United Rentals (URI) 10-K risk factor changes: FY2020 vs FY2019

[removed: An economic slowdown or a decrease] [added: Economic slowdowns and decreases] in general economic activity [removed: could cause] [added: have in the past caused] weakness in our end markets and [removed: have] [added: had] adverse effects on our revenues and operating [removed: results.][added: results, and could do so again in the future.]

[removed: The] [added: In the past,] weakness in our end markets [added: has] led to a decrease in the demand for our equipment and in the rates we realized.

[removed: | • |] [added: -] a decrease in expected levels of infrastructure spending; [removed: |]

[removed: | • |] [added: -] a lack of availability of credit; [removed: |]

[removed: | • | an overcapacity of] [added: - excess] fleet in the equipment rental industry; [removed: |]

[removed: | • |] [added: -] a decrease in the level of exploration, development, production activity and capital spending by oil and natural gas companies; [removed: |]

[removed: | • |] [added: -] an increase in the cost of construction materials; [removed: |]

[removed: | • |] [added: -] an increase in interest rates; [removed: |]

[removed: | • |] [added: -] adverse weather conditions, which may temporarily affect a particular region; [removed: |]

[removed: | • |] [added: -] a prolonged shutdown of the U.S. government; [removed: or |]

[removed: | • |] [added: -] terrorism or hostilities involving the United States, Canada or Europe. [removed: |]

At December 31, [removed: 2019,] [added: 2020,] our total indebtedness was [removed: $11.4] [added: $9.7] billion.

[removed: | • |] [added: -] increasing our vulnerability to, and limiting our flexibility to plan for, or react to, adverse economic, industry or competitive [removed: developments; |][added: developments, including adverse economic impacts from COVID-19;]

[removed: | • |] [added: -] making it more difficult to pay or refinance our debts as they become due during periods of adverse economic, financial market or industry conditions; [removed: |]

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

[removed: | • | restricting our ability to move operating cash flows to Holdings.] URNA’s payment capacity is restricted under the covenants in our senior secured asset-based revolving credit facility (“ABL facility”), our senior secured term loan credit facility (“term loan facility”) and the indentures governing URNA’s outstanding indebtedness; [removed: |]

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

[removed: | • |] [added: -] decreasing our profitability or cash flow; [removed: |]

[removed: | • |] [added: -] causing us to be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions; [removed: |]

[removed: | • |] [added: -] causing us to be disadvantaged compared to competitors with less debt and lower debt service requirements; [removed: |]

[removed: | • |] [added: -] resulting in a downgrade in our credit rating or the credit ratings of any of the indebtedness of our subsidiaries, which could increase the cost of further borrowings; [removed: |]

[removed: | • |] [added: -] requiring our debt to become due and payable upon a change in control; and [removed: |]

[removed: | • |] [added: -] limiting our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes. [removed: |]

At December 31, [removed: 2019,] [added: 2020,] we had [removed: $3.5] [added: $2.6] billion of indebtedness that bears interest at variable rates.

Our variable rate indebtedness currently represents [removed: 31] [added: 27] percent of our total indebtedness.

[removed: | • |] [added: -] reducing or delaying capital expenditures; [removed: |]

[removed: | • |] [added: -] limiting our growth; [removed: |]

[removed: | • |] [added: -] seeking additional capital; [removed: |]

[removed: | • |] [added: -] selling assets; or [removed: |]

[removed: | • |] [added: -] restructuring or refinancing our indebtedness. [removed: |]

We may not be able to refinance our indebtedness on favorable terms, [removed: if] [added: or] at all.

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

As of December 31, [removed: 2019,] [added: 2020,] specified availability under the ABL facility exceeded the required threshold and, as a result, this financial covenant was inapplicable.

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

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

[removed: | • |] [added: -] greater than expected expenses such as the need to obtain additional debt or equity financing for any transaction; [removed: |]

[removed: | • |] [added: -] unfavorable accounting treatment and unexpected increases in taxes; [removed: |]

[removed: | • |] [added: -] adverse effects on our ability to maintain relationships with customers, employees and suppliers; [removed: |]

[removed: | • |] [added: -] inherent risk associated with entering a geographic area or line of business in which we have no or limited experience; [removed: |]

[removed: | • |] [added: -] difficulty in assimilating the operations and personnel of an acquired company within our existing operations, including the consolidation of corporate and administrative functions; [removed: |]

Industry and Economic Risks

- public health crises and epidemics, such as COVID-19; or

The COVID-19 pandemic and its impact on business and economic conditions have adversely affected, and may continue to adversely affect, our results of operations and financial position.

Those adverse effects could be material.

The scale and scope of the COVID-19 pandemic, the uncertainty around the distribution, acceptance and effectiveness of COVID-19 vaccines, and the impact that the COVID-19 pandemic and the various measures that have been implemented to protect public health have had on the economy and financial markets have adversely affected, and are expected to continue to adversely affect, our results of operations and financial position.

We have implemented business continuity and emergency response plans to continue to provide equipment rental services to our customers and to support our operations, while taking health and safety measures such as implementing worker distancing measures and using a remote workforce where possible.

There can be no assurance that the continued spread of COVID-19 and efforts to contain the virus (including, but not limited to, vaccination, social distancing policies, restrictions on travel and reduced operations and extended closures of many businesses and institutions, including our customers) will not materially impact our results of operations and financial position.

In particular, the continued spread of COVID-19 and efforts to contain the virus could:

- impact customer demand for equipment rentals;

- reduce the availability and productivity of our employees (including by requiring temporary branch closures in the event that positive tests for COVID-19 are identified);

- cause us to experience an increase in costs as a result of our emergency and business continuity measures, delayed payments from our customers and uncollectable accounts;

- impact our cost of, and ability to access, funds from financial institutions and capital markets on terms favorable to us, or at all;

- impact our ability to complete previously announced strategic plans, including our share repurchase program, on time, or at all; and

- cause other unpredictable events.

The situation surrounding COVID-19 remains fluid and the likelihood of an impact on us that could be material increases the longer the virus impacts activity levels in the locations in which we operate.

In particular, a delay in wide distribution of a vaccine, or a lack of public acceptance of a vaccine, could lead people to continue to self-isolate and not participate in the economy at pre-pandemic levels for a prolonged period of time.

Further, even if a vaccine is widely distributed and accepted, there can be no assurance that the vaccine will ultimately be successful in limiting or stopping the spread of COVID-19.

Even after the COVID-19 pandemic subsides, the U.S. economy and other major global economies may experience a recession, and we anticipate our business and operations could be materially adversely affected by a prolonged recession in the U.S. and other major markets.

Therefore, it remains difficult to predict the potential impact of the virus on our results of operations and financial position.

In addition, to the extent that COVID-19 adversely affects our results of operations or financial position, it may also heighten the other risks described in this Item 1A-Risk Factors.

Additionally, potential climate change regulation, including a potential carbon tax, could adversely affect the level of exploration, development and production activity of certain of our customers and the demand for our services and products.

Additionally, potential climate change regulation, including a potential carbon tax, could increase the overall cost of fuel to us and have a material adverse effect on us.

Risks Related to our Indebtedness and Liquidity

- restricting our ability to move operating cash flows to Holdings.

Risks Related to our Strategic Transactions and Investments

Risks Related to our Securities

- excess fleet in the equipment rental industry;

In January 2020, our Board of Directors authorized a share repurchase program, which commenced in the first quarter of 2020 and was intended to run for 12 months.

Through March 18, 2020, when the program was paused due to the COVID-19 pandemic, we repurchased $257 million of common stock under the program.

We are currently unable to estimate when, or if, the program will be restarted, and we expect to provide an update at a future date.

