United Rentals (URI) 10-K risk factor changes: FY2021 vs FY2020

In connection with any investment decision with respect to our securities, you should carefully consider the following risk factors, as well as [removed: the other information contained in this report and our other filings with the SEC.]

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

Our general rental equipment and [removed: trench, power and fluid solutions] [added: specialty] equipment are used in connection with private non-residential construction and industrial activities, which are cyclical in nature.

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

A worsening of economic conditions, in particular with respect to North American construction and industrial activities, could cause weakness in our [removed: end markets] [added: end-markets] and adversely affect our revenues and operating results.

The following factors, among others, may cause weakness in our [removed: end markets,] [added: end-markets,] either temporarily or long-term:

- public health crises and epidemics, such as COVID-19; [removed: or]

- terrorism or hostilities involving the United States, [removed: Canada] [added: Canada, Europe, Australia] or [removed: Europe.][added: New Zealand.]

The COVID-19 pandemic and its impact on business and economic conditions have adversely affected, and may [removed: continue to] [added: in the future again] adversely affect, our results of operations and financial position.

The scale and scope of the COVID-19 pandemic, the uncertainty around the [removed: distribution, acceptance and] effectiveness of [added: vaccines against] COVID-19 [removed: vaccines,] [added: (including against emerging variant strains),] 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 [removed: are expected to continue to] [added: may in the future again] adversely affect, our results of operations and financial position.

- [removed: impact] [added: impacted] customer demand for equipment rentals;

- [removed: cause] [added: caused] us to experience an increase in costs as a result [removed: of] [added: of, among other factors,] our emergency and business continuity measures, [added: supply chain disruptions, cost inflation,] delayed payments from our customers and [removed: uncollectable] [added: uncollectible] accounts; [added: and]

- [removed: impact our ability to complete] [added: impacted] previously announced strategic plans, including our share repurchase [removed: program, on time, or at all; and][added: program.]

Further, even [removed: if a vaccine is] [added: though certain vaccines have been] widely distributed and [removed: accepted,] [added: accepted in some geographies,] there can be no assurance that the [removed: vaccine] [added: vaccines] will ultimately be successful in limiting or stopping the spread of [added: COVID-19, either over the long-term or against new, emerging variants of] COVID-19.

Therefore, it remains difficult to predict the [removed: potential] [added: ultimate] impact of the [removed: virus] [added: pandemic] on our results of operations and financial position.

[removed: 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.

Our competitors include small, independent businesses with one or two rental locations, regional competitors that operate in one or more states, [removed: public] [added: national and global] companies or divisions of [removed: public] [added: national and global] companies, and equipment vendors and dealers who both sell and rent equipment directly to customers.

At December 31, [removed: 2020,] [added: 2021,] our total indebtedness was $9.7 billion.

At December 31, [removed: 2020,] [added: 2021,] we had [removed: $2.6] [added: $2.8] billion of indebtedness that [removed: bears] [added: bore] interest at variable rates.

[removed: Our] [added: As of December 31, 2021, our] variable rate indebtedness [removed: currently represents 27] [added: represented 29] percent of our total indebtedness.

If we are unable to satisfy the financial [removed: covenants] [added: covenant] 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.

As of December 31, [removed: 2020,] [added: 2021,] specified availability under the ABL facility exceeded the required threshold and, as a result, this financial covenant was inapplicable.

If we are unable to satisfy the financial covenant under the ABL facility or 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 [removed: facility, the term loan] facility and/or the accounts receivable securitization facility and require us to repay outstanding borrowings.

In addition to [added: the] financial [removed: covenants,] [added: covenant and other financial tests,] various other covenants in the ABL facility, term loan facility, accounts receivable securitization facility and the other agreements governing our debt impose significant operating and financial restrictions on us and our restricted subsidiaries.

[removed: If our access to such financing was unavailable] or [removed: reduced, or] if such financing were to become significantly more expensive for any reason, we may not be able to fund daily operations, which would cause material harm to our business or could affect our ability to operate our business as a going concern.

In addition, it is possible that we will not realize the expected benefits from any completed [removed: acquisition,] [added: acquisition over the timeframe we expect,] or [added: at all, or] that our existing operations will be adversely affected as a result of acquisitions.

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.]

At December 31, [removed: 2020,] [added: 2021,] we had [removed: $5.2] [added: $5.5] billion of goodwill on our consolidated balance sheet.

- labor [removed: shortages,] [added: shortages and/or disputes,] work stoppages or other labor difficulties;

Under the [added: new] program, we are authorized to repurchase shares of common stock for an aggregate purchase price not to exceed [removed: $500 million,] [added: $1 billion,] excluding fees, commissions and other ancillary expenses.

[removed: 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.

While delinquencies and credit losses did not materially increase during [removed: 2020,] [added: 2021,] they may increase in the future if economic conditions worsen as a result of the COVID-19 pandemic or otherwise.

Moreover, [removed: given] [added: in] the [added: past, we have experienced] volatility in our stock price, [removed: it] [added: and we] may [removed: be] [added: experience such volatility again in the future, which may make it] more difficult and expensive to recruit and retain employees, particularly senior management, through grants of stock or stock options.

[removed: In addition, we] [added: We] have been pursuing a general strategy of optimizing our field operations in order to [added: address potential labor shortages,] improve [added: servicing capabilities, improve] sales force effectiveness, and [removed: to] focus our sales force’s efforts on increasing revenues from our national account and other large customers.

The extent to which these [added: efforts and] strategies will achieve our desired efficiencies and goals in [removed: 2021] [added: 2022] and beyond is uncertain, as their success depends on a number of factors, some of which are beyond our control.

While we make every effort to evaluate our counterparties prior to entering into long-term and other significant procurement contracts, we cannot predict the impact on our suppliers of the [removed: current] economic environment and other developments in their respective businesses.

Although we believe we have alternative sources of supply for the equipment and other supplies used in our business, termination of our relationship with any of our key suppliers could have a material [removed: adverse effect on our business, financial condition or results of operations in the unlikely event that we were unable to obtain adequate equipment or supplies from other sources in a timely manner or at all.]

Any disruptions in these systems or the failure of these systems to operate as expected [added: could adversely affect our ability to access and use certain applications and] could, depending on the nature and magnitude of the problem, adversely affect our operating results by limiting our ability to effectively monitor and control our operations, adjust to changing market conditions, implement strategic initiatives and service online orders.

In addition, the security measures we employ to protect our systems may not detect or prevent all attempts to hack our systems, denial-of-service attacks, viruses, malicious software, employee error or malfeasance, phishing attacks, security breaches, disruptions during the process of upgrading or replacing computer software or hardware or integrating systems of acquired [removed: businesses] [added: businesses,] or other attacks and similar disruptions that may jeopardize the security of information stored in or transmitted by the sites, networks and systems that we otherwise maintain, which include cloud-based networks and data center storage.

This continued development and enhancement requires us to expend [added: significant] additional resources.

the other information contained in this report and our other filings with the SEC.

- supply chain disruptions; or

In particular, the COVID-19 pandemic:

- reduced the availability and productivity of our employees;

The COVID-19 pandemic could cause any of the impacts described above to recur or could cause other unpredictable events, including events that could impact our ability to access funds from financial institutions and capital markets on terms favorable to us, or at all, and there can be no assurance that the COVID-19 pandemic will not materially impact our results of operations and financial position in the future.

In addition,

See “Operational Risks–*Climate change, climate change regulations and greenhouse effects may materially adversely impact our operations and markets*.”

See “Operational Risks–*Climate change, climate change regulations and greenhouse effects may materially adversely impact our operations and markets*.”

If our access to such financing was unavailable or reduced,

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

- supply chain or other disruptions that impact our ability to obtain equipment and other supplies for our business from our key suppliers on acceptable terms or at all;

In January 2022, our Board of Directors authorized a new share repurchase program.

The new authorization replaces the prior $500 million program, which was paused in March 2020 due to the COVID-19 pandemic, and under which we had $243 million of remaining authorization.

In addition, the current administration has proposed a tax on share repurchases, which, if adopted in its current form or another form that makes share repurchases more expensive, may also impact our decision to engage in share repurchases.

In addition, under each of the ABL facility and the term loan facility, a

In addition, we must continue to identify, hire, train and retain key personnel who maintain relationships with our customers and who provide technical skills required for our Company's growth.

There is a shortage of qualified personnel in these fields, and we compete with other companies for the limited pool of talent.

The failure to recruit and retain necessary key personnel could cause disruption, harm our business and hamper our ability to grow our Company.

We also continue to pursue general cost reduction strategies.

adverse effect on our business, financial condition or results of operations in the unlikely event that we were unable to obtain adequate equipment or supplies from other sources in a timely manner, at a reasonable cost or at all.

Disruptions in our supply chain could result in adverse effects on our results of operations and financial performance.

Supply chain disruptions could impact our ability to obtain equipment and other supplies for our business from our key suppliers on acceptable terms or at all.

To date, our supply chain disruptions have been limited, but we may experience, including as a result of the COVID-19 pandemic, more severe supply chain disruptions in the future or supplier inability to manufacture or deliver equipment or parts.

Any suspension or delay in our suppliers’ ability to provide us adequate equipment or supplies, or in our ability to procure equipment or supplies from other sources in a timely manner or at all, could impair our ability to meet customer demand and therefore could have a material adverse effect on our business, financial condition or results of operations.

In addition,

In addition, climate change may impact the global economy, including as a result of disruptions to supply chains.

We anticipate that climate change-related risks will increase over time.

These include (i) the need to convert currencies, which could result in a gain or loss depending on

Changes in such laws or regulations, or any material failure to comply with any applicable laws or regulations, can increase our costs, affect our reputation, limit our business, drain management time and attention and otherwise impact our operations in adverse ways.

In addition, laws or regulations or the interpretations thereof can conflict among jurisdictions, and compliance in one jurisdiction could result in legal or reputational risks in another jurisdiction.

with requirements that are promulgated in the future.

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:

- 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);

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

- 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.

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.

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

We are also continuing to pursue our overall cost reduction program, which resulted in substantial cost savings in the past.

Non-compliance with the GDPR can trigger fines of up to €20 million or 4 percent of annual worldwide revenue, whichever is higher.

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.

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

The long-term effects of Brexit are uncertain 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 UK and Europe, as well as our North American operations, could be impacted by the global economic uncertainty caused by Brexit or the actual withdrawal by the UK from the EU.

