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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 ___________________________________
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
2020
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from             to             
Commission File Number 1-14387
Commission File Number 1-13663
___________________________________ 
United Rentals, Inc.
United Rentals (North America), Inc.
(Exact Names of Registrants as Specified in Their Charters)
 ___________________________________
Delaware06-1522496
Delaware86-0933835
(States of Incorporation)(I.R.S. Employer Identification Nos.)
100 First Stamford Place, Suite 700
Stamford
Connecticut06902
(Address of Principal Executive Offices)(Zip Code)
Registrants’ Telephone Number, Including Area Code: (203(203) 622-3131 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par value, of United Rentals, Inc.URINew York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    o  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company 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 Accelerated FilerAccelerated Filer
Non-Accelerated FilerSmaller Reporting Company
Emerging Growth Company



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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes    x   No
As of October 14, 2019,26, 2020, there were 75,155,93972,136,631 shares of United Rentals, Inc. common stock, $0.01 par value, outstanding. There is no market for the common stock of United Rentals (North America), Inc., all outstanding shares of which are owned by United Rentals, Inc.
This combined Form 10-Q is separately filed by (i) United Rentals, Inc. and (ii) United Rentals (North America), Inc. (which is a wholly owned subsidiary of United Rentals, Inc.). United Rentals (North America), Inc. meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this report with the reduced disclosure format permitted by such instruction.



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UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 20192020
INDEX
 
Page
PART I
Page
PART IItem 1
Item 1
Item 2
Item 3
Item 4
PART II
Item 1
Item 1A
Item 2
Item 6

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “project,” “forecast,” “intend” or “anticipate,” or the negative thereof or comparable terminology, or by discussions of strategy or outlook. You are cautioned that our business and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, our actual results may differ materially from those projected.

Factors that could cause actual results to differ materially from those projected include, but are not limited to, the following:
uncertainty regarding the length of time it will take for the United States and the rest of the world to slow the spread of the novel strain of coronavirus (COVID-19) to the point where applicable governmental authorities are comfortable easing current “social distancing” policies, which have required closing many businesses deemed “non-essential”; such restrictions are designed to protect public health but also have the effect of significantly reducing demand for equipment rentals;
the extent to which businesses in and associated with the construction industry, including equipment rental service providers such as us, continue to be deemed “essential” for the purposes of “social distancing” policies in the regions in which we operate;
the impact of global economic conditions (including potential trade wars) and public health crises and epidemics, such as COVID-19, on us, our customers and our suppliers, in the United States and the rest of the world;
the possibility that companies that we have acquired or may acquire, including BakerCorp International Holdings, Inc. (“BakerCorp”) and Vander Holding Corporation and its subsidiaries (“BlueLine”), 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 $11.7$10.1 billion at September 30, 2019)2020) 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 (including as a result of current volatility and uncertainty in capital markets due to COVID-19), 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;industry, including as a result of reduced demand for fleet due to the impacts of COVID-19 on our customers;
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;anticipated (for example, due to COVID-19);
rates we charge and time utilization we achieve being less than anticipated;anticipated (including as a result of COVID-19);
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;require (including as a result of uncertainty in capital or other financial markets due to COVID-19);
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;
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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;personnel, as well as loss, absenteeism or the inability of employees to work or perform key functions in light of public health crises or epidemics (including COVID-19);
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, failure to protect personal information, compliance with data protection laws and other significant disruptions in our information technology systems;
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 (including as a result of Brexit), and tariffs;

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
the effect of changes in tax law.

For a more complete description of these and other possible risks and uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2018,2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, as well as to our subsequent filings with the SEC. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.


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PART I. FINANCIAL INFORMATION
 
Item 1.Financial Statements

Item 1.Financial Statements

UNITED RENTALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
 
September 30, 2019 December 31, 2018September 30, 2020December 31, 2019
(unaudited) (unaudited)
ASSETS   ASSETS
Cash and cash equivalents$60
 $43
Cash and cash equivalents$174 $52 
Accounts receivable, net of allowance for doubtful accounts of $103 at September 30, 2019 and $93 at December 31, 20181,595
 1,545
Accounts receivable, net of allowance for doubtful accounts of $114 at September 30, 2020 and $103 at December 31, 2019Accounts receivable, net of allowance for doubtful accounts of $114 at September 30, 2020 and $103 at December 31, 20191,324 1,530 
Inventory130
 109
Inventory108 120 
Prepaid expenses and other assets96
 64
Prepaid expenses and other assets122 140 
Total current assets1,881
 1,761
Total current assets1,728 1,842 
Rental equipment, net10,164
 9,600
Rental equipment, net9,041 9,787 
Property and equipment, net587
 614
Property and equipment, net598 604 
Goodwill5,143
 5,058
Goodwill5,147 5,154 
Other intangible assets, net961
 1,084
Other intangible assets, net701 895 
Operating lease right-of-use assets (note 8)650
 
Operating lease right-of-use assetsOperating lease right-of-use assets663 669 
Other long-term assets19
 16
Other long-term assets30 19 
Total assets$19,405
 $18,133
Total assets$17,908 $18,970 
LIABILITIES AND STOCKHOLDERS’ EQUITY   LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt$973
 $903
Short-term debt and current maturities of long-term debt$700 $997 
Accounts payable839
 536
Accounts payable541 454 
Accrued expenses and other liabilities831
 677
Accrued expenses and other liabilities675 747 
Total current liabilities2,643
 2,116
Total current liabilities1,916 2,198 
Long-term debt10,691
 10,844
Long-term debt9,351 10,431 
Deferred taxes1,800
 1,687
Deferred taxes1,818 1,887 
Operating lease liabilities (note 8)522
 
Operating lease liabilitiesOperating lease liabilities524 533 
Other long-term liabilities99
 83
Other long-term liabilities138 91 
Total liabilities15,755
 14,730
Total liabilities13,747 15,140 
Common stock—$0.01 par value, 500,000,000 shares authorized, 113,778,857 and 75,750,691 shares issued and outstanding, respectively, at September 30, 2019 and 112,907,209 and 79,872,956 shares issued and outstanding, respectively, at December 31, 20181
 1
Common stock—$0.01 par value, 500,000,000 shares authorized, 114,145,755 and 72,132,246 shares issued and outstanding, respectively, at September 30, 2020 and 113,825,667 and 74,362,195 shares issued and outstanding, respectively, at December 31, 2019Common stock—$0.01 par value, 500,000,000 shares authorized, 114,145,755 and 72,132,246 shares issued and outstanding, respectively, at September 30, 2020 and 113,825,667 and 74,362,195 shares issued and outstanding, respectively, at December 31, 2019
Additional paid-in capital2,429
 2,408
Additional paid-in capital2,463 2,440 
Retained earnings4,937
 4,101
Retained earnings5,868 5,275 
Treasury stock at cost—38,028,166 and 33,034,253 shares at September 30, 2019 and December 31, 2018, respectively(3,500) (2,870)
Treasury stock at cost—42,013,509 and 39,463,472 shares at September 30, 2020 and December 31, 2019, respectivelyTreasury stock at cost—42,013,509 and 39,463,472 shares at September 30, 2020 and December 31, 2019, respectively(3,957)(3,700)
Accumulated other comprehensive loss(217) (237)Accumulated other comprehensive loss(214)(186)
Total stockholders’ equity3,650
 3,403
Total stockholders’ equity4,161 3,830 
Total liabilities and stockholders’ equity$19,405
 $18,133
Total liabilities and stockholders’ equity$17,908 $18,970 
See accompanying notes.

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UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In millions, except per share amounts)
 
Three Months Ended Nine Months EndedThree Months EndedNine Months Ended
September 30, September 30, September 30,September 30,
2019
2018 2019 2018 2020201920202019
Revenues:       Revenues:
Equipment rentals$2,147
 $1,861
 $5,902
 $4,951
Equipment rentals$1,861 $2,147 $5,286 $5,902 
Sales of rental equipment198
 140
 587
 478
Sales of rental equipment199 198 583 587 
Sales of new equipment67
 54
 189
 140
Sales of new equipment54 67 169 189 
Contractor supplies sales27
 24
 78
 66
Contractor supplies sales25 27 73 78 
Service and other revenues49
 37
 139
 106
Service and other revenues48 49 140 139 
Total revenues2,488
 2,116
 6,895
 5,741
Total revenues2,187 2,488 6,251 6,895 
Cost of revenues:       Cost of revenues:
Cost of equipment rentals, excluding depreciation813
 671
 2,324
 1,883
Cost of equipment rentals, excluding depreciation689 813 2,083 2,324 
Depreciation of rental equipment417
 343
 1,211
 988
Depreciation of rental equipment395 417 1,216 1,211 
Cost of rental equipment sales122
 83
 363
 282
Cost of rental equipment sales123 122 353 363 
Cost of new equipment sales58
 46
 163
 121
Cost of new equipment sales47 58 147 163 
Cost of contractor supplies sales18
 15
 54
 43
Cost of contractor supplies sales18 18 52 54 
Cost of service and other revenues27
 20
 75
 58
Cost of service and other revenues29 27 86 75 
Total cost of revenues1,455
 1,178
 4,190
 3,375
Total cost of revenues1,301 1,455 3,937 4,190 
Gross profit1,033
 938
 2,705
 2,366
Gross profit886 1,033 2,314 2,705 
Selling, general and administrative expenses273
 265
 824
 736
Selling, general and administrative expenses232 273 721 824 
Merger related costs
 11
 1
 14
Merger related costs
Restructuring charge2
 9
 16
 15
Restructuring charge11 16 
Non-rental depreciation and amortization102
 75
 311
 213
Non-rental depreciation and amortization97 102 292 311 
Operating income656
 578
 1,553
 1,388
Operating income551 656 1,290 1,553 
Interest expense, net147
 118
 478
 339
Interest expense, net278 147 544 478 
Other income, net(1) 
 (6) (2)Other income, net(2)(1)(6)(6)
Income before provision for income taxes510
 460
 1,081
 1,051
Income before provision for income taxes275 510 752 1,081 
Provision for income taxes119
 127
 245
 265
Provision for income taxes67 119 159 245 
Net income$391
 $333
 $836
 $786
Net income$208 $391 $593 $836 
Basic earnings per share$5.10
 $4.05
 $10.70
 $9.44
Basic earnings per share$2.88 $5.10 $8.14 $10.70 
Diluted earnings per share$5.08
 $4.01
 $10.66
 $9.34
Diluted earnings per share$2.87 $5.08 $8.12 $10.66 
See accompanying notes.

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UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(In millions)
 
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2019 2018 2019 2018
 Net income$391

$333
 $836
 $786
 Other comprehensive income (loss), net of tax:       
 Foreign currency translation adjustments (1)(23)
18
 19
 (28)
 Fixed price diesel swaps


 1
 1
 Other comprehensive income (loss)(23) 18
 20
 (27)
 Comprehensive income (1)$368
 $351
 $856
 $759

Three Months EndedNine Months Ended
 September 30,September 30,
 2020201920202019
 Net income$208 $391 $593 $836 
 Other comprehensive income (loss), net of tax:
 Foreign currency translation adjustments (1)32 (23)(26)19 
 Fixed price diesel swaps(2)
 Other comprehensive income (loss)33 (23)(28)20 
 Comprehensive income (1)$241 $368 $565 $856 
(1)There were no0 material reclassifications from accumulated other comprehensive loss reflected in other comprehensive income (loss) during 20192020 or 2018.2019. There is no0 tax impact related to the foreign currency translation adjustments, as the earnings are considered permanently reinvested. We have historically considered the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested. We have not repatriated funds to the U.S. to satisfy domestic liquidity needs, nor do we anticipate the need to do so. If we determine that all or a portion of our foreign earnings are no longer indefinitely reinvested, we may be subject to additional foreign withholding taxes and U.S. state income taxes. There were no0 material taxes associated with other comprehensive income (loss) during 20192020 or 2018.2019.


See accompanying notes.


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UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)
(In millions)
Three Months Ended September 30, 2020
 Common Stock Treasury Stock
 Number of
Shares (1)
AmountAdditional Paid-in
Capital
Retained EarningsNumber of
Shares
AmountAccumulated Other Comprehensive Loss (2)
Balance at June 30, 202072 $1 $2,450 $5,660 42 $(3,957)$(247)
Net income208 
Foreign currency translation adjustments32 
Fixed price diesel swaps
Stock compensation expense, net— 18 
Shares repurchased and retired(5)
Balance at September 30, 202072 $1 $2,463 $5,868 42 $(3,957)$(214)


Three Months Ended September 30, 2019
 Common Stock Treasury Stock
 Number of
Shares (1)
AmountAdditional Paid-in
Capital
Retained EarningsNumber of
Shares
AmountAccumulated Other Comprehensive Loss (2)
Balance at June 30, 201977 $1 $2,415 $4,546 36 $(3,290)$(194)
Net income391 
Foreign currency translation adjustments(23)
Stock compensation expense, net14 
Repurchase of common stock(2)(210)
Balance at September 30, 201976 $1 $2,429 $4,937 38 $(3,500)$(217)
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Nine Months Ended September 30, 2020
Three Months Ended September 30, 2019 Common Stock Treasury Stock
Common Stock     Treasury Stock   Number of
Shares (1)
AmountAdditional Paid-in
Capital
Retained EarningsNumber of
Shares
AmountAccumulated Other Comprehensive Loss (2)
Number of
Shares (1)
 Amount 
Additional Paid-in
Capital
 Retained Earnings 
Number of
Shares
 Amount Accumulated Other Comprehensive Loss (2)
Balance at June 30, 201977
 $1
 $2,415
 $4,546
 36
 $(3,290) $(194)
Balance at December 31, 2019Balance at December 31, 201974 $1 $2,440 $5,275 39 $(3,700)$(186)
Net income      391
      Net income593 
Foreign currency translation adjustments            (23)Foreign currency translation adjustments(26)
Fixed price diesel swapsFixed price diesel swaps(2)
Stock compensation expense, net1
   14
        Stock compensation expense, net46 
Exercise of common stock optionsExercise of common stock options
Shares repurchased and retiredShares repurchased and retired(24)
Repurchase of common stock(2)       2
 (210)  Repurchase of common stock(3)(257)
Balance at September 30, 201976
 $1
 $2,429
 $4,937
 38
 $(3,500) $(217)
Balance at September 30, 2020Balance at September 30, 202072 $1 $2,463 $5,868 42 $(3,957)$(214)


 Three Months Ended September 30, 2018
 Common Stock     Treasury Stock  
 
Number of
Shares (1)
 Amount 
Additional Paid-in
Capital
 Retained Earnings 
Number of
Shares
 Amount Accumulated Other Comprehensive Loss (2)
Balance at June 30, 201883
 $1
 $2,351
 $3,458
 30
 $(2,450) $(196)
Net income      333
      
Foreign currency translation adjustments            18
Stock compensation expense, net
   30
        
Shares repurchased and retired    (1)        
Repurchase of common stock(1)       1
 (210)  
Balance at September 30, 201882
 $1
 $2,380
 $3,791
 31
 $(2,660) $(178)


 Nine Months Ended September 30, 2019
 Common Stock     Treasury Stock  
 
Number of
Shares (1)
 Amount 
Additional Paid-in
Capital
 Retained Earnings 
Number of
Shares
 Amount Accumulated Other Comprehensive Loss (2)
Balance at December 31, 201880
 $1
 $2,408
 $4,101
 33
 $(2,870) $(237)
Net income      836
      
Foreign currency translation adjustments            19
Fixed price diesel swaps            1
Stock compensation expense, net1
   45
        
Exercise of common stock options    10
        
Shares repurchased and retired    (34)        
Repurchase of common stock(5)       5
 (630)  
Balance at September 30, 201976
 $1
 $2,429
 $4,937
 38
 $(3,500) $(217)

Nine Months Ended September 30, 2019
Nine Months Ended September 30, 2018 Common Stock Treasury Stock
Common Stock     Treasury Stock   Number of
Shares (1)
AmountAdditional Paid-in
Capital
Retained EarningsNumber of
Shares
AmountAccumulated Other Comprehensive Loss (2)
Number of
Shares (1)
 Amount 
Additional Paid-in
Capital
 Retained Earnings 
Number of
Shares
 Amount Accumulated Other Comprehensive Loss (2)
Balance at December 31, 201784
 $1
 $2,356
 $3,005
 28
 $(2,105) $(151)
Balance at December 31, 2018Balance at December 31, 201880 $1 $2,408 $4,101 33 $(2,870)$(237)
Net income      786
      Net income836 
Foreign currency translation adjustments            (28)Foreign currency translation adjustments19 
Fixed price diesel swaps            1
Fixed price diesel swaps
Stock compensation expense, net1
   73
        Stock compensation expense, net45 
Exercise of common stock options    2
        Exercise of common stock options10 
Shares repurchased and retired    (51)        Shares repurchased and retired(34)
Repurchase of common stock(3)       3
 (555)  Repurchase of common stock(5)(630)
Balance at September 30, 201882
 $1
 $2,380
 $3,791
 31
 $(2,660) $(178)
Balance at September 30, 2019Balance at September 30, 201976 $1 $2,429 $4,937 38 $(3,500)$(217)
 
(1)Common stock outstanding decreased by less than 5approximately 6 million net shares during the year ended December 31, 2018.2019.
(2)The Accumulated Other Comprehensive Loss balance primarily reflects foreign currency translation adjustments.

See accompanying notes.

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UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In millions)
 Nine Months Ended
 September 30,
 2019 2018
Cash Flows From Operating Activities:   
Net income$836
 $786
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization1,522
 1,201
Amortization of deferred financing costs and original issue discounts11
 9
Gain on sales of rental equipment(224) (196)
Gain on sales of non-rental equipment(3) (4)
Gain on insurance proceeds from damaged equipment(18) (18)
Stock compensation expense, net45
 73
Merger related costs1
 14
Restructuring charge16
 15
Loss on repurchase/redemption of debt securities and amendment of ABL facility32
 
Increase in deferred taxes117
 190
Changes in operating assets and liabilities, net of amounts acquired:   
Increase in accounts receivable(30) (131)
Increase in inventory(17) (23)
(Increase) decrease in prepaid expenses and other assets(21) 31
Increase in accounts payable301
 238
Increase (decrease) in accrued expenses and other liabilities14
 (62)
Net cash provided by operating activities2,582
 2,123
Cash Flows From Investing Activities:   
Purchases of rental equipment(1,974) (1,962)
Purchases of non-rental equipment(157) (134)
Proceeds from sales of rental equipment587
 478
Proceeds from sales of non-rental equipment26
 13
Insurance proceeds from damaged equipment18
 18
Purchases of other companies, net of cash acquired(247) (805)
Purchases of investments(2) (1)
Net cash used in investing activities(1,749) (2,393)
Cash Flows From Financing Activities:   
Proceeds from debt6,125
 7,062
Payments of debt(6,269) (6,464)
Proceeds from the exercise of common stock options10
 2
Common stock repurchased(664) (606)
Payments of financing costs(18) (1)
Net cash used in financing activities(816) (7)
Effect of foreign exchange rates
 (10)
Net increase (decrease) in cash and cash equivalents17
 (287)
Cash and cash equivalents at beginning of period43
 352
Cash and cash equivalents at end of period$60
 $65
Supplemental disclosure of cash flow information:   
Cash paid for income taxes, net$96
 $50
Cash paid for interest480
 379

Nine Months Ended
 September 30,
 20202019
Cash Flows From Operating Activities:
Net income$593 $836 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization1,508 1,522 
Amortization of deferred financing costs and original issue discounts11 11 
Gain on sales of rental equipment(230)(224)
Gain on sales of non-rental equipment(5)(3)
Insurance proceeds from damaged equipment(34)(18)
Stock compensation expense, net46 45 
Merger related costs
Restructuring charge11 16 
Loss on repurchase/redemption of debt securities and amendment of ABL facility159 32 
(Decrease) increase in deferred taxes(66)117 
Changes in operating assets and liabilities, net of amounts acquired:
Decrease (increase) in accounts receivable202 (30)
Decrease (increase) in inventory12 (17)
Decrease (increase) in prepaid expenses and other assets30 (21)
Increase in accounts payable88 301 
(Decrease) increase in accrued expenses and other liabilities(37)14 
Net cash provided by operating activities2,288 2,582 
Cash Flows From Investing Activities:
Purchases of rental equipment(785)(1,974)
Purchases of non-rental equipment(145)(157)
Proceeds from sales of rental equipment583 587 
Proceeds from sales of non-rental equipment31 26 
Insurance proceeds from damaged equipment34 18 
Purchases of other companies, net of cash acquired(2)(247)
Purchases of investments(2)(2)
Net cash used in investing activities(286)(1,749)
Cash Flows From Financing Activities:
Proceeds from debt7,251 6,125 
Payments of debt(8,829)(6,269)
Proceeds from the exercise of common stock options10 
Common stock repurchased(281)(664)
Payments of financing costs(23)(18)
Net cash used in financing activities(1,881)(816)
Effect of foreign exchange rates
Net increase in cash and cash equivalents122 17 
Cash and cash equivalents at beginning of period52 43 
Cash and cash equivalents at end of period$174 $60 
Supplemental disclosure of cash flow information:
Cash paid for income taxes, net$239 $96 
Cash paid for interest438 480 
See accompanying notes.



11

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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share data, unless otherwise indicated)

1
.
1. Organization, Description of Business and Basis of Presentation
United Rentals, Inc. (“Holdings,” “URI” or the “Company”) is principally a holding company and conducts its operations primarily through its wholly owned subsidiary, United Rentals (North America), Inc. (“URNA”), and subsidiaries of URNA. Holdings’ primary asset is its sole ownership of all issued and outstanding shares of common stock of URNA. URNA’s various credit agreements and debt instruments place restrictions on its ability to transfer funds to its shareholder.
We rent equipment to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities in the United States, Canada and Europe. In July 2018, we completed the acquisition of BakerCorp International Holdings, Inc. (“BakerCorp”), which allowed for our entry into select European markets. In addition to renting equipment, we sell new and used rental equipment, as well as related contractor supplies, parts and service.
We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with the accounting policies described in our annual report on Form 10-K for the year ended December 31, 20182019 (the 2018“2019 Form 10-K”) and the interim reporting requirements of Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the 20182019 Form 10-K.
In our opinion, all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of financial condition, operating results and cash flows for the interim periods presented have been made. Interim results of operations are not necessarily indicative of the results of the full year.

