United Rentals (URI) 10-K risk factor changes: FY2019 vs FY2018

At December 31, [removed: 2018,] [added: 2019,] our total indebtedness was [removed: $11.7] [added: $11.4] billion.

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

At December 31, [removed: 2018,] [added: 2019,] we had $3.5 billion of indebtedness that bears interest at variable rates.

Our variable rate indebtedness currently represents [removed: 30] [added: 31] percent of our total indebtedness.

[removed: A] refinancing of our indebtedness could also require us to comply with more onerous covenants and further restrict our business operations.

Despite our indebtedness level, we may be able to incur substantially more indebtedness in the [removed: future.][added: future and such indebtedness may be secured indebtedness.]

[removed: We are not fully restricted under the terms of the] [added: The] indentures or [removed: other] agreements governing our current indebtedness [removed: from incurring additional debt, securing existing or future debt, recapitalizing] [added: permit us to recapitalize] our debt or [removed: taking] [added: take] a number of other actions, any of which could diminish our ability to make payments on our indebtedness when due and further exacerbate the risks associated with our current level of indebtedness.

If new debt is added to our or any of our existing and future subsidiaries' current debt, the related risks that we now face could [removed: intensify.][added: intensify and we may not be able to meet all of our debt obligations.]

If we are unable to satisfy the financial [removed: and] [added: covenants or comply with] other covenants in certain of our debt agreements, our lenders could elect to terminate the agreements and require us to repay the outstanding borrowings, or we could face other substantial costs.

The only financial [removed: maintenance] covenant that currently exists under [removed: our] [added: the] ABL facility is the fixed charge coverage ratio.

As of December 31, [removed: 2018,] [added: 2019,] specified availability under the ABL facility exceeded the required threshold and, as a result, this financial [removed: maintenance] covenant was inapplicable.

If we are unable to satisfy [removed: these] [added: the financial covenant under the ABL facility] or [added: the financial tests under the accounts receivable securitization facility or comply with] any of the other relevant covenants under the applicable agreement, the lenders could elect to terminate the ABL facility, the term loan facility and/or the accounts receivable securitization facility and require us to repay outstanding borrowings.

In such event, unless we are able to refinance the indebtedness coming due and replace the ABL [removed: facility, term loan facility, accounts receivable securitization] facility and/or the [removed: other agreements governing our debt,] [added: accounts receivable securitization facility,] we would likely not have sufficient liquidity for our business needs and would be forced to adopt an alternative strategy as described above.

Such covenants include, among other things, limitations on: (i) liens; (ii) [removed: sale-leaseback transactions; (iii)] indebtedness; [removed: (iv)] [added: (iii)] mergers, consolidations and acquisitions; [removed: (v)] [added: (iv)] sales, transfers and other dispositions of assets; [removed: (vi)] [added: (v)] loans and other investments; [removed: (vii)] [added: (vi)] dividends and other distributions, stock repurchases and redemptions and other restricted payments; [removed: (viii)] [added: (vii)] dividends, other payments and other matters affecting subsidiaries; [removed: (ix)] [added: (viii)] transactions with affiliates; and [removed: (x)] [added: (ix)] issuances of preferred stock of certain subsidiaries.

Such a default could allow our debt holders to accelerate repayment of the related debt, as well as any other debt to which a [removed: cross-acceleration or cross-default provision applies, and/or to declare all borrowings outstanding under these agreements to be due and payable.][added: cross-]

[added: In] addition, if certain of our lenders experience difficulties that render them unable to fund future draws on the facilities, we may not be able to access all or a portion of these funds, which could have similar adverse consequences.

In addition, if we are unable to successfully integrate our acquisitions with our existing business, we may not obtain the advantages that the acquisitions were intended to create, which may materially and adversely affect our business, [removed: results of operations, financial condition, cash flows, our ability to introduce new services and products and the market price of our stock.]

[added: These factors, in addition to general economic] conditions and the factors discussed above under “Cautionary Statement Regarding Forward-Looking Statements”, include, but are not limited to:

In [removed: April 2018,] [added: January 2020,] our Board of Directors authorized a [added: new] share repurchase program.

Under the program, we are authorized to repurchase shares of common stock for an aggregate purchase price not to exceed [removed: $1.25 billion,] [added: $500 million,] excluding fees, commissions and other ancillary expenses.

At December 31, [removed: 2018,] [added: 2019,] we had [removed: $5.1] [added: $5.2] billion of goodwill on our consolidated balance sheet.

Even the perception of longer-term lower oil and natural gas prices by oil and natural gas companies and related service providers can similarly [added: reduce or defer major expenditures by these companies and service providers given the long-term nature of many large-scale development projects.]

| • | governmental regulations, including the policies of governments regarding [added: climate change and] the exploration for, and production and development of, oil and natural gas reserves; |

[added: In] addition, under each of the ABL facility and the term loan facility, a change of control (as defined in the applicable credit agreement) constitutes an event of default, entitling our lenders to terminate the ABL facility or the term loan facility, as applicable, and require us to repay outstanding borrowings.

The extent to which these strategies will achieve our desired efficiencies and goals in [removed: 2019] [added: 2020] and beyond is uncertain, as their success depends on a number of factors, some of which are beyond our control.

[removed: In addition, the requirements] of the GDPR may necessitate changes to our existing business practices in order to comply with the GDPR or to address the concerns of our customers or business partners relating to the GDPR.

We cannot be certain as to the potential financial impact on our business if new adverse environmental conditions are [removed: discovered or environmental and safety requirements become more stringent.][added: discovered.]

[added: If we are required to incur environmental] compliance or remediation costs that are not currently anticipated, our liquidity and operating results could be materially and adversely affected, depending on the magnitude of such costs.

Our [removed: 1,038] [added: 1,024] branch locations in the United States are located in 49 states, and Puerto Rico, which exposes us to a host of different state and local regulations, in addition to federal law and regulatory and contractual requirements we face as a government contractor.

We currently have approximately 1,350 employees who are represented by unions and covered by collective bargaining agreements and approximately [removed: 17,150] [added: 17,750] employees who are not represented by unions.

[removed: Although we have used, and may continue] to [removed: use, futures contracts to] hedge against fluctuations in fuel prices, a significant or protracted price fluctuation or disruption of fuel supplies could have a material adverse effect on our financial condition and results of operations.

Sales of our used rental equipment at prices that fall significantly below our [added: projections and/or in lesser quantities than we anticipate will have a negative impact on our results of operations and cash flows.]

This officially confirmed the UK’s intention to withdraw its membership from the EU and the start [removed: for] [added: of] a two year negotiation process where the UK and the EU need to agree the terms of the withdrawal and potentially give consideration to the future of the relationship between the parties.

[removed: Current uncertainty] [added: Uncertainty] over whether the UK will ultimately [removed: leave] [added: withdraw from] the EU, [added: the timing for such withdrawal,] as well as the final outcome of the negotiations between the UK and the EU, could have an adverse effect on our business and financial results.

The long-term effects of Brexit will depend on the terms negotiated between the UK and the EU, which may take years to complete [added: and] may include, among other things, greater restrictions on imports and exports between the UK and EU countries, a fluctuation in currency exchange rates and additional regulatory complexity.

Our operations in the EU represented an immaterial part of our business as of December 31, [removed: 2018.][added: 2019.]

We rely on our ABL facility and accounts receivable securitization facility to provide liquidity for our business, including to fund capital expenditures, acquisitions, operating expenses and other liquidity needs.

Future debt arrangements we enter into may contain similar provisions.

acceleration or cross-default provision applies, and/or to declare all borrowings outstanding under these agreements to be due and payable.

results of operations, financial condition, cash flows, our ability to introduce new services and products and the market price of our stock.

As of December 31, 2019, we have completed all repurchases under the prior $1.25 billion program.

In addition, the requirements

In addition, as environmental and safety regulations have tended to become stricter, we could incur additional costs in complying with requirements that are promulgated in the future.

These include climate change regulation, which could materially affect our operating results through increased compliance costs.

Although we have used, and may continue to use, futures contracts

On November 14, 2018, the EU and the UK government agreed to the terms of a withdrawal agreement that required ratification by the UK and the European Parliament ahead of the UK’s withdrawal on March 29, 2019.

The deadline for UK’s withdrawal has been subsequently extended to January 31, 2020; however it remains unclear whether the withdrawal agreement, or any alternative agreement, will be finalized and ratified ahead of this revised deadline.

In

These factors, in addition to general economic

We have completed $420 million of repurchases under the program as of December 31, 2018.

reduce or defer major expenditures by these companies and service providers given the long-term nature of many large-scale development projects.

If we are required to incur environmental

projections and/or in lesser quantities than we anticipate will have a negative impact on our results of operations and cash flows.

As of December 31, [removed: 2018,] [added: 2019,] we had an aggregate of $3.5 billion of indebtedness that bears interest at variable rates, comprised of borrowings under the ABL, accounts receivable securitization and term loan facilities.

See note 12 to our consolidated financial statements for the amounts outstanding, and the interest rates thereon, as of December 31, [removed: 2018] [added: 2019] under these facilities.

As of December 31, [removed: 2018,] [added: 2019,] based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately [removed: $26] [added: $27] for each one percentage point increase in the interest rates applicable to our variable rate debt.

At December 31, [removed: 2018,] [added: 2019,] we had an aggregate of [removed: $8.2] [added: $7.9] billion of indebtedness that bears interest at fixed rates.

A one percentage point decrease in market interest rates as of December 31, [removed: 2018] [added: 2019] would increase the fair value of our fixed rate indebtedness by approximately six percent.

During the year ended December 31, [removed: 2018,] [added: 2019,] our foreign subsidiaries accounted for [removed: $660,] [added: $817,] or [removed: 8] [added: 9] percent, of our total revenue of [removed: $8.047] [added: $9.351] billion, and [removed: $71,] [added: $62,] or [removed: 5] [added: 4] percent, of our total pretax income of [removed: $1.476] [added: $1.514] billion.

Our presence in Europe is limited, and most of our foreign revenue and income is from Canada.

United Rentals is the largest equipment rental company in the world, [removed: and] operates throughout the United States and Canada, and has a limited presence in Europe.

The table below presents key information about our business as of and for the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017.][added: 2018.]

As discussed in note 4 to the consolidated financial statements, we completed the acquisitions of [removed: NES Rentals Holdings II, Inc. (“NES”), Neff Corporation ("Neff"),] BakerCorp International Holdings, Inc. (“BakerCorp”) and Vander Holding Corporation and its subsidiaries ("BlueLine") in [removed: April 2017, October 2017,] July 2018 and October 2018, respectively.

