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, 2014

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.)
100 First Stamford Place, Suite 700, Stamford, Connecticut	06902
(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, 2014 there were 96,133,712 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, 2014 was approximately $10.01 billion, calculated by using the closing price of the common stock on such date on the New York Stock Exchange of $104.73.

As of January 19, 2015, there were 96,520,626 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 2015 Annual Meeting of Stockholders, which is expected to be filed with the Securities and Exchange Commission on or before March 24, 2015, 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	18
Item 2	Properties	18
Item 3	Legal Proceedings	19
Item 4	(Removed and Reserved)	19
PART II
Item 5	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6	Selected Financial Data	21
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	31
Item 8	Financial Statements and Supplementary Data	33
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	77
Item 9A	Controls and Procedures	77
Item 9B	Other Information	79
PART III
Item 10	Directors, Executive Officers and Corporate Governance	80
Item 11	Executive Compensation	80
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	80
Item 13	Certain Relationships and Related Transactions, and Director Independence	80
Item 14	Principal Accountant Fees and Services	80
PART IV
Item 15	Exhibits and Financial Statement Schedules	81

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., National Pump¹ or other companies that we have acquired or may acquire, in our specialty business or otherwise, could have undiscovered liabilities or involve other unexpected costs, may strain our management capabilities or may be difficult to integrate;

• a change in the pace of the recovery in our end markets; our business is cyclical and highly sensitive to North American construction and industrial activities as well as the energy sector, in general; although we have 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;

• our significant indebtedness (which totaled $8.1 billion at December 31, 2014) 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;

• inability to refinance our indebtedness at terms that are favorable to us, or at all;

• incurrence of additional debt, which could exacerbate the risks associated with our current level of indebtedness;

• 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;

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

• inability to benefit from government spending, including spending associated with infrastructure projects;

• fluctuations in the price of our common stock and inability to complete stock repurchases in the time frame and/or on the terms anticipated;

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

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

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

• incurrence of impairment charges;

• the fact that our holding company structure requires us to depend in part on distributions from subsidiaries and such distributions could be limited by contractual or legal restrictions;

• 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;

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

• shortfalls in our insurance coverage;

• our charter provisions as well as provisions of certain debt agreements and our significant indebtedness may have the effect of making more difficult or otherwise discouraging, delaying or deterring a takeover or other change of control of us;

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

• 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;

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

• competition from existing and new competitors;

_______________

1. In April 2014, we acquired assets of the following four entities: National Pump & Compressor, Ltd., Canadian Pump and Compressor Ltd., GulfCo Industrial Equipment, LP and LD Services, LLC (collectively “National Pump”).

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• risks related to security breaches, cybersecurity attacks and other significant disruptions in our information technology systems;

• the costs of complying with environmental, safety and foreign law and 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;

• increases in our maintenance and replacement costs and/or decreases in the residual value of our equipment; 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, 2015.

Item 1.Business

General

United Rentals is the largest equipment rental company in the world. Our customer service network consists of 881 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 construction and industrial companies, manufacturers, utilities, municipalities, homeowners, government entities and other customers. In 2014, we generated total revenue of $5.7 billion, including $4.8 billion of equipment rental revenue.

As of December 31, 2014, our fleet of rental equipment included approximately 430,000 units. The total original equipment cost of our fleet (“OEC”), based on the initial consideration paid, was $8.4 billion at December 31, 2014, compared with $7.7 billion at December 31, 2013. The fleet includes:

• General construction and industrial equipment, such as backhoes, skid-steer loaders, forklifts, earthmoving equipment and materials handling equipment. In 2014, 2013 and 2012, respectively, general construction and industrial equipment accounted for approximately 43 percent, 44 percent and 45 percent of our equipment rental revenue;

• Aerial work platforms, such as boom lifts and scissor lifts. In 2014, 2013 and 2012, respectively, aerial work platforms accounted for approximately 33 percent, 36 percent and 36 percent of our equipment rental revenue;

• General tools and light equipment, such as pressure washers, water pumps and power tools. In 2014, 2013 and 2012, respectively, general tools and light equipment accounted for approximately 10 percent, 9 percent and 9 percent of our equipment rental revenue;

• Power and HVAC (heating, ventilating and air conditioning) equipment, such as portable diesel generators, electrical distribution equipment, and temperature control equipment. In 2014, 2013 and 2012, power and HVAC equipment accounted for approximately 6 percent of our equipment rental revenue;

• Trench safety equipment, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work. In 2014, 2013 and 2012, respectively, trench safety equipment accounted for approximately 5 percent, 5 percent and 4 percent of our equipment rental revenue; and

• Pumps primarily used by energy and petrochemical customers. In 2014, pumps accounted for approximately 3 percent of our equipment rental revenue. As discussed in note 3 to our consolidated financial statements, in April 2014, we acquired certain assets of the following four entities: National Pump & Compressor, Ltd., Canadian Pump and Compressor Ltd., GulfCo Industrial Equipment, LP and LD Services, LLC (collectively “National Pump”). There was no material equipment rental revenue associated with pumps prior to the April 2014 acquisition of National Pump.

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

Acquisitions of RSC and National Pump

On April 30, 2012, 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 that date. RSC, which had total revenue of $1.5 billion for 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.

In April 2014, we acquired National Pump. The results of National Pump's operations have been included in our consolidated financial statements since the acquisition date. National Pump was the second largest specialty pump rental company in North America. National Pump was a leading supplier of pumps for energy and petrochemical customers, with upstream oil and gas customers representing about half of its revenue. National Pump had a total of 35 branches, including four

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branches in western Canada, and had annual revenues of approximately $210 million. For additional information concerning the National Pump acquisition, see note 3 to our consolidated financial statements.

Strategy

For the past several years, we have executed a strategy focused on improving the profitability of our core equipment rental business through revenue growth, margin expansion and operational efficiencies. In particular, we have focused on customer segmentation, customer service differentiation, rate management, fleet management and operational efficiency.

In 2015, we expect to continue our disciplined focus on increasing our profitability and return on invested capital. In particular, our strategy calls for:

• A consistently superior standard of service to customers, often provided through a single point of contact;

• The further optimization of our customer mix and fleet mix, with a dual objective: to enhance our performance in serving our current customer base, and to focus on the accounts and customer types that are best suited to our strategy for profitable growth. We believe these efforts will lead to even better service of our target accounts, primarily large construction and industrial customers, as well as select local contractors. Our fleet team's analyses are aligned with these objectives to identify trends in equipment categories and define action plans that can generate improved returns;

• The implementation of “Lean” management techniques, including kaizen processes focused on continuous improvement, through a program we call Operation United 2. As of December 31, 2014, we have trained over 2,100 employees, 100 percent of our district managers and 30 percent of our branch managers on the Lean kaizen process. In 2015, we will continue to implement this program across our branch network, with the objectives of: reducing the cycle time associated with renting our equipment to customers; improving invoice accuracy and service quality; reducing the elapsed time for equipment pickup and delivery; and improving the effectiveness and efficiency of our repair and maintenance operations; and

• The continued expansion of our trench safety, power and HVAC, and pump solutions footprint, as well as our tools offering, and the cross-selling of these services throughout our network. We plan to open at least 16 specialty rental branches/tool hubs in 2015 and continue to invest in fleet to further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings.

We use the American Rental Association criteria for reporting rental rates, time utilization and OEC. For the full year 2014 we achieved:

• A year-over-year increase of 4.5 percent in rental rates;

• A year-over-year increase of 9.6 percent in the volume of OEC on rent, which reflects the impact of the National Pump acquisition, increased capital expenditures on rental fleet and improved asset productivity;

• Strong time utilization on a significantly larger fleet. Time utilization was 68.8 percent and 68.2 percent for 2014 and 2013, respectively;

• 64 percent of equipment rental revenue derived from key accounts in 2014, as compared to 61 percent in 2013. Key accounts are each managed by a single point of contact to enhance customer service; and

• An increase of 49 rental locations, including locations acquired in the National Pump acquisition, in our higher margin trench safety, power and HVAC, and pump solutions (also referred to as "specialty") segment in 2014, comprised of 41 locations in the United States and eight in Canada.

Industry Overview and Economic Outlook

United Rentals serves three principal end markets for equipment rental in North America: industrial and other non-construction; commercial (or private non-residential) construction; and residential construction, which includes remodeling. In 2014, based on an analysis of our charge account customers’ Standard Industrial Classification (“SIC”) codes:

• Industrial and other non-construction rentals represented approximately 51 percent of our rental revenue, primarily reflecting rentals to manufacturers, energy companies, chemical companies, paper mills, railroads, shipbuilders, utilities, retailers and infrastructure entities;

• Commercial construction rentals represented approximately 45 percent of our rental revenue, primarily reflecting rentals related to the construction and remodeling of facilities for office space, lodging, healthcare, entertainment and other commercial purposes; and

• Residential rentals represented approximately four percent of our rental revenue, primarily reflecting rentals of equipment for the construction and renovation of homes.

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We estimate that, in 2014, North American equipment rental industry revenue grew approximately 7 percent year-over-year. In 2014, we increased our full year rental revenue by approximately 12 percent year-over-year on a pro forma basis (that is, assuming United Rentals and National Pump were combined for the full years 2014 and 2013). We believe that our revenue performance reflects a combination of positive factors including improvements in our operating environment and the benefit of our strategy, particularly our increased focus on key customers.

In 2015, based on our analyses of industry forecasts and macroeconomic indicators, we expect that the majority of our end markets will continue to recover and drive demand for equipment rental services. Specifically, we expect that North American industry equipment rental revenue will increase approximately 8 percent.

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 repair 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 43.0 months at December 31, 2014 compared with 45.2 months at December 31, 2013. At December 31, 2014, 93 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.

National accounts, a subset of key accounts, are generally defined as customers with potential annual equipment rental spend of at least $500,000 or customers doing business in multiple states. During the years ended December 31, 2014 and 2013, 43 percent and 42 percent, respectively, of equipment rental revenues were derived from national accounts. During the years ended December 31, 2014 and 2013, 64 percent and 61 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.

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 four to seven districts. Each branch within a region can access equipment located elsewhere in the region. This fleet 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 telephone calls to our customer service telephone line, 1-800-UR-RENTS. 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.

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.

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

Geographic and Customer Diversity. We have 881 rental locations in 49 U.S. 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 2014, our employees enhanced their skills through over 460,000 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.

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– i) general rentals and ii) trench safety, power and HVAC, and pump solutions. 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, Pacific West, South, Southeast and Western Canada–and operates throughout the United States and Canada.

The trench safety, power and HVAC, and pump solutions segment includes the rental of specialty construction products and related services. The trench safety, power and HVAC, and pump solutions segment is comprised of (i) the Trench Safety region, which rents trench safety equipment such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, (ii) the Power and HVAC region, which rents power and HVAC equipment such as portable diesel generators, electrical distribution equipment, and temperature control equipment including heating and cooling equipment, and (iii) the Pump Solutions region, which rents pumps primarily used by energy and petrochemical customers. The trench safety, power and HVAC, and pump solutions 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

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platforms; trench safety equipment; power and HVAC equipment; pumps; and general tools and light equipment. The age of our fleet was 43.0 months at December 31, 2014, compared to 45.2 months at December 31, 2013.

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 and export sales forces, which can access many resale markets across our network; 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); Atlas Copco (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 2014, our largest customer accounted for approximately one percent of our revenues and our top 10 customers in the aggregate accounted for approximately five percent of our 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.

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E-Rentals. Our customers can rent or buy equipment online 24 hours a day, seven days a week, by accessing our equipment catalog and used equipment listing, which can be found at www.unitedrentals.com. Our customers can also use our UR Control^® application to actively manage their rental process and access real-time reports on their business activity with us.

Advertising. We promote our business through local and national advertising in various media, including television, 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 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 equipment needs. This software can be integrated into the customers' enterprise resource planning system. Total Control^® is a unique customer offering 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 24 percent of our 2014 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 utilize information technology systems which facilitate rapid and informed decision-making and enable us to respond quickly to changing market conditions. These systems are accessible to management, branch and call center personnel. 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.

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. Our in-house 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 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 North American 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 2014 equipment rental revenues from construction and industrial equipment as measured by the American Rental Association. 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

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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, customer demand. The fragmented nature of the industry and our relatively small market share, however, may adversely impact our ability to mitigate rental 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 send 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 12,500 employees. Of these, approximately 3,900 are salaried personnel and approximately 8,600 are hourly personnel. Collective bargaining agreements relating to approximately 73 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 www.unitedrentals.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.

Our business is cyclical in nature and the economic downturn that commenced in the latter part of 2008 and continued through 2010, and the 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, and pump solutions equipment is principally used in connection with construction and industrial activities. Our industry experienced a decline in construction and industrial activity as a result of the economic downturn that commenced in the latter part of 2008 and continued through 2010, although in 2014 we saw 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. 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;

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• 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.

Our significant indebtedness exposes us to various risks.

At December 31, 2014, our total indebtedness was $8.1 billion. Our substantial indebtedness could adversely affect our business, results of operations and financial condition in a number of ways by, among other things:

• increasing our vulnerability to, and limiting our flexibility to plan for, or react to, adverse economic, industry or competitive developments;

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

• requiring us to devote a substantial portion of our cash flow to debt service, reducing the funds available for other purposes, including funding working capital, capital expenditures, acquisitions, execution of our growth strategy and other general corporate purposes, or otherwise constraining our financial flexibility;

• restricting our ability to move operating cash flows to Holdings. URNA’s payment capacity is restricted under the covenants in the indentures governing its outstanding indebtedness;

• affecting our ability to obtain additional financing for working capital, acquisitions or other purposes, particularly since substantially all of our tangible assets are subject to security interests relating to existing indebtedness;

• decreasing our profitability or cash flow;

• causing 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;

• causing us to be disadvantaged compared to competitors with less debt and lower debt service requirements;

• resulting 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;

• requiring our debt to become due and payable upon a change in control; and

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

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, 2014, we had $1.9 billion of indebtedness that bears interest at variable rates. Our variable rate indebtedness currently represents 23 percent of our total indebtedness. See Item 7A—Quantitative and Qualitative Disclosures About Market Risk for additional information related to interest rate risk.

To service our indebtedness, we will require a significant amount of cash and our ability to generate cash depends on many factors beyond our control.

We depend on cash on hand and cash flows from operations to make scheduled debt payments. To a significant extent, our ability to do so is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We may not be able to generate sufficient cash flow from operations to repay our indebtedness when it becomes due and to meet our other cash needs. If we are unable to service our indebtedness and fund our operations, we will have 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.

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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.

We may not be able to refinance our indebtedness on favorable terms, if at all. Our inability to refinance our indebtedness could materially and adversely affect our liquidity and our ongoing results of operations.

Our ability to refinance indebtedness will depend in part on our operating and financial performance, which, in turn, is subject to prevailing economic conditions and to financial, business, legislative, regulatory and other factors beyond our control. In addition, prevailing interest rates or other factors at the time of refinancing could increase our interest expense. A refinancing of our indebtedness could also require us to comply with more onerous covenants and further restrict our business operations. Our inability to refinance our indebtedness or to do so upon attractive terms could materially and adversely affect our business, prospects, results of operations, financial condition, cash flows and make us vulnerable to adverse industry and general economic conditions.

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 current 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 current 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 current 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 the ABL facility and through December 31, 2014, 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.

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 preferred stock of certain subsidiaries. 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

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reduce expenditures. We cannot guarantee 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 under these agreements 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.

Our growth strategies may be unsuccessful if we are unable to identify and complete future acquisitions and successfully integrate acquired businesses or assets.

We have historically achieved a significant portion of our growth through acquisitions. We will continue to consider potential acquisitions on a selective basis, including potential growth opportunities for our trench safety, power and HVAC, and pump solutions specialty business. 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. There can be no assurance that we will be able to identify suitable acquisition opportunities in the future, with respect to our specialty business or otherwise, or that we will be able to consummate any such transactions on terms and conditions acceptable to us.

In addition, it is possible that we will not realize the expected benefits from any completed acquisition, or that our existing operations will be adversely affected as a result of acquisitions. Acquisitions entail certain risks, including:

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

• greater than expected expenses such as the need to obtain additional debt or equity financing for any transaction;

• unfavorable accounting treatment and unexpected increases in taxes;

• adverse effects on our ability to maintain relationships with customers, employees and suppliers;

• inherent risk associated with entering a geographic area or line of business in which we have no or limited experience;

• difficulty in assimilating the operations and personnel of an acquired company within our existing operations, including the consolidation of corporate and administrative functions;

• difficulty in integrating marketing, information technology and other systems;

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

• difficulty in identifying and eliminating redundant and underperforming operations and assets;

• loss of key employees of the acquired company;

• operating inefficiencies that have a negative impact on profitability;

• impairment of goodwill or other acquisition-related intangible assets;

• failure to achieve anticipated synergies or receiving an inadequate return of capital; and

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

Our failure to address these risks or other problems encountered in connection with any past or future acquisition could cause us to fail to realize the anticipated benefits of the acquisitions, cause us to incur unanticipated liabilities and harm our business generally. In addition, if we are unable to successfully integrate our acquisitions with our existing business, we may not obtain the advantages that the acquisitions were intended to create, which may materially and adversely affect our business, results of operations, financial condition, cash flows, our ability to introduce new services and products and the market price of our stock.

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, or the risks associated with debt incurrence.

We have also spent resources and efforts, apart from acquisitions, in attempting to grow and 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 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:

• the 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;

• 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 associated with 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;

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• 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;

• fluctuations in the prices of oil and natural gas;

• expectations regarding our share repurchase program; 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 certain 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.

We cannot guarantee that we will repurchase our common stock pursuant to our recently announced share repurchase program or that our share repurchase program will enhance long-term stockholder value. Share repurchases could also increase the volatility of the price of our common stock and could diminish our cash reserves.

In December 2014, our Board of Directors authorized a share repurchase program. Under the program, we are authorized to repurchase shares of common stock for an aggregate purchase price not to exceed $750 million, excluding fees, commissions and other ancillary expenses. Currently, we intend to complete the share repurchase program within 18 months from the date of such authorization.

Although the Board of Directors has authorized a share repurchase program, the share repurchase program does not obligate the Company to repurchase any specific dollar amount or to acquire any specific number of shares. The timing and amount of repurchases, if any, will depend upon several factors, including market and business conditions, the trading price of the Company’s common stock and the nature of other investment opportunities. The repurchase program may be limited, suspended or discontinued at any time without prior notice. In addition, repurchases of our common stock pursuant to our share repurchase program could affect our stock price and increase its volatility. The existence of a share repurchase program could cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock. Additionally, our share repurchase program could diminish our cash reserves, which may impact our ability to finance future growth and to pursue possible future strategic opportunities and acquisitions. There can be no assurance that any share repurchases will enhance stockholder value because the market price of our common stock may decline below the levels at which we repurchased shares of stock. Although our share repurchase program is intended to enhance long-term stockholder value, there is no assurance that it will do so and short-term stock price fluctuations could reduce the program’s effectiveness.

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 recent 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 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.

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.

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

At December 31, 2014, we had $3.3 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 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, but is subject to a $2.5 million deductible for company reimbursement coverage; further, most of our director and officer coverage is subject to certain exclusions;

• we do not currently maintain Company-wide 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 semi-annually evaluate our loss reserves to address casualty claims, or portions thereof, not covered by our insurance policies. To the extent that we are subject to a higher frequency of claims, are subject to more serious claims or insurance coverage is not available, 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.

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.

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Turnover of members of our management and our ability to attract and retain key personnel may adversely 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 our 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 2015 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. 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.

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Disruptions in our information technology systems or a compromise of security with respect to our 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, the security measures we employ to protect our systems may not detect or prevent all attempts to hack our systems, denial-of-service attacks, viruses, malicious software, phishing attacks, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by the sites, networks and systems that we otherwise maintain. We may not anticipate or combat all types of attacks until after they have already been launched. If any of these breaches of security occur or are anticipated, we could be required to expend additional capital and other resources, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants. 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 violate applicable privacy, data security and other laws and give rise to legal liabilities leading to lower revenues, increased costs and other material adverse effects on our results of operations. Any compromise or breach of our systems could result in adverse publicity, harm our reputation, lead to claims against us and affect our relationships with our customers and employees, any of which could have a material adverse effect on our business.

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. While our operations generally do not raise significant environmental risks, 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.

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 760 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 11,700 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

15

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, our business 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.

Trends in oil and natural gas prices could adversely affect the level of exploration, development and production activity of certain of our customers and the demand for our services and products.

Demand for our services and products is sensitive to the level of exploration, development and production activity of, and the corresponding capital spending by, oil and natural gas companies, including national oil companies, regional exploration and production providers, and related service providers. The level of exploration, development and production activity is directly affected by trends in oil and natural gas prices, which historically have been volatile and are likely to continue to be volatile.

Prices for oil and natural gas are subject to large fluctuations in response to relatively minor changes in the supply of and demand for oil and natural gas, market uncertainty, and a variety of other economic factors that are beyond our control. Any prolonged reduction in oil and natural gas prices will depress the immediate levels of exploration, development and production activity, which could have an adverse effect on our business, results of operations and financial condition. Even the perception of longer-term lower oil and natural gas prices by oil and natural gas companies and related service providers can similarly reduce or defer major expenditures by these companies and service providers given the long-term nature of many large-scale development projects. Factors affecting the prices of oil and natural gas include:

• the level of supply and demand for oil and natural gas;

• governmental regulations, including the policies of governments regarding the exploration for, and production and development of, oil and natural gas reserves;

• weather conditions and natural disasters;

• worldwide political, military and economic conditions;

• the level of oil production by non-OPEC countries and the available excess production capacity within OPEC;

• oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas;

• the cost of producing and delivering oil and natural gas; and

• potential acceleration of the development of alternative fuels.

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

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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.

We have operations outside the United States. As a result, we may incur losses from the impact of foreign currency fluctuations 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.

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Item  1B. Unresolved Staff Comments

None.

Item 2. Properties

As of January 1, 2015, we operated 881 rental locations. 760 of these locations are in the United States and 121 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, and pump solutions (TPHP) segments.

	United States
●	Alabama (GR 20, TPHP 5)	●	Maine (GR 2)	●	Ohio (GR 15, TPHP 4)
●	Alaska (GR 2)	●	Maryland (GR 9, TPHP 4)	●	Oklahoma (GR 21, TPHP 4)
●	Arizona (GR 15, TPHP 2)	●	Massachusetts (GR 6, TPHP 2)	●	Oregon (GR 10, TPHP 1)
●	Arkansas (GR 11, TPHP 1)	●	Michigan (GR 4, TPHP 1)	●	Pennsylvania (GR 15, TPHP 4)
●	California (GR 61, TPHP 15)	●	Minnesota (GR 8, TPHP 1)	●	Rhode Island (GR 1)
●	Colorado (GR 12, TPHP 4)	●	Mississippi (GR 11)	●	South Carolina (GR 12, TPHP 3)
●	Connecticut (GR 6, TPHP 2)	●	Missouri (GR 12, TPHP 3)	●	South Dakota (GR 2)
●	Delaware (GR 2, TPHP 1)	●	Montana (GR 1)	●	Tennessee (GR 17, TPHP 3)
●	Florida (GR 23, TPHP 11)	●	Nebraska (GR 4, TPHP 1)	●	Texas (GR 93, TPHP 25)
●	Georgia (GR 22, TPHP 2)	●	Nevada (GR 4, TPHP 3)	●	Utah (GR 2, TPHP 2)
●	Idaho (GR 2)	●	New Hampshire (GR 1, TPHP 1)	●	Vermont (GR 1)
●	Illinois (GR 14, TPHP 3)	●	New Jersey (GR 8, TPHP 4)	●	Virginia (GR 17, TPHP 4)
●	Indiana (GR 11, TPHP 1)	●	New Mexico (GR 9)	●	Washington (GR 18, TPHP 5)
●	Iowa (GR 12, TPHP 1)	●	New York (GR 13)	●	West Virginia (GR 5)
●	Kansas (GR 12)	●	North Carolina (GR 20, TPHP 5)	●	Wisconsin (GR 9, TPHP 1)
●	Kentucky (GR 8)	●	North Dakota (GR 6, TPHP 3)	●	Wyoming (GR 5)
●	Louisiana (GR 25, TPHP 9)
	Canada
●	Alberta (GR 23, TPHP 9)
●	British Columbia (GR 18, TPHP 3)
●	Manitoba (GR 4)
●	New Brunswick (GR 6, TPHP 1)
●	Newfoundland (GR 6)
●	Nova Scotia (GR 4)
●	Ontario (GR 24, TPHP 4)
●	Prince Edward Island (GR 1)
●	Quebec (GR 8, TPHP 1)
●	Saskatchewan (GR 7, TPHP 2)

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 108 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.

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We have a fleet of approximately 7,700 vehicles. These vehicles are used for delivery, maintenance, management and sales functions. Approximately 56 percent of this fleet is leased and the balance is owned.

Our corporate headquarters are located in Stamford, Connecticut, where we occupy approximately 47,000 square feet under a lease that expires in 2024. Additionally, we maintain other corporate facilities, including in Shelton, Connecticut, where we occupy approximately 12,000 square feet under a lease that expires in 2016, and in Scottsdale, Arizona, where we occupy approximately 20,000 square feet under a lease that expires in 2018. Further, we maintain shared-service facilities in Tampa, Florida, where we occupy approximately 31,000 square feet under a lease that expires in 2020 and in Charlotte, North Carolina, where we occupy approximately 55,000 square feet under a lease that expires in 2015.

Item  3. Legal Proceedings

A description of legal proceedings can be found in note 14 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
2014:
First Quarter	$	96.51	$	74.32
Second Quarter	108.46		85.01
Third Quarter	119.83		103.60
Fourth Quarter	119.35		88.34
2013:
First Quarter	$	56.87	$	46.67
Second Quarter	59.74		44.85
Third Quarter	59.84		49.51
Fourth Quarter	78.37		55.05

As of January 1, 2015, there were 87 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 2014:

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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, 2014 to October 31, 2014	389,157	(1)	$	105.63	388,914	—
November 1, 2014 to November 30, 2014	289,435	(1)	$	110.64	288,945	—
December 1, 2014 to December 31, 2014	1,348,631	(1)	$	104.42	1,343,954	—
Total	2,027,223		$	105.54	2,021,813	$	647,520,905

(1) In October 2014, November 2014 and December 2014, 243, 490 and 4,677 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) On October 15, 2013, our Board approved a share repurchase program authorizing up to $500 million in repurchases of Holdings' common stock, which we intended to complete within 18 months after the October 2013 announcement, and which was completed in December 2014. On December 1, 2014, our Board authorized a new $750 million share repurchase program, which we intend to complete within 18 months after the December 2014 announcement.

Equity Compensation Plans

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

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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, 2010 to 2014. 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.

	Year Ended December 31,
	2014			2013			2012			2011			2010
	(in millions, except per share data)
Income statement data:
Total revenues	$	5,685		$	4,955		$	4,117		$	2,611		$	2,237
Total cost of revenues	3,253			2,968			2,530			1,713			1,579
Gross profit	2,432			1,987			1,587			898			658
Selling, general and administrative expenses	758			642			588			407			367
Merger related costs	11			9			111			19			—
Restructuring charge	(1		)	12			99			19			34
Non-rental depreciation and amortization	273			246			198			57			60
Operating income	1,391			1,078			591			396			197
Interest expense, net	555			475			512			228			255
Interest expense-subordinated convertible debentures	—			3			4			7			8
Other income, net	(14		)	(5		)	(13		)	(3		)	(3		)
Income (loss) from continuing operations before provision (benefit) for income taxes	850			605			88			164			(63		)
Provision (benefit) for income taxes	310			218			13			63			(41		)
Income (loss) from continuing operations	540			387			75			101			(22		)
Loss from discontinued operation, net of taxes	—			—			—			—			(4		)
Net income (loss)	540			387			75			101			(26		)
Basic earnings (loss) per share:
Income (loss) from continuing operations	$	5.54		$	4.14		$	0.91		$	1.62		$	(0.38	)
Loss from discontinued operation	—			—			—			—			(0.06		)
Net income (loss)	$	5.54		$	4.14		$	0.91		$	1.62		$	(0.44	)
Diluted earnings (loss) per share:
Income (loss) from continuing operations	$	5.15		$	3.64		$	0.79		$	1.38		$	(0.38	)
Loss from discontinued operation	—			—			—			—			(0.06		)
Net income (loss)	$	5.15		$	3.64		$	0.79		$	1.38		$	(0.44	)

	December 31,
	2014		2013		2012		2011		2010
	(in millions)
Balance sheet data:
Total assets	$	12,467	$	11,231	$	11,026	$	4,143	$	3,693
Total debt	8,052		7,173		7,309		2,987		2,805
Subordinated convertible debentures	—		—		55		55		124
Stockholders’ equity (deficit)	1,796		1,828		1,543		64		(20		)

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 881 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 $8.4 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 construction and industrial companies, manufacturers, utilities, municipalities, homeowners, government entities and other customers. 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 2014, equipment rental revenues represented 85 percent of our total revenues.

For the past several years, we have executed a strategy focused on improving the profitability of our core equipment rental business through revenue growth, margin expansion and operational efficiencies. In particular, we have focused on customer segmentation, customer service differentiation, rate management, fleet management and operational efficiency.

In 2015, we expect to continue our disciplined focus on increasing our profitability and return on invested capital. In particular, our strategy calls for:

• A consistently superior standard of service to customers, often provided through a single point of contact;

• The further optimization of our customer mix and fleet mix, with a dual objective: to enhance our performance in serving our current customer base, and to focus on the accounts and customer types that are best suited to our strategy for profitable growth. We believe these efforts will lead to even better service of our target accounts, primarily large construction and industrial customers, as well as select local contractors. Our fleet team's analyses are aligned with these objectives to identify trends in equipment categories and define action plans that can generate improved returns;

• The implementation of “Lean” management techniques, including kaizen processes focused on continuous improvement, through a program we call Operation United 2. As of December 31, 2014, we have trained over 2,100 employees, 100 percent of our district managers and 30 percent of our branch managers on the Lean kaizen process. In 2015, we will continue to implement this program across our branch network, with the objectives of: reducing the cycle time associated with renting our equipment to customers; improving invoice accuracy and service quality; reducing the elapsed time for equipment pickup and delivery; and improving the effectiveness and efficiency of our repair and maintenance operations; and

• The continued expansion of our trench safety, power and HVAC, and pump solutions footprint, as well as our tools offering, and the cross-selling of these services throughout our network. We plan to open at least 16 specialty rental branches/tool hubs in 2015 and continue to invest in fleet to further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings.

In 2015, based on our analyses of industry forecasts and macroeconomic indicators, we expect that the majority of our end markets will continue to recover and drive demand for equipment rental services. Specifically, we expect that North American industry equipment rental revenue will increase approximately 8 percent.

On April 30, 2012, 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 that date. RSC, which had total revenue of $1.5 billion for 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.

In April 2014, we acquired certain assets of the following four entities: National Pump & Compressor, Ltd., Canadian Pump and Compressor Ltd., GulfCo Industrial Equipment, LP and LD Services, LLC (collectively “National Pump”). The results of National Pump's operations have been included in our consolidated financial statements since the acquisition date. National Pump was the second largest specialty pump rental company in North America. National Pump was a leading supplier of pumps for energy and petrochemical customers, with upstream oil and gas customers representing about half of its revenue. National Pump had a total of 35 branches, including four branches in western Canada, and had annual revenues of approximately $210. For additional information concerning the National Pump acquisition, see note 3 to our consolidated financial statements.

We use the American Rental Association criteria for reporting rental rates, time utilization and OEC. For the full year 2014 we achieved:

• A year-over-year increase of 4.5 percent in rental rates;

• A year-over-year increase of 9.6 percent in the volume of OEC on rent, which reflects the impact of the National Pump acquisition, increased capital expenditures on rental fleet and improved asset productivity;

• Strong time utilization on a significantly larger fleet. Time utilization was 68.8 percent and 68.2 percent for 2014 and 2013, respectively;

• 64 percent of equipment rental revenue derived from key accounts in 2014, as compared to 61 percent in 2013. Key accounts are each managed by a single point of contact to enhance customer service; and

• An increase of 49 rental locations, including locations acquired in the National Pump acquisition, in our higher margin trench safety, power and HVAC, and pump solutions (also referred to as "specialty") segment in 2014, comprised of 41 locations in the United States and eight in Canada.

Financial Overview

Over the last several years, we took a number of positive actions 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 $1.3 billion 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, and we increased it again in December 2013 to $2.3 billion.

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

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

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

• In February 2013, we amended our accounts receivable securitization facility primarily to increase the facility size from $475 to $550.

• In September 2013, we renewed our accounts receivable securitization facility. We renewed the facility again in September 2014.

• In 2013, we retired all of our outstanding subordinated convertible debentures.

• In January 2014, we redeemed all of our 10 ¹/4 percent Senior Notes.

• In March 2014, we issued $525 aggregate principal amount of 6 ¹/₈ percent Senior Notes as an add on to our existing 6 ¹/₈ percent Senior Notes.

• In March 2014, we issued $850 aggregate principal amount of 5 ³/₄ percent Senior Notes.

• In April 2014, we redeemed all of our 9 ¹/₄ percent Senior Notes.

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, 2014, we had available liquidity of $1.11 billion, including cash of $158.

Net income. Net income and diluted earnings per share for each of the three years in the period ended December 31, 2014 were as follows:

	Year Ended December 31,
	2014		2013		2012
Net income	$	540	$	387	$	75
Diluted earnings per share	$	5.15	$	3.64	$	0.79

Net income and diluted earnings per share for each of the three years in the period ended December 31, 2014 include the impacts of the following special items (amounts presented on an after-tax basis):

	Year Ended December 31,
	2014						2013						2012
	Contribution to net income (after-tax)			Impact on diluted earnings per share			Contribution to net income (after-tax)			Impact on diluted earnings per share			Contribution to net income (after-tax)			Impact on diluted earnings per share
Merger related costs (1)	$	(7	)	$	(0.06	)	$	(5	)	$	(0.05	)	$	(68	)	$	(0.72	)
Merger related intangible asset amortization (2)	(115		)	(1.10		)	(100		)	(0.94		)	(70		)	(0.74		)
Impact on depreciation related to acquired RSC fleet and property and equipment (3)	3			0.03			4			0.04			3			0.03
Impact of the fair value mark-up of acquired RSC fleet (4)	(22		)	(0.21		)	(27		)	(0.25		)	(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			4			0.04			3			0.03
Restructuring charge (7)	1			0.01			(7		)	(0.07		)	(61		)	(0.64		)
Asset impairment charge (8)	—			—			(2		)	(0.02		)	(9		)	(0.10		)
Loss on extinguishment of debt securities, including subordinated convertible debentures	(48		)	(0.46		)	(2		)	(0.02		)	(44		)	(0.45		)
Gain on sale of software subsidiary (9)	—			—			—			—			5			0.05

(1) This reflects transaction costs associated with the RSC and National Pump acquisitions discussed in note 3 to our consolidated financial statements.

(2) This reflects the amortization of the intangible assets acquired in the RSC and National Pump acquisitions.

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

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

(5) As discussed in note 12 to our consolidated financial statements, in March 2012, we issued $2.8 billion 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 a gain recognized upon the sale of a former subsidiary that developed and marketed software.

In addition to the matters discussed above, our 2014 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.

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

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

	Year Ended December 31,
	2014			2013		2012
Net income	$	540		$	387	$	75
Provision for income taxes	310			218		13
Interest expense, net	555			475		512
Interest expense—subordinated convertible debentures	—			3		4
Depreciation of rental equipment	921			852		699
Non-rental depreciation and amortization	273			246		198
EBITDA	2,599			2,181		1,501
Merger related costs (1)	11			9		111
Restructuring charge (2)	(1		)	12		99
Stock compensation expense, net (3)	74			46		32
Impact of the fair value mark-up of acquired RSC fleet (4)	35			44		37
Gain on sale of software subsidiary (5)	—			1		(8		)
Adjusted EBITDA	$	2,718		$	2,293	$	1,772

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

	Year Ended December 31,
	2014			2013			2012
Net cash provided by operating activities	$	1,801		$	1,551		$	721
Adjustments for items included in net cash provided by operating activities but excluded from the calculation of EBITDA:
Amortization of deferred financing costs and original issue discounts	(17		)	(21		)	(23		)
Gain on sales of rental equipment	229			176			125
Gain on sales of non-rental equipment	11			6			2
Gain on sale of software subsidiary (5)	—			(1		)	8
Merger related costs (1)	(11		)	(9		)	(111		)
Restructuring charge (2)	1			(12		)	(99		)
Stock compensation expense, net (3)	(74		)	(46		)	(32		)
Loss on extinguishment of debt securities	(80		)	(1		)	(72		)
Loss on retirement of subordinated convertible debentures	—			(2		)	—
Changes in assets and liabilities	182			31			571
Cash paid for interest, including subordinated convertible debentures	457			461			371
Cash paid for income taxes, net	100			48			40
EBITDA	2,599			2,181			1,501
Add back:
Merger related costs (1)	11			9			111
Restructuring charge (2)	(1		)	12			99
Stock compensation expense, net (3)	74			46			32
Impact of the fair value mark-up of acquired RSC fleet (4)	35			44			37
Gain on sale of software subsidiary (5)	—			1			(8		)
Adjusted EBITDA	$	2,718		$	2,293		$	1,772

_________________

(1) This reflects transaction costs associated with the RSC and National Pump acquisitions discussed in note 3 to our consolidated financial statements.

(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 associated with the fair value mark-up of rental equipment 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.

For the year ended December 31, 2014, EBITDA increased $418, or 19.2 percent, and adjusted EBITDA increased $425, or 18.5 percent. The EBITDA and adjusted EBITDA increases include the impact of the National Pump acquisition discussed above. The EBITDA and adjusted EBITDA increases primarily reflect 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, 2014, EBITDA margin increased 1.7 percentage points to 45.7 percent, and adjusted EBITDA margin increased 1.5 percentage points to 47.8 percent. The increases in the EBITDA and adjusted EBITDA margins primarily reflect increased margins from equipment rentals and sales of rental equipment.

For the year ended December 31, 2013, EBITDA increased $680, or 45.3 percent, and adjusted EBITDA increased $521, or 29.4 percent. The EBITDA increase primarily reflects increased profit from equipment rentals and sales of rental equipment, and reduced merger related costs and restructuring charges, partially offset by increased selling, general and administrative expense, and the adjusted EBITDA increase primarily reflects increased profit from equipment rentals and sales of rental equipment, partially offset by increased selling, general and administrative expense. The EBITDA and adjusted EBITDA increases include the impact of the RSC acquisition. For the year ended December 31, 2013, EBITDA margin increased 7.5 percentage points to 44.0 percent, and adjusted EBITDA margin increased 3.3 percentage points to 46.3 percent. The increase in EBITDA margin primarily reflects increased margins from equipment rentals, improved selling, general and administrative leverage, and reduced merger related costs and restructuring charges. The increase in adjusted EBITDA margin primarily reflects increased margins from equipment rentals and sales of rental equipment, and improved selling, general and administrative leverage. EBITDA and adjusted EBITDA for 2013 and 2012 also include the impact of $236 and $104, respectively, of cost savings from operating efficiencies and synergies achieved subsequent to the RSC acquisition.

Revenues. Revenues for each of the three years in the period ended December 31, 2014 were as follows:

	Year Ended December 31,						Percent Change
	2014		2013		2012		2014		2013
Equipment rentals	$	4,819	$	4,196	$	3,455	14.8		21.4
Sales of rental equipment	544		490		399		11.0		22.8
Sales of new equipment	149		104		93		43.3		11.8
Contractor supplies sales	85		87		87		(2.3	)	—
Service and other revenues	88		78		83		12.8		(6.0	)
Total revenues	$	5,685	$	4,955	$	4,117	14.7		20.4

Equipment rentals include our revenues from renting equipment, as well as revenue related to the fees we charge customers: for equipment delivery and pick-up; to protect the customer against liability for damage to our equipment while on rent; and for fuel. Collectively, these "ancillary fees" represented about 11 percent of equipment rental revenue in 2014. Delivery and pick-up revenue, which represented about seven percent of equipment rental revenue in 2014, is recognized when the service is performed. Customers have the option of purchasing a damage waiver when they rent our equipment to protect against potential loss or damage; we refer to the fee we charge for the waiver as Rental Protection Plan (or "RPP") revenue. RPP revenue, which represented about two percent of equipment rental revenue in 2014, is recognized ratably over the contract term. Fees related to the consumption of fuel by our customers are recognized when the equipment is returned by the customer (and consumption, if any, can be measured). 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 on our customers’ fleet (including parts sales).

2014 total revenues of $5.7 billion increased 14.7 percent compared with total revenues of $5.0 billion in 2013. As discussed above, in April 2014, we acquired National Pump, and the results of National Pump's operations have been included in our consolidated financial statements since the acquisition date. The revenue increase reflects a 14.8 percent increase in equipment rentals, which was primarily due to a 9.6 percent increase in the volume of OEC on rent, a 4.5 percent rental rate increase and changes in rental mix, partially offset by fluctuations in the exchange rate between the U.S. and Canadian dollars. 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 2014, the favorable impact of changes in the mix of equipment rented, including the impact of the acquisition of National Pump, was partially offset by an increase in 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 2014 reflect improvements in our operating environment and the execution of our strategy. 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 11.0 percent, primarily reflecting increased volume and improved pricing.

2013 total revenues of $5.0 billion increased 20.4 percent compared with total revenues of $4.1 billion in 2012. The increase reflects a 21.4 percent increase in equipment rentals, which was primarily due to a 22.1 percent increase in the volume of OEC on rent, and a 4.2 percent rental rate increase on a pro forma basis (that is, assuming United Rentals and RSC were combined for full year 2012), partially offset by changes in rental mix. There are two components of rental mix that impact equipment rentals: 1) the type of equipment rented and 2) the duration of the rental contract (daily, weekly and monthly). In 2013, we increased the 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 2013 reflected, 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. In addition to the impact of the RSC acquisition, the 22.1 percent increase in the volume of OEC on rent reflects increased capital expenditures on rental fleet and improved asset productivity. Additionally, sales of rental equipment increased 22.8 percent, primarily reflecting increased volume, including the impact of the RSC acquisition, improved pricing and changes in mix.

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 revenues from renting equipment 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 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 $36 and $30 as of December 31, 2014 and 2013, respectively. Equipment rentals include our revenues from renting equipment, as well as revenue related to the fees we charge customers: for equipment delivery and pick-up; to protect the customer against liability for damage to our equipment while on rent; and for fuel. Delivery and pick-up revenue is recognized when the service is performed. Customers have the option of purchasing a damage waiver when they rent our equipment to protect against potential loss or damage; we refer to the fee we charge for the waiver as Rental Protection Plan (or "RPP") revenue. RPP revenue is recognized ratably over the contract term. Fees related to the consumption of fuel by our customers are recognized when the equipment is returned by the customer (and consumption, if any, can be measured).

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 $39, $44 and $24 for the years ended December 31, 2014, 2013 and 2012, 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 $97 or $124, 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 $10. 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 $16 or $24, respectively.

Purchase Price Allocation. We have made a number of acquisitions in the past (including the RSC and National Pump acquisitions discussed in note 3 to our consolidated financial statements) 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), goodwill and other intangible assets generally represent the largest components of our acquisitions. 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.

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 cash flow 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- Each reporting unit's estimated 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' business enterprise. 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.

Financial Accounting Standards Board ("FASB") 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.

In connection with our goodwill impairment test that was conducted as of October 1, 2013, we performed the following procedures:

Qualitative assessment: For 10 of our reporting units, which had combined goodwill of $2.3 billion as of October 1, 2013, 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;

Impairment test: In 2013, there was a change in our internal reporting structure that impacted four of our regions: Trench Safety, Power and HVAC, Pacific West and Western Canada. As a result of this realignment, for these four regions, which had combined goodwill of $626 as of October 1, 2013, we bypassed the qualitative assessment and proceeded directly to the first step of the goodwill impairment test. Our goodwill impairment testing as of this date indicated that each of these reporting units had estimated fair values which exceeded their respective carrying amounts by at least 44 percent. In connection with this impairment testing, we utilized a discount rate of between 9.5 percent and 13.0 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 long-term growth rate to 2.0 percent. In each of these three scenarios, the fair values still exceeded the carrying amounts for each reporting unit.

In connection with our goodwill impairment test that was conducted as of October 1, 2014, 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, excluding our Pump Solutions reporting unit, had estimated fair values which exceeded their respective carrying amounts by at least 63 percent. All of the assets in the Pump Solutions reporting unit were acquired in the April 2014 National Pump acquisition discussed above. The estimated fair value of our Pump Solutions reporting unit exceeded its carrying amount by 13 percent. As all of the assets in the Pump Solutions reporting unit were recorded at fair value as of the April 2014 acquisition date, we expected the percentage by which the Pump Solutions reporting unit’s fair value exceeded its carrying value to be significantly less than the equivalent percentages determined for our other reporting units. 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.

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, 2014, 2013 and 2012, we recognized asset impairment charges of $1, $4 and $15, 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, 2014 and 2013, 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 an impairment review of rental assets. As part of this impairment review, we estimate the future rental revenues from our rental assets based on current and expected utilization levels, the age of the assets and their remaining useful lives. Additionally, we estimate when the assets are 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 quarterly review, there was no impairment associated with our rental 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 2013 and 2012, we recognized benefits of $3 and $6, respectively, related to our provision for self-insurance reserves.

Legal Contingencies. We are involved in a variety of claims, lawsuits, investigations and proceedings, as described in note 14 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 two reportable segments are i) general rentals and ii) trench safety, power and HVAC, and pump solutions. The general rentals segment includes the rental of construction, aerial, industrial and homeowner equipment and related services and activities. The general rentals segment’s customers include construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. The general rentals segment operates throughout the United States and Canada. The trench safety, power and HVAC, and pump solutions segment is comprised of: (i) the Trench Safety region, which rents trench safety equipment such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, (ii) the Power and HVAC region, which rents power and HVAC equipment such as portable diesel generators, electrical distribution equipment, and temperature control equipment including heating and cooling equipment, and (iii) the Pump Solutions region, which rents pumps primarily used by energy and petrochemical customers. The trench safety, power and HVAC, and pump solutions segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. This segment operates throughout the United States and in Canada.

