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Item 9A. Controls and Procedures

2022-01-26 compared with 2021-01-27 · 105 added, 139 removed, 325 unchanged (43% of the section changed)

24 unchanged sentences

(the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes of the Company and our report dated January 27, 2021 expressed an unqualified opinion thereon.

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, 2021 and 2020, and the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and schedule of the Company and our report dated January 26, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

21 unchanged sentences

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

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

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

Executive Compensation

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

The information required by this Item is incorporated by reference to the applicable information in the 2022 Proxy Statement.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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

The information required by this Item is incorporated by reference to the applicable information in the 2022 Proxy Statement.

Certain Relationships and Related Transactions, and Director Independence

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

The information required by this Item is incorporated by reference to the applicable information in the 2022 Proxy Statement.

Principal Accountant Fees and Services

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

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

The information required by this Item is incorporated by reference to the applicable information in the 2022 Proxy Statement.

Exhibits and Financial Statement Schedules

21 unchanged sentences

Number Description of Exhibit

2 (a) Agreement and Plan of Merger, dated as of December 15, 2011, by and between United Rentals, Inc.

and RSC Holdings Inc.

(incorporated by reference to Exhibit 2.1 of the United Rentals, Inc.

Report on Form 8-K filed on December 21, 2011)

2 (b) Agreement and Plan of Merger, dated as of April 30, 2012, by and between United Rentals (North America), Inc.

and UR Merger Sub Corporation (incorporated by reference to Exhibit 1.1 of the United Rentals, Inc.

Report on Form 8-K filed on May 3, 2012)

2 (c) Asset Purchase Agreement, dated as of March 7, 2014, by and among United Rentals (North America), Inc.

and United Rentals of Canada, Inc., on the one hand, and LD Services, LLC, National Pump & Compressor, Ltd., Canadian Pump & Compressor Ltd., GulfCo Industrial Equipment, L.P.

(collectively, the “Sellers”) and the general partner and limited partners, members, shareholders or other equity holders of each Seller, as the case may be, on the other hand (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc.

Report on Form 8-K filed on March 10, 2014)

2 (d) Agreement and Plan of Merger, dated as of January 25, 2017, by and among United Rentals (North America), Inc., UR Merger Sub II Corporation, NES Rentals Holdings II, Inc.

and Diamond Castle Holdings, LLC, solely in its capacity as the Stockholder Representative (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc.

and United Rentals (North America), Inc.

Current Report on Form 8-K filed on January 27, 2017)

2 (e) Agreement and Plan of Merger, dated as of August 16, 2017, by and among United Rentals (North America), Inc., UR Merger Sub III Corporation and Neff Corporation (incorporated herein by reference to Exhibit 2.1 of the United Rentals, Inc.

and United Rentals (North America), Inc.

Current Report on Form 8-K filed on August 17, 2017)

2 (f) Agreement and Plan of Merger, dated as of June 30, 2018, by and among United Rentals, Inc., UR Merger Sub IV Corporation and BakerCorp International Holdings, Inc.

2 (a) Agreement and Plan of Merger, dated as of June 30, 2018, by and among United Rentals, Inc., UR Merger Sub IV Corporation and BakerCorp International Holdings, Inc.

(incorporated by reference to Exhibit 2.1 of the United Rentals, Inc.

1 unchanged sentence

Current Report on Form 8-K filed on July 2, 2018)

Number Description of Exhibit

2 (g) Agreement and Plan of Merger, dated as of September 10, 2018, by and among United Rentals, Inc., UR Merger Sub V Corporation, Vander Holding Corporation and Platinum Equity Advisors, LLC, solely in its capacity as the initial Holder Representative thereunder (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc.

and United Rentals (North America), Inc.

Current Report on Form 8-K filed on September 10, 2018)

3 (a) Fifth Amended and Restated Certificate of Incorporation of United Rentals, Inc.

, dated May 7, 2020 (incorporated by reference to Exhibit 3.2 of the United Rentals, Inc.

2 (b) 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, 2021)

3 (a) Fifth Amended and Restated Certificate of Incorporation of United Rentals, Inc., dated May 7, 2020 (incorporated by reference to Exhibit 3.2 of the United Rentals, Inc.

and United Rentals (North America), Inc.

12 unchanged sentences

333-39117, filed on December 3, 1997)

4 (b) Indenture for the 5 7/8 percent Notes due 2026, dated as of May 13, 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 May 13, 2016)

4 (c) Indenture for the 5 1/2 percent Notes due 2027, dated as of November 7, 2016, among United Rentals (North America), Inc.

