United Rentals (URI) 10-K risk factor changes: FY2024 vs FY2023

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

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

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

Trends in oil and natural gas prices [added: have in the past adversely affected, and] could [added: again in the future] adversely [removed: affect] [added: affect,] the level of exploration, development and production activity of certain of our customers and the demand for our services and products.

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

See “Operational [removed: Risks–*Climate change, climate change regulations] [added: Risks–*Severe weather events] and [removed: greenhouse effects] [added: other natural occurrences] may materially adversely impact our operations and markets*.”

Accordingly, our business in the past has been, and in the future could be, adversely affected by limitations on fuel supplies or significant increases in fuel prices that [removed: result in higher costs to us for transporting equipment from one branch to another branch.]

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

At December 31, [removed: 2023,] [added: 2024,] we had [removed: $3.6] [added: $4.3] billion of indebtedness that bore interest at variable rates.

As of December 31, [removed: 2023,] [added: 2024,] our variable rate indebtedness represented [removed: 31] [added: 32] percent of our total indebtedness.

To service our indebtedness, we [removed: will] require a significant amount of cash and our ability to generate cash depends on many factors beyond our control.

As of December 31, [removed: 2023,] [added: 2024,] 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 [added: our business needs and would be forced to adopt an alternative strategy.]

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

The amount of borrowings permitted under our ABL facility [added: and the accounts receivable securitization facility] may fluctuate significantly, which may adversely affect our liquidity, results of operations and financial position.

The amount of borrowings permitted at any time under our ABL facility [added: and the accounts receivable securitization facility] is limited to a periodic borrowing base valuation of the collateral thereunder.

As a result, our access to credit under our ABL facility [added: and the accounts receivable securitization facility] is potentially subject to significant fluctuations depending on the value of the borrowing base of eligible assets as of any measurement date, [removed: as well as] [added: and, in the case of the ABL facility,] certain discretionary rights of the agent in respect of the calculation of such borrowing base value.

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

[removed: There can be no assurance that we will be able to identify suitable] acquisition opportunities in the future or that we will be able to consummate any such transactions on terms and conditions acceptable to us.

[removed: Acquisitions] [added: Acquisitions, including the pending acquisition of H&E,] entail certain risks, including:

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

At December 31, [removed: 2023,] [added: 2024,] we had [removed: $5.9] [added: $6.9] billion of goodwill on our consolidated balance sheet.

- increases in interest rates [added: or the aggregate principal amount of our outstanding indebtedness,] and related increases in our interest expense and our debt service obligations;

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

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

[removed: Under the] [added: In January 2024, our Board of Directors authorized a share repurchase] program, [added: under which] we are authorized to repurchase shares of common stock for an aggregate purchase price not to exceed [removed: $1.25] [added: $1.5] billion, excluding fees, commissions and other ancillary expenses.

We have completed [removed: $1.0] [added: $1.25] billion of repurchases under the program as of December 31, [removed: 2023, and expect to complete the program in the first quarter of] 2024.

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

The timing and amount of repurchases, if any, will depend upon several factors, including market and [removed: business] [added: legislative] conditions, the trading price of the Company’s common stock and the nature of other investment opportunities.

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

The repurchase [removed: programs] [added: program] 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: programs] [added: program] could affect our stock price and increase its volatility.

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

If we are unable to manage credit risk issues adequately, or if a large number of customers have financial difficulties at the same time, our credit losses could increase above historical levels and our [removed: operating results would be adversely affected.]

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

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

The extent to which these efforts and strategies will achieve our desired efficiencies and goals in [removed: 2024] [added: 2025] and beyond is uncertain, as their success depends on a number of factors, some of which are beyond our control.

Insolvency, financial [removed: difficulties] [added: difficulties, consolidation among our suppliers,] or other factors may result in our suppliers not being able to fulfill the terms of their agreements with us.

Disruptions in our [removed: information technology systems] or [removed: a compromise of security with respect to] our [added: third-party vendors’ information technology] 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.

result in higher costs to us for transporting equipment from one branch to another branch.

See “Operational Risks–*Severe weather events and other natural occurrences may materially adversely impact our operations and markets*.”

At December 31, 2024, our total indebtedness was $13.4 billion (which is expected to increase by approximately $4.9 billion in connection with the pending acquisition of H&E that is discussed in note 19 to the consolidated financial statements, which is expected to close in the first quarter of 2025).

payments; (vii) dividends, other payments and other matters affecting subsidiaries; (viii) transactions with affiliates; and (ix) issuances of preferred stock of certain subsidiaries.

The pending acquisition of H&E that is discussed in note 19 to the consolidated financial statements, which is expected to close in the first quarter of 2025, is an example of our strategy of growth through acquisitions.

There can be no assurance that we will be able to identify suitable

For example, financing for our pending acquisition of H&E may include the issuance of debt securities and/or term loan borrowings, in addition to borrowings under our existing ABL facility.

We have paused repurchases under the program due to our pending acquisition of H&E.

As discussed in note 19 to the consolidated financial statements, on January 13, 2025, we entered into a definitive merger agreement to acquire H&E, which is expected to close in the first quarter of 2025.

We currently intend to complete the share repurchase program; however, we will re-evaluate the timing over which we expect to do so as we integrate H&E and assess other potential uses of capital, including paying down debt.

operating results would be adversely affected.

These systems may be subject to interruptions due to technological errors, bugs, defects or vulnerabilities, system capacity constraints, human errors, computer or communications failures, power loss, disruptions during upgrades or replacements of software or hardware or integrations of acquired businesses systems, adverse acts of nature and other unexpected events.

Disruptions to our customers’ information technology systems could also adversely impact us.

Our financial performance and our reputation could be adversely affected, and we could be subject to legal liability or regulatory enforcement actions, if we are unable to protect against, or effectively respond to, cyberattacks or other cyber incidents.

We depend on the security of our and our third-party vendors’ information technology systems to support numerous business processes and activities, including our online ordering system.

There are numerous cybersecurity risks to these systems, including individual and group criminal hackers, industrial espionage, man-in-the-middle and denial of service attacks, viruses, malicious software (malware), employee error or malfeasance and phishing attacks.

Cyber threats are constantly evolving, especially given the advances in, and the rise of the use of, artificial intelligence, thereby increasing the difficulty of preventing, detecting and successfully defending against them.

Successful breaches could, among other things, disrupt our operations, jeopardize the security of information stored in or transmitted by the sites, networks and systems, which include cloud-based networks and data center storage, or result in the unauthorized disclosure, theft and misuse of company, customer, and employee sensitive and confidential information.

If this were to occur, we could be in violation of applicable privacy, data security and other laws, subjected to regulatory enforcement actions and private litigation, and our reputation and financial performance may be adversely affected.

Although we employ security measures to protect our data and systems, and, to our knowledge, so do our third-party vendors, these measures have in the past not detected or prevented, and may in the future not detect or prevent, all attempts to infiltrate our systems.

Failure to comply with data privacy and protection laws and regulations could subject us to legal liability and adversely affect our reputation and our financial performance.

We collect, use, process, and store proprietary information and personal, sensitive, or confidential data relating to our business, customers, and employees.

Privacy laws and similar regulations in many jurisdictions where we do business require that we take significant steps to safeguard that information, and these laws and regulations continue to evolve.

New laws may add a broad array of requirements on how we handle or use information, increase our compliance obligations and impose new and greater monetary fines for privacy violations.

In addition, in the United States, a growing number of states have enacted different laws regarding personal information and privacy that impose significant new requirements on consumer personal information.

Although we monitor and assess the impact of these laws and regulations, and regularly update our systems to protect our data and comply with these laws, their interpretation and enforcement are uncertain and subject to change, and may require substantial costs to monitor and implement.

Failure to comply with data privacy and protection laws and regulations could also result in government enforcement actions (which could include substantial civil and/or criminal penalties) and private litigation, which could adversely affect our reputation and financial performance.

Regulators’ and stakeholders’ requirements and expectations on environmental, social and sustainability-related topics continue to evolve and diverge, and our ability to meet these requirements and expectations may have a material adverse impact on our results of operations.

Environmental and social topics, such as climate change and diversity, as well as companies’ actions and initiatives on such issues, have received significant attention from a wide range of stakeholders.

In addition, policymakers in some jurisdictions have adopted or proposed laws, regulations and policies that diverge from, or potentially conflict with, those in other jurisdictions.

Moreover, our customers, stockholders, employees and other stakeholders have diverse expectations, demands and perspectives on these topics, which are continuing to evolve.

We may not be able to meet the diverse expectations and demands of all of our stakeholders, which could result in adverse publicity, harm our reputation, lead to claims against us and affect our relationships with our customers and employees, and subject us to legal and operational risks, any of which could have a material adverse effect on our business.

or loss realized upon disposal of equipment.

Under these laws, we may be liable for, among other things: (i) the costs of investigating and

Changes to income tax laws or regulations in the U.S. and other jurisdictions where we operate could increase our tax liability and adversely impact our financial results.

We are subject to income taxes in the U.S. and other jurisdictions where we operate.

Changes to income tax laws and regulations in any of the jurisdictions where we operate could adversely affect our overall tax liability and adversely impact our financial results.

In addition, we are subject to tax audits in the various jurisdictions in which we operate.

Given the complexity of the current and changing tax laws and regulations, tax authorities may disagree with certain positions we have taken, or may in the future take, and assess additional taxes, which could have a material impact on our effective tax rate and adversely impact our financial results and cash flows.

At December 31, 2023, our total indebtedness was $11.5 billion.

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

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

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.

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

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

To date, our supply chain disruptions have been limited, but we may experience more severe supply chain disruptions in the future or supplier inability to manufacture or deliver equipment or parts.