Operational Risks

While delinquencies and credit losses did not materially increase during 2020, they may increase in the future if economic conditions worsen as a result of the COVID-19 pandemic or otherwise.

We have been pursuing a strategy of reducing core operating expenses, including overtime and temporary labor costs, in response to the COVID-19 pandemic.

During the COVID-19 pandemic, we face increased cybersecurity risks due to our reliance on internet technology and the number of our employees who are working remotely, which could strain our technology resources or create additional opportunities for cybercriminals to exploit vulnerabilities.

In addition, countries such as the United Kingdom (the “UK”) have implemented the GDPR through their own legislation, for example, the UK Data Protection Act 2018.

In addition, effective December 31, 2020, the UK officially withdrew its membership from the European Union (“Brexit”).

Climate change, climate change regulations and greenhouse effects may materially adversely impact our operations and markets.

Climate change and its association with greenhouse gas emissions is receiving increased attention from the scientific and political communities.

The U.S. federal government, certain U.S. states and certain other countries and regions have adopted or are considering legislation or regulation imposing overall caps or taxes on greenhouse gas emissions from certain sectors or facility categories, among other matters.

Such new laws or regulations, or stricter enforcement of existing laws and regulations, could increase the costs of operating our businesses, reduce the demand for our products and services and impact the prices we charge our customers, any or all of which could adversely affect our results of operations.

Our industry experienced a decline in construction and industrial activity as a result of the economic downturn that commenced in the latter part of 2008 and continued through 2010.

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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.

In January 2020, our Board of Directors authorized a new share repurchase program.

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

Factors affecting the prices of oil and natural gas include:

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

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

| • | weather conditions and natural disasters; |

| • | worldwide political, military and economic conditions; |

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

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

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

| • | potential acceleration of the development of alternative fuels. |

In addition, the requirements

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

In addition, on March 29, 2017, the United Kingdom (the “UK”) government triggered article 50 of the Treaty on European Union (“Brexit”).

This officially confirmed the UK’s intention to withdraw its membership from the EU and the start 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.

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.

Uncertainty over whether the UK will ultimately withdraw from the EU, 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.

As of December 31, [removed: 2019,] [added: 2020,] we had an aggregate of [removed: $3.5] [added: $2.6] 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: 2019] [added: 2020] under these facilities.

As of December 31, [removed: 2019,] [added: 2020,] based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately [removed: $27] [added: $20] for each one percentage point increase in the interest rates applicable to our variable rate debt.

At December 31, [removed: 2019,] [added: 2020,] we had an aggregate of [removed: $7.9] [added: $7.1] billion of indebtedness that bears interest at fixed rates.

A one percentage point decrease in market interest rates as of December 31, [removed: 2019] [added: 2020] would increase the fair value of our fixed rate indebtedness by approximately [removed: six] [added: seven] percent.

[removed: As discussed in note 4 to the consolidated financial statements, in] [added: In] July 2018, we completed the acquisition of BakerCorp, which allowed for our entry into select European markets.

During the year ended December 31, [removed: 2019,] [added: 2020,] our foreign subsidiaries accounted for [removed: $817,] [added: $733,] or 9 percent, of our total revenue of [removed: $9.351] [added: $8.530] billion, and [removed: $62,] [added: $83,] or [removed: 4] [added: 7] percent, of our total pretax income of [removed: $1.514] [added: $1.139] billion.

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The table below presents key information about our business as of and for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

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

| PERFORMANCE MEASURES | | | | [added: | | | | | | | |]

| Total revenues (in millions) | [added: | | $8,530 | | | | | |] $9,351 | | [removed: $8,047] |

| Equipment rental revenue percent of total revenues | [added: | | 84% | | | | | |] 85% | | [removed: 86%] |

| Equipment rental revenue variance components: | | | | [added: | | | | | | | |]

| Year-over-year change in average OEC | [removed: 17.7%] | | [removed: 20.3%] | [added: | | | | | 4.9% | | |]

| Assumed year-over-year inflation impact (1) | [added: | |] (1.5)% | | [added: | | | |] (1.5)% | [added: | |]

| Fleet productivity (2) | [added: | | (6.9)% | | | | | |] (2.2)% | | [removed: 1.9%] |

| Contribution from ancillary and re-rent revenue (3) | [added: | | 0.3% | | | | | |] 0.8% | | [removed: 0.7%] |

| Total equipment rental revenue variance | [added: | | (10.3)% | | | | | |] 14.8% | | [removed: 21.4%] |

| [removed: *Pro] [added: Pro] forma equipment rentals variance components (4): | | | | [added: | | | | | | | |]

| Year-over-year change in average [removed: OEC] [added: original equipment cost (“OEC”)] | [removed: 4.9%] | | [removed: 6.6%] [added: (2.2)%] | [added: | | | | | 17.7% | | |]

| Fleet productivity (2) | [added: | | | | | | | |] 0.6% | | [removed: 5.0%] |

| Contribution from ancillary and re-rent revenue (3) | [added: | | | | | | | |] 0.1% | | [removed: 0.4%] |

| Total equipment rental revenue variance | [added: | | | | | | | |] 4.1% | | [removed: 10.5%] |

| Key account percent of equipment rental revenue | [added: | | 74% | | | | | |] 72% | | [removed: 71%] |

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

| FLEET | | | | [added: | | | | | | | |]

| Fleet [removed: original equipment cost (“OEC”)] [added: OEC] (in billions) | [added: | | $13.78 | | | | | |] $14.63 | | [removed: $14.18] |

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

| Equipment units | [added: | | 615,000 | | | | | |] 665,000 | | [removed: 660,000] |

| Fleet age in months | [added: | | 54.5 | | | | | |] 49.5 | | [removed: 47.9] |

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

| Equipment rental revenue percent by fleet type: | | | | [added: | | | | | | | |]

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

| Aerial work platforms | [removed: 28%] | | [added: 27% | | | | | |] 28% | [added: | |]

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

| Power and HVAC (heating, ventilating and air conditioning) equipment | [removed: 8%] | | [added: 9% | | | | | |] 8% | [added: | |]

| Trench safety equipment | [added: | |] 6% | | [added: | | | |] 6% | [added: | |]

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

| LOCATIONS/PERSONNEL | | | | [added: | | | | | | | |]

| Rental locations | [added: | | 1,165 | | | | | |] 1,175 | | [removed: 1,197] |

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

| Approximate [removed: number] [added: range] of districts per region | [added: | | 5-10 | | | | | |] 4-9 | | [removed: 6-10] |

| Total employees | [added: | | 18,250 | | | | | |] 19,100 | | [removed: 18,500] |

| INDUSTRY | | | | [added: | | | | | | | |]

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

| Estimated North American equipment rental industry revenue [added: (decline)] growth [added: (2)] | [added: | | (12)% | | | | | |] 5% | | [removed: 7%] |

| [removed: 2020] [added: 2021] projected North American industry equipment rental revenue growth | [removed: 3%] | | [added: 2% | | | | | |] \- | [added: | |]

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| | | | 2020 | | | | | | 2019 | | |

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

| Hourly employees | | | 12,550 | | | | | | 13,400 | | |

| Salaried employees | | | 5,700 | | | | | | 5,700 | | |

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(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.

The negative fleet productivity for 2020 includes the impact of the novel coronavirus (“COVID-19”), which resulted in rental volume declines in response to shelter-in-place orders and other market restrictions, as discussed further below.

The 2020 decline in North American equipment rental industry revenue also includes the impact of COVID-19 (see "Industry Overview and Economic Outlook" below for further discussion).

The pro forma information includes the standalone, pre-acquisition results of BakerCorp and BlueLine.

The pro forma components are not reflected above for 2020 versus 2019 because BakerCorp and BlueLine are fully reflected in our results for these periods.

COVID-19

COVID-19 was first identified in people in late 2019.

