United Rentals (URI) 10-K risk factor changes: FY2022 vs FY2021

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

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

Such decreases [added: have] adversely affected our operating results by causing our revenues to decline and, because certain of our costs are fixed, our operating margins to be reduced.

- an increase in [added: costs, including] the cost of construction [removed: materials;][added: materials, as a result of inflation or other factors;]

- public health crises and [removed: epidemics,] [added: epidemics (or concerns over the possibility of] such [added: a health crisis or epidemic), such] as COVID-19;

- supply chain disruptions; [removed: or]

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

Prices for oil and natural gas are subject to [added: potentially] large fluctuations in response to relatively minor changes in the supply of and demand for oil and natural gas, market uncertainty, and a variety of other economic factors that are beyond our control.

Increases in fuel costs or reduced supplies of fuel [added: have in the past harmed, and] could [removed: harm] [added: in the future again harm,] our business.

At December 31, [removed: 2021,] [added: 2022,] our total indebtedness was [removed: $9.7] [added: $11.4] billion.

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

URNA’s payment capacity is restricted under the covenants in our senior secured asset-based revolving credit facility (“ABL facility”), our senior secured term loan credit facility (“term loan facility”) and the indentures governing URNA’s outstanding [removed: indebtedness;][added: senior notes;]

As a result, [removed: an increase] [added: increases] in market interest rates [removed: would] increase our interest expense and our debt service obligations.

At December 31, [removed: 2021,] [added: 2022,] we had [removed: $2.8] [added: $3.5] billion of indebtedness that bore interest at variable rates.

As of December 31, [removed: 2021,] [added: 2022,] our variable rate indebtedness represented [removed: 29] [added: 31] percent of our total indebtedness.

The indentures [removed: or] [added: and other] agreements governing our current indebtedness permit us to recapitalize our debt or take a number of other actions, any of which could diminish our ability to make payments on our indebtedness when due and further exacerbate the risks associated with our current level of indebtedness.

As of December 31, [removed: 2021,] [added: 2022,] specified availability under the ABL facility exceeded the required threshold and, as a result, this financial covenant was inapplicable.

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

Future debt arrangements we enter into may contain similar [added: financial covenant] provisions.

A breach of any of the covenants or restrictions contained in these agreements [removed: could] [added: would] result in an event of default.

[removed: The inability to] [added: ABL facility, or limitations on the amounts we can] borrow under our ABL [removed: facility] [added: facility,] may adversely affect our liquidity, results of operations and financial position.

[added: If our access to such financing was unavailable] or [added: 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.

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

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

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

Our failure to address these risks or other problems encountered in connection with any past or future acquisition could cause us to fail to realize the anticipated benefits of the [removed: acquisitions,] [added: acquisitions over the timeframe we expect, or at all,] cause us to incur unanticipated liabilities [removed: and] [added: or] harm our [added: existing operations or our] business generally.

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

We would expect to pay for any future acquisitions using cash, capital stock, [added: net proceeds from the issuance of] notes, [removed: other indebtedness] [added: borrowings under our credit facilities] and/or assumption of indebtedness.

At December 31, [removed: 2021,] [added: 2022,] we had [removed: $5.5] [added: $6.0] billion of goodwill on our consolidated balance sheet.

- changes in demand for, or utilization of, our equipment or in the prices we charge due to changes in economic conditions, [added: including rising inflation,] competition or other factors;

In [removed: January] [added: October] 2022, our Board of Directors authorized a [removed: new] share repurchase program.

Under the [removed: new] program, we are authorized to repurchase shares of common stock for an aggregate purchase price not to exceed [removed: $1] [added: $1.25] billion, excluding fees, commissions and other ancillary expenses.

Additionally, our share repurchase program could diminish our cash reserves, which may impact our ability to finance future [removed: growth] [added: growth, to continue to pay a dividend] and to pursue possible future strategic opportunities and acquisitions.

[removed: Although our Board elected not to extend our stockholders’ rights plan upon its expiration in 2011, we still] [added: We] have in place certain charter provisions that may have the effect of deterring hostile takeovers or delaying or preventing changes in control or management of the Company that are not approved by our Board, including transactions in which our stockholders might otherwise receive a premium for their shares over then-current market prices.

[removed: We are also subject] to Section 203 of the Delaware General Corporation Law which, under certain circumstances, restricts the ability of a publicly held Delaware corporation to engage in a business combination, such as a merger or sale of assets, with any stockholder that, together with affiliates, owns 15 percent or more of the corporation’s outstanding voting stock, which similarly could prohibit or delay the accomplishment of a change of control transaction.

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

A change of control (as defined in the applicable agreement) is also a termination event under our accounts receivable securitization facility and [removed: generally] [added: under certain circumstances] would require us to offer to repurchase our outstanding senior notes.

Further, [removed: delinquencies and credit losses generally would be expected to increase if there was] a worsening of economic [removed: conditions.][added: conditions would be expected to result in increased delinquencies and credit losses.]

The extent to which these efforts and strategies will achieve our desired efficiencies and goals in [removed: 2022] [added: 2023] and beyond is uncertain, as their success depends on a number of factors, some of which are beyond our control.

[added: The termination of our relationship with any of our key suppliers could have a material] 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.

Challenging economic conditions and the occurrence of unforeseen or catastrophic events, including public health crises and epidemics, have in the past adversely impacted, and may in the future adversely impact, us, our customers or our suppliers and in turn adversely affect our business, revenues and operating results.

Our business has been and may in the future be adversely affected by economic conditions in the United States and globally.

In addition, the following factors, among others, could adversely impact us, our customers or our suppliers and in turn adversely affect our revenues and operating results:

- geopolitical conflicts, such as Russia’s invasion of Ukraine, and the resultant sanctions and other measures imposed in response; or

- other unforeseen or catastrophic events.

These factors have in the past, and could in the future, among other things, cause weakness in our end-markets and impact customer demand for equipment rentals, reduce the availability and productivity of our employees, increase our costs, result in delayed payments from our customers and uncollectible accounts, impact previously announced strategic plans or impact our ability to access funds from financial institutions and capital markets on terms favorable to us, or at all.

These restrictions may cause us to suspend or cease the payment of dividends.

The inability to borrow under our

- changes in customer, fleet, geographic and segment mix;

- cost increases as a result of inflation;

No repurchases were made as of December 31, 2022 under this program, which was paused through the initial phase of the integration of the Ahern Rentals acquisition that is discussed in note 4 to the consolidated financial statements.

We expect to resume repurchases under the program in the first quarter of 2023, and to repurchase $1.0 billion of common stock under the program in 2023.

In August 2022, Congress passed the Inflation Reduction Act, which imposes a new one percent tax on stock repurchases, subject to certain adjustments, after December 31, 2022 by publicly traded U.S. companies, including us, which may also impact our decision to engage in share repurchases.

We are also subject

We cannot make any guarantees with respect to payment of dividends on our common stock.

In January 2023, our Board of Directors approved the declaration of a dividend on our common stock.

The Board of Directors will regularly evaluate our capital allocation strategy and dividend policy, and any future determination to continue to pay dividends, and the amount of such dividends, will be at the discretion of the Board of Directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements and contractual restrictions, including the requirements of the agreements governing our indebtedness.

No assurance can be given that cash dividends will continue to be declared and paid, and, if declared and paid, the amount of such dividends.

We also continue to pursue strategies to improve productivity.

Our centralization of equipment and non-equipment purchases has resulted in us depending on, and being exposed to, the credit risk of a group of key suppliers.

We are subject to risks related to our ability to meet our environmental and social goals, including our greenhouse gas intensity reduction goal.

Although we have announced environmental and social goals, including our greenhouse gas intensity reduction goal, our efforts to provide more low- and zero-emissions equipment to our customers and our efforts to provide customers with tools to monitor and manage their environmental impacts, there can be no assurance that our shareholders and other stakeholders will agree with our goals and strategies.

Moreover, any perception, whether or not valid, that we have failed to act responsibly with respect to such matters, failed to achieve our goals or failed to effectively respond to new or additional legal or regulatory requirements regarding climate change, could adversely affect our business and reputation.

Execution of our environmental and social goals is subject to numerous risks and uncertainties, many of which are outside of our control, including, but not limited to, our ability to achieve our goals within the expected timeframes and the currently projected cost ranges; the availability and cost of renewable energy; the availability and cost of low- and zero-emissions equipment and vehicles for our rental fleet; the availability and cost of low- and zero-emissions vehicles for our sales, service and delivery non-rental fleet; compliance with global and regional regulations, taxes, charges, mandates or requirements relating to greenhouse gas emissions, carbon costs or climate-related goals; adapting products to customer preferences and customer acceptance of low- and zero-emissions equipment; the accuracy of the assumptions used to estimate customers’ emissions in our emissions tracking tool in Total Control®; and the actions of competitors and competitive pressures.

As a result, there is no assurance that we will be able to successfully achieve our environmental and social goals, which could damage our reputation and customer and other stakeholder relationships and have an adverse effect on our business, results of operations and financial condition.

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

Our business is cyclical in nature.

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

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

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

Those adverse effects could be material.

The scale and scope of the COVID-19 pandemic, the uncertainty around the effectiveness of vaccines against COVID-19 (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 may in the future again adversely affect, our results of operations and financial position.

In particular, the COVID-19 pandemic:

- impacted customer demand for equipment rentals;

- reduced the availability and productivity of our employees;

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

- impacted previously announced strategic plans, including our share repurchase program.

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.

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

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

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

In addition,

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

If our access to such financing was unavailable or reduced,

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

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

We have also spent resources and efforts, apart from acquisitions, in attempting to grow and enhance our rental business over the past few years.

These efforts place strains on our management and other personnel time and resources, and require timely and continued investment in facilities, personnel and financial and management systems and controls.

We may not be successful in implementing all of the processes that are necessary to support any of our growth initiatives, which could result in our expenses increasing disproportionately to our incremental revenues, causing our operating margins and profitability to be adversely affected.

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

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

We also continue to pursue general cost reduction strategies.

We have achieved significant cost savings through our centralization of equipment and non-equipment purchases.

However, as a result, we depend on and are exposed to the credit risk of a group of key suppliers.

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

fluctuations in exchange rates and (ii) the need to comply with foreign laws and regulations, as well as U.S. laws and regulations, applicable to our operations in foreign jurisdictions.

with requirements that are promulgated in the future.