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

In addition, the security measures we employ to protect our systems have in the past not detected or prevented, and may in the future not detect or 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 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.

In addition, because our systems sometimes contain information about individuals and businesses, our failure to appropriately maintain the security of the data we hold, whether as a result of our own error or the malfeasance or errors of others, have led, and could in the future lead, to disruptions in our online ordering system or other data systems, and could lead to unauthorized release of confidential or otherwise protected information or corruption of data.

Our failure to appropriately maintain the security of the data we hold could also violate applicable privacy, data security and other laws and subject us to lawsuits, fines and other means of regulatory enforcement.

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

In addition, countries such as

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

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

Moreover, even without such legislation or regulation, the perspectives of our customers, stockholders, employees and other stakeholders regarding climate change are continuing to evolve, and increased awareness of, or any adverse publicity regarding, the effects of greenhouse gases could harm our reputation or reduce customer demand for our products and services.

Provisions of law, such as those

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

As of December 31, [removed: 2023,] [added: 2024,] we had an aggregate of [removed: $3.6] [added: $4.3] billion of indebtedness that bears interest at variable rates, comprised of borrowings under the ABL, accounts receivable [removed: securitization,] [added: securitization and] term loan [removed: 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: 2023] [added: 2024] under these facilities.

As of December 31, [removed: 2023,] [added: 2024,] based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately [removed: $27] [added: $32] for each one percentage point increase in the interest rates applicable to our variable rate debt.

At December 31, [removed: 2023,] [added: 2024,] we had an aggregate of [removed: $7.9] [added: $9.1] billion of indebtedness that bears interest at fixed rates.

A one percentage point decrease in market interest rates as of December 31, [removed: 2023] [added: 2024] would increase the fair value of our fixed rate [added: indebtedness by approximately four percent.]

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

During the year ended December 31, [removed: 2023,] [added: 2024,] our foreign subsidiaries accounted for [removed: $1.269] [added: $1.354] billion, or 9 percent, of our total revenue of [removed: $14.332] [added: $15.345] billion, and [removed: $285,] [added: $232,] or [removed: 9] [added: 7] percent, of our total pretax income of [removed: $3.211] [added: $3.388] billion.

indebtedness by approximately five percent.

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

The table below presents key information about our business as of and for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

| Total revenues (in millions) | | | [removed: $14,332] [added: $15,345] | | | | | | [removed: $11,642] [added: $14,332] | | |

| Equipment rental revenue percent of total revenues | | | [removed: 84%] [added: 85%] | | | | | | [removed: 87%] [added: 84%] | | |

| Year-over-year change in average original equipment cost (“OEC”) | | | [removed: 21.9%] [added: 3.5%] | | | | | | [removed: 13.6%] [added: 21.9%] | | |

| Fleet productivity (2) | | | [removed: (0.7)%] [added: 4.1%] | | | | | | [removed: 9.4%] [added: (0.7)%] | | |

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

| Total equipment rental revenue variance | | | [removed: 19.3%] [added: 8.0%] | | | | | | [removed: 23.3%] [added: 19.3%] | | |

| Year-over-year change in average OEC | | | [removed: 10.4%] | | | | | | [added: 10.4%] | | |

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

| Fleet productivity (2) | | | [removed: 2.8%] | | | | | | [added: 2.8%] | | |

| Contribution from ancillary and re-rent revenue (3) | | | [removed: (0.4)%] [added: 1.9%] | | | | | | [added: (0.4)%] | | |

| Total equipment rental revenue variance | | | [removed: 11.3%] | | | | | | [added: 11.3%] | | |

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

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

| Fleet OEC (in billions) | | | [removed: $20.66] [added: $21.43] | | | | | | [removed: $19.61] [added: $20.66] | | |

| Equipment units | | | [removed: 995,000] [added: 1,120,000] | | | | | | [removed: 1,020,000] [added: 995,000] | | |

| Fleet age in months | | | [removed: 52.4] [added: 51.3] | | | | | | [removed: 53.5] [added: 52.4] | | |

| General construction and industrial equipment | | | [removed: 42%] [added: 40%] | | | | | | 42% | | |

| Aerial work platforms | | | [removed: 25%] [added: 23%] | | | | | | [removed: 24%] [added: 25%] | | |

| General tools and light equipment | | | [removed: 8%] [added: 9%] | | | | | | 8% | | |

| Power and HVAC (heating, ventilating and air conditioning) equipment | | | [removed: 10%] [added: 11%] | | | | | | 10% | | |

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

| Rental locations | | | [removed: 1,584] [added: 1,686] | | | | | | [removed: 1,521] [added: 1,584] | | |

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

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

| Range of regions per division | | | [removed: 3-6] [added: 2-7] | | | | | | [removed: 2-6] [added: 3-6] | | |

| Hourly employees | | | [removed: 18,900] [added: 19,900] | | | | | | [removed: 17,500] [added: 18,900] | | |

| Salaried employees | | | [removed: 7,400] [added: 8,000] | | | | | | [removed: 7,100] [added: 7,400] | | |

| Total employees | | | [removed: 26,300] [added: 27,900] | | | | | | [removed: 24,600] [added: 26,300] | | |

| Estimated North American market share [removed: (5)] [added: (6)] | | | 15% | | | | | | 15% | | |

| Estimated North American equipment rental industry revenue growth [removed: (5)] [added: (6)] | | | [removed: 12%] [added: 8%] | | | | | | [removed: 14%] [added: 12%] | | |

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

| Largest supplier percent of capital expenditures | | | [removed: 15%] [added: 12%] | | | | | | [removed: 10%] [added: 15%] | | |

| Top 10 supplier percent of capital expenditures | | | [removed: 48%] [added: 51%] | | | | | | [removed: 45%] [added: 48%] | | |

[removed: The Ahern Rentals acquisition is] [added: As] discussed [removed: further] in note 4 to the consolidated financial [removed: statements.][added: statements, in March 2024, we completed the acquisition of Yak.]

[removed: (5)As] [added: (6)As] discussed below (see [removed: "Industry] [added: “Industry] Overview and Economic [removed: Outlook"),] [added: Outlook”),] North American [added: market share and] equipment rental industry revenue [removed: is] [added: are] based on industry estimates [added: (excluding party and event rentals)] from the American Rental Association [removed: ("ARA").][added: (“ARA”).]

As discussed above, [added: in March 2024,] we completed the acquisition of [removed: Ahern Rentals in December 2022.][added: Yak.]

Estimated North American market share as of December 31, [removed: 2022] [added: 2024] includes the standalone, pre-acquisition revenue of [removed: Ahern Rentals.][added: Yak.]

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 [removed: diverse] [added: high-performing] talent; [added: ensure employees are supported and engaged so they can provide outstanding customer service;] 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.

| | | | 2024 | | | | | | 2023 | | |

| Surface protection mats (5) | | | 2% | | | | | | —% | | |

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

Pro forma information is not reflected above for 2024 versus 2023 because Ahern Rentals was fully included in our results for both years.

(5)As discussed in note 4 to the consolidated financial statements, in March 2024, we completed the acquisition of Yak Access, LLC, Yak Mat, LLC and New South Access & Environmental Solutions, LLC (collectively, “Yak”), which was a leading provider of surface protection mats.

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

Through the program, eligible employees can reduce medical plan costs if they complete a health assessment and participate in a biometric screening at work or off-site, and, in 2024, 56 percent of eligible employees did so.

There is no external benchmark reference for our Safety Commitment category.

delivery and pickup of equipment; improving the effectiveness and efficiency of our repair and maintenance operations; and implementing customer service best practices;

the particular branch as well as the business composition of the local economy, including construction opportunities with different customers.

directly to customers.

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

| Equipment classes | | | 4,800 | | | | | | 4,600 | | |

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

The novel coronavirus (“COVID-19”), which resulted in rental volume declines in response to shelter-in-place orders and other market restrictions, had the most pronounced on our business in 2020.

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

See "Industry Overview and Economic Outlook" below for further discussion of our end-markets.

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).

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.

Approximately 63 percent of eligible employees participated in the program in 2023.

- 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

disclosed an aspirational goal to increase the percentage of 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 this aspirational goal, as reflected in an over five percentage point increase in diverse employees in sales and management roles from 29.5 percent in 2020 to 34.7 percent in 2023.

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.

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

Total Control*®* is a unique customer offering

- *A continued focus on “Lean” management techniques, including kaizen processes focused on continuous improvement*.

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

The impact of the Ahern Rentals acquisition on our equipment rentals revenue is primarily reflected in the year-over-year increase in average OEC of 21.9 percent for the year ended December 31, 2023.

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.

This approach is designed to ensure that the terms

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2023][added: 2024]

As of June 30, [removed: 2023] [added: 2024] there were [removed: 68,280,874] [added: 66,235,191] 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: 2023] [added: 2024] was approximately [removed: $26.7] [added: $37.8] billion, calculated by using the closing price of the common stock on such date on the New York Stock Exchange of [removed: $445.37.][added: $646.73.]

As of January [removed: 22, 2024,] [added: 27, 2025,] there were [removed: 67,191,627] [added: 65,307,098] shares of United Rentals, Inc. common stock outstanding.