4 (b) Indenture for the 5 1/2 percent Notes due 2027, dated as of November 7, 2016, among United Rentals (North America), Inc.

Report on Form 8-K filed on November 7, 2016)

4 (d) Indenture for the 4 7/8 percent Notes due 2028, dated as of August 11, 2017, among United Rentals (North America), Inc.

Number Description of Exhibit

4 (c) Indenture for the 4 7/8 percent Notes due 2028, dated as of August 11, 2017, among United Rentals (North America), Inc.

Report on Form 8-K filed on August 11, 2017)

4 (e) Indenture for the 4 7/8 percent Notes due 2028, dated as of September 22, 2017, among United Rentals (North America), Inc.

4 (d) Indenture for the 4 7/8 percent Notes due 2028, dated as of September 22, 2017, among United Rentals (North America), Inc.

Report on Form 8-K filed on September 22, 2017)

4 (f) 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.

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, 2019)

4 (g) 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.

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, 2019)

4 (h) 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.

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, 2020)

Number Description of Exhibit

4 (i) 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.

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, 2020)

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, 2021)

4 (j)* Description of United Rentals’ Securities Registered Pursuant to Section 12 of the Exchange Act

7 unchanged sentences

10 (c) United Rentals, Inc.

Deferred Compensation Plan for Directors, as amended and restated, effective January 1, 2013 (incorporated by reference to Exhibit 10(f) of the United Rentals, Inc.

Deferred Compensation Plan, as amended and restated, effective January 1, 2013 (incorporated by reference to Exhibit 10(f) of the United Rentals, Inc.

Report on Form 10-K for year ended December 31, 2012)‡

6 unchanged sentences

Annual Report on Form 10-K for the year ended December 31, 2010)‡

Number Description of Exhibit

10 (f) United Rentals, Inc.

2 unchanged sentences

10 (g) United Rentals, Inc.

Long-Term Incentive Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.5 of the United Rentals, Inc.

Report on Form 8-K, Commission File No.

001-14387, filed on December 19, 2008)‡

10 (h) United Rentals, Inc.

2019 Long Term Incentive Plan (incorporated by reference to Appendix A of the United Rentals, Inc.

Proxy Statement on Schedule 14A filed on March 26, 2019)‡

10 (i) United Rentals, Inc.

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, 2014)‡

10 (j) Form of United Rentals, Inc.

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, 2010)‡

10 (k) United Rentals, Inc.

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.

1 unchanged sentence

001-14387, filed on December 19, 2008)‡

10 (l) Amendment Number One to the United Rentals, Inc.

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, 2010)‡

10 (m) Form of United Rentals, Inc.

Restricted Stock Unit Agreement for Senior Management (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc.

Report on Form 10-Q for the quarter ended June 30, 2006, Commission File No.

10 (n) Form of United Rentals, Inc.

10 (l) Form of United Rentals, Inc.

Restricted Stock Unit Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10(c) of the United Rentals, Inc.

Report on Form 10-Q for the quarter ended June 30, 2006, Commission File No.

10 (o) Form of United Rentals, Inc.

10 (m) Form of United Rentals, Inc.

Restricted Stock Unit Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10(a) United Rentals, Inc.

Report on Form 10-Q for the quarter ended June 30, 2017)‡

Number Description of Exhibit

10 (p) Form of United Rentals, Inc.

10 (n) Form of United Rentals, Inc.

Restricted Stock Unit Agreement for Non-Employee Directors, effective for grants of awards beginning in May 2019 (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc.

Report on Form 10-Q for the quarter ended June 30, 2019)‡

10 (q) Form of United Rentals, Inc.

Stock Option Agreement for Senior Management (incorporated by reference to Exhibit 10.4 of the United Rentals, Inc.

Report on Form 10-Q for the quarter ended June 30, 2009)‡

10 (r) Form of United Rentals, Inc.

Stock Option Agreement for Senior Management, effective for grants of awards beginning in 2010 (incorporated by reference to Exhibit 10(d) of the United Rentals, Inc.

Report on Form 10-Q for the quarter ended March 31, 2010)‡

10 (s) Form of United Rentals, Inc.

10 (o) Form of United Rentals, Inc.