As of December 31, [removed: 2021,] [added: 2022,] we had an aggregate of [removed: $2.8] [added: $3.5] billion of indebtedness that bears interest at variable rates, comprised of borrowings under the ABL, accounts receivable [removed: securitization and] [added: securitization,] term loan [added: and repurchase] facilities.

See note [removed: 13] [added: 12] to our consolidated financial statements for the amounts outstanding, and the interest rates thereon, as of December 31, [removed: 2021] [added: 2022] under these facilities.

[removed: As of December 31, 2021, based upon the amount of our variable rate debt] outstanding, our annual after-tax earnings would decrease by approximately [removed: $21] [added: $26] 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: 13] [added: 12] to our consolidated financial statements.

At December 31, [removed: 2021,] [added: 2022,] we had an aggregate of [removed: $6.9] [added: $7.8] billion of indebtedness that bears interest at fixed rates.

A one percentage point decrease in market interest rates as of December 31, [removed: 2021] [added: 2022] would increase the fair value of our fixed rate indebtedness by approximately six percent.

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

During the year ended December 31, [removed: 2021,] [added: 2022,] our foreign subsidiaries accounted for [removed: $955,] [added: $1.154 billion,] or 10 percent, of our total revenue of [removed: $9.716] [added: $11.642] billion, and [removed: $134,] [added: $233,] or [removed: 7] [added: 8] percent, of our total pretax income of [removed: $1.846] [added: $2.802] billion.

As of December 31, 2022, based upon the amount of our variable rate debt

The table below presents key information about our business as of and for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

| Total revenues (in millions) | | | [removed: $9,716] [added: $11,642] | | | | | | [removed: $8,530] [added: $9,716] | | |

| Equipment rental revenue percent of total revenues | | | [removed: 84%] [added: 87%] | | | | | | 84% | | |

| Year-over-year change in average original equipment cost (“OEC”) | | | [removed: 4.0%] [added: 13.6%] | | | | | | [removed: (2.2)%] [added: 4.0%] | | |

| Fleet productivity (2) | | | [removed: 10.4%] [added: 9.4%] | | | | | | [removed: (6.9)%] [added: 10.4%] | | |

| Contribution from ancillary and re-rent revenue (3) | | | [removed: 2.0%] [added: 1.8%] | | | | | | [removed: 0.3%] [added: 2.0%] | | |

| Total equipment rental revenue variance | | | [removed: 14.9%] [added: 23.3%] | | | | | | [removed: (10.3)%] [added: 14.9%] | | |

| Key account percent of equipment rental revenue | | | [removed: 72%] [added: 68%] | | | | | | [removed: 74%] [added: 72%] | | |

| National account percent of equipment rental revenue | | | [removed: 43%] [added: 42%] | | | | | | [removed: 44%] [added: 43%] | | |

| Fleet OEC (in billions) | | | [removed: $15.79] [added: $19.61] | | | | | | [removed: $13.78] [added: $15.79] | | |

| Equipment classes | | | [removed: 4,300] [added: 4,600] | | | | | | [removed: 4,000] [added: 4,300] | | |

| Equipment units | | | [removed: 780,000] [added: 1,020,000] | | | | | | [removed: 615,000] [added: 780,000] | | |

| Fleet age in months | | | [removed: 54.1] [added: 53.5] | | | | | | [removed: 54.5] [added: 54.1] | | |

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

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

| Aerial work platforms | | | [removed: 26%] [added: 24%] | | | | | | [removed: 27%] [added: 26%] | | |

| Power and HVAC (heating, ventilating and air conditioning) equipment | | | [removed: 9%] [added: 10%] | | | | | | 9% | | |

| Mobile storage equipment and modular office space [removed: (4)] | | | [removed: 2%] [added: 3%] | | | | | | [removed: —%] [added: 2%] | | |

| Rental locations [added: (4)] | | | [removed: 1,345] [added: 1,521] | | | | | | [removed: 1,165] [added: 1,345] | | |

| Approximate range of branches per district | | | [removed: 3-11] [added: 4-13] | | | | | | [removed: 4-11] [added: 3-11] | | |

| Approximate range of districts per region | | | [removed: 4-9] [added: 6-11] | | | | | | [removed: 5-10] [added: 4-9] | | |

| Range of regions per division | | | 2-6 | | | | | | [removed: 3-4] [added: 2-6] | | |

| Hourly employees | | | [removed: 14,200] [added: 17,500] | | | | | | [removed: 12,550] [added: 14,200] | | |

| Salaried employees | | | [removed: 6,200] [added: 7,100] | | | | | | [removed: 5,700] [added: 6,200] | | |

| Total employees [added: (4)] | | | [removed: 20,400] [added: 24,600] | | | | | | [removed: 18,250] [added: 20,400] | | |

| Estimated North American market share (5) | | | [removed: 15%] [added: 17%] | | | | | | [removed: 14%] [added: 15%] | | |

| Estimated North American equipment rental industry revenue growth [removed: (decline) (2)] (5) | | | [removed: 4%] [added: 11%] | | | | | | [removed: (9)%] [added: 4%] | | |

| [removed: 2022] [added: 2023] projected North American industry equipment rental revenue growth | | | [removed: 10%] [added: 4%] | | | | | | | | |

| Largest supplier percent of capital expenditures | | | [removed: 9%] [added: 10%] | | | | | | 9% | | |

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

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

Rental rate changes are calculated based on the year-over-year variance in average contract [removed: rates, weighted by the prior period revenue mix.]

The positive fleet productivity for 2021 [removed: and the negative fleet productivity for 2020 include] [added: includes] the impact of the novel coronavirus (“COVID-19”), which resulted in rental volume declines in response to shelter-in-place orders and other market restrictions, as discussed further below.

The COVID-19 volume declines were [removed: more] [added: most] pronounced in [removed: 2020 than 2021,] [added: 2020,] and in [removed: 2021,] [added: 2021 and 2022,] we saw evidence of a continuing recovery of activity across our end-markets.

[removed: The 2020 decline in North American equipment rental industry revenue also includes the impact of COVID-19 (see] [added: See] "Industry Overview and Economic Outlook" below for further [removed: discussion).][added: discussion of our end-markets.]

Uncertainty remains regarding the [removed: ongoing] [added: potential] impact of existing and emerging variant strains of COVID-19 on the operations and financial position of United Rentals, and on the global [removed: economy.][added: economy, which will be driven by, among other things, any resurgences in cases, the effectiveness of vaccines against COVID-19 (including against emerging variant strains), and the measures that may in the future be implemented to protect public health.]

See "Industry Overview and Economic Outlook" [removed: below] [added: above] for a discussion of [added: our end-markets, as well as projected] market performance in [removed: 2021 and 2020.][added: 2023.]

The health and safety of our employees and customers [removed: remains] [added: has been, and remains,] our top priority, and we also implemented a detailed COVID-19 response plan, which [removed: 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.

[removed: To support these objectives, the Company’s human resources programs are designed to: keep people safe] and healthy; enhance the Company’s culture through efforts aimed at making the workplace more inclusive; acquire and retain diverse talent; reward and support employees through competitive pay and benefit programs; develop talent to prepare them for critical roles and leadership positions; and facilitate internal talent mobility to create a high-performing workforce.

We utilize a mixture of indicators to assess the safety performance of our operations, including total recordable injury [removed: rate,] [added: rate (TRIR),] preventable motor vehicle incidents per million miles, corrective actions and near miss [removed: frequency.][added: frequency and have disclosed a goal to further reduce our TRIR.]

| | | | 2022 | | | | | | 2021 | | |

rates, weighted by the prior period revenue mix.

(4)The year-over-year increases in rental locations and employees include the impact of the December 2022 acquisition of assets of Ahern Rentals, Inc. ("Ahern Rentals"), which is discussed in note 4 to the consolidated financial statements.

As discussed above, we completed the acquisition of Ahern Rentals in December 2022.

Estimated North American market share as of December 31, 2022 includes the standalone, pre-acquisition revenue of Ahern Rentals.

Estimated North American market share as of December 31, 2021 does not include the pre-acquisition revenue of Ahern Rental because the acquisition was completed in 2022.

If the pre-acquisition revenue of Ahern Rental was included for 2021, estimated North American market share as of December 31, 2021 would have been approximately 16 percent.

Global Economic Conditions and COVID-19

Our operations are impacted by global economic conditions, including inflation, increased interest rates and supply chain constraints, and we take actions to modify our plans to address such economic conditions.

In 2022, for example, we intentionally held back on sales of rental equipment to ensure we had sufficient capacity for our customers.

In 2022, revenue from sales of rental equipment was largely flat year-over-year, however the number of units sold decreased approximately 17 percent year-over-year, as we held on to fleet to serve strong customer demand and to ensure greater fleet availability in the event industry supply chain challenges persist or worsen.

While the volume of sales of rental equipment decreased year-over-year, gross margin from sales of rental equipment increased 14.2 percentage points, which primarily reflected strong pricing and improved channel mix.

To date, our supply chain disruptions have been limited, but we may experience more severe supply chain disruptions in the future.

Interest rates on our debt instruments have increased recently.

For example, in November 2022, URNA issued $1.5 billion aggregate principal amount of senior secured notes at a 6 percent interest rate, while URNA's immediately prior issuance in August 2021 of $750 million aggregate principal amount of senior unsecured notes was at a 3 ¾ percent interest rate.

Additionally, the weighted average interest rates on our variable debt instruments were 3.3 percent in 2022 and 1.4 percent in 2021.

See Item 7A—Quantitative and Qualitative Disclosures About Market Risk for additional information related to interest rate risk.

We have experienced and are continuing to experience inflationary pressures.

A portion of inflationary cost increases is passed on to customers.

The most significant cost increases that are passed on to customers are for fuel and delivery, and there are other costs for which the pass through to customers is less direct, such as repairs and maintenance, and labor.

The impact of inflation and increased interest rates may be significant in the future.

In March 2020, we first experienced rental volume declines associated with COVID-19, and the COVID-19 impact was most pronounced in 2020.

In 2021 and 2022, we saw evidence of a continuing recovery of activity across our end-markets.

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 and 2020 include detailed disclosures addressing the COVID-19 impact.

We continue to assess the economic environment in which we operate and any developments relating to the COVID-19 pandemic, and take appropriate actions to address the economic and other challenges we face.

