UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2021~~March 31, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-14387

Commission File Number 1-13663

___________________________________

United Rentals, Inc.

United Rentals (North America), Inc.

(Exact Names of Registrants as Specified in Their Charters)

___________________________________



Delaware						06-1522496
Delaware						86-0933835
(States of Incorporation)						(I.R.S. Employer Identification Nos.)


100 First Stamford Place, Suite 700
Stamford
Connecticut						06902
(Address of Principal Executive Offices)						(Zip Code)

Registrants’ Telephone Number, Including Area Code: (203) 622-3131

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value, of United Rentals, Inc.

URI

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large Accelerated Filer

☒

Accelerated Filer

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

Emerging Growth Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes x No

As of ~~July 26, 2021,~~April 25, 2022, there were ~~72,390,139~~71,611,509 shares of United Rentals, Inc. common stock, $0.01 par value, outstanding. There is no market for the common stock of United Rentals (North America), Inc., all outstanding shares of which are owned by United Rentals, Inc.

This combined Form 10-Q is separately filed by (i) United Rentals, Inc. and (ii) United Rentals (North America), Inc. (which is a wholly owned subsidiary of United Rentals, Inc.). United Rentals (North America), Inc. meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this report with the reduced disclosure format permitted by such instruction.

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UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~JUNE 30, 2021~~MARCH 31, 2022

INDEX


		Page
PART I	FINANCIAL INFORMATION

Item 1	Unaudited Condensed Consolidated Financial Statements (unaudited)	6

	United Rentals, Inc. Condensed Consolidated Balance Sheets ~~as of June 30, 2021 (unaudited) and December 31, 2020~~	6

	United Rentals, Inc. Condensed Consolidated Statements of Income ~~for the Three and Six Months Ended~~ ~~June 30, 2021 and 2020 (unaudited)~~	7

	United Rentals, Inc. Condensed Consolidated Statements of Comprehensive Income ~~for the Three and Six Months Ended~~ ~~June 30, 2021 and 2020 (unaudited)~~	8

	United Rentals, Inc. Condensed Consolidated ~~Statement~~Statements of Stockholders’ Equity ~~for the Three and Six Months Ended~~ ~~June 30, 2021 and 2020 (unaudited)~~	9

	United Rentals, Inc. Condensed Consolidated Statements of Cash Flows ~~for the Six Months Ended~~ ~~June 30, 2021 and 2020 (unaudited)~~	1110

	Notes to Unaudited Condensed Consolidated Financial Statements	1211

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3224

Item 3	Quantitative and Qualitative Disclosures About Market Risk	4837

Item 4	Controls and Procedures	4938

PART II	OTHER INFORMATION

Item 1	Legal Proceedings	5039

Item 1A	Risk Factors	5039

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	5039



Item 6	Exhibits	5140

	Signatures	5341

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. 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 outlook. You are cautioned that our business and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, our actual results may differ materially from those projected.

Factors that could cause actual results to differ materially from those projected include, but are not limited to, the following:

•the cyclical nature of our business, which is highly sensitive to North American construction and industrial activities; if construction or industrial activity decline, our revenues and, because many of our costs are fixed, our profitability may be adversely affected;

•uncertainty regarding the ongoing impact of existing and emerging variant strains of the coronavirus (COVID-19), on global economic conditions, and regarding the length of time it will take for the COVID-19 pandemic to ~~subside, including~~ultimately subside. Uncertainty remains regarding the effectiveness of vaccines against COVID-19 (including against emerging variant strains), and the time it will take for ~~vaccines~~the pandemic to subside will also be ~~broadly distributed and accepted~~impacted by measures that may in the ~~United States and the rest of the world, and the effectiveness of such vaccines in slowing or stopping the spread of COVID-19 and mitigating the economic effects of the pandemic;~~

•~~the impact of the COVID-19 pandemic on global economic conditions, including the impact of the various measures that have been~~future be implemented to protect public ~~health, many of which reduced, and could in the future again reduce, demand for equipment rentals;~~health;

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

•rates we charge and time utilization we achieve being less than ~~anticipated (including as a result of COVID-19);~~anticipated;

•excess fleet in the equipment rental ~~industry, including as a result of reduced demand for fleet due to the impacts of COVID-19 on our customers;~~industry;

•inability to benefit from government spending, including spending associated with infrastructure projects;