If we are unable to manage any of these risks effectively, our business could be adversely affected.

Our operations in the EU represented an immaterial part of our business as of December 31, 2020.

However,

As of December 31, [removed: 2020,] [added: 2021,] we had an aggregate of [removed: $2.6] [added: $2.8] billion of indebtedness that bears interest at variable rates, comprised of borrowings under the ABL, accounts receivable securitization and term loan facilities.

See note [removed: 12] [added: 13] to our consolidated financial statements for the amounts outstanding, and the interest rates thereon, as of December 31, [removed: 2020] [added: 2021] under these facilities.

As of December 31, [removed: 2020,] [added: 2021,] based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately [removed: $20] [added: $21] for each one percentage point increase in the interest rates applicable to our variable rate debt.

For additional information concerning the terms of our variable rate debt, see note [removed: 12] [added: 13] to our consolidated financial statements.

At December 31, [removed: 2020,] [added: 2021,] we had an aggregate of [removed: $7.1] [added: $6.9] billion of indebtedness that bears interest at fixed rates.

A one percentage point decrease in market interest rates as of December 31, [removed: 2020] [added: 2021] would increase the fair value of our fixed rate indebtedness by approximately [removed: seven] [added: six] percent.

For additional information concerning the fair value and terms of our fixed rate debt, see note [removed: 11] [added: 12] (see “Fair Value of Financial Instruments”) and note [removed: 12] [added: 13] to our consolidated financial statements.

Currency Exchange Risk*.* We [added: primarily] operate in the [removed: U.S., Canada] [added: U.S.] and [removed: Europe.][added: Canada, and have a limited presence in Europe, Australia and New Zealand.]

During the year ended December 31, [removed: 2020,] [added: 2021,] our foreign subsidiaries accounted for [removed: $733,] [added: $955,] or [removed: 9] [added: 10] percent, of our total revenue of [removed: $8.530] [added: $9.716] billion, and [removed: $83,] [added: $134,] or 7 percent, of our total pretax income of [removed: $1.139] [added: $1.846] billion.

In July 2018, we completed the acquisition of BakerCorp, which allowed for our entry into select European markets.

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, operates throughout the United States and Canada, and has a limited presence in [removed: Europe.][added: Europe, Australia and New Zealand.]

The table below presents key information about our business as of and for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

| Total revenues (in millions) | | | [removed: $8,530] [added: $9,716] | | | | | | [removed: $9,351] [added: $8,530] | | |

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

| Year-over-year change in average original equipment cost (“OEC”) | | | [removed: (2.2)%] [added: 4.0%] | | | | | | [removed: 17.7%] [added: (2.2)%] | | |

| Fleet productivity (2) | | | [removed: (6.9)%] [added: 10.4%] | | | | | | [removed: (2.2)%] [added: (6.9)%] | | |

| Contribution from ancillary and re-rent revenue (3) | | | [removed: 0.3%] [added: 2.0%] | | | | | | [removed: 0.8%] [added: 0.3%] | | |

| Total equipment rental revenue variance | | | [removed: (10.3)%] [added: 14.9%] | | | | | | [removed: 14.8%] [added: (10.3)%] | | |

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

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

| Fleet OEC (in billions) | | | [removed: $13.78] [added: $15.79] | | | | | | [removed: $14.63] [added: $13.78] | | |

| Equipment classes | | | [removed: 4,000] [added: 4,300] | | | | | | 4,000 | | |

| Equipment units | | | [removed: 615,000] [added: 780,000] | | | | | | [removed: 665,000] [added: 615,000] | | |

| Fleet age in months | | | [removed: 54.5] [added: 54.1] | | | | | | [removed: 49.5] [added: 54.5] | | |

| Percent of fleet that is current on manufacturer's recommended maintenance | | | [removed: 81%] [added: 77%] | | | | | | 81% | | |

| General construction and industrial equipment | | | [removed: 43%] [added: 42%] | | | | | | 43% | | |

| Aerial work platforms | | | [removed: 27%] [added: 26%] | | | | | | [removed: 28%] [added: 27%] | | |

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

| Rental locations | | | [removed: 1,165] [added: 1,345] | | | | | | [removed: 1,175] [added: 1,165] | | |

| Approximate range of branches per district | | | [removed: 4-11] [added: 3-11] | | | | | | 4-11 | | |

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

| Hourly employees | | | [removed: 12,550] [added: 14,200] | | | | | | [removed: 13,400] [added: 12,550] | | |

| Salaried employees | | | [removed: 5,700] [added: 6,200] | | | | | | 5,700 | | |

| Total employees | | | [removed: 18,250] [added: 20,400] | | | | | | [removed: 19,100] [added: 18,250] | | |

| Estimated North American market share [added: (5)] | | | [removed: 13%] [added: 15%] | | | | | | [removed: 13%] [added: 14%] | | |

| Estimated North American equipment rental industry revenue [removed: (decline)] growth [added: (decline)] (2) [added: (5)] | | | [removed: (12)%] [added: 4%] | | | | | | [removed: 5%] [added: (9)%] | | |

| [removed: 2021] [added: 2022] projected North American industry equipment rental revenue growth | | | [removed: 2%] [added: 10%] | | | | | | [removed: \-] | | |

| Largest supplier percent of capital expenditures | | | 9% | | | | | | [removed: 12%] [added: 9%] | | |

| Top 10 supplier percent of capital expenditures | | | [removed: 45%] [added: 49%] | | | | | | [removed: 52%] [added: 45%] | | |

See note 3 to the consolidated financial statements for a discussion of the different types of [removed: equipment rentals revenue.]

The [added: positive fleet productivity for 2021 and the] negative fleet productivity for 2020 [removed: includes] [added: include] 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.

[removed: The extent] [added: Uncertainty remains regarding the ongoing impact of existing] and [removed: duration] [added: emerging variant strains] of [removed: the] COVID-19 [removed: impact,] on the operations and financial position of United Rentals, and on the global [removed: economy, is uncertain.][added: economy.]

See "Industry Overview and Economic Outlook" below for a discussion of market performance in [added: 2021 and] 2020.

The program includes a biometric screening at work or off-site, a health assessment, a paid day off to be used for a [removed: wellness exam or day of service, tobacco cessation support, and participation incentives.]

Additionally, employees and family members can participate in [removed: biannual] virtual health challenges to encourage daily activity.

Approximately [removed: 46] [added: 50] percent of eligible employees participated in the program in [removed: 2020.][added: 2021.]

- [removed: Inclusion] [added: Diversity, equity] and [removed: diversity (“I&D”):] [added: inclusion (“DE&I”):] We believe that an inclusive and diverse team is key to the success of our culture and aim to drive [removed: I&D] [added: DE&I] initiatives through many efforts, including sponsoring [removed: three] [added: four] employee-led employee resource groups (“ERGs”) that represent and support the diverse communities that make up our workforce.

[added: The ERGs] facilitate networking and connecting with peers, outreach and mentoring, and leadership and skill development.

We offer comprehensive benefit options including [added: paid time off,] retirement savings plans, medical [removed: insurance,] [added: and] prescription drug benefits, dental [removed: insurance,] [added: and] vision [removed: insurance,] [added: benefits,] accident and critical illness insurance, life and disability insurance, health savings accounts, flexible spending accounts, legal [removed: insurance,] [added: coverage,] auto/home [removed: insurance and] [added: insurance,] identity theft [removed: insurance.][added: insurance and tuition assistance.]

Additionally, we have conducted three company-wide stock grant programs for employees since 2014 – the most recent grant [removed: program took place in 2020 and] was in recognition of our employees’ special efforts during the COVID-19 [removed: pandemic.][added: pandemic, and initially took place in 2020, with an update in 2021 recognizing the contributions of newly hired employees since the 2020 grant date.]

| | | | 2021 | | | | | | 2020 | | |

| Mobile storage equipment and modular office space (4) | | | 2% | | | | | | —% | | |

| Range of regions per division | | | 2-6 | | | | | | 3-4 | | |

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equipment rentals revenue.

The COVID-19 volume declines were more pronounced in 2020 than 2021, and in 2021, we saw evidence of a continuing recovery of activity across our end-markets.

(4)As discussed in note 4 to the consolidated financial statements, in May 2021, we completed the acquisition of General Finance Corporation (“General Finance”), which was a leading provider of mobile storage equipment and modular office space.

Prior to the General Finance acquisition, we did not rent material amounts of such equipment.

(5)As discussed below (see "Industry Overview and Economic Outlook"), North American equipment rental industry revenue is based on industry estimates from the American Rental Association ("ARA").

Subsequent to our prior disclosure of 2020 industry information, the ARA decreased its estimate of the size of the North American equipment rental industry.

As a result of this change, relative to our prior disclosures, our market share for 2020 increased and the size of the 2020 decline in North American equipment rental industry revenue decreased.

Uncertainty also remains regarding the length of time it will take for the COVID-19 pandemic to ultimately subside, which will be impacted by the effectiveness of vaccines against COVID-19 (including against emerging variant strains), and by measures that may in the future be implemented to protect public health.

The health and safety of our employees and customers remains our top priority, and we also implemented a detailed COVID-19 response plan, which is explained in more detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and which we believe helped mitigate the impact of COVID-19 on our results.

The volume declines were more pronounced in 2020 than 2021, and we have seen recent evidence of recovery across our construction and industrial markets, as well as encouraging gains in end-market indicators, as reflected in our 2022 forecast.

wellness exam or day of service, tobacco cessation support, and participation incentives.

The Company has internal goals for overall workforce diversity and additional goals for specific positions at the Company, and there has been positive progress in diverse representation at the Company, as reflected in a four percentage point increase in diverse employees in sales and management roles, which increased from 27 percent in 2018 to 31 percent in 2021.

Importantly, in 2021, we conducted a Company-wide culture workshop with all employees designed to continue our dialogue on racial justice and social equity by focusing on three important keys of our culture: safety and wellness, DE&I, and trust and communication.

For example, total employee turnover, which represents voluntary and involuntary terminations during the year divided by average headcount during the year, was 15.4 percent, 11.9 percent and 14.4 percent for 2021, 2020 and 2019, respectively.

Our 2021 employee experience survey showed year-over-year increases in most categories and no declines in any category.