COVID-19
The novel coronavirus (“COVID-19”) was first identified in people in late 2019. COVID-19 spread rapidly throughout the world and, in March 2020, the World Health Organization characterized COVID-19 as a pandemic. COVID-19 is a pandemic of respiratory disease spreading from person-to-person that poses a serious public health risk. It has significantly disrupted supply chains and businesses around the world. The extent and duration of the COVID-19 impact, on the operations and financial position of United Rentals and on the global economy, is uncertain. While visibility into future economic conditions remains limited, based on increased insight into near-term indicators, we reintroduced full-year 2020 guidance in July 2020, after having withdrawn it in April 2020. In October 2020, after reporting third quarter results, we raised our full-year 2020 guidance. The health and safety of our employees and customers remains our top priority, and we have also engaged in extensive contingency planning to manage the business impact of the pandemic.
Prior to mid-March 2020, our results were largely in line with expectations. We began to experience a decline in revenues in March 2020, when rental volume declined in response to shelter-in-place orders and other market restrictions. COVID-19 is discussed in more detail throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

New Accounting Pronouncements
Measurement of Credit Losses on Financial Instruments. In June 2016, the Financial Accounting Standards Board ("FASB") issued guidance that will require companies to present assets held at amortized cost and available for sale debt securities net of the amount expected to be collected. The guidance requires the measurement of expected credit losses to be based on relevant information from past events, including historical experiences, current conditions and reasonable and supportable forecasts that affect collectibility. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2019 and early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Different components of the guidance require modified retrospective or prospective adoption. This guidance does not apply to receivables arising from operating leases. As discussed in note 2 to the condensed consolidated financial statements, most of our equipment rental revenue is accounted for as lease revenue (such revenue represented 78 percent of our total revenues for the nine months ended September 30, 2019). We expect to adopt this guidance when effective, and the impact on our financial statements, while limited to our non-operating lease receivables, is not currently estimable, as it will depend on market conditions and our forecast expectations upon, and following, adoption.
Simplifying the Test for Goodwill Impairment. In January 2017, the FASBFinancial Accounting Standards Board ("FASB") issued guidance intended to simplify the subsequent accounting for goodwill acquired in a business combination. Prior guidance required utilizing a two-step process to review goodwill for impairment. A second step was required if there was an indication that an impairment may exist, and the second step required calculating the potential impairment by comparing the implied fair value of the reporting unit's goodwill (as if purchase accounting were performed on the testing date) with the carrying amount of the goodwill. The new guidance eliminates the second step from the goodwill impairment test. Under the new guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and then recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value (although the loss should not exceed the total amount of goodwill allocated to the reporting unit). The guidance requires prospective adoption and will be effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. EarlyWe will adopt this guidance for the goodwill impairment test that we will conduct as of October 1, 2020, and do not expect the adoption of thisthe guidance is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We are currently assessing whether we will early adopt. The guidance is not expected to have a significant impact on our financial statements.
Guidance Adopted
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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in 2019millions, except per share data, unless otherwise indicated)
Leases
Simplifying the Accounting for Income Taxes.. See note 8 to our condensed consolidated financial statements for a discussion of our lease accounting following our adoption of an updated FASB lease accounting standard in 2019.
2. Revenue Recognition

Revenue Recognition Accounting Standards
In May 2014, and in subsequent updates,December 2019, the FASB issued guidance ("Topic 606")intended to clarifysimplify the principlesaccounting for recognizing revenue. We adopted Topic 606 on January 1, 2018. Topic 606 includesincome taxes. The guidance removes the required stepsfollowing exceptions: 1) exception to achieve the core principleincremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items, 2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, 3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary and 4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. Additionally, the guidance simplifies the accounting for income taxes by: 1) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, 2) requiring that an entity evaluate when a step up in the tax basis of goodwill should recognize revenue to depictbe considered part of the transfer of promised goods or services to customersbusiness combination in an amount that reflects the consideration to which the book goodwill was originally recognized and when it should be considered a separate transaction, 3) specifying that an entity expectsis not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements (although the entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority), 4) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date and 5) making minor improvements for income tax accounting related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2020. Different components of the guidance require retrospective, modified retrospective or prospective adoption, and early adoption is permitted. We will adopt this guidance when it becomes effective, in the first quarter of 2021, and the impact on our financial statements is not expected to be entitledmaterial.
Guidance Adopted in exchange for those goods or services.2020
Measurement of Credit Losses on Financial Instruments. In MarchJune 2016, the FASB issued updatedguidance that requires companies to present certain financial assets net of the amount expected to be collected. Trade receivables (as noted below, excluding receivables arising from operating lease accountingrevenues) are the only material financial asset we have that is impacted by this guidance. The guidance ("Topic 842"), as explained furtherrequires the measurement of expected credit losses to be based on relevant information from past events, including historical experiences, current conditions and reasonable and supportable forecasts that affect collectibility. This guidance does not apply to receivables arising from operating lease revenues. As discussed in note 82 to the condensed consolidated financial statements. We adopted Topic 842 on January 1, 2019. Topic 842 is an update to Topic 840, which was the lease accounting standard in place through December 31, 2018. As reflected below,statements, most of our equipment rental revenue is accounted for under Topic 842 (Topic 840as lease revenue (such revenue represented 78 percent of our total revenues for 2018)the nine months ended September 30, 2020). There were no significant changesWe adopted this guidance in the first quarter of 2020, and the impact of adoption on our financial statements was not material. See note 2 (see "Receivables and contract assets and liabilities") for further discussion of our receivables.
Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In March 2020, the FASB issued guidance that provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued. We adopted this guidance in 2020, and the impact of adoption on our revenue accounting upon adoptionfinancial statements was not material. The expedients and exceptions in this guidance are optional, and we are evaluating the potential future financial statement impact of Topic 842.any such expedient or exception that we may elect to apply.
2. Revenue Recognition

Revenue Recognition Accounting Standards
We recognize revenue in accordance with two different accounting standards: 1) Topic 606 (which addresses revenue from contracts with customers) and 2) Topic 842.842 (which addresses lease revenue). Under Topic 606, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives and amounts collected on behalf of third parties. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer, and is the unit of account under Topic 606. As reflected below, most of our revenue is accounted for under Topic 842. Our contracts with customers generally do not include multiple performance obligations. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for such products or services.

Nature of goods and services
13

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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)

In the following table, revenue is summarized by type and by the applicable accounting standard.
            
 Three Months Ended September 30,
   2019     2018  
 Topic 842 Topic 606 Total Topic 840 Topic 606 Total
Revenues:           
Owned equipment rentals$1,831
 $
 $1,831
 $1,589
 $
 $1,589
Re-rent revenue41
 
 41
 41
 
 41
Ancillary and other rental revenues:           
Delivery and pick-up
 156
 156
 
 132
 132
Other95
 24
 119
 78
 21
 99
Total ancillary and other rental revenues95
 180
 275
 78
 153
 231
Total equipment rentals1,967
 180
 2,147
 1,708
 153
 1,861
Sales of rental equipment
 198
 198
 
 140
 140
Sales of new equipment
 67
 67
 
 54
 54
Contractor supplies sales
 27
 27
 
 24
 24
Service and other revenues
 49
 49
 
 37
 37
Total revenues$1,967
 $521
 $2,488
 $1,708
 $408
 $2,116


Three Months Ended September 30,
20202019
Topic 842Topic 606TotalTopic 842Topic 606Total
Revenues:
Owned equipment rentals$1,572 $— $1,572 $1,831 $— $1,831 
Re-rent revenue41414141
Ancillary and other rental revenues:
Delivery and pick-up01381380156156
Other84261109524119
Total ancillary and other rental revenues84 164 248 95 180 275 
Total equipment rentals1,697 164 1,861 1,967 180 2,147 
Sales of rental equipment199199198198
Sales of new equipment54546767
Contractor supplies sales25252727
Service and other revenues48484949
Total revenues$1,697 $490 $2,187 $1,967 $521 $2,488 
 Nine Months Ended September 30,
   2019     2018  
 Topic 842 Topic 606 Total Topic 840 Topic 606 Total
Revenues:           
Owned equipment rentals$5,029
 $
 $5,029
 $4,260
 $
 $4,260
Re-rent revenue113
 
 113
 95
 
 95
Ancillary and other rental revenues:           
Delivery and pick-up
 418
 418
 
 336
 336
Other262
 80
 342
 198
 62
 260
Total ancillary and other rental revenues262
 498
 760
 198
 398
 596
Total equipment rentals5,404
 498
 5,902
 4,553
 398
 4,951
Sales of rental equipment
 587
 587
 
 478
 478
Sales of new equipment
 189
 189
 
 140
 140
Contractor supplies sales
 78
 78
 
 66
 66
Service and other revenues
 139
 139
 
 106
 106
Total revenues$5,404
 $1,491
 $6,895
 $4,553
 $1,188
 $5,741

Nine Months Ended September 30,
20202019
Topic 842Topic 606TotalTopic 842Topic 606Total
Revenues:
Owned equipment rentals$4,498 $— $4,498 $5,029 $— $5,029 
Re-rent revenue104104113113
Ancillary and other rental revenues:
Delivery and pick-up03703700418418
Other2437131426280342
Total ancillary and other rental revenues243 441 684 262 498 760 
Total equipment rentals4,845 441 5,286 5,404 498 5,902 
Sales of rental equipment583583587587
Sales of new equipment169169189189
Contractor supplies sales73737878
Service and other revenues140140139139
Total revenues$4,845 $1,406 $6,251 $5,404 $1,491 $6,895 
Revenues by reportable segment and geographical market are presented in notes 43 and 1110 of the condensed consolidated financial statements, respectively, using the revenue captions reflected in our condensed consolidated statements of operations. The majority of our revenue is recognized in our general rentals segment and in the U.S. (for the nine months ended September 30, 2019, 792020, 78 percent and 9192 percent, of total revenues, respectively). We believe that the disaggregation of our revenue from contracts to customers as reflected above, coupled with the further discussion below and the reportable segment and geographical market disclosures in notes 43 and 11,10, depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.

Lease revenues (Topic 842)
The accounting for the types of revenue that are accounted for under Topic 842 is discussed below.
Owned equipment rentals represent our most significant revenue type (they accounted for 7372 percent of total revenues for the nine months ended September 30, 2019)2020) and are governed by our standard rental contract. We account for such rentals as operating leases. The lease terms are included in our contracts, and the determination of whether our contracts contain leases generally does not require significant assumptions or judgments. Our lease revenues do not include material amounts of variable payments.
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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)

Owned equipment rentals: Owned equipment rentals represent revenues from renting equipment that we own. We do not generally provide an option for the lessee to purchase the rented equipment at the end of the lease, and do not generate material revenue from sales of equipment under such options.
We recognize revenues from renting equipment on a straight-line basis. Our rental contract periods are hourly, daily, weekly or monthly. By way of example, if a customer were to rent a piece of equipment and the daily, weekly and monthly rental rates for that particular piece were (in actual dollars) $100, $300 and $900, respectively, we would recognize revenue of $32.14 per day. The daily rate for recognition purposes is calculated by dividing the monthly rate of $900 by the monthly term of 28 days. This daily rate assumes that the equipment will be on rent for the full 28 days, as we are unsure of when the customer will return the equipment and therefore unsure of which rental contract period will apply.
As part of this straight-line methodology, when the equipment is returned, we recognize as incremental revenue the excess, if any, between the amount the customer is contractually required to pay, which is based on the rental contract period applicable to the actual number of days the equipment was out on rent, over the cumulative amount of revenue recognized to date. In any given accounting period, we will have customers return equipment and be contractually required to pay us more than the cumulative amount of revenue recognized to date under the straight-line methodology. For instance, continuing the above example, if the customer rented the above piece of equipment on December 29 and returned it at the close of business on January 1, we would recognize incremental revenue on January 1 of $171.44 (in actual dollars, representing the difference between the amount the customer is contractually required to pay, or $300 at the weekly rate, and the cumulative amount recognized to date on a straight-line basis, or $128.56, which represents four days at $32.14 per day).

We record amounts billed to customers in excess of recognizable revenue as deferred revenue on our balance sheet. We had deferred revenue (associated with both Topic 842/840842 and Topic 606) of $59$57 and $56$55 as of September 30, 20192020 and December 31, 2018,2019, respectively.
As noted above, we are unsure of when the customer will return rented equipment. As such, we do not know how much the customer will owe us upon return of the equipment and cannot provide a maturity analysis of future lease payments. Our equipment is generally rented for short periods of time. Lessees do not provide residual value guarantees on rented equipment.
We expect to derive significant future benefits from our equipment following the end of the rental term. Our rentals are generally short-term in nature, and our equipment is typically rented for the majority of the time that we own it. We additionally recognize revenue from sales of rental equipment when we dispose of the equipment.
Re-rent revenue: Re-rent revenue reflects revenues from equipment that we rent from vendors and then rent to our customers. We account for such rentals as subleases. The accounting for re-rent revenue is the same as the accounting for owned equipment rentals described above.
“Other” equipment rental revenue is primarily comprised of 1) Rental Protection Plan (or "RPP") revenue associated with the damage waiver customers can purchase when they rent our equipment to protect against potential loss or damage, 2) environmental charges associated with the rental of equipment, and 3) charges for rented equipment that is damaged by our customers.
Revenues from contracts with customers (Topic 606)
The accounting for the types of revenue that are accounted for under Topic 606 is discussed below. Substantially all of our revenues under Topic 606 are recognized at a point-in-time rather than over time.
Delivery and pick-up: Delivery and pick-up revenue associated with renting equipment is recognized when the service is performed.
“Other” equipment rental revenue is primarily comprised of revenues associated with the consumption of fuel by our customers which are recognized when the equipment is returned by the customer (and consumption, if any, can be measured).
Sales of rental equipment, new equipment and contractor supplies are recognized at the time of delivery to, or pick-up by, the customer and when collectibility is probable.
Service and other revenues primarily represent revenues earned from providing repair and maintenance services on our customers’ fleet (including parts sales). Service revenue is recognized as the services are performed.

Receivables and contract assets and liabilities
15

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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)

As reflected above, most of our equipment rental revenue is accounted for under Topic 842 (such revenue represented 78 percent of our total revenues for the nine months ended September 30, 2019)2020). The customers that are responsible for the remaining revenue that is accounted for under Topic 606 are generally the same customers that rent our equipment. We manage credit risk associated with our accounts receivables at the customer level. Because the same customers generate the revenues that are accounted for under both Topic 606 and Topic 842, the discussions below on credit risk and our allowances for doubtful accounts address receivables arising from revenues from both Topic 606 and Topic 842 (Topic 840 for 2018).842.
Concentration of credit risk with respect to our receivables is limited because a large number of geographically diverse customers makes up our customer base. Our largest customer accounted for less than 1 percent of total revenues for the nine months ended September 30, 2019,2020, and for each of the last three full years. Our customer with the largest receivable balance represented approximately 1 percent of total receivables at September 30, 20192020 and December 31, 2018.2019. We manage credit risk through credit approvals, credit limits and other monitoring procedures.
Our allowances for doubtful accounts reflect our estimate of the amount of our receivables that we will be unable to collect based on historical write-off experience.experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectibility. Our estimate could require change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease our allowances. Trade receivables that have contractual maturities of one year or less are written-off when they are determined to be uncollectible based on the criteria necessary to qualify as a deduction for federal tax purposes. Write-offs of such receivables require management approval based on specified dollar thresholds. DuringSee the table below for a rollforward of our allowance for doubtful accounts.
In the first quarter of 2020, we adopted accounting guidance that requires companies to present certain financial assets net of the amount expected to be collected. This guidance requires the measurement of expected credit losses to be based on relevant information from past events, including historical experiences, current conditions and reasonable and supportable forecasts that affect collectibility. Our allowance for doubtful accounts as of September 30, 2020 included an adjustment for the estimated impact of COVID-19 on future collectibility that was not material to our financial statements. Trade receivables are the only material financial asset we have that is impacted by this guidance, which does not apply to receivables arising from operating lease revenues. Substantially all of our non-lease trade receivables are due in one year or less. As discussed above, most of our equipment rental revenue is accounted for as lease revenue (such revenue represented 78 percent of our total revenues for the nine months ended September 30, 20192020, and 2018, we recognized total additions, excluding acquisitions, to our allowancesthese revenues account for corresponding portions of the $1.324 billion of net accounts receivable and the associated allowance for doubtful accounts of $33$114 reported on our condensed consolidated balance sheet as of September 30, 2020). During the three and $27, respectively, primarily 1) as a reduction to equipment rental revenue or 2) asnine months ended September 30, 2020, we recognized total bad debt expenseexpenses for our non-lease trade receivables, within selling, general and administrative expenses inon our condensed consolidated statementsstatement of income.income, of $2 and $8, respectively, associated with our allowance for doubtful accounts. Adoption of this guidance did not materially impact 1) net accounts receivable or the associated allowance for doubtful accounts as reported on our condensed consolidated balance sheet as of September 30, 2020 or 2) total bad debt expenses recognized associated with our allowance for doubtful accounts for the three and nine months ended September 30, 2020.

As discussed above, most of our equipment rental revenue is accounted for under Topic 842. The customers that are responsible for the remaining revenue that is accounted for under Topic 606 are generally the same customers that rent our equipment. We manage credit risk associated with our accounts receivables at the customer level. The rollforward of our allowance for doubtful accounts (in total, and associated with revenues arising from both Topic 606 and Topic 842) is shown below.
Three Months Ended September 30, 2020Three Months Ended September 30, 2019Nine Months Ended September 30, 2020Nine Months Ended September 30, 2019
Beginning balance$108 $107 $103 $93 
Acquired
Charged to costs and expenses (1)
Charged to revenue (2)12 22 27 
Deductions (3)(8)(10)(19)(24)
Ending balance$114 $103 $114 $103 
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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)

_________________
(1)    Reflects bad debt expenses recognized within selling, general and administrative expenses (associated with Topic 606 revenues).
(2)    Primarily reflects doubtful accounts associated with lease revenues that were recognized as a reduction to equipment rentals revenue (primarily associated with Topic 842 revenues).
(3)    Represents write-offs of accounts, net of immaterial recoveries.
We do 0t have material contract assets, or impairment losses associated therewith, or material contract liabilities, associated with contracts with customers. Our contracts with customers do not generally result in material amounts billed to customers in excess of recognizable revenue. We did 0t recognize material revenue during the three orand nine months ended September 30, 20192020 or 20182019 that was included in the contract liability balance as of the beginning of such periods.

Performance obligations
Most of our Topic 606 revenue is recognized at a point-in-time, rather than over time. Accordingly, in any particular period, we do not generally recognize a significant amount of revenue from performance obligations satisfied (or partially satisfied) in previous periods, and the amounts of such revenue recognized during the three and nine months ended September 30, 20192020 and 20182019 were 0t material. We also do not expect to recognize material revenue in the future related to performance obligations that arewere unsatisfied (or partially unsatisfied) as of September 30, 2019.2020.

Payment terms
Our Topic 606 revenues do not include material amounts of variable consideration. Our payment terms vary by the type and location of our customer and the products or services offered. The time between invoicing and when payment is due is not significant. Our contracts do not generally include a significant financing component. For certain products or services and customer types, we require payment before the products or services are delivered to the customer. Our contracts with customers do not generally result in significant obligations associated with returns, refunds or warranties. See above for a discussion of how we manage credit risk.
Revenue is recognized net of taxes collected from customers, which are subsequently remitted to governmental authorities.

Contract costs
We do not recognize any assets associated with the incremental costs of obtaining a contract with a customer (for example, a sales commission) that we expect to recover. Most of our revenue is recognized at a point-in-time or over a period of one year or less, and we use the practical expedient that allows us to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less.

Contract estimates and judgments
Our revenues accounted for under Topic 606 generally do not require significant estimates or judgments, primarily for the following reasons:
The transaction price is generally fixed and stated in our contracts;
As noted above, our contracts generally do not include multiple performance obligations, and accordingly do not generally require estimates of the standalone selling price for each performance obligation;
Our revenues do not include material amounts of variable consideration, or result in significant obligations associated with returns, refunds or warranties; and
Most of our revenue is recognized as of a point-in-time and the timing of the satisfaction of the applicable performance obligations is readily determinable. As noted above, our Topic 606 revenue is generally recognized at the time of delivery to, or pick-up by, the customer.
Our revenues accounted for under Topic 842 also generally do not require significant estimates or judgments. We monitor and review our estimated standalone selling prices on a regular basis.

17
3. Acquisitions
BakerCorp Acquisition
In July 2018, we completed the acquisition of BakerCorp. BakerCorp was a leading multinational provider of tank, pump, filtration and trench shoring rental solutions for a broad range of industrial and construction applications. BakerCorp had approximately 950 employees, and its operations were primarily concentrated in the United States and Canada, where it had 46 locations. BakerCorp also had 11 locations in France, Germany, the United Kingdom and the Netherlands. BakerCorp had annual revenues of approximately $295. The acquisition:
Augmented our bundled solutions for fluid storage, transfer and treatment;

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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)



Expanded our strategic account base; and
Provided a significant opportunity to increase revenue and enhance customer service by cross-selling to our broader customer base.
The aggregate consideration paid was approximately $720. The acquisition and related fees and expenses were funded through drawings on our ABL facility.
The following table summarizes the fair values of the assets acquired and liabilities assumed.
 Accounts receivable, net of allowance for doubtful accounts (1)$74
 Inventory4
 Rental equipment268
 Property and equipment25
 Intangibles (2)171
 Other assets3
 Total identifiable assets acquired545
 Current liabilities(60)
 Deferred taxes(13)
 Total liabilities assumed(73)
 Net identifiable assets acquired472
 Goodwill (3)248
 Net assets acquired$720
(1) The fair value of accounts receivables acquired was $74, and the gross contractual amount was $81. We estimated that $7 would be uncollectible.
(2) The following table reflects the fair values and useful lives of the acquired intangible assets identified based on our purchase accounting assessments:
 Fair value Life (years)
 Customer relationships$166
8
 Trade names and associated trademarks5
5
 Total$171
 

(3)
All of the goodwill was assigned to our trench, power and fluid solutions segment. The level of goodwill that resulted from the acquisition is primarily reflective of BakerCorp's going-concern value, the value of BakerCorp's assembled workforce, new customer relationships expected to arise from the acquisition, and operational synergies that we expect to achieve that are not associated with the identifiable assets. $6 of goodwill is expected to be deductible for income tax purposes.
The three and nine months ended September 30, 2019 include BakerCorp acquisition-related costs which are included in “Merger related costs” in our condensed consolidated statements of income.
Since the acquisition date, significant amounts of fleet have been moved between URI locations and the acquired BakerCorp locations, and it is not practicable to reasonably estimate the amounts of revenue and earnings of BakerCorp since the acquisition date. The impact of the BakerCorp acquisition on our equipment rentals revenue is primarily reflected in the increases in average OEC of 18.1 percent and 21.5 percent for the three and nine months ended September 30, 2019, respectively. Such increases include the impact of the acquisition of BlueLine discussed below.
BlueLine Acquisition
In October 2018, we completed the acquisition of BlueLine. BlueLine was one of the ten largest equipment rental companies in North America and served customers in the construction and industrial sectors with a focus on mid-sized and local accounts. BlueLine had 114 locations and over 1,700 employees based in 25 U.S. states, Canada and Puerto Rico. BlueLine had annual revenues of approximately $786. The acquisition:
Expanded our equipment rental capacity in many of the largest metropolitan areas in North America,

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)



including both U.S. coasts, the Gulf South and Ontario;
Provided a well-diversified customer base with a balanced mix of commercial construction and industrial accounts;
Added more mid-sized and local accounts to our customer base; and
Provided a significant opportunity to increase revenue and enhance customer service by cross-selling to our broader customer base.
The aggregate consideration paid was approximately $2.069 billion. The acquisition and related fees and expenses were funded through borrowings under a new $1 billion senior secured term loan credit facility (the “term loan facility”) and the issuance of $1.1 billion principal amount of 6 1/2 percent Senior Notes due 2026.
The following table summarizes the fair values of the assets acquired and liabilities assumed. The purchase price allocations for these assets and liabilities are based on preliminary valuations and are subject to change as we obtain additional information during the acquisition measurement period.
 Accounts receivable, net of allowance for doubtful accounts (1)$117
 Inventory7
 Rental equipment1,078
 Property and equipment71
 Intangibles (customer relationships) (2)230
 Other assets45
 Total identifiable assets acquired1,548
 Short-term debt and current maturities of long-term debt (3)(12)
 Current liabilities(135)
 Long-term debt (3)(25)
 Other long-term liabilities(4)
 Total liabilities assumed(176)
 Net identifiable assets acquired1,372
 Goodwill (4)697
 Net assets acquired$2,069
(1) The fair value of accounts receivables acquired was $117, and the gross contractual amount was $125. We estimated that $8 would be uncollectible.
(2) The customer relationships are being amortized over a 5 year life.
(3) The acquired debt reflects finance lease obligations.
(4) All of the goodwill was assigned to our general rentals segment. The level of goodwill that resulted from the acquisition is primarily reflective of BlueLine's going-concern value, the value of BlueLine's assembled workforce, new customer relationships expected to arise from the acquisition, and operational synergies that we expect to achieve that are not associated with the identifiable assets. $25 of goodwill is expected to be deductible for income tax purposes.
The three and nine months ended September 30, 2019 include BlueLine acquisition-related costs which are included in “Merger related costs” in our condensed consolidated statements of income. In addition to the acquisition-related costs reflected in our consolidated statements of income, the debt issuance costs associated with the issuance of debt to fund the acquisition are reflected, net of amortization subsequent to the acquisition date, in long-term debt in our consolidated balance sheets.
Since the acquisition date, significant amounts of fleet have been moved between URI locations and the acquired BlueLine locations, and it is not practicable to reasonably estimate the amounts of revenue and earnings of BlueLine since the acquisition date. The impact of the BlueLine acquisition on our equipment rentals revenue is primarily reflected in the increases in average OEC of 18.1 percent and 21.5 percent for the three and nine months ended September 30, 2019, respectively. Such increases include the impact of the acquisition of BakerCorp discussed above.
Pro forma financial information

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)



The pro forma information below gives effect to the BakerCorp and BlueLine acquisitions as if they had been completed on January 1, 2018 (“the pro forma acquisition date”). The pro forma information is not necessarily indicative of our results of operations had the acquisitions been completed on the above date, nor is it necessarily indicative of our future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisitions, and also does not reflect additional revenue opportunities following the acquisitions. The pro forma information includes adjustments to record the assets and liabilities of BakerCorp and BlueLine at their respective fair values based on available information and to give effect to the financing for the acquisitions and related transactions. The pro forma adjustments reflected in the table below are subject to change as additional analysis is performed. The acquisition measurement period for BakerCorp has ended and the values assigned to the BakerCorp assets acquired and liabilities assumed are final. The opening balance sheet values assigned to the BlueLine assets acquired and liabilities assumed are based on preliminary valuations and are subject to change as we obtain additional information during the acquisition measurement period. Increases or decreases in the estimated fair values of the net assets acquired may impact our statements of income in future periods. The tables below present unaudited pro forma consolidated income statement information as if BakerCorp and BlueLine had been included in our consolidated results for the entire period reflected.
 Three Months Ended Nine Months Ended 
 September 30, 2018 September 30, 2018 
 United Rentals BlueLine BakerCorp Total United Rentals BlueLine BakerCorp Total 
Historic/pro forma revenues$2,116
 $219
 $28
 $2,363
 $5,741
 $601
 $184
 $6,526
 
Historic/combined pretax income (loss)460
 
 (63) 397
 1,051
 (30) (84) 937
 
Pro forma adjustments to pretax income (loss):                
Impact of fair value mark-ups/useful life changes on depreciation (1)  (2) (2) (4)   (5) (8) (13) 
Impact of the fair value mark-up of acquired fleet on cost of rental equipment sales (2)  (5) 
 (5)   (13) 
 (13) 
Intangible asset amortization (3)  (20) (4) (24)   (58) (24) (82) 
Interest expense (4)  (28) (2) (30)   (82) (14) (96) 
Elimination of historic interest (5)  32
 9
 41
   95
 30
 125
 
Elimination of merger related costs (6)  3
 65
 68
   5
 66
 71
 
Restructuring charges (7)  (3) 5
 2
   (26) (4) (30) 
Pro forma pretax income      $445
       $899
 
(1) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups, and the changes in useful lives and salvage values, of the equipment acquired in the BakerCorp and BlueLine acquisitions.
(2) Cost of rental equipment sales was adjusted for the fair value mark-ups of rental equipment acquired in the BlueLine acquisition. BakerCorp did not historically recognize a material amount of rental equipment sales, and accordingly no adjustment was required for BakerCorp.
(3) The intangible assets acquired in the BakerCorp and BlueLine acquisitions were amortized.
(4) As discussed above, we issued debt to fund the BakerCorp and BlueLine acquisitions. Interest expense was adjusted to reflect these changes in our debt portfolio.
(5) Historic interest on debt that is not part of the combined entity was eliminated.
(6) Merger related costs primarily comprised of financial and legal advisory fees associated with the BakerCorp and BlueLine acquisitions were eliminated as they were assumed to have been recognized prior to the pro forma acquisition date. The adjustments for BakerCorp for the three and nine months ended September 30, 2018 include $57 of merger related costs recognized by BakerCorp prior to the acquisition. The adjustments for BlueLine for the three and nine months ended September 30, 2018 include $2 and $4, respectively, of merger related costs recognized by BlueLine prior to the acquisition.
(7) We expect to recognize restructuring charges primarily comprised of severance costs and branch closure charges associated with the acquisitions over a period of approximately one year following the acquisition dates, which, for the pro forma presentation, was January 1, 2018. The adjustments above reflect the timing of the actual restructuring charges following

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)



the acquisitions (the pro forma restructuring charges above for the three and nine months ended September 30, 2018 reflect the actual restructuring charges recognized during the three and nine months following the acquisitions). As discussed in note 5 to the condensed consolidated financial statement, we expect to complete the BakerCorp/BlueLine restructuring program in 2019, and do not expect to incur significant additional expenses in connection with the program.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)



4.3. Segment Information
Our reportable segments are i) general rentals and ii) trench, power and fluid solutions. Our regions discussed below, which are our operating segments, are aggregated into our reportable segments. We believe that the regions that are aggregated into our reportable segments have similar economic characteristics, as each region is capital intensive, offers similar products to similar customers, uses similar methods to distribute its products, and is subject to similar competitive risks. The aggregation of our regions also reflects the management structure that we use for making operating decisions and assessing performance. We evaluate segment performance primarily based on segment equipment rentals gross profit.
The general rentals segment includes the rental of i) general construction and industrial equipment, such as backhoes, skid-steer loaders, forklifts, earthmoving equipment and material handling equipment, ii) aerial work platforms, such as boom lifts and scissor lifts and iii) general tools and light equipment, such as pressure washers, water pumps and power tools. The general rentals segment reflects the aggregation of 11 geographic regions—Carolinas, Gulf South, Industrial (which serves the geographic Gulf region and has a strong industrial presence), Mid-Atlantic, Mid Central, Midwest, Northeast, Pacific West, South, Southeast and Western Canada—and operates throughout the United States and Canada.
The trench, power and fluid solutions segment includes the rental of specialty construction products such as i) trench safety equipment, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, ii) power and HVAC equipment, such as portable diesel generators, electrical distribution equipment, and temperature control equipment and iii) fluid solutions equipment primarily used for fluid containment, transfer and treatment. The trench, power and fluid solutions segment is comprised of the following regions, each of which primarily rents the corresponding equipment type described above: i) the Trench Safety region, ii) the Power and HVAC region, iii) the Fluid Solutions region and iv) the Fluid Solutions Europe region. The trench, power and fluid solutions segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. This segment operates throughout the United States and in Canada and Europe.
 
