United Rentals (URI) 10-K risk factor changes: FY2023 vs FY2022

- geopolitical conflicts, such as Russia’s invasion of [removed: Ukraine,] [added: Ukraine] and the [added: conflict in the Middle East, and the] resultant sanctions and other measures imposed in response; or

Our industry is highly competitive, and competitive pressures [added: have in the past led, and] could lead [added: again in the future,] to a decrease in our market share or in the prices that we can charge.

Competitive pressures [added: have in the past adversely affected, and] could [added: again in the future] adversely [removed: affect] [added: affect,] our revenues and operating results by, among other things, decreasing our rental volumes, depressing the prices that we can charge or increasing our costs to retain employees.

At December 31, [removed: 2022,] [added: 2023,] our total indebtedness was [removed: $11.4] [added: $11.5] billion.

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

At December 31, [removed: 2022,] [added: 2023,] we had [removed: $3.5] [added: $3.6] billion of indebtedness that bore interest at variable rates.

As of December 31, [removed: 2022,] [added: 2023,] our variable rate indebtedness represented 31 percent of our total indebtedness.

As of December 31, [removed: 2022,] [added: 2023,] 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 [removed: our business needs and would be forced to adopt an alternative strategy.]

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

From [removed: time-to-time] [added: time to time] we have also approached, or have been approached by, other public companies or large privately-held companies to explore consolidation opportunities.

At December 31, [removed: 2022,] [added: 2023,] we had [removed: $6.0] [added: $5.9] billion of goodwill on our consolidated balance sheet.

- expectations regarding our share repurchase [removed: program; and][added: programs;]

We cannot guarantee that we will repurchase our common stock pursuant to our share repurchase [removed: program] [added: programs] or that our share repurchase [removed: program] [added: programs] will enhance long-term stockholder value.

We [removed: expect to resume] [added: have completed $1.0 billion of] repurchases under the program [removed: in the first quarter] [added: as] of [added: December 31,] 2023, and [added: expect] to [removed: repurchase $1.0 billion of common stock under] [added: complete] the program in [removed: 2023.][added: the first quarter of 2024.]

Although the Board of Directors has authorized the share repurchase [removed: program,] [added: programs,] the share repurchase [removed: program does] [added: programs do] not obligate the Company to repurchase any specific dollar amount or to acquire any specific number of shares.

In August 2022, Congress passed the Inflation Reduction Act, which imposes a [removed: 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.

The repurchase [removed: program] [added: programs] may be limited, suspended or discontinued at any time without prior notice.

In addition, repurchases of our common stock pursuant to our share repurchase [removed: program] [added: programs] could affect our stock price and increase its volatility.

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

Although our share repurchase [removed: program is] [added: programs are] intended to enhance long-term stockholder value, there is no assurance that [removed: it] [added: they] will do so and short-term stock price fluctuations could reduce the program’s effectiveness.

[added: 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.

Further, a worsening of economic conditions would be expected to result in increased delinquencies and credit [removed: losses.][added: losses, which could exacerbate adverse impacts on our business and operating results.]

The extent to which these efforts and strategies will achieve our desired efficiencies and goals in [removed: 2023] [added: 2024] and beyond is uncertain, as their success depends on a number of factors, some of which are beyond our control.

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

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

We have, from time to time, experienced threats to [added: and breaches of] our data and systems, including malware and computer virus attacks.

We are continuously developing and enhancing our controls, [removed: processes,] [added: processes] and practices designed to protect our systems, computers, software, [removed: data,] [added: data] and networks from attack, damage, or unauthorized access.

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

For example, the [added: European Union’s (“EU”)] General Data Protection Regulation (Regulation (EU) 2016/679) (the “GDPR”) has [removed: caused European Union (“EU”)] [added: stringent] data protection requirements [removed: to be more stringent] and provides for [removed: greater] [added: significant] penalties.

Complying with [removed: any] new regulatory requirements [added: has in the past required, and] could [removed: require] [added: in the future require,] us to incur substantial expenses or require us to change our business [removed: practices in a manner that] [added: practices, either of which] could harm our business.

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 [removed: strategies.][added: strategies or be satisfied with our efforts to attain such goals.]

[removed: Provisions of law, such as those] requiring that dividends be paid only from surplus, could limit the ability of our subsidiaries to make payments or other distributions to us.

[removed: We are in] [added: In] the ordinary course [added: of our business operations, we are] exposed to a variety of [removed: claims relating to our business.][added: potential claims.]

These claims include those relating to [removed: (i)] personal [removed: injury] [added: injuries] or property damage [removed: involving equipment] [added: arising from: (i) the use and/or operation of our] rented or sold [removed: by us,] [added: equipment,] (ii) motor vehicle accidents involving our vehicles and our employees and (iii) employment-related claims.

- our insurance policies, reflecting a program structure that we believe reflects market conditions for companies [added: of] our size, are often subject to significant deductibles or self-insured retentions;

We establish and [removed: semi-annually] evaluate our loss reserves [added: on a semi-annual basis] to address casualty claims, or portions thereof, not covered by our insurance policies.

These laws regulate issues such as wastewater, [removed: stormwater,] [added: storm water,] solid and hazardous [removed: waste and] [added: waste, storage of hazardous] materials, and air quality.

Under these laws, we may be liable for, among other [removed: things,] [added: things:] (i) the costs of investigating and remediating any contamination at our sites as well as sites to which we send hazardous waste for disposal or treatment, regardless of [removed: fault,] [added: fault;] and (ii) fines and penalties for non-compliance.

Our [removed: 1,316] [added: 1,357] branch locations in the United States are located in 49 states, and Puerto Rico, which exposes us to a host of different state and local regulations, in addition to federal law and regulatory and contractual requirements we face as a government contractor.

- instability in macroeconomic conditions;

our business needs and would be forced to adopt an alternative strategy.

- changes in our dividend policy; and

On January 24, 2024, our Board of Directors authorized a new $1.5 billion share repurchase program.

We plan to begin repurchases under the new program following the planned completion of the existing $1.25 billion share repurchase program in the first quarter of 2024, and intend to purchase $1.25 billion under the new program in 2024 and then complete the program by the end of the first quarter of 2025.

Although such disruptions and failures have not been material to date, we cannot guarantee that they will not be material in the future.

Our response to attacks, and our investments in our technology and our controls, processes and practices, may not be sufficient to shield us from significant losses or liability.

Further, given the increasing sophistication of bad actors and complexity of the techniques used to obtain unauthorized access or disable systems, a breach or attack could potentially persist for an extended period of time before being detected.

As a result, we may not be able to anticipate the attack or respond adequately or timely, and the extent of a particular incident, and the steps that we may need to take to investigate the incident, may not be immediately clear.

It could take a significant amount of time before an investigation can be completed and full, reliable information about the incident becomes known.

During an investigation, it is possible we may not necessarily know the extent of the harm or how to remediate it, which could further adversely impact us, and new regulations could result in us being required to disclose information about a material cybersecurity incident before it has been mitigated or resolved, or even fully investigated.

Regulators have been imposing new data privacy and security requirements, including new and greater monetary fines for privacy violations.

In addition, countries such as

the United Kingdom (the “UK”) have implemented the GDPR through their own legislation.

Other countries, including the U.S., have proposed or adopted their own data protection legislation.

These laws and regulations are broad in scope and subject to evolving interpretations and increasing enforcement, and we have incurred costs to monitor compliance and have altered our practices, and may have to do so again in the future.

Moreover, certain new and existing data privacy laws and regulations could diverge and conflict with each other in certain respects, which makes compliance increasingly difficult.

As regulators have become increasingly focused on information security, data collection and use and privacy, we may be required to devote significant additional resources to modify and enhance our information security controls and to identify and remediate vulnerabilities, which could adversely impact our results of operations and profitability.

Our growing specialty reportable segment, as well as our tools and onsite services offerings, presents new and expanded risks, which may increase as we engage in new activities and provide new services.

Our specialty reportable segment has accounted for an increasing portion of our business and revenues in recent years.

Specialty segment revenues constituted 25.4 percent of our revenues for the year ended December 31, 2023, as compared to 7.3 percent of our revenues for the year ended December 31, 2013.

In connection with the expansion of the specialty segment, we have expanded the scope of services we provide to clients; for example, we advise clients on the compatibility of our equipment with various applications, collaborate and consult with clients on certain aspects of civil construction projects, design and erect scaffolding, and design electrical pump systems.

To the extent we engage in those and other similar activities, we have faced, and will continue to face, increased legal, reputational and operational risks.

These new or expanded business activities also expose us to new or different types of risks, including risks related to spills, unauthorized use of equipment, system failure, ineffectiveness of the solutions and products we provide, and hazardous material issues and interference.

We have been, and may in the future be, subject to various claims in connection with these activities and services, and the associated risks may be difficult to assess or quantify and their existence and magnitude may remain unknown for substantial periods of time, particularly as we engage in new business activities where we do not have historical experience.

Although we have insurance to protect ourselves against claims in connection with these activities, we cannot guarantee that any insurance coverage will be sufficient or that we will continue to be able to obtain such coverage at reasonable rates or at all.

See also “We are exposed to a variety of claims relating to our business, and our insurance may not fully cover them.”

Provisions of law, such as those

In addition, there are often different and potentially conflicting requirements in different jurisdictions.

Changes in these requirements, or any material failure by our branches to comply with

The inability to borrow under our

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 are also subject

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

This has been particularly true in industries with recent high growth rates such as the construction industry.