COVID-19 spread rapidly throughout the world and, in March 2020, the World Health Organization characterized COVID-19 as a pandemic.

The COVID-19 pandemic has significantly disrupted supply chains and businesses around the world.

The extent and duration of the COVID-19 impact, on the operations and financial position of United Rentals, and on the global economy, is uncertain.

See "Industry Overview and Economic Outlook" below for a discussion of market performance in 2020.

The health and safety of our employees and customers remains our top priority, and we have also engaged in extensive contingency planning to manage the business impact of the pandemic.

Prior to mid-March 2020, our results were largely in line with expectations.

We began to experience a decline in revenues in March 2020, when rental volume declined in response to shelter-in-place orders and other market restrictions.

COVID-19 is discussed in more detail throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Human Capital

The Company’s key human capital management objectives are to attract, retain and develop talent to deliver on the Company’s strategy.

The results of BakerCorp and BlueLine subsequent to their acquisition dates are reflected in the table below.

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| | 2019 | | 2018 |

| United Rentals equipment pro forma rental revenue increase (4) | 4.1% | | 10.5% |

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| (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. |

| (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. |

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

In 2020, we expect to continue our disciplined focus on increasing our profitability and return on invested capital.

In particular, our strategy calls for:

| • | *A continued focus on Project XL,* which is a set of eight specific work streams focused on driving profitable growth through revenue opportunities and generating incremental profitability through cost savings across our business; |

In 2019, our full year rental revenue increased by 14.8 percent year-over-year, including the impact of the BakerCorp and BlueLine acquisitions.

On a pro forma basis including the standalone, pre-acquisition results of BakerCorp and BlueLine, equipment rental revenue increased 4.1 percent year-over-year.

In 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.

The recently completed BakerCorp acquisition added 11 European locations in France, Germany, the United Kingdom and the Netherlands to our branch network.

Employee Training Programs*.* We are dedicated to providing training and development opportunities to our employees.

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[removed: FORM 10-K][added: FORM 10-K]

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

FOR THE FISCAL YEAR [removed: ENDED DECEMBER] [added: ENDED DECEMBER] 31, [removed: 2019][added: 2020]

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

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

| Delaware | [added: | |] 06-1522496 | [added: | |]

| Delaware | [added: | |] 86-0933835 | [added: | |]

| (States of Incorporation) | [added: | |] (I.R.S. Employer Identification Nos.) | [added: | |]

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

| Stamford | | [added: | | | |]

| Connecticut | [added: | |] 06902 | [added: | |]

| (Address of Principal Executive Offices) | [added: | |] (Zip Code) | [added: | |]

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

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

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

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

| Large Accelerated Filer | | [added: | | | |] ☑ | [added: | |] Accelerated Filer | | [added: | | | |] ☐ | [added: | |]

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

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

As of June 30, [removed: 2019] [added: 2020] there were [removed: 77,431,831] [added: 72,078,661] 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: 2019] [added: 2020] was approximately [removed: $9.10] [added: $9.44] billion, calculated by using the closing price of the common stock on such date on the New York Stock Exchange of [removed: $132.63.][added: $149.04.]

As of January [removed: 27, 2020,] [added: 25, 2021,] there were [removed: 74,375,477] [added: 72,199,276] shares of United Rentals, Inc. common stock outstanding.

Documents incorporated by reference: Portions of United Rentals, Inc.’s Proxy Statement related to the [removed: 2020] [added: 2021] Annual Meeting of Stockholders, which is expected to be filed with the Securities and Exchange Commission on or before March [removed: 24, 2020,] [added: 23, 2021,] are incorporated by reference into Part III of this annual report.

| 10-K Part and Item No. | | [added: | | | |] Page No. | [added: | |]

| PART I | | | [added: | | | | | |]

| Item 1 | [removed: [Business](#s4EBD3D0629395B26805E803FED72D23E)] | [removed: [1](#s4EBD3D0629395B26805E803FED72D23E)] | [added: [Business](#i2d21262af90c462eafb029fc0953d1fd_16) | | | [1](#i2d21262af90c462eafb029fc0953d1fd_16) | | |]

| Item 1A | [added: | |] [Risk [removed: Factors](#sEE3183B55144595C97CA1E6A57450BC0)] [added: Factors](#i2d21262af90c462eafb029fc0953d1fd_19)] | [removed: [8](#sEE3183B55144595C97CA1E6A57450BC0)] | [added: | [9](#i2d21262af90c462eafb029fc0953d1fd_19) | | |]

| Item 1B | [added: | |] [Unresolved Staff [removed: Comments](#s0104F5BF50F857CDAFC992B6254F9DCA)] [added: Comments](#i2d21262af90c462eafb029fc0953d1fd_22)] | [removed: [19](#s0104F5BF50F857CDAFC992B6254F9DCA)] | [added: | [22](#i2d21262af90c462eafb029fc0953d1fd_22) | | |]

| Item 2 | [removed: [Properties](#sF5753CF6ADAE5400AC9DA641EBB58437)] | [removed: [19](#sF5753CF6ADAE5400AC9DA641EBB58437)] | [added: [Properties](#i2d21262af90c462eafb029fc0953d1fd_25) | | | [22](#i2d21262af90c462eafb029fc0953d1fd_25) | | |]

| Item 3 | [added: | |] [Legal [removed: Proceedings](#sC380281B4EF85EBF9A9B1B61ED9E8A0C)] [added: Proceedings](#i2d21262af90c462eafb029fc0953d1fd_28)] | [removed: [20](#sC380281B4EF85EBF9A9B1B61ED9E8A0C)] | [added: | [23](#i2d21262af90c462eafb029fc0953d1fd_28) | | |]

| Item 4 | [added: | |] [(Removed and [removed: Reserved)](#s41266F15422A5F45AD6BB9ED66C3FBD7)] [added: Reserved)](#i2d21262af90c462eafb029fc0953d1fd_31)] | [removed: [20](#s41266F15422A5F45AD6BB9ED66C3FBD7)] | [added: | [23](#i2d21262af90c462eafb029fc0953d1fd_31) | | |]

| PART II | | | [added: | | | | | |]

| Item 5 | [added: | |] [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s005458CA52535AF6A42F0316605DDF4E)] [added: Securities](#i2d21262af90c462eafb029fc0953d1fd_37)] | [removed: [20](#s005458CA52535AF6A42F0316605DDF4E)] | [added: | [23](#i2d21262af90c462eafb029fc0953d1fd_37) | | |]

| Item 6 | [added: | |] [Selected Financial [removed: Data](#s6ED32D6A901053EF8F62995752C2D940)] [added: Data](#i2d21262af90c462eafb029fc0953d1fd_40)] | [removed: [21](#s6ED32D6A901053EF8F62995752C2D940)] | [added: | [24](#i2d21262af90c462eafb029fc0953d1fd_40) | | |]

| Item 7 | [added: | |] [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s8BBEE9EBEAA6586480EA8BD1B5025952)] [added: Operations](#i2d21262af90c462eafb029fc0953d1fd_43)] | [removed: [22](#s8BBEE9EBEAA6586480EA8BD1B5025952)] | [added: | [26](#i2d21262af90c462eafb029fc0953d1fd_43) | | |]

| Item 7A | [added: | |] [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s34CA314ECF46553DA11B2A0DEBB8ADF2)] [added: Risk](#i2d21262af90c462eafb029fc0953d1fd_52)] | [removed: [39](#s34CA314ECF46553DA11B2A0DEBB8ADF2)] | [added: | [46](#i2d21262af90c462eafb029fc0953d1fd_52) | | |]