The results of [removed: NES, Neff,] BakerCorp and BlueLine subsequent to their acquisition [added: dates are reflected in the table below.]

| Total revenues (in millions) | [removed: $8,047] [added: $9,351] | | [removed: $6,641] [added: $8,047] |

| Equipment rental revenue percent of total revenues | [removed: 86%] [added: 85%] | | 86% |

| Key account percent of equipment rental revenue | [removed: 71%] [added: 72%] | | [removed: 69%] [added: 71%] |

| National account percent of equipment rental revenue | [removed: 44%] [added: 43%] | | [removed: 43%] [added: 44%] |

| Fleet original equipment cost (“OEC”) (in billions) | [removed: $14.18] [added: $14.63] | | [removed: $11.51] [added: $14.18] |

| Equipment classes | [removed: 3,800] [added: 4,000] | | [removed: 3,400] [added: 3,800] |

| Equipment units | [removed: 660,000] [added: 665,000] | | [removed: 520,000] [added: 660,000] |

| Fleet age in months | [removed: 47.9] [added: 49.5] | | [removed: 47.0] [added: 47.9] |

| Percent of fleet that is current on manufacturer's recommended maintenance | [removed: 82%] [added: 81%] | | [removed: 86%] [added: 82%] |

| General construction and industrial equipment | [removed: 44%] [added: 43%] | | [removed: 43%] [added: 44%] |

| Aerial work platforms | 28% | | [removed: 32%] [added: 28%] |

| General tools and light equipment | 8% | | [removed: 7%] [added: 8%] |

| Power and HVAC (heating, ventilating and air conditioning) equipment | 8% | | [removed: 7%] [added: 8%] |

| Fluid solutions equipment | [removed: 6%] [added: 7%] | | [removed: 5%] [added: 6%] |

| Rental locations | [removed: 1,197] [added: 1,175] | | [removed: 997] [added: 1,197] |

| Approximate number of branches per district | [removed: 5-10] [added: 4-11] | | 5-10 |

| Approximate number of districts per region | [removed: 6-10] [added: 4-9] | | 6-10 |

| Total employees | [removed: 18,500] [added: 19,100] | | [removed: 14,800] [added: 18,500] |

| Estimated North American market share [removed: (1)] [added: (5)] | [removed: 13.3%] [added: 13%] | | [removed: 11.4%] [added: 13%] |

| Estimated North American equipment rental industry revenue growth | [removed: 7.4%] [added: 5%] | | [removed: 4.2%] [added: 7%] |

| United Rentals equipment [added: pro forma] rental revenue increase [added: (4)] | [removed: 21.4%] [added: 4.1%] | | [removed: 15.7%] [added: 10.5%] |

| [removed: 2019] [added: 2020] projected North American industry equipment rental revenue growth | [removed: 5.9%] [added: 3%] | | \- |

| Top 10 customers percent of total revenues | [removed: 5%] [added: 4%] | | 5% |

| Largest supplier percent of capital expenditures | [removed: 15%] [added: 12%] | | [removed: 18%] [added: 15%] |

| Top 10 supplier percent of capital expenditures | [removed: 53%] [added: 52%] | | [removed: 57%] [added: 53%] |

[removed: (1)] [added: | (5) |] As discussed above, we completed the acquisitions of BakerCorp and BlueLine in July 2018 and October 2018, respectively. [added: Estimated market share as of December 31, 2018 includes the standalone, pre-acquisition revenues of BakerCorp and BlueLine. |]

In [removed: 2019,] [added: 2020,] we expect to continue our disciplined focus on increasing our profitability and return on invested capital.

| *•* | *The continued expansion of our trench, power and fluid solutions footprint, as well as our tools [removed: offering,] and [added: onsite services offerings, and] the cross-selling of these services throughout our network,* as exhibited by our [removed: recently completed] [added: recent] acquisition of [removed: BakerCorp.] [added: BakerCorp discussed above.] We plan to open at least 25 specialty rental branches/tool [removed: hubs] [added: hubs/onsite services locations] in [removed: 2019] [added: 2020] and continue to invest in specialty rental fleet to further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings; and |

As discussed in note 4 to the consolidated financial statements, in July 2018, we completed the acquisition of BakerCorp, which allowed for our entry into select European markets (the acquisition added 11 European locations in France, [removed: Germany, the United Kingdom and the Netherlands to our branch network).]

In [removed: 2018,] [added: 2019,] based on an analysis of our charge account customers’ Standard Industrial Classification (“SIC”) codes:

We estimate that, based on industry estimates from the American Rental Association [removed: ("ARA") , 2018] [added: ("ARA"), 2019] North American equipment rental industry revenue grew approximately [removed: 7] [added: 5] percent year-over-year, with higher [removed: growth, on a constant currency basis,] [added: growth] in the U.S. than Canada.

In [removed: 2018,] [added: 2019,] our full year rental revenue increased by [removed: 21.4] [added: 14.8] percent year-over-year, including the impact of the [removed: NES, Neff,] BakerCorp and BlueLine acquisitions.

On a pro forma basis including the standalone, pre-acquisition results of [removed: NES, Neff,] BakerCorp and BlueLine, equipment rental revenue increased [removed: 10.5] [added: 4.1] percent year-over-year.

In [removed: 2019,] [added: 2020,] based on our analyses of industry forecasts and macroeconomic indicators, we expect that the majority of our end markets will continue to experience solid demand for equipment rental services.

Specifically, we expect that North American industry equipment rental revenue will increase approximately [removed: 6] [added: 3] percent, with [removed: slightly higher growth, on a constant currency basis,] [added: similar growth expected] in the U.S. [removed: than] [added: and] Canada.

We have [removed: 1,197] [added: 1,175] rental locations in the U.S., Canada and Europe.

| | 2019 | | 2018 |

| Equipment rental revenue variance components: | | | |

| Year-over-year change in average OEC | 17.7% | | 20.3% |

| Assumed year-over-year inflation impact (1) | (1.5)% | | (1.5)% |

| Fleet productivity (2) | (2.2)% | | 1.9% |

| Contribution from ancillary and re-rent revenue (3) | 0.8% | | 0.7% |

| Total equipment rental revenue variance | 14.8% | | 21.4% |

| *Pro forma equipment rentals variance components (4): | | | |

| Year-over-year change in average OEC | 4.9% | | 6.6% |

| Assumed year-over-year inflation impact (1) | (1.5)% | | (1.5)% |

| Fleet productivity (2) | 0.6% | | 5.0% |

| Contribution from ancillary and re-rent revenue (3) | 0.1% | | 0.4% |

| Total equipment rental revenue variance | 4.1% | | 10.5% |

| (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 3 to the 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 3 for further detail), excluding owned equipment rental revenue. |

| (4) | As discussed in note 4 to the consolidated financial statements, we completed the acquisitions of BakerCorp and BlueLine in July 2018 and October 2018, respectively. Additionally, we completed the acquisition of NES Rentals Holdings II, Inc. (“NES”) and Neff Corporation ("Neff") in April 2017 and October 2017, respectively. The pro forma information includes the standalone, pre-acquisition results of NES, Neff, BakerCorp and BlueLine. |

Germany, the United Kingdom and the Netherlands to our branch network).

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dates are reflected in the table below.

| | 2018 | | 2017 |

| Year-over-year increase (decrease) in rental rates | 2.2% | | (0.2)% |

| Year-over-year increase in the volume of equipment on rent | 18.8% | | 18.2% |

| Time utilization | 68.6% | | 69.5% |

Estimated market share as of December 31, 2018 includes the standalone, pre-acquisition revenues of BakerCorp and BlueLine.

As discussed above, we completed the acquisitions of NES and Neff in April 2017 and October 2017, respectively.

Estimated market share as of December 31, 2017 includes the standalone, pre-acquisition revenues of NES and Neff.

Estimated market share as of December 31, 2017 does not include BakerCorp and BlueLine because we had not acquired them as of December 31, 2017.

If the standalone, pre-acquisition revenues of BakerCorp and BlueLine were included for the year ended December 31, 2017, estimated market share as of December 31, 2017 would have been 12.9 percent.

companies involved in infrastructure projects, municipalities and industrial companies.

As discussed above, we completed the acquisitions of BakerCorp and BlueLine in July 2018 and October 2018, respectively.

A description of legal proceedings can be found in note [removed: 14] [added: 15] to our consolidated financial statements, included in this report at Item 8—Financial Statements and Supplementary Data, and is incorporated by reference into this Item 3.

[added: | ☒ |] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) [removed: OF][added: OF THE SECURITIES EXCHANGE ACT OF 1934 |]

[removed: THE] [added: | ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE] SECURITIES EXCHANGE ACT OF 1934 [added: |]

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2018][added: 2019]

Commission File [removed: Number 1-13663][added: Number 1-13663]

| Delaware [removed: Delaware] | 06-1522496 [removed: 86-0933835] |

| 100 First Stamford Place, Suite [removed: 700, Stamford, Connecticut] [added: 700] | [removed: 06902] |

Registrants’ Telephone Number, Including Area Code: [removed: (203) 622-3131][added: (203) 622-3131]

| Title of Each Class | [added: Trading Symbol(s) |] Name of Each Exchange on Which Registered |

| Common Stock, $.01 par value, of United Rentals, Inc. | [added: URI |] New York Stock Exchange |

Yes [removed: þ] [added: ☑] No [removed: o][added: ☐]

Yes [removed: o] [added: ☐] No [removed: þ][added: ☑]

| Large Accelerated Filer | | [removed: þ] [added: ☑] | Accelerated Filer | | [removed: o] [added: ☐] |

| Non-Accelerated Filer | | [removed: o] [added: ☐] | Smaller Reporting Company | | [removed: o] [added: ☐] |

| Emerging Growth Company | | [removed: o] [added: ☐] | | | |

As of June 30, [removed: 2018] [added: 2019] there were [removed: 82,895,244] [added: 77,431,831] shares of United Rentals, Inc. common stock outstanding.

The aggregate market value of common stock held by non-affiliates (defined as other than directors, executive officers and 10 percent beneficial owners) at June 30, [removed: 2018] [added: 2019] was approximately [removed: $10.80] [added: $9.10] billion, calculated by using the closing price of the common stock on such date on the New York Stock Exchange of [removed: $147.62.][added: $132.63.]

As of January [removed: 21, 2019,] [added: 27, 2020,] there were [removed: 79,591,082] [added: 74,375,477] shares of United Rentals, Inc. common stock outstanding.