The following tables set forth financial information by segment.  





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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)


General
rentals
Trench, power and fluid solutionsTotal
Three Months Ended September 30, 2020
Equipment rentals$1,391 $470 $1,861 
Sales of rental equipment182 17 199 
Sales of new equipment47 54 
Contractor supplies sales17 25 
Service and other revenues42 48 
Total revenue1,679 508 2,187 
Depreciation and amortization expense402 90 492 
Equipment rentals gross profit543 234 777 
Three Months Ended September 30, 2019
Equipment rentals$1,642 $505 $2,147 
Sales of rental equipment183 15 198 
Sales of new equipment60 67 
Contractor supplies sales17 10 27 
Service and other revenues42 49 
Total revenue1,944 544 2,488 
Depreciation and amortization expense426 93 519 
Equipment rentals gross profit671 246 917 
Nine Months Ended September 30, 2020
Equipment rentals$4,040 $1,246 $5,286 
Sales of rental equipment530 53 583 
Sales of new equipment145 24 169 
Contractor supplies sales48 25 73 
Service and other revenues122 18 140 
Total revenue4,885 1,366 6,251 
Depreciation and amortization expense1,240 268 1,508 
Equipment rentals gross profit1,410 577 1,987 
Capital expenditures771 159 930 
Nine Months Ended September 30, 2019
Equipment rentals$4,592 $1,310 $5,902 
Sales of rental equipment541 46 587 
Sales of new equipment167 22 189 
Contractor supplies sales53 25 78 
Service and other revenues119 20 139 
Total revenue5,472 1,423 6,895 
Depreciation and amortization expense1,254 268 1,522 
Equipment rentals gross profit1,765 602 2,367 
Capital expenditures1,800 331 2,131 

19
 
General
rentals
 Trench, power and fluid solutions Total
Three Months Ended September 30, 2019     
Equipment rentals$1,642
 $505
 $2,147
Sales of rental equipment183
 15
 198
Sales of new equipment60
 7
 67
Contractor supplies sales17
 10
 27
Service and other revenues42
 7
 49
Total revenue1,944
 544
 2,488
Depreciation and amortization expense426
 93
 519
Equipment rentals gross profit671
 246
 917
Three Months Ended September 30, 2018     
Equipment rentals$1,444
 $417
 $1,861
Sales of rental equipment130
 10
 140
Sales of new equipment50
 4
 54
Contractor supplies sales17
 7
 24
Service and other revenues33
 4
 37
Total revenue1,674
 442
 2,116
Depreciation and amortization expense351
 67
 418
Equipment rentals gross profit629
 218
 847
Nine Months Ended September 30, 2019     
Equipment rentals$4,592
 $1,310
 $5,902
Sales of rental equipment541
 46
 587
Sales of new equipment167
 22
 189
Contractor supplies sales53
 25
 78
Service and other revenues119
 20
 139
Total revenue5,472
 1,423
 6,895
Depreciation and amortization expense1,254
 268
 1,522
Equipment rentals gross profit1,765
 602
 2,367
Capital expenditures1,800
 331
 2,131
Nine Months Ended September 30, 2018     
Equipment rentals$3,977
 $974
 $4,951
Sales of rental equipment446
 32
 478
Sales of new equipment125
 15
 140
Contractor supplies sales50
 16
 66
Service and other revenues95
 11
 106
Total revenue4,693
 1,048
 5,741
Depreciation and amortization expense1,022
 179
 1,201
Equipment rentals gross profit1,598
 482
 2,080
Capital expenditures1,845
 251
 2,096

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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)



 September 30,
2019
 December 31,
2018
Total reportable segment assets   
General rentals$16,383
 $15,597
Trench, power and fluid solutions3,022
 2,536
Total assets$19,405
 $18,133


September 30,
2020
December 31,
2019
Total reportable segment assets
General rentals$15,039 $16,036 
Trench, power and fluid solutions2,869 2,934 
Total assets$17,908 $18,970 
 Equipment rentals gross profit is the primary measure management reviews to make operating decisions and assess segment performance. The following is a reconciliation of equipment rentals gross profit to income before provision for income taxes:
Three Months EndedNine Months Ended
 September 30,September 30,
 2020201920202019
Total equipment rentals gross profit$777 $917 $1,987 $2,367 
Gross profit from other lines of business109 116 327 338 
Selling, general and administrative expenses(232)(273)(721)(824)
Merger related costs(1)
Restructuring charge(6)(2)(11)(16)
Non-rental depreciation and amortization(97)(102)(292)(311)
Interest expense, net(278)(147)(544)(478)
Other income, net
Income before provision for income taxes$275 $510 $752 $1,081 
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Three Months Ended
Nine Months Ended
 September 30,
September 30,
 2019
2018
2019
2018
Total equipment rentals gross profit$917
 $847
 $2,367
 $2,080
Gross profit from other lines of business116
 91
 338
 286
Selling, general and administrative expenses(273) (265) (824) (736)
Merger related costs
 (11) (1)
(14)
Restructuring charge(2) (9) (16) (15)
Non-rental depreciation and amortization(102) (75) (311) (213)
Interest expense, net(147) (118) (478) (339)
Other income, net1
 
 6
 2
Income before provision for income taxes$510
 $460

$1,081

$1,051
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)


5.4. Restructuring and Asset Impairment Charges
Restructuring charges primarily include severance costs associated with headcount reductions, as well as branch closure charges. We incur severance costs and branch closure charges in the ordinary course of our business. We only include such costs that are part of a restructuring program as restructuring charges. Since the first such restructuring program was initiated in 2008, we have completed 45 restructuring programs and have incurred total restructuring charges of $331.$344.
Closed Restructuring Programs
Our closed restructuring programs were initiated either in recognition of a challenging economic environment or following the completion of certain significant acquisitions. As of September 30, 2019,2020, the total liability associated with the closed restructuring programs was $12.$15.
BakerCorp/BlueLine2020-2021 Cost Savings Restructuring Program
In the thirdfourth quarter of 2018,2019, we initiated a restructuring program following the closing of the BakerCorp acquisition discussed in note 3 to the condensed consolidated financial statements. The restructuring program also includes actions undertaken associated with the BlueLine acquisition discussed in note 3 toconsolidation of certain common functions, the condensed consolidated financial statements.relocation of our shared-service facilities and certain other cost reduction measures. We expect to complete the restructuring program in 2019, and do not expectthe first half of 2021. The total costs expected to incur significant additional expensesbe incurred in connection with the program.program are not currently estimable, as we are still identifying the actions that will be undertaken. As of September 30, 2020, we have not recognized material costs under this program, and the liability balance associated with the program is not material.
The table below provides certain information concerningAsset Impairment Charges
In addition to the restructuring activity under the BakerCorp/BlueLine restructuring programcharges discussed above, during the three and nine months ended September 30, 2019:
 Reserve Balance at Charged to
Costs and
Expenses (1)
 Payments
and Other
 Reserve Balance at
 December 31, 2018   September 30, 2019
Branch closure charges$3
 $14
 $(5) $12
Severance and other9
 6
 (13) 2
Total$12
 $20
 $(18) $14

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Table2020, we recorded asset impairment charges of Contents
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars$10 and $36, respectively, primarily in millions, except per share data, unless otherwise indicated)



_________________
(1)    Reflectedour general rentals segment. The asset impairment charges, which were not related to COVID-19, are primarily reflected in depreciation of rental equipment in our condensed consolidated statements of income as “Restructuring charge” (such charge also includes activity under our closed restructuring programs). Theseand principally relate to the discontinuation of certain equipment programs. There were 0 material asset impairment charges are not allocated to our reportable segments.during the three and nine months ended September 30, 2019.

6.
5. Fair Value Measurements
As of September 30, 20192020 and December 31, 2018,2019, the amounts of our assets and liabilities that were accounted for at fair value were immaterial.
Fair value measurements are categorized in one of the following three levels based on the lowest level input that is significant to the fair value measurement in its entirety:
Level 1- Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2- Observable inputs other than quoted prices in active markets for identical assets or liabilities include:
a)quoted prices for similar assets or liabilities in active markets;
b)quoted prices for identical or similar assets or liabilities in inactive markets;
c)inputs other than quoted prices that are observable for the asset or liability;
d)inputs that are derived principally from or corroborated by observable market data by correlation or other means.
a)quoted prices for similar assets or liabilities in active markets;
b)quoted prices for identical or similar assets or liabilities in inactive markets;
c)inputs other than quoted prices that are observable for the asset or liability;
d)inputs that are derived principally from or corroborated by observable market data by correlation or other means.
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3- Inputs to the valuation methodology are unobservable (i.e., supported by little or no market activity) and significant to the fair value measure.
 
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)


Fair Value of Financial Instruments
The carrying amounts reported in our condensed consolidated balance sheets for accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value due to the immediate to short-term maturity of these financial instruments. The fair values of our ABL, accounts receivable securitization and term loan facilities and finance/capitalfinance leases (the classification of such leases changed upon adoption of a new lease accounting standard, as explained further in note 8 to the condensed consolidated financial statements) approximated their book values as of September 30, 20192020 and December 31, 2018.2019. The estimated fair values of our other financial instruments, all of which are categorized in Level 1 of the fair value hierarchy, as of September 30, 20192020 and December 31, 20182019 have been calculated based upon available market information, and were as follows: 
 September 30, 2019 December 31, 2018
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Senior notes$8,008
 $8,455
 $8,102
 $7,632

 September 30, 2020December 31, 2019
 Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Senior notes$7,705 $8,113 $7,755 $8,176 

7.6. Debt
Debt, net of unamortized original issue discounts or premiums, and unamortized debt issuance costs, consists of the following:

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)



 September 30, 2019 December 31, 2018
Accounts Receivable Securitization Facility expiring 2020 (1) (2)$925
 $850
$3.75 billion ABL Facility expiring 2024 (1) (3)1,630
 1,685
Term loan facility expiring 2025 (1)981
 988
5/8 percent Senior Secured Notes due 2023
995
 994
3/4 percent Senior Notes due 2024 (4)

 842
1/2 percent Senior Notes due 2025
795
 794
4 5/8 percent Senior Notes due 2025
742
 741
7/8 percent Senior Notes due 2026
999
 999
6 1/2 percent Senior Notes due 2026
1,088
 1,087
1/2 percent Senior Notes due 2027
992
 991
4 7/8 percent Senior Notes due 2028 (5)
1,652
 1,650
4 7/8 percent Senior Notes due 2028 (5)
4
 4
5 1/4 percent Senior Notes due 2030 (6)
741
 
Finance leases (7)120
 
Capital leases (7)
 122
Total debt11,664
 11,747
Less short-term portion (8)(973) (903)
Total long-term debt$10,691
 $10,844
September 30, 2020December 31, 2019
Accounts Receivable Securitization Facility expiring 2021 (1) (2)$634 $929 
$3.75 billion ABL Facility expiring 2024 (1) (3)598 1,638 
Term loan facility expiring 2025 (1)973 979 
1/2 percent Senior Notes due 2025 (4)
795 
4 5/8 percent Senior Notes due 2025 (5)
743 742 
7/8 percent Senior Notes due 2026
999 999 
6 1/2 percent Senior Notes due 2026 (6)
1,089 
1/2 percent Senior Notes due 2027
993 992 
3 7/8 percent Senior Secured Notes due 2027
742 741 
4 7/8 percent Senior Notes due 2028 (7)
1,654 1,652 
4 7/8 percent Senior Notes due 2028 (7)
5 1/4 percent Senior Notes due 2030
742 741 
4 percent Senior Notes due 2030 (8)741 — 
3 7/8 percent Senior Notes due 2031 (9)
1,087 — 
Finance leases141 127 
Total debt10,051 11,428 
Less short-term portion (10)(700)(997)
Total long-term debt$9,351 $10,431 
 ___________________

(1)The table below presents financial information associated with our variable rate indebtedness as of and for the nine months ended September 30, 2019.2020. We have borrowed the full available amount under the term loan facility. The principal obligation under the term loan facility is required to be repaid in quarterly installments in an aggregate amount equal to 1.0 percent per annum, with the balance due at the maturity of the facility. The average amount of debt outstanding under the term loan facility decreases slightly each quarter due to the requirement to repay a portion of the principal obligation.
 ABL facility Accounts receivable securitization facility Term loan facility
Borrowing capacity, net of letters of credit$2,051
 $50
 $
Letters of credit57
    
Interest rate at September 30, 20193.4% 2.9% 3.8%
Average month-end debt outstanding1,585
 914
 994
Weighted-average interest rate on average debt outstanding3.8% 3.2% 4.1%
Maximum month-end debt outstanding1,691
 967
 998
(2)
In June 2019, the accounts receivable securitization facility was amended, primarily to extend the maturity date which may be further extended on a 364-day basis by mutual agreement with the purchasers under the facility. The facility expires on June 26, 2020. Borrowings under the accounts receivable securitization facility are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves and other deductions, exceeds the outstanding loans. As of September 30, 2019, there were $1.050 billion of receivables, net of applicable reserves and other deductions, in the collateral pool.
(3)In February 2019, the ABL facility was amended, primarily to increase the facility size to $3.75 billion, extend the maturity date to February 2024 and make a portion of the facility available for borrowing in British Pounds and Euros by certain subsidiaries of URNA in Europe.
(4)
In May 2019, URNA redeemed all of its 5 3/4 percent Senior Notes. Upon redemption, we recognized a loss of $32 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the redeemed notes.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)



ABL facilityAccounts receivable securitization facilityTerm loan facility
Borrowing capacity, net of letters of credit$3,091 $165 $
Letters of credit52 
 Interest rate at September 30, 20201.4 %1.5 %1.9 %
Average month-end debt outstanding730 671 984 
Weighted-average interest rate on average debt outstanding2.1 %1.9 %2.4 %
Maximum month-end debt outstanding1,494 811 988 
(5)
(2)Borrowings under the accounts receivable securitization facility are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves and other deductions, exceeds the outstanding loans. As of September 30, 2020, there were $873 of receivables, net of applicable reserves and other deductions, in the collateral pool. In April 2020, we amended the accounts receivable securitization facility to adjust, on a temporary basis, the financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding. The adjustments to these tests were intended to make compliance with such tests more likely for the calendar months ending April 30, 2020 and May 31, 2020, and we were in compliance with such tests for these months. In June 2020, the accounts receivable securitization facility was further amended to (a) extend the maturity date, which may be further extended on a 364-day basis by mutual agreement with the purchasers under the facility, to June 25, 2021, (b) reduce the size of the facility from $975 to $800 and (c) adjust, for the calendar months ending on or after June 30, 2020, the financial tests (including the method of calculation) relating to (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding.
(3)The decrease in the outstanding debt under the ABL facility since December 31, 2019 primarily reflects the use of proceeds from operations to reduce borrowings under the ABL facility.
(4)At the time of the offering of the 4 percent Senior Notes due 2030 (the “4 percent Notes”) discussed below, we indicated our expectation that we would re-borrow an amount equal to the net proceeds from the offering, along with additional borrowings under the ABL facility, to redeem URNA's 5 1/2 percent Senior Notes due 2025 on or after July 15, 2020. Prior to redeeming the 5 1/2 percent Senior Notes due 2025, we considered the impact of COVID-19 on liquidity, and assessed our available sources and anticipated uses of cash, including, with respect to sources, cash generated from operations and from the sale of rental equipment. In August 2020, URNA redeemed all of its 5 1/2 percent Senior Notes due 2025. Upon redemption, we recognized a loss of $27 in interest expense, net, reflecting the difference between the net carrying amount and the total purchase price of the redeemed notes.
(5)In October 2020, URNA redeemed all of its 4 5/8 percent Senior Notes due 2025, using borrowings available under our ABL facility. Upon redemption, we recognized a loss of $24 in interest expense, net, reflecting the difference between the net carrying amount and the total purchase price of the redeemed notes.
(6)In August 2020, URNA redeemed all of its 6 1/2 percent Senior Notes. Upon redemption, we recognized a loss of $132 in interest expense, net, reflecting the difference between the net carrying amount and the total purchase price of the redeemed notes.
(7)URNA separately issued7/8 percent Senior Notes in August 2017 and in September 2017. Following the issuances, URNA consummated an exchange offer pursuant to which most of the 4 7/8 percent Senior Notes issued in September 2017 were exchanged for additional notes fungible with the7/8 percent Senior Notes in August 2017 and in September 2017. Following the issuances, URNA consummated an exchange offer pursuant to which most of the 4 7/8 percent Senior Notes issued in September 2017 were exchanged for additional notes fungible with the 4 7/8 percent Senior Notes issued in August 2017.
(8)In February 2020, URNA issued $750 aggregate principal amount of 4 percent Notes which are due July 15, 2030. The net proceeds from the issuance were approximately $741 (after deducting offering expenses). The 4 percent Notes are unsecured and are guaranteed by Holdings and certain domestic subsidiaries of URNA. The 4 percent Notes may be redeemed on or after July 15, 2025, at specified redemption prices that range from 102.000 percent in 2025, to 100 percent in 2028 and thereafter, in each case, plus accrued and unpaid interest, if any. In addition, at any time on or prior to July 15, 2023, up to 40 percent of the aggregate principal amount of the 4 percent Notes may be redeemed with the net cash proceeds of certain equity offerings at a redemption price equal to 104.000 percent of the aggregate principal amount of the notes plus accrued and unpaid interest, if any. The indenture governing the 4 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) liens and (ii) mergers and consolidations, as well as a requirement to timely file periodic reports with the SEC. Each of the restrictive covenants is subject to important exceptions and qualifications that would allow URNA and its subsidiaries to engage in these activities under certain conditions. In addition, the requirements to provide subsidiary guarantees and to make an offer to repurchase the notes upon the occurrence of a change of control will not apply to URNA and its restricted subsidiaries during any period when the 4 percent Notes are rated investment grade by both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., or, in certain circumstances, another rating agency selected by URNA, provided at such time no default under the indenture has occurred and is continuing. The indenture also requires that, in the event of a change of control (as
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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)


defined in the indenture), URNA must make an offer to purchase all of the then-outstanding 4 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon.
(9)In August 2020, URNA issued $1.100 billion aggregate principal amount of 3 7/8 percent Senior Notes (the “3 7/8 percent Notes”) which are due February 15, 2031. The net proceeds from the issuance were approximately $1.087 billion (after deducting offering expenses). The 3 7/8 percent Notes are unsecured and are guaranteed by Holdings and certain domestic subsidiaries of URNA. The 3 7/8 percent Notes may be redeemed on or after August 15, 2025, at specified redemption prices that range from 101.938 percent in 2025, to 100 percent in 2028 and thereafter, in each case, plus accrued and unpaid interest, if any. In addition, at any time on or prior to August 15, 2023, up to 40 percent of the aggregate principal amount of the 3 7/8 percent Notes may be redeemed with the net cash proceeds of certain equity offerings at a redemption price equal to 103.875 percent of the aggregate principal amount of the notes plus accrued and unpaid interest, if any. The indenture governing the 3 7/8 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) liens and (ii) mergers and consolidations, as well as a requirement to timely file periodic reports with the SEC. Each of the restrictive covenants is subject to important exceptions and qualifications that would allow URNA and its subsidiaries to engage in these activities under certain conditions. In addition, the requirements to provide subsidiary guarantees and to make an offer to repurchase the notes upon the occurrence of a change of control will not apply to URNA and its restricted subsidiaries during any period when the 3 7/8 percent Notes are rated investment grade by both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., or, in certain circumstances, another rating agency selected by URNA, provided at such time no default under the indenture has occurred and is continuing. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then-outstanding 3 7/8 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon.
(10)As of September 30, 2020, our short-term debt primarily reflects $634 of borrowings under our accounts receivable securitization facility.
(6)
In May 2019, URNA issued $750 aggregate principal amount of 5 1/4 percent Senior Notes (the “5 1/4 percent Notes”) which are due January 15, 2030. The net proceeds from the issuance were approximately $741 (after deducting offering expenses). The 5 1/4 percent Notes are unsecured and are guaranteed by Holdings and certain domestic subsidiaries of URNA. The 5 1/4 percent Notes may be redeemed on or after January 15, 2025, at specified redemption prices that range from 102.625 percent in 2025, to 100 percent in 2028 and thereafter, in each case, plus accrued and unpaid interest, if any. In addition, at any time on or prior to January 15, 2023, up to 40 percent of the aggregate principal amount of the 5 1/4 percent Notes may be redeemed with the net cash proceeds of certain equity offerings at a redemption price equal to 105.250 percent of the aggregate principal amount of the notes plus accrued and unpaid interest, if any. The indenture governing the 5 1/4 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) liens; (ii) mergers and consolidations; (iii) sales, transfers and other dispositions of assets; (iv) dividends and other distributions, stock repurchases and redemptions and other restricted payments; and (v) designations of unrestricted subsidiaries, as well as a requirement to timely file periodic reports with the SEC. Each of the restrictive covenants is subject to important exceptions and qualifications that would allow URNA and its subsidiaries to engage in these activities under certain conditions. In addition, the covenant relating to dividends and other distributions, stock repurchases and redemptions and other restricted payments and the requirements relating to additional subsidiary guarantors will not apply to URNA and its restricted subsidiaries during any period when the 5 1/4 percent Notes are rated investment grade by both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., or, in certain circumstances, another rating agency selected by URNA, provided at such time no default under the indenture has occurred and is continuing. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then-outstanding 5 1/4 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon.
(7)As discussed in note 8 to the condensed consolidated financial statements, we adopted an updated lease accounting standard on January 1, 2019. Upon adoption of the new standard, the leases that were previously classified as capital leases through December 31, 2018 were classified as finance leases. There were no significant changes to the accounting upon this change in classification.
(8)As of September 30, 2019, our short-term debt primarily reflects $925 of borrowings under our accounts receivable securitization facility.
Loan Covenants and Compliance
As of September 30, 2019,2020, we were in compliance with the covenants and other provisions of the ABL, accounts receivable securitization and term loan facilities and the senior notes. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.
The only financial maintenance covenant that currently exists under the ABL facility is the fixed charge coverage ratio. Subject to certain limited exceptions specified in the ABL facility, the fixed charge coverage ratio covenant under the ABL facility will only apply in the future if specified availability under the ABL facility falls below 10 percent of the maximum revolver amount under the ABL facility. When certain conditions are met, cash and cash equivalents and borrowing base collateral in excess of the ABL facility size may be included when calculating specified availability under the ABL facility. As of September 30, 2019,2020, specified availability under the ABL facility exceeded the required threshold and, as a result, this financial maintenance covenant was inapplicable. Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding. The accounts receivable securitization facility also requires us to comply with the fixed charge coverage ratio under the ABL facility, to the extent the ratio is applicable under the ABL facility.
8.7. Leases
Adoption of Accounting Standards Codification (“ASC”) Topic 842, “Leases”
In March 2016, the FASB issued guidance ("Topic 842") to increase transparency and comparability among organizations by requiring (1) recognition of lease assets and lease liabilities on the balance sheet and (2) disclosure of key information about leasing arrangements. Some changes to the lessor accounting guidance were made to align both of the following: (1) the lessor accounting guidance with certain changes made to the lessee accounting guidance and (2) key aspects of the lessor accounting model with revenue recognition guidance. We adopted Topic 842 at the required adoption date of January 1, 2019, using the transition method that allowed us to initially apply Topic 842 as of January 1, 2019 and recognize a cumulative-effect

