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

•	the cyclical nature of our business, which is highly sensitive to North American construction and industrial activities; if construction or industrial activity decline, our revenues and, because many of our costs are fixed, our profitability may be adversely affected;

•	our significant indebtedness (which totaled $8.2 billion at December 31, 2015) requires us to use a substantial portion of our cash flow for debt service and can constrain our flexibility in responding to unanticipated or adverse business conditions;

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

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

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

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

•	overcapacity of fleet in the equipment rental industry;

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

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

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

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

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

•	incurrence of impairment charges;

•	trends in oil and natural gas could adversely affect the demand for our services and products;

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

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

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

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

•	shortfalls in our insurance coverage;

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

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

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

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

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

•	competition from existing and new competitors;

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

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

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•	the costs of complying with environmental, safety and foreign law and regulations, as well as other risks associated with non-U.S. operations, including currency exchange risk;

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

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

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

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

•

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

•

The implementation of “Lean” management techniques, including kaizen processes focused on continuous improvement, through a program we call Operation United 2. As of December 31, 2015, we have trained over 3,100 employees, over 70 percent of our district managers and over 60 percent of our branch managers on the Lean kaizen process. We continue to implement this program across our branch network, with the objectives of: reducing the cycle time associated with renting our equipment to customers; improving invoice accuracy and service quality; reducing the elapsed time for equipment pickup and delivery; and improving the effectiveness and efficiency of our repair and maintenance operations. As discussed in note 5 to our consolidated financial statements, in the fourth quarter of 2015, we initiated a restructuring program focused on cost savings throughout the organization partially due to the Lean initiatives not fully generating the anticipated cost savings due to lower than expected rental volume in 2015. The savings generated from Lean initiatives are partially dependent on rental volume, and, though we have not yet achieved the anticipated level of Lean savings, we expect to continue to achieve savings through the Lean initiatives; and

•

The continued expansion of our trench, power and pump footprint, as well as our tools offering, and the cross-selling of these services throughout our network. We plan to open at least 14 specialty rental branches/tool hubs in 2016 and continue to invest in specialty rental fleet to further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings.

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

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

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

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•	Equipment Sharing Among Branches. Each branch within a region can access equipment located elsewhere in the region. This fleet sharing increases equipment utilization because equipment that is idle at one branch can be marketed and rented through other branches. Additionally, fleet sharing allows us to be more disciplined with our capital spend.

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

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

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

•	permit customers to access their accounts online; and

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

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

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

•	reducing our dependence on any particular customer.

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

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

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

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

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•	a decrease in expected levels of infrastructure spending;

•	a lack of availability of credit;

•	an overcapacity of fleet in the equipment rental industry;

•	a decrease in the level of exploration, development, production activity and capital spending by oil and natural gas companies;

•	an increase in the cost of construction materials;

•	an increase in interest rates;

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

•	terrorism or hostilities involving the United States or Canada.

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

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

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

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

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

•	decreasing our profitability or cash flow;

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

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

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

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

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

•	reducing or delaying capital expenditures;

•	limiting our growth;

•	seeking additional capital;

•	selling assets; or

•	restructuring or refinancing our indebtedness.

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

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

•	unfavorable accounting treatment and unexpected increases in taxes;

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

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

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

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

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

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

•	loss of key employees of the acquired company;

•	operating inefficiencies that have a negative impact on profitability;

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

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

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

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

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

•	an overcapacity of fleet in the equipment rental industry;

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

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

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

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

•	labor shortages, work stoppages or other labor difficulties;

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

•	completion of acquisitions, divestitures or recapitalizations;

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

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

•	currency risks and other risks associated with international operations.

•	announcements of developments related to our business;

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

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

•	departure of key personnel;

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

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

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

•	fluctuations in the prices of oil and natural gas;

•	expectations regarding our share repurchase program; and

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

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

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

•	weather conditions and natural disasters;

•	worldwide political, military and economic conditions;

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

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

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

•	potential acceleration of the development of alternative fuels.

•	our insurance policies, reflecting a program structure that we believe reflects market conditions for companies our size, are often subject to significant deductibles or self-insured retentions;

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

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

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

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

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

•	the time of year that it is sold;

•	the supply of used equipment on the market;

•	the existence and capacities of different sales outlets;

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

•	worldwide and domestic demand for used equipment; and

•	general economic conditions.

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Item  1B.	Unresolved Staff Comments

Item 2.	Properties

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Item  3.	Legal Proceedings

Item  4.	(Removed and Reserved)

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

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(1)	In October 2015, November 2015 and December 2015, 7,004, 7,653 and 2,348 shares, respectively, were withheld by Holdings to satisfy tax withholding obligations upon the vesting of restricted stock unit awards. These shares were not acquired pursuant to any repurchase plan or program.