Documents incorporated by reference: Portions of United Rentals, Inc.’s Proxy Statement related to the [removed: 2019] [added: 2020] Annual Meeting of Stockholders, which is expected to be filed with the Securities and Exchange Commission on or before March [removed: 26, 2019,] [added: 24, 2020,] are incorporated by reference into Part III of this annual report.

| Item 1 | [removed: [Business](#s5FAE810691F459DBB6AF4650FA386F5C)] [added: [Business](#s4EBD3D0629395B26805E803FED72D23E)] | [removed: [1](#s5FAE810691F459DBB6AF4650FA386F5C)] [added: [1](#s4EBD3D0629395B26805E803FED72D23E)] |

| Item 1A | [Risk [removed: Factors](#sEBF00826268A5AB882A525A1D6AD4652)] [added: Factors](#sEE3183B55144595C97CA1E6A57450BC0)] | [removed: [8](#sEBF00826268A5AB882A525A1D6AD4652)] [added: [8](#sEE3183B55144595C97CA1E6A57450BC0)] |

| Item 1B | [Unresolved Staff [removed: Comments](#s995B625BF7835BA1A50C5691544955B8)] [added: Comments](#s0104F5BF50F857CDAFC992B6254F9DCA)] | [removed: [19](#s995B625BF7835BA1A50C5691544955B8)] [added: [19](#s0104F5BF50F857CDAFC992B6254F9DCA)] |

| Item 2 | [removed: [Properties](#s8844180DAAB85A66BAECD9DBC0DA0A38)] [added: [Properties](#sF5753CF6ADAE5400AC9DA641EBB58437)] | [removed: [19](#s8844180DAAB85A66BAECD9DBC0DA0A38)] [added: [19](#sF5753CF6ADAE5400AC9DA641EBB58437)] |

| Item 3 | [Legal [removed: Proceedings](#s7B0879CE72045B328F5170EC90B1EC7D)] [added: Proceedings](#sC380281B4EF85EBF9A9B1B61ED9E8A0C)] | [removed: [20](#s7B0879CE72045B328F5170EC90B1EC7D)] [added: [20](#sC380281B4EF85EBF9A9B1B61ED9E8A0C)] |

| Item 4 | [(Removed and [removed: Reserved)](#s137AC0EB1C0F51528C7004686ACA2C6F)] [added: Reserved)](#s41266F15422A5F45AD6BB9ED66C3FBD7)] | [removed: [20](#s137AC0EB1C0F51528C7004686ACA2C6F)] [added: [20](#s41266F15422A5F45AD6BB9ED66C3FBD7)] |

| Item 5 | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s20B1A35ED9DB5D06999F70E4C6B6A284)] [added: Securities](#s005458CA52535AF6A42F0316605DDF4E)] | [removed: [20](#s20B1A35ED9DB5D06999F70E4C6B6A284)] [added: [20](#s005458CA52535AF6A42F0316605DDF4E)] |

| Item 6 | [Selected Financial [removed: Data](#sB34C9C5BCED35BC58872149A5AE7C60A)] [added: Data](#s6ED32D6A901053EF8F62995752C2D940)] | [removed: [21](#sB34C9C5BCED35BC58872149A5AE7C60A)] [added: [21](#s6ED32D6A901053EF8F62995752C2D940)] |

| Item 7 | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s0E4CF298D4E5557C977EFD6F36541AB1)] [added: Operations](#s8BBEE9EBEAA6586480EA8BD1B5025952)] | [removed: [22](#s0E4CF298D4E5557C977EFD6F36541AB1)] [added: [22](#s8BBEE9EBEAA6586480EA8BD1B5025952)] |

| Item 7A | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s8E1C3EF101FF5112AD5A76FC3C310F3C)] [added: Risk](#s34CA314ECF46553DA11B2A0DEBB8ADF2)] | [removed: [40](#s8E1C3EF101FF5112AD5A76FC3C310F3C)] [added: [39](#s34CA314ECF46553DA11B2A0DEBB8ADF2)] |

| Item 8 | [Financial Statements and Supplementary [removed: Data](#sCFB34A438AA1565E8C5CBC6F99B46715)] [added: Data](#s14889860C11B5DB8A696D4FC2FE7B981)] | [removed: [41](#sCFB34A438AA1565E8C5CBC6F99B46715)] [added: [40](#s14889860C11B5DB8A696D4FC2FE7B981)] |

| Item 9 | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s170214C77B5351B69B4C3B678F21C089)] [added: Disclosure](#sFA50512145F15AB7AC240B82D4C9BC31)] | [removed: [93](#s170214C77B5351B69B4C3B678F21C089)] [added: [92](#sFA50512145F15AB7AC240B82D4C9BC31)] |

| Item 9A | [Controls and [removed: Procedures](#sE0ACD036C0B458E2B5A34C52A000B8E5)] [added: Procedures](#sD256F82232695FDA8CA7D5458EC59338)] | [removed: [93](#sE0ACD036C0B458E2B5A34C52A000B8E5)] [added: [92](#sD256F82232695FDA8CA7D5458EC59338)] |

| Item 9B | [Other [removed: Information](#sA9BCEFAE49BA5622820C3B0B2EEDBE01)] [added: Information](#sC9C338C4F47259479CA80A02DEC2FD6B)] | [removed: [96](#sA9BCEFAE49BA5622820C3B0B2EEDBE01)] [added: [94](#sC9C338C4F47259479CA80A02DEC2FD6B)] |

| Item 10 | [Directors, Executive Officers and Corporate [removed: Governance](#s8A43C797BDBA57999F559AB29ED1166E)] [added: Governance](#s9D80D306172D593FBB857C13D9DD8323)] | [removed: [97](#s8A43C797BDBA57999F559AB29ED1166E)] [added: [95](#s9D80D306172D593FBB857C13D9DD8323)] |

| Item 11 | [Executive [removed: Compensation](#sF2C117951D015AA3AE7267177DDA1FCF)] [added: Compensation](#sE43F373EE0CB568F96EB3AAD98EE01A3)] | [removed: [97](#sF2C117951D015AA3AE7267177DDA1FCF)] [added: [95](#sE43F373EE0CB568F96EB3AAD98EE01A3)] |

| Item 12 | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s1E331C6CF6325C33B7A9CC8BED94DBE2)] [added: Matters](#sD735F0773D425D4FB08C290F5EE33EF9)] | [removed: [97](#s1E331C6CF6325C33B7A9CC8BED94DBE2)] [added: [95](#sD735F0773D425D4FB08C290F5EE33EF9)] |

| Item 13 | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s5CF412391C8B5330A2DFE5863CF3C215)] [added: Independence](#s4A90C8E4DCDC5AE29A9097C4AD223A18)] | [removed: [97](#s5CF412391C8B5330A2DFE5863CF3C215)] [added: [95](#s4A90C8E4DCDC5AE29A9097C4AD223A18)] |

| Item 14 | [Principal Accountant Fees and [removed: Services](#sAF719EDAD7455091AB7A6B5AF50DA4CE)] [added: Services](#s88C3307E50F350B4B39E6F0A4277625A)] | [removed: [97](#sAF719EDAD7455091AB7A6B5AF50DA4CE)] [added: [95](#s88C3307E50F350B4B39E6F0A4277625A)] |

| Item 15 | [Exhibits and Financial Statement [removed: Schedules](#sF55915716CF8504F907A13672E42308A)] [added: Schedules](#s15711F42CCAC513F8A61FDB8C8BBA7A0)] | [removed: [98](#sF55915716CF8504F907A13672E42308A)] [added: [96](#s15711F42CCAC513F8A61FDB8C8BBA7A0)] |

| • | the possibility that companies that we have acquired or may acquire, including [removed: NES Rentals Holdings II, Inc. (“NES”), Neff Corporation ("Neff"),] BakerCorp International Holdings, Inc. (“BakerCorp”) and Vander Holding Corporation and its subsidiaries [removed: ("BlueLine"),] [added: (“BlueLine”),] could have undiscovered liabilities or involve other unexpected costs, may strain our management capabilities or may be difficult to integrate; |

| • | our significant indebtedness (which totaled [removed: $11.7] [added: $11.4] billion at December 31, [removed: 2018)] [added: 2019)] 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; |

OR

| Delaware | 86-0933835 |

| Stamford | |

| Connecticut | 06902 |

Yes ☑ No ☐

Yes ☑ No ☐

Yes ☐ No ☑

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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

As of January 1, [removed: 2019,] [added: 2020,] we operated [removed: 1,197] [added: 1,175] rental locations.

[removed: 1,038] [added: 1,024] of these locations are in the United States, [removed: 148] [added: 140] are in Canada and 11 are in Europe.

| ● | Alabama (GR [removed: 24,] [added: 23,] TPF [removed: 7)] [added: 6)] | ● | Maine (GR 4) | ● | Oklahoma (GR [removed: 29,] [added: 25,] TPF [removed: 5)] [added: 4)] |

| ● | Alaska (GR 2) | ● | Maryland (GR [removed: 14,] [added: 13,] TPF [removed: 5)] [added: 7)] | ● | Oregon (GR 10, TPF 4) |

| ● | Arizona (GR [removed: 18,] [added: 14,] TPF [removed: 4)] [added: 5)] | ● | Massachusetts (GR [removed: 13,] [added: 14,] TPF [removed: 3)] [added: 4)] | ● | Pennsylvania (GR [removed: 20,] [added: 19,] TPF 7) |

| ● | Arkansas (GR [removed: 16,] [added: 13,] TPF 1) | ● | Michigan (GR 8, TPF [removed: 3)] [added: 4)] | ● | Puerto Rico (GR 2) |

| ● | California (GR [removed: 83,] [added: 79,] TPF [removed: 26)] [added: 32)] | ● | Minnesota (GR 10, TPF 3) | ● | Rhode Island (GR [added: 2, TPF] 1) |

| ● | Colorado (GR [removed: 14,] [added: 13,] TPF 4) | ● | Mississippi (GR [removed: 14)] [added: 13, TPF 2)] | ● | South Carolina (GR [removed: 20,] [added: 17,] TPF [removed: 5)] [added: 8)] |

| ● | Connecticut (GR 6, TPF 2) | ● | Missouri (GR [removed: 15,] [added: 13,] TPF [removed: 5)] [added: 4)] | ● | South Dakota (GR 2) |

| ● | Delaware (GR 2, TPF 1) | ● | Montana (GR 1) | ● | Tennessee (GR [removed: 22,] [added: 21,] TPF [removed: 8)] [added: 9)] |

| ● | Florida (GR [removed: 46,] [added: 42,] TPF [removed: 16)] [added: 24)] | ● | Nebraska (GR 2, TPF 1) | ● | Texas (GR [removed: 131,] [added: 120,] TPF [removed: 37)] [added: 32)] |

| ● | Georgia (GR [removed: 35,] [added: 36,] TPF [removed: 7)] [added: 8)] | ● | Nevada (GR [removed: 6,] [added: 9,] TPF [removed: 3)] [added: 4)] | ● | Utah (GR [removed: 4,] [added: 3,] TPF 3) |

| ● | Illinois (GR 14, TPF [removed: 5)] [added: 8)] | ● | New Jersey (GR [removed: 11,] [added: 9,] TPF [removed: 6)] [added: 7)] | ● | Virginia (GR 22, TPF [removed: 6)] [added: 8)] |

| ● | Indiana (GR [removed: 5,] [added: 6,] TPF 1) | ● | New Mexico (GR [removed: 9)] [added: 8, TPF 1)] | ● | Washington (GR 20, TPF 7) |

| ● | Iowa (GR 9, TPF 2) | ● | New York (GR [removed: 22,] [added: 20,] TPF [removed: 1)] [added: 2)] | ● | West Virginia (GR 5, TPF 1) |

| ● | Kansas (GR 12, TPF [removed: 1)] [added: 2)] | ● | North Carolina (GR [removed: 29,] [added: 27,] TPF [removed: 7)] [added: 8)] | ● | Wisconsin (GR 8, TPF 1) |

| ● | Kentucky (GR [removed: 9)] [added: 10, TPF 1)] | ● | North Dakota (GR 5) | ● | Wyoming (GR [removed: 6)] [added: 4)] |

| ● | Louisiana (GR [removed: 36,] [added: 34,] TPF [removed: 14)] [added: 13)] | ● | Ohio (GR [removed: 15,] [added: 17,] TPF [removed: 9)] [added: 8)] | | |

| ● | Alberta (GR [removed: 29,] [added: 27,] TPF [removed: 10)] [added: 9)] | ● | France (TPF 4) | | |

| ● | Ontario (GR [removed: 31,] [added: 27,] TPF 6) | | | | |

| ● | Saskatchewan (GR 7, TPF [removed: 3)] [added: 2)] | | | | |

We own [removed: 119] [added: 115] of our branch locations and lease the other branch locations.