| Item 8 | [added: | |] [Financial Statements and Supplementary [removed: Data](#s14889860C11B5DB8A696D4FC2FE7B981)] [added: Data](#i2d21262af90c462eafb029fc0953d1fd_55)] | [removed: [40](#s14889860C11B5DB8A696D4FC2FE7B981)] | [added: | [48](#i2d21262af90c462eafb029fc0953d1fd_55) | | |]

| Item 9 | [added: | |] [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sFA50512145F15AB7AC240B82D4C9BC31)] [added: Disclosure](#i2d21262af90c462eafb029fc0953d1fd_175)] | [removed: [92](#sFA50512145F15AB7AC240B82D4C9BC31)] | [added: | [88](#i2d21262af90c462eafb029fc0953d1fd_175) | | |]

| Item 9A | [added: | |] [Controls and [removed: Procedures](#sD256F82232695FDA8CA7D5458EC59338)] [added: Procedures](#i2d21262af90c462eafb029fc0953d1fd_178)] | [removed: [92](#sD256F82232695FDA8CA7D5458EC59338)] | [added: | [88](#i2d21262af90c462eafb029fc0953d1fd_178) | | |]

| Item 9B | [added: | |] [Other [removed: Information](#sC9C338C4F47259479CA80A02DEC2FD6B)] [added: Information](#i2d21262af90c462eafb029fc0953d1fd_187)] | [removed: [94](#sC9C338C4F47259479CA80A02DEC2FD6B)] | [added: | [91](#i2d21262af90c462eafb029fc0953d1fd_187) | | |]

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☑ No ☐

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- uncertainty regarding the length of time it will take for the coronavirus (COVID-19) pandemic to subside, including the time it will take for vaccines to be broadly distributed and accepted in the United States and the rest of the world, and the effectiveness of such vaccines in slowing or stopping the spread of COVID-19 and mitigating the economic effects of the pandemic;

- the impact of the COVID-19 pandemic on global economic conditions, including the impact of the various measures that have been implemented to protect public health, many of which have reduced demand for equipment rentals;

- the impact of global economic conditions (including potential trade wars) and public health crises and epidemics, such as COVID-19, on us, our customers and our suppliers, in the United States and the rest of the world;

- excess fleet in the equipment rental industry, including as a result of reduced demand for fleet due to the impacts of COVID-19 on our customers;

- risks related to climate change and climate change regulation;

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| • | overcapacity of fleet in the equipment rental industry; |

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

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As of January 1, [removed: 2020,] [added: 2021,] we operated [removed: 1,175] [added: 1,165] rental locations.

[removed: 1,024] [added: 1,018] of these locations are in the United States, [removed: 140] [added: 136] are in Canada and 11 are in Europe.

| | | | [added: | | | | | |] United States | | | [added: | | | | | |]

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

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

| ● | [added: | |] Arizona (GR 14, TPF 5) | [added: | |] ● | [added: | |] Massachusetts (GR 14, TPF 4) | [added: | |] ● | [added: | |] Pennsylvania (GR 19, TPF [removed: 7)] [added: 6)] | [added: | |]

| ● | [added: | |] Arkansas (GR [removed: 13,] [added: 12,] TPF 1) | [added: | |] ● | [added: | |] Michigan (GR [removed: 8,] [added: 9,] TPF 4) | [added: | |] ● | [added: | |] Puerto Rico (GR 2) | [added: | |]

| ● | [added: | |] California (GR 79, TPF [removed: 32)] [added: 34)] | [added: | |] ● | [added: | |] Minnesota (GR 10, TPF 3) | [added: | |] ● | [added: | |] Rhode Island (GR [removed: 2, TPF 1)] [added: 2)] | [added: | |]

| ● | [added: | |] Colorado (GR 13, TPF [removed: 4)] [added: 5)] | [added: | |] ● | [added: | |] Mississippi (GR [removed: 13,] [added: 12,] TPF [removed: 2)] [added: 1)] | [added: | |] ● | [added: | |] South Carolina (GR [removed: 17,] [added: 19,] TPF [removed: 8)] [added: 7)] | [added: | |]

| ● | [added: | |] Connecticut (GR 6, TPF 2) | [added: | |] ● | [added: | |] Missouri (GR [removed: 13,] [added: 14,] TPF 4) | [added: | |] ● | [added: | |] South Dakota (GR 2) | [added: | |]

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

| ● | [added: | |] Florida (GR [removed: 42,] [added: 41,] TPF [removed: 24)] [added: 23)] | [added: | |] ● | [added: | |] Nebraska (GR 2, TPF 1) | [added: | |] ● | [added: | |] Texas (GR [removed: 120,] [added: 118,] TPF [removed: 32)] [added: 33)] | [added: | |]

| ● | [added: | |] Georgia (GR [removed: 36,] [added: 34,] TPF 8) | [added: | |] ● | [added: | |] Nevada (GR [removed: 9,] [added: 7,] TPF 4) | [added: | |] ● | [added: | |] Utah (GR 3, TPF 3) | [added: | |]

| ● | [added: | |] Idaho (GR [removed: 2)] [added: 3)] | [added: | |] ● | [added: | |] New Hampshire (GR 1, TPF 1) | [added: | |] ● | [added: | |] Vermont (GR 2) | [added: | |]

| ● | [added: | |] Illinois (GR [removed: 14,] [added: 15,] TPF 8) | [added: | |] ● | [added: | |] New Jersey (GR [removed: 9,] [added: 10,] TPF [removed: 7)] [added: 6)] | [added: | |] ● | [added: | |] Virginia (GR 22, TPF 8) | [added: | |]

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

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

| ● | [added: | |] Kansas (GR 12, TPF 2) | [added: | |] ● | [added: | |] North Carolina (GR 27, TPF [removed: 8)] [added: 9)] | [added: | |] ● | [added: | |] Wisconsin (GR 8, TPF 1) | [added: | |]

| ● | [added: | |] Kentucky (GR [removed: 10,] [added: 11,] TPF 1) | [added: | |] ● | [added: | |] North Dakota (GR 5) | [added: | |] ● | [added: | |] Wyoming (GR 4) | [added: | |]

| ● | [added: | |] Louisiana (GR 34, TPF 13) | [added: | |] ● | [added: | |] Ohio (GR [removed: 17,] [added: 16,] TPF 8) | | | [added: | | | | | |]

| | [added: | |] Canada | | [added: | | | |] Europe | | | [added: | | | | | |]

| ● | [added: | |] Alberta (GR [removed: 27,] [added: 24,] TPF 9) | [added: | |] ● | [added: | |] France (TPF 4) | | | [added: | | | | | |]

| ● | [added: | |] British Columbia (GR [removed: 23,] [added: 22,] TPF 5) | [added: | |] ● | [added: | |] Germany (TPF 4) | | | [added: | | | | | |]

| ● | [added: | |] Manitoba (GR 5) | [added: | |] ● | [added: | |] Netherlands (TPF 1) | | | [added: | | | | | |]

| ● | [added: | |] New Brunswick (GR 6, TPF 1) | [added: | |] ● | [added: | |] United Kingdom (TPF 2) | | | [added: | | | | | |]

| ● | [added: | |] Newfoundland (GR 6) | | | | | [added: | | | | | | | | | |]

| ● | [added: | |] Nova Scotia (GR 4, TPF 1) | | | | | [added: | | | | | | | | | |]

| ● | [added: | |] Ontario (GR [removed: 27,] [added: 28,] TPF [removed: 6)] [added: 5)] | | | | | [added: | | | | | | | | | |]

| ● | [added: | |] Prince Edward Island (GR 1) | | | | | [added: | | | | | | | | | |]

| ● | [added: | |] Quebec (GR 7, TPF 3) | | | | | [added: | | | | | | | | | |]

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

We own [removed: 115] [added: 114] of our branch locations and lease the other branch locations.

