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1、ANNUAL REPORT2022UNITED RENTALS,INC.2022 ANNUAL REPORTWe marked our first 25 years in business by delivering the best financial performance in our history.Now we intend to raise the bar again in 2023.2022 was another year of strong demand for equipment rental services,driven by major tailwinds in ou
2、r end-markets.We leaned into that opportunity,continuing to invest in the business and growing rental revenue by double digits across our general rental and specialty segments.In December,we acquired Ahern Rentals at an ideal time to expand our resources.While the transaction had little impact on ou
3、r 2022 financial results,it enabled us to begin integrating approximately 2,100 employees,60,000 fleet units and over 100 branches at year-end,ahead of seasonal demand.The acquisition is consistent with our strategy to“grow the core”to capture market share;it increased our service capacity to 24,600
4、 employees and more than 1,500 branches.For the full year 2022,we reported record total revenue of$11.6 billion,GAAP diluted earnings per share of$29.65,and adjusted EPS1 of$32.50.Net income was$2.1 billion,at a margin of 18.1%.Adjusted EBITDA was also a record at$5.6 billion,at a margin of 48.3%1.W
5、e generated$4.4 billion of net cash from operating activities and$1.8 billion of free cash flow1 after investing$3.4 billion of gross capital expenditures in rental fleet.Our year-end return on invested capital(ROIC)set a new high-water mark at 12.7%.This was an improvement of 240 basis points year-
6、over-year.Our net leverage ratio was within our target range at 2.0 x,and our liquidity was essentially unchanged year-over-year at a robust$2.9 billion.Strong demand now and in the long-term Our current operating landscape has picked up where 2022 left off:ongoing growth in non-residential construc
7、tion activity,including in the industrial sector,and continued demand for our specialty solutions.The scale of the total opportunity is reflected in key industry indicators,including our customer confidence surveys,which indicate that contractors remain in expansion mode.Longer-term,the outlook for
8、our industry continues to be very favorable,driven by a number of tailwinds that we believe are largely independent of macro conditions.These include the secular shift toward renting equipment,the return of manufacturing to North America,investments in the energy and power sector and,notably,U.S.inf
9、rastructure spending and other government legislation.Letter to our StockholdersWe have a responsibility to step up our service to customers as their needs for equipment increase.Our expansive capacity and strong,people-centric culture are pillars of our growth strategy,and they receive our constant
10、 attention.In 2022,we grew our employee base by over 20%and strengthened the diversity of our organization.We also continued to invest in employee engagement and our best-in-class safety culture,with the result that the team delivered another excellent safety recordable rate for the year.We made goo
11、d progress with sustainability as well,including notable investments in zero-emission vehicles and rental fleet.Our goal is to reduce the greenhouse gas emissions intensity of our business by 35%by 2030,from 2018.In November,we deployed a new emissions tracking tool on our Total Control platform to
12、help our customers meet their own sustainability targets this tool is an industry-first,and it furthers our differentiation as both a partner and an innovator.Ultimately,we define success as operating in the best interests of our shareholders while also providing superior customer service at scale.W
13、e do this through operational excellence and a balanced capital allocation strategy that provides multiple levers we use to adjust for operating conditions,including acquisitions and organic expansion,fleet size and mix,and technology developments.While its important to have this flexibility,we also
14、 have a durable business model that allows us to leverage our strengths.In January of this year,it was gratifying to announce the reactivation of our share repurchase program and the initiation of a quarterly dividend program.These two decisions will return a total$1.4 billion of capital to holders
15、of our common stock this year.Outlook Based on our continued momentum,we issued 2023 guidance that reflects our expectations for total revenue of$13.7 billion to$14.2 billion,and adjusted EBITDA of$6.6 billion to$6.85 billion.Our outlook anticipates net rental capex of$2.0 billion to$2.25 billion,af
16、ter a gross capex investment of$3.3 billion to$3.55 billion in fleet.We expect to generate net cash from operating activities of$4.4 billion to$4.8 billion,and free cash flow of$2.1 billion to$2.35 billion.As our company officially enters its next quarter century in business,were proud of the legacy
17、 Team United has already established financial,operational and cultural leadership underscored by a determination to always do better.Well continue to convert strong growth into compelling returns for our investors as we explore every avenue for value creation.March 22,2023Matthew J.Flannery Chief E
18、xecutive 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 Opera
19、tions”section in the accompanying Annual Report on Form 10-K for the year ended December 31,2022,and in our fiscal 2022 earnings press release furnished on Form 8-K with the Securities and Exchange Commission on January 25,2023.Net income margin and adjusted EBITDA margin represent net income or adj
20、usted EBITDA divided by total revenue.Board 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)Chief Operating Officer U.S.Food&F
21、acilitiesAramark 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 Cumulus Media,Inc.Gracia Martor
22、e(1,2)DirectorShiv Singh(1,3,4)Chief Marketing&Customer Experience OfficerLendingTree,Inc.Executive OfficersMatthew J.Flannery President and Chief Executive OfficerWilliam E.“Ted”Grace Executive Vice President and Chief Financial OfficerDale A.Asplund Executive Vice President Chief Operating Officer
23、Craig A.Pintoff Executive Vice President Chief Administrative OfficerAndrew B.Limoges Vice President,Controller and Principal Accounting OfficerSenior Vice PresidentsRobert C.Bower Senior Vice President West DivisionChris A.Burlog Senior Vice President Central DivisionMichael G.Cloer Senior Vice Pre
24、sident Southeast DivisionMichael D.Durand Senior Vice President Sales and OperationsJoli L.Gross Senior Vice President,General Counsel and Corporate SecretaryAnthony S.Leopold Senior Vice President Strategy and DigitalKenneth B.Mettel Senior Vice President Performance AnalyticsIrene Moshouris Senior
25、 Vice President TreasurerKevin 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 President Planning and AnalysisAlfredo E.Barquin Vice Presiden
26、t Business DevelopmentChristopher P.Carmolingo Vice President Service and MaintenanceJohn J.Fahey Vice President Internal AuditRobert N.Halsey Vice President MarketingDaniel T.Higgins Vice President Chief Information OfficerMitchell J.Holder Vice President Total RewardsBrent R.Kuchynka Vice Presiden
27、t Corporate Fleet ManagementCristina Madry Vice President Health,Safety and Employee RelationsTy“TJ”Mahoney Vice President Supply ChainErin C.Neumann Vice President Operations ExcellenceAndre L.Powell Vice President FinanceMichael V.Sala Vice PresidentTax and Real EstateCraig A.Schmidt Vice Presiden
28、tNational AccountsDaniel C.Sparks Vice President Sales Operations and SupportRegional Vice PresidentsJason C.Barba Vice President Carolinas RegionLeland J.Burton Vice President Industrial RegionRyan R.Eaton Vice President Midwest RegionJohn“Scott”Fisher Vice President Western Canada RegionRon D.Grof
29、f Vice President Northwest Region Todd M.Hayes Vice President Trench Safety RegionAntwan J.Houston Vice President Tools SolutionsJohn J.Humphrey Vice President Mid-Atlantic RegionThomas P.Jones Vice President Onsite ServicesJohn“Eddie”KingVice PresidentGulf South RegionNeil R.LittlewoodVice Presiden
30、t AU/NZ,Storage&Modular Solutions RegionEsiah D.McNeil Vice President Southwest RegionJody E.Miller Vice President Global Storage and Modular SolutionsTheodore M.Mourouzis Vice President Mobile Storage RegionKevin M.OBrien Vice President Mid-Central RegionAudwin W.Reed Vice President South RegionNic
31、holas M.Roberts Vice President Southeast RegionJason L.Rose Vice President Fluid Solutions RegionStephen M.Szaniszlo Vice President Northeast RegionJurgen M.Verschoor Vice President and Managing Director,EuropeLarry K.Worthington Jr.Vice President Power&HVAC Region Committees of the Board(1)Audit Co
32、mmittee,Kim Harris Jones,Chair(2)Compensation Committee,Gracia Martore,Chair(3)Nominating and Corporate Governance Committee,Jos B.Alvarez,Chair(4)Strategy Committee,Terri L.Kelly,ChairDirectors and OfficersMichael J.KneelandBobby J.GriffinJos B.AlvarezMarc A.Bruno Matthew J.Flannery Kim Harris Jone
33、sTerri L.KellyGracia Martore Francisco J.Lopez-BalboaShiv SinghLarry D.De Shon Annual Return Percentage Years Ending Company Name/Index 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22United Rentals,Inc.-40.36 62.65 39.06 43.28 6.96S&P 500 Index -4.38 31.49 18.40 28.71-18.11S&P 500 Industrials Index -13
34、.29 29.37 11.06 21.12-5.48 Peer Group Index -7.17 33.37 20.14 31.66-12.22 Indexed Returns Years Ending Base Period Company Name/Index 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22United Rentals,Inc.100.00 59.64 97.01 134.90 193.29 206.75S&P 500 Index 100.00 95.62 125.72 148.85 191.58 156.88
35、S&P 500 Industrials Index 100.00 86.71 112.17 124.59 150.89 142.63 Peer Group Index 100.00 92.83 123.80 148.74 195.83 171.902022 Peer Group C.H.Robinson Worldwide,Inc.Cintas CorporationDover CorporationFortive CorporationJ.B.Hunt Transport Services,Inc.Masco CorporationParker-Hannifin CorporationRep
36、ublic Services,Inc.Rockwell Automation,Inc.Ryder System,Inc.Stanley Black&Decker,Inc.Trane Technologies plc(1)W.W.Grainger,Inc.Waste Connections,Inc.Waste Management,Inc.WESCO International,Inc.Xylem Inc.TOTAL RETURN TO STOCKHOLDERSThe comparisons in the graph and tables above are not intended to fo
37、recast 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 of dividends)The following tables and graph compare the cumulative total return of United Re
38、ntals common stock with the cumulative total return of the Standard and Poors 500 Index(the“S&P 500 Index”),the Standard and Poors 500 Industrials Index(“S&P 500 Industrials Index”)and an industry peer group index comprised of publicly traded companies participating in the industrials and consumer d
39、iscretionary sectors(the“Peer Group Index”).The table and graph assume that$100 was invested on December 31,2017 in shares of our common stock,shares of stock comprising the S&P 500 Index,shares of stock comprising the S&P 500 Industrials Index,shares of stock comprising the Peer Group Index and the
40、 reinvestment of any dividends.The returns of each company within each of the S&P 500 Index,the S&P 500 Industrials Index,and the Peer Group Index have been weighted annually for their respective stock and market capitalization.$0$50$100$150$200$25012/31/1712/31/1812/31/1912/31/2012/31/2112/31/22Uni
41、ted Rentals,Inc.S&P 500 IndexS&P 500 Industrials Index2022 Peer Group Index(1)Ingersoll-Rand Plc started trading as Trane Technologies on March 2,2020.UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGEAC
42、T OF 1934FOR THE FISCAL YEAR ENDED DECEMBER 31,2022ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934Commission File Number 1-14387United Rentals,Inc.Commission File Number 1-13663United Rentals(North America),Inc.(Exact Names of Registrants as Specified in Thei