We have a fleet of approximately [removed: 11,900] [added: 12,500] vehicles.

Approximately [removed: 36] [added: 37] percent of this fleet is leased and the balance is owned.

Further, we maintain shared-service facilities in Tampa, Florida, where we occupy approximately 31,000 square feet under a lease that expires in 2020 and in Charlotte, North Carolina, where we occupy approximately 55,000 square feet under a lease that expires in [removed: 2025.][added: 2020.]

We have additionally leased a new shared-service facility in Charlotte, North Carolina, where we occupy approximately 100,000 square feet under a lease that expires in 2031, and this new facility will consolidate the Tampa, Florida and Charlotte, North Carolina locations with leases expiring in 2020.

Holdings’ common stock trades on the New York Stock Exchange under the symbol “URI.” As of January 1, [removed: 2019,] [added: 2020,] there were [removed: 64] [added: 66] holders of record of our common stock.

The following table provides information about acquisitions of Holdings’ common stock by Holdings during the fourth quarter of [removed: 2018:][added: 2019:]

| 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) | | [removed: | Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (2) | | |]

| (1) | In October [removed: 2018,] [added: 2019,] November [removed: 2018] [added: 2019] and December [removed: 2018, 1,163, 1,103] [added: 2019, 2,653, 3,601] and [removed: 9,193] [added: 11,556] 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. |

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | |

| October 1, 2019 to October 31, 2019 | 600,646 | | (1) | $ | 117.09 | | | 597,993 | |

| November 1, 2019 to November 30, 2019 | 411,721 | | (1) | $ | 151.40 | | | 408,120 | |

| December 1, 2019 to December 31, 2019 | 440,749 | | (1) | $ | 158.96 | | | 429,193 | |

| Total | 1,453,116 | | | $ | 139.51 | | | 1,435,306 | |

| (2) | On April 17, 2018, our Board authorized a $1.25 billion share repurchase program which commenced in July 2018. The program was completed in 2019, and there were no open share repurchase programs as of December 31, 2019. In January 2020, our Board authorized a new $500 million share repurchase program, which will commence in the first quarter of 2020 and which we intend to complete over twelve months. |

| | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1, 2018 to October 31, 2018 | 1,308,811 | | (1) | $ | 129.98 | | | 1,307,648 | | | — | | |

| November 1, 2018 to November 30, 2018 | 1,103 | | (1) | $ | 121.53 | | | — | | | — | | |

| December 1, 2018 to December 31, 2018 | 398,390 | | (1) | $ | 103.00 | | | 389,197 | | | — | | |

| Total | 1,708,304 | | | $ | 123.68 | | | 1,696,845 | | | $ | 830,071,148 | |

| (2) | On April 17, 2018, our Board authorized a $1.25 billion share repurchase program which commenced in July 2018. The program was temporarily paused in November 2018 following the completion of the BlueLine acquisition discussed in note 4 to the consolidated financial statements. We intend to complete the program in 2019. |

The following selected financial data reflects the results of operations and balance sheet data as of and for the years ended December 31, [removed: 2014] [added: 2015] to [removed: 2018.][added: 2019.]

See note 4 to the consolidated financial statements for additional detail on the [removed: NES, Neff,] BakerCorp and BlueLine acquisitions.

| [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | |

| Total revenues | $ | [removed: 8,047] [added: 9,351] | | | $ | [removed: 6,641] [added: 8,047] | | | $ | [removed: 5,762] [added: 6,641] | | | $ | [removed: 5,817] [added: 5,762] | | | $ | [removed: 5,685] [added: 5,817] | |

| Total cost of revenues | [removed: 4,683] [added: 5,681] | | | | [removed: 3,872] [added: 4,683] | | | | [removed: 3,359] [added: 3,872] | | | | [removed: 3,337] [added: 3,359] | | | | [removed: 3,253] [added: 3,337] | | |

| Gross profit | [removed: 3,364] [added: 3,670] | | | | [removed: 2,769] [added: 3,364] | | | | [removed: 2,403] [added: 2,769] | | | | [removed: 2,480] [added: 2,403] | | | | [removed: 2,432] [added: 2,480] | | |

| Selling, general and administrative expenses | [removed: 1,038] [added: 1,092] | | | | [removed: 903] [added: 1,038] | | | | [removed: 719] [added: 903] | | | | [removed: 714] [added: 719] | | | | [removed: 758] [added: 714] | | |

| Merger related costs | [added: 1 | | | |] 36 | | | | 50 | | | | — | | | | (26 | | ) | [removed: | 11 | | |]

| Restructuring charge | [removed: 31] [added: 18] | | | | [removed: 50] [added: 31] | | | | [removed: 14] [added: 50] | | | | [removed: 6] [added: 14] | | | | [removed: (1] [added: 6] | | [removed: )] |

| Non-rental depreciation and amortization | [removed: 308] [added: 407] | | | | [removed: 259] [added: 308] | | | | [removed: 255] [added: 259] | | | | [removed: 268] [added: 255] | | | | [removed: 273] [added: 268] | | |

| Operating income | [removed: 1,951] [added: 2,152] | | | | [removed: 1,507] [added: 1,951] | | | | [removed: 1,415] [added: 1,507] | | | | [removed: 1,518] [added: 1,415] | | | | [removed: 1,391] [added: 1,518] | | |

| Interest expense, net | [removed: 481] [added: 648] | | | | [removed: 464] [added: 481] | | | | [removed: 511] [added: 464] | | | | [removed: 567] [added: 511] | | | | [removed: 555] [added: 567] | | |

| Other income, net | [removed: (6] [added: (10] | | ) | | [removed: (5] [added: (6] | | ) | | (5 | | ) | | [removed: (12] [added: (5] | | ) | | [removed: (14] [added: (12] | | ) |

| Income before provision (benefit) for income taxes | [removed: 1,476] [added: 1,514] | | | | [removed: 1,048] [added: 1,476] | | | | [removed: 909] [added: 1,048] | | | | [removed: 963] [added: 909] | | | | [removed: 850] [added: 963] | | |

| Provision (benefit) for income taxes (1) | [added: 340 | | | |] 380 | | | | (298 | | ) | | 343 | | | | 378 | | | [removed: | 310 | | |]

| Net income (1) | [removed: 1,096] [added: 1,174] | | | | [removed: 1,346] [added: 1,096] | | | | [removed: 566] [added: 1,346] | | | | [removed: 585] [added: 566] | | | | [removed: 540] [added: 585] | | |

| Basic earnings per share (1) | $ | [removed: 13.26] [added: 15.18] | | | $ | [removed: 15.91] [added: 13.26] | | | $ | [removed: 6.49] [added: 15.91] | | | $ | [removed: 6.14] [added: 6.49] | | | $ | [removed: 5.54] [added: 6.14] | |

| Diluted earnings per share (1) | $ | [removed: 13.12] [added: 15.11] | | | $ | [removed: 15.73] [added: 13.12] | | | $ | [removed: 6.45] [added: 15.73] | | | $ | [removed: 6.07] [added: 6.45] | | | $ | [removed: 5.15] [added: 6.07] | |

(1)2017 includes the significant impact of the enactment of the Tax Cuts and Jobs Act (the "Tax Act") discussed further in note [removed: 13] [added: 14] to the consolidated financial statements.

[added: 2019 and] 2018 [removed: reflects] [added: reflect] a lower effective tax rate than the years prior to the enactment of the Tax Act.

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Total assets | $ | [removed: 18,133] [added: 18,970] | | | $ | [removed: 15,030] [added: 18,133] | | | $ | [removed: 11,988] [added: 15,030] | | | $ | [removed: 12,083] [added: 11,988] | | | $ | [removed: 12,129] [added: 12,083] | |

| Total debt | [removed: 11,747] [added: 11,428] | | | | [removed: 9,440] [added: 11,747] | | | | [removed: 7,790] [added: 9,440] | | | | [removed: 8,162] [added: 7,790] | | | | [removed: 7,962] [added: 8,162] | | |

| Stockholders’ equity | [removed: 3,403] [added: 3,830] | | | | [removed: 3,106] [added: 3,403] | | | | [removed: 1,648] [added: 3,106] | | | | [removed: 1,476] [added: 1,648] | | | | [removed: 1,796] [added: 1,476] | | |

[removed: With the recently completed acquisition of BakerCorp] [added: As] discussed in note 4 to the consolidated financial statements, [removed: which added 11 European locations] in [removed: France, Germany, the United Kingdom and] [added: July 2018, we completed] the [removed: Netherlands to] [added: acquisition of BakerCorp, which allowed for] our [removed: branch network, we entered] [added: 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 [removed: compelling] competitive advantages.

[removed: These include a fleet of rental equipment with a total original equipment cost (“OEC”), based on the initial consideration paid, of $14.2 billion, and a North American branch network that operates in 49 U.S. states and every Canadian province, and serves 99 of the 100 largest metropolitan areas in the U.S. In addition, our] [added: Our] size [added: 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 [removed: 3,800] [added: 4,000] classes of equipment for rent to [added: a diverse customer base that includes] construction and industrial companies, manufacturers, utilities, municipalities, [removed: homeowners, government entities] [added: homeowners] and [removed: other customers.][added: government entities.]

In [removed: 2018,] [added: 2019,] equipment rental revenues represented [removed: 86] [added: 85] percent of our total revenues.