Performance-Based Restricted Stock Unit Agreement for Senior Management;

effective for grants beginning in 2015 (incorporated by reference to Exhibit 10(i) o f the United Rentals, Inc.

effective for grants beginning in 2015 (incorporated by reference to Exhibit 10(i) of the United Rentals, Inc.

Report on Form 10-Q for the quarter ended March 31, 2015)‡

10 (t) Form of United Rentals, Inc.

10 (p) Form of United Rentals, Inc.

Performance-Based Restricted Stock Unit Agreement for Senior Management;

1 unchanged sentence

Report on Form 10-K for the year ended December 31, 2019)‡

10 (u) Form of United Rentals, Inc.

Performance-Based Restricted Stock Unit Agreement for Chief Executive Officer;

effective for grants beginning in 2017‡ (incorporated by reference to Exhibit 10(r) of the United Rentals, Inc.

Annual Report on Form 10-K for the year ended December 31, 2018)‡

10 (v) Form of United Rentals, Inc.

10 (q) Form of United Rentals, Inc.

Restricted Stock Unit Agreement for Senior Management;

effective for grants beginning in 2015 (incorporated by reference to Exhibit 10(h) o f the United Rentals, Inc.

effective for grants beginning in 2015 (incorporated by reference to Exhibit 10(h) of the United Rentals, Inc.

Report on Form 10-Q for the quarter ended March 31, 2015)‡

10 (w) Form of United Rentals, Inc.

10 (r) Form of United Rentals, Inc.

Restricted Stock Unit Agreement for Senior Management, effective for grants of awards beginning in May 2019 (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc.

Report on Form 10-Q for the quarter ended June 30, 2019)‡

10 (x) Form of United Rentals, Inc.

Restricted Stock Unit Agreement for Chief Executive Officer;

effective for grants beginning in 2017‡ (incorporated by reference to Exhibit 10(t) of the United Rentals, Inc.

Annual Report on Form 10-K for the year ended December 31, 2018)‡

10 (y) Form of Restricted Stock Unit Agreement for Michael Kneeland, dated March 11, 2019 (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc.

10 (s) Form of Restricted Stock Unit Agreement for Michael Kneeland, dated March 11, 2019 (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc.

and United Rentals (North America), Inc.

Current Report on Form 8-K filed on March 15, 2019)‡

10 (z) Form of Restricted Stock Unit Agreement (Performance Based) for Michael Kneeland, dated March 11, 2019 (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc.

10 (t) Form of Restricted Stock Unit Agreement (Performance Based) for Michael Kneeland, dated March 11, 2019 (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc.

and United Rentals (North America), Inc.

Current Report on Form 8-K filed on March 15, 2019)‡

10 (aa) Board of Directors compensatory plans, as described under the caption "Director Compensation" in the United Rentals, Inc.

10 (u) Board of Directors compensatory plans, as described under the caption "Director Compensation" in the United Rentals, Inc.

definitive proxy statement to be filed with the Securities and Exchange Commission (in connection with the Annual Meeting of Stockholders) on or before March 22, 2022

10 (bb)* Form of Restricted Stock Unit Agreement (Performance Based) for Senior Management;

effective for grants beginning in 2021‡

10 (cc)* Form of Restricted Stock Unit Agreement for Senior Management;

effective for grants beginning in 2021‡

10 (dd) Employment Agreement, dated as of August 22, 2008, between United Rentals, Inc.

10 (v) Form of Restricted Stock Unit Agreement (Performance Based) for Senior Management;

effective for grants beginning in 2021 (incorporated by reference to Exhibit 10(bb) of the United Rentals, Inc.

Report on Form 10-K for the year ended December 31, 2020) ‡

Number Description of Exhibit

10 (w) Form of Restricted Stock Unit Agreement for Senior Management;

effective for grants beginning in 2021 (incorporated by reference to Exhibit 10(cc) of the United Rentals, Inc.

Report on Form 10-K for the year ended December 31, 2020) ‡

10 (x) Employment Agreement, dated as of August 22, 2008, between United Rentals, Inc.

and Michael J.

2 unchanged sentences

001-14387, filed on August 25, 2008)‡

10 (ee) First (renumbered Second) Amendment, dated January 15, 2009, to the Employment Agreement between United Rentals, Inc.

10 (y) First (renumbered Second) Amendment, dated January 15, 2009, to the Employment Agreement between United Rentals, Inc.

and Michael J.