In addition, countries such as the United Kingdom (the “UK”) have implemented the GDPR through their own legislation, for example, the UK Data Protection Act 2018, and certain countries and U.S. states have proposed or adopted their own data protection legislation.

As of December 31, [removed: 2022,] [added: 2023,] we had an aggregate of [removed: $3.5] [added: $3.6] billion of indebtedness that bears interest at variable rates, comprised of borrowings under the ABL, accounts receivable securitization, term loan and repurchase facilities.

See note 12 to our consolidated financial statements for the amounts outstanding, and the interest rates thereon, as of December 31, [removed: 2022] [added: 2023] under these facilities.

[added: As of December 31, 2023, based upon the amount of our variable rate debt] outstanding, our annual after-tax earnings would decrease by approximately [removed: $26] [added: $27] for each one percentage point increase in the interest rates applicable to our variable rate debt.

At December 31, [removed: 2022,] [added: 2023,] we had an aggregate of [removed: $7.8] [added: $7.9] billion of indebtedness that bears interest at fixed rates.

A one percentage point decrease in market interest rates as of December 31, [removed: 2022] [added: 2023] would increase the fair value of our fixed rate [removed: indebtedness by approximately six percent.]

During the year ended December 31, [removed: 2022,] [added: 2023,] our foreign subsidiaries accounted for [removed: $1.154] [added: $1.269] billion, or [removed: 10] [added: 9] percent, of our total revenue of [removed: $11.642] [added: $14.332] billion, and [removed: $233,] [added: $285,] or [removed: 8] [added: 9] percent, of our total pretax income of [removed: $2.802] [added: $3.211] billion.

indebtedness by approximately five percent.

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: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

| Total revenues (in millions) | | | [removed: $11,642] [added: $14,332] | | | | | | [removed: $9,716] [added: $11,642] | | |

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

| Year-over-year change in average original equipment cost (“OEC”) | | | [removed: 13.6%] [added: 21.9%] | | | | | | [removed: 4.0%] [added: 13.6%] | | |

| Fleet productivity (2) | | | [removed: 9.4%] [added: (0.7)%] | | | | | | [removed: 10.4%] [added: 9.4%] | | |

| Contribution from ancillary and re-rent revenue (3) | | | [removed: 1.8%] [added: (0.4)%] | | | | | | [removed: 2.0%] [added: 1.8%] | | |

| Total equipment rental revenue variance | | | [removed: 23.3%] [added: 19.3%] | | | | | | [removed: 14.9%] [added: 23.3%] | | |

| Key account percent of equipment rental revenue | | | [removed: 68%] [added: 67%] | | | | | | [removed: 72%] [added: 68%] | | |

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

| Fleet OEC (in billions) | | | [removed: $19.61] [added: $20.66] | | | | | | [removed: $15.79] [added: $19.61] | | |

| Equipment classes | | | [removed: 4,600] [added: 4,800] | | | | | | [removed: 4,300] [added: 4,600] | | |

| Equipment units | | | [removed: 1,020,000] [added: 995,000] | | | | | | [removed: 780,000] [added: 1,020,000] | | |

| Fleet age in months | | | [removed: 53.5] [added: 52.4] | | | | | | [removed: 54.1] [added: 53.5] | | |

| Aerial work platforms | | | [removed: 24%] [added: 25%] | | | | | | [removed: 26%] [added: 24%] | | |

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

| Trench safety equipment | | | [removed: 6%] [added: 5%] | | | | | | 6% | | |

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

| Rental locations [removed: (4)] | | | [removed: 1,521] [added: 1,584] | | | | | | [removed: 1,345] [added: 1,521] | | |

| Approximate range of branches per district | | | [removed: 4-13] [added: 5-14] | | | | | | [removed: 3-11] [added: 4-13] | | |

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

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

| Hourly employees | | | [removed: 17,500] [added: 18,900] | | | | | | [removed: 14,200] [added: 17,500] | | |

| Salaried employees | | | [removed: 7,100] [added: 7,400] | | | | | | [removed: 6,200] [added: 7,100] | | |

| Total employees [removed: (4)] | | | [removed: 24,600] [added: 26,300] | | | | | | [removed: 20,400] [added: 24,600] | | |

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

| Estimated North American equipment rental industry revenue growth (5) | | | [removed: 11%] [added: 12%] | | | | | | [removed: 4%] [added: 14%] | | |

| Largest supplier percent of capital expenditures | | | [removed: 10%] [added: 15%] | | | | | | [removed: 9%] [added: 10%] | | |

| Top 10 supplier percent of capital expenditures | | | [removed: 45%] [added: 48%] | | | | | | [removed: 49%] [added: 45%] | | |

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

The [removed: positive fleet productivity for 2021 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, [removed: as discussed further below.][added: had the most pronounced on our business in 2020.]

[removed: (4)The year-over-year increases in] [added: In 2023, our full year] rental [removed: locations and employees include] [added: revenue increased by 19.3 percent year-over-year, which included] the impact of the [added: Ahern Rentals acquisition that was completed in] December 2022 [removed: acquisition of assets of Ahern Rentals, Inc. ("Ahern Rentals"), which] [added: and] is discussed in note 4 to the consolidated financial statements.

[removed: Estimated] [added: Our estimated] North American market share [added: of approximately 15 percent] as of December 31, [removed: 2021 does] [added: 2023 did] not [removed: include] [added: change materially from our market share as of December 31, 2022, which included] the pre-acquisition revenue of Ahern [removed: Rental because] [added: Rentals as] the acquisition was completed in 2022.

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

[added: 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.

Approximately [removed: 50] [added: 63] percent of eligible employees participated in the program in [removed: 2022.][added: 2023.]

Our commitment to [removed: DEI] [added: diversity, equity and inclusion (“DEI”)] is demonstrated through many efforts including employee-led employee resource groups (“ERGs”); [added: aspirational] company-wide DEI goals; and inclusive volunteering opportunities.

Our [removed: four] [added: seven] 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.

[removed: The Company has internal goals for overall workforce diversity and for specific positions, and we have] disclosed [removed: a] [added: an aspirational] goal to increase the percentage of [added: racially or gender] diverse employees in sales and management roles, reflecting our commitment to increase diverse representation in our talent pipeline.

There has been positive progress in [removed: these goals,] [added: this aspirational goal,] as reflected in an over [removed: four-percentage] [added: five percentage] point increase in diverse employees in sales and management roles from [removed: 29.1] [added: 29.5] percent in [removed: 2019] [added: 2020] to [removed: 33.5] [added: 34.7] percent in [removed: 2022.][added: 2023.]

[removed: In addition,] [added: To that end,] the Company has made [removed: hiring, promotion, and] [added: the] fair inclusion of veterans a priority, through its veterans ERG and external [removed: partnerships that support this goal.][added: partnerships.]

| | | | 2023 | | | | | | 2022 | | |

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

| Year-over-year change in average OEC | | | 10.4% | | | | | | | | |

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

| Fleet productivity (2) | | | 2.8% | | | | | | | | |

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

| Total equipment rental revenue variance | | | 11.3% | | | | | | | | |

The positive fleet productivity for 2022 reflected strong demand across our end-markets.

Beginning in 2021 and continuing through 2023, we have experienced broad-based strength of demand across our end-markets.

(4)We completed the acquisition of Ahern Rentals, Inc. ("Ahern Rentals") in December 2022.

The pro forma information includes the standalone, pre-acquisition results of Ahern Rentals.

The pro forma components are not reflected above for 2022 versus 2021 because of the December 2022 acquisition date (Ahern Rentals did not materially impact the comparison of 2022 and 2021 equipment rentals).

The Ahern Rentals acquisition is discussed further in note 4 to the consolidated financial statements.

Subsequent to our prior disclosure of 2022 industry information, the ARA increased 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 as of December 31, 2022 decreased and the size of the 2022 growth in North American equipment rental industry revenue increased.

- Workplace inclusivity and diversity: We believe that an inclusive and diverse team is key to the success of our culture, and we view diversity holistically through a framework that recognizes the importance of diversity in enabling our commercial strategy and continued business success.

The Company has

As part of its diversity efforts, the Company is committed to supporting our military veterans and believes that diversity in experience is an asset to the business.

Our 2023 results were consistent with our strong 2022 results, with scores in three categories flat year-over-year and our Diversity & Inclusion score decreasing slightly from 8.7 to 8.6.

Our results placed us in the top 10 percent of the Peakon Benchmark for Commercial and Professional Services Companies for the Engagement and Health & Wellbeing categories and in the top 25 percent of the Diversity & Inclusion category; there is no benchmark reference for our Safety category.

Total Control*®* is a unique customer offering

On a pro forma basis including the pre-acquisition results of Ahern Rentals, year-over-year, equipment rentals revenue increased 11.3 percent, primarily reflecting an increase in average OEC of 10.4 percent.

We promote our business through local and national advertising across marketing channels, including digital media (including organic and paid search), customer engagement (lifecycle marketing and direct mail), television (connected and linear), trade publications (digital and print), earned media, tradeshows and sponsorships.

This approach is designed to ensure that the terms

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

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

| Percent of fleet that is current on manufacturer's recommended maintenance | | | 77% | | | | | | 77% | | |

| 2023 projected North American industry equipment rental revenue growth | | | 4% | | | | | | | | |

rates, weighted by the prior period revenue mix.

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

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.

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

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

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

Uncertainty remains regarding the potential impact of existing and emerging variant strains of COVID-19 on the operations and financial position of United Rentals, and on the global 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.

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.

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.

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.