In [removed: 2019,] [added: 2020,] we expect to continue our disciplined focus on increasing our profitability and return on invested capital.

| *•* | *The continued expansion of our trench, power and fluid solutions footprint, as well as our tools [removed: offering,] and [added: onsite services offerings, and] the cross-selling of these services throughout our network,* as exhibited by our [removed: recently completed] [added: recent] acquisition of [removed: BakerCorp.] [added: BakerCorp discussed above.] We plan to open at least 25 specialty rental branches/tool [removed: hubs] [added: hubs/onsite services locations] in [removed: 2019] [added: 2020] and continue to invest in specialty rental fleet to further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings; and |

| • | *The pursuit of strategic acquisitions to continue to expand our core equipment rental business*, as exhibited by our recently completed acquisitions of NES, Neff and [removed: BlueLine.] [added: BlueLine (which is discussed further in note 4 to the consolidated financial statements).] Strategic acquisitions allow us to invest our capital to expand our business, further driving our ability to accomplish our strategic goals. |

In [removed: 2019,] [added: 2020,] based on our analyses of industry forecasts and macroeconomic indicators, we expect that the majority of our end markets will continue to experience solid demand for equipment rental services.

Specifically, we expect that North American industry equipment rental revenue will increase approximately [removed: 6] [added: 3] percent, with [removed: slightly higher growth, on a constant currency basis,] [added: similar growth expected] in the U.S. [removed: than] [added: and] Canada.

[added: | (4) |] As discussed [removed: above,] [added: in note 4 to the consolidated financial statements,] we completed the acquisitions of [removed: NES, Neff,] BakerCorp and BlueLine in [removed: April 2017, October 2017,] July 2018 and October [added: 2018, respectively. Additionally, we completed the acquisition of NES and Neff in April 2017 |]

The pro forma metrics below include the standalone, pre-acquisition results of [removed: NES, Neff,] BakerCorp and BlueLine.

For the full year [removed: 2018:][added: 2019:]

| • | [removed: Rental rates] [added: Equipment rentals] increased [removed: 2.2] [added: 14.8] percent and [removed: 2.6] [added: 4.1] percent year-over-year, on an actual and a pro forma basis, respectively; |

| • | [removed: The volume of] [added: Average] OEC [removed: on rent] increased [removed: 18.8] [added: 17.7] percent and [removed: 6.9] [added: 4.9] percent year-over-year, on an actual and a pro forma basis, respectively; |

| • | [removed: 71] [added: 72] percent of equipment rental revenue was derived from key accounts, as compared to [removed: 69] [added: 71] percent in [removed: 2017.] [added: 2018.] Key accounts are each managed by a single point of contact to enhance customer service; and |

We are the largest equipment rental company in the world, with an integrated network of 1,175 rental locations in the U.S., Canada and Europe.

These include a fleet of rental equipment with a total original equipment cost (“OEC”) of $14.6 billion, and a North American branch network that operates in 49 U.S. states and every Canadian province, and serves 99 of the 100 largest 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.

As discussed below, fleet productivity is a comprehensive metric that reflects the combined impact of changes in rental rates, time utilization, and mix that contribute to the variance in owned equipment rental revenue.

| • | Fleet productivity decreased 2.2 percent primarily due to the impact of the BakerCorp and BlueLine acquisitions. On a pro forma basis, fleet productivity increased 0.6 percent; |

| • | Redeemed all $1.0 billion principal amount of our 4 5/8 percent Senior Secured Notes; |

| Net income | $ | 1,174 | | | $ | 1,096 | | | $ | 1,346 | |

| EBITDA | 4,200 | | | | 3,628 | | | | 2,895 | | |

| Merger related costs (1) | 1 | | | | 36 | | | | 50 | | |

| Restructuring charge (2) | 18 | | | | 31 | | | | 50 | | |

| Stock compensation expense, net (3) | 61 | | | | 102 | | | | 87 | | |

| Impact of the fair value mark-up of acquired fleet (4) | 75 | | | | 66 | | | | 82 | | |

| Adjusted EBITDA | $ | 4,355 | | | $ | 3,863 | | | $ | 3,164 | |

As discussed above, we completed the acquisitions of BakerCorp and BlueLine in July 2018 and October 2018, respectively, and the EBITDA and adjusted EBITDA increases for 2019 include the impact of these acquisitions.

| | 2019 | | | | 2018 | | | | 2017 | | | | 2019 | | 2018 |

| Year-over-year change in average OEC | | | | | | | | | | | | | 17.7% | | 20.3% |

| Assumed year-over-year inflation impact (1) | | | | | | | | | | | | | (1.5)% | | (1.5)% |

| Fleet productivity (2) | | | | | | | | | | | | | (2.2)% | | 1.9% |

| Contribution from ancillary and re-rent revenue (3) | | | | | | | | | | | | | 0.8% | | 0.7% |

| Total change in equipment rentals | | | | | | | | | | | | | 14.8% | | 21.4% |

| Year-over-year change in average OEC | | | | | | | | | | | | | 4.9% | | 6.6% |

| Assumed year-over-year inflation impact (1) | | | | | | | | | | | | | (1.5)% | | (1.5)% |

| Fleet productivity (2) | | | | | | | | | | | | | 0.6% | | 5.0% |

| Contribution from ancillary and re-rent revenue (3) | | | | | | | | | | | | | 0.1% | | 0.4% |

| (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 3 to the 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 3 for further detail), excluding owned equipment rental revenue. |

and October 2017, respectively.

Equipment rentals and sales of rental equipment are our largest revenue types (together, they accounted for 94 percent of total revenue for the year ended December 31, 2019).

Equipment rentals increased 14.8 percent, primarily due to a 17.7 percent increase in average OEC, which includes the impact of the BakerCorp and BlueLine acquisitions.

On a pro forma basis including the standalone, pre-acquisition results of BakerCorp and BlueLine, equipment rentals increased 4.1 percent, primarily due to a 4.9 percent increase in average OEC and a fleet productivity increase of 0.6 percent, partially offset by the impact of fleet inflation.

Sales of rental equipment increased 25.2 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.

The significant judgments include estimation of future cash flows, which is dependent on forecasts; estimation of the long-term rate of growth; estimation of the useful life over which cash flows will occur; and determination of a risk-adjusted weighted average cost of capital.

When appropriate, our estimates of the fair values of assets and liabilities acquired include assistance from independent third-party appraisal firms.

management, and these assumptions and estimates may change in future periods.

As discussed above, in July 2018, we completed the acquisition of BakerCorp.

All of the assets in the Fluid Solutions Europe reporting unit were acquired in the BakerCorp acquisition.

The estimated fair value of our Fluid Solutions Europe reporting unit exceeded its carrying amount by 12 percent.

As all of the assets in the Fluid Solutions Europe reporting unit were recorded at fair value as of the July 2018 acquisition date, we expected the percentage by which the Fluid Solutions Europe reporting unit’s fair value exceeded its carrying value to be significantly less than the equivalent percentages determined for our other reporting units.

Such review includes an estimate of

As discussed in note 14 to the consolidated financial statements, we completed our accounting for the tax effects of enactment of the Tax Act in 2018.

| | |

| --- | --- |

| • | In April 2014, we acquired certain assets of the following entities: National Pump & Compressor, Ltd., Canadian Pump and Compressor Ltd., GulfCo Industrial Equipment, LP and LD Services, LLC (collectively “National Pump”). National Pump had annual revenues of approximately $210; |

United Rentals is the largest equipment rental company in the world.

Our customer service network consists of 1,197 rental locations in the U.S., Canada and Europe, as well as centralized call centers and online capabilities.

We use the American Rental Association criteria for reporting rental rates, time utilization and OEC.

2018, respectively.

| • | Time utilization was 68.6 percent and 68.4 percent on an actual and a pro forma basis, respectively, reflecting a decrease of 90 basis points and an increase of 20 basis points year-over-year, respectively; |

In 2018 and 2017, we took a number of actions related to our capital structure that have improved our financial flexibility and liquidity, including:

| • | Issued $250 principal amount of 5 1/2 percent Senior Notes due 2027, as an add-on to our existing 5 1/2 percent Senior Notes due 2027; |

| • | Issued $1.675 billion principal amount of 4 7/8 percent Senior Notes due 2028, comprised of separate issuances of $925 in August 2017 and $750 in September 2017. Following the issuances, we 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; |

| • | Entered into a $1 billion term loan facility; |

| Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (5) | — | | | | — | | | | — | | | | — | | | | 1 | | | | 0.01 | | |

| (5) | This reflects a reduction of interest expense associated with the fair value mark-up of debt acquired in the RSC acquisition. |

| Excess tax benefits from share-based payment arrangements | — | | | | — | | | | 58 | | |

The EBITDA increase primarily reflects increased profit from equipment rentals, partially offset by i) increased SG&A compensation costs, including stock compensation costs, largely due to the impact of the NES and Neff acquisitions, increased revenue, improved profitability, and increases in our stock price and in the volume of stock awards, and ii) increased merger related costs and restructuring charges associated with the NES and Neff acquisitions.

The adjusted EBITDA increase primarily reflects increased profit from equipment rentals and sales of rental equipment, partially offset by increased SG&A compensation costs, largely due to the impact of the NES and Neff acquisitions, increased revenue and improved profitability.

The decrease in the EBITDA margin primarily reflects i) increased SG&A compensation costs, including stock compensation costs, largely due to the impact of the NES and Neff acquisitions, increased revenue, improved profitability, and increases in our stock price and in the volume of stock awards, and ii) increased merger related costs and restructuring charges associated with the NES and Neff acquisitions.

The decrease in the adjusted EBITDA margin primarily reflects increased SG&A compensation costs largely due to the impact of the NES and Neff acquisitions, increased revenue and improved profitability, partially offset by increased profit from sales of rental equipment.

| Year-over-year increase (decrease) in rental rates (1) | | | | | | | | | | | | | 2.2% | | (0.2)% |

| Year-over-year increase in the volume of equipment on rent | | | | | | | | | | | | | 18.8% | | 18.2% |

| Time utilization (2) | 68.6 | | % | | 69.5 | | % | | 67.9 | | % | | (90) bps | | 160 bps |

| Year-over-year increase in rental rates (1) | | | | | | | | | | | | | 2.6% | | |

| Year-over-year increase in the volume of equipment on rent | | | | | | | | | | | | | 6.9% | | |

| Time utilization (2) | 68.4 | | % | | 68.2 | | % | | | | | | 20 bps | | |

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

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

We believe that the increases in the volume of OEC on rent and rental rates reflect improving demand in many of our core markets.

On a pro forma basis including the standalone, pre-acquisition results of NES and Neff, 2017 total revenues increased 7.7 percent.

The revenue increase primarily reflected a 15.7 percent increase in equipment rental revenue, primarily due to an 18.2 percent increase in the volume of OEC on rent, which includes the impact of the NES and Neff acquisitions, partially offset by a 0.2 percent rental rate decrease.