43、r Charters)DelawareDelaware06-152249686-0933835(States of Incorporation)(I.R.S.Employer Identification Nos.)100 First Stamford Place,Suite 700StamfordConnecticut06902(Address of Principal Executive Offices)(Zip Code)Registrants Telephone Number,Including Area Code:(203)622-3131Securities registered
44、pursuant to Section 12(b)of the Act:Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock,$.01 par value,ofUnited 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
45、-known seasoned issuer,as defined in Rule 405 of the Securities Act.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
46、Section 13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has beensubject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has su
47、bmitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was requiredto submit such files).Yes No Indicate by check mark whether the registra
48、nt is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reportingcompany or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer”,“smaller reporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large Acc
49、elerated Filer Accelerated Filer Non-Accelerated Filer Smaller Reporting Company Emerging Growth Company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards pr
50、ovided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by
51、the registered public accountingfirm that prepared or issued its audit report.Yes No Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No As of June 30,2022 there were 70,112,526 shares of United Rentals,Imon stock outstanding.The aggr
52、egate market value ofcommon stock held by non-affiliates(defined as other than directors,executive officers and 10 percent beneficial owners)at June 30,2022 wasapproximately$15.0 billion,calculated by using the closing price of the common stock on such date on the New York Stock Exchange of$242.91.A
53、s of January 23,2023,there were 69,359,591 shares of United Rentals,Imon stock outstanding.There is no market for the commonstock of United Rentals(North America),Inc.,all outstanding shares of which are owned by United Rentals,Inc.This Form 10-K is separately filed by(i)United Rentals,Inc.and(ii)Un
54、ited Rentals(North America),Inc.(which is a wholly ownedsubsidiary of United Rentals,Inc.).United Rentals(North America),Inc.meets the conditions set forth in General Instruction(I)(1)(a)and(b)ofForm 10-K and is therefore filing this form with the reduced disclosure format permitted by such instruct
55、ion.Documents incorporated by reference:Portions of United Rentals,Inc.s Proxy Statement related to the 2023 Annual Meeting ofStockholders are incorporated by reference into Part III of this annual report.FORM 10-K REPORT INDEX10-K Partand Item No.Page No.PART IItem 1Business.3Item 1ARisk Factors.12
56、Item 1BUnresolved Staff Comments.27Item 2Properties.28Item 3Legal Proceedings.29Item 4Mine Safety Disclosures.29PART IIItem 5Market for the Registrants Common Equity,Related Stockholder Matters and IssuerPurchases of Equity Securities.29Item 6Selected Financial Data.30Item 7Managements Discussion an
57、d Analysis of Financial Condition and Results of Operations.30Item 7AQuantitative and Qualitative Disclosures About Market Risk.50Item 8Financial Statements and Supplementary Data.52Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.101Item 9AControls and Proc
58、edures.101Item 9BOther Information.103Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections.103PART IIIItem 10Directors,Executive Officers and Corporate Governance.104Item 11Executive Compensation.104Item 12Security Ownership of Certain Beneficial Owners and Management and Relat
59、ed StockholderMatters.104Item 13Certain Relationships and Related Transactions,and Director Independence.104Item 14Principal Accountant Fees and Services.104PART IVItem 15Exhibits and Financial Statement Schedules.105CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSThis annual report on Form
60、 10-K contains forward-looking statements within the meaning of the“safe harbor”provisions of the Private Securities Litigation Reform Act of 1995.Such statements can be identified by the use offorward-looking terminology such as“believe,”“expect,”“may,”“will,”“should,”“seek,”“on-track,”“plan,”“proj
61、ect,”“forecast,”“intend”or“anticipate,”or the negative thereof or comparable terminology,or by discussionsof strategy or outlook.You are cautioned that our business and operations are subject to a variety of risks anduncertainties,many of which are beyond our control,and,consequently,our actual resu
62、lts may differ materiallyfrom those projected.Factors that could cause actual results to differ materially from those projected include,but are not limited to,the following:the impact of global economic conditions(including inflation,increased interest rates,supply chainconstraints,potential trade w
63、ars and sanctions and other measures imposed in response to the ongoingconflict in Ukraine)and public health crises and epidemics on us,our customers and our suppliers,in theUnited States and the rest of the world;declines in construction or industrial activity,which could adversely impact our reven
64、ues 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,geographic and segment mix;excess fleet in the equipment rental industry;inability to benefit from government spending,including spending
65、 associated with infrastructure projects;trends in oil and natural gas,including significant increases in the prices of oil or 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 oper
66、ate and the industries of our customers,such as those inthe construction industry;costs we incur being more than anticipated,including as a result of inflation,and the inability to realizeexpected savings in the amounts or time frames planned;our significant indebtedness(which totaled$11.4 billion a
67、t December 31,2022)requires us to use asubstantial portion of our cash flow for debt service and can constrain our flexibility in responding tounanticipated or adverse business conditions;inability to refinance our indebtedness on terms that are favorable to us,including as a result of volatilityand
68、 uncertainty in capital markets or increases in interest rates,or at all;incurrence of additional debt,which could exacerbate the risks associated with our current level ofindebtedness;noncompliance with financial or other covenants in our debt agreements,which could result in our lendersterminating
69、 the agreements and requiring us to repay outstanding borrowings;restrictive covenants and the amount of borrowings permitted under our debt instruments,which can limitour financial and operational flexibility;inability to access the capital that our businesses or growth plans may require,including
70、as a result ofuncertainty in capital or other financial markets;the possibility that companies that we have acquired or may acquire could have undiscovered liabilities,orthat companies or assets that we have acquired or may acquire could involve other unexpected costs,maystrain our management capabi
71、lities,or may be difficult to integrate,and that we may not realize theexpected benefits from an acquisition over the timeframe we expect,or at all;incurrence of impairment charges;1fluctuations in the price of our common stock and inability to complete stock repurchases in the time frameand/or on t
72、he terms anticipated;our charter provisions as well as provisions of certain debt agreements and our significant indebtednessmay have the effect of making more difficult or otherwise discouraging,delaying or deterring a takeover orother change of control of us;inability to manage credit risk adequat
73、ely or to collect on contracts with a large number of customers;turnover in our management team and inability 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 health crisesor epidemics;inability to obtai
74、n equipment and other supplies for our business from our key suppliers on acceptableterms or at all,as a result of supply chain disruptions,insolvency,financial difficulties or other factors;increases in our maintenance and replacement costs and/or decreases in the residual value of ourequipment;ina
75、bility to sell our new or used fleet in the amounts,or at the prices,we expect;risks related to security breaches,cybersecurity attacks,failure to protect personal information,compliancewith data protection laws and other significant disruptions in our information technology systems;risks related to
76、 climate change and climate change regulation;risks related to our ability to meet our environmental and social goals,including our greenhouse gasintensity reduction goal;the fact that our holding company structure requires us to depend in part on distributions from subsidiariesand such distribution
77、s could be limited by contractual or legal restrictions;shortfalls in our insurance coverage;increases in our loss reserves to address business operations or other claims and any claims that exceed ourestablished levels of reserves;incurrence of additional expenses(including indemnification obligati
78、ons)and other costs in connectionwith litigation,regulatory and investigatory matters;the costs of complying with environmental,safety and foreign laws and regulations,as well as other risksassociated with non-U.S.operations,including currency exchange risk,and tariffs;the outcome or other potential
79、 consequences of regulatory matters and commercial litigation;labor shortages and/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 or operationsgenerally;andthe effect of changes in
80、 tax law.We make no commitment to revise or update any forward-looking statements in order to reflect events orcircumstances after the date any such statement is made.PART IUnited Rentals,Inc.,incorporated in Delaware in 1997,is principally a holding company.We primarilyconduct our operations throug
81、h our wholly owned subsidiary,United Rentals(North America),Inc.,and itssubsidiaries.As used in this report,the term“Holdings”refers to United Rentals,Inc.,the term“URNA”refers toUnited Rentals(North America),Inc.,and the terms the“Company,”“United Rentals,”“we,”“us,”and“our”referto United Rentals,I
82、nc.and its subsidiaries,in each case unless otherwise indicated.Unless otherwise indicated,the information under Items 1,1A and 2 is as of January 1,2023.2Item 1.BusinessUnited Rentals is the largest equipment rental company in the world,operates throughout the United States andCanada,and has a limi
83、ted presence in Europe,Australia and New Zealand.The table below presents keyinformation about our business as of and for the years ended December 31,2022 and 2021.Our business isdiscussed in more detail below.The data below should be read in conjunction with,and is qualified by reference to,our Man
84、agements Discussion and Analysis and our consolidated financial statements and notes thereto containedelsewhere in this report.20222021PERFORMANCE MEASURESTotal revenues(in millions).$11,642$9,716Equipment rental revenue percent of total revenues.87%84%Equipment rental revenue variance components:Ye
85、ar-over-year change in average original equipment cost(“OEC”).13.6%4.0%Assumed year-over-year inflation impact(1).(1.5)%(1.5)%Fleet productivity(2).9.4%10.4%Contribution from ancillary and re-rent revenue(3).1.8%2.0%Total equipment rental revenue variance.23.3%14.9%Key account percent of equipment r
86、ental revenue.68%72%National account percent of equipment rental revenue.42%43%FLEETFleet OEC(in billions).$19.61$15.79Equipment classes.4,6004,300Equipment units.1,020,000780,000Fleet age in months.53.554.1Percent of fleet that is current on manufacturers recommended maintenance.77%77%Equipment ren