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.

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.

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).

In 2022, our full year rental revenue increased by 23.3 percent year-over-year, which included the impact of the General Finance acquisition that was completed in May 2021 and the Ahern Rentals acquisition that was completed in December 2022, both of which are discussed in note 4 to the consolidated financial statements.

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.

In 2023, based on our analyses of industry forecasts and macroeconomic indicators, we expect that North American industry equipment rental revenue will increase approximately 4 percent.

companies, manufacturers, utilities, municipalities and homeowners.

We promote our business through local and national advertising in various media, including television, trade publications, yellow pages, the internet, radio and direct mail.

We also regularly participate in industry trade shows and conferences and sponsor a variety of local and national promotional events.

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022] [added: 2023] there were [removed: 70,112,526] [added: 68,280,874] 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: 2022] [added: 2023] was approximately [removed: $15.0] [added: $26.7] billion, calculated by using the closing price of the common stock on such date on the New York Stock Exchange of [removed: $242.91.][added: $445.37.]

As of January [removed: 23, 2023,] [added: 22, 2024,] there were [removed: 69,359,591] [added: 67,191,627] shares of United Rentals, Inc. common stock outstanding.

Documents incorporated by reference: Portions of United Rentals, Inc.’s Proxy Statement related to the [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference into Part III of this annual report.

| Item 1 | | | [removed: [Business](#ia9338b81fc424d2881cdfcbdc7377eb8_16)] [added: [Business](#i062d6a79cfc64a2aa95cd7d348fea49e_16)] | | | [removed: [1](#ia9338b81fc424d2881cdfcbdc7377eb8_16)] [added: [1](#i062d6a79cfc64a2aa95cd7d348fea49e_16)] | | |

| Item 1A | | | [Risk [removed: Factors](#ia9338b81fc424d2881cdfcbdc7377eb8_19)] [added: Factors](#i062d6a79cfc64a2aa95cd7d348fea49e_19)] | | | [removed: [10](#ia9338b81fc424d2881cdfcbdc7377eb8_19)] [added: [9](#i062d6a79cfc64a2aa95cd7d348fea49e_19)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#ia9338b81fc424d2881cdfcbdc7377eb8_22)] [added: Comments](#i062d6a79cfc64a2aa95cd7d348fea49e_22)] | | | [removed: [22](#ia9338b81fc424d2881cdfcbdc7377eb8_22)] [added: [23](#i062d6a79cfc64a2aa95cd7d348fea49e_22)] | | |

| Item 2 | | | [removed: [Properties](#ia9338b81fc424d2881cdfcbdc7377eb8_25)] [added: [Properties](#i062d6a79cfc64a2aa95cd7d348fea49e_25)] | | | [removed: [22](#ia9338b81fc424d2881cdfcbdc7377eb8_25)] [added: [24](#i062d6a79cfc64a2aa95cd7d348fea49e_25)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#ia9338b81fc424d2881cdfcbdc7377eb8_28)] [added: Proceedings](#i062d6a79cfc64a2aa95cd7d348fea49e_28)] | | | [removed: [23](#ia9338b81fc424d2881cdfcbdc7377eb8_28)] [added: [25](#i062d6a79cfc64a2aa95cd7d348fea49e_28)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#ia9338b81fc424d2881cdfcbdc7377eb8_31)] [added: Disclosures](#i062d6a79cfc64a2aa95cd7d348fea49e_31)] | | | [removed: [23](#ia9338b81fc424d2881cdfcbdc7377eb8_31)] [added: [25](#i062d6a79cfc64a2aa95cd7d348fea49e_31)] | | |

| Item 5 | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ia9338b81fc424d2881cdfcbdc7377eb8_37)] [added: Securities](#i062d6a79cfc64a2aa95cd7d348fea49e_37)] | | | [removed: [23](#ia9338b81fc424d2881cdfcbdc7377eb8_37)] [added: [25](#i062d6a79cfc64a2aa95cd7d348fea49e_37)] | | |

| Item 6 | | | [Selected Financial [removed: Data](#ia9338b81fc424d2881cdfcbdc7377eb8_40)] [added: Data](#i062d6a79cfc64a2aa95cd7d348fea49e_40)] | | | [removed: [24](#ia9338b81fc424d2881cdfcbdc7377eb8_40)] [added: [26](#i062d6a79cfc64a2aa95cd7d348fea49e_40)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ia9338b81fc424d2881cdfcbdc7377eb8_46)] [added: Operations](#i062d6a79cfc64a2aa95cd7d348fea49e_46)] | | | [removed: [25](#ia9338b81fc424d2881cdfcbdc7377eb8_46)] [added: [27](#i062d6a79cfc64a2aa95cd7d348fea49e_46)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ia9338b81fc424d2881cdfcbdc7377eb8_55)] [added: Risk](#i062d6a79cfc64a2aa95cd7d348fea49e_55)] | | | [removed: [42](#ia9338b81fc424d2881cdfcbdc7377eb8_55)] [added: [44](#i062d6a79cfc64a2aa95cd7d348fea49e_55)] | | |

| Item 8 | | | [Financial Statements and Supplementary [removed: Data](#ia9338b81fc424d2881cdfcbdc7377eb8_58)] [added: Data](#i062d6a79cfc64a2aa95cd7d348fea49e_58)] | | | [removed: [44](#ia9338b81fc424d2881cdfcbdc7377eb8_58)] [added: [46](#i062d6a79cfc64a2aa95cd7d348fea49e_58)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ia9338b81fc424d2881cdfcbdc7377eb8_160)] [added: Disclosure](#i062d6a79cfc64a2aa95cd7d348fea49e_166)] | | | [removed: [85](#ia9338b81fc424d2881cdfcbdc7377eb8_160)] [added: [86](#i062d6a79cfc64a2aa95cd7d348fea49e_166)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#ia9338b81fc424d2881cdfcbdc7377eb8_163)] [added: Procedures](#i062d6a79cfc64a2aa95cd7d348fea49e_169)] | | | [removed: [85](#ia9338b81fc424d2881cdfcbdc7377eb8_163)] [added: [86](#i062d6a79cfc64a2aa95cd7d348fea49e_169)] | | |

| Item 9B | | | [Other [removed: Information](#ia9338b81fc424d2881cdfcbdc7377eb8_172)] [added: Information](#i062d6a79cfc64a2aa95cd7d348fea49e_178)] | | | [removed: [88](#ia9338b81fc424d2881cdfcbdc7377eb8_172)] [added: [88](#i062d6a79cfc64a2aa95cd7d348fea49e_178)] | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ia9338b81fc424d2881cdfcbdc7377eb8_175)] [added: Inspections](#i062d6a79cfc64a2aa95cd7d348fea49e_181)] | | | [removed: [88](#ia9338b81fc424d2881cdfcbdc7377eb8_175)] [added: [88](#i062d6a79cfc64a2aa95cd7d348fea49e_181)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#ia9338b81fc424d2881cdfcbdc7377eb8_181)] [added: Governance](#i062d6a79cfc64a2aa95cd7d348fea49e_187)] | | | [removed: [89](#ia9338b81fc424d2881cdfcbdc7377eb8_181)] [added: [89](#i062d6a79cfc64a2aa95cd7d348fea49e_187)] | | |

| Item 11 | | | [Executive [removed: Compensation](#ia9338b81fc424d2881cdfcbdc7377eb8_184)] [added: Compensation](#i062d6a79cfc64a2aa95cd7d348fea49e_190)] | | | [removed: [89](#ia9338b81fc424d2881cdfcbdc7377eb8_184)] [added: [89](#i062d6a79cfc64a2aa95cd7d348fea49e_190)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ia9338b81fc424d2881cdfcbdc7377eb8_187)] [added: Matters](#i062d6a79cfc64a2aa95cd7d348fea49e_193)] | | | [removed: [89](#ia9338b81fc424d2881cdfcbdc7377eb8_187)] [added: [89](#i062d6a79cfc64a2aa95cd7d348fea49e_193)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ia9338b81fc424d2881cdfcbdc7377eb8_190)] [added: Independence](#i062d6a79cfc64a2aa95cd7d348fea49e_196)] | | | [removed: [89](#ia9338b81fc424d2881cdfcbdc7377eb8_190)] [added: [89](#i062d6a79cfc64a2aa95cd7d348fea49e_196)] | | |

| Item 14 | | | [Principal Accountant Fees and [removed: Services](#ia9338b81fc424d2881cdfcbdc7377eb8_193)] [added: Services](#i062d6a79cfc64a2aa95cd7d348fea49e_199)] | | | [removed: [89](#ia9338b81fc424d2881cdfcbdc7377eb8_193)] [added: [89](#i062d6a79cfc64a2aa95cd7d348fea49e_199)] | | |

| Item 15 | | | [Exhibits and Financial Statement [removed: Schedules](#ia9338b81fc424d2881cdfcbdc7377eb8_199)] [added: Schedules](#i062d6a79cfc64a2aa95cd7d348fea49e_205)] | | | [removed: [90](#ia9338b81fc424d2881cdfcbdc7377eb8_199)] [added: [90](#i062d6a79cfc64a2aa95cd7d348fea49e_205)] | | |

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

- declines in construction or industrial activity, which [removed: could] [added: can] adversely impact our revenues and, because many of our costs are fixed, our profitability;

- inability to benefit from government spending, including spending associated with infrastructure [removed: projects;][added: projects, or a reduction in government spending;]

- our significant indebtedness (which totaled [removed: $11.4] [added: $11.5] billion at December 31, [removed: 2022)] [added: 2023)] requires us to use a substantial [removed: portion] [added: amount] 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 [added: or credit] markets or increases in interest rates, or at all;

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

- fluctuations in the price of our common stock and inability to complete stock repurchases [added: or pay dividends] in the time [removed: frame] [added: frames] and/or on the terms anticipated;

- risks related to security breaches, cybersecurity attacks, failure to protect personal information, compliance with [added: privacy,] data protection [added: and cyber incident reporting] laws and [added: regulations, and] other significant disruptions in our information technology systems;

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

- incurrence of [removed: additional] expenses (including indemnification obligations) and other costs in connection with litigation, regulatory and investigatory matters;

- the outcome or other potential consequences of regulatory [added: and investigatory] matters and [removed: commercial] litigation;

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

- the effect of changes in tax [removed: law.][added: law; and]

We make no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is [removed: made.][added: made, except as required by law.]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| Item 1C | | | [Cybersecurity](#i062d6a79cfc64a2aa95cd7d348fea49e_1654) | | | [23](#i062d6a79cfc64a2aa95cd7d348fea49e_1654) | | |

- other factors described in this annual report on Form 10-K and in our other filings with the Securities and Exchange Commission.