21

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, Pacific West, South, Southeast and Western Canada—into our general rentals reporting segment. Historically, there have been variances in the levels of equipment rentals gross margins achieved by these regions. For instance, for the five year period ended December 31, 2014, certain of our regions had equipment rentals gross margins that varied by between 10 percent and 14 percent from the equipment rentals gross margins of the aggregated general rentals' regions over the same period. For the year ended December 31, 2014, the aggregate general rentals' equipment rentals gross margin increased 2.2 percentage points to 42.4 percent, primarily reflecting increased rental rates, a 0.7 percentage point increase in time utilization on a significantly larger fleet, and decreased compensation and depreciation costs as a percentage of revenue. As compared to the equipment rentals revenue increase of 9.1 percent, compensation costs increased 5.0 percent due primarily to increased headcount associated with higher rental volume, and depreciation of rental equipment increased 4.3 percent. 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, 2014, the general rentals' region with the lowest equipment rentals gross margin was the Pacific West. The Pacific West region's equipment rentals gross margin of 35.2 percent for the five year period ended December 31, 2014 was 12 percent less than the equipment rentals gross margins of the aggregated general rentals' regions over the same period. The Pacific West region's equipment rentals gross margin was less than the other general rentals' regions during this period due to weaker end markets. For the year ended December 31, 2014, the Pacific West region's equipment rentals gross margin increased 3.9 percentage points to 41.3 percent, primarily reflecting a 4.8 percent rental rate increase and a 1.1 percentage point increase in time utilization, and cost improvements. As compared to the equipment rentals revenue increase of 5.5 percent, compensation costs, depreciation, and aggregate repair and maintenance and delivery costs were flat. Rental rate changes are calculated based on the year over year variance in average contract rates, weighted by the prior period revenue mix.

For the five year period ended December 31, 2014, the general rentals' region with the highest equipment rentals gross margin was the South. The South region's equipment rentals gross margin of 44.5 percent for the five year period ended December 31, 2014 was 14 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 due to strong end markets that have recovered faster than other parts of the country. For the year ended December 31, 2014, the South region's equipment rentals gross margin increased 3.0 percentage points to 48.0 percent primarily reflecting a 5.1 percent rental rate increase due to strong end markets.

Although the margins for certain of our general rentals' regions exceeded a 10 percent variance level for the five year period ended December 31, 2014, we expect convergence going forward given the cyclical nature of the construction industry, which impacts each region differently, and our continued focus on fleet sharing. Additionally, the margins for the five year period ended December 31, 2014 include the significant impact of the economic downturn that commenced in the latter part of 2008 and continued through 2010. We began to see recovery late in the first quarter of 2010, but the economic impact of the downturn and the pace of recovery impacted all of our regions differently. 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:

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	General rentals		Trench safety, power and HVAC, and pump solutions		Total
Year Ended December 31, 2014
Equipment rentals	$	4,222	$	597	$	4,819
Sales of rental equipment	519		25		544
Sales of new equipment	113		36		149
Contractor supplies sales	73		12		85
Service and other revenues	75		13		88
Total revenue	$	5,002	$	683	$	5,685
Year Ended December 31, 2013
Equipment rentals	$	3,869	$	327	$	4,196
Sales of rental equipment	474		16		490
Sales of new equipment	97		7		104
Contractor supplies sales	79		8		87
Service and other revenues	72		6		78
Total revenue	$	4,591	$	364	$	4,955
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

Equipment rentals. 2014 equipment rentals of $4.8 billion increased $0.6 billion, or 14.8 percent, as compared to 2013. As discussed above, in April 2014, we acquired National Pump, and the results of National Pump's operations have been included in our consolidated financial statements since the acquisition date. The equipment rentals increase was primarily due to a 9.6 percent increase in the volume of OEC on rent, a 4.5 percent rental rate increase and changes in rental mix, partially offset by fluctuations in the exchange rate between the U.S. and Canadian dollars. 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 2014, the favorable impact of changes in the mix of equipment rented, including the impact of the acquisition of National Pump, was partially offset by an increase in 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 2014 reflect improvements in our operating environment and the execution of our strategy. Equipment rentals represented 85 percent of total revenues in 2014. On a segment basis, equipment rentals represented 84 percent and 87 percent of total revenues for general rentals and trench safety, power and HVAC, and pump solutions, respectively. General rentals equipment rentals increased $0.4 billion, or 9.1 percent, primarily reflecting a 6.7 percent increase in the volume of OEC on rent, increased rental rates and changes in rental mix, partially offset by fluctuations in the exchange rate between the U.S. and Canadian dollars. In 2014, the favorable impact of changes in the mix of general rentals equipment rented was partially offset by an increase in the proportion of equipment rentals generated from monthly rental contracts. Trench safety, power and HVAC, and pump solutions equipment rentals increased $270, or 82.6 percent, primarily reflecting an increase in the volume of OEC on rent and increased rental rates. Trench safety, power and HVAC, and pump solutions average OEC for 2014 increased 75 percent, including the impact of the acquisition of National Pump discussed above, as compared to 2013. Capitalizing on the demand for the higher margin equipment rented by our trench safety, power and HVAC, and pump solutions segment was a key component of our strategy in 2014 and 2013.

2013 equipment rentals of $4.2 billion increased $0.7 billion, or 21.4 percent, as compared to 2012, primarily reflecting a 22.1 percent increase in the volume of OEC on rent and a 4.2 percent rental rate increase on a pro forma basis (that is, assuming United Rentals and RSC were combined for full year 2012), partially offset by changes in rental mix. In 2013, 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 2013 reflect, in addition to the impact of the RSC acquisition, a modest improvement in our

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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. In addition to the impact of the RSC acquisition, the 22.1 percent increase in the volume of OEC on rent reflects increased capital expenditures on rental fleet and improved asset productivity. Equipment rentals represented 85 percent of total revenues in 2013. On a segment basis, equipment rentals represented 84 percent and 90 percent of total revenues for general rentals and trench safety, power and HVAC, and pump solutions, respectively. General rentals equipment rentals increased $0.7 billion, or 21.4 percent, primarily reflecting a 22.2 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. Trench safety, power and HVAC, and pump solutions equipment rentals increased $60, or 22.5 percent, primarily reflecting an increase in the volume of OEC on rent and increased rental rates. Trench safety, power and HVAC, and pump solutions average OEC for 2013 increased 19 percent as compared to 2012. Capitalizing on the demand for the higher margin equipment rented by our trench safety, power and HVAC, and pump solutions segment was a key component of our strategy in 2013 and 2012.

Sales of rental equipment. For the three years in the period ended December 31, 2014, sales of rental equipment represented approximately 10 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. 2014 sales of rental equipment of $544increased $54, or 11.0 percent, from 2013 primarily reflecting increased volume and improved pricing. 2013 sales of rental equipment of $490 increased $91, or 22.8 percent, from 2012 primarily reflecting increased volume, including the impact of the RSC acquisition, improved pricing and changes in mix.

Sales of new equipment. For the three years in the period ended December 31, 2014, sales of new equipment represented approximately 2 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. 2014 sales of new equipment of $149increased $45, or 43.3 percent, from 2013 primarily reflecting increased volume, including the impact of the acquisition of National Pump discussed above, improved pricing and changes in mix. 2013 sales of new equipment of $104 increased $11, or 11.8 percent, from 2012 primarily reflecting increased volume, including the impact of the RSC acquisition, and improved pricing in a stronger retail market.

Sales of contractor supplies. For the three years in the period ended December 31, 2014, sales of contractor supplies represented approximately 2 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. 2014 sales of contractor supplies were flat with 2013, and 2013 sales of contractor supplies were flat with 2012.

Service and other revenues. For the three years in the period ended December 31, 2014, service and other revenues represented approximately 2 percent of our total revenues. Our general rentals segment accounted for substantially all of these sales. 2014 service and other revenues of $88increased$10, or 12.8 percent, from 2013 primarily reflecting the impact of the National Pump acquisition discussed above. 2013 service and other revenues of $78 decreased $5, or 6.0 percent, from 2012 primarily due to the sale in 2012 of a subsidiary that developed and marketed software.

Fourth Quarter 2014 Items. The fourth quarter of 2014 includes an increase in bad debt expense of $8 as compared to the fourth quarter of 2013 primarily due to improved receivable aging which reduced the expense in the fourth quarter of 2013. Additionally, the fourth quarter of 2014 includes an increase in stock compensation, net of $14 as compared to the fourth quarter of 2013 primarily due to improved profitability which resulted in increased performance-based stock compensation.

Fourth Quarter 2013 Items. The fourth quarter of 2013 includes a reduction in bad debt expense of $17 as compared to the fourth quarter of 2012 primarily due to improved receivable aging. In the fourth quarter of 2013, we recognized a benefit of $3 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

Fourth Quarter 2012 Items. In the fourth quarter of 2012, we recognized $13 of charges related to the RSC acquisition. Additionally, during the quarter, we recognized restructuring charges of $6, primarily reflecting branch closure charges associated with the RSC acquisition. 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.

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, 2014 were as follows:

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	General rentals			Trench safety, power and HVAC, and pump solutions			Total
2014
Equipment Rentals Gross Profit	$	1,790		$	302		$	2,092
Equipment Rentals Gross Margin	42.4		%	50.6		%	43.4		%
2013
Equipment Rentals Gross Profit	$	1,557		$	153		$	1,710
Equipment Rentals Gross Margin	40.2		%	46.8		%	40.8		%
2012
Equipment Rentals Gross Profit	$	1,239		$	125		$	1,364
Equipment Rentals Gross Margin	38.9		%	46.8		%	39.5		%

General rentals. For the three years in the period ended December 31, 2014, general rentals accounted for 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 2014 increased $233 and equipment rentals gross margin increased 2.2 percentage points, primarily reflecting increased rental rates, a 0.7 percentage point increase in time utilization on a significantly larger fleet, and decreased compensation and depreciation costs as a percentage of revenue. As compared to the equipment rentals revenue increase of 9.1 percent, compensation costs increased 5.0 percent due primarily to increased headcount associated with higher rental volume, and depreciation of rental equipment increased 4.3 percent. Time utilization was 69.5 percent and 68.8 percent for the years ended December 31, 2014 and 2013, respectively. General rentals’ equipment rentals gross profit in 2013 increased $318 and equipment rentals gross margin increased 1.3 percentage points, primarily reflecting increased rental rates, a 0.7 percentage point increase in time utilization on a significantly larger fleet, and decreased compensation costs as a percentage of revenue. As compared to the equipment rentals revenue increase of 21.4 percent, compensation costs increased 15.0 percent due primarily to increased headcount associated with higher rental volume and the RSC acquisition. Time utilization was 68.8 percent and 68.1 percent for the years ended December 31, 2013 and 2012, respectively.

Trench safety, power and HVAC, and pump solutions. For the year ended December 31, 2014, equipment rentals gross profit increased by $149 and equipment rentals gross margin increased 3.8 percentage points from 2013 primarily reflecting increased equipment rentals revenue due to an increase in the volume of OEC on rent and increased rental rates, and decreased compensation costs as a percentage of revenue. Trench safety, power and HVAC, and pump solutions average OEC for the year ended December 31, 2014 increased 75 percent, including the impact of the acquisition of National Pump discussed above, as compared to 2013. As compared to the equipment rentals revenue increase of 82.6 percent, compensation costs increased 57.4 percent. For the year ended December 31, 2013, equipment rentals gross profit increased by $28 and equipment rentals gross margin was flat with 2012. The increase in gross profit primarily reflects increased average OEC which contributed to higher revenue. Trench safety, power and HVAC, and pump solutions average OEC for the year ended December 31, 2013 increased 19 percent as compared to 2012.

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

	Year Ended December 31,
	2014		2013		2012
Total gross margin	42.8	%	40.1	%	38.5	%
Equipment rentals	43.4	%	40.8	%	39.5	%
Sales of rental equipment	42.1	%	35.9	%	31.3	%
Sales of new equipment	19.5	%	19.2	%	20.4	%
Contractor supplies sales	30.6	%	32.2	%	28.7	%
Service and other revenues	63.6	%	67.9	%	65.1	%

2014 gross margin of 42.8 percent increased 2.7 percentage points as compared to 2013, primarily reflecting increased gross margins from equipment rentals and sales of rental equipment. Equipment rentals gross margin increased 2.6 percentage points, primarily reflecting a 4.5 percent rental rate increase, a 0.6 percentage point increase in time utilization on a significantly larger fleet, and decreased compensation and depreciation costs as a percentage of revenue. As compared to the equipment rentals revenue increase of 14.8 percent, compensation costs increased 8.7 percent due primarily to increased

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headcount associated with higher rental volume, and depreciation of rental equipment increased 8.1 percent. Time utilization was 68.8 percent and 68.2 percent for the years ended December 31, 2014 and 2013, respectively. Gross margin from sales of rental equipment increased 6.2 percentage points primarily due to improvements in 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.

2013 gross margin of 40.1 percent increased 1.6 percentage points as compared to 2012, primarily reflecting increased gross margins from equipment rentals and sales of rental equipment. Equipment rentals gross margin increased 1.3 percentage points (including the benefit of cost synergies realized from the merger with RSC), primarily reflecting a 4.2 percent rental rate increase on a pro forma basis, a 0.7 percentage point increase in time utilization on a significantly larger fleet, and decreased compensation costs as a percentage of revenue. As compared to the equipment rentals revenue increase of 21.4 percent, compensation costs increased 15.4 percent due primarily to increased headcount associated with higher rental volume and the RSC acquisition. Time utilization was 68.2 percent and 67.5 percent for the years ended December 31, 2013 and 2012, respectively. Gross margin from sales of rental equipment increased 4.6 percentage points primarily due to improvements in pricing and channel mix.

Selling, general and administrative (“SG&A”) expenses. SG&A expense information for each of the three years in the period ended December 31, 2014 was as follows:

	Year Ended December 31,
	2014			2013			2012
Total SG&A expense	$	758		$	642		$	588
SG&A expense as a percentage of revenue	13.3		%	13.0		%	14.3		%

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

2014 SG&A expense of $758 increased $116 as compared to 2013, primarily reflecting increased compensation costs due to i) increased variable compensation costs associated with higher revenues and improved profitability and ii) increased headcount. As a percentage of revenue, SG&A expense increased by 0.3 percentage points year over year. The increase in SG&A as a percentage of revenue primarily reflects increased compensation costs as a percentage of revenue.

2013 SG&A expense of $642 increased $54 as compared to 2012. The increase in SG&A primarily reflects increased compensation costs associated with higher revenues, improved profitability and increased headcount following the RSC acquisition, and increased travel and entertainment and office expenses following the RSC acquisition, partially offset by a reduction in bad debt expense primarily due to improved receivable aging. 2013 bad debt expense decreased $33 as compared to 2012. As a percentage of revenue, SG&A expense improved by 1.3 percentage points year over year, including the benefit of cost synergies realized from the merger with RSC. The improvement in SG&A as a percentage of revenue primarily reflects the reduction in bad debt expense and a decrease in compensation costs as a percentage of revenue.

Merger related costs for each of the three years in the period ended December 31, 2014 were as follows:

	Year Ended December 31,
	2014		2013		2012
Merger related costs	$	11	$	9	$	111

As discussed in note 3 to the consolidated financial statements, in April 2012, we completed the acquisition of RSC, and in April 2014, we completed the acquisition of National Pump. The merger related costs primarily relate to financial and legal advisory fees, and branding costs associated with the RSC and National Pump acquisitions. The 2014 costs also include changes subsequent to the acquisition date to the fair value of the contingent cash consideration we expect to pay associated with the National Pump acquisition as discussed in note 11 to our consolidated financial statements.

Restructuring charges for each of the three years in the period ended December 31, 2014 were as follows:

	Year Ended December 31,
	2014			2013		2012
Restructuring charge	$	(1	)	$	12	$	99

The restructuring charges for the years ended December 31, 2014, 2013 and 2012 reflect severance costs and branch closure charges associated with the RSC merger related restructuring program and our closed restructuring program. The

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branch closure charges primarily reflect continuing lease obligations at vacant facilities. The income for the year ended December 31, 2014 primarily reflects buyouts or settlements of real estate leases for less than the recognized reserves. We do not expect to incur significant additional charges in connection with these restructuring programs, both of which were complete as of December 31, 2014. 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, 2014 was as follows:

	Year Ended December 31,
	2014		2013		2012
Non-rental depreciation and amortization	$	273	$	246	$	198

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, 2014 increased primarily due to the 2014 acquisition of National Pump discussed in note 3 to our consolidated financial statements. Non-rental depreciation and amortization for the year ended December 31, 2013 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, 2014 was as follows:

	Year Ended December 31,
	2014		2013		2012
Interest expense, net	$	555	$	475	$	512

Interest expense, net for the year ended December 31, 2014increased by $80, or 17 percent. Interest expense, net for the year ended December 31, 2014 includes an aggregate loss of $80 associated with redemptions of our 10 ¹/4 percent Senior Notes, 9 ¹/4 percent Senior Notes and 4 percent Convertible Notes (see note 12 to our consolidated financial statements for additional detail). Excluding the impact of this loss, interest expense, net, for the year ended December 31, 2014 was flat with 2013. As discussed in note 12 to our consolidated financial statements, in March 2012, we issued $2.8 billion 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, 2013 decreased by $37, or 7 percent. 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 represented the difference between the net carrying amount and the total purchase/conversion price of these securities. Excluding the impact of these items, interest expense, net, for the year ended December 31, 2013 increased primarily due to increased average outstanding debt, including the debt issued and assumed in connection with the RSC acquisition, as compared to 2012.

Interest expense—subordinated convertible debentures for each of the three years in the period ended December 31, 2014 was as follows:

	Year Ended December 31,
	2014		2013		2012
Interest expense-subordinated convertible debentures	$	—	$	3	$	4

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, which resulted in Holdings receiving all of the net proceeds of the offering. The QUIPS were non-voting securities, carried a liquidation value of $50 (fifty dollars) per security and were convertible into Holdings’ common stock. During the year ended December 31, 2013, an aggregate of $55 of QUIPS was redeemed. In connection with these redemptions, during the year ended December 31, 2013, we retired $55 principal amount of our subordinated convertible debentures. As of December 31, 2014 and 2013, there were no QUIPS or subordinated convertible debentures outstanding. The subordinated convertible debentures reflected the obligation to our subsidiary that issued the QUIPS. This subsidiary was not consolidated in our financial statements because we were not the primary beneficiary of the Trust. In 2013, the Trust was liquidated. Interest expense- subordinated convertible debentures for 2013 includes a loss of $2 recognized in connection with the simultaneous purchase of QUIPS and retirement of the subordinated convertible debentures.

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Other income, net for each of the three years in the period ended December 31, 2014 was as follows:

	Year Ended December 31,
	2014			2013			2012
Other income, net	$	(14	)	$	(5	)	$	(13	)

The increase in other income, net for the year ended December 31, 2014 primarily reflects increased gains on sales of non-rental equipment. The decrease in other income, net for the year ended December 31, 2013 primarily reflects an $8 gain recognized in 2012 upon the sale of a former subsidiary that developed and marketed software.

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

	Year Ended December 31,
	2014			2013			2012
Income before provision for income taxes	$	850		$	605		$	88
Provision for income taxes	310			218			13
Effective tax rate (1)	36.5		%	36.0		%	14.8		%

_________________

(1) A detailed reconciliation of the effective tax rates to the U.S. federal statutory income tax rate is included in note 13 to our consolidated financial statements.

The differences between the effective tax rates of 36.5 percent, 36.0 percent, and 14.8 percent for 2014, 2013, and 2012, 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.

Balance sheet. The asset increases from December 31, 2013 to December 31, 2014 reflect the significant impact of the National Pump acquisition discussed in note 3 to the consolidated financial statements. Accounts receivable, net increased by $136, or 16.9 percent, from December 31, 2013 to December 31, 2014 primarily due to increased 2014 revenue. Accrued expenses and other liabilities increased by $185, or 47.4 percent, from December 31, 2012 to December 31, 2014 primarily due to consideration we expect to pay associated with the National Pump acquisition.

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 the last several years, 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 $1.3 billion 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, and we increased it again in December 2013 to $2.3 billion.

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

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

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

• In February 2013, we amended our accounts receivable securitization facility primarily to increase the facility size from $475 to $550.

• In September 2013, we renewed our accounts receivable securitization facility. We renewed the facility again in September 2014.

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• In 2013, we retired all of our outstanding subordinated convertible debentures.

• In January 2014, we redeemed all of our 10 ¹/4 percent Senior Notes.

• In March 2014, we issued $525 aggregate principal amount of 6 ¹/₈ percent Senior Notes as an add on to our existing 6 ¹/₈ percent Senior Notes.

• In March 2014, we issued $850 aggregate principal amount of 5 ³/₄ percent Senior Notes.

• In April 2014, we redeemed all of our 9 ¹/₄ percent Senior Notes.

As previously announced, in connection with the RSC acquisition, our Board authorized a stock buyback of up to $200 of Holdings' common stock which we intended to complete within 18 months after the April 30, 2012 closing of the RSC acquisition and completed as of December 31, 2013. Additionally, in 2013, our Board authorized a $500 share repurchase program. Our intention was to complete such program within 18 months after the October 2013 announcement. We accelerated the program which was complete as of December 31, 2014. In 2014, our Board authorized a new $750 share repurchase program, which we intend to complete within 18 months after the December 2014 announcement. During the years ended December 31, 2014 and 2013, in the aggregate we repurchased $593 and $94, respectively, of Holdings' common stock under these programs. As of January 19, 2015, we have repurchased $225 of Holdings' common stock under the $750 share repurchase program announced in December 2014.

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, 2014, we had (i) $946 of borrowing capacity, net of $50 of letters of credit, available under the ABL facility, (ii) $2 of borrowing capacity available under our accounts receivable securitization facility and (iii) cash and cash equivalents of $158. Cash equivalents at December 31, 2014 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, 2014, $1.3 billion and $548 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, 2014 were 2.2 percent and 0.8 percent, respectively. During the year ended December 31, 2014, the monthly average amounts outstanding under the ABL facility and the accounts receivable securitization facility, including both prior to and after amendment and renewal of the accounts receivable securitization facility, were $1.1 billion and $473, respectively, and the weighted-average interest rates thereon were 2.3 percent and 0.8 percent, respectively. The maximum month-end amounts outstanding under the ABL facility and the accounts receivable securitization facility, including both prior to and after amendment and renewal of the accounts receivable securitization facility, during the year ended December 31, 2014 were $1.3 billion and $550, respectively.

We expect that our principal needs for cash relating to our operations over the next 12 months will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale, (iii) payments due under operating leases, (iv) debt service, (v) acquisitions and (vi) share repurchases. 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 19, 2015 were as follows:

	Corporate Rating	Outlook
Moody’s	Ba3	Stable
Standard & Poor’s	BB-	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 2014 relative to 2013. Net rental capital expenditures (defined as purchases of rental equipment less the proceeds from sales of rental equipment) were $1.16

29

billion and $1.09 billion in 2014 and 2013, respectively. We expect net rental capital expenditures of approximately $1.2 billion and gross rental purchases of approximately $1.7 billion in 2015.

Loan Covenants and Compliance. As of December 31, 2014, we were in compliance with the covenants and other provisions of the ABL facility, the accounts receivable securitization facility and the senior notes. 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 ABL facility and through December 31, 2014, 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.

URNA’s payment capacity is restricted under the covenants in the indentures governing its outstanding indebtedness. Although this restricted capacity limits 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 2014, we (i) generated cash from operating activities of $1,801, (ii) generated cash from the sale of rental and non-rental equipment of $577 and (iii) received cash from debt proceeds, net of payments, of $787. We used cash during this period principally to (i) purchase rental and non-rental equipment of $1,821, (ii) purchase other companies for $756 and (iii) purchase shares of our common stock for $613. During 2013, we (i) generated cash from operating activities of $1,551 and (ii) generated cash from the sale of rental and non-rental equipment of $516. We used cash during this period principally to (i) purchase rental and non-rental equipment of $1,684, (ii) fund payments, net of proceeds, on debt of $160 and (iii) purchase shares of our common stock for $115.

Free Cash Flow GAAP Reconciliation

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

	Year Ended December 31,
	2014			2013			2012
Net cash provided by operating activities	$	1,801		$	1,551		$	721
Purchases of rental equipment	(1,701		)	(1,580		)	(1,272		)
Purchases of non-rental equipment	(120		)	(104		)	(97		)
Proceeds from sales of rental equipment	544			490			399
Proceeds from sales of non-rental equipment	33			26			31
Excess tax benefits from share-based payment arrangements, net	—			—			(5		)
Free cash flow (usage)	$	557		$	383		$	(223	)

Free cash flow for the year ended December 31, 2014 was $557, an increase of $174 as compared to $383 for the year ended December 31, 2013. Free cash flow for the years ended December 31, 2014 and 2013 includes aggregate cash payments of $17 and $38, respectively, related to merger and restructuring activity. Free cash flow increased primarily due to increased net cash provided by operating activities and increased proceeds from sales of rental equipment partially offset by increased purchases of rental equipment. Free cash usage for the year ended December 31, 2013 was $383, an increase of $606 as compared to free cash usage of $223 for the year ended December 31, 2012. Free cash flow for the years ended December 31, 2013 and 2012 includes aggregate cash payments of $38 and $150, respectively, related to merger and restructuring activity. Free cash flow increased primarily due to increased net cash provided by operating activities and increased proceeds from sales

30

of rental equipment partially offset by increased purchases of rental equipment. We expect free cash flow in the range of $725 to $775 in 2015 and intend to use this to reduce our leverage and to fund our share repurchase program discussed above.

Certain Information Concerning Contractual Obligations. The table below provides certain information concerning the payments coming due under certain categories of our existing contractual obligations as of December 31, 2014:

	2015		2016		2017		2018		2019		Thereafter		Total
Debt and capital leases (1)	$	620	$	1,333	$	19	$	760	$	4	$	5,256	$	7,992
Interest due on debt (2)	459		447		423		403		379		790		2,901
Operating leases (1):
Real estate	100		86		67		48		29		46		376
Non-rental equipment	31		29		27		20		15		8		130
Service agreements (3)	14		7		—		—		—		—		21
Purchase obligations (4)	1,085		—		—		—		—		—		1,085
Total (5)	$	2,309	$	1,902	$	536	$	1,231	$	427	$	6,100	$	12,505

_________________

(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.

(2) Estimated interest payments have been calculated based on the principal amount of debt and the applicable interest rates as of December 31, 2014.

(3) These primarily represent service agreements with third parties to provide wireless and network services.

(4) As of December 31, 2014, 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 2015.

(5) This information excludes $7 of unrecognized tax benefits, which are discussed further in note 13 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.

Interest Rate Risk. As of December 31, 2014, we had an aggregate of $1.9 billion of indebtedness that bears interest at variable rates, comprised of $1.3 billion of borrowings under the ABL facility and $548 of borrowings under our accounts receivable securitization facility. The interest rates applicable to our variable rate debt on December 31, 2014 were (i) 2.2 percent for the ABL facility and (ii) 0.8 percent for the accounts receivable securitization facility. As of December 31, 2014, based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately $11 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, 2014, we had an aggregate of $6.2 billion of indebtedness that bears interest at fixed rates. A one percentage point decrease in market interest rates as of December 31, 2014 would increase the fair value of our fixed rate

31

indebtedness by approximately six percent. For additional information concerning the fair value and terms of our fixed rate debt, see note 11 (see “Fair Value of Financial Instruments”) and note 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 2014 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 $12. 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, 0.7 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 $80.00 or $100.00 per share, assuming an effective conversion price of $15.56 per share, on a net basis, we would issue 2.6 million or 2.7 million shares, respectively. Based on the price of our common stock during the fourth quarter of 2014, holders of the 4 percent Convertible Notes have the right to redeem the notes during the first quarter of 2015 at a conversion price of $11.11 per share of common stock. Since January 1, 2015 (the beginning of the first quarter), none of the 4 percent Convertible Senior Notes were redeemed, however we have received redemption notices for $26 of the 4 percent Convertible Senior Notes which we expect to be redeemed in the first quarter of 2015.

If the total $34 outstanding principal amount of the 4 percent Convertible Notes was converted, the total cost to settle the notes would be $310, assuming a conversion price of $102.01 (the closing price of our common stock on December 31, 2014) per share of common stock. The $34 principal amount would be settled in cash, and the remaining $276 could be settled in cash, shares of our common stock, or a combination thereof, at our discretion. Based on the December 31, 2014 closing stock price, approximately 3 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 $276 of conversion value in excess of the principal amount in stock. The total cost to settle would change approximately $3 for each $1 (actual dollars) change in our stock price. If the full principal amount was converted at our December 31, 2014 closing stock price, we estimate that we would receive approximately $3 in either cash or stock from the option counterparties, after which the effective conversion price would be approximately $12.10.

32

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, 2014 and 2013, 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, 2014. 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 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 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, 2014 and 2013, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2014, 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, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated January 21, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Stamford, Connecticut

January 21, 2015

33

UNITED RENTALS, INC.

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

	December 31,
	2014			2013
ASSETS
Cash and cash equivalents	$	158		$	175
Accounts receivable, net of allowance for doubtful accounts of $43 at December 31, 2014 and $49 at December 31, 2013	940			804
Inventory	78			70
Prepaid expenses and other assets	122			53
Deferred taxes	248			260
Total current assets	1,546			1,362
Rental equipment, net	6,008			5,374
Property and equipment, net	438			421
Goodwill	3,272			2,953
Other intangible assets, net	1,106			1,018
Other long-term assets	97			103
Total assets	$	12,467		$	11,231
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	$	618		$	604
Accounts payable	285			292
Accrued expenses and other liabilities	575			390
Total current liabilities	1,478			1,286
Long-term debt	7,434			6,569
Deferred taxes	1,692			1,459
Other long-term liabilities	65			69
Total liabilities	10,669			9,383
Temporary equity (note 12)	2			20
Common stock—$0.01 par value, 500,000,000 shares authorized, 108,233,686 and 97,877,580 shares issued and outstanding, respectively, at December 31, 2014 and 97,966,802 and 93,288,936 shares issued and outstanding, respectively, at December 31, 2013	1			1
Additional paid-in capital	2,168			2,054
Retained earnings (accumulated deficit)	503			(37		)
Treasury stock at cost—10,356,106 and 4,677,866 shares at December 31, 2014 and December 31, 2013, respectively	(802		)	(209		)
Accumulated other comprehensive (loss) income	(74		)	19
Total stockholders’ equity	1,796			1,828
Total liabilities and stockholders’ equity	$	12,467		$	11,231

See accompanying notes.

34

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

	Year Ended December 31,
	2014			2013			2012
Revenues:
Equipment rentals	$	4,819		$	4,196		$	3,455
Sales of rental equipment	544			490			399
Sales of new equipment	149			104			93
Contractor supplies sales	85			87			87
Service and other revenues	88			78			83
Total revenues	5,685			4,955			4,117
Cost of revenues:
Cost of equipment rentals, excluding depreciation	1,806			1,634			1,392
Depreciation of rental equipment	921			852			699
Cost of rental equipment sales	315			314			274
Cost of new equipment sales	120			84			74
Cost of contractor supplies sales	59			59			62
Cost of service and other revenues	32			25			29
Total cost of revenues	3,253			2,968			2,530
Gross profit	2,432			1,987			1,587
Selling, general and administrative expenses	758			642			588
Merger related costs	11			9			111
Restructuring charge	(1		)	12			99
Non-rental depreciation and amortization	273			246			198
Operating income	1,391			1,078			591
Interest expense, net	555			475			512
Interest expense—subordinated convertible debentures	—			3			4
Other income, net	(14		)	(5		)	(13		)
Income before provision for income taxes	850			605			88
Provision for income taxes	310			218			13
Net income	$	540		$	387		$	75
Basic earnings per share	$	5.54		$	4.14		$	0.91
Diluted earnings per share	$	5.15		$	3.64		$	0.79

See accompanying notes.

35

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

	Year Ended December 31,
	2014			2013			2012
Net income	$	540		$	387		$	75
Other comprehensive (loss) income:
Foreign currency translation adjustments	(90		)	(65		)	8
Fixed price diesel swaps	(3		)	—			1
Other comprehensive (loss) income (1)	(93		)	(65		)	9
Comprehensive income	$	447		$	322		$	84

(1)There were no material reclassifications from accumulated other comprehensive (loss) income reflected in other comprehensive (loss) income during the years ended December 31, 2014, 2013 or 2012. There is no tax impact related to the foreign currency translation adjustments, as the earnings are considered permanently reinvested. There were no material taxes associated with other comprehensive (loss) income during the years ended December 31, 2014, 2013 or 2012.

See accompanying notes.

36

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In millions)

	Common Stock										Treasury Stock
	Number of Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Number of Shares	Amount			Accumulated Other Comprehensive Income
Balance at January 1, 2012	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 "Merger related costs" as reported in our consolidated statements of cash flows.

See accompanying notes.

37

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 (Loss)
Balance at December 31, 2012	93		$	1	$	1,997		$	(424	)	3	$	(115	)	$	84
Net income								387
Foreign currency translation adjustments															(65		)
Stock compensation expense, net					46
Exercise of common stock options	1				6
Conversion of subordinated convertible debentures	1				40
4 percent Convertible Senior Notes (1)					(14		)
Shares repurchased and retired					(21		)
Repurchase of common stock	(2	)									2	(94		)
Balance at December 31, 2013	93		$	1	$	2,054		$	(37	)	5	$	(209	)	$	19

(1)Reflects amortization of the original issue discount on the 4 percent Convertible Senior Notes (an amount equal to the unamortized portion of the original issue discount is reflected as “temporary equity” in our consolidated balance sheet) 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, 2013 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.

38

UNITED RENTALS, INC.

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

(In millions)

	Common Stock				Additional			(Accumulated Deficit)			Treasury Stock				Accumulated Other
	Number of Shares		Amount		Paid-in Capital			Retained Earnings			Number of Shares	Amount			Comprehensive Income (Loss) (2)
Balance at December 31, 2013	93		$	1	$	2,054		$	(37	)	5	$	(209	)	$	19
Net income								540
Foreign currency translation adjustments															(90		)
Fixed price diesel swaps															(3		)
Stock compensation expense, net					74
Exercise of common stock options	—				2
4 percent Convertible Senior Notes (1)	10				58
Shares repurchased and retired					(20		)
Repurchase of common stock	(5	)									5	$	(593	)
Balance at December 31, 2014	98		$	1	$	2,168		$	503		10	$	(802	)	$	(74	)

(1)Primarily reflects amortization of the original issue discount on the 4 percent Convertible Senior Notes (an amount equal to the unamortized portion of the original issue discount is reflected as “temporary equity” in our consolidated balance sheet) and cash received from the option counterparties to our convertible note hedges associated with conversions of a portion of our 4 percent Convertible Senior Notes. See note 12 to our consolidated financial statements for additional detail.

(2)As of December 31, 2014, 2013 and 2012, the Accumulated Other Comprehensive Income (Loss) balance primarily reflects foreign currency translation adjustments.

See accompanying notes.

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2014			2013			2012
	(In millions)
Cash Flows From Operating Activities:
Net income	$	540		$	387		$	75
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,194			1,098			897
Amortization of deferred financing costs and original issue discounts	17			21			23
Gain on sales of rental equipment	(229		)	(176		)	(125		)
Gain on sales of non-rental equipment	(11		)	(6		)	(2		)
Gain on sale of software subsidiary	—			1			(8		)
Stock compensation expense, net	74			46			32
Merger related costs	11			9			111
Restructuring charge	(1		)	12			99
Loss on extinguishment of debt securities	80			1			72
Loss on retirement of subordinated convertible debentures	—			2			—
Increase (decrease) in deferred taxes	261			167			(16		)
Changes in operating assets and liabilities:
Increase in accounts receivable	(101		)	(20		)	(86		)
Decrease (increase) in inventory	11			(2		)	(2		)
(Increase) decrease in prepaid expenses and other assets	(52		)	60			(18		)
(Decrease) increase in accounts payable	(23		)	9			(223		)
Increase (decrease) in accrued expenses and other liabilities	30			(58		)	(108		)
Net cash provided by operating activities	1,801			1,551			721
Cash Flows From Investing Activities:
Purchases of rental equipment	(1,701		)	(1,580		)	(1,272		)
Purchases of non-rental equipment	(120		)	(104		)	(97		)
Proceeds from sales of rental equipment	544			490			399
Proceeds from sales of non-rental equipment	33			26			31
Purchases of other companies, net of cash acquired	(756		)	(9		)	(1,175		)
Proceeds from sale of software subsidiary	—			—			10
Net cash used in investing activities	(2,000		)	(1,177		)	(2,104		)
Cash Flows From Financing Activities:
Proceeds from debt	7,070			3,805			6,013
Payments of debt, including subordinated convertible debentures	(6,283		)	(3,965		)	(4,370		)
Payments of financing costs	(22		)	(2		)	(75		)
Proceeds from the exercise of common stock options	2			6			21
Common stock repurchased	(613		)	(115		)	(131		)
Cash received (paid) in connection with the 4 percent Convertible Senior Notes and related hedge, net	42			(24		)	—
Excess tax benefits from share-based payment arrangements, net	—			—			(5		)
Net cash provided by (used in) financing activities	196			(295		)	1,453
Effect of foreign exchange rates	(14		)	(10		)	—
Net (decrease) increase in cash and cash equivalents	(17		)	69			70
Cash and cash equivalents at beginning of year	175			106			36
Cash and cash equivalents at end of year	$	158		$	175		$	106
Supplemental disclosure of cash flow information:
Cash paid for interest, including subordinated convertible debentures	$	457		$	461		$	371
Cash paid for income taxes, net	100			48			40

See accompanying notes.

39

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. Certain reclassifications of prior years’ amounts have been made to conform to the current year’s presentation.

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, 2014 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 $39, $44 and $24 for the years ended December 31, 2014, 2013 and 2012, 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 $604, $563 and $455 for the years ended December 31, 2014, 2013 and 2012, 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

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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 acquisitions discussed in note 3 to our consolidated financial statements) 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), goodwill and other intangible assets generally represent the largest components of our acquisitions. 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.

Financial Accounting Standards Board ("FASB") 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.

In connection with our goodwill impairment test that was conducted as of October 1, 2013, we performed the following procedures:

Qualitative assessment: For 10 of our reporting units, which had combined goodwill of $2.3 billion as of October 1, 2013, 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;

Impairment test: In 2013, there was a change in our internal reporting structure that impacted four of our regions: Trench Safety, Power and HVAC, Pacific West and Western Canada. As a result of this realignment, for these regions, which had combined goodwill of $626 as of October 1, 2013, we bypassed the qualitative assessment and proceeded directly to the first step of the goodwill impairment test. Our goodwill impairment testing as of this date indicated that each of these reporting units had estimated fair values which exceeded their respective carrying amounts by at least 44 percent.

In connection with our goodwill impairment test that was conducted as of October 1, 2014, 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

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impairment testing as of this date indicated that all of our reporting units, excluding our Pump Solutions reporting unit, had estimated fair values which exceeded their respective carrying amounts by at least 63 percent. In April 2014, we completed the acquisition of assets of the following four entities: National Pump & Compressor, Ltd., Canadian Pump and Compressor Ltd., GulfCo Industrial Equipment, LP and LD Services, LLC (collectively “National Pump”). All of the assets in the Pump Solutions reporting unit were acquired in the National Pump acquisition. The estimated fair value of our Pump Solutions reporting unit exceeded its carrying amount by 13 percent. As all of the assets in the Pump Solutions reporting unit were recorded at fair value as of the April 2014 acquisition date, we expected the percentage by which the Pump Solutions reporting unit’s fair value exceeded its carrying value to be significantly less than the equivalent percentages determined for our other reporting units.

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 of approximately 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 7 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 (loss) income within stockholders’ equity.

Revenue Recognition

Our rental contract periods are hourly, daily, weekly or monthly and we recognize revenues from renting equipment 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 $36 and $30 as of December 31, 2014 and 2013, respectively.

Equipment rentals include our revenues from renting equipment, as well as revenue related to the fees we charge customers: for equipment delivery and pick-up; to protect the customer against liability for damage to our equipment while on rent; and for fuel. Delivery and pick-up revenue is recognized when the service is performed. Customers have the option of purchasing a damage waiver when they rent our equipment to protect against potential loss or damage; we refer to the fee we charge for the waiver as Rental Protection Plan (or "RPP") revenue. RPP revenue is recognized ratably over the contract term. Fees related to the consumption of fuel by our customers are recognized when the equipment is returned by the customer (and consumption, if any, can be measured).

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

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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 television, 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 for each of the years ended December 31, 2014, 2013 and 2012.

We receive reimbursements for advertising that promotes a vendor’s products or services. Such reimbursements that meet the applicable criteria under U.S. generally accepted accounting principles (“GAAP”) are offset against advertising costs in the period in which we recognize the incremental advertising cost. The amounts of qualified advertising reimbursements that reduced advertising expense were $16, $15 and $13 for the years ended December 31, 2014, 2013 and 2012, 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, 2014 and 2013. 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 $700,000 (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 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 makes up our customer base. Our largest customer accounted for less than one percent of total revenues in each of 2014, 2013, and 2012. Our customer with the largest receivable balance represented approximately one percent of total receivables at December 31, 2014 and 2013. We manage credit risk through credit approvals, credit limits and other monitoring procedures.

Stock-Based Compensation

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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. For performance-based restricted stock units ("RSUs"), compensation expense is recognized if satisfaction of the performance condition is considered probable. 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.

New Accounting Pronouncements

Revenue from Contracts with Customers. In May 2014, the FASB issued guidance to clarify the principles for recognizing revenue. This guidance includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016. Early adoption is not permitted. We expect to adopt this guidance when effective, and the impact on our financial statements is not currently estimable.

3.    Acquisitions

On April 30, 2012, we acquired 100 percent of the outstanding common shares and voting interest of RSC Holdings Inc. ("RSC"). The acquisition date fair value of the consideration transferred was $2.6 billion. 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 has provided us with financial benefits including reduced operating expenses and additional revenue opportunities. Since the acquisition date, significant amounts of fleet have been moved between legacy 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.

In April 2014, we completed the acquisition of assets of National Pump. National Pump was the second largest specialty pump rental company in North America. National Pump was a leading supplier of pumps for energy and petrochemical customers, with upstream oil and gas customers representing about half of its revenue. National Pump had a total of 35 branches, including four branches in western Canada, and had annual revenues of approximately $210. The acquisition is expected to expand our product offering, and supports our strategy of expanding our presence in industrial and specialty rental markets.

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

Cash consideration (1)	$	773
Contingent consideration (2)	76
Total purchase consideration (3)	$	849

(1) Consists of cash paid of $714 and a ‘hold back’ of $59, which is subject to a final working capital true-up.

(2) Reflects the acquisition date fair value of the following additional cash consideration to be paid based on the achievement of the following financial targets:

1.A maximum payout of $75 if National Pump's trailing twelve months adjusted EBITDA (as defined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations- Financial Overview”) reaches $134twelve months post-closing; and

2.An additional maximum payout of $50 if National Pump's trailing twelve months adjusted EBITDA reaches $161eighteen months post-closing.

(3) Total purchase consideration excludes $15 of stock which was issued in connection with the acquisition and will be treated as compensation for book purposes but primarily represents deductible goodwill for income tax purposes.

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The following table summarizes the fair values of the assets acquired and liabilities assumed as of 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)	$	44
Inventory	19
Deferred taxes	6
Rental equipment	172
Property and equipment	10
Intangibles (2)	289
Other assets	1
Total identifiable assets acquired	541
Current liabilities	(25		)
Total liabilities assumed	(25		)
Net identifiable assets acquired	516
Goodwill (3)	333
Net assets acquired	$	849

(1) The fair value of accounts receivables acquired was $44, and the gross contractual amount was $47. We estimated that $3 would be uncollectible.

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

	Fair value		Life (years)
Customer relationships	$	274	10
Non-compete agreements	15		6
Total	$	289

(3) $321 of the goodwill was assigned to our trench safety, power and HVAC (heating, ventilating and air conditioning), and pump solutions segment and $12 of the goodwill was assigned to our general rentals segment. The level of goodwill that resulted from the merger is primarily reflective of National Pump's going-concern value, the value of National Pump'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. $348 of goodwill is expected to be deductible for income tax purposes.

The year ended December 31, 2014 includes National Pump acquisition-related costs of $10. The acquisition-related costs are reflected in our consolidated statements of income as “Merger related costs” which also include costs associated with the acquisition of RSC. The merger related costs primarily relate to financial and legal advisory fees, and also include changes subsequent to the acquisition date to the fair value of the contingent cash consideration we expect to pay associated with the National Pump acquisition as discussed in note 11 to our consolidated financial statements. We do not expect to incur significant additional charges in connection with the merger subsequent to December 31, 2014. In addition to the acquisition-related costs reflected in our consolidated statements of income, we capitalized $22 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 consolidated balance sheets.

The pro forma information below has been prepared using the purchase method of accounting, giving effect to the National Pump acquisition as if it had been completed on January 1, 2013 (“the pro forma acquisition date”). The pro forma information is not necessarily indicative of our results of operations had the acquisition 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 acquisition, and also does not reflect additional revenue opportunities following the acquisition. The pro forma information includes adjustments to record the acquired assets and liabilities of National Pump at their respective fair values based on available information and to give effect to the financing for the acquisition. 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

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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 National Pump had been included in our consolidated results for the entire periods reflected:

	Year Ended December 31,
	2014			2013
United Rentals historic revenues	$	5,685		$	4,955
National Pump historic revenues	62			208
Pro forma revenues	5,747			5,163
United Rentals historic pretax income	850			605
National Pump historic pretax income	20			62
Combined pretax income	870			667
Pro forma adjustments to combined pretax income:
Impact of fair value mark-ups/useful life changes on depreciation (1)	(1		)	(4		)
Intangible asset amortization (2)	(12		)	(52		)
Interest expense (3)	58			(95		)
Elimination of historic National Pump interest (4)	—			2
Elimination of merger costs (5)	8			—
Pro forma pretax income	$	923		$	518

(1) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the National Pump acquisition. The useful lives assigned to such equipment didn’t change significantly from the lives historically used by National Pump.

(2) The intangible assets acquired in the National Pump acquisition were amortized.

(3) In connection with the National Pump acquisition, URNA issued $525 principal amount of 6 ¹/₈ percent Senior Notes (as an add on to our existing 6 ¹/₈ percent Senior Notes) and $850 principal amount of 5 ³/₄ percent Senior Notes, and all our outstanding 9 ¹/₄ percent Senior Notes were redeemed, as discussed in note 12 to the consolidated financial statements. Interest expense was adjusted to reflect these changes in our debt portfolio. For the pro forma presentation, the $64 loss recognized upon redemption of the 9 ¹/₄ percent Senior Notes discussed in note 12 to the consolidated financial statements was moved from the year ended December 31, 2014 to the year ended December 31, 2013.

(4) Interest on National Pump historic debt was eliminated.

(5) Merger related costs, primarily comprised of financial and legal advisory fees, associated with the National Pump acquisition were eliminated as they were assumed to have been recognized prior to the pro forma acquisition date.

For the year ended December 31, 2014, National Pump revenue and pretax income included in our consolidated financial statements were $215 and $42, respectively. National Pump pretax income excludes merger related costs which are not allocated to our segments.

In addition to the acquisitions of RSC and National Pump, in August 2013, we completed the acquisition of Rent World, an equipment rental company with two locations in Alberta, Canada. Rent World had annual rental revenues of approximately $5. Additionally, in May 2014, we completed the acquisition of Blue Stream, an equipment rental company with four locations in Louisiana and Texas. Blue Stream had annual rental revenues of approximately $20.