87、tal revenue percent by fleet type:General construction and industrial equipment.42%42%Aerial work platforms.24%26%General tools and light equipment.8%8%Power and HVAC(heating,ventilating and air conditioning)equipment.10%9%Trench safety equipment.6%6%Fluid solutions equipment.7%7%Mobile storage equi
88、pment and modular office space.3%2%LOCATIONS/PERSONNELRental locations(4).1,5211,345Approximate range of branches per district.4-133-11Approximate range of districts per region.6-114-9Range of regions per division.2-62-6Hourly employees.17,50014,200Salaried employees.7,1006,200Total employees(4).24,
89、60020,400INDUSTRYEstimated North American market share(5).17%15%Estimated North American equipment rental industry revenue growth(5).11%4%2023 projected North American industry equipment rental revenue growth.4%CUSTOMERS/SUPPLIERSLargest customer percent of total revenues.1%1%Top 10 customers percen
90、t of total revenues.4%4%Largest supplier percent of capital expenditures.10%9%Top 10 supplier percent of capital expenditures.45%49%(1)Reflects the estimated impact of inflation on the revenue productivity of fleet based on OEC,which is recorded at cost.(2)Reflects the combined impact of changes in
91、rental rates,time utilization,and mix that contribute to the variance in ownedequipment rental revenue.See note 3 to the consolidated financial statements for a discussion of the different types ofequipment rentals revenue.Rental rate changes are calculated based on the year-over-year variance in av
92、erage contract3rates,weighted by the prior period revenue mix.Time utilization is calculated by dividing the amount of time an asset is onrent by the amount of time the asset has been owned during the year.Mix includes the impact of changes in customer,fleet,geographic and segment mix.The positive f
93、leet productivity for 2021 includes the impact of the novel coronavirus(“COVID-19”),which resulted in rental volume declines in response to shelter-in-place orders and other market restrictions,as discussed further below.The COVID-19 volume declines were most pronounced in 2020,and in 2021 and 2022,
94、we sawevidence of a continuing recovery of activity 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 for further detail),excluding ow
95、ned equipment rental revenue.(4)The year-over-year increases in rental locations and employees include the impact of the December 2022 acquisition ofassets of Ahern Rentals,Inc.(“Ahern Rentals”),which is discussed in note 4 to the consolidated financial statements.(5)As discussed below(see“Industry
96、Overview and Economic Outlook”),North American equipment rental industry revenueis based on industry estimates from the American Rental Association(“ARA”).As discussed above,we completed theacquisition of Ahern Rentals in December 2022.Estimated North American market share as of December 31,2022 inc
97、ludesthe standalone,pre-acquisition revenue of Ahern Rentals.Estimated North American market share as of December 31,2021does not include the pre-acquisition revenue of Ahern Rental because the acquisition was completed in 2022.If the pre-acquisition revenue of Ahern Rental was included for 2021,est
98、imated North American market share as of December 31,2021 would have been approximately 16 percent.Global Economic Conditions and COVID-19Our operations are impacted by global economic conditions,including inflation,increased interest rates andsupply chain constraints,and we take actions to modify o
99、ur plans to address such economic conditions.In 2022,forexample,we intentionally held back on sales of rental equipment to ensure we had sufficient capacity for ourcustomers.In 2022,revenue from sales of rental equipment was largely flat year-over-year,however the number ofunits sold decreased appro
100、ximately 17 percent year-over-year,as we held on to fleet to serve strong customerdemand and to ensure greater fleet availability in the event industry supply chain challenges persist or worsen.While the volume of sales of rental equipment decreased year-over-year,gross margin from sales of rentaleq
101、uipment increased 14.2 percentage points,which primarily reflected strong pricing and improved channel mix.Todate,our supply chain disruptions have been limited,but we may experience more severe supply chain disruptionsin the future.Interest rates on our debt instruments have increased recently.For
102、example,in November 2022,URNA issued$1.5 billion aggregate principal amount of senior secured notes at a 6 percent interest rate,whileURNAs immediately prior issuance in August 2021 of$750 million aggregate principal amount of seniorunsecured notes was at a 334percent interest rate.Additionally,the
103、weighted average interest rates on our variabledebt instruments were 3.3 percent in 2022 and 1.4 percent in 2021.See Item 7AQuantitative and QualitativeDisclosures About Market Risk for additional information related to interest rate risk.We have experienced and arecontinuing to experience inflation
104、ary pressures.A portion of inflationary cost increases is passed on to customers.The most significant cost increases that are passed on to customers are for fuel and delivery,and there are othercosts for which the pass through to customers is less direct,such as repairs and maintenance,and labor.The
105、 impactof inflation and increased interest rates may be significant in the future.COVID-19 was first identified in people in late 2019.COVID-19 spread rapidly throughout the world and,inMarch 2020,the World Health Organization characterized COVID-19 as a pandemic.The COVID-19 pandemic hassignificant
106、ly disrupted supply chains and businesses around the world.Uncertainty remains regarding the potentialimpact of existing and emerging variant strains of COVID-19 on the operations and financial position of UnitedRentals,and on the global economy,which will be driven by,among other things,any resurge
107、nces in cases,theeffectiveness of vaccines against COVID-19(including against emerging variant strains),and the measures that mayin the future be implemented to protect public health.In March 2020,we first experienced rental volume declinesassociated with COVID-19,and the COVID-19 impact was most pr
108、onounced in 2020.In 2021 and 2022,we sawevidence of a continuing recovery of activity across our end-markets.The health and safety of our employees andcustomers has been,and remains,our top priority,and we also implemented a detailed COVID-19 response plan,which we believe helped mitigate the impact
109、 of COVID-19 on our results.Our Annual Report on Form 10-K for theyear ended December 31,2020 and our Quarterly Reports on Form 10-Q filed in 2021 and 2020 include detaileddisclosures addressing the COVID-19 impact.4We continue to assess the economic environment in which we operate and any developme
110、nts relating to theCOVID-19 pandemic,and take appropriate actions to address the economic and other challenges we face.See“Industry Overview and Economic Outlook”below for a discussion of our end-markets,and Item 1A-Risk Factorsfor further discussion of the risks related to us and our business.Human
111、 CapitalThe Companys key human capital management objectives are to attract,retain and develop talent to deliver onthe Companys strategy.To support these objectives,the Companys human resources programs are designed to:keep people safe and healthy;enhance the Companys culture through efforts aimed a
112、t making the workplace moreinclusive;acquire and retain diverse talent;reward and support employees through competitive pay and benefitprograms;develop talent to prepare them for critical roles and leadership positions;and facilitate internal talentmobility to create a high-performing workforce.See“
113、Locations/Personnel”in the table above for information onemployee 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,policiesand training programs and performing assessments to see that
114、workers are trained properly and that injuriesand incidents are prevented.All of our employees are empowered with stop-work authority which enablesthem to immediately stop any unsafe or potentially hazardous working condition or behavior they mayobserve.We utilize a mixture of indicators to assess t
115、he safety performance of our operations,includingtotal recordable injury rate(TRIR),preventable motor vehicle incidents per million miles,correctiveactions and near miss frequency and have disclosed a goal to further reduce our TRIR.We also recognizeoutstanding safety behaviors through our annual aw
116、ards program.Employee wellness:The Companys Live Well,Safe&Healthy program is a comprehensive approach towellness that encourages healthy behaviors and is intended to raise morale,productivity and overallemployee engagement.The program includes a biometric screening at work or off-site,a healthasses
117、sment,a paid day off to be used for a wellness exam or day of service,tobacco cessation support,andparticipation incentives.Additionally,employees and family members can participate in virtual healthchallenges to encourage daily activity.Approximately 50 percent of eligible employees participated in
118、 theprogram in 2022.Diversity,equity and inclusion(“DEI”):We believe that an inclusive and diverse team is key to thesuccess of our culture.Our commitment to DEI is demonstrated through many efforts includingemployee-led employee resource groups(“ERGs”);company-wide DEI goals;and inclusive volunteer
119、ingopportunities.Our four ERGs aim to represent and support the diverse communities that make up ourworkforce by facilitating:networking and connecting with peers;education and awareness efforts;andleadership and skill development.The Company has internal goals for overall workforce diversity and fo
120、rspecific positions,and we have disclosed a goal to increase the percentage of diverse employees in salesand management roles,reflecting our commitment to increase diverse representation in our talent pipeline.There has been positive progress in these goals,as reflected in an over four-percentage po
121、int increase indiverse employees in sales and management roles from 29.1 percent in 2019 to 33.5 percent in 2022.Inaddition,the Company has made hiring,promotion,and fair inclusion of veterans a priority,through itsveterans ERG and external partnerships that support this goal.The Company also engage
122、d in a Company-wide volunteering initiative in 2022 for employees to make a positive impact for their teams,communitiesand customers.Compensation programs and employee benefits:Our compensation and benefits programs provide apackage designed to attract,retain and motivate employees.In addition to co
123、mpetitive base salaries,theCompany provides a variety of short-term,long-term and commission-based incentive compensationprograms to reward performance relative to key financial,human capital and customer experience metrics.We offer comprehensive benefit options including paid time off,retirement sa
124、vings plans,medical andprescription drug benefits,dental and vision benefits,accident and critical illness insurance,life and5disability insurance,health savings accounts,flexible spending accounts,legal coverage,auto/homeinsurance,identity theft insurance and tuition assistance.Additionally,we have
125、 conducted four company-wide stock grant programs for employees since 2014 the most recent grant took place in 2022 and was inhonor of our 25thanniversary.Employee experience and retention:To evaluate our employee experience and retention efforts,wemonitor a number of employee measures,such as emplo