Additionally, when we asked employees how likely they are to continue with the Company beyond 6 months, the average response was 9.2 out of 10, which was consistent with the average response in 2020.

We believe this question assesses our employees’ commitment to United Rentals, and that the response is consistent with our strong employee retention.

In addition, as we did in 2021, we aim to regularly develop new training programs, launch pilot programs and expand leadership opportunities for our employees.

The majority of our training was delivered virtually during 2021 and 2020.

As discussed in note 4 to the consolidated financial statements, in May 2021, we completed the acquisition of General Finance, which allowed for our entry into select markets in Australia and New Zealand.

See Item 2—Properties for further geographical detail on our rental network.

In 2021, our full year rental revenue increased by 14.9 percent year-over-year, which included the impact of the General Finance acquisition that was completed in May 2021 and is discussed in note 4 to the consolidated financial statements.

COVID-19.

We primarily operate in the United States and Canada, and have a limited presence in Europe, Australia and New Zealand, and our global branch network includes 1,345 rental locations.

See Item 2—Properties for further geographical detail on our branch network.

For a discussion of the risks associated with potential supply chain disruptions, see Item 1A- Risk Factors (“Operational Risks-*Disruptions in our supply chain could result in adverse effects on our results of operations and financial performance*").

We primarily operate in the United States and Canada, and have a limited presence in Europe, Australia and New Zealand.

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

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

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

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

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

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

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

(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.

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.

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.

Importantly, during the COVID-19 pandemic, our continuing focus on health and safety enabled us to preserve business continuity without sacrificing our commitment to keeping our colleagues safe.

The ERGs

The Company has internal goals for overall workforce diversity and additional goals for specific positions at the Company.

Importantly, in 2020, one of our ERGs co-hosted a series of internal conversations with senior leadership that focused on racial inequality and injustice to spark dialogue among employees and leaders in an effort to build a more inclusive, diverse and empowered culture at the Company.

For instance, we learned through our 2020 survey process that 92 percent of our team members intend to stay with the Company to continue building and growing their careers.

Our employee training hours declined significantly relative to prior years because we paused in-person trainings beginning in March 2020 due to the COVID-19 pandemic.

While we were able to resume with virtual trainings in some cases, we did not resume many of those trainings until June and we were unable to provide certain types of training in a virtual format.

Additionally, we had fewer new hires and did not gain employees through acquisitions, reducing the need for new hire and acquisition training.

We also offer an undergraduate tuition assistance program.

Our fleet team's analyses

In 2020, our full year rental revenue decreased by 10.3 percent year-over-year.

We have 1,165 rental locations in the U.S., Canada and Europe.

The acquisition of BakerCorp in July 2018 added 11 European locations in France, Germany, the United Kingdom and the Netherlands to our branch network.

We periodically review the size and geographic scope of our regions, and have occasionally reorganized the regions to create a more balanced and effective structure.

The trench, power and fluid solutions segment includes the rental of specialty construction products and related services.

This approach is designed to ensure that the terms

A description of legal proceedings can be found in note [removed: 15] [added: 16] 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.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2020][added: 2021]

As of June 30, [removed: 2020] [added: 2021] there were [removed: 72,078,661] [added: 72,386,879] 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: 2020] [added: 2021] was approximately [removed: $9.44] [added: $20.61] billion, calculated by using the closing price of the common stock on such date on the New York Stock Exchange of [removed: $149.04.][added: $319.01.]

As of January [removed: 25, 2021,] [added: 24, 2022,] there were [removed: 72,199,276] [added: 72,421,902] shares of United Rentals, Inc. common stock outstanding.

Documents incorporated by reference: Portions of United Rentals, Inc.’s Proxy Statement related to the [removed: 2021] [added: 2022] Annual Meeting of [removed: Stockholders, which is expected to be filed with the Securities and Exchange Commission on or before March 23, 2021,] [added: Stockholders] are incorporated by reference into Part III of this annual report.

| Item 1 | | | [removed: [Business](#i2d21262af90c462eafb029fc0953d1fd_16)] [added: [Business](#i7407a06040374df9a5d46dd6f1c92116_16)] | | | [removed: [1](#i2d21262af90c462eafb029fc0953d1fd_16)] [added: [1](#i7407a06040374df9a5d46dd6f1c92116_16)] | | |

| Item 1A | | | [Risk [removed: Factors](#i2d21262af90c462eafb029fc0953d1fd_19)] [added: Factors](#i7407a06040374df9a5d46dd6f1c92116_19)] | | | [removed: [9](#i2d21262af90c462eafb029fc0953d1fd_19)] [added: [9](#i7407a06040374df9a5d46dd6f1c92116_19)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#i2d21262af90c462eafb029fc0953d1fd_22)] [added: Comments](#i7407a06040374df9a5d46dd6f1c92116_22)] | | | [removed: [22](#i2d21262af90c462eafb029fc0953d1fd_22)] [added: [22](#i7407a06040374df9a5d46dd6f1c92116_22)] | | |

| Item 2 | | | [removed: [Properties](#i2d21262af90c462eafb029fc0953d1fd_25)] [added: [Properties](#i7407a06040374df9a5d46dd6f1c92116_25)] | | | [removed: [22](#i2d21262af90c462eafb029fc0953d1fd_25)] [added: [22](#i7407a06040374df9a5d46dd6f1c92116_25)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#i2d21262af90c462eafb029fc0953d1fd_28)] [added: Proceedings](#i7407a06040374df9a5d46dd6f1c92116_28)] | | | [removed: [23](#i2d21262af90c462eafb029fc0953d1fd_28)] [added: [23](#i7407a06040374df9a5d46dd6f1c92116_28)] | | |

| Item 5 | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i2d21262af90c462eafb029fc0953d1fd_37)] [added: Securities](#i7407a06040374df9a5d46dd6f1c92116_37)] | | | [removed: [23](#i2d21262af90c462eafb029fc0953d1fd_37)] [added: [23](#i7407a06040374df9a5d46dd6f1c92116_37)] | | |

| Item 6 | | | [Selected Financial [removed: Data](#i2d21262af90c462eafb029fc0953d1fd_40)] [added: Data](#i7407a06040374df9a5d46dd6f1c92116_40)] | | | [removed: [24](#i2d21262af90c462eafb029fc0953d1fd_40)] [added: [24](#i7407a06040374df9a5d46dd6f1c92116_40)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i2d21262af90c462eafb029fc0953d1fd_43)] [added: Operations](#i7407a06040374df9a5d46dd6f1c92116_43)] | | | [removed: [26](#i2d21262af90c462eafb029fc0953d1fd_43)] [added: [25](#i7407a06040374df9a5d46dd6f1c92116_43)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i2d21262af90c462eafb029fc0953d1fd_52)] [added: Risk](#i7407a06040374df9a5d46dd6f1c92116_52)] | | | [removed: [46](#i2d21262af90c462eafb029fc0953d1fd_52)] [added: [42](#i7407a06040374df9a5d46dd6f1c92116_52)] | | |

| Item 8 | | | [Financial Statements and Supplementary [removed: Data](#i2d21262af90c462eafb029fc0953d1fd_55)] [added: Data](#i7407a06040374df9a5d46dd6f1c92116_55)] | | | [removed: [48](#i2d21262af90c462eafb029fc0953d1fd_55)] [added: [43](#i7407a06040374df9a5d46dd6f1c92116_55)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2d21262af90c462eafb029fc0953d1fd_175)] [added: Disclosure](#i7407a06040374df9a5d46dd6f1c92116_160)] | | | [removed: [88](#i2d21262af90c462eafb029fc0953d1fd_175)] [added: [85](#i7407a06040374df9a5d46dd6f1c92116_160)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#i2d21262af90c462eafb029fc0953d1fd_178)] [added: Procedures](#i7407a06040374df9a5d46dd6f1c92116_163)] | | | [removed: [88](#i2d21262af90c462eafb029fc0953d1fd_178)] [added: [85](#i7407a06040374df9a5d46dd6f1c92116_163)] | | |

| Item 9B | | | [Other [removed: Information](#i2d21262af90c462eafb029fc0953d1fd_187)] [added: Information](#i7407a06040374df9a5d46dd6f1c92116_172)] | | | [removed: [91](#i2d21262af90c462eafb029fc0953d1fd_187)] [added: [88](#i7407a06040374df9a5d46dd6f1c92116_172)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i2d21262af90c462eafb029fc0953d1fd_193)] [added: Governance](#i7407a06040374df9a5d46dd6f1c92116_178)] | | | [removed: [92](#i2d21262af90c462eafb029fc0953d1fd_193)] [added: [89](#i7407a06040374df9a5d46dd6f1c92116_178)] | | |

| Item 11 | | | [Executive [removed: Compensation](#i2d21262af90c462eafb029fc0953d1fd_196)] [added: Compensation](#i7407a06040374df9a5d46dd6f1c92116_181)] | | | [removed: [92](#i2d21262af90c462eafb029fc0953d1fd_196)] [added: [89](#i7407a06040374df9a5d46dd6f1c92116_181)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i2d21262af90c462eafb029fc0953d1fd_199)] [added: Matters](#i7407a06040374df9a5d46dd6f1c92116_184)] | | | [removed: [92](#i2d21262af90c462eafb029fc0953d1fd_199)] [added: [89](#i7407a06040374df9a5d46dd6f1c92116_184)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i2d21262af90c462eafb029fc0953d1fd_202)] [added: Independence](#i7407a06040374df9a5d46dd6f1c92116_187)] | | | [removed: [92](#i2d21262af90c462eafb029fc0953d1fd_202)] [added: [89](#i7407a06040374df9a5d46dd6f1c92116_187)] | | |

| Item 14 | | | [Principal Accountant Fees and [removed: Services](#i2d21262af90c462eafb029fc0953d1fd_205)] [added: Services](#i7407a06040374df9a5d46dd6f1c92116_190)] | | | [removed: [92](#i2d21262af90c462eafb029fc0953d1fd_205)] [added: [89](#i7407a06040374df9a5d46dd6f1c92116_190)] | | |

| Item 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i2d21262af90c462eafb029fc0953d1fd_211)] [added: Schedules](#i7407a06040374df9a5d46dd6f1c92116_196)] | | | [removed: [93](#i2d21262af90c462eafb029fc0953d1fd_211)] [added: [90](#i7407a06040374df9a5d46dd6f1c92116_196)] | | |