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adjustment to the opening balance of retained earnings in the period of adoption. We used the package of practical expedients permitted under the transition guidance that allowed us to not reassess: (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. We additionally used, for our real estate operating leases, the practical expedient that allows lessees to treat the lease and non-lease components of leases as a single lease component. We did not recognize a material adjustment to the opening balance of retained earnings upon adoption. Because of the transition method we used to adopt Topic 842, Topic 842 was not applied to periods prior to adoption and the adoption of Topic 842 had no impact on our previously reported results.
As discussed in note 2 to the condensed consolidated financial statements, most of our equipment rental revenues, whichrevenue is accounted for 86as lease revenue under Topic 842 (such lease revenue represented 78 percent of our total revenues for the nine months ended September 30, 2019, were accounted for under the previous lease accounting standard through December 31, 2018 and are accounted for under Topic 842 following adoption. There were no significant changes to our revenue accounting upon adoption of Topic 842.2020). See note 2 to the condensed consolidated financial statements for a discussion of our revenue accounting (such discussion includes lessor disclosures required under Topic 842).
The adoption of Topic 842 had a material impact on our condensed consolidated balance sheet due to the recognition of right-of-use (“ROU”) assets and lease liabilities, as discussed further below. The adoption of Topic 842 did not have a material impact on our condensed consolidated income statement (as noted above, although a significant portion of our revenue is accounted for under Topic 842 following adoption, there were no significant changes to our revenue accounting upon adoption) or our condensed consolidated cash flow statement.
Lease Accounting
We determine if an arrangement is a lease at inception. Our material lease contracts are generally for real estate or vehicles, and the determination of whether such contracts contain leases generally does not require significant estimates or judgments. We lease real estate and equipment under operating leases. We lease a significant portion of our branch locations, and also lease other premises used for purposes such as district and regional offices and service centers. Our finance lease obligations consist primarily of rental equipment (primarily vehicles) and building leases.
Operating leases result in the recognition of ROUright-of-use ("ROU") assets and lease liabilities on the balance sheet. ROU assets represent our right to use the leased asset for the lease term and lease liabilities represent our obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease
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(Dollars in millions, except per share data, unless otherwise indicated)


payments over the lease term. As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate at the commencement date to determine the present value of lease payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives. Our lease terms may include options, at our sole discretion, to extend or terminate the lease that we are reasonably certain to exercise. The amount of payments associated with such options reflected in the “Maturity of lease liabilities” table below is not material. Most real estate leases include one or more options to renew, with renewal terms that can extend the lease term from 1 to 5 years or more. Lease expense is recognized on a straight-line basis over the lease term.
Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense on such leases is recognized on a straight-line basis over the lease term. The primary leases we enter into with initial terms of 12 months or less are for equipment that we rent from vendors and then rent to our customers. We generate sublease revenue from such leases that we refer to as "re-rent revenue" as discussed in note 2 to the condensed consolidated financial statements. Apart from thethis re-rent revenue, discussed in note 2, we do not generate material sublease income.
We have lease agreements with lease and non-lease components, and, for our real estate operating leases, we use the practical expedient that allows us to account for the lease and non-lease components as a single lease component. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The tables below present financial information associated with our leases. This information is only presentedleases as of September 30, 2020 and December 31, 2019, and for the three and nine months ended September 30, 2019 because, as noted above, we adopted Topic 842 using a transition method that does not require application to periods prior to adoption.2020 and 2019.
ClassificationSeptember 30, 2020December 31, 2019
Assets
Operating lease assetsOperating lease right-of-use assets$663 $669 
Finance lease assetsRental equipment297 286 
Less accumulated depreciation(87)(89)
Rental equipment, net210 197 
Property and equipment, net:
Non-rental vehicles
Buildings19 18 
Less accumulated depreciation and amortization(11)(15)
Property and equipment, net16 11 
Total leased assets889 877 
Liabilities
Current
OperatingAccrued expenses and other liabilities178 178 
FinanceShort-term debt and current maturities of long-term debt56 58 
Long-term
OperatingOperating lease liabilities524 533 
FinanceLong-term debt85 69 
Total lease liabilities$843 $838 

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



 ClassificationSeptember 30, 2019
Assets  
Operating lease assetsOperating lease right-of-use assets$650
Finance lease assetsRental equipment276
 Less accumulated depreciation(90)
 Rental equipment, net186
 Property and equipment, net: 
 Non-rental vehicles8
 Buildings16
 Less accumulated depreciation and amortization(19)
 Property and equipment, net5
Total leased assets 841
Liabilities  
Current  
OperatingAccrued expenses and other liabilities174
FinanceShort-term debt and current maturities of long-term debt38
Long-term  
OperatingOperating lease liabilities522
FinanceLong-term debt82
Total lease liabilities $816


Lease costClassificationThree Months Ended September 30, 2019 Nine Months Ended September 30, 2019Lease costClassificationThree Months Ended September 30, 2020Three Months Ended September 30, 2019Nine Months Ended September 30, 2020Nine Months Ended September 30, 2019
Operating lease cost (1)Cost of equipment rentals, excluding depreciation (1)$95
 $270
Operating lease cost (1)Cost of equipment rentals, excluding depreciation (1)$95 $95 $273 $270 
Selling, general and administrative expenses3
 8
Selling, general and administrative expenses
Restructuring charge1
 14
Restructuring charge14 
Finance lease cost    Finance lease cost
Amortization of leased assetsDepreciation of rental equipment7
 21
Amortization of leased assetsDepreciation of rental equipment23 21 
Non-rental depreciation and amortization1
 2
Non-rental depreciation and amortization
Interest on lease liabilitiesInterest expense, net2
 5
Interest on lease liabilitiesInterest expense, net
Sublease income (2) (42) (114)Sublease income (2)(41)(42)(105)(114)
Net lease cost $67
 $206
Net lease cost$68 $67 $212 $206 
_________________
(1)    Includes variable lease costs, which are immaterial. Cost of equipment rentals, excluding depreciation includes $32 and $40 for the three months ended, September 30, 2020 and 2019, respectively, and $90 and $103 for the nine months ended September 30, 2019 includes $402020 and $103,2019, respectively, of short-term lease costs associated with equipment that we rent from vendors and then rent to our customers, as discussed further above. Apart from these costs, short-term lease costs are immaterial.
(2)    Primarily reflects re-rent revenue as discussed further above.

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



Maturity of lease liabilities (as of September 30, 2019)Operating leases (1) Finance leases (2)
2019$53
 $12
Maturity of lease liabilities (as of September 30, 2020)Maturity of lease liabilities (as of September 30, 2020)Operating leases (1)Finance leases (2)
2020199
 42
2020$53 $15 
2021170
 42
2021201 65 
2022130
 18
2022168 36 
202396
 6
2023134 25 
20242024100 
Thereafter137
 7
Thereafter145 
Total785
 127
Total801 150 
Less amount representing interest(89) (7)Less amount representing interest(99)(9)
Present value of lease liabilities$696
 $120
Present value of lease liabilities$702 $141 
_________________
(1)    Reflects payments for non-cancelable operating leases with initial or remaining terms of one year or more as of September 30, 2019.2020. The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate.
(2)    The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate.
Lease term and discount rateSeptember 30, 2020December 31, 2019
Weighted-average remaining lease term (years)
Operating leases4.84.8
Finance leases2.93.2
Weighted-average discount rate
Operating leases4.4 %4.7 %
Finance leases3.6 %4.0 %
Lease term and discount rateSeptember 30, 2019
Weighted-average remaining lease term (years)
Operating leases4.8
Finance leases3.4
Weighted-average discount rate
Operating leases4.8%
Finance leases4.0%
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(Dollars in millions, except per share data, unless otherwise indicated)

Other informationNine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities 
Operating cash flows from operating leases$151
Operating cash flows from finance leases5
Financing cash flows from finance leases35
Leased assets obtained in exchange for new operating lease liabilities147
Leased assets obtained in exchange for new finance lease liabilities$36

9.
Other informationNine Months Ended September 30, 2020Nine Months Ended September 30, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$156 $151 
Operating cash flows from finance leases
Financing cash flows from finance leases39 35 
Leased assets obtained in exchange for new operating lease liabilities135 147 
Leased assets obtained in exchange for new finance lease liabilities$54 $36 
8. Legal and Regulatory Matters
We are subject to a number of claims and proceedings that generally arise in the ordinary course of our business. These matters include, but are not limited to, general liability claims (including personal injury, property and auto claims), indemnification and guarantee obligations, employee injuries and employment-related claims, self-insurance obligations, contract and real estate matters, and other general business litigation. Based on advice of counsel and available information, including current status or stage of proceeding, and taking into account accruals for matters where we have established them, we currently believe that any liabilities ultimately resulting from such claims and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
10.9. Earnings Per Share
Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares plus the effect of dilutive potential common shares outstanding during the period. The following table sets forth the computation of basic and diluted earnings per share (shares in thousands):

Three Months EndedNine Months Ended
 September 30,September 30,
 2020201920202019
Numerator:
Net income available to common stockholders$208 $391 593 836 
Denominator:
Denominator for basic earnings per share—weighted-average common shares72,190 76,699 72,795 78,111 
Effect of dilutive securities:
Employee stock options30 12 144 
Restricted stock units243 128 193 186 
Denominator for diluted earnings per share—adjusted weighted-average common shares72,442 76,857 73,000 78,441 
Basic earnings per share$2.88 $5.10 $8.14 $10.70 
Diluted earnings per share$2.87 $5.08 $8.12 $10.66 
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outstanding during the period. The following table sets forth the computation of basic and diluted earnings per share (shares in thousands):
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2019 2018 2019 2018
Numerator:       
Net income available to common stockholders$391
 $333
 836
 786
Denominator:       
Denominator for basic earnings per share—weighted-average common shares76,699
 82,344
 78,111
 83,345
Effect of dilutive securities:       
Employee stock options30
 372
 144
 389
Restricted stock units128
 456
 186
 477
Denominator for diluted earnings per share—adjusted weighted-average common shares76,857
 83,172
 78,441
 84,211
Basic earnings per share$5.10
 $4.05
 $10.70
 $9.44
Diluted earnings per share$5.08
 $4.01
 $10.66
 $9.34


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



11.10. Condensed Consolidating Financial Information of Guarantor Subsidiaries
URNA is 100 percent owned by Holdings (“Parent”) and has certain outstanding indebtedness that is guaranteed by both Parent and, with the exception of its U.S. special purpose vehicle which holds receivable assets relating to the Company’s accounts receivable securitization facility (the “SPV”), all of URNA’s U.S. subsidiaries (the “guarantor subsidiaries”). Other than the guarantee by certain Canadian subsidiaries of URNA's indebtedness under the ABL facility, none of URNA’s indebtedness is guaranteed by URNA's foreign subsidiaries or the SPV (together, the “non-guarantor subsidiaries”). The receivable assets owned by the SPV have been sold or contributed by URNA to the SPV and are not available to satisfy the obligations of URNA or Parent’s other subsidiaries. The guarantor subsidiaries are all 100 percent-owned and the guarantees are made on a joint and several basis. The guarantees are not full and unconditional because a guarantor subsidiary can be automatically released and relieved of its obligations under certain circumstances, including sale of the guarantor subsidiary, the sale of all or substantially all of the guarantor subsidiary's assets, the requirements for legal defeasance or covenant defeasance under the applicable indenture being met, designating the guarantor subsidiary as an unrestricted subsidiary for purposes of the applicable covenants or the notes being rated investment grade by both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., or, in certain circumstances, another rating agency selected by URNA. The guarantees are also subject to subordination provisions (to the same extent that the obligations of the issuer under the relevant notes are subordinated to other debt of the issuer) and to a standard limitation which provides that the maximum amount guaranteed by each guarantor will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws. Based on our understanding of Rule 3-10 of Regulation S-X ("Rule 3-10"), we believe that the guarantees of the guarantor subsidiaries comply with the conditions set forth in Rule 3-10 and therefore continue to utilize Rule 3-10 to present condensed consolidating financial information for Holdings, URNA, the guarantor subsidiaries and the non-guarantor subsidiaries. Separate consolidated financial statements of the guarantor subsidiaries have not been presented because management believes that such information would not be material to investors. However, condensed consolidating financial information is presented.
Covenants in the ABL, accounts receivable securitization and term loan facilities, and the other agreements governing our debt, impose operating and financial restrictions on URNA, Parent and the guarantor subsidiaries, including limitations on the ability to make share repurchases and dividend payments. As of September 30, 2019,2020, the amount available for distribution under the most restrictive of these covenants was $702.$915. The Company’s total available capacity for making share repurchases and dividend payments includes the intercompany receivable balance of Parent. As of September 30, 2019,2020, our total available capacity for making share repurchases and dividend payments, which includes URNA’s capacity to make restricted payments and the intercompany receivable balance of Parent, was $2.809$3.774 billion.
The condensed consolidating financial information of Parent and its subsidiaries is as follows:

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CONDENSED CONSOLIDATING BALANCE SHEET
September 30, 2019
 Parent URNA 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 Eliminations Total
 Foreign SPV 
ASSETS             
Cash and cash equivalents$
 $35
 $
 $25
 $
 $
 $60
Accounts receivable, net
 
 
 159
 1,436
 
 1,595
Intercompany receivable (payable)2,107
 (1,980) (111) (16) 
 
 
Inventory
 118
 
 12
 
 
 130
Prepaid expenses and other assets
 80
 
 16
 
 
 96
Total current assets2,107
 (1,747) (111) 196
 1,436
 
 1,881
Rental equipment, net
 9,370
 
 794
 
 
 10,164
Property and equipment, net65
 389
 82
 51
 
 
 587
Investments in subsidiaries1,488
 1,675
 1,033
 
 
 (4,196) 
Goodwill
 4,760
 
 383
 
 
 5,143
Other intangible assets, net
 895
 
 66
 
 
 961
Operating lease right-of-use assets
 193
 387
 70
 
 
 650
Other long-term assets11
 8
 
 
 
 
 19
Total assets$3,671
 $15,543
 $1,391
 $1,560
 $1,436
 $(4,196) $19,405
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)             
Short-term debt and current maturities of long-term debt$
 $46
 $
 $2
 $925
 $
 $973
Accounts payable
 751
 
 88
 
 
 839
Accrued expenses and other liabilities
 661
 115
 53
 2
 
 831
Total current liabilities
 1,458
 115
 143
 927
 
 2,643
Long-term debt
 10,656
 8
 27
 
 
 10,691
Deferred taxes21
 1,692
 
 87
 
 
 1,800
Operating lease liabilities
 151
 313
 58
 
 
 522
Other long-term liabilities
 98
 
 1
 
 
 99
Total liabilities21
 14,055
 436
 316
 927
 
 15,755
Total stockholders’ equity (deficit)3,650
 1,488
 955
 1,244
 509
 (4,196) 3,650
Total liabilities and stockholders’ equity (deficit)$3,671
 $15,543
 $1,391
 $1,560
 $1,436
 $(4,196) $19,405





32

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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)




CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2018September 30, 2020
 ParentURNAGuarantor
Subsidiaries
Non-Guarantor
Subsidiaries
EliminationsTotal
 ForeignSPV
ASSETS
Cash and cash equivalents$$26 $$148 $$$174 
Accounts receivable, net140 1,184 1,324 
Intercompany receivable (payable)2,859 (2,774)(89)
Inventory97 11 108 
Prepaid expenses and other assets121 122 
Total current assets2,859 (2,530)(89)303 1,185 0 1,728 
Rental equipment, net8,312 729 9,041 
Property and equipment, net104 393 55 46 598 
Investments in subsidiaries1,206 1,776 1,076 (4,058)
Goodwill4,757 390 5,147 
Other intangible assets, net655 46 701 
Operating lease right-of-use assets183 413 67 663 
Other long-term assets13 16 30 
Total assets$4,182 $13,562 $1,455 $1,582 $1,185 $(4,058)$17,908 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt$$63 $$$634 $$700 
Accounts payable483 58 541 
Accrued expenses and other liabilities502 124 49 675 
Total current liabilities0 1,048 124 110 634 0 1,916 
Long-term debt9,332 13 9,351 
Deferred taxes21 1,697 100 1,818 
Operating lease liabilities141 328 55 524 
Other long-term liabilities138 138 
Total liabilities21 12,356 458 278 634 0 13,747 
Total stockholders’ equity (deficit)4,161 1,206 997 1,304 551 (4,058)4,161 
Total liabilities and stockholders’ equity (deficit)$4,182 $13,562 $1,455 $1,582 $1,185 $(4,058)$17,908 
 Parent URNA 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 Eliminations Total
 Foreign SPV 
ASSETS             
Cash and cash equivalents$
 $1
 $
 $42
 $
 $
 $43
Accounts receivable, net
 
 
 159
 1,386
 
 1,545
Intercompany receivable (payable)1,534
 (1,423) (96) (15) 
 
 
Inventory
 96
 
 13
 
 
 109
Prepaid expenses and other assets
 60
 
 4
 
 
 64
Total current assets1,534
 (1,266) (96) 203
 1,386
 
 1,761
Rental equipment, net
 8,910
 
 690
 
 
 9,600
Property and equipment, net57
 462
 40
 55
 
 
 614
Investments in subsidiaries1,826
 1,646
 980
 
 
 (4,452) 
Goodwill
 4,661
 
 397
 
 
 5,058
Other intangible assets, net
 1,004
 
 80
 
 
 1,084
Other long-term assets9
 7
 
 
 
 
 16
Total assets$3,426
 $15,424
 $924
 $1,425
 $1,386
 $(4,452) $18,133
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)             
Short-term debt and current maturities of long-term debt$1
 $50
 $
 $2
 $850
 $
 $903
Accounts payable
 481
 
 55
 
 
 536
Accrued expenses and other liabilities
 619
 14
 42
 2
 
 677
Total current liabilities1
 1,150
 14
 99
 852
 
 2,116
Long-term debt
 10,778
 9
 57
 
 
 10,844
Deferred taxes22
 1,587
 
 78
 
 
 1,687
Other long-term liabilities
 83
 
 
 
 
 83
Total liabilities23
 13,598
 23
 234
 852
 
 14,730
Total stockholders’ equity (deficit)3,403
 1,826
 901
 1,191
 534
 (4,452) 3,403
Total liabilities and stockholders’ equity (deficit)$3,426
 $15,424
 $924
 $1,425
 $1,386
 $(4,452) $18,133

















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Table of Contents
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)



CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOMEBALANCE SHEET
For the Three Months Ended September 30,December 31, 2019
 Parent URNA 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 Eliminations Total
Foreign SPV 
Revenues:             
Equipment rentals$
 $1,971
 $
 $176
 $
 $
 $2,147
Sales of rental equipment
 181
 
 17
 
 
 198
Sales of new equipment
 60
 
 7
 
 
 67
Contractor supplies sales
 24
 
 3
 
 
 27
Service and other revenues
 46
 
 3
 
 
 49
Total revenues
 2,282
 
 206
 
 
 2,488
Cost of revenues:             
Cost of equipment rentals, excluding depreciation
 737
 
 76
 
 
 813
Depreciation of rental equipment
 378
 
 39
 
 
 417
Cost of rental equipment sales
 113
 
 9
 
 
 122
Cost of new equipment sales
 52
 
 6
 
 
 58
Cost of contractor supplies sales
 16
 
 2
 
 
 18
Cost of service and other revenues
 26
 
 1
 
 
 27
Total cost of revenues
 1,322
 
 133
 
 
 1,455
Gross profit
 960
 
 73
 
 
 1,033
Selling, general and administrative expenses(7) 251
 
 25
 4
 
 273
Merger related costs
 
 
 
 
 
 
Restructuring charge
 2
 
 
 
 
 2
Non-rental depreciation and amortization4
 89
 
 9
 
 
 102
Operating income (loss)3
 618
 
 39
 (4) 
 656
Interest (income) expense, net(18) 158
 
 
 7
 
 147
Other (income) expense, net(201) 230
 
 15
 (45) 
 (1)
Income before provision for income taxes222
 230
 
 24
 34
 
 510
Provision for income taxes56
 48
 
 6
 9
 
 119
Income before equity in net earnings (loss) of subsidiaries166
 182
 
 18
 25
 
 391
Equity in net earnings (loss) of subsidiaries225
 43
 12
 
 
 (280) 
Net income (loss)391
 225
 12
 18
 25
 (280) 391
Other comprehensive (loss) income(23) (23) (12) (21) 
 56
 (23)
Comprehensive income (loss)$368
 $202
 $
 $(3) $25
 $(224) $368
 ParentURNAGuarantor
Subsidiaries
Non-Guarantor
Subsidiaries
EliminationsTotal
 ForeignSPV
ASSETS
Cash and cash equivalents$$28 $$24 $$$52 
Accounts receivable, net171 1,359 1,530 
Intercompany receivable (payable)2,255 (2,130)(112)(14)
Inventory108 12 120 
Prepaid expenses and other assets124 16 140 
Total current assets2,255 (1,870)(112)209 1,360 0 1,842 
Rental equipment, net8,995 792 9,787 
Property and equipment, net76 400 78 50 604 
Investments in subsidiaries1,509 1,636 1,069 (4,214)
Goodwill4,759 395 5,154 
Other intangible assets, net833 62 895 
Operating lease right-of-use assets194 403 72 669 
Other long-term assets12 19 
Total assets$3,852 $14,954 $1,438 $1,580 $1,360 $(4,214)$18,970 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Short-term debt and current maturities of long-term debt$$66 $$$929 $$997 
Accounts payable395 59 454 
Accrued expenses and other liabilities572 118 55 747 
Total current liabilities0 1,033 118 116 931 0 2,198 
Long-term debt10,402 22 10,431 
Deferred taxes22 1,768 97 1,887 
Operating lease liabilities151 323 59 533 
Other long-term liabilities91 91 
Total liabilities22 13,445 448 294 931 0 15,140 
Total stockholders’ equity (deficit)3,830 1,509 990 1,286 429 (4,214)3,830 
Total liabilities and stockholders’ equity (deficit)$3,852 $14,954 $1,438 $1,580 $1,360 $(4,214)$18,970 











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Table of Contents
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)



CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME
For the Three Months Ended September 30, 20182020
 ParentURNAGuarantor
Subsidiaries
Non-Guarantor
Subsidiaries
EliminationsTotal
ForeignSPV
Revenues:
Equipment rentals$$1,705 $$156 $$$1,861 
Sales of rental equipment181 18 199 
Sales of new equipment47 54 
Contractor supplies sales22 25 
Service and other revenues42 48 
Total revenues0 1,997 0 190 0 0 2,187 
Cost of revenues:
Cost of equipment rentals, excluding depreciation641 48 689 
Depreciation of rental equipment363 — 32 395 
Cost of rental equipment sales114 123 
Cost of new equipment sales41 47 
Cost of contractor supplies sales16 18 
Cost of service and other revenues25 29 
Total cost of revenues0 1,200 0 101 0 0 1,301 
Gross profit0 797 0 89 0 0 886 
Selling, general and administrative expenses(9)205 23 11 232 
Restructuring charge
Non-rental depreciation and amortization81 97 
Operating income (loss)505 59 (11)(2)551 
Interest (income) expense, net(10)285 278 
Other (income) expense, net(178)205 13 (40)(2)(2)
Income before provision (benefit) for income taxes188 15 46 26 275 
Provision (benefit) for income taxes51 (4)13 67 
Income before equity in net earnings (loss) of subsidiaries137 19 33 19 208 
Equity in net earnings (loss) of subsidiaries71 52 30 (153)
Net income (loss)208 71 30 33 19 (153)208 
Other comprehensive income (loss)33 33 23 33 (89)33 
Comprehensive income (loss)$241 $104 $53 $66 $19 $(242)$241 

 Parent URNA 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 Eliminations Total
 Foreign SPV 
Revenues:             
Equipment rentals$
 $1,715
 $
 $146
 $
 $
 $1,861
Sales of rental equipment
 128
 