126、yee retention,internal promotions and referrals.For example,voluntary employee turnover,which represents voluntary terminations during the yeardivided by average headcount during the year,was 13.1 percent,13.5 percent and 9.1 percent for 2022,2021 and 2020,respectively.We also conduct an annual empl
127、oyee experience survey,which providesvaluable information on drivers of engagement and areas where we can improve.In 2022,we switchedsurvey administration to Peakon(a Workday company).Our 2022 employee experience survey showedstrong results with average responses ranging from 8.4 to 9.2 out of 10 in
128、 each of our four surveycategories:Engagement(8.5),Diversity&Inclusion(8.7),Health&Wellbeing(8.4)and SafetyCommitment(9.2),which placed us in the top 10 percent of the Peakon Benchmark for Commercial andProfessional Services Companies for each survey category.To provide an open and frequent line ofc
129、ommunication for all employees,we host town hall meetings and quarterly all employee conference calls,and utilize Workplace,a virtual collaboration platform for our employees,to engage with our full team.The Company also sponsors the United Compassion Fund,an employee-funded 501(c)(3)charity thatpro
130、vides financial assistance to fellow employees in need.In 2022,employees voluntarily donatedapproximately$1.2 million to the fund,and employees received 338 grants totaling approximately$1.0 million.Training and development:The Company is committed to the continual development of its employees.We ai
131、m for all new hires to attend JumpSTART,a new hire orientation,to quickly acclimate them to ourculture,as well as applicable new hires to attend Center of Excellence(job related)training within 90 daysof hire.We offer a wide array of training solutions(classroom,hands-on,e-learning and experience ma
132、ps)for further development of our employees to help them achieve their career goals.In addition,as we did in2022,we aim to regularly develop new training programs,launch pilot programs and expand leadershipopportunities for our employees.In 2022,our employees enhanced their skills through approximat
133、ely645,000 hours of training,including safety training,sales and leadership training and equipment-relatedtraining from our suppliers.Although we still deliver some training virtually,we pivoted back to in-persontraining in 2022(most training was delivered virtually during 2021 and 2020,primarily du
134、e to COVID-19).Our performance process encourages employee check-ins throughout the year to discuss performance andcareer goals,as well as development opportunities at all levels across the Company.StrategyFor the past several years,as we continued to manage the impact of global economic conditions
135、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 on customersegmentation,customer service differentiation,rate management,fleet management
136、and operational efficiency.Ourgeneral strategy focuses on profitability and return on invested capital,and,in particular,calls for:A consistently superior standard of service to customers,often provided through a single lead contact whocan coordinate the cross-selling of the various services we offe
137、r throughout our network.We utilize aproprietary software application,Total Control,which provides our key customers with a single in-housesoftware application that enables them to monitor and manage all their equipment needs.Total Controlisa unique customer offering that enables us to develop stron
138、g,long-term relationships with our largercustomers.Our digital capabilities,including our Total Controlplatform,allow our sales teams to providecontactless end-to-end customer service;The further optimization of our customer mix and fleet mix,with a dual objective:to enhance ourperformance in servin
139、g our current customer base,and to focus on the accounts and customer types that arebest suited to our strategy for profitable growth.We believe these efforts will lead to even better service of6our target accounts,primarily large construction and industrial customers,as well as select localcontract
140、ors.Our fleet teams analyses are aligned with these objectives to identify trends in equipmentcategories and define action plans that can generate improved returns;A continued focus on“Lean”management techniques,including kaizen processes focused on continuousimprovement.We have a dedicated team res
141、ponsible for reducing waste in our operational processes,withthe objectives of:condensing the cycle time associated with preparing equipment for rent;optimizing ourresources for delivery and pickup of equipment;improving the effectiveness and efficiency of our repairand maintenance operations;and im
142、plementing customer service best practices;The continued expansion and cross-selling of adjacent specialty and services products,which enables us toprovide a“one-stop”shop for our customers.We believe that the expansion of our specialty business,asexhibited by our acquisition of General Finance Corp
143、oration(“General Finance”),which is discussed innote 4 to the consolidated financial statements,as well as our tools and onsite services offerings,willfurther position United Rentals as a single source provider of total jobsite solutions through our extensiveproduct and service resources and technol
144、ogy offerings;andThe pursuit of strategic acquisitions to continue to expand our core equipment rental business,as exhibitedby our recently completed acquisition of assets of Ahern Rentals,which is discussed in note 4 to theconsolidated financial statements.Strategic acquisitions allow us to invest
145、our capital to expand ourbusiness,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 private non-
146、residential)construction;and residentialconstruction,which includes remodeling.We also have a limited presence in Europe,Australia and New Zealand.See Item 2Properties for further geographical detail on our rental network.In 2022,based on our classification ofthe vertical market segments in which ou
147、r equipment was used:Industrial and other non-construction rentals represented approximately 48 percent of our rental revenue,primarily reflecting rentals to manufacturers,energy companies,chemical companies,paper mills,railroads,shipbuilders,utilities,retailers and infrastructure entities;Commercia
148、l construction rentals represented approximately 47 percent of our rental revenue,primarilyreflecting rentals related to the construction and remodeling of facilities for office space,lodging,healthcare,entertainment and other commercial purposes;andResidential rentals represented approximately five
149、 percent of our rental revenue,primarily reflectingrentals of equipment for the construction and renovation of homes.We estimate that,based on industry estimates from the ARA,2022 North American equipment rental industryrevenue grew approximately 11 percent year-over-year.In 2022,our full year renta
150、l revenue increased by23.3 percent year-over-year,which included the impact of the General Finance acquisition that was completed inMay 2021 and the Ahern Rentals acquisition that was completed in December 2022,both of which are discussed innote 4 to the consolidated financial statements.The impact
151、of these acquisitions on our equipment rentals revenue isprimarily reflected in the year-over-year increase in average OEC of 13.6 percent for the year ended December 31,2022.Our estimated North American market share of approximately 17 percent as of December 31,2022,whichincluded the standalone,pre
152、-acquisition revenue of Ahern Rentals,increased from 15 percent as of December 31,2021,which did not include the pre-acquisition revenue of Ahern Rentals,as the acquisition was completed in 2022.In 2023,based on our analyses of industry forecasts and macroeconomic indicators,we expect that NorthAmer
153、ican industry equipment rental revenue will increase approximately 4 percent.7Competitive AdvantagesWe believe that we benefit from the following competitive advantages:Large and Diverse Rental Fleet.Our large and diverse fleet allows us to serve large customers that requiresubstantial quantities an
154、d/or wide varieties of equipment.We believe our ability to serve such customers shouldallow us to improve our performance and enhance our market leadership position.We manage our rental fleet,which is the largest and most comprehensive in the industry,utilizing a life-cycleapproach that focuses on s
155、atisfying customer demand and optimizing utilization levels.As part of this life-cycleapproach,we closely monitor repair and maintenance expense and can anticipate,based on our extensive experiencewith a large and diverse fleet,the optimum time to dispose of an asset.Significant Purchasing Power.We
156、purchase large amounts of equipment,contractor supplies and other items,which enables us to negotiate favorable pricing,warranty and other terms with our vendors.National Account Program.Our national account sales force is dedicated to establishing and expandingrelationships with large companies,par
157、ticularly those with a national or multi-regional presence.National accountsare generally defined as customers with potential annual equipment rental spend of at least$500,000 or customersdoing business in multiple states.We offer our national account customers the benefits of a consistent level ofs
158、ervice across North America,a wide selection of equipment and a single point of contact for all their equipmentneeds.National accounts are a subset of key accounts,which are our accounts that are managed by a single point ofcontact.Establishing a single point of contact for our key accounts helps us
159、 provide customer service managementthat is more consistent and satisfactory.Operating Efficiencies.We benefit from the following operating efficiencies:Equipment Sharing Among Branches.Each branch within a region can access equipment located elsewherein the region.This fleet sharing increases equip
160、ment utilization because equipment that is idle at onebranch can be marketed and rented through other branches.Additionally,fleet sharing allows us to be moredisciplined with our capital spend.Customer Care Center.We have a Customer Care Center(“CCC”)in Charlotte,North Carolina thathandles all telep
161、hone calls to our customer service telephone line,1-800-UR-RENTS.The CCC handlesmany of the 1-800-UR-RENTS telephone calls without having to route them to individual branches,andallows us to provide a more uniform quality experience to customers,manage fleet sharing moreeffectively and free up branc
162、h employee time.Consolidation of Common Functions.We reduce costs through the consolidation of functions that arecommon to our branches,such as accounts payable,payroll,benefits and risk management,informationtechnology and credit and collection.Our information technology systems,some of which are p
163、roprietary and some of which are licensed,supportour operations.Our information technology infrastructure facilitates our ability to make rapid and informeddecisions,respond quickly to changing market conditions and share rental equipment among branches.We have anin-house team of information technol
164、ogy specialists that supports our systems.Our information technology systems are accessible to management,branch 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
165、one or more workstations that are electronically linked to ourother locations and to our data center.Rental transactions can be entered at these workstations,or through variousmobile applications,to be processed on a real-time basis.Our information technology systems:enable branch personnel to(i)det