- rates we charge and time utilization we achieve being less than [removed: anticipated (including as a result of COVID-19);][added: anticipated;]

- our significant indebtedness (which totaled $9.7 billion at December 31, [removed: 2020)] [added: 2021)] requires us to use a substantial portion of our cash flow for debt service and can constrain our flexibility in responding to unanticipated or adverse business conditions;

- inability to refinance our indebtedness on terms that are favorable to [removed: us (including] [added: us, including] as a result of volatility and uncertainty in capital [removed: markets due to COVID-19),] [added: markets,] or at all;

- inability to access the capital that our businesses or growth plans may [removed: require (including] [added: require, including] as a result of uncertainty in capital or other financial [removed: markets due to COVID-19);][added: markets;]

- fluctuations in the price of our common stock and inability to complete stock repurchases in the time frame and/or on the terms [removed: anticipated (for example, due to COVID-19);][added: anticipated;]

- [removed: dependence on key suppliers] [added: inability] to obtain equipment and other supplies for our business [added: from our key suppliers] on acceptable [removed: terms;][added: terms or at all, as a result of supply chain disruptions, insolvency, financial difficulties or other factors;]

- the costs of complying with environmental, safety and foreign laws and regulations, as well as other risks associated with non-U.S. operations, including currency exchange [removed: risk (including as a result of Brexit),] [added: risk,] and tariffs;

- labor [added: shortages and/or] disputes, work stoppages or other labor difficulties, which may impact our productivity, and potential enactment of new legislation or other changes in law affecting our labor relations or operations generally; and

Unless otherwise indicated, the information under Items 1, 1A and 2 is as of January 1, [removed: 2021.][added: 2022.]

| Item 4 | | | [Mine Safety Disclosures](#i7407a06040374df9a5d46dd6f1c92116_31) | | | [23](#i7407a06040374df9a5d46dd6f1c92116_31) | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i7407a06040374df9a5d46dd6f1c92116_1648) | | | [88](#i7407a06040374df9a5d46dd6f1c92116_1648) | | |

- uncertainty regarding the ongoing impact of existing and emerging variant strains of the coronavirus (COVID-19) on global economic conditions, and regarding the length of time it will take for the COVID-19 pandemic to ultimately subside.

Uncertainty remains regarding the effectiveness of vaccines against COVID-19 (including against emerging variant strains), and the time it will take for the pandemic to subside will also be impacted by measures that may in the future be implemented to protect public health;

- excess fleet in the equipment rental industry;

- risks relating to our ability to meet our environmental and social goals, including our greenhouse gas intensity reduction goal;

| Item 4 | | | [(Removed and Reserved)](#i2d21262af90c462eafb029fc0953d1fd_31) | | | [23](#i2d21262af90c462eafb029fc0953d1fd_31) | | |

- 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;

- 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;

As of January 1, [removed: 2021,] [added: 2022,] we operated [removed: 1,165] [added: 1,345] rental locations.

The number of locations in each state, territory, province or country is shown in the table below, as is the number of locations that are in our general rentals (GR) and [removed: trench, power and fluid solutions (TPF)] [added: specialty (S)] segments.

| ● | | | Alabama (GR [removed: 23, TPF 6)] [added: 24, S 8)] | | | ● | | | Maine (GR 4) | | | ● | | | Oklahoma (GR 24, [removed: TPF] [added: S] 4) | | |

| ● | | | Alaska (GR 2) | | | ● | | | Maryland (GR [removed: 13, TPF 7)] [added: 15, S 8)] | | | ● | | | Oregon (GR 10, [removed: TPF 4)] [added: S 6)] | | |

| ● | | | Arizona (GR [removed: 14, TPF 5)] [added: 16, S 6)] | | | ● | | | Massachusetts (GR [removed: 14, TPF 4)] [added: 17, S 5)] | | | ● | | | Pennsylvania (GR [removed: 19, TPF 6)] [added: 20, S 7)] | | |

| ● | | | Arkansas (GR 12, [removed: TPF 1)] [added: S 2)] | | | ● | | | Michigan (GR [removed: 9, TPF 4)] [added: 10, S 5)] | | | ● | | | Puerto Rico (GR 2) | | |

| ● | | | California (GR [removed: 79, TPF 34)] [added: 76, S 38)] | | | ● | | | Minnesota (GR [removed: 10, TPF] [added: 11, S] 3) | | | ● | | | Rhode Island (GR 2) | | |

| ● | | | Colorado (GR [removed: 13, TPF 5)] [added: 14, S 6)] | | | ● | | | Mississippi (GR [removed: 12, TPF] [added: 13, S] 1) | | | ● | | | South Carolina (GR [removed: 19, TPF 7)] [added: 21, S 9)] | | |

| ● | | | Connecticut (GR [removed: 6, TPF 2)] [added: 7, S 3)] | | | ● | | | Missouri (GR [removed: 14, TPF 4)] [added: 18, S 8)] | | | ● | | | South Dakota (GR 2) | | |

| ● | | | Delaware (GR [removed: 2, TPF 1)] [added: 2)] | | | ● | | | Montana (GR 1) | | | ● | | | Tennessee (GR [removed: 22, TPF 9)] [added: 26, S 11)] | | |

| ● | | | Florida (GR [removed: 41, TPF 23)] [added: 44, S 29)] | | | ● | | | Nebraska (GR 2, [removed: TPF] [added: S] 1) | | | ● | | | Texas (GR [removed: 118, TPF 33)] [added: 123, S 41)] | | |

| ● | | | Georgia (GR [removed: 34, TPF 8)] [added: 37, S 10)] | | | ● | | | Nevada (GR [removed: 7, TPF 4)] [added: 5, S 6)] | | | ● | | | Utah (GR [removed: 3, TPF 3)] [added: 4, S 4)] | | |

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

| ● | | | Illinois (GR [removed: 15, TPF 8)] [added: 16, S 10)] | | | ● | | | New Jersey (GR [removed: 10, TPF 6)] [added: 12, S 9)] | | | ● | | | Virginia (GR 22, [removed: TPF 8)] [added: S 9)] | | |

| ● | | | Indiana (GR [removed: 6, TPF 1)] [added: 9, S 4)] | | | ● | | | New Mexico (GR 7, [removed: TPF] [added: S] 1) | | | ● | | | Washington (GR 20, [removed: TPF 6)] [added: S 9)] | | |

| ● | | | Iowa (GR 9, [removed: TPF 2)] [added: S 3)] | | | ● | | | New York (GR [removed: 20, TPF 1)] [added: 22, S 4)] | | | ● | | | West Virginia (GR 5, [removed: TPF 1)] [added: S 3)] | | |

| ● | | | Kansas (GR [removed: 12, TPF 2)] [added: 13, S 3)] | | | ● | | | North Carolina (GR [removed: 27, TPF 9)] [added: 28, S 12)] | | | ● | | | Wisconsin (GR [removed: 8, TPF 1)] [added: 9, S 5)] | | |

| ● | | | Kentucky (GR [removed: 11, TPF 1)] [added: 12, S 5)] | | | ● | | | North Dakota (GR [removed: 5)] [added: 5, S 1)] | | | ● | | | Wyoming (GR 4) | | |

| ● | | | Louisiana (GR [removed: 34, TPF 13)] [added: 36, S 15)] | | | ● | | | Ohio (GR [removed: 16, TPF 8)] [added: 21, S 12)] | | | | | | | | |

| | | | Canada | | | | | | Europe | | | | | | [added: Asia-Pacific] | | |

| ● | | | Alberta (GR 24, [removed: TPF 9)] [added: S 11)] | | | ● | | | France [removed: (TPF] [added: (S] 4) | | | [added: ●] | | | [added: Australia (S 28)] | | |

| ● | | | British Columbia (GR 22, [removed: TPF] [added: S] 5) | | | ● | | | Germany [removed: (TPF] [added: (S] 4) | | | [added: ●] | | | [added: New Zealand (S 18)] | | |

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

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

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

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

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

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

We own [removed: 114] [added: 120] of our branch locations and lease the other branch locations.

We have a fleet of approximately [removed: 11,800] [added: 12,900] vehicles.

Approximately [removed: 41] [added: 40] percent of this fleet is leased and the balance is owned.

Our corporate headquarters are located in Stamford, Connecticut, where we occupy approximately 47,000 square feet under a lease that expires in [removed: 2024.][added: 2030.]

Additionally, we maintain other corporate facilities, including in Shelton, Connecticut, where we occupy approximately 12,000 square feet under a lease that expires in [removed: 2021,] [added: 2025,] and in Scottsdale, Arizona, where we occupy approximately 20,000 square feet under a lease that expires in 2023.

1,149 of these locations are in the United States, 139 are in Canada, 11 are in Europe and 46 are in our Asia-Pacific network (which is comprised of our locations in Australia and New Zealand).

1,018 of these locations are in the United States, 136 are in Canada and 11 are in Europe.

Not applicable.

Holdings’ common stock trades on the New York Stock Exchange under the symbol “URI.” As of January 1, [removed: 2021,] [added: 2022,] there were [removed: 66] [added: 61] 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: 2020:][added: 2021:]

| Total | | | [removed: 29,843] [added: 6,798] | | | | | | $ | [removed: 191.29] [added: 348.00] | | | | | $ | — | | | | | $ | 243,081,785 | |

(2)On January [removed: 28, 2020,] [added: 25, 2022,] our Board authorized a [removed: $500 million] [added: $1 billion] share repurchase program, which [removed: commenced] [added: is expected to commence] in the first quarter of [removed: 2020] [added: 2022] and [removed: was intended to run for 12 months.][added: be completed in 2022.]