Sales of rental equipment increased 10.9 percent primarily due to increased volume.

Sales of new equipment increased 23.6 percent primarily due to increased volume and increased sales of larger equipment.

Revenue Recognition.

We recognize revenues from renting equipment on a straight-line basis.

We account for such rentals as operating leases.

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.

We have audited the accompanying consolidated balance sheets of United Rentals, Inc. (“the Company”) as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the [removed: consolidated] financial position of the Company at December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the [removed: consolidated] results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated January [removed: 23, 2019] [added: 29, 2020] expressed an unqualified opinion thereon.

[removed: January 23, 2019][added: | 2019 | | | | | | | | | | | |]

| | [added: 2019 | | | |] 2018 | | | | 2017 | | |

| Cash and cash equivalents | $ | [removed: 43] [added: 52] | | | $ | [removed: 352] [added: 43] | |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $93] [added: $103] at December 31, [removed: 2018] [added: 2019] and [removed: $68] [added: $93] at December 31, [removed: 2017] [added: 2018] | [removed: 1,545] [added: 1,530] | | | | [removed: 1,233] [added: 1,545] | | |

| Inventory | [removed: 109] [added: 120] | | | | [removed: 75] [added: 109] | | |

| Prepaid expenses and other assets | [removed: 64] [added: 140] | | | | [removed: 112] [added: 64] | | |

| Total current assets | [removed: 1,761] [added: 1,842] | | | | [removed: 1,772] [added: 1,761] | | |

| Rental equipment, net | [removed: 9,600] [added: 9,787] | | | | [removed: 7,824] [added: 9,600] | | |

| Property and equipment, net | [removed: 614] [added: 604] | | | | [removed: 467] [added: 614] | | |

| Goodwill | [removed: 5,058] [added: 5,154] | | | | [removed: 4,082] [added: 5,058] | | |

| Other intangible assets, net | [removed: 1,084] [added: 895] | | | | [removed: 875] [added: 1,084] | | |

| Other long-term assets | [removed: 16] [added: 19] | | | | [removed: 10] [added: 16] | | |

| Total assets | $ | [removed: 18,133] [added: 18,970] | | | $ | [removed: 15,030] [added: 18,133] | |

| Short-term debt and current maturities of long-term debt | $ | [removed: 903] [added: 997] | | | $ | [removed: 723] [added: 903] | |

| Accounts payable | [removed: 536] [added: 454] | | | | [removed: 409] [added: 536] | | |

| Accrued expenses and other liabilities | [removed: 677] [added: 747] | | | | [removed: 536] [added: 677] | | |

| Total current liabilities | [removed: 2,116] [added: 2,198] | | | | [removed: 1,668] [added: 2,116] | | |

| Long-term debt | [removed: 10,844] [added: 10,431] | | | | [removed: 8,717] [added: 10,844] | | |

| Deferred taxes | [removed: 1,687] [added: 1,887] | | | | [removed: 1,419] [added: 1,687] | | |

| Other long-term liabilities | [removed: 83] [added: 91] | | | | [removed: 120] [added: 83] | | |

| Total liabilities | [removed: 14,730] [added: 15,140] | | | | [removed: 11,924] [added: 14,730] | | |

| Common stock—$0.01 par value, 500,000,000 shares authorized, [removed: 112,907,209] [added: 113,825,667] and [removed: 79,872,956] [added: 74,362,195] shares issued and outstanding, respectively, at December 31, [removed: 2018] [added: 2019] and [removed: 112,394,395] [added: 112,907,209] and [removed: 84,463,662] [added: 79,872,956] shares issued and outstanding, respectively, at December 31, [removed: 2017] [added: 2018] | 1 | | | | 1 | | |

| Additional paid-in capital | [removed: 2,408] [added: 2,440] | | | | [removed: 2,356] [added: 2,408] | | |

| Retained earnings | [removed: 4,101] [added: 5,275] | | | | [removed: 3,005] [added: 4,101] | | |

| Treasury stock at [removed: cost—33,034,253] [added: cost—39,463,472] and [removed: 27,930,733] [added: 33,034,253] shares at December 31, [removed: 2018] [added: 2019] and December 31, [removed: 2017,] [added: 2018,] respectively | [removed: (2,870] [added: (3,700] | | ) | | [removed: (2,105] [added: (2,870] | | ) |

| Accumulated other comprehensive loss | [removed: (237] [added: (186] | | ) | | [removed: (151] [added: (237] | | ) |

| Total stockholders’ equity | [removed: 3,403] [added: 3,830] | | | | [removed: 3,106] [added: 3,403] | | |

| Total liabilities and stockholders’ equity | $ | [removed: 18,133] [added: 18,970] | | | $ | [removed: 15,030] [added: 18,133] | |

| | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | |

| Equipment rentals | $ | [removed: 6,940] [added: 7,964] | | | $ | [removed: 5,715] [added: 6,940] | | | $ | [removed: 4,941] [added: 5,715] | |

| Sales of rental equipment | [removed: 664] [added: 831] | | | | [removed: 550] [added: 664] | | | | [removed: 496] [added: 550] | | |

| Sales of new equipment | [removed: 208] [added: 268] | | | | [removed: 178] [added: 208] | | | | [removed: 144] [added: 178] | | |

| Contractor supplies sales | [removed: 91] [added: 104] | | | | [removed: 80] [added: 91] | | | | [removed: 79] [added: 80] | | |

| Service and other revenues | [removed: 144] [added: 184] | | | | [removed: 118] [added: 144] | | | | [removed: 102] [added: 118] | | |

| Total revenues | [removed: 8,047] [added: 9,351] | | | | [removed: 6,641] [added: 8,047] | | | | [removed: 5,762] [added: 6,641] | | |

| Cost of equipment rentals, excluding depreciation | [removed: 2,614] [added: 3,126] | | | | [removed: 2,151] [added: 2,614] | | | | [removed: 1,862] [added: 2,151] | | |

| Depreciation of rental equipment | [removed: 1,363] [added: 1,631] | | | | [removed: 1,124] [added: 1,363] | | | | [removed: 990] [added: 1,124] | | |

Adoption of Accounting Standards Update (ASU) No. 2016-02

As discussed in Note 13 to the consolidated financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of ASU No. 2016-02, Leases and associated amendments (Topic 842), using the modified retrospective method.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

| | Valuation of Goodwill |

| *Description of* *the Matter* | At December 31, 2019, the Company’s goodwill was $5.2 billion. As discussed in Note 2 to the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level. Auditing management’s annual goodwill impairment test was complex and highly judgmental due to the significant estimations required to determine the fair value of the reporting units. In particular, the fair value estimates were sensitive to significant assumptions, including the discount rates, revenue growth rates, EBITDA margin, capital expenditures, long-term growth rates and market multiples, all of which are affected by expectations about future operational, rental industry market or economic conditions. |

| *How We Addressed the Matter in Our Audit* | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s development and review of the significant assumptions described above and review of the reasonableness of the data utilized in the Company’s valuation analysis. To test the estimated fair value of the Company’s reporting units, we performed audit procedures that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends and key performance indicators, and evaluated whether changes in the company’s business would affect the significant assumptions. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions. In performing our testing, we utilized internal valuation specialists to assist us in evaluating the Company’s valuation model and related significant assumptions. In addition, we tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company. |

| Operating lease right-of-use assets (note 13) | 669 | | | | — | | |

| Operating lease liabilities (note 13) | 533 | | | | — | | |

| Balance at December 31, 2018 | 80 | | | $ | 1 | | | $ | 2,408 | | | $ | 4,101 | | | 33 | | | $ | (2,870 | ) | | $ | (237 | ) |

| Balance at December 31, 2019 | 74 | | | $ | 1 | | | $ | 2,440 | | | $ | 5,275 | | | 39 | | | $ | (3,700 | ) | | $ | (186 | ) |

| Net income | $ | 1,174 | | | $ | 1,096 | | | $ | 1,346 | |

As all of the assets in the Fluid Solutions Europe reporting unit were recorded at fair value as of the July 2018 acquisition date, we expected the percentage by which the Fluid

Solutions Europe reporting unit’s fair value exceeded its carrying value to be significantly less than the equivalent percentages determined for our other reporting units.

As discussed above, in July 2018, we completed the acquisition of BakerCorp.

All of the assets in the Fluid Solutions Europe reporting unit were acquired in the BakerCorp acquisition.

The estimated fair value of our Fluid Solutions Europe reporting unit exceeded its carrying amount by 12 percent.

As discussed in note 13 to our consolidated financial statements, in 2019, we adopted updated FASB lease accounting guidance ("Topic 842").

As discussed in note 3, most of our revenue is accounted for under Topic 842.

As discussed in note 14 to the consolidated financial statements, we completed our accounting for the tax effects of enactment of the Tax Act in 2018.

The future impact of this guidance will be limited to our non-operating lease receivables, and will depend on future market conditions and forecast expectations.

The new guidance

*Simplifying the Accounting for Income Taxes.* In December 2019, the FASB issued guidance intended to simplify the accounting for income taxes.

The guidance removes the following exceptions: 1) exception to the incremental 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 be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction, 3) specifying that an entity is 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.

Different components of the guidance require retrospective, modified retrospective or prospective adoption, and early adoption is permitted.

Revenue Recognition Accounting Standards

We adopted Topic 606 on January 1, 2018.

In March 2016, the FASB issued updated lease accounting guidance ("Topic 842"), as explained further in note 13 to the 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, most of our revenue is accounted for under Topic 842 (Topic 840 for 2018 and 2017).

Lease revenues (Topic 842)

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).

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.

Trade receivables that have contractual maturities of one year or less are written-off when

Our revenues accounted for under Topic 842 also generally do not require significant estimates or judgments.

| Goodwill (3) | 248 | | |

| Goodwill (4) | 698 | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at January 1, 2016 | 92 | | | $ | 1 | | | $ | 2,197 | | | $ | 1,088 | | | 20 | | | $ | (1,560 | ) | | $ | (250 | ) |

| Excess tax benefits from share-based payment arrangements, net | | | | | | | | 56 | | | | | | | | | | | | | | | | | |

| Excess tax benefits from share-based payment arrangements | — | | | | — | | | | (58 | | ) |

| Excess tax benefits from share-based payment arrangements | — | | | | — | | | | 58 | | |

Costs we incur in connection with refurbishment programs that extend the life of our equipment are capitalized and amortized over the remaining useful life of the equipment.

The costs incurred under these refurbishment programs were $14, $10 and $18 for the years ended December 31, 2018, 2017 and 2016, respectively, and are included in purchases of rental equipment in our consolidated statements of cash flows.

Ordinary repair and maintenance costs are charged to operations as incurred.

Repair and maintenance costs are included in cost of revenues on our consolidated statements of income.