See "Industry Overview and Economic Outlook" below for a discussion of our end-markets, and Item 1A- Risk Factors for further discussion of the risks related to us and our business.

To support these objectives, the Company’s human resources programs are designed to: keep people safe

- Diversity, equity and inclusion (“DEI”): We believe that an inclusive and diverse team is key to the success of our culture.

Our commitment to DEI is demonstrated through many efforts including employee-led employee resource groups (“ERGs”); company-wide DEI goals; and inclusive volunteering opportunities.

Our four ERGs aim to represent and support the diverse communities that make up our workforce by facilitating: networking and connecting with peers; education and awareness efforts; and leadership and skill development.

There has been positive progress in these goals, as reflected in an over four-percentage point increase in diverse employees in sales and management roles from 29.1 percent in 2019 to 33.5 percent in 2022.

The Company also engaged in a Company-wide volunteering initiative in 2022 for employees to make a positive impact for their teams, communities and customers.

In 2022, we switched survey administration to Peakon (a Workday company).

Our 2022 employee experience survey showed strong results with average responses ranging from 8.4 to 9.2 out of 10 in each of our four survey categories: Engagement (8.5), Diversity & Inclusion (8.7), Health & Wellbeing (8.4) and Safety Commitment (9.2), which placed us in the top 10 percent of the Peakon Benchmark for Commercial and Professional Services Companies for each survey category.

Although we still deliver some training virtually, we pivoted back to in-person training in 2022 (most training was delivered virtually during 2021 and 2020, primarily due to COVID-19).

- *The continued expansion and cross-selling of adjacent specialty and services products, which enables us to provide a "one-stop" shop for our customers*.

We also have a limited presence in Europe, Australia and New Zealand.

In 2022, based on our classification of the vertical market segments in which our equipment was used:

The impact of these acquisitions on our equipment rentals revenue is primarily reflected in the year-over-year increase in average OEC of 13.6 percent for the year ended December 31, 2022.

Our estimated North American market share of approximately 17 percent as of December 31, 2022, which included the standalone, pre-acquisition revenue of Ahern Rentals, increased from 15 percent as of December 31, 2021,which did not include the pre-acquisition revenue of Ahern Rentals, as the acquisition was completed in 2022.

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

equipment rentals revenue.

(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.

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.

COVID-19

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.

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

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.

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

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

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

The ERGs facilitate networking and connecting with peers, outreach and mentoring, and leadership and skill development.

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.

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.

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

- *The continued expansion of our specialty footprint, as well as our tools and onsite services offerings, and the cross-selling of these services throughout our network*.

In July 2018, we completed the acquisition of BakerCorp International Holdings, Inc. (“BakerCorp”), which allowed for our entry into select European markets.

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.

In 2021, based on an analysis of our charge account customers’ Standard Industrial Classification (“SIC”) codes:

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

Our estimated North American market share of approximately 15 percent in 2021 increased from 14 percent in 2020.

In 2022, based on our analyses of industry forecasts and macroeconomic indicators, we expect a continuation of the market recovery experienced in 2021, following a market decline in 2020, which included the pronounced impact of

COVID-19.

See "Industry Overview and Economic Outlook" above for a discussion of market performance in 2021 and 2020, which included the pronounced impact of COVID-19, as well as projected performance in 2022.

A description of legal proceedings can be found in note [removed: 16] [added: 15] to our consolidated financial statements, included in this report at Item 8—Financial Statements and Supplementary Data, and is incorporated by reference into this Item 3.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]

As of June 30, [removed: 2021] [added: 2022] there were [removed: 72,386,879] [added: 70,112,526] 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: 2021] [added: 2022] was approximately [removed: $20.61] [added: $15.0] billion, calculated by using the closing price of the common stock on such date on the New York Stock Exchange of [removed: $319.01.][added: $242.91.]

As of January [removed: 24, 2022,] [added: 23, 2023,] there were [removed: 72,421,902] [added: 69,359,591] shares of United Rentals, Inc. common stock outstanding.

Documents incorporated by reference: Portions of United Rentals, Inc.’s Proxy Statement related to the [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference into Part III of this annual report.

| Item 1 | | | [removed: [Business](#i7407a06040374df9a5d46dd6f1c92116_16)] [added: [Business](#ia9338b81fc424d2881cdfcbdc7377eb8_16)] | | | [removed: [1](#i7407a06040374df9a5d46dd6f1c92116_16)] [added: [1](#ia9338b81fc424d2881cdfcbdc7377eb8_16)] | | |

| Item 1A | | | [Risk [removed: Factors](#i7407a06040374df9a5d46dd6f1c92116_19)] [added: Factors](#ia9338b81fc424d2881cdfcbdc7377eb8_19)] | | | [removed: [9](#i7407a06040374df9a5d46dd6f1c92116_19)] [added: [10](#ia9338b81fc424d2881cdfcbdc7377eb8_19)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#i7407a06040374df9a5d46dd6f1c92116_22)] [added: Comments](#ia9338b81fc424d2881cdfcbdc7377eb8_22)] | | | [removed: [22](#i7407a06040374df9a5d46dd6f1c92116_22)] [added: [22](#ia9338b81fc424d2881cdfcbdc7377eb8_22)] | | |

| Item 2 | | | [removed: [Properties](#i7407a06040374df9a5d46dd6f1c92116_25)] [added: [Properties](#ia9338b81fc424d2881cdfcbdc7377eb8_25)] | | | [removed: [22](#i7407a06040374df9a5d46dd6f1c92116_25)] [added: [22](#ia9338b81fc424d2881cdfcbdc7377eb8_25)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#i7407a06040374df9a5d46dd6f1c92116_28)] [added: Proceedings](#ia9338b81fc424d2881cdfcbdc7377eb8_28)] | | | [removed: [23](#i7407a06040374df9a5d46dd6f1c92116_28)] [added: [23](#ia9338b81fc424d2881cdfcbdc7377eb8_28)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i7407a06040374df9a5d46dd6f1c92116_31)] [added: Disclosures](#ia9338b81fc424d2881cdfcbdc7377eb8_31)] | | | [removed: [23](#i7407a06040374df9a5d46dd6f1c92116_31)] [added: [23](#ia9338b81fc424d2881cdfcbdc7377eb8_31)] | | |

| Item 5 | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i7407a06040374df9a5d46dd6f1c92116_37)] [added: Securities](#ia9338b81fc424d2881cdfcbdc7377eb8_37)] | | | [removed: [23](#i7407a06040374df9a5d46dd6f1c92116_37)] [added: [23](#ia9338b81fc424d2881cdfcbdc7377eb8_37)] | | |

| Item 6 | | | [Selected Financial [removed: Data](#i7407a06040374df9a5d46dd6f1c92116_40)] [added: Data](#ia9338b81fc424d2881cdfcbdc7377eb8_40)] | | | [removed: [24](#i7407a06040374df9a5d46dd6f1c92116_40)] [added: [24](#ia9338b81fc424d2881cdfcbdc7377eb8_40)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i7407a06040374df9a5d46dd6f1c92116_43)] [added: Operations](#ia9338b81fc424d2881cdfcbdc7377eb8_46)] | | | [removed: [25](#i7407a06040374df9a5d46dd6f1c92116_43)] [added: [25](#ia9338b81fc424d2881cdfcbdc7377eb8_46)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i7407a06040374df9a5d46dd6f1c92116_52)] [added: Risk](#ia9338b81fc424d2881cdfcbdc7377eb8_55)] | | | [removed: [42](#i7407a06040374df9a5d46dd6f1c92116_52)] [added: [42](#ia9338b81fc424d2881cdfcbdc7377eb8_55)] | | |

| Item 8 | | | [Financial Statements and Supplementary [removed: Data](#i7407a06040374df9a5d46dd6f1c92116_55)] [added: Data](#ia9338b81fc424d2881cdfcbdc7377eb8_58)] | | | [removed: [43](#i7407a06040374df9a5d46dd6f1c92116_55)] [added: [44](#ia9338b81fc424d2881cdfcbdc7377eb8_58)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i7407a06040374df9a5d46dd6f1c92116_160)] [added: Disclosure](#ia9338b81fc424d2881cdfcbdc7377eb8_160)] | | | [removed: [85](#i7407a06040374df9a5d46dd6f1c92116_160)] [added: [85](#ia9338b81fc424d2881cdfcbdc7377eb8_160)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#i7407a06040374df9a5d46dd6f1c92116_163)] [added: Procedures](#ia9338b81fc424d2881cdfcbdc7377eb8_163)] | | | [removed: [85](#i7407a06040374df9a5d46dd6f1c92116_163)] [added: [85](#ia9338b81fc424d2881cdfcbdc7377eb8_163)] | | |

| Item 9B | | | [Other [removed: Information](#i7407a06040374df9a5d46dd6f1c92116_172)] [added: Information](#ia9338b81fc424d2881cdfcbdc7377eb8_172)] | | | [removed: [88](#i7407a06040374df9a5d46dd6f1c92116_172)] [added: [88](#ia9338b81fc424d2881cdfcbdc7377eb8_172)] | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i7407a06040374df9a5d46dd6f1c92116_1648)] [added: Inspections](#ia9338b81fc424d2881cdfcbdc7377eb8_175)] | | | [removed: [88](#i7407a06040374df9a5d46dd6f1c92116_1648)] [added: [88](#ia9338b81fc424d2881cdfcbdc7377eb8_175)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7407a06040374df9a5d46dd6f1c92116_178)] [added: Governance](#ia9338b81fc424d2881cdfcbdc7377eb8_181)] | | | [removed: [89](#i7407a06040374df9a5d46dd6f1c92116_178)] [added: [89](#ia9338b81fc424d2881cdfcbdc7377eb8_181)] | | |

| Item 11 | | | [Executive [removed: Compensation](#i7407a06040374df9a5d46dd6f1c92116_181)] [added: Compensation](#ia9338b81fc424d2881cdfcbdc7377eb8_184)] | | | [removed: [89](#i7407a06040374df9a5d46dd6f1c92116_181)] [added: [89](#ia9338b81fc424d2881cdfcbdc7377eb8_184)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i7407a06040374df9a5d46dd6f1c92116_184)] [added: Matters](#ia9338b81fc424d2881cdfcbdc7377eb8_187)] | | | [removed: [89](#i7407a06040374df9a5d46dd6f1c92116_184)] [added: [89](#ia9338b81fc424d2881cdfcbdc7377eb8_187)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i7407a06040374df9a5d46dd6f1c92116_187)] [added: Independence](#ia9338b81fc424d2881cdfcbdc7377eb8_190)] | | | [removed: [89](#i7407a06040374df9a5d46dd6f1c92116_187)] [added: [89](#ia9338b81fc424d2881cdfcbdc7377eb8_190)] | | |

| Item 14 | | | [Principal Accountant Fees and [removed: Services](#i7407a06040374df9a5d46dd6f1c92116_190)] [added: Services](#ia9338b81fc424d2881cdfcbdc7377eb8_193)] | | | [removed: [89](#i7407a06040374df9a5d46dd6f1c92116_190)] [added: [89](#ia9338b81fc424d2881cdfcbdc7377eb8_193)] | | |

| Item 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i7407a06040374df9a5d46dd6f1c92116_196)] [added: Schedules](#ia9338b81fc424d2881cdfcbdc7377eb8_199)] | | | [removed: [90](#i7407a06040374df9a5d46dd6f1c92116_196)] [added: [90](#ia9338b81fc424d2881cdfcbdc7377eb8_199)] | | |