Documents incorporated by reference: Portions of United Rentals, Inc.’s Proxy Statement related to the [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference into Part III of this annual report.

| Item 1 | | | [removed: [Business](#i062d6a79cfc64a2aa95cd7d348fea49e_16)] [added: [Business](#i0e39064630de41249f05529bd9745941_16)] | | | [removed: [1](#i062d6a79cfc64a2aa95cd7d348fea49e_16)] [added: [1](#i0e39064630de41249f05529bd9745941_16)] | | |

| Item 1A | | | [Risk [removed: Factors](#i062d6a79cfc64a2aa95cd7d348fea49e_19)] [added: Factors](#i0e39064630de41249f05529bd9745941_19)] | | | [removed: [9](#i062d6a79cfc64a2aa95cd7d348fea49e_19)] [added: [9](#i0e39064630de41249f05529bd9745941_19)] | | |

| Item 1B | | | [Unresolved Staff [removed: Comments](#i062d6a79cfc64a2aa95cd7d348fea49e_22)] [added: Comments](#i0e39064630de41249f05529bd9745941_22)] | | | [removed: [23](#i062d6a79cfc64a2aa95cd7d348fea49e_22)] [added: [23](#i0e39064630de41249f05529bd9745941_22)] | | |

| Item 1C | | | [removed: [Cybersecurity](#i062d6a79cfc64a2aa95cd7d348fea49e_1654)] [added: [Cybersecurity](#i0e39064630de41249f05529bd9745941_25)] | | | [removed: [23](#i062d6a79cfc64a2aa95cd7d348fea49e_1654)] [added: [23](#i0e39064630de41249f05529bd9745941_25)] | | |

| Item 2 | | | [removed: [Properties](#i062d6a79cfc64a2aa95cd7d348fea49e_25)] [added: [Properties](#i0e39064630de41249f05529bd9745941_28)] | | | [removed: [24](#i062d6a79cfc64a2aa95cd7d348fea49e_25)] [added: [24](#i0e39064630de41249f05529bd9745941_28)] | | |

| Item 3 | | | [Legal [removed: Proceedings](#i062d6a79cfc64a2aa95cd7d348fea49e_28)] [added: Proceedings](#i0e39064630de41249f05529bd9745941_31)] | | | [removed: [25](#i062d6a79cfc64a2aa95cd7d348fea49e_28)] [added: [25](#i0e39064630de41249f05529bd9745941_31)] | | |

| Item 4 | | | [Mine Safety [removed: Disclosures](#i062d6a79cfc64a2aa95cd7d348fea49e_31)] [added: Disclosures](#i0e39064630de41249f05529bd9745941_34)] | | | [removed: [25](#i062d6a79cfc64a2aa95cd7d348fea49e_31)] [added: [25](#i0e39064630de41249f05529bd9745941_34)] | | |

| Item 5 | | | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i062d6a79cfc64a2aa95cd7d348fea49e_37)] [added: Securities](#i0e39064630de41249f05529bd9745941_40)] | | | [removed: [25](#i062d6a79cfc64a2aa95cd7d348fea49e_37)] [added: [25](#i0e39064630de41249f05529bd9745941_40)] | | |

| Item 6 | | | [Selected Financial [removed: Data](#i062d6a79cfc64a2aa95cd7d348fea49e_40)] [added: Data](#i0e39064630de41249f05529bd9745941_43)] | | | [removed: [26](#i062d6a79cfc64a2aa95cd7d348fea49e_40)] [added: [26](#i0e39064630de41249f05529bd9745941_43)] | | |

| Item 7 | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i062d6a79cfc64a2aa95cd7d348fea49e_46)] [added: Operations](#i0e39064630de41249f05529bd9745941_49)] | | | [removed: [27](#i062d6a79cfc64a2aa95cd7d348fea49e_46)] [added: [27](#i0e39064630de41249f05529bd9745941_49)] | | |

| Item 7A | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i062d6a79cfc64a2aa95cd7d348fea49e_55)] [added: Risk](#i0e39064630de41249f05529bd9745941_58)] | | | [removed: [44](#i062d6a79cfc64a2aa95cd7d348fea49e_55)] [added: [44](#i0e39064630de41249f05529bd9745941_58)] | | |

| Item 8 | | | [Financial Statements and Supplementary [removed: Data](#i062d6a79cfc64a2aa95cd7d348fea49e_58)] [added: Data](#i0e39064630de41249f05529bd9745941_61)] | | | [removed: [46](#i062d6a79cfc64a2aa95cd7d348fea49e_58)] [added: [45](#i0e39064630de41249f05529bd9745941_61)] | | |

| Item 9 | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i062d6a79cfc64a2aa95cd7d348fea49e_166)] [added: Disclosure](#i0e39064630de41249f05529bd9745941_166)] | | | [removed: [86](#i062d6a79cfc64a2aa95cd7d348fea49e_166)] [added: [85](#i0e39064630de41249f05529bd9745941_166)] | | |

| Item 9A | | | [Controls and [removed: Procedures](#i062d6a79cfc64a2aa95cd7d348fea49e_169)] [added: Procedures](#i0e39064630de41249f05529bd9745941_169)] | | | [removed: [86](#i062d6a79cfc64a2aa95cd7d348fea49e_169)] [added: [85](#i0e39064630de41249f05529bd9745941_169)] | | |

| Item 9B | | | [Other [removed: Information](#i062d6a79cfc64a2aa95cd7d348fea49e_178)] [added: Information](#i0e39064630de41249f05529bd9745941_178)] | | | [removed: [88](#i062d6a79cfc64a2aa95cd7d348fea49e_178)] [added: [87](#i0e39064630de41249f05529bd9745941_178)] | | |

| Item 9C | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i062d6a79cfc64a2aa95cd7d348fea49e_181)] [added: Inspections](#i0e39064630de41249f05529bd9745941_181)] | | | [removed: [88](#i062d6a79cfc64a2aa95cd7d348fea49e_181)] [added: [87](#i0e39064630de41249f05529bd9745941_181)] | | |

| Item 10 | | | [Directors, Executive Officers and Corporate [removed: Governance](#i062d6a79cfc64a2aa95cd7d348fea49e_187)] [added: Governance](#i0e39064630de41249f05529bd9745941_187)] | | | [removed: [89](#i062d6a79cfc64a2aa95cd7d348fea49e_187)] [added: [88](#i0e39064630de41249f05529bd9745941_187)] | | |

| Item 11 | | | [Executive [removed: Compensation](#i062d6a79cfc64a2aa95cd7d348fea49e_190)] [added: Compensation](#i0e39064630de41249f05529bd9745941_190)] | | | [removed: [89](#i062d6a79cfc64a2aa95cd7d348fea49e_190)] [added: [88](#i0e39064630de41249f05529bd9745941_190)] | | |

| Item 12 | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i062d6a79cfc64a2aa95cd7d348fea49e_193)] [added: Matters](#i0e39064630de41249f05529bd9745941_193)] | | | [removed: [89](#i062d6a79cfc64a2aa95cd7d348fea49e_193)] [added: [88](#i0e39064630de41249f05529bd9745941_193)] | | |

| Item 13 | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i062d6a79cfc64a2aa95cd7d348fea49e_196)] [added: Independence](#i0e39064630de41249f05529bd9745941_196)] | | | [removed: [89](#i062d6a79cfc64a2aa95cd7d348fea49e_196)] [added: [88](#i0e39064630de41249f05529bd9745941_196)] | | |

| Item 14 | | | [Principal Accountant Fees and [removed: Services](#i062d6a79cfc64a2aa95cd7d348fea49e_199)] [added: Services](#i0e39064630de41249f05529bd9745941_199)] | | | [removed: [89](#i062d6a79cfc64a2aa95cd7d348fea49e_199)] [added: [88](#i0e39064630de41249f05529bd9745941_199)] | | |

| Item 15 | | | [Exhibits and Financial Statement [removed: Schedules](#i062d6a79cfc64a2aa95cd7d348fea49e_205)] [added: Schedules](#i0e39064630de41249f05529bd9745941_205)] | | | [removed: [90](#i062d6a79cfc64a2aa95cd7d348fea49e_205)] [added: [89](#i0e39064630de41249f05529bd9745941_205)] | | |

Such statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “project,” “forecast,” “intend” or “anticipate,” or the negative thereof or comparable terminology, or by discussions of strategy or [removed: outlook.][added: outlook, and include statements regarding the closing of the H&E Equipment Services, Inc. d/b/a H&E Rentals (“H&E”) acquisition.]

- the impact of global economic conditions (including inflation, [removed: increased] interest rates, supply chain constraints, [removed: potential] trade wars and [removed: sanctions and other measures imposed in response] [added: sanctions), geopolitical risks (including risks related] to 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;

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

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

- our significant indebtedness (which totaled [removed: $11.5] [added: $13.4] billion at December 31, [removed: 2023)] [added: 2024 and which is expected to increase by approximately $4.9 billion in connection with the pending acquisition of H&E that is discussed in note 19 to the consolidated financial statements)] requires us to use a substantial amount of our cash flow for debt service and can constrain our flexibility in responding to unanticipated or adverse business conditions;

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

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

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

- risks related to [removed: climate change] [added: severe weather events] and [added: other natural occurrences, and] climate change regulation;

- risks related to our [removed: environmental] [added: aspirational sustainability] and [removed: social] [added: safety] goals, including our greenhouse gas intensity reduction goal;

- shortfalls in our insurance [removed: coverage;][added: coverage or inability to obtain coverage on reasonable terms or at all;]

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

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

- risks related to, and the costs of complying with, environmental and safety laws and regulations;

Our cybersecurity risk management program leverages the National Institute of Standards and Technology [removed: (NIST)] [added: (“NIST”)] framework, which organizes cybersecurity risks into [removed: five] [added: six] categories: [added: govern,] identify, protect, detect, respond and recover.

Our information technology [removed: (IT)] [added: (“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.

These policies [added: and procedures] go through an internal review process and are approved by appropriate members of management.

We have continued to expand investments in IT [removed: security,] [added: security to mitigate cybersecurity risks,] including additional end-user training, using layered defenses, identifying and protecting critical assets, strengthening monitoring and alerting, and engaging experts.

For example, in [removed: 2022,] [added: 2024,] the Board hosted an expert to discuss developments in the cybersecurity threat landscape and [removed: speakers who discussed digital, technology and innovation] [added: current cybersecurity] trends across industries.