2 unchanged sentences

001-14387, filed on January 15, 2009)‡

10 (ff) Third Amendment, dated March 13, 2009, to the Employment Agreement between United Rentals, Inc.

10 (z) Third Amendment, dated March 13, 2009, to the Employment Agreement between United Rentals, Inc.

and Michael J.

1 unchanged sentence

Report on Form 8-K filed on March 17, 2009)‡

Number Description of Exhibit

10 (gg) Fourth Amendment, effective as of August 22, 2008, to the Employment Agreement between United Rentals, Inc.

10 (aa) Fourth Amendment, effective as of August 22, 2008, to the Employment Agreement between United Rentals, Inc.

and Michael J.

1 unchanged sentence

Annual Report on Form 10-K for the year ended December 31, 2010)‡

10 (hh) Fifth Amendment, effective October 22, 2012, to the Employment Agreement between United Rentals, Inc.

10 (bb) Fifth Amendment, effective October 22, 2012, to the Employment Agreement between United Rentals, Inc.

and Michael J.

1 unchanged sentence

Report on Form 10-K for year ended December 31, 2012)‡

10 (ii) Form of 2001 Comprehensive Stock Plan Restricted Stock Unit Agreement with Michael J.

Kneeland (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc.

Report on Form 8-K, Commission File No.

001-14387, filed on August 25, 2008)‡

10 (jj) Restricted Stock Unit Agreement, dated as of March 11, 2019, by and between United Rentals, Inc.

10 (cc) Restricted Stock Unit Agreement, dated as of March 11, 2019, by and between United Rentals, Inc.

and Michael J.

2 unchanged sentences

Current Report on Form 8-K, filed on March 15, 2019)‡

10 (kk) Restricted Stock Unit Agreement (Performance Based), dated as of March 11, 2019, by and between United Rentals, Inc.

10 (dd) Restricted Stock Unit Agreement (Performance Based), dated as of March 11, 2019, by and between United Rentals, Inc.

and Michael J.

2 unchanged sentences

Current Report on Form 8-K, filed on March 15, 2019)‡

10 (ll) Letter Agreement with William B.

Plummer (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc.

and United Rentals (North America), Inc.

Current Report on Form 8-K filed on July 2, 2018)‡

10 (mm) Employment Agreement, dated as of May 8, 2019, between United Rentals, Inc.

10 (ee) Employment Agreement, dated as of May 8, 2019, between United Rentals, Inc.

and Matthew Flannery (incorporated by reference to Exhibit 10(c) of the United Rentals, Inc.

Report on Form 10-Q for the quarter ended June 30, 2019)‡

10 (nn) Amended Employment Agreement, dated April 28, 2008, between United Rentals, Inc.

10 (ff) Amended Employment Agreement, dated April 28, 2008, between United Rentals, Inc.

and Dale Asplund (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc.

Report on Form 10-Q for the quarter ended March 31, 2011)‡

10 (oo) Second Amendment, effective as of April 3, 2013, to the Employment Agreement between United Rentals, Inc.

10 (gg) 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)‡

10 (pp) Employment Agreement, effective as of October 12, 2018, between the Company and Jessica T.

Graziano (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed on October 12, 2018)‡

10 (qq) Employment Agreement, effective as of January 20, 2016 between United Rentals, Inc.

10 (hh) Employment Agreement, effective as of October 12, 2018, between the Company and Jessica T.

Graziano (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed on October 12, 2018)‡

10 (ii) Employment Agreement, effective as of January 20, 2016 between United Rentals, Inc.

and Jeffrey Fenton (incorporated by reference to Exhibit 10(ss) of the United Rentals, Inc.

Annual Report on Form 10-K for the year ended December 31, 2015)‡

10 (rr) Employment Agreement, effective as of January 20, 2016 between United Rentals, Inc.

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)‡

10 (ss) Employment Agreement, dated October 12, 2018, between United Rentals, Inc.

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) ‡

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)

10 (tt) Severance Agreement and General Release, dated September 21, 2020, between United Rentals, Inc.

Number Description of Exhibit

10 (mm) Severance Agreement and General Release, dated September 21, 2020, between United Rentals, Inc.

and Paul McDonnell (including a form of Consulting Agreement) (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc.

1 unchanged sentence

Current Report on Form 8-K filed on September 22, 2020)

10 (uu) Form of Indemnification Agreement for Executive Officers and Directors (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc.

10 (nn) 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)‡

Number Description of Exhibit

10 (vv) Third Amended and Restated Credit Agreement, dated as of February 15, 2019, among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc.

