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1、UNITED RENTALS,INC.2023 ANNUAL REPORTANNUAL REPORT2023Our theme for 2023 was“raising the bar”and we delivered on that goal with record revenue,earnings and returns.Our results were driven by a relentless commitment to serving our customers,as we stayed laser focused on safety and operational excelle

2、nce,all while integrating Ahern Rentals,our second largest acquisition ever,and continuing to invest in future growth.Demand for the year was broad-based across geographies,verticals and customer segments.Industrial markets saw healthy growth with particular strength across Power and Industrial Manu

3、facturing,while non-residential and infrastructure led the way within our construction markets.Furthermore,our specialty businesses all recorded double-digit growth.Strategically,we continued to expand our business organically with cold starts and growth capital expenditures,while also pursuing M&A.

4、These initiatives,combined with ongoing investments in our technology platform,allow us to provide our customers with the best experience,leading to strong returns for our shareholders.To us,this defines success.Letter to our ShareholdersFor the full year 2023,we reported record total revenue of$14.

5、3 billion,GAAP diluted earnings per share of$35.28,and adjusted EPS1 of$40.74.Net income was$2.4 billion,at a margin of 16.9%.Adjusted EBITDA was also a record at$6.9 billion,translating to a margin of 47.8%1.We generated$4.7 billion of net cash from operating activities and$2.3 billion of free cash

6、 flow1 after investing$3.5 billion of gross capital expenditures in rental fleet.Our year-end return on invested capital(ROIC)improved 90 basis points year-over-year to 13.6%,while our net leverage ratio ended the year at 1.6x and our liquidity was strong at$3.3 billion.Furthermore,after fully fundi

7、ng growth,we returned$1.4 billion of capital to shareholders in 2023 through$1 billon of share repurchases and the introduction of our dividend program.This return of cash to shareholders was enabled by our strong free cash generation.We view our ability to generate strong free cash flow throughout

8、the cycle as a hallmark of the company and a testament to both the profitability and flexibility in our business model.Moreover,the durability of our free cash generation provides us tremendous flexibility to create long-term value for our shareholders.Based on the combination of our growth,cash gen

9、eration and strong balance sheet,in January 2024,we announced an enhanced capital allocation strategy,including lowering our targeted full-cycle leverage ratio to 1.5x-2.5x from our prior range of 2.0 x-3.0 x.In furtherance of this strategy,we also announced a 10%increase in our quarterly dividend t

10、o$1.63 per share,and that the Company intends to return$1.5 billion to shareholders through share repurchases during 2024.In total,these plans should return almost$30 per share to our stockholders this year.Our theme for 2023 was“raising the bar”and we delivered on that goal with record revenue,earn

11、ings and returns.Our results were driven by a relentless commitment to serving our customers,as we stayed laser focused on safety and operational excellence,all while integrating Ahern Rentals,our second largest acquisition ever,and continuing to invest in future growth.Demand for the year was broad

12、-based across geographies,verticals and customer segments.Industrial markets saw healthy growth with particular strength across Power and Industrial Manufacturing,while non-residential and infrastructure led the way within our construction markets.Furthermore,our specialty businesses all recorded do

13、uble-digit growth.Strategically,we continued to expand our business organically with cold starts and growth capital expenditures,while also pursuing M&A.These initiatives,combined with ongoing investments in our technology platform,allow us to provide our customers with the best experience,leading t

14、o strong returns for our shareholders.To us,this defines success.For the full year 2023,we reported record total revenue of$14.3 billion,GAAP diluted earnings per share of$35.28,and adjusted EPS1 of$40.74.Net income was$2.4 billion,at a margin of 16.9%.Adjusted EBITDA was also a record at$6.9 billio

15、n,translating to a margin of 47.8%1.We generated$4.7 billion of net cash from operating activities and$2.3 billion of free cash flow1 after investing$3.5 billion of gross capital expenditures in rental fleet.Our year-end return on invested capital(ROIC)improved 90 basis points year-over-year to 13.6

16、%,while our net leverage ratio ended the year at 1.6x and our liquidity was strong at$3.3 billion.Furthermore,after fully funding growth,we returned$1.4 billion of capital to shareholders in 2023 through$1 billon of share repurchases and the introduction of our dividend program.This return of cash t

17、o shareholders was enabled by our strong free cash generation.We view our ability to generate strong free cash flow throughout the cycle as a hallmark of the company and a testament to both the profitability and flexibility in our business model.Moreover,the durability of our free cash generation pr

18、ovides us tremendous flexibility to create long-term value for our shareholders.Based on the combination of our growth,cash generation and strong balance sheet,in January 2024,we announced an enhanced capital allocation strategy,including lowering our targeted full-cycle leverage ratio to 1.5x-2.5x

19、from our prior range of 2.0 x-3.0 x.In furtherance of this strategy,we also announced a 10%increase in our quarterly dividend to$1.63 per share,and that the Company intends to return$1.5 billion to shareholders through share repurchases during 2024.In total,these plans should return almost$30 per sh

20、are to our stockholders this year.As we look to 2024,we continue to see opportunities for growth in both non-residential construction and industrial markets.This is supported by customer sentiment indicators,solid backlogs,and most importantly,feedback from our field teams.We believe we are uniquely

21、 positioned to benefit from these opportunities as we leverage our scale,go-to-market approach,technology and one-stop shop offering.Longer-term tailwinds also continue to look favorable for our industry.These include the secular shift towards renting equipment,combined with reshoring in North Ameri

22、ca and the significant investments being made across infrastructure,manufacturing,and energy.Our incredible team,which puts the customer at the center of everything we do,gives us confidence in our ability to continue outpacing the industry and capitalizing on the opportunities ahead of us.In 2023,w

23、e saw strong employee retention in a tight labor market and grew our employee base by almost 7%.We invested in our best-in-class safety culture,resulting in another excellent safety recordable rate for the year,while also strengthening the diversity of our organization and earning national recogniti

24、on for our strong culture.On the sustainability front,Im pleased to share that we made further progress on our key initiatives in 2023.In recognition of this we received multiple accolades,including an“AA”ESG rating from MSCI in May 2023.Throughout the year we engaged key stakeholders on a variety o

25、f sustainability topics while also introducing our new Estimated Emissions Digital Dashboard,which helps customers understand their equipment emissions and make data-based decisions in order to help achieve their own goals.OutlookBased on all of the market factors summarized above,we expect another

26、year of growth in 2024.Our 2024 guidance reflects our expectations for total revenue of$14.65 billion to$15.15 billon,and adjusted EBITDA of$6.9 billion to$7.15 billion,after a gross capex investment of$3.4 billion to$3.7 billion in fleet.We expect to generate net cash from operating activities of$4

27、.15 billion to$4.75 billion and free cash flow of$2.0 billion to$2.2 billion.Last May we introduced our aspirational targets for 2028.These include$20 billion in total revenue,$10 billion in adjusted EBITDA and 15%+ROIC.We are proud of the teams unwavering commitment to our strategy and look forward

28、 to continued growth as our strength extends across all elements of our business:cultural,operational and financial.Our scale and capabilities position us to generate compelling returns for our investors as we extend our market leadership and continue to Work United.March 27,2024Matthew J.Flannery C

29、hief Executive OfficerMichael J.Kneeland Chair of the Board1 Adjusted EPS,adjusted EBITDA and free cash flow are non-GAAP measures.Please see the reconciliation of these measures to the comparable GAAP measures contained in the“Management Discussion and Analysis of Financial Condition and Results of

30、 Operations”section in the accompanying Annual Report on Form 10-K for the year ended December 31,2023,and in our fiscal 2023 earnings press release furnished on Form 8-K with the Securities and Exchange Commission on January 24,2024.Net income margin and adjusted EBITDA margin represent net income

31、or adjusted EBITDA divided by total revenue.Letter to our ShareholdersBoard of DirectorsMichael J.Kneeland ChairBobby J.Griffin(3)Lead Independent DirectorJos B.Alvarez(3,4)Clinical Professor,Tuck School of Business at Dartmouth,and Visiting Senior Lecturer,Harvard Business SchoolMarc A.Bruno(2,3)Ch

32、ief Operating Officer U.S.Food&FacilitiesAramark CorporationLarry D.De Shon(3,4)DirectorMatthew J.Flannery(4)President and Chief Executive Officer United Rentals,Inc.Kim Harris Jones(1,2)DirectorTerri L.Kelly(2,3,4)DirectorFrancisco J.Lopez-Balboa(1,2)Executive Vice President&Chief Financial Officer

33、 Cumulus Media,Inc.Gracia Martore(1,2)DirectorShiv Singh(1,3,4)Founder and CEO,Savvy Matters,LLCExecutive OfficersMatthew J.Flannery President and Chief Executive OfficerWilliam E.“Ted”Grace Executive Vice President and Chief Financial OfficerMichael D.Durand Executive Vice President and Chief Opera

34、ting OfficerCraig A.Pintoff Executive Vice President Chief Administrative OfficerJoli L.Gross Senior Vice President Chief Legal&Sustainability Officer,Corporate SecretaryAnthony S.Leopold Senior Vice President Strategy and DigitalAndrew B.Limoges Vice President,Controller and Principal Accounting Of

35、ficerSenior Vice PresidentsRobert C.Bower Senior Vice President West DivisionChris A.Burlog Senior Vice President Central DivisionMichael G.Cloer Senior Vice President Business OperationsThomas P.Jones Senior Vice President Operations Site Solutions DivisionJohn“Eddie”King Senior Vice President Oper

36、ations South DivisionKenneth B.Mettel Senior Vice President Performance AnalyticsKevin C.Parr Senior Vice President Northeast&Mobile Storage DivisionJoseph W.Pledger Senior Vice President FinanceDavid C.Scott Senior Vice President Specialty OperationsCorporate Vice PresidentsTomer Barkan Vice Presid