In the event we identify a cybersecurity incident, we have defined procedures to respond to and remediate such incident.

For more information about the cybersecurity risks we face, and how, if realized, those risks are reasonably likely to materially affect us, see the risk factor entitled “Our financial performance and our reputation could be adversely affected, and we could be subject to legal liability or regulatory enforcement actions, if we are unable to protect against, or effectively respond to, cyberattacks or other cyber incidents” in Item 1A- Risk Factors.

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: 2024,] [added: 2025,] we operated [removed: 1,584] [added: 1,686] rental locations.

[removed: 1,357] [added: 1,433] of these locations are in the United States, [removed: 147] [added: 158] are in Canada, [removed: 38] [added: 39] are in Europe and [removed: 42] [added: 56] are in our [removed: Asia-Pacific] [added: Australasia] network (which is comprised of our locations in Australia and New Zealand).

| ● | | | Alabama (GR [removed: 30,] [added: 33,] S [removed: 9)] [added: 10)] | | | ● | | | Maine (GR [removed: 4)] [added: 4, S 1)] | | | ● | | | Oklahoma (GR [removed: 27,] [added: 26,] S [removed: 8)] [added: 9)] | | |

| ● | | | Alaska (GR 2) | | | ● | | | Maryland (GR 16, S 8) | | | ● | | | Oregon (GR [removed: 12,] [added: 13,] S [removed: 6)] [added: 7)] | | |

| ● | | | Arizona (GR [removed: 19,] [added: 24,] S 9) | | | ● | | | Massachusetts (GR [removed: 17,] [added: 19,] S [removed: 5)] [added: 6)] | | | ● | | | Pennsylvania (GR [removed: 23,] [added: 24,] S [removed: 8)] [added: 9)] | | |

| ● | | | Arkansas (GR [removed: 13,] [added: 14,] S [removed: 3)] [added: 4)] | | | ● | | | Michigan (GR [removed: 11,] [added: 12,] S [removed: 7)] [added: 8)] | | | ● | | | Puerto Rico (GR 2) | | |

| ● | | | California (GR [removed: 94,] [added: 95,] S [removed: 41)] [added: 44)] | | | ● | | | Minnesota (GR [removed: 12,] [added: 13,] S 5) | | | ● | | | Rhode Island (GR 2) | | |

| ● | | | Colorado (GR [removed: 18,] [added: 17,] S [removed: 5)] [added: 6)] | | | ● | | | Mississippi (GR 14, S [removed: 1)] [added: 4)] | | | ● | | | South Carolina (GR [removed: 27,] [added: 30,] S 10) | | |

| ● | | | Connecticut (GR 7, S 3) | | | ● | | | Missouri (GR [removed: 23,] [added: 22,] S [removed: 7)] [added: 9)] | | | ● | | | South Dakota (GR 2) | | |

| ● | | | Delaware (GR [removed: 3)] [added: 3, S 1)] | | | ● | | | Montana (GR 2) | | | ● | | | Tennessee (GR [removed: 31,] [added: 33,] S [removed: 13)] [added: 14)] | | |

| ● | | | Florida (GR [removed: 55,] [added: 61,] S [removed: 34)] [added: 37)] | | | ● | | | Nebraska (GR 5, S [removed: 1)] [added: 2)] | | | ● | | | Texas (GR [removed: 126,] [added: 123,] S [removed: 47)] [added: 51)] | | |

| ● | | | Georgia (GR [removed: 39,] [added: 40,] S [removed: 13)] [added: 15)] | | | ● | | | Nevada (GR [removed: 17,] [added: 16,] S [removed: 6)] [added: 10)] | | | ● | | | Utah (GR 10, S 5) | | |

| ● | | | Idaho (GR [removed: 6,] [added: 7,] S [removed: 2)] [added: 5)] | | | ● | | | New Hampshire (GR 1, S 2) | | | ● | | | Vermont (GR 2, S 1) | | |

| ● | | | Illinois (GR [removed: 18,] [added: 17,] S [removed: 10)] [added: 11)] | | | ● | | | New Jersey (GR [removed: 14,] [added: 13,] S 10) | | | ● | | | Virginia (GR [removed: 27,] [added: 28,] S [removed: 14)] [added: 17)] | | |

| ● | | | Indiana (GR [removed: 10,] [added: 15,] S 5) | | | ● | | | New Mexico (GR [removed: 10,] [added: 9,] S [removed: 3)] [added: 5)] | | | ● | | | Washington (GR 26, S [removed: 10)] [added: 12)] | | |

| ● | | | Iowa (GR [removed: 11,] [added: 10,] S 4) | | | ● | | | New York (GR [removed: 25,] [added: 26,] S [removed: 5)] [added: 7)] | | | ● | | | West Virginia (GR 8, S [removed: 3)] [added: 4)] | | |

| ● | | | Kansas (GR 16, S 5) | | | ● | | | North Carolina (GR [removed: 34,] [added: 36,] S 14) | | | ● | | | Wisconsin (GR 11, S [removed: 6)] [added: 7)] | | |

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

| ● | | | Louisiana (GR [removed: 43,] [added: 42,] S 15) | | | ● | | | Ohio (GR [removed: 24,] [added: 25,] S 16) | | | | | | | | |

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

| ● | | | Alberta (GR [removed: 25,] [added: 24,] S [removed: 11)] [added: 12)] | | | ● | | | Belgium (S 7) | | | ● | | | Australia (S [removed: 23)] [added: 37)] | | |

| ● | | | British Columbia (GR [removed: 24,] [added: 26,] S [removed: 5)] [added: 7)] | | | ● | | | France (S 6) | | | ● | | | New Zealand (S 19) | | |

| ● | | | Manitoba (GR [removed: 5)] [added: 5, S 2)] | | | ● | | | Germany (S 7) | | | | | | | | |

| ● | | | Newfoundland (GR 5) | | | ● | | | United Kingdom (S [removed: 3)] [added: 4)] | | | | | | | | |

| ● | | | Ontario (GR 30, S [removed: 8)] [added: 10)] | | | | | | | | | | | | | | |

| ● | | | Quebec (GR [removed: 9,] [added: 10,] S [removed: 4)] [added: 6)] | | | | | | | | | | | | | | |

We own [removed: 131] [added: 127] of our branch locations and lease the other branch locations.

We have a fleet of approximately [removed: 16,400] [added: 17,300] vehicles.

Approximately [removed: 40] [added: 45] 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 [removed: 2025,] [added: 2028,] and in Scottsdale, Arizona, where we occupy approximately 20,000 square feet under a lease that expires in 2029.

Holdings’ common stock trades on the New York Stock Exchange under the symbol “URI.” As of January 1, [removed: 2024,] [added: 2025,] there were [removed: 65] [added: 62] holders of record of our common stock.

[removed: Purchases] [added: Issuer Purchases] of Equity [removed: Securities by the Issuer][added: Securities]

The following table provides information about acquisitions of Holdings’ common stock by Holdings during the fourth quarter of [removed: 2023:][added: 2024:]

(1)In October [removed: 2023,] [added: 2024,] November [removed: 2023] [added: 2024] and December [removed: 2023, 30,407, 618] [added: 2024, 229, 31,722] and [removed: 1,687] [added: 2,234] shares, respectively, were withheld by Holdings to satisfy tax withholding obligations upon the vesting of restricted stock unit awards.

[removed: On] [added: (2)On] January 24, 2024, our Board of Directors authorized a [removed: new] $1.5 billion share repurchase [removed: program.][added: program, and repurchases under this program began in March 2024.]

| October 1, 2024 to October 31, 2024 | | | 141,641 | | | (1) | | | $ | 815.81 | | | | | 141,412 | | | | | | | | |

| November 1, 2024 to November 30, 2024 | | | 179,442 | | | (1) | | | $ | 833.52 | | | | | 147,720 | | | | | | | | |

| December 1, 2024 to December 31, 2024 | | | 175,242 | | | (1) | | | $ | 785.14 | | | | | 173,008 | | | | | | | | |

| Total | | | 496,325 | | | | | | $ | 811.38 | | | | | $ | 462,140 | | | | | $ | 250,000,268 | |

We have paused repurchases under the program due to our pending acquisition of H&E.

As discussed in note 19 to the consolidated financial statements, on January 13, 2025, we entered into a definitive merger agreement to acquire H&E, which is expected to close in the first quarter of 2025.

We currently intend to complete the share repurchase program; however, we will re-evaluate the timing over which we expect to do so as we integrate H&E and assess other potential uses of capital.

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 size) do not include the excise tax, which totaled $13 million for the year ended December 31, 2024.

| 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 | |

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

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

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.

We have omitted discussions comparing [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] results, as such disclosures were included in our Annual Report on Form 10-K for the year ended December 31, [removed: 2022.][added: 2023.]

Our operations are impacted by global economic conditions, including inflation, [removed: increased] [added: tariffs,] interest [removed: rates] [added: rate fluctuations] and supply chain constraints, and we take actions to modify our plans to address such economic conditions.

To date, [removed: our] [added: the impact from] supply chain disruptions [removed: have] [added: has] been limited, but we may experience more severe supply chain disruptions in the future.

Interest rates on our debt instruments have increased [removed: recently.][added: in recent years.]

For example, in [removed: November 2022, URNA] [added: March 2024, United Rentals (North America), Inc. (“URNA”)] issued [removed: $1.5] [added: $1.1] billion aggregate principal amount of senior [removed: secured] [added: unsecured] notes at a 6 [added: 1/8] percent interest rate, while URNA's [removed: immediately prior] issuance in August 2021 of $750 aggregate principal amount of senior unsecured notes was at a 3 ¾ percent interest rate.