166、ermine equipment availability,(ii)access all equipment within ageographic region and arrange for equipment to be delivered from anywhere in the region directly to the8customer,(iii)monitor business activity on a real-time basis and(iv)obtain customized reports on a widerange of operating and financi
167、al data,including equipment utilization,rental rate trends,maintenancehistories and customer transaction histories;allow our mobile sales and service team members to support our customers efficiently while in the field;permit customers to access and manage their accounts online;andallow management t
168、o obtain a wide range of operational and financial data.We have a fully functional back-up facility designed to enable business continuity for our core rental andfinancial systems in the event that our main computer facility becomes inoperative.This back-up facility also allowsus to perform system u
169、pgrades and maintenance without interfering with the normal ongoing operation of ourinformation technology systems.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
170、and Customer Diversity.We primarily operate in the United States and Canada,and have alimited presence in Europe,Australia and New Zealand,and our global branch network includes 1,521 rentallocations.See Item 2Properties for further geographical detail on our branch network.Our North Americannetwork
171、 operates in 49 U.S.states and every Canadian province,and serves customers that range from Fortune 500companies to small businesses and homeowners.We believe that our geographic and customer diversity provides uswith many advantages including:enabling us to better serve national account customers w
172、ith multiple locations;helping us achieve favorable resale prices by allowing us to access used equipment resale markets acrossNorth America;andreducing our dependence on any particular customer.Our foreign operations are subject to the risks normally associated with international operations.These i
173、nclude(i)the need to convert currencies,which could result in a gain or loss depending on fluctuations in exchange ratesand(ii)the need to comply with foreign laws and regulations,as well as U.S.laws and regulations applicable to ouroperations in foreign jurisdictions.For additional financial inform
174、ation regarding our geographic diversity,see note5 to our consolidated financial statements.Strong and Motivated Branch 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 and experiencedin th
175、e industry,and we empower them,within budgetary guidelines,to make day-to-day decisions concerningbranch matters.Each regional office has a management team that monitors branch,district and regional performancewith extensive systems and controls,including performance benchmarks and detailed monthly
176、operating reviews.Risk Management and Safety Programs.Our risk management department is staffed by experiencedprofessionals directing the procurement of insurance,managing claims made against the Company,and developingloss prevention programs to address workplace safety,driver safety and customer sa
177、fety.The departments primaryfocus is on the protection of our employees and assets,as well as protecting the Company from liability foraccidental loss.Segment InformationWe have two reportable segments general rentals and specialty.Segment financial information is presented innote 5 to our consolida
178、ted financial statements.The general rentals segment includes the rental of construction,aerial and industrial equipment,general toolsand light equipment,and related services and activities.The general rentals segments customers include9construction and industrial companies,manufacturers,utilities,m
179、unicipalities and homeowners.The general rentalssegment is comprised of four geographic divisionsCentral,Northeast,Southeast and Westand operatesthroughout the United States and Canada.The specialty segment includes the rental of specialty construction products such as(i)trench safetyequipment,such
180、as trench shields,aluminum hydraulic shoring systems,slide rails,crossing plates,constructionlasers and line testing equipment for underground work,(ii)power and HVAC equipment,such as portable dieselgenerators,electrical distribution equipment,and temperature control equipment,(iii)fluid solutions
181、equipmentprimarily used for fluid containment,transfer and treatment,and(iv)mobile storage equipment and modular officespace.The specialty segments customers include construction companies involved in infrastructure projects,municipalities and industrial companies.This segment primarily operates in
182、the United States and Canada,and has alimited presence in Europe,Australia and New Zealand.Products and ServicesOur principal products and services are described below.Equipment Rental.We offer for rent approximately 4,600 classes of rental equipment on an hourly,daily,weekly or monthly basis.The ty
183、pes of equipment that we offer include general construction and industrialequipment;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 rou
184、tinely sell used rental equipment and invest in new equipment in order tomanage repair and maintenance costs,as well as the composition and size of our fleet.We also sell used equipmentin response to customer demand for the equipment.Consistent with the life-cycle approach we use to manage ourfleet,
185、the rate at which we replace used equipment with new equipment depends on a number of factors,includingchanging general economic conditions,growth opportunities,the market for used equipment,the age of our fleetand the need to adjust fleet composition to meet customer demand.We utilize many channels
186、 to sell used equipment:through our national and export sales forces,which canaccess many resale markets across our network;at auction;through brokers;and directly to manufacturers.We alsosell used equipment through our website,which includes an online database of used equipment available for sale.S
187、ales of New Equipment.We sell equipment such as aerial lifts,reach forklifts,telehandlers,compressors andgenerators from many leading equipment manufacturers.The type of new equipment that we sell varies by location.Contractor Supplies Sales.We sell a variety of contractor supplies including constru
188、ction consumables,tools,small equipment and safety supplies.Service and Other Revenues.We offer repair and maintenance services and sell parts for equipment that isowned by our customers.CustomersOur customer base is highly diversified and ranges from Fortune 500 companies to small businesses andhom
189、eowners.Our customer base varies by branch and is determined by several factors,including the equipment mixand marketing focus of the particular branch as well as the business composition of the local economy,includingconstruction opportunities with different customers.Our customers include:construc
190、tion companies that use equipment for constructing and renovating commercial buildings,warehouses,industrial and manufacturing plants,office parks,airports,residential developments and otherfacilities;industrial companiessuch as manufacturers,chemical companies,paper mills,railroads,ship buildersand
191、 utilitiesthat use equipment for plant maintenance,upgrades,expansion and construction;10municipalities that require equipment for a variety of purposes;andhomeowners and other individuals that use equipment for projects that range from simple repairs to majorrenovations.Our business is seasonal,wit
192、h demand for our rental equipment tending to be lower in the winter months.Sales 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
193、existing and potential customers as well as assisting our customers in planning for theirequipment needs.We have ongoing programs for training our employees in sales and service skills and on strategiesfor maximizing the value of each transaction.National Account Program.Our national account sales f
194、orce is dedicated to establishing and expandingrelationships with large customers,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 equip
195、ment availability and pricing,and reserveequipment online,24 hours a day,seven days a week,by accessing our equipment catalog and used equipmentlisting,which can be found at .Our customers can also use our UR Controlapplication toactively manage their rental process and access real-time reports on t
196、heir business activity with us.Total Control.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 all their equipmentneeds.This software can be integrated into the customersente
197、rprise resource planning system.Total Controlis aunique customer offering that enables us to develop strong,long-term relationships with our larger customers.Advertising.We promote our business through local and national advertising in various media,includingtelevision,trade publications,yellow page
198、s,the internet,radio and direct mail.We also regularly participate inindustry trade shows and conferences and sponsor a variety of local and national promotional events.SuppliersOur strategic approach with respect to our suppliers is to maintain the minimum number of suppliers percategory of equipme
199、nt that can satisfy our anticipated volume and business requirements.This approach is designedto ensure that the terms we negotiate are competitive and that there is sufficient product available to meetanticipated customer demand.We utilize a comprehensive selection process to determine our equipmen
200、t vendors.We consider product capabilities and industry position,the terms being offered,product liability history,customeracceptance and financial strength.We believe we have sufficient alternative sources of supply available for each ofour major equipment categories.For a discussion of the risks a
201、ssociated with potential supply chain disruptions,seeItem 1A-Risk Factors(“Operational Risks-Disruptions in our supply chain could result in adverse effects on ourresults of operations and financial performance”).CompetitionWe primarily operate in the United States and Canada,and have a limited pres
202、ence in Europe,Australia andNew Zealand.The North American equipment rental industry is highly fragmented and competitive.As the largestequipment rental company in the industry,we estimate that we have an approximate 17 percent market share,whichincludes the standalone,pre-acquisition revenue of Ahe
203、rn Rentals,in North America based on 2022 total equipmentrental industry revenues as measured by the ARA.Estimated market share is calculated by dividing our total 202211North American rental revenue,plus the standalone,pre-acquisition revenue of Ahern Rentals,by ARAs forecasted2022 industry revenue
204、.Our competitors primarily include small,independent businesses with one or two rentallocations;regional competitors that operate in one or more states;public companies or divisions of publiccompanies that operate nationally or internationally;and equipment vendors and dealers who both sell and rent
205、equipment directly to customers.We believe we are well positioned to take advantage of this environment because,as a larger company,we have more resources and certain competitive advantages over our smaller competitors.These advantages include greater purchasing power,the ability to provide customer
206、s with a broader range ofequipment and services,and greater flexibility to transfer equipment among locations in response to,and inanticipation of,customer demand.The fragmented nature of the industry and our relatively small market share,however,may adversely impact our ability to mitigate rental r
207、ate pressure.See“Industry Overview and EconomicOutlook”above for a discussion of our end-markets,as well as projected market performance in 2023.Environmental and Safety RegulationsOur operations are subject to numerous laws governing environmental protection and occupational health andsafety matter