10 (oo) Third Amended and Restated Credit Agreement, dated as of February 15, 2019, among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc.

and United Rentals (North America), Inc., United Rentals of Canada, Inc., United Rentals International B.V., United Rentals S.A.S., Bank of America N.A., and the other financial institutions named therein (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc.

1 unchanged sentence

Current Report on Form 8-K filed on February 15, 2019)

10 (ww) Third Amended and Restated U.S.

10 (pp) First Amendment, dated as of June 30, 2021, to the Third Amended and Restated Credit Agreement, dated as of February 15, 2019, among United Rentals (North America), Inc., United Rentals Inc., the other Borrowers party thereto, the other Guarantors party thereto, the Lenders party thereto, and Bank of America, N.A., as Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by United Rentals, Inc.

on July 2, 2021)

10 (qq) Third Amended and Restated U.S.

Security Agreement, dated as of February 15, 2019, among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc.

3 unchanged sentences

Current Report on Form 8-K filed on February 15, 2019)

10 (xx) Third Amended and Restated U.S.

10 (rr) Third Amended and Restated U.S.

Guarantee Agreement, dated as of February 15, 2019, among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc.

3 unchanged sentences

Current Report on Form 8-K filed on February 15, 2019)

10 (yy) Third Amended and Restated Canadian Security Agreement, dated as of February 15, 2019, among United Rentals of Canada, Inc.

10 (ss) Third Amended and Restated Canadian Security Agreement, dated as of February 15, 2019, among United Rentals of Canada, Inc.

and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.4 of the United Rentals, Inc.

1 unchanged sentence

Current Report on Form 8-K filed on February 15, 2019)

10 (zz) Third Amended and Restated Canadian Guarantee Agreement, dated as of February 15, 2019, by United Rentals of Canada, Inc.

10 (tt) Third Amended and Restated Canadian Guarantee Agreement, dated as of February 15, 2019, by United Rentals of Canada, Inc.

in favor of Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.5 of the United Rentals, Inc.

1 unchanged sentence

Current Report on Form 8-K filed on February 15, 2019)

10 (aaa) Second Amended and Restated Security Agreement, dated as of November 4, 2019 and effective as of November 20, 2019, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc.

10 (uu) Second Amended and Restated Security Agreement, dated as of November 4, 2019 and effective as of November 20, 2019, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc.

and United Rentals (North America), Inc.

1 unchanged sentence

Report on Form 8-K filed on November 4, 2019)

10 (bbb) Third Amended and Restated Receivables Purchase Agreement, dated as of September 24, 2012, by and among The Bank of Nova Scotia, PNC Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Liberty Street Funding LLC, Market Street Funding LLC, Gotham Funding Corporation, United Rentals Receivables LLC II and United Rentals, Inc.

10 (vv) Third Amended and Restated Receivables Purchase Agreement, dated as of September 24, 2012, by and among The Bank of Nova Scotia, PNC Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Liberty Street Funding LLC, Market Street Funding LLC, Gotham Funding Corporation, United Rentals Receivables LLC II and United Rentals, Inc.

(without annexes) (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc.

Report on Form 8-K filed on September 25, 2012)

10 (ccc) Assignment and Acceptance Agreement and Amendment No.

10 (ww) Assignment and Acceptance Agreement and Amendment No.

1 to Third Amended and Restated Receivables Purchase Agreement, dated as of February 1, 2013, among United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Market Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Bank of America, N.A.

1 unchanged sentence

Report on Form 8-K filed on February 4, 2013)

10 (ddd) Amendment No.

Number Description of Exhibit

10 (xx) Amendment No.

2 to the Third Amended and Restated Receivables Purchase Agreement and Amendment No.

2 unchanged sentences

Report on Form 8-K filed on September 23, 2013)

10 (eee) Amendment No.

10 (yy) Amendment No.

3 to the Third Amended and Restated Receivables Purchase Agreement, dated as of September 18, 2014, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc.

Report on Form 8-K filed on September 19, 2014)

Number Description of Exhibit

10 (fff) Assignment and Acceptance Agreement and Amendment No.

10 (zz) Assignment and Acceptance Agreement and Amendment No.

4 to the Third Amended and Restated Receivables Purchase Agreement and Amendment No.

1 unchanged sentence

Form 8-K filed on September 2, 2015)

10 (ggg) Assignment and Acceptance Agreement and Amendment No.