Additionally, the weighted average interest rates on our variable debt instruments were 6.3 percent in [removed: 2023] [added: 2024] and [removed: 3.3] [added: 1.4] percent in [removed: 2022.][added: 2021.]

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

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

We are the largest equipment rental company in the world, with an integrated network of [removed: 1,584] [added: 1,686] rental locations.

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

These include a fleet of rental equipment with a total original equipment cost (“OEC”) of [removed: $20.7] [added: $21.4] 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 [removed: approximately 4,800 classes of] [added: our] equipment for rent to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities.

In [removed: 2023,] [added: 2024,] equipment rental revenues represented [removed: 84] [added: 85] percent of our total revenues.

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

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

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

[added: - A continued focus on “Lean” management techniques, including kaizen processes focused on continuous improvement.] We have a dedicated team responsible for reducing waste in our operational processes, with the objectives of: condensing the cycle time associated with preparing equipment for rent; optimizing our resources for delivery and pickup of equipment; improving the effectiveness and efficiency of our repair and maintenance operations; and implementing customer service best practices;

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

We believe that the expansion of our specialty business, as exhibited by our acquisition of [removed: General Finance Corporation (“General Finance”)] [added: Yak Access, LLC, Yak Mat, LLC and New South Access & Environmental Solutions, LLC (collectively, “Yak”)] in [removed: May 2021,] [added: March 2024, which is discussed in note 4 to the consolidated financial statements,] as well as our tools and onsite services offerings, [removed: will] further [removed: position] [added: positions] United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings; and

- [removed: *The] [added: The] pursuit of strategic acquisitions to continue to expand our core equipment rental [removed: business,*] [added: business,] as exhibited by our [removed: recently completed] acquisition of assets of Ahern Rentals, Inc. [removed: ("Ahern Rentals"), which] [added: (“Ahern Rentals”) in December 2022, as well as the pending acquisition of H&E Equipment Services, Inc. d/b/a H&E Rentals (“H&E”) that] is discussed [removed: in note 4] [added: below, which is expected] to [added: close in] the [removed: consolidated financial statements.][added: first quarter of 2025.]

For the full year [removed: 2023:][added: 2024:]

- Equipment rentals increased [removed: 19.3] [added: 8.0] percent year-over-year, including the impact of the [removed: Ahern Rentals] [added: Yak] acquisition that [removed: was completed in December 2022, which] is discussed in note 4 to the consolidated financial [removed: statements.][added: statements;]

- Average OEC increased [removed: 21.9] [added: 3.5] percent [removed: year-over-year, including the impact of the Ahern Rentals acquisitions.][added: year-over-year;]

[removed: -] [added: |] Fleet productivity [removed: decreased 0.7 percent.][added: (2) | | | | | | | | | | | | | | | | | | | | | 4.1% | | | | | | (0.7)% | | |]

- [removed: 67] [added: 68] percent of equipment rental revenue was derived from key accounts.

In [removed: 2023,] [added: 2024,] 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 our accounts receivable securitization facility, primarily to [removed: increase] [added: extend] the [removed: size of] [added: maturity date and to increase] the facility [added: size] from [removed: $1.1] [added: $1.3] billion to [removed: $1.3] [added: $1.5] billion.

The facility expires in June [removed: 2024] [added: 2025] and may be extended on a 364-day basis by mutual agreement with the purchasers under the [removed: facility; and][added: facility.]

As of December 31, [removed: 2023,] [added: 2024,] we had available liquidity of [removed: $3.330] [added: $2.845] billion, comprised of cash and cash equivalents, and availability under the ABL and accounts receivable securitization facilities.

In October 2022, our Board of Directors authorized a $1.25 billion share repurchase [removed: program.][added: program, which was completed in the first quarter of 2024.]

[removed: On] [added: In] January [removed: 24,] 2024, our Board of Directors authorized a [removed: new] $1.5 billion share repurchase [added: program, and repurchases under this program began in March 2024, following the completion of the $1.25 billion] program.

A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) [added: of common stock.]

The repurchases [removed: above, as] [added: above (as] well as the total program [removed: sizes,] [added: sizes)] do not include the excise tax, which totaled [removed: $8] [added: $13] in [removed: 2023.][added: 2024.]

We did not pay any dividends prior to 2023, and in [added: 2024 and] 2023, we paid dividends totaling [added: $434 ($6.52 per share) and] $406 ($5.92 per [removed: share, which equates to a quarterly dividend per share of $1.48).][added: share), respectively.]

On January [removed: 24, 2024,] [added: 29, 2025,] our Board of Directors declared a quarterly dividend of [removed: $1.63] [added: $1.79] per share, payable on February [removed: 28, 2024] [added: 26, 2025] to stockholders of record [removed: on] [added: as of] February [removed: 14, 2024.][added: 12, 2025.]

Net income and diluted earnings per share for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] are presented below.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net income | | | $ | [removed: 2,424] [added: 2,575] | | | | | $ | [removed: 2,105] [added: 2,424] | | | | | $ | [removed: 1,386] [added: 2,105] | |

| Diluted earnings per share | | | $ | [removed: 35.28] [added: 38.69] | | | | | $ | [removed: 29.65] [added: 35.28] | | | | | $ | [removed: 19.04] [added: 29.65] | |

Net income and diluted earnings per share for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] include the after-tax impacts of the items below.

Tariffs could result in the costs we incur being more than anticipated.

- Fleet productivity increased 4.1 percent including the impact of the Yak acquisition, and increased 2.7 percent excluding the impact of the Yak acquisition; and

Pending Acquisition of H&E

On January 13, 2025, we entered into an Agreement and Plan of Merger (the “H&E Merger Agreement”) that provides for our acquisition of H&E.

Pursuant to the H&E Merger Agreement, we expect to acquire H&E for $92 per share in cash, reflecting a total enterprise value of approximately $4.8 billion, including approximately $1.4 billion of net debt.

H&E provides its customers with a comprehensive mix of high-quality general rental fleet including aerial work platforms, earthmoving equipment, material handling equipment, and other general and specialty lines of equipment.

With approximately $2.9 billion of rental fleet at original cost as of September 30, 2024, H&E serves a diverse mix of customers across both construction and industrial markets through its network of approximately 160 branches in over 30 U.S. states.

For the 12 months ending September 30, 2024, H&E had revenues of $1.518 billion.

The transaction is subject to customary closing conditions, including a minimum tender of at least one share more than 50 percent of then-outstanding H&E common shares and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

We commenced a tender offer on January 28, 2025 to acquire all of the outstanding shares of H&E common stock for $92 per share in cash.

Following completion of the tender offer, we intend to acquire all remaining shares not tendered in the offer through a second-step merger at the same price as in the tender offer.

The transaction is expected to close in the first quarter of 2025.

- Amended our term loan facility, primarily to extend the maturity date to February 2031 and to increase the facility size to $1.0 billion; and

We repurchased $1.25 billion under this program in 2024.

We have paused repurchases under the program due to our pending acquisition of H&E.

As discussed above, on January 13, 2025, we entered into a definitive merger agreement to acquire H&E, which is expected to close in the first quarter of 2025.

We currently intend to complete the share repurchase program; however, we will re-evaluate the timing over which we expect to do so as we integrate H&E and assess other potential uses of capital.

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

| Net income | | | $ | 2,575 | | | | | $ | 2,424 | | | | | $ | 2,105 | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| EBITDA | | | 6,982 | | | | | | 6,627 | | | | | | 5,464 | | |

| Stock compensation expense, net (2) | | | 112 | | | | | | 94 | | | | | | 127 | | |

| Impact of the fair value mark-up of acquired fleet (3) | | | 63 | | | | | | 108 | | | | | | 27 | | |

| Adjusted EBITDA | | | $ | 7,160 | | | | | $ | 6,857 | | | | | $ | 5,618 | |

The amounts above primarily reflect charges associated with a restructuring program initiated following the closing of the Ahern Rentals acquisition.

As of December 31, 2024, there were no open restructuring programs.

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

For the year ended December 31, 2024, year-over-year, net income increased $151, or 6.2 percent, and net income margin decreased 10 basis points to 16.8 percent (because net income margin did not change significantly year-over-year, further explanation of the change is not included herein).

The decreased gross margin from equipment rentals (excluding depreciation and stock compensation expense) primarily reflects the (i) impact of a higher proportion of 2024 revenue from ancillary revenues, which generate lower margins than owned equipment rentals, (ii) inflation and (iii) normal cost variability.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 | | | | | | 2023 | | |

Pro forma information is not reflected above for 2024 versus 2023 because Ahern Rentals was fully included in our results for both years.

Equipment rentals increased 8.0 percent, primarily due to a 4.1 percent increase in fleet productivity, which includes the impact of the Yak acquisition, and a 3.5 percent increase in average OEC.

Fleet productivity increased 2.7 percent excluding the impact of the Yak acquisition.

Sales of rental equipment did not change significantly year-over-year.

We

utilities, municipalities, homeowners and government entities.

| Equipment rentals | | | $ | 8,945 | | | | | $ | 4,084 | | | | | $ | 13,029 | |

| Sales of rental equipment | | | 1,328 | | | | | | 193 | | | | | | 1,521 | | |

| Sales of new equipment | | | 159 | | | | | | 123 | | | | | | 282 | | |

| Total revenue | | | $ | 10,845 | | | | | $ | 4,500 | | | | | $ | 15,345 | |

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

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.

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

Our Annual Report on Form 10-K for the year ended December 31, 2020 and our Quarterly Reports on Form 10-Q filed in 2021 and 2020 include detailed disclosures addressing the COVID-19 impact on our business.

- *A continued focus on “Lean” management techniques, including kaizen processes focused on continuous improvement*.