We have a fleet of approximately [removed: 12,500] [added: 11,800] vehicles.

Approximately [removed: 37] [added: 41] percent of this fleet is leased and the balance is owned.

Further, we maintain [removed: shared-service facilities in Tampa, Florida, where we occupy approximately 31,000 square feet under] a [removed: lease that expires in 2020 and] [added: shared-service facility] in Charlotte, North Carolina, where we occupy approximately [removed: 55,000] [added: 100,000] square feet under a lease that expires in [removed: 2020.][added: 2031.]

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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.

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Holdings’ common stock trades on the New York Stock Exchange under the symbol “URI.” As of January 1, [removed: 2020,] [added: 2021,] there were 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: 2019:][added: 2020:]

| Period | [added: | |] Total Number [removed: of Shares] [added: of Shares] Purchased | | | [added: | | |] Average [removed: Price Paid] [added: Price Paid] Per Share | | | | [added: | |] Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | | [added: | | | | Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (2) | | |]

[removed: | (1) | In October 2019, November 2019 and December 2019, 2,653, 3,601 and 11,556 shares, respectively,] [added: (1)All shares purchased] were withheld by Holdings to satisfy tax withholding obligations upon the vesting of restricted stock unit awards. [removed: These shares were not acquired pursuant to any repurchase plan or program. |]

[removed: | (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] [added: (2)On] January [added: 28,] 2020, our Board authorized a [removed: new] $500 million share repurchase program, which [removed: will commence] [added: commenced] in the first quarter of 2020 and [removed: which we intend] [added: was intended] to [removed: complete over twelve] [added: run for 12] months. [removed: |]

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| October 1, 2020 to October 31, 2020 | | | 23,435 | | | (1) | | | $ | 179.41 | | | | | — | | | | | | | | |

| November 1, 2020 to November 30, 2020 | | | 770 | | | (1) | | | $ | 178.33 | | | | | — | | | | | | | | |

| December 1, 2020 to December 31, 2020 | | | 5,638 | | | (1) | | | $ | 242.47 | | | | | — | | | | | | | | |

| Total | | | 29,843 | | | | | | $ | 191.29 | | | | | $ | — | | | | | $ | 243,081,785 | |

These shares were not acquired pursuant to any repurchase plan or program.

The program was paused on March 18, 2020 due to the COVID-19 pandemic.

We are currently unable to estimate when, or if, the program will be restarted, and we expect to provide an update at a future date.

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| 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 | |

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The following selected financial data reflects the results of operations and balance sheet data as of and for the years ended December 31, [removed: 2015] [added: 2016] to [removed: 2019.][added: 2020.]

[removed: | • |] [added: -] In April 2017, we completed the acquisition of NES Rentals Holdings II, Inc. (“NES”). [removed: NES had annual revenues of approximately $369; |]

[removed: | • |] [added: -] In October 2017, we completed the acquisition of Neff Corporation ("Neff"). [removed: Neff had annual revenues of approximately $413; |]

[removed: | • |] [added: -] In July 2018, we completed the acquisition of BakerCorp International Holdings, Inc. (“BakerCorp”). [removed: BakerCorp had annual revenues of approximately $295; and |]

[removed: | • |] [added: -] In October 2018, we completed the acquisition of Vander Holding Corporation and its subsidiaries (“BlueLine”). [removed: BlueLine had annual revenues of approximately $786. |]

See note [removed: 4] [added: 5] to [removed: the] [added: our] consolidated financial statements for additional [removed: detail on the BakerCorp and BlueLine acquisitions.][added: information.]

| | [added: | |] Year Ended December 31, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| [added: 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [added: | |] 2017 | | | | [removed: 2016] | | [added: 2016] | | [removed: 2015] | | | |

| (in millions, except per share data) | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Income statement data: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Total revenues [added: (1)] | [added: | |] $ | [removed: 9,351] [added: 8,530] | | | [added: | |] $ | [removed: 8,047] [added: 9,351] | | | [added: | |] $ | [removed: 6,641] [added: 8,047] | | | [added: | |] $ | [removed: 5,762] [added: 6,641] | | | [added: | |] $ | [removed: 5,817] [added: 5,762] | |

| Total cost of revenues | [added: | | 5,347 | | | | | |] 5,681 | | | | [added: | |] 4,683 | | | | [removed: 3,872] | | [added: 3,872] | | [removed: 3,359] | | | | [removed: 3,337] [added: 3,359] | | |

| Gross profit | [added: | | 3,183 | | | | | |] 3,670 | | | | [added: | |] 3,364 | | | | [removed: 2,769] | | [added: 2,769] | | [removed: 2,403] | | | | [removed: 2,480] [added: 2,403] | | |

| Selling, general and administrative expenses | [added: | | 979 | | | | | |] 1,092 | | | | [added: | |] 1,038 | | | | [removed: 903] | | [added: 903] | | [removed: 719] | | | | [removed: 714] [added: 719] | | |

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

| Restructuring charge | [added: | | 17 | | | | | |] 18 | | | | [added: | |] 31 | | | | [removed: 50] | | [added: 50] | | [removed: 14] | | | | [removed: 6] [added: 14] | | |

| Non-rental depreciation and amortization | [added: | | 387 | | | | | |] 407 | | | | [added: | |] 308 | | | | [removed: 259] | | [added: 259] | | [removed: 255] | | | | [removed: 268] [added: 255] | | |

| Operating income | [added: | | 1,800 | | | | | |] 2,152 | | | | [added: | |] 1,951 | | | | [removed: 1,507] | | [added: 1,507] | | [removed: 1,415] | | | | [removed: 1,518] [added: 1,415] | | |

| Interest expense, net | [added: | | 669 | | | | | |] 648 | | | | [added: | |] 481 | | | | [removed: 464] | | [added: 464] | | [removed: 511] | | | | [removed: 567] [added: 511] | | |

| Other income, net | [removed: (10] | | [removed: )] [added: (8)] | | [removed: (6] | | [removed: )] | | [removed: (5] [added: (10)] | | [removed: )] | | [removed: (5] | | [removed: )] [added: (6)] | | [removed: (12] | | [removed: )] | [added: | (5) | | | | | | (5) | | |]

| Income before provision (benefit) for income taxes | [added: | | 1,139 | | | | | |] 1,514 | | | | [added: | |] 1,476 | | | | [removed: 1,048] | | [added: 1,048] | | [removed: 909] | | | | [removed: 963] [added: 909] | | |

| Provision (benefit) for income taxes [removed: (1)] [added: (2)] | [added: | | 249 | | | | | |] 340 | | | | [added: | |] 380 | | | | [removed: (298] | | [removed: )] [added: (298)] | | [removed: 343] | | | | [removed: 378] [added: 343] | | |

| Net income [removed: (1)] [added: (2)] | [added: | | 890 | | | | | |] 1,174 | | | | [added: | |] 1,096 | | | | [removed: 1,346] | | [added: 1,346] | | [removed: 566] | | | | [removed: 585] [added: 566] | | |

| Basic earnings per share [removed: (1)] [added: (2)] | [added: | |] $ | [removed: 15.18] [added: 12.24] | | | [added: | |] $ | [removed: 13.26] [added: 15.18] | | | [added: | |] $ | [removed: 15.91] [added: 13.26] | | | [added: | |] $ | [removed: 6.49] [added: 15.91] | | | [added: | |] $ | [removed: 6.14] [added: 6.49] | |

| Diluted earnings per share [removed: (1)] [added: (2)] | [added: | |] $ | [removed: 15.11] [added: 12.20] | | | [added: | |] $ | [removed: 13.12] [added: 15.11] | | | [added: | |] $ | [removed: 15.73] [added: 13.12] | | | [added: | |] $ | [removed: 6.45] [added: 15.73] | | | [added: | |] $ | [removed: 6.07] [added: 6.45] | |

[removed: (1)2017] [added: (2)2017] includes the significant impact of the enactment of the Tax Cuts and Jobs Act (the "Tax [removed: Act") discussed further in note 14 to the consolidated financial statements.][added: Act").]