10 (aaa) Assignment and Acceptance Agreement and Amendment No.

5 to the Third Amended and Restated Receivables Purchase Agreement and Amendment No.

1 unchanged sentence

Form 8-K filed on August 30, 2016)

10 (hhh) Assignment and Acceptance Agreement and Amendment No.

10 (bbb) Assignment and Acceptance Agreement and Amendment No.

6 to Third Amended and Restated Receivables Purchase Agreement and Amendment No.

1 unchanged sentence

Report on Form 8-K filed on August 29, 2017)

10 (iii) Amendment No.

10 (ccc) Amendment No.

7 to Third Amended and Restated Receivables Purchase Agreement dated as of December 1, 2017, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, Fairway Finance Company, LLC, The Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Bank of Montreal and The Toronto-Dominion Bank (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc.

Report on Form 8-K filed on December 1, 2017)

10 (jjj) Amendment No.

10 (ddd) Amendment No.

8 to Third Amended and Restated Receivables Purchase Agreement and Amendment No.

3 unchanged sentences

Current Report on Form 8-K filed on June 29, 2018)

10 (kkk) Amendment No.

Number Description of Exhibit

10 (eee) Amendment No.

9 to Third Amended and Restated Receivables Purchase Agreement, dated as of December 31, 2018, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, Fairway Finance Company, LLC, The Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank, MUFG Bank, Ltd., Bank of Montreal and The Toronto-Dominion Bank.

2 unchanged sentences

Current Report on Form 8-K filed on December 31, 2018)

10 (lll) Assignment and Acceptance Agreement and Amendment No.

10 (fff) Assignment and Acceptance Agreement and Amendment No.

10 to Third Amended and Restated Receivables Purchase Agreement and Amendment No.

3 unchanged sentences

Current Report on Form 8-K filed on June 28, 2019)

Number Description of Exhibit

10 (mmm) Amendment No.

10 (ggg) Amendment No.

11 to Third Amended and Restated Receivables Purchase Agreement, dated as of April 27, 2020, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank, National Association, Truist Bank (successor by merger to SunTrust Bank), MUFG Bank, Ltd.

1 unchanged sentence

Report on Form 10-Q for the quarter ended March 31, 2020)

10 (nnn) Amendment No.

10 (hhh) Amendment No.

12 to Third Amended and Restated Receivables Purchase Agreement and Amendment No.

2 unchanged sentences

Current Report on Form 8-K filed on June 26, 2020)

10 (ooo) Third Amended and Restated Purchase and Contribution Agreement, dated as of September 24, 2012, by and among United Rentals Receivables LLC II, United Rentals, Inc.

10 (iii) Amendment No.

13 to Third Amended and Restated Receivables Purchase Agreement, dated as of June 25, 2021, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank, National Association, Truist Bank, National Association, MUFG Bank, Ltd., and The Toronto-Dominion Bank (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by United Rentals, Inc.

on June 25, 2021)

10 (jjj) Third Amended and Restated Purchase and Contribution Agreement, dated as of September 24, 2012, by and among United Rentals Receivables LLC II, United Rentals, Inc.

and United Rentals (North America), Inc.

1 unchanged sentence

Report on Form 8-K filed on September 25, 2012)

10 (ppp) Amended and Restated Performance Undertaking, dated as of September 24, 2012, executed by United Rentals, Inc.

10 (kkk) Amended and Restated Performance Undertaking, dated as of September 24, 2012, executed by United Rentals, Inc.

in favor of United Rentals Receivables LLC II (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc.

Report on Form 8-K filed on September 25, 2012)

10 (qqq) Credit and Guaranty Agreement, dated as of October 31, 2018, 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.

10 (lll) Credit and Guaranty Agreement, dated as of October 31, 2018, 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 10.1 of the United Rentals, Inc.

Report on Form 8-K filed on October 31, 2018)

10 (rrr) 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.

10 (mmm) 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.

1 unchanged sentence

Report on Form 8-K filed on October 31, 2018)

10 (nnn) 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)

21 * Subsidiaries of United Rentals, Inc.

Number Description of Exhibit

22 * Subsidiary Guarantors

26 unchanged sentences

Director January 26, 2022

/ S / L ARRY D.

Director January 26, 2022

/ S / B OBBY J.

11 unchanged sentences

Filippo Passerini

/ S / D ONALD C.

Director January 27, 2021

/S/ S HIV S INGH

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures