UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December 1~~January 25, ~~2014~~2017

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UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of registrant as specified in its charter)

Delaware	001-14387	06-1522496
Delaware	001-13663	86-0933835
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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Delaware	001-14387	06-1522496
Delaware	001-13663	86-0933835
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)




100 First Stamford Place, Suite 700
Stamford, Connecticut		06902
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) ~~622~~618-~~3131~~ 7255




(Former name or former address if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

¨Item 2.02. Results ~~Soliciting~~of ~~material~~Operations ~~pursuant~~and toFinancial ~~Rule 14a-12 under the Exchange Act (17 CFR 240~~Condition.~~14a-12)~~

¨On ~~Pre-commencement~~January ~~communications~~25, ~~pursuant~~2017, toUnited ~~Rule~~Rentals, ~~14d-2~~Inc. (bthe “Company”) ~~under~~issued a press release reporting its results of operations for the ~~Exchange~~quarter ~~Act~~and ~~(17~~year ~~CFR~~ended ~~240~~December 31, 2016.~~14d-2(b))~~ A copy of the press release is being furnished with this report as Exhibit 99.1.

¨Item 7.01. Regulation FD ~~Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240~~Disclosure.~~13e-4(c))~~

~~Item~~Certain 5information concerning our business, financial results and 2017 outlook that the Company expects to use at certain investor meetings and presentations can be accessed currently on the Company’s website, www.02unitedrentals.com. ~~Departure~~Such ofinformation ~~Directors~~will orbe ~~Certain~~maintained ~~Officers;~~on ~~Election~~the ofCompany’s ~~Directors;~~website ~~Appointment~~for at least the period of ~~Certain~~its ~~Officers;~~use ~~Compensatory~~at ~~Arrangements~~such ofmeetings ~~Certain~~and ~~Officers~~presentations or until superseded by more current information.

~~5.02~~The presentation includes certain financial measures - free cash flow, earnings before interest, taxes, depreciation and amortization (b“EBITDA”), adjusted EBITDA and adjusted earnings per share (“adjusted EPS”) - that are “non-GAAP financial measures” as defined under the rules of the Securities and Exchange Commission. ~~Departure~~Free cash flow represents net cash provided by operating activities, less purchases of ~~Certain~~rental ~~Officers~~and non-rental equipment plus proceeds from sales of rental and non-rental equipment, and excess tax benefits from share-based payment arrangements. 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 acquired RSC fleet. Adjusted EPS represents EPS plus the sum of the merger related costs, restructuring charge, the impact on interest expense related to the fair value adjustment of acquired RSC indebtedness, the impact on depreciation related to acquired RSC fleet and property and equipment, the impact of the fair value mark-up of acquired RSC fleet, merger related intangible asset amortization, asset impairment charge and the loss on repurchase/redemption of debt securities and amendment of ABL facility.

OnThe ~~December 1,~~presentation ~~2014,~~includes ~~John~~reconciliations ~~Fahey,~~of ~~the~~these non-GAAP financial measures to their nearest generally accepted accounting principles financial measures. The Company’s ~~current~~believes ~~Vice~~that: ~~President~~(i) free –cash ~~Controller~~flow provides useful additional information concerning cash flow available to meet future debt service obligations and ~~Principal~~working ~~Accounting~~capital ~~Officer,~~requirements; ~~will~~(ii) EBITDA ~~assume~~and ~~responsibility for~~adjusted ~~the~~EBITDA ~~Company’s~~provide ~~Financial~~useful ~~Planning~~information about operating performance and period-over-period growth; and (iii) &adjusted ~~Analysis~~EPS ~~department~~provides useful information concerning future profitability. However, none of these measures should be considered as ~~Vice~~alternatives ~~President~~to net income, ~~Financial~~cash ~~Planning &~~flows ~~Analysis,~~from ~~effective~~operating ~~immediately.~~activities or earnings per share under GAAP as indicators of operating performance or liquidity.

5Item 8.~~02(c) and (e)~~01. Other ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

On ~~December 1~~January 25, ~~2014~~2017, ~~Jessica~~United ~~Graziano~~Rentals (North America), ~~age~~Inc. 41(“URNA”), ~~will~~a ~~replace~~Delaware ~~Mr. Fahey~~corporation inand ~~the~~a ~~position~~wholly-owned Subsidiary of ~~Vice~~the ~~President~~Company, –entered ~~Controller~~into an Agreement and ~~Principal~~Plan ~~Accounting Officer~~of Merger with NES Rental Holdings II, Inc. (“NES”), a Delaware corporation, and UR Merger Sub II Corporation, a Delaware corporation and wholly-owned subsidiary of the Company, providing for the merger of Merger Sub with and into NES (the “Merger”), with NES surviving the Merger as a wholly-owned subsidiary of the Company.