•trends in oil and natural gas could adversely affect the demand for our services and products;

•competition from existing and new competitors;

•our significant indebtedness (which totaled ~~$10.2~~$9.5 billion at ~~June 30, 2021)~~March 31, 2022) requires us to use a substantial portion of our cash flow for debt service and can constrain our flexibility in responding to unanticipated or adverse business conditions;

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

•incurrence of additional debt, which could exacerbate the risks associated with our current level of indebtedness;

•noncompliance with financial or other covenants in our debt agreements, which could result in our lenders terminating the agreements and requiring us to repay outstanding borrowings;

•restrictive covenants and amount of borrowings permitted in our debt instruments, which can limit our financial and operational flexibility;

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

•the possibility that companies that we have acquired or may acquire could have undiscovered liabilities or involve other unexpected costs, may strain our management capabilities or may be difficult to integrate;

•incurrence of impairment charges;

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

•our charter provisions as well as provisions of certain debt agreements and our significant indebtedness may have the effect of making more difficult or otherwise discouraging, delaying or deterring a takeover or other change of control of us;

•inability to manage credit risk adequately or to collect on contracts with a large number of customers;

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

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

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

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•increases in our maintenance and replacement costs and/or decreases in the residual value of our equipment;

•inability to sell our new or used fleet in the amounts, or at the prices, we expect;

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•risks related to security breaches, cybersecurity attacks, failure to protect personal information, compliance with data protection laws and other significant disruptions in our information technology systems;

•risks related to climate change and climate change regulation;

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

•the fact that our holding company structure requires us to depend in part on distributions from subsidiaries and such distributions could be limited by contractual or legal restrictions;

•shortfalls in our insurance coverage;

•increases in our loss reserves to address business operations or other claims and any claims that exceed our established levels of reserves;

•incurrence of additional expenses (including indemnification obligations) and other costs in connection with litigation, regulatory and investigatory matters;

•the costs of complying with environmental, safety and foreign laws and regulations, as well as other risks associated with non-U.S. operations, including currency exchange risk, and tariffs;

•the outcome or other potential consequences of regulatory matters and commercial litigation;

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

•the effect of changes in tax law.

For a more complete description of these and other possible risks and uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, as well as to our subsequent filings with the SEC. Our forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.

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PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

UNITED RENTALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share data)


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
		(unaudited)					(unaudited)
ASSETS	ASSETS					ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	336	$	202	Cash and cash equivalents	$	101	$	144
Accounts receivable, net of allowance for doubtful accounts of $112 at June 30, 2021 and $108 at December 31, 2020		1,400		1,315
Accounts receivable, net of allowance for doubtful accounts of $116 at March 31, 2022 and $112 at December 31, 2021						Accounts receivable, net of allowance for doubtful accounts of $116 at March 31, 2022 and $112 at December 31, 2021	1,607		1,677
Inventory	Inventory	174		125		Inventory	179		164
Prepaid expenses and other assets	Prepaid expenses and other assets	244		375		Prepaid expenses and other assets	123		166

Total current assets	Total current assets	2,154		2,017		Total current assets	2,010		2,151
Rental equipment, net	Rental equipment, net	9,620		8,705		Rental equipment, net	10,604		10,560
Property and equipment, net	Property and equipment, net	623		604		Property and equipment, net	625		612
Goodwill	Goodwill	5,845		5,168		Goodwill	5,517		5,528
Other intangible assets, net	Other intangible assets, net	576		648		Other intangible assets, net	583		615
Operating lease right-of-use assets	Operating lease right-of-use assets	781		688		Operating lease right-of-use assets	792		784
Other long-term assets	Other long-term assets	42		38		Other long-term assets	38		42
Total assets	Total assets	$	19,641	$	17,868	Total assets	$	20,169	$	20,292
LIABILITIES AND STOCKHOLDERS’ EQUITY	LIABILITIES AND STOCKHOLDERS’ EQUITY					LIABILITIES AND STOCKHOLDERS’ EQUITY
Short-term debt and current maturities of long-term debt	Short-term debt and current maturities of long-term debt	$	852	$	704	Short-term debt and current maturities of long-term debt	$	960	$	906
Accounts payable	Accounts payable	897		466		Accounts payable	828		816
Accrued expenses and other liabilities	Accrued expenses and other liabilities	795		720		Accrued expenses and other liabilities	809		881
Total current liabilities	Total current liabilities	2,544		1,890		Total current liabilities	2,597		2,603
Long-term debt	Long-term debt	9,308		8,978		Long-term debt	8,528		8,779