- [removed: the cyclical nature of our business, which is highly sensitive to North American construction and industrial activities; if] [added: declines in] construction or industrial [removed: activity decline,] [added: activity, which could adversely impact] our revenues and, because many of our costs are fixed, our [removed: profitability may be adversely affected;][added: profitability;]

- the impact of global economic conditions (including [added: inflation, increased interest rates, supply chain constraints,] potential trade [removed: wars)] [added: wars] and [added: sanctions and other measures imposed in response to the ongoing conflict in Ukraine) and] public health crises and [removed: epidemics, such as COVID-19,] [added: epidemics] on us, our customers and our suppliers, in the United States and the rest of the world;

- trends in oil and natural [removed: gas] [added: gas, including significant increases in the prices of oil or natural gas,] could adversely affect the demand for our services and products;

- our significant indebtedness (which totaled [removed: $9.7] [added: $11.4] billion at December 31, [removed: 2021)] [added: 2022)] 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 us, including as a result of volatility and uncertainty in capital [removed: markets,] [added: markets] or [added: increases in interest rates, or] at all;

- restrictive covenants and [added: the] amount of borrowings permitted [removed: in] [added: under] our debt instruments, which can limit our financial and operational flexibility;

- the possibility that companies that we have acquired or may acquire could have undiscovered [removed: liabilities] [added: liabilities,] or [added: that companies or assets that we have acquired or may acquire could] involve other unexpected costs, may strain our management [removed: capabilities] [added: capabilities,] or may be difficult to [removed: integrate;][added: integrate, and that we may not realize the expected benefits from an acquisition over the timeframe we expect, or at all;]

- turnover in our management team and inability to attract and retain key personnel, as well as loss, absenteeism or the inability of employees to work or perform key functions in light of public health crises or [removed: epidemics (including COVID-19);][added: epidemics;]

- costs we incur being more than anticipated, [added: including as a result of inflation,] and the inability to realize expected savings in the amounts or time frames planned;

- risks [removed: relating] [added: related] to our ability to meet our environmental and social goals, including our greenhouse gas intensity reduction goal;

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

Unless otherwise indicated, the information under Items 1, 1A and 2 is as of January 1, [removed: 2022.][added: 2023.]

- changes in customer, fleet, geographic and segment mix;

- the cyclical nature of the industry in which we operate and the industries of our customers, such as those in the construction industry;

- 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;

As of January 1, [removed: 2022,] [added: 2023,] we operated [removed: 1,345] [added: 1,521] rental locations.

[removed: 1,149] [added: 1,316] of these locations are in the United States, [removed: 139] [added: 146] are in Canada, [removed: 11] [added: 13] are in Europe and 46 are in our Asia-Pacific network (which is comprised of our locations in Australia and New Zealand).

| ● | | | Alabama (GR [removed: 24,] [added: 29,] S [removed: 8)] [added: 9)] | | | ● | | | Maine (GR 4) | | | ● | | | Oklahoma (GR [removed: 24,] [added: 27,] S [removed: 4)] [added: 6)] | | |

| ● | | | Alaska (GR 2) | | | ● | | | Maryland (GR [removed: 15,] [added: 17,] S 8) | | | ● | | | Oregon (GR [removed: 10,] [added: 13,] S 6) | | |

| ● | | | Arizona (GR [removed: 16,] [added: 20,] S [removed: 6)] [added: 9)] | | | ● | | | Massachusetts (GR 17, S 5) | | | ● | | | Pennsylvania (GR [removed: 20,] [added: 21,] S 7) | | |

| ● | | | Arkansas (GR [removed: 12,] [added: 13,] S 2) | | | ● | | | Michigan (GR 10, S [removed: 5)] [added: 6)] | | | ● | | | Puerto Rico (GR 2) | | |

| ● | | | California (GR [removed: 76,] [added: 96,] S [removed: 38)] [added: 40)] | | | ● | | | Minnesota (GR [removed: 11,] [added: 12,] S [removed: 3)] [added: 4)] | | | ● | | | Rhode Island (GR 2) | | |

| ● | | | Colorado (GR [removed: 14,] [added: 19,] S 6) | | | ● | | | Mississippi (GR [removed: 13,] [added: 15,] S 1) | | | ● | | | South Carolina (GR [removed: 21,] [added: 29,] S [removed: 9)] [added: 10)] | | |

| ● | | | Connecticut (GR 7, S 3) | | | ● | | | Missouri (GR [removed: 18,] [added: 20,] S 8) | | | ● | | | South Dakota (GR 2) | | |

| ● | | | Delaware (GR 2) | | | ● | | | Montana (GR 1) | | | ● | | | Tennessee (GR [removed: 26,] [added: 27,] S [removed: 11)] [added: 12)] | | |

| ● | | | Florida (GR [removed: 44,] [added: 58,] S [removed: 29)] [added: 33)] | | | ● | | | Nebraska (GR [removed: 2,] [added: 3,] S 1) | | | ● | | | Texas (GR [removed: 123,] [added: 136,] S 41) | | |

| ● | | | Georgia (GR [removed: 37,] [added: 40,] S [removed: 10)] [added: 11)] | | | ● | | | Nevada (GR [removed: 5,] [added: 18,] S [removed: 6)] [added: 7)] | | | ● | | | Utah (GR [removed: 4,] [added: 9,] S [removed: 4)] [added: 5)] | | |

| ● | | | Idaho (GR [removed: 3)] [added: 6)] | | | ● | | | New Hampshire (GR 1, S 2) | | | ● | | | Vermont (GR 2, S 1) | | |

| ● | | | Illinois (GR [removed: 16,] [added: 20,] S 10) | | | ● | | | New Jersey (GR [removed: 12,] [added: 13,] S [removed: 9)] [added: 10)] | | | ● | | | Virginia (GR [removed: 22,] [added: 27,] S 9) | | |

| ● | | | Indiana (GR [removed: 9,] [added: 8,] S 4) | | | ● | | | New Mexico (GR [removed: 7,] [added: 9,] S 1) | | | ● | | | Washington (GR [removed: 20,] [added: 25,] S 9) | | |

| ● | | | Iowa (GR [removed: 9,] [added: 11,] S 3) | | | ● | | | New York (GR 22, S [removed: 4)] [added: 5)] | | | ● | | | West Virginia (GR [removed: 5,] [added: 6,] S 3) | | |

| ● | | | Kansas (GR [removed: 13,] [added: 17,] S 3) | | | ● | | | North Carolina (GR [removed: 28,] [added: 30,] S 12) | | | ● | | | Wisconsin (GR [removed: 9,] [added: 10,] S [removed: 5)] [added: 6)] | | |

| ● | | | Kentucky (GR [removed: 12,] [added: 14,] S 5) | | | ● | | | North Dakota (GR 5, S 1) | | | ● | | | Wyoming (GR [removed: 4)] [added: 6)] | | |

| ● | | | Louisiana (GR [removed: 36,] [added: 40,] S 15) | | | ● | | | Ohio (GR [removed: 21,] [added: 20,] S [removed: 12)] [added: 14)] | | | | | | | | |

| ● | | | Alberta (GR [removed: 24,] [added: 26,] S 11) | | | ● | | | [removed: France] [added: Belgium] (S [removed: 4)] [added: 1)] | | | ● | | | Australia (S [removed: 28)] [added: 27)] | | |

| ● | | | British Columbia (GR [removed: 22,] [added: 23,] S 5) | | | ● | | | [removed: Germany] [added: France] (S [removed: 4)] [added: 5)] | | | ● | | | New Zealand (S [removed: 18)] [added: 19)] | | |

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

| ● | | | Ontario (GR [removed: 28,] [added: 30,] S [removed: 6)] [added: 7)] | | | | | | | | | | | | | | |

| ● | | | Quebec (GR [removed: 7,] [added: 8,] S [removed: 3)] [added: 4)] | | | | | | | | | | | | | | |

We own [removed: 120] [added: 123] of our branch locations and lease the other branch locations.

We have a fleet of approximately [removed: 12,900] [added: 15,800] vehicles.

Approximately [removed: 40] [added: 35] percent of this fleet is leased and the balance is owned.

| ● | | | Manitoba (GR 5) | | | ● | | | Germany (S 4) | | | | | | | | |

| ● | | | Newfoundland (GR 5) | | | ● | | | United Kingdom (S 2) | | | | | | | | |

| ● | | | Manitoba (GR 5) | | | ● | | | Netherlands (S 1) | | | | | | | | |

| ● | | | Newfoundland (GR 6) | | | | | | | | | | | | | | |

Holdings’ common stock trades on the New York Stock Exchange under the symbol “URI.” As of January 1, [removed: 2022,] [added: 2023,] there were [removed: 61] [added: 63] 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: 2021:][added: 2022:]

| October 1, 2022 to October 31, 2022 | | | 186 | | | (1) | | | $ | 283.89 | | | | | — | | | | | | | | |

| November 1, 2022 to November 30, 2022 | | | 31,435 | | | (1) | | | $ | 321.26 | | | | | — | | | | | | | | |

| December 1, 2022 to December 31, 2022 | | | 203 | | | (1) | | | $ | 351.59 | | | | | — | | | | | | | | |

| Total | | | 31,824 | | | | | | $ | 321.23 | | | | | $ | — | | | | | $ | 1,250,000,000 | |

(2)On October 24, 2022, our Board of Directors authorized a $1.25 billion share repurchase program.