37、ent Planning and AnalysisAlfredo E.Barquin Vice President Business DevelopmentChristopher P.Carmolingo Vice President Service and MaintenanceSybil F.Collins Vice President TreasurerJohn J.Fahey Vice President Internal AuditElizabeth Grenfell Vice President Investor RelationsRobert N.Halsey Vice Pres

38、ident MarketingDaniel T.Higgins Vice President Chief Information OfficerMitchell J.Holder Vice President Total RewardsBrent R.Kuchynka Vice President Corporate Fleet ManagementCristina Madry Vice President Health,Safety and Employee RelationsTy“TJ”Mahoney Vice President Supply ChainErin C.Neumann Vi

39、ce President Operations ExcellenceAndre L.Powell Vice President FinanceMichael V.Sala Vice PresidentTax and Real EstateCraig A.Schmidt Vice PresidentNational AccountsDaniel C.Sparks Vice President Sales Operations and SupportRegional Vice PresidentsJason C.Barba Vice President Carolinas RegionLeland

40、 J.Burton Vice President West Gulf RegionRyan T.Dillon Vice President Mobile Storage RegionRyan R.Eaton Vice President Midwest RegionJohn“Scott”Fisher Vice President Western Canada RegionRon D.Groff Vice President Northwest Region Todd M.Hayes Vice President Trench Safety RegionAntwan J.Houston Vice

41、 President Tools SolutionsJohn J.Humphrey Vice President Mid-Atlantic RegionNeil R.LittlewoodVice President AU/NZ Storage&Modular Solutions RegionEsiah D.McNeil Vice President Southwest RegionKevin M.OBrien Vice President Mid-Central RegionAudwin W.Reed Vice President South RegionNicholas M.Roberts

42、Vice President Southeast RegionGina M.Rollins Vice President Reliable Onsite Services RegionJason L.Rose Vice President Fluid Solutions RegionStephen M.Szaniszlo Vice President Northeast RegionJurgen M.Verschoor Vice President and Managing Director,EuropeDavid G.Williams Vice President Gulf South Re

43、gionLarry K.Worthington Jr.Vice President Power&HVAC Region Committees of the Board(1)Audit Committee,Kim Harris Jones,Chair(2)Compensation Committee,Gracia Martore,Chair(3)Nominating and Corporate Governance Committee,Larry D.De Shon,Chair(4)Strategy Committee,Terri L.Kelly,ChairDirectors and Offic

44、ersJohn J.Humphrey Vice President Mid-Atlantic RegionNeil R.LittlewoodVice President AU/NZ Storage&Modular Solutions RegionEsiah D.McNeil Vice President Southwest RegionKevin M.OBrien Vice President Mid-Central RegionAudwin W.Reed Vice President South RegionNicholas M.Roberts Vice President Southeas

45、t RegionGina M.Rollins Vice President Reliable Onsite Services RegionJason L.Rose Vice President Fluid Solutions RegionStephen M.Szaniszlo Vice President Northeast RegionJurgen M.Verschoor Vice President and Managing Director,EuropeDavid G.Williams Vice President Gulf South RegionLarry K.Worthington

46、 Jr.Vice President Power&HVAC Region Michael J.KneelandBobby J.GriffinJos B.AlvarezMarc A.Bruno Matthew J.Flannery Kim Harris JonesTerri L.KellyGracia Martore Francisco J.Lopez-BalboaShiv SinghLarry D.De Shon2023 Peer Group C.H.Robinson Worldwide,Inc.Carrier Global Corporation1Cintas CorporationDove

47、r CorporationFortive CorporationJ.B.Hunt Transport Services,Inc.Masco CorporationParker-Hannifin CorporationRepublic Services,Inc.Rockwell Automation,Inc.Stanley Black&Decker,Inc.Trane Technologies plc2W.W.Grainger,Inc.Waste Connections,Inc.Waste Management,Inc.WESCO International,Inc.Xylem Inc.TOTA

48、L RETURN TO STOCKHOLDERSThe comparisons in the graph and tables above are not intended to forecast or be indicative of future performance of our common stock,any of the indices or any of the companies comprising them.Data source:Standard&Poors Compustat.Total Cumulative Return(Includes reinvestment

49、of dividends)The following tables and graph compare the cumulative total return of United Rentals common stock with the cumulative total return of the Standard and Poors 500 Index(“S&P 500 Index”),the Standard and Poors 500 Industrials Index(“S&P 500 Industrials Index”)and an industry peer group ind

50、ex comprised of publicly traded companies participating in the industrials and consumer discretionary sectors(the“2023 Peer Group Index”).The industry peer group comprised of publicly traded companies participating in the industrials and consumer discretionary sectors used in 2022(the“2022 Peer Grou

51、p Index”)is also included for comparative purposes.We changed the members of our peer group for 2023 to parallel the group of publicly traded companies currently used by our Compensation Committee for benchmarking the total compensation package of our chief executive officer and our chief financial

52、officer.We also believe that the new peer group represents a more relevant group of comparably sized companies in the broader industry in which United Rentals participates.The table and graph assume that$100 was invested on December 31,2018 in shares of our common stock;shares of stock comprising th

53、e S&P 500 Index;shares of stock comprising the S&P 500 Industrials Index;shares of stock comprising the 2022 Peer Group Index;and shares of stock comprising the 2023 Peer Group Index;in each case,including the reinvestment of any dividends.The returns of each company within each of the S&P 500 Index

54、,the S&P 500 Industrials Index,the 2022 Peer Group Index and the 2023 Peer Group Index have been weighted annually for their respective stock and market capitalization.(1)Carrier Global Corporation included from March 19,2020 when it began trading.(2)Ingersoll-Rand Plc started trading as Trane Techn

55、ologies on March 2,2020.2022 Peer Group C.H.Robinson Worldwide,Inc.Cintas CorporationDover CorporationFortive CorporationJ.B.Hunt Transport Services,Inc.Masco CorporationParker-Hannifin CorporationRepublic Services,Inc.Rockwell Automation,Inc.Ryder System,Inc.Stanley Black&Decker,Inc.Trane Technolog

56、ies plc2W.W.Grainger,Inc.Waste Connections,Inc.Waste Management,Inc.WESCO International,Inc.Xylem Inc.Annual Return Percentage Years Ending 12/31/19 12/31/20 12/31/21 12/31/22 12/31/23Company Name/IndexUnited Rentals,Inc.62.65 39.06 43.28 6.96 63.62S&P 500 Index 31.49 18.40 28.71 -18.11 26.29S&P 500

57、 Industrials Index 29.37 11.06 21.12 -5.48 18.132023 Peer Group Index 33.52 25.84 32.65 -13.22 29.782022 Peer Group Index 33.37 20.14 31.66 -12.22 28.98 Indexed Returns Years Ending Base Period 12/31/18 12/31/19 12/31/20 2/31/21 12/31/22 12/31/23Company Name/Index United Rentals,Inc.100.00 162.65 22

58、6.19 324.09 346.65 567.18 S&P 500 Index 100.00 131.49 155.68 200.37 164.08 207.212023 Peer Group Index 100.00 133.52 168.02 222.87 193.41 251.002022 Peer Group Index 100.00 133.37 160.23 210.96 185.19 238.85$0$100$200$300$400$500$60012/31/1812/31/1912/31/2012/31/2112/31/2212/31/23United Rentals,Inc.

59、S&P 500 IndexS&P 500 Industrials Index2023 Peer Group Index2022 Peer Group IndexUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED DECEMBER 31,2023OR TRANSITION REPO

60、RT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Commission File Number 1-14387United Rentals,Inc.Commission File Number 1-13663United Rentals(North America),Inc.(Exact Names of Registrants as Specified in Their Charters)Delaware06-1522496Delaware86-0933835(States of Incorpora

61、tion)(I.R.S.Employer Identification Nos.)100 First Stamford Place,Suite 700StamfordConnecticut06902(Address of Principal Executive Offices)(Zip Code)Registrants Telephone Number,Including Area Code:(203)622-3131Securities registered pursuant to Section 12(b)of the Act:Title of Each ClassTrading Symb

62、ol(s)Name of Each Exchange on Which RegisteredCommon Stock,$.01 par value,of United Rentals,Inc.URINew York Stock ExchangeSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Ac

63、t.Yes No 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 No 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 1934during th

64、e preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filingrequirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be

65、submitted pursuant to Rule 405 ofRegulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit suchfiles).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-acceler

66、ated filer,a smaller reporting company or anemerging growth company.See the definitions of“large accelerated filer,”“accelerated filer”,“smaller reporting company”and“emerging growth company”inRule 12b-2 of the Exchange Act.Large Accelerated Filer Accelerated FilerNon-Accelerated Filer Smaller Repor

67、ting Company Emerging Growth CompanyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check

68、 mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal controlover financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued itsaudi

69、t report.Yes No If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those er

70、ror corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b

71、-2 of the Exchange Act).Yes No As of June 30,2023 there were 68,280,874 shares of United Rentals,Imon stock outstanding.The aggregate market value of common stock held bynon-affiliates(defined as other than directors,executive officers and 10 percent beneficial owners)at June 30,2023 was approximate

72、ly$26.7 billion,calculated byusing the closing price of the common stock on such date on the New York Stock Exchange of$445.37.As of January 22,2024,there were 67,191,627 shares of United Rentals,Imon stock outstanding.There is no market for the common stock of UnitedRentals(North America),Inc.,all

73、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 UnitedRentals,Inc.).United Rentals(North America),Inc.meets the conditions set forth in General Instr