4.    Segment Information

Our two reportable segments are i) general rentals and ii) trench safety, power and HVAC, and pump solutions. 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. In 2014, 2013 and 2012, respectively, general construction and industrial equipment accounted for approximately 43 percent, 44 percent and 45 percent of our equipment rental revenue;

• Aerial work platforms,such as boom lifts and scissor lifts. In 2014, 2013 and 2012, respectively, aerial work platforms accounted for approximately 33 percent, 36 percent and 36 percent of our equipment rental revenue; and

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• General tools and light equipment, such as pressure washers, water pumps and power tools. In 2014, 2013 and 2012, respectively, general tools and light equipment accounted for approximately 10 percent, 9 percent and 9 percent of our equipment rental revenue.

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, Pacific West, South, Southeast and Western Canada—and operates throughout the United States and Canada.

The trench safety, power and HVAC, and pump solutions 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. In 2014, 2013 and 2012, power and HVAC equipment accounted for approximately 6 percent of our equipment rental revenue;

• Trench safety equipment, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work. In 2014, 2013 and 2012, respectively, trench safety equipment accounted for approximately 5 percent, 5 percent and 4 percent of our equipment rental revenue; and

• Pumps primarily used by energy and petrochemical customers. In 2014, pumps accounted for approximately 3 percent of our equipment rental revenue. There was no material equipment rental revenue associated with pumps prior to the April 2014 acquisition of National Pump discussed in note 3 to our consolidated financial statements.

The trench safety, power and HVAC, and pump solutions segment is comprised of: (i) the Trench Safety region, which rents the trench safety equipment above, (ii) the Power and HVAC region, which rents the power and HVAC equipment above, and (iii) the Pump Solutions region, which rents the pumps above. The trench safety, power and HVAC, and pump solutions 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 primarily on rental fleet size.

The following table sets forth financial information by segment for the years ended December 31, 2014, 2013 and 2012, except for balance sheet information, which is presented as of December 31, 2014 and 2013.

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	General rentals		Trench safety, power and HVAC, and pump solutions		Total
2014
Equipment rentals	$	4,222	$	597	$	4,819
Sales of rental equipment	519		25		544
Sales of new equipment	113		36		149
Contractor supplies sales	73		12		85
Service and other revenues	75		13		88
Total revenue	5,002		683		5,685
Depreciation and amortization expense	1,060		134		1,194
Equipment rentals gross profit	1,790		302		2,092
Capital expenditures	1,594		227		1,821
Total assets (1)	$	10,935	$	1,532	$	12,467
2013
Equipment rentals	$	3,869	$	327	$	4,196
Sales of rental equipment	474		16		490
Sales of new equipment	97		7		104
Contractor supplies sales	79		8		87
Service and other revenues	72		6		78
Total revenue	4,591		364		4,955
Depreciation and amortization expense	1,038		60		1,098
Equipment rentals gross profit	1,557		153		1,710
Capital expenditures	1,556		128		1,684
Total assets (1)	$	10,677	$	554	$	11,231
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

(1) The increase in the trench safety, power and HVAC, and pump solutions assets in 2014 primarily reflects the impact of the National Pump acquisition discussed in note 3 to the consolidated financial statements.

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

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	Year Ended December 31,
	2014			2013			2012
Total equipment rentals gross profit	$	2,092		$	1,710		$	1,364
Gross profit from other lines of business	340			277			223
Selling, general and administrative expenses	(758		)	(642		)	(588		)
Merger related costs	(11		)	(9		)	(111		)
Restructuring charge	1			(12		)	(99		)
Non-rental depreciation and amortization	(273		)	(246		)	(198		)
Interest expense, net	(555		)	(475		)	(512		)
Interest expense- subordinated convertible debentures	—			(3		)	(4		)
Other income, net	14			5			13
Income before provision for income taxes	$	850		$	605		$	88

We operate in the United States and Canada. The following table presents geographic area information for the years ended December 31, 2014, 2013 and 2012, except for balance sheet information, which is presented as of December 31, 2014 and 2013. All the foreign assets as of December 31, 2014 and 2013 are Canadian, and the foreign information in the following table primarily relates to Canada.

	Domestic		Foreign		Total
2014
Equipment rentals	$	4,217	$	602	$	4,819
Sales of rental equipment	478		66		544
Sales of new equipment	124		25		149
Contractor supplies sales	70		15		85
Service and other revenues	73		15		88
Total revenue	4,962		723		5,685
Rental equipment, net	5,399		609		6,008
Property and equipment, net	395		43		438
Goodwill and other intangibles, net	$	4,014	$	364	$	4,378
2013
Equipment rentals	$	3,612	$	584	$	4,196
Sales of rental equipment	438		52		490
Sales of new equipment	82		22		104
Contractor supplies sales	70		17		87
Service and other revenues	62		16		78
Total revenue	4,264		691		4,955
Rental equipment, net	4,768		606		5,374
Property and equipment, net	381		40		421
Goodwill and other intangibles, net	$	3,639	$	332	$	3,971
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

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, 2014, 2013 and 2012 include severance costs associated with headcount reductions, as well as branch closure charges which principally relate to continuing lease obligations at vacant facilities. We do not expect to incur significant additional charges in connection with the restructuring, which was complete as of December 31, 2011.

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, 2012:
Branch closure charges	$	27	$	3	$	(11	)	$	19
Severance costs	1		—		(1		)	—
Total	$	28	$	3	$	(12	)	$	19
Year ended December 31, 2013:
Branch closure charges	$	19	$	3	$	(9	)	$	13
Severance costs	—		—		—			—
Total	$	19	$	3	$	(9	)	$	13
Year ended December 31, 2014:
Branch closure charges	$	13	$	—	$	(4	)	$	9
Severance costs	—		—		—			—
Total	$	13	$	—	$	(4	)	$	9

_________________

(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, 2014, we incurred total restructuring charges under the closed restructuring program of $110, comprised of $89 of branch closure charges and $21 of severance costs.

RSC Merger Related Restructuring Program

In the second quarter of 2012, we initiated a restructuring program related to severance costs and branch closure charges associated with the RSC acquisition. The branch closure charges principally relate to continuing lease obligations at vacant facilities closed subsequent to the RSC acquisition. As of December 31, 2014, our employee headcount is approximately 12,500 and our branch network has 881 rental locations. We do not expect to incur significant additional charges in connection with the restructuring, which was complete as of June 30, 2013.

The table below provides certain information concerning our restructuring charges under the RSC merger related restructuring program:

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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
Year ended December 31, 2013:
Branch closure charges	$	33	$	7		$	(20	)	$	20
Severance costs	9		2			(9		)	2
Total	$	42	$	9		$	(29	)	$	22
Year ended December 31, 2014:
Branch closure charges	$	20	$	(1	)	$	(8	)	$	11
Severance costs	2		—			(2		)	—
Total	$	22	$	(1	)	$	(10	)	$	11

_________________

(1) Reflected in our consolidated statements of income as “Restructuring charge.” The income for the year ended December 31, 2014 primarily reflects buyouts or settlements of real estate leases for less than the recognized reserves. The restructuring charges are not allocated to our segments.

Between January 1, 2012 and December 31, 2014, we incurred total restructuring charges under the RSC merger related restructuring program of $104, comprised of $59 of branch closure charges and $45 of severance costs.

Asset Impairment Charges

In addition to the restructuring charges discussed above, during the years ended December 31, 2014, 2013 and 2012, we recorded asset impairment charges of $1, $4 and $15, 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,
	2014			2013
Rental equipment	$	8,527		$	7,574
Less accumulated depreciation	(2,519		)	(2,200		)
Rental equipment, net	$	6,008		$	5,374

7.    Property and Equipment

Property and equipment consist of the following:

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	December 31,
	2014			2013
Land	$	97		$	103
Buildings	223			213
Non-rental vehicles	75			67
Machinery and equipment	68			55
Furniture and fixtures	152			160
Leasehold improvements	200			192
	815			790
Less accumulated depreciation and amortization	(377		)	(369		)
Property and equipment, net	$	438		$	421

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, 2014:

	General rentals			Trench safety, power and HVAC, and pump solutions			Total
Balance at January 1, 2012 (1)	$	167		$	122		$	289
Goodwill related to acquisitions (2)	2,661			20			2,681
Balance at December 31, 2012 (1)	2,828			142			2,970
Foreign currency translation and other adjustments	(16		)	(1		)	(17		)
Balance at December 31, 2013 (1)	2,812			141			2,953
Goodwill related to acquisitions (2)	12			330			342
Foreign currency translation and other adjustments	(20		)	(3		)	(23		)
Balance at December 31, 2014 (1)	$	2,804		$	468		$	3,272

_________________

(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, 2014 and 2013:

	December 31, 2014
	Weighted-Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Amount
Non-compete agreements	40 months	$	70	$	31	$	39
Customer relationships	12 years	$	1,496	$	451	$	1,045
Trade names and associated trademarks	28 months	$	80	$	58	$	22

	December 31, 2013
	Weighted-Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Amount
Non-compete agreements	40 months	$	54	$	18	$	36
Customer relationships	13 years	$	1,227	$	285	$	942
Trade names and associated trademarks	40 months	$	81	$	41	$	40

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Our other intangibles assets, net at December 31, 2014 include the following assets associated with the acquisition of National Pump discussed in 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 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.

	December 31, 2014
	Weighted-Average Remaining Amortization Period	Net Carrying Amount
Non-compete agreements	60 months	$	13
Customer relationships	10 years	$	236

Amortization expense for other intangible assets was $204, $178 and $128 for the years ended December 31, 2014, 2013 and 2012, respectively. The increases for the years ended December 31, 2014 and 2013 primarily reflect the National Pump and RSC acquisitions discussed in note 3 to our consolidated financial statements.

As of December 31, 2014, estimated amortization expense for other intangible assets for each of the next five years and thereafter is as follows:

2015	$	195
2016	174
2017	146
2018	125
2019	110
Thereafter	356
Total	$	1,106

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

Accrued expenses and other liabilities consist of the following:

	December 31,
	2014		2013
Self-insurance accruals	$	42	$	34
Accrued compensation and benefit costs	97		67
Property and income taxes payable	35		29
Restructuring reserves (1)	20		35
Interest payable	102		99
Deferred revenue (2)	39		32
National accounts accrual	38		35
Due to seller	129		—
Other (3)	73		59
Accrued expenses and other liabilities	$	575	$	390

_________________

(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:

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	December 31,
	2014		2013
Self-insurance accruals	$	50	$	60
Due to seller	8		—
Accrued compensation and benefit costs	7		9
Other long-term liabilities	$	65	$	69

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, 2014, 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, 2014, the risks we managed using derivative instruments were diesel price risk and foreign currency exchange rate risk. At December 31, 2014, 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, 2014, 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, 2014, 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, 2014, 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, 2014 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, 2014, we had outstanding fixed price swap contracts covering 5.4 million gallons of diesel which will be purchased throughout 2015.

Foreign Currency Forward Contracts

The forward contracts to purchase Canadian dollars, which were all settled as of December 31, 2014, 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, 2014, forward contracts were used to purchase $207 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, 2014. 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, 2014 and 2013, immaterial amounts ($4 or less) were reflected in prepaid expenses and other assets, accrued expenses and other liabilities, and 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, 2014 include $41 associated with the fixed price diesel swaps, comprised of the $40 cost of the 10.5 million hedged gallons of diesel purchased in 2014 and cash paid to the counterparties to the fixed price swaps. Insignificant amounts (less than $1) were reflected in our consolidated

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statement of cash flows for the year ended December 31, 2014 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, 2013 include $38 associated with the fixed price diesel swaps, comprised of the $38 cost of the 9.7 million hedged gallons of diesel purchased in 2013, 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, 2013 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, 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 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, 2012 associated with the forward contracts to purchase Canadian dollars.

The effect of our derivative instruments on our consolidated statements of income for the years ended December 31, 2014, 2013 and 2012 was as follows:

	Location of income (expense) recognized on derivative/hedged item	Amount of income (expense) recognized on derivative		Amount of income (expense) recognized on hedged item
Year ended December 31, 2014:
Derivatives designated as hedging instruments:
Fixed price diesel swaps	Other income (expense), net (1)	$ *
	Cost of equipment rentals, excluding depreciation (2), (3)	*		(40	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other income (expense), net	(7	)	7
Year ended December 31, 2013:
Derivatives designated as hedging instruments:
Fixed price diesel swaps	Other income (expense), net (1)	$ *
	Cost of equipment rentals, excluding depreciation (2), (3)	*		(38	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other income (expense), net	(3	)	3
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	*		*

* 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 10.5 million, 9.7 million and 6.3 million gallons of diesel covered by the fixed price swaps during the years ended December 31, 2014, 2013 and 2012, 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;

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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

Our fixed price diesel swap contracts are Level 2 derivatives measured at fair value on a recurring basis. As of December 31, 2014 and 2013, immaterial amounts ($4 or less) were reflected in prepaid expenses and other assets, and accrued expenses and other liabilities in our consolidated balance sheets, reflecting the fair values of the fixed price swap 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, 2014, we have fixed price swap contracts covering 5.4 million gallons of diesel which we will buy throughout 2015 at the average contract price of $3.64 per gallon, while the average forward price for the hedged gallons was $2.97 per gallon as of December 31, 2014.

The fair value of the contingent cash consideration we expect to pay associated with the April 2014 National Pump acquisition discussed in note 3 to our consolidated financial statements was $78 as of December 31, 2014. The contingent consideration is recorded in accrued expenses and other liabilities in our consolidated balance sheets, and is a Level 3 liability measured at fair value on a recurring basis. Fair value was determined using a probability weighted discounted cash flow methodology. Key inputs to the valuation included: (i) discrete scenarios of potential payouts under the two earn-out arrangements discussed in note 3 to our consolidated financial statements; (ii) probability weightings assigned to each of the scenarios for each of the two earn-out payments; and (iii) a rate of return with which to discount the probability weighted payouts to present value. The discrete payout scenarios were based on the low case, base case and high case forecasts of financial performance prepared by management in connection with the acquisition, as well as a potential settlement scenario. The probability weighted payments were then discounted to present value using a discount rate of 11.0 percent based on a calculated risk adjusted rate for National Pump, and using a 2.9 percent discount rate for the settlement scenario, resulting in fair values of $70 and $8 for the first and second earn out-payments, respectively. Changes to the inputs used in the valuation could result in material changes to fair value. As discussed in note 3 to our consolidated financial statements, the fair value of the contingent cash consideration was $76 as of the acquisition date. Changes to the fair value of the contingent cash consideration are reflected in our consolidated statements of income as “Merger related costs” which included $2 of such changes for the year ended December 31, 2014.

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”) and accounts receivable securitization facility approximate their book values as of December 31, 2014 and 2013. The estimated fair values of our other financial instruments at December 31, 2014 and 2013 have been calculated based upon available market information or an appropriate valuation technique, and are as follows:

	December 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Level 1:
Senior and senior subordinated notes	$	6,063	$	6,390	$	5,381	$	5,848
Level 2:
4 percent Convertible Senior Notes (1)	32		33		136		149
Level 3:
Capital leases (2)	105		104		120		118

(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

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calculate the fair value, we used an effective interest rate of 7.3 percent. As discussed below (see note 12), the total cost to settle the notes based on the closing price of our common stock on December 31, 2014 would be $310.

(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:

	December 31,
	2014			2013
URNA and subsidiaries debt:
Accounts Receivable Securitization Facility (1)	$	548		$	430
$2.3 billion ABL Facility (1)	1,304			1,106
5 3/4 percent Senior Secured Notes (2)	750			750
10 1/4 percent Senior Notes (3) (4)	—			220
9 1/4 percent Senior Notes (4)	—			494
7 3/8 percent Senior Notes (2)	750			750
8 3/8 percent Senior Subordinated Notes	750			750
8 1/4 percent Senior Notes (3)	687			692
7 5/8 percent Senior Notes (2)	1,325			1,325
6 1/8 percent Senior Notes (5)	951			400
5 3/4 percent Senior Notes (5)	850			—
Capital leases (3)	105			120
Total URNA and subsidiaries debt	8,020			7,037
Holdings:
4 percent Convertible Senior Notes	32			136
Total debt	8,052			7,173
Less short-term portion	(618		)	(604		)
Total long-term debt	$	7,434		$	6,569

(1) $946 and $2 were available under our ABL facility and accounts receivable securitization facility, respectively, at December 31, 2014. The ABL facility availability is reflected net of $50 of letters of credit. At December 31, 2014, the interest rates applicable to our ABL facility and accounts receivable securitization facility were 2.2 percent and 0.8 percent, respectively.

(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.

(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) During 2014, we redeemed all of our 10 ¹/₄ percent Senior Notes and 9 ¹/₄ percent Senior Notes. The 10 ¹/₄ percent Senior Notes were part of the debt assumed upon consummation of the RSC merger. Upon redemption, we recognized an aggregate loss of $70 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the notes.

(5) Contemporaneous with the National Pump acquisition discussed in note 3 to our consolidated financial statements, in 2014, URNA issued $525 principal amount of 6 ¹/₈ percent Senior Notes as an add on to our existing 6 ¹/₈ percent Senior Notes and $850 principal amount of 5 ³/₄ percent Senior Notes. See below for additional detail.

Short-term debt

As of December 31, 2014, our short-term debt primarily reflects $548 of borrowings under our accounts receivable securitization facility and $32 of 4 percent Convertible Senior Notes. As discussed below, in 2014, we amended our accounts receivable securitization facility. During the year ended December 31, 2014, the monthly average amount outstanding under the accounts receivable securitization facility, including both prior to and after amendment and renewal of the facility, was $473 and the weighted-average interest rate thereon was 0.8 percent. The maximum month-end amount outstanding under the

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accounts receivable securitization facility during the year ended December 31, 2014, including both prior to and after amendment and renewal of the facility, was $550.

Accounts Receivable Securitization Facility. In September 2014, we amended and renewed our accounts receivable securitization facility. The amended facility expires on September 17, 2015, has a facility size of $550, and may be extended on a 364-day basis by mutual agreement of the Company and the lenders under the facility. Borrowings under the facility are reflected as short-term debt on our consolidated balance sheets. Key provisions of the 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, 2014, there were $662 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 extended, and in December 2013, the size of the facility was increased again to $2.3 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, 2014, 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, 2014, the ABL facility was our only long-term variable rate debt instrument. During the year ended December 31, 2014, the monthly average amount outstanding under the ABL facility was $1.1 billion, 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, 2014 was $1.3 billion.

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

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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. In March 2014, URNA issued $525 principal amount of 6 ¹/₈ percent Notes as an add on to the existing 6 ¹/₈ percent Notes. The notes issued in March 2014 have identical terms, and are fungible, with the existing 6 ¹/₈ percent Notes. The net proceeds from the issuances of the 6 ¹/8 percent Notes were $939 (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. The difference between the carrying value of the 6 ¹/₈ percent Notes and the $925 principal amount relates to the $26 unamortized portion of the original issue premium recognized in conjunction with the March 2014 issuance, which is being amortized through the maturity date in 2023. The effective interest rate on the 6 ¹/₈ percent Senior Notes is 5.7 percent.

5 ³/₄ percent Senior Notes. In March 2014, URNA issued $850 aggregate principal amount of 5 ³/₄ percent Senior Notes (the “5 ³/₄ percent Notes”) which are due November 15, 2024. The net proceeds from the issuance were $837 (after deducting offering expenses). The 5 ³/₄ percent Notes are unsecured 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 May 15, 2019, at specified redemption prices that range from 102.875 percent in the 12-month period commencing on May 15, 2019, to 100 percent in the 12-month period commencing on May 15, 2022 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) restrictions 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 URNA and its 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.

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, 2014 carrying value of the 4 percent Convertible Notes and the outstanding principal amount of $34 reflects the $2 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, 2014, an amount equal to the $2 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 2014, holders of the 4 percent Convertible Notes have the right to redeem the notes during the first quarter of 2015 at a conversion price of $11.11 per share of common stock. Since January 1, 2015, none of the 4 percent Convertible Notes were redeemed, however we have received redemption notices for $26 of the 4 percent Convertible Senior Notes which we expect to be redeemed in the first quarter of 2015.

If the total $34 outstanding principal amount of the 4 percent Convertible Notes was converted, the total cost to settle the notes would be $310, assuming a conversion price of $102.01 (the closing price of our common stock on December 31, 2014)

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per share of common stock. The $34 principal amount would be settled in cash, and the remaining $276 could be settled in cash, shares of our common stock, or a combination thereof, at our discretion. Based on the December 31, 2014 closing stock price, approximately 3 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 $276 of conversion value in excess of the principal amount in stock. The total cost to settle would change approximately $3 for each $1 (actual dollars) change in our stock price. If the full principal amount was converted at our December 31, 2014 closing stock price, we estimate that we would receive approximately $3 in either cash or stock from the option counterparties, after which the effective conversion price would be approximately $12.10.

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, 2014 carrying value of the 4 percent Convertible Notes and the $34 principal amount relates to the $2 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 11.6 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, 0.7 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 $80.00 or $100.00 per share, assuming an effective conversion price of $15.56 per share, on a net basis, we would issue 2.6 million or 2.7 million shares, respectively.

Assumed RSC Debt

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, 2014 carrying value of the 8 ¹/4 percent Notes and the $650 principal amount relates to the $37 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

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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 URNA and its 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 URNA and its 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 billion 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 billion (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 URNA and its 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, 2014, we were in compliance with the covenants and other provisions of the ABL facility, the accounts receivable securitization facility and the senior notes. 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, 2014, 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

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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. 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.

Maturities

Maturities of the Company’s debt (exclusive of any unamortized original issue discounts or premiums) for each of the next five years and thereafter at December 31, 2014 are as follows:

2015	$	620
2016	1,333
2017	19
2018	760
2019	4
Thereafter	5,256
Total	$	7,992

13.    Income Taxes

The components of the provision (benefit) for income taxes for each of the three years in the period ended December 31, 2014 are as follows:

	Year ended December 31,
	2014		2013		2012
Current
Federal	$	2	$	10	$	—
Foreign	42		39		27
State and local	5		2		2
	49		51		29
Deferred
Federal	240		149		(22		)
Foreign	2		4		2
State and local	19		14		4
	261		167		(16		)
Total	$	310	$	218	$	13

A reconciliation of the provision for income taxes and the amount computed by applying the statutory federal income tax rate of 35 percent to the income before provision for income taxes for each of the three years in the period ended December 31, 2014 is as follows:

	Year ended December 31,
	2014			2013			2012
Computed tax at statutory tax rate	$	297		$	212		$	31
State income taxes, net of federal tax benefit (1)	22			15			5
Non-deductible expenses and other (2)	8			8			(8		)
Foreign taxes	(17		)	(17		)	(15		)
Total	$	310		$	218		$	13

(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.

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(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.

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

	December 31, 2014								December 31, 2013
	Current		Non Current			Total			Current		Non Current			Total
Reserves and allowances	$	66	$	41		$	107		$	54	$	59		$	113
Intangibles	1		—			1			—		—			—
Debt cancellation and other	—		58			58			—		41			41
Net operating loss and credit carryforwards	181		56			237			206		69			275
Total deferred tax assets	248		155			403			260		169			429
Property and equipment	—		(1,535		)	(1,535		)	—		(1,259		)	(1,259		)
Intangibles	—		(312		)	(312		)	—		(369		)	(369		)
Valuation allowance	—		—			—			—		—			—
Total deferred tax liability	—		(1,847		)	(1,847		)	—		(1,628		)	(1,628		)
Total deferred income tax asset (liability)	$	248	$	(1,692	)	$	(1,444	)	$	260	$	(1,459	)	$	(1,199	)

The following table summarizes the activity related to unrecognized tax benefits, all of which would impact our effective tax rate if recognized:

	2014		2013
Balance at January 1	$	7	$	5
Additions for tax positions of prior years	—		2
Balance at December 31	$	7	$	7

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, 2014, 2013 and 2012.

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 2007. The Internal Revenue Service (“IRS”) has completed audits for periods prior to 2010. Canadian authorities have concluded income tax audits for periods through 2010. Canadian authorities have issued reassessments associated with completed Canadian transfer pricing audits for 2006 through 2010. Included in the balance of unrecognized tax benefits at December 31, 2014 are certain tax positions associated with Canadian transfer pricing. The Company has submitted a request to Canadian Competent Authority for resolution and is filing for an Advanced Pricing Arrangement ("APA") associated with our intercompany transactions. It is reasonably possible that the Canadian Competent Authority or APA request will be concluded within the next 12 months, and that the conclusion of either request 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 requests 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 before provision for income taxes for our foreign subsidiaries was $168, $153 and $144 for the years ended December 31, 2014, 2013 and 2012, respectively. At December 31, 2014, unremitted earnings of foreign subsidiaries were approximately $595. 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 $915 for state income tax purposes that expire from 2015 through 2034. We have recorded a valuation allowance against this deferred asset of less than $1 as of December 31, 2014 and 2013. We have NOLs of $463 for federal income tax purposes that expire beginning in 2032. We have a federal alternative minimum tax (“AMT”) credit carryforward of $29. We have not recorded a valuation allowance against these deferred tax assets because

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it is deemed more likely than not that such benefits will be realized in the future. There were no new NOLs for federal income tax recognized in 2014. In 2014, the Company utilized $71 of existing NOLs to offset tax liabilities.

14.    Commitments and Contingencies

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 included in our consolidated balance sheets 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, 2014:

	Real Estate Leases		Non-Rental Equipment Leases
2015	$	100	$	31
2016	86		29
2017	67		27
2018	48		20
2019	29		15
Thereafter	46		8
Total	$	376	$	130

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 $131, $135 and $175 for the years ended December 31, 2014, 2013 and 2012, 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 $105 and $120 at December 31, 2014 and 2013, respectively. The following table presents capital lease financial statement information for the years ended December 31, 2014, 2013 and 2012, except for balance sheet information, which is presented as of December 31, 2014 and 2013:

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	2014			2013			2012
Depreciation of rental equipment	$	20		$	22		$	15
Non-rental depreciation and amortization	4			5			4
Rental equipment	177			171
Less accumulated depreciation	(45		)	(38		)
Rental equipment, net	132			133
Property and equipment, net:
Non-rental vehicles	13			18
Buildings	20			18
Less accumulated depreciation and amortization	(15		)	(13		)
Property and equipment, net	$	18		$	23

Future minimum lease payments for capital leases for each of the next five years and thereafter at December 31, 2014 are as follows:

2015	$	42
2016	32
2017	20
2018	11
2019	4
Thereafter	8
Total	117
Less amount representing interest (1)	(12		)
Capital lease obligations	$	105

(1) The weighted average interest rate on our capital lease obligations as of December 31, 2014 was approximately 5.3 percent.

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 $19, $17 and $11 in the years ended December 31, 2014, 2013 and 2012, respectively. The increase in Company contributions in 2013 from 2012 was primarily due to increased participation in the plans, including the impact of the RSC acquisition.

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.

15.    Common Stock

We have 500 million authorized shares of common stock, $0.01 par value. At December 31, 2014 and 2013, there were (i) 0.7 million and 0.9 million shares of common stock reserved for issuance pursuant to options granted under our stock option plans, respectively, and (ii) 3.8 million and 17.5 million shares of common stock reserved for the conversion of 4 percent Convertible Notes, respectively. As discussed above (see note 12), based on the price of our common stock during the fourth quarter of 2014, holders of the 4 percent Convertible Notes may redeem them during the first quarter of 2015 at a conversion price of approximately $11.11 per share of common stock. Since January 1, 2015 (the beginning of the first quarter), none of the 4 percent Convertible Notes were redeemed, however we have received redemption notices for $26 of the 4 percent Convertible Senior Notes which we expect to be redeemed in the first quarter of 2015.

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As of December 31, 2014, there were an aggregate of 1.3 million outstanding time and performance-based RSUs and 3.6 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, 2012	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
Granted	74		53.78
Exercised	(484	)	12.22
Canceled	(3	)	23.63
Outstanding at December 31, 2013	875		17.85
Granted	—		—
Exercised	(213	)	11.21
Canceled	(10	)	19.98
Outstanding at December 31, 2014	652		19.99
Exercisable at December 31, 2012	770		$	10.97
Exercisable at December 31, 2013	684		$	11.67
Exercisable at December 31, 2014	564		$	16.18

As of December 31, 2014 (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	140	4.2	$	3.38	140	$	3.38
5.01-10.00	193	5.2	8.32		193	8.32
10.01-15.00	22	4.1	14.42		22	14.42
15.01-20.00	30	3.8	16.38		30	16.38
25.01-30.00	73	4.6	25.82		52	25.89
30.01-35.00	69	6.2	31.64		69	31.64
40.01-45.00	51	7.1	41.25		34	41.25
50.01-55.00	74	8.2	53.78		24	53.78
	652		$	19.99	564	$	16.18

The following table presents information associated with options as of December 31, 2014 and 2013, and for the years ended December 31, 2014, 2013 and 2012:

	2014		2013		2012
Intrinsic value of options outstanding as of December 31	$	53	$	53
Intrinsic value of options exercisable as of December 31	48		45
Intrinsic value of options exercised	17		21		33
Weighted-average grant date fair value per option	$	—	$	24.56	$	29.52

66

In addition to stock options, the Company issues time-based and performance-based RSUs to certain officers and key executives under various plans. The RSUs automatically convert to shares of common stock on a one-for-one basis as the awards vest. The time-based RSUs typically vest over a three year vesting period beginning 12 months from the grant date and thereafter annually on the anniversary of the grant date. The performance-based RSUs vest over the performance period which is currently the calendar year. There were 396 thousand shares of common stock issued upon vesting of RSUs during 2014, net of 227 thousand shares surrendered to satisfy tax obligations. The Company measures the value of RSUs at fair value based on the closing price of the underlying common stock on the grant date. The Company amortizes the fair value of outstanding RSUs as stock-based compensation expense over the requisite service period on a straight-line basis, or sooner if the employee effectively vests upon termination of employment under certain circumstances. For performance-based RSUs, compensation expense is recognized to the extent that the satisfaction of the performance condition is considered probable.

A summary of RSUs granted follows (RSUs in thousands):

	Year Ended December 31,
	2014		2013		2012
RSUs granted	805		894		1,216
Weighted-average grant date price per unit	$	92.28	$	57.50	$	43.98

As of December 31, 2014, the total pretax compensation cost not yet recognized by the Company with regard to unvested RSUs was $29. The weighted-average period over which this compensation cost is expected to be recognized is 1.8 years.

We issued $15 of restricted stock in connection with the National Pump acquisition discussed in note 3 to our consolidated financial statements. We are recording stock compensation expense associated with these grants over the restriction period which is generally three years. We recorded $4 of expense related to these grants in the year ended December 31, 2014.

A summary of RSU activity for the year ended December 31, 2014 follows (RSUs in thousands):

	Stock Units		Weighted-Average Grant Date Fair Value
Nonvested as of December 31, 2013	763		$	46.06
Granted	805		92.28
Vested	(817	)	71.16
Forfeited	(49	)	63.22
Nonvested as of December 31, 2014	702		$	68.11

The total fair value of RSUs vested during the fiscal years ended December 31, 2014, 2013 and 2012 was $54, $53, and $43, respectively.

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.

16.    Quarterly Financial Information (Unaudited)

67

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Full Year
For the year ended December 31, 2014 (1):
Total revenues	$	1,178	$	1,399	$	1,544	$	1,564	$	5,685
Gross profit	448		589		688		707		2,432
Operating income	218		325		422		426		1,391
Net income	60		94		192		194		540
Earnings per share—basic	0.63		0.98		1.95		1.96		5.54
Earnings per share—diluted (3)	0.56		0.90		1.84		1.88		5.15
For the year ended December 31, 2013 (2):
Total revenues	$	1,100	$	1,206	$	1,311	$	1,338	$	4,955
Gross profit	385		471		564		567		1,987
Operating income	149		250		337		342		1,078
Net income	21		83		143		140		387
Earnings per share—basic	0.22		0.89		1.53		1.49		4.14
Earnings per share—diluted (3)	0.19		0.78		1.35		1.31		3.64

(1) The fourth quarter of 2014 includes an increase in bad debt expense of $8 as compared to the fourth quarter of 2013 primarily due to improved receivable aging which reduced the expense in the fourth quarter of 2013. Additionally, the fourth quarter of 2014 includes an increase in stock compensation, net of $14 as compared to the fourth quarter of 2013 primarily due to improved profitability which resulted in increased performance based stock compensation.

(2) The fourth quarter of 2013 includes a reduction in bad debt expense of $17 as compared to the fourth quarter of 2012 primarily due to improved receivable aging. In the fourth quarter of 2013, we recognized a benefit of $3 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

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

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
For the year ended December 31, 2014:
Merger related costs (4)	$	(0.01	)	$	(0.05	)	$	(0.02	)	$	0.02		$	(0.06	)
Merger related intangible asset amortization (5)	(0.22		)	(0.29		)	(0.29		)	(0.30		)	(1.10		)
Impact on depreciation related to acquired RSC fleet and property and equipment (6)	—			0.01			0.01			0.01			0.03
Impact of the fair value mark-up of acquired RSC fleet (7)	(0.05		)	(0.06		)	(0.05		)	(0.05		)	(0.21		)
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (8)	0.01			0.01			—			0.01			0.03
Restructuring charge (9)	(0.01		)	0.01			0.01			—			0.01
Loss on extinguishment of debt securities	(0.06		)	(0.38		)	(0.02		)	—			(0.46		)
For the year ended December 31, 2013:
Merger related costs (4)	$	(0.03	)	$	(0.01	)	$	—		$	—		$	(0.05	)
Merger related intangible asset amortization (5)	(0.24		)	(0.24		)	(0.23		)	(0.24		)	(0.94		)
Impact on depreciation related to acquired RSC fleet and property and equipment (6)	0.01			0.01			0.01			0.01			0.04
Impact of the fair value mark-up of acquired RSC fleet (7)	(0.08		)	(0.07		)	(0.05		)	(0.06		)	(0.25		)
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (8)	0.01			0.01			0.01			0.01			0.04
Restructuring charge (9)	(0.04		)	(0.03		)	(0.01		)	—			(0.07		)
Asset impairment charge (10)	(0.01		)	(0.01		)	—			—			(0.02		)
Loss on extinguishment of debt securities, including subordinated convertible debentures	(0.01		)	—			(0.01		)	—			(0.02		)

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

68

(5) This reflects the amortization of the intangible assets acquired in the RSC and National Pump acquisitions.

(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 associated with the fair value mark-up of rental equipment acquired in the RSC acquisition and subsequently sold.

(8) 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.

(9) 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.

(10) 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.

17.    Earnings Per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares plus the effect of dilutive potential common shares outstanding during the period. The diluted earnings per share for the years ended December 31, 2013 and 2012 exclude the impact of approximately 0.3 million and 1.8 million common stock equivalents, respectively, since the effect of including these securities would be anti-dilutive. The following table sets forth the computation of basic and diluted earnings per share (shares in thousands):

	Year Ended December 31,
	2014		2013		2012
Numerator:
Net income available to common stockholders	$	540	$	387	$	75
Denominator:
Denominator for basic earnings per share—weighted-average common shares	97,489		93,436		82,960
Effect of dilutive securities:
Employee stock options and warrants	394		504		720
Convertible subordinated notes—4 percent	6,386		11,769		10,632
Restricted stock units	687		582		536
Denominator for diluted earnings per share—adjusted weighted-average common shares	104,956		106,291		94,848
Basic earnings per share	$	5.54	$	4.14	$	0.91
Diluted earnings per share	$	5.15	$	3.64	$	0.79

69

18.    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 only by the guarantor subsidiaries (specifically, the 10 ¹/4 percent Senior Notes and the 8 ¹/4 percent Senior Notes). Other than the guarantee by certain Canadian subsidiaries of URNA's indebtedness under the ABL facility, none of URNA’s indebtedness is guaranteed by URNA's foreign subsidiaries or the SPV (together, the “non-guarantor subsidiaries”). The receivable assets owned by the SPV have been sold by URNA to the SPV and are not available to satisfy the obligations of URNA or Parent’s other 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.

URNA covenants in the ABL facility, accounts receivable securitization facility and the other agreements governing our debt impose operating and financial restrictions on URNA, Parent and the guarantor subsidiaries, including limitations on the ability to pay dividends. As of December 31, 2014, the amount available for distribution under the most restrictive of these covenants was $242.

The condensed consolidating financial information of Parent and its subsidiaries is as follows:

70

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2014

									Non-Guarantor Subsidiaries
	Parent		URNA			Guarantor Subsidiaries			Foreign			SPV		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	8		$	—		$	150		$	—	$	—		$	158
Accounts receivable, net	—		37			—			144			759		—			940
Intercompany receivable (payable)	476		(428		)	(60		)	(109		)	—		121			—
Inventory	—		69			—			9			—		—			78
Prepaid expenses and other assets	—		113			1			8			—		—			122
Deferred taxes	—		246			—			2			—		—			248
Total current assets	476		45			(59		)	204			759		121			1,546
Rental equipment, net	—		5,399			—			609			—		—			6,008
Property and equipment, net	42		332			21			43			—		—			438
Investments in subsidiaries	1,330		1,185			1,040			—			—		(3,555		)	—
Goodwill	—		3,000			—			272			—		—			3,272
Other intangibles, net	—		1,014			—			92			—		—			1,106
Other long-term assets	1		96			—			—			—		—			97
Total assets	$	1,849	$	11,071		$	1,002		$	1,220		$	759	$	(3,434	)	$	12,467
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt	$	32	$	38		$	—		$	—		$	548	$	—		$	618
Accounts payable	—		248			—			37			—		—			285
Accrued expenses and other liabilities	—		499			19			57			—		—			575
Total current liabilities	32		785			19			94			548		—			1,478
Long-term debt	—		7,298			130			6			—		—			7,434
Deferred taxes	19		1,594			—			79			—		—			1,692
Other long-term liabilities	—		64			—			1			—		—			65
Total liabilities	51		9,741			149			180			548		—			10,669
Temporary equity (note 12)	2		—			—			—			—		—			2
Total stockholders’ equity (deficit)	1,796		1,330			853			1,040			211		(3,434		)	1,796
Total liabilities and stockholders’ equity (deficit)	$	1,849	$	11,071		$	1,002		$	1,220		$	759	$	(3,434	)	$	12,467

71

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2013

									Non-Guarantor Subsidiaries
	Parent		URNA			Guarantor Subsidiaries			Foreign			SPV		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	17		$	—		$	158		$	—	$	—		$	175
Accounts receivable, net	—		36			—			140			628		—			804
Intercompany receivable (payable)	308		(257		)	(51		)	(132		)	—		132			—
Inventory	—		62			—			8			—		—			70
Prepaid expenses and other assets	—		42			1			10			—		—			53
Deferred taxes	—		258			—			2			—		—			260
Total current assets	308		158			(50		)	186			628		132			1,362
Rental equipment, net	—		4,768			—			606			—		—			5,374
Property and equipment, net	48		313			20			40			—		—			421
Investments in subsidiaries	1,648		1,132			997			—			—		(3,777		)	—
Goodwill	—		2,708			—			245			—		—			2,953
Other intangibles, net	—		931			—			87			—		—			1,018
Other long-term assets	2		100			—			—			1		—			103
Total assets	$	2,006	$	10,110		$	967		$	1,164		$	629	$	(3,645	)	$	11,231
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt	$	136	$	38		$	—		$	—		$	430	$	—		$	604
Accounts payable	—		254			—			38			—		—			292
Accrued expenses and other liabilities	1		327			25			36			1		—			390
Total current liabilities	137		619			25			74			431		—			1,286
Long-term debt	—		6,421			140			8			—		—			6,569
Deferred taxes	21		1,357			—			81			—		—			1,459
Other long-term liabilities	—		65			—			4			—		—			69
Total liabilities	158		8,462			165			167			431		—			9,383
Temporary equity (note 12)	20		—			—			—			—		—			20
Total stockholders’ equity (deficit)	1,828		1,648			802			997			198		(3,645		)	1,828
Total liabilities and stockholders’ equity (deficit)	$	2,006	$	10,110		$	967		$	1,164		$	629	$	(3,645	)	$	11,231

72

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Year Ended December 31, 2014

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations			Total
Revenues:
Equipment rentals	$	—		$	4,217		$	—		$	602		$	—		$	—		$	4,819
Sales of rental equipment	—			478			—			66			—			—			544
Sales of new equipment	—			124			—			25			—			—			149
Contractor supplies sales	—			70			—			15			—			—			85
Service and other revenues	—			73			—			15			—			—			88
Total revenues	—			4,962			—			723			—			—			5,685
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			1,558			—			248			—			—			1,806
Depreciation of rental equipment	—			820			—			101			—			—			921
Cost of rental equipment sales	—			277			—			38			—			—			315
Cost of new equipment sales	—			101			—			19			—			—			120
Cost of contractor supplies sales	—			49			—			10			—			—			59
Cost of service and other revenues	—			27			—			5			—			—			32
Total cost of revenues	—			2,832			—			421			—			—			3,253
Gross profit	—			2,130			—			302			—			—			2,432
Selling, general and administrative expenses	55			607			3			84			9			—			758
Merger related costs	—			11			—			—			—			—			11
Restructuring charge	—			(1		)	—			—			—			—			(1		)
Non-rental depreciation and amortization	17			226			1			29			—			—			273
Operating (loss) income	(72		)	1,287			(4		)	189			(9		)	—			1,391
Interest expense (income), net	9			538			5			4			5			(6		)	555
Other (income) expense, net	(149		)	212			(3		)	17			(91		)	—			(14		)
Income (loss) before provision for income taxes	68			537			(6		)	168			77			6			850
Provision for income taxes	1			236			—			43			30			—			310
Income (loss) before equity in net earnings (loss) of subsidiaries	67			301			(6		)	125			47			6			540
Equity in net earnings (loss) of subsidiaries	473			172			125			—			—			(770		)	—
Net income (loss)	540			473			119			125			47			(764		)	540
Other comprehensive (loss) income	(93		)	(93		)	(90		)	(72		)	—			255			(93		)
Comprehensive income (loss)	$	447		$	380		$	29		$	53		$	47		$	(509	)	$	447

73

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Year Ended December 31, 2013

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations			Total
Revenues:
Equipment rentals	$	—		$	3,612		$	—		$	584		$	—		$	—		$	4,196
Sales of rental equipment	—			438			—			52			—			—			490
Sales of new equipment	—			82			—			22			—			—			104
Contractor supplies sales	—			70			—			17			—			—			87
Service and other revenues	—			62			—			16			—			—			78
Total revenues	—			4,264			—			691			—			—			4,955
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			1,391			—			243			—			—			1,634
Depreciation of rental equipment	—			752			—			100			—			—			852
Cost of rental equipment sales	—			283			—			31			—			—			314
Cost of new equipment sales	—			67			—			17			—			—			84
Cost of contractor supplies sales	—			48			—			11			—			—			59
Cost of service and other revenues	—			19			—			6			—			—			25
Total cost of revenues	—			2,560			—			408			—			—			2,968
Gross profit	—			1,704			—			283			—			—			1,987
Selling, general and administrative expenses	8			541			—			88			5			—			642
Merger related costs	—			9			—			—			—			—			9
Restructuring charge	—			12			—			—			—			—			12
Non-rental depreciation and amortization	17			210			—			19			—			—			246
Operating (loss) income	(25		)	932			—			176			(5		)	—			1,078
Interest expense (income), net	12			454			6			5			5			(7		)	475
Interest expense-subordinated convertible debentures	3			—			—			—			—			—			3
Other (income) expense, net	(132		)	191			—			18			(82		)	—			(5		)
Income (loss) before provision (benefit) for income taxes	92			287			(6		)	153			72			7			605
Provision (benefit) for income taxes	38			113			(2		)	41			28			—			218
Income (loss) before equity in net earnings (loss) of subsidiaries	54			174			(4		)	112			44			7			387
Equity in net earnings (loss) of subsidiaries	333			159			112			—			—			(604		)	—
Net income (loss)	387			333			108			112			44			(597		)	387
Other comprehensive (loss) income	(65		)	(65		)	(65		)	(50		)	—			180			(65		)
Comprehensive income (loss)	$	322		$	268		$	43		$	62		$	44		$	(417	)	$	322

74

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	—			434			48			74		32			—			588
Merger related costs	—			111			—			—		—			—			111
Restructuring charge	—			95			—			4		—			—			99
Non-rental depreciation and amortization	16			160			5			17		—			—			198
Operating (loss) income	(16		)	430			50			159		(32		)	—			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			(125		)	5			144		7			4			88
Provision (benefit) for income taxes	60			(93		)	15			28		3			—			13
(Loss) income before equity in net earnings (loss) of subsidiaries	(7		)	(32		)	(10		)	116		4			4			75
Equity in net earnings (loss) of subsidiaries	82			114			118			—		—			(314		)	—
Net income (loss)	75			82			108			116		4			(310		)	75
Other comprehensive income (loss)	9			9			8			3		—			(20		)	9
Comprehensive income (loss)	$	84		$	91		$	116		$	119	$	4		$	(330	)	$	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.

75

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Year Ended December 31, 2014

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
Net cash provided by (used in) operating activities	$	13		$	1,644		$	4		$	223		$	(83	)	$	—	$	1,801
Net cash used in investing activities	(13		)	(1,773		)	—			(214		)	—			—		(2,000		)
Net cash provided by (used in) financing activities	—			120			(4		)	(3		)	83			—		196
Effect of foreign exchange rates	—			—			—			(14		)	—			—		(14		)
Net decrease in cash and cash equivalents	—			(9		)	—			(8		)	—			—		(17		)
Cash and cash equivalents at beginning of period	—			17			—			158			—			—		175
Cash and cash equivalents at end of period	$	—		$	8		$	—		$	150		$	—		$	—	$	158

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Year Ended December 31, 2013

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
Net cash provided by operating activities	$	26		$	1,285		$	4		$	216		$	20		$	—	$	1,551
Net cash used in investing activities	(26		)	(1,018		)	—			(133		)	—			—		(1,177		)
Net cash used in financing activities	—			(270		)	(4		)	(1		)	(20		)	—		(295		)
Effect of foreign exchange rates	—			—			—			(10		)	—			—		(10		)
Net (decrease) increase in cash and cash equivalents	—			(3		)	—			72			—			—		69
Cash and cash equivalents at beginning of period	—			20			—			86			—			—		106
Cash and cash equivalents at end of period	$	—		$	17		$	—		$	158		$	—		$	—	$	175

76

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		$	654		$	151		$	153		$	(244	)	$	—	$	721
Net cash used in investing activities	(7		)	(1,851		)	(155		)	(91		)	—			—		(2,104		)
Net cash provided by (used in) financing activities	—			1,211			4			(6		)	244			—		1,453
Effect of foreign exchange rate	—			—			—			—			—			—		—
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

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, 2014:
Allowance for doubtful accounts	$	49	$	—	$	13	$	19	(a)	$	43
Reserve for obsolescence and shrinkage	3		—		18		18		(b)	3
Self-insurance reserve	94		—		105		107		(c)	92
Year ended December 31, 2013:
Allowance for doubtful accounts	$	64	$	—	$	4	$	19	(a)	$	49
Reserve for obsolescence and shrinkage	3		—		16		16		(b)	3
Self-insurance reserve	97		—		92		95		(c)	94
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

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

77

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, 2014. 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, 2014.