(2)

On December 1, 2014, our Board authorized a $750 million share repurchase program, which we intended to complete within 18 months of its initiation, and which was completed in October 2015. On July 21, 2015, our Board authorized a new $1 billion share repurchase program which commenced upon completion of the $750 million share repurchase program. We intend to complete the $1 billion program within 18 months of its initiation in November 2015. The shares purchased in the table above include shares purchased under both the $750 million program and the $1 billion program. The remaining amount in the table above pertains to the current $1 billion share repurchase program.

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Item 6.	Selected Financial Data

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

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

•

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

•

The implementation of “Lean” management techniques, including kaizen processes focused on continuous improvement, through a program we call Operation United 2. As of December 31, 2015, we have trained over 3,100 employees, over 70 percent of our district managers and over 60 percent of our branch managers on the Lean kaizen process. We continue to implement this program across our branch network, with the objectives of: reducing the cycle time associated with renting our equipment to customers; improving invoice accuracy and service quality; reducing the elapsed time for equipment pickup and delivery; and improving the effectiveness and efficiency of our repair and maintenance operations. As discussed in note 5 to our consolidated financial statements, in the fourth quarter of 2015, we initiated a restructuring program focused on cost savings throughout the organization partially due to the Lean initiatives not fully generating the anticipated cost savings due to lower than expected rental volume in 2015. The savings generated from Lean initiatives are partially dependent on rental volume, and, though we have not yet achieved the anticipated level of Lean savings, we expect to continue to achieve savings through the Lean initiatives; and

•

The continued expansion of our trench, power and pump footprint, as well as our tools offering, and the cross-selling of these services throughout our network. We plan to open at least 14 specialty rental branches/tool hubs in 2016 and continue to invest in specialty rental fleet to further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings.

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•	A year-over-year increase of 0.5 percent in rental rates;

•	A year-over-year increase of 3.2 percent in the volume of OEC on rent;

•	Time utilization of 67.3 percent decreased 150 basis points year-over-year. In 2015, time utilization was impacted by volume and pricing pressure on our general rental business and our Pump Solutions region associated with upstream oil and gas customers. Excluding the branches with the most exposure to upstream oil and gas, time utilization decreased 40 basis points year-over-year;

•	64 percent of equipment rental revenue derived from key accounts, which was flat with 2014. Key accounts are each managed by a single point of contact to enhance customer service; and

•	An increase of 12 rental locations in our higher margin trench, power and pump (also referred to as "specialty") segment in 2015, comprised of nine locations in the United States and three in Canada.

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

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

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

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

•	In September 2014 and September 2015, we amended and extended our accounts receivable securitization facility. The September 2015 amendment included an increase in the size of the facility from $550 to $625.

•	In March 2015, we issued $1 billion principal amount of 4 5/8 percent Senior Secured Notes.

•	In March 2015, we issued $800 principal amount of 5 1/2 percent Senior Notes.

•	In March 2015, we amended and extended our ABL facility, and increased the size of the facility to $2.5 billion.

•	In April 2015, we redeemed all of our 5 3/4 percent Senior Secured Notes and 8 3/8 percent Senior Subordinated Notes.

•	In April 2015, we redeemed $350 principal amount of our 8 1/4 percent Senior Notes.

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(1)	This reflects transaction costs associated with the RSC and National Pump acquisitions. The income for the year ended December 31, 2015 reflects a decline in the fair value of the contingent cash consideration component of the National Pump purchase price. For additional information concerning the National Pump acquisition, see note 3 to our consolidated financial statements.

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

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

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

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

(6)	As discussed in note 5 to our consolidated financial statements, this reflects severance costs and branch closure charges associated with our closed restructuring programs and our current restructuring program.

(7)	This charge primarily reflects write-offs of leasehold improvements and other fixed assets in connection with our closed restructuring programs.

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(1)	This reflects transaction costs associated with the RSC and National Pump acquisitions. The income for the year ended December 31, 2015 reflects a decline in the fair value of the contingent cash consideration component of the National

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(2)	As discussed in note 5 to our consolidated financial statements, this reflects severance costs and branch closure charges associated with our closed restructuring programs and our current restructuring program.

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

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

(1)	Rental rate changes are calculated based on the year-over-year variance in average contract rates, weighted by the prior period revenue mix.

(2)	Time utilization is calculated by dividing the amount of time an asset is on rent by the amount of time the asset has been owned during the year.

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(1)	The maximum month-end amount outstanding under the ABL facility exceeded the average amount outstanding during the year ended December 31, 2015 primarily due to the repayment of a portion of the outstanding borrowings under the ABL facility in March 2015 using the net proceeds from the debt issuances discussed in the "Financial Overview" above.

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(1)	The payments due with respect to a period represent (i) in the case of debt and capital leases, the scheduled principal payments due in such period, and (ii) in the case of operating leases, the minimum lease payments due in such period under non-cancelable operating leases.

(2)	Estimated interest payments have been calculated based on the principal amount of debt and the applicable interest rates as of December 31, 2015.

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

(4)

As of December 31, 2015, we had outstanding purchase orders, which were negotiated in the ordinary course of business, with our equipment and inventory suppliers. These purchase commitments can be cancelled by us, generally with 30 days notice and without cancellation penalties. The equipment and inventory receipts from the suppliers for these purchases and related payments to the suppliers are expected to be completed throughout 2016.