Any forward-looking statement speaks only as of the date such statement was made.

We have a cross-departmental approach to addressing cybersecurity risk, including input from employees and our Board of Directors (the "Board").

The Board, Audit Committee, senior management and the Enterprise Risk Management Council (a taskforce comprised of senior representatives from primary corporate functions as well as senior representatives from field operations) devote significant resources to cybersecurity and risk management processes to adapt to the changing cybersecurity landscape and respond to emerging threats in a timely and effective manner.

Our cybersecurity risk management program leverages the National Institute of Standards and Technology (NIST) framework, which organizes cybersecurity risks into five categories: identify, protect, detect, respond and recover.

We regularly assess the threat landscape and take a holistic view of cybersecurity risks, with a layered cybersecurity strategy based on prevention, detection and mitigation.

Our information technology (IT) security team reviews enterprise risk management-level cybersecurity risks annually, and key cybersecurity risks are incorporated into the Enterprise Risk Management Council’s framework.

In addition, we have a set of Company-wide policies and procedures concerning cybersecurity matters, which include an IT security manual as well as other policies that directly or indirectly relate to cybersecurity, such as policies related to encryption standards, antivirus protection, remote access, multifactor authentication, confidential information and the use of the internet, social media, email and wireless devices.

These policies go through an internal review process and are approved by appropriate members of management.

The Company’s Chief Information Officer is responsible for developing and implementing our information security program and reporting on cybersecurity matters to the Board.

Our Chief Information Officer has over a decade of experience leading cyber security oversight, and others on our IT security team have cybersecurity experience or certifications, such as the Certified Information Systems Security Professional certification.

We view cybersecurity as a shared responsibility, and we periodically perform simulations and tabletop exercises at a management level and incorporate external resources and advisors as needed.

All employees are required to complete cybersecurity trainings at least once every three years and have access to more frequent cybersecurity trainings through online trainings.

We also require employees in certain roles to complete additional role-based, specialized cybersecurity trainings.

We have continued to expand investments in IT security, including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting, and engaging experts.

We regularly test defenses by performing simulations and drills at both a technical level (including through penetration tests) and by reviewing our operational policies and procedures with third-party experts.

At the management level, our IT security team regularly monitors alerts and meets to discuss threat levels, trends and remediation.

The team also prepares a monthly cyber scorecard, regularly collects data on cybersecurity threats and risk areas and conducts an annual risk assessment.

Further, we conduct periodic external penetration tests, red team testing and maturity testing to assess our processes and procedures and the threat landscape.

These tests and assessments are useful tools for maintaining a robust cybersecurity program to protect our investors, customers, employees, vendors, and intellectual property.

In addition to assessing our own cybersecurity preparedness, we also consider and evaluate cybersecurity risks associated with use of third-party service providers.

Our Internal Audit team conducts an annual review of third-party hosted applications with a specific focus on any sensitive data shared with third parties.

The internal business owners of the hosted applications are required to document user access reviews at least annually and provide from the vendor a System and Organization Controls (SOC) 1 or SOC 2 report.

If a third-party vendor is not able to provide a SOC 1 or SOC 2 report, we take additional steps to assess their cybersecurity preparedness and assess our relationship on that basis.

Our assessment of risks associated with use of third-party providers is part of our overall cybersecurity risk management framework.

The Audit Committee and the full Board actively participate in discussions with management and amongst themselves regarding cybersecurity risks.

The Audit Committee performs an annual review of the Company’s cybersecurity program, which includes discussion of management’s actions to identify and detect threats, as well as planned actions in the event of a response or recovery situation.

The Audit Committee’s annual review also includes review of recent enhancements to the Company’s defenses and management’s progress on its cybersecurity strategic roadmap.

In addition, the Board receives quarterly cybersecurity reports, which include a review of key performance indicators, test results and related remediation, and recent threats and how the Company is managing those threats.

Further, at least annually, the Board receives updates on the Company’s Crisis Management Plan, which covers, among other things, potential cybersecurity incidents, data privacy and its compliance programs.

To aid the Board with its cybersecurity and data privacy oversight responsibilities, the Board periodically hosts experts for presentations on these topics.

For example, in 2022, the Board hosted an expert to discuss developments in the cybersecurity threat landscape and speakers who discussed digital, technology and innovation trends across industries.

We face a number of cybersecurity risks in connection with our business.

Although such risks have not materially affected us, including our business strategy, results of operations or financial condition, to date, we have, from time to time, experienced threats to and breaches of our data and systems, including malware and computer virus attacks.

For more

information about the cybersecurity risks we face, see the risk factor entitled “Disruptions in our information technology systems or a compromise of security with respect to our systems could adversely affect our operating results by limiting our ability to effectively monitor and control our operations, adjust to changing market conditions, implement strategic initiatives or support our online ordering system” in Item 1A- Risk Factors.

As of January 1, [removed: 2023,] [added: 2024,] we operated [removed: 1,521] [added: 1,584] rental locations.

[removed: 1,316] [added: 1,357] of these locations are in the United States, [removed: 146] [added: 147] are in Canada, [removed: 13] [added: 38] are in Europe and [removed: 46] [added: 42] are in our Asia-Pacific network (which is comprised of our locations in Australia and New Zealand).

| ● | | | Alabama (GR [removed: 29,] [added: 30,] S 9) | | | ● | | | Maine (GR 4) | | | ● | | | Oklahoma (GR 27, S [removed: 6)] [added: 8)] | | |

| ● | | | Alaska (GR 2) | | | ● | | | Maryland (GR [removed: 17,] [added: 16,] S 8) | | | ● | | | Oregon (GR [removed: 13,] [added: 12,] S 6) | | |

| ● | | | Arizona (GR [removed: 20,] [added: 19,] S 9) | | | ● | | | Massachusetts (GR 17, S 5) | | | ● | | | Pennsylvania (GR [removed: 21,] [added: 23,] S [removed: 7)] [added: 8)] | | |

| ● | | | Arkansas (GR 13, S [removed: 2)] [added: 3)] | | | ● | | | Michigan (GR [removed: 10,] [added: 11,] S [removed: 6)] [added: 7)] | | | ● | | | Puerto Rico (GR 2) | | |

| ● | | | California (GR [removed: 96,] [added: 94,] S [removed: 40)] [added: 41)] | | | ● | | | Minnesota (GR 12, S [removed: 4)] [added: 5)] | | | ● | | | Rhode Island (GR 2) | | |

| ● | | | Colorado (GR [removed: 19,] [added: 18,] S [removed: 6)] [added: 5)] | | | ● | | | Mississippi (GR [removed: 15,] [added: 14,] S 1) | | | ● | | | South Carolina (GR [removed: 29,] [added: 27,] S 10) | | |

| ● | | | Connecticut (GR 7, S 3) | | | ● | | | Missouri (GR [removed: 20,] [added: 23,] S [removed: 8)] [added: 7)] | | | ● | | | South Dakota (GR 2) | | |

| ● | | | Delaware (GR [removed: 2)] [added: 3)] | | | ● | | | Montana (GR [removed: 1)] [added: 2)] | | | ● | | | Tennessee (GR [removed: 27,] [added: 31,] S [removed: 12)] [added: 13)] | | |

| ● | | | Florida (GR [removed: 58,] [added: 55,] S [removed: 33)] [added: 34)] | | | ● | | | Nebraska (GR [removed: 3,] [added: 5,] S 1) | | | ● | | | Texas (GR [removed: 136,] [added: 126,] S [removed: 41)] [added: 47)] | | |

| ● | | | Georgia (GR [removed: 40,] [added: 39,] S [removed: 11)] [added: 13)] | | | ● | | | Nevada (GR [removed: 18,] [added: 17,] S [removed: 7)] [added: 6)] | | | ● | | | Utah (GR [removed: 9,] [added: 10,] S 5) | | |