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, 2014. In making this assessment, management used the criteria set forth in Internal Control—Integrated Framework (2013 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, 2014.

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.

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, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (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, 2014, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2014 and 2013, 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, 2014 of United Rentals, Inc. and our report dated January 21, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Stamford, Connecticut

January 21, 2015

78

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2014 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item  9B. Other Information

Not applicable.

79

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 2015 Annual Meeting of Stockholders (the “2015 Proxy Statement”), which is expected to be filed with the SEC on or before March 24, 2015.

Item  11. Executive Compensation

The information required by this Item is incorporated by reference to the applicable information in the 2015 Proxy Statement, which is expected to be filed with the SEC on or before March 24, 2015.

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 2015 Proxy Statement, which is expected to be filed with the SEC on or before March 24, 2015.

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 2015 Proxy Statement, which is expected to be filed with the SEC on or before March 24, 2015.

Item  14. Principal Accountant Fees and Services

The information required by this Item is incorporated by reference to the applicable information in the 2015 Proxy Statement, which is expected to be filed with the SEC on or before March 24, 2015.

80

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 Consolidated Financial Statements

United Rentals, Inc. Consolidated Balance Sheets at December 31, 2014 and 2013

United Rentals, Inc. Consolidated Statements of Income for the years ended December 31, 2014, 2013 and 2012

United Rentals, Inc. Consolidated Statements of Comprehensive Income for the years ended December 31, 2014, 2013 and 2012

United Rentals, Inc. Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 2014, 2013 and 2012

United Rentals, Inc. Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012

Notes to consolidated financial statements

Report of Independent Registered Public Accounting Firm on Internal Controls over Financial Reporting

(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)
2	(c)	Asset Purchase Agreement, dated as of March 7, 2014, by and among United Rentals (North America), Inc. and United Rentals of Canada, Inc., on the one hand, and LD Services, LLC, National Pump & Compressor, Ltd., Canadian Pump & Compressor Ltd., GulfCo Industrial Equipment, L.P. (collectively, the “Sellers”) and the general partner and limited partners, members, shareholders or other equity holders of each Seller, as the case may be, on the other hand (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc. Report on Form 8-K filed on March 10, 2014)
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 April 30, 2012 (incorporated by reference to Exhibit 3(c) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2013)
3	(d)	By-laws of United Rentals (North America), Inc., dated May 8, 2013 (incorporated by reference to Exhibit 3(d) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2013)
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)

81

Exhibit Number		Description of Exhibit
4	(b)	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	(c)	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	(d)	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	(e)	Supplemental Indenture, dated as of December 1, 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(ff) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)
4	(f)	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	(g)	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	(h)	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	(i)	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, 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	(j)	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	(k)	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, 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	(l)	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)
4	(m)	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	(n)	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	(o)	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. Report on Form 8-K filed on January 20, 2011)

82

Exhibit Number		Description of Exhibit
4	(p)	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 Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.10 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
4	(q)	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 Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.11 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
4	(r)	Indenture, dated as of March 26, 2014, among United Rentals (North America), Inc., United Rentals, Inc., United Rentals (North America), Inc.’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including the Form of 2024 Note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Report on Form 8-K filed on March 26, 2014)
10	(a)	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, Commission File No. 001-14387)‡
10	(b)	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, Commission File No. 001-14387, filed on December 19, 2008)‡
10	(c)	United Rentals, Inc. Deferred Compensation Plan for Directors, as amended and restated, effective January 1, 2013 (incorporated by reference to Exhibit 10(f) of the United Rentals, Inc. Report on Form 10-K for year ended December 31, 2012)‡
10	(d)	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, Commission File No. 001-14387, filed on December 19, 2008)‡
10	(e)	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)‡
10	(f)	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, Commission File No. 001-14387, filed on December 19, 2008)‡
10	(g)	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	(h)	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	(i)	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, Commission File No. 001-14387, filed on December 19, 2008)‡
10	(j)	United Rentals, Inc. Second Amended and Restated 2010 Long Term Incentive Plan (incorporated by reference to Appendix C of the United Rentals, Inc. Proxy Statement on Schedule 14A filed on March 26, 2014‡
10	(k)	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	(l)	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	(m)	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, Commission File No. 001-14387, filed on December 19, 2008)‡

83

Exhibit Number		Description of Exhibit
10	(n)	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	(o)	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, Commission File No. 001-14387)‡
10	(p)	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	(q)	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, Commission File No. 001-14387)‡
10	(r)	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	(s)	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	(t)	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, Commission File No. 001-14387, filed on March 8, 2005)‡
10	(u)	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	(v)	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 March 24, 2015, are hereby incorporated by reference‡
10	(w)	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	(x)	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, Commission File No. 001-14387, filed on August 25, 2008)‡
10	(y)	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, Commission File No. 001-14387, filed on January 15, 2009)‡
10	(z)	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	(aa)	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	(bb)	Fifth Amendment, effective October 22, 2012, to the Employment Agreement between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10(gg) of the United Rentals, Inc. Report on Form 10-K for year ended December 31, 2012)‡
10	(cc)	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, Commission File No. 001-14387, filed on August 25, 2008)‡

84

Exhibit Number		Description of Exhibit
10	(dd)	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, Commission File No. 001-14387, filed on November 25, 2008)‡
10	(ee)	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	(ff)	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	(gg)	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	(hh)	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, Commission File No. 001-14387, filed on September 1, 2006)‡
10	(ii)	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	(jj)	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	(kk)	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	(ll)	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	(mm)	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	(nn)	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	(oo)	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	(pp)	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	(qq)	Second Amendment, effective as of April 3, 2013, 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, 2013) ‡
10	(rr)*	Employment Agreement, effective as of December 1, 2014 between United Rentals, Inc. and Jessica Graziano‡
10	(ss)	Form of Indemnification Agreement for Executive Officers and Directors (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended September 30, 2014)‡

85

Exhibit Number		Description of Exhibit
10	(tt)	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	(uu)	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, 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	(vv)	Amendment No. 2 to Amended and Restated Credit Agreement, dated as of June 28, 2013, 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, Bank of America N.A., as agent for the lenders, and the other parties thereto (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc. Report on Form 10-Q filed for the quarter ended June 30, 2013)
10	(ww)	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	(xx)	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 Exhibit 10.5 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
10	(yy)	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	(zz)	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	(aaa)	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	(bbb)	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	(ccc)	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	(ddd)	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	(eee)	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)

86

Exhibit Number		Description of Exhibit
10	(fff)	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	(ggg)	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 Exhibit 10.8 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
10	(hhh)	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	(iii)	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	(jjj)	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	(kkk)	Assignment and Acceptance Agreement and Amendment No. 1 to Third Amended and Restated Receivables Purchase Agreement, dated as of February 1, 2013, among United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Market Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on February 4, 2013)
10	(lll)	Amendment No. 2 to the Third Amended and Restated Receivables Purchase Agreement and Amendment No. 1 to the Third Amended and Restated Purchase and Contribution Agreement, dated as of September 17, 2013, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, Market Street Funding, LLC, The Bank of Nova Scotia, PNC Bank, National Association, Bank of America, National Association, and The Bank of Tokyo-Mitsubishi UFJ. Ltd., New York Branch (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on September 23, 2013)
10	(mmm)	Amendment No. 3 to the Third Amended and Restated Receivables Purchase Agreement, dated as of September 18, 2014, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on September 19, 2014)
10	(nnn)	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	(ooo)	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)
10	(ppp)	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, Commission File No. 001-14387, filed on January 7, 2009)
10	(qqq)	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) ‡‡

87

Exhibit Number		Description of Exhibit
10	(rrr)	Incremental Assumption Agreement, dated as of March 5, 2012, among 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	(sss)	Incremental Assumption Agreement, dated as of December 19, 2013, among 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 the lenders party thereto (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on December 19, 2013)
10	(ttt)	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 notes trustee and 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	(uuu)	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, 2014, filed on January 21, 2015, 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.

‡ 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(qqq) and is incorporated herein by reference.

88

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, 2015	By:	/s/    MICHAEL J. KNEELAND
			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 20, 2015
Jenne K. Britell
/S/     JOSÉ B. ALVAREZ	Director	January 20, 2015
José B. Alvarez
/S/    BOBBY J. GRIFFIN	Director	January 20, 2015
Bobby J. Griffin
/S/    PIERRE E. LEROY	Director	January 20, 2015
Pierre E. Leroy
/S/    SINGLETON B. MCALLISTER	Director	January 20, 2015
Singleton B. McAllister
/S/    BRIAN D. MCAULEY	Director	January 20, 2015
Brian D. McAuley
/S/    JOHN S. MCKINNEY	Director	January 20, 2015
John S. McKinney
/S/    JAMES H. OZANNE	Director	January 20, 2015
James H. Ozanne
/S/    JASON D. PAPASTAVROU	Director	January 20, 2015
Jason D. Papastavrou
/S/    FILIPPO PASSERINI	Director	January 20, 2015
Filippo Passerini
/S/    DONALD C. ROOF	Director	January 20, 2015
Donald C. Roof
/S/    L. “KEITH” WIMBUSH	Director	January 20, 2015
L. “Keith” Wimbush
/S/    MICHAEL J. KNEELAND	Director and Chief Executive Officer (Principal Executive Officer)	January 21, 2015
Michael J. Kneeland
/S/    WILLIAM B. PLUMMER	Chief Financial Officer (Principal Financial Officer)	January 21, 2015
William B. Plummer
/S/    JESSICA T. GRAZIANO	Vice President, Controller (Principal Accounting Officer)	January 21, 2015
Jessica T. Graziano

89

EX-10.RR

Exhibit 10(rr)

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) between United RENTALS, INC., a Delaware corporation, having a principal place of business at 100 First Stamford Place - Suite 700, Stamford, CT 06902 (United Rentals, Inc. and its subsidiaries, parents and other affiliates are referred to collectively as the “Company”), and JESSICA GRAZIANO (“Employee”) is hereby entered into as of the date identified below. It cancels and supersedes all prior agreements with respect to the subject matter hereof.

Recitals:

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

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

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

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

1. Employment At Will; Full Time, Etc.

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

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

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

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

(e) Employee agrees and acknowledges that if Employee is eligible to receive commissions, bonuses or other incentive pay (referred to collectively as “Incentive Compensation”), such Incentive Compensation, if any, shall be calculated in accordance with the applicable Company policies, procedures and/or plans that are in effect at that time. Employee understands and agrees that it is his or her responsibility to review such policies, procedures and/or plans as needed to ensure his or her comprehension. Employee agrees to raise any questions he or she has about such policies, procedures and/or plans with his or her supervisor or the Human Resources department. Employee further agrees and acknowledges that all applicable Company policies, procedures and/or plans may be revoked or amended at the Company’s sole discretion and at any time without advance notice to Employee.

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

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

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

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

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

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

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

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

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

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

(ii) business, pricing and management methods, as well as the accumulation, compilation and organization of such information;

(iii) operations manuals and best practices memoranda;

(iv) finances, strategies, systems, research, surveys, plans, reports, recommendations and conclusions;

(v) arrangements with, preferences, pricing history, transaction history, identity of internal contacts or other proprietary business information relating to, the Company’s customers, equipment suppliers, manufacturers, financiers, owners or operators, representatives and other persons who have business relationships with the Company or who are prospects for business relationships with the Company;

(vi) technical information, work product and know-how;

(vii) cost, operating, and other management information systems, and other software and programming;

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

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

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

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

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

(A) the states of 1) Alabama, 2) Alaska, 3) Arizona, 4) Arkansas, 5) California, 6) Colorado, 7) Connecticut, 8) Delaware, 9) Florida, 10) Georgia, 11) Hawaii, 12) Idaho, 13) Illinois, 14)

2

Indiana, 15) Iowa, 16) Kansas, 17) Kentucky, 18) Louisiana, 19) Maine, 20) Maryland (including the District of Columbia), 21) Massachusetts, 22) Michigan, 23) Minnesota, 24) Mississippi, 25) Missouri, 26) Montana, 27) Nebraska, 28) Nevada, 29) New Hampshire, 30) New Jersey, 31) New Mexico, 32) New York, 33) North Carolina, 34) North Dakota, 35) Ohio, 36) Oklahoma, 37) Oregon, 38) Pennsylvania, 39) Rhode Island, 40) South Carolina, 41) South Dakota, 42) Tennessee, 43) Texas, 44) Utah, 45) Vermont, 46) Virginia, 47) Washington, 48) West Virginia, 49) Wisconsin, and 50) Wyoming;

(B) the Canadian Provinces of 1) New Brunswick, 2) Newfoundland and Labrador, 3) Nova Scotia, 4) Ontario, 5) Prince Edward Island, 6) Quebec, 7) Manitoba, 8) Saskatchewan, 9) Alberta, and 10) British Columbia;

(C) any state in the United States in which the Company conducts any business activity;

(D) any province in Canada in which the Company conducts any business activity; and

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

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

(A) the entities listed in Exhibit A to this Agreement;

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

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

(b) During his or her employment by the Company and for a period of 12 months immediately following the termination of his or her employment for any reason whatsoever, whether or not for cause or by resignation, Employee will not anywhere directly or indirectly (whether as an owner, partner, employee, consultant, broker, contractor or otherwise, and whether personally or through other persons):

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

(ii) approve, solicit or retain, or discuss the employment or retention (whether as an employee, consultant or otherwise) of any person who was an employee of the Company at any time during the one-year period preceding the termination of Employee’s employment by the Company. Nothing in this section restricts employees from engaging in protected activities with other employees concerning their wages, hours, and working conditions as set forth in Section 7 of the National Labor Relations Act;

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

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

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

(c) Before taking any position with any person or entity during the 12 month period following the termination of his or her employment for any reason, with or without cause or by resignation, Employee will give prior written notice to the Company of the name of such person or entity. Irrespective of whether such notice is given, the Company shall be entitled to advise each such person or entity of the provisions of this Agreement, and to correspond and otherwise deal with each such person or entity to ensure that the provisions of this Agreement are enforced and duly discharged. Employee acknowledges that Employee has not signed a confidentiality, non-competition or non-solicitation agreement with any former employer that by its terms remains in effect.

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

3

and covenants in this Agreement or in which any person contests the validity of such agreements and covenants or their enforceability or seeks to avoid their performance or enforcement.

(e) Employee understands that the provisions of this Agreement have been carefully designed to restrict his or her activities to the minimum extent which is consistent with law and the Company's requirements. Employee has carefully considered these restrictions, and Employee confirms that they will not unduly restrict Employee’s ability to obtain a livelihood. Employee has heretofore engaged in businesses other than the business in which he will be engaged on behalf of the Company. Before signing this Agreement, Employee has had the opportunity to discuss this Agreement and all of its terms with his or her attorney.

(f) Since monetary damages will be inadequate and the Company will be irreparably damaged if the provisions of this Agreement are not specifically enforced, the Company shall be entitled, among other remedies (i) to an injunction restraining any violation of this Agreement (without any bond or other security being required) by Employee and by any person or entity to whom Employee provides or proposes to provide any services in violation of this Agreement, (ii) to require Employee to hold in a constructive trust, account for and pay over to the Company all compensation and other benefits which Employee shall derive as a result of any action or omission which is a violation of any provision of this Agreement and (iii) to require Employee to account for and pay over to the Company any net profit earned by the Employee from the exercise, from and after the 12-month period prior to the termination of his or her employment, of any stock options issued to him/her by the Company.

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

3.1    Salary Continuation Payments.

(a) In the event Employee resigns for Good Reason (as defined below), or Employee’s employment was terminated by the Company without “cause” (as defined below), then, for a period of 12 months following termination of employment, the Company shall: i) pay to Employee every two weeks 1/26th of (A) the base salary paid to Employee by the Company during the 12 month period immediately preceding termination of his or her employment, or (B) for an Employee who was employed by the Company for a period less than 12 months, the annualized base salary paid to Employee by the Company for the period of employment preceding the Employee’s termination; provided, however, that the first payment shall be made on the sixtieth (60^th) day following the date of termination, and such first payment shall be equal to the amounts that would have been paid had payments begun immediately after such termination; ii) provide Company-paid medical and dental coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), provided that Employee is then actively enrolled in such medical and dental coverage and provided Employee makes a timely COBRA election to continue such medical and dental coverage. Notwithstanding the foregoing, all payments provided to Employee in this Section 3.1 are conditioned upon Employee’s execution and non-revocation of a separation agreement and general release, in such form as the Company in its sole discretion determines. The Company shall provide Employee with the proposed form of separation agreement and general release no later than seven (7) days following the date of Employee’s termination, and Employee shall execute such separation agreement and general release no later than fifty-two (52) days after the date of Employee’s termination (Employee shall be provided a seven (7) day revocation period following his or her delivery of such separation agreement and general release to the Company). In the event Employee fails to timely execute the aforementioned separation agreement and general release (or revokes same), or Employee at any time breaches any of the terms of this Agreement, all provisions of this Agreement shall remain in effect for the full terms specified herein, but the Company shall not be obligated to, and shall no longer be obligated to, provide to Employee the payments described in this Section 3.1.

(b) As used in this Section 3.1, “cause” shall mean the occurrence of any of the following events as solely determined by the Company: (i) the Employee has misappropriated any funds or property of the Company, or has willfully or negligently destroyed property of the Company; (ii) the Employee has been convicted of any crime that impairs the Employee’s ability to perform his or her duties and responsibilities with the Company, or that causes or may cause damage to the Company or its operations or reputation, or that involves fraud, embezzlement or moral turpitude; (iii) the Employee has (a) obtained personal profit from any transaction of or involving the Company (or engaged in any activity with the intent of obtaining such a personal profit) without the prior written approval of the Company or (b) engaged in any other conduct which constitutes a breach of fiduciary duty or the duty of loyalty to the Company and which has resulted or may result in damage to the Company; (iv) the Employee’s job performance is unsatisfactory; (v) the Employee has engaged in on-the-job conduct that falls below the standards the Company may reasonably expect; (vi) the Employee’s use of alcohol or drugs has interfered with his or her ability to perform his or her duties and responsibilities with the Company; (vii) the Employee has knowingly made any untrue statement or omission on or in support of the Employee’s application

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for employment with the Company, regardless of when discovered; (viii) the Employee has falsified Company records; (ix) the Employee has an unsatisfactory record of tardiness and/or attendance; (x) the Employee has committed any act intended to damage the reputation of the Company or which, in fact, damages the reputation of the Company; (xi) the Employee has disclosed to any unauthorized person any confidential or proprietary information, records, data, formulae, specifications or trade secrets or other information of value to the Company; or, (xii) the Employee has (a) violated the Company’s policies or rules (including, but not limited to, the Company’s equal employment opportunity policies) or (b) is guilty of negligence or misconduct in the performance of his or her duties with the Company.

(c) As used in this Section 3.1, “Good Reason” shall mean that the Company requires Employee to permanently relocate Employee’s primary work location to a new location more than 50 miles from Stamford, CT; provided that Employee has given to the Company written notice of the occurrence of such event within 90 days of the initial occurrence of such event with a reference to this Agreement, and the Company has not cured such event by the 30th day after the date of such notice; and provided further that the Employee resigns as a result of such event within six months following the initial occurrence of such event.

3.2.    Section 409A

(a) The Company makes no representations regarding the tax implications of any compensation, payments and/or benefits to be paid to Employee under the Employment Agreement, including, without limitation, under Section 409A of the Internal Revenue Code (the “Code”). (Nothing in this Section 3.2 shall be construed as creating a right to any compensation, payments and/or benefits). Employee is advised to consult with a tax attorney/advisor regarding any tax implications. In the event the Company and Employee agree that the terms hereof would result in Employee being subject to tax under Section 409A of the Code, Employee and the Company shall negotiate in good faith to amend the Employment Agreement to the extent necessary to prevent the assessment of any such tax, including by delaying the payment dates of any amounts hereunder. If for any reason, such as imprecision in drafting, any provision of the Employment Agreement (or of any award of compensation, including, without limitation, equity compensation or benefits) does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent.

(b) To the extent that the right to any payment (including the provision of benefits) under the Employment Agreement provides for deferred compensation within the meaning of Code Section 409A that is not exempt from Code Section 409A as involuntary separation pay or a short-term deferral (or otherwise), a termination of employment shall not be deemed to have occurred for purposes of any provision of the Employment Agreement providing for any payment or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision, references to a “termination,” “termination of employment,” or like terms shall mean “separation from service”.

(c) In addition, notwithstanding any provision to the contrary in the Employment Agreement, if Employee is deemed on the date of Employee’s “separation from service” (within the meaning of Code Section 409A) to be a “specified employee” (within the meaning of Code Section 409A), then with regard to any payment that is required to be delayed pursuant to Code Section 409A(a)(2)(B), such payment shall not be made prior to the earlier of (i) the expiration of the six (6) month period measured from the date of his or her “separation from service” and (ii) the date of his or her death. Each payment under the Employment Agreement shall be treated as a separate payment for purposes of Code Section 409A. In no event may Employee, directly or indirectly, designate the calendar year of any payment to be made under the Employment Agreement.

(d) All reimbursements and in-kind benefits provided under the Employment Agreement that constitute deferred compensation within the meaning of Section 409A of the Code shall be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) subject to any shorter time periods provided herein, in no event shall such reimbursements and payments by the Company under the Employment Agreement be made later than the end of the calendar year next following the calendar year in which the applicable fees and expenses were incurred; (ii) the amount of such reimbursements, payments and in-kind benefits that the Company is obligated to pay or provide in any given calendar year shall not affect the reimbursements and in-kind benefits that the Company is obligated to pay or provide in any other calendar year (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid); (iii) Employee’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than

5

Employee’s remaining lifetime (or if longer, through the 20th anniversary of the effective date of the Employment Agreement).

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

5.Jurisdiction, Arbitration & Attorneys’ Fees.

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

(b) Waiver of Jury Trial. Employee hereby waives a trial by jury in all legal disputes brought pursuant to this Agreement.

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

(d) Arbitration of Certain Claims by Employee.

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

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

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

(iv) No Arbitrable Claim may be initiated or maintained on a putative or certified class, collective or multi-party action basis either in a court or in Arbitration. Any Arbitrable Claim purporting to be brought as a putative or certified class, collective or multi-party action basis will be decided under these rules as an individual claim in Arbitration.

(v) No language in this document is intended to limit in any way Employee’s rights under the National Labor Relations Act (“NLRA”), and any claims under the NLRA are specifically excluded from the arbitration provisions described above.

(e) Attorneys’ Fees. If Employee breaches any of the covenants set forth in this Agreement, Employee agrees to pay all costs (including reasonable attorneys’ fees) incurred by the Company in establishing that breach and in otherwise enforcing any of the covenants or provisions of this Agreement.

6.Suits Against Company.

(a) Both during and after the term of employment hereunder, Employee covenants that Employee will not bring suit or file counterclaims against the Company, for corporate misconduct (which for this purpose does not mean

6

matters for which Employee has a personal claim against the Company in his or her capacity as an employee), unless both of (i) and (ii) shall have occurred, namely:

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

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

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

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

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

8.Non-Disparagement. Except as may be compelled by law or as authorized in writing by the Company, during and at all times after Employee’s employment with the Company, Employee shall not make any oral or written defamatory or recklessly malicious statements, nor take any actions, which could disparage or denigrate: a) the Company or any of its subsidiaries; b) any of the Company’s current or former officers, directors or employees; and/or c) the Company’s products or services.

9.Miscellaneous.

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

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

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

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

To the Company:            United Rentals, Inc.

100 First Stamford Place - Suite 700

Stamford, CT 06902                

Attn: Human Resources Department

with a copy to:         United Rentals, Inc.

100 First Stamford Place - Suite 700

Stamford, CT 06902                

Attn: Legal Department

7

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

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

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

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

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

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

UNITED RENTALS, INC.                    EMPLOYEE

BY: ___________________________                _________________________________

JESSICA GRAZIANO

NAME: ________________________

TITLE: _________________________                 DATE: _________________________

DATE: _________________________

8

EXHIBIT A

Aggreko

Ahern Rentals Inc.

American Equipment Company

Ashtead Group Plc

Atlas Copco Group

Atlas Copco Rental Service

Blueline Rental

Caterpillar Inc.

CAT Rental

Deere & Co.

GE Capital equipment leasing divisions

Golder Thoma

H & E Equipment Services

Hertz Equipment Rental Corp.

Home Depot

National Equipment Services, Inc.

Nations Rent, Inc.

Neff Corporation

RentX Industries, Inc.

Sunstate Equipment Co.

Sunbelt Rentals Inc.

Any company on the “RER 100” list

Any affiliate of any of the foregoing.

9

EX-12

Exhibit 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(In millions, except ratios)

	Year Ended December 31,
	2010			2011			2012			2013			2014
Earnings:
Income (loss) from continuing operations before provision (benefit) for income taxes	$	(63	)	$	164		$	88		$	605		$	850
Add:
Fixed charges, net of capitalized interest	279			271			504			521			520
Total earnings available for fixed charges	216			435			592			1,126			1,370
Fixed charges (1):
Interest expense, net	255			228			512			475			555
Add back interest income, which is netted in interest expense	1			1			2			1			2
Add back refinance charges/gains (losses) on bond repurchases/retirement of subordinated convertible debentures, included in interest expense	(28		)	(5		)	(72		)	(3		)	(80		)
Interest expense—subordinated convertible debentures	8			7			4			3			—
Capitalized interest	—			—			—			—			—
Interest component of rent expense	43			40			58			45			43
Fixed charges	$	279		$	271		$	504		$	521		$	520
Ratio of earnings to fixed charges	—  (2)			1.6x			1.2x			2.2x			2.6x

_________________

(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) The ratio coverage was less than 1:1 for the year ended December 31, 2010 due to our loss for the year. We would have had to have generated additional earnings of $63 for the year ended December 31, 2010 to have achieved a coverage ratio of 1:1.

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 (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.	Ontario
2. United Rentals (Delaware), Inc.	Delaware
(a) United Rentals of Nova Scotia (No.1), ULC	Nova Scotia
(b) United Rentals of Nova Scotia (No.2), ULC	Nova Scotia
(i) 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
(ii) 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 following Registration Statements:

(1) 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.,

(2) 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.,

(3) Registration Statement (Form S-8 No. 333-60458) pertaining to the 2001 Stock Plan of United Rentals, Inc.,

(4) Registration Statement (Form S-8 No. 333-139589) pertaining to the 2001 Comprehensive Stock Plan of United Rentals, Inc.,

(5) 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.,

(6) Registration Statement (Form S-8 No. 333-162818) pertaining to the United Rentals, Inc. 401(k) Investment Plan,

(7) Registration Statement (Form S-8 No. 333-113787) pertaining to the 2001 Senior Stock Plan of United Rentals, Inc.,

(8) Registration Statement (Form S-8 No. 333-116882) pertaining to the Deferred Compensation Plan for Directors of United Rentals, Inc.,

(9) Registration Statement (Form S-8 No. 333-166743) pertaining to the 2010 Long Term Incentive Plan of United Rentals, Inc.,

(10) Registration Statement (Form S-8 No. 333-182008) pertaining to the 2010 Long Term Incentive Plan of United Rentals, Inc.,

(11) Registration Statement (Form S-8 No. 333-181084) pertaining to the RSC Holdings Inc. Amended and Restated Stock Incentive Plan, and

(12) Registration Statement (Form S-8 No. 333-195773) pertaining to the 2010 Long Term Incentive Plan of United Rentals, Inc.

of our reports dated January 21,2015, 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 31,2014.

/s/ Ernst & Young LLP

Stamford, Connecticut

January 21, 2015

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, 2014;

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, 2015

/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, 2014;

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, 2015

/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, 2014 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, 2015

/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, 2014 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, 2015

/s/    WILLIAM B. PLUMMER

William B. Plummer

Chief Financial Officer

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Debt (Tables)

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Schedule of debt instrument

Debt consists of the following:

	December 31,
	2014			2013
URNA and subsidiaries debt:
Accounts Receivable Securitization Facility (1)	$	548		$	430
$2.3 billion ABL Facility (1)	1,304			1,106
5 3/4 percent Senior Secured Notes (2)	750			750
10 1/4 percent Senior Notes (3) (4)	—			220
9 1/4 percent Senior Notes (4)	—			494
7 3/8 percent Senior Notes (2)	750			750
8 3/8 percent Senior Subordinated Notes	750			750
8 1/4 percent Senior Notes (3)	687			692
7 5/8 percent Senior Notes (2)	1,325			1,325
6 1/8 percent Senior Notes (5)	951			400
5 3/4 percent Senior Notes (5)	850			—
Capital leases (3)	105			120
Total URNA and subsidiaries debt	8,020			7,037
Holdings:
4 percent Convertible Senior Notes	32			136
Total debt	8,052			7,173
Less short-term portion	(618		)	(604		)
Total long-term debt	$	7,434		$	6,569

(1) $946 and $2 were available under our ABL facility and accounts receivable securitization facility, respectively, at December 31, 2014. The ABL facility availability is reflected net of $50 of letters of credit. At December 31, 2014, the interest rates applicable to our ABL facility and accounts receivable securitization facility were 2.2 percent and 0.8 percent, respectively.

(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.

(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) During 2014, we redeemed all of our 10 ¹/₄ percent Senior Notes and 9 ¹/₄ percent Senior Notes. The 10 ¹/₄ percent Senior Notes were part of the debt assumed upon consummation of the RSC merger. Upon redemption, we recognized an aggregate loss of $70 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the notes.

(5) Contemporaneous with the National Pump acquisition discussed in note 3 to our consolidated financial statements, in 2014, URNA issued $525 principal amount of 6 ¹/₈ percent Senior Notes as an add on to our existing 6 ¹/₈ percent Senior Notes and $850 principal amount of 5 ³/₄ percent Senior Notes. See below for additional detail.

Schedule of the maturities of debt

Maturities of the Company’s debt (exclusive of any unamortized original issue discounts or premiums) for each of the next five years and thereafter at December 31, 2014 are as follows:

2015	$	620
2016	1,333
2017	19
2018	760
2019	4
Thereafter	5,256
Total	$	7,992

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Segment Information (Reconciliation to consolidated totals) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2014		Sep. 30, 2014		Jun. 30, 2014		Mar. 31, 2014		Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total equipment rentals gross profit	$ 707	[1]	$ 688	[1]	$ 589	[1]	$ 448	[1]	$ 567	[2]	$ 564	[2]	$ 471	[2]	$ 385	[2]	$ 2,432	[1]	$ 1,987	[2]	$ 1,587
Selling, general and administrative expenses																	(758)		(642)		(588)
Merger related costs																	(11)		(9)		(111)
Restructuring charge																	1		(12)		(99)
Non-rental depreciation and amortization																	(273)		(246)		(198)
Interest expense, net																	(555)		(475)		(512)
Interest expense- subordinated convertible debentures																	0		(3)		(4)
Other income, net																	14		5		13
Income before provision for income taxes																	850		605		88
Equipment rentals
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total equipment rentals gross profit																	2,092		1,710		1,364
Other products and services
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total equipment rentals gross profit																	$ 340		$ 277		$ 223

[1] The fourth quarter of 2014 includes an increase in bad debt expense of $8 as compared to the fourth quarter of 2013 primarily due to improved receivable aging which reduced the expense in the fourth quarter of 2013. Additionally, the fourth quarter of 2014 includes an increase in stock compensation, net of $14 as compared to the fourth quarter of 2013 primarily due to improved profitability which resulted in increased performance based stock compensation.

[2] The fourth quarter of 2013 includes a reduction in bad debt expense of $17 as compared to the fourth quarter of 2012 primarily due to improved receivable aging. In the fourth quarter of 2013, we recognized a benefit of $3 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

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Acquisitions (Consideration Transferred) (Details) (National Pump, USD $) In Millions, unless otherwise specified	1 Months Ended
	Apr. 30, 2014
Business Acquisition [Line Items]
Cash consideration	$ 773	[1]
Contingent consideration	76	[2]
Total purchase consideration	849	[3]
Cash consideration, cash paid	714
Cash consideration, hold back amount	59
Stock issued, excluded from purchase consideration	15
Adjusted EBITDA 12 Months Post-Closing
Business Acquisition [Line Items]
Maximum payout	75
Trailing EBITDA period	12 months
Adjusted EBITDA	134
Post-closing period	12 months
Adjusted EBITDA 18 Months Post-Closing
Business Acquisition [Line Items]
Maximum payout	50
Adjusted EBITDA	$ 161
Post-closing period	18 months

[1] Consists of cash paid of $714 and a ‘hold back’ of $59, which is subject to a final working capital true-up.

[2] Reflects the acquisition date fair value of the following additional cash consideration to be paid based on the achievement of the following financial targets:1.A maximum payout of $75 if National Pump's trailing twelve months adjusted EBITDA (as defined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations- Financial Overview”) reaches $134 twelve months post-closing; and2.An additional maximum payout of $50 if National Pump's trailing twelve months adjusted EBITDA reaches $161 eighteen months post-closing.

[3] Total purchase consideration excludes $15 of stock which was issued in connection with the acquisition and will be treated as compensation for book purposes but primarily represents deductible goodwill for income tax purposes.

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Debt (Schedule of Debt Maturity) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014
Maturity profile:
2015	$ 620
2016	1,333
2017	19
2018	760
2019	4
Thereafter	5,256
Total	$ 7,992

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Segment Information (Geographic area information) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2014		Sep. 30, 2014		Jun. 30, 2014		Mar. 31, 2014		Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Revenues from External Customers and Long-Lived Assets [Line Items]
Equipment rentals																	$ 4,819		$ 4,196		$ 3,455
Sales of rental equipment																	544		490		399
Sales of new equipment																	149		104		93
Contractor supplies sales																	85		87		87
Service and other revenues																	88		78		83
Total revenues	1,564	[1]	1,544	[1]	1,399	[1]	1,178	[1]	1,338	[2]	1,311	[2]	1,206	[2]	1,100	[2]	5,685	[1]	4,955	[2]	4,117
Goodwill, net	4,378								3,971								4,378		3,971
Domestic
Revenues from External Customers and Long-Lived Assets [Line Items]
Equipment rentals																	4,217		3,612		2,948
Sales of rental equipment																	478		438		350
Sales of new equipment																	124		82		67
Contractor supplies sales																	70		70		67
Service and other revenues																	73		62		66
Total revenues																	4,962		4,264		3,498
Goodwill, net	4,014								3,639								4,014		3,639
Foreign
Revenues from External Customers and Long-Lived Assets [Line Items]
Equipment rentals																	602		584		507
Sales of rental equipment																	66		52		49
Sales of new equipment																	25		22		26
Contractor supplies sales																	15		17		20
Service and other revenues																	15		16		17
Total revenues																	723		691		619
Goodwill, net	364								332								364		332
Rental equipment, net
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	6,008								5,374								6,008		5,374
Rental equipment, net | Domestic
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	5,399								4,768								5,399		4,768
Rental equipment, net | Foreign
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	609								606								609		606
Property and equipment, net
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	438								421								438		421
Property and equipment, net | Domestic
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	395								381								395		381
Property and equipment, net | Foreign
Revenues from External Customers and Long-Lived Assets [Line Items]
Property, plant and equipment, net	$ 43								$ 40								$ 43		$ 40

[1] The fourth quarter of 2014 includes an increase in bad debt expense of $8 as compared to the fourth quarter of 2013 primarily due to improved receivable aging which reduced the expense in the fourth quarter of 2013. Additionally, the fourth quarter of 2014 includes an increase in stock compensation, net of $14 as compared to the fourth quarter of 2013 primarily due to improved profitability which resulted in increased performance based stock compensation.

[2] The fourth quarter of 2013 includes a reduction in bad debt expense of $17 as compared to the fourth quarter of 2012 primarily due to improved receivable aging. In the fourth quarter of 2013, we recognized a benefit of $3 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

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Commitments and Contingencies (Future Minimum Capital Lease Payments) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2015	$ 42
2016	32
2017	20
2018	11
2019	4
Thereafter	8
Total	117
Less amount representing interest	(12)	[1]
Capital lease obligations	$ 105
Capital leases
Capital Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Weighted average interest rate	5.30%

[1] The weighted average interest rate on our capital lease obligations as of December 31, 2014 was approximately 5.3 percent.

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Summary of Significant Accounting Policies (Details) (USD $)	0 Months Ended	12 Months Ended
	Oct. 01, 2013 reporting_unit	Dec. 31, 2014	Dec. 31, 2013 reporting_unit	Dec. 31, 2012	Oct. 01, 2014	Apr. 30, 2014 entity
Significant Accounting Policies [Line Items]
Cost of service and other revenues		$ 32,000,000	$ 25,000,000	$ 29,000,000
Number of reporting units evaluated for impairment	10
Goodwill	2,300,000,000
Number of reporting units impacted by internal reporting changes evaluated for impairment			4
Goodwill, impairment testing, change in reporting structure, amount	626,000,000
Percentage of fair value in excess of carrying amount	44.00%				63.00%
Deferred revenue		36,000,000	30,000,000
Advertising expense		0	0	0
Advertising reimbursements		16,000,000	15,000,000	13,000,000
Insurance deductible, per occurrence, general liability		2,000,000	2,000,000
Insurance deductible, per occurrence, workers' compensation		1,000,000	1,000,000
Insurance deductible, per occurrence, automobile liability		2,000,000	2,000,000
Insurance stop loss limit, self insured events		700,000
Accounts receivable | Customer concentration risk
Significant Accounting Policies [Line Items]
Concentration risk, percentage (less than 1% of total revenues)		1.00%	1.00%
Trade names and trademarks
Significant Accounting Policies [Line Items]
Finite lived intangible assets life		5 years
Rental Equipment
Significant Accounting Policies [Line Items]
PP&E additions		39,000,000	44,000,000	24,000,000
Cost of service and other revenues		$ 604,000,000	$ 563,000,000	$ 455,000,000
Minimum | Customer relationships
Significant Accounting Policies [Line Items]
Finite lived intangible assets life		7 years
Minimum | Rental Equipment
Significant Accounting Policies [Line Items]
PP&E useful life		2 years
PP&E salvage value		0.00%
Minimum | Property and Equipment
Significant Accounting Policies [Line Items]
PP&E useful life		2 years
Maximum | Revenues | Customer concentration risk
Significant Accounting Policies [Line Items]
Concentration risk, percentage (less than 1% of total revenues)			1.00%	1.00%
Maximum | Non-compete agreements
Significant Accounting Policies [Line Items]
Finite lived intangible assets life		5 years
Maximum | Customer relationships
Significant Accounting Policies [Line Items]
Finite lived intangible assets life		15 years
Maximum | Rental Equipment
Significant Accounting Policies [Line Items]
PP&E useful life		12 years
PP&E salvage value		10.00%
Maximum | Property and Equipment
Significant Accounting Policies [Line Items]
PP&E useful life		39 years
Largest customer | Maximum | Revenues | Customer concentration risk
Significant Accounting Policies [Line Items]
Concentration risk, percentage (less than 1% of total revenues)		1.00%
National Pump
Significant Accounting Policies [Line Items]
Percentage of fair value in excess of carrying amount					13.00%
Number of entities acquired as part of business acquisition						4

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Rental Equipment (Tables) (Rental Equipment)

12 Months Ended

Dec. 31, 2014

Rental Equipment

Property, Plant and Equipment [Line Items]

Schedule of rental equipment

Rental equipment consists of the following:

	December 31,
	2014			2013
Rental equipment	$	8,527		$	7,574
Less accumulated depreciation	(2,519		)	(2,200		)
Rental equipment, net	$	6,008		$	5,374

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Common Stock (Narrative) (Details) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended			1 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Jan. 21, 2015	Apr. 30, 2014	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
4 percent Convertible Senior Notes
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance	3,800,000	17,500,000
Stated interest rate	4.00%	4.00%	4.00%
Debt instrument, convertible, conversion price	$ 11.11
Restricted Stock Units (RSUs)
Class of Stock [Line Items]
Restricted stock units outstanding (in shares)	1,300,000
Restricted stock units outstanding	702,000	763,000
Share conversion ratio	1
Shares issued for RSUs	396,000
Shares paid for tax withholding	227,000
Compensation expense not yet recognized	$ 29
Compensation expense not yet recognized, period for recognition	1 year 9 months 18 days
Fair value of RSUs vested during the period	54	53	43
Time-based Restricted Stock Units
Class of Stock [Line Items]
Vesting period	3 years
Vesting period, start duration from grant date	12 months
Employee stock option
Class of Stock [Line Items]
Common stock, capital shares reserved for future issuance	700,000	900,000
2010 Long Term Incentive Plan
Class of Stock [Line Items]
Number of shares available for grant	3,600,000
Convertible debt | 4 percent Convertible Senior Notes
Class of Stock [Line Items]
Stated interest rate	4.00%	4.00%	4.00%			4.00%
Debt instrument, convertible, conversion price	$ 11.11
Subsequent event | Convertible debt | 4 percent Convertible Senior Notes
Class of Stock [Line Items]
Redemption notice amount				26
National Pump
Class of Stock [Line Items]
Value of stock issued in connection with business acquisition					15
National Pump | Restricted Stock Units (RSUs)
Class of Stock [Line Items]
Vesting period					3 years
Expense recorded during period related to stock awards	$ 4

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Income Taxes (Components of deferred tax assets and liabilities) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Components of Deferred Tax Assets [Abstract]
Reserves and allowances, current	$ 66	$ 54
Intangibles, current	1	0
Debt cancellation and other, current	0	0
Net operating loss and credit carryforwards, current	181	206
Deferred tax assets - current	248	260
Reserves and allowances, noncurrent	41	59
Intangibles, noncurrent	0	0
Debt cancellation and other, noncurrent	58	41
Net operating loss and credit carryforwards, noncurrent	56	69
Deferred tax assets - non-current	155	169
Reserves and allowances	107	113
Intangibles	1	0
Debt cancellation and other	58	41
Net operating loss and credit carryforwards	237	275
Total deferred tax assets	403	429
Components of Deferred Tax Liabilities [Abstract]
Property and equipment, current	0	0
Intangibles, current	0	0
Valuation allowance - current	0	0
Total deferred tax liability, current	0	0
Property and equipment, noncurrent	(1,535)	(1,259)
Intangibles, noncurrent	(312)	(369)
Valuation allowance - non-current	0	0
Total deferred tax liability, noncurrent	(1,847)	(1,628)
Property and equipment	(1,535)	(1,259)
Intangibles	(312)	(369)
Valuation allowance	0	0
Total deferred tax liability	(1,847)	(1,628)
Net deferred tax asset (liability) - current	248	260
Net deferred tax assets (liability) - non-current	(1,692)	(1,459)
Total deferred income tax asset (liability)	$ (1,444)	$ (1,199)

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Schedule II - Valuation and Qualifying Accounts (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Allowance for doubtful accounts [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	$ 49		$ 64		$ 33
Acquired	0		0		13
Charged to Costs and Expenses	13		4		37
Deductions	19	[1]	19	[1]	19	[1]
Balance at End of Period	43		49		64
Reserve for obsolescence and shrinkage [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	3		3		2
Acquired	0		0		1
Charged to Costs and Expenses	18		16		13
Deductions	18	[2]	16	[2]	13	[2]
Balance at End of Period	3		3		3
Self-insurance reserve [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	94		97		83
Acquired	0		0		21
Charged to Costs and Expenses	105		92		84
Deductions	107	[3]	95	[3]	91	[3]
Balance at End of Period	$ 92		$ 94		$ 97

[1] Represents write-offs of accounts, net of recoveries.

[2] Represents write-offs.

[3] Represents payments.

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Restructuring and Asset Impairment Charges (Schedule Of Restructuring Charges) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Restructuring Reserve [Roll Forward]
Beginning Reserve Balance	$ 35	[1]
Charged to Costs and Expenses	(1)		12		99
Ending Reserve Balance	20	[1]	35	[1]
Closed Restructuring Program
Restructuring Reserve [Roll Forward]
Beginning Reserve Balance	13		19		28
Charged to Costs and Expenses	0	[2]	3	[2]	3	[2]
Payments and Other	(4)		(9)		(12)
Ending Reserve Balance	9		13		19
Closed Restructuring Program | Branch closure charges
Restructuring Reserve [Roll Forward]
Beginning Reserve Balance	13		19		27
Charged to Costs and Expenses	0	[2]	3	[2]	3	[2]
Payments and Other	(4)		(9)		(11)
Ending Reserve Balance	9		13		19
Closed Restructuring Program | Severance costs
Restructuring Reserve [Roll Forward]
Beginning Reserve Balance	0		0		1
Charged to Costs and Expenses	0	[2]	0	[2]	0	[2]
Payments and Other	0		0		(1)
Ending Reserve Balance	0		0		0
RSC Merger Related Restructuring Program
Restructuring Reserve [Roll Forward]
Beginning Reserve Balance	22		42		0
Charged to Costs and Expenses	(1)	[3]	9	[3]	96	[3]
Payments and Other	(10)		(29)		(54)
Ending Reserve Balance	11		22		42
RSC Merger Related Restructuring Program | Branch closure charges
Restructuring Reserve [Roll Forward]
Beginning Reserve Balance	20		33		0
Charged to Costs and Expenses	(1)	[3]	7	[3]	53	[3]
Payments and Other	(8)		(20)		(20)
Ending Reserve Balance	11		20		33
RSC Merger Related Restructuring Program | Severance costs
Restructuring Reserve [Roll Forward]
Beginning Reserve Balance	2		9		0
Charged to Costs and Expenses	0	[3]	2	[3]	43	[3]
Payments and Other	(2)		(9)		(34)
Ending Reserve Balance	$ 0		$ 2		$ 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.

[3] Reflected in our consolidated statements of income as “Restructuring charge.” The income for the year ended December 31, 2014 primarily reflects buyouts or settlements of real estate leases for less than the recognized reserves. The restructuring charges are not allocated to our segments.