Deferred taxes	Deferred taxes	1,911		1,768		Deferred taxes	2,188		2,154
Operating lease liabilities	Operating lease liabilities	630		549		Operating lease liabilities	625		621
Other long-term liabilities	Other long-term liabilities	154		138		Other long-term liabilities	147		144
Total liabilities	Total liabilities	14,547		13,323		Total liabilities	14,085		14,301

Common stock—$0.01 par value, 500,000,000 shares authorized, 114,400,388 and 72,386,879 shares issued and outstanding, respectively, at June 30, 2021 and 114,210,157 and 72,196,648 shares issued and outstanding, respectively, at December 31, 2020		1		1
Common stock—$0.01 par value, 500,000,000 shares authorized, 114,687,661 and 71,867,762 shares issued and outstanding, respectively, at March 31, 2022 and 114,434,075 and 72,420,566 shares issued and outstanding, respectively, at December 31, 2021						Common stock—$0.01 par value, 500,000,000 shares authorized, 114,687,661 and 71,867,762 shares issued and outstanding, respectively, at March 31, 2022 and 114,434,075 and 72,420,566 shares issued and outstanding, respectively, at December 31, 2021	1		1
Additional paid-in capital	Additional paid-in capital	2,506		2,482		Additional paid-in capital	2,535		2,567
Retained earnings	Retained earnings	6,661		6,165		Retained earnings	7,918		7,551
Treasury stock at cost—42,013,509 shares at June 30, 2021 and December 31, 2020		(3,957)		(3,957)
Treasury stock at cost—42,819,899 and 42,013,509 shares at March 31, 2022 and December 31, 2021, respectively						Treasury stock at cost—42,819,899 and 42,013,509 shares at March 31, 2022 and December 31, 2021, respectively	(4,219)		(3,957)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(117)		(146)		Accumulated other comprehensive loss	(151)		(171)
Total stockholders’ equity	Total stockholders’ equity	5,094		4,545		Total stockholders’ equity	6,084		5,991
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	19,641	$	17,868	Total liabilities and stockholders’ equity	$	20,169	$	20,292

See accompanying notes.

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UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(In millions, except per share amounts)


		Three Months Ended				Six Months Ended					Three Months Ended
		June 30,				June 30,					March 31,
		2021		2020		2021		2020				2022		2021
Revenues:	Revenues:									Revenues:
Equipment rentals	Equipment rentals	$	1,951	$	1,642	$	3,618	$	3,425	Equipment rentals		$	2,175	$	1,667
Sales of rental equipment	Sales of rental equipment	194		176		461		384		Sales of rental equipment		211		267
Sales of new equipment	Sales of new equipment	57		53		106		115		Sales of new equipment		45		49
Contractor supplies sales	Contractor supplies sales	27		23		51		48		Contractor supplies sales		29		24
Service and other revenues	Service and other revenues	58		45		108		92		Service and other revenues		64		50
Total revenues	Total revenues	2,287		1,939		4,344		4,064		Total revenues		2,524		2,057
Cost of revenues:	Cost of revenues:									Cost of revenues:
Cost of equipment rentals, excluding depreciation	Cost of equipment rentals, excluding depreciation	815		647		1,530		1,394		Cost of equipment rentals, excluding depreciation		906		715
Depreciation of rental equipment	Depreciation of rental equipment	385		395		760		821		Depreciation of rental equipment		435		375
Cost of rental equipment sales	Cost of rental equipment sales	110		105		274		230		Cost of rental equipment sales		95		164
Cost of new equipment sales	Cost of new equipment sales	48		46		90		100		Cost of new equipment sales		37		42
Cost of contractor supplies sales	Cost of contractor supplies sales	19		16		36		34		Cost of contractor supplies sales		20		17
Cost of service and other revenues	Cost of service and other revenues	35		29		65		57		Cost of service and other revenues		39		30
Total cost of revenues	Total cost of revenues	1,412		1,238		2,755		2,636		Total cost of revenues		1,532		1,343
Gross profit	Gross profit	875		701		1,589		1,428		Gross profit		992		714
Selling, general and administrative expenses	Selling, general and administrative expenses	301		222		551		489		Selling, general and administrative expenses		323		250
Merger related costs		3		0		3		0