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

| ● | | | Illinois (GR [removed: 20,] [added: 18,] S 10) | | | ● | | | New Jersey (GR [removed: 13,] [added: 14,] S 10) | | | ● | | | Virginia (GR 27, S [removed: 9)] [added: 14)] | | |

| ● | | | Indiana (GR [removed: 8,] [added: 10,] S [removed: 4)] [added: 5)] | | | ● | | | New Mexico (GR [removed: 9,] [added: 10,] S [removed: 1)] [added: 3)] | | | ● | | | Washington (GR [removed: 25,] [added: 26,] S [removed: 9)] [added: 10)] | | |

| ● | | | Iowa (GR 11, S [removed: 3)] [added: 4)] | | | ● | | | New York (GR [removed: 22,] [added: 25,] S 5) | | | ● | | | West Virginia (GR [removed: 6,] [added: 8,] S 3) | | |

| ● | | | Kansas (GR [removed: 17,] [added: 16,] S [removed: 3)] [added: 5)] | | | ● | | | North Carolina (GR [removed: 30,] [added: 34,] S [removed: 12)] [added: 14)] | | | ● | | | Wisconsin (GR [removed: 10,] [added: 11,] S 6) | | |

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

| ● | | | Louisiana (GR [removed: 40,] [added: 43,] S 15) | | | ● | | | Ohio (GR [removed: 20,] [added: 24,] S [removed: 14)] [added: 16)] | | | | | | | | |

| ● | | | Alberta (GR [removed: 26,] [added: 25,] S 11) | | | ● | | | Belgium (S [removed: 1)] [added: 7)] | | | ● | | | Australia (S [removed: 27)] [added: 23)] | | |

| ● | | | British Columbia (GR [removed: 23,] [added: 24,] S 5) | | | ● | | | France (S [removed: 5)] [added: 6)] | | | ● | | | New Zealand (S 19) | | |

| ● | | | Manitoba (GR 5) | | | ● | | | Germany (S [removed: 4)] [added: 7)] | | | | | | | | |

| ● | | | New Brunswick (GR [removed: 6,] [added: 5,] S 1) | | | ● | | | Netherlands (S [removed: 1)] [added: 15)] | | | | | | | | |

| ● | | | Newfoundland (GR 5) | | | ● | | | United Kingdom (S [removed: 2)] [added: 3)] | | | | | | | | |

| ● | | | Ontario (GR 30, S [removed: 7)] [added: 8)] | | | | | | | | | | | | | | |

| ● | | | Quebec (GR [removed: 8,] [added: 9,] S 4) | | | | | | | | | | | | | | |

We own [removed: 123] [added: 131] of our branch locations and lease the other branch locations.

We have a fleet of approximately [removed: 15,800] [added: 16,400] vehicles.

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

Additionally, we maintain other corporate facilities, including in Shelton, Connecticut, where we occupy approximately 12,000 square feet under a lease that expires in 2025, and in Scottsdale, Arizona, where we occupy approximately 20,000 square feet under a lease that expires in [removed: 2023.][added: 2029.]

Holdings’ common stock trades on the New York Stock Exchange under the symbol “URI.” As of January 1, [removed: 2023,] [added: 2024,] there were [removed: 63] [added: 65] 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: 2022:][added: 2023:]

[removed: (1)All shares purchased] [added: (1)In October 2023, November 2023 and December 2023, 30,407, 618 and 1,687 shares, respectively,] were withheld by Holdings to satisfy tax withholding obligations upon the vesting of restricted stock unit awards.

| October 1, 2023 to October 31, 2023 | | | 239,659 | | | (1) | | | $ | 425.60 | | | | | 209,252 | | | | | | | | |

| November 1, 2023 to November 30, 2023 | | | 93,261 | | | (1) | | | $ | 455.84 | | | | | 92,643 | | | | | | | | |

| December 1, 2023 to December 31, 2023 | | | 216,983 | | | (1) | | | $ | 554.06 | | | | | 215,296 | | | | | | | | |

| Total | | | 549,903 | | | | | | $ | 481.42 | | | | | $ | 517,191 | | | | | $ | 250,000,148 | |

We expect to complete the program in the first quarter of 2024.

On January 24, 2024, our Board of Directors authorized a new $1.5 billion share repurchase program.

We plan to begin repurchases under the new program following the planned completion of the existing $1.25 billion share repurchase program in the first quarter of 2024, and intend to purchase $1.25 billion under the new program in 2024 and then complete the program by the end of the first quarter of 2025.

The amount in the table above reflects the remaining authorization as of December 31, 2023 under the current $1.25 billion share repurchase program.

| 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 | |

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.

We have omitted discussions comparing [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] results, as such disclosures were included in our Annual Report on Form 10-K for the year ended December 31, [removed: 2021.][added: 2022.]

Global Economic [removed: Conditions and COVID-19][added: Conditions]

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

Additionally, the weighted average interest rates on our variable debt instruments were [removed: 3.3] [added: 6.3] percent in [removed: 2022] [added: 2023] and [removed: 1.4] [added: 3.3] percent in [removed: 2021.][added: 2022.]

The impact of inflation and increased interest rates may [added: continue to] be significant in the future.

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 [removed: impact.][added: impact on our business.]

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

We are the largest equipment rental company in the world, with an integrated network of [removed: 1,521] [added: 1,584] rental locations.

These include a fleet of rental equipment with a total original equipment cost (“OEC”) of [removed: $19.6] [added: $20.7] 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: 4,600] [added: 4,800] 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: 2022,] [added: 2023,] equipment rental revenues represented [removed: 87] [added: 84] percent of our total revenues.

We believe that the expansion of our specialty business, as exhibited by our acquisition of General Finance Corporation (“General [removed: Finance”), which is discussed] [added: Finance”)] in [removed: note 4 to the consolidated financial statements,] [added: May 2021,] 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

For the full year [removed: 2022:][added: 2023:]

- Equipment rentals increased [removed: 23.3] [added: 19.3] percent year-over-year, including the impact of the [removed: General Finance acquisition that was completed in May 2021 and the] Ahern Rentals acquisition that was completed in December 2022, [removed: both of] which [removed: are] [added: is] discussed in note 4 to the consolidated financial [removed: statements;][added: statements.]

- Average OEC increased [removed: 13.6] [added: 21.9] percent year-over-year, including the impact of the [removed: General Finance and] Ahern Rentals [removed: acquisitions;][added: acquisitions.]

[removed: - Fleet productivity] [added: Specialty rentals] increased [removed: 9.4 percent,] [added: 17.7 percent as compared to 2022,] primarily due to [removed: broad-based strength of] [added: strong] demand across our [removed: end-markets;] [added: end-markets] and [added: increased average OEC.]

- [removed: 68] [added: 67] percent of equipment rental revenue was derived from key [removed: accounts, as compared to 72 percent in 2021.][added: accounts.]

In [removed: 2022,] [added: 2023,] we took the following actions to improve our financial flexibility and liquidity, and to position us to invest the necessary capital in our business (see note 12 to the consolidated financial statements for further discussion of our debt instruments):

- Amended [removed: and extended] our accounts receivable securitization facility, [removed: including an] [added: primarily to] increase [removed: in] the size of the facility from [removed: $900 to] $1.1 [added: billion to $1.3] billion.

The facility expires in June 2024 and may be extended on a 364-day basis by mutual agreement with the purchasers under the facility; [added: and]

- [removed: Entered into an] [added: Amended and extended our] uncommitted repurchase [removed: facility] [added: facility,] pursuant to which we may obtain short-term financing in an amount up to [removed: $100; and][added: $100.]

[removed: - Issued] [added: In the fourth quarter of 2022, we issued] $1.5 billion principal amount of 6 percent Senior Secured Notes due 2029.

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

As of December 31, [removed: 2022,] [added: 2023,] we had available liquidity of [removed: $2.896] [added: $3.330] billion, comprised of cash and cash equivalents, and availability under the ABL and accounts receivable securitization facilities.

[removed: No repurchases were made as of December 31, 2022 under this program, which] [added: This program] was paused through the initial phase of the integration of the Ahern Rentals [removed: acquisition.][added: acquisition, and repurchases began in the first quarter of 2023.]

We [removed: expect to resume repurchases] [added: repurchased $1.00 billion] under the program in [removed: the first quarter of 2023,] [added: 2023] and [added: expect] to [removed: repurchase $1.0 billion of common stock under] [added: complete] the program in [removed: 2023.][added: the first quarter of 2024.]

[removed: As discussed in note 19 to the consolidated financial statements, our] [added: Our] Board of Directors also approved [removed: a] [added: our first-ever] quarterly dividend program in January 2023, and the first [removed: such] dividend under the program [removed: is payable] [added: was paid] in February 2023.

Net income and diluted earnings per share for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] are presented below.