208、s.These laws regulate issues such as wastewater,stormwater,solid and hazardous wastes andmaterials,and air quality.Our operations generally do not raise significant environmental risks,but we use and storehazardous materials as part of maintaining our rental equipment fleet and the overall operation
209、s of our business,dispose of solid and hazardous waste and wastewater from equipment washing,and store and dispense petroleumproducts from storage tanks at certain locations.Under environmental and safety laws,we may be liable for,amongother things,(i)the costs of investigating and remediating conta
210、mination at our sites as well as sites to which wesend hazardous wastes for disposal or treatment,regardless of fault,and(ii)fines and penalties for non-compliance.We incur ongoing expenses associated with the performance of appropriate investigation and remediation activitiesat certain locations.Em
211、ployeesApproximately 7,100 of our employees are salaried and approximately 17,500 are hourly.Collectivebargaining agreements relating to approximately 143 separate locations cover approximately 1,600 of ouremployees.We monitor employee satisfaction through ongoing surveys and consider our relationsh
212、ip 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-K andamendments to these reports,as well as our other SEC filings,available on our website,free of charge,as soon asreasonably practicable after they
213、are electronically filed with or furnished to the SEC.Our website address .The information contained on our website is not incorporated by reference in thisdocument.Item 1A.Risk FactorsOur business,results of operations and financial condition are subject to numerous risks and uncertainties.Inconnec
214、tion with any investment decision with respect to our securities,you should carefully consider the followingrisk factors,as well as the other information contained in this report and our other filings with the SEC.Additionalrisks and uncertainties not presently known to us or that we currently deem
215、immaterial may also impair our businessoperations.Should any of these risks materialize,our business,results of operations,financial condition and futureprospects could be negatively impacted,which in turn could affect the trading value of our securities.12Industry and Economic RisksChallenging econ
216、omic 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,ourcustomers or our suppliers and in turn adversely affect our business,revenues and operating results.Our
217、 business has been and may in the future be adversely affected by economic conditions in the United Statesand globally.A worsening of economic conditions,in particular with respect to North American construction andindustrial activities,could cause weakness in our end-markets and adversely affect ou
218、r revenues and operatingresults.Our general rental equipment and specialty equipment are used in connection with private non-residentialconstruction and industrial activities.In the past,weakness in our end-markets has led to a decrease in the demandfor our equipment and in the rates we realized.Suc
219、h decreases have adversely affected our operating results bycausing our revenues to decline and,because certain of our costs are fixed,our operating margins to be reduced.In addition,the following factors,among others,could adversely impact us,our customers or our suppliers andin turn adversely affe
220、ct 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 activity and capital spending by oil andnatural gas companies;an
221、 increase in costs,including the cost of construction materials,as a result of inflation or other factors;an increase in interest rates;adverse weather conditions,which may temporarily affect a particular region;a prolonged shutdown of the U.S.government;public health crises and epidemics(or concern
222、s over the possibility of such a health crisis or epidemic),such as COVID-19;supply chain disruptions;terrorism or hostilities involving the United States,Canada,Europe,Australia or New Zealand;geopolitical conflicts,such as Russias invasion of Ukraine,and the resultant sanctions and other measuresi
223、mposed 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-marketsand impact customer demand for equipment rentals,reduce the availability and productivity of our employees,increase our costs,result
224、 in delayed payments from our customers and uncollectible accounts,impact previouslyannounced strategic plans or impact our ability to access funds from financial institutions and capital markets onterms favorable to us,or at all.Trends in oil and natural gas prices could adversely affect the level
225、of exploration,development and productionactivity of certain of our customers and the demand for our services and products.Demand for our services and products is sensitive to the level of exploration,development and productionactivity of,and the corresponding capital spending by,oil and natural gas
226、 companies,including national oilcompanies,regional exploration and production providers,and related service providers.The level of exploration,development and production activity is directly affected by trends in oil and natural gas prices,which historicallyhave been volatile and are likely to cont
227、inue to be volatile.13Prices for oil and natural gas are subject to potentially large fluctuations in response to relatively minorchanges in the supply of and demand for oil and natural gas,market uncertainty,and a variety of other economicfactors that are beyond our control.Any prolonged reduction
228、in oil and natural gas prices will depress the immediatelevels of exploration,development and production activity,which could have an adverse effect on our business,results of operations and financial condition.Even the perception of longer-term lower oil and natural gas prices byoil and natural gas
229、 companies and related service providers can similarly reduce or defer major expenditures bythese companies and service providers given the long-term nature of many large-scale development projects.Additionally,potential climate change regulation,including a potential carbon tax,could adversely affe
230、ct the levelof exploration,development and production activity of certain of our customers and the demand for our services andproducts.See“Operational RisksClimate change,climate change regulations and greenhouse effects maymaterially adversely impact our operations and markets.”Our industry is high
231、ly competitive,and competitive pressures could lead to a decrease in our market share or inthe prices that we can charge.The equipment rental industry is highly fragmented and competitive.Our competitors include small,independent businesses with one or two rental locations,regional competitors that
232、operate in one or more states,national and global companies or divisions of national and global companies,and equipment vendors and dealerswho both sell and rent equipment directly to customers.We may in the future encounter increased competition fromour existing competitors or from new competitors.
233、Competitive pressures could adversely affect our revenues andoperating results by,among other things,decreasing our rental volumes,depressing the prices that we can charge orincreasing our costs to retain employees.Increases in fuel costs or reduced supplies of fuel have in the past harmed,and could
234、 in the future again harm,our business.We believe that one of our competitive advantages is the mobility of our fleet.Accordingly,our business in thepast has been,and in the future could be,adversely affected by limitations on fuel supplies or significant increasesin fuel prices that result in highe
235、r costs to us for transporting equipment from one branch to another branch.Although we have used,and may continue to use,futures contracts to hedge against fluctuations in fuel prices,asignificant or protracted price fluctuation or disruption of fuel supplies could have a material adverse effect on
236、ourfinancial condition and results of operations.Additionally,potential climate change regulation,including a potentialcarbon tax,could increase the overall cost of fuel to us and have a material adverse effect on us.See“OperationalRisksClimate change,climate change regulations and greenhouse effect
237、s may materially adversely impact ouroperations and markets.”Risks Related to our Indebtedness and LiquidityOur significant indebtedness exposes us to various risks.At December 31,2022,our total indebtedness was$11.4 billion.Our significant indebtedness could adverselyaffect our business,results of
238、operations and financial condition in a number of ways by,among other things:increasing our vulnerability to,and limiting our flexibility to plan for,or react to,adverse economic,industry or competitive developments;making it more difficult to pay or refinance our debts as they become due during per
239、iods of adverseeconomic,financial market or industry conditions;requiring us to devote a substantial portion of our cash flow to debt service,reducing the funds availablefor other purposes,including funding working capital,capital expenditures,acquisitions,execution of ourgrowth strategy and other g
240、eneral corporate purposes,or otherwise constraining our financial flexibility;restricting our ability to move operating cash flows to Holdings.URNAs payment capacity is restrictedunder the covenants in our senior secured asset-based revolving credit facility(“ABL facility”),our seniorsecured term lo
241、an credit facility(“term loan facility”)and the indentures governing URNAs outstandingsenior notes;14affecting our ability to obtain additional financing for working capital,acquisitions or other purposes,particularly since substantially all of our assets are subject to security interests relating t
242、o existingindebtedness;decreasing our profitability or cash flow;causing 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 le
243、ss debt and lower debt servicerequirements;resulting in a downgrade in 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 abili
244、ty to borrow additional monies in the future to fund working capital,capital expendituresand other general corporate purposes.A portion of our indebtedness bears interest at variable rates that are linked to changing market interest rates.As a result,increases in market interest rates increase our i
245、nterest expense and our debt service obligations.AtDecember 31,2022,we had$3.5 billion of indebtedness that bore interest at variable rates.As of December 31,2022,our variable rate indebtedness represented 31 percent of our total indebtedness.See Item 7AQuantitativeand Qualitative Disclosures About
246、Market Risk for additional information related to interest rate risk.To service our indebtedness,we will require a significant amount of cash and our ability to generate cashdepends on many factors beyond our control.We depend on cash on hand and cash flows from operations to make scheduled debt pay
247、ments.To a significantextent,our ability to do so is subject to general economic,financial,competitive,legislative,regulatory and otherfactors that are beyond our control.We may not be able to generate sufficient cash flow from operations to repayour indebtedness when it becomes due and to meet our
248、other cash needs.If we are unable to service ourindebtedness and fund our operations,we will have to adopt an alternative strategy that may include:reducing or delaying capital expenditures;limiting our growth;seeking additional capital;selling assets;orrestructuring or refinancing our indebtedness.