On a pro forma basis including the standalone, pre-acquisition results of Ahern Rentals, equipment rentals increased 11.3 percent year-over-year;

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

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

- Amended and extended our uncommitted repurchase facility, pursuant to which we may obtain short-term financing in an amount up to $100.

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

This program was paused through the initial phase of the integration of the Ahern Rentals acquisition, and repurchases began in the first quarter of 2023.

We repurchased $1.00 billion under the program in 2023 and expect to complete the program in the first quarter of 2024.

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.

of common stock.

| Merger related costs (1) | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | (2) | | | | | $ | (0.03) | |

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

(2)This reflects the amortization of the intangible assets acquired in the major acquisitions.

For additional information, see "Results of Operations-Other costs/(income)-Interest expense, net" below.

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

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

Merger related costs only include costs associated with major acquisitions completed since 2012 that significantly impact our operations.

For the year ended December 31, 2023, adjusted EBITDA increased $1.239 billion, or 22.1 percent, and adjusted EBITDA margin decreased 50 basis points to 47.8 percent.

The year-over-year decrease in net income margin primarily reflects the impact of the Ahern Rentals acquisition on gross margins from equipment rentals and sales of rental equipment, increased restructuring charges associated with the Ahern Rentals acquisition, and increased interest expense, partially offset by reductions in selling, general and administrative ("SG&A") and income tax expenses as a percentage of revenue.

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.

Net interest expense for the year ended December 31, 2022 included debt redemption losses of $17.

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

While income tax expense increased $90, or 12.9 percent, year-over-year, the effective income tax rate decreased slightly, from 24.9 percent to 24.5 percent.

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).

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

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

COVID-19, which resulted in rental volume declines in response to shelter-in-place orders and other market restrictions, had the most pronounced on our business in 2020.

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

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.

Equipment rentals increased 19.3 percent, primarily due to a 21.9 percent increase in average OEC, partially offset by a 0.7 percent decrease in fleet productivity.

The increase in average OEC includes the impact of the acquisition of Ahern Rentals that is discussed in note 4 to the consolidated financial statements.

On a pro forma basis including the pre-acquisition results of Ahern Rentals, year-over-year, equipment rentals increased 11.3 percent, primarily reflecting an increase in average OEC of 10.4 percent and increased fleet productivity of 2.8 percent.

We have audited the accompanying consolidated balance sheets of United Rentals, Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated January [removed: 24, 2023] [added: 29, 2025] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | At December 31, [removed: 2023,] [added: 2024,] the Company’s goodwill was [removed: $5.9] [added: $6.9] billion. As discussed in Note 2 to the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level. [removed: 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 for the Mobile Storage reporting unit was complex and judgmental due to the significant estimations required to determine the fair value of the reporting unit. In particular, the [added: determination of the] fair value [removed: estimates were sensitive] [added: of the Mobile Storage reporting unit required management] to [added: make] significant assumptions, including the discount rate and revenue growth rates, which are affected by expectations about future operational, rental industry market or economic conditions. | | |

[removed: January 24, 2024][added: | 2024 | | | | | | | | | | | | | | | | | |]

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 363] [added: 457] | | | | | $ | [removed: 106] [added: 363] | |

| Accounts receivable, net | | | [removed: 2,230] [added: 2,357] | | | | | | [removed: 2,004] [added: 2,230] | | |

| Inventory | | | [removed: 205] [added: 200] | | | | | | [removed: 232] [added: 205] | | |

| Prepaid expenses and other assets | | | [removed: 135] [added: 235] | | | | | | [removed: 381] [added: 135] | | |

| Total current assets | | | [removed: 2,933] [added: 3,249] | | | | | | [removed: 2,723] [added: 2,933] | | |

| Rental equipment, net | | | [removed: 14,001] [added: 14,931] | | | | | | [removed: 13,277] [added: 14,001] | | |

| Property and equipment, net | | | [removed: 903] [added: 1,034] | | | | | | [removed: 839] [added: 903] | | |

| Goodwill | | | [removed: 5,940] [added: 6,900] | | | | | | [removed: 6,026] [added: 5,940] | | |

| Other intangible assets, net | | | [removed: 670] [added: 663] | | | | | | [removed: 452] [added: 670] | | |

| Operating lease right-of-use assets | | | [removed: 1,099] [added: 1,337] | | | | | | [removed: 819] [added: 1,099] | | |

| Other long-term assets | | | [removed: 43] [added: 49] | | | | | | [removed: 47] [added: 43] | | |

| Total assets | | | $ | [removed: 25,589] [added: 28,163] | | | | | $ | [removed: 24,183] [added: 25,589] | |

| Short-term debt and current maturities of long-term debt | | | $ | [removed: 1,465] [added: 1,178] | | | | | $ | [removed: 161] [added: 1,465] | |

| Accounts payable | | | [removed: 905] [added: 748] | | | | | | [removed: 1,139] [added: 905] | | |

| Accrued expenses and other liabilities | | | [removed: 1,267] [added: 1,397] | | | | | | [removed: 1,145] [added: 1,267] | | |

| Total current liabilities | | | [removed: 3,637] [added: 3,323] | | | | | | [removed: 2,445] [added: 3,637] | | |

| Long-term debt | | | [removed: 10,053] [added: 12,228] | | | | | | [removed: 11,209] [added: 10,053] | | |

| Deferred taxes | | | [removed: 2,701] [added: 2,685] | | | | | | [removed: 2,671] [added: 2,701] | | |

| Operating lease liabilities | | | [removed: 895] [added: 1,089] | | | | | | [removed: 642] [added: 895] | | |

| Other long-term liabilities | | | [removed: 173] [added: 216] | | | | | | [removed: 154] [added: 173] | | |

| Total liabilities | | | [removed: 17,459] [added: 19,541] | | | | | | [removed: 17,121] [added: 17,459] | | |

| Common stock—$0.01 par value, 500,000,000 shares authorized, [removed: 115,010,396] [added: 115,179,350] and [removed: 67,269,577] [added: 65,305,731] shares issued and outstanding, respectively, at December 31, [removed: 2023] [added: 2024] and [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] | | | 1 | | | | | | 1 | | |

| Additional paid-in capital | | | [removed: 2,650] [added: 2,691] | | | | | | [removed: 2,626] [added: 2,650] | | |

| Retained earnings | | | [removed: 11,672] [added: 13,813] | | | | | | [removed: 9,656] [added: 11,672] | | |

| Treasury stock at [removed: cost—47,740,819] [added: cost—49,873,619] and [removed: 45,401,527] [added: 47,740,819] shares at December 31, [removed: 2023] [added: 2024] and December 31, [removed: 2022,] [added: 2023,] respectively | | | [removed: (5,965)] [added: (7,478)] | | | | | | [removed: (4,957)] [added: (5,965)] | | |

| Accumulated other comprehensive loss | | | [removed: (228)] [added: (405)] | | | | | | [removed: (264)] [added: (228)] | | |

| Total stockholders’ equity | | | [removed: 8,130] [added: 8,622] | | | | | | [removed: 7,062] [added: 8,130] | | |

| Total liabilities and stockholders’ equity | | | $ | [removed: 25,589] [added: 28,163] | | | | | $ | [removed: 24,183] [added: 25,589] | |

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

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Equipment rentals | | | $ | [removed: 12,064] [added: 13,029] | | | | | $ | [removed: 10,116] [added: 12,064] | | | | | $ | [removed: 8,207] [added: 10,116] | |

| Sales of rental equipment | | | [removed: 1,574] [added: 1,521] | | | | | | [removed: 965] [added: 1,574] | | | | | | [removed: 968] [added: 965] | | |

| Sales of new equipment | | | [removed: 218] [added: 282] | | | | | | [removed: 154] [added: 218] | | | | | | [removed: 203] [added: 154] | | |

| Contractor supplies sales | | | [removed: 146] [added: 155] | | | | | | [removed: 126] [added: 146] | | | | | | [removed: 109] [added: 126] | | |

January 29, 2025

| Dividends declared (3) | | | | | | | | | | | | | | | | | | | | | (434) | | | | | | | | | | | | | | | | | | | | |

| Repurchase of common stock | | | (2) | | | | | | | | | | | | | | | | | | | | | | | | 2 | | | | | | (1,513) | | | | | | | | |

| Balance at December 31, 2024 | | | 65 | | | | | | $ | 1 | | | | | $ | 2,691 | | | | | $ | 13,813 | | | | | 50 | | | | | | $ | (7,478) | | | | | $ | (405) | |

| Net income | | | $ | 2,575 | | | | | $ | 2,424 | | | | | $ | 2,105 | |

Long-lived assets

*Disaggregation of Income Statement Expenses.* In November 2024, the FASB issued ASU 2024-03, which requires more detailed disclosures about specified categories of expenses (including employee compensation, depreciation, and amortization) included in certain expense captions presented on the face of the income statement.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, may be applied prospectively or retrospectively, and allows for early adoption.

We are currently assessing the impact this standard will have on our financial statements.

We have adopted this guidance, which did not have an impact on our financial statements, although it did result in expanded reportable segment disclosures, which are included in note 5 to our consolidated financial statements.

Most of our revenue is recognized at a point-in-time or over a period of

On March 15, 2024, we completed the acquisition of Yak Access, LLC, Yak Mat, LLC and New South Access & Environmental Solutions, LLC (collectively, “Yak”).

Yak was a leader in the North American matting industry with a fleet of approximately 600,000 hardwood, softwood, and composite mats that provide surface protection across both construction and maintenance, repair and operations (“MRO”) applications, and served customers primarily in the industrial sector across over 40 states.

- Provided entry into the matting market via an industry leader with established scale across fleet, operations, and talent;

- Augmented exposure to the energy and power verticals, where significant investment is expected over the next several decades; and

- Enhanced our one-stop-shop value proposition with immediate cross-selling opportunities to existing and new construction and MRO customers.