74、uction(I)(1)(a)and(b)of Form 10-K and is therefore filing thisform with the reduced disclosure format permitted by such instruction.Documents incorporated by reference:Portions of United Rentals,Inc.s Proxy Statement related to the 2024 Annual Meeting of Stockholders areincorporated by reference int

75、o Part III of this annual report.FORM 10-K REPORT INDEXPART IItem 1Business.1Item 1ARisk Factors.10Item 1BUnresolved Staff Comments.26Item 1CCybersecurity.26Item 2Properties.28Item 3Legal Proceedings.29Item 4Mine Safety Disclosures.29PART IIItem 5Market for the Registrants Common Equity,Related Stoc

76、kholder Matters andIssuer Purchases of Equity Securities.29Item 6Selected Financial Data.30Item 7Managements Discussion and Analysis of Financial Condition and Results ofOperations.31Item 7AQuantitative and Qualitative Disclosures About Market Risk.54Item 8Financial Statements and Supplementary Data

77、.55Item 9Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure.102Item 9AControls and Procedures.102Item 9BOther Information.106Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections.106PART IIIItem 10Directors,Executive Officers and Corporate Govern

78、ance.107Item 11Executive Compensation.107Item 12Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters.107Item 13Certain Relationships and Related Transactions,and Director Independence.107Item 14Principal Accountant Fees and Services.107PART IVItem 15Exhibits

79、and Financial Statement Schedules.10810-K Partand Item No.Page No.CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSThis annual report on Form 10-K contains forward-looking statements within the meaning of the“safeharbor”provisions of the Private Securities Litigation Reform Act of 1995.Such

80、statements can be identified bythe 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 comparableterminology,or by discussions of strategy or outlook.You are cautioned that

81、our business and operations aresubject to a variety of risks and uncertainties,many of which are beyond our control,and,consequently,ouractual results may differ materially from those projected.Factors that could cause actual results to differ materially from those projected include,but are not limi

82、tedto,the following:the impact of global economic conditions(including inflation,increased interest rates,supply chainconstraints,potential trade wars and sanctions and other measures imposed in response tointernational conflicts)and public health crises and epidemics on us,our customers and oursupp

83、liers,in the United States and the rest of the world;declines in construction or industrial activity,which can adversely impact our revenues and,becausemany of our costs are fixed,our profitability;rates we charge and time utilization we achieve being less than anticipated;changes in customer,fleet,

84、geographic and segment mix;excess fleet in the equipment rental industry;inability to benefit from government spending,including spending associated with infrastructureprojects,or a reduction in government spending;trends in oil and natural gas,including significant increases in the prices of oil or

85、 natural gas,couldadversely affect the demand for our services and products;competition from existing and new competitors;the cyclical nature of the industry in which we operate and the industries of our customers,such asthose in the construction industry;costs we incur being more than anticipated,i

86、ncluding as a result of inflation,and the inability torealize expected savings in the amounts or time frames planned;our significant indebtedness(which totaled$11.5 billion at December 31,2023)requires us to use asubstantial amount of our cash flow for debt service and can constrain our flexibility

87、in respondingto unanticipated or adverse business conditions;inability to refinance our indebtedness on terms that are favorable to us,including as a result ofvolatility and uncertainty in capital or credit markets or increases in interest rates,or at all;incurrence of additional debt,which could ex

88、acerbate the risks associated with our current level ofindebtedness;noncompliance with financial or other covenants in our debt agreements,which could result in ourlenders terminating the agreements and requiring us to repay outstanding borrowings;restrictive covenants and the amount of borrowings p

89、ermitted under our debt instruments,which canlimit our financial and operational flexibility;inability to access the capital that our businesses or growth plans may require,including as a resultof uncertainty in capital or credit markets;the possibility that companies that we have acquired or may ac

90、quire could have undiscoveredliabilities,or that companies or assets that we have acquired or may acquire could involve otherunexpected costs,may strain our management capabilities,or may be difficult to integrate,and thatwe may not realize the expected benefits from an acquisition over the timefram

91、e we expect,or at all;incurrence of impairment charges;fluctuations in the price of our common stock and inability to complete stock repurchases or paydividends in the time frames and/or on the terms anticipated;iour charter provisions as well as provisions of certain debt agreements and our signifi

92、cantindebtedness may have the effect of making more difficult or otherwise discouraging,delaying ordeterring a takeover or other change of control of us;inability to manage credit risk adequately or to collect on contracts with a large number ofcustomers;turnover in our management team and inability

93、 to attract and retain key personnel,as well as loss,absenteeism or the inability of employees to work or perform key functions in light of public healthcrises or epidemics;inability to obtain equipment and other supplies for our business from our key suppliers onacceptable terms or at all,as a resu

94、lt of supply chain disruptions,insolvency,financial difficulties orother factors;increases in our maintenance and replacement costs and/or decreases in the residual value of ourequipment;inability to sell our new or used fleet in the amounts,or at the prices,we expect;risks related to security breac

95、hes,cybersecurity attacks,failure to protect personal information,compliance with privacy,data protection and cyber incident reporting laws and regulations,andother significant disruptions in our information technology systems;risks related to climate change and climate change regulation;risks relat

96、ed to our environmental and social goals,including our greenhouse gas intensity reductiongoal;the fact that our holding company structure requires us to depend in part on distributions fromsubsidiaries and such distributions could be limited by contractual or legal restrictions;shortfalls in our ins

97、urance coverage;increases in our loss reserves to address business operations or other claims and any claims thatexceed our established levels of reserves;incurrence of expenses(including indemnification obligations)and other costs in connection withlitigation,regulatory and investigatory matters;th

98、e costs of complying with environmental,safety and foreign laws and regulations,as well as otherrisks associated with non-U.S.operations,including currency exchange risk,and tariffs;the outcome or other potential consequences of regulatory and investigatory matters and litigation;labor shortages and

99、/or disputes,work stoppages or other labor difficulties,which may impact ourproductivity and increase our costs,and changes in law that could affect our labor relations oroperations generally;the effect of changes in tax law;andother factors described in this annual report on Form 10-K and in our ot

100、her filings with the Securitiesand Exchange Commission.Any forward-looking statement speaks only as of the date such statement was made.We make nocommitment to revise or update any forward-looking statements in order to reflect events or circumstances afterthe date any such statement is made,except

101、as required by law.iiPART IUnited Rentals,Inc.,incorporated in Delaware in 1997,is principally a holding company.We primarilyconduct our operations through our wholly owned subsidiary,United Rentals(North America),Inc.,and itssubsidiaries.As used in this report,the term“Holdings”refers to United Ren

102、tals,Inc.,the term“URNA”refersto 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 Januar

103、y 1,2024.Item 1.BusinessUnited Rentals is the largest equipment rental company in the world,operates throughout the UnitedStates and Canada,and has a limited presence in Europe,Australia and New Zealand.The table below presentskey information about our business as of and for the years ended December

104、 31,2023 and 2022.Our business isdiscussed in more detail below.The data below should be read in conjunction with,and is qualified by referenceto,our Managements Discussion and Analysis and our consolidated financial statements and notes theretocontained elsewhere in this report.20232022PERFORMANCE

105、MEASURESTotal revenues(in millions).$14,332$11,642Equipment rental revenue percent of total revenues.84%87%Equipment rental revenue variance components:.Year-over-year change in average original equipment cost(“OEC”).21.9%13.6%Assumed year-over-year inflation impact(1).(1.5)%(1.5)%Fleet productivity

106、(2).(0.7)%9.4%Contribution from ancillary and re-rent revenue(3).(0.4)%1.8%Total equipment rental revenue variance.19.3%23.3%Pro forma equipment rentals variance components(4):.Year-over-year change in average OEC.10.4%Assumed year-over-year inflation impact(1).(1.5)%Fleet productivity(2).2.8%Contri

107、bution from ancillary and re-rent revenue(3).(0.4)%Total equipment rental revenue variance.11.3%Key account percent of equipment rental revenue.67%68%National account percent of equipment rental revenue.43%42%FLEETFleet OEC(in billions).$20.66$19.61Equipment classes.4,8004,600Equipment units.995,000

108、1,020,000Fleet age in months.52.453.5Equipment rental revenue percent by fleet type:.General construction and industrial equipment.42%42%Aerial work platforms.25%24%General tools and light equipment.8%8%1Power and HVAC(heating,ventilating and air conditioning)equipment.10%10%Trench safety equipment.