 12
 
 
 140
Sales of new equipment
 46
 
 8
 
 
 54
Contractor supplies sales
 22
 
 2
 
 
 24
Service and other revenues
 32
 
 5
 
 
 37
Total revenues
 1,943
 
 173
 
 
 2,116
Cost of revenues:             
Cost of equipment rentals, excluding depreciation
 614
 
 57
 
 
 671
Depreciation of rental equipment
 316
 
 27
 
 
 343
Cost of rental equipment sales
 76
 
 7
 
 
 83
Cost of new equipment sales
 40
 
 6
 
 
 46
Cost of contractor supplies sales
 14
 
 1
 
 
 15
Cost of service and other revenues
 16
 
 4
 
 
 20
Total cost of revenues
 1,076
 
 102
 
 
 1,178
Gross profit
 867
 
 71
 
 
 938
Selling, general and administrative expenses28
 197
 
 24
 16
 
 265
Merger related costs
 11
 
 
 
 
 11
Restructuring charge
 8
 
 1
 
 
 9
Non-rental depreciation and amortization3
 65
 
 7
 
 
 75
Operating (loss) income(31) 586
 
 39
 (16) 
 578
Interest (income) expense, net(11) 122
 (1) 1
 7
 
 118
Other (income) expense, net(172) 196
 
 13
 (37) 
 
Income before provision for income taxes152
 268
 1
 25
 14
 
 460
Provision for income taxes45
 71
 
 8
 3
 
 127
Income before equity in net earnings (loss) of subsidiaries107
 197
 1
 17
 11
 
 333
Equity in net earnings (loss) of subsidiaries226
 29
 17
 
 
 (272) 
Net income (loss)333
 226
 18
 17
 11
 (272) 333
Other comprehensive income (loss)18
 18
 18
 18
 
 (54) 18
Comprehensive income (loss)$351
 $244
 $36
 $35
 $11
 $(326) $351
31

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UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)



CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME
For the NineThree Months Ended September 30, 2019
             
Parent URNA 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 Eliminations Total ParentURNAGuarantor
Subsidiaries
Non-Guarantor
Subsidiaries
EliminationsTotal
Foreign SPV  ForeignSPV
Revenues:             Revenues:
Equipment rentals$
 $5,407
 $
 $494
 $1
 $
 $5,902
Equipment rentals$$1,971 $$176 $$$2,147 
Sales of rental equipment
 535
 
 52
 
 
 587
Sales of rental equipment181 17 198 
Sales of new equipment
 166
 
 23
 
 
 189
Sales of new equipment60 67 
Contractor supplies sales
 70
 
 8
 
 
 78
Contractor supplies sales24 27 
Service and other revenues
 124
 
 15
 
 
 139
Service and other revenues46 49 
Total revenues
 6,302
 
 592
 1
 
 6,895
Total revenues0 2,282 0 206 0 0 2,488 
Cost of revenues:             Cost of revenues:
Cost of equipment rentals, excluding depreciation
 2,086
 
 237
 1
 
 2,324
Cost of equipment rentals, excluding depreciation737 76 813 
Depreciation of rental equipment
 1,109
 
 102
 
 
 1,211
Depreciation of rental equipment378 39 417 
Cost of rental equipment sales
 334
 
 29
 
 
 363
Cost of rental equipment sales113 122 
Cost of new equipment sales
 143
 
 20
 
 
 163
Cost of new equipment sales52 58 
Cost of contractor supplies sales
 49
 
 5
 
 
 54
Cost of contractor supplies sales16 18 
Cost of service and other revenues
 67
 
 8
 
 
 75
Cost of service and other revenues26 27 
Total cost of revenues
 3,788
 
 401
 1
 
 4,190
Total cost of revenues0 1,322 0 133 0 0 1,455 
Gross profit
 2,514
 
 191
 
 
 2,705
Gross profit0 960 0 73 0 0 1,033 
Selling, general and administrative expenses14
 693
 
 84
 33
 
 824
Selling, general and administrative expenses(7)251 25 273 
Merger related costs
 1
 
 
 
 
 1
Restructuring charge
 17
 
 (1) 
 
 16
Restructuring charge
Non-rental depreciation and amortization14
 271
 
 26
 
 
 311
Non-rental depreciation and amortization89 102 
Operating (loss) income(28) 1,532
 
 82
 (33) 
 1,553
Operating income (loss)Operating income (loss)618 39 (4)656 
Interest (income) expense, net(51) 506
 
 
 23
 
 478
Interest (income) expense, net(18)158 147 
Other (income) expense, net(560) 640
 
 44
 (130) 
 (6)Other (income) expense, net(201)230 15 (45)(1)
Income before provision for income taxes583
 386
 
 38
 74
 
 1,081
Income before provision for income taxes222 230 24 34 510 
Provision for income taxes132
 90
 
 4
 19
 
 245
Provision for income taxes56 48 119 
Income before equity in net earnings (loss) of subsidiaries451
 296
 
 34
 55
 
 836
Income before equity in net earnings (loss) of subsidiaries166 182 18 25 391 
Equity in net earnings (loss) of subsidiaries385
 89
 24
 
 
 (498) 
Equity in net earnings (loss) of subsidiaries225 43 12 (280)
Net income (loss)836
 385
 24
 34
 55
 (498) 836
Net income (loss)391 225 12 18 25 (280)391 
Other comprehensive income (loss)20
 20
 30
 20
 
 (70) 20
Other comprehensive (loss) incomeOther comprehensive (loss) income(23)(23)(12)(21)56 (23)
Comprehensive income (loss)$856
 $405
 $54
 $54
 $55
 $(568) $856
Comprehensive income (loss)$368 $202 $0 $(3)$25 $(224)$368 






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Table of Contents
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)




CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME
For the Nine Months Ended September 30, 20182020
 ParentURNAGuarantor
Subsidiaries
Non-Guarantor
Subsidiaries
EliminationsTotal
ForeignSPV
Revenues:
Equipment rentals$$4,856 $$429 $$$5,286 
Sales of rental equipment531 52 583 
Sales of new equipment148 21 169 
Contractor supplies sales64 73 
Service and other revenues125 15 140 
Total revenues0 5,724 0 526 1 0 6,251 
Cost of revenues:
Cost of equipment rentals, excluding depreciation1,907 175 2,083 
Depreciation of rental equipment1,119 97 1,216 
Cost of rental equipment sales327 26 353 
Cost of new equipment sales129 18 147 
Cost of contractor supplies sales46 52 
Cost of service and other revenues77 86 
Total cost of revenues0 3,605 0 331 1 0 3,937 
Gross profit0 2,119 0 195 0 0 2,314 
Selling, general and administrative expenses(3)620 73 34 (3)721 
Restructuring charge11 11 
Non-rental depreciation and amortization20 249 23 292 
Operating (loss) income(17)1,239 99 (34)1,290 
Interest (income) expense, net(37)570 11 544 
Other (income) expense, net(508)581 39 (121)(6)
Income before provision (benefit) for income taxes528 88 60 76 752 
Provision (benefit) for income taxes131 (7)16 19 159 
Income before equity in net earnings (loss) of subsidiaries397 95 44 57 593 
Equity in net earnings (loss) of subsidiaries196 101 39 (336)
Net income (loss)593 196 39 44 57 (336)593 
Other comprehensive (loss) income(28)(28)(32)(26)86 (28)
Comprehensive income (loss)$565 $168 $7 $18 $57 $(250)$565 
              
 Parent URNA 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 Eliminations Total
 Foreign SPV 
Revenues:             
Equipment rentals$
 $4,568
 $
 $383
 $
 $
 $4,951
Sales of rental equipment
 435
 
 43
 
 
 478
Sales of new equipment
 123
 
 17
 
 
 140
Contractor supplies sales
 58
 
 8
 
 
 66
Service and other revenues
 92
 
 14
 
 
 106
Total revenues
 5,276
 
 465
 
 
 5,741
Cost of revenues:             
Cost of equipment rentals, excluding depreciation
 1,710
 
 173
 
 
 1,883
Depreciation of rental equipment
 911
 
 77
 
 
 988
Cost of rental equipment sales
 259
 
 23
 
 
 282
Cost of new equipment sales
 107
 
 14
 
 
 121
Cost of contractor supplies sales
 38
 
 5
 
 
 43
Cost of service and other revenues
 49
 
 9
 
 
 58
Total cost of revenues
 3,074
 
 301
 
 
 3,375
Gross profit
 2,202
 
 164
 
 
 2,366
Selling, general and administrative expenses33
 604
 
 66
 33
 
 736
Merger related costs
 14
 
 
 
 
 14
Restructuring charge
 14
 
 1
 
 
 15
Non-rental depreciation and amortization11
 185
 
 17
 
 
 213
Operating (loss) income(44) 1,385
 
 80
 (33) 
 1,388
Interest (income) expense, net(26) 349
 
 
 17
 (1) 339
Other (income) expense, net(469) 529
 
 37
 (99) 
 (2)
Income before provision for income taxes451
 507
 
 43
 49
 1
 1,051
Provision for income taxes105
 135
 
 13
 12
 
 265
Income before equity in net earnings (loss) of subsidiaries346
 372
 
 30
 37
 1
 786
Equity in net earnings (loss) of subsidiaries440
 68
 30
 
 
 (538) ��
Net income (loss)786
 440
 30
 30
 37
 (537) 786
Other comprehensive (loss) income(27) (27) (28) (95) 
 150
 (27)
Comprehensive income (loss)$759
 $413
 $2
 $(65) $37
 $(387) $759




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Table of Contents
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)



CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME
For the Nine Months Ended September 30, 2019
 ParentURNAGuarantor
Subsidiaries
Non-Guarantor
Subsidiaries
EliminationsTotal
 ForeignSPV
Revenues:
Equipment rentals$$5,407 $$494 $$$5,902 
Sales of rental equipment535 52 587 
Sales of new equipment166 23 189 
Contractor supplies sales70 78 
Service and other revenues124 15 139 
Total revenues0 6,302 0 592 1 0 6,895 
Cost of revenues:
Cost of equipment rentals, excluding depreciation2,086 237 2,324 
Depreciation of rental equipment1,109 102 1,211 
Cost of rental equipment sales334 29 363 
Cost of new equipment sales143 20 163 
Cost of contractor supplies sales49 54 
Cost of service and other revenues67 75 
Total cost of revenues0 3,788 0 401 1 0 4,190 
Gross profit0 2,514 0 191 0 0 2,705 
Selling, general and administrative expenses14 693 84 33 824 
Merger related costs
Restructuring charge17 (1)16 
Non-rental depreciation and amortization14 271 26 311 
Operating (loss) income(28)1,532 82 (33)1,553 
Interest (income) expense, net(51)506 23 478 
Other (income) expense, net(560)640 44 (130)(6)
Income before provision for income taxes583 386 38 74 1,081 
Provision for income taxes132 90 19 245 
Income before equity in net earnings (loss) of subsidiaries451 296 34 55 836 
Equity in net earnings (loss) of subsidiaries385 89 24 (498)
Net income (loss)836 385 24 34 55 (498)836 
Other comprehensive income (loss)20 20 30 20 (70)20 
Comprehensive income (loss)$856 $405 $54 $54 $55 $(568)$856 

34

Table of Contents
UNITED RENTALS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(Dollars in millions, except per share data, unless otherwise indicated)


CONDENSED CONSOLIDATING CASH FLOW INFORMATION
For the Nine Months Ended September 30, 2020
 ParentURNAGuarantor
Subsidiaries
Non-Guarantor
Subsidiaries
EliminationsTotal
ForeignSPV
Net cash provided by operating activities$41 $1,871 $$146 $230 $$2,288 
Net cash used in investing activities(41)(235)(10)(286)
Net cash used in financing activities(1,638)(13)(230)(1,881)
Effect of foreign exchange rates
Net (decrease) increase in cash and cash equivalents0 (2)0 124 0 0 122 
Cash and cash equivalents at beginning of period28 24 52 
Cash and cash equivalents at end of period$0 $26 $0 $148 $0 $0 $174 
CONDENSED CONSOLIDATING CASH FLOW INFORMATION
For the Nine Months Ended September 30, 2019
 
 ParentURNAGuarantor
Subsidiaries
Non-Guarantor
Subsidiaries
EliminationsTotal
 ForeignSPV
Net cash provided by operating activities$21 $2,403 $$151 $$$2,582 
Net cash used in investing activities(21)(1,592)(136)(1,749)
Net cash used in financing activities(777)(32)(7)(816)
Effect of foreign exchange rates
Net increase (decrease) in cash and cash equivalents0 34 0 (17)0 0 17 
Cash and cash equivalents at beginning of period42 43 
Cash and cash equivalents at end of period$0 $35 $0 $25 $0 $0 $60 
35
 Parent URNA 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 Eliminations Total
Foreign SPV 
Net cash provided by operating activities$21
 $2,403
 $
 $151
 $7
 $
 $2,582
Net cash used in investing activities(21) (1,592) 
 (136) 
 
 (1,749)
Net cash used in financing activities
 (777) 
 (32) (7) 
 (816)
Net increase (decrease) in cash and cash equivalents
 34
 
 (17) 
 
 17
Cash and cash equivalents at beginning of period
 1
 
 42
 
 
 43
Cash and cash equivalents at end of period$
 $35
 $
 $25
 $
 $
 $60

CONDENSED CONSOLIDATING CASH FLOW INFORMATION
Table of Contents
ForItem 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in millions, except per share data, unless otherwise indicated)
COVID-19
As discussed in note 1 to our condensed consolidated financial statements, the Nine Months Endednovel coronavirus (“COVID-19”) is a pandemic of respiratory disease spreading from person-to-person that poses a serious public health risk, which has significantly disrupted supply chains and businesses around the world. While visibility into future economic conditions remains limited, based on increased insight into near-term indicators, we reintroduced full-year 2020 guidance in July 2020, after having withdrawn it in April 2020. In October 2020, after reporting third quarter results, we raised our full-year 2020 guidance.
Prior to mid-March 2020, our performance was largely in line with expectations. In early-March, we initiated contingency planning ahead of the impact of COVID-19 on our end-markets. This planning has focused on five key work-streams that are the basis for our crisis response plan:
1.Ensuring the safety and well-being of our employees and customers: Above all else, we are committed to ensuring the health, safety and well-being of our employees and customers. We have implemented a variety of COVID-19 safety measures, including ensuring that branches have sufficient and adequate personal protection equipment. We have also implemented appropriate social distancing practices, and increased disinfecting of equipment and facilities.
2.Leveraging our competitive advantages to support the needs of customers: We have made modifications to enhance safety measures in our operating processes and protocols that support the needs of our customers. Additionally, our digital capabilities allow customers to perform fully contactless transactions.
3.Disciplined capital expenditures: We have a substantial degree of flexibility in managing our capital expenditures and fleet capacity. While the current environment remains fluid, we expect that our 2020 capital expenditures will be down significantly year-over-year.
4.Controlling core operating expenses: A significant portion of our cash operating costs are variable in nature. Since March, we have significantly reduced overtime and temporary labor primarily in response to the impact of COVID-19. Furthermore, we continue to leverage our current capacity to reduce the need for third-party delivery and repair services, and minimize other discretionary expenses across general and administrative areas.
5.Proactively managing the balance sheet with a focus on liquidity: We are focused on ensuring that we maintain ample liquidity to meet our business needs as the impact of COVID-19 evolves. As a result, our current $500 share repurchase program was paused in mid-March. At September 30, 20182020, our total liquidity was $3.430 billion, comprised of cash and cash equivalents, and availability under the ABL and accounts receivable securitization facilities. As discussed below, in October 2020, we redeemed the $750 outstanding principal amount of our 4 5/8 percent Senior Notes due 2025, using borrowings available under our ABL facility. After the redemption of the 4 5/8 percent Senior Notes due 2025, we have no note maturities until 2026.
The impact of COVID-19 on our business is discussed throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” As discussed below, the response plan above helped mitigate the impact of COVID-19 on our results.
 Parent URNA 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 Eliminations Total
    Foreign SPV  
Net cash provided by (used in) operating activities$22
 $2,354
 $(1) $(50) $(202) $
 $2,123
Net cash used in investing activities(22) (2,259) 
 (112) 
 
 (2,393)
Net cash (used in) provided by financing activities
 (101) 1
 (109) 202
 
 (7)
Effect of foreign exchange rates
 
 
 (10) 
 
 (10)
Net decrease in cash and cash equivalents
 (6) 
 (281) 
 
 (287)
Cash and cash equivalents at beginning of period
 23
 
 329
 
 
 352
Cash and cash equivalents at end of period$
 $17
 $
 $48
 $
 $
 $65



Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in millions, except per share data, unless otherwise indicated)
Executive Overview
We are the largest equipment rental company in the world, with an integrated network of 1,1831,181 rental locations in the United States, Canada and Europe. As discussed in note 3 to the condensed consolidated financial statements, inIn July 2018, we completed the acquisition of BakerCorp International Holdings, Inc. (“BakerCorp”), which allowed for our entry into select European markets. Although the equipment rental industry is highly fragmented and diverse, we believe that we are well positioned to take advantage of this environment because, as a larger company, we have more extensive resources and certain competitive advantages. These include a fleet of rental equipment with a total original equipment cost (“OEC”) of $15.0$14.2 billion, and a nationalNorth American branch network that operates in 49 U.S. states and every Canadian province, and serves 99 of the 100 largest 100 metropolitan areas in the U.S. The BakerCorp acquisition discussed above added 11 European locations in France, Germany, the United Kingdom and the Netherlands to our branch network. Our size also gives us greater purchasing power, the ability to provide customers with a broader range of equipment and services, the ability to provide customers with equipment that is more consistently well-maintained and therefore more productive and reliable, and the ability to enhance the earning potential of our assets by transferring equipment among branches to satisfy customer needs.
We offer approximately 4,000 classes of equipment for rent to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. Our revenues are derived from the following sources: equipment rentals, sales of rental equipment, sales of new equipment, contractor supplies sales and
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service and other revenues. Equipment rentals represented 8685 percent of total revenues for the nine months ended September 30, 2019.2020.
For the past several years, we have executed a strategy focused on improving the profitability of our core equipment rental business through revenue growth, margin expansion and operational efficiencies. In particular, we have focused on customer segmentation, customer service differentiation, rate management, fleet management and operational efficiency.
In 2019, we have continued our disciplined focusWe are currently managing the impact of COVID-19, as discussed above. Our general strategy focuses on increasing our profitability and return on invested capital. Incapital, and, in particular, calls for:
A consistently superior standard of service to customers, often provided through a single lead contact who can coordinate the cross-selling of the various services we offer throughout our network. We utilize a proprietary software application, Total Control®, which provides our key customers with a single in-house software application that enables them to monitor and manage all their equipment needs. Total Control® is a unique customer offering that enables us to develop strong, long-term relationships with our larger customers. Our digital capabilities, including our Total Control® platform, allow our sales teams to provide contactless end-to-end customer service;
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 calls for: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;
A continued focus on “Lean” management techniques, including kaizen processes focused on continuous improvement. We continue to implement Lean kaizen processes 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;
A continued focus on Project XL, which is a set of eight specific work streams focused on driving profitable growth through revenue opportunities and generating incremental profitability through cost savings across our business;
The continued expansion of our trench, power and fluid solutions footprint, as well as our tools and onsite services offerings, and the cross-selling of these services throughout our network, as exhibited by our recent acquisition of BakerCorp discussed above. We believe that the expansion of our trench, power and fluid solutions business, as well as our tools and onsite services offerings, will further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings; and
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;
A continued focus on “Lean” management techniques, including kaizen processes focused on continuous improvement. We continue to implement Lean kaizen processes 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;
A continued focus on Project XL, which is a set of eight specific work streams focused on driving profitable growth through revenue opportunities and generating incremental profitability through cost savings across our business;
The continued expansion of our trench, power and fluid solutions footprint, as well as our tools offering, and the cross-selling of these services throughout our network, as exhibited by our acquisition of BakerCorp discussed in note 3 to the condensed consolidated financial statements. We believe that the expansion of our trench, power and fluid solutions business, as well as our tools offering, will further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings; and
The pursuit of strategic acquisitions to continue to expand our core equipment rental business, as exhibited by our recently completed acquisitions of NES Rentals Holdings II, Inc. (“NES”), Neff Corporation ("Neff") and Vander Holding Corporation and its subsidiaries (“BlueLine”), Neff Corporation ("Neff") and BlueLine (which is discussed further in note 3 to the condensed consolidated financial statements). Strategic acquisitions allow us to invest our capital to expand our business, further driving our ability to accomplish our strategic goals.
Financial Overview
Prior to taking actions pertaining to our financial flexibility and liquidity, we considered the impact of COVID-19 on liquidity, and assessed our available sources and anticipated uses of cash, including, with respect to sources, cash generated from operations and from the sale of rental equipment. In 2019,2020, we took the following actions to improve our financial flexibility and liquidity, and to position us to invest the necessary capital in our business:
Issued $750 principal amount of 4 percent Senior Notes due 2030;
Issued $1.1 billion principal amount of 3 7/8 percent Senior Notes due 2031;
Redeemed all $800 principal amount of our1/2 percent Senior Notes due 2025;
Redeemed all $1.1 billion principal amount of our 6 1/2 percent Senior Notes due 2026; and
1/4 percent Senior Notes due 2030;

Redeemed all of our 5 3/4 percent Senior Notes;
Amended and extended our ABL facility, including an increase in the facility size from $3.0 billion to $3.75 billion; and
Amended and extended our accounts receivable securitization facility.facility, including a reduction in the size of the facility from $975 to $800.
We have also used cash generated from operations to reduce borrowings under the ABL facility, and total debt has decreased $1.377 billion, or 12.0 percent, since December 31, 2019. In October 2020, we additionally redeemed all $750 principal amount of our 4 5/8 percent Senior Notes due 2025, using borrowings available under our ABL facility.
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As of September 30, 2019,2020, we had available liquidity of $2.161$3.430 billion, includingcomprised of cash and cash equivalents, and availability under the ABL and accounts receivable securitization facilities. As noted above, in October 2020, we redeemed all $750 principal amount of $60.our 4 5/8 percent Senior Notes due 2025, using borrowings available under our ABL facility.
Net income. Net income and diluted earnings per share for the three and nine months ended September 30, 20192020 and 20182019 are presented below.
Three Months EndedNine Months Ended
 September 30,September 30,
 2020201920202019
Net income$208 $391 $593 $836 
Diluted earnings per share$2.87 $5.08 $8.12 $10.66 
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2019 2018 2019 2018
Net income$391
 $333
 $836
 $786
Diluted earnings per share$5.08
 $4.01
 $10.66
 $9.34
Net income and diluted earnings per share for the three and nine months ended September 30, 20192020 and 20182019 include the after-tax impacts of the items below. The tax rates applied to the items below reflect the statutory rates in the applicable entities.
 Three Months Ended September 30,Nine Months Ended September 30,
 2020201920202019
Tax rate applied to items below25.2 %25.1 %25.2 %25.3 %
 Contribution
to net income (after-tax)
Impact on
diluted earnings per share
Contribution
to net income (after-tax)
Impact on
diluted earnings per share
Contribution
to net income (after-tax)
Impact on
diluted earnings per share
Contribution
to net income (after-tax)
Impact on
diluted earnings per share
Merger related costs (1)$— $— $— $— $— $— $(1)$(0.01)
Merger related intangible asset amortization (2)(40)(0.55)(47)(0.63)(125)(1.71)(148)(1.90)
Impact on depreciation related to acquired fleet and property and equipment (3)(5)(0.06)(5)(0.07)(9)(0.12)(26)(0.33)
Impact of the fair value mark-up of acquired fleet (4)(8)(0.12)(11)(0.14)(25)(0.35)(43)(0.55)
Restructuring charge (5)(4)(0.06)(2)(0.02)(8)(0.11)(12)(0.15)
Asset impairment charge (6)(7)(0.10)(2)(0.02)(27)(0.37)(5)(0.06)
Loss on repurchase/redemption of debt securities and amendment of ABL facility (7)(119)(1.64)— — (119)(1.63)(24)(0.30)

(1)This reflects transaction costs associated with the BakerCorp and BlueLine acquisitions that were completed in 2018. Merger related costs only include costs associated with major acquisitions that significantly impact our operations. For additional information, see "Results of Operations-Other costs/(income)-merger related costs" below.
(2)This reflects the amortization of the intangible assets acquired in the RSC, National Pump, NES, Neff, BakerCorp and BlueLine acquisitions.
(3)This reflects the impact of extending the useful lives of equipment acquired in the RSC, NES, Neff, BakerCorp and BlueLine acquisitions, 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, NES, Neff and BlueLine acquisitions that was subsequently sold.
(5)This primarily reflects severance and branch closure charges associated with our restructuring programs. For additional information, see note 4 to our condensed consolidated financial statements.
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 Three Months Ended September 30,
Nine Months Ended September 30,
 2019
2018
2019
2018
Tax rate applied to items below25.1%   25.4%   25.3%   25.3%  
 Contribution
to net income (after-tax)

Impact on
diluted earnings per share

Contribution
to net income (after-tax)

Impact on
diluted earnings per share

Contribution
to net income (after-tax)

Impact on
diluted earnings per share

Contribution
to net income (after-tax)

Impact on
diluted earnings per share
Merger related costs (1)$

$

$(7)
$(0.09)
$(1)
$(0.01)
$(10)
$(0.12)
Merger related intangible asset amortization (2)(47)
(0.63)
(35)
(0.42)
(148)
(1.90)
(99)
(1.18)
Impact on depreciation related to acquired fleet and property and equipment (3)(5)
(0.07)
(1)
(0.02)
(26)
(0.33)
(16)
(0.19)
Impact of the fair value mark-up of acquired fleet (4)(11)
(0.14)
(10)
(0.11)
(43)
(0.55)
(40)
(0.47)
Restructuring charge (5)(2)
(0.02)
(7)
(0.09)
(12)
(0.15)
(11)
(0.13)
Asset impairment charge (6)(2)
(0.02)




(5)
(0.06)



Loss on repurchase/redemption of debt securities and amendment of ABL facility







(24)
(0.30)



(6)This reflects write-offs of leasehold improvements and other fixed assets. The three and nine months ended September 30, 2020 include asset impairment charges of $10 and $36, respectively, which were not related to COVID-19, primarily associated with the discontinuation of certain equipment programs.