No repurchases were made as of December 31, 2022 under this program, which was paused through the initial phase of the integration of the Ahern Rentals acquisition that is discussed in note 4 to the consolidated financial statements.

We expect to resume repurchases under the program in the first quarter of 2023, and to repurchase $1.0 billion of common stock under the program in 2023.

| 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 | | | | | — | | | | | | | | |

| Total | | | 6,798 | | | | | | $ | 348.00 | | | | | $ | — | | | | | $ | 243,081,785 | |

(2)On January 25, 2022, our Board authorized a $1 billion share repurchase program, which is expected to commence in the first quarter of 2022 and be completed in 2022.

This program replaces the prior $500 million program which was paused in March 2020 due to the COVID-19 pandemic.

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.

[removed: 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] [added: We] have omitted discussions comparing [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] results, as such disclosures were included in our Annual Report on Form 10-K for the year ended December 31, [removed: 2020.][added: 2021.]

[removed: As discussed below, in] [added: In] March 2020, we first experienced rental volume declines associated with COVID-19, and the COVID-19 impact was [removed: more] [added: most] pronounced in [removed: 2020 than 2021.][added: 2020.]

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 [added: and 2020] include detailed disclosures addressing the COVID-19 [removed: response plan that is summarized below.][added: impact.]

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

Uncertainty remains regarding the [removed: ongoing] [added: potential] impact of existing and emerging variant strains of COVID-19 on the operations and financial position of United Rentals, and on the global [removed: economy.][added: economy, which will be driven by, among other things, any resurgences in cases, the effectiveness of vaccines against COVID-19 (including against emerging variant strains), and the measures that may in the future be implemented to protect public health.]

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

The [added: COVID-19] volume declines were [removed: more] [added: most] pronounced in [removed: 2020 than 2021,] [added: 2020,] and [added: in 2021 and 2022,] we [removed: have seen recent] [added: saw] evidence of [added: a continuing] recovery [added: of activity] across our [removed: construction and industrial markets, as well as encouraging gains in end-market indicators, as reflected in our 2022 forecast.][added: end-markets.]

We are the largest equipment rental company in the world, with an integrated network of [removed: 1,345] [added: 1,521] rental locations.

These include a fleet of rental equipment with a total original equipment cost (“OEC”) of [removed: $15.8] [added: $19.6] billion, and a North American branch network that operates in 49 U.S. states and every Canadian province, and serves 99 of the 100 largest metropolitan areas in the U.S. Our size also gives us greater purchasing power, the ability to provide customers with a broader range of equipment and services, the ability to provide customers with equipment that is more consistently well-maintained and therefore more productive and reliable, and the ability to enhance the earning potential of our assets by transferring equipment among branches to satisfy customer needs.

We offer approximately [removed: 4,300] [added: 4,600] 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: 2021,] [added: 2022,] equipment rental revenues represented [removed: 84] [added: 87] percent of our total revenues.

For the past several years, [added: as] we [removed: have] [added: continued to manage the impact of COVID-19, we] executed a strategy focused on improving the profitability of our core equipment rental business through revenue growth, margin expansion and operational efficiencies.

[removed: - *A] [added: *•A] consistently superior standard of service to customers*, often provided through a single lead contact who can coordinate the cross-selling of the various services we offer throughout our network.

We utilize a proprietary software application, Total [removed: Control*®*,] [added: Control®,] which provides our key customers with a single in-house software application that enables them to monitor and manage all their equipment needs.

Total [removed: Control*®*] [added: Control®] is a unique customer offering that enables us to develop strong, long-term relationships with our larger customers.

Our digital capabilities, including our Total [removed: Control*®*] [added: Control®] platform, allow our sales teams to provide contactless end-to-end customer service;

- *The further optimization of our customer mix and fleet [removed: mix,*] [added: mix,] with a dual [removed: objective:] [added: objective*:] to enhance our performance in serving our current customer base, and to focus on the accounts and customer types that are best suited to our strategy for profitable growth.

We [removed: continue to implement Lean kaizen processes across] [added: have a dedicated team responsible for reducing waste in] our [removed: branch network,] [added: operational processes,] with the objectives of: [removed: reducing] [added: condensing] the cycle time associated with [removed: renting our] [added: preparing] equipment [removed: to customers; improving invoice accuracy and service quality; reducing the elapsed time] for [removed: equipment pickup and delivery;] [added: rent; optimizing our resources for delivery] and [added: pickup of equipment;] improving the effectiveness and efficiency of our repair and maintenance operations; [added: and implementing customer service best practices;]

We believe that the expansion of our specialty business, as exhibited by our acquisition of General Finance [added: Corporation (“General Finance”), which is] 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

- *The pursuit of strategic acquisitions to continue to expand our core equipment rental [removed: business*.][added: business,* as exhibited by our recently completed acquisition of assets of Ahern Rentals, Inc. ("Ahern Rentals"), which is discussed in note 4 to the consolidated financial statements.]

[removed: Specifically,] [added: In 2023, based on our analyses of industry forecasts and macroeconomic indicators,] we expect that North American industry equipment rental revenue will increase approximately [removed: 10 percent in 2022.][added: 4 percent.]

For the full year [removed: 2021:][added: 2022:]

- Equipment rentals increased [removed: 14.9] [added: 23.3] percent year-over-year, including the impact of the [added: General Finance acquisition that was completed in] May 2021 [added: and the Ahern Rentals] acquisition [added: that was completed in December 2022, both] of [removed: General Finance] [added: which are] discussed in note 4 to the consolidated financial statements;

- Average OEC increased [removed: 4.0] [added: 13.6] percent year-over-year, including the impact of the General Finance [removed: acquisition;][added: and Ahern Rentals acquisitions;]

[removed: 2020 reflected more pronounced rental volume declines associated with COVID-19,] [added: In 2021] and [removed: in 2021,] [added: 2022,] we saw evidence of a continuing recovery of activity across our [removed: end-markets; and][added: end-markets.]

- [removed: 72] [added: 68] percent of equipment rental revenue was derived from key accounts, as compared to [removed: 74] [added: 72] percent in [removed: 2020.][added: 2021.]

Prior to taking actions pertaining to our financial flexibility and liquidity, we [removed: consider the impact of COVID-19 on liquidity, and] 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: 2021,] [added: 2022,] we took the following actions to improve our financial flexibility and liquidity, and to position us to invest the necessary capital in our [removed: business:][added: business (see note 12 to the consolidated financial statements for further discussion of our debt instruments):]

- Issued [removed: $750] [added: $1.5 billion] principal amount of [removed: 3 3/4] [added: 6] percent Senior [added: Secured] Notes due [removed: 2032;][added: 2029.]

- Redeemed [removed: all $1 billion] [added: $500] principal amount of our 5 [removed: 7/8] [added: 1/2] percent Senior Notes due [removed: 2026; and][added: 2027;]

[removed: - Amended and extended our accounts receivable securitization facility, which] [added: The facility] expires [removed: on] [added: in] June [removed: 24, 2022] [added: 2024] and may be [removed: further] extended on a 364-day basis by mutual agreement with the purchasers under the [removed: facility, including an increase in the size of the facility from $800 to $900.][added: facility;]

As of December 31, [removed: 2021,] [added: 2022,] we had available liquidity of [removed: $2.851] [added: $2.896] billion, comprised of cash and cash equivalents, and availability under the ABL and accounts receivable securitization facilities.

Net income and diluted earnings per share for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] are presented below.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Net income | | | $ | [removed: 1,386] [added: 2,105] | | | | | $ | [removed: 890] [added: 1,386] | | | | | $ | [removed: 1,174] [added: 890] | |

| Diluted earnings per share | | | $ | [removed: 19.04] [added: 29.65] | | | | | $ | [removed: 12.20] [added: 19.04] | | | | | $ | [removed: 15.11] [added: 12.20] | |

Net income and diluted earnings per share for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] include the after-tax impacts of the items below.

| | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | |

| Tax rate applied to items below | | | 25.3 | | % | | | | | | | | | | [removed: 25.2] [added: 25.3] | | % | | | | | | | | | | [removed: 25.3] [added: 25.2] | | % | | | | | | |

| Merger related costs (1) | | | $ | [removed: (2)] [added: —] | | | | | $ | [removed: (0.03)] [added: —] | | | | | $ | [removed: —] [added: (2)] | | | | | $ | [removed: —] [added: (0.03)] | | | | | $ | [removed: (1)] [added: —] | | | | | $ | [removed: (0.01)] [added: —] | |

Global Economic Conditions and COVID-19

Our operations are impacted by global economic conditions, including inflation, increased interest rates and supply chain constraints, and we take actions to modify our plans to address such economic conditions.

In 2022, for example, we intentionally held back on sales of rental equipment to ensure we had sufficient capacity for our customers.

In 2022, revenue from sales of rental equipment was largely flat year-over-year, however the number of units sold decreased approximately 17 percent year-over-year, as we held on to fleet to serve strong customer demand and to ensure greater fleet availability in the event industry supply chain challenges persist or worsen.

While the volume of sales of rental equipment decreased year-over-year, gross margin from sales of rental equipment increased 14.2 percentage points, which primarily reflected strong pricing and improved channel mix.

To date, our supply chain disruptions have been limited, but we may experience more severe supply chain disruptions in the future.

Interest rates on our debt instruments have increased recently.

For example, in November 2022, URNA issued $1.5 billion aggregate principal amount of senior secured notes at a 6 percent interest rate, while URNA's immediately prior issuance in August 2021 of $750 aggregate principal amount of senior unsecured notes was at a 3 ¾ percent interest rate.

Additionally, the weighted average interest rates on our variable debt instruments were 3.3 percent in 2022 and 1.4 percent in 2021.

See Item 7A—Quantitative and Qualitative Disclosures About Market Risk for additional information related to interest rate risk.

We have experienced and are continuing to experience inflationary pressures.

A portion of inflationary cost increases is passed on to customers.

The most significant cost increases that are passed on to customers are for fuel and delivery, and there are other costs for which the pass through to customers is less direct, such as repairs and maintenance, and labor.

The impact of inflation and increased interest rates may be significant in the future.