249、Even if we adopt an alternative strategy,the strategy may not be successful and we may continue to be unableto 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 an
250、d adversely affect our liquidity and our ongoing results of operations.Our ability to refinance indebtedness will depend in part on our operating and financial performance,which,inturn,is subject to prevailing economic conditions and to financial,business,legislative,regulatory and other factorsbeyo
251、nd our control.In addition,prevailing interest rates or other factors at the time of refinancing could increase ourinterest expense.A refinancing of our indebtedness could also require us to comply with more onerous covenantsand further restrict our business operations.Our inability to refinance our
252、 indebtedness or to do so upon attractiveterms could materially and adversely affect our business,prospects,results of operations,financial condition andcash flows,and make us vulnerable to adverse industry and general economic conditions.15We may be able to incur substantially more debt and take ot
253、her actions that could diminish our ability to makepayments on our indebtedness when due,which could further exacerbate the risks associated with our currentlevel of indebtedness.Despite our indebtedness level,we may be able to incur substantially more indebtedness in the future and suchindebtedness
254、 may be secured indebtedness.The indentures and other agreements governing our current indebtednesspermit us to recapitalize our debt or take a number of other actions,any of which could diminish our ability to makepayments on our indebtedness when due and further exacerbate the risks associated wit
255、h our current level ofindebtedness.If new debt is added to our or any of our existing and future subsidiaries current debt,the relatedrisks that we now face could intensify and we may not be able to meet all of our debt obligations.If we are unable to satisfy the financial covenant or comply with ot
256、her covenants in certain of our debtagreements,our lenders could elect to 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 ourbusine
257、ss,including to fund capital expenditures,acquisitions,operating expenses and other liquidity needs.The onlyfinancial covenant that currently exists under the ABL facility is the fixed charge coverage ratio.Subject to certainlimited exceptions specified in the ABL facility,the fixed charge coverage
258、ratio covenant under the ABL facilitywill only apply in the future if specified availability under the ABL facility falls below 10 percent of the maximumrevolver amount under the ABL facility.When certain conditions are met,cash and cash equivalents and borrowingbase collateral in excess of the ABL
259、facility size may be included when calculating specified availability under theABL facility.As of December 31,2022,specified availability under the ABL facility exceeded the requiredthreshold and,as a result,this financial covenant was inapplicable.Under our accounts receivable securitizationfacilit
260、y,we are required,among other things,to maintain certain financial tests relating to:(i)the default ratio,(ii)the delinquency ratio,(iii)the dilution ratio and(iv)days sales outstanding.The accounts receivablesecuritization facility also requires us to comply with the fixed charge coverage ratio und
261、er the ABL facility,to theextent the ratio is applicable under the ABL facility.If we are unable to satisfy the financial covenant under theABL facility or the financial tests under the accounts receivable securitization facility or comply with any of theother relevant covenants under the applicable
262、 agreement,the lenders could elect to terminate the ABL facility and/orthe accounts receivable securitization facility and require us to repay outstanding borrowings.In such event,unlesswe are able to refinance the indebtedness coming due and replace the ABL facility and/or the accounts receivablese
263、curitization facility,we would likely not have sufficient liquidity for our business needs and would be forced toadopt an alternative strategy.Even if we adopt an alternative strategy,the strategy may not be successful and wemay not have sufficient liquidity to service our debt and fund our operatio
264、ns.Future debt arrangements we enter intomay contain similar financial covenant provisions.Restrictive covenants in certain of the agreements and instruments governing our indebtedness may adverselyaffect our financial and operational flexibility.In addition to the financial covenant and other finan
265、cial tests,various other covenants in the ABL facility,termloan facility,accounts receivable securitization facility and the other agreements governing our debt imposesignificant operating and financial restrictions on us and our restricted subsidiaries.Such covenants include,amongother things,limit
266、ations on:(i)liens;(ii)indebtedness;(iii)mergers,consolidations and acquisitions;(iv)sales,transfers and other dispositions of assets;(v)loans and other investments;(vi)dividends and other distributions,stock repurchases and redemptions and other restricted payments;(vii)dividends,other payments and
267、 other mattersaffecting subsidiaries;(viii)transactions with affiliates;and(ix)issuances of preferred 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 may
268、alsomake more difficult or discourage a takeover of us,whether favored or opposed by our management and/or ourBoard of Directors.Our ability to comply with these covenants may be affected by events beyond our control,and any materialdeviations from our forecasts could require us to seek waivers or a
269、mendments of covenants or alternative16sources of financing,or to reduce expenditures.We cannot guarantee that such waivers,amendments or alternativefinancing 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 agree
270、ments would result in an event ofdefault.Such a default could allow our debt holders to accelerate repayment of the related debt,as well as any otherdebt to which a cross-acceleration or cross-default provision applies,and/or to declare all borrowings outstandingunder these agreements to be due and
271、payable.If our debt is accelerated,our assets may not be sufficient to repaysuch debt.The amount of borrowings permitted under our ABL facility may fluctuate significantly,which may adverselyaffect our liquidity,results of operations and financial position.The amount of borrowings permitted at any t
272、ime under our ABL facility is limited to a periodic borrowing basevaluation of the collateral thereunder.As a result,our access to credit under our ABL facility is potentially subjectto significant fluctuations depending on the value of the borrowing base of eligible assets as of any measurementdate
273、,as well as certain discretionary rights of the agent in respect of the calculation of such borrowing base value.The inability to borrow under our ABL facility,or limitations on the amounts we can borrow under our ABLfacility,may adversely affect our liquidity,results of operations and financial pos
274、ition.We rely on available borrowings under the ABL facility and the accounts receivable 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 existi
275、ng sources of cash are borrowingsavailable under the ABL facility and the accounts receivable securitization facility.If our access to such financingwas unavailable or reduced,or if such financing were to become significantly more expensive for any reason,wemay not be able to fund daily operations,w
276、hich would cause material harm to our business or could affect ourability to operate our business as a going concern.In addition,if certain of our lenders experience difficulties thatrender them unable to fund future draws on the facilities,we may not be able to access all or a portion of thesefunds
277、,which could have similar adverse consequences.If we are unable to obtain additional capital as required,we may be unable to fund the capital outlays requiredfor the success of our business.If the cash that we generate from our business,together with cash that we may borrow under the ABL facilityand
278、 accounts receivable securitization facility,is not sufficient to fund our capital requirements,we will requireadditional debt and/or equity financing.However,we may not succeed in obtaining the requisite additionalfinancing or such financing may include terms that are not satisfactory to us.We may
279、not be able to obtainadditional debt financing as a result of prevailing interest rates or other factors,including the presence of covenantsor other restrictions under the ABL facility and/or other agreements governing our debt.In the event we seek toobtain equity financing,our stockholders may expe
280、rience dilution as a result of the issuance of additional equitysecurities.This dilution may be significant depending upon the amount of equity securities that we issue and theprices at which we issue such securities.If we are unable to obtain sufficient additional capital in the future,we maybe una
281、ble to fund the capital outlays required for the success of our business,including those relating to purchasingequipment,growth plans and refinancing existing indebtedness.Risks Related to our Strategic Transactions and InvestmentsOur growth strategies may be unsuccessful if we are unable to identif
282、y and complete future acquisitions andsuccessfully integrate acquired businesses or assets.We have historically achieved a significant portion of our growth through acquisitions and we will continue toconsider potential acquisitions on a selective basis.From time-to-time we have also approached,or h
283、ave been17approached by,other public companies or large privately-held companies to explore consolidation opportunities.There can be no assurance that we will be able to identify suitable acquisition opportunities in the future or that wewill be able to consummate any such transactions on terms and
284、conditions acceptable to us.Acquisitions entail certain risks,including:unrecorded liabilities of acquired companies and unidentified issues with acquired companies or acquiredassets that we fail to discover during our due diligence investigations or that are not subject toindemnification or reimbur
285、sement by the seller;greater than expected expenses,such as the need to obtain 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;inh
286、erent risk associated with entering a geographic area or line of business in which we have no or limitedexperience;difficulty in assimilating the operations and personnel of an acquired company,or acquired assets,withinour existing operations,including the consolidation of corporate and administrati
287、ve functions;difficulty in integrating marketing,information technology and other systems;difficulty in conforming standards,controls,procedures and policies,business cultures and compensationstructures;difficulty in identifying and eliminating redundant and underperforming operations and assets;los
288、s of key employees of the acquired company;operating inefficiencies that have a negative impact on profitability;impairment of goodwill or other acquisition-related intangible assets;failure to achieve anticipated synergies or receiving an inadequate return of capital;andstrains on management and ot
289、her personnel time and resources to evaluate,negotiate and integrateacquisitions.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 we expe
290、ct,or at all,cause us to incur unanticipated liabilities or harm our existing operations or our business generally.Inaddition,if we are unable to successfully integrate our acquisitions with our existing business,we may not obtainthe advantages that the acquisitions were intended to create,which may