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Commitments and Contingencies (Future Minimum Operating Lease Payments) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
Operating leases, rent expense, minimum rentals	$ 131	$ 135	$ 175
Real Estate Leases
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2015	100
2016	86
2017	67
2018	48
2019	29
Thereafter	46
Total	376
Non-Rental Equipment Leases
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2015	31
2016	29
2017	27
2018	20
2019	15
Thereafter	8
Total	$ 130

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Condensed Consolidating Financial Information of Guarantor Subsidiaries - CONDENSED CONSOLIDATING BALANCE SHEETS (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
ASSETS
Cash and cash equivalents	$ 158		$ 175		$ 106		$ 36
Accounts receivable, net	940		804
Intercompany receivable (payable)	0		0
Inventory	78		70
Prepaid expenses and other assets	122		53
Deferred taxes	248		260
Total current assets	1,546		1,362
Investments in subsidiaries	0		0
Goodwill	3,272	[1]	2,953	[1]	2,970	[1]	289	[1]
Other intangible assets, net	1,106		1,018
Other long-term assets	97		103
Total assets (1)	12,467	[2]	11,231	[2]
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	618		604
Accounts payable	285		292
Accrued expenses and other liabilities	575		390
Total current liabilities	1,478		1,286
Long-term debt	7,434		6,569
Deferred taxes	1,692		1,459
Other long-term liabilities	65		69
Total liabilities	10,669		9,383
Temporary equity (note 12)	2		20
Total stockholders’ equity (deficit)	1,796		1,828
Total liabilities and stockholders’ equity	12,467		11,231
Eliminations
ASSETS
Cash and cash equivalents	0		0		0		0
Accounts receivable, net	0		0
Intercompany receivable (payable)	121		132
Inventory	0		0
Prepaid expenses and other assets	0		0
Deferred taxes	0		0
Total current assets	121		132
Investments in subsidiaries	(3,555)		(3,777)
Goodwill	0		0
Other intangible assets, net	0		0
Other long-term assets	0		0
Total assets (1)	(3,434)		(3,645)
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
Deferred taxes	0		0
Other long-term liabilities	0		0
Total liabilities	0		0
Temporary equity (note 12)	0		0
Total stockholders’ equity (deficit)	(3,434)		(3,645)
Total liabilities and stockholders’ equity	(3,434)		(3,645)
Parent
ASSETS
Cash and cash equivalents	0		0		0		0
Accounts receivable, net	0		0
Intercompany receivable (payable)	476		308
Inventory	0		0
Prepaid expenses and other assets	0		0
Deferred taxes	0		0
Total current assets	476		308
Investments in subsidiaries	1,330		1,648
Goodwill	0		0
Other intangible assets, net	0		0
Other long-term assets	1		2
Total assets (1)	1,849		2,006
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	32		136
Accounts payable	0		0
Accrued expenses and other liabilities	0		1
Total current liabilities	32		137
Long-term debt	0		0
Deferred taxes	19		21
Other long-term liabilities	0		0
Total liabilities	51		158
Temporary equity (note 12)	2		20
Total stockholders’ equity (deficit)	1,796		1,828
Total liabilities and stockholders’ equity	1,849		2,006
URNA
Condensed Financial Information Other Details [Abstract]
Ownership percentage in subsidiaries	100.00%
ASSETS
Cash and cash equivalents	8		17		20		6
Accounts receivable, net	37		36
Intercompany receivable (payable)	(428)		(257)
Inventory	69		62
Prepaid expenses and other assets	113		42
Deferred taxes	246		258
Total current assets	45		158
Investments in subsidiaries	1,185		1,132
Goodwill	3,000		2,708
Other intangible assets, net	1,014		931
Other long-term assets	96		100
Total assets (1)	11,071		10,110
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	38		38
Accounts payable	248		254
Accrued expenses and other liabilities	499		327
Total current liabilities	785		619
Long-term debt	7,298		6,421
Deferred taxes	1,594		1,357
Other long-term liabilities	64		65
Total liabilities	9,741		8,462
Temporary equity (note 12)	0		0
Total stockholders’ equity (deficit)	1,330		1,648
Total liabilities and stockholders’ equity	11,071		10,110
Guarantor Subsidiaries
Condensed Financial Information Other Details [Abstract]
Ownership percentage in subsidiaries	100.00%
ASSETS
Cash and cash equivalents	0		0		0		0
Accounts receivable, net	0		0
Intercompany receivable (payable)	(60)		(51)
Inventory	0		0
Prepaid expenses and other assets	1		1
Deferred taxes	0		0
Total current assets	(59)		(50)
Investments in subsidiaries	1,040		997
Goodwill	0		0
Other intangible assets, net	0		0
Other long-term assets	0		0
Total assets (1)	1,002		967
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	19		25
Total current liabilities	19		25
Long-term debt	130		140
Deferred taxes	0		0
Other long-term liabilities	0		0
Total liabilities	149		165
Temporary equity (note 12)	0		0
Total stockholders’ equity (deficit)	853		802
Total liabilities and stockholders’ equity	1,002		967
Non Guarantor Subsidiaries - Foreign
ASSETS
Cash and cash equivalents	150		158		86		30
Accounts receivable, net	144		140
Intercompany receivable (payable)	(109)		(132)
Inventory	9		8
Prepaid expenses and other assets	8		10
Deferred taxes	2		2
Total current assets	204		186
Investments in subsidiaries	0		0
Goodwill	272		245
Other intangible assets, net	92		87
Other long-term assets	0		0
Total assets (1)	1,220		1,164
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	0		0
Accounts payable	37		38
Accrued expenses and other liabilities	57		36
Total current liabilities	94		74
Long-term debt	6		8
Deferred taxes	79		81
Other long-term liabilities	1		4
Total liabilities	180		167
Temporary equity (note 12)	0		0
Total stockholders’ equity (deficit)	1,040		997
Total liabilities and stockholders’ equity	1,220		1,164
Non Guarantor Subsidiaries - SPV
ASSETS
Cash and cash equivalents	0		0		0		0
Accounts receivable, net	759		628
Intercompany receivable (payable)	0		0
Inventory	0		0
Prepaid expenses and other assets	0		0
Deferred taxes	0		0
Total current assets	759		628
Investments in subsidiaries	0		0
Goodwill	0		0
Other intangible assets, net	0		0
Other long-term assets	0		1
Total assets (1)	759		629
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	548		430
Accounts payable	0		0
Accrued expenses and other liabilities	0		1
Total current liabilities	548		431
Long-term debt	0		0
Deferred taxes	0		0
Other long-term liabilities	0		0
Total liabilities	548		431
Temporary equity (note 12)	0		0
Total stockholders’ equity (deficit)	211		198
Total liabilities and stockholders’ equity	759		629
10 1/4 percent Senior Notes
Condensed Financial Information Other Details [Abstract]
Stated interest rate	10.25%
8 1/4 percent Senior Notes
Condensed Financial Information Other Details [Abstract]
Stated interest rate	8.25%
ABL Facility, Accounts Receivable Securitization Facility, and Other Agreements | URNA
Condensed Financial Information Other Details [Abstract]
Line of credit facility, restricted payment capacity	242
Rental equipment, net
ASSETS
Property, plant and equipment, net	6,008		5,374
Rental equipment, net | Eliminations
ASSETS
Property, plant and equipment, net	0		0
Rental equipment, net | Parent
ASSETS
Property, plant and equipment, net	0		0
Rental equipment, net | URNA
ASSETS
Property, plant and equipment, net	5,399		4,768
Rental equipment, net | Guarantor Subsidiaries
ASSETS
Property, plant and equipment, net	0		0
Rental equipment, net | Non Guarantor Subsidiaries - Foreign
ASSETS
Property, plant and equipment, net	609		606
Rental equipment, net | Non Guarantor Subsidiaries - SPV
ASSETS
Property, plant and equipment, net	0		0
Property and equipment, net
ASSETS
Property, plant and equipment, net	438		421
Property and equipment, net | Eliminations
ASSETS
Property, plant and equipment, net	0		0
Property and equipment, net | Parent
ASSETS
Property, plant and equipment, net	42		48
Property and equipment, net | URNA
ASSETS
Property, plant and equipment, net	332		313
Property and equipment, net | Guarantor Subsidiaries
ASSETS
Property, plant and equipment, net	21		20
Property and equipment, net | Non Guarantor Subsidiaries - Foreign
ASSETS
Property, plant and equipment, net	43		40
Property and equipment, net | Non Guarantor Subsidiaries - SPV
ASSETS
Property, plant and equipment, net	$ 0		$ 0

[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] The increase in the trench safety, power and HVAC, and pump solutions assets in 2014 primarily reflects the impact of the National Pump acquisition discussed in note 3 to the consolidated financial statements.

XML

Common Stock (Schedule of Stock Option Exercise Prices) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Amount Outstanding	652
Weighted Average Exercise Price	$ 19.99
Amount Exercisable	564
Weighted Average Exercise Price	$ 16.18
$0.01-5.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices, Minimum	$ 0.01
Range of Exercise Prices, Maximum	$ 5.00
Amount Outstanding	140
Weighted Average Remaining Contractual Life	4 years 2 months
Weighted Average Exercise Price	$ 3.38
Amount Exercisable	140
Weighted Average Exercise Price	$ 3.38
5.01-10.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices, Minimum	$ 5.01
Range of Exercise Prices, Maximum	$ 10.00
Amount Outstanding	193
Weighted Average Remaining Contractual Life	5 years 2 months
Weighted Average Exercise Price	$ 8.32
Amount Exercisable	193
Weighted Average Exercise Price	$ 8.32
10.01-15.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices, Minimum	$ 10.01
Range of Exercise Prices, Maximum	$ 15.00
Amount Outstanding	22
Weighted Average Remaining Contractual Life	4 years 1 month
Weighted Average Exercise Price	$ 14.42
Amount Exercisable	22
Weighted Average Exercise Price	$ 14.42
15.01-20.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices, Minimum	$ 15.01
Range of Exercise Prices, Maximum	$ 20.00
Amount Outstanding	30
Weighted Average Remaining Contractual Life	3 years 9 months
Weighted Average Exercise Price	$ 16.38
Amount Exercisable	30
Weighted Average Exercise Price	$ 16.38
25.01-30.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices, Minimum	$ 25.01
Range of Exercise Prices, Maximum	$ 30.00
Amount Outstanding	73
Weighted Average Remaining Contractual Life	4 years 7 months
Weighted Average Exercise Price	$ 25.82
Amount Exercisable	52
Weighted Average Exercise Price	$ 25.89
30.01-35.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices, Minimum	$ 30.01
Range of Exercise Prices, Maximum	$ 35.00
Amount Outstanding	69
Weighted Average Remaining Contractual Life	6 years 2 months
Weighted Average Exercise Price	$ 31.64
Amount Exercisable	69
Weighted Average Exercise Price	$ 31.64
40.01-45.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices, Minimum	$ 40.01
Range of Exercise Prices, Maximum	$ 45.00
Amount Outstanding	51
Weighted Average Remaining Contractual Life	7 years 1 month
Weighted Average Exercise Price	$ 41.25
Amount Exercisable	34
Weighted Average Exercise Price	$ 41.25
50.01-55.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Prices, Minimum	$ 50.01
Range of Exercise Prices, Maximum	$ 55.00
Amount Outstanding	74
Weighted Average Remaining Contractual Life	8 years 2 months
Weighted Average Exercise Price	$ 53.78
Amount Exercisable	24
Weighted Average Exercise Price	$ 53.78

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, 2014		Sep. 30, 2014		Jun. 30, 2014		Mar. 31, 2014		Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Revenues:
Equipment rentals																	$ 4,819		$ 4,196		$ 3,455
Sales of rental equipment																	544		490		399
Sales of new equipment																	149		104		93
Contractor supplies sales																	85		87		87
Service and other revenues																	88		78		83
Total revenues	1,564	[1]	1,544	[1]	1,399	[1]	1,178	[1]	1,338	[2]	1,311	[2]	1,206	[2]	1,100	[2]	5,685	[1]	4,955	[2]	4,117
Cost of revenues:
Cost of equipment rentals, excluding depreciation																	1,806		1,634		1,392
Depreciation of rental equipment																	921		852		699
Cost of rental equipment sales																	315		314		274
Cost of new equipment sales																	120		84		74
Cost of contractor supplies sales																	59		59		62
Cost of service and other revenues																	32		25		29
Total cost of revenues																	3,253		2,968		2,530
Gross profit	707	[1]	688	[1]	589	[1]	448	[1]	567	[2]	564	[2]	471	[2]	385	[2]	2,432	[1]	1,987	[2]	1,587
Selling, general and administrative expenses																	758		642		588
Merger related costs																	11		9		111
Restructuring charge																	(1)		12		99
Non-rental depreciation and amortization																	273		246		198
Operating income	426	[1]	422	[1]	325	[1]	218	[1]	342	[2]	337	[2]	250	[2]	149	[2]	1,391	[1]	1,078	[2]	591
Interest expense, net																	555		475		512
Interest expense—subordinated convertible debentures																	0		3		4
Other (income) expense, net																	(14)		(5)		(13)
Income before provision for income taxes																	850		605		88
Provision for income taxes																	310		218		13
Income (loss) before equity in net earnings (loss) of subsidiaries																	540		387		75
Equity in net earnings (loss) of subsidiaries																	0		0		0
Net income	194	[1]	192	[1]	94	[1]	60	[1]	140	[2]	143	[2]	83	[2]	21	[2]	540	[1]	387	[2]	75
Other comprehensive (loss) income																	(93)	[3]	(65)	[3]	9	[3]
Comprehensive income																	447		322		84
Eliminations
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
Merger related costs																	0		0		0
Restructuring charge																	0		0		0
Non-rental depreciation and amortization																	0		0		0
Operating income																	0		0		0
Interest expense, net																	(6)		(7)		(4)
Interest expense—subordinated convertible debentures																			0		0
Other (income) expense, net																	0		0		0
Income before provision for income taxes																	6		7		4
Provision for income taxes																	0		0		0
Income (loss) before equity in net earnings (loss) of subsidiaries																	6		7		4
Equity in net earnings (loss) of subsidiaries																	(770)		(604)		(314)
Net income																	(764)		(597)		(310)
Other comprehensive (loss) income																	255		180		(20)
Comprehensive income																	(509)		(417)		(330)
Parent
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																	55		8		0
Merger related costs																	0		0		0
Restructuring charge																	0		0		0
Non-rental depreciation and amortization																	17		17		16
Operating income																	(72)		(25)		(16)
Interest expense, net																	9		12		13
Interest expense—subordinated convertible debentures																			3		4
Other (income) expense, net																	(149)		(132)		(86)
Income before provision for income taxes																	68		92		53
Provision for income taxes																	1		38		60
Income (loss) before equity in net earnings (loss) of subsidiaries																	67		54		(7)
Equity in net earnings (loss) of subsidiaries																	473		333		82
Net income																	540		387		75
Other comprehensive (loss) income																	(93)		(65)		9
Comprehensive income																	447		322		84
URNA
Revenues:
Equipment rentals																	4,217		3,612		2,699
Sales of rental equipment																	478		438		318
Sales of new equipment																	124		82		60
Contractor supplies sales																	70		70		60
Service and other revenues																	73		62		58
Total revenues																	4,962		4,264		3,195
Cost of revenues:
Cost of equipment rentals, excluding depreciation																	1,558		1,391		1,071
Depreciation of rental equipment																	820		752		558
Cost of rental equipment sales																	277		283		223
Cost of new equipment sales																	101		67		48
Cost of contractor supplies sales																	49		48		44
Cost of service and other revenues																	27		19		21
Total cost of revenues																	2,832		2,560		1,965
Gross profit																	2,130		1,704		1,230
Selling, general and administrative expenses																	607		541		434
Merger related costs																	11		9		111
Restructuring charge																	(1)		12		95
Non-rental depreciation and amortization																	226		210		160
Operating income																	1,287		932		430
Interest expense, net																	538		454		432
Interest expense—subordinated convertible debentures																			0		0
Other (income) expense, net																	212		191		123
Income before provision for income taxes																	537		287		(125)
Provision for income taxes																	236		113		(93)
Income (loss) before equity in net earnings (loss) of subsidiaries																	301		174		(32)
Equity in net earnings (loss) of subsidiaries																	172		159		114
Net income																	473		333		82
Other comprehensive (loss) income																	(93)		(65)		9
Comprehensive income																	380		268		91
Guarantor Subsidiaries
Revenues:
Equipment rentals																	0		0		249
Sales of rental equipment																	0		0		32
Sales of new equipment																	0		0		7
Contractor supplies sales																	0		0		7
Service and other revenues																	0		0		8
Total revenues																	0		0		303
Cost of revenues:
Cost of equipment rentals, excluding depreciation																	0		0		116
Depreciation of rental equipment																	0		0		50
Cost of rental equipment sales																	0		0		20
Cost of new equipment sales																	0		0		6
Cost of contractor supplies sales																	0		0		5
Cost of service and other revenues																	0		0		3
Total cost of revenues																	0		0		200
Gross profit																	0		0		103
Selling, general and administrative expenses																	3		0		48
Merger related costs																	0		0		0
Restructuring charge																	0		0		0
Non-rental depreciation and amortization																	1		0		5
Operating income																	(4)		0		50
Interest expense, net																	5		6		35
Interest expense—subordinated convertible debentures																			0		0
Other (income) expense, net																	(3)		0		10
Income before provision for income taxes																	(6)		(6)		5
Provision for income taxes																	0		(2)		15
Income (loss) before equity in net earnings (loss) of subsidiaries																	(6)		(4)		(10)
Equity in net earnings (loss) of subsidiaries																	125		112		118
Net income																	119		108		108
Other comprehensive (loss) income																	(90)		(65)		8
Comprehensive income																	29		43		116
Non Guarantor Subsidiaries - Foreign
Revenues:
Equipment rentals																	602		584		507
Sales of rental equipment																	66		52		49
Sales of new equipment																	25		22		26
Contractor supplies sales																	15		17		20
Service and other revenues																	15		16		17
Total revenues																	723		691		619
Cost of revenues:
Cost of equipment rentals, excluding depreciation																	248		243		205
Depreciation of rental equipment																	101		100		91
Cost of rental equipment sales																	38		31		31
Cost of new equipment sales																	19		17		20
Cost of contractor supplies sales																	10		11		13
Cost of service and other revenues																	5		6		5
Total cost of revenues																	421		408		365
Gross profit																	302		283		254
Selling, general and administrative expenses																	84		88		74
Merger related costs																	0		0		0
Restructuring charge																	0		0		4
Non-rental depreciation and amortization																	29		19		17
Operating income																	189		176		159
Interest expense, net																	4		5		3
Interest expense—subordinated convertible debentures																			0		0
Other (income) expense, net																	17		18		12
Income before provision for income taxes																	168		153		144
Provision for income taxes																	43		41		28
Income (loss) before equity in net earnings (loss) of subsidiaries																	125		112		116
Equity in net earnings (loss) of subsidiaries																	0		0		0
Net income																	125		112		116
Other comprehensive (loss) income																	(72)		(50)		3
Comprehensive income																	53		62		119
Non Guarantor Subsidiaries - SPV
Revenues:
Equipment rentals																	0		0		0	[4]
Sales of rental equipment																	0		0		0	[4]
Sales of new equipment																	0		0		0	[4]
Contractor supplies sales																	0		0		0	[4]
Service and other revenues																	0		0		0	[4]
Total revenues																	0		0		0	[4]
Cost of revenues:
Cost of equipment rentals, excluding depreciation																	0		0		0	[4]
Depreciation of rental equipment																	0		0		0	[4]
Cost of rental equipment sales																	0		0		0	[4]
Cost of new equipment sales																	0		0		0	[4]
Cost of contractor supplies sales																	0		0		0	[4]
Cost of service and other revenues																	0		0		0	[4]
Total cost of revenues																	0		0		0	[4]
Gross profit																	0		0		0	[4]
Selling, general and administrative expenses																	9		5		32	[4]
Merger related costs																	0		0		0	[4]
Restructuring charge																	0		0		0	[4]
Non-rental depreciation and amortization																	0		0		0	[4]
Operating income																	(9)		(5)		(32)	[4]
Interest expense, net																	5		5		33	[4]
Interest expense—subordinated convertible debentures																			0		0	[4]
Other (income) expense, net																	(91)		(82)		(72)	[4]
Income before provision for income taxes																	77		72		7	[4]
Provision for income taxes																	30		28		3	[4]
Income (loss) before equity in net earnings (loss) of subsidiaries																	47		44		4	[4]
Equity in net earnings (loss) of subsidiaries																	0		0		0	[4]
Net income																	47		44		4	[4]
Other comprehensive (loss) income																	0		0		0	[4]
Comprehensive income																	$ 47		$ 44		$ 4	[4]

[1] The fourth quarter of 2014 includes an increase in bad debt expense of $8 as compared to the fourth quarter of 2013 primarily due to improved receivable aging which reduced the expense in the fourth quarter of 2013. Additionally, the fourth quarter of 2014 includes an increase in stock compensation, net of $14 as compared to the fourth quarter of 2013 primarily due to improved profitability which resulted in increased performance based stock compensation.

[2] The fourth quarter of 2013 includes a reduction in bad debt expense of $17 as compared to the fourth quarter of 2012 primarily due to improved receivable aging. In the fourth quarter of 2013, we recognized a benefit of $3 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

[3] There were no material reclassifications from accumulated other comprehensive (loss) income reflected in other comprehensive (loss) income during the years ended December 31, 2014, 2013 or 2012. There is no tax impact related to the foreign currency translation adjustments, as the earnings are considered permanently reinvested. There were no material taxes associated with other comprehensive (loss) income during the years ended December 31, 2014, 2013 or 2012.

[4] 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.

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Commitments and Contingencies (Capital Lease Obligations) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Capital Leased Assets [Line Items]
Debt and capital lease obligations	$ 8,052		$ 7,173
Depreciation of rental equipment	921		852		699
Non-rental depreciation and amortization	273		246		198
Less accumulated depreciation and amortization	(15)		(13)
Property and equipment, net	18		23
Rental Equipment
Capital Leased Assets [Line Items]
Depreciation of rental equipment	20		22		15
Property and equipment	177		171
Less accumulated depreciation and amortization	(45)		(38)
Property and equipment, net	132		133
Non Rental Equipment
Capital Leased Assets [Line Items]
Non-rental depreciation and amortization	4		5		4
Non-rental vehicles
Capital Leased Assets [Line Items]
Property and equipment	13		18
Buildings
Capital Leased Assets [Line Items]
Property and equipment	20		18
Subsidiaries
Capital Leased Assets [Line Items]
Debt and capital lease obligations	8,020		7,037
Capital leases | Subsidiaries
Capital Leased Assets [Line Items]
Debt and capital lease obligations	$ 105	[1]	$ 120	[1]

[1] 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.

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Income Taxes (Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Operating Loss Carryforwards [Line Items]
Federal statutory income tax rate	35.00%
Unrecognized tax benefits, interest on income taxes expense (less than $1 for December 31, 2014, 2013, and 2012 respectively)	$ 1,000,000	$ 1,000,000	$ 1,000,000
Income before income taxes, foreign	168,000,000	153,000,000	144,000,000
Undistributed earnings of foreign subsidiaries amount	595,000,000
Operating loss carryforwards, benefit	71,000,000
State Jurisdiction
Operating Loss Carryforwards [Line Items]
Deferred tax assets, operating loss carryforwards, state and local	915,000,000
Valuation allowance, amount (less than $1 for December 31, 2014 and 2013 respectively)	1,000,000	1,000,000
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Deferred tax assets, operating loss carryforwards, state and local	463,000,000
Alternative minimum tax credit carryforward, amount	29,000,000
Tax Year, 2014 | Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Deferred tax assets, operating loss carryforwards, state and local	$ 0

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Quarterly Financial Information (Unaudited)

12 Months Ended

Dec. 31, 2014

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, 2014 (1):
Total revenues	$	1,178	$	1,399	$	1,544	$	1,564	$	5,685
Gross profit	448		589		688		707		2,432
Operating income	218		325		422		426		1,391
Net income	60		94		192		194		540
Earnings per share—basic	0.63		0.98		1.95		1.96		5.54
Earnings per share—diluted (3)	0.56		0.90		1.84		1.88		5.15
For the year ended December 31, 2013 (2):
Total revenues	$	1,100	$	1,206	$	1,311	$	1,338	$	4,955
Gross profit	385		471		564		567		1,987
Operating income	149		250		337		342		1,078
Net income	21		83		143		140		387
Earnings per share—basic	0.22		0.89		1.53		1.49		4.14
Earnings per share—diluted (3)	0.19		0.78		1.35		1.31		3.64

(1) The fourth quarter of 2014 includes an increase in bad debt expense of $8 as compared to the fourth quarter of 2013 primarily due to improved receivable aging which reduced the expense in the fourth quarter of 2013. Additionally, the fourth quarter of 2014 includes an increase in stock compensation, net of $14 as compared to the fourth quarter of 2013 primarily due to improved profitability which resulted in increased performance based stock compensation.

(2) The fourth quarter of 2013 includes a reduction in bad debt expense of $17 as compared to the fourth quarter of 2012 primarily due to improved receivable aging. In the fourth quarter of 2013, we recognized a benefit of $3 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

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

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
For the year ended December 31, 2014:
Merger related costs (4)	$	(0.01	)	$	(0.05	)	$	(0.02	)	$	0.02		$	(0.06	)
Merger related intangible asset amortization (5)	(0.22		)	(0.29		)	(0.29		)	(0.30		)	(1.10		)
Impact on depreciation related to acquired RSC fleet and property and equipment (6)	—			0.01			0.01			0.01			0.03
Impact of the fair value mark-up of acquired RSC fleet (7)	(0.05		)	(0.06		)	(0.05		)	(0.05		)	(0.21		)
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (8)	0.01			0.01			—			0.01			0.03
Restructuring charge (9)	(0.01		)	0.01			0.01			—			0.01
Loss on extinguishment of debt securities	(0.06		)	(0.38		)	(0.02		)	—			(0.46		)
For the year ended December 31, 2013:
Merger related costs (4)	$	(0.03	)	$	(0.01	)	$	—		$	—		$	(0.05	)
Merger related intangible asset amortization (5)	(0.24		)	(0.24		)	(0.23		)	(0.24		)	(0.94		)
Impact on depreciation related to acquired RSC fleet and property and equipment (6)	0.01			0.01			0.01			0.01			0.04
Impact of the fair value mark-up of acquired RSC fleet (7)	(0.08		)	(0.07		)	(0.05		)	(0.06		)	(0.25		)
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (8)	0.01			0.01			0.01			0.01			0.04
Restructuring charge (9)	(0.04		)	(0.03		)	(0.01		)	—			(0.07		)
Asset impairment charge (10)	(0.01		)	(0.01		)	—			—			(0.02		)
Loss on extinguishment of debt securities, including subordinated convertible debentures	(0.01		)	—			(0.01		)	—			(0.02		)

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

(5) This reflects the amortization of the intangible assets acquired in the RSC and National Pump acquisitions.

(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 associated with the fair value mark-up of rental equipment acquired in the RSC acquisition and subsequently sold.

(8) 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.

(9) 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.

(10) 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.

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Acquisitions (Intangibles) (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended		12 Months Ended
	Apr. 30, 2014		Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill			$ 3,272	[1]	$ 2,953	[1]	$ 2,970	[1]	$ 289	[1]
National Pump
Acquired Finite-Lived Intangible Assets [Line Items]
Fair value	289
Goodwill	333	[2]
Goodwill expected to be deductible for tax purposes	348
National Pump | Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Fair value	274		236
Life (years)	10 years		10 years
National Pump | Non-compete agreements
Acquired Finite-Lived Intangible Assets [Line Items]
Fair value	15		13
Life (years)	6 years		60 months
Trench safety, Power and HVAC, and Pump Solutions
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill			468	[1]	141	[1]	142	[1]	122	[1]
Trench safety, Power and HVAC, and Pump Solutions | National Pump
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill	321
General rentals
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill			2,804	[1]	2,812	[1]	2,828	[1]	167	[1]
General rentals | National Pump
Acquired Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 12

[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] $321 of the goodwill was assigned to our trench safety, power and HVAC (heating, ventilating and air conditioning), and pump solutions segment and $12 of the goodwill was assigned to our general rentals segment. The level of goodwill that resulted from the merger is primarily reflective of National Pump's going-concern value, the value of National Pump'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. $348 of goodwill is expected to be deductible for income tax purposes.

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Common Stock (Tables)

12 Months Ended

Dec. 31, 2014

Equity and Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of stock option activity

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, 2012	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
Granted	74		53.78
Exercised	(484	)	12.22
Canceled	(3	)	23.63
Outstanding at December 31, 2013	875		17.85
Granted	—		—
Exercised	(213	)	11.21
Canceled	(10	)	19.98
Outstanding at December 31, 2014	652		19.99
Exercisable at December 31, 2012	770		$	10.97
Exercisable at December 31, 2013	684		$	11.67
Exercisable at December 31, 2014	564		$	16.18

Schedule of share authorized under stock option plan, by exercise price range

As of December 31, 2014 (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	140	4.2	$	3.38	140	$	3.38
5.01-10.00	193	5.2	8.32		193	8.32
10.01-15.00	22	4.1	14.42		22	14.42
15.01-20.00	30	3.8	16.38		30	16.38
25.01-30.00	73	4.6	25.82		52	25.89
30.01-35.00	69	6.2	31.64		69	31.64
40.01-45.00	51	7.1	41.25		34	41.25
50.01-55.00	74	8.2	53.78		24	53.78
	652		$	19.99	564	$	16.18

Summary of options outstanding

The following table presents information associated with options as of December 31, 2014 and 2013, and for the years ended December 31, 2014, 2013 and 2012:

	2014		2013		2012
Intrinsic value of options outstanding as of December 31	$	53	$	53
Intrinsic value of options exercisable as of December 31	48		45
Intrinsic value of options exercised	17		21		33
Weighted-average grant date fair value per option	$	—	$	24.56	$	29.52

Summary of restricted stock units activity

A summary of RSU activity for the year ended December 31, 2014 follows (RSUs in thousands):

	Stock Units		Weighted-Average Grant Date Fair Value
Nonvested as of December 31, 2013	763		$	46.06
Granted	805		92.28
Vested	(817	)	71.16
Forfeited	(49	)	63.22
Nonvested as of December 31, 2014	702		$	68.11

A summary of RSUs granted follows (RSUs in thousands):

	Year Ended December 31,
	2014		2013		2012
RSUs granted	805		894		1,216
Weighted-average grant date price per unit	$	92.28	$	57.50	$	43.98

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Commitments and Contingencies (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014 retirement_plan	Dec. 31, 2013	Dec. 31, 2012
Commitments and Contingencies Disclosure [Abstract]
Number of defined contribution plans sponsored by company	2
Defined contribution plan, contributions	$ 19	$ 17	$ 11

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Derivatives (Tables)

12 Months Ended

Dec. 31, 2014

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, 2014, 2013 and 2012 was as follows:

	Location of income (expense) recognized on derivative/hedged item	Amount of income (expense) recognized on derivative		Amount of income (expense) recognized on hedged item
Year ended December 31, 2014:
Derivatives designated as hedging instruments:
Fixed price diesel swaps	Other income (expense), net (1)	$ *
	Cost of equipment rentals, excluding depreciation (2), (3)	*		(40	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other income (expense), net	(7	)	7
Year ended December 31, 2013:
Derivatives designated as hedging instruments:
Fixed price diesel swaps	Other income (expense), net (1)	$ *
	Cost of equipment rentals, excluding depreciation (2), (3)	*		(38	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other income (expense), net	(3	)	3
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	*		*

* 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 10.5 million, 9.7 million and 6.3 million gallons of diesel covered by the fixed price swaps during the years ended December 31, 2014, 2013 and 2012, respectively.

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Segment Information (Narrative) (Details)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Segment Reporting Information [Line Items]
Number of reportable segments	2
Operating segments | General rentals
Segment Reporting Information [Line Items]
Number of geographic regions entity operates in (in locations)	12
Product concentration risk | Equipment rental revenue | General construction and industrial equipment | Operating segments | General rentals
Segment Reporting Information [Line Items]
Percentage of equipment rental revenue	43.00%	44.00%	45.00%
Product concentration risk | Equipment rental revenue | Aerial work platforms | Operating segments | General rentals
Segment Reporting Information [Line Items]
Percentage of equipment rental revenue	33.00%	36.00%	36.00%
Product concentration risk | Equipment rental revenue | General tools and light equipment | Operating segments | General rentals
Segment Reporting Information [Line Items]
Percentage of equipment rental revenue	10.00%	9.00%	9.00%
Product concentration risk | Equipment rental revenue | Power and HVAC equipment | Operating segments | Trench safety, Power and HVAC, and Pump Solutions
Segment Reporting Information [Line Items]
Percentage of equipment rental revenue	6.00%	6.00%	6.00%
Product concentration risk | Equipment rental revenue | Trench safety equipment | Operating segments | Trench safety, Power and HVAC, and Pump Solutions
Segment Reporting Information [Line Items]
Percentage of equipment rental revenue	5.00%	5.00%	4.00%
Product concentration risk | Equipment rental revenue | Pumps | Operating segments | Trench safety, Power and HVAC, and Pump Solutions
Segment Reporting Information [Line Items]
Percentage of equipment rental revenue	3.00%

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Debt (Short Term Debt Narrative) (Details) (USD $)	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012	Nov. 30, 2009
Short-term Debt [Line Items]
Short-term debt	$ 8,052,000,000		$ 7,173,000,000
4 percent Convertible Senior Notes
Short-term Debt [Line Items]
Stated interest rate	4.00%		4.00%		4.00%
Subsidiaries
Short-term Debt [Line Items]
Short-term debt	8,020,000,000		7,037,000,000
Accounts receivable facility | Accounts Receivable Securitization Facility
Short-term Debt [Line Items]
Average outstanding amount	473,000,000
Interest rate during period	0.80%
Maximum month-end outstanding amount	550,000,000
Line of credit facility, maximum borrowing capacity	550,000,000
Extension period	364 days
Collateral amount	662,000,000
Accounts receivable facility | Subsidiaries | Accounts Receivable Securitization Facility
Short-term Debt [Line Items]
Short-term debt	548,000,000	[1]	430,000,000	[1]
Convertible debt | 4 percent Convertible Senior Notes
Short-term Debt [Line Items]
Short-term debt	$ 32,000,000		$ 136,000,000
Stated interest rate	4.00%		4.00%		4.00%	4.00%

[1] $946 and $2 were available under our ABL facility and accounts receivable securitization facility, respectively, at December 31, 2014. The ABL facility availability is reflected net of $50 of letters of credit. At December 31, 2014, the interest rates applicable to our ABL facility and accounts receivable securitization facility were 2.2 percent and 0.8 percent, respectively.

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Goodwill and Other Intangible Assets (Other Intangible Assets) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			1 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Apr. 30, 2014
Finite-Lived Intangible Assets [Line Items]
Net Amount	$ 1,106	$ 1,018
Amortization expense	204	178	128
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2015	195
2016	174
2017	146
2018	125
2019	110
Thereafter	356
Net Amount	1,106	1,018
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Period	40 months	40 months
Gross Carrying Amount	70	54
Accumulated Amortization	31	18
Net Amount	39	36
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net Amount	39	36
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Period	12 years	13 years
Gross Carrying Amount	1,496	1,227
Accumulated Amortization	451	285
Net Amount	1,045	942
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net Amount	1,045	942
Trade names and associated trademarks
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Remaining Amortization Period	28 months	40 months
Gross Carrying Amount	80	81
Accumulated Amortization	58	41
Net Amount	22	40
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Net Amount	22	40
National Pump
Finite-Lived Intangible Assets [Line Items]
Net Carrying Amount				289
National Pump | Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Acquired intangible assets - Weighted-Average Remaining Amortization Period	60 months			6 years
Net Carrying Amount	13			15
National Pump | Customer relationships
Finite-Lived Intangible Assets [Line Items]
Acquired intangible assets - Weighted-Average Remaining Amortization Period	10 years			10 years
Net Carrying Amount	$ 236			$ 274

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Acquisitions (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended			0 Months Ended	1 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Apr. 30, 2012	Apr. 30, 2014 location		May 31, 2014 location	Aug. 31, 2013 location	Dec. 31, 2011 location	Sep. 30, 2014
Business Acquisition [Line Items]
Merger related costs	$ 11	$ 9	$ 111
RSC
Business Acquisition [Line Items]
Percentage of equity interest acquired				100.00%
Fair value of consideration transferred				2,600
Revenue reported by acquired entity for last annual period				1,500
Number of branch locations									440
National Pump
Business Acquisition [Line Items]
Fair value of consideration transferred					849	[1]
Revenue reported by acquired entity for last annual period					210
Number of branch locations					35
Revenue	215
Pretax income	42
Blue Stream
Business Acquisition [Line Items]
Revenue reported by acquired entity for last annual period							20
Number of branch locations							4
United States | RSC
Business Acquisition [Line Items]
Number of states/provinces in which entity operates									43
Canadian provinces | RSC
Business Acquisition [Line Items]
Number of states/provinces in which entity operates									3
Canadian provinces | National Pump
Business Acquisition [Line Items]
Number of branch locations					4
Canadian provinces | Rent World
Business Acquisition [Line Items]
Revenue reported by acquired entity for last annual period								5
Number of branch locations								2
Merger related costs | National Pump
Business Acquisition [Line Items]
Merger related costs	10
Other noncurrent assets | National Pump
Business Acquisition [Line Items]
Capitalized debt issuance costs										$ 22

[1] Total purchase consideration excludes $15 of stock which was issued in connection with the acquisition and will be treated as compensation for book purposes but primarily represents deductible goodwill for income tax purposes.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (4 percent Convertible Senior Notes)	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Nov. 30, 2009
Stated interest rate	4.00%	4.00%	4.00%
Convertible debt
Stated interest rate	4.00%	4.00%	4.00%	4.00%

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Accrued Expenses and Other Liabilities and Other Long-Term Liabilities (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014		Dec. 31, 2013
Accrued expenses and other liabilities
Self-insurance accruals	$ 42		$ 34
Accrued compensation and benefit costs	97		67
Property and income taxes payable	35		29
Restructuring reserves	20	[1]	35	[1]
Interest payable	102		99
Deferred revenue	39	[2]	32	[2]
National accounts accrual	38		35
Due to seller	129		0
Other	73	[3]	59	[3]
Accrued expenses and other liabilities	575		390
Other long-term liabilities
Self-insurance accruals	50		60
Due to seller	8		0
Accrued compensation and benefit costs	7		9
Other long-term liabilities	$ 65		$ 69

[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) (Tables)

12 Months Ended

Dec. 31, 2014

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, 2014 (1):
Total revenues	$	1,178	$	1,399	$	1,544	$	1,564	$	5,685
Gross profit	448		589		688		707		2,432
Operating income	218		325		422		426		1,391
Net income	60		94		192		194		540
Earnings per share—basic	0.63		0.98		1.95		1.96		5.54
Earnings per share—diluted (3)	0.56		0.90		1.84		1.88		5.15
For the year ended December 31, 2013 (2):
Total revenues	$	1,100	$	1,206	$	1,311	$	1,338	$	4,955
Gross profit	385		471		564		567		1,987
Operating income	149		250		337		342		1,078
Net income	21		83		143		140		387
Earnings per share—basic	0.22		0.89		1.53		1.49		4.14
Earnings per share—diluted (3)	0.19		0.78		1.35		1.31		3.64

(1) The fourth quarter of 2014 includes an increase in bad debt expense of $8 as compared to the fourth quarter of 2013 primarily due to improved receivable aging which reduced the expense in the fourth quarter of 2013. Additionally, the fourth quarter of 2014 includes an increase in stock compensation, net of $14 as compared to the fourth quarter of 2013 primarily due to improved profitability which resulted in increased performance based stock compensation.

(2) The fourth quarter of 2013 includes a reduction in bad debt expense of $17 as compared to the fourth quarter of 2012 primarily due to improved receivable aging. In the fourth quarter of 2013, we recognized a benefit of $3 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

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

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
For the year ended December 31, 2014:
Merger related costs (4)	$	(0.01	)	$	(0.05	)	$	(0.02	)	$	0.02		$	(0.06	)
Merger related intangible asset amortization (5)	(0.22		)	(0.29		)	(0.29		)	(0.30		)	(1.10		)
Impact on depreciation related to acquired RSC fleet and property and equipment (6)	—			0.01			0.01			0.01			0.03
Impact of the fair value mark-up of acquired RSC fleet (7)	(0.05		)	(0.06		)	(0.05		)	(0.05		)	(0.21		)
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (8)	0.01			0.01			—			0.01			0.03
Restructuring charge (9)	(0.01		)	0.01			0.01			—			0.01
Loss on extinguishment of debt securities	(0.06		)	(0.38		)	(0.02		)	—			(0.46		)
For the year ended December 31, 2013:
Merger related costs (4)	$	(0.03	)	$	(0.01	)	$	—		$	—		$	(0.05	)
Merger related intangible asset amortization (5)	(0.24		)	(0.24		)	(0.23		)	(0.24		)	(0.94		)
Impact on depreciation related to acquired RSC fleet and property and equipment (6)	0.01			0.01			0.01			0.01			0.04
Impact of the fair value mark-up of acquired RSC fleet (7)	(0.08		)	(0.07		)	(0.05		)	(0.06		)	(0.25		)
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (8)	0.01			0.01			0.01			0.01			0.04
Restructuring charge (9)	(0.04		)	(0.03		)	(0.01		)	—			(0.07		)
Asset impairment charge (10)	(0.01		)	(0.01		)	—			—			(0.02		)
Loss on extinguishment of debt securities, including subordinated convertible debentures	(0.01		)	—			(0.01		)	—			(0.02		)

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

(5) This reflects the amortization of the intangible assets acquired in the RSC and National Pump acquisitions.

(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 associated with the fair value mark-up of rental equipment acquired in the RSC acquisition and subsequently sold.

(8) 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.

(9) 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.

(10) 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.

Schedule of after tax impact on diluted earnings per share

Diluted earnings per share includes the after-tax impacts of the following:

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
For the year ended December 31, 2014:
Merger related costs (4)	$	(0.01	)	$	(0.05	)	$	(0.02	)	$	0.02		$	(0.06	)
Merger related intangible asset amortization (5)	(0.22		)	(0.29		)	(0.29		)	(0.30		)	(1.10		)
Impact on depreciation related to acquired RSC fleet and property and equipment (6)	—			0.01			0.01			0.01			0.03
Impact of the fair value mark-up of acquired RSC fleet (7)	(0.05		)	(0.06		)	(0.05		)	(0.05		)	(0.21		)
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (8)	0.01			0.01			—			0.01			0.03
Restructuring charge (9)	(0.01		)	0.01			0.01			—			0.01
Loss on extinguishment of debt securities	(0.06		)	(0.38		)	(0.02		)	—			(0.46		)
For the year ended December 31, 2013:
Merger related costs (4)	$	(0.03	)	$	(0.01	)	$	—		$	—		$	(0.05	)
Merger related intangible asset amortization (5)	(0.24		)	(0.24		)	(0.23		)	(0.24		)	(0.94		)
Impact on depreciation related to acquired RSC fleet and property and equipment (6)	0.01			0.01			0.01			0.01			0.04
Impact of the fair value mark-up of acquired RSC fleet (7)	(0.08		)	(0.07		)	(0.05		)	(0.06		)	(0.25		)
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (8)	0.01			0.01			0.01			0.01			0.04
Restructuring charge (9)	(0.04		)	(0.03		)	(0.01		)	—			(0.07		)
Asset impairment charge (10)	(0.01		)	(0.01		)	—			—			(0.02		)
Loss on extinguishment of debt securities, including subordinated convertible debentures	(0.01		)	—			(0.01		)	—			(0.02		)

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

(5) This reflects the amortization of the intangible assets acquired in the RSC and National Pump acquisitions.

(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 associated with the fair value mark-up of rental equipment acquired in the RSC acquisition and subsequently sold.

(8) 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.

(9) 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.

(10) 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.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2014

Accounting Policies [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, 2014 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 $39, $44 and $24 for the years ended December 31, 2014, 2013 and 2012, 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 $604, $563 and $455 for the years ended December 31, 2014, 2013 and 2012, 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 acquisitions discussed in note 3 to our consolidated financial statements) 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), goodwill and other intangible assets generally represent the largest components of our acquisitions. 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.

Financial Accounting Standards Board ("FASB") 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.

In connection with our goodwill impairment test that was conducted as of October 1, 2013, we performed the following procedures:

Qualitative assessment: For 10 of our reporting units, which had combined goodwill of $2.3 billion as of October 1, 2013, 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;

Impairment test: In 2013, there was a change in our internal reporting structure that impacted four of our regions: Trench Safety, Power and HVAC, Pacific West and Western Canada. As a result of this realignment, for these regions, which had combined goodwill of $626 as of October 1, 2013, we bypassed the qualitative assessment and proceeded directly to the first step of the goodwill impairment test. Our goodwill impairment testing as of this date indicated that each of these reporting units had estimated fair values which exceeded their respective carrying amounts by at least 44 percent.

In connection with our goodwill impairment test that was conducted as of October 1, 2014, 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, excluding our Pump Solutions reporting unit, had estimated fair values which exceeded their respective carrying amounts by at least 63 percent. In April 2014, we completed the acquisition of assets of the following four entities: National Pump & Compressor, Ltd., Canadian Pump and Compressor Ltd., GulfCo Industrial Equipment, LP and LD Services, LLC (collectively “National Pump”). All of the assets in the Pump Solutions reporting unit were acquired in the National Pump acquisition. The estimated fair value of our Pump Solutions reporting unit exceeded its carrying amount by 13 percent. As all of the assets in the Pump Solutions reporting unit were recorded at fair value as of the April 2014 acquisition date, we expected the percentage by which the Pump Solutions reporting unit’s fair value exceeded its carrying value to be significantly less than the equivalent percentages determined for our other reporting units.

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 of approximately 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 7 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 (loss) income within stockholders’ equity.

Revenue Recognition

Revenue Recognition

Our rental contract periods are hourly, daily, weekly or monthly and we recognize revenues from renting equipment 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 $36 and $30 as of December 31, 2014 and 2013, respectively.

Equipment rentals include our revenues from renting equipment, as well as revenue related to the fees we charge customers: for equipment delivery and pick-up; to protect the customer against liability for damage to our equipment while on rent; and for fuel. Delivery and pick-up revenue is recognized when the service is performed. Customers have the option of purchasing a damage waiver when they rent our equipment to protect against potential loss or damage; we refer to the fee we charge for the waiver as Rental Protection Plan (or "RPP") revenue. RPP revenue is recognized ratably over the contract term. Fees related to the consumption of fuel by our customers are recognized when the equipment is returned by the customer (and consumption, if any, can be measured).

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 television, trade publications, yellow pages, the Internet, radio and direct mail. Advertising costs are generally expensed as incurred.

Advertising Reimbursements

We receive reimbursements for advertising that promotes a vendor’s products or services. Such reimbursements that meet the applicable criteria under U.S. generally accepted accounting principles (“GAAP”) are offset against advertising costs in the period in which we recognize the incremental advertising cost.

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, 2014 and 2013. 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 $700,000 (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 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 makes up our customer base. Our largest customer accounted for less than one percent of total revenues in each of 2014, 2013, and 2012. Our customer with the largest receivable balance represented approximately one percent of total receivables at December 31, 2014 and 2013. 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. For performance-based restricted stock units ("RSUs"), compensation expense is recognized if satisfaction of the performance condition is considered probable. 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.

New Accounting Pronouncements

New Accounting Pronouncements

Revenue from Contracts with Customers. In May 2014, the FASB issued guidance to clarify the principles for recognizing revenue. This guidance includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016. Early adoption is not permitted. We expect to adopt this guidance when effective, and the impact on our financial statements is not currently estimable.