Restructuring charge	Restructuring charge	0		3		1		5		Restructuring charge		—		1
Non-rental depreciation and amortization	Non-rental depreciation and amortization	90		95		181		195		Non-rental depreciation and amortization		97		91
Operating income	Operating income	481		381		853		739		Operating income		572		372
Interest expense, net	Interest expense, net	100		130		199		266		Interest expense, net		94		99

Other expense (income), net		4		0		2		(4)
Other income, net										Other income, net		(5)		(2)
Income before provision for income taxes	Income before provision for income taxes	377		251		652		477		Income before provision for income taxes		483		275
Provision for income taxes	Provision for income taxes	84		39		156		92		Provision for income taxes		116		72

Net income	Net income	$	293	$	212	$	496	$	385	Net income		$	367	$	203

Basic earnings per share	Basic earnings per share	$	4.03	$	2.94	$	6.85	$	5.26	Basic earnings per share		$	5.07	$	2.81

Diluted earnings per share	Diluted earnings per share	$	4.02	$	2.93	$	6.82	$	5.25	Diluted earnings per share		$	5.05	$	2.80

See accompanying notes.

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UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(In millions)


		Three Months Ended				Six Months Ended					Three Months Ended
		June 30,				June 30,					March 31,
		2021		2020		2021		2020				2022		2021
Net income	Net income	$	293	$	212	$	496	$	385	Net income		$	367	$	203
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments (1) (2)		23		45		28		(58)
Other comprehensive income, net of tax:										Other comprehensive income, net of tax:
Foreign currency translation adjustments (1)										Foreign currency translation adjustments (1)		17		5
Fixed price diesel swaps	Fixed price diesel swaps	0		0		1		(3)		Fixed price diesel swaps		3		1
Other comprehensive income (loss)		23		45		29		(61)
Other comprehensive income										Other comprehensive income		20		6
Comprehensive income (1)	Comprehensive income (1)	$	316	$	257	$	525	$	324	Comprehensive income (1)		$	387	$	209

(1)There were 0no material reclassifications from accumulated other comprehensive loss reflected in other comprehensive income (loss) during ~~2021~~2022 or ~~2020.~~2021. There was 0no material tax impact related to the foreign currency translation adjustments. We have historically considered the undistributed earnings of our foreign subsidiaries to be indefinitely reinvested, and, accordingly, no taxes were provided on such earnings prior to ~~the fourth quarter of~~ 2020. In ~~the fourth quarter of~~ 2020 and 2021, we identified ~~$135 of~~ cash in our foreign operations in excess of near-term working capital needs ~~and determined~~ that ~~this amount~~ could no longer be considered indefinitely reinvested. As a result, our prior assertion that all undistributed earnings of our foreign subsidiaries should be considered indefinitely reinvested changed. In 2021, we remitted $203 of cash from foreign operations (such amount represents the cumulative amount of identified cash in our foreign operations in excess of near-term working capital needs). We continue to expect that the remaining balance of our undistributed foreign earnings will be indefinitely reinvested. If we determine that all or a portion of such foreign earnings are no longer indefinitely reinvested, we may be subject to additional foreign withholding taxes and U.S. state income taxes. There were 0no material taxes associated with other comprehensive income (loss) during ~~2021~~2022 or ~~2020.~~

~~(2)The 2020 activity primarily reflects significant changes in Canadian currency exchange rates.~~2021.

See accompanying notes.

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UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(In millions)

Three Months Ended June 30, 2021
Common Stock Treasury Stock
Number of
Shares (1) Amount Additional Paid-in
Capital Retained Earnings Number of
Shares Amount Accumulated Other Comprehensive Loss (2)
Balance at March 31, 2021 72 $ 1 $ 2,473 $ 6,368 42 $ (3,957) $ (140)
Net income 293
Foreign currency translation adjustments 23
Stock compensation expense, net — 35
Shares repurchased and retired (2)
Balance at June 30, 2021 72 $ 1 $ 2,506 $ 6,661 42 $ (3,957) $ (117)