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

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

The health and safety of our employees and customers has been, and remains, our top priority, and we also implemented a detailed COVID-19 response plan, which we believe helped mitigate the impact of COVID-19 on our results.

We continue to assess the economic environment in which we operate and any developments relating to the COVID-19 pandemic, and take appropriate actions to address the economic and other challenges we face.

Business-Industry Overview and Economic Outlook" for a discussion of our end-markets, and Item 1A- Risk Factors for further discussion of the risks related to us and our business.

- *The continued expansion and cross-selling of adjacent specialty and services products, which enables us to provide a "one-stop" shop for our customers*.

- Fleet productivity increased 9.4 percent, primarily due to broad-based strength of demand across our end-markets; and

- Amended and extended our accounts receivable securitization facility, including an increase in the size of the facility from $900 to $1.1 billion.

- Amended and extended our ABL facility, including an increase in the size of the facility from $3.75 billion to $4.25 billion.

The facility expires in June 2027;

- Entered into an uncommitted repurchase facility pursuant to which we may obtain short-term financing in an amount up to $100; and

The issued debt, together with drawings on our ABL facility, was used to fund the Ahern Rentals acquisition that is discussed in note 4 to the consolidated financial statements.

Total debt as of December 31, 2022 increased by $1.685 billion, or 17.4 percent, from December 31, 2021, primarily due to the $1.5 billion principal amount of debt issued to partially fund the Ahern Rentals acquisition, as discussed above.

In 2022, we also repurchased $1 billion of common stock, completing the repurchase program that commenced in the first quarter of 2022.

In October 2022, our Board of Directors authorized a $1.25 billion share repurchase program.

No repurchases were made as of December 31, 2022 under this program, which was paused through the initial phase of the integration of the Ahern Rentals acquisition.

We expect to resume repurchases under the program in the first quarter of 2023, and to repurchase $1.0 billion of common stock under the program in 2023.

As discussed in note 19 to the consolidated financial statements, our Board of Directors also approved a quarterly dividend program in January 2023, and the first such dividend under the program is payable in February 2023.

As of December 31, 2022, there were no open restructuring programs.

For additional information, see "Results of Operations-Other costs/(income)-restructuring charges" below.

| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |

| EBITDA | | | 5,464 | | | | | | 4,253 | | | | | | 3,796 | | |

| Merger related costs (1) | | | — | | | | | | 3 | | | | | | — | | |

| Restructuring charge (2) | | | — | | | | | | 2 | | | | | | 17 | | |

| Stock compensation expense, net (3) | | | 127 | | | | | | 119 | | | | | | 70 | | |

| Impact of the fair value mark-up of acquired fleet (4) | | | 27 | | | | | | 37 | | | | | | 49 | | |

COVID-19

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.

We began to experience a decline in revenues in March 2020, which is when the World Health Organization characterized COVID-19 as a pandemic and when our rental volume first declined in response to shelter-in-place orders and other market restrictions.

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

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.

The impact of COVID-19 on our business is discussed throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

We are continuing to manage the impact of COVID-19, which is discussed above.

- *The continued expansion of our specialty footprint, as well as our tools and onsite services offerings, and the cross-selling of these services throughout our network*.

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

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

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

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.

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.

The

Net interest expense decreased $245, or 37 percent, year-over-year.

Excluding the impact of debt redemption losses, net interest expense decreased 19 percent year-over-year, primarily due to decreases in both average debt and the average cost of debt.

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.

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.

COVID-19 began to impact our operations in March 2020.

Sales of rental equipment increased 12.8 percent, primarily due to improved pricing in a strong used equipment market and the impact of the General Finance acquisition.

Allowance for Doubtful Accounts.

We considered the impact of COVID-19 when performing the test, and it did not have a material impact on the test results.

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

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

subsidiaries should be considered indefinitely reinvested changed.

Reserves for Claims.

We are exposed to various claims relating to our business, including those for which we retain portions of the losses through the application of deductibles and self-insured retentions, which we sometimes refer to as “self-insurance.” These claims include (i) workers' compensation claims and (ii) claims by third parties for injury or property damage involving our equipment, vehicles or personnel.

These types of claims may take a substantial amount of time to resolve and, accordingly, the ultimate liability associated with a particular claim may not be known for an extended period of time.

Our methodology for developing self-insurance reserves is based on management estimates, which incorporate periodic actuarial valuations.

Our estimation process considers, among other matters, the cost of known claims over time, cost inflation and incurred but not reported claims.

These estimates may change based on, among other things, changes in our claims history or receipt of additional information relevant to assessing the claims.

Further, these estimates may prove to be inaccurate due to factors such as adverse judicial determinations or settlements at higher than estimated amounts.

We have audited the accompanying consolidated balance sheets of United Rentals, Inc. (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 26, 2022] [added: 25, 2023] expressed an unqualified opinion thereon.

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

| *Description of the Matter* | | | At December 31, [removed: 2021,] [added: 2022,] the Company’s goodwill was [removed: $5.5] [added: $6.0] 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, [added: and] Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) margin, [removed: capital expenditures, long-term growth rates and market multiples,] all of which are affected by expectations about future operational, rental industry market or economic conditions. | | |

[removed: January 26, 2022][added: | 2022 | | | | | | | | | | | | | | | | | |]

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents [removed: |] [added: at beginning of year] | | [removed: $] | 144 | | | | | [removed: $] | 202 | | [added: | | | | 52 | | |]

| Inventory | | | [removed: 164] [added: 232] | | | | | | [removed: 125] [added: 164] | | |

| Prepaid expenses and other assets | | | [removed: 166] [added: 381] | | | | | | [removed: 375] [added: 166] | | |

| Total current assets | | | [removed: 2,151] [added: 2,723] | | | | | | [removed: 2,017] [added: 2,151] | | |

| Rental equipment, net | | | [removed: 10,560] [added: 13,277] | | | | | | [removed: 8,705] [added: 10,560] | | |

| Property and equipment, net | | | [removed: 612] [added: 839] | | | | | | [removed: 604] [added: 612] | | |

| Goodwill | | | [removed: 5,528] [added: 6,026] | | | | | | [removed: 5,168] [added: 5,528] | | |

| Other intangible assets, net | | | [removed: 615] [added: 452] | | | | | | [removed: 648] [added: 615] | | |

| Operating lease right-of-use assets | | | [removed: 784] [added: 819] | | | | | | [removed: 688] [added: 784] | | |

| Other long-term assets | | | [removed: 42] [added: 47] | | | | | | [removed: 38] [added: 42] | | |

| Total assets | | | $ | [removed: 20,292] [added: 24,183] | | | | | $ | [removed: 17,868] [added: 20,292] | |

| Short-term debt and current maturities of long-term debt | | | $ | [removed: 906] [added: 161] | | | | | $ | [removed: 704] [added: 906] | |

| Accounts payable | | | [removed: 816] [added: 1,139] | | | | | | [removed: 466] [added: 816] | | |

| Accrued expenses and other liabilities | | | [removed: 881] [added: 1,145] | | | | | | [removed: 720] [added: 881] | | |

| Total current liabilities | | | [removed: 2,603] [added: 2,445] | | | | | | [removed: 1,890] [added: 2,603] | | |

| Long-term debt | | | [removed: 8,779] [added: 11,209] | | | | | | [removed: 8,978] [added: 8,779] | | |

| Deferred taxes | | | [removed: 2,154] [added: 2,671] | | | | | | [removed: 1,768] [added: 2,154] | | |

| Operating lease liabilities | | | [removed: 621] [added: 642] | | | | | | [removed: 549] [added: 621] | | |

| Other long-term liabilities | | | [removed: 144] [added: 154] | | | | | | [removed: 138] [added: 144] | | |

| Total liabilities | | | [removed: 14,301] [added: 17,121] | | | | | | [removed: 13,323] [added: 14,301] | | |

| Common stock—$0.01 par value, 500,000,000 shares authorized, [removed: 114,434,075] [added: 114,758,508] and [removed: 72,420,566] [added: 69,356,981] shares issued and outstanding, respectively, at December 31, [removed: 2021] [added: 2022] and [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] | | | 1 | | | | | | 1 | | |

| Additional paid-in capital | | | [removed: 2,567] [added: 2,626] | | | | | | [removed: 2,482] [added: 2,567] | | |

| Retained earnings | | | [removed: 7,551] [added: 9,656] | | | | | | [removed: 6,165] [added: 7,551] | | |

| Treasury stock at [removed: cost—42,013,509] [added: cost—45,401,527 and 42,013,509] shares at December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020] [added: 2021, respectively] | | | [removed: (3,957)] [added: (4,957)] | | | | | | (3,957) | | |

| Accumulated other comprehensive loss | | | [removed: (171)] [added: (264)] | | | | | | [removed: (146)] [added: (171)] | | |

| Total stockholders’ equity | | | [removed: 5,991] [added: 7,062] | | | | | | [removed: 4,545] [added: 5,991] | | |

| Total liabilities and stockholders’ equity | | | $ | [removed: 20,292] [added: 24,183] | | | | | $ | [removed: 17,868] [added: 20,292] | |

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Equipment rentals | | | $ | [removed: 8,207] [added: 10,116] | | | | | $ | [removed: 7,140] [added: 8,207] | | | | | $ | [removed: 7,964] [added: 7,140] | |

| Sales of rental equipment | | | [removed: 968] [added: 965] | | | | | | [removed: 858] [added: 968] | | | | | | [removed: 831] [added: 858] | | |

| Sales of new equipment | | | [removed: 203] [added: 154] | | | | | | [removed: 247] [added: 203] | | | | | | [removed: 268] [added: 247] | | |

| Contractor supplies sales | | | [removed: 109] [added: 126] | | | | | | [removed: 98] [added: 109] | | | | | | [removed: 104] [added: 98] | | |

| Service and other revenues | | | [removed: 229] [added: 281] | | | | | | [removed: 187] [added: 229] | | | | | | [removed: 184] [added: 187] | | |

| | | | 2022 | | | | | | 2021 | | |

| Accounts receivable, net | | | 2,004 | | | | | | 1,677 | | |

| Tax withholding for share based compensation | | | | | | | | | | | | | | | (29) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tax withholding for share based compensation | | | | | | | | | | | | | | | (34) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tax withholding for share based compensation | | | | | | | | | | | | | | | (68) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at December 31, 2022 | | | 69 | | | | | | $ | 1 | | | | | $ | 2,626 | | | | | $ | 9,656 | | | | | 45 | | | | | | $ | (4,957) | | | | | $ | (264) | |

| Net income | | | $ | 2,105 | | | | | $ | 1,386 | | | | | $ | 890 | |

| Common stock repurchased, including tax withholdings for share based compensation | | | (1,068) | | | | | | (34) | | | | | | (286) | | |

Global Economic Conditions and COVID-19

Our operations are impacted by global economic conditions, including inflation, increased interest rates and supply chain constraints, and we take actions to modify our plans to address such economic conditions.