[removed: The] [added: This] program [added: replaces the prior $500 million program which] was paused [removed: on] [added: in] March [removed: 18,] 2020 due to the COVID-19 pandemic.

| October 1, 2021 to October 31, 2021 | | | 1,693 | | | (1) | | | $ | 361.17 | | | | | — | | | | | | | | |

| November 1, 2021 to November 30, 2021 | | | 689 | | | (1) | | | $ | 352.84 | | | | | — | | | | | | | | |

| December 1, 2021 to December 31, 2021 | | | 4,416 | | | (1) | | | $ | 342.20 | | | | | — | | | | | | | | |

The amount in the table above reflects the remaining authorization as of December 31, 2021 under the $500 million program that ended in January 2022 upon authorization of the new $1 billion program.

| 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 | | | | | — | | | | | | | | |

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.

| [removed: | | |] Year Ended December [removed: 31, | | | | | | | | |] [added: 31, 2021] | | | | | | | | | | | | | | | | | |

| [removed: Total revenues (1)] [added: Total revenues] | | | [removed: $] [added: $] | [removed: 8,530] [added: 9,716] | | | | | [removed: $] [added: $] | [removed: 9,351] [added: 8,530] | | | | | [removed: $] [added: $] | [removed: 8,047] [added: 9,351] | | | | | [removed: $] [added: 13.9%] | [removed: 6,641] | | | | | [removed: $] [added: (8.8)%] | [removed: 5,762] | |

| Selling, general and administrative [removed: expenses] [added: ("SG&A") expense] | | | [removed: 979] [added: $] | [added: 1,199] | | | | | [removed: 1,092] [added: $] | [added: 979] | | | | | [removed: 1,038] [added: $] | [added: 1,092] | | | | | [removed: 903] [added: 22.5%] | | | | | | [removed: 719] [added: (10.3)%] | | |

| Merger related costs [removed: | | | — | | | | | | 1 | | |] [added: (1)] | | | [removed: 36] [added: 3] | | | | | | [removed: 50] [added: —] | | | | | | [removed: —] [added: 1] | | |

| Restructuring charge [removed: | | | 17 | | | | | | 18 | | |] [added: (2)] | | | [removed: 31] [added: 2] | | | | | | [removed: 50] [added: 17] | | | | | | [removed: 14] [added: 18] | | |

| Non-rental depreciation and amortization | | | [removed: 387 | | | | | | 407 | | | | | | 308] [added: 372] | | | | | | [removed: 259] [added: 387] | | | | | | [removed: 255] [added: 407] | | |

| Interest expense, net | | | [removed: 669 | | | | | | 648 | | | | | | 481] [added: 424] | | | | | | [removed: 464] [added: 669] | | | | | | [removed: 511] [added: 648] | | |

| Other [removed: income,] [added: expense (income),] net | | | [removed: (8)] [added: 7] | | | | | | [removed: (10)] [added: (8)] | | | | | | [removed: (6)] [added: (10)] | | | | | | [removed: (5)] [added: (187.5)%] | | | | | | [removed: (5)] [added: (20.0)%] | | |

| Provision [removed: (benefit)] for income taxes [removed: (2)] | | | [removed: 249 | | | | | | 340 | | | | | | 380] [added: 460] | | | | | | [removed: (298)] [added: 249] | | | | | | [removed: 343] [added: 340] | | |

| Net income [removed: (2)] | | | [removed: 890 | | | | | | 1,174 | | | | | | 1,096] [added: $] | [added: 1,386] | | | | | [removed: 1,346] [added: $] | [added: 890] | | | | | [removed: 566] [added: $] | [added: 1,174] | |

| Diluted earnings per share [removed: (2)] | | | $ | [removed: 12.20 | | | | | $ | 15.11 | | | | | $ | 13.12] [added: 19.04] | | | | | $ | [removed: 15.73] [added: 12.20] | | | | | $ | [removed: 6.45] [added: 15.11] | |

[removed: The extent] [added: Uncertainty remains regarding the ongoing impact of existing] and [removed: duration] [added: emerging variant strains] of [removed: the] COVID-19 [removed: impact,] on the operations and financial position of United Rentals, and on the global [removed: economy, is uncertain.][added: economy.]

[removed: Business- Industry] [added: Business-Industry] Overview and Economic Outlook" [removed: above] for a discussion of market performance in [added: 2021 and] 2020.

In [removed: early-March,] [added: early March 2020,] we initiated contingency planning ahead of the impact of COVID-19 on our end-markets.

Net rental capital expenditures [removed: (purchases] [added: (defined as purchases] of rental equipment less the proceeds from sales of rental equipment) [removed: for 2020 decreased $1.198 billion, or 92 percent, year-over-year.][added: were $2.030 billion and $103 in 2021 and 2020, respectively.]

[removed: At] [added: As of] December 31, [removed: 2020, our total] [added: 2021, we had available] liquidity [removed: was $3.073] [added: of $2.851] billion, comprised of cash and cash equivalents, and availability under the ABL and accounts receivable securitization facilities.

The impact of COVID-19 on our business is discussed throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” [removed: As discussed below, the response plan above helped mitigate the impact of COVID-19 on our results.]

We are the largest equipment rental company in the world, with an integrated network of [removed: 1,165] [added: 1,345] rental [removed: locations in the U.S., Canada and Europe.][added: locations.]

These include a fleet of rental equipment with a total original equipment cost (“OEC”) of [removed: $13.8] [added: $15.8] 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. [removed: The BakerCorp acquisition discussed above added 11 European locations in France, Germany,] [added: Our size also gives us greater purchasing power,] the [removed: United Kingdom] [added: ability to provide customers with a broader range of equipment] and [added: services,] the [removed: Netherlands] [added: ability] to [added: 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 [removed: branch network.][added: assets by transferring equipment among branches to satisfy customer needs.]

We offer approximately [removed: 4,000] [added: 4,300] classes of equipment for rent to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities.

In [removed: 2020,] [added: 2021,] equipment rental revenues represented 84 percent of our total revenues.

We are [removed: currently managing] [added: continuing to manage] the impact of COVID-19, [removed: as] [added: which is] discussed above.

[removed: *•The] [added: - *The] continued expansion of our [removed: trench, power and fluid solutions] [added: specialty] footprint, as well as our tools and onsite services offerings, and the cross-selling of these services throughout our network*.

We believe that the expansion of our [removed: trench, power and fluid solutions] [added: specialty] business, as [added: exhibited by our acquisition of General Finance discussed in note 4 to the consolidated financial statements, as] well as our tools and onsite services offerings, will further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings; and

In [removed: 2021,] [added: 2022,] based on our analyses of industry forecasts and macroeconomic indicators, we expect [removed: modest] [added: a continuation of the] market recovery [removed: following the declines] experienced in [added: 2021, following a market decline in] 2020, which included the pronounced impact of COVID-19.

Specifically, we expect that North American industry equipment rental revenue will increase approximately [removed: 2 percent, with higher growth expected] [added: 10 percent] in [removed: Canada than the U.S.][added: 2022.]

For the full year [removed: 2020:][added: 2021:]

[removed: - Average] [added: | Year-over-year change in average] OEC [removed: decreased 2.2 percent year-over-year;][added: | | | | | | | | | | | | | | | | | | | | | 4.0% | | | | | | (2.2)% | | |]

[removed: - Fleet productivity decreased 6.9] [added: Equipment rentals increased 14.9] percent, primarily due to [added: a 10.4 percent increase in fleet productivity, which included] the [added: more pronounced] impact of [removed: COVID-19 since March, when] [added: COVID-19, which resulted in] rental volume [removed: declined] [added: declines] in response to shelter-in-place orders and other market [removed: restrictions; and][added: restrictions, in 2020.]

- [removed: 74] [added: 72] percent of equipment rental revenue was derived from key accounts, as compared to [removed: 72] [added: 74] percent in [removed: 2019.][added: 2020.]

Prior to taking actions pertaining to our financial flexibility and liquidity, we [removed: considered] [added: consider] the impact of COVID-19 on liquidity, and [removed: assessed] [added: assess] our available sources and anticipated uses of cash, including, with respect to sources, cash generated from operations and from the sale of rental equipment.

In [removed: 2020,] [added: 2021,] we took the following actions to improve our financial flexibility and liquidity, and to position us to invest the necessary capital in our business:

- Issued $750 principal amount of [removed: 4] [added: 3 3/4] percent Senior Notes due [removed: 2030;][added: 2032;]

- [removed: Issued $1.1] [added: Redeemed all $1] billion principal amount of [removed: 3] [added: our 5] 7/8 percent Senior Notes due [removed: 2031;][added: 2026; and]

As discussed above, disciplined management of capital expenditures and fleet capacity is a component of our COVID-19 response plan, [removed: and, in 2020,] [added: which contributed to net rental] capital expenditures [removed: decreased] [added: in 2020 that were] significantly [removed: year-over-year.][added: below historic levels.]

Net income and diluted earnings per share for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] are presented below.

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Net income | | | $ | [removed: 890] [added: 1,386] | | | | | $ | [removed: 1,174] [added: 890] | | | | | $ | [removed: 1,096] [added: 1,174] | |

Net income and diluted earnings per share for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] include the after-tax impacts of the items below.

The tax rates applied to the items below reflect the statutory rates in the applicable [removed: entity.][added: entities.]

Not applicable.

As discussed in note 2 to our consolidated financial statements, in 2021, we adopted SEC guidance that is intended to modernize, simplify, and enhance certain disclosures throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In accordance with this guidance, we have omitted discussions comparing 2020 and 2019 results, as such disclosures were included in our Annual Report on Form 10-K for the year ended December 31, 2020.

As discussed below, in March 2020, we first experienced rental volume declines associated with COVID-19, and the COVID-19 impact was more pronounced in 2020 than 2021.

Our Annual Report on Form 10-K for the year ended December 31, 2020 and our Quarterly Reports on Form 10-Q filed in 2021 include detailed disclosures addressing the COVID-19 response plan that is summarized below.

Uncertainty also remains regarding the length of time it will take for the COVID-19 pandemic to ultimately subside, which will be impacted by the effectiveness of vaccines against COVID-19 (including against emerging variant strains), and by measures that may in the future be implemented to protect public health.

The volume declines were more pronounced in 2020 than 2021, and we have seen recent evidence of recovery across our construction and industrial markets, as well as encouraging gains in end-market indicators, as reflected in our 2022 forecast.

Our COVID-19 response plan is focused on five work-streams: 1) ensuring the safety and well-being of our employees and customers, 2) leveraging our competitive advantages to support the needs of customers, 3) aggressively managing capital expenditures, 4) controlling core operating expenses and 5) proactively managing the balance sheet with a focus on liquidity.

We believe that this response plan helped mitigate the impact of COVID-19 on our results.

As noted above, our Annual Report on Form 10-K for the year ended December 31, 2020 and our Quarterly Reports on Form 10-Q filed in 2021 include additional detailed COVID-19 disclosures.

We primarily operate in the United States and Canada, and have a limited presence in Europe, Australia and New Zealand (see Item 2—Properties for further detail).