291、 materially and adversely affect ourbusiness,results of operations,financial condition,cash flows,our ability to introduce new services and productsand the market price of our stock.We would expect to pay for any future acquisitions using cash,capital stock,net proceeds from the issuance ofnotes,bor
292、rowings under our credit facilities and/or assumption of indebtedness.To the extent that our existingsources of cash are not sufficient,we would expect to need additional debt or equity financing,which involves itsown risks,such as the dilutive effect on shares held by our stockholders if we finance
293、d acquisitions by issuingconvertible debt or equity securities,or the risks 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 31,2022,we had$6.0 billion of goodwill on o
294、ur consolidated balance sheet.Goodwill representsthe excess of cost over the fair value of net assets acquired in business combinations.We assess potential18impairment of our goodwill at least annually.Impairment may result from significant changes in the manner of useof the acquired assets,negative
295、 industry or economic trends and/or significant underperformance relative to historicor projected operating results.For a discussion of our goodwill impairment testing,see“Critical AccountingPolicies-Evaluation of Goodwill Impairment”in Part II,Item 7-Managements Discussion and Analysis of Financial
296、Condition and Results of Operations.Risks Related to our SecuritiesOur operating results may fluctuate,which could affect the trading value of our securities.Our revenues and operating results may fluctuate from quarter to quarter or over the longer term due to anumber of factors,which could adverse
297、ly affect the trading value of our securities.These factors,in addition togeneral 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 ten
298、ding to be lower in the winter;changes in the size of our rental fleet and/or in the rate at which we sell our used equipment;excess fleet in the equipment rental industry;changes in private non-residential construction spending or government funding for infrastructure and otherconstruction projects
299、;changes in demand for,or utilization of,our equipment or in the prices we charge 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
300、 and steel to our equipmentsuppliers,which can result in increased equipment 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
301、;potential enactment of new legislation affecting our operations or labor relations;supply chain or other disruptions that impact our ability to obtain equipment and other supplies for ourbusiness from our key suppliers on acceptable terms or at all;completion of acquisitions,divestitures or recapit
302、alizations;increases in interest rates and related increases in our interest expense and our debt service obligations;the possible need,from time to time,to record goodwill impairment charges or other write-offs or chargesdue to a variety of occurrences,such as the adoption of new accounting standar
303、ds,the impairment of assets,rental location divestitures,dislocation in the equity and/or credit markets,consolidations or closings,restructurings,the refinancing of existing indebtedness or the buy-out of equipment leases;andcurrency risks and other risks associated with international operations.Ou
304、r common stock price has fluctuated significantly and may continue to do so in the future.Our common stock price has fluctuated significantly and may continue to do so in the future for a number ofreasons,including:fluctuations in the results of our operations and general conditions in the economy,o
305、ur market,and themarkets served by our customers;announcements of developments related to our business;19market perceptions of any proposed merger or acquisition and the likelihood of our involvement in othermerger and acquisition activity;variations in our revenues,gross margins,earnings or other f
306、inancial results from investorsexpectations;departure of key personnel;purchases 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 o
307、il and natural gas;expectations regarding our share repurchase program;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 op
308、erating performance of the affected companies.As a result,the price ofour 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 program orthat our share repurchase program w
309、ill enhance long-term stockholder value.Share repurchases could alsoincrease 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,we areauthorized to repurchase shares of co
310、mmon stock for an aggregate purchase price not to exceed$1.25 billion,excluding fees,commissions and other ancillary expenses.No repurchases were made as of December 31,2022under this program,which was paused through the initial phase of the integration of the Ahern Rentals acquisitionthat is discus
311、sed in note 4 to the consolidated financial statements.We expect to resume repurchases under theprogram in the first quarter of 2023,and to repurchase$1.0 billion of common stock under the program in 2023.Although the Board of Directors has authorized the share repurchase program,the share repurchas
312、e programdoes not obligate the Company to repurchase any specific dollar amount or to acquire any specific number of shares.The timing and amount of repurchases,if any,will depend upon several factors,including market and businessconditions,the trading price of the Companys common stock and the natu
313、re of other investment opportunities.InAugust 2022,Congress passed the Inflation Reduction Act,which imposes a new one percent tax on stockrepurchases,subject to certain adjustments,after December 31,2022 by publicly traded U.S.companies,includingus,which may also impact our decision to engage in sh
314、are repurchases.Also,our ability to repurchase shares ofstock may be limited by restrictive covenants in our debt agreements.The repurchase program may be limited,suspended or discontinued at any time without prior notice.In addition,repurchases of our common stock pursuantto our share repurchase pr
315、ogram could affect our stock price and increase its volatility.The existence of a sharerepurchase program could cause our stock price to be higher than it would be in the absence of such a program andcould potentially reduce the market liquidity for our stock.Additionally,our share repurchase progra
316、m coulddiminish our cash reserves,which may impact our ability to finance future growth,to continue to pay a dividend andto pursue possible future strategic opportunities and acquisitions.There can be no assurance that any sharerepurchases will enhance stockholder value because the market price of o
317、ur common stock may decline below thelevels at which we repurchased shares of stock.Although our share repurchase program is intended to enhance long-term stockholder value,there is no assurance that it will do so and short-term stock price fluctuations could reducethe programs effectiveness.Our cha
318、rter provisions,as well as other factors,may affect the likelihood of a takeover or change of control ofthe Company.We have in place certain charter provisions that may have the effect of deterring hostile takeovers or delayingor preventing changes in control or management of the Company that are no
319、t approved by our Board,including20transactions in which our stockholders might otherwise receive a premium for their shares over then-current marketprices.We are also subject to Section 203 of the Delaware General Corporation Law which,under certaincircumstances,restricts the ability of a publicly
320、held Delaware corporation to engage in a business combination,such as a merger or sale of assets,with any stockholder that,together with affiliates,owns 15 percent or more of thecorporations outstanding voting stock,which similarly could prohibit or delay the accomplishment of a change ofcontrol tra
321、nsaction.In addition,under each of the ABL facility and the term loan facility,a change of control(asdefined in the applicable credit agreement)constitutes an event of default,entitling our lenders to terminate theABL facility or the term loan facility,as applicable,and require us to repay outstandi
322、ng borrowings.A change ofcontrol(as defined in the applicable agreement)is also a termination event under our accounts receivablesecuritization facility and under certain circumstances would require us to offer to repurchase our outstanding seniornotes.As a result,the provisions of the agreements go
323、verning our debt also may affect the likelihood of a takeoveror other change of control.We cannot make any guarantees with respect to payment of dividends on our common stock.In January 2023,our Board of Directors approved the declaration of a dividend on our common stock.TheBoard of Directors will
324、regularly evaluate our capital allocation strategy and dividend policy,and any futuredetermination to continue to pay dividends,and the amount of such dividends,will be at the discretion of the Boardof Directors and will depend upon,among other factors,our results of operations,financial condition,c
325、apitalrequirements and contractual restrictions,including the requirements of the agreements governing our indebtedness.No assurance can be given that cash dividends will continue to be declared and paid,and,if declared and paid,theamount of such dividends.Operational RisksIf we are unable to collec
326、t on contracts with customers,our operating results would be adversely affected.One of the reasons some of our customers find it more attractive to rent equipment than own that equipment isthe need to deploy their capital elsewhere.This has been particularly true in industries with recent high growt
327、h ratessuch as the construction industry.However,some of our customers may have liquidity issues and ultimately maynot be able to fulfill the terms of their rental agreements with us.If we are unable to manage credit risk issuesadequately,or if a large number of customers have financial difficulties
328、 at the same time,our credit losses couldincrease above historical levels and our operating results would be adversely affected.Further,a worsening ofeconomic conditions would be expected to result in increased delinquencies and credit losses.Turnover of members of our management and our ability to
329、attract and retain key personnel may adversely affectour ability to efficiently manage our business and execute our strategy.Our success is dependent,in part,on the experience and skills of our management team,and competition in ourindustry and the business world for top management talent is general
330、ly significant.Although we believe wegenerally have competitive pay packages,we can provide no assurance that our efforts to attract and retain oursenior management staff will be successful.Moreover,in the past,we have experienced volatility in our stock price,and we may experience such volatility a
331、gain in the future,which may make it more difficult and expensive to recruitand retain employees,particularly senior management,through grants of stock or stock options.This,in turn,couldplace greater pressure on the Company to increase the cash component of its compensation packages,which mayadvers
332、ely affect our operating results.If we are unable to fill and keep filled all of our senior management positions,or if we lose the services of any key member of our senior management team and are unable to find a suitablereplacement in a timely fashion,we may be challenged to effectively manage our
333、business and execute our strategy.In addition,we must continue to identify,hire,train and retain key personnel who maintain relationships withour customers and who provide technical skills required for our Companys growth.There is a shortage of qualifiedpersonnel in these fields,and we compete with other companies for the limited pool of talent.The failure to recruitand retain necessary key person