The acquisition date fair value of the purchase price to acquire Yak was $1.158 billion, comprised of cash and $41 of estimated contingent consideration ($50 is the maximum amount of contingent consideration) that could become payable to the seller based on revenue attainment in the first two years after closing.

The purchase price allocations for these assets and liabilities are based on preliminary valuations and are subject to change as we obtain additional information during the acquisition measurement period, although we do not expect material future changes.

| Intangible assets (customer relationships) (2) | | | | | | 150 | | |

| Goodwill (3) | | | | | | 828 | | |

(1)The estimated fair value of accounts receivables acquired was $99, and the gross contractual amount was $102.

We estimated that $3 would be uncollectible.

(2)The customer relationships are being amortized over a 6 year life.

As noted above, we have not yet obtained all the information required to finalize the valuations of the assets acquired and liabilities assumed.

As such, goodwill could change from the amount noted above, although we do not expect material future changes.

The total post-acquisition revenue attributable to the acquired Yak locations was $322 for the year ended December 31, 2024.

The pro forma information includes adjustments to record the acquired assets and liabilities of Yak at their respective fair values and to give effect to the financing for the acquisition.

The pro forma adjustments reflected in the table below are subject to change as additional analysis is performed.

The purchase price allocations for the assets acquired and liabilities assumed are based on preliminary valuations and are subject to change as we obtain additional information during the acquisition measurement period, although we do not expect material future changes.

Increases or decreases in the estimated fair values of the net assets acquired may impact our statements of income in future periods.

| | | | 2024 | | | | | | 2023 | | | | | | | | | | | | | | |

| Yak historic revenues (2) | | | 97 | | | | | | 353 | | | | | | | | | | | | | | |

| Elimination of refinancing transactions (7) | | | (40) | | | | | | (101) | | | | | | | | | | | | | | |

| Transaction bonuses and other (8) | | | 22 | | | | | | 3 | | | | | | | | | | | | | | |

(1)United Rentals historic revenue for the year ended December 31, 2024 includes the post-acquisition revenue attributable to the acquired Yak locations of $322 that is discussed above.

Pro forma revenue for the year ended December 31, 2024 includes $419 of pre/post-acquisition revenue from the acquired Yak locations, comprised of $97 of historic Yak revenue and $322 of post-acquisition revenue attributable to the acquired Yak locations.

(2)Yak revenue reflects only the historical results of the entities being acquired, and includes an estimate of revenue from mat rentals to a commonly controlled entity that were eliminated in consolidation by Yak.

There were no material changes to the useful lives and salvage values of the acquired equipment.

(7)Reflects gains on the extinguishment of debt, net of refinancing transaction expenses.

(8)Primarily reflects bonuses paid in connection with the acquisition.

| | | | | | |

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

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

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

| Merger related costs | | | — | | | | | | — | | | | | | 3 | | |

| Balance at January 1, 2021 | | | 72 | | | | | | $ | 1 | | | | | $ | 2,482 | | | | | $ | 6,165 | | | | | 42 | | | | | | $ | (3,957) | | | | | $ | (146) | |

| Fixed price diesel swaps | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1 | | |

We completed the acquisition of General Finance in May 2021, and all of the assets in the Mobile Storage reporting unit were acquired in the General Finance acquisition.

The estimated fair value of our Mobile Storage reporting unit exceeded its carrying

amount by eight percent.

As all of the assets in the Mobile Storage reporting unit were recorded at fair value as of the May 2021 acquisition date, we expected the percentages by which the fair values for this reporting unit exceeded the carrying value to be significantly less than the equivalent percentages determined for our other reporting units.

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.

*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.

In April 2023, our term loan facility was amended to transition to an interest rate based on the Secured Overnight Financing Rate ("SOFR").

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.

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

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

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

- Created immediate cross-sell opportunities to an expanded customer base.

The aggregate consideration paid to acquire Ahern Rentals was $1.988 billion.

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 | | |

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

(1)The following table reflects the fair values and useful lives of the acquired intangible assets identified based on our purchase accounting assessments:

| | | | | | | | | |

| | | | Fair value | | | Life (years) | | |

| Total | | | $ | 428 | | | | |

Additionally, in the first quarter of 2023, we initiated a restructuring program following the closing of the Ahern Rentals acquisition, and the costs under this program are included in “Restructuring charge” in our consolidated statements of income.

| | | | | | | | | | | | | | | | | | | | | | 2022 | | |

| Ahern Rentals historic revenues | | | | | | | | | | | | | | | | | | | | | 827 | | |

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

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: 2023.][added: 2024.]

Based on this assessment, our management has concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

We have audited United Rentals, Inc.’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, United Rentals, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated January [removed: 24, 2024] [added: 29, 2025] expressed an unqualified opinion thereon.

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2023] [added: 2024] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

January 29, 2025

January 24, 2024

The information required by this Item is incorporated by reference to the applicable information in our Proxy Statement related to the [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which is expected to be filed with the SEC on or before March [removed: 27, 2024] [added: 26, 2025] (the [removed: “2024] [added: “2025] Proxy Statement”).

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2024] [added: 2025] Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2024] [added: 2025] Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2024] [added: 2025] Proxy Statement.

The information required by this Item is incorporated by reference to the applicable information in the [removed: 2024] [added: 2025] Proxy Statement.

United Rentals, Inc. Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

United Rentals, Inc. Consolidated Statements of Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

United Rentals, Inc. Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

United Rentals, Inc. Consolidated Statements of Stockholders' Equity for the years ended December [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

United Rentals, Inc. Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

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

| 2 | | | (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, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/1067701/000110465922117558/tm2230360d1_ex2-1.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1067701/000110465922117558/tm2230360d1_ex2-1.htm)] | | |

| 3 | | | (a) | | | [removed: [Sixth] [added: [Seventh Amended and] Restated Certificate of Incorporation of United Rentals, [removed: Inc., dated] [added: effective] May [removed: 4, 2023] [added: 9, 2024] (incorporated by reference to Exhibit [removed: 3.2] [added: 3.1] of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on May [removed: 4, 2023)](http://www.sec.gov/Archives/edgar/data/1067701/000095017023017888/uri-ex3_2.htm)] [added: 9, 2024)](https://www.sec.gov/Archives/edgar/data/1067701/000095017024057053/uri-ex3_1.htm)] | | |

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

| 3 | | | (c) | | | [Restated Certificate of Incorporation of United Rentals (North America), Inc., dated April 30, 2012 (incorporated by reference to Exhibit 3(c) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/1047166/000106770113000016/uri-6302013xex3c.htm)] [added: 2013)](https://www.sec.gov/Archives/edgar/data/1047166/000106770113000016/uri-6302013xex3c.htm)] | | |

| 3 | | | (d) | | | [By-laws of United Rentals (North America), Inc., dated May 8, 2013 (incorporated by reference to Exhibit 3(d) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, [removed: 2013)](http://www.sec.gov/Archives/edgar/data/1047166/000106770113000016/uri-6302013xex3d.htm)] [added: 2013)](https://www.sec.gov/Archives/edgar/data/1047166/000106770113000016/uri-6302013xex3d.htm)] | | |

| 4 | | | (a) | | | [Form of Certificate representing United Rentals, Inc. Common Stock (incorporated by reference to Exhibit 4 of Amendment No. 2 to the United Rentals, Inc. Registration Statement on Form S-l, Registration No. 333-39117, filed on December 3, [removed: 1997)](http://www.sec.gov/Archives/edgar/data/1047166/0000950130-97-005379.txt)] [added: 1997)](https://www.sec.gov/Archives/edgar/data/1047166/0000950130-97-005379.txt)] | | |

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

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

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

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

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

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

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

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

| 4 | | | (j) | | | [Indenture for the 6.000% Senior Secured Notes due 2029, dated as of November 30, 2022, among United Rentals (North America), Inc., United Rentals, Inc., each of United Rentals (North America), Inc.’s subsidiaries named therein and Truist Bank, as Trustee and Notes Collateral Agent (including the form of note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on November 30, [removed: 2022)](http://www.sec.gov/Archives/edgar/data/1067701/000110465922123250/tm2231588d1_ex4-1.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1067701/000110465922123250/tm2231588d1_ex4-1.htm)] | | |

| 4 | | | [removed: (k)*] [added: (l)*] | | | [Description of United Rentals’ Securities Registered Pursuant to Section 12 of the Exchange [removed: Act](https://www.sec.gov/Archives/edgar/data/1067701/000106770124000007/uri-2023123110kex4k.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/1067701/000106770125000008/uri-2024123110kex4l.htm)] | | |

| 10 | | | (a) | | | [2001 Comprehensive Stock Plan of United Rentals, Inc. (formerly the 2001 Senior Stock Plan) (incorporated by reference to Exhibit 10(f) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2006, Commission File No. [removed: 001-14387)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312506164103/dex10f.htm)] [added: 001-14387)‡](https://www.sec.gov/Archives/edgar/data/1047166/000119312506164103/dex10f.htm)] | | |

| 10 | | | (b) | | | [United Rentals, Inc. Deferred Compensation Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on December 19, [removed: 2008)‡](http://www.sec.gov/Archives/edgar/data/1047166/000101905608001457/ex10_1.htm)] [added: 2008)‡](https://www.sec.gov/Archives/edgar/data/1047166/000101905608001457/ex10_1.htm)] | | |