In 2022, for example, we intentionally held back on sales of rental equipment to ensure we had sufficient capacity for our customers.

In 2022, revenue from sales of rental equipment was largely flat year-over-year, however the number of units sold decreased approximately 17 percent year-over-year, as we held on to fleet to serve strong customer demand and to ensure greater fleet availability in the event industry supply chain challenges persist or worsen.

While the volume of sales of rental equipment decreased year-over-year, gross margin from sales of rental equipment increased 14.2 percentage points, which primarily reflected strong pricing and improved channel mix.

To date, our supply chain disruptions have been limited, but we may experience more severe supply chain disruptions in the future.

Interest rates on our debt instruments have increased recently.

For example, in November 2022, URNA issued $1.5 billion aggregate principal amount of senior secured notes at a 6 percent interest rate, while URNA's immediately prior issuance in August 2021 of $750 aggregate principal amount of senior unsecured notes was at a 3 ¾ percent interest rate.

Additionally, the weighted average interest rates on our variable debt instruments were 3.3 percent in 2022 and 1.4 percent in 2021.

We have experienced and are continuing to experience inflationary pressures.

A portion of inflationary cost increases is passed on to customers.

The most significant cost increases that are passed on to customers are for fuel and delivery, and there are other costs for which the pass through to customers is less direct, such as repairs and maintenance, and labor.

The impact of inflation and increased interest rates may be significant in the future.

In March 2020, we first experienced rental volume declines associated with COVID-19, and the COVID-19 impact was most pronounced in 2020.

In 2021 and 2022, we saw evidence of a continuing recovery of activity across our end-markets.

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 and 2020 include detailed disclosures addressing the COVID-19 impact.

We continue to assess the economic environment in which we operate and any developments relating to the COVID-19 pandemic, and take appropriate actions to address the economic and other challenges we face.

Allowance for Credit Losses

Application of the goodwill impairment test requires judgment, including: the identification of reporting units; assignment of assets and liabilities to reporting units; assignment of goodwill to reporting units; determination

incentives and amounts collected on behalf of third parties.

receivables at December 31, 2022 and 2021.

For certain products or services and

General Finance Acquisition

The acquisition:

| Total liabilities assumed | | | (254) | | |

| Goodwill (3) | | | 264 | | |

The level of goodwill that resulted from the acquisition is primarily reflective of General Finance's going-concern value, the value of General Finance's assembled workforce and new customer relationships expected to arise from the acquisition.

Ahern Rentals Acquisition

On December 7, 2022, we completed the acquisition of assets of Ahern Rentals, which was accounted for as a business combination.

Ahern Rentals was the eighth largest equipment rental company in North America and served customers primarily in the construction and industrial sectors across 30 states.

- Increase capacity in key geographies, with concentrations on both U.S. coasts and in the Gulf region;

- Increase availability of high-demand aerial and material handling equipment for our customers; and

UNITED RENTALS, INC.

| Accounts receivable, net of allowance for doubtful accounts of $112 at December 31, 2021 and $108 at December 31, 2020 | | | 1,677 | | | | | | 1,315 | | |

See accompanying notes.

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

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

(In millions)

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

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

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

| | | | Number of Shares | | | | | | Amount | | | | | | Paid-in Capital | | | | | | Retained Earnings | | | | | | Number of Shares | | | | | | Amount | | | | | | Comprehensive (Loss) Income | | |

| Balance at January 1, 2019 | | | 80 | | | | | | $ | 1 | | | | | $ | 2,408 | | | | | $ | 4,101 | | | | | 33 | | | | | | $ | (2,870) | | | | | $ | (237) | |

| Fixed price diesel swaps | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2 | | |

| Shares repurchased and retired | | | | | | | | | | | | | | | (40) | | | | | | | | | | | | | | | | | | | | | | | | | | |

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Continued)

| Shares repurchased and retired | | | | | | | | | | | | | | | (29) | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Shares repurchased and retired | | | | | | | | | | | | | | | (34) | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Common stock repurchased | | | (34) | | | | | | (286) | | | | | | (870) | | |

In July 2018, we completed the acquisition of BakerCorp International Holdings, Inc. (“BakerCorp”), which allowed for our entry into select European markets.

COVID-19

COVID-19 is a pandemic of respiratory disease spreading from person-to-person that poses a serious public health risk.

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.

See "Item 1.

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

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

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.

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

Our cash equivalents at December 31, 2021 and 2020 consist of direct obligations of financial institutions rated A or better.

Allowance for Doubtful Accounts

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

We considered the impact of COVID-19 when performing the test, and it did not have a material impact on the test results.

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

Restructuring Charges

Costs associated with exit or disposal activities, including lease termination costs and certain employee severance costs associated with restructuring, branch closings or other activities, are recognized at fair value when they are incurred.

addresses lease revenue).

Accounting/Disclosure Guidance Adopted in 2021

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

The guidance removes the following exceptions: 1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items, 2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, 3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary and 4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year.

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: 2021.][added: 2022.]

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: 2021.][added: 2022.]

The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the [removed: Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.]

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: 2021.][added: 2022.]

Based on this assessment, our management has concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

We have audited United Rentals, Inc.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, United Rentals, Inc. (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes and schedule of the Company and our report dated January [removed: 26, 2022] [added: 25, 2023] expressed an unqualified opinion thereon.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal [removed: Controls] [added: Control] over Financial Reporting.

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2021] [added: 2022] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

January 25, 2023

January 26, 2022

The information required by this Item is incorporated by reference to the applicable information in our Proxy Statement related to the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, which is expected to be filed with the SEC on or before March 22, [removed: 2022] [added: 2023] (the [removed: “2022] [added: “2023] Proxy Statement”).

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2022] [added: 2023] Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2022] [added: 2023] Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2022] [added: 2023] Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2022] [added: 2023] Proxy Statement.

United Rentals, Inc. Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

United Rentals, Inc. Consolidated Statements of Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

United Rentals, Inc. Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

United Rentals, Inc. Consolidated Statements of Stockholders' Equity for the years ended December [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

United Rentals, Inc. Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

| 3 | | | (b) | | | [removed: [Amended] [added: [Third Amended] and Restated By-Laws of United Rentals, Inc., amended as of [removed: May 7, 2020] [added: December 19, 2022] (incorporated by reference to Exhibit [removed: 3.3] [added: 3.1] of the United Rentals, Inc. [removed: and United Rentals (North America), Inc.] Current Report on Form 8-K filed on [removed: May 8, 2020)](http://www.sec.gov/Archives/edgar/data/1047166/000119312520137638/d890539dex33.htm)] [added: December 20, 2022)](http://www.sec.gov/Archives/edgar/data/1067701/000119312522309162/d414291dex31.htm)] | | |

| 4 | | | [removed: (j)*] [added: (k)*] | | | [Description of United Rentals’ Securities Registered Pursuant to Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/1067701/000106770122000008/uri-2021123110kex4j.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex4k.htm)] | | |

| 10 | | | (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, [removed: 2014)‡](http://www.sec.gov/Archives/edgar/data/1067701/000119312514116572/d667430ddef14a.htm)] [added: 2014)‡](http://www.sec.gov/Archives/edgar/data/1067701/000119312514116572/d667430ddef14a.htm#tx667430_18)] | | |

| 10 | | | [removed: (l)] [added: (pp)] | | | [Form of [removed: United Rentals, Inc. Restricted Stock Unit] [added: Indemnification] Agreement for [removed: Non-Employee] [added: Executive Officers and] Directors (incorporated by reference to Exhibit [removed: 10(c)] [added: 10(a)] of the United Rentals, Inc. Report on Form 10-Q for the quarter ended [removed: June] [added: September] 30, [removed: 2006, Commission File No. 001-14387)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312506164103/dex10c.htm)] [added: 2014)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770114000033/uri-9302014xex10a.htm)] | | |

| 10 | | | [removed: (m)] [added: (ff)] | | | [removed: [Form] [added: [Employment Agreement, dated as] of [added: May 8, 2019, between] United Rentals, Inc. [removed: Restricted Stock Unit Agreement for Non-Employee Directors] [added: and Matthew Flannery] (incorporated by reference to Exhibit [removed: 10(a)] [added: 10(c) of the] United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, [removed: 2017)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770117000022/uri-6302017xex10a.htm)] [added: 2019)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770119000029/uri-6302019xex10c.htm)] | | |

| 10 | | | [removed: (n)] [added: (m)*] | | | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Non-Employee Directors, effective for grants of awards beginning in May [removed: 2019 (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2019)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770119000029/uri-6302019xex10a.htm)] [added: 2019, as amended‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10m.htm)] | | |

| 10 | | | [removed: (o)] [added: (n)*] | | | [Form of United Rentals, Inc. Performance-Based Restricted Stock Unit Agreement for Senior Management; effective for grants beginning in [removed: 2015 (incorporated by reference to Exhibit 10(i) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2015)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770115000012/uri-3312015xex10i.htm)] [added: 2015, as amended‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10n.htm)] | | |

| 10 | | | [removed: (p)] [added: (o)*] | | | [Form of United Rentals, Inc. Performance-Based Restricted Stock Unit Agreement for Senior Management; effective for grants beginning in [removed: 2020 (incorporated by reference to Exhibit 10(t) of the United Rentals, Inc. Report on Form 10-K for the year ended December 31, 2019)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770120000008/uri-2019123110kex10t.htm)] [added: 2020, as amended‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10o.htm)] | | |

| 10 | | | [removed: (q)] [added: (p)*] | | | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Senior Management; effective for grants beginning in 2015 [removed: (incorporated by reference to Exhibit 10(h) of the](http://www.sec.gov/Archives/edgar/data/1047166/000106770115000012/uri-3312015xex10h.htm) [United Rentals, Inc. Report on](http://www.sec.gov/Archives/edgar/data/1047166/000106770119000029/uri-6302019xex10b.htm) [Form 10-Q for the quarter ended March 31, 2015)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770115000012/uri-3312015xex10h.htm)] [added: as amended‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10p.htm)] | | |