Three Months Ended June 30, 2020
Common Stock Treasury Stock
Number of
Shares (1) Amount Additional Paid-in
Capital Retained Earnings Number of
Shares Amount Accumulated Other Comprehensive Loss (2)
Balance at March 31, 2020 72 $ 1 $ 2,435 $ 5,448 42 $ (3,957) $ (292)
Net income 212
Foreign currency translation adjustments (3) 45
Stock compensation expense, net — 15
Balance at June 30, 2020 72 $ 1 $ 2,450 $ 5,660 42 $ (3,957) $ (247)


		Six Months Ended June 30, 2021													Three Months Ended March 31, 2022
		Common Stock							Treasury Stock						Common Stock							Treasury Stock
		Number of Shares (1)	Amount		Additional Paid-in Capital		Retained Earnings		Number of Shares	Amount		Accumulated Other Comprehensive Loss (2)			Number of Shares (1)	Amount		Additional Paid-in Capital		Retained Earnings		Number of Shares	Amount		Accumulated Other Comprehensive Loss (2)
Balance at December 31, 2020		72	$	1	$	2,482	$	6,165	42	$	(3,957)	$	(146)
Balance at December 31, 2021														Balance at December 31, 2021	72	$	1	$	2,567	$	7,551	42	$	(3,957)	$	(171)
Net income	Net income						496							Net income						367
Foreign currency translation adjustments	Foreign currency translation adjustments											28		Foreign currency translation adjustments											17
Fixed price diesel swaps	Fixed price diesel swaps											1		Fixed price diesel swaps											3

Stock compensation expense, net	Stock compensation expense, net	—			56									Stock compensation expense, net	1			24

Shares repurchased and retired	Shares repurchased and retired				(32)									Shares repurchased and retired				(56)
Repurchase of common stock														Repurchase of common stock	(1)							1	(262)

Balance at June 30, 2021		72	$	1	$	2,506	$	6,661	42	$	(3,957)	$	(117)
Balance at March 31, 2022														Balance at March 31, 2022	72	$	1	$	2,535	$	7,918	43	$	(4,219)	$	(151)

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		Six Months Ended June 30, 2020													Three Months Ended March 31, 2021
		Common Stock							Treasury Stock						Common Stock							Treasury Stock
		Number of Shares (1)	Amount		Additional Paid-in Capital		Retained Earnings		Number of Shares	Amount		Accumulated Other Comprehensive Loss (2)			Number of Shares (1)	Amount		Additional Paid-in Capital		Retained Earnings		Number of Shares	Amount		Accumulated Other Comprehensive Loss (2)
Balance at December 31, 2019		74	$	1	$	2,440	$	5,275	39	$	(3,700)	$	(186)
Balance at December 31, 2020														Balance at December 31, 2020	72	$	1	$	2,482	$	6,165	42	$	(3,957)	$	(146)
Net income	Net income						385							Net income						203
Foreign currency translation adjustments ~~(3)~~	Foreign currency translation adjustments ~~(3)~~											(58)		Foreign currency translation adjustments ~~(3)~~											5
Fixed price diesel swaps	Fixed price diesel swaps											(3)		Fixed price diesel swaps											1

Stock compensation expense, net	Stock compensation expense, net	1			28									Stock compensation expense, net	—			21
Exercise of common stock options					1

Shares repurchased and retired	Shares repurchased and retired				(19)									Shares repurchased and retired				(30)
Repurchase of common stock		(3)							3	(257)

Balance at June 30, 2020		72	$	1	$	2,450	$	5,660	42	$	(3,957)	$	(247)

Balance at March 31, 2021														Balance at March 31, 2021	72	$	1	$	2,473	$	6,368	42	$	(3,957)	$	(140)

(1)Common stock outstanding ~~decreased~~increased by ~~approximately 2~~less than 1 million net shares during the year ended December 31, ~~2020.~~2021.

(2)The Accumulated Other Comprehensive Loss balance primarily reflects foreign currency translation adjustments.

~~(3)Primarily reflects significant changes in Canadian currency exchange rates.~~

See accompanying notes.