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net income | | | $ | [removed: 2,105] [added: 2,424] | | | | | $ | [removed: 1,386] [added: 2,105] | | | | | $ | [removed: 890] [added: 1,386] | |

| Diluted earnings per share | | | $ | [removed: 29.65] [added: 35.28] | | | | | $ | [removed: 19.04] [added: 29.65] | | | | | $ | [removed: 12.20] [added: 19.04] | |

Net income and diluted earnings per share for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] include the after-tax impacts of the items below.

| | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | |

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

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

| Merger related intangible asset amortization (2) | | | [removed: (126)] [added: (160)] | | | | | | [removed: (1.79)] [added: (2.33)] | | | | | | [removed: (143)] [added: (126)] | | | | | | [removed: (1.98)] [added: (1.79)] | | | | | | [removed: (163)] [added: (143)] | | | | | | [removed: (2.22)] [added: (1.98)] | | |

| Impact on depreciation related to acquired fleet and property and equipment (3) | | | [removed: (40)] [added: (113)] | | | | | | [removed: (0.56)] [added: (1.65)] | | | | | | [removed: (12)] [added: (40)] | | | | | | [removed: (0.16)] [added: (0.56)] | | | | | | [removed: (6)] [added: (12)] | | | | | | [removed: (0.08)] [added: (0.16)] | | |

| Impact of the fair value mark-up of acquired fleet (4) | | | [removed: (20)] [added: (81)] | | | | | | [removed: (0.29)] [added: (1.17)] | | | | | | [removed: (28)] [added: (20)] | | | | | | [removed: (0.38)] [added: (0.29)] | | | | | | [removed: (37)] [added: (28)] | | | | | | [removed: (0.51)] [added: (0.38)] | | |

| Restructuring charge (5) | | | [removed: —] [added: (21)] | | | | | | [removed: —] [added: (0.31)] | | | | | | [removed: (1)] [added: —] | | | | | | [removed: (0.02)] [added: —] | | | | | | [removed: (13)] [added: (1)] | | | | | | [removed: (0.18)] [added: (0.02)] | | |

| Asset impairment charge (6) | | | [removed: (2)] [added: —] | | | | | | [removed: (0.03)] [added: —] | | | | | | [removed: (10)] [added: (2)] | | | | | | [removed: (0.14)] [added: (0.03)] | | | | | | [removed: (27)] [added: (10)] | | | | | | [removed: (0.37)] [added: (0.14)] | | |

We also continue to monitor any developments relating to the coronavirus (“COVID-19”).

The COVID-19 impact on our business was most pronounced in 2020, and activity across our end-markets began to recover in 2021.

On the pro forma basis, average OEC increased 10.4 percent year-over-year;

- Fleet productivity decreased 0.7 percent.

On the pro forma basis, fleet productivity increased 2.8 percent; and

The facility expires in June 2024 and may be further extended by the mutual consent of the parties to the repurchase facility agreement.

On January 24, 2024, our Board of Directors authorized a new $1.5 billion share repurchase program.

We plan to begin repurchases under the new program following the planned completion of the existing $1.25 billion share repurchase program in the first quarter of 2024, and intend to purchase $1.25 billion under the new program in 2024 and then complete the program by the end of the first quarter of 2025.

A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances)

of common stock.

The repurchases above, as well as the total program sizes, do not include the excise tax, which totaled $8 in 2023.

We did not pay any dividends prior to 2023, and in 2023, we paid dividends totaling $406 ($5.92 per share, which equates to a quarterly dividend per share of $1.48).

On January 24, 2024, our Board of Directors declared a quarterly dividend of $1.63 per share, payable on February 28, 2024 to stockholders of record on February 14, 2024.

The increase in 2023 primarily reflects the impact of the Ahern Rentals acquisition.

The increase in 2023 primarily reflects the impact of the Ahern Rentals acquisition.

The increase in 2023 primarily reflects the impact of the Ahern Rentals acquisition.

The increase in 2023 reflects charges associated with a restructuring program initiated following the closing of the Ahern Rentals acquisition.

See below for further detail on each adjusting item.

| Net income | | | $ | 2,424 | | | | | $ | 2,105 | | | | | $ | 1,386 | |

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |

| EBITDA | | | 6,627 | | | | | | 5,464 | | | | | | 4,253 | | |

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

| Restructuring charge (2) | | | 28 | | | | | | — | | | | | | 2 | | |

| Stock compensation expense, net (3) | | | 94 | | | | | | 127 | | | | | | 119 | | |

| Impact of the fair value mark-up of acquired fleet (4) | | | 108 | | | | | | 27 | | | | | | 37 | | |

| Adjusted EBITDA | | | $ | 6,857 | | | | | $ | 5,618 | | | | | $ | 4,414 | |

(1)This reflects transaction costs associated with the General Finance acquisition that was completed in May 2021.

For additional information on the restructuring charges, which generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition, see "Results of Operations-Other costs/(income)-restructuring charges" below.

The increase in 2023 reflects charges associated with a restructuring program initiated following the closing of the Ahern Rentals acquisition.

As of December 31, 2023, there were no open restructuring programs.

The increase in 2023 primarily reflects the impact of the Ahern Rentals acquisition.

Depreciation and repairs and maintenance expenses for the rental equipment acquired in the Ahern Rentals acquisition were higher than for our other rental equipment, which negatively impacted equipment rentals gross margin year-over-year.

In addition to the impact of the Ahern Rentals acquisition, the decreased gross margin from sales of rental equipment reflects the normalization of the used equipment market and the expanded use of wholesale channels.

Excluding the impact of these losses, interest expense, net for the year ended December 31, 2023 increased by

48.4 percent year-over-year primarily due to increased average debt, including the debt issued to partially fund the Ahern Rentals acquisition, and higher interest rates (the weighted average interest rates on our variable debt instruments were 6.3 percent in 2023 and 3.3 percent in 2022).

The decreased gross margin from equipment rentals (excluding depreciation and stock compensation expense) primarily reflects the impact of the Ahern Rentals acquisition (in particular, repairs and maintenance expense for the rental equipment acquired in the Ahern Rentals acquisition was higher than for our other rental equipment, which negatively impacted equipment rentals gross margin year-over-year).

The decreased gross margin from sales of rental equipment (excluding the adjustment for the impact of the fair value mark-up of acquired fleet) primarily reflects the normalization of the used equipment market, the expanded use of wholesale channels, and the impact of the Ahern Rentals acquisition.

The favorable margin impact of SG&A expense reflects better fixed cost absorption on higher revenue.

| | | | 2023 | | | | | | 2022 | | | | | | 2021 | | | | | | 2023 | | | | | | 2022 | | |

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

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.

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

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

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

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

Uncertainty remains regarding the potential impact of existing and emerging variant strains of COVID-19 on the operations and financial position of United Rentals, and on the global 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.

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.

See "Item 1.

In 2023, based on our analyses of industry forecasts and macroeconomic indicators, we expect that North American industry equipment rental revenue will increase approximately 4 percent.

Business- Industry Overview and Economic Outlook" for a discussion of our end-markets.

- Redeemed $500 principal amount of our 5 1/2 percent Senior Notes due 2027;

- 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;

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.

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

The 2020 charges primarily reflect the discontinuation of certain equipment programs, and were not related to COVID-19.

Gross margin from sales of rental equipment increased year-over-year primarily due to strong pricing and improved channel mix.

The increase in the adjusted EBITDA margin primarily reflects higher margins from equipment rentals (excluding depreciation) and sales of rental equipment, reduced SG&A expense as a percentage of revenue and an increase in the proportion of revenue from higher margin (excluding depreciation) equipment rentals.

Gross margin from equipment rentals (excluding depreciation) increased 90 basis points primarily due to better fixed cost absorption on higher revenue.

SG&A expense also benefited from better fixed cost absorption.

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

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

In March 2020, we first experienced rental volume declines, in response to shelter-in-place orders and other market restrictions,

associated with COVID-19, and the COVID-19 impact was most pronounced in 2020.

Disciplined management of capital expenditures and fleet capacity is a component of our COVID-19 response plan, which contributed to rental capital expenditures in 2020 that were significantly below historic levels.

While capital expenditures were significantly reduced in 2020 due to COVID-19, capital expenditures in 2021 and 2022 exceeded historic (pre-COVID-19) levels, which contributed to the increased average OEC.

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 primarily due to strong pricing and improved channel mix.

information.

We conducted the goodwill impairment test as of October 1, 2021 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).

liabilities) and operating metrics (e.g., revenue and EBITDA) of companies engaged in the same or similar line of business.

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

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

The 2020 charges principally related to the discontinuation of certain equipment programs, and were not related to COVID-19.

In the fourth quarter of 2020, we identified cash in our foreign operations in excess of near-term working capital needs, and determined that such cash could no longer be considered indefinitely reinvested.

As a result, our prior assertion that all undistributed earnings of our foreign subsidiaries should be considered indefinitely reinvested changed.

| Equipment rentals | | | $ | 5,472 | | | | | $ | 1,668 | | | | | $ | 7,140 | |

We have audited the accompanying consolidated balance sheets of United Rentals, Inc. (the [removed: “Company”)] [added: Company)] as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and [removed: 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated January [removed: 25,] [added: 24,] 2023 expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At December 31, [removed: 2022,] [added: 2023,] the Company’s goodwill was [removed: $6.0] [added: $5.9] billion. As discussed in Note 2 to the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level. [added: Also as described in Note 2, the Company determined that the fair value of its Mobile Storage reporting unit exceeded its carrying value by eight percent.] Auditing management’s annual goodwill impairment test [added: for the Mobile Storage reporting unit] was complex and [removed: highly] judgmental due to the significant estimations required to determine the fair value of the reporting [removed: units.] [added: unit.] In particular, the fair value estimates were sensitive to significant assumptions, including the discount [removed: rates,] [added: rate and] revenue growth rates, [removed: and Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) margin, all of] which are affected by expectations about future operational, rental industry market or economic conditions. | | |

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

[removed: January 25, 2023][added: | 2023 | | | | | | | | | | | | | | | | | |]