(7)This primarily reflects the difference between the net carrying amount and the total purchase price of the redeemed notes. For additional information, see "Results of Operations-Other costs/(income)-Interest expense, net" below.
(1)This reflects transaction costs associated with the NES and Neff acquisitions that were completed in 2017, and the BakerCorp and BlueLine acquisitions discussed in note 3 to our condensed consolidated financial statements. Merger related costs only include costs associated with major acquisitions that significantly impact our operations. For additional information, see "Results of Operations-Other costs/(income)-merger related costs" below.
(2)This reflects the amortization of the intangible assets acquired in the RSC, National Pump, NES, Neff, BakerCorp and BlueLine acquisitions.
(3)This reflects the impact of extending the useful lives of equipment acquired in the RSC, NES, Neff, BakerCorp and BlueLine acquisitions, 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, NES, Neff and BlueLine acquisitions that was subsequently sold.
(5)This primarily reflects severance and branch closure charges associated with our restructuring programs. For additional information, see note 5 to our condensed consolidated financial statements.
(6)This reflects write-offs of leasehold improvements and other fixed assets.
EBITDA GAAP Reconciliations. EBITDA represents the sum of net income, provision for income taxes, interest expense, net, depreciation of rental equipment and non-rental depreciation and amortization. Adjusted EBITDA represents EBITDA plus the sum of the merger related costs, restructuring charge, stock compensation expense, net and the impact of the fair value mark-up of the acquired fleet. These items are excluded from adjusted EBITDA internally when evaluating our operating performance and for strategic planning and forecasting purposes, and allow investors to make a more meaningful comparison between our core business operating results over different periods of time, as well as with those of other similar companies. The EBITDAnet income and adjusted EBITDA margins represent EBITDAnet income or adjusted EBITDA divided by total revenue. Management believes that EBITDA and adjusted EBITDA, when viewed with the Company’s results under GAAP and the accompanying reconciliations, provide useful information about operating performance and period-over-period growth, and provide additional information that is useful for evaluating the operating performance of our core business without regard to potential distortions. Additionally, management believes that EBITDA and adjusted EBITDA help investors gain an understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced. However, EBITDA and adjusted EBITDA are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as alternatives to net income or cash flow from operating activities as indicators of operating performance or liquidity.
The table below provides a reconciliation between net income and EBITDA and adjusted EBITDA: 
Three Months EndedNine Months Ended
 September 30,September 30,
 2020201920202019
Net income$208 $391 $593 $836 
Provision for income taxes67 119 159 245 
Interest expense, net278 147 544 478 
Depreciation of rental equipment395 417 1,216 1,211 
Non-rental depreciation and amortization97 102 292 311 
EBITDA$1,045 $1,176 $2,804 $3,081 
Merger related costs (1)— — — 
Restructuring charge (2)11 16 
Stock compensation expense, net (3)18 14 46 45 
Impact of the fair value mark-up of acquired fleet (4)12 15 34 58 
Adjusted EBITDA$1,081 $1,207 $2,895 $3,201 
Net income margin9.5 %15.7 %9.5 %12.1 %
Adjusted EBITDA margin49.4 %48.5 %46.3 %46.4 %
 Three Months Ended Nine Months Ended
 September 30, September 30,
 2019 2018 2019 2018
Net income$391
 $333
 $836
 $786
Provision for income taxes119
 127
 245
 265
Interest expense, net147
 118
 478
 339
Depreciation of rental equipment417
 343
 1,211
 988
Non-rental depreciation and amortization102
 75
 311
 213
EBITDA$1,176
 $996
 $3,081
 $2,591
Merger related costs (1)
 11
 1
 14
Restructuring charge (2)2
 9
 16
 15
Stock compensation expense, net (3)14
 30
 45
 73
Impact of the fair value mark-up of acquired fleet (4)15
 13
 58
 53
Adjusted EBITDA$1,207
 $1,059
 $3,201
 $2,746

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

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Nine Months EndedNine Months Ended
September 30, September 30,
2019 2018 20202019
Net cash provided by operating activities$2,582
 $2,123
Net cash provided by operating activities$2,288 $2,582 
Adjustments for items included in net cash provided by operating activities but excluded from the calculation of EBITDA:   Adjustments for items included in net cash provided by operating activities but excluded from the calculation of EBITDA:
Amortization of deferred financing costs and original issue discounts(11) (9)Amortization of deferred financing costs and original issue discounts(11)(11)
Gain on sales of rental equipment224
 196
Gain on sales of rental equipment230 224 
Gain on sales of non-rental equipment3
 4
Gain on sales of non-rental equipment
Gain on insurance proceeds from damaged equipment18
 18
Insurance proceeds from damaged equipmentInsurance proceeds from damaged equipment34 18 
Merger related costs (1)(1) (14)Merger related costs (1)— (1)
Restructuring charge (2)(16) (15)Restructuring charge (2)(11)(16)
Stock compensation expense, net (3)(45) (73)Stock compensation expense, net (3)(46)(45)
Loss on repurchase/redemption of debt securities and amendment of ABL facility(32) 
Loss on repurchase/redemption of debt securities and amendment of ABL facility (5)Loss on repurchase/redemption of debt securities and amendment of ABL facility (5)(159)(32)
Changes in assets and liabilities(217) (68)Changes in assets and liabilities(203)(217)
Cash paid for interest480
 379
Cash paid for interest438 480 
Cash paid for income taxes, net96
 50
Cash paid for income taxes, net239 96 
EBITDA$3,081
 $2,591
EBITDA$2,804 $3,081 
Add back:   Add back:
Merger related costs (1)1
 14
Merger related costs (1)— 
Restructuring charge (2)16
 15
Restructuring charge (2)11 16 
Stock compensation expense, net (3)45
 73
Stock compensation expense, net (3)46 45 
Impact of the fair value mark-up of acquired fleet (4)58
 53
Impact of the fair value mark-up of acquired fleet (4)34 58 
Adjusted EBITDA$3,201
 $2,746
Adjusted EBITDA$2,895 $3,201 
 ___________________
(1)This reflects transaction costs associated with the NES and Neff acquisitions that were completed in 2017, and the BakerCorp and BlueLine acquisitions discussed in note 3 to our condensed consolidated financial statements. Merger related costs only include costs associated with major acquisitions that significantly impact our operations. For additional information, see "Results of Operations-Other costs/(income)-merger related costs" below.
(2)This primarily reflects severance and branch closure charges associated with our restructuring programs. For additional information, see note 5 to our condensed consolidated financial statements.
(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, NES, Neff and BlueLine acquisitions that was subsequently sold.
(1)This reflects transaction costs associated with the BakerCorp and BlueLine acquisitions that were completed in 2018. Merger related costs only include costs associated with major acquisitions that significantly impact our operations. For additional information, see "Results of Operations-Other costs/(income)-merger related costs" below.
(2)This primarily reflects severance and branch closure charges associated with our restructuring programs. For additional information, see note 4 to our condensed consolidated financial statements.
(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, NES, Neff and BlueLine acquisitions that was subsequently sold.
(5)This primarily reflects the difference between the net carrying amount and the total purchase price of the redeemed notes. For additional information, see "Results of Operations-Other costs/(income)-Interest expense, net" below.
For the three months ended September 30, 2019, EBITDA increased $180,2020, net income decreased $183, or 18.146.8 percent, and adjusted EBITDA increased $148, or 14.0net income margin decreased 620 basis points to 9.5 percent. For the three months ended September 30, 2019,2020, adjusted EBITDA decreased $126, or 10.4 percent, and adjusted EBITDA margin increased 2090 basis points to 47.349.4 percent.
The year-over-year decrease in net income margin primarily reflected 1) increased interest expense and 2) decreased gross margin from equipment rentals, partially offset by 3) decreased income tax expense. Net interest expense increased $131 year-over-year primarily due to a loss of $159 associated with the full redemption of our 5 1/2 percent Senior Notes due 2025 and 6 1/2 percent Senior Notes due 2026, partially offset by decreases in average debt and the average cost of debt. Gross margin from equipment rentals decreased 90 basis points year-over-year, with 180 basis points of the margin decline due to depreciation expense, which decreased 5.3 percent, but increased as a percentage of revenue. The 90 basis point increase in equipment rentals gross margin excluding the depreciation impact was primarily due to the combined impact of actions we have taken to manage operating costs, such as leveraging our current capacity to reduce the need for third-party delivery and repair services, and a majority of approximately $20 of non-recurring benefits recognized in the three months ended September 30, 2020, notably benefits from certain insurance recoveries. Year-over-year, the effective income tax rate was largely flat, but income tax expense decreased as a percentage of revenue.

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The year-over-year increase in the adjusted EBITDA margin included a 90 basis point increase in gross margin from equipment rentals (excluding depreciation), which reflects the combined impact of actions we have taken to manage operating costs, such as leveraging our current capacity to reduce the need for third-party delivery and repair services, and the majority of the non-recurring benefits discussed above. Adjusted EBITDA margin also benefited from a decrease in selling, general and administrative ("SG&A") expense, which included significant reductions in professional fees and travel and entertainment expenses, as a percentage of revenue. Excluding the $20 of non-recurring benefits discussed above, adjusted EBITDA margin was flat year-over-year.
For the nine months ended September 30, 2020, net income decreased $243, or 29.1 percent, and net income margin decreased 260 basis points to 9.5 percent. For the nine months ended September 30, 2020, adjusted EBITDA decreased $306, or 9.6 percent, and adjusted EBITDA margin decreased 15010 basis points to 48.546.3 percent. As discussed
The year-over-year decrease in note 3net income margin primarily reflected 1) decreased gross margin from equipment rentals and 2) increased interest expense, partially offset by lower year-over-year 3) income tax expense and 4) SG&A expense as a percentage of revenue. Gross margin from equipment rentals decreased 250 basis points year-over-year, with all of the margin decline due to our condensed consolidated financial statements, we completedan increase in depreciation expense as a percentage of revenue. The increase in depreciation expense included a $31 asset impairment charge, which was not related to COVID-19, associated with the acquisitionsdiscontinuation of BakerCorp in July 2018 and BlueLine in October 2018, and EBITDA and adjusted EBITDA for 2019 includecertain equipment programs. Excluding the impact of BakerCorpthe asset impairment charge, depreciation expense decreased slightly from 2019, but increased as a percentage of revenue, primarily due to COVID-19. See "Results of Operations-Gross Margin" below for further discussion of equipment rentals gross margin. Interest expense, net increased $66 year-over-year. Interest expense, net for the nine months ended September 30, 2020 and BlueLine. September 30, 2019 included debt redemption losses of $159 and $32, respectively. Excluding the impact of these losses, interest expense, net for nine months ended September 30, 2020 decreased primarily due to decreases in average debt and the average cost of debt. Year-over-year, the effective income tax rate was largely flat, but income tax expense decreased as a percentage of revenue. SG&A expense as a percentage of revenue decreased primarily due to significant reductions in professional fees and travel and entertainment expenses, which were implemented in response to COVID-19, partially offset by an increase in salaries, net of reduced bonuses, as a percentage of revenue, which also reflects the impact of COVID-19.
The decrease in the adjusted EBITDA margin primarily reflects i)1) lower margins from sales of rental equipment (excluding the adjustment reflected in the table above for the impact of the BakerCorpfair value mark-up of acquired fleet) and BlueLine acquisitions, ii) changesservice and other revenues and 2) a reduction in revenue mixthe proportion of revenues from higher margin (excluding depreciation) equipment rentals, partially offset by 3) the impact of decreased SG&A expenses and iii) increased operating costs. Operating costs were impacted by repair and repositioning initiatives that resulted in increased repairs and maintenance and delivery expenses, which increased 27.3 percent and 22.5 percent, respectively, both4) approximately $20 of which exceeded the total revenue increase of 17.6 percent.
Fornon-recurring benefits, notably including insurance recovery benefits, recognized during the nine months ended September 30, 2019, EBITDA increased $490, or 18.9 percent, and2020. Excluding the non-recurring benefits, adjusted EBITDA increased $455, or 16.6 percent. For the nine months ended September 30, 2019, EBITDA margin decreased 40 basis points to 44.7 percent, and adjusted EBITDAyear-over-year. Gross margin decreased 140 basis points to 46.4 percent. As discussed in note 3 to our condensed consolidated financial statements, we completedfrom sales of rental equipment (excluding the acquisitions of BakerCorp in July 2018 and BlueLine in October 2018, and EBITDA and adjusted EBITDA for 2019 include the impact of BakerCorp and BlueLine. The decreaseadjustment reflected in the adjusted EBITDA margin primarily reflects i)table above for the impact of the BakerCorp and BlueLine acquisitions, ii)fair value mark-up of acquired fleet) decreased primarily due to changes in revenuepricing and the mix of equipment sold. The decreased gross margin from service and iii)

increased operating costs. Operating costs were impacted by repair and repositioning initiatives thatother revenues reflected the impact of COVID-19, which resulted in increased repairsreduced training revenue without a proportionate reduction in costs. SG&A expense as a percentage of revenue decreased primarily due to significant reductions in professional fees and maintenance,travel and entertainment expenses, which increased 25.7 percent,were implemented in response to COVID-19, partially offset by an increase in salaries, net of reduced bonuses, as a percentage of revenue, which exceededalso reflects the total revenue increaseimpact of 20.1 percent.COVID-19.
Revenues were as follows:below. Fleet productivity is a comprehensive metric that provides greater insight into the decisions made by our managers in support of equipment rental growth and returns. Specifically, we seek to optimize the interplay of rental rates, time utilization and mix to drive rental revenue. Fleet productivity aggregates, in one metric, the impact of changes in rates, utilization and mix on owned equipment rental revenue. We believe that this metric is useful in assessing the effectiveness of our decisions on rates, time utilization and mix, particularly as they support the creation of shareholder value. The table below includes the components of the year-over-year change in rental revenue using the fleet productivity methodology.
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Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended September 30,Nine Months Ended September 30,
2019 2018 Change 2019 2018 Change 20202019Change20202019Change
Equipment rentals*$2,147
 $1,861
 15.4 % $5,902
 $4,951
 19.2 %Equipment rentals*$1,861 $2,147 (13.3)%$5,286 $5,902 (10.4)%
Sales of rental equipment198
 140
 41.4 % 587
 478
 22.8 %Sales of rental equipment199 198 0.5 %583 587 (0.7)%
Sales of new equipment67
 54
 24.1 % 189
 140
 35.0 %Sales of new equipment54 67 (19.4)%169 189 (10.6)%
Contractor supplies sales27
 24
 12.5 % 78
 66
 18.2 %Contractor supplies sales25 27 (7.4)%73 78 (6.4)%
Service and other revenues49
 37
 32.4 % 139
 106
 31.1 %Service and other revenues48 49 (2.0)%140 139 0.7 %
Total revenues$2,488
 $2,116
 17.6 % $6,895
 $5,741
 20.1 %Total revenues$2,187 $2,488 (12.1)%$6,251 $6,895 (9.3)%
*Equipment rentals variance components:           *Equipment rentals variance components:
Year-over-year change in average OEC    18.1 %     21.5 %Year-over-year change in average OEC(4.6)%(1.1)%
Assumed year-over-year inflation impact (1)    (1.5)%     (1.5)%Assumed year-over-year inflation impact (1)(1.5)%(1.5)%
Fleet productivity (2)    (1.3)%     (1.9)%Fleet productivity (2)(8.0)%(8.0)%
Contribution from ancillary and re-rent revenue (3)    0.1 %     1.1 %Contribution from ancillary and re-rent revenue (3)0.8 %0.2 %
Total change in equipment rentals    15.4 %     19.2 %Total change in equipment rentals(13.3)%(10.4)%
*Pro forma equipment rentals variance components (4):           
Year-over-year change in average OEC    4.4 %     5.2 %
Assumed year-over-year inflation impact (1)    (1.5)%     (1.5)%
Fleet productivity (2)    1.7 %     1.4 %
Contribution from ancillary and re-rent revenue (3)    (0.4)%     0.2 %
Total change in equipment rentals    4.2 %     5.3 %
 ___________________
(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 rental rates, time utilization, and mix that contribute to the variance in owned equipment rental revenue. See note 2 to the condensed consolidated financial statements for a discussion of the different types of equipment rentals revenue. Rental rate changes are calculated based on the year-over-year variance in average contract rates, weighted by the prior period revenue mix. 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. Mix includes the impact of changes in customer, fleet, geographic and segment mix.
(3)Reflects the combined impact of changes in the other types of equipment rentals revenue (see note 2 for further detail), excluding owned equipment rental revenue.
(4)As discussed in note 3 to the condensed consolidated financial statements, we completed the acquisitions of BakerCorp and BlueLine in July 2018 and October 2018, respectively. The pro forma information includes the standalone, pre-acquisition results of BakerCorp and BlueLine.
(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 rental rates, time utilization, and mix that contribute to the variance in owned equipment rental revenue. See note 2 to the condensed consolidated financial statements for a discussion of the different types of equipment rentals revenue. Rental rate changes are calculated based on the year-over-year variance in average contract rates, weighted by the prior period revenue mix. 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. Mix includes the impact of changes in customer, fleet, geographic and segment mix.
(3)Reflects the combined impact of changes in the other types of equipment rentals revenue (see note 2 for further detail), excluding owned equipment rental revenue.
Equipment rentals include our revenues from renting equipment, as well as revenue related to the fees we charge customers: for equipment delivery and pick-up; to protect the customer against liability for damage to our equipment while on rent; for fuel; and for environmental costs. Sales of rental equipment represent our revenues from the sale of used rental equipment. Sales of new equipment represent our revenues from the sale of new equipment. Contractor supplies sales represent our sales of supplies utilized by contractors, which include construction consumables, tools, small equipment and safety supplies. Services and other revenues primarily represent our revenues earned from providing repair and maintenance services on our customers’ fleet (including parts sales). See note 2 to the condensed consolidated financial statements for a discussion of our revenue recognition accounting.
For the three months ended September 30, 2019,2020, total revenues of $2.488$2.187 billion increased 17.6decreased 12.1 percent compared with 2018.2019. Equipment rentals and sales of rental equipment are our largest revenue types (together, they accounted for 94 percent of total revenue for the three months ended September 30, 2019)2020). Equipment rentals increased 15.4decreased 13.3 percent. COVID-19 began to impact our operations in March, and, since then, equipment rentals have decreased year-over-year, primarily due to the impact of COVID-19. Fleet productivity decreased 8.0 percent, primarily due to an 18.1 percent increase in average OEC, which includes the impact of COVID-19, which resulted in decreased rental volume in response to shelter-in-place orders and other market restrictions. Fleet productivity improved sequentially for the BakerCorp and BlueLine acquisitions discussedquarter by 560 basis points, primarily reflecting better fleet absorption in note 3 to the condensed consolidated financial statements. As explained further above, fleet productivity is a measure of the

decisions made to optimize the balance of rental rates, time utilization and mix to produce revenue and drive efficient growth. On a pro forma basis including the standalone, pre-acquisition results of BakerCorp and BlueLine, equipment rentals increased 4.2three months ended September 30, 2020. Average OEC decreased 4.6 percent primarily due to a 4.4 percent increase in average OEC and a fleet productivity increase of 1.7 percent, partially offset by the impact of inflation.year-over-year. Sales of rental equipment increased 41.4 percent primarily due to increased volume, which included the impact of the BlueLine acquisition, driven by a larger fleet size in a strong used equipment market.did not change materially year-over-year.
For the nine months ended September 30, 2019,2020, total revenues of $6.895$6.251 billion increased 20.1decreased 9.3 percent compared with 2018.2019. Equipment rentals increased 19.2and sales of rental equipment are our largest revenue types (together, they accounted for 94 percent of total revenue for the nine months ended September 30, 2020). Equipment rentals decreased 10.4 percent. COVID-19 began to impact our operations in March. Through February, equipment rentals were up slightly year-over-year. Since March, equipment rentals have decreased year-over-year, primarily due to the impact of COVID-19. Fleet productivity decreased 8.0 percent, primarily due to a 21.5 percent increase in average OEC, which includes the impact of the BakerCorpCOVID-19 since March, when rental volume declined in response to shelter-in-place orders and BlueLine acquisitions discussed in note 3 to the condensed consolidated financial statements. On a pro forma basis including the standalone, pre-acquisition results of BakerCorp and BlueLine, equipment rentals increased 5.3 percent, primarily due to a 5.2 percent increase in average OEC and aother market restrictions. Through February, fleet productivity increase of 1.4 percent, partially offset by the impact of inflation.was flat year-over-year and in line with expectations. Sales of rental equipment increased 22.8 percent primarily due to increased volume, which included the impact of the BlueLine acquisition, driven by a larger fleet size in a strong used equipment market.did not change materially year-over-year.

Results of Operations
As discussed in note 43 to our condensed consolidated financial statements, our reportable segments are general rentals and trench, power and fluid solutions. The general rentals segment includes the rental of construction, aerial, industrial and
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homeowner equipment and related services and activities. The general rentals segment’s customers include construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. The general rentalsThis segment operates throughout the United States and Canada. The trench, power and fluid solutions segment is comprised of i) the Trench Safety region, which rents trench safety equipment such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, ii) the Power and HVAC region, which rents power and HVAC equipment such as portable diesel generators, electrical distribution equipment, and temperature control equipment including heating and cooling equipment, and iii) the Fluid Solutions and iv) Fluid Solutions Europe regions, both of which rent equipment primarily used for fluid containment, transfer and treatment. The trench, power and fluid solutions segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. The trench, power and fluid solutionsThis segment operates throughout the United States and in Canada and Europe.
As discussed in note 43 to our condensed consolidated financial statements, we aggregate our 11 geographic regions—Carolinas, Gulf South, Industrial (which serves the geographic Gulf region and has a strong industrial presence), Mid-Atlantic, Mid Central, Midwest, Northeast, Pacific West, South, Southeast and Western Canada—into our general rentals reporting segment. Historically, there have been variances in the levels of equipment rentals gross margins achieved by these regions. For the five year period ended September 30, 2019,2020, three of our general rentals' regions had an equipment rentals gross margin that varied by between 10 percent and 1925 percent from the equipment rentals gross margins of the aggregated general rentals' regions over the same period. For the five year period ended September 30, 2020, the general rentals' region with the lowest equipment rentals gross margin was Western Canada. The Western Canada region's equipment rentals gross margin of 31.3 percent for the five year period ended September 30, 2020 was 25 percent less than the equipment rentals gross margins of the aggregated general rentals' regions over the same period. The Western Canada region's equipment rentals gross margin was less than the other general rentals' regions during this period primarily due to declines in the oil and gas business in the region. The rental industry is cyclical, and there historically have been regions with equipment rentals gross margins that varied by greater than 10 percent from the equipment rentals gross margins of the aggregated general rentals' regions, though the specific regions with margin variances of over 10 percent have fluctuated. We expect margin convergence going forward given the cyclical nature of the rental industry, and monitor the margin variances and confirm the expectation of future convergence on a quarterly basis. When monitoring for margin convergence, we include projected future results.
We similarly monitor the margin variances for the regions in the trench, power and fluid solutions segment. The trench, power and fluid solutions segment includes the locations acquired in the July 2018 BakerCorp acquisition discussed in note 3 to the condensed consolidated financial statements.above. As such, there is not a long history of the acquired locations' rental margins included in the trench, power and pumpfluid solutions segment. When monitoring for margin convergence, we include projected future results. We monitor the trench, power and fluid solutions segment margin variances and confirm the expectation of future convergence on a quarterly basis. The historic, pre-acquisition margins for the acquired BakerCorp locations are lower than the margins achieved at the other locations in the segment. We expect that the margins at the acquired locations will increase as we realize synergies following the acquisition, as a result of which, we expect future margin convergence.
We believe that the regions that are aggregated into our segments have similar economic characteristics, as each region is capital intensive, offers similar products to similar customers, uses similar methods to distribute its products, and is subject to similar competitive risks. The aggregation of our regions also reflects the management structure that we use for making operating decisions and assessing performance. Although we believe aggregating these regions into our reporting segments for segment reporting purposes is appropriate, to the extent that there are significant margin variances that do not converge, we may be required to disaggregate the regions into separate reporting segments. Any such disaggregation would have no impact on our consolidated results of operations.