~~Ms. Graziano~~On ~~previously~~January ~~served~~25, as2017, the ~~Senior~~Company ~~Vice~~issued ~~President~~a –press ~~Chief~~release ~~Accounting~~announcing ~~Officer~~the ~~and~~entry ~~Corporate~~into ~~Controller~~the ofMerger ~~Revlon,~~Agreement ~~Inc. (“Revlon”)~~and ~~since~~providing ~~April~~information ~~2013.~~regarding ~~Prior~~the ~~to that, Ms~~Merger. ~~Graziano~~ ~~served~~The aspress ~~Revlon’s~~release ~~Senior~~is ~~Vice~~attached ~~President – Global Operations Finance from December 2010 through March 2013 and~~ as ~~Revlon’s~~Exhibit ~~Vice~~99.2 ~~President~~hereto and ~~Controller~~is ~~– U.S.~~incorporated ~~Customer~~herein ~~Finance~~by ~~from July 2009 to December 2010~~reference.

~~The Company entered into an employment agreement, effective December~~Item ~~1, 2014, with Ms~~9. ~~Graziano which, among other things, provides that Ms~~01. ~~Graziano’s~~ Financial ~~annual~~Statements ~~base salary will be $330,000,~~ and ~~her annual bonus target will be 80% of base salary, payout of which will be based on achieving established goals~~Exhibits. Under the employment agreement, the Company guaranteed that Ms. Graziano will receive a minimum bonus payout in March 2015 of $250,000, conditioned upon Ms. Graziano’s continued employment for 24 months. In addition, Ms. Graziano will be entitled to participate in the benefit plans and programs generally provided by the Company to its executives.

~~In connection with appointment, the compensation committee of the Company’s board of directors also approved an award of restricted stock units to Ms~~99. ~~Graziano~~1 Press inRelease ~~the amount~~ of ~~$200,000,~~United ~~one-third of which will vest on each of the first~~Rentals, ~~second and third anniversaries of the grant date~~Inc., announcing earnings

~~In the event that Ms~~99. ~~Graziano~~2 Press isRelease ~~terminated~~of ~~without~~United ~~“cause” or resigns for “good reason~~Rentals,” ~~(as defined in the employment agreement) Ms~~Inc. ~~Graziano will be entitled to (i) accrued base salary through the date of termination~~, ~~(ii) COBRA~~announcing ~~continuation~~entry ~~coverage~~into ~~paid~~merger by the Company through the earlier of (a) 12 months following the date of termination and (b) the date Ms. Graziano is eligible for coverage under a third party’s group health plan, and (iii) 100% of her annual base salary as of the date of termination (to be paid in equal installments during the 12-month period following the termination date). agreement

Upon termination of employment, Ms. Graziano will be subject to confidentiality restrictions. In addition, Ms. Graziano will be subject to 12-month non-competition and non-solicitation provisions following the termination of her employment with the Company. SIGNATURES

~~The~~Pursuant ~~foregoing~~to ~~summary~~the requirements of the ~~employment~~Securities ~~agreement~~Exchange ~~does~~Act ~~not~~of ~~purport~~1934, toeach beregistrant ~~complete~~has ~~and~~duly iscaused ~~qualified~~this inreport ~~its entirety by reference~~ to ~~the employment agreement, a copy of which will~~ be ~~filed~~signed ~~as an exhibit to the Company’s Annual Report~~ on ~~Form~~its ~~10-K~~behalf ~~for~~by the ~~year~~undersigned ~~ended~~hereunto ~~December 31,~~duly ~~2014~~authorized.

~~Ms. Graziano does~~Date: January ~~not~~25, ~~have any family relationships with any of the Company’s directors or executive officers and is not party to any transactions listed in Item 404(a) of Regulation S-K.~~ 2017

~~Item~~UNITED 9RENTALS, INC.01 By: /S/ Craig A. ~~Financial~~Pintoff ~~Statements~~Name: Craig A. Pintoff Title: Senior Vice President and ~~Exhibits~~General Counsel UNITED RENTALS (NORTH AMERICA), INC. By: /S/ Craig A. Pintoff Name: Craig A. Pintoff Title: Senior Vice President and General Counsel

~~(d)~~EXHIBIT ~~Exhibits~~INDEX

99.1 Press Release of United Rentals, Inc., dated December 1, 2014




Exhibit No.		Description

99.1		Press Release of United Rentals, Inc., announcing earnings

99.2		Press Release of United Rentals, Inc., announcing entry into merger agreement

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 hereunto duly authorized.

Date: December 1, 2014

UNITED RENTALS, INC. By: /s/ Jonathan M. Gottsegen Name: Jonathan M. Gottsegen Title: Senior Vice President, General Counsel and Corporate Secretary UNITED RENTALS (NORTH AMERICA), INC. By: /s/ Jonathan M. Gottsegen Name: Jonathan M. Gottsegen Title: Senior Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

ExhibitNo.		Description
99.1		Press Release of United Rentals, Inc. dated December 1, 2014

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