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [removed: 106] [added: 363] | | | | | $ | [removed: 144] [added: 106] | |

| Accounts receivable, net | | | [removed: 2,004] [added: 2,230] | | | | | | [removed: 1,677] [added: 2,004] | | |

| Inventory | | | [removed: 232] [added: 205] | | | | | | [removed: 164] [added: 232] | | |

| Prepaid expenses and other assets | | | [removed: 381] [added: 135] | | | | | | [removed: 166] [added: 381] | | |

| Total current assets | | | [removed: 2,723] [added: 2,933] | | | | | | [removed: 2,151] [added: 2,723] | | |

| Rental equipment, net | | | [removed: 13,277] [added: 14,001] | | | | | | [removed: 10,560] [added: 13,277] | | |

| Property and equipment, net | | | [removed: 839] [added: 903] | | | | | | [removed: 612] [added: 839] | | |

| Goodwill | | | [removed: 6,026] [added: 5,940] | | | | | | [removed: 5,528] [added: 6,026] | | |

| Other intangible assets, net | | | [removed: 452] [added: 670] | | | | | | [removed: 615] [added: 452] | | |

| Operating lease right-of-use assets | | | [removed: 819] [added: 1,099] | | | | | | [removed: 784] [added: 819] | | |

| Other long-term assets | | | [removed: 47] [added: 43] | | | | | | [removed: 42] [added: 47] | | |

| Total assets | | | $ | [removed: 24,183] [added: 25,589] | | | | | $ | [removed: 20,292] [added: 24,183] | |

| Short-term debt and current maturities of long-term debt | | | $ | [removed: 161] [added: 1,465] | | | | | $ | [removed: 906] [added: 161] | |

| Accounts payable | | | [removed: 1,139] [added: 905] | | | | | | [removed: 816] [added: 1,139] | | |

| Accrued expenses and other liabilities | | | [removed: 1,145] [added: 1,267] | | | | | | [removed: 881] [added: 1,145] | | |

| Total current liabilities | | | [removed: 2,445] [added: 3,637] | | | | | | [removed: 2,603] [added: 2,445] | | |

| Long-term debt | | | [removed: 11,209] [added: 10,053] | | | | | | [removed: 8,779] [added: 11,209] | | |

| Deferred taxes | | | [removed: 2,671] [added: 2,701] | | | | | | [removed: 2,154] [added: 2,671] | | |

| Operating lease liabilities | | | [removed: 642] [added: 895] | | | | | | [removed: 621] [added: 642] | | |

| Other long-term liabilities | | | [removed: 154] [added: 173] | | | | | | [removed: 144] [added: 154] | | |

| Total liabilities | | | [removed: 17,121] [added: 17,459] | | | | | | [removed: 14,301] [added: 17,121] | | |

| Common stock—$0.01 par value, 500,000,000 shares authorized, [removed: 114,758,508] [added: 115,010,396] and [removed: 69,356,981] [added: 67,269,577] shares issued and outstanding, respectively, at December 31, [removed: 2022] [added: 2023] and [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] | | | 1 | | | | | | 1 | | |

| Additional paid-in capital | | | [removed: 2,626] [added: 2,650] | | | | | | [removed: 2,567] [added: 2,626] | | |

| Retained earnings | | | [removed: 9,656] [added: 11,672] | | | | | | [removed: 7,551] [added: 9,656] | | |

| Treasury stock at [removed: cost—45,401,527] [added: cost—47,740,819] and [removed: 42,013,509] [added: 45,401,527] shares at December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] respectively | | | [removed: (4,957)] [added: (5,965)] | | | | | | [removed: (3,957)] [added: (4,957)] | | |

| Accumulated other comprehensive loss | | | [removed: (264)] [added: (228)] | | | | | | [removed: (171)] [added: (264)] | | |

| Total stockholders’ equity | | | [removed: 7,062] [added: 8,130] | | | | | | [removed: 5,991] [added: 7,062] | | |

| Total liabilities and stockholders’ equity | | | $ | [removed: 24,183] [added: 25,589] | | | | | $ | [removed: 20,292] [added: 24,183] | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Equipment rentals | | | $ | [removed: 10,116] [added: 12,064] | | | | | $ | [removed: 8,207] [added: 10,116] | | | | | $ | [removed: 7,140] [added: 8,207] | |

| Sales of rental equipment | | | [removed: 965] [added: 1,574] | | | | | | [removed: 968] [added: 965] | | | | | | [removed: 858] [added: 968] | | |

| Sales of new equipment | | | [removed: 154] [added: 218] | | | | | | [removed: 203] [added: 154] | | | | | | [removed: 247] [added: 203] | | |

| Contractor supplies sales | | | [removed: 126] [added: 146] | | | | | | [removed: 109] [added: 126] | | | | | | [removed: 98] [added: 109] | | |

January 24, 2024

| | | | 2023 | | | | | | 2022 | | |

| Dividends declared (3) | | | | | | | | | | | | | | | | | | | | | (408) | | | | | | | | | | | | | | | | | | | | |

| Fixed price diesel swaps | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1) | | |

| Balance at December 31, 2023 | | | 67 | | | | | | $ | 1 | | | | | $ | 2,650 | | | | | $ | 11,672 | | | | | 48 | | | | | | $ | (5,965) | | | | | $ | (228) | |

(1)Amounts may not foot due to rounding.

We declared dividends of $5.92 per share during the year ended December 31, 2023.

| Net income | | | $ | 2,424 | | | | | $ | 2,105 | | | | | $ | 1,386 | |

| Dividends paid | | | (406) | | | | | | — | | | | | | — | | |

Accounts payable as of December 31, 2023 includes $74 of amounts due but unpaid for purchases of rental equipment.

The net impact of accrued purchases of rental equipment was not material for the years ended December 31, 2022 and 2021.

amount by eight percent.

New Accounting Pronouncements

*Improvements to Reportable Segment Disclosures.* In November 2023, the FASB issued ASU 2023-07, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments in the ASU require, among other things, disclosure of significant segment expenses that are regularly provided to an entity's chief operating decision maker (“CODM”) and a description of other segment items (the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss) by reportable segment, as well as disclosure of the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Annual disclosures are required for fiscal years beginning after December 15, 2023 and interim disclosures are required for periods within fiscal years beginning after December 15, 2024.

Retrospective application is required, and early adoption is permitted.

These requirements are not expected to have an impact on our financial statements, but will result in significantly expanded reportable segment disclosures.

*Improvements to Income Tax Disclosures.* In December 2023, the FASB issued ASU 2023-09, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, may be applied prospectively or retrospectively, and allows for early adoption.

These requirements are not expected to have an impact on our financial statements, but will impact our income tax disclosures.

Accounting Guidance Adopted in 2023

*Reference Rate Reform*.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates.

This guidance generally allows for contract modifications solely related to the replacement of the reference rate to be accounted for as a continuation of the existing contract instead of as an extinguishment of the contract, without triggering certain accounting impacts that could be required associated with an extinguishment of the contract.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, to expand the scope of this guidance to include derivatives.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, which extends the period of time entities can utilize the reference rate reform relief guidance under ASU 2020-04 from December 31, 2022, to December 31, 2024.

Prior to the amendment, interest on the term loan facility reflected LIBOR plus a margin (or an alternative base rate plus a margin).

We applied the above guidance when accounting for the term loan facility amendment, and adoption of this guidance did not have a material impact on our financial statements.

As of December 31, 2023, we have no debt instruments that use LIBOR as a reference rate, and this guidance is not expected to have a material impact on our financial statements in the future.

of 28 days.

During the year ended December 31, 2023, we recognized measurement period adjustments primarily to establish the fair values for intangible assets and lease assets and liabilities.

These adjustments resulted in a substantial reduction to goodwill versus the previously reported amount (see note 9 to the consolidated financial statements for further discussion of goodwill changes).

Non-rental depreciation and amortization for the year ended December 31, 2023 includes $7 of intangible asset amortization that would have been recognized in 2022 if the intangible asset values had been established as of December 31, 2022.

| Intangible assets (1) | | | 428 | | |

| Accounts payable, accrued expenses and other liabilities | | | (24) | | |

| Debt (finance leases) | | | (38) | | |

| Goodwill (2) | | | 162 | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | |

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

| Balance at January 1, 2020 | | | 74 | | | | | | $ | 1 | | | | | $ | 2,440 | | | | | $ | 5,275 | | | | | 39 | | | | | | $ | (3,700) | | | | | $ | (186) | |

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

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.

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

Uncertainty remains regarding the potential impact of existing and emerging variant strains of COVID-19 on the operations and financial position of United Rentals, and on the global 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.

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.

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.

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.

of the fair value of each reporting unit; and an assumption as to the form of the transaction in which the reporting unit would be acquired by a market participant (either a taxable or nontaxable transaction).

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

In the fourth quarter of 2020, we identified cash in our foreign operations in excess of near-term working capital needs, and determined that such cash could no longer be considered indefinitely reinvested.

As a result, our prior assertion that all undistributed earnings of our foreign subsidiaries should be considered indefinitely reinvested changed.

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

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

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

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

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

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

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: 2022.][added: 2023.]

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: 2022.][added: 2023.]

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 [added: 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: 2022.][added: 2023.]

Based on this assessment, our management has concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

We have audited United Rentals, Inc.’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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 [removed: “Company”)] [added: Company)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022 and 2021,] [added: 2023] and [added: 2022,] 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: 2022,] [added: 2023,] and the related notes and [added: financial statement] schedule [removed: of] [added: listed in] the [removed: Company] [added: Index at Item 15(a)] and our report dated January [removed: 25, 2023] [added: 24, 2024] expressed an unqualified opinion thereon.

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2022] [added: 2023] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

January 24, 2024

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

Insider Trading Arrangements

Certain of our officers or directors have made, and may from time to time make, elections to have shares withheld or sold back to Holdings to cover withholding taxes, which may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

Not applicable.

The information required by this Item is incorporated by reference to the applicable information in our Proxy Statement related to the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which is expected to be filed with the SEC on or before March [removed: 22, 2023] [added: 27, 2024] (the [removed: “2023] [added: “2024] Proxy Statement”).