109

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UNITED RENTALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In millions)


		Six Months Ended					Three Months Ended
		June 30,					March 31,
		2021		2020			2022		2021
Cash Flows From Operating Activities:	Cash Flows From Operating Activities:					Cash Flows From Operating Activities:
Net income	Net income	$	496	$	385	Net income	$	367	$	203
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	941		1,016		Depreciation and amortization	532		466
Amortization of deferred financing costs and original issue discounts	Amortization of deferred financing costs and original issue discounts	6		7		Amortization of deferred financing costs and original issue discounts	3		3
Gain on sales of rental equipment	Gain on sales of rental equipment	(187)		(154)		Gain on sales of rental equipment	(116)		(103)
Gain on sales of non-rental equipment	Gain on sales of non-rental equipment	(4)		(3)		Gain on sales of non-rental equipment	(2)		(1)
Insurance proceeds from damaged equipment	Insurance proceeds from damaged equipment	(14)		(13)		Insurance proceeds from damaged equipment	(7)		(7)
Stock compensation expense, net	Stock compensation expense, net	56		28		Stock compensation expense, net	24		21
Merger related costs		3		0

Restructuring charge	Restructuring charge	1		5		Restructuring charge	—		1

Increase (decrease) in deferred taxes		73		(62)
Increase in deferred taxes						Increase in deferred taxes	37		3
Changes in operating assets and liabilities, net of amounts acquired:	Changes in operating assets and liabilities, net of amounts acquired:					Changes in operating assets and liabilities, net of amounts acquired:
(Increase) decrease in accounts receivable		(18)		297
Decrease in inventory		2		12
Decrease (increase) in prepaid expenses and other assets		210		(2)
Increase (decrease) in accounts payable		385		(135)
(Decrease) increase in accrued expenses and other liabilities		(16)		80
Decrease in accounts receivable						Decrease in accounts receivable	76		63
(Increase) decrease in inventory						(Increase) decrease in inventory	(13)		11
Decrease in prepaid expenses and other assets						Decrease in prepaid expenses and other assets	61		23
Increase in accounts payable						Increase in accounts payable	10		96
Decrease in accrued expenses and other liabilities						Decrease in accrued expenses and other liabilities	(86)		(21)
Net cash provided by operating activities	Net cash provided by operating activities	1,934		1,461		Net cash provided by operating activities	886		758
Cash Flows From Investing Activities:	Cash Flows From Investing Activities:					Cash Flows From Investing Activities:
Purchases of rental equipment	Purchases of rental equipment	(1,208)		(353)		Purchases of rental equipment	(482)		(295)
Purchases of non-rental equipment		(53)		(102)
Purchases of non-rental equipment and intangible assets						Purchases of non-rental equipment and intangible assets	(55)		(19)
Proceeds from sales of rental equipment	Proceeds from sales of rental equipment	461		384		Proceeds from sales of rental equipment	211		267
Proceeds from sales of non-rental equipment	Proceeds from sales of non-rental equipment	14		20		Proceeds from sales of non-rental equipment	5		7
Insurance proceeds from damaged equipment	Insurance proceeds from damaged equipment	14		13		Insurance proceeds from damaged equipment	7		7
Purchases of other companies, net of cash acquired	Purchases of other companies, net of cash acquired	(1,435)		(2)		Purchases of other companies, net of cash acquired	(77)		(1)
Purchases of investments	Purchases of investments	(1)		(1)		Purchases of investments	(3)		—
Net cash used in investing activities	Net cash used in investing activities	(2,208)		(41)		Net cash used in investing activities	(394)		(34)
Cash Flows From Financing Activities:	Cash Flows From Financing Activities:					Cash Flows From Financing Activities:
Proceeds from debt	Proceeds from debt	3,768		3,620		Proceeds from debt	1,155		1,091
Payments of debt	Payments of debt	(3,338)		(4,680)		Payments of debt	(1,372)		(1,710)

Proceeds from the exercise of common stock options		0		1

Common stock repurchased	Common stock repurchased	(32)		(276)		Common stock repurchased	(318)		(30)
Payments of financing costs		0		(10)

Net cash provided by (used in) financing activities		398		(1,345)

Net cash used in financing activities						Net cash used in financing activities	(535)		(649)
Effect of foreign exchange rates	Effect of foreign exchange rates	10		0		Effect of foreign exchange rates	—		1
Net increase in cash and cash equivalents		134		75
Net (decrease) increase in cash and cash equivalents						Net (decrease) increase in cash and cash equivalents	(43)		76
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	202		52		Cash and cash equivalents at beginning of period	144		202
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	336	$	127	Cash and cash equivalents at end of period	$	101	$	278
Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Cash paid for income taxes, net	Cash paid for income taxes, net	$	108	$	21	Cash paid for income taxes, net	$	10	$	6
Cash paid for interest	Cash paid for interest	195		259		Cash paid for interest	149		167

See accompanying notes.