Business- Industry Overview and Economic Outlook" for a discussion of market performance in 2021 and 2020.

- Equipment rentals increased 14.9 percent year-over-year, including the impact of the May 2021 acquisition of General Finance discussed in note 4 to the consolidated financial statements;

- Average OEC increased 4.0 percent year-over-year, including the impact of the General Finance acquisition;

- Fleet productivity increased 10.4 percent, primarily due to improved fleet absorption in 2021.

2020 reflected more pronounced rental volume declines associated with COVID-19, and in 2021, we saw evidence of a continuing recovery of activity across our end-markets; and

The slight decrease from 2020 includes the impact of the General Finance acquisition, which added revenue from Australia and New Zealand that is not from key accounts.

- Amended and extended our accounts receivable securitization facility, which expires on June 24, 2022 and may be further extended on a 364-day basis by mutual agreement with the purchasers under the facility, including an increase in the size of the facility from $800 to $900.

Total debt as of December 31, 2021 was flat year-over-year.

In 2021, borrowings under the ABL facility were used to fund most of the cost of the General Finance acquisition discussed above.

2021 debt activity also included the use of cash generated from operations, net of the funds used for capital expenditures, to reduce borrowings under the ABL facility (excluding the impact of the General Finance acquisition) and the net impact of the debt issuance and redemption discussed above.

(1)This primarily reflects transaction costs associated with the General Finance acquisition discussed above.

Merger related costs only include costs associated with major acquisitions completed since 2012 that significantly impact our operations (the "major acquisitions," each of which had annual revenues of over $200 prior to acquisition).

The

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| Loss on repurchase/redemption of debt securities (5) | | | (30) | | | | | | (183) | | | | | | (61) | | |

| EBITDA | | | 4,253 | | | | | | 3,796 | | | | | | 4,200 | | |

| Stock compensation expense, net (3) | | | 119 | | | | | | 70 | | | | | | 61 | | |

| Impact of the fair value mark-up of acquired fleet (4) | | | 37 | | | | | | 49 | | | | | | 75 | | |

| Adjusted EBITDA | | | $ | 4,414 | | | | | $ | 3,932 | | | | | $ | 4,355 | |

(1)This primarily reflects transaction costs associated with the General Finance acquisition discussed above.

(4)This reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in certain major acquisitions that was subsequently sold.

Equipment rentals gross margin increased year-over-year primarily due to a reduction in depreciation expense as a percentage of revenue, partially offset by higher bonus expense primarily due to improved profitability, and increases in certain operating expenses, including delivery costs, as a percentage of revenue.

Gross margin from sales of rental equipment increased primarily due to improved pricing in a strong used equipment market.

Non-rental depreciation and amortization decreased 4 percent year-over-year, which equated to a significant improvement as a percentage of revenue.

SG&A expense increased year-over-year primarily due to higher bonus and stock compensation expenses, which reflect improved profitability.

Year-over-year, income tax expense increased $211, or 85 percent, and the effective income tax rate increased by 300 basis points, primarily reflecting the release in 2020 of a valuation allowance on foreign tax credits.

Gross margin from equipment rentals (excluding depreciation) decreased 110 basis points primarily due to a higher bonus accrual, which reflects improved profitability, and increases in certain operating expenses, including delivery costs, as a percentage of revenue.

SG&A expense increased primarily due to increased bonus expense, which reflects improved profitability.

Gross margin from sales of rental equipment increased primarily due to improved pricing in a strong used equipment market.

| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | 2021 | | | | | | 2020 | | |

The following selected financial data reflects the results of operations and balance sheet data as of and for the years ended December 31, 2016 to 2020.

The following acquired companies are reflected in our results of operations for all periods subsequent to the noted acquisition dates:

- In April 2017, we completed the acquisition of NES Rentals Holdings II, Inc. (“NES”).

NES had annual revenues of approximately $369;

- In October 2017, we completed the acquisition of Neff Corporation ("Neff").

Neff had annual revenues of approximately $413;

- In July 2018, we completed the acquisition of BakerCorp International Holdings, Inc. (“BakerCorp”).

BakerCorp had annual revenues of approximately $295; and

- In October 2018, we completed the acquisition of Vander Holding Corporation and its subsidiaries (“BlueLine”).

BlueLine had annual revenues of approximately $786.

The data below should be read in conjunction with, and is qualified by reference to, our Management’s Discussion and Analysis and our consolidated financial statements and notes thereto contained elsewhere in this report.

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

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

| 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | |

| (in millions, except per share data) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income statement data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total cost of revenues | | | 5,347 | | | | | | 5,681 | | | | | | 4,683 | | | | | | 3,872 | | | | | | 3,359 | | |

| Gross profit | | | 3,183 | | | | | | 3,670 | | | | | | 3,364 | | | | | | 2,769 | | | | | | 2,403 | | |

| Operating income | | | 1,800 | | | | | | 2,152 | | | | | | 1,951 | | | | | | 1,507 | | | | | | 1,415 | | |

| Income before provision (benefit) for income taxes | | | 1,139 | | | | | | 1,514 | | | | | | 1,476 | | | | | | 1,048 | | | | | | 909 | | |

| Basic earnings per share (2) | | | $ | 12.24 | | | | | $ | 15.18 | | | | | $ | 13.26 | | | | | $ | 15.91 | | | | | $ | 6.49 | |

(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.

(2)2017 includes the significant impact of the enactment of the Tax Cuts and Jobs Act (the "Tax Act").

The enactment of the Tax Act resulted in an estimated net income increase for the year ended December 31, 2017 of $689, or $8.05 per diluted share, primarily due to a one-time revaluation of our net deferred tax liability based on a U.S. federal tax rate of 21 percent, which was partially offset by the impact of a one-time transition tax on our unremitted foreign earnings and profits, which we elected to pay over an eight-year period.

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

| | | | December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| | | | (in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance sheet data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | $ | 17,868 | | | | | $ | 18,970 | | | | | $ | 18,133 | | | | | $ | 15,030 | | | | | $ | 11,988 | |

| Total debt | | | 9,682 | | | | | | 11,428 | | | | | | 11,747 | | | | | | 9,440 | | | | | | 7,790 | | |

| Stockholders’ equity | | | 4,545 | | | | | | 3,830 | | | | | | 3,403 | | | | | | 3,106 | | | | | | 1,648 | | |

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

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.

We have audited the accompanying consolidated balance sheets of United Rentals, Inc. [removed: (“the Company”)] [added: (the “Company”)] as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] 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 present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 27, 2021] [added: 26, 2022] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At December 31, [removed: 2020,] [added: 2021,] the Company’s goodwill was [removed: $5.2] [added: $5.5] 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, 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, including the impact of COVID-19.] [added: 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 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, including [removed: 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: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash equivalents | | | $ | [removed: 202] [added: 144] | | | | | $ | [removed: 52] [added: 202] | |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $108] [added: $112] at December 31, [removed: 2020] [added: 2021] and [removed: $103] [added: $108] at December 31, [removed: 2019] [added: 2020] | | | [removed: 1,315] [added: 1,677] | | | | | | [removed: 1,530] [added: 1,315] | | |

| Inventory | | | [removed: 125] [added: 164] | | | | | | [removed: 120] [added: 125] | | |

| Prepaid expenses and other assets | | | [removed: 375] [added: 166] | | | | | | [removed: 140] [added: 375] | | |

| Total current assets | | | [removed: 2,017] [added: 2,151] | | | | | | [removed: 1,842] [added: 2,017] | | |

| Rental equipment, net | | | [removed: 8,705] [added: 10,560] | | | | | | [removed: 9,787] [added: 8,705] | | |

| Property and equipment, net | | | [removed: 604] [added: 612] | | | | | | 604 | | |

| Goodwill | | | [removed: 5,168] [added: 5,528] | | | | | | [removed: 5,154] [added: 5,168] | | |

| Other intangible assets, net | | | [removed: 648] [added: 615] | | | | | | [removed: 895] [added: 648] | | |

| Operating lease right-of-use assets | | | [removed: 688] [added: 784] | | | | | | [removed: 669] [added: 688] | | |

| Other long-term assets | | | [removed: 38] [added: 42] | | | | | | [removed: 19] [added: 38] | | |

| Total assets | | | $ | [removed: 17,868] [added: 20,292] | | | | | $ | [removed: 18,970] [added: 17,868] | |

| Short-term debt and current maturities of long-term debt | | | $ | [removed: 704] [added: 906] | | | | | $ | [removed: 997] [added: 704] | |

| Accounts payable | | | [removed: 466] [added: 816] | | | | | | [removed: 454] [added: 466] | | |

| Accrued expenses and other liabilities | | | [removed: 720] [added: 881] | | | | | | [removed: 747] [added: 720] | | |

| Total current liabilities | | | [removed: 1,890] [added: 2,603] | | | | | | [removed: 2,198] [added: 1,890] | | |

| Long-term debt | | | [removed: 8,978] [added: 8,779] | | | | | | [removed: 10,431] [added: 8,978] | | |

| Deferred taxes | | | [removed: 1,768] [added: 2,154] | | | | | | [removed: 1,887] [added: 1,768] | | |

| Operating lease liabilities | | | [removed: 549] [added: 621] | | | | | | [removed: 533] [added: 549] | | |

| Other long-term liabilities | | | [removed: 138] [added: 144] | | | | | | [removed: 91] [added: 138] | | |

| Total liabilities | | | [removed: 13,323] [added: 14,301] | | | | | | [removed: 15,140] [added: 13,323] | | |

| Common stock—$0.01 par value, 500,000,000 shares authorized, [removed: 114,210,157] [added: 114,434,075] and [removed: 72,196,648] [added: 72,420,566] shares issued and outstanding, respectively, at December 31, [removed: 2020] [added: 2021] and [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] | | | 1 | | | | | | 1 | | |

| Additional paid-in capital | | | [removed: 2,482] [added: 2,567] | | | | | | [removed: 2,440] [added: 2,482] | | |

| Retained earnings | | | [removed: 6,165] [added: 7,551] | | | | | | [removed: 5,275] [added: 6,165] | | |

| Treasury stock at cost—42,013,509 [removed: and 39,463,472] shares at December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019, respectively] [added: 2020] | | | (3,957) | | | | | | [removed: (3,700)] [added: (3,957)] | | |

| Accumulated other comprehensive loss | | | [removed: (146)] [added: (171)] | | | | | | [removed: (186)] [added: (146)] | | |

| Total stockholders’ equity | | | [removed: 4,545] [added: 5,991] | | | | | | [removed: 3,830] [added: 4,545] | | |

| Total liabilities and stockholders’ equity | | | $ | [removed: 17,868] [added: 20,292] | | | | | $ | [removed: 18,970] [added: 17,868] | |