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2023] [added: 2024] Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2023] [added: 2024] Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2023] [added: 2024] Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2023] [added: 2024] Proxy Statement.

United Rentals, Inc. Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

United Rentals, Inc. Consolidated Statements of Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

United Rentals, Inc. Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

United Rentals, Inc. Consolidated Statements of Stockholders' Equity for the years ended December [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

United Rentals, Inc. Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| 2 | | | (a) | | | [Agreement and Plan of Merger, dated [removed: as of June 30, 2018,] [added: April 15, 2021,] by and among [added: General Finance Corporation,] United [removed: Rentals,] [added: Rentals (North America),] Inc., [added: and] UR Merger Sub [removed: IV] [added: VI] Corporation [removed: and BakerCorp International Holdings, Inc.] (incorporated by reference to Exhibit 2.1 [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: July 2, 2018)](http://www.sec.gov/Archives/edgar/data/1047166/000119312518210449/d648486dex21.htm)] [added: April 15, 2021)](http://www.sec.gov/Archives/edgar/data/1047166/000110465921050987/tm2113073d1_ex2-1.htm)] | | |

| [removed: 2] [added: 10] | | | [removed: (b)] [added: (uuu)] | | | [removed: [Agreement and Plan] [added: [Form] of [removed: Merger,] [added: Tender and Support Agreement,] dated April 15, 2021, by and among [removed: General Finance Corporation,] United Rentals (North America), Inc., [removed: and] UR Merger Sub VI Corporation [added: and certain stockholders of General Finance Corporation] (incorporated by reference to Exhibit [removed: 2.1] [added: 10.1] to the Current Report on Form 8-K filed by United Rentals, Inc. on April [removed: 15, 2021)](http://www.sec.gov/Archives/edgar/data/1047166/000110465921050987/tm2113073d1_ex2-1.htm)] [added: 16, 2021)](http://www.sec.gov/Archives/edgar/data/1047166/000110465921050987/tm2113073d1_ex10-1.htm)] | | |

| 2 | | | [removed: (c)] [added: (b)] | | | [Asset Purchase Agreement, dated as of November 11, 2022, by and among United Rentals (North America), Inc., Ahern Rentals, Inc., and Xtreme Re-Rental, LLC (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on November 14, 2022)](http://www.sec.gov/Archives/edgar/data/1067701/000110465922117558/tm2230360d1_ex2-1.htm) | | |

| 3 | | | (a) | | | [removed: [Fifth Amended and] [added: [Sixth] Restated Certificate of Incorporation of United Rentals, Inc., dated May [removed: 7, 2020] [added: 4, 2023] (incorporated by reference to Exhibit 3.2 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on May [removed: 8, 2020)](http://www.sec.gov/Archives/edgar/data/1047166/000119312520137638/d890539dex32.htm)] [added: 4, 2023)](http://www.sec.gov/Archives/edgar/data/1067701/000095017023017888/uri-ex3_2.htm)] | | |

| 4 | | | (k)* | | | [Description of United Rentals’ Securities Registered Pursuant to Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex4k.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/1067701/000106770124000007/uri-2023123110kex4k.htm)] | | |

| 10 | | | [removed: (f)] [added: (qq)] | | | [removed: [United Rentals, Inc. 2019 Annual Incentive Compensation Plan] [added: [Form of Indemnification Agreement for Executive Officers and Directors] (incorporated by reference to Exhibit [removed: 10(h)] [added: 10(a)] of the United Rentals, Inc. Report on Form 10-Q for the quarter ended [removed: March 31, 2019)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770119000016/uri-3312019xex10h.htm)] [added: September 30, 2014)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770114000033/uri-9302014xex10a.htm)] | | |

| 10 | | | [removed: (l)*] [added: (l)] | | | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Non-Employee Directors, effective for grants beginning in May 2017, as [removed: amended‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10l.htm)] [added: amended (incorporated by reference to Exhibit 10(l) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2022)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10l.htm)] | | |

| 10 | | | [removed: (m)*] [added: (m)] | | | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Non-Employee Directors, effective for grants of awards beginning in May 2019, as [removed: amended‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10m.htm)] [added: amended (incorporated by reference to Exhibit 10(m) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2022)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10m.htm)] | | |

| 10 | | | [removed: (n)*] [added: (n)] | | | [Form of United Rentals, Inc. Performance-Based Restricted Stock Unit Agreement for Senior Management; effective for grants beginning in 2015, as [removed: amended‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10n.htm)] [added: amended (incorporated by reference to Exhibit 10(n) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2022)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10n.htm)] | | |

| 10 | | | [removed: (o)*] [added: (o)] | | | [Form of United Rentals, Inc. Performance-Based Restricted Stock Unit Agreement for Senior Management; effective for grants beginning in 2020, as [removed: amended‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10o.htm)] [added: amended (incorporated by reference to Exhibit 10(o) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2022)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10o.htm)] | | |

| 10 | | | [removed: (p)*] [added: (p)] | | | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Senior Management; effective for grants beginning in 2015 as [removed: amended‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10p.htm)] [added: amended (incorporated by reference to Exhibit 10(p) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2022)](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10p.htm)[‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10p.htm)] | | |

| 10 | | | [removed: (q)*] [added: (q)] | | | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Senior Management, effective for grants of awards beginning in May 2019, as [removed: amended‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10q.htm)] [added: amended (incorporated by reference to Exhibit 10(q) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2022)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10q.htm)] | | |

| 10 | | | [removed: (r)*] [added: (r)] | | | [Form of Restricted Stock Unit Agreement for Michael Kneeland, dated March 11, 2019, as [removed: amended‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10r.htm)] [added: amended (incorporated by reference to Exhibit 10(r) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2022)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10r.htm)] | | |

| 10 | | | [removed: (s)*] [added: (s)] | | | [Form of Restricted Stock Unit Agreement (Performance Based) for Michael Kneeland, dated March 11, 2019, as [removed: amended‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10s.htm)] [added: amended (incorporated by reference to Exhibit 10(s) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2022)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10s.htm)] | | |

| 10 | | | (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 [removed: 22, 2023] [added: 27, 2024] | | |

| 10 | | | [removed: (u)*] [added: (z)*] | | | [Form of Restricted Stock Unit Agreement (Performance Based) for Senior Management; effective for grants beginning in [removed: 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)] [added: 2024‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770124000007/uri-2023123110kex10z.htm)] | | |

| 10 | | | [removed: (v)*] [added: (y)*] | | | [Form of Restricted Stock Unit Agreement for Senior Management; effective for grants beginning in [removed: 2021, as amended‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10v.htm)] [added: 2024‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770124000007/uri-2023123110kex10y.htm)] | | |

| 10 | | | [removed: (w)*] [added: (w)] | | | [Form of Restricted Stock Unit Agreement (Performance Based) for Senior Management; effective for grants beginning in [removed: 2023](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10w.htm)] [added: 2023 (incorporated by reference to Exhibit 10(w) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2022)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10w.htm)] | | |

| 10 | | | [removed: (x)*] [added: (x)] | | | [Form of Restricted Stock Unit Agreement for Senior Management; effective for grants beginning in [removed: 2023](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10x.htm)] [added: 2023 (incorporated by reference to Exhibit 10(x) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2022)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10x.htm)] | | |

| 10 | | | [removed: (y)] [added: (aa)] | | | [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: (z)] [added: (bb)] | | | [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: (aa)] [added: (cc)] | | | [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: (bb)] [added: (dd)] | | | [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: (cc)] [added: (ee)] | | | [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: (dd)] [added: (pp)] | | | [removed: [Restricted Stock Unit] [added: [Employment] Agreement, [removed: dated] [added: effective] as of [removed: March 11, 2019, by and] [added: September 29, 2023,] between United Rentals, Inc. and Michael [removed: J. Kneeland] [added: Durand] (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 [removed: March 15, 2019)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312519076777/d723237dex101.htm)] [added: August 28, 2023)‡](http://www.sec.gov/Archives/edgar/data/1067701/000119312523222010/d527899dex101.htm)] | | |

| 10 | | | [removed: (ee)] [added: (vv)] | | | [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: (gg)] [added: (hh)] | | | [Amended Employment Agreement, dated April 28, 2008, 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, 2011)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312511102380/dex10b.htm) | | |

| 10 | | | [removed: (hh)] [added: (ii)] | | | [Second Amendment, effective as of April 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, 2013)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770113000008/uri-3312013xex10b.htm) | | |

| 10 | | | [removed: (oo)] [added: (nn)] | | | [removed: [Consulting Agreement by and] [added: [Employment Agreement, effective as of May 12, 2023,] between United Rentals, Inc. and [removed: Devonshire Advisors, LLC, dated March 30, 2022, and affirmation of Jeffrey Fenton] [added: Joli Gross] (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended [removed: March 31, 2022)](http://www.sec.gov/Archives/edgar/data/1067701/000106770122000018/uri-3312022x10qex10b.htm)] [added: June 30, 2023)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000032/uri-6302023xex10b.htm)] | | |

| 10 | | | [removed: (pp)] [added: (oo)] | | | [removed: [Form] [added: [Employment Agreement, effective as] of [removed: Indemnification Agreement for Executive Officers] [added: May 12, 2023, between United Rentals, Inc.] and [removed: Directors] [added: Tony Leopold] (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 [removed: September] [added: June] 30, [removed: 2014)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770114000033/uri-9302014xex10a.htm)] [added: 2023)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000032/uri-6302023xex10c.htm)] | | |