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2014

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, 2014:
Allowance for doubtful accounts	$	49	$	—	$	13	$	19	(a)	$	43
Reserve for obsolescence and shrinkage	3		—		18		18		(b)	3
Self-insurance reserve	94		—		105		107		(c)	92
Year ended December 31, 2013:
Allowance for doubtful accounts	$	64	$	—	$	4	$	19	(a)	$	49
Reserve for obsolescence and shrinkage	3		—		16		16		(b)	3
Self-insurance reserve	97		—		92		95		(c)	94
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

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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Restructuring and Asset Impairment Charges (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011 employee location	Jan. 01, 2008 location	Dec. 31, 2007 employee
General rentals
Restructuring Cost and Reserve [Line Items]
Asset impairment charges	$ 1	$ 4	$ 15
Closed Restructuring Program
Restructuring Cost and Reserve [Line Items]
Number of employees				7,500		10,900
Number of branch locations				529	697
Restructuring charges incurred to date	110
Closed Restructuring Program | Branch closure charges
Restructuring Cost and Reserve [Line Items]
Restructuring charges incurred to date	89
Closed Restructuring Program | Severance costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges incurred to date	21
RSC Merger Related Restructuring Program
Restructuring Cost and Reserve [Line Items]
Number of employees	12,500
Number of branch locations	881
Restructuring charges incurred to date	104
RSC Merger Related Restructuring Program | Branch closure charges
Restructuring Cost and Reserve [Line Items]
Restructuring charges incurred to date	59
RSC Merger Related Restructuring Program | Severance costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges incurred to date	$ 45

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Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2014

Earnings Per Share [Abstract]

Schedule of earnings per share

The following table sets forth the computation of basic and diluted earnings per share (shares in thousands):

	Year Ended December 31,
	2014		2013		2012
Numerator:
Net income available to common stockholders	$	540	$	387	$	75
Denominator:
Denominator for basic earnings per share—weighted-average common shares	97,489		93,436		82,960
Effect of dilutive securities:
Employee stock options and warrants	394		504		720
Convertible subordinated notes—4 percent	6,386		11,769		10,632
Restricted stock units	687		582		536
Denominator for diluted earnings per share—adjusted weighted-average common shares	104,956		106,291		94,848
Basic earnings per share	$	5.54	$	4.14	$	0.91
Diluted earnings per share	$	5.15	$	3.64	$	0.79

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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

Summary of fair value of consideration transferred

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

Cash consideration (1)	$	773
Contingent consideration (2)	76
Total purchase consideration (3)	$	849

(1) Consists of cash paid of $714 and a ‘hold back’ of $59, which is subject to a final working capital true-up.

(2) Reflects the acquisition date fair value of the following additional cash consideration to be paid based on the achievement of the following financial targets:

1.A maximum payout of $75 if National Pump's trailing twelve months adjusted EBITDA (as defined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations- Financial Overview”) reaches $134twelve months post-closing; and

2.An additional maximum payout of $50 if National Pump's trailing twelve months adjusted EBITDA reaches $161eighteen months post-closing.

(3) Total purchase consideration excludes $15 of stock which was issued in connection with the acquisition and will be treated as compensation for book purposes but primarily represents deductible goodwill for income tax purposes.

Schedule of finite-lived intangible assets acquired

The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified based on our purchase accounting assessments:

	Fair value		Life (years)
Customer relationships	$	274	10
Non-compete agreements	15		6
Total	$	289

Schedule of assets acquired and liabilities assumed

The following table summarizes the fair values of the assets acquired and liabilities assumed as of 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)	$	44
Inventory	19
Deferred taxes	6
Rental equipment	172
Property and equipment	10
Intangibles (2)	289
Other assets	1
Total identifiable assets acquired	541
Current liabilities	(25		)
Total liabilities assumed	(25		)
Net identifiable assets acquired	516
Goodwill (3)	333
Net assets acquired	$	849

(1) The fair value of accounts receivables acquired was $44, and the gross contractual amount was $47. We estimated that $3 would be uncollectible.

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

	Fair value		Life (years)
Customer relationships	$	274	10
Non-compete agreements	15		6
Total	$	289

(3) $321 of the goodwill was assigned to our trench safety, power and HVAC (heating, ventilating and air conditioning), and pump solutions segment and $12 of the goodwill was assigned to our general rentals segment. The level of goodwill that resulted from the merger is primarily reflective of National Pump's going-concern value, the value of National Pump'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. $348 of goodwill is expected to be deductible for income tax purposes.

Summary of pro forma information

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

	Year Ended December 31,
	2014			2013
United Rentals historic revenues	$	5,685		$	4,955
National Pump historic revenues	62			208
Pro forma revenues	5,747			5,163
United Rentals historic pretax income	850			605
National Pump historic pretax income	20			62
Combined pretax income	870			667
Pro forma adjustments to combined pretax income:
Impact of fair value mark-ups/useful life changes on depreciation (1)	(1		)	(4		)
Intangible asset amortization (2)	(12		)	(52		)
Interest expense (3)	58			(95		)
Elimination of historic National Pump interest (4)	—			2
Elimination of merger costs (5)	8			—
Pro forma pretax income	$	923		$	518

(1) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the National Pump acquisition. The useful lives assigned to such equipment didn’t change significantly from the lives historically used by National Pump.

(2) The intangible assets acquired in the National Pump acquisition were amortized.

(3) In connection with the National Pump acquisition, URNA issued $525 principal amount of 6 ¹/₈ percent Senior Notes (as an add on to our existing 6 ¹/₈ percent Senior Notes) and $850 principal amount of 5 ³/₄ percent Senior Notes, and all our outstanding 9 ¹/₄ percent Senior Notes were redeemed, as discussed in note 12 to the consolidated financial statements. Interest expense was adjusted to reflect these changes in our debt portfolio. For the pro forma presentation, the $64 loss recognized upon redemption of the 9 ¹/₄ percent Senior Notes discussed in note 12 to the consolidated financial statements was moved from the year ended December 31, 2014 to the year ended December 31, 2013.

(4) Interest on National Pump historic debt was eliminated.

(5) Merger related costs, primarily comprised of financial and legal advisory fees, associated with the National Pump acquisition were eliminated as they were assumed to have been recognized prior to the pro forma acquisition date.

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2014

Segment Reporting [Abstract]

Financial information by segment

The following table sets forth financial information by segment for the years ended December 31, 2014, 2013 and 2012, except for balance sheet information, which is presented as of December 31, 2014 and 2013.

	General rentals		Trench safety, power and HVAC, and pump solutions		Total
2014
Equipment rentals	$	4,222	$	597	$	4,819
Sales of rental equipment	519		25		544
Sales of new equipment	113		36		149
Contractor supplies sales	73		12		85
Service and other revenues	75		13		88
Total revenue	5,002		683		5,685
Depreciation and amortization expense	1,060		134		1,194
Equipment rentals gross profit	1,790		302		2,092
Capital expenditures	1,594		227		1,821
Total assets (1)	$	10,935	$	1,532	$	12,467
2013
Equipment rentals	$	3,869	$	327	$	4,196
Sales of rental equipment	474		16		490
Sales of new equipment	97		7		104
Contractor supplies sales	79		8		87
Service and other revenues	72		6		78
Total revenue	4,591		364		4,955
Depreciation and amortization expense	1,038		60		1,098
Equipment rentals gross profit	1,557		153		1,710
Capital expenditures	1,556		128		1,684
Total assets (1)	$	10,677	$	554	$	11,231
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

(1) The increase in the trench safety, power and HVAC, and pump solutions assets in 2014 primarily reflects the impact of the National Pump acquisition discussed in note 3 to the consolidated financial statements.

Reconciliation of segment 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 before provision for income taxes:

	Year Ended December 31,
	2014			2013			2012
Total equipment rentals gross profit	$	2,092		$	1,710		$	1,364
Gross profit from other lines of business	340			277			223
Selling, general and administrative expenses	(758		)	(642		)	(588		)
Merger related costs	(11		)	(9		)	(111		)
Restructuring charge	1			(12		)	(99		)
Non-rental depreciation and amortization	(273		)	(246		)	(198		)
Interest expense, net	(555		)	(475		)	(512		)
Interest expense- subordinated convertible debentures	—			(3		)	(4		)
Other income, net	14			5			13
Income before provision for income taxes	$	850		$	605		$	88

Geographic area information

We operate in the United States and Canada. The following table presents geographic area information for the years ended December 31, 2014, 2013 and 2012, except for balance sheet information, which is presented as of December 31, 2014 and 2013. All the foreign assets as of December 31, 2014 and 2013 are Canadian, and the foreign information in the following table primarily relates to Canada.

	Domestic		Foreign		Total
2014
Equipment rentals	$	4,217	$	602	$	4,819
Sales of rental equipment	478		66		544
Sales of new equipment	124		25		149
Contractor supplies sales	70		15		85
Service and other revenues	73		15		88
Total revenue	4,962		723		5,685
Rental equipment, net	5,399		609		6,008
Property and equipment, net	395		43		438
Goodwill and other intangibles, net	$	4,014	$	364	$	4,378
2013
Equipment rentals	$	3,612	$	584	$	4,196
Sales of rental equipment	438		52		490
Sales of new equipment	82		22		104
Contractor supplies sales	70		17		87
Service and other revenues	62		16		78
Total revenue	4,264		691		4,955
Rental equipment, net	4,768		606		5,374
Property and equipment, net	381		40		421
Goodwill and other intangibles, net	$	3,639	$	332	$	3,971
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

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Cash Flows From Operating Activities:
Net income	$ 540	[1]	$ 387	[2]	$ 75
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	1,194		1,098		897
Amortization of deferred financing costs and original issue discounts	17		21		23
Gain on sales of rental equipment	(229)		(176)		(125)
Gain on sales of non-rental equipment	(11)		(6)		(2)
Gain on sale of software subsidiary	0		1		(8)
Stock compensation expense, net	74		46		32
Merger related costs	11		9		111
Restructuring charge	(1)		12		99
Loss on extinguishment of debt securities	80		1		72
Loss on retirement of subordinated convertible debentures	0		2		0
Increase (decrease) in deferred taxes	261		167		(16)
Changes in operating assets and liabilities:
Increase in accounts receivable	(101)		(20)		(86)
Decrease (increase) in inventory	11		(2)		(2)
(Increase) decrease in prepaid expenses and other assets	(52)		60		(18)
(Decrease) increase in accounts payable	(23)		9		(223)
Increase (decrease) in accrued expenses and other liabilities	30		(58)		(108)
Net cash provided by operating activities	1,801		1,551		721
Cash Flows From Investing Activities:
Purchases of rental equipment	(1,701)		(1,580)		(1,272)
Purchases of non-rental equipment	(120)		(104)		(97)
Proceeds from sales of rental equipment	544		490		399
Proceeds from sales of non-rental equipment	33		26		31
Purchases of other companies, net of cash acquired	(756)		(9)		(1,175)
Proceeds from sale of software subsidiary	0		0		10
Net cash used in investing activities	(2,000)		(1,177)		(2,104)
Cash Flows From Financing Activities:
Proceeds from debt	7,070		3,805		6,013
Payments of debt, including subordinated convertible debentures	(6,283)		(3,965)		(4,370)
Payments of financing costs	(22)		(2)		(75)
Proceeds from the exercise of common stock options	2		6		21
Common stock repurchased	(613)		(115)		(131)
Cash received (paid) in connection with the 4 percent Convertible Senior Notes and related hedge, net	42		(24)		0
Excess tax benefits from share-based payment arrangements, net	0		0		(5)
Net cash provided by (used in) financing activities	196		(295)		1,453
Effect of foreign exchange rates	(14)		(10)		0
Net (decrease) increase in cash and cash equivalents	(17)		69		70
Cash and cash equivalents at beginning of year	175		106		36
Cash and cash equivalents at end of year	158		175		106
Supplemental disclosure of cash flow information:
Cash paid for interest, including subordinated convertible debentures	457		461		371
Cash paid for income taxes, net	$ 100		$ 48		$ 40

[1] The fourth quarter of 2014 includes an increase in bad debt expense of $8 as compared to the fourth quarter of 2013 primarily due to improved receivable aging which reduced the expense in the fourth quarter of 2013. Additionally, the fourth quarter of 2014 includes an increase in stock compensation, net of $14 as compared to the fourth quarter of 2013 primarily due to improved profitability which resulted in increased performance based stock compensation.

[2] The fourth quarter of 2013 includes a reduction in bad debt expense of $17 as compared to the fourth quarter of 2012 primarily due to improved receivable aging. In the fourth quarter of 2013, we recognized a benefit of $3 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

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Restructuring and Asset Impairment Charges (Tables)

12 Months Ended

Dec. 31, 2014

Closed Restructuring Program

Restructuring Cost and Reserve [Line Items]

Schedule of restructuring charges

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, 2012:
Branch closure charges	$	27	$	3	$	(11	)	$	19
Severance costs	1		—		(1		)	—
Total	$	28	$	3	$	(12	)	$	19
Year ended December 31, 2013:
Branch closure charges	$	19	$	3	$	(9	)	$	13
Severance costs	—		—		—			—
Total	$	19	$	3	$	(9	)	$	13
Year ended December 31, 2014:
Branch closure charges	$	13	$	—	$	(4	)	$	9
Severance costs	—		—		—			—
Total	$	13	$	—	$	(4	)	$	9

_________________

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

RSC Merger Related Restructuring Program

Restructuring Cost and Reserve [Line Items]

Schedule of restructuring charges

The table below provides certain information concerning our restructuring charges under the RSC merger related restructuring program:

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
Year ended December 31, 2013:
Branch closure charges	$	33	$	7		$	(20	)	$	20
Severance costs	9		2			(9		)	2
Total	$	42	$	9		$	(29	)	$	22
Year ended December 31, 2014:
Branch closure charges	$	20	$	(1	)	$	(8	)	$	11
Severance costs	2		—			(2		)	—
Total	$	22	$	(1	)	$	(10	)	$	11

_________________

(1) Reflected in our consolidated statements of income as “Restructuring charge.” The income for the year ended December 31, 2014 primarily reflects buyouts or settlements of real estate leases for less than the recognized reserves. The restructuring charges are not allocated to our segments.

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Common Stock (Schedule of Restricted Stock Unit Activity) (Details) (Restricted Stock Units (RSUs), USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Restricted Stock Units (RSUs)
Stock Units
Nonvested as of December 31, 2013 (in shares)	763
Granted (in shares)	805	894	1,216
Vested (in shares)	(817)
Forfeited (in shares)	(49)
Nonvested as of December 31, 2014 (in shares)	702	763
Weighted-Average Grant Date Fair Value
Nonvested as of December 31, 2013 (in dollars per share)	$ 46.06
Granted (in dollars per share)	$ 92.28	$ 57.50	$ 43.98
Vested (in dollars per share)	$ 71.16
Forfeited (in dollars per share)	$ 63.22
Nonvested as of December 31, 2014 (in dollars per share)	$ 68.11	$ 46.06

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Schedule of the components of the provision (benefit) for income taxes

The components of the provision (benefit) for income taxes for each of the three years in the period ended December 31, 2014 are as follows:

	Year ended December 31,
	2014		2013		2012
Current
Federal	$	2	$	10	$	—
Foreign	42		39		27
State and local	5		2		2
	49		51		29
Deferred
Federal	240		149		(22		)
Foreign	2		4		2
State and local	19		14		4
	261		167		(16		)
Total	$	310	$	218	$	13

Schedule of effective income tax rate reconciliation

A reconciliation of the provision for income taxes and the amount computed by applying the statutory federal income tax rate of 35 percent to the income before provision for income taxes for each of the three years in the period ended December 31, 2014 is as follows:

	Year ended December 31,
	2014			2013			2012
Computed tax at statutory tax rate	$	297		$	212		$	31
State income taxes, net of federal tax benefit (1)	22			15			5
Non-deductible expenses and other (2)	8			8			(8		)
Foreign taxes	(17		)	(17		)	(15		)
Total	$	310		$	218		$	13

(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.

Schedule of deferred tax assets and liabilities

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

	December 31, 2014								December 31, 2013
	Current		Non Current			Total			Current		Non Current			Total
Reserves and allowances	$	66	$	41		$	107		$	54	$	59		$	113
Intangibles	1		—			1			—		—			—
Debt cancellation and other	—		58			58			—		41			41
Net operating loss and credit carryforwards	181		56			237			206		69			275
Total deferred tax assets	248		155			403			260		169			429
Property and equipment	—		(1,535		)	(1,535		)	—		(1,259		)	(1,259		)
Intangibles	—		(312		)	(312		)	—		(369		)	(369		)
Valuation allowance	—		—			—			—		—			—
Total deferred tax liability	—		(1,847		)	(1,847		)	—		(1,628		)	(1,628		)
Total deferred income tax asset (liability)	$	248	$	(1,692	)	$	(1,444	)	$	260	$	(1,459	)	$	(1,199	)

Schedule of unrecognized tax benefits

The following table summarizes the activity related to unrecognized tax benefits, all of which would impact our effective tax rate if recognized:

	2014		2013
Balance at January 1	$	7	$	5
Additions for tax positions of prior years	—		2
Balance at December 31	$	7	$	7

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Segment Information (Financial information by segment) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2014		Sep. 30, 2014		Jun. 30, 2014		Mar. 31, 2014		Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Segment Reporting Information [Line Items]
Equipment rentals																	$ 4,819		$ 4,196		$ 3,455
Sales of rental equipment																	544		490		399
Sales of new equipment																	149		104		93
Contractor supplies sales																	85		87		87
Service and other revenues																	88		78		83
Total revenues	1,564	[1]	1,544	[1]	1,399	[1]	1,178	[1]	1,338	[2]	1,311	[2]	1,206	[2]	1,100	[2]	5,685	[1]	4,955	[2]	4,117
Depreciation and amortization expense																	1,194		1,098		897
Gross profit	707	[1]	688	[1]	589	[1]	448	[1]	567	[2]	564	[2]	471	[2]	385	[2]	2,432	[1]	1,987	[2]	1,587
Capital expenditures																	1,821		1,684		1,369
Total assets (1)	12,467	[3]							11,231	[3]							12,467	[3]	11,231	[3]
Operating segments | General rentals
Segment Reporting Information [Line Items]
Equipment rentals																	4,222		3,869		3,188
Sales of rental equipment																	519		474		387
Sales of new equipment																	113		97		86
Contractor supplies sales																	73		79		80
Service and other revenues																	75		72		79
Total revenues																	5,002		4,591		3,820
Depreciation and amortization expense																	1,060		1,038		850
Capital expenditures																	1,594		1,556		1,285
Total assets (1)	10,935	[3]							10,677	[3]							10,935	[3]	10,677	[3]
Operating segments | Trench safety, Power and HVAC, and Pump Solutions
Segment Reporting Information [Line Items]
Equipment rentals																	597		327		267
Sales of rental equipment																	25		16		12
Sales of new equipment																	36		7		7
Contractor supplies sales																	12		8		7
Service and other revenues																	13		6		4
Total revenues																	683		364		297
Depreciation and amortization expense																	134		60		47
Capital expenditures																	227		128		84
Total assets (1)	1,532	[3]							554	[3]							1,532	[3]	554	[3]
Equipment rentals
Segment Reporting Information [Line Items]
Gross profit																	2,092		1,710		1,364
Equipment rentals | Operating segments | General rentals
Segment Reporting Information [Line Items]
Gross profit																	1,790		1,557		1,239
Equipment rentals | Operating segments | Trench safety, Power and HVAC, and Pump Solutions
Segment Reporting Information [Line Items]
Gross profit																	$ 302		$ 153		$ 125

[1] The fourth quarter of 2014 includes an increase in bad debt expense of $8 as compared to the fourth quarter of 2013 primarily due to improved receivable aging which reduced the expense in the fourth quarter of 2013. Additionally, the fourth quarter of 2014 includes an increase in stock compensation, net of $14 as compared to the fourth quarter of 2013 primarily due to improved profitability which resulted in increased performance based stock compensation.

[2] The fourth quarter of 2013 includes a reduction in bad debt expense of $17 as compared to the fourth quarter of 2012 primarily due to improved receivable aging. In the fourth quarter of 2013, we recognized a benefit of $3 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

[3] The increase in the trench safety, power and HVAC, and pump solutions assets in 2014 primarily reflects the impact of the National Pump acquisition discussed in note 3 to the consolidated financial statements.

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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, 2014		Dec. 31, 2013		Dec. 31, 2012
Current
Federal	$ 2		$ 10		$ 0
Foreign	42		39		27
State and local	5		2		2
Current income tax expense	49		51		29
Deferred
Federal	240		149		(22)
Foreign	2		4		2
State and local	19		14		4
Deferred income tax expense (benefit)	261		167		(16)
Total	310		218		13
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Computed tax at statutory tax rate	297		212		31
State income taxes, net of federal tax benefit	22	[1]	15	[1]	5	[1]
Non-deductible expenses and other	8	[2]	8	[2]	(8)	[2]
Foreign taxes	(17)		(17)		(15)
Income tax reconciliation, nondeductible expense, transfer price benefit					2
RSC
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Income tax reconciliation, acquisition related expense					8
Canada Revenue Agency
Effective Income Tax Rate Reconciliation, Amount [Abstract]
Income tax reconciliation, nondeductible expense, foreign tax benefits					$ 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.

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CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Dec. 31, 2014		Dec. 31, 2013
ASSETS
Cash and cash equivalents	$ 158		$ 175
Accounts receivable, net of allowance for doubtful accounts of $43 at December 31, 2014 and $49 at December 31, 2013	940		804
Inventory	78		70
Prepaid expenses and other assets	122		53
Deferred taxes	248		260
Total current assets	1,546		1,362
Goodwill	3,272	[1]	2,953	[1]
Other intangible assets, net	1,106		1,018
Other long-term assets	97		103
Total assets	12,467	[2]	11,231	[2]
LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	618		604
Accounts payable	285		292
Accrued expenses and other liabilities	575		390
Total current liabilities	1,478		1,286
Long-term debt	7,434		6,569
Deferred taxes	1,692		1,459
Other long-term liabilities	65		69
Total liabilities	10,669		9,383
Temporary equity (note 12)	2		20
Common stock—$0.01 par value, 500,000,000 shares authorized, 108,233,686 and 97,877,580 shares issued and outstanding, respectively, at December 31, 2014 and 97,966,802 and 93,288,936 shares issued and outstanding, respectively, at December 31, 2013	1		1
Additional paid-in capital	2,168		2,054
Retained earnings (accumulated deficit)	503		(37)
Treasury stock at cost—10,356,106 and 4,677,866 shares at December 31, 2014 and December 31, 2013, respectively	(802)		(209)
Accumulated other comprehensive (loss) income	(74)		19
Total stockholders’ equity	1,796		1,828
Total liabilities and stockholders’ equity	12,467		11,231
Rental equipment, net
ASSETS
Property, plant and equipment, net	6,008		5,374
Property and equipment, net
ASSETS
Property, plant and equipment, net	$ 438		$ 421

[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] The increase in the trench safety, power and HVAC, and pump solutions assets in 2014 primarily reflects the impact of the National Pump acquisition discussed in note 3 to the consolidated financial statements.

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Condensed Consolidating Financial Information of Guarantor Subsidiaries (Tables)

12 Months Ended

Dec. 31, 2014

Condensed Financial Information [Abstract]

Condensed Consolidating Balance Sheets

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2014

									Non-Guarantor Subsidiaries
	Parent		URNA			Guarantor Subsidiaries			Foreign			SPV		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	8		$	—		$	150		$	—	$	—		$	158
Accounts receivable, net	—		37			—			144			759		—			940
Intercompany receivable (payable)	476		(428		)	(60		)	(109		)	—		121			—
Inventory	—		69			—			9			—		—			78
Prepaid expenses and other assets	—		113			1			8			—		—			122
Deferred taxes	—		246			—			2			—		—			248
Total current assets	476		45			(59		)	204			759		121			1,546
Rental equipment, net	—		5,399			—			609			—		—			6,008
Property and equipment, net	42		332			21			43			—		—			438
Investments in subsidiaries	1,330		1,185			1,040			—			—		(3,555		)	—
Goodwill	—		3,000			—			272			—		—			3,272
Other intangibles, net	—		1,014			—			92			—		—			1,106
Other long-term assets	1		96			—			—			—		—			97
Total assets	$	1,849	$	11,071		$	1,002		$	1,220		$	759	$	(3,434	)	$	12,467
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt	$	32	$	38		$	—		$	—		$	548	$	—		$	618
Accounts payable	—		248			—			37			—		—			285
Accrued expenses and other liabilities	—		499			19			57			—		—			575
Total current liabilities	32		785			19			94			548		—			1,478
Long-term debt	—		7,298			130			6			—		—			7,434
Deferred taxes	19		1,594			—			79			—		—			1,692
Other long-term liabilities	—		64			—			1			—		—			65
Total liabilities	51		9,741			149			180			548		—			10,669
Temporary equity (note 12)	2		—			—			—			—		—			2
Total stockholders’ equity (deficit)	1,796		1,330			853			1,040			211		(3,434		)	1,796
Total liabilities and stockholders’ equity (deficit)	$	1,849	$	11,071		$	1,002		$	1,220		$	759	$	(3,434	)	$	12,467

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2013

									Non-Guarantor Subsidiaries
	Parent		URNA			Guarantor Subsidiaries			Foreign			SPV		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	17		$	—		$	158		$	—	$	—		$	175
Accounts receivable, net	—		36			—			140			628		—			804
Intercompany receivable (payable)	308		(257		)	(51		)	(132		)	—		132			—
Inventory	—		62			—			8			—		—			70
Prepaid expenses and other assets	—		42			1			10			—		—			53
Deferred taxes	—		258			—			2			—		—			260
Total current assets	308		158			(50		)	186			628		132			1,362
Rental equipment, net	—		4,768			—			606			—		—			5,374
Property and equipment, net	48		313			20			40			—		—			421
Investments in subsidiaries	1,648		1,132			997			—			—		(3,777		)	—
Goodwill	—		2,708			—			245			—		—			2,953
Other intangibles, net	—		931			—			87			—		—			1,018
Other long-term assets	2		100			—			—			1		—			103
Total assets	$	2,006	$	10,110		$	967		$	1,164		$	629	$	(3,645	)	$	11,231
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt	$	136	$	38		$	—		$	—		$	430	$	—		$	604
Accounts payable	—		254			—			38			—		—			292
Accrued expenses and other liabilities	1		327			25			36			1		—			390
Total current liabilities	137		619			25			74			431		—			1,286
Long-term debt	—		6,421			140			8			—		—			6,569
Deferred taxes	21		1,357			—			81			—		—			1,459
Other long-term liabilities	—		65			—			4			—		—			69
Total liabilities	158		8,462			165			167			431		—			9,383
Temporary equity (note 12)	20		—			—			—			—		—			20
Total stockholders’ equity (deficit)	1,828		1,648			802			997			198		(3,645		)	1,828
Total liabilities and stockholders’ equity (deficit)	$	2,006	$	10,110		$	967		$	1,164		$	629	$	(3,645	)	$	11,231

Condensed Consolidating Statements of Income

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Year Ended December 31, 2014

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations			Total
Revenues:
Equipment rentals	$	—		$	4,217		$	—		$	602		$	—		$	—		$	4,819
Sales of rental equipment	—			478			—			66			—			—			544
Sales of new equipment	—			124			—			25			—			—			149
Contractor supplies sales	—			70			—			15			—			—			85
Service and other revenues	—			73			—			15			—			—			88
Total revenues	—			4,962			—			723			—			—			5,685
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			1,558			—			248			—			—			1,806
Depreciation of rental equipment	—			820			—			101			—			—			921
Cost of rental equipment sales	—			277			—			38			—			—			315
Cost of new equipment sales	—			101			—			19			—			—			120
Cost of contractor supplies sales	—			49			—			10			—			—			59
Cost of service and other revenues	—			27			—			5			—			—			32
Total cost of revenues	—			2,832			—			421			—			—			3,253
Gross profit	—			2,130			—			302			—			—			2,432
Selling, general and administrative expenses	55			607			3			84			9			—			758
Merger related costs	—			11			—			—			—			—			11
Restructuring charge	—			(1		)	—			—			—			—			(1		)
Non-rental depreciation and amortization	17			226			1			29			—			—			273
Operating (loss) income	(72		)	1,287			(4		)	189			(9		)	—			1,391
Interest expense (income), net	9			538			5			4			5			(6		)	555
Other (income) expense, net	(149		)	212			(3		)	17			(91		)	—			(14		)
Income (loss) before provision for income taxes	68			537			(6		)	168			77			6			850
Provision for income taxes	1			236			—			43			30			—			310
Income (loss) before equity in net earnings (loss) of subsidiaries	67			301			(6		)	125			47			6			540
Equity in net earnings (loss) of subsidiaries	473			172			125			—			—			(770		)	—
Net income (loss)	540			473			119			125			47			(764		)	540
Other comprehensive (loss) income	(93		)	(93		)	(90		)	(72		)	—			255			(93		)
Comprehensive income (loss)	$	447		$	380		$	29		$	53		$	47		$	(509	)	$	447

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Year Ended December 31, 2013

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations			Total
Revenues:
Equipment rentals	$	—		$	3,612		$	—		$	584		$	—		$	—		$	4,196
Sales of rental equipment	—			438			—			52			—			—			490
Sales of new equipment	—			82			—			22			—			—			104
Contractor supplies sales	—			70			—			17			—			—			87
Service and other revenues	—			62			—			16			—			—			78
Total revenues	—			4,264			—			691			—			—			4,955
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			1,391			—			243			—			—			1,634
Depreciation of rental equipment	—			752			—			100			—			—			852
Cost of rental equipment sales	—			283			—			31			—			—			314
Cost of new equipment sales	—			67			—			17			—			—			84
Cost of contractor supplies sales	—			48			—			11			—			—			59
Cost of service and other revenues	—			19			—			6			—			—			25
Total cost of revenues	—			2,560			—			408			—			—			2,968
Gross profit	—			1,704			—			283			—			—			1,987
Selling, general and administrative expenses	8			541			—			88			5			—			642
Merger related costs	—			9			—			—			—			—			9
Restructuring charge	—			12			—			—			—			—			12
Non-rental depreciation and amortization	17			210			—			19			—			—			246
Operating (loss) income	(25		)	932			—			176			(5		)	—			1,078
Interest expense (income), net	12			454			6			5			5			(7		)	475
Interest expense-subordinated convertible debentures	3			—			—			—			—			—			3
Other (income) expense, net	(132		)	191			—			18			(82		)	—			(5		)
Income (loss) before provision (benefit) for income taxes	92			287			(6		)	153			72			7			605
Provision (benefit) for income taxes	38			113			(2		)	41			28			—			218
Income (loss) before equity in net earnings (loss) of subsidiaries	54			174			(4		)	112			44			7			387
Equity in net earnings (loss) of subsidiaries	333			159			112			—			—			(604		)	—
Net income (loss)	387			333			108			112			44			(597		)	387
Other comprehensive (loss) income	(65		)	(65		)	(65		)	(50		)	—			180			(65		)
Comprehensive income (loss)	$	322		$	268		$	43		$	62		$	44		$	(417	)	$	322

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	—			434			48			74		32			—			588
Merger related costs	—			111			—			—		—			—			111
Restructuring charge	—			95			—			4		—			—			99
Non-rental depreciation and amortization	16			160			5			17		—			—			198
Operating (loss) income	(16		)	430			50			159		(32		)	—			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			(125		)	5			144		7			4			88
Provision (benefit) for income taxes	60			(93		)	15			28		3			—			13
(Loss) income before equity in net earnings (loss) of subsidiaries	(7		)	(32		)	(10		)	116		4			4			75
Equity in net earnings (loss) of subsidiaries	82			114			118			—		—			(314		)	—
Net income (loss)	75			82			108			116		4			(310		)	75
Other comprehensive income (loss)	9			9			8			3		—			(20		)	9
Comprehensive income (loss)	$	84		$	91		$	116		$	119	$	4		$	(330	)	$	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 Cash Flow Information

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Year Ended December 31, 2014

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
Net cash provided by (used in) operating activities	$	13		$	1,644		$	4		$	223		$	(83	)	$	—	$	1,801
Net cash used in investing activities	(13		)	(1,773		)	—			(214		)	—			—		(2,000		)
Net cash provided by (used in) financing activities	—			120			(4		)	(3		)	83			—		196
Effect of foreign exchange rates	—			—			—			(14		)	—			—		(14		)
Net decrease in cash and cash equivalents	—			(9		)	—			(8		)	—			—		(17		)
Cash and cash equivalents at beginning of period	—			17			—			158			—			—		175
Cash and cash equivalents at end of period	$	—		$	8		$	—		$	150		$	—		$	—	$	158

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Year Ended December 31, 2013

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
Net cash provided by operating activities	$	26		$	1,285		$	4		$	216		$	20		$	—	$	1,551
Net cash used in investing activities	(26		)	(1,018		)	—			(133		)	—			—		(1,177		)
Net cash used in financing activities	—			(270		)	(4		)	(1		)	(20		)	—		(295		)
Effect of foreign exchange rates	—			—			—			(10		)	—			—		(10		)
Net (decrease) increase in cash and cash equivalents	—			(3		)	—			72			—			—		69
Cash and cash equivalents at beginning of period	—			20			—			86			—			—		106
Cash and cash equivalents at end of period	$	—		$	17		$	—		$	158		$	—		$	—	$	175

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		$	654		$	151		$	153		$	(244	)	$	—	$	721
Net cash used in investing activities	(7		)	(1,851		)	(155		)	(91		)	—			—		(2,104		)
Net cash provided by (used in) financing activities	—			1,211			4			(6		)	244			—		1,453
Effect of foreign exchange rate	—			—			—			—			—			—		—
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

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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) Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Income (Loss)
Balance at Dec. 31, 2011				$ 1	$ 487	$ (499)	$ 0	$ 75
Balance (in shares) at Dec. 31, 2011				63,000,000			0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		75				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	[1]				55
Exercise of common stock options (in shares)		1,362,000		2,000,000
Exercise of common stock options					21
Conversion of subordinated convertible securities (in shares)				1,000,000
Conversion of subordinated convertible securities					22
4 percent Convertible Senior Notes					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	1,997	(424)	(115)	84
Balance (in shares) at Dec. 31, 2012				93,000,000			3,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		387	[2]			387
Foreign currency translation adjustments		(65)						(65)
Fixed price diesel swaps		0
Stock compensation expense, net					46
Exercise of common stock options (in shares)		484,000		1,000,000
Exercise of common stock options					6
Conversion of subordinated convertible securities (in shares)				1,000,000
Conversion of subordinated convertible securities					40
4 percent Convertible Senior Notes	[3]				(14)
Shares repurchased and retired					(21)
Repurchase of common stock (in shares)				(2,000,000)			2,000,000
Repurchase of common stock							(94)
Balance at Dec. 31, 2013		1,828		1	2,054	(37)	(209)	19	[4]
Balance (in shares) at Dec. 31, 2013				93,000,000			5,000,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		540	[5]			540
Foreign currency translation adjustments		(90)						(90)	[4]
Fixed price diesel swaps		(3)						(3)	[4]
Stock compensation expense, net					74
Exercise of common stock options (in shares)		213,000		0
Exercise of common stock options					2
Conversion of subordinated convertible securities (in shares)	[6]			10,000,000
4 percent Convertible Senior Notes	[6]				58
Shares repurchased and retired					(20)
Repurchase of common stock (in shares)				(5,000,000)			5,000,000
Repurchase of common stock							(593)
Balance at Dec. 31, 2014		$ 1,796		$ 1	$ 2,168	$ 503	$ (802)	$ (74)	[4]
Balance (in shares) at Dec. 31, 2014				98,000,000			10,000,000

[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 "Merger related costs" as reported in our consolidated statements of cash flows.

[2] The fourth quarter of 2013 includes a reduction in bad debt expense of $17 as compared to the fourth quarter of 2012 primarily due to improved receivable aging. In the fourth quarter of 2013, we recognized a benefit of $3 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

[3] Reflects amortization of the original issue discount on the 4 percent Convertible Senior Notes (an amount equal to the unamortized portion of the original issue discount is reflected as “temporary equity” in our consolidated balance sheet) 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, 2013 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.

[4] As of December 31, 2014, 2013 and 2012, the Accumulated Other Comprehensive Income (Loss) balance primarily reflects foreign currency translation adjustments.

[5] The fourth quarter of 2014 includes an increase in bad debt expense of $8 as compared to the fourth quarter of 2013 primarily due to improved receivable aging which reduced the expense in the fourth quarter of 2013. Additionally, the fourth quarter of 2014 includes an increase in stock compensation, net of $14 as compared to the fourth quarter of 2013 primarily due to improved profitability which resulted in increased performance based stock compensation.

[6] eflects amortization of the original issue discount on the 4 percent Convertible Senior Notes (an amount equal to the unamortized portion of the original issue discount is reflected as “temporary equity” in our consolidated balance sheet) and cash received from the option counterparties to our convertible note hedges associated with conversions of a portion of our 4 percent Convertible Senior Notes. See note 12 to our consolidated financial statements for additional detail.

XML

Property and Equipment (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Property and Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 815	$ 790
Less accumulated depreciation and amortization	(377)	(369)
Property, Plant and Equipment, Total	438	421
Land [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	97	103
Buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	223	213
Non-rental vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	75	67
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	68	55
Furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	152	160
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 200	$ 192

XML

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2014

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, 2014:

	General rentals			Trench safety, power and HVAC, and pump solutions			Total
Balance at January 1, 2012 (1)	$	167		$	122		$	289
Goodwill related to acquisitions (2)	2,661			20			2,681
Balance at December 31, 2012 (1)	2,828			142			2,970
Foreign currency translation and other adjustments	(16		)	(1		)	(17		)
Balance at December 31, 2013 (1)	2,812			141			2,953
Goodwill related to acquisitions (2)	12			330			342
Foreign currency translation and other adjustments	(20		)	(3		)	(23		)
Balance at December 31, 2014 (1)	$	2,804		$	468		$	3,272

_________________

(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, 2014 and 2013:

	December 31, 2014
	Weighted-Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Amount
Non-compete agreements	40 months	$	70	$	31	$	39
Customer relationships	12 years	$	1,496	$	451	$	1,045
Trade names and associated trademarks	28 months	$	80	$	58	$	22

	December 31, 2013
	Weighted-Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Amount
Non-compete agreements	40 months	$	54	$	18	$	36
Customer relationships	13 years	$	1,227	$	285	$	942
Trade names and associated trademarks	40 months	$	81	$	41	$	40

Schedule of acquired intangible assets

	December 31, 2014
	Weighted-Average Remaining Amortization Period	Net Carrying Amount
Non-compete agreements	60 months	$	13
Customer relationships	10 years	$	236

Estimated future amortization expense of intangible assets

As of December 31, 2014, estimated amortization expense for other intangible assets for each of the next five years and thereafter is as follows:

2015	$	195
2016	174
2017	146
2018	125
2019	110
Thereafter	356
Total	$	1,106

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Fair Value Measurements (Narrative) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014
National Pump
Derivatives, Fair Value [Line Items]
Contingent consideration	$ 76
Discount rate	2.90%
Level 3 | National Pump | Accrued expenses and other liabilities
Derivatives, Fair Value [Line Items]
Contingent consideration	78
Contingent consideration | National Pump
Derivatives, Fair Value [Line Items]
Discount rate	11.00%
Contingent consideration, payment one | National Pump
Derivatives, Fair Value [Line Items]
Contingent consideration	70
Contingent consideration, payment two | National Pump
Derivatives, Fair Value [Line Items]
Contingent consideration	8
Merger related costs
Derivatives, Fair Value [Line Items]
Change in contingent consideration	$ 2
Diesel swap | Swap
Derivatives, Fair Value [Line Items]
Derivative, nonmonetary notional amount (in gallons)	5,400,000
Derivative, notional amount (in dollars per gallon)	3.64
Average forward price (in dollars per gallon)	2.97

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Income Taxes

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The components of the provision (benefit) for income taxes for each of the three years in the period ended December 31, 2014 are as follows:

	Year ended December 31,
	2014		2013		2012
Current
Federal	$	2	$	10	$	—
Foreign	42		39		27
State and local	5		2		2
	49		51		29
Deferred
Federal	240		149		(22		)
Foreign	2		4		2
State and local	19		14		4
	261		167		(16		)
Total	$	310	$	218	$	13

A reconciliation of the provision for income taxes and the amount computed by applying the statutory federal income tax rate of 35 percent to the income before provision for income taxes for each of the three years in the period ended December 31, 2014 is as follows:

	Year ended December 31,
	2014			2013			2012
Computed tax at statutory tax rate	$	297		$	212		$	31
State income taxes, net of federal tax benefit (1)	22			15			5
Non-deductible expenses and other (2)	8			8			(8		)
Foreign taxes	(17		)	(17		)	(15		)
Total	$	310		$	218		$	13

(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.

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

	December 31, 2014								December 31, 2013
	Current		Non Current			Total			Current		Non Current			Total
Reserves and allowances	$	66	$	41		$	107		$	54	$	59		$	113
Intangibles	1		—			1			—		—			—
Debt cancellation and other	—		58			58			—		41			41
Net operating loss and credit carryforwards	181		56			237			206		69			275
Total deferred tax assets	248		155			403			260		169			429
Property and equipment	—		(1,535		)	(1,535		)	—		(1,259		)	(1,259		)
Intangibles	—		(312		)	(312		)	—		(369		)	(369		)
Valuation allowance	—		—			—			—		—			—
Total deferred tax liability	—		(1,847		)	(1,847		)	—		(1,628		)	(1,628		)
Total deferred income tax asset (liability)	$	248	$	(1,692	)	$	(1,444	)	$	260	$	(1,459	)	$	(1,199	)

The following table summarizes the activity related to unrecognized tax benefits, all of which would impact our effective tax rate if recognized:

	2014		2013
Balance at January 1	$	7	$	5
Additions for tax positions of prior years	—		2
Balance at December 31	$	7	$	7

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, 2014, 2013 and 2012.

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 2007. The Internal Revenue Service (“IRS”) has completed audits for periods prior to 2010. Canadian authorities have concluded income tax audits for periods through 2010. Canadian authorities have issued reassessments associated with completed Canadian transfer pricing audits for 2006 through 2010. Included in the balance of unrecognized tax benefits at December 31, 2014 are certain tax positions associated with Canadian transfer pricing. The Company has submitted a request to Canadian Competent Authority for resolution and is filing for an Advanced Pricing Arrangement ("APA") associated with our intercompany transactions. It is reasonably possible that the Canadian Competent Authority or APA request will be concluded within the next 12 months, and that the conclusion of either request 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 requests 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 before provision for income taxes for our foreign subsidiaries was $168, $153 and $144 for the years ended December 31, 2014, 2013 and 2012, respectively. At December 31, 2014, unremitted earnings of foreign subsidiaries were approximately $595. 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 $915 for state income tax purposes that expire from 2015 through 2034. We have recorded a valuation allowance against this deferred asset of less than $1 as of December 31, 2014 and 2013. We have NOLs of $463 for federal income tax purposes that expire beginning in 2032. We have a federal alternative minimum tax (“AMT”) credit carryforward of $29. We have not recorded a valuation allowance against these deferred tax assets because it is deemed more likely than not that such benefits will be realized in the future. There were no new NOLs for federal income tax recognized in 2014. In 2014, the Company utilized $71 of existing NOLs to offset tax liabilities.

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Accrued Expenses and Other Liabilities and Other Long-Term Liabilities (Tables)

12 Months Ended

Dec. 31, 2014

Payables and Accruals [Abstract]

Summary of accrued expenses and other liabilities

Accrued expenses and other liabilities consist of the following:

	December 31,
	2014		2013
Self-insurance accruals	$	42	$	34
Accrued compensation and benefit costs	97		67
Property and income taxes payable	35		29
Restructuring reserves (1)	20		35
Interest payable	102		99
Deferred revenue (2)	39		32
National accounts accrual	38		35
Due to seller	129		—
Other (3)	73		59
Accrued expenses and other liabilities	$	575	$	390

_________________

(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,
	2014		2013
Self-insurance accruals	$	50	$	60
Due to seller	8		—
Accrued compensation and benefit costs	7		9
Other long-term liabilities	$	65	$	69

Summary of other long-term liabilities

Other long-term liabilities consist of the following:

	December 31,
	2014		2013
Self-insurance accruals	$	50	$	60
Due to seller	8		—
Accrued compensation and benefit costs	7		9
Other long-term liabilities	$	65	$	69

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Common Stock

12 Months Ended

Dec. 31, 2014

Equity and Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Common Stock

Common Stock

We have 500 million authorized shares of common stock, $0.01 par value. At December 31, 2014 and 2013, there were (i) 0.7 million and 0.9 million shares of common stock reserved for issuance pursuant to options granted under our stock option plans, respectively, and (ii) 3.8 million and 17.5 million shares of common stock reserved for the conversion of 4 percent Convertible Notes, respectively. As discussed above (see note 12), based on the price of our common stock during the fourth quarter of 2014, holders of the 4 percent Convertible Notes may redeem them during the first quarter of 2015 at a conversion price of approximately $11.11 per share of common stock. Since January 1, 2015 (the beginning of the first quarter), none of the 4 percent Convertible Notes were redeemed, however we have received redemption notices for $26 of the 4 percent Convertible Senior Notes which we expect to be redeemed in the first quarter of 2015.

As of December 31, 2014, there were an aggregate of 1.3 million outstanding time and performance-based RSUs and 3.6 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, 2012	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
Granted	74		53.78
Exercised	(484	)	12.22
Canceled	(3	)	23.63
Outstanding at December 31, 2013	875		17.85
Granted	—		—
Exercised	(213	)	11.21
Canceled	(10	)	19.98
Outstanding at December 31, 2014	652		19.99
Exercisable at December 31, 2012	770		$	10.97
Exercisable at December 31, 2013	684		$	11.67
Exercisable at December 31, 2014	564		$	16.18

As of December 31, 2014 (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	140	4.2	$	3.38	140	$	3.38
5.01-10.00	193	5.2	8.32		193	8.32
10.01-15.00	22	4.1	14.42		22	14.42
15.01-20.00	30	3.8	16.38		30	16.38
25.01-30.00	73	4.6	25.82		52	25.89
30.01-35.00	69	6.2	31.64		69	31.64
40.01-45.00	51	7.1	41.25		34	41.25
50.01-55.00	74	8.2	53.78		24	53.78
	652		$	19.99	564	$	16.18

The following table presents information associated with options as of December 31, 2014 and 2013, and for the years ended December 31, 2014, 2013 and 2012:

	2014		2013		2012
Intrinsic value of options outstanding as of December 31	$	53	$	53
Intrinsic value of options exercisable as of December 31	48		45
Intrinsic value of options exercised	17		21		33
Weighted-average grant date fair value per option	$	—	$	24.56	$	29.52

In addition to stock options, the Company issues time-based and performance-based RSUs to certain officers and key executives under various plans. The RSUs automatically convert to shares of common stock on a one-for-one basis as the awards vest. The time-based RSUs typically vest over a three year vesting period beginning 12 months from the grant date and thereafter annually on the anniversary of the grant date. The performance-based RSUs vest over the performance period which is currently the calendar year. There were 396 thousand shares of common stock issued upon vesting of RSUs during 2014, net of 227 thousand shares surrendered to satisfy tax obligations. The Company measures the value of RSUs at fair value based on the closing price of the underlying common stock on the grant date. The Company amortizes the fair value of outstanding RSUs as stock-based compensation expense over the requisite service period on a straight-line basis, or sooner if the employee effectively vests upon termination of employment under certain circumstances. For performance-based RSUs, compensation expense is recognized to the extent that the satisfaction of the performance condition is considered probable.