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| Equipment rentals | | | $ | [removed: 7,140] [added: 8,207] | | | | | $ | [removed: 7,964] [added: 7,140] | | | | | $ | [removed: 6,940] [added: 7,964] | |

| Sales of rental equipment | | | [removed: 858] [added: 968] | | | | | | [removed: 831] [added: 858] | | | | | | [removed: 664] [added: 831] | | |

| Sales of new equipment | | | [removed: 247] [added: 203] | | | | | | [removed: 268] [added: 247] | | | | | | [removed: 208] [added: 268] | | |

| Contractor supplies sales | | | [removed: 98] [added: 109] | | | | | | [removed: 104] [added: 98] | | | | | | [removed: 91] [added: 104] | | |

| Service and other revenues | | | [removed: 187] [added: 229] | | | | | | [removed: 184] [added: 187] | | | | | | [removed: 144] [added: 184] | | |

| | | | 2021 | | | | | | 2020 | | |

| Balance at December 31, 2020 | | | 72 | | | | | | $ | 1 | | | | | $ | 2,482 | | | | | $ | 6,165 | | | | | 42 | | | | | | $ | (3,957) | | | | | $ | (146) | |

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

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

| Balance at December 31, 2021 | | | 72 | | | | | | $ | 1 | | | | | $ | 2,567 | | | | | $ | 7,551 | | | | | 42 | | | | | | $ | (3,957) | | | | | $ | (171) | |

| Net income | | | $ | 1,386 | | | | | $ | 890 | | | | | $ | 1,174 | |

As discussed in note 4 to the consolidated financial statements, in May 2021, we completed the acquisition of General Finance Corporation (“General Finance”), which allowed for our entry into select markets in Australia and New Zealand.

Uncertainty also remains regarding the length of time it will take for the COVID-19 pandemic to ultimately subside, which will be impacted by the effectiveness of vaccines against COVID-19 (including against emerging variant strains), and by measures that may in the future be implemented to protect public health.

The health and safety of our employees and customers remains our top priority, and we also implemented a detailed COVID-19 response plan, which is explained in more detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and which we believe helped mitigate the impact of COVID-19 on our results.

The volume declines were more pronounced in 2020 than 2021, and we have seen recent evidence of recovery across our construction and industrial markets, as well as encouraging gains in end-market indicators, as reflected in our 2022 forecast.

The weighted average salvage value of our rental equipment is 11 percent of cost.

When conducting the goodwill impairment test, we are required to compare the fair value of our reporting units (which are our regions) with the carrying amount.

As discussed in note 5 to our consolidated financial statements, as of December 31, 2021, our divisions were our operating segments.

We conducted the goodwill impairment test as of October 1, 2021 at the reporting unit level, which is one level below the operating segment level.

We conducted the goodwill impairment test as of October 1, 2020 at the same reporting unit level, although at that time, the reporting unit was also the operating segment (see note 5 for further discussion of our segment structure).

We estimate the fair

As discussed in note 4 to the consolidated financial statements, in May 2021, we completed the acquisition of General Finance.

All of the assets in the Mobile Storage and Mobile Storage International reporting units were acquired in the General Finance acquisition.

The estimated fair values of our Mobile Storage and Mobile Storage International reporting units exceeded their carrying amounts by 10 percent and 17 percent, respectively.

addresses lease revenue).

In the fourth quarter of 2021, we identified additional cash in our foreign operations in excess of near-term working capital needs, and remitted $203 of cash from foreign operations (such amount represents the cumulative amount of identified cash in our foreign operations in excess of near-term working capital needs).

The taxes recorded associated with the remitted cash were immaterial in both 2020 and 2021.

Accounting/Disclosure Guidance Adopted in 2021

*Amendments to Management's Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information*.

In February 2021, a Securities and Exchange Commission ("SEC") rule intended to modernize, simplify, and enhance certain financial disclosure requirements became effective.

The primary disclosure changes we made associated with this rule were to remove: 1) discussions comparing 2020 and 2019 results, as such disclosures were included in our prior SEC filings, 2) selected financial data for the preceding five years and 3) the tabular disclosure of contractual obligations, although we continue to provide disclosures addressing the most significant categories of our short-term and long-term needs for cash.

The majority of our revenue is recognized in

The increase in 2021 primarily reflects the impact of the General Finance acquisition discussed in note 4 to the consolidated financial statements.

Adoption of this guidance did not materially impact our financial statements.

below.

| Deductions and other (3) | | | | | | | | | (32) | | | | | | (29) | | | | | | (32) | | |

Acquisitions

On May 25, 2021, we completed the acquisition of General Finance.

General Finance previously operated as Pac-Van and Container King in the U.S. and Canada, and as Royal Wolf in Australia and New Zealand, and was a leading provider of mobile storage equipment and modular office space.

Its network served diverse end-markets, including construction, commercial, industrial, retail, transportation, petrochemical, consumer, natural resources, governmental and education.

As of March 31, 2021, General Finance’s rental fleet consisted of approximately 100,000 units at an original cost of approximately $650.

For the 12 months ending December 31, 2020, General Finance had revenues of $342 (such amount represents General Finance’s historic revenue presented in accordance with our revenue mapping).

The acquisition is expected to:

- Complement our leading positions in general construction and industrial rentals and specialty rentals, which will further differentiate us through our ability to deliver value as a one-stop-shop for customers;

- Create immediate cross-sell opportunities, and allow us to introduce mobile storage and modular office solutions in service areas that previously were not served by General Finance; and

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.

January 27, 2021

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

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

| Balance at January 1, 2018 | | | 84 | | | | | | $ | 1 | | | | | $ | 2,356 | | | | | $ | 3,005 | | | | | 28 | | | | | | $ | (2,105) | | | | | $ | (151) | |

| Repurchase of common stock | | | (3) | | | | | | | | | | | | | | | | | | | | | | | | 3 | | | | | | $ | (257) | | | | | | | |

| Proceeds from the exercise of common stock options | | | 1 | | | | | | 11 | | | | | | 2 | | |

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.

Our allowance for doubtful accounts as of December 31, 2020 included an adjustment for the estimated impact of COVID-19 on future collectibility that was not material to our financial statements.

As discussed below (see "Guidance Adopted in 2020-Simplifying the Test for Goodwill Impairment"), in 2020, we adopted accounting guidance that eliminated the second step from the goodwill impairment test (this guidance did not have a significant impact on our financial statements).

Prior guidance required utilizing a two-step process to review goodwill for impairment.

A second step was required if there was an indication that an impairment may exist, and the second step required calculating the potential impairment by comparing the implied fair value of the reporting unit's goodwill (as if purchase accounting were performed on the testing date) with the carrying amount of the goodwill.

We did not perform this second step for the goodwill impairment test conducted as of October 1, 2020 or 2019 (for 2020, because the adopted accounting guidance eliminated the second step, and, for 2019, because there was no indication that an impairment may have existed).

The first step of the impairment test requires comparing the fair value of a reporting unit with its carrying amount.

Financial Accounting

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 Topic 842.

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

on the technical merits of the position.

The Tax Cuts and Jobs Act (the "Tax Act") was enacted in December 2017, and required a one-time transition tax for deemed repatriation of accumulated undistributed earnings of certain foreign investments, which we primarily recognized upon adoption of the Tax Act in 2017.

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.

New Accounting Pronouncements

The guidance will be effective for fiscal years and interim periods beginning after December 15, 2020.

Guidance Adopted in 2020

*Measurement of Credit Losses on Financial Instruments.* In June 2016, the FASB issued guidance that requires companies to present certain financial assets net of the amount expected to be collected.

This guidance does not apply to receivables arising from operating lease revenues.

See note 3 (see "Receivables and contract assets and liabilities") for further discussion of our receivables.

*Facilitation of the Effects of Reference Rate Reform on Financial Reporting*.

In March 2020, the FASB issued guidance that provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued.

The expedients and exceptions in this guidance are optional, and we are evaluating the potential future financial statement impact of any such expedient or exception that we may elect to apply.

*Simplifying the Test for Goodwill Impairment*.

In January 2017, the Financial Accounting Standards Board ("FASB") issued guidance intended to simplify the subsequent accounting for goodwill acquired in a business combination.

The new guidance eliminates the second step from the goodwill impairment test.

Under the new guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and then recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value (although the loss should not exceed the total amount of goodwill allocated to the reporting unit).

The guidance requires prospective adoption.

We adopted the guidance for the goodwill impairment test that we conducted as of October 1, 2020, and adoption of the guidance did not have a significant impact on our financial statements.

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: 2020.][added: 2021.]

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: 2020.][added: 2021.]

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: 2020.][added: 2021.]

Based on this assessment, our management has concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

We have audited United Rentals, Inc.’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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. [removed: (“the Company”)] [added: (the “Company”)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] and the related notes [added: and schedule] of the Company and our report dated January [removed: 27, 2021] [added: 26, 2022] expressed an unqualified opinion thereon.

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2020] [added: 2021] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

January 26, 2022

January 27, 2021

PART III

Not applicable.

PART III

The information required by this Item is incorporated by reference to the applicable information in our Proxy Statement related to the [removed: 2021] [added: 2022] Annual Meeting of [removed: Stockholders (the “2021 Proxy Statement”),] [added: Stockholders,] which is expected to be filed with the SEC on or before March [removed: 23, 2021.][added: 22, 2022 (the “2022 Proxy Statement”).]

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2021] [added: 2022] Proxy [removed: Statement, which is expected to be filed with the SEC on or before March 23, 2021.][added: Statement.]

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2021] [added: 2022] Proxy [removed: Statement, which is expected to be filed with the SEC on or before March 23, 2021.][added: Statement.]

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2021] [added: 2022] Proxy [removed: Statement, which is expected to be filed with the SEC on or before March 23, 2021.][added: Statement.]