These segments align our external segment reporting with how management evaluates business performance and allocates resources. We evaluate segment performance primarily based on segment equipment rentals gross profit. Our revenues, operating results, and financial condition fluctuate from quarter to quarter reflecting the seasonal rental patterns of our customers, with rental activity tending to be lower in the winter.
Revenues by segment were as follows: 
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General
rentals
Trench, power and fluid solutionsTotal
General
rentals
 Trench, power and fluid solutions Total
Three Months Ended September 30, 2020Three Months Ended September 30, 2020
Equipment rentalsEquipment rentals$1,391 $470 $1,861 
Sales of rental equipmentSales of rental equipment182 17 199 
Sales of new equipmentSales of new equipment47 54 
Contractor supplies salesContractor supplies sales17 25 
Service and other revenuesService and other revenues42 48 
Total revenueTotal revenue$1,679 $508 $2,187 
Three Months Ended September 30, 2019     Three Months Ended September 30, 2019
Equipment rentals$1,642
 $505
 $2,147
Equipment rentals$1,642 $505 $2,147 
Sales of rental equipment183
 15
 198
Sales of rental equipment183 15 198 
Sales of new equipment60
 7
 67
Sales of new equipment60 67 
Contractor supplies sales17
 10
 27
Contractor supplies sales17 10 27 
Service and other revenues42
 7
 49
Service and other revenues42 49 
Total revenue$1,944
 $544
 $2,488
Total revenue$1,944 $544 $2,488 
Three Months Ended September 30, 2018     
Nine Months Ended September 30, 2020Nine Months Ended September 30, 2020
Equipment rentals$1,444
 $417
 $1,861
Equipment rentals$4,040 $1,246 $5,286 
Sales of rental equipment130
 10
 140
Sales of rental equipment530 53 583 
Sales of new equipment50
 4
 54
Sales of new equipment145 24 169 
Contractor supplies sales17
 7
 24
Contractor supplies sales48 25 73 
Service and other revenues33
 4
 37
Service and other revenues122 18 140 
Total revenue$1,674
 $442
 $2,116
Total revenue$4,885 $1,366 $6,251 
Nine Months Ended September 30, 2019     Nine Months Ended September 30, 2019
Equipment rentals$4,592
 $1,310
 $5,902
Equipment rentals$4,592 $1,310 $5,902 
Sales of rental equipment541
 46
 587
Sales of rental equipment541 46 587 
Sales of new equipment167
 22
 189
Sales of new equipment167 22 189 
Contractor supplies sales53
 25
 78
Contractor supplies sales53 25 78 
Service and other revenues119
 20
 139
Service and other revenues119 20 139 
Total revenue$5,472
 $1,423
 $6,895
Total revenue$5,472 $1,423 $6,895 
Nine Months Ended September 30, 2018     
Equipment rentals$3,977
 $974
 $4,951
Sales of rental equipment446
 32
 478
Sales of new equipment125
 15
 140
Contractor supplies sales50
 16
 66
Service and other revenues95
 11
 106
Total revenue$4,693
 $1,048
 $5,741

Equipment rentals. For the three months ended September 30, 2019,2020, equipment rentals of $2.147$1.861 billion increaseddecreased $286, or 15.413.3 percent, as compared to the same period in 2018, primarily due2019. COVID-19 began to an 18.1 percent increaseimpact our operations in average OEC, which includes the impact of the BakerCorpMarch, and, BlueLine acquisitions discussed in note 3 to our condensed consolidated financial statements. On a pro forma basis including the standalone, pre-acquisition results of BakerCorp and BlueLine,since then, equipment rental revenue increased 4.2 percentrentals have decreased year-over-year, primarily due to a 4.4 percent increase in average OEC and a fleet productivity increase of 1.7 percent, partially offset by the impact of inflation.COVID-19. As explained further above (see "Financial Overview-Revenues"), fleet productivity is a comprehensive measure of the combined impact of key decisions made daily by our managers regarding rental rates, time utilization and mix on the year-over-year change in owned equipment rental revenue. Fleet productivity decreased 8.0 percent, primarily due to the impact of COVID-19, which resulted in decreased rental volume in response to shelter-in-place orders and other market restrictions. Fleet productivity improved sequentially for the quarter by 560 basis points, primarily reflecting better fleet absorption in the three months ended September 30, 2020. Average OEC decreased 4.6 percent year-over-year. Equipment rentals represented 8685 percent of total revenues for the three months ended September 30, 2019.2020.

For the nine months ended September 30, 2019,2020, equipment rentals of $5.902$5.286 billion increased $951,decreased $616, or 19.210.4 percent, as compared to the same period in 2018, primarily due2019. COVID-19 began to a 21.5 percent increaseimpact our operations in average OEC, which includes the impact of the BakerCorp and BlueLine acquisitions discussed in note 3 to our condensed consolidated financial statements. On a pro forma basis including the standalone, pre-acquisition results of BakerCorp and BlueLine,March. Through February, equipment rental revenue increased

5.3 percentrentals were up slightly year-over-year. Since March, equipment rentals have decreased year-over-year, primarily due to a 5.2 percent increase in average OEC and a fleet productivity increase of 1.4 percent, partially offset by the impact of inflation.COVID-19. Fleet productivity decreased 8.0 percent, primarily due to the impact of COVID-19 since March, when rental volume declined in response to shelter-in-place orders and other market restrictions. Through February, fleet productivity was flat year-over-year and in line with expectations. Equipment rentals represented 8685 percent of total revenues for the nine months ended September 30, 2019.2020.

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For the three months ended September 30, 2019,2020, general rentals equipment rentals increased $198,decreased $251, or 13.715.3 percent, as compared to the same period in 2018,2019, primarily due to COVID-19. As noted above, COVID-19 began to impact our operations in March, and, since then, equipment rentals have decreased year-over-year in response to shelter-in-place orders and other market restrictions. As discussed above, disciplined management of capital expenditures and fleet capacity is a 17.0 percent increase incomponent of our COVID-19 response plan, and average OEC which includes the impact of the BlueLine acquisition. The equipment rentals increase was less than the average OEC increase primarily due to the impact of the BlueLine acquisition and decreases in time utilization in certain locations. Additionally, in 2019, we adopted an updated lease accounting standard (see note 8 to the condensed consolidated financial statements for further detail) that requires that we recognize doubtful accounts associated with lease revenues as a reduction to equipment rentals revenue which decreased equipment rentals revenue in 2019. On a pro forma basis including the standalone, pre-acquisition results of BlueLine, equipment rental revenue increased 1.6 percent year-over-year, primarily due to a 3.2 percent increase in average OEC, partially offset by the impact of inflation.year-over-year. For the three months ended September 30, 2019,2020, equipment rentals represented 8483 percent of total revenues for the general rentals segment.

For the nine months ended September 30, 2019,2020, general rentals equipment rentals increased $615,decreased $552, or 15.512.0 percent, as compared to the same period in 2018,2019, primarily due to an 18.5 percent increaseCOVID-19. As noted above, COVID-19 began to impact our operations in average OEC, which includes the impact of the BlueLine acquisition. The equipment rentals increase was less than the average OEC increase primarily dueMarch, when rental volume declined in response to 1) the impact of the BlueLine acquisition, 2) decreases in time utilization in certain locationsshelter-in-place orders and 3) the impact of the change in accounting for doubtful accounts discussed above. On a pro forma basis including the standalone, pre-acquisition results of BlueLine, equipment rental revenue increased 3.0 percent year-over-year, primarily due to a 4.1 percent increase in average OEC, partially offset by the impact of inflation.other market restrictions. For the nine months ended September 30, 2019,2020, equipment rentals represented 8483 percent of total revenues for the general rentals segment.

For the three months ended September 30, 2019,2020, trench, power and fluid solutions equipment rentals increased $88,decreased $35, or 21.16.9 percent, as compared to the same period in 2018, primarily reflecting the impact of acquisitions, including BakerCorp, and cold starts. On a pro forma basis including the standalone, pre-acquisition results of BakerCorp, equipment rental revenue increased 13.9 percent year-over-year,2019, primarily due to a 14.3 percent increaseCOVID-19. As noted above, COVID-19 began to impact our operations in average OEC. The pro forma increaseMarch, and, since then, equipment rentals have decreased year-over-year in average OEC includes the impact of cold startsresponse to shelter-in-place orders and acquisitions other than BakerCorp.market restrictions. For the three months ended September 30, 2019,2020, equipment rentals represented 93 percent of total revenues for the trench, power and fluid solutions segment.

For the nine months ended September 30, 2019,2020, trench, power and fluid solutions equipment rentals increased $336,decreased $64, or 34.54.9 percent, as compared to the same period in 2018, primarily reflecting the impact of acquisitions, including BakerCorp, and cold starts. On a pro forma basis including the standalone, pre-acquisition results of BakerCorp, equipment rental revenue increased 14.3 percent year-over-year,2019, primarily due to COVID-19, partially offset by a 14.34.8 percent increase in average OEC. The pro forma increaseAs noted above, COVID-19 began to impact our operations in average OEC includes the impact of cold startsMarch, when rental volume declined in response to shelter-in-place orders and acquisitions other than BakerCorp.market restrictions. For the nine months ended September 30, 2019,2020, equipment rentals represented 9291 percent of total revenues for the trench, power and fluid solutions segment.
Sales of rental equipment. For the nine months ended September 30, 2019,2020, sales of rental equipment represented approximately 9 percent of our total revenues. Our general rentals segment accounted for most of these sales. For the three and nine months ended September 30, 2019,2020, sales of rental equipment increased 41.4 percent and 22.8 percent, respectively, from the same periods in 2018. Sales of rental equipment for the three and nine months ended September 30, 2019 increased primarily due to increased volume, which included the impact of the BlueLine acquisition, driven by a larger fleet size in a strong used equipment market.did not change materially year-over-year.
Sales of new equipment. For the nine months ended September 30, 2019,2020, sales of new equipment represented approximately 3 percent of our total revenues. Our general rentals segment accounted for most of these sales. For the three and nine months ended September 30, 2019,2020, sales of new equipment increased 24.1decreased 19.4 percent and 35.010.6 percent, respectively, from the same periods in 20182019 primarily due to increased volume driven by broad-based demand.the impact of COVID-19.
Contractor supplies sales. Contractor supplies sales represent our revenues associated with selling a variety of supplies, including construction consumables, tools, small equipment and safety supplies. For the nine months ended September 30, 2019,2020, contractor supplies sales represented approximately 1 percent of our total revenues. Our general rentals segment accounted for most of these sales. Contractor supplies sales for the three and nine months ended September 30, 2019 increased 12.52020 decreased 7.4 percent and 18.26.4 percent, respectively, from the same periods in 20182019 primarily due to the impact of the BakerCorp acquisition.COVID-19.

Service and other revenues. Service and other revenues primarily represent our revenues earned from providing repair and maintenance services on our customers’ fleet (including parts sales). For the nine months ended September 30, 2019,2020, service and other revenues represented approximately 2 percent of our total revenues. Our general rentals segment accounted for most of these sales. For the three and nine months ended September 30, 2019,2020, service and other revenues increased 32.4 percent and 31.1 percent, respectively,did not change materially from the same periods in 2018, primarily reflecting an increased emphasis on this line of business and the impact of the BlueLine acquisition.2019.
Segment Equipment Rentals Gross Profit
Segment equipment rentals gross profit and gross margin were as follows:
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General
rentals
 Trench, power and fluid solutions Total
Three Months Ended September 30, 2019     
Equipment Rentals Gross Profit$671
 $246
 $917
Equipment Rentals Gross Margin40.9% 48.7% 42.7%
Three Months Ended September 30, 2018     
Equipment Rentals Gross Profit$629
 $218
 $847
Equipment Rentals Gross Margin43.6% 52.3% 45.5%
Nine Months Ended September 30, 2019     
Equipment Rentals Gross Profit$1,765
 $602
 $2,367
Equipment Rentals Gross Margin38.4% 46.0% 40.1%
Nine Months Ended September 30, 2018     
Equipment Rentals Gross Profit$1,598
 $482
 $2,080
Equipment Rentals Gross Margin40.2% 49.5% 42.0%

General
rentals
Trench, power and fluid solutionsTotal
Three Months Ended September 30, 2020
Equipment Rentals Gross Profit$543 $234 $777 
Equipment Rentals Gross Margin39.0 %49.8 %41.8 %
Three Months Ended September 30, 2019
Equipment Rentals Gross Profit$671 $246 $917 
Equipment Rentals Gross Margin40.9 %48.7 %42.7 %
Nine Months Ended September 30, 2020
Equipment Rentals Gross Profit$1,410 $577 $1,987 
Equipment Rentals Gross Margin34.9 %46.3 %37.6 %
Nine Months Ended September 30, 2019
Equipment Rentals Gross Profit$1,765 $602 $2,367 
Equipment Rentals Gross Margin38.4 %46.0 %40.1 %
General rentals. For the three months ended September 30, 2019,2020, equipment rentals gross profit decreased by $128, and equipment rentals gross margin decreased 190 basis points, from 2019, with 220 basis points of the margin decline due to depreciation expense, which decreased 6.5 percent from 2019, but increased by $42,as a percentage of revenue, primarily due to increasedCOVID-19. As noted above, COVID-19 began to impact our operations in March, and, since then, equipment rentals including the impact of the BlueLine acquisition. As discussed above,have remained down year-over-year in response to shelter-in-place orders and other market restrictions. The 30 basis point increase in equipment rentals increased 13.7 percent, primarily due to a 17.0 percent increase in average OEC, which includesgross margin excluding the depreciation impact of the BlueLine acquisition. The equipment rentals increase was less than the average OEC increase primarily due to the combined impact of actions we have taken to manage operating costs, such as leveraging our current capacity to reduce the BlueLine acquisitionneed for third-party delivery and decreases in time utilization in certain locations. Additionally, in 2019, we adopted an updated lease accounting standard (see note 8 to the condensed consolidated financial statements for further detail) that requires that we recognize doubtful accounts associated with lease revenues as a reduction to equipment rentals revenue which decreased equipment rentals revenue in 2019. Equipment rentals gross margin decreased 270 basis points from 2018, due primarily to the impact of the BlueLine acquisition and increased operating costs. Depreciation of rental equipment increased 19.6 percent, which exceeded the equipment rentals increase of 13.7 percent,repair services, and the BlueLine acquisition was a significant driver of the depreciation increase. Operating costs were impacted by repair and repositioning initiatives that resulted in increased repairs and maintenance and delivery expenses, which increased 27.0 percent and 19.6 percent, respectively.Additionally, the change in accounting for doubtful accountsone-time benefits discussed above decreased the equipment rentals gross margin in 2019.(see "Financial Overview").

For the nine months ended September 30, 2019,2020, equipment rentals gross profit increaseddecreased by $167, primarily$355, and equipment rentals gross margin decreased 350 basis points, from 2019, with 310 basis points of the margin decline due to increasedan increase in depreciation expense as a percentage of revenue. The increase in depreciation expense includes a $27 asset impairment charge, which was not related to COVID-19, associated with the discontinuation of certain equipment rentals, includingprograms. Excluding the impact of the BlueLine acquisition. As discussed above, equipment rentalsasset impairment charge, depreciation expense decreased slightly from 2019, but increased 15.5 percent,as a percentage of revenue, primarily due to an 18.5 percent increaseCOVID-19. As noted above, COVID-19 began to impact our operations in average OEC, which includes the impact of the BlueLine acquisition. TheMarch, and, since then, equipment rentals increase was less than the average OEC increase primarily duehave remained down year-over-year in response to 1) the impact of the BlueLine acquisition, 2) decreasesshelter-in-place orders and other market restrictions. The remaining 40 basis point decline in time utilization in certain locations and 3) the impact of the change in accounting for doubtful accounts discussed above. Equipmentequipment rentals gross margin decreased 180 basis points from 2018,was primarily due primarily to the impact of COVID-19, partially offset by the BlueLine acquisitioncombined impact of 1) actions we have taken to manage operating costs, such as the reduction of overtime and increased operating costs. Depreciation of rental equipment increased 20.0 percent, which exceeded the equipment rentals increase of 15.5 percent,temporary labor, and the BlueLine acquisition was a significant driverleveraging of our current capacity to reduce the depreciation increase. Operating costs were impacted byneed for third-party delivery and repair services, and repositioning initiatives that resulted in increased repairs and maintenance, which increased 22.2 percent. Additionally,2) the change in accounting for doubtful accountsone-time benefits discussed above decreased the equipment rentals gross margin in 2019.(see "Financial Overview").
Trench, power and fluid solutions. For the three months ended September 30, 2019,2020, equipment rentals gross profit increaseddecreased by $28$12 and equipment rentals gross margin decreasedincreased by 360110 basis points from 2018.2019. The increase in equipment rentals gross profit primarily reflects increased equipment rentals revenue on a larger fleet. Year-over-year, trench, power and fluid solutions equipment rentals increased 21.1 percent and average OEC increased 26.3 percent primarily due to the impact of acquisitions, including BakerCorp, and cold starts. The equipment rentals increase was less than the average OEC increase

primarily due to the impact of the BakerCorp acquisition. On a pro forma basis including the standalone, pre-acquisition results of BakerCorp, equipment rental revenue increased 13.9 percent year-over-year, primarily due to a 14.3 percent increase in average OEC. The decrease in the equipment rentals gross margin was primarily due to the impact of acquisitions, including BakerCorp, and cold starts, and, to a lesser extent, higher than anticipateddecreases in certain operating costs, including repairs and maintenance. The historic, pre-acquisition marginslabor, partially offset by increases in depreciation expense and certain fixed expenses, such as facility costs, as a percentage of revenue. As noted above, we have reduced overtime and temporary labor primarily in response to the impact of COVID-19, and have leveraged our current capacity to reduce the need for the acquired BakerCorp locations are lower than the margins achieved at the other locations in the segment, although we expect that the margins will improve over timethird-party repair services. Depreciation expense was largely flat year-over-year, but increased as we realize synergies following the acquisition.a percentage of revenue, primarily due to COVID-19.
For the nine months ended September 30, 2019,2020, equipment rentals gross profit increaseddecreased by $120$25, and equipment rentals gross margin decreasedincreased by 35030 basis points from 2018.2019. The increaseincreased gross margin primarily reflected decreases in equipment rentals gross profitcertain operating costs, including delivery, repairs and labor, offset by increases in depreciation expense and certain fixed expenses, such as facility costs, as a percentage of revenue. As noted above, we have reduced overtime and temporary labor primarily reflects increased equipment rentals revenue on a larger fleet. Year-over-year, trench, power and fluid solutions equipment rentals increased 34.5 percent and average OEC increased 46.4 percent primarily duein response to the impact of acquisitions, including BakerCorp,COVID-19, and cold starts. The equipment rentals increasehave leveraged our current capacity to reduce the need for third-party delivery and repair services. Depreciation expense was less than the average OEC increaselargely flat year-over-year, but increased as a percentage of revenue, primarily due to the impact of the BakerCorp acquisition. On a pro forma basis including the standalone, pre-acquisition results of BakerCorp, equipment rental revenue increased 14.3 percent year-over-year, primarily due to a 14.3 percent increase in average OEC. The decrease in the equipment rentals gross margin was primarily due to the impact of acquisitions, including BakerCorp, and cold starts, and, to a lesser extent, higher than anticipated operating costs including repairs and maintenance.COVID-19.
Gross Margin. Gross margins by revenue classification were as follows:  
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 Three Months Ended September 30, Nine Months Ended September 30,
 2019 2018 Change 2019 2018 Change
Total gross margin41.5% 44.3% (280) bps 39.2% 41.2% (200) bps
Equipment rentals42.7% 45.5% (280) bps 40.1% 42.0% (190) bps
Sales of rental equipment38.4% 40.7% (230) bps 38.2% 41.0% (280) bps
Sales of new equipment13.4% 14.8% (140) bps 13.8% 13.6% 20 bps
Contractor supplies sales33.3% 37.5% (420) bps 30.8% 34.8% (400) bps
Service and other revenues44.9% 45.9% (100) bps 46.0% 45.3% 70 bps

 Three Months Ended September 30,Nine Months Ended September 30,
 20202019Change20202019Change
Total gross margin40.5 %41.5 %(100) bps37.0%39.2%(220) bps
Equipment rentals41.8 %42.7 %(90) bps37.6%40.1%(250) bps
Sales of rental equipment38.2 %38.4 %(20) bps39.5%38.2%130 bps
Sales of new equipment13.0 %13.4 %(40) bps13.0%13.8%(80) bps
Contractor supplies sales28.0 %33.3 %(530) bps28.8%30.8%(200) bps
Service and other revenues39.6 %44.9 %(530) bps38.6%46.0%(740) bps
For the three months ended September 30, 2019,2020, total gross margin decreased 280100 basis points from the same period in 2018.2019. Equipment rentals gross margin decreased 28090 basis points year-over-year, due primarily to the impactwith 180 basis points of the BlueLine and BakerCorp acquisitions andmargin decline due to depreciation expense, which decreased 5.3 percent from 2019, but increased operating costs. Depreciation of rental equipment increased 21.6 percent, which exceeded the equipment rentals increase of 15.4 percent, and the BlueLine and BakerCorp acquisitions were significant drivers of the depreciation increase. Operating costs were impacted by repair and repositioning initiatives that resulted in increased repairs and maintenance and delivery expenses, which increased 27.3 percent and 22.5 percent, respectively. Additionally, in 2019, we adopted an updated lease accounting standard (see note 8 to the condensed consolidated financial statements for further detail) that requires that we recognize doubtful accounts associated with lease revenues as a reductionpercentage of revenue, primarily due to equipment rentals revenue which decreasedCOVID-19. The 90 basis point increase in equipment rentals gross margin in 2019. On a pro forma basis includingexcluding the standalone, pre-acquisition results of BakerCorp and BlueLine, equipment rental revenue increased 4.2 percent year-over-year,depreciation impact was primarily due to a 4.4 percent increase in average OEC and a fleet productivity increase of 1.7 percent, partially offset by the impact of inflation. As explained further above (see "Financial Overview-Revenues"), fleet productivity is a comprehensive measure of the combined impact of key decisions made daily byactions we have taken to manage operating costs, such as leveraging our managers regarding rental rates, time utilizationcurrent capacity to reduce the need for third-party delivery and mix onrepair services, and the year-over-year change in owned equipment rental revenue. Gross margin from sales of rental equipment decreased 230 basis points from the same period in 2018 primarily due to changes in the mix of equipment sold and channel mix.one-time benefits discussed above (see "Financial Overview"). The gross margin fluctuations from sales of new equipment, contractor supplies sales and service and other revenues generally reflect normal variability and, to varying degrees, the impact of COVID-19, and such marginsrevenue types did not haveaccount for a significant impact onportion of total gross marginprofit (gross profit for these revenue types represented 4 percent of total gross profit for the three months ended September 30, 2019)2020).