Repair and maintenance expense (including both labor and parts) for our rental equipment was $864, $714 and $629 for the years ended December 31, 2018, 2017 and 2016, respectively.

Our goodwi

As discussed below (see "New Accounting Pronouncements-Leases"), we will adopt Topic 842, which replaces Topic 840, on January 1, 2019.

Differences between tax

As of December 31, 2018, we have computed a transition tax amount payable of $62, of which $14 was included in other long-term liabilities on our consolidated balance sheet (we expect to settle the remaining payable amount by applying an overpayment of federal taxes).

We adopted accounting guidance in 2017 that changed the cash flow presentation of excess tax benefits from share-based payment arrangements.

For 2017 and 2018, the excess tax benefits from share-based payment arrangements are presented as a component of net cash provided by operating activities, while they are presented as a separate line item for 2016.

A modified retrospective approach is required for adoption for all leases that exist at or commence after the date of initial application with an option to use certain practical expedients.

lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases.

We are additionally assessing the impact of Topic 842 on our internal controls over financial reporting.

We lease real estate and equipment under operating leases.

The capital leases addressed in note 14 to the consolidated financial statements are expected to be accounted for as finance leases upon adoption of Topic 842, and we do not expect any significant changes to the accounting for such leases upon adoption.

The future minimum lease payments for our operating leases as of December 31, 2018 are discussed in note 14 to the consolidated financial statements.

The undiscounted total of such payments was $707.

Upon adoption of Topic 842, we expect to recognize operating lease ROU assets and lease liabilities that reflect the present value of these future payments.

After the adoption of Topic 842, we will first report the operating lease ROU assets and lease liabilities as of March 31, 2019 based on our lease portfolio as of that date.

The components of our historic lease expense and the future lease payments are discussed in note 14 to the consolidated financial statements.

The capital leases addressed in note 14 are expected to be accounted for as finance leases upon adoption of Topic 842, and we do not expect any significant changes to the accounting for such leases upon adoption.

(as if purchase accounting were performed on the testing date) with the carrying amount of the goodwill.

Early adoption of this 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.

*Derivatives and Hedging*.

In August 2017, the FASB issued guidance with the objective of improving the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements.

The guidance is additionally intended to simplify hedge accounting, and no longer requires separate measurement and reporting of hedge ineffectiveness.

For cash flow and net investment hedges existing at the date of adoption, entities must apply a cumulative-effect adjustment related to eliminating the separate measurement of ineffectiveness to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings.

The amended presentation and disclosure guidance is required prospectively.

The guidance will be effective for fiscal years and interim periods beginning after December 15, 2018, and we expect to adopt this guidance when effective.

Given our currently limited use of derivative instruments, the guidance is not expected to have a significant impact on our financial statements.

*Revenue from Contracts with Customers*.

See note 3 to our consolidated financial statements for a discussion of our revenue recognition accounting following our adoption in 2018 of FASB guidance addressing the principles for recognizing revenue.

The Company’s management carried out an evaluation, under the supervision and with [added: 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 December 31, [removed: 2018.][added: 2019.]

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 December 31, [removed: 2018.][added: 2019.]

Under the supervision of our Chief Executive Officer and Chief Financial Officer, our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2018.][added: 2019.]

Based on this assessment, our management has concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2018.][added: 2019.]

We have audited United Rentals, Inc.’s internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, United Rentals, Inc. (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2018] [added: 2019] of the Company and our report dated January [removed: 23, 2019] [added: 29, 2020] expressed an unqualified opinion thereon.

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2018] [added: 2019] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

January 29, 2020

January 23, 2019

The information required by this Item is incorporated by reference to the applicable information in our Proxy Statement related to the [removed: 2019] [added: 2020] Annual Meeting of Stockholders (the [removed: “2019] [added: “2020] Proxy Statement”), which is expected to be filed with the SEC on or before March [removed: 26, 2019.][added: 24, 2020.]

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2019] [added: 2020] Proxy Statement, which is expected to be filed with the SEC on or before March [removed: 26, 2019.][added: 24, 2020.]

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2019] [added: 2020] Proxy Statement, which is expected to be filed with the SEC on or before March [removed: 26, 2019.][added: 24, 2020.]

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2019] [added: 2020] Proxy Statement, which is expected to be filed with the SEC on or before March [removed: 26, 2019.][added: 24, 2020.]

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2019] [added: 2020] Proxy Statement, which is expected to be filed with the SEC on or before March [removed: 26, 2019.][added: 24, 2020.]

United Rentals, Inc. Consolidated Balance Sheets at December 31, [removed: 2018] [added: 2019] and [removed: 2017][added: 2018]

United Rentals, Inc. Consolidated Statements of Income for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016][added: 2017]

United Rentals, Inc. Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016][added: 2017]

United Rentals, Inc. Consolidated Statements of Stockholders' Equity for the years ended December [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016][added: 2017]

United Rentals, Inc. Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016][added: 2017]

| 2 | | (e) | [Agreement and Plan of Merger, dated as of August 16, 2017, by and among United Rentals (North America), Inc., UR Merger Sub III Corporation and Neff Corporation (incorporated herein 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 August 17, [removed: 2017](http://www.sec.gov/Archives/edgar/data/1047166/000110465917052469/a17-20313_2ex2d1.htm)] [added: 2017)](http://www.sec.gov/Archives/edgar/data/1047166/000110465917052469/a17-20313_2ex2d1.htm)] |

| 4 | | [removed: (b)] [added: (d)] | [Indenture for the 5 [removed: 3/4] [added: 1/2] percent Notes due [removed: 2024,] [added: 2027,] dated as of [removed: March 26, 2014,] [added: November 7, 2016,] among United Rentals (North America), [removed: Inc.,] [added: Inc. (the “Company”),] United Rentals, Inc., [removed: United Rentals (North America), Inc.’s] [added: the Company’s] subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including form of note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. [removed: and United Rentals (North America), Inc.] Report on Form 8-K filed on [removed: March 26, 2014)](http://www.sec.gov/Archives/edgar/data/1047166/000110465914022967/a14-7870_6ex4d1.htm)] [added: November 7, 2016)](http://www.sec.gov/Archives/edgar/data/1047166/000104746916016559/a2230212zex-4_1.htm)] |

| 4 | | [removed: (c)] [added: (b)] | [Indenture for the [removed: 4 5/8] [added: 5 1/2] percent Notes due [removed: 2023,] [added: 2025,] dated as of March 26, 2015, among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee [removed: and Notes Collateral Agent] (including form of note) (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] of the United Rentals, Inc. Report on Form 8-K filed on March 26, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/1047166/000110465915023091/a15-7669_1ex4d1.htm)] [added: 2015)](http://www.sec.gov/Archives/edgar/data/1047166/000110465915023091/a15-7669_1ex4d2.htm)] |

| 4 | | [removed: (d)] [added: (g)] | [Indenture for the [removed: 5 1/2] [added: 4 7/8] percent Notes due [removed: 2025,] [added: 2028,] dated as of [removed: March 26, 2015,] [added: September 22, 2017,] among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including form of note) (incorporated by reference to Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on [removed: March 26, 2015)](http://www.sec.gov/Archives/edgar/data/1047166/000110465915023091/a15-7669_1ex4d2.htm)] [added: September 22, 2017)](http://www.sec.gov/Archives/edgar/data/1047166/000110465917058485/a17-22401_1ex4d2.htm)] |

| 4 | | [removed: (e)] [added: (c)] | [Indenture for the 5 7/8 percent Notes due 2026, dated as of May 13, 2016, among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including form of note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on May 13, 2016)](http://www.sec.gov/Archives/edgar/data/1047166/000110465916120914/a16-10962_1ex4d1.htm) |

| 4 | | [removed: (f)] [added: (e)] | [Indenture for the [removed: 5 1/2] [added: 4 7/8] percent Notes due [removed: 2027,] [added: 2028,] dated as of [removed: November 7, 2016,] [added: August 11, 2017,] among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including form of note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on [removed: November 7, 2016)](http://www.sec.gov/Archives/edgar/data/1047166/000104746916016559/a2230212zex-4_1.htm)] [added: August 11, 2017)](http://www.sec.gov/Archives/edgar/data/1047166/000110465917051370/a17-19891_1ex4d1.htm)] |

| 4 | | [removed: (g)] [added: (f)] | [Indenture for the 4 [removed: 7/8] [added: 5/8] percent Notes due [removed: 2028,] [added: 2025,] dated as of [removed: August 11,] [added: September 22,] 2017, among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including form of note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on [removed: August 11, 2017)](http://www.sec.gov/Archives/edgar/data/1047166/000110465917051370/a17-19891_1ex4d1.htm)] [added: September 22, 2017)](http://www.sec.gov/Archives/edgar/data/1047166/000110465917058485/a17-22401_1ex4d1.htm)] |

| 4 | | (h) | [Indenture for the [removed: 4 5/8] [added: 6 1/2] percent Notes due [removed: 2025,] [added: 2026,] dated as of [removed: September 22, 2017,] [added: October 30, 2018,] among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including form of note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on [removed: September 22, 2017)](http://www.sec.gov/Archives/edgar/data/1047166/000110465917058485/a17-22401_1ex4d1.htm)] [added: October 30, 2018)](http://www.sec.gov/Archives/edgar/data/1047166/000110465918064675/a18-38242_1ex4d1.htm#Exhibit4_1_100957)] |

| 4 | | (i) | [Indenture for the [removed: 4 7/8 percent] [added: 5.25% Senior] Notes due [removed: 2028,] [added: 2030,] dated as of [removed: September 22, 2017,] [added: May 10, 2019,] among United Rentals (North America), [removed: Inc. (the “Company”),] [added: Inc.,] United Rentals, Inc., [removed: the Company’s] [added: each of United Rental (North America), Inc.’s] subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including [added: the] form of note) (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] of the United Rentals, Inc. [added: and United Rentals (North America), Inc. Current] Report on Form 8-K filed on [removed: September 22, 2017)](http://www.sec.gov/Archives/edgar/data/1047166/000110465917058485/a17-22401_1ex4d2.htm)] [added: May 10, 2019)](http://www.sec.gov/Archives/edgar/data/1047166/000110465919028631/a19-8813_4ex4d1.htm#Exhibit4_1_101306)] |

| 4 | | (j) | [Indenture for the [removed: 6 1/2 percent] [added: 3.875% Senior Secured] Notes due [removed: 2026,] [added: 2027,] dated as of [removed: October 30, 2018,] [added: November 4, 2019,] among United Rentals (North America), [removed: Inc. (the “Company”),] [added: Inc.,] United Rentals, Inc., [removed: the Company’s] [added: each of United Rentals (North America), Inc.’s] subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee [added: and Notes Collateral Agent] (including [added: the] form of note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. [added: and United Rentals (North America), Inc. Current] Report on Form 8-K filed on [removed: October 30, 2018)](http://www.sec.gov/Archives/edgar/data/1047166/000110465918064675/a18-38242_1ex4d1.htm#Exhibit4_1_100957)] [added: November 4, 2019)](http://www.sec.gov/Archives/edgar/data/1047166/000110465919059596/tm1921667d1_ex4-1.htm)] |