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2021] [added: 2022] Proxy [removed: Statement, which is expected to be filed with the SEC on or before March 23, 2021.][added: Statement.]

Our independent registered public accounting firm is Ernst & Young LLP, Stamford, Connecticut, Auditor Firm ID: 42.

United Rentals, Inc. Consolidated Balance Sheets at December 31, [removed: 2020] [added: 2021] and [removed: 2019][added: 2020]

United Rentals, Inc. Consolidated Statements of Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

United Rentals, Inc. Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

United Rentals, Inc. Consolidated Statements of Stockholders' Equity for the years ended December [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

United Rentals, Inc. Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

| 2 | | | (a) | | | [Agreement and Plan of Merger, dated as of [removed: December 15, 2011,] [added: June 30, 2018,] by and [removed: between] [added: among] United Rentals, [removed: Inc.] [added: Inc., UR Merger Sub IV Corporation] and [removed: RSC Holdings] [added: BakerCorp International Holdings,] Inc. (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc. [added: and United Rentals (North America), Inc. Current] Report on Form 8-K filed on [removed: December 21, 2011)](http://www.sec.gov/Archives/edgar/data/1047166/000119312511348597/d272512dex21.htm)] [added: July 2, 2018)](http://www.sec.gov/Archives/edgar/data/1047166/000119312518210449/d648486dex21.htm)] | | |

| 2 | | | (b) | | | [Agreement and Plan of Merger, dated [removed: as of] April [removed: 30, 2012,] [added: 15, 2021,] by and [removed: between] [added: among General Finance Corporation,] United Rentals (North America), [removed: Inc.] [added: Inc.,] and UR Merger Sub [added: VI] Corporation (incorporated by reference to Exhibit [removed: 1.1 of] [added: 2.1 to] the [removed: United Rentals, Inc.] [added: Current] Report on Form 8-K filed [added: by United Rentals, Inc.] on [removed: May 3, 2012)](http://www.sec.gov/Archives/edgar/data/1047166/000119312512208840/d342342dex11.htm)] [added: April 15, 2021)](http://www.sec.gov/Archives/edgar/data/1047166/000110465921050987/tm2113073d1_ex2-1.htm)] | | |

| [removed: 2] [added: 10] | | | [removed: (d)] [added: (nnn)] | | | [removed: [Agreement and Plan] [added: [Form] of [removed: Merger,] [added: Tender and Support Agreement,] dated [removed: as of January 25, 2017,] [added: April 15, 2021,] by and among United Rentals (North America), Inc., UR Merger Sub [removed: II Corporation, NES Rentals Holdings II, Inc.] [added: VI Corporation] and [removed: Diamond Castle Holdings, LLC, solely in its capacity as the Stockholder Representative] [added: certain stockholders of General Finance Corporation] (incorporated by reference to Exhibit [removed: 2.1 of] [added: 10.1 to] the [removed: United Rentals, Inc. and United Rentals (North America), Inc.] Current Report on Form 8-K filed [added: by United Rentals, Inc.] on [removed: January 27, 2017)](http://www.sec.gov/Archives/edgar/data/1047166/000110465917004553/a17-3341_1ex2d1.htm)] [added: April 16, 2021)](http://www.sec.gov/Archives/edgar/data/1047166/000110465921050987/tm2113073d1_ex10-1.htm)] | | |

| [removed: 2] [added: 10] | | | [removed: (e)] [added: (s)] | | | [removed: [Agreement and Plan] [added: [Form] of [removed: Merger,] [added: Restricted Stock Unit Agreement for Michael Kneeland,] dated [removed: as of August 16, 2017, by and among United Rentals (North America), Inc., UR Merger Sub III Corporation and Neff Corporation] [added: March 11, 2019] (incorporated [removed: herein] by reference to Exhibit [removed: 2.1] [added: 10.1] of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on [removed: August 17, 2017)](http://www.sec.gov/Archives/edgar/data/1047166/000110465917052469/a17-20313_2ex2d1.htm)] [added: March 15, 2019)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312519076777/d723237dex101.htm)] | | |

| [removed: 2] [added: 10] | | | [removed: (f)] [added: (cc)] | | | [removed: [Agreement and Plan of Merger,] [added: [Restricted Stock Unit Agreement,] dated as of [removed: June 30, 2018,] [added: March 11, 2019,] by and [removed: among] [added: between] United Rentals, [removed: Inc., UR Merger Sub IV Corporation and BakerCorp International Holdings,] Inc. [added: and Michael J. Kneeland] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] of the United Rentals, Inc. and United Rentals (North [removed: America),] [added: America)] Inc. Current Report on Form [removed: 8-K] [added: 8-K,] filed on [removed: July 2, 2018)](http://www.sec.gov/Archives/edgar/data/1047166/000119312518210449/d648486dex21.htm)] [added: March 15, 2019)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312519076777/d723237dex101.htm)] | | |

| [removed: 2] [added: 10] | | | [removed: (g)] [added: (jjj)] | | | [removed: [Agreement] [added: [Third Amended] and [removed: Plan of Merger,] [added: Restated Purchase and Contribution Agreement,] dated as of September [removed: 10, 2018,] [added: 24, 2012,] by and among United [added: Rentals Receivables LLC II, United] Rentals, [removed: Inc., UR Merger Sub V Corporation, Vander Holding Corporation] [added: Inc.] and [removed: Platinum Equity Advisors, LLC, solely in its capacity as the initial Holder Representative thereunder] [added: United Rentals (North America), Inc. (without annexes)] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] of the United Rentals, Inc. [removed: and United Rentals (North America), Inc. Current] Report on Form 8-K filed on September [removed: 10, 2018)](http://www.sec.gov/Archives/edgar/data/1047166/000119312518269651/d605852dex21.htm)] [added: 25, 2012)](http://www.sec.gov/Archives/edgar/data/1047166/000119312512403386/d417444dex101.htm)] | | |

| 3 | | | (a) | | | [Fifth Amended and Restated Certificate of Incorporation of United Rentals, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1047166/000119312520137638/d890539dex32.htm)[,] [added: Inc.,] dated 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 May 8, 2020)](http://www.sec.gov/Archives/edgar/data/1047166/000119312520137638/d890539dex32.htm) | | |

| 4 | | | (b) | | | [Indenture for the 5 [removed: 7/8] [added: 1/2] percent Notes due [removed: 2026,] [added: 2027,] dated as of [removed: May 13,] [added: November 7,] 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 [removed: May 13, 2016)](http://www.sec.gov/Archives/edgar/data/1047166/000110465916120914/a16-10962_1ex4d1.htm)] [added: November 7, 2016)](http://www.sec.gov/Archives/edgar/data/1047166/000104746916016559/a2230212zex-4_1.htm)] | | |

| 4 | | | (c) | | | [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 | | | (d) | | | [Indenture for the 4 7/8 percent Notes due 2028, 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 [removed: 4.1] [added: 4.2] 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_1ex4d2.htm)] | | |

| 4 | | | [removed: (e)] [added: (g)] | | | [Indenture for the [removed: 4 7/8 percent] [added: 4.000% Senior] Notes due [removed: 2028,] [added: 2030,] dated as of [removed: September 22, 2017,] [added: February 25, 2020,] 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 (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: February 25, 2020)](http://www.sec.gov/Archives/edgar/data/1047166/000110465920024812/tm2010799d1_ex4-1.htm)] | | |

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

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

| 4 | | | (h) | | | [Indenture for the [removed: 4.000%] [added: 3.875%] Senior [added: Secured] Notes due [removed: 2030,] [added: 2031,] dated as of [removed: February 25,] [added: August 10,] 2020, among United Rentals (North America), Inc., United Rentals, Inc., each of United Rentals (North America), Inc.’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including the form of note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on [removed: February 25, 2020)](http://www.sec.gov/Archives/edgar/data/1047166/000110465920024812/tm2010799d1_ex4-1.htm)] [added: August 10, 2020)](http://www.sec.gov/Archives/edgar/data/1047166/000110465920092703/tm2026107d4_ex4-1.htm)] | | |

| 4 | | | (i) | | | [Indenture for the [removed: 3.875%] [added: 3.750%] Senior [removed: Secured] Notes due [removed: 2031,] [added: 2032,] dated as of August [removed: 10, 2020,] [added: 13, 2021,] among United Rentals (North America), Inc., United Rentals, Inc., each of United Rentals (North America), Inc.’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including the form of note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on August [removed: 10, 2020)](http://www.sec.gov/Archives/edgar/data/1047166/000110465920092703/tm2026107d4_ex4-1.htm)] [added: 13, 2021)](http://www.sec.gov/Archives/edgar/data/0001067701/000110465921105128/tm2123616d6_ex4-1.htm)] | | |

| 4 | | | (j)* | | | [Description of United Rentals’ Securities Registered Pursuant to Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/1067701/000106770121000008/uri-2020123110kex4j.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/1067701/000106770122000008/uri-2021123110kex4j.htm)] | | |

| 10 | | | (c) | | | [United Rentals, Inc. Deferred Compensation [removed: Plan for Directors,] [added: Plan,] as amended and restated, effective January 1, 2013 (incorporated by reference to Exhibit 10(f) 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-2012123110kex10f.htm) | | |

| 10 | | | [removed: (g)] [added: (j)] | | | [United Rentals, Inc. [removed: Long-Term Incentive] [added: Restricted Stock Unit Deferral] Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit [removed: 10.5] [added: 10.3] of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on December 19, [removed: 2008)‡](http://www.sec.gov/Archives/edgar/data/1047166/000101905608001457/ex10_5.htm)] [added: 2008)‡](http://www.sec.gov/Archives/edgar/data/1047166/000101905608001457/ex10_3.htm)] | | |

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

| 10 | | | [removed: (i)] [added: (h)] | | | [United Rentals, Inc. Second Amended and Restated 2010 Long Term Incentive Plan (incorporated by reference to Appendix 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 | | | [removed: (j)] [added: (i)] | | | [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 | | | (k) | | | [removed: [United] [added: [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 [removed: 10.3] [added: 10(p)] of the United Rentals, Inc. [added: Annual] Report on Form [removed: 8-K, Commission File No. 001-14387, filed on] [added: 10-K for the year ended] December [removed: 19, 2008)‡](http://www.sec.gov/Archives/edgar/data/1047166/000101905608001457/ex10_3.htm)] [added: 31, 2010)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312511020326/dex10p.htm)] | | |