109、5%6%Fluid solutions equipment.7%7%Mobile storage equipment and modular office space.3%3%LOCATIONS/PERSONNELRental locations.1,5841,521Approximate range of branches per district.5-144-13Approximate range of districts per region.6-116-11Range of regions per division.3-62-6Hourly employees.18,90017,500

110、Salaried employees.7,4007,100Total employees.26,30024,600INDUSTRYEstimated North American market share(5).15%15%Estimated North American equipment rental industry revenue growth(5)12%14%CUSTOMERS/SUPPLIERSLargest customer percent of total revenues.1%1%Top 10 customers percent of total revenues.4%4%L

111、argest supplier percent of capital expenditures.15%10%Top 10 supplier percent of capital expenditures.48%45%(1)Reflects the estimated impact of inflation on the revenue productivity of fleet based on OEC,which isrecorded at cost.(2)Reflects the combined impact of changes in rental rates,time utiliza

112、tion,and mix that contribute to thevariance in owned equipment rental revenue.See note 3 to the consolidated financial statements for adiscussion of the different types of equipment rentals revenue.Rental rate changes are calculated based onthe year-over-year variance in average contract rates,weigh

113、ted by the prior period revenue mix.Timeutilization is calculated by dividing the amount of time an asset is on rent by the amount of time the assethas been owned during the year.Mix includes the impact of changes in customer,fleet,geographic andsegment mix.The positive fleet productivity for 2022 r

114、eflected strong demand across our end-markets.The novel coronavirus(“COVID-19”),which resulted in rental volume declines in response to shelter-in-place orders and other market restrictions,had the most pronounced on our business in 2020.Beginning in2021 and continuing through 2023,we have experienc

115、ed broad-based strength of demand across our end-markets.See Industry Overview and Economic Outlook below for further discussion of our end-markets.(3)Reflects the combined impact of changes in the other types of equipment rentals revenue(see note 3 forfurther detail),excluding owned equipment renta

116、l revenue.(4)We completed the acquisition of Ahern Rentals,Inc.(Ahern Rentals)in December 2022.The pro formainformation includes the standalone,pre-acquisition results of Ahern Rentals.The pro forma componentsare not reflected above for 2022 versus 2021 because of the December 2022 acquisition date(

117、AhernRentals did not materially impact the comparison of 2022 and 2021 equipment rentals).The Ahern Rentalsacquisition is discussed further in note 4 to the consolidated financial statements.(5)As discussed below(see Industry Overview and Economic Outlook),North American equipment rentalindustry rev

118、enue is based on industry estimates from the American Rental Association(ARA).Asdiscussed above,we completed the acquisition of Ahern Rentals in December 2022.Estimated North2American market share as of December 31,2022 includes the standalone,pre-acquisition revenue ofAhern Rentals.Subsequent to ou

119、r prior disclosure of 2022 industry information,the ARA increased itsestimate of the size of the North American equipment rental industry.As a result of this change,relative toour prior disclosures,our market share as of December 31,2022 decreased and the size of the 2022 growthin North American equ

120、ipment rental industry revenue increased.Human CapitalThe Companys key human capital management objectives are to attract,retain and develop talent todeliver on the Companys strategy.To support these objectives,the Companys human resources programs aredesigned to:keep people safe and healthy;enhance

121、 the Companys culture through efforts aimed at making theworkplace more inclusive;acquire and retain diverse talent;reward and support employees through competitivepay and benefit programs;develop talent to prepare them for critical roles and leadership positions;andfacilitate internal talent mobili

122、ty to create a high-performing workforce.See“Locations/Personnel”in the tableabove for information on employee counts.The Company focuses on the following in managing its human capital:Health and safety:We have a safety program that focuses on implementing management systems,policies and training pr

123、ograms and performing assessments to see that workers are trained properlyand that injuries and incidents are prevented.All of our employees are empowered with stop-workauthority which enables them to immediately stop any unsafe or potentially hazardous workingcondition or behavior they may observe.

124、We utilize a mixture of indicators to assess the safetyperformance of our operations,including total recordable injury rate(TRIR),preventable motorvehicle incidents per million miles,corrective actions and near miss frequency and have disclosed agoal to further reduce our TRIR.We also recognize outs

125、tanding safety behaviors through our annualawards program.Employee wellness:The Companys Live Well,Safe&Healthy program is a comprehensiveapproach to wellness that encourages healthy behaviors and is intended to raise morale,productivityand overall employee engagement.The program includes a biometri

126、c screening at work or off-site,ahealth assessment,a paid day off to be used for a wellness exam or day of service,tobacco cessationsupport,and participation incentives.Additionally,employees and family members can participate invirtual health challenges to encourage daily activity.Approximately 63

127、percent of eligible employeesparticipated in the program in 2023.Workplace inclusivity and diversity:We believe that an inclusive and diverse team is key to thesuccess of our culture,and we view diversity holistically through a framework that recognizes theimportance of diversity in enabling our com

128、mercial strategy and continued business success.Ourcommitment to diversity,equity and inclusion(“DEI”)is demonstrated through many effortsincluding employee-led employee resource groups(“ERGs”);aspirational company-wide DEI goals;and inclusive volunteering opportunities.Our seven ERGs aim to represe

129、nt and support the diversecommunities that make up our workforce by facilitating:networking and connecting with peers;education and awareness efforts;and leadership and skill development.The Company has disclosedan aspirational goal to increase the percentage of racially or gender diverse employees

130、in sales andmanagement roles,reflecting our commitment to increase diverse representation in our talentpipeline.There has been positive progress in this aspirational goal,as reflected in an over fivepercentage point increase in diverse employees in sales and management roles from 29.5 percent in2020

131、 to 34.7 percent in 2023.As part of its diversity efforts,the Company is committed tosupporting our military veterans and believes that diversity in experience is an asset to the business.To that end,the Company has made the fair inclusion of veterans a priority,through its veteransERG and external

132、partnerships.Compensation programs and employee benefits:Our compensation and benefits programs providea package designed to attract,retain and motivate employees.In addition to competitive basesalaries,the Company provides a variety of short-term,long-term and commission-based incentive3compensatio

133、n programs to reward performance relative to key financial,human capital and customerexperience metrics.We offer comprehensive benefit options including paid time off,retirementsavings plans,medical and prescription drug benefits,dental and vision benefits,accident andcritical illness insurance,life

134、 and disability insurance,health savings accounts,flexible spendingaccounts,parental leave,legal coverage,auto/home insurance,identity theft insurance and tuitionassistance.Additionally,we have conducted four company-wide stock grant programs for employeessince 2014 the most recent grant took place

135、in 2022 and was in honor of our 25thanniversary.Employee experience and retention:To evaluate our employee experience and retention efforts,wemonitor a number of employee measures,such as employee retention,internal promotions andreferrals.For example,voluntary employee turnover,which represents vol

136、untary terminations duringthe year divided by average headcount during the year,was 12.4 percent,13.1 percent and 13.5percent for 2023,2022 and 2021,respectively.We also conduct an annual employee experiencesurvey,which provides valuable information on drivers of engagement and areas where we canimp

137、rove.In 2022,we switched survey administration to Peakon(a Workday company).Our 2023employee experience survey showed strong results with average responses ranging from 8.4 to 9.2out of 10 in each of our four survey categories:Engagement(8.5),Diversity&Inclusion(8.6),Health&Wellbeing(8.4)and Safety

138、Commitment(9.2).Our 2023 results were consistent with ourstrong 2022 results,with scores in three categories flat year-over-year and our Diversity&Inclusionscore decreasing slightly from 8.7 to 8.6.Our results placed us in the top 10 percent of the PeakonBenchmark for Commercial and Professional Ser

139、vices Companies for the Engagement and Health&Wellbeing categories and in the top 25 percent of the Diversity&Inclusion category;there is nobenchmark reference for our Safety category.To provide an open and frequent line ofcommunication for all employees,we host town hall meetings and quarterly all

140、employee conferencecalls,and utilize Workplace,a virtual collaboration platform for our employees,to engage with ourfull team.The Company also sponsors the United Compassion Fund,an employee-funded 501(c)(3)charity that provides financial assistance to fellow employees in need.In 2023,employeesvolun

141、tarily donated approximately$1.6 million to the fund,and employees received 469 grantstotaling approximately$1.9 million.Training and development:The Company is committed to the continual development of itsemployees.We aim for all new hires to attend JumpSTART,a new hire orientation,to quicklyacclim

142、ate them to our culture,as well as applicable new hires to attend Center of Excellence(jobrelated)training within 90 days of hire.We offer a wide array of training solutions(instructor led in-person,virtual,digital,hands-on,e-learning and experience maps)for further development of ouremployees to he

143、lp them achieve their career goals.In addition,as we did in 2023,we aim toregularly develop new training programs,launch pilot programs and expand leadership opportunitiesfor our employees.In 2023,our employees enhanced their skills through approximately 825,000hours of training,including safety tra

144、ining,sales and leadership training and equipment-relatedtraining from our suppliers.Our performance process encourages employee check-ins throughout theyear to discuss performance and career goals,as well as development opportunities at all levelsacross the Company.StrategyFor the past several year

145、s,as we continued to manage the impact of global economic conditions andCOVID-19,we executed a strategy focused on improving the profitability of our core equipment rental businessthrough revenue growth,margin expansion and operational efficiencies.In particular,we have focused oncustomer segmentati

146、on,customer service differentiation,rate management,fleet management and operationalefficiency.Our general strategy focuses on profitability and return on invested capital,and,in particular,callsfor:A consistently superior standard of service to customers,often provided through a single leadcontact

147、who can coordinate the cross-selling of the various services we offer throughout our4network.We utilize a proprietary software application,Total Control,which provides our keycustomers with a single in-house software application that enables them to monitor and manage alltheir equipment needs.Total

148、Controlis a unique customer offering that enables us to developstrong,long-term relationships with our larger customers.Our digital capabilities,including ourTotal Controlplatform,allow our sales teams to provide contactless end-to-end customer service;The further optimization of our customer mix an

149、d fleet mix,with a dual objective:to enhance ourperformance in serving our current customer base,and to focus on the accounts and customer typesthat are best suited to our strategy for profitable growth.We believe these efforts will lead to evenbetter service of our target accounts,primarily large c

150、onstruction and industrial customers,as well asselect local contractors.Our fleet teams analyses are aligned with these objectives to identify trendsin equipment categories and define action plans that can generate improved returns;A continued focus on“Lean”management techniques,including kaizen pro

151、cesses focused oncontinuous improvement.We have a dedicated team responsible for reducing waste in ouroperational processes,with the objectives of:condensing the cycle time associated with preparingequipment for rent;optimizing our resources for delivery and pickup of equipment;improving theeffectiv

152、eness and efficiency of our repair and maintenance operations;and implementing customerservice best practices;The continued expansion and cross-selling of adjacent specialty and services products,whichenables us to provide a one-stop shop for our customers.We believe that the expansion of ourspecial

153、ty business,as exhibited by our acquisition of General Finance Corporation(“GeneralFinance”)in May 2021,as well as our tools and onsite services offerings,will further positionUnited Rentals as a single source provider of total jobsite solutions through our extensive productand service resources and