| 10 | | [removed: (f)] [added: (i)] | [United Rentals, Inc. [removed: 2014 Annual] [added: Second Amended and Restated 2010 Long Term] Incentive [removed: Compensation Plan,] [added: Plan] (incorporated by reference to Appendix [removed: B] [added: C] of the United Rentals, Inc. Proxy Statement on Schedule 14A filed on March 26, 2014)‡](http://www.sec.gov/Archives/edgar/data/1067701/000119312514116572/d667430ddef14a.htm) |

| 10 | | (h) | [United Rentals, Inc. [removed: Second Amended and Restated 2010] [added: 2019] Long Term Incentive Plan (incorporated by reference to Appendix [removed: C] [added: A] of the United Rentals, Inc. Proxy Statement on Schedule 14A filed on March 26, [removed: 2014)‡](http://www.sec.gov/Archives/edgar/data/1067701/000119312514116572/d667430ddef14a.htm)] [added: 2019)‡](http://www.sec.gov/Archives/edgar/data/1067701/000156459019009356/uri-def14a_20190508.htm#APPENDIX_A)] |

| 10 | | [removed: (i)] [added: (j)] | [Form of United Rentals, Inc. 2010 Long-Term Incentive Plan Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2010)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312510161856/dex10b.htm) |

| 10 | | [removed: (j)] [added: (k)] | [United Rentals, Inc. Restricted Stock Unit Deferral Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on December 19, 2008)‡](http://www.sec.gov/Archives/edgar/data/1047166/000101905608001457/ex10_3.htm) |

| 10 | | [removed: (k)] [added: (l)] | [Amendment Number One to the United Rentals, Inc. Restricted Stock Unit Deferral Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10(p) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312511020326/dex10p.htm) |

| 10 | | [removed: (l)] [added: (m)] | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Senior Management (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2006, Commission File No. 001-14387)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312506164103/dex10b.htm) |

| 10 | | [removed: (m)] [added: (n)] | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10(c) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2006, Commission File No. 001-14387)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312506164103/dex10c.htm) |

| 10 | | [removed: (n)] [added: (o)] | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Non-Employee Directors (incorporated by reference to [added: Exhibit 10(a)] United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/1047166/000106770117000022/uri-6302017xex10a.htm)] [added: 2017)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770117000022/uri-6302017xex10a.htm)] |

| 10 | | [removed: (o)] [added: (q)] | [Form of United Rentals, Inc. Stock Option Agreement for Senior Management (incorporated by reference to Exhibit 10.4 of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2009)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312509158282/dex104.htm) |

| 10 | | [removed: (p)] [added: (r)] | [Form of United Rentals, Inc. Stock Option Agreement for Senior Management, effective for grants of awards beginning in 2010 (incorporated by reference to Exhibit 10(d) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2010)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312510088964/dex10d.htm) |

| 10 | | [removed: (q)] [added: (s)] | [Form of United Rentals, Inc. Performance-Based Restricted Stock Unit Agreement for Senior Management; effective for grants beginning in 2015 (incorporated by reference to Exhibit 10(i) on Form 10-Q for the quarter ended March 31, 2015)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770115000012/uri-3312015xex10i.htm) |

| 10 | | [removed: (r)*] [added: (t)*] | [Form of United Rentals, Inc. Performance-Based Restricted Stock Unit Agreement for [removed: Chief Executive Officer;] [added: Senior Management;] effective for grants beginning in [removed: 2017‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770119000007/uri-2018123110kex10r.htm)] [added: 2020‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770120000008/uri-2019123110kex10t.htm)] |

| 10 | | [removed: (s)] [added: (v)] | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Senior Management; effective for grants beginning in 2015 (incorporated by reference to Exhibit 10(h) on Form 10-Q for the quarter ended March 31, 2015)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770115000012/uri-3312015xex10h.htm) |

| 10 | | [removed: (t)*] [added: (x)] | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Chief Executive Officer; effective for grants beginning in [removed: 2017‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770119000007/uri-2018123110kex10t.htm)] [added: 2017‡ (incorporated by reference to Exhibit 10(t) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2018)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770119000007/uri-2018123110kex10t.htm)] |

| 10 | | [removed: (u)] [added: (aa)] | Board of Directors compensatory plans, as described under the caption "Director Compensation" in the United Rentals, Inc. definitive proxy statement to be filed with the Securities and Exchange Commission (in connection with the Annual Meeting of Stockholders) on or before March [removed: 26, 2019] [added: 24, 2020] |

| 10 | | [removed: (v)] [added: (bb)] | [Employment Agreement, dated as of August 22, 2008, between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on August 25, 2008)‡](http://www.sec.gov/Archives/edgar/data/1047166/000101905608001088/ex10_1.htm) |

| 10 | | [removed: (w)] [added: (cc)] | [First (renumbered Second) Amendment, dated January 15, 2009, to the Employment Agreement between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on January 15, 2009)‡](http://www.sec.gov/Archives/edgar/data/1047166/000101905609000048/ex10_1.htm) |

| 10 | | [removed: (x)] [added: (dd)] | [Third Amendment, dated March 13, 2009, to the Employment Agreement between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on March 17, 2009)‡](http://www.sec.gov/Archives/edgar/data/1047166/000095012309004829/y74947exv10w1.htm) |

| 10 | | [removed: (y)] [added: (ee)] | [Fourth Amendment, effective as of August 22, 2008, to the Employment Agreement between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10(dd) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312511020326/dex10dd.htm) |

| 10 | | [removed: (z)] [added: (ff)] | [Fifth Amendment, effective October 22, 2012, to the Employment Agreement between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10(gg) of the United Rentals, Inc. Report on Form 10-K for year ended December 31, 2012)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770113000004/uri-2012123110kex10gg.htm) |

| 10 | | [removed: (aa)] [added: (gg)] | [Form of 2001 Comprehensive Stock Plan Restricted Stock Unit Agreement with Michael J. Kneeland (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on August 25, 2008)‡](http://www.sec.gov/Archives/edgar/data/1047166/000101905608001088/ex10_2.htm) |

| 10 | | [removed: (bb)] [added: (hh)] | [Employment Agreement, dated as of December 1, 2008, between United Rentals, Inc. and William B. Plummer (including Restricted Stock Unit Agreement) (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on November 25, 2008)‡](http://www.sec.gov/Archives/edgar/data/1047166/000101905608001383/ex10_1.htm) |

| 10 | | [removed: (cc)] [added: (ii)] | [Second Amendment, effective as of December 1, 2008, to the Employment Agreement between United Rentals, Inc. and William B. Plummer (incorporated by reference to Exhibit 10(gg) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312511020326/dex10gg.htm) |

| 10 | | [removed: (dd)] [added: (jj)] | [Third Amendment, dated as of December 22, 2011, to the Employment Agreement between United Rentals, Inc. and William B. Plummer (incorporated by reference to Exhibit 10(hh) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2011)‡](http://www.sec.gov/Archives/edgar/data/1047166/000144530512000134/uri-2011123110kex10hh.htm) |

| 10 | | [removed: (ee)] [added: (kk)] | [Fourth Amendment, dated as of March 28, 2012, to the Employment Agreement between United Rentals, Inc. and William B. Plummer (incorporated by reference to Exhibit 10(g) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2012)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770112000010/uri-3312012xex10g.htm) |

| 4 | | (k)* | [Description of United Rentals’ Securities Registered Pursuant to Section 12 of the Exchange Act](https://www.sec.gov/Archives/edgar/data/1067701/000106770120000008/uri-2019123110kex4k.htm) |

| 10 | | (f) | [United Rentals, Inc. 2019 Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10(h) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2019)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770119000016/uri-3312019xex10h.htm) |

| 10 | | (p) | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Non-Employee Directors, effective for grants of awards beginning in May 2019 (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2019)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770119000029/uri-6302019xex10a.htm) |

| 10 | | (u) | [Form of United Rentals, Inc. Performance-Based Restricted Stock Unit Agreement for Chief Executive Officer; effective for grants beginning in 2017‡ (incorporated by reference to Exhibit 10(r) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2018)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770119000007/uri-2018123110kex10r.htm) |

| 10 | | (w) | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Senior Management, effective for grants of awards beginning in May 2019 (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2019)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770119000029/uri-6302019xex10b.htm) |

| 10 | | (lll) | [Assignment and Acceptance Agreement and Amendment No. 10 to Third Amended and Restated Receivables Purchase Agreement and Amendment No. 6 to Third Amended and Restated Purchase and Contribution Agreement, dated as of June 28, 2019, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, Fairway Finance Company, LLC, The Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank, MUFG Bank, Ltd. (formerly known as the Bank of Tokyo-Mitsubishi UFJ, Ltd.), Bank of Montreal and The Toronto-Dominion Bank (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on June 28, 2019)](http://www.sec.gov/Archives/edgar/data/1047166/000110465919038270/a19-12186_1ex10d1.htm#Exhibit10_1_071606) |

| | | | |

| | | | |

| Date: | January 29, 2020 | | By: | /S/ MATTHEW J. FLANNERY |

| Terri L. Kelly | | | | |

| Matthew J. Flannery | | | | |

| 10 | | (mm) | [Employment Agreement, effective as of January 20, 2016 between United Rentals, Inc. and Craig Pintoff‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770116000039/uri-2015123110kex10tt.htm) |

| 10 | | (lll) | [Amended and Restated Performance Undertaking, dated as of September 24, 2012, executed by United Rentals, Inc. in favor of United Rentals Receivables LLC II (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed on September 25, 2012)](http://www.sec.gov/Archives/edgar/data/1047166/000119312512403386/d417444dex103.htm) |

| 10 | | (nnn) | [Term Loan Security Agreement, dated as of October 31, 2018, among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. referred to therein, and Bank of America, N.A. as agent (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on October 31, 2018)](http://www.sec.gov/Archives/edgar/data/1047166/000119312518313096/d646480dex102.htm) |

| 10 | | (ooo) | [Intercreditor Agreement, dated as of March 9, 2012 among Bank of America, N.A. as credit agreement agent and Wells Fargo Bank, National Association as notes trustee and second lien collateral agent, acknowledged by UR Merger Sub Corporation, the Company and certain other grantors (incorporated by reference to Exhibit 10.5 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)](http://www.sec.gov/Archives/edgar/data/1047166/000110465912017559/a12-6743_2ex10d5.htm) |

| /S/ JENNE K. BRITELL | | Chairman | | January 23, 2019 |

| Jenne K. Britell | | | | |

| Terri L.Kelly | | | | |