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in millions, except per share data, unless otherwise indicated)

1. Organization, Description of Business and Basis of Presentation

United Rentals, Inc. (“Holdings,” “URI” or the “Company”) is principally a holding company and conducts its operations primarily through its wholly owned subsidiary, United Rentals (North America), Inc. (“URNA”), and subsidiaries of URNA. Holdings’ primary asset is its sole ownership of all issued and outstanding shares of common stock of URNA. URNA’s various credit agreements and debt instruments place restrictions on its ability to transfer funds to its shareholder.

We rent equipment to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. We primarily operate in the United States and Canada, and have a limited presence in Europe, Australia and New Zealand. In July 2018, we completed the acquisition of BakerCorp International Holdings, Inc. (“BakerCorp”), which allowed for our entry into select European markets. As discussed in note 3 to the condensed consolidated financial statements, in May 2021, we completed the acquisition of General Finance Corporation (“General Finance”), which allowed for our entry into select markets in Australia and New Zealand. In addition to renting equipment, we sell new and used rental equipment, as well as related contractor supplies, parts and service.

We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with the accounting policies described in our annual report on Form 10-K for the year ended December 31, ~~2020~~2021 (the ~~“2020~~“2021 Form 10-K”) and the interim reporting requirements of Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the ~~2020~~2021 Form 10-K.

In our opinion, all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of financial condition, operating results and cash flows for the interim periods presented have been made. Interim results of operations are not necessarily indicative of the results of the full year.

COVID-19

The novel coronavirus (“COVID-19”) was first identified in people in late 2019. COVID-19 spread rapidly throughout the world and, in March 2020, the World Health Organization characterized COVID-19 as a pandemic. COVID-19 is a pandemic of respiratory disease spreading from person-to-person that poses a serious public health risk. ItThe COVID-19 pandemic has significantly disrupted supply chains and businesses around the world. ~~The extent~~Uncertainty remains regarding the ongoing impact of existing and ~~duration~~emerging variant strains of ~~the~~ COVID-19 ~~impact,~~ on the operations and financial position of United Rentals, and on the global ~~economy, is uncertain.~~economy. Uncertainty also remains ~~regarding emerging variant strains of COVID-19, and~~ regarding the length of time it will take for the COVID-19 pandemic to ultimately subside, ~~including the time it~~which will ~~take for vaccines to~~ be ~~broadly distributed and accepted in the United States and the rest of the world, and~~impacted by the effectiveness of ~~such~~ vaccines against COVID-19 (including against emerging variant strains), and by measures that may in ~~slowing or stopping~~ the ~~spread of COVID-19 and mitigating the economic effects of the pandemic.~~future be implemented to protect public health. The health and safety of our employees and customers remains our top priority, and we ~~have~~ also ~~engaged~~implemented a detailed COVID-19 response plan, which is explained in ~~extensive contingency planning to manage~~more detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and which we believe helped mitigate the ~~business~~ impact of ~~the pandemic.~~COVID-19 on our results.

~~Prior to mid-March 2020, our results were largely in line with expectations.~~ We began to experience a decline in revenues in March 2020, when rental volume declined in response to shelter-in-place orders and other market restrictions. The volume declines were more pronounced in 2020 than 2021, and we have seen recent evidence of recovery across our construction and industrial markets, as well as encouraging gains in end-market ~~indicators.~~indicators, as reflected in our 2022 forecast and performance through March 31, 2022. COVID-19 is discussed in more detail throughout “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

~~New Accounting Pronouncements~~

~~Guidance Adopted in 2021~~

~~Simplifying the Accounting for Income Taxes.~~ In December 2019, the FASB issued guidance intended to simplify the accounting for income taxes. The guidance removes the following exceptions: 1) exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or a gain from other items, 2) exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment, 3) exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary and 4) exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. Additionally, the guidance simplifies the accounting for income taxes by: 1) requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, 2) requiring that an entity evaluate when a step up in the tax basis of goodwill should be considered part of the business combination in which