Gross margin from service and other revenues was particularly impacted by COVID-19, which resulted in reduced training revenue without a proportionate reduction in costs.
For the nine months ended September 30, 2019,2020, total gross margin decreased 200220 basis points from the same period in 2018.2019. Equipment rentals gross margin decreased 190250 basis points year-over-year, with all of the margin decline due primarily to depreciation expense. Depreciation expense included a $31 asset impairment charge, which was not related to COVID-19, associated with the discontinuation of certain equipment programs. Excluding the impact of the BlueLineasset impairment charge, depreciation expense decreased slightly from 2019, but increased as a percentage of revenue, primarily due to COVID-19. As noted above, COVID-19 began to impact our operations in March, and, BakerCorp acquisitions and increased operating costs. Depreciation of rental equipment increased 22.6 percent, which exceeded thesince then, equipment rentals increase of 19.2 percent,have remained down year-over-year in response to shelter-in-place orders and the BlueLine and BakerCorp acquisitions were significant drivers ofother market restrictions. Excluding the depreciation increase. Operating costs were impacted by repair and repositioning initiatives that resulted in increased repairs and maintenance expense, which increased 25.7 percent. Additionally, the change in accounting for doubtful accounts discussed above decreased theimpact, equipment rentals gross margin in 2019. On a pro forma basis including the standalone, pre-acquisition results of BakerCorp and BlueLine, equipment rental revenue increased 5.3 percentwas flat year-over-year, primarily due to a 5.2 percent increase in average OEC and a fleet productivity increasereflecting the impact of 1.4 percent, partiallyCOVID-19, offset by the combined impact of inflation.

actions we have taken to manage operating costs, such as leveraging our current capacity to reduce the need for third-party delivery and repair services, and the one-time benefits discussed above (see "Financial Overview"). Gross margin from sales of rental equipment decreased 280increased 130 basis points from the same period in 20182019 primarily due to lower margin sales of fleet acquired in the BlueLine acquisition and changes in the mix of equipment sold and channel mix.2019. The gross margin fluctuations from sales of new equipment, contractor supplies sales and service and other revenues generally reflect normal variability and, to varying degrees, the impact of COVID-19, and such marginsrevenue types did not haveaccount for a significant impact onportion of total gross marginprofit (gross profit for these revenue types represented 4 percent of total gross profit for the nine months ended September 30, 2019)2020). Gross margin from service and other revenues was particularly impacted by COVID-19, which resulted in reduced training revenue without a proportionate reduction in costs.
Other costs/(income)
The table below includes the other costs/(income) in our condensed consolidated statements of income, as well as key associated metrics, for the three and nine months ended September 30, 20192020 and 2018:2019:    
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Three Months Ended September 30, Nine Months Ended September 30, Three Months Ended September 30,Nine Months Ended September 30,
2019 2018Change 2019 2018Change 20202019Change20202019Change
Selling, general and administrative ("SG&A") expense$273 $2653.0% $824 $73612.0%Selling, general and administrative ("SG&A") expense$232$273(15.0)%$721$824(12.5)%
SG&A expense as a percentage of revenue11.0% 12.5%(150) bps 12.0% 12.8%(80) bpsSG&A expense as a percentage of revenue10.6%11.0%(40) bps11.5%12.0%(50) bps
Merger related costs 11(100.0)% 1 14(92.9)%Merger related costs—%1(100.0)%
Restructuring charge2 9(77.8)% 16 156.7%Restructuring charge62200.0%1116(31.3)%
Non-rental depreciation and amortization102 7536.0% 311 21346.0%Non-rental depreciation and amortization97102(4.9)%292311(6.1)%
Interest expense, net147 11824.6% 478 33941.0%Interest expense, net27814789.1%54447813.8%
Other income, net(1) —% (6) (2)200.0%Other income, net(2)(1)100.0%(6)(6)—%
Provision for income taxes119 127(6.3)% 245 265(7.5)%Provision for income taxes67119(43.7)%159245(35.1)%
Effective tax rate23.3% 27.6%(430) bps 22.7% 25.2%(250) bpsEffective tax rate24.4%23.3%110 bps21.1%22.7%(160) bps
SG&A expense primarily includes sales force compensation, information technology costs, third party professional fees, management salaries, bad debt expense and clerical and administrative overhead. SG&A expense as a percentage of revenue for the three and nine months ended September 30, 20192020 decreased from the same periods in 20182019 primarily due to a reductionsignificant reductions in stock compensationprofessional fees and travel and entertainment expenses, which were implemented in response to COVID-19, partially offset by an increase in salaries, net of reduced bonuses, as a percentage of revenue.revenue, which also reflects the impact of COVID-19.
The merger related costs reflect transaction costs associated with the NESBakerCorp and NeffBlueLine acquisitions that were completed in 2017, and the BakerCorp and BlueLine acquisitions discussed in note 3 to our condensed consolidated financial statements.2018. We have made a number of acquisitions in the past and may continue to make acquisitions in the future. Merger related costs only include costs associated with major acquisitions that significantly impact our operations. The historic acquisitions that have included merger related costs are RSC, which had annual revenues of approximately $1.5 billion prior to the acquisition, and National Pump, which had annual revenues of over $200 prior to the acquisition.acquisition, NES, which had annual revenues of approximately $369 andprior to the acquisition, Neff, which had annual revenues of approximately $413. As discussed in note 3$413 prior to our condensed consolidated financial statements,the acquisition, BakerCorp, which had annual revenues of approximately $295 prior to the acquisition, and BlueLine, which had annual revenues of approximately $786.$786 prior to the acquisition.
The restructuring charges primarily reflect severance and branch closure charges associated with our restructuring programs. In the thirdfourth quarter of 2018,2019, we initiated a restructuring program following the closing of the BakerCorp acquisition discussed in note 3 to the condensed consolidated financial statements. The restructuring program also includes actions undertaken associated with the BlueLine acquisition, which is also discussed in note 3.consolidation of certain common functions, the relocation of our shared-service facilities and certain other cost reduction measures. For additional information, see note 54 to the condensed consolidated financial statements.
Non-rental depreciation and amortization includes i) the amortization of other intangible assets and ii) depreciation expense associated with equipment that is not offered for rent (such as computers and office equipment) and amortization expense associated with leasehold improvements. Our other intangible assets consist of customer relationships, non-compete agreements and trade names and associated trademarks. The year-over-year increases in non-rental depreciation and amortization
Interest expense, net for the three and nine months ended September 30, 2019 primarily reflect the impact of the BakerCorp2020 increased 89.1 percent and BlueLine acquisitions discussed in note 3 to the condensed consolidated financial statements.
13.8 percent year-over-year, respectively. Interest expense, net for the three months ended September 30, 2019 increased year-over-year primarily due to the impact2020 included a debt redemption loss of higher average debt.$159. Interest expense, net for the nine months ended September 30, 2020 and September 30, 2019 included a lossdebt redemption losses of $159 and $32, respectively. The debt redemption losses primarily associated withreflect the full redemptiondifference between the net carrying amount and the total purchase price of our 5 3/4 percent Senior Notes.the redeemed notes. Excluding the impact of this loss,these losses, interest expense, net for the three and nine months ended September 30, 2019 increased2020 decreased by 19.0 percent and 13.7 percent year-over-year, respectively, primarily due to the impact of higher averag

e debt. The year-over-year increasesdecreases in average debt includeand the impactaverage cost of the debt used to finance the BakerCorp and BlueLine acquisitions discussed in note 3 to the condensed consolidated financial statements.debt.
The differences between the 20192020 and 20182019 effective tax rates and the federal statutory rate of 21 percent primarily reflect the geographical mix of income between foreign and domestic operations, the impact of state and local taxes, and certain deductible and nondeductible charges.charges, and releases of valuation allowances on foreign tax credits.
In March 2020, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act”) was enacted. The year-over-year decreases inCARES Act, among other things, includes provisions relating to net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, technical corrections to tax depreciation methods for qualified improvement property and deferral of employer payroll taxes. The CARES Act did not materially impact our effective tax rates primarily reflect the release of foreign tax credit valuation allowances in 2019 and 2018 transition tax adjustments associated with accountingrate for the three and nine months ended September 30, 2020, and is not expected to impact our effective tax effectsrate in 2020, although it will impact the timing of cash payments for taxes. As of September 30, 2020, we have deferred employer payroll taxes of $36
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under the CARES Act, with approximately half of the enactmentdeferral due in each of 2021 and 2022. We may defer additional future employer payroll taxes under the Tax Cuts and Jobs Act of 2017.CARES Act.
Balance sheet. As discussed in note 8 to the condensed consolidated financial statement, in 2019, we adopted an updated lease accounting standard that resulted in the recognition of operating lease right-of-use assets and lease liabilities. We adopted this standard using a transition method that does not require application to periods prior to adoption. Accrued expenses and other liabilities increasedAccounts receivable, net decreased by $154,$206, or 22.713.5 percent, from December 31, 20182019 to September 30, 2019,2020, primarily due to reduced revenue, which reflected the accounting for operating leases under the updated accounting standard (accrued expensesimpact of both COVID-19 and other liabilities as of September 30, 2019 includes $174 of current operating lease liabilities).seasonality. Accounts payable increased by $303,$87, or 56.519.2 percent, from December 31, 20182019 to September 30, 2019,2020, primarily due to a seasonal increase in capital expenditures.
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Liquidity and Capital Resources
We manage our liquidity using internal cash management practices, which are subject to (i) the policies and cooperation of the financial institutions we utilize to maintain and provide cash management services, (ii) the terms and other requirements of the agreements to which we are a party and (iii) the statutes, regulations and practices of each of the local jurisdictions in which we operate. See "Financial Overview" above for a summary of recent capital structure actions taken to improve our financial flexibility and liquidity.
Since 2012, we have repurchased a total of $2.45$3.7 billion of Holdings' common stock under fourfive completed share repurchase programs. Additionally, in April 2018,On January 28, 2020, our Board of Directors authorized a new $1.25 billion$500 share repurchase program, which commenced in July 2018. Asthe first quarter of September 30, 2019,2020. Through March 18, 2020, when the program was paused due to the COVID-19 pandemic, we have repurchased $1.050 billion$257 of Holdings' common stock under the $1.25 billion share repurchaseprogram. We are currently unable to estimate when, or if, the program whichwill be restarted, and we intendexpect to complete in 2019.provide an update at a future date.
Our principal existing sources of cash are cash generated from operations and from the sale of rental equipment, and borrowings available under our ABL facility and accounts receivable securitization facility. As of September 30, 2019,2020, we had cash and cash equivalents of $60.$174. Cash equivalents at September 30, 20192020 consist of direct obligations of financial institutions rated A or better. We believe that our existing sources of cash will be sufficient to support our existing operations over the next 12 months. The table below presents financial information associated with our principal sources of cash as of and for the nine months ended September 30, 2019:2020:
ABL facility:
Borrowing capacity, net of letters of credit$3,091 
Outstanding debt, net of debt issuance costs (1)598 
 Interest rate at September 30, 20201.4 %
Average month-end principal amount of debt outstanding (1)730 
Weighted-average interest rate on average debt outstanding2.1 %
Maximum month-end principal amount of debt outstanding (1)1,494 
Accounts receivable securitization facility (2):
Borrowing capacity165 
Outstanding debt, net of debt issuance costs634 
 Interest rate at September 30, 20201.5 %
Average month-end principal amount of debt outstanding671 
Weighted-average interest rate on average debt outstanding1.9 %
Maximum month-end principal amount of debt outstanding811 
 ___________________
(1)The outstanding amount of debt under the ABL facility and the average outstanding amount are less than the maximum outstanding amount primarily due to the use of proceeds (i) from the issuance of 4 percent Senior Notes discussed in note 6 to the condensed consolidated financial statements and (ii) from operations to reduce borrowings under the facility. At the time of the 4 percent Senior Notes offering, we indicated our expectation that we would re-borrow an amount equal to the net proceeds from the offering, along with additional borrowings under the ABL facility, to redeem the $800 principal amount of our 5 1/2 percent Senior Notes due 2025 on or after July 15, 2020. Prior to redeeming the 5 1/2 percent Senior Notes due 2025, we considered the impact of COVID-19 on liquidity, and assessed our available sources and anticipated uses of cash, including, with respect to sources, cash generated from operations and from the sale of rental equipment. In August 2020, we redeemed the 5 1/2 percent Senior Notes due 2025.
(2)As discussed in note 6 to the condensed consolidated financial statements, in April 2020, we amended the accounts receivable securitization facility to adjust, on a temporary basis, the financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding. The adjustments to these tests were intended to make compliance with such tests more likely for the calendar months ending April 30, 2020 and May 31, 2020, and we were in compliance with such tests for these months. In June 2020, the accounts receivable securitization facility was further amended to (a) extend the maturity date, which may be further extended on a 364-day basis by mutual agreement with the purchasers under the facility, to June 25, 2021, (b) reduce the size of the facility from $975 to $800 and (c) adjust, for the calendar months ending on or after June 30, 2020, the financial tests (including the method of calculation) relating to (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding.
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ABL facility: 
Borrowing capacity, net of letters of credit$2,051
Outstanding debt, net of debt issuance costs1,630
Interest rate at September 30, 20193.4%
Average month-end principal amount of debt outstanding1,585
Weighted-average interest rate on average debt outstanding3.8%
Maximum month-end principal amount of debt outstanding1,691
Accounts receivable securitization facility: 
Borrowing capacity50
Outstanding debt, net of debt issuance costs925
Interest rate at September 30, 20192.9%
Average month-end principal amount of debt outstanding914
Weighted-average interest rate on average debt outstanding3.2%
Maximum month-end principal amount of debt outstanding967
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We expect that our principal needs for cash relating to our operations over the next 12 months will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale, (iii) payments due under operating leases, (iv) debt service, (v) share repurchases and (vi) acquisitions. We plan to fund such cash requirements from our existing sources of cash. In addition, we may seek additional financing through the securitization of some of our real estate, the use of additional operating leases or other financing sources as market conditions permit.

To access the capital markets, we rely on credit rating agencies to assign ratings to our securities as an indicator of credit quality. Lower credit ratings generally result in higher borrowing costs and reduced access to debt capital markets. Credit ratings also affect the costs of derivative transactions, including interest rate and foreign currency derivative transactions. As a result, negative changes in our credit ratings could adversely impact our costs of funding. Our credit ratings as of October 14, 201926, 2020 were as follows: 
Corporate RatingOutlook
Moody’sBa2Stable
Standard & Poor’sBBStable
A security rating is not a recommendation to buy, sell or hold securities. There is no assurance that any rating will remain in effect for a given period of time or that any rating will not be revised or withdrawn by a rating agency in the future.
Loan Covenants and Compliance. As of September 30, 2019,2020, we were in compliance with the covenants and other provisions of the ABL, accounts receivable securitization and term loan facilities and the senior notes. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.
The only financial maintenance covenant that currently exists under the ABL facility is the fixed charge coverage ratio. Subject to certain limited exceptions specified in the ABL facility, the fixed charge coverage ratio covenant under the ABL facility will only apply in the future if specified availability under the ABL facility falls below 10 percent of the maximum revolver amount under the ABL facility. When certain conditions are met, cash and cash equivalents and borrowing base collateral in excess of the ABL facility size may be included when calculating specified availability under the ABL facility. As of September 30, 2019,2020, specified availability under the ABL facility exceeded the required threshold and, as a result, this financial maintenance covenant was inapplicable. Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding.outstanding (as noted above, in April 2020 and in June 2020, we amended the accounts receivable securitization facility to adjust these financial tests). The accounts receivable securitization facility also requires us to comply with the fixed charge coverage ratio under the ABL facility, to the extent the ratio is applicable under the ABL facility.
URNA’s payment capacity is restricted under the covenants in the ABL and term loan facilities and the indentures governing its outstanding indebtedness. Although this restricted capacity limits our ability to move operating cash flows to Holdings, because of certain intercompany arrangements, we do not expect any material adverse impact on Holdings’ ability to meet its cash obligations.
Sources and Uses of Cash. During the nine months ended September 30, 2020, we (i) generated cash from operating activities of $2.288 billion and (ii) generated cash from the sale of rental and non-rental equipment of $614. We used cash during this period principally to (i) purchase rental and non-rental equipment of $930, (ii) make debt payments, net of proceeds, of $1.578 billion and (ii) purchase shares of our common stock for $281. During the nine months ended September 30, 2019, we (i) generated cash from operating activities of $2.582 billion and (ii) generated cash from the sale of rental and non-rental equipment of $613. We used cash during this period principally to (i) purchase rental and non-rental equipment of $2.131 billion, (ii) purchase other companies for $247, (iii) make debt payments, net of proceeds, of $144 and (iv) purchase shares of our common stock for $664. During the nine months ended September 30, 2018, we (i) generated cash from operating activities of $2.123 billion, (ii) generated cash from the sale of rental and non-rental equipment of $491 and (iii) received cash from debt proceeds, net of payments, of $598. We used cash during this period principally to (i) purchase rental and non-rental equipment of $2.096 billion, (ii) purchase other companies for $805 and (iii) purchase shares of our common stock for $606.
Free Cash Flow GAAP Reconciliation. We define “free cash flow” as net cash provided by operating activities less purchases of, and plus proceeds from, equipment. The equipment purchases and proceeds are included in cash flows from investing activities. Management believes that free cash flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements. However, free cash flow is not a measure of financial performance or liquidity under GAAP. Accordingly, free cash flow should not be considered an alternative to net income or cash flow from operating activities as an indicator of operating performance or liquidity. The table below provides a reconciliation between net cash provided by operating activities and free cash flow.

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 Nine Months Ended
 September 30,
 2019 2018
Net cash provided by operating activities$2,582
 $2,123
Purchases of rental equipment(1,974) (1,962)
Purchases of non-rental equipment(157) (134)
Proceeds from sales of rental equipment587
 478
Proceeds from sales of non-rental equipment26
 13
Insurance proceeds from damaged equipment18
 18
Free cash flow$1,082
 $536

Nine Months Ended
 September 30,
 20202019
Net cash provided by operating activities$2,288 $2,582 
Purchases of rental equipment(785)(1,974)
Purchases of non-rental equipment(145)(157)
Proceeds from sales of rental equipment583 587 
Proceeds from sales of non-rental equipment31 26 
Insurance proceeds from damaged equipment34 18 
Free cash flow$2,006 $1,082 
Free cash flow for the nine months ended September 30, 20192020 was $1.082$2.006 billion, an increase of $546$924 as compared to $536$1.082 billion for the nine months ended September 30, 2018.2019. Free cash flow increased primarily due to increaseddecreased net cash provided by operating activities. Net rental capital expenditures (defined as purchases of rental equipment less the proceeds from sales of rental equipment), partially offset by reduced net cash provided by operating activities. Net rental capital expenditures decreased $97,$1.185 billion, or 785 percent, year-over-year.
Certain Information Concerning Contractual Obligations. The table below provides certain information concerning the payments coming due under certain categories of our existing contractual obligations as of September 30, 2020:
20202021202220232024ThereafterTotal
Debt and finance leases (1)$17 $707 $43 $33 $1,371 $7,965 $10,136 
Interest due on debt (2)97 381 376 375 357 1,202 2,788 
Operating leases (1)53 201 168 134 100 145 801 
Service agreements (3)15 33 — — — 52 
Purchase obligations (4)212 — — — — 217 
Transition tax on unremitted foreign earnings and profits (5)— — — — — 
Total (6)$383 $1,309 $620 $542 $1,828 $9,317 $13,999 
_________________
(1)    The payments due with respect to a period represent (i) in the case of debt and finance leases, the scheduled principal payments due in such period, and (ii) in the case of operating leases, the payments due in such period for non-cancelable operating leases with initial or remaining terms of one year or more. See note 6 to the condensed consolidated financial statements for further debt information, and note 7 for further finance lease and operating lease information. As discussed in note 6, in October 2020, we redeemed all $750 principal amount of our 4 5/8 percent Senior Notes due 2025, using borrowings available under our ABL facility. The 4 5/8 percent Senior Notes due 2025 are reflected in the table above using the 2024 maturity date of the ABL facility.
(2)    Estimated interest payments have been calculated based on the principal amount of debt and the applicable interest rates as of September 30, 2020. As discussed above, in October 2020, we redeemed all $750 principal amount of our 4 5/8 percent Senior Notes due 2025, using borrowings available under our ABL facility. Interest on the 4 5/8 percent Senior Notes due 2025 is reflected in the table above using the interest rate on the ABL facility and the 2024 maturity date of the ABL facility.
(3)    These primarily represent service agreements with third parties to provide wireless and network services.
(4)    As of September 30, 2020, we had outstanding purchase orders, which were negotiated in the ordinary course of business, with our equipment and inventory suppliers. These purchase commitments can generally be cancelled by us 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 primarily expected to be completed in 2020. As of December 31, 2019, we had $1.552 billion of outstanding purchase orders, which we could generally cancel with 30 days' notice and without cancellation penalties. In 2020, due primarily to COVID-19, we canceled a significant portion of our purchase orders. We will make future purchase order determinations based on our continuing assessment of the impact of COVID-19.
(5)    The Tax Cuts and Jobs Act, which was enacted in December 2017, included a transition tax on unremitted foreign earnings and profits. We have elected to pay the transition tax amount payable of $55 over an eight-year period. The amount that we expect to pay as reflected in the table above represents the total we owe, net of an overpayment of federal taxes, which we are required to apply to the transition tax.
(6)    This information excludes $12 of unrecognized tax benefits. It is not possible to estimate the time period during which these unrecognized tax benefits may be paid to tax authorities. Additionally, we are exposed to various claims relating to our business, including those for which we retain portions of the losses through the application of deductibles and self-insured
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retentions, which we sometimes refer to as “self-insurance.” Our self-insurance reserves totaled $121 at September 30, 2020. Self-insurance liabilities are based on estimates and actuarial assumptions and can fluctuate in both amount and in timing of cash settlement because historical trends are not necessarily predictive of the future, and, accordingly, are not included in the table above.
Relationship between Holdings and URNA. Holdings is principally a holding company and primarily conducts its operations through its wholly owned subsidiary, URNA, and subsidiaries of URNA. Holdings licenses its tradename and other intangibles and provides certain services to URNA in connection with its operations. These services principally include: (i) senior management services; (ii) finance and tax-related services and support; (iii) information technology systems and support; (iv) acquisition-related services; (v) legal services; and (vi) human resource support. In addition, Holdings leases certain equipment and real property that are made available for use by URNA and its subsidiaries.

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Item 3.Quantitative and Qualitative Disclosures about Market Risk

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Item 3.Quantitative and Qualitative Disclosures about Market Risk
Our exposure to market risk primarily consists of (i) interest rate risk associated with our variable and fixed rate debt and (ii) foreign currency exchange rate risk associated with our foreign operations.
Interest Rate Risk. As of September 30, 2019,2020, we had an aggregate of $3.5$2.2 billion of indebtedness that bears interest at variable rates, comprised of borrowings under the ABL, accounts receivable securitization and term loan facilities. The amount of variable rate indebtedness outstanding under these facilities may fluctuate significantly. See note 76 to the condensed consolidated financial statements for the amounts outstanding, and the interest rates thereon, as of September 30, 20192020 under these facilities. As of September 30, 2019,2020, based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately $27$17 for each one percentage point increase in the interest rates applicable to our variable rate debt.
At September 30, 2019,2020, we had an aggregate of $8.1$7.8 billion of indebtedness that bears interest at fixed rates. A one percentage point decrease in market interest rates as of September 30, 20192020 would increase the fair value of our fixed rate indebtedness by approximately sixseven percent. For additional information concerning the fair value of our fixed rate debt, see note 65 (see “Fair Value of Financial Instruments”) to our condensed consolidated financial statements.
Currency Exchange Risk. We operate in the U.S., Canada and Europe. As discussed in note 3 to the condensed consolidated financial statements, inIn July 2018, we completed the acquisition of BakerCorp, which allowed for our entry into select European markets. During the nine months ended September 30, 2019,2020, our foreign subsidiaries accounted for $592,$526, or 98 percent, of our total revenue of $6.895$6.251 billion, and $38,$60, or 48 percent, of our total pretax income of $1.081 billion.$752. Based on the size of our foreign operations relative to the Company as a whole, we do not believe that a 10 percent change in exchange rates would have a material impact on our earnings. We do not engage in purchasing forward exchange contracts for speculative purposes.


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Item 4.Controls and Procedures

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Item 4.Controls and Procedures
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
The Company’s management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act, as of September 30, 2019.2020. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2019.2020.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 20192020 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


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PART II. OTHER INFORMATION
 
Item 1.Legal Proceedings
Item 1.Legal Proceedings
The information set forth under note 98 to our unaudited condensed consolidated financial statements of this quarterly report on Form 10-Q is incorporated by reference in answer to this item. Such information is limited to certain recent developments.


Item 1A.Risk Factors
Item 1A.Risk Factors
Our results of operations and financial condition are subject to numerous risks and uncertainties described in our 20182019 Form 10-K and first quarter 2020 Form 10-Q, which risk factors are incorporated herein by reference. You should carefully consider thesethe risk factors in our 2019 Form 10-K and first quarter 2020 Form 10-Q in conjunction with the other information contained in this report. Should any of these risks materialize, our business, financial condition and future prospects could be negatively impacted.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
(c) The following table provides information about purchases of Holdings’ common stock by Holdings during the third quarter of 2019:2020: 
PeriodTotal Number of
Shares Purchased
Average Price
Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (2)
July 1, 2020 to July 31, 20201,221 (1)$152.28 — 
August 1, 2020 to August 31, 202026,980 (1)$178.39 — 
September 1, 2020 to September 30, 2020870 (1)$178.30 — 
Total29,071 $177.29  $243,081,785 
(1)All shares purchased 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 January 28, 2020, our Board authorized a $500 million share repurchase program, which commenced in the first quarter of 2020. The program was paused on March 18, 2020 due to the COVID-19 pandemic. We are currently unable to estimate when, or if, the program will be restarted, and we expect to provide an update at a future date.


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Period
Total Number of
Shares Purchased
 
Average Price
Paid Per Share
 Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (2)
July 1, 2019 to July 31, 2019546,936
(1)$128.38
 545,267
 
August 1, 2019 to August 31, 2019620,191
(1)$113.35
 617,725
 
September 1, 2019 to September 30, 2019557,911
(1)$125.89
 556,004
 
Total1,725,038
 $122.17
 1,718,996
 $200,071,794

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Item 6.Exhibits
(1)In July 2019, August 2019 and September 2019, 1,669, 2,466 and 1,907 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 April 17, 2018, our Board authorized a $1.25 billion share repurchase program which commenced in July 2018. We intend to complete the program in 2019.



Item 6.Exhibits

2(a)
Agreement and Plan of Merger, dated as of June 30, 2018, by and among United Rentals, Inc., UR Merger Sub IV Corporation and BakerCorp International Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on July 2, 2018)
2(b)
Agreement and Plan of Merger, dated as of September 10, 2018, by and among United Rentals, Inc., UR Merger Sub V Corporation, Vander Holding Corporation and Platinum Equity Advisors, LLC, solely in its capacity as the initial Holder Representative thereunder (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on September 10, 2018)
3(a)
3(b)
Amended and Restated By-Laws of United Rentals, Inc., amended as of May 4, 2017 (incorporated by reference to Exhibit 3.4 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on May 4, 20178, 2020))
3(b)
3(c)
Restated Certificate of Incorporation of United Rentals (North America), Inc., dated April 30, 2012 (incorporated by reference to Exhibit 3(c) of the United Rentals, Inc. and United Rentals (North America), Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)
3(d)
By-laws of United Rentals (North America), Inc. dated May 8, 2013 (incorporated by reference to Exhibit 3(d) of the United Rentals, Inc. and United Rentals (North America), Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)
31(a)*4
10
31(a)*
31(b)*
32(a)**
32(b)**
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith.
**Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K under the Exchange Act.
Management contract, compensatory plan or arrangement.


*    Filed herewith.

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

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
UNITED RENTALS, INC.
Dated:October 16, 201928, 2020By:
/S/ ANDREW B. LIMOGES
Andrew B. Limoges
Vice President, Controller and Principal Accounting Officer
UNITED RENTALS (NORTH AMERICA), INC.
Dated:October 16, 201928, 2020By:
/S/ ANDREW B. LIMOGES
Andrew B. Limoges
Vice President, Controller and Principal Accounting Officer


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