The Tax Act reduced the U.S. federal statutory tax rate from 35 percent to 21 [removed: percent.][added: percent, and years subsequent to 2017 reflect the lower tax rate.]

| | [added: | |] December 31, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |

| | [added: | |] (in millions) | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| Balance sheet data: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Total assets | [added: | |] $ | [removed: 18,970] [added: 17,868] | | | [added: | |] $ | [removed: 18,133] [added: 18,970] | | | [added: | |] $ | [removed: 15,030] [added: 18,133] | | | [added: | |] $ | [removed: 11,988] [added: 15,030] | | | [added: | |] $ | [removed: 12,083] [added: 11,988] | |

| Total debt | [added: | | 9,682 | | | | | |] 11,428 | | | | [added: | |] 11,747 | | | | [removed: 9,440] | | [added: 9,440] | | [removed: 7,790] | | | | [removed: 8,162] [added: 7,790] | | |

| Stockholders’ equity | [added: | | 4,545 | | | | | |] 3,830 | | | | [added: | |] 3,403 | | | | [removed: 3,106] | | [added: 3,106] | | [removed: 1,648] | | | | [removed: 1,476] [added: 1,648] | | |

[removed: Item 7.][added: See "Item 1.]

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

We are the largest equipment rental company in the world, with an integrated network of [removed: 1,175] [added: 1,165] rental locations in the U.S., Canada and Europe.

[removed: As discussed in note 4 to the consolidated financial statements, in] [added: In] July 2018, we completed the acquisition of BakerCorp, which allowed for our entry into select European markets.

These include a fleet of rental equipment with a total original equipment cost (“OEC”) of [removed: $14.6] [added: $13.8] 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.

In [removed: 2019,] [added: 2020,] equipment rental revenues represented [removed: 85] [added: 84] percent of our total revenues.

Neff had annual revenues of approximately $413;

BlueLine had annual revenues of approximately $786.

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(1)As discussed in more detail throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the 2020 decline in revenue includes the impact of the novel coronavirus (“COVID-19”), which resulted in volume declines in response to shelter-in-place orders and other market restrictions.

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COVID-19

As discussed in note 1 to our consolidated financial statements, the COVID-19 pandemic has significantly disrupted supply chains and businesses around the world.

The extent and duration of the COVID-19 impact, on the operations and financial position of United Rentals, and on the global economy, is uncertain.

Business- Industry Overview and Economic Outlook" above for a discussion of market performance in 2020.

Prior to mid-March 2020, our performance was largely in line with expectations.

In early-March, we initiated contingency planning ahead of the impact of COVID-19 on our end-markets.

This planning has focused on five key work-streams that are the basis for our crisis response plan:

1.Ensuring the safety and well-being of our employees and customers: Above all else, we are committed to ensuring the health, safety and well-being of our employees and customers.

We have implemented a variety of COVID-19 safety measures, including ensuring that branches have sufficient and adequate personal protection equipment.

We have also implemented appropriate social distancing practices, and increased disinfecting of equipment and facilities.

2.Leveraging our competitive advantages to support the needs of customers: We have made modifications to enhance safety measures in our operating processes and protocols that support the needs of our customers.

Additionally, our digital capabilities allow customers to perform fully contactless transactions.

3.Disciplined capital expenditures: We have a substantial degree of flexibility in managing our capital expenditures and fleet capacity.

4.Controlling core operating expenses: A significant portion of our cash operating costs are variable in nature.

Since March 2020, we have significantly reduced overtime and temporary labor primarily in response to the impact of COVID-19.

Furthermore, we continue to leverage our current capacity to reduce the need for third-party delivery and repair services, and minimize other discretionary expenses across general and administrative areas.

5.Proactively managing the balance sheet with a focus on liquidity: We are focused on ensuring that we maintain ample liquidity to meet our business needs as the impact of COVID-19 evolves.

As a result, our current $500 share repurchase program was paused in mid-March 2020.

At December 31, 2020, our total liquidity was $3.073 billion, comprised of cash and cash equivalents, and availability under the ABL and accounts receivable securitization facilities.

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2019 and 2018 reflect a lower effective tax rate than the years prior to the enactment of the Tax Act.

In 2020, we expect to continue our disciplined focus on increasing our profitability and return on invested capital.

| • | *A continued focus on Project XL,* which is a set of eight specific work streams focused on driving profitable growth through revenue opportunities and generating incremental profitability through cost savings across our business; |

In 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.

| • | Equipment rentals increased 14.8 percent and 4.1 percent year-over-year, on an actual and a pro forma basis, respectively; |

| • | Average OEC increased 17.7 percent and 4.9 percent year-over-year, on an actual and a pro forma basis, respectively; |

| • | 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; |

| • | The number of rental locations in our higher margin trench, power and fluid solutions (also referred to as "specialty") segment increased by 27 year-over-year primarily due to acquisitions and cold starts. |

| • | Amended and extended our accounts receivable securitization facility. |

As of December 31, 2019, we had available liquidity of $2.143 billion, including cash and cash equivalents of $52.

The Tax Act reduced the U.S. federal statutory tax rate from 35 percent to 21 percent, and 2019 and 2018 reflect the lower tax rate.

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Net income and diluted earnings per share for each of the three years in the period ended December 31, 2019 include the after-tax impacts of the items below.

The reduced tax rates for 2019 and 2018 reflect the enactment of the Tax Act.

For the year ended December 31, 2018, EBITDA increased $733, or 25.3 percent, and adjusted EBITDA increased $699, or 22.1 percent.

As discussed above, we completed the acquisitions of NES, Neff, BakerCorp and BlueLine in April 2017, October 2017, July 2018 and October 2018, respectively, and EBITDA and adjusted EBITDA for 2018 include the impact of these acquisitions.

The increase in the EBITDA margin primarily reflects i) a decrease in selling, general and administrative ("SG&A") expense as a percentage of revenue primarily due to a reduction in salaries and bonuses as a percentage of revenue and ii) reduced merger related costs and restructuring charges.

The increase in the adjusted EBITDA margin primarily reflects a decrease in SG&A expense as a percentage of revenue primarily due to a reduction in salaries and bonuses as a percentage of revenue.

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| (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. |

and October 2017, respectively.

2018 total revenues of $8.0 billion increased 21.2 percent compared with 2017.

On a pro forma basis including the standalone, pre-acquisition results of NES, Neff, BakerCorp and BlueLine, equipment rentals increased 10.5 percent, primarily due to a 6.6 percent increase in average OEC and a fleet productivity increase of 5.0 percent, partially offset by the impact of inflation.

The fleet productivity increase reflected improving demand in many of our core markets.

Sales of rental equipment increased 20.7 percent primarily due to increased volume, driven by a significantly larger fleet size, in a strong used equipment market.

As noted above, average OEC increased 20.3 percent, which included the impact of the NES, Neff, BakerCorp and BlueLine acquisitions.

During the years ended December 31, 2019, 2018 and 2017, we recognized total additions, excluding acquisitions, to our allowances for doubtful accounts of $42, $45 and $40, respectively, primarily 1) as a reduction to equipment rental revenue (primarily for 2019 doubtful accounts associated with lease revenues) or 2) as bad debt expense within selling, general and administrative expenses in our consolidated statements of income.

If the carrying value of a reporting unit's net assets is less than its fair value, no indication of impairment exists and a second step is not performed.

In the second step, the impairment is calculated by comparing the implied fair value of the reporting unit's goodwill (as if purchase accounting were performed on the testing date) with the carrying amount of the goodwill.