154、 technology offerings;andThe pursuit of strategic acquisitions to continue to expand our core equipment rental business,asexhibited by our recently completed acquisition of assets of Ahern Rentals,which is discussed innote 4 to the consolidated financial statements.Strategic acquisitions allow us to

155、 invest our capital toexpand our business,further driving our ability to accomplish our strategic goals.Industry Overview and Economic OutlookUnited Rentals serves the following three principal end-markets for equipment rental in North America:industrial and other non-construction;commercial(or priv

156、ate non-residential)construction;and residentialconstruction,which includes remodeling.We also have a limited presence in Europe,Australia and NewZealand.See Item 2Properties for further geographical detail on our rental network.In 2023,based on ourclassification of the vertical market segments in w

157、hich our equipment was used:Industrial and other non-construction rentals represented approximately 49 percent of our rentalrevenue,primarily reflecting rentals to manufacturers,energy companies,chemical companies,papermills,railroads,shipbuilders,utilities,retailers and infrastructure entities;Comm

158、ercial construction rentals represented approximately 46 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;andResidential rentals represented approximatel

159、y five percent of our rental revenue,primarily reflectingrentals of equipment for the construction and renovation of homes.Based on industry estimates from the ARA,2023 North American equipment rental industry revenuegrew an estimated 12 percent year-over-year.In 2023,our full year rental revenue in

160、creased by 19.3 percentyear-over-year,which included the impact of the Ahern Rentals acquisition that was completed in December2022 and is discussed in note 4 to the consolidated financial statements.The impact of the Ahern Rentalsacquisition on our equipment rentals revenue is primarily reflected i

161、n the year-over-year increase in averageOEC of 21.9 percent for the year ended December 31,2023.On a pro forma basis including the pre-acquisition5results of Ahern Rentals,year-over-year,equipment rentals revenue increased 11.3 percent,primarily reflectingan increase in average OEC of 10.4 percent.O

162、ur estimated North American market share of approximately 15percent as of December 31,2023 did not change materially from our market share as of December 31,2022,which included the pre-acquisition revenue of Ahern Rentals as the acquisition was completed in 2022.Competitive AdvantagesWe believe that

163、 we benefit from the following competitive advantages:Large and Diverse Rental Fleet.Our large and diverse fleet allows us to serve large customers thatrequire substantial quantities and/or wide varieties of equipment.We believe our ability to serve such customersshould allow us to improve our perfo

164、rmance 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

165、 repair and maintenance expense and can anticipate,based on our extensiveexperience with a large and diverse fleet,the optimum time to dispose of an asset.Significant Purchasing Power.We purchase large amounts of equipment,contractor supplies and otheritems,which enables us to negotiate favorable pr

166、icing,warranty and other terms with our vendors.National Account Program.Our national account sales force is dedicated to establishing and expandingrelationships with large companies,particularly those with a national or multi-regional presence.Nationalaccounts are generally defined as customers wit

167、h potential annual equipment rental spend of at least$500,000or customers doing business in multiple states.We offer our national account customers the benefits of aconsistent level of service across North America,a wide selection of equipment and a single point of contact forall their equipment nee

168、ds.National accounts are a subset of key accounts,which are our accounts that aremanaged by a single point of contact.Establishing a single point of contact for our key accounts helps usprovide customer service management that is more consistent and satisfactory.Operating Efficiencies.We benefit fro

169、m the following operating efficiencies:Equipment Sharing Among Branches.Each branch within a region can access equipment locatedelsewhere in the region.This fleet sharing increases equipment utilization because equipment that isidle at one branch can be marketed and rented through other branches.Add

170、itionally,fleet sharingallows us to be more disciplined with our capital spend.Customer Care Center.We have a Customer Care Center(CCC)in Charlotte,North Carolina thathandles all telephone calls to our customer service telephone line,1-800-UR-RENTS.The CCChandles many of the 1-800-UR-RENTS telephone

171、 calls without having to route them to individualbranches,and allows us to provide a more uniform quality experience to customers,manage fleetsharing more effectively and free up branch employee time.Consolidation of Common Functions.We reduce costs through the consolidation of functions thatare com

172、mon to our branches,such as accounts payable,payroll,benefits and risk management,information technology and credit and collection.Our information technology systems,some of which are proprietary and some of which are licensed,support our operations.Our information technology infrastructure facilita

173、tes our ability to make rapid andinformed 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.Our information technology systems are accessible to management,branch

174、and call center personnel.Leveraging information technology to achieve greater efficiencies and improve customer service is a criticalelement of our strategy.Each branch is equipped with one or more workstations that are electronically linked toour other locations and to our data center.Rental trans

175、actions can be entered at these workstations,or throughvarious mobile applications,to be processed on a real-time basis.6Our information technology systems:enable branch personnel to(i)determine equipment availability,(ii)access all equipment within ageographic region and arrange for equipment to be

176、 delivered from anywhere in the region directly tothe customer,(iii)monitor business activity on a real-time basis and(iv)obtain customized reportson a wide range of operating and financial data,including equipment utilization,rental rate trends,maintenance histories and customer transaction histori

177、es;allow our mobile sales and service team members to support our customers efficiently while in thefield;permit customers to access and manage their accounts online;andallow management to obtain a wide range of operational and financial data.We have a fully functional back-up facility designed to e

178、nable business continuity for our core rental andfinancial systems in the event that our main computer facility becomes inoperative.This back-up facility alsoallows us to perform system upgrades and maintenance without interfering with the normal ongoing operationof our information technology system

179、s.Strong Brand Recognition.As the largest equipment rental company in the world,we have strong brandrecognition,which helps us attract new customers and build customer loyalty.Geographic and Customer Diversity.We primarily operate in the United States and Canada,and have alimited presence in Europe,

180、Australia and New Zealand,and our global branch network includes 1,584 rentallocations.See Item 2Properties for further geographical detail on our branch network.Our North Americannetwork operates in 49 U.S.states and every Canadian province,and serves customers that range from Fortune500 companies

181、to small businesses and homeowners.We believe that our geographic and customer diversityprovides 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

182、marketsacross North America;andreducing our dependence on any particular customer.Our foreign operations are subject to the risks normally associated with international operations.Theseinclude(i)the need to convert currencies,which could result in a gain or loss depending on fluctuations inexchange

183、rates and(ii)the need to comply with foreign laws and regulations,as well as U.S.laws andregulations applicable to our operations in foreign jurisdictions.For additional financial information regardingour geographic diversity,see note 5 to our consolidated financial statements.Strong and Motivated B

184、ranch Management.Each of our full-service branches has a manager who issupervised by a district manager.We believe that our managers are among the most knowledgeable andexperienced in the industry,and we empower them,within budgetary guidelines,to make day-to-day decisionsconcerning branch matters.E

185、ach regional office has a management team that monitors branch,district andregional performance with extensive systems and controls,including performance benchmarks and detailedmonthly operating reviews.Risk Management and Safety Programs.Our risk management department is staffed by experiencedprofe

186、ssionals directing the procurement of insurance,managing claims made against the Company,anddeveloping loss prevention programs to address workplace safety,driver safety and customer safety.Thedepartments primary focus is on the protection of our employees and assets,as well as protecting the Compan

187、yfrom liability for accidental loss.7Segment InformationWe have two reportable segments general rentals and specialty.Segment financial information ispresented in note 5 to our consolidated financial statements.The general rentals segment includes the rental of construction,aerial and industrial equ

188、ipment,generaltools and light equipment,and related services and activities.The general rentals segments customers includeconstruction and industrial companies,manufacturers,utilities,municipalities and homeowners.The generalrentals segment reflects the aggregation of four geographic divisionsCentra

189、l,Northeast,Southeast and Westand operates throughout the United States and Canada.The specialty segment rents products(and provides setup and other services on such rented equipment)including(i)trench safety equipment,such as trench shields,aluminum hydraulic shoring systems,slide rails,crossing pl

190、ates,construction lasers and line testing equipment for underground work,(ii)power and HVACequipment,such as portable diesel generators,electrical distribution equipment,and temperature controlequipment,(iii)fluid solutions equipment primarily used for fluid containment,transfer and treatment,and(iv

191、)mobile storage equipment and modular office space.The specialty segments customers include constructioncompanies involved in infrastructure projects,municipalities and industrial companies.This segment primarilyoperates in the United States and Canada,and has a limited presence in Europe,Australia

192、and New Zealand.Products and ServicesOur principal products and services are described below.Equipment Rental.We offer for rent approximately 4,800 classes of rental equipment on an hourly,daily,weekly or monthly basis.The types of equipment that we offer include general construction and industriale

193、quipment;aerial work platforms;trench safety equipment;power and HVAC equipment;fluid solutionsequipment;mobile storage equipment and modular office space;and general tools and light equipment.Sales of Rental Equipment.We routinely sell used rental equipment and invest in new equipment inorder to ma

194、nage repair and maintenance costs,as well as the composition and size of our fleet.We also sell usedequipment in response to customer demand for the equipment.Consistent with the life-cycle approach we use tomanage our fleet,the rate at which we replace used equipment with new equipment depends on a

195、 number offactors,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

196、 canaccess many resale markets across our network;at auction;through brokers;and directly to manufacturers.Wealso sell used equipment through our website,which includes an online database of used equipment availablefor sale.Sales of New Equipment.We sell equipment such as aerial lifts,reach forklift

197、s,telehandlers,compressorsand generators from many leading equipment manufacturers.The type of new equipment that we sell varies bylocation.Contractor Supplies Sales.We sell a variety of contractor supplies including construction consumables,tools,small equipment and safety supplies.Service and Othe