| 10 | | | [removed: (r)] [added: (q)*] | | | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Senior Management, effective for grants of awards beginning in May [removed: 2019 (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2019)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770119000029/uri-6302019xex10b.htm)] [added: 2019, as amended‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10q.htm)] | | |

| 10 | | | [removed: (s)] [added: (dd)] | | | [removed: [Form of Restricted] [added: [Restricted] Stock Unit [removed: Agreement for Michael Kneeland,] [added: Agreement,] dated [added: as of] March 11, [removed: 2019] [added: 2019, by and between United Rentals, Inc. and Michael J. Kneeland] (incorporated by reference to Exhibit 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 March 15, 2019)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312519076777/d723237dex101.htm) | | |

| 10 | | | [removed: (t)] [added: (ee)] | | | [removed: [Form of Restricted] [added: [Restricted] Stock Unit Agreement (Performance [removed: Based) for Michael Kneeland,] [added: Based),] dated [added: as of] March 11, [removed: 2019] [added: 2019, by and between United Rentals, Inc. and Michael J. Kneeland] (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form [removed: 8-K] [added: 8-K,] filed on March 15, 2019)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312519076777/d723237dex102.htm) | | |

| 10 | | | [removed: (u)] [added: (t)] | | | Board of Directors compensatory plans, as described under the caption "Director Compensation" in the United Rentals, Inc. definitive proxy statement to be filed with the Securities and Exchange Commission (in connection with the Annual Meeting of Stockholders) on or before March 22, [removed: 2022] [added: 2023] | | |

| 10 | | | [removed: (v)] [added: (u)*] | | | [Form of Restricted Stock Unit Agreement (Performance Based) for Senior Management; effective for grants beginning in [removed: 2021 (incorporated by reference to Exhibit 10(bb) of the United Rentals, Inc. Report on Form 10-K for the year ended December 31, 2020)](http://www.sec.gov/Archives/edgar/data/1067701/000106770121000008/uri-2020123110kex10bb.htm)[‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770121000008/uri-2020123110kex10bb.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10u.htm)[, as am](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10u.htm)[ended](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10u.htm)[‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10u.htm)] | | |

| 10 | | | [removed: (w)] [added: (v)*] | | | [Form of Restricted Stock Unit Agreement for Senior Management; effective for grants beginning in [removed: 2021 (incorporated by reference to Exhibit 10(cc) of the United Rentals, Inc. Report on Form 10-K for the year ended December 31, 2020)](http://www.sec.gov/Archives/edgar/data/1067701/000106770121000008/uri-2020123110kex10cc.htm)[‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770121000008/uri-2020123110kex10cc.htm)] [added: 2021, as amended‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10v.htm)] | | |

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

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

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

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

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

| 10 | | | [removed: (cc)] [added: (mm)] | | | [removed: [Restricted Stock Unit] [added: [Employment] Agreement, [removed: dated] [added: effective] as of [removed: March 11, 2019, by and] [added: July 29, 2022,] between United Rentals, Inc. and [removed: Michael J. Kneeland] [added: William Edward Grace] (incorporated by reference to Exhibit 10.1 [removed: of] [added: to] the [removed: United Rentals, Inc. and United Rentals (North America) Inc.] Current Report on Form [removed: 8-K,] [added: 8-K] filed [added: by United Rentals, Inc.] on [removed: March 15, 2019)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312519076777/d723237dex101.htm)] [added: July 22, 2022)](http://www.sec.gov/Archives/edgar/data/1047166/000119312522200101/d368350dex101.htm)] | | |

| 10 | | | [removed: (dd)] [added: (uu)] | | | [removed: [Restricted Stock Unit Agreement (Performance Based),] [added: [Third Amended and Restated Canadian Guarantee Agreement,] dated as of [removed: March 11,] [added: February 15,] 2019, by [removed: and between] United [removed: Rentals,] [added: Rentals of Canada,] Inc. [removed: and Michael J. Kneeland] [added: in favor of Bank of America, N.A., as agent] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.5] of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form [removed: 8-K,] [added: 8-K] filed on [removed: March] [added: February] 15, [removed: 2019)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312519076777/d723237dex102.htm)] [added: 2019)](http://www.sec.gov/Archives/edgar/data/1047166/000110465919009058/a19-4792_1ex10d5.htm#Exhibit10_5_024012)] | | |

| 10 | | | [removed: (ee)] [added: (gg)] | | | [removed: [Employment] [added: [Amended Employment] Agreement, dated [removed: as of May 8, 2019,] [added: April 28, 2008,] between United Rentals, Inc. and [removed: Matthew Flannery] [added: Dale Asplund] (incorporated by reference to Exhibit [removed: 10(c)] [added: 10(b)] of the United Rentals, Inc. Report on Form 10-Q for the quarter ended [removed: June 30, 2019)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770119000029/uri-6302019xex10c.htm)] [added: March 31, 2011)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312511102380/dex10b.htm)] | | |

| 10 | | | [removed: (ff)] [added: (hh)] | | | [removed: [Amended Employment Agreement, dated] [added: [Second Amendment, effective as of] April [removed: 28, 2008,] [added: 3, 2013, to the Employment Agreement] between United Rentals, Inc. and Dale Asplund (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, [removed: 2011)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312511102380/dex10b.htm)] [added: 2013)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770113000008/uri-3312013xex10b.htm)] | | |

| 10 | | | [removed: (gg)] [added: (kk)] | | | [removed: [Second] [added: [First] Amendment, effective as of April [removed: 3, 2013,] [added: 23, 2021,] to the Employment Agreement between United Rentals, Inc. and [removed: Dale Asplund] [added: Craig Pintoff] (incorporated by reference to Exhibit [removed: 10(b)] [added: 10] of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, [removed: 2013)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770113000008/uri-3312013xex10b.htm)] [added: 2021)‡](http://www.sec.gov/Archives/edgar/data/0001067701/000106770121000018/uri-3312021x10qex10.htm)] | | |

| 10 | | | [removed: (hh)] [added: (ii)] | | | [Employment Agreement, effective as of October 12, 2018, between the Company and Jessica T. Graziano (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed on October 12, 2018)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312518298032/d512132dex101.htm) | | |

| 10 | | | [removed: (ii)] [added: (oo)] | | | [removed: [Employment Agreement, effective as of January 20, 2016] [added: [Consulting Agreement by and] between United Rentals, Inc. and [added: Devonshire Advisors, LLC, dated March 30, 2022, and affirmation of] Jeffrey Fenton (incorporated by reference to Exhibit [removed: 10(ss)] [added: 10(b)] of the United Rentals, Inc. [removed: Annual] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2015)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770116000039/uri-2015123110kex10ss.htm)] [added: 2022)](http://www.sec.gov/Archives/edgar/data/1067701/000106770122000018/uri-3312022x10qex10b.htm)] | | |

| 10 | | | [removed: (mm)] [added: (qqq)] | | | [removed: [Severance Agreement] [added: [Form of Tender] and [removed: General Release,] [added: Support Agreement,] dated [removed: September 21, 2020, between] [added: April 15, 2021, by and among] United [removed: Rentals, Inc.] [added: Rentals (North America), Inc., UR Merger Sub VI Corporation] and [removed: Paul McDonnell (including a form] [added: certain stockholders] of [removed: Consulting Agreement)] [added: General Finance Corporation] (incorporated by reference to Exhibit 10.1 [removed: of] [added: 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: September 22, 2020)](http://www.sec.gov/Archives/edgar/data/1047166/000119312520250651/d88154dex101.htm)] [added: April 16, 2021)](http://www.sec.gov/Archives/edgar/data/1047166/000110465921050987/tm2113073d1_ex10-1.htm)] | | |

| 10 | | | [removed: (oo)] [added: (ss)] | | | [Third Amended and Restated [removed: Credit] [added: U.S. Guarantee] Agreement, dated as of February 15, 2019, among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), [removed: Inc., United Rentals] [added: Inc. named or referred to therein in favor] of [removed: Canada, Inc., United Rentals International B.V., United Rentals S.A.S.,] Bank of [removed: America] [added: America,] N.A., [removed: and the other financial institutions named therein] [added: as agent] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on February 15, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/1047166/000110465919009058/a19-4792_1ex10d1.htm#Exhibit10_1_012300)] [added: 2019)](http://www.sec.gov/Archives/edgar/data/1047166/000110465919009058/a19-4792_1ex10d3.htm#Exhibit10_3_122317)] | | |

| 10 | | | [removed: (pp)] [added: (tt)] | | | [removed: [First Amendment, dated as of June 30, 2021, to the Third] [added: [Fourth] Amended and Restated [removed: Credit] [added: Canadian Security] Agreement, dated as of [removed: February 15, 2019,] [added: June 30, 2022,] among United Rentals [removed: (North America), Inc., United Rentals Inc., the other Borrowers party thereto, the other Guarantors party thereto, the Lenders party thereto,] [added: of Canada, Inc.] and Bank of America, N.A., as [removed: Agent] [added: agent] (incorporated by reference to Exhibit [removed: 10.1 to] [added: 10.3 of] the [added: United Rentals, Inc. and United Rentals (North America), Inc.] Current Report on Form 8-K filed [removed: by United Rentals, Inc.] on [removed: July 2, 2021)](http://www.sec.gov/Archives/edgar/data/0001067701/000110465921088426/tm2120583d2_ex10-1.htm)] [added: June 30, 2022)](http://www.sec.gov/Archives/edgar/data/1067701/000110465922076372/tm2219859d1_ex10-3.htm)] | | |

| 10 | | | [removed: (qq)] [added: (rr)] | | | [removed: [Third] [added: [Fourth] Amended and Restated U.S. Security Agreement, dated as of [removed: February 15, 2019,] [added: June 30, 2022,] among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on [removed: February 15, 2019)](http://www.sec.gov/Archives/edgar/data/1047166/000110465919009058/a19-4792_1ex10d2.htm#Exhibit10_2_112539)] [added: June 30, 2022)](http://www.sec.gov/Archives/edgar/data/1067701/000110465922076372/tm2219859d1_ex10-2.htm)] | | |