If the carrying amount of the reporting unit's goodwill is greater than the implied fair value of its goodwill, an impairment loss must be recognized for the excess and charged to operations.

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

As discussed in note 4 to the consolidated financial statements, in July 2018, we completed the acquisition of BakerCorp, which added 11 European locations to our branch network.

The European locations are in our Fluid Solutions Europe reporting unit.

Such review includes an estimate of

We have audited the accompanying consolidated balance sheets of United Rentals, Inc. (“the Company”) as of December 31, [removed: 2019 and 2018,] [added: 2020] and [added: 2019,] 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: 2019,] [added: 2020,] 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 [removed: referred to above] present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] 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 [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] 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: 29, 2020] [added: 27, 2021] expressed an unqualified opinion thereon.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the [removed: U.S] [added: U.S.] federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

| | [added: | |] Valuation of Goodwill | [added: | |]

| *Description [removed: of* *the] [added: of the] Matter* | [added: | |] At December 31, [removed: 2019,] [added: 2020,] 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, [removed: EBITDA] [added: Earnings Before Interest, Taxes, Depreciation and Amortization (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 [removed: conditions.] [added: conditions, including the impact of COVID-19.] | [added: | |]

| *How We Addressed the Matter in Our Audit* | [added: | |] 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 [removed: 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 [removed: trends] [added: trends, including the impact of COVID-19,] 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. | [added: | |]

| | [added: | |] December 31, | | | | | | | [added: | |]

| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | |

| ASSETS | | | | | | | | [added: | | | |]

| Cash and cash equivalents | [added: | |] $ | [removed: 52] [added: 202] | | | [added: | |] $ | [removed: 43] [added: 52] | |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $103] [added: $108] at December 31, [removed: 2019] [added: 2020] and [removed: $93] [added: $103] at December 31, [removed: 2018] [added: 2019] | [removed: 1,530] | | [added: 1,315] | | [removed: 1,545] | | | [added: | 1,530 | | |]

| Inventory | [removed: 120] | | [added: 125] | | [removed: 109] | | | [added: | 120 | | |]

| Prepaid expenses and other assets | [removed: 140] | | [added: 375] | | [removed: 64] | | | [added: | 140 | | |]

| Total current assets | [removed: 1,842] | | [added: 2,017] | | [removed: 1,761] | | | [added: | 1,842 | | |]

| Rental equipment, net | [removed: 9,787] | | [added: 8,705] | | [removed: 9,600] | | | [added: | 9,787 | | |]

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

| Goodwill | [removed: 5,154] | | [added: 5,168] | | [removed: 5,058] | | | [added: | 5,154 | | |]

| Other intangible assets, net | [removed: 895] | | [added: 648] | | [removed: 1,084] | | | [added: | 895 | | |]

| Operating lease right-of-use assets [removed: (note 13)] | [removed: 669] | | [added: 688] | | [removed: —] | | | [added: | 669 | | |]

| Other long-term assets | [removed: 19] | | [added: 38] | | [removed: 16] | | | [added: | 19 | | |]

| Total assets | [added: | |] $ | [removed: 18,970] [added: 17,868] | | | [added: | |] $ | [removed: 18,133] [added: 18,970] | |

| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | [added: | | | |]

| Short-term debt and current maturities of long-term debt | [added: | |] $ | [removed: 997] [added: 704] | | | [added: | |] $ | [removed: 903] [added: 997] | |

| Accounts payable | [removed: 454] | | [added: 466] | | [removed: 536] | | | [added: | 454 | | |]

| Accrued expenses and other liabilities | [removed: 747] | | [added: 720] | | [removed: 677] | | | [added: | 747 | | |]

| Total current liabilities | [removed: 2,198] | | [added: 1,890] | | [removed: 2,116] | | | [added: | 2,198 | | |]

| Long-term debt | [removed: 10,431] | | [added: 8,978] | | [removed: 10,844] | | | [added: | 10,431 | | |]

| Deferred taxes | [removed: 1,887] | | [added: 1,768] | | [removed: 1,687] | | | [added: | 1,887 | | |]

| Operating lease liabilities [removed: (note 13)] | [removed: 533] | | [added: 549] | | [removed: —] | | | [added: | 533 | | |]

| Other long-term liabilities | [removed: 91] | | [added: 138] | | [removed: 83] | | | [added: | 91 | | |]

| Total liabilities | [removed: 15,140] | | [added: 13,323] | | [removed: 14,730] | | | [added: | 15,140 | | |]

| Common stock—$0.01 par value, 500,000,000 shares authorized, [removed: 113,825,667] [added: 114,210,157] and [removed: 74,362,195] [added: 72,196,648] shares issued and outstanding, respectively, at December 31, [removed: 2019] [added: 2020] and [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] | [added: | |] 1 | | | | [added: | |] 1 | | |

| Additional paid-in capital | [removed: 2,440] | | [added: 2,482] | | [removed: 2,408] | | | [added: | 2,440 | | |]

| Retained earnings | [removed: 5,275] | | [added: 6,165] | | [removed: 4,101] | | | [added: | 5,275 | | |]

| Treasury stock at [removed: cost—39,463,472] [added: cost—42,013,509] and [removed: 33,034,253] [added: 39,463,472] shares at December 31, [removed: 2019] [added: 2020] and December 31, [removed: 2018,] [added: 2019,] respectively | [removed: (3,700] | | [removed: )] [added: (3,957)] | | [removed: (2,870] | | [removed: )] | [added: | (3,700) | | |]

| Accumulated other comprehensive loss | [removed: (186] | | [removed: )] [added: (146)] | | [removed: (237] | | [removed: )] | [added: | (186) | | |]

| Total stockholders’ equity | [removed: 3,830] | | [added: 4,545] | | [removed: 3,403] | | | [added: | 3,830 | | |]

| Total liabilities and stockholders’ equity | [added: | |] $ | [removed: 18,970] [added: 17,868] | | | [added: | |] $ | [removed: 18,133] [added: 18,970] | |

| | [added: | |] Year Ended December 31, | | | | | | | | | | | [added: | | | |]

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There was no material tax impact related to the foreign currency translation adjustments during the years ended December 31, 2020, 2019 or 2018.

See note 14 to the consolidated financial statements for a discussion addressing our determination pertaining to the permanent reinvestment of unremitted foreign earnings.

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| | | | Common Stock | | | | | | | | | | | | Additional | | | | | | | | | | | | Treasury Stock | | | | | | | | | | | | Accumulated Other | | |

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

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| | | | Common Stock | | | | | | | | | | | | Additional | | | | | | | | | | | | Treasury Stock | | | | | | | | | | | | Accumulated Other | | |

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

| Net income | | | | | | | | | | | | | | | | | | | | | 890 | | | | | | | | | | | | | | | | | | | | |

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January 29, 2020

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There is no tax impact related to the foreign currency translation adjustments, as the earnings are considered permanently reinvested (see note 14 to the consolidated financial statements for further discussion addressing this determination).

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| Balance at January 1, 2017 | 84 | | | $ | 1 | | | $ | 2,288 | | | $ | 1,654 | | | 28 | | | $ | (2,077 | ) | | $ | (218 | ) |

| Neff acquisition | — | | | | | | | 7 | | | | | | | | | | | | | | | | | |

| Cumulative effect of a change in accounting for share-based payments | | | | | | | | | | | | 5 | | | | | | | | | | | | | |

(1)Includes net stock compensation expense as reported as a separate component in our consolidated statements of cash flows, and net stock compensation expense included in “Restructuring charge” as reported in our consolidated statements of cash flows.

1.

2.

If the carrying value of a reporting unit's net assets is less than its fair value, no indication of impairment exists and a second step is not performed.