198、r Revenues.We offer repair and maintenance services and sell parts for equipment thatis owned by our customers.CustomersOur customer base is highly diversified and ranges from Fortune 500 companies to small businesses andhomeowners.Our customer base varies by branch and is determined by several fact

199、ors,including the equipment8mix 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 commerci

200、al buildings,warehouses,industrial and manufacturing plants,office parks,airports,residential developments andother facilities;industrial companiessuch as manufacturers,chemical companies,paper mills,railroads,shipbuilders and utilitiesthat use equipment for plant maintenance,upgrades,expansion andc

201、onstruction;municipalities that require equipment for a variety of purposes;andhomeowners and other individuals that use equipment for projects that range from simple repairs tomajor renovations.Our business is seasonal,with demand for our rental equipment tending to be lower in the winter months.Sa

202、les and MarketingWe 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 areresponsible for calling on existing and potential customers as well as assisting our customers in planni

203、ng fortheir equipment needs.We have ongoing programs for training our employees in sales and service skills and onstrategies for maximizing the value of each transaction.National Account Program.Our national account sales force is dedicated to establishing and expandingrelationships with large custo

204、mers,particularly those with a national or multi-regional presence.Our nationalaccount team closely coordinates its efforts with the local sales force in each area.Online Rental Platform(UROne).Our customers can check equipment availability and pricing,andreserve equipment online,24 hours a day,seve

205、n days a week,by accessing our equipment catalog and usedequipment listing,which can be found at .Our customers can also use our UR Controlapplication to actively manage their rental process and access real-time reports on their business activity withus.Total Control.We utilize a proprietary softwar

206、e application,Total Control,which provides our keycustomers with a single in-house software application that enables them to monitor and manage all theirequipment needs.This software can be integrated into the customers enterprise resource planning system.TotalControlis a unique customer offering th

207、at enables us to develop strong,long-term relationships with our largercustomers.Advertising.We promote our business through local and national advertising across marketing channels,including digital media(including organic and paid search),customer engagement(lifecycle marketing anddirect mail),tel

208、evision(connected and linear),trade publications(digital and print),earned media,tradeshowsand sponsorships.SuppliersOur strategic approach with respect to our suppliers is to maintain the minimum number of suppliers percategory of equipment that can satisfy our anticipated volume and business requi

209、rements.This approach isdesigned to ensure that the terms we negotiate are competitive and that there is sufficient product available tomeet anticipated customer demand.We utilize a comprehensive selection process to determine our equipmentvendors.We consider product capabilities and industry positi

210、on,the terms being offered,product liabilityhistory,customer acceptance and financial strength.We believe we have sufficient alternative sources of supplyavailable for each of our major equipment categories.For a discussion of the risks associated with potential9supply chain disruptions,see Item 1A-

211、Risk Factors(“Operational Risks-Disruptions in our supply chain couldresult in adverse effects on our results of operations and financial performance).CompetitionWe primarily operate in the United States and Canada,and have a limited presence in Europe,Australiaand New Zealand.The North American equ

212、ipment rental industry is highly fragmented and competitive.As thelargest equipment rental company in the industry,we estimate that we have an approximate 15 percent marketshare in North America based on 2023 total equipment rental industry revenues as measured by the ARA.Estimated market share is c

213、alculated by dividing our total 2023 North American rental revenue by ARAsforecasted 2023 industry revenue.Our competitors primarily include small,independent businesses with one ortwo rental locations;regional competitors that operate in one or more states;public companies or divisions ofpublic com

214、panies that operate nationally or internationally;and equipment vendors and dealers who both selland rent equipment directly to customers.We believe we are well positioned to take advantage of thisenvironment because,as a larger company,we have more resources and certain competitive advantages overo

215、ur smaller competitors.These advantages include greater purchasing power,the ability to provide customerswith a broader range of equipment and services,and greater flexibility to transfer equipment among locations inresponse to,and in anticipation of,customer demand.The fragmented nature of the indu

216、stry and our relativelysmall market share,however,may adversely impact our ability to mitigate rental rate pressure.See IndustryOverview and Economic Outlook above for a discussion of our end-markets.Environmental and Safety RegulationsOur operations are subject to numerous laws governing environmen

217、tal protection and occupational healthand safety matters.These laws regulate issues such as wastewater,storm water,solid and hazardous wastes andmaterials,and air quality.Our operations generally do not raise significant environmental risks,but we use andstore hazardous materials as part of maintain

218、ing our rental equipment fleet and the overall operations of ourbusiness,dispose of solid and hazardous waste and wastewater from equipment washing,and store and dispensepetroleum products from storage tanks at certain locations.Under environmental and safety laws,we may beliable for,among other thi

219、ngs,(i)the costs of investigating and remediating contamination at our sites as well assites to which we send hazardous wastes for disposal or treatment,regardless of fault,and(ii)fines andpenalties for non-compliance.We incur ongoing expenses associated with the performance of appropriateinvestigat

220、ion and remediation activities at certain locations.EmployeesApproximately 7,400 of our employees are salaried and approximately 18,900 are hourly.Collectivebargaining agreements relating to approximately 153 separate locations cover approximately 1,800 of ouremployees.We monitor employee satisfacti

221、on through ongoing surveys and consider our relationship with ouremployees to be good.Available InformationWe make our annual reports on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-Kand amendments to these reports,as well as our other SEC filings,available on our website,free

222、of charge,assoon as reasonably practicable after they are electronically filed with or furnished to the SEC.Our websiteaddress is .The information contained on our website is not incorporated by reference inthis document.Item 1A.Risk FactorsOur business,results of operations and financial condition

223、are subject to numerous risks and uncertainties.In connection with any investment decision with respect to our securities,you should carefully consider thefollowing risk factors,as well as the other information contained in this report and our other filings with the10SEC.Additional risks and uncerta

224、inties not presently known to us or that we currently deem immaterial mayalso 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 tradingvalue of o

225、ur securities.Industry and Economic RisksChallenging economic conditions and the occurrence of unforeseen or catastrophic events,including publichealth crises and epidemics,have in the past adversely impacted,and may in the future adversely impact,us,our customers or our suppliers and in turn advers

226、ely affect our business,revenues and operating results.Our business has been and may in the future be adversely affected by economic conditions in the UnitedStates and globally.A worsening of economic conditions,in particular with respect to North Americanconstruction and industrial activities,could

227、 cause weakness in our end-markets and adversely affect ourrevenues and operating results.Our general rental equipment and specialty equipment are used in connectionwith private non-residential construction and industrial activities.In the past,weakness in our end-markets hasled to a decrease in the

228、 demand for our equipment and in the rates we realized.Such decreases have adverselyaffected our operating results by causing our revenues to decline and,because certain of our costs are fixed,ouroperating margins to be reduced.In addition,the following factors,among others,could adversely impact us

229、,our customers or oursuppliers and in turn adversely affect our revenues and operating results:a decrease in expected levels of infrastructure spending;a lack of availability of credit;excess fleet in the equipment rental industry;a decrease in the level of exploration,development,production activit

230、y and capital spending by oiland natural gas companies;an increase in costs,including the cost of construction materials,as a result of inflation or otherfactors;an increase in interest rates;instability in macroeconomic conditions;adverse weather conditions,which may temporarily affect a particular

231、 region;a prolonged shutdown of the U.S.government;public health crises and epidemics(or concerns over the possibility of such a health crisis orepidemic),such as COVID-19;supply chain disruptions;terrorism or hostilities involving the United States,Canada,Europe,Australia or New Zealand;geopolitica

232、l conflicts,such as Russias invasion of Ukraine and the conflict in the Middle East,andthe resultant sanctions and other measures imposed in response;orother unforeseen or catastrophic events.These factors have in the past,and could in the future,among other things,cause weakness in our end-markets

233、and impact customer demand for equipment rentals,reduce the availability and productivity of ouremployees,increase our costs,result in delayed payments from our customers and uncollectible accounts,impact previously announced strategic plans or impact our ability to access funds from financial insti

234、tutions andcapital markets on terms favorable to us,or at all.11Trends in oil and natural gas prices could adversely affect the level of exploration,development andproduction activity of certain of our customers and the demand for our services and products.Demand for our services and products is sen

235、sitive to the level of exploration,development and productionactivity of,and the corresponding capital spending by,oil and natural gas companies,including national oilcompanies,regional exploration and production providers,and related service providers.The level ofexploration,development and product

236、ion 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 potentially large fluctuations in response to relatively minorchanges in the supply of and demand fo

237、r oil and natural gas,market uncertainty,and a variety of othereconomic factors that are beyond our control.Any prolonged reduction in oil and natural gas prices will depressthe immediate levels of exploration,development and production activity,which could have an adverse effecton our business,resu

238、lts of operations and financial condition.Even the perception of longer-term lower oil andnatural gas prices by oil and natural gas companies and related service providers can similarly reduce or defermajor expenditures by these companies and service providers given the long-term nature of many larg

239、e-scaledevelopment projects.Additionally,potential climate change regulation,including a potential carbon tax,couldadversely affect the level of exploration,development and production activity of certain of our customers andthe demand for our services and products.See“Operational RisksClimate change

240、,climate change regulationsand greenhouse effects may materially adversely impact our operations and markets.”Our industry is highly competitive,and competitive pressures have in the past led,and could lead again inthe future,to a decrease in our market share or in the prices that we can charge.The

241、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,national and global companies or divisions of national and global companies,and equipment vendo

242、rs anddealers who both sell and rent equipment directly to customers.We may in the future encounter increasedcompetition from our existing competitors or from new competitors.Competitive pressures have in the pastadversely affected,and could again in the future adversely affect,our revenues and oper

243、ating results by,amongother things,decreasing our rental volumes,depressing the prices that we can charge or increasing our costs toretain employees.Increases in fuel costs or reduced supplies of fuel have in the past harmed,and could in the future againharm,our business.We believe that one of our c

244、ompetitive advantages is the mobility of our fleet.Accordingly,our businessin the past has been,and in the future could be,adversely affected by limitations on fuel supplies or significantincreases in fuel prices that result in higher costs to us for transporting equipment from one branch to another

245、branch.Although we have used,and may continue to use,futures contracts to hedge against fluctuations in fuelprices,a significant or protracted price fluctuation or disruption of fuel supplies could have a material adverseeffect on our financial condition and results of operations.Additionally,potent

246、ial climate change regulation,including a potential carbon tax,could increase the overall cost of fuel to us and have a material adverse effecton us.See“Operational RisksClimate change,climate change regulations and greenhouse effects maymaterially adversely impact our operations and markets.”Risks

247、Related to our Indebtedness and LiquidityOur significant indebtedness exposes us to various risks.At December 31,2023,our total indebtedness was$11.5 billion.Our significant indebtedness couldadversely affect our business,results of operations and financial condition in a number of ways by,among oth

248、erthings:increasing our vulnerability to,and limiting our flexibility to plan for,or react to,adverse economic,industry or competitive developments;12making it more difficult to pay or refinance our debts as they become due during periods of adverseeconomic,financial market or industry conditions;re

249、quiring us to devote a substantial amount of our cash flow to debt service,reducing the fundsavailable for other purposes,including funding working capital,capital expenditures,acquisitions,execution of our growth strategy and other general corporate purposes,or otherwise constraining ourfinancial f

250、lexibility;restricting our ability to move operating cash flows to Holdings.URNAs payment capacity isrestricted under the covenants in our senior secured asset-based revolving credit facility(“ABLfacility”),our senior secured term loan credit facility(“term loan facility”)and the indenturesgoverning

251、 URNAs outstanding senior notes;affecting our ability to obtain additional financing for working capital,acquisitions or otherpurposes,particularly since substantially all of our assets are subject to security interests relating toexisting indebtedness;decreasing our profitability or cash flow;causi

252、ng us to be less able to take advantage of significant business opportunities,such as acquisitionopportunities,and to react to changes in market or industry conditions;causing us to be disadvantaged compared to competitors with less debt and lower debt servicerequirements;resulting in a downgrade in

253、 our credit rating or the credit ratings of any of the indebtedness of oursubsidiaries,which could increase the cost of further borrowings;requiring our debt to become due and payable upon a change in control;andlimiting our ability to borrow additional monies in the future to fund working capital,c

254、apitalexpenditures and other general corporate purposes.A portion of our indebtedness bears interest at variable rates that are linked to changing market interestrates.As a result,increases in market interest rates increase our interest expense and our debt serviceobligations.At December 31,2023,we

255、had$3.6 billion of indebtedness that bore interest at variable rates.As ofDecember 31,2023,our variable rate indebtedness represented 31 percent of our total indebtedness.SeeItem 7AQuantitative and Qualitative Disclosures About Market Risk for additional information related tointerest rate risk.To s

256、ervice our indebtedness,we will require a significant amount of cash and our ability to generate cashdepends on many factors beyond our control.We depend on cash on hand and cash flows from operations to make scheduled debt payments.To asignificant extent,our ability to do so is subject to general e

257、conomic,financial,competitive,legislative,regulatory and other factors that are beyond our control.We may not be able to generate sufficient cash flowfrom operations to repay our indebtedness when it becomes due and to meet our other cash needs.If we areunable to service our indebtedness and fund ou

258、r operations,we will have to adopt an alternative strategy thatmay include:reducing or delaying capital expenditures;limiting our growth;seeking additional capital;selling assets;orrestructuring or refinancing our indebtedness.13Even if we adopt an alternative strategy,the strategy may not be succes

259、sful and we may continue to beunable to service our indebtedness and fund our operations.We may not be able to refinance our indebtedness on favorable terms,or at all.Our inability to refinance ourindebtedness could materially and adversely affect our liquidity and our ongoing results of operations.

260、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 andother factors beyond our control.In addition,prevailing interest rates or other factors

261、at the time of refinancingcould increase our interest expense.A refinancing of our indebtedness could also require us to comply withmore onerous covenants and further restrict our business operations.Our inability to refinance our indebtednessor to do so upon attractive terms could materially and ad

262、versely affect our business,prospects,results ofoperations,financial condition and cash flows,and make us vulnerable to adverse industry and generaleconomic conditions.We may be able to incur substantially more debt and take other actions that could diminish our ability tomake payments on our indebt

263、edness when due,which could further exacerbate the risks associated with ourcurrent level of indebtedness.Despite our indebtedness level,we may be able to incur substantially more indebtedness in the future andsuch indebtedness may be secured indebtedness.The indentures and other agreements governin

264、g our currentindebtedness permit us to recapitalize our debt or take a number of other actions,any of which could diminishour ability to make payments on our indebtedness when due and further exacerbate the risks associated with ourcurrent level of indebtedness.If new debt is added to our or any of

265、our existing and future subsidiaries currentdebt,the related risks that we now face could intensify and we may not be able to meet all of our debtobligations.If we are unable to satisfy the financial covenant or comply with other covenants in certain of our debtagreements,our lenders could elect to

266、terminate the agreements and require us to repay the outstandingborrowings,or we could face other substantial costs.We rely on our ABL facility and accounts receivable securitization facility to provide liquidity for ourbusiness,including to fund capital expenditures,acquisitions,operating expenses

267、and other liquidity needs.Theonly financial covenant that currently exists under the ABL facility is the fixed charge coverage ratio.Subject tocertain limited exceptions specified in the ABL facility,the fixed charge coverage ratio covenant under the ABLfacility will only apply in the future if spec

268、ified availability under the ABL facility falls below 10 percent of themaximum revolver amount under the ABL facility.When certain conditions are met,cash and cash equivalentsand borrowing base collateral in excess of the ABL facility size may be included when calculating specifiedavailability under

269、 the ABL facility.As of December 31,2023,specified availability under the ABL facilityexceeded the required threshold and,as a result,this financial covenant was inapplicable.Under our accountsreceivable securitization facility,we are required,among other things,to maintain certain financial tests r

270、elatingto:(i)the default ratio,(ii)the delinquency ratio,(iii)the dilution ratio and(iv)days sales outstanding.Theaccounts receivable securitization facility also requires us to comply with the fixed charge coverage ratio underthe ABL facility,to the extent the ratio is applicable under the ABL faci

271、lity.If we are unable to satisfy thefinancial covenant under the ABL facility or the financial tests under the accounts receivable securitizationfacility or comply with any of the other relevant covenants under the applicable agreement,the lenders couldelect to terminate the ABL facility and/or the

272、accounts receivable securitization facility and require us to repayoutstanding borrowings.In such event,unless we are able to refinance the indebtedness coming due and replacethe ABL facility and/or the accounts receivable securitization facility,we would likely not have sufficientliquidity for our

273、business needs and would be forced to adopt an alternative strategy.Even if we adopt analternative strategy,the strategy may not be successful and we may not have sufficient liquidity to service ourdebt and fund our operations.Future debt arrangements we enter into may contain similar financial cove

274、nantprovisions.14Restrictive covenants in certain of the agreements and instruments governing our indebtedness mayadversely affect our financial and operational flexibility.In addition to the financial covenant and other financial tests,various other covenants in the ABL facility,term loan facility,

275、accounts receivable securitization facility and the other agreements governing our debtimpose significant operating and financial restrictions on us and our restricted subsidiaries.Such covenantsinclude,among other things,limitations on:(i)liens;(ii)indebtedness;(iii)mergers,consolidations andacquis

276、itions;(iv)sales,transfers and other dispositions of assets;(v)loans and other investments;(vi)dividendsand other distributions,stock repurchases and redemptions and other restricted payments;(vii)dividends,otherpayments and other matters affecting subsidiaries;(viii)transactions with affiliates;and

277、(ix)issuances ofpreferred stock of certain subsidiaries.Future debt agreements we enter into may include similar provisions.These restrictions may cause us to suspend or cease the payment of dividends.These restrictions mayalso make more difficult or discourage a takeover of us,whether favored or op

278、posed by our management and/orour Board of Directors.Our ability to comply with these covenants may be affected by events beyond our control,and anymaterial deviations from our forecasts could require us to seek waivers or amendments of covenants oralternative sources of financing,or to reduce expen

279、ditures.We cannot guarantee that such waivers,amendmentsor 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 would result in an eventof default.Such a default could allow our debt h

280、olders to accelerate repayment of the related debt,as well asany other debt to which a cross-acceleration or cross-default provision applies,and/or to declare all borrowingsoutstanding under these agreements to be due and payable.If our debt is accelerated,our assets may not besufficient to repay su

281、ch debt.The amount of borrowings permitted under our ABL facility may fluctuate significantly,which mayadversely 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 periodicborrowing base valuation of

282、 the collateral thereunder.As a result,our access to credit under our ABL facility ispotentially subject to significant fluctuations depending on the value of the borrowing base of eligible assets asof any measurement date,as well as certain discretionary rights of the agent in respect of the calcul

283、ation of suchborrowing base value.The inability to borrow under our ABL facility,or limitations on the amounts we canborrow 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 r

284、eceivable securitization facility forcash to operate our business,which subjects us to market and counterparty risk,some of which is beyond ourcontrol.In addition to cash we generate from our business,our principal existing sources of cash are borrowingsavailable under the ABL facility and the accou

285、nts receivable securitization facility.If our access to suchfinancing was unavailable or reduced,or if such financing were to become significantly more expensive for anyreason,we may not be able to fund daily operations,which would cause material harm to our business or couldaffect our ability to op

286、erate our business as a going concern.In addition,if certain of our lenders experiencedifficulties that render them unable to fund future draws on the facilities,we may not be able to access all or aportion of these funds,which could have similar adverse consequences.If we are unable to obtain addit

287、ional capital as required,we may be unable to fund the capital outlaysrequired for the success of our business.If the cash that we generate from our business,together with cash that we may borrow under the ABLfacility and accounts receivable securitization facility,is not sufficient to fund our capi

288、tal requirements,we willrequire additional debt and/or equity financing.However,we may not succeed in obtaining the requisiteadditional financing or such financing may include terms that are not satisfactory to us.We may not be able to15obtain additional debt financing as a result of prevailing inte

289、rest rates or other factors,including the presence ofcovenants or other restrictions under the ABL facility and/or other agreements governing our debt.In the eventwe seek to obtain equity financing,our stockholders may experience dilution as a result of the issuance ofadditional equity securities.Th

290、is dilution may be significant depending upon the amount of equity securitiesthat we issue and the prices at which we issue such securities.If we are unable to obtain sufficient additionalcapital in the future,we may be unable to fund the capital outlays required for the success of our business,incl

291、uding those relating to purchasing equipment,growth plans and refinancing existing indebtedness.Risks Related to our Strategic Transactions and InvestmentsOur growth strategies may be unsuccessful if we are unable to identify and complete future acquisitions andsuccessfully integrate acquired busine

292、sses or assets.We have historically achieved a significant portion of our growth through acquisitions and we willcontinue to consider potential acquisitions on a selective basis.From time to time we have also approached,orhave been approached by,other public companies or large privately-held compani

293、es to explore consolidationopportunities.There can be no assurance that we will be able to identify suitable acquisition opportunities in thefuture or that we will be able to consummate any such transactions on terms and conditions acceptable to us.Acquisitions entail certain risks,including:unrecor

294、ded liabilities of acquired companies and unidentified issues with acquired companies oracquired assets that we fail to discover during our due diligence investigations or that are not subjectto indemnification or reimbursement by the seller;greater than expected expenses,such as the need to obtain

295、additional debt or equity financing for anytransaction;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 wh

296、ich we have no orlimited experience;difficulty in assimilating the operations and personnel of an acquired company,or acquired assets,within our existing operations,including the consolidation of corporate and administrative functions;difficulty in integrating marketing,information technology and ot

297、her systems;difficulty in conforming standards,controls,procedures and policies,business cultures andcompensation structures;difficulty in identifying and eliminating redundant and underperforming operations and assets;loss of key employees of the acquired company;operating inefficiencies that have

298、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;andstrains on management and other personnel time and resources to evaluate,negotiate and integrateacquisitio

299、ns.Our failure to address these risks or other problems encountered in connection with any past or futureacquisition could cause us to fail to realize the anticipated benefits of the acquisitions over the timeframe weexpect,or at all,cause us to incur unanticipated liabilities or harm our existing o

300、perations or our businessgenerally.In addition,if we are unable to successfully integrate our acquisitions with our existing business,wemay not obtain the advantages that the acquisitions were intended to create,which may materially and adversely16affect our business,results of operations,financial

301、condition,cash flows,our ability to introduce new servicesand products and the market price of our stock.We would expect to pay for any future acquisitions using cash,capital stock,net proceeds from theissuance of notes,borrowings under our credit facilities and/or assumption of indebtedness.To the

302、extent thatour 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 financedacquisitions by issuing convertible debt or equity securities,or the risks

303、associated with debt incurrence.If we determine that our goodwill has become impaired,we may incur impairment charges,which wouldnegatively impact our operating results.At December 31,2023,we had$5.9 billion of goodwill on our consolidated balance sheet.Goodwillrepresents the excess of cost over the

304、 fair value of net assets acquired in business combinations.We assesspotential impairment of our goodwill at least annually.Impairment may result from significant changes in themanner of use of the acquired assets,negative industry or economic trends and/or significant underperformancerelative to hi

305、storic or projected operating results.For a discussion of our goodwill impairment testing,see“Critical Accounting Policies-Evaluation of Goodwill Impairment”in Part II,Item 7-Managements Discussionand Analysis of Financial Condition and Results of Operations.Risks Related to our SecuritiesOur operat

306、ing 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 anumber of factors,which could adversely affect the trading value of our securities.These factors,in addition togen

307、eral 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

308、 in the rate at which we sell our used equipment;excess fleet in the equipment rental industry;changes in private non-residential construction spending or government funding for infrastructureand other construction projects;changes in demand for,or utilization of,our equipment or in the prices we ch

309、arge due to changes ineconomic conditions,including rising inflation,competition or other factors;changes in customer,fleet,geographic and segment mix;commodity price pressures and the resultant increase in the cost of fuel and steel to our equipmentsuppliers,which can result in increased equipment

310、costs for us;cost increases as a result of inflation;other cost fluctuations,such as costs for employee-related compensation and healthcare benefits;labor shortages and/or disputes,work stoppages or other labor difficulties;potential enactment of new legislation affecting our operations or labor rel

311、ations;supply chain or other disruptions that impact our ability to obtain equipment and other supplies forour business from our key suppliers on acceptable terms or at all;completion of acquisitions,divestitures or recapitalizations;increases in interest rates and related increases in our interest

312、expense and our debt serviceobligations;17the possible need,from time to time,to record goodwill impairment charges or other write-offs orcharges due to a variety of occurrences,such as the adoption of new accounting standards,theimpairment of assets,rental location divestitures,dislocation in the e

313、quity and/or credit markets,consolidations or closings,restructurings,the refinancing of existing indebtedness or the buy-out ofequipment leases;andcurrency risks and other risks associated with international operations.Our common stock price has fluctuated significantly and may continue to do so in

314、 the future.Our common stock price has fluctuated significantly and may continue to do so in the future for a numberof reasons,including:fluctuations in the results of our operations and general conditions in the economy,our market,andthe markets served by our customers;announcements of developments

315、 related to our business;market perceptions of any proposed merger or acquisition and the likelihood of our involvement inother merger and acquisition activity;variations in our revenues,gross margins,earnings or other financial results from investorsexpectations;departure of key personnel;purchases

316、 or sales of large blocks of our stock by institutional investors or transactions by insiders;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 programs;changes

317、in our dividend policy;andthe 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,thefluctuations have been unrelated to the operating performance of the affected companies.As

318、 a result,the priceof 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 share repurchase programsor that our share repurchase programs will enhance long-term stockholder value.Share

319、repurchases couldalso increase the volatility of the price of our common stock and could diminish our cash reserves.In October 2022,our Board of Directors authorized a share repurchase program.Under the program,weare authorized to repurchase shares of common stock for an aggregate purchase price not

320、 to exceed$1.25billion,excluding fees,commissions and other ancillary expenses.We have completed$1.0 billion ofrepurchases under the program as of December 31,2023,and expect to complete the program in the first quarterof 2024.On January 24,2024,our Board of Directors authorized a new$1.5 billion sh

321、are repurchase program.We plan to begin repurchases under the new program following the planned completion of the existing$1.25billion share repurchase program in the first quarter of 2024,and intend to purchase$1.25 billion under the newprogram in 2024 and then complete the program by the end of th

322、e first quarter of 2025.Although the Board of Directors has authorized the share repurchase programs,the share repurchaseprograms do not obligate the Company to repurchase any specific dollar amount or to acquire any specificnumber of shares.The timing and amount of repurchases,if any,will depend up

323、on several factors,includingmarket and business conditions,the trading price of the Companys common stock and the nature of otherinvestment opportunities.In August 2022,Congress passed the Inflation Reduction Act,which imposes a onepercent tax on stock repurchases,subject to certain adjustments,afte

324、r December 31,2022 by publicly traded18U.S.companies,including us,which may also impact our decision to engage in share repurchases.Also,ourability to repurchase shares of stock may be limited by restrictive covenants in our debt agreements.Therepurchase programs may be limited,suspended or disconti

325、nued at any time without prior notice.In addition,repurchases of our common stock pursuant to our share repurchase programs could affect our stock price andincrease its volatility.The existence of a share repurchase program could cause our stock price to be higher thanit would be in the absence of s

326、uch a program and could potentially reduce the market liquidity for our stock.Additionally,our share repurchase programs could diminish our cash reserves,which may impact our ability tofinance future growth,to continue to pay a dividend and to pursue possible future strategic opportunities andacquis

327、itions.There can be no assurance that any share repurchases will enhance stockholder value because themarket price of our common stock may decline below the levels at which we repurchased shares of stock.Although our share repurchase programs are intended to enhance long-term stockholder value,there

328、 is noassurance that they will do so and short-term stock price fluctuations could reduce the programs effectiveness.Our charter provisions,as well as other factors,may affect the likelihood of a takeover or change of controlof the Company.We have in place certain charter provisions that may have th

329、e effect of deterring hostile takeovers ordelaying 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

330、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 businesscombination,such as a merger or sale of assets,with any stockholder that,together with affiliates,owns 15percent or more of th

331、e corporations outstanding voting stock,which similarly could prohibit or delay theaccomplishment of a change of control transaction.In addition,under each of the ABL facility and the term loanfacility,a change of control(as defined in the applicable credit agreement)constitutes an event of default,

332、entitling our lenders to terminate the ABL facility or the term loan facility,as applicable,and require us to repayoutstanding borrowings.A change of control(as defined in the applicable agreement)is also a termination eventunder our accounts receivable securitization facility and under certain circ

333、umstances would require us to offer torepurchase our outstanding senior notes.As a result,the provisions of the agreements governing our debt alsomay affect the likelihood of a takeover or other change of control.We cannot make any guarantees with respect to payment of dividends on our common stock.The Board of Directors will regularly evaluate our capital allocation strategy and dividend policy,a