A summary of RSUs granted follows (RSUs in thousands):

	Year Ended December 31,
	2014		2013		2012
RSUs granted	805		894		1,216
Weighted-average grant date price per unit	$	92.28	$	57.50	$	43.98

As of December 31, 2014, the total pretax compensation cost not yet recognized by the Company with regard to unvested RSUs was $29. The weighted-average period over which this compensation cost is expected to be recognized is 1.8 years.

We issued $15 of restricted stock in connection with the National Pump acquisition discussed in note 3 to our consolidated financial statements. We are recording stock compensation expense associated with these grants over the restriction period which is generally three years. We recorded $4 of expense related to these grants in the year ended December 31, 2014.

A summary of RSU activity for the year ended December 31, 2014 follows (RSUs in thousands):

	Stock Units		Weighted-Average Grant Date Fair Value
Nonvested as of December 31, 2013	763		$	46.06
Granted	805		92.28
Vested	(817	)	71.16
Forfeited	(49	)	63.22
Nonvested as of December 31, 2014	702		$	68.11

The total fair value of RSUs vested during the fiscal years ended December 31, 2014, 2013 and 2012 was $54, $53, and $43, respectively.

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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Debt (Long Term Debt Narrative) (Details) (USD $) Share data in Millions, except Per Share data, unless otherwise specified	12 Months Ended	1 Months Ended							12 Months Ended	1 Months Ended	12 Months Ended
	Dec. 31, 2014	Jun. 30, 2008	Oct. 31, 2010	Oct. 31, 2012	Mar. 31, 2014	Mar. 30, 2012	Jan. 31, 2011	Nov. 30, 2009	Dec. 31, 2012	Jan. 21, 2015	Dec. 31, 2018	Dec. 31, 2015	Dec. 31, 2020	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2019	Dec. 31, 2013	Mar. 31, 2012
$2.3 billion ABL Facility
Debt Instrument [Line Items]
Maximum revolving credit amount percentage	10.00%
Debt terms reference amount to maximum revolving credit	$ 150,000,000
8 3/8 percent Senior Subordinated Notes
Debt Instrument [Line Items]
Stated interest rate	8.375%
6 1/8 percent Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount				400,000,000
Stated interest rate	6.125%
5 3/4 percent Senior Notes
Debt Instrument [Line Items]
Stated interest rate	5.75%
4 percent Convertible Senior Notes
Debt Instrument [Line Items]
Stated interest rate	4.00%								4.00%								4.00%
Effective interest rate	7.30%
Debt instrument, convertible, conversion price	$ 11.11
8 1/4 percent Senior Notes
Debt Instrument [Line Items]
Stated interest rate	8.25%
5 3/4 percent Senior Secured Notes
Debt Instrument [Line Items]
Stated interest rate	5.75%
7 3/8 percent Senior Notes
Debt Instrument [Line Items]
Stated interest rate	7.375%
7 5/8 percent Senior Notes
Debt Instrument [Line Items]
Stated interest rate	7.625%
Subsidiaries | $2.3 billion ABL Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	2,300,000,000
Credit facility | Line of credit | $2.3 billion ABL Facility
Debt Instrument [Line Items]
Debt instrument, term		5 years
Line of credit facility, maximum borrowing capacity		1,250,000,000															2,300,000,000
Line of credit facility, average outstanding amount	1,100,000,000
Line of credit facility, interest rate during period	2.30%
Line of credit facility, maximum month-end outstanding amount	1,300,000,000
Senior subordinated notes | 8 3/8 percent Senior Subordinated Notes
Debt Instrument [Line Items]
Debt instrument, face amount			750,000,000
Proceeds from issuance of long-term debt			732,000,000
Debt Instrument, Redemption Price, Percentage			101.00%
Senior notes | 6 1/8 percent Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount	925,000,000
Proceeds from issuance of long-term debt				939,000,000
Debt Instrument, Redemption Price, Percentage				101.00%
Effective interest rate	5.70%
Senior notes | Add-on to Senior Notes 6 1/8 percent
Debt Instrument [Line Items]
Debt instrument, face amount					525,000,000
Debt instrument, unamortized premium	26,000,000
Senior notes | 5 3/4 percent Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount					850,000,000
Proceeds from issuance of long-term debt					837,000,000
Debt Instrument, Redemption Price, Percentage					101.00%
Senior notes | 7 3/8 percent Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount																		750,000,000
Proceeds from issuance of long-term debt						732,000,000
Debt Instrument, Redemption Price, Percentage						101.00%
Senior notes | 7 5/8 percent Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount																		1,325,000,000
Proceeds from issuance of long-term debt						1,295,000,000
Debt Instrument, Redemption Price, Percentage						101.00%
Senior notes | RSC Holdings Inc | 8 1/4 percent Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount							650,000,000
Debt Instrument, Redemption Price, Percentage							101.00%
Effective interest rate	7.00%
Debt instrument, unamortized discount	37,000,000
Senior secured notes | 5 3/4 percent Senior Secured Notes
Debt Instrument [Line Items]
Debt instrument, face amount																		750,000,000
Proceeds from issuance of long-term debt						733,000,000
Debt Instrument, Redemption Price, Percentage						101.00%
12-month period commencing on May 15, 2019 | Senior notes | 5 3/4 percent Senior Notes
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage					102.875%
12-month period commencing on May 15, 2022 | Senior notes | 5 3/4 percent Senior Notes
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage					100.00%
Convertible debt
Debt Instrument [Line Items]
Debt instrument convertible, shares issued	3
Debt instrument effective conversion price	$ 15.56
Convertible debt | 4 percent Convertible Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount	34,000,000							173,000,000
Stated interest rate	4.00%							4.00%	4.00%								4.00%
Proceeds from issuance of long-term debt								167,000,000
Debt Instrument, Redemption Price, Percentage	100.00%
Effective interest rate	11.60%
Debt instrument, convertible, conversion price	$ 11.11
Debt Instrument, Convertible, Value if Converted	310,000,000
Derivative cost of hedge								26,000,000
Debt instrument convertible if converted price per share	$ 102.01
Debt instrument convertible if converted value, non-cash	276,000,000
Cost to convert convertible notes	3,000,000
Change in stock price to settle convertible debt per share	$ 1
Debt conversion, hedged converted instrument, cash and non-cash receivable	3,000,000
Debt instrument convertible, hedged, if converted price per share	$ 12.10
Debt instrument, unamortized discount	2,000,000
Convertible note hedge transactions, net								17,000,000	33,000,000
Proceeds from convertible debt	173,000,000
Convertible note hedge transaction shares	0.7
Shares to be issued, hypothetical share price one	2.6
Shares to be issued, hypothetical share price two	2.7
Percentage premium over price at issuance	75.00%
Closing price at issuance	$ 8.89
Debt conversion, hypothetical market price per share one	$ 80.00
Debt conversion, hypothetical market price per share two	$ 100.00
Convertible debt | Subsequent event | 4 percent Convertible Senior Notes
Debt Instrument [Line Items]
Redemption notice amount										$ 26,000,000
Forecast | Senior subordinated notes | 8 3/8 percent Senior Subordinated Notes
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage											100.00%	104.188%
Forecast | Senior notes | 6 1/8 percent Senior Notes
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage													100.00%	103.063%
Forecast | Senior notes | 7 3/8 percent Senior Notes
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage											100.00%				103.688%
Forecast | Senior notes | 7 5/8 percent Senior Notes
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage													100.00%	103.813%
Forecast | Senior notes | RSC Holdings Inc | 8 1/4 percent Senior Notes
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage															104.125%	100.00%
Forecast | Senior secured notes | 5 3/4 percent Senior Secured Notes
Debt Instrument [Line Items]
Debt Instrument, Redemption Price, Percentage												102.875%		100.00%

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical)	Dec. 31, 2012
4 percent Convertible Senior Notes
Stated interest rate	4.00%
Convertible debt | 4 percent Convertible Senior Notes
Stated interest rate	4.00%
Convertible subordinated debt | 1 7/8 percent Convertible Senior Subordinated Notes
Stated interest rate	1.875%

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 43	$ 49
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	108,233,686	97,966,802
Common stock, shares outstanding	97,877,580	93,288,936
Treasury stock, shares	10,356,106	4,677,866

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Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2014

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, 2014:

	General rentals			Trench safety, power and HVAC, and pump solutions			Total
Balance at January 1, 2012 (1)	$	167		$	122		$	289
Goodwill related to acquisitions (2)	2,661			20			2,681
Balance at December 31, 2012 (1)	2,828			142			2,970
Foreign currency translation and other adjustments	(16		)	(1		)	(17		)
Balance at December 31, 2013 (1)	2,812			141			2,953
Goodwill related to acquisitions (2)	12			330			342
Foreign currency translation and other adjustments	(20		)	(3		)	(23		)
Balance at December 31, 2014 (1)	$	2,804		$	468		$	3,272

_________________

(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, 2014 and 2013:

	December 31, 2014
	Weighted-Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Amount
Non-compete agreements	40 months	$	70	$	31	$	39
Customer relationships	12 years	$	1,496	$	451	$	1,045
Trade names and associated trademarks	28 months	$	80	$	58	$	22

	December 31, 2013
	Weighted-Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net Amount
Non-compete agreements	40 months	$	54	$	18	$	36
Customer relationships	13 years	$	1,227	$	285	$	942
Trade names and associated trademarks	40 months	$	81	$	41	$	40

Our other intangibles assets, net at December 31, 2014 include the following assets associated with the acquisition of National Pump discussed in 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 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.

	December 31, 2014
	Weighted-Average Remaining Amortization Period	Net Carrying Amount
Non-compete agreements	60 months	$	13
Customer relationships	10 years	$	236

Amortization expense for other intangible assets was $204, $178 and $128 for the years ended December 31, 2014, 2013 and 2012, respectively. The increases for the years ended December 31, 2014 and 2013 primarily reflect the National Pump and RSC acquisitions discussed in note 3 to our consolidated financial statements.

As of December 31, 2014, estimated amortization expense for other intangible assets for each of the next five years and thereafter is as follows:

2015	$	195
2016	174
2017	146
2018	125
2019	110
Thereafter	356
Total	$	1,106

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Document And Entity Information (USD $) In Billions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Jan. 19, 2015	Jun. 30, 2014
Document And Entity Information [Abstract]
Entity Registrant Name	United Rentals Inc /DE
Entity Central Index Key	0001067701
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		96,520,626
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 10.01

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Accrued Expenses and Other Liabilities and Other Long-Term Liabilities

12 Months Ended

Dec. 31, 2014

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,
	2014		2013
Self-insurance accruals	$	42	$	34
Accrued compensation and benefit costs	97		67
Property and income taxes payable	35		29
Restructuring reserves (1)	20		35
Interest payable	102		99
Deferred revenue (2)	39		32
National accounts accrual	38		35
Due to seller	129		—
Other (3)	73		59
Accrued expenses and other liabilities	$	575	$	390

_________________

(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,
	2014		2013
Self-insurance accruals	$	50	$	60
Due to seller	8		—
Accrued compensation and benefit costs	7		9
Other long-term liabilities	$	65	$	69

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Common Stock (Schedule of Stock Option Activity) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Equity and Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Weighted Average Exercise Price	$ 19.99
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at beginning of period	875	1,288	1,536
Granted	0	74	1,148
Exercised	(213)	(484)	(1,362)
Canceled	(10)	(3)	(34)
Outstanding at end of period	652	875	1,288
Exercisable	564	684	770
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Outstanding at beginning of period	$ 17.85	$ 13.69	$ 9.30
Granted	$ 0.00	$ 53.78	$ 22.17
Exercised	$ 11.21	$ 12.22	$ 15.42
Canceled	$ 19.98	$ 23.63	$ 32.26
Outstanding at end of period	$ 19.99	$ 17.85	$ 13.69
Exercisable	$ 16.18	$ 11.67	$ 10.97

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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, 2014		Sep. 30, 2014		Jun. 30, 2014		Mar. 31, 2014		Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Revenues:
Equipment rentals																	$ 4,819		$ 4,196		$ 3,455
Sales of rental equipment																	544		490		399
Sales of new equipment																	149		104		93
Contractor supplies sales																	85		87		87
Service and other revenues																	88		78		83
Total revenues	1,564	[1]	1,544	[1]	1,399	[1]	1,178	[1]	1,338	[2]	1,311	[2]	1,206	[2]	1,100	[2]	5,685	[1]	4,955	[2]	4,117
Cost of revenues:
Cost of equipment rentals, excluding depreciation																	1,806		1,634		1,392
Depreciation of rental equipment																	921		852		699
Cost of rental equipment sales																	315		314		274
Cost of new equipment sales																	120		84		74
Cost of contractor supplies sales																	59		59		62
Cost of service and other revenues																	32		25		29
Total cost of revenues																	3,253		2,968		2,530
Gross profit	707	[1]	688	[1]	589	[1]	448	[1]	567	[2]	564	[2]	471	[2]	385	[2]	2,432	[1]	1,987	[2]	1,587
Selling, general and administrative expenses																	758		642		588
Merger related costs																	11		9		111
Restructuring charge																	(1)		12		99
Non-rental depreciation and amortization																	273		246		198
Operating income	426	[1]	422	[1]	325	[1]	218	[1]	342	[2]	337	[2]	250	[2]	149	[2]	1,391	[1]	1,078	[2]	591
Interest expense, net																	555		475		512
Interest expense—subordinated convertible debentures																	0		3		4
Other income, net																	(14)		(5)		(13)
Income before provision for income taxes																	850		605		88
Provision for income taxes																	310		218		13
Net income	$ 194	[1]	$ 192	[1]	$ 94	[1]	$ 60	[1]	$ 140	[2]	$ 143	[2]	$ 83	[2]	$ 21	[2]	$ 540	[1]	$ 387	[2]	$ 75
Basic earnings per share (in dollars per share)	$ 1.96	[1]	$ 1.95	[1]	$ 0.98	[1]	$ 0.63	[1]	$ 1.49	[2]	$ 1.53	[2]	$ 0.89	[2]	$ 0.22	[2]	$ 5.54	[1]	$ 4.14	[2]	$ 0.91
Diluted earnings per share (in dollars per share)	$ 1.88	[1],[3]	$ 1.84	[1],[3]	$ 0.90	[1],[3]	$ 0.56	[1],[3]	$ 1.31	[2],[3]	$ 1.35	[2],[3]	$ 0.78	[2],[3]	$ 0.19	[2],[3]	$ 5.15	[1],[3]	$ 3.64	[2],[3]	$ 0.79

[1] The fourth quarter of 2014 includes an increase in bad debt expense of $8 as compared to the fourth quarter of 2013 primarily due to improved receivable aging which reduced the expense in the fourth quarter of 2013. Additionally, the fourth quarter of 2014 includes an increase in stock compensation, net of $14 as compared to the fourth quarter of 2013 primarily due to improved profitability which resulted in increased performance based stock compensation.

[2] The fourth quarter of 2013 includes a reduction in bad debt expense of $17 as compared to the fourth quarter of 2012 primarily due to improved receivable aging. In the fourth quarter of 2013, we recognized a benefit of $3 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

[3] Diluted earnings per share includes the after-tax impacts of the following: First Quarter Second Quarter Third Quarter Fourth Quarter Full YearFor the year ended December 31, 2014: Merger related costs (4)$(0.01) $(0.05) $(0.02) $0.02 $(0.06)Merger related intangible asset amortization (5)(0.22) (0.29) (0.29) (0.30) (1.10)Impact on depreciation related to acquired RSC fleet and property and equipment (6)— 0.01 0.01 0.01 0.03Impact of the fair value mark-up of acquired RSC fleet (7)(0.05) (0.06) (0.05) (0.05) (0.21)Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (8)0.01 0.01 — 0.01 0.03Restructuring charge (9)(0.01) 0.01 0.01 — 0.01Loss on extinguishment of debt securities(0.06) (0.38) (0.02) — (0.46)For the year ended December 31, 2013: Merger related costs (4)$(0.03) $(0.01) $— $— $(0.05)Merger related intangible asset amortization (5)(0.24) (0.24) (0.23) (0.24) (0.94)Impact on depreciation related to acquired RSC fleet and property and equipment (6)0.01 0.01 0.01 0.01 0.04Impact of the fair value mark-up of acquired RSC fleet (7)(0.08) (0.07) (0.05) (0.06) (0.25)Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (8)0.01 0.01 0.01 0.01 0.04Restructuring charge (9)(0.04) (0.03) (0.01) — (0.07)Asset impairment charge (10)(0.01) (0.01) — — (0.02)Loss on extinguishment of debt securities, including subordinated convertible debentures(0.01) — (0.01) — (0.02)

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Acquisitions

12 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

Acquisitions

Acquisitions

On April 30, 2012, we acquired 100 percent of the outstanding common shares and voting interest of RSC Holdings Inc. ("RSC"). The acquisition date fair value of the consideration transferred was $2.6 billion. 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 has provided us with financial benefits including reduced operating expenses and additional revenue opportunities. Since the acquisition date, significant amounts of fleet have been moved between legacy 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.

In April 2014, we completed the acquisition of assets of National Pump. National Pump was the second largest specialty pump rental company in North America. National Pump was a leading supplier of pumps for energy and petrochemical customers, with upstream oil and gas customers representing about half of its revenue. National Pump had a total of 35 branches, including four branches in western Canada, and had annual revenues of approximately $210. The acquisition is expected to expand our product offering, and supports our strategy of expanding our presence in industrial and specialty rental markets.

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

Cash consideration (1)	$	773
Contingent consideration (2)	76
Total purchase consideration (3)	$	849

(1) Consists of cash paid of $714 and a ‘hold back’ of $59, which is subject to a final working capital true-up.

(2) Reflects the acquisition date fair value of the following additional cash consideration to be paid based on the achievement of the following financial targets:

1.A maximum payout of $75 if National Pump's trailing twelve months adjusted EBITDA (as defined in “Management’s Discussion and Analysis of Financial Condition and Results of Operations- Financial Overview”) reaches $134twelve months post-closing; and

2.An additional maximum payout of $50 if National Pump's trailing twelve months adjusted EBITDA reaches $161eighteen months post-closing.

(3) Total purchase consideration excludes $15 of stock which was issued in connection with the acquisition and will be treated as compensation for book purposes but primarily represents deductible goodwill for income tax purposes.

The following table summarizes the fair values of the assets acquired and liabilities assumed as of 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)	$	44
Inventory	19
Deferred taxes	6
Rental equipment	172
Property and equipment	10
Intangibles (2)	289
Other assets	1
Total identifiable assets acquired	541
Current liabilities	(25		)
Total liabilities assumed	(25		)
Net identifiable assets acquired	516
Goodwill (3)	333
Net assets acquired	$	849

(1) The fair value of accounts receivables acquired was $44, and the gross contractual amount was $47. We estimated that $3 would be uncollectible.

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

	Fair value		Life (years)
Customer relationships	$	274	10
Non-compete agreements	15		6
Total	$	289

(3) $321 of the goodwill was assigned to our trench safety, power and HVAC (heating, ventilating and air conditioning), and pump solutions segment and $12 of the goodwill was assigned to our general rentals segment. The level of goodwill that resulted from the merger is primarily reflective of National Pump's going-concern value, the value of National Pump'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. $348 of goodwill is expected to be deductible for income tax purposes.

The year ended December 31, 2014 includes National Pump acquisition-related costs of $10. The acquisition-related costs are reflected in our consolidated statements of income as “Merger related costs” which also include costs associated with the acquisition of RSC. The merger related costs primarily relate to financial and legal advisory fees, and also include changes subsequent to the acquisition date to the fair value of the contingent cash consideration we expect to pay associated with the National Pump acquisition as discussed in note 11 to our consolidated financial statements. We do not expect to incur significant additional charges in connection with the merger subsequent to December 31, 2014. In addition to the acquisition-related costs reflected in our consolidated statements of income, we capitalized $22 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 consolidated balance sheets.

The pro forma information below has been prepared using the purchase method of accounting, giving effect to the National Pump acquisition as if it had been completed on January 1, 2013 (“the pro forma acquisition date”). The pro forma information is not necessarily indicative of our results of operations had the acquisition 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 acquisition, and also does not reflect additional revenue opportunities following the acquisition. The pro forma information includes adjustments to record the acquired assets and liabilities of National Pump at their respective fair values based on available information and to give effect to the financing for the acquisition. 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 National Pump had been included in our consolidated results for the entire periods reflected:

	Year Ended December 31,
	2014			2013
United Rentals historic revenues	$	5,685		$	4,955
National Pump historic revenues	62			208
Pro forma revenues	5,747			5,163
United Rentals historic pretax income	850			605
National Pump historic pretax income	20			62
Combined pretax income	870			667
Pro forma adjustments to combined pretax income:
Impact of fair value mark-ups/useful life changes on depreciation (1)	(1		)	(4		)
Intangible asset amortization (2)	(12		)	(52		)
Interest expense (3)	58			(95		)
Elimination of historic National Pump interest (4)	—			2
Elimination of merger costs (5)	8			—
Pro forma pretax income	$	923		$	518

(1) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the National Pump acquisition. The useful lives assigned to such equipment didn’t change significantly from the lives historically used by National Pump.

(2) The intangible assets acquired in the National Pump acquisition were amortized.

(3) In connection with the National Pump acquisition, URNA issued $525 principal amount of 6 ¹/₈ percent Senior Notes (as an add on to our existing 6 ¹/₈ percent Senior Notes) and $850 principal amount of 5 ³/₄ percent Senior Notes, and all our outstanding 9 ¹/₄ percent Senior Notes were redeemed, as discussed in note 12 to the consolidated financial statements. Interest expense was adjusted to reflect these changes in our debt portfolio. For the pro forma presentation, the $64 loss recognized upon redemption of the 9 ¹/₄ percent Senior Notes discussed in note 12 to the consolidated financial statements was moved from the year ended December 31, 2014 to the year ended December 31, 2013.

(4) Interest on National Pump historic debt was eliminated.

(5) Merger related costs, primarily comprised of financial and legal advisory fees, associated with the National Pump acquisition were eliminated as they were assumed to have been recognized prior to the pro forma acquisition date.

For the year ended December 31, 2014, National Pump revenue and pretax income included in our consolidated financial statements were $215 and $42, respectively. National Pump pretax income excludes merger related costs which are not allocated to our segments.

In addition to the acquisitions of RSC and National Pump, in August 2013, we completed the acquisition of Rent World, an equipment rental company with two locations in Alberta, Canada. Rent World had annual rental revenues of approximately $5. Additionally, in May 2014, we completed the acquisition of Blue Stream, an equipment rental company with four locations in Louisiana and Texas. Blue Stream had annual rental revenues of approximately $20.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2014

Accounting Policies [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, 2014 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 $39, $44 and $24 for the years ended December 31, 2014, 2013 and 2012, 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 $604, $563 and $455 for the years ended December 31, 2014, 2013 and 2012, 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 acquisitions discussed in note 3 to our consolidated financial statements) 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), goodwill and other intangible assets generally represent the largest components of our acquisitions. 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.

Financial Accounting Standards Board ("FASB") 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.

In connection with our goodwill impairment test that was conducted as of October 1, 2013, we performed the following procedures:

Qualitative assessment: For 10 of our reporting units, which had combined goodwill of $2.3 billion as of October 1, 2013, 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;

Impairment test: In 2013, there was a change in our internal reporting structure that impacted four of our regions: Trench Safety, Power and HVAC, Pacific West and Western Canada. As a result of this realignment, for these regions, which had combined goodwill of $626 as of October 1, 2013, we bypassed the qualitative assessment and proceeded directly to the first step of the goodwill impairment test. Our goodwill impairment testing as of this date indicated that each of these reporting units had estimated fair values which exceeded their respective carrying amounts by at least 44 percent.

In connection with our goodwill impairment test that was conducted as of October 1, 2014, 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, excluding our Pump Solutions reporting unit, had estimated fair values which exceeded their respective carrying amounts by at least 63 percent. In April 2014, we completed the acquisition of assets of the following four entities: National Pump & Compressor, Ltd., Canadian Pump and Compressor Ltd., GulfCo Industrial Equipment, LP and LD Services, LLC (collectively “National Pump”). All of the assets in the Pump Solutions reporting unit were acquired in the National Pump acquisition. The estimated fair value of our Pump Solutions reporting unit exceeded its carrying amount by 13 percent. As all of the assets in the Pump Solutions reporting unit were recorded at fair value as of the April 2014 acquisition date, we expected the percentage by which the Pump Solutions reporting unit’s fair value exceeded its carrying value to be significantly less than the equivalent percentages determined for our other reporting units.

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 of approximately 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 7 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 (loss) income within stockholders’ equity.

Revenue Recognition

Our rental contract periods are hourly, daily, weekly or monthly and we recognize revenues from renting equipment 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 $36 and $30 as of December 31, 2014 and 2013, respectively.

Equipment rentals include our revenues from renting equipment, as well as revenue related to the fees we charge customers: for equipment delivery and pick-up; to protect the customer against liability for damage to our equipment while on rent; and for fuel. Delivery and pick-up revenue is recognized when the service is performed. Customers have the option of purchasing a damage waiver when they rent our equipment to protect against potential loss or damage; we refer to the fee we charge for the waiver as Rental Protection Plan (or "RPP") revenue. RPP revenue is recognized ratably over the contract term. Fees related to the consumption of fuel by our customers are recognized when the equipment is returned by the customer (and consumption, if any, can be measured).

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 television, 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 for each of the years ended December 31, 2014, 2013 and 2012.

We receive reimbursements for advertising that promotes a vendor’s products or services. Such reimbursements that meet the applicable criteria under U.S. generally accepted accounting principles (“GAAP”) are offset against advertising costs in the period in which we recognize the incremental advertising cost. The amounts of qualified advertising reimbursements that reduced advertising expense were $16, $15 and $13 for the years ended December 31, 2014, 2013 and 2012, 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, 2014 and 2013. 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 $700,000 (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 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 makes up our customer base. Our largest customer accounted for less than one percent of total revenues in each of 2014, 2013, and 2012. Our customer with the largest receivable balance represented approximately one percent of total receivables at December 31, 2014 and 2013. 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. For performance-based restricted stock units ("RSUs"), compensation expense is recognized if satisfaction of the performance condition is considered probable. 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.

New Accounting Pronouncements

Revenue from Contracts with Customers. In May 2014, the FASB issued guidance to clarify the principles for recognizing revenue. This guidance includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016. Early adoption is not permitted. We expect to adopt this guidance when effective, and the impact on our financial statements is not currently estimable.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

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 included in our consolidated balance sheets 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, 2014:

	Real Estate Leases		Non-Rental Equipment Leases
2015	$	100	$	31
2016	86		29
2017	67		27
2018	48		20
2019	29		15
Thereafter	46		8
Total	$	376	$	130

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 $131, $135 and $175 for the years ended December 31, 2014, 2013 and 2012, 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 $105 and $120 at December 31, 2014 and 2013, respectively. The following table presents capital lease financial statement information for the years ended December 31, 2014, 2013 and 2012, except for balance sheet information, which is presented as of December 31, 2014 and 2013:

	2014			2013			2012
Depreciation of rental equipment	$	20		$	22		$	15
Non-rental depreciation and amortization	4			5			4
Rental equipment	177			171
Less accumulated depreciation	(45		)	(38		)
Rental equipment, net	132			133
Property and equipment, net:
Non-rental vehicles	13			18
Buildings	20			18
Less accumulated depreciation and amortization	(15		)	(13		)
Property and equipment, net	$	18		$	23

Future minimum lease payments for capital leases for each of the next five years and thereafter at December 31, 2014 are as follows:

2015	$	42
2016	32
2017	20
2018	11
2019	4
Thereafter	8
Total	117
Less amount representing interest (1)	(12		)
Capital lease obligations	$	105

(1) The weighted average interest rate on our capital lease obligations as of December 31, 2014 was approximately 5.3 percent.

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 $19, $17 and $11 in the years ended December 31, 2014, 2013 and 2012, respectively. The increase in Company contributions in 2013 from 2012 was primarily due to increased participation in the plans, including the impact of the RSC acquisition.

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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Derivatives

12 Months Ended

Dec. 31, 2014

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, 2014, 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, 2014, the risks we managed using derivative instruments were diesel price risk and foreign currency exchange rate risk. At December 31, 2014, 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, 2014, 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, 2014, 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, 2014, 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, 2014 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, 2014, we had outstanding fixed price swap contracts covering 5.4 million gallons of diesel which will be purchased throughout 2015.

Foreign Currency Forward Contracts

The forward contracts to purchase Canadian dollars, which were all settled as of December 31, 2014, 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, 2014, forward contracts were used to purchase $207 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, 2014. 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, 2014 and 2013, immaterial amounts ($4 or less) were reflected in prepaid expenses and other assets, accrued expenses and other liabilities, and 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, 2014 include $41 associated with the fixed price diesel swaps, comprised of the $40 cost of the 10.5 million hedged gallons of diesel purchased in 2014 and cash paid to 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, 2014 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, 2013 include $38 associated with the fixed price diesel swaps, comprised of the $38 cost of the 9.7 million hedged gallons of diesel purchased in 2013, 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, 2013 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, 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 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, 2012 associated with the forward contracts to purchase Canadian dollars.

The effect of our derivative instruments on our consolidated statements of income for the years ended December 31, 2014, 2013 and 2012 was as follows:

	Location of income (expense) recognized on derivative/hedged item	Amount of income (expense) recognized on derivative		Amount of income (expense) recognized on hedged item
Year ended December 31, 2014:
Derivatives designated as hedging instruments:
Fixed price diesel swaps	Other income (expense), net (1)	$ *
	Cost of equipment rentals, excluding depreciation (2), (3)	*		(40	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other income (expense), net	(7	)	7
Year ended December 31, 2013:
Derivatives designated as hedging instruments:
Fixed price diesel swaps	Other income (expense), net (1)	$ *
	Cost of equipment rentals, excluding depreciation (2), (3)	*		(38	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other income (expense), net	(3	)	3
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	*		*

* 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 10.5 million, 9.7 million and 6.3 million gallons of diesel covered by the fixed price swaps during the years ended December 31, 2014, 2013 and 2012, respectively.

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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, 2014		Sep. 30, 2014		Jun. 30, 2014		Mar. 31, 2014		Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Selected Quarterly Financial Information [Abstract]
Total revenues	$ 1,564	[1]	$ 1,544	[1]	$ 1,399	[1]	$ 1,178	[1]	$ 1,338	[2]	$ 1,311	[2]	$ 1,206	[2]	$ 1,100	[2]	$ 5,685	[1]	$ 4,955	[2]	$ 4,117
Gross profit	707	[1]	688	[1]	589	[1]	448	[1]	567	[2]	564	[2]	471	[2]	385	[2]	2,432	[1]	1,987	[2]	1,587
Operating income	426	[1]	422	[1]	325	[1]	218	[1]	342	[2]	337	[2]	250	[2]	149	[2]	1,391	[1]	1,078	[2]	591
Net income	194	[1]	192	[1]	94	[1]	60	[1]	140	[2]	143	[2]	83	[2]	21	[2]	540	[1]	387	[2]	75
Basic earnings per share (in dollars per share)	$ 1.96	[1]	$ 1.95	[1]	$ 0.98	[1]	$ 0.63	[1]	$ 1.49	[2]	$ 1.53	[2]	$ 0.89	[2]	$ 0.22	[2]	$ 5.54	[1]	$ 4.14	[2]	$ 0.91
Diluted earnings per share (in dollars per share)	$ 1.88	[1],[3]	$ 1.84	[1],[3]	$ 0.90	[1],[3]	$ 0.56	[1],[3]	$ 1.31	[2],[3]	$ 1.35	[2],[3]	$ 0.78	[2],[3]	$ 0.19	[2],[3]	$ 5.15	[1],[3]	$ 3.64	[2],[3]	$ 0.79
Increase (decrease) in bad debt expense	8								(17)
Increase in stock compensation, net	14
Self insurance reserve benefit									$ 3
Earnings Per Share, Diluted, Other Disclosures [Abstract]
Merger related costs	$ 0.02	[4]	$ (0.02)	[4]	$ (0.05)	[4]	$ (0.01)	[4]	$ 0.00	[4]	$ 0.00	[4]	$ (0.01)	[4]	$ (0.03)	[4]	$ (0.06)	[4]	$ (0.05)	[4]
Merger related intangible asset amortization	$ (0.30)	[5]	$ (0.29)	[5]	$ (0.29)	[5]	$ (0.22)	[5]	$ (0.24)	[5]	$ (0.23)	[5]	$ (0.24)	[5]	$ (0.24)	[5]	$ (1.10)	[5]	$ (0.94)	[5]
Impact on depreciation related to acquired RSC fleet and property and equipment	$ 0.01	[6]	$ 0.01	[6]	$ 0.01	[6]	$ 0.00	[6]	$ 0.01	[6]	$ 0.01	[6]	$ 0.01	[6]	$ 0.01	[6]	$ 0.03	[6]	$ 0.04	[6]
Impact of the fair value mark-up of acquired RSC fleet	$ (0.05)	[7]	$ (0.05)	[7]	$ (0.06)	[7]	$ (0.05)	[7]	$ (0.06)	[7]	$ (0.05)	[7]	$ (0.07)	[7]	$ (0.08)	[7]	$ (0.21)	[7]	$ (0.25)	[7]
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness	$ 0.01	[8]	$ 0.00	[8]	$ 0.01	[8]	$ 0.01	[8]	$ 0.01	[8]	$ 0.01	[8]	$ 0.01	[8]	$ 0.01	[8]	$ 0.03	[8]	$ 0.04	[8]
Restructuring charge	$ 0.00	[9]	$ 0.01	[9]	$ 0.01	[9]	$ (0.01)	[9]	$ 0.00	[9]	$ (0.01)	[9]	$ (0.03)	[9]	$ (0.04)	[9]	$ 0.01	[9]	$ (0.07)	[9]
Asset impairment charge									$ 0.00	[10]	$ 0.00	[10]	$ (0.01)	[10]	$ (0.01)	[10]			$ (0.02)	[10]
Loss on extinguishment of debt securities	$ 0.00		$ (0.02)		$ (0.38)		$ (0.06)		$ 0.00		$ (0.01)		$ 0.00		$ (0.01)		$ (0.46)		$ (0.02)

[1] The fourth quarter of 2014 includes an increase in bad debt expense of $8 as compared to the fourth quarter of 2013 primarily due to improved receivable aging which reduced the expense in the fourth quarter of 2013. Additionally, the fourth quarter of 2014 includes an increase in stock compensation, net of $14 as compared to the fourth quarter of 2013 primarily due to improved profitability which resulted in increased performance based stock compensation.

[2] The fourth quarter of 2013 includes a reduction in bad debt expense of $17 as compared to the fourth quarter of 2012 primarily due to improved receivable aging. In the fourth quarter of 2013, we recognized a benefit of $3 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

[3] Diluted earnings per share includes the after-tax impacts of the following: First Quarter Second Quarter Third Quarter Fourth Quarter Full YearFor the year ended December 31, 2014: Merger related costs (4)$(0.01) $(0.05) $(0.02) $0.02 $(0.06)Merger related intangible asset amortization (5)(0.22) (0.29) (0.29) (0.30) (1.10)Impact on depreciation related to acquired RSC fleet and property and equipment (6)— 0.01 0.01 0.01 0.03Impact of the fair value mark-up of acquired RSC fleet (7)(0.05) (0.06) (0.05) (0.05) (0.21)Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (8)0.01 0.01 — 0.01 0.03Restructuring charge (9)(0.01) 0.01 0.01 — 0.01Loss on extinguishment of debt securities(0.06) (0.38) (0.02) — (0.46)For the year ended December 31, 2013: Merger related costs (4)$(0.03) $(0.01) $— $— $(0.05)Merger related intangible asset amortization (5)(0.24) (0.24) (0.23) (0.24) (0.94)Impact on depreciation related to acquired RSC fleet and property and equipment (6)0.01 0.01 0.01 0.01 0.04Impact of the fair value mark-up of acquired RSC fleet (7)(0.08) (0.07) (0.05) (0.06) (0.25)Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (8)0.01 0.01 0.01 0.01 0.04Restructuring charge (9)(0.04) (0.03) (0.01) — (0.07)Asset impairment charge (10)(0.01) (0.01) — — (0.02)Loss on extinguishment of debt securities, including subordinated convertible debentures(0.01) — (0.01) — (0.02)

[4] This reflects transaction costs associated with the RSC and National Pump acquisitions discussed in note 3 to our consolidated financial statements.

[5] This reflects the amortization of the intangible assets acquired in the RSC and National Pump acquisitions.

[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 associated with the fair value mark-up of rental equipment acquired in the RSC acquisition and subsequently sold.

[8] 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.

[9] 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.

[10] 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.

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Rental Equipment (Rental Equipment)

12 Months Ended

Dec. 31, 2014

Rental Equipment

Property, Plant and Equipment [Line Items]

Rental Equipment

Rental Equipment

Rental equipment consists of the following:

	December 31,
	2014			2013
Rental equipment	$	8,527		$	7,574
Less accumulated depreciation	(2,519		)	(2,200		)
Rental equipment, net	$	6,008		$	5,374

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Goodwill and Other Intangible Assets (Goodwill) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Goodwill [Roll Forward]
Balance at beginning of period	$ 2,953	[1]	$ 2,970	[1]	$ 289	[1]
Goodwill related to acquisitions	342	[2]			2,681
Foreign currency translation and other adjustments	(23)		(17)
Balance at end of period	3,272	[1]	2,953	[1]	2,970	[1]
General rentals
Goodwill [Roll Forward]
Balance at beginning of period	2,812	[1]	2,828	[1]	167	[1]
Goodwill related to acquisitions	12	[2]			2,661
Foreign currency translation and other adjustments	(20)		(16)
Balance at end of period	2,804	[1]	2,812	[1]	2,828	[1]
Goodwill accumulated impairment loss	1,557
Trench safety, Power and HVAC, and Pump Solutions
Goodwill [Roll Forward]
Balance at beginning of period	141	[1]	142	[1]	122	[1]
Goodwill related to acquisitions	330	[2]			20
Foreign currency translation and other adjustments	(3)		(1)
Balance at end of period	$ 468	[1]	$ 141	[1]	$ 142	[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.

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Segment Information

12 Months Ended

Dec. 31, 2014

Segment Reporting [Abstract]

Segment Information

Segment Information

Our two reportable segments are i) general rentals and ii) trench safety, power and HVAC, and pump solutions. 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. In 2014, 2013 and 2012, respectively, general construction and industrial equipment accounted for approximately 43 percent, 44 percent and 45 percent of our equipment rental revenue;

• Aerial work platforms,such as boom lifts and scissor lifts. In 2014, 2013 and 2012, respectively, aerial work platforms accounted for approximately 33 percent, 36 percent and 36 percent of our equipment rental revenue; and

• General tools and light equipment, such as pressure washers, water pumps and power tools. In 2014, 2013 and 2012, respectively, general tools and light equipment accounted for approximately 10 percent, 9 percent and 9 percent of our equipment rental revenue.

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, Pacific West, South, Southeast and Western Canada—and operates throughout the United States and Canada.

The trench safety, power and HVAC, and pump solutions 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. In 2014, 2013 and 2012, power and HVAC equipment accounted for approximately 6 percent of our equipment rental revenue;

• Trench safety equipment, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work. In 2014, 2013 and 2012, respectively, trench safety equipment accounted for approximately 5 percent, 5 percent and 4 percent of our equipment rental revenue; and

• Pumps primarily used by energy and petrochemical customers. In 2014, pumps accounted for approximately 3 percent of our equipment rental revenue. There was no material equipment rental revenue associated with pumps prior to the April 2014 acquisition of National Pump discussed in note 3 to our consolidated financial statements.

The trench safety, power and HVAC, and pump solutions segment is comprised of: (i) the Trench Safety region, which rents the trench safety equipment above, (ii) the Power and HVAC region, which rents the power and HVAC equipment above, and (iii) the Pump Solutions region, which rents the pumps above. The trench safety, power and HVAC, and pump solutions 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 primarily on rental fleet size.

The following table sets forth financial information by segment for the years ended December 31, 2014, 2013 and 2012, except for balance sheet information, which is presented as of December 31, 2014 and 2013.

	General rentals		Trench safety, power and HVAC, and pump solutions		Total
2014
Equipment rentals	$	4,222	$	597	$	4,819
Sales of rental equipment	519		25		544
Sales of new equipment	113		36		149
Contractor supplies sales	73		12		85
Service and other revenues	75		13		88
Total revenue	5,002		683		5,685
Depreciation and amortization expense	1,060		134		1,194
Equipment rentals gross profit	1,790		302		2,092
Capital expenditures	1,594		227		1,821
Total assets (1)	$	10,935	$	1,532	$	12,467
2013
Equipment rentals	$	3,869	$	327	$	4,196
Sales of rental equipment	474		16		490
Sales of new equipment	97		7		104
Contractor supplies sales	79		8		87
Service and other revenues	72		6		78
Total revenue	4,591		364		4,955
Depreciation and amortization expense	1,038		60		1,098
Equipment rentals gross profit	1,557		153		1,710
Capital expenditures	1,556		128		1,684
Total assets (1)	$	10,677	$	554	$	11,231
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

(1) The increase in the trench safety, power and HVAC, and pump solutions assets in 2014 primarily reflects the impact of the National Pump acquisition discussed in note 3 to the consolidated financial statements.

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

	Year Ended December 31,
	2014			2013			2012
Total equipment rentals gross profit	$	2,092		$	1,710		$	1,364
Gross profit from other lines of business	340			277			223
Selling, general and administrative expenses	(758		)	(642		)	(588		)
Merger related costs	(11		)	(9		)	(111		)
Restructuring charge	1			(12		)	(99		)
Non-rental depreciation and amortization	(273		)	(246		)	(198		)
Interest expense, net	(555		)	(475		)	(512		)
Interest expense- subordinated convertible debentures	—			(3		)	(4		)
Other income, net	14			5			13
Income before provision for income taxes	$	850		$	605		$	88

We operate in the United States and Canada. The following table presents geographic area information for the years ended December 31, 2014, 2013 and 2012, except for balance sheet information, which is presented as of December 31, 2014 and 2013. All the foreign assets as of December 31, 2014 and 2013 are Canadian, and the foreign information in the following table primarily relates to Canada.

	Domestic		Foreign		Total
2014
Equipment rentals	$	4,217	$	602	$	4,819
Sales of rental equipment	478		66		544
Sales of new equipment	124		25		149
Contractor supplies sales	70		15		85
Service and other revenues	73		15		88
Total revenue	4,962		723		5,685
Rental equipment, net	5,399		609		6,008
Property and equipment, net	395		43		438
Goodwill and other intangibles, net	$	4,014	$	364	$	4,378
2013
Equipment rentals	$	3,612	$	584	$	4,196
Sales of rental equipment	438		52		490
Sales of new equipment	82		22		104
Contractor supplies sales	70		17		87
Service and other revenues	62		16		78
Total revenue	4,264		691		4,955
Rental equipment, net	4,768		606		5,374
Property and equipment, net	381		40		421
Goodwill and other intangibles, net	$	3,639	$	332	$	3,971
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

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Restructuring and Asset Impairment Charges

12 Months Ended

Dec. 31, 2014

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, 2014, 2013 and 2012 include severance costs associated with headcount reductions, as well as branch closure charges which principally relate to continuing lease obligations at vacant facilities. We do not expect to incur significant additional charges in connection with the restructuring, which was complete as of December 31, 2011.

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, 2012:
Branch closure charges	$	27	$	3	$	(11	)	$	19
Severance costs	1		—		(1		)	—
Total	$	28	$	3	$	(12	)	$	19
Year ended December 31, 2013:
Branch closure charges	$	19	$	3	$	(9	)	$	13
Severance costs	—		—		—			—
Total	$	19	$	3	$	(9	)	$	13
Year ended December 31, 2014:
Branch closure charges	$	13	$	—	$	(4	)	$	9
Severance costs	—		—		—			—
Total	$	13	$	—	$	(4	)	$	9

_________________

(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, 2014, we incurred total restructuring charges under the closed restructuring program of $110, comprised of $89 of branch closure charges and $21 of severance costs.

RSC Merger Related Restructuring Program

In the second quarter of 2012, we initiated a restructuring program related to severance costs and branch closure charges associated with the RSC acquisition. The branch closure charges principally relate to continuing lease obligations at vacant facilities closed subsequent to the RSC acquisition. As of December 31, 2014, our employee headcount is approximately 12,500 and our branch network has 881 rental locations. We do not expect to incur significant additional charges in connection with the restructuring, which was complete as of June 30, 2013.

The table below provides certain information concerning our restructuring charges under the RSC merger related restructuring program:

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
Year ended December 31, 2013:
Branch closure charges	$	33	$	7		$	(20	)	$	20
Severance costs	9		2			(9		)	2
Total	$	42	$	9		$	(29	)	$	22
Year ended December 31, 2014:
Branch closure charges	$	20	$	(1	)	$	(8	)	$	11
Severance costs	2		—			(2		)	—
Total	$	22	$	(1	)	$	(10	)	$	11

_________________

(1) Reflected in our consolidated statements of income as “Restructuring charge.” The income for the year ended December 31, 2014 primarily reflects buyouts or settlements of real estate leases for less than the recognized reserves. The restructuring charges are not allocated to our segments.

Between January 1, 2012 and December 31, 2014, we incurred total restructuring charges under the RSC merger related restructuring program of $104, comprised of $59 of branch closure charges and $45 of severance costs.

Asset Impairment Charges

In addition to the restructuring charges discussed above, during the years ended December 31, 2014, 2013 and 2012, we recorded asset impairment charges of $1, $4 and $15, 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 (Property and Equipment)

12 Months Ended

Dec. 31, 2014

Property and Equipment

Property, Plant and Equipment [Line Items]

Property and Equipment

Property and Equipment

Property and equipment consist of the following:

	December 31,
	2014			2013
Land	$	97		$	103
Buildings	223			213
Non-rental vehicles	75			67
Machinery and equipment	68			55
Furniture and fixtures	152			160
Leasehold improvements	200			192
	815			790
Less accumulated depreciation and amortization	(377		)	(369		)
Property and equipment, net	$	438		$	421

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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, 2014 gal		Dec. 31, 2013 gal		Dec. 31, 2012 gal
Swap
Derivative Instruments, Gain (Loss) [Line Items]
Derivative purchases of underlying commodity (in gallons)	10,500,000		9,700,000		6,300,000
Swap | Designated as hedging instrument | Cost of equipment rentals, excluding depreciation
Derivative Instruments, Gain (Loss) [Line Items]
Amount of income (expense) recognized on hedged item	(40)	[1],[2]	(38)	[1],[2]	(25)	[1],[2]
Foreign Exchange Forward | Not designated as hedging instrument | Other income (expense), net
Derivative Instruments, Gain (Loss) [Line Items]
Amount of income (expense) recognized on derivative	(7)		(3)
Amount of income (expense) recognized on hedged item	7		3

[1] Amounts recognized on hedged item reflect the use of 10.5 million, 9.7 million and 6.3 million gallons of diesel covered by the fixed price swaps during the years ended December 31, 2014, 2013 and 2012, respectively.