(5)	This information excludes $3 of unrecognized tax benefits, which are discussed further in note 13 to our consolidated financial statements. It is not possible to estimate the time period during which these unrecognized tax benefits may be paid to tax authorities.

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk

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Item 8.	Financial Statements and Supplementary Data

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

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

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

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

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(1)	Relates to branch closure charges and severance costs. See note 5 for additional detail.

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

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

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

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

(3)	Amounts recognized on hedged item reflect the use of 10.6 million, 10.5 million and 9.7 million gallons of diesel covered by the fixed price swaps during the years ended December 31, 2015, 2014 and 2013, respectively.

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(1)	The fair value of the 4 percent Convertible Senior Notes is based on the market value of comparable notes. Consistent with the carrying amount, the fair value excludes the equity component of the notes. The 4 percent Convertible Senior Notes matured in 2015. To exclude the equity component and calculate the fair value as of December 31, 2014, we used an effective interest rate of 7.3 percent.

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

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(1)	$873 and $48 were available under our ABL facility and accounts receivable securitization facility, respectively, at December 31, 2015. The ABL facility availability is reflected net of $37 of letters of credit. At December 31, 2015, the interest rates applicable to our ABL facility and accounts receivable securitization facility were 2.3 percent and 1.1 percent, respectively.

(2)	In 2015, we redeemed all of our 5 3/4 percent Senior Secured Notes and 8 3/8 percent Senior Subordinated Notes, and $350 principal amount of our 8 1/4 percent Senior Notes. Upon redemption, we recognized an aggregate loss of $121 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the redeemed notes.

(3)	In 2015, URNA issued $1.0 billion principal amount of 4 5/8 percent Senior Secured Notes and $800 principal amount of 5 1/2 percent Senior Notes. See below for additional detail.

(4)	The 4 percent Convertible Senior Notes matured in 2015. During the year ended December 31, 2015, $34 principal amount of the 4 percent Convertible Senior Notes was redeemed. We recognized a loss of approximately $1 in interest expense, net upon redemption. The loss represented the difference between the net carrying amount and the fair value of the debt component of the notes.

(5)

In 2015, we adopted accounting guidance on the presentation of debt issuance costs. This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. Total debt as of December 31, 2015 and 2014 is presented above in accordance with this new guidance. Under the new presentation, total debt as of December 31, 2014 as presented above decreased by $90 from the previously reported total debt.

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•	borrowings are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves, exceeds the outstanding loans by a specified amount. As of December 31, 2015, there were $620 of receivables, net of applicable reserves, in the collateral pool;

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

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

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

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(1)	The weighted average interest rate on our capital lease obligations as of December 31, 2015 was approximately 5.9 percent.

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(1)

The fourth quarter of 2015 includes a decrease in stock compensation, net of $14 as compared to the fourth quarter of 2014 primarily due to lower than expected revenue and profitability. Additionally, as discussed in note 5 to our consolidated financial statements, in the fourth quarter of 2015, we initiated a restructuring program in response to recent challenges in our operating environment. Though we expect solid industry growth in 2016, the restructuring program was initiated in an effort to reduce costs in an environment with continuing pressures on volume and pricing. We expect to complete the restructuring program in 2016, and recognized $4 of costs for the program in the fourth quarter of 2015. Additionally, during the fourth quarter of 2015, we reached agreement on a settlement that will provide us with a $5 refund on previously paid property taxes. We recognized a reduction of $5 in cost of equipment rentals, excluding depreciation, associated with the settlement during the fourth quarter of 2015. Additionally, our provision for income taxes for the fourth quarter of 2015 includes the impact of a $5 increase in valuation allowances resulting from the enactment of Connecticut state limitations on net operating loss utilization.

(2)

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

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

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(4)	This primarily reflects transaction costs associated with the National Pump acquisition discussed above. The income during the year ended December 31, 2015 reflects a decline in the fair value of the contingent cash consideration component of the National Pump purchase price. For additional information concerning the National Pump acquisition, see note 3 to our consolidated financial statements.

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

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

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

(8)	This reflects a reduction of interest expense associated with the fair value mark-up of debt acquired in the RSC acquisition.

(9)	As discussed in note 5 to our consolidated financial statements, this reflects severance costs and branch closure charges associated with our closed restructuring programs and our current restructuring program.

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(1)	Other (income) expense, net includes an adjustment to the amount of royalties Holdings receives from URNA and its subsidiaries as discussed above (see Item 7- Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources- Relationship between Holdings and URNA).

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

(b)	Represents write-offs.

(c)	Represents payments.

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

Item  9A.	Controls and Procedures

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Item  9B.	Other Information

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Item  10.	Directors, Executive Officers and Corporate Governance

Item  11.	Executive Compensation

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

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

Item  14.	Principal Accountant Fees and Services

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Item  15.	Exhibits and Financial Statement Schedules

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*	Filed herewith.

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

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

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