URIUnited Rentals

You disclose what appears to be a non-GAAP financial measure, used equipment adjusted gross margin. Please revise to reconcile this measure to the most directly comparable GAAP measure, either in a table or by quantifying the adjustment in the related footnote. Refer to Item 10(e)(1)(i)(B) of Regulation S-K.

The Company acknowledges the Staff’s comment and will revise its future filings to identify used equipment adjusted gross margin as a non-GAAP financial measure (with a statement disclosing the reasons why the Company’s management believes that the presentation of this non-GAAP financial measure provides useful information to investors regarding the Company’s results of operations), and to quantify the fair value mark-up of acquired fleet adjustment, which represents the only difference between the GAAP used equipment gross margin and the used equipment adjusted gross margin, in the related

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footnote.

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In connection with our response to the Staff’s comment, we acknowledge that the Company and its management are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

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On page 26 you disclose margins for "EBITDA" and "adjusted EBITDA." Please present with equal or greater prominence the comparable margins computed on a GAAP basis wherever these non-GAAP margins are presented. Refer to Item 10(e)(1)(i)(A) of

The Company acknowledges the Staff’s comment and will provide the requested disclosures in future filings. Specifically, the Company will present net income margin with equal or greater prominence to adjusted EBITDA margin in our reconciliation from net income to adjusted EBITDA. Further, we will disclose, with equal or greater prominence, a discussion and analysis of net income margin along with such discussion and analysis of adjusted EBITDA margin.

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Separately, we will no longer provide EBITDA margin in our future filings, as we believe adjusted EBITDA margin is the non-GAAP measure that is more relevant to investors. EBITDA, as a subtotal, will continue to be presented in our reconciliation from net income to adjusted EBITDA.

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In addition, in connection with our response to your comment, the Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in its filings; Staff comments, or changes to our disclosure in response to Staff comments, do not foreclose the Commission from taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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