| 10 | | | (c) | | | [United Rentals, [removed: Inc. Deferred] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1047166/000106770113000004/uri-2012123110kex10f.htm) [Executive Nonqualified](https://www.sec.gov/Archives/edgar/data/1047166/000106770113000004/uri-2012123110kex10f.htm) [Excess Plan (also referred to as](https://www.sec.gov/Archives/edgar/data/1047166/000106770113000004/uri-2012123110kex10f.htm) [Deferred] Compensation [removed: Plan,] [added: Plan](https://www.sec.gov/Archives/edgar/data/1047166/000106770113000004/uri-2012123110kex10f.htm)[)](https://www.sec.gov/Archives/edgar/data/1047166/000106770113000004/uri-2012123110kex10f.htm)[,] as amended and restated, effective January 1, 2013 (incorporated by reference to Exhibit 10(f) of the United Rentals, Inc. Report on Form 10-K for year ended December 31, [removed: 2012)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770113000004/uri-2012123110kex10f.htm)] [added: 2012)‡](https://www.sec.gov/Archives/edgar/data/1047166/000106770113000004/uri-2012123110kex10f.htm)] | | |

| 10 | | | (d) | | | [United Rentals, Inc. Deferred Compensation Plan for Directors, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on December 19, [removed: 2008)‡](http://www.sec.gov/Archives/edgar/data/1047166/000101905608001457/ex10_2.htm)] [added: 2008)‡](https://www.sec.gov/Archives/edgar/data/1047166/000101905608001457/ex10_2.htm)] | | |

| 10 | | | (e) | | | [Amendment Number One to the United Rentals, Inc. Deferred Compensation Plan for Directors, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10(h) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, [removed: 2010)‡](http://www.sec.gov/Archives/edgar/data/1047166/000119312511020326/dex10h.htm)] [added: 2010)‡](https://www.sec.gov/Archives/edgar/data/1047166/000119312511020326/dex10h.htm)] | | |

| 10 | | | [removed: (f)*] [added: (f)] | | | [United Rentals, Inc. 2019 Annual Incentive Compensation Plan as amended October 18, [removed: 2023‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770124000007/uri-2023123110kex10f.htm)] [added: 2023 (incorporated by reference to Exhibit 10(f) of the United Rentals, Inc. and United Rentals (North America), Inc. Annual Report on Form 10-K for the year ended December 31, 2023)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770124000007/uri-2023123110kex10f.htm)] | | |

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

| 10 | | | (h) | | | [United Rentals, Inc. Second Amended and Restated 2010 Long Term Incentive Plan (incorporated by reference to Appendix C of the United Rentals, Inc. Proxy Statement on Schedule 14A filed on March 26, [removed: 2014)‡](http://www.sec.gov/Archives/edgar/data/1067701/000119312514116572/d667430ddef14a.htm#tx667430_18)] [added: 2014)‡](https://www.sec.gov/Archives/edgar/data/1067701/000119312514116572/d667430ddef14a.htm#tx667430_18)] | | |

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

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

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

| 10 | | | (l) | | | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Non-Employee Directors, effective for grants beginning in May 2017, as 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, [removed: 2022)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10l.htm)] [added: 2022)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10l.htm)] | | |

| 10 | | | (m) | | | [Form of United Rentals, Inc. Restricted Stock Unit Agreement for Non-Employee Directors, effective for grants of awards beginning in May 2019, as 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, [removed: 2022)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10m.htm)] [added: 2022)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10m.htm)] | | |

| 10 | | | [removed: (n)] [added: (o)] | | | [Form of [removed: United Rentals, Inc. Performance-Based] Restricted Stock Unit Agreement [added: (Performance Based)] for Senior Management; effective for grants beginning in [removed: 2015,] [added: 2021,] as [removed: amended] [added: amended‡] (incorporated by reference to Exhibit [removed: 10(n)] [added: 10(u)] of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, [removed: 2022)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10n.htm)] [added: 2022)](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10u.htm)[‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10u.htm)] | | |

| 10 | | | [removed: (o)] [added: (q)] | | | [Form of [removed: United Rentals, Inc. Performance-Based] Restricted Stock Unit Agreement [added: (Performance Based)] for Senior Management; effective for grants beginning in [removed: 2020, as amended] [added: 2023] (incorporated by reference to Exhibit [removed: 10(o)] [added: 10(w)] of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, [removed: 2022)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10o.htm)] [added: 2022)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10w.htm)] | | |

| 10 | | | (p) | | | [Form of [removed: United Rentals, Inc.] Restricted Stock Unit Agreement for Senior Management; effective for grants beginning in [removed: 2015] [added: 2021,] as [removed: amended] [added: amended‡] (incorporated by reference to Exhibit [removed: 10(p)] [added: 10(v)] of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, [removed: 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)] [added: 2022)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10v.htm)] | | |

| 10 | | | [removed: (q)] [added: (r)] | | | [Form of [removed: United Rentals, Inc.] Restricted Stock Unit Agreement for Senior [removed: Management,] [added: Management;] effective for grants [removed: of awards] beginning in [removed: May 2019, as amended] [added: 2023] (incorporated by reference to Exhibit [removed: 10(q)] [added: 10(x)] of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, [removed: 2022)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10q.htm)] [added: 2022)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10x.htm)] | | |

| 10 | | | [removed: (r)] [added: (s)] | | | [Form of Restricted Stock Unit Agreement for [removed: Michael Kneeland, dated March 11, 2019, as amended] [added: Senior Management; effective for grants beginning in 2024] (incorporated by reference to Exhibit [removed: 10(r)] [added: 10(y)] of the United Rentals, Inc. [added: and United Rentals (North America), Inc.] Annual Report on Form 10-K for the year ended December 31, [removed: 2022)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000010/uri-2022123110kex10r.htm)] [added: 2023)‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770124000007/uri-2023123110kex10y.htm)] | | |

| 4 | | | (k) | | | [Indenture for the 6.125% Senior Notes due 2034, dated as of March 11, 2024, among United Rentals (North America), Inc., United Rentals, Inc., each of United Rentals (North America), Inc.’s subsidiaries named therein and Truist Bank, as Trustee (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on March 11, 2024 )](https://www.sec.gov/Archives/edgar/data/1067701/000110465924033017/tm248403d1_ex4-1.htm) | | |

| 10 | | | (ccc) | | | [Assignment and Acceptance Agreement and Amendment No. 16 to Third Amended and Restated Receivables Purchase Agreement and Amendment No. 9 to Third Amended and Restated Purchase and Contribution Agreement, dated as of May 24, 2024, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, GTA Funding LLC, The Bank of Nova Scotia, PNC Bank, National Association, MUFG Bank, Ltd., Truist Bank, The Toronto-Dominion Bank and Regions Bank (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. and United Rentals (North America), Inc](https://www.sec.gov/Archives/edgar/data/1067701/000110465924065194/tm2415469d1_ex10-1.htm)[. Current Report on Form 8-K filed on May 24, 2024)](https://www.sec.gov/Archives/edgar/data/1067701/000110465924065194/tm2415469d1_ex10-1.htm) | | |

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| /S/ JULIE M. HEUER BRANDT | | | | | | Director | | | | | | January 29, 2025 | | |

| Julie M. Heuer Brandt | | | | | | | | | | | | | | |

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

| Exhibit Number | | | | | | Description of Exhibit | | |

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

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

| 10 | | | (gg)* | | | [First Amendment to the Employment Agreement between United Rentals, Inc. and Matthew Flannery effective November 9, 2023‡](https://www.sec.gov/Archives/edgar/data/1067701/000106770124000007/uri-2023123110kex10gg.htm) | | |

| 10 | | | (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 | | | (jj) | | | [Employment Agreement, effective as of January 20, 2016 between United Rentals, Inc. and Craig Pintoff (incorporated by reference to Exhibit 10(tt) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2015)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770116000039/uri-2015123110kex10tt.htm) | | |

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

| 10 | | | (ll) | | | [Employment Agreement, dated October 12, 2018, between United Rentals, Inc. and Andrew Limoges (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended September 30, 2018)](http://www.sec.gov/Archives/edgar/data/1047166/000106770118000031/uri-9302018xex10b.htm) | | |

| 10 | | | (mm) | | | [Employment Agreement, effective as of July 29, 2022, between United Rentals, Inc. and William Edward Grace (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by United Rentals, Inc. on July 22, 2022)](http://www.sec.gov/Archives/edgar/data/1047166/000119312522200101/d368350dex101.htm) | | |

| 10 | | | (nn) | | | [Employment Agreement, effective as of May 12, 2023, between United Rentals, Inc. and Joli Gross (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2023)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000032/uri-6302023xex10b.htm) | | |

| 10 | | | (oo) | | | [Employment Agreement, effective as of May 12, 2023, between United Rentals, Inc. and Tony Leopold (incorporated by reference to Exhibit 10(c) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2023)‡](http://www.sec.gov/Archives/edgar/data/1067701/000106770123000032/uri-6302023xex10c.htm) | | |

| 10 | | | (qq) | | | [Form of Indemnification Agreement for Executive Officers and Directors (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended September 30, 2014)‡](http://www.sec.gov/Archives/edgar/data/1047166/000106770114000033/uri-9302014xex10a.htm) | | |

| 10 | | | (sss) | | | [Amendment No. 2 to Credit and Guaranty Agreement, dated as of April 10, 2023, among the financial institutions from time to time parties thereto, Bank of America, N.A., as agent, United Rentals, Inc., United Rentals (North America), Inc., and certain subsidiaries of United Rentals, Inc. referred to therein (incorporated by reference to Exhibit 10(a) to the United Rentals, Inc. and United Rentals (North America), Inc. Form 10-Q for the quarter ended June 30, 2023)](http://www.sec.gov/Archives/edgar/data/1047166/000106770123000032/uri-6302023xex10a.htm) | | |

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

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

| /S/ JOSÉ B. ALVAREZ | | | | | | Director | | | | | | January 24, 2024 | | |

| José B. Alvarez | | | | | | | | | | | | | | |