In the second step, the impairment is calculated by comparing the implied fair value of the reporting unit's goodwill (as if purchase accounting were performed on the testing date) with the carrying amount of the goodwill.

If the carrying amount of the reporting unit's goodwill is greater than the implied fair value of its goodwill, an impairment loss must be recognized for the excess and charged to operations.

As discussed in note 4 to the consolidated financial statements, in July 2018, we completed the acquisition of BakerCorp, which added 11 European locations to our branch network.

The European locations are in our Fluid Solutions Europe reporting unit.

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

Topic 842 replaced Topic 840, which was the lease accounting standard in effect for the years ended December 31, 2018 and 2017.

The Tax Cuts and Jobs Act (the "Tax Act"), which was enacted in December 2017, had a substantial impact on our income tax benefit for the year ended December 31, 2017.

The Tax Act reduced the U.S. federal statutory tax rate from 35 percent to 21 percent and the years ended December 31, 2019 and 2018 reflect the decreased tax rate.

We continue to evaluate our plans for reinvestment or repatriation of unremitted foreign earnings and have not changed our previous indefinite reinvestment determination following the enactment of the Tax Act.

We have not repatriated funds to the U.S. to satisfy domestic liquidity needs, nor do we anticipate the need to do so.

We regularly review our cash positions and our determination of permanent reinvestment of foreign earnings.

The guidance will be effective for fiscal years and interim periods beginning after December 15, 2019.

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

The guidance requires prospective adoption and will be effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019.

We will adopt this guidance when effective, and it is not expected to have a significant impact on our financial statements.

See note 13 to our consolidated financial statements for a discussion of our lease accounting following our adoption of an updated FASB lease accounting standard in 2019.

3.

In May 2014, and in subsequent updates, the FASB issued guidance ("Topic 606") to clarify the principles for recognizing revenue.

Topic 606 replaced Topic 605, which was the revenue recognition standard in effect through December 31, 2017, as reflected in the table below.

We adopted Topic 606 on January 1, 2018.

Topic 606 includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

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).

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The Company’s management carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act, as of December 31, [removed: 2019.][added: 2020.]

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2019.][added: 2020.]

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: 2019.][added: 2020.]

Based on this assessment, our management has concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]

We have audited United Rentals, Inc.’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal [removed: Control - Integrated] [added: 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. [removed: (the “Company”)] [added: (“the Company”)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] 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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2019] [added: 2020, and the related notes] of the Company and our report dated January [removed: 29, 2020] [added: 27, 2021] expressed an unqualified opinion thereon.

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2019] [added: 2020] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

January 27, 2021

January 29, 2020

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The information required by this Item is incorporated by reference to the applicable information in our Proxy Statement related to the [removed: 2020] [added: 2021] Annual Meeting of Stockholders (the [removed: “2020] [added: “2021] Proxy Statement”), which is expected to be filed with the SEC on or before March [removed: 24, 2020.][added: 23, 2021.]

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The information required by this Item is incorporated by reference to the applicable information in the [removed: 2020] [added: 2021] Proxy Statement, which is expected to be filed with the SEC on or before March [removed: 24, 2020.][added: 23, 2021.]

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The information required by this Item is incorporated by reference to the applicable information in the [removed: 2020] [added: 2021] Proxy Statement, which is expected to be filed with the SEC on or before March [removed: 24, 2020.][added: 23, 2021.]

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The information required by this Item is incorporated by reference to the applicable information in the [removed: 2020] [added: 2021] Proxy Statement, which is expected to be filed with the SEC on or before March [removed: 24, 2020.][added: 23, 2021.]

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The information required by this Item is incorporated by reference to the applicable information in the [removed: 2020] [added: 2021] Proxy Statement, which is expected to be filed with the SEC on or before March [removed: 24, 2020.][added: 23, 2021.]

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United Rentals, Inc. Consolidated Balance Sheets at December 31, [removed: 2019] [added: 2020] and [removed: 2018][added: 2019]

United Rentals, Inc. Consolidated Statements of Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

United Rentals, Inc. Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

United Rentals, Inc. Consolidated Statements of Stockholders' Equity for the years ended December [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

United Rentals, Inc. Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

| Exhibit Number | | | [added: | | |] Description of Exhibit | [added: | |]

| 2 | | [added: |] (a) | [added: | |] [Agreement and Plan of Merger, dated as of December 15, 2011, by and between United Rentals, Inc. and RSC Holdings Inc. (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc. Report on Form 8-K filed on December 21, 2011)](http://www.sec.gov/Archives/edgar/data/1047166/000119312511348597/d272512dex21.htm) | [added: | |]

| 2 | | [added: |] (b) | [added: | |] [Agreement and Plan of Merger, dated as of April 30, 2012, by and between United Rentals (North America), Inc. and UR Merger Sub Corporation (incorporated by reference to Exhibit 1.1 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)](http://www.sec.gov/Archives/edgar/data/1047166/000119312512208840/d342342dex11.htm) | [added: | |]

| 2 | | [added: |] (c) | [added: | |] [Asset Purchase Agreement, dated as of March 7, 2014, by and among United Rentals (North America), Inc. and United Rentals of Canada, Inc., on the one hand, and LD Services, LLC, National Pump & Compressor, Ltd., Canadian Pump & Compressor Ltd., GulfCo Industrial Equipment, L.P. (collectively, the “Sellers”) and the general partner and limited partners, members, shareholders or other equity holders of each Seller, as the case may be, on the other hand (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc. Report on Form 8-K filed on March 10, 2014)](http://www.sec.gov/Archives/edgar/data/1047166/000119312514090200/d690146dex21.htm) | [added: | |]

| 2 | | [added: |] (d) | [added: | |] [Agreement and Plan of Merger, dated as of January 25, 2017, by and among United Rentals (North America), Inc., UR Merger Sub II Corporation, NES Rentals Holdings II, Inc. and Diamond Castle Holdings, LLC, solely in its capacity as the Stockholder Representative (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on January 27, 2017)](http://www.sec.gov/Archives/edgar/data/1047166/000110465917004553/a17-3341_1ex2d1.htm) | [added: | |]

| 2 | | [added: |] (e) | [added: | |] [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, 2017)](http://www.sec.gov/Archives/edgar/data/1047166/000110465917052469/a17-20313_2ex2d1.htm) | [added: | |]

| 2 | | [added: |] (f) | [added: | |] [Agreement and Plan of Merger, dated as of June 30, 2018, by and among United Rentals, Inc., UR Merger Sub IV Corporation and BakerCorp International Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on July 2, 2018)](http://www.sec.gov/Archives/edgar/data/1047166/000119312518210449/d648486dex21.htm) | [added: | |]

| 2 | | [added: |] (g) | [added: | |] [Agreement and Plan of Merger, dated as of September 10, 2018, by and among United Rentals, Inc., UR Merger Sub V Corporation, Vander Holding Corporation and Platinum Equity Advisors, LLC, solely in its capacity as the initial Holder Representative thereunder (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on September 10, 2018)](http://www.sec.gov/Archives/edgar/data/1047166/000119312518269651/d605852dex21.htm) | [added: | |]

| 3 | | [added: |] (a) | [removed: [Fourth] [added: | | [Fifth Amended and] Restated Certificate of Incorporation of United Rentals, [removed: Inc.,] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1047166/000119312520137638/d890539dex32.htm)[,] dated [removed: June 1, 2017] [added: May 7, 2020] (incorporated by reference to Exhibit 3.2 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on [removed: June 2, 2017)](http://www.sec.gov/Archives/edgar/data/1047166/000119312517193138/d407563dex32.htm)] [added: May 8, 2020)](http://www.sec.gov/Archives/edgar/data/1047166/000119312520137638/d890539dex32.htm)] | [added: | |]