[2] Amounts recognized on derivative represent the effective portion of the fixed price diesel swaps.

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Earnings Per Share (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2014		Sep. 30, 2014		Jun. 30, 2014		Mar. 31, 2014		Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount																			300,000		1,800,000
Numerator:
Net income available to common stockholders																	$ 540		$ 387		$ 75
Denominator:
Denominator for basic earnings per share—weighted-average common shares																	97,489,000		93,436,000		82,960,000
Effect of dilutive securities:
Denominator for diluted earnings per share—adjusted weighted-average common shares																	104,956,000		106,291,000		94,848,000
Basic earnings per share (in dollars per share)	$ 1.96	[1]	$ 1.95	[1]	$ 0.98	[1]	$ 0.63	[1]	$ 1.49	[2]	$ 1.53	[2]	$ 0.89	[2]	$ 0.22	[2]	$ 5.54	[1]	$ 4.14	[2]	$ 0.91
Diluted earnings per share (in dollars per share)	$ 1.88	[1],[3]	$ 1.84	[1],[3]	$ 0.90	[1],[3]	$ 0.56	[1],[3]	$ 1.31	[2],[3]	$ 1.35	[2],[3]	$ 0.78	[2],[3]	$ 0.19	[2],[3]	$ 5.15	[1],[3]	$ 3.64	[2],[3]	$ 0.79
4 percent Convertible Senior Notes
Effect of dilutive securities:
Effect of dilutive securities, conversion of debt securities																	6,386,000		11,769,000		10,632,000
Stated interest rate	4.00%								4.00%								4.00%		4.00%		4.00%
Employee stock options and warrants
Effect of dilutive securities:
Effect of dilutive securities, share-based payment arrangements																	394,000		504,000		720,000
Restricted stock units
Effect of dilutive securities:
Effect of dilutive securities, share-based payment arrangements																	687,000		582,000		536,000

[1] The fourth quarter of 2014 includes an increase in bad debt expense of $8 as compared to the fourth quarter of 2013 primarily due to improved receivable aging which reduced the expense in the fourth quarter of 2013. Additionally, the fourth quarter of 2014 includes an increase in stock compensation, net of $14 as compared to the fourth quarter of 2013 primarily due to improved profitability which resulted in increased performance based stock compensation.

[2] The fourth quarter of 2013 includes a reduction in bad debt expense of $17 as compared to the fourth quarter of 2012 primarily due to improved receivable aging. In the fourth quarter of 2013, we recognized a benefit of $3 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

[3] Diluted earnings per share includes the after-tax impacts of the following: First Quarter Second Quarter Third Quarter Fourth Quarter Full YearFor the year ended December 31, 2014: Merger related costs (4)$(0.01) $(0.05) $(0.02) $0.02 $(0.06)Merger related intangible asset amortization (5)(0.22) (0.29) (0.29) (0.30) (1.10)Impact on depreciation related to acquired RSC fleet and property and equipment (6)— 0.01 0.01 0.01 0.03Impact of the fair value mark-up of acquired RSC fleet (7)(0.05) (0.06) (0.05) (0.05) (0.21)Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (8)0.01 0.01 — 0.01 0.03Restructuring charge (9)(0.01) 0.01 0.01 — 0.01Loss on extinguishment of debt securities(0.06) (0.38) (0.02) — (0.46)For the year ended December 31, 2013: Merger related costs (4)$(0.03) $(0.01) $— $— $(0.05)Merger related intangible asset amortization (5)(0.24) (0.24) (0.23) (0.24) (0.94)Impact on depreciation related to acquired RSC fleet and property and equipment (6)0.01 0.01 0.01 0.01 0.04Impact of the fair value mark-up of acquired RSC fleet (7)(0.08) (0.07) (0.05) (0.06) (0.25)Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (8)0.01 0.01 0.01 0.01 0.04Restructuring charge (9)(0.04) (0.03) (0.01) — (0.07)Asset impairment charge (10)(0.01) (0.01) — — (0.02)Loss on extinguishment of debt securities, including subordinated convertible debentures(0.01) — (0.01) — (0.02)

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Fair Value Measurements (Financial Instruments) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Level 1 [Member] | Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Senior and senior subordinated notes	6,063		5,381
Level 1 [Member] | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Senior and senior subordinated notes	6,390		5,848
Level 2 [Member] | Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
4 percent Convertible Senior Notes	32	[1]	136	[1]
Level 2 [Member] | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
4 percent Convertible Senior Notes	33	[1]	149	[1]
Level 3 | Carrying Amount
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Capital leases	105	[2]	120	[2]
Level 3 | Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Capital leases	104	[2]	118	[2]
4 percent Convertible Senior Notes
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Stated interest rate	4.00%		4.00%		4.00%
Effective interest rate	7.30%
Capital leases
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Effective interest rate	7.00%

[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 7.3 percent. As discussed below (see note 12), the total cost to settle the notes based on the closing price of our common stock on December 31, 2014 would be $310.

[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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Derivatives (Narrative) (Details) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014 Swap USD ($) gal	Dec. 31, 2013 Swap USD ($) gal	Dec. 31, 2012 Swap USD ($) gal	Dec. 31, 2014 Foreign contracts CAD	Dec. 31, 2014 Cost of equipment rentals, excluding depreciation Designated as hedging instrument Swap USD ($)		Dec. 31, 2013 Cost of equipment rentals, excluding depreciation Designated as hedging instrument Swap USD ($)		Dec. 31, 2012 Cost of equipment rentals, excluding depreciation Designated as hedging instrument Swap USD ($)		Dec. 31, 2014 Diesel swap Swap gal
Derivative [Line Items]
Derivative, nonmonetary notional amount (in gallons)											5,400,000
Derivative purchases of underlying currency (in Canadian Dollars)				207
Hedging activities net cash flow impact	(41)	38	25
Gain (loss) on hedged item					$ (40)	[1],[2]	$ (38)	[1],[2]	$ (25)	[1],[2]
Derivative purchases of underlying commodity (in gallons)	10,500,000	9,700,000	6,300,000

[1] Amounts recognized on hedged item reflect the use of 10.5 million, 9.7 million and 6.3 million gallons of diesel covered by the fixed price swaps during the years ended December 31, 2014, 2013 and 2012, respectively.

[2] Amounts recognized on derivative represent the effective portion of the fixed price diesel swaps.

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Property and Equipment (Tables) (Property and Equipment)

12 Months Ended

Dec. 31, 2014

Property and Equipment

Property, Plant and Equipment [Line Items]

Schedule of property and equipment

Property and equipment consist of the following:

	December 31,
	2014			2013
Land	$	97		$	103
Buildings	223			213
Non-rental vehicles	75			67
Machinery and equipment	68			55
Furniture and fixtures	152			160
Leasehold improvements	200			192
	815			790
Less accumulated depreciation and amortization	(377		)	(369		)
Property and equipment, net	$	438		$	421

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Acquisitions (Pro Forma) (Details) (USD $)	12 Months Ended					1 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012	Apr. 30, 2014	Mar. 31, 2014
Business Acquisition [Line Items]
Revenues	$ 5,685,000,000		$ 4,955,000,000
Pro forma revenues	5,747,000,000		5,163,000,000
Historic pretax income	850,000,000		605,000,000		88,000,000
Pro forma pretax income (loss), before adjustments	870,000,000		667,000,000
Pro forma pretax income (loss)	923,000,000		518,000,000
Gains (losses) on extinguishment of debt	(80,000,000)		(1,000,000)		(72,000,000)
National Pump
Business Acquisition [Line Items]
Revenues	62,000,000		208,000,000
Historic pretax income	20,000,000		62,000,000
Impact of fair value mark-ups/useful life changes on depreciation
Business Acquisition [Line Items]
Pro forma adjustments to pretax income	(1,000,000)	[1]	(4,000,000)	[1]
Intangible asset amortization
Business Acquisition [Line Items]
Pro forma adjustments to pretax income	(12,000,000)	[2]	(52,000,000)	[2]
Interest expense
Business Acquisition [Line Items]
Pro forma adjustments to pretax income	58,000,000	[3]	(95,000,000)	[3]
Elimination of historic National Pump interest
Business Acquisition [Line Items]
Pro forma adjustments to pretax income	0	[4]	2,000,000	[4]
Elimination of merger costs
Business Acquisition [Line Items]
Pro forma adjustments to pretax income	8,000,000	[5]	0	[5]
Add-on to Senior Notes 6 1/8 percent | Senior notes
Business Acquisition [Line Items]
Debt instrument, face amount							525,000,000
Add-on to Senior Notes 6 1/8 percent | Senior notes | National Pump
Business Acquisition [Line Items]
Stated interest rate							6.125%
5 3/4 percent Senior Notes
Business Acquisition [Line Items]
Stated interest rate	5.75%
5 3/4 percent Senior Notes | Senior notes
Business Acquisition [Line Items]
Debt instrument, face amount							850,000,000
5 3/4 percent Senior Notes | Senior notes | National Pump
Business Acquisition [Line Items]
Stated interest rate							5.75%
Senior Notes 9.25 Percent
Business Acquisition [Line Items]
Gains (losses) on extinguishment of debt						$ 64,000,000
Stated interest rate	9.25%
Senior Notes 9.25 Percent | Senior notes | National Pump
Business Acquisition [Line Items]
Stated interest rate							9.25%

[1] Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the National Pump acquisition. The useful lives assigned to such equipment didn’t change significantly from the lives historically used by National Pump.

[2] The intangible assets acquired in the National Pump acquisition were amortized.

[3] In connection with the National Pump acquisition, URNA issued $525 principal amount of 6 1/8 percent Senior Notes (as an add on to our existing 6 1/8 percent Senior Notes) and $850 principal amount of 5 3/4 percent Senior Notes, and all our outstanding 9 1/4 percent Senior Notes were redeemed, as discussed in note 12 to the consolidated financial statements. Interest expense was adjusted to reflect these changes in our debt portfolio. For the pro forma presentation, the $64 loss recognized upon redemption of the 9 1/4 percent Senior Notes discussed in note 12 to the consolidated financial statements was moved from the year ended December 31, 2014 to the year ended December 31, 2013.

[4] Interest on National Pump historic debt was eliminated.

[5] Merger related costs, primarily comprised of financial and legal advisory fees, associated with the National Pump acquisition were eliminated as they were assumed to have been recognized prior to the pro forma acquisition date.

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Debt

12 Months Ended

Dec. 31, 2014

Debt Disclosure [Abstract]

Debt

Debt

Debt consists of the following:

	December 31,
	2014			2013
URNA and subsidiaries debt:
Accounts Receivable Securitization Facility (1)	$	548		$	430
$2.3 billion ABL Facility (1)	1,304			1,106
5 3/4 percent Senior Secured Notes (2)	750			750
10 1/4 percent Senior Notes (3) (4)	—			220
9 1/4 percent Senior Notes (4)	—			494
7 3/8 percent Senior Notes (2)	750			750
8 3/8 percent Senior Subordinated Notes	750			750
8 1/4 percent Senior Notes (3)	687			692
7 5/8 percent Senior Notes (2)	1,325			1,325
6 1/8 percent Senior Notes (5)	951			400
5 3/4 percent Senior Notes (5)	850			—
Capital leases (3)	105			120
Total URNA and subsidiaries debt	8,020			7,037
Holdings:
4 percent Convertible Senior Notes	32			136
Total debt	8,052			7,173
Less short-term portion	(618		)	(604		)
Total long-term debt	$	7,434		$	6,569

(1) $946 and $2 were available under our ABL facility and accounts receivable securitization facility, respectively, at December 31, 2014. The ABL facility availability is reflected net of $50 of letters of credit. At December 31, 2014, the interest rates applicable to our ABL facility and accounts receivable securitization facility were 2.2 percent and 0.8 percent, respectively.

(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.

(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) During 2014, we redeemed all of our 10 ¹/₄ percent Senior Notes and 9 ¹/₄ percent Senior Notes. The 10 ¹/₄ percent Senior Notes were part of the debt assumed upon consummation of the RSC merger. Upon redemption, we recognized an aggregate loss of $70 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the notes.

(5) Contemporaneous with the National Pump acquisition discussed in note 3 to our consolidated financial statements, in 2014, URNA issued $525 principal amount of 6 ¹/₈ percent Senior Notes as an add on to our existing 6 ¹/₈ percent Senior Notes and $850 principal amount of 5 ³/₄ percent Senior Notes. See below for additional detail.

Short-term debt

As of December 31, 2014, our short-term debt primarily reflects $548 of borrowings under our accounts receivable securitization facility and $32 of 4 percent Convertible Senior Notes. As discussed below, in 2014, we amended our accounts receivable securitization facility. During the year ended December 31, 2014, the monthly average amount outstanding under the accounts receivable securitization facility, including both prior to and after amendment and renewal of the facility, was $473 and the weighted-average interest rate thereon was 0.8 percent. The maximum month-end amount outstanding under the accounts receivable securitization facility during the year ended December 31, 2014, including both prior to and after amendment and renewal of the facility, was $550.

Accounts Receivable Securitization Facility. In September 2014, we amended and renewed our accounts receivable securitization facility. The amended facility expires on September 17, 2015, has a facility size of $550, and may be extended on a 364-day basis by mutual agreement of the Company and the lenders under the facility. Borrowings under the facility are reflected as short-term debt on our consolidated balance sheets. Key provisions of the 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, 2014, there were $662 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 extended, and in December 2013, the size of the facility was increased again to $2.3 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, 2014, 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, 2014, the ABL facility was our only long-term variable rate debt instrument. During the year ended December 31, 2014, the monthly average amount outstanding under the ABL facility was $1.1 billion, 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, 2014 was $1.3 billion.

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. In March 2014, URNA issued $525 principal amount of 6 ¹/₈ percent Notes as an add on to the existing 6 ¹/₈ percent Notes. The notes issued in March 2014 have identical terms, and are fungible, with the existing 6 ¹/₈ percent Notes. The net proceeds from the issuances of the 6 ¹/8 percent Notes were $939 (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. The difference between the carrying value of the 6 ¹/₈ percent Notes and the $925 principal amount relates to the $26 unamortized portion of the original issue premium recognized in conjunction with the March 2014 issuance, which is being amortized through the maturity date in 2023. The effective interest rate on the 6 ¹/₈ percent Senior Notes is 5.7 percent.

5 ³/₄ percent Senior Notes. In March 2014, URNA issued $850 aggregate principal amount of 5 ³/₄ percent Senior Notes (the “5 ³/₄ percent Notes”) which are due November 15, 2024. The net proceeds from the issuance were $837 (after deducting offering expenses). The 5 ³/₄ percent Notes are unsecured 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 May 15, 2019, at specified redemption prices that range from 102.875 percent in the 12-month period commencing on May 15, 2019, to 100 percent in the 12-month period commencing on May 15, 2022 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) restrictions 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 URNA and its 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.

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, 2014 carrying value of the 4 percent Convertible Notes and the outstanding principal amount of $34 reflects the $2 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, 2014, an amount equal to the $2 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 2014, holders of the 4 percent Convertible Notes have the right to redeem the notes during the first quarter of 2015 at a conversion price of $11.11 per share of common stock. Since January 1, 2015, none of the 4 percent Convertible Notes were redeemed, however we have received redemption notices for $26 of the 4 percent Convertible Senior Notes which we expect to be redeemed in the first quarter of 2015.

If the total $34 outstanding principal amount of the 4 percent Convertible Notes was converted, the total cost to settle the notes would be $310, assuming a conversion price of $102.01 (the closing price of our common stock on December 31, 2014) per share of common stock. The $34 principal amount would be settled in cash, and the remaining $276 could be settled in cash, shares of our common stock, or a combination thereof, at our discretion. Based on the December 31, 2014 closing stock price, approximately 3 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 $276 of conversion value in excess of the principal amount in stock. The total cost to settle would change approximately $3 for each $1 (actual dollars) change in our stock price. If the full principal amount was converted at our December 31, 2014 closing stock price, we estimate that we would receive approximately $3 in either cash or stock from the option counterparties, after which the effective conversion price would be approximately $12.10.

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, 2014 carrying value of the 4 percent Convertible Notes and the $34 principal amount relates to the $2 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 11.6 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, 0.7 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 $80.00 or $100.00 per share, assuming an effective conversion price of $15.56 per share, on a net basis, we would issue 2.6 million or 2.7 million shares, respectively.

Assumed RSC Debt

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, 2014 carrying value of the 8 ¹/4 percent Notes and the $650 principal amount relates to the $37 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 URNA and its 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 URNA and its 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 billion 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 billion (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 URNA and its 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, 2014, we were in compliance with the covenants and other provisions of the ABL facility, the accounts receivable securitization facility and the senior notes. 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, 2014, 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. 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.

Maturities

Maturities of the Company’s debt (exclusive of any unamortized original issue discounts or premiums) for each of the next five years and thereafter at December 31, 2014 are as follows:

2015	$	620
2016	1,333
2017	19
2018	760
2019	4
Thereafter	5,256
Total	$	7,992

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Earnings Per Share

12 Months Ended

Dec. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares plus the effect of dilutive potential common shares outstanding during the period. The diluted earnings per share for the years ended December 31, 2013 and 2012 exclude the impact of approximately 0.3 million and 1.8 million common stock equivalents, respectively, since the effect of including these securities would be anti-dilutive. The following table sets forth the computation of basic and diluted earnings per share (shares in thousands):

	Year Ended December 31,
	2014		2013		2012
Numerator:
Net income available to common stockholders	$	540	$	387	$	75
Denominator:
Denominator for basic earnings per share—weighted-average common shares	97,489		93,436		82,960
Effect of dilutive securities:
Employee stock options and warrants	394		504		720
Convertible subordinated notes—4 percent	6,386		11,769		10,632
Restricted stock units	687		582		536
Denominator for diluted earnings per share—adjusted weighted-average common shares	104,956		106,291		94,848
Basic earnings per share	$	5.54	$	4.14	$	0.91
Diluted earnings per share	$	5.15	$	3.64	$	0.79

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Acquisitions (Purchase Price Allocation) (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012		Dec. 31, 2011		Apr. 30, 2014
Business Acquisition [Line Items]
Goodwill	$ 3,272	[1]	$ 2,953	[1]	$ 2,970	[1]	$ 289	[1]
National Pump
Business Acquisition [Line Items]
Accounts receivable, net of allowance for doubtful accounts									44	[2]
Inventory									19
Deferred taxes									6
Intangibles									289	[3]
Other assets									1
Total identifiable assets acquired									541
Current liabilities									(25)
Total liabilities assumed									(25)
Net identifiable assets acquired									516
Goodwill									333	[4]
Net assets acquired									849
Accounts receivable, gross									47
Accounts receivable, allowance for doubtful accounts									3
Rental Equipment | National Pump
Business Acquisition [Line Items]
Rental equipment and Property and equipment									172
Property and Equipment | National Pump
Business Acquisition [Line Items]
Rental equipment and Property and equipment									$ 10

[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] The fair value of accounts receivables acquired was $44, and the gross contractual amount was $47. We estimated that $3 would be uncollectible.

[3] The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified based on our purchase accounting assessments: Fair value Life (years) Customer relationships$27410 Non-compete agreements156 Total$289

[4] $321 of the goodwill was assigned to our trench safety, power and HVAC (heating, ventilating and air conditioning), and pump solutions segment and $12 of the goodwill was assigned to our general rentals segment. The level of goodwill that resulted from the merger is primarily reflective of National Pump's going-concern value, the value of National Pump'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. $348 of goodwill is expected to be deductible for income tax purposes.

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2014

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, 2014:

	Real Estate Leases		Non-Rental Equipment Leases
2015	$	100	$	31
2016	86		29
2017	67		27
2018	48		20
2019	29		15
Thereafter	46		8
Total	$	376	$	130

Schedule of capital leased assets

The following table presents capital lease financial statement information for the years ended December 31, 2014, 2013 and 2012, except for balance sheet information, which is presented as of December 31, 2014 and 2013:

	2014			2013			2012
Depreciation of rental equipment	$	20		$	22		$	15
Non-rental depreciation and amortization	4			5			4
Rental equipment	177			171
Less accumulated depreciation	(45		)	(38		)
Rental equipment, net	132			133
Property and equipment, net:
Non-rental vehicles	13			18
Buildings	20			18
Less accumulated depreciation and amortization	(15		)	(13		)
Property and equipment, net	$	18		$	23

Schedule of future minimum capital lease payments

Future minimum lease payments for capital leases for each of the next five years and thereafter at December 31, 2014 are as follows:

2015	$	42
2016	32
2017	20
2018	11
2019	4
Thereafter	8
Total	117
Less amount representing interest (1)	(12		)
Capital lease obligations	$	105

(1) The weighted average interest rate on our capital lease obligations as of December 31, 2014 was approximately 5.3 percent.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Millions, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2014		Sep. 30, 2014		Jun. 30, 2014		Mar. 31, 2014		Dec. 31, 2013		Sep. 30, 2013		Jun. 30, 2013		Mar. 31, 2013		Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012
Statement of Comprehensive Income [Abstract]
Net income	$ 194	[1]	$ 192	[1]	$ 94	[1]	$ 60	[1]	$ 140	[2]	$ 143	[2]	$ 83	[2]	$ 21	[2]	$ 540	[1]	$ 387	[2]	$ 75
Other comprehensive (loss) income:
Foreign currency translation adjustments																	(90)		(65)		8
Fixed price diesel swaps																	(3)		0		1
Other comprehensive (loss) income (1)																	(93)	[3]	(65)	[3]	9	[3]
Comprehensive income																	$ 447		$ 322		$ 84

[1] The fourth quarter of 2014 includes an increase in bad debt expense of $8 as compared to the fourth quarter of 2013 primarily due to improved receivable aging which reduced the expense in the fourth quarter of 2013. Additionally, the fourth quarter of 2014 includes an increase in stock compensation, net of $14 as compared to the fourth quarter of 2013 primarily due to improved profitability which resulted in increased performance based stock compensation.

[2] The fourth quarter of 2013 includes a reduction in bad debt expense of $17 as compared to the fourth quarter of 2012 primarily due to improved receivable aging. In the fourth quarter of 2013, we recognized a benefit of $3 in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.

[3] There were no material reclassifications from accumulated other comprehensive (loss) income reflected in other comprehensive (loss) income during the years ended December 31, 2014, 2013 or 2012. There is no tax impact related to the foreign currency translation adjustments, as the earnings are considered permanently reinvested. There were no material taxes associated with other comprehensive (loss) income during the years ended December 31, 2014, 2013 or 2012.

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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, 2014	Dec. 31, 2013	Dec. 31, 2012
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	$ 1,801	$ 1,551	$ 721
Net cash used in investing activities	(2,000)	(1,177)	(2,104)
Net cash provided by (used in) financing activities	196	(295)	1,453
Effect of foreign exchange rates	(14)	(10)	0
Net (decrease) increase in cash and cash equivalents	(17)	69	70
Cash and cash equivalents at beginning of year	175	106	36
Cash and cash equivalents at end of year	158	175	106
Eliminations
Condensed Cash Flow 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 (decrease) increase 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
Parent
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	13	26	7
Net cash used in investing activities	(13)	(26)	(7)
Net cash provided by (used in) financing activities	0	0	0
Effect of foreign exchange rates	0	0	0
Net (decrease) increase 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
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	1,644	1,285	654
Net cash used in investing activities	(1,773)	(1,018)	(1,851)
Net cash provided by (used in) financing activities	120	(270)	1,211
Effect of foreign exchange rates	0	0	0
Net (decrease) increase in cash and cash equivalents	(9)	(3)	14
Cash and cash equivalents at beginning of year	17	20	6
Cash and cash equivalents at end of year	8	17	20
Guarantor Subsidiaries
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	4	4	151
Net cash used in investing activities	0	0	(155)
Net cash provided by (used in) financing activities	(4)	(4)	4
Effect of foreign exchange rates	0	0	0
Net (decrease) increase 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
Non Guarantor Subsidiaries - Foreign
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	223	216	153
Net cash used in investing activities	(214)	(133)	(91)
Net cash provided by (used in) financing activities	(3)	(1)	(6)
Effect of foreign exchange rates	(14)	(10)	0
Net (decrease) increase in cash and cash equivalents	(8)	72	56
Cash and cash equivalents at beginning of year	158	86	30
Cash and cash equivalents at end of year	150	158	86
Non Guarantor Subsidiaries - SPV
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by (used in) operating activities	(83)	20	(244)
Net cash used in investing activities	0	0	0
Net cash provided by (used in) financing activities	83	(20)	244
Effect of foreign exchange rates	0	0	0
Net (decrease) increase 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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Organization, Description of Business and Consolidation

12 Months Ended

Dec. 31, 2014

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. Certain reclassifications of prior years’ amounts have been made to conform to the current year’s presentation.

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Rental Equipment (Details) (Rental equipment, net, USD $) In Millions, unless otherwise specified	Dec. 31, 2014	Dec. 31, 2013
Rental equipment, net
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 8,527	$ 7,574
Less accumulated depreciation	(2,519)	(2,200)
Property, Plant and Equipment, Total	$ 6,008	$ 5,374

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Common Stock (Schedule of Intrinsic Value of Options Exercised) (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Equity and Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Intrinsic value of options outstanding as of December 31	$ 53	$ 53
Intrinsic value of options outstanding and exercisable (as of December 31)	48	45
Intrinsic value of options exercised	$ 17	$ 21	$ 33
Weighted-average grant date fair value per option	$ 0.00	$ 24.56	$ 29.52

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Debt (Schedule of Long Term Debt) (Details) (USD $)	12 Months Ended					1 Months Ended
	Dec. 31, 2014		Dec. 31, 2013		Dec. 31, 2012	Apr. 30, 2014	Oct. 31, 2012	Mar. 31, 2012	Mar. 31, 2014	Oct. 31, 2010	Nov. 30, 2009
Debt Instrument [Line Items]
Total debt	$ 8,052,000,000		$ 7,173,000,000
Less short-term portion	(618,000,000)		(604,000,000)
Long-term debt	7,434,000,000		6,569,000,000
Gains (losses) on extinguishment of debt	(80,000,000)		(1,000,000)		(72,000,000)
Accounts Receivable Securitization Facility
Debt Instrument [Line Items]
Unused borrowing capacity amount	2,000,000
Interest rate at period end	0.80%
$2.3 billion ABL Facility
Debt Instrument [Line Items]
Unused borrowing capacity amount	946,000,000
Letters of credit outstanding	50,000,000
Interest rate at period end	2.20%
5 3/4 percent Senior Secured Notes
Debt Instrument [Line Items]
Stated interest rate	5.75%
9 1/4 and 10 1/4 Senior Notes
Debt Instrument [Line Items]
Gains (losses) on extinguishment of debt	(70,000,000)
10 1/4 percent Senior Notes
Debt Instrument [Line Items]
Stated interest rate	10.25%
9 1/4 percent Senior Notes
Debt Instrument [Line Items]
Stated interest rate	9.25%
Gains (losses) on extinguishment of debt						64,000,000
7 3/8 percent Senior Notes
Debt Instrument [Line Items]
Stated interest rate	7.375%
8 3/8 percent Senior Subordinated Notes
Debt Instrument [Line Items]
Stated interest rate	8.375%
8 1/4 percent Senior Notes
Debt Instrument [Line Items]
Stated interest rate	8.25%
7 5/8 percent Senior Notes
Debt Instrument [Line Items]
Stated interest rate	7.625%
6 1/8 percent Senior Notes
Debt Instrument [Line Items]
Stated interest rate	6.125%
Debt instrument, face amount							400,000,000
5 3/4 percent Senior Notes
Debt Instrument [Line Items]
Stated interest rate	5.75%
4 percent Convertible Senior Notes
Debt Instrument [Line Items]
Stated interest rate	4.00%		4.00%		4.00%
URNA and subsidiaries
Debt Instrument [Line Items]
Total debt	8,020,000,000		7,037,000,000
URNA and subsidiaries | Capital leases
Debt Instrument [Line Items]
Total debt	105,000,000	[1]	120,000,000	[1]
Credit facility | URNA and subsidiaries | $2.3 billion ABL Facility
Debt Instrument [Line Items]
Total debt	1,304,000,000	[2]	1,106,000,000	[2]
Senior secured notes | 5 3/4 percent Senior Secured Notes
Debt Instrument [Line Items]
Debt instrument, face amount								750,000,000
Senior secured notes | URNA and subsidiaries | 5 3/4 percent Senior Secured Notes
Debt Instrument [Line Items]
Total debt	750,000,000	[3]	750,000,000	[3]
Senior notes | 7 3/8 percent Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount								750,000,000
Senior notes | 7 5/8 percent Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount								1,325,000,000
Senior notes | 6 1/8 percent Senior Notes
Debt Instrument [Line Items]
Debt instrument, face amount	925,000,000
Senior notes | 5 3/4 percent Senior Notes
Debt Instrument [Line Items]
Total debt	850,000,000	[4]	0	[4]
Debt instrument, face amount									850,000,000
Senior notes | URNA and subsidiaries | 10 1/4 percent Senior Notes
Debt Instrument [Line Items]
Total debt	0	[1],[5]	220,000,000	[1],[5]
Senior notes | URNA and subsidiaries | 9 1/4 percent Senior Notes
Debt Instrument [Line Items]
Total debt	0	[5]	494,000,000	[5]
Senior notes | URNA and subsidiaries | 7 3/8 percent Senior Notes
Debt Instrument [Line Items]
Total debt	750,000,000	[3]	750,000,000	[3]
Senior notes | URNA and subsidiaries | 8 1/4 percent Senior Notes
Debt Instrument [Line Items]
Total debt	687,000,000	[1]	692,000,000	[1]
Senior notes | URNA and subsidiaries | 7 5/8 percent Senior Notes
Debt Instrument [Line Items]
Total debt	1,325,000,000	[3]	1,325,000,000	[3]
Senior notes | URNA and subsidiaries | 6 1/8 percent Senior Notes
Debt Instrument [Line Items]
Total debt	951,000,000	[4]	400,000,000	[4]
Senior subordinated notes | 8 3/8 percent Senior Subordinated Notes
Debt Instrument [Line Items]
Debt instrument, face amount										750,000,000
Senior subordinated notes | URNA and subsidiaries | 8 3/8 percent Senior Subordinated Notes
Debt Instrument [Line Items]
Total debt	750,000,000		750,000,000
Accounts receivable facility | URNA and subsidiaries | Accounts Receivable Securitization Facility
Debt Instrument [Line Items]
Total debt	548,000,000	[2]	430,000,000	[2]
Convertible debt | 4 percent Convertible Senior Notes
Debt Instrument [Line Items]
Total debt	32,000,000		136,000,000
Stated interest rate	4.00%		4.00%		4.00%						4.00%
Debt instrument, face amount	$ 34,000,000										$ 173,000,000

[1] 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.

[2] $946 and $2 were available under our ABL facility and accounts receivable securitization facility, respectively, at December 31, 2014. The ABL facility availability is reflected net of $50 of letters of credit. At December 31, 2014, the interest rates applicable to our ABL facility and accounts receivable securitization facility were 2.2 percent and 0.8 percent, respectively.

[3] 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.

[4] Contemporaneous with the National Pump acquisition discussed in note 3 to our consolidated financial statements, in 2014, URNA issued $525 principal amount of 6 1/8 percent Senior Notes as an add on to our existing 6 1/8 percent Senior Notes and $850 principal amount of 5 3/4 percent Senior Notes. See below for additional detail.

[5] During 2014, we redeemed all of our 10 1/4 percent Senior Notes and 9 1/4 percent Senior Notes. The 10 1/4 percent Senior Notes were part of the debt assumed upon consummation of the RSC merger. Upon redemption, we recognized an aggregate loss of $70 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the notes.

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Condensed Consolidating Financial Information of Guarantor Subsidiaries

12 Months Ended

Dec. 31, 2014

Condensed Financial Information [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 only by the guarantor subsidiaries (specifically, the 10 ¹/4 percent Senior Notes and the 8 ¹/4 percent Senior Notes). Other than the guarantee by certain Canadian subsidiaries of URNA's indebtedness under the ABL facility, none of URNA’s indebtedness is guaranteed by URNA's foreign subsidiaries or the SPV (together, the “non-guarantor subsidiaries”). The receivable assets owned by the SPV have been sold by URNA to the SPV and are not available to satisfy the obligations of URNA or Parent’s other 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.

URNA covenants in the ABL facility, accounts receivable securitization facility and the other agreements governing our debt impose operating and financial restrictions on URNA, Parent and the guarantor subsidiaries, including limitations on the ability to pay dividends. As of December 31, 2014, the amount available for distribution under the most restrictive of these covenants was $242.

The condensed consolidating financial information of Parent and its subsidiaries is as follows:

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2014

									Non-Guarantor Subsidiaries
	Parent		URNA			Guarantor Subsidiaries			Foreign			SPV		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	8		$	—		$	150		$	—	$	—		$	158
Accounts receivable, net	—		37			—			144			759		—			940
Intercompany receivable (payable)	476		(428		)	(60		)	(109		)	—		121			—
Inventory	—		69			—			9			—		—			78
Prepaid expenses and other assets	—		113			1			8			—		—			122
Deferred taxes	—		246			—			2			—		—			248
Total current assets	476		45			(59		)	204			759		121			1,546
Rental equipment, net	—		5,399			—			609			—		—			6,008
Property and equipment, net	42		332			21			43			—		—			438
Investments in subsidiaries	1,330		1,185			1,040			—			—		(3,555		)	—
Goodwill	—		3,000			—			272			—		—			3,272
Other intangibles, net	—		1,014			—			92			—		—			1,106
Other long-term assets	1		96			—			—			—		—			97
Total assets	$	1,849	$	11,071		$	1,002		$	1,220		$	759	$	(3,434	)	$	12,467
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt	$	32	$	38		$	—		$	—		$	548	$	—		$	618
Accounts payable	—		248			—			37			—		—			285
Accrued expenses and other liabilities	—		499			19			57			—		—			575
Total current liabilities	32		785			19			94			548		—			1,478
Long-term debt	—		7,298			130			6			—		—			7,434
Deferred taxes	19		1,594			—			79			—		—			1,692
Other long-term liabilities	—		64			—			1			—		—			65
Total liabilities	51		9,741			149			180			548		—			10,669
Temporary equity (note 12)	2		—			—			—			—		—			2
Total stockholders’ equity (deficit)	1,796		1,330			853			1,040			211		(3,434		)	1,796
Total liabilities and stockholders’ equity (deficit)	$	1,849	$	11,071		$	1,002		$	1,220		$	759	$	(3,434	)	$	12,467

CONDENSED CONSOLIDATING BALANCE SHEETS

December 31, 2013

									Non-Guarantor Subsidiaries
	Parent		URNA			Guarantor Subsidiaries			Foreign			SPV		Eliminations			Total
ASSETS
Cash and cash equivalents	$	—	$	17		$	—		$	158		$	—	$	—		$	175
Accounts receivable, net	—		36			—			140			628		—			804
Intercompany receivable (payable)	308		(257		)	(51		)	(132		)	—		132			—
Inventory	—		62			—			8			—		—			70
Prepaid expenses and other assets	—		42			1			10			—		—			53
Deferred taxes	—		258			—			2			—		—			260
Total current assets	308		158			(50		)	186			628		132			1,362
Rental equipment, net	—		4,768			—			606			—		—			5,374
Property and equipment, net	48		313			20			40			—		—			421
Investments in subsidiaries	1,648		1,132			997			—			—		(3,777		)	—
Goodwill	—		2,708			—			245			—		—			2,953
Other intangibles, net	—		931			—			87			—		—			1,018
Other long-term assets	2		100			—			—			1		—			103
Total assets	$	2,006	$	10,110		$	967		$	1,164		$	629	$	(3,645	)	$	11,231
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt	$	136	$	38		$	—		$	—		$	430	$	—		$	604
Accounts payable	—		254			—			38			—		—			292
Accrued expenses and other liabilities	1		327			25			36			1		—			390
Total current liabilities	137		619			25			74			431		—			1,286
Long-term debt	—		6,421			140			8			—		—			6,569
Deferred taxes	21		1,357			—			81			—		—			1,459
Other long-term liabilities	—		65			—			4			—		—			69
Total liabilities	158		8,462			165			167			431		—			9,383
Temporary equity (note 12)	20		—			—			—			—		—			20
Total stockholders’ equity (deficit)	1,828		1,648			802			997			198		(3,645		)	1,828
Total liabilities and stockholders’ equity (deficit)	$	2,006	$	10,110		$	967		$	1,164		$	629	$	(3,645	)	$	11,231

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Year Ended December 31, 2014

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations			Total
Revenues:
Equipment rentals	$	—		$	4,217		$	—		$	602		$	—		$	—		$	4,819
Sales of rental equipment	—			478			—			66			—			—			544
Sales of new equipment	—			124			—			25			—			—			149
Contractor supplies sales	—			70			—			15			—			—			85
Service and other revenues	—			73			—			15			—			—			88
Total revenues	—			4,962			—			723			—			—			5,685
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			1,558			—			248			—			—			1,806
Depreciation of rental equipment	—			820			—			101			—			—			921
Cost of rental equipment sales	—			277			—			38			—			—			315
Cost of new equipment sales	—			101			—			19			—			—			120
Cost of contractor supplies sales	—			49			—			10			—			—			59
Cost of service and other revenues	—			27			—			5			—			—			32
Total cost of revenues	—			2,832			—			421			—			—			3,253
Gross profit	—			2,130			—			302			—			—			2,432
Selling, general and administrative expenses	55			607			3			84			9			—			758
Merger related costs	—			11			—			—			—			—			11
Restructuring charge	—			(1		)	—			—			—			—			(1		)
Non-rental depreciation and amortization	17			226			1			29			—			—			273
Operating (loss) income	(72		)	1,287			(4		)	189			(9		)	—			1,391
Interest expense (income), net	9			538			5			4			5			(6		)	555
Other (income) expense, net	(149		)	212			(3		)	17			(91		)	—			(14		)
Income (loss) before provision for income taxes	68			537			(6		)	168			77			6			850
Provision for income taxes	1			236			—			43			30			—			310
Income (loss) before equity in net earnings (loss) of subsidiaries	67			301			(6		)	125			47			6			540
Equity in net earnings (loss) of subsidiaries	473			172			125			—			—			(770		)	—
Net income (loss)	540			473			119			125			47			(764		)	540
Other comprehensive (loss) income	(93		)	(93		)	(90		)	(72		)	—			255			(93		)
Comprehensive income (loss)	$	447		$	380		$	29		$	53		$	47		$	(509	)	$	447

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

For the Year Ended December 31, 2013

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations			Total
Revenues:
Equipment rentals	$	—		$	3,612		$	—		$	584		$	—		$	—		$	4,196
Sales of rental equipment	—			438			—			52			—			—			490
Sales of new equipment	—			82			—			22			—			—			104
Contractor supplies sales	—			70			—			17			—			—			87
Service and other revenues	—			62			—			16			—			—			78
Total revenues	—			4,264			—			691			—			—			4,955
Cost of revenues:
Cost of equipment rentals, excluding depreciation	—			1,391			—			243			—			—			1,634
Depreciation of rental equipment	—			752			—			100			—			—			852
Cost of rental equipment sales	—			283			—			31			—			—			314
Cost of new equipment sales	—			67			—			17			—			—			84
Cost of contractor supplies sales	—			48			—			11			—			—			59
Cost of service and other revenues	—			19			—			6			—			—			25
Total cost of revenues	—			2,560			—			408			—			—			2,968
Gross profit	—			1,704			—			283			—			—			1,987
Selling, general and administrative expenses	8			541			—			88			5			—			642
Merger related costs	—			9			—			—			—			—			9
Restructuring charge	—			12			—			—			—			—			12
Non-rental depreciation and amortization	17			210			—			19			—			—			246
Operating (loss) income	(25		)	932			—			176			(5		)	—			1,078
Interest expense (income), net	12			454			6			5			5			(7		)	475
Interest expense-subordinated convertible debentures	3			—			—			—			—			—			3
Other (income) expense, net	(132		)	191			—			18			(82		)	—			(5		)
Income (loss) before provision (benefit) for income taxes	92			287			(6		)	153			72			7			605
Provision (benefit) for income taxes	38			113			(2		)	41			28			—			218
Income (loss) before equity in net earnings (loss) of subsidiaries	54			174			(4		)	112			44			7			387
Equity in net earnings (loss) of subsidiaries	333			159			112			—			—			(604		)	—
Net income (loss)	387			333			108			112			44			(597		)	387
Other comprehensive (loss) income	(65		)	(65		)	(65		)	(50		)	—			180			(65		)
Comprehensive income (loss)	$	322		$	268		$	43		$	62		$	44		$	(417	)	$	322

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	—			434			48			74		32			—			588
Merger related costs	—			111			—			—		—			—			111
Restructuring charge	—			95			—			4		—			—			99
Non-rental depreciation and amortization	16			160			5			17		—			—			198
Operating (loss) income	(16		)	430			50			159		(32		)	—			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			(125		)	5			144		7			4			88
Provision (benefit) for income taxes	60			(93		)	15			28		3			—			13
(Loss) income before equity in net earnings (loss) of subsidiaries	(7		)	(32		)	(10		)	116		4			4			75
Equity in net earnings (loss) of subsidiaries	82			114			118			—		—			(314		)	—
Net income (loss)	75			82			108			116		4			(310		)	75
Other comprehensive income (loss)	9			9			8			3		—			(20		)	9
Comprehensive income (loss)	$	84		$	91		$	116		$	119	$	4		$	(330	)	$	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 CASH FLOW INFORMATION

For the Year Ended December 31, 2014

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
Net cash provided by (used in) operating activities	$	13		$	1,644		$	4		$	223		$	(83	)	$	—	$	1,801
Net cash used in investing activities	(13		)	(1,773		)	—			(214		)	—			—		(2,000		)
Net cash provided by (used in) financing activities	—			120			(4		)	(3		)	83			—		196
Effect of foreign exchange rates	—			—			—			(14		)	—			—		(14		)
Net decrease in cash and cash equivalents	—			(9		)	—			(8		)	—			—		(17		)
Cash and cash equivalents at beginning of period	—			17			—			158			—			—		175
Cash and cash equivalents at end of period	$	—		$	8		$	—		$	150		$	—		$	—	$	158

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

For the Year Ended December 31, 2013

										Non-Guarantor Subsidiaries
	Parent			URNA			Guarantor Subsidiaries			Foreign			SPV			Eliminations		Total
Net cash provided by operating activities	$	26		$	1,285		$	4		$	216		$	20		$	—	$	1,551
Net cash used in investing activities	(26		)	(1,018		)	—			(133		)	—			—		(1,177		)
Net cash used in financing activities	—			(270		)	(4		)	(1		)	(20		)	—		(295		)
Effect of foreign exchange rates	—			—			—			(10		)	—			—		(10		)
Net (decrease) increase in cash and cash equivalents	—			(3		)	—			72			—			—		69
Cash and cash equivalents at beginning of period	—			20			—			86			—			—		106
Cash and cash equivalents at end of period	$	—		$	17		$	—		$	158		$	—		$	—	$	175

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		$	654		$	151		$	153		$	(244	)	$	—	$	721
Net cash used in investing activities	(7		)	(1,851		)	(155		)	(91		)	—			—		(2,104		)
Net cash provided by (used in) financing activities	—			1,211			4			(6		)	244			—		1,453
Effect of foreign exchange rate	—			—			—			—			—			—		—
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

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Income Taxes (Unrecognized tax benefits) (Details) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns, Net [Roll Forward]
Balance at January 1	$ 7	$ 5
Additions for tax positions of prior years	0	2
Balance at December 31	$ 7	$ 7

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2014

Fair Value Disclosures [Abstract]

Summary of the fair value of financial instruments

The estimated fair values of our other financial instruments at December 31, 2014 and 2013 have been calculated based upon available market information or an appropriate valuation technique, and are as follows:

	December 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Level 1:
Senior and senior subordinated notes	$	6,063	$	6,390	$	5,381	$	5,848
Level 2:
4 percent Convertible Senior Notes (1)	32		33		136		149
Level 3:
Capital leases (2)	105		104		120		118

(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 7.3 percent. As discussed below (see note 12), the total cost to settle the notes based on the closing price of our common stock on December 31, 2014 would be $310.

(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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Fair Value Measurements

12 Months Ended

Dec. 31, 2014

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

Our fixed price diesel swap contracts are Level 2 derivatives measured at fair value on a recurring basis. As of December 31, 2014 and 2013, immaterial amounts ($4 or less) were reflected in prepaid expenses and other assets, and accrued expenses and other liabilities in our consolidated balance sheets, reflecting the fair values of the fixed price swap 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, 2014, we have fixed price swap contracts covering 5.4 million gallons of diesel which we will buy throughout 2015 at the average contract price of $3.64 per gallon, while the average forward price for the hedged gallons was $2.97 per gallon as of December 31, 2014.

The fair value of the contingent cash consideration we expect to pay associated with the April 2014 National Pump acquisition discussed in note 3 to our consolidated financial statements was $78 as of December 31, 2014. The contingent consideration is recorded in accrued expenses and other liabilities in our consolidated balance sheets, and is a Level 3 liability measured at fair value on a recurring basis. Fair value was determined using a probability weighted discounted cash flow methodology. Key inputs to the valuation included: (i) discrete scenarios of potential payouts under the two earn-out arrangements discussed in note 3 to our consolidated financial statements; (ii) probability weightings assigned to each of the scenarios for each of the two earn-out payments; and (iii) a rate of return with which to discount the probability weighted payouts to present value. The discrete payout scenarios were based on the low case, base case and high case forecasts of financial performance prepared by management in connection with the acquisition, as well as a potential settlement scenario. The probability weighted payments were then discounted to present value using a discount rate of 11.0 percent based on a calculated risk adjusted rate for National Pump, and using a 2.9 percent discount rate for the settlement scenario, resulting in fair values of $70 and $8 for the first and second earn out-payments, respectively. Changes to the inputs used in the valuation could result in material changes to fair value. As discussed in note 3 to our consolidated financial statements, the fair value of the contingent cash consideration was $76 as of the acquisition date. Changes to the fair value of the contingent cash consideration are reflected in our consolidated statements of income as “Merger related costs” which included $2 of such changes for the year ended December 31, 2014.

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”) and accounts receivable securitization facility approximate their book values as of December 31, 2014 and 2013. The estimated fair values of our other financial instruments at December 31, 2014 and 2013 have been calculated based upon available market information or an appropriate valuation technique, and are as follows:

	December 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Level 1:
Senior and senior subordinated notes	$	6,063	$	6,390	$	5,381	$	5,848
Level 2:
4 percent Convertible Senior Notes (1)	32		33		136		149
Level 3:
Capital leases (2)	105		104		120		118

(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 7.3 percent. As discussed below (see note 12), the total cost to settle the notes based on the closing price of our common stock on December 31, 2014 would be $310.

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