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~~(Dollars in millions, except per share data, unless otherwise indicated)~~

the book goodwill was originally recognized and when it should be considered a separate transaction, 3) specifying that an entity is not required to allocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in its separate financial statements (although the entity may elect to do so (on an entity-by-entity basis) for a legal entity that is both not subject to tax and disregarded by the taxing authority), 4) requiring that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date and 5) making minor improvements for income tax accounting related to employee stock ownership plans and investments in qualified affordable housing projects accounted for using the equity method. Different components of the guidance required retrospective, modified retrospective or prospective adoption. We adopted this guidance when it became effective, in the first quarter of 2021, and the impact on our financial statements was not material.

2. Revenue Recognition

Revenue Recognition Accounting Standards

We recognize revenue in accordance with two different accounting standards: 1) Topic 606 (which addresses revenue from contracts with customers) and 2) Topic 842 (which addresses lease revenue). Under Topic 606, revenue from contracts with customers is measured based on the consideration specified in the contract with the customer, and excludes any sales incentives and amounts collected on behalf of third parties. A performance obligation is a promise in a contract to transfer a distinct good or service to a customer, and is the unit of account under Topic 606. As reflected below, most of our revenue is accounted for under Topic 842. Our contracts with customers generally do not include multiple performance obligations. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer. The amount of revenue recognized reflects the consideration we expect to be entitled to in exchange for such products or services.

~~Nature of goods and services~~

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Nature of goods and services

In the following table, revenue is summarized by type and by the applicable accounting standard.

Three Months Ended June 30,
2021 2020
Topic 842 Topic 606 Total Topic 842 Topic 606 Total
Revenues:
Owned equipment rentals $ 1,635 $ — $ 1,635 $ 1,404 $ — $ 1,404
Re-rent revenue 42 — 42 29 — 29
Ancillary and other rental revenues:
Delivery and pick-up 0 148 148 0 113 113
Other 100 26 126 78 18 96
Total ancillary and other rental revenues 100 174 274 78 131 209
Total equipment rentals 1,777 174 1,951 1,511 131 1,642
Sales of rental equipment — 194 194 — 176 176
Sales of new equipment — 57 57 — 53 53
Contractor supplies sales — 27 27 — 23 23
Service and other revenues — 58 58 — 45 45
Total revenues $ 1,777 $ 510 $ 2,287 $ 1,511 $ 428 $ 1,939


		Six Months Ended June 30,												Three Months Ended March 31,
				2021						2020								2022						2021
		Topic 842		Topic 606		Total		Topic 842		Topic 606		Total				Topic 842		Topic 606		Total		Topic 842		Topic 606		Total
Revenues:	Revenues:														Revenues:
Owned equipment rentals	Owned equipment rentals	$	3,040	$	—	$	3,040	$	2,926	$	—	$	2,926		Owned equipment rentals	$	1,797	$	—	$	1,797	$	1,405	$	—	$	1,405
Re-rent revenue	Re-rent revenue	74		—		74		63		—		63			Re-rent revenue	49		—		49		32		—		32
Ancillary and other rental revenues:	Ancillary and other rental revenues:														Ancillary and other rental revenues:
Delivery and pick-up	Delivery and pick-up	0		264		264		0		232		232			Delivery and pick-up	—		157		157		—		116		116
Other	Other	181		59		240		159		45		204			Other	124		48		172		81		33		114
Total ancillary and other rental revenues	Total ancillary and other rental revenues	181		323		504		159		277		436			Total ancillary and other rental revenues	124		205		329		81		149		230
Total equipment rentals	Total equipment rentals	3,295		323		3,618		3,148		277		3,425			Total equipment rentals	1,970		205		2,175		1,518		149		1,667
Sales of rental equipment	Sales of rental equipment	—		461		461		—		384		384			Sales of rental equipment	—		211		211		—		267		267
Sales of new equipment	Sales of new equipment	—		106		106		—		115		115			Sales of new equipment	—		45		45		—		49		49
Contractor supplies sales	Contractor supplies sales	—		51		51		—		48		48			Contractor supplies sales	—		29		29		—		24		24
Service and other revenues	Service and other revenues	—		108		108		—		92		92			Service and other revenues	—		64		64		—		50		50
Total revenues	Total revenues	$	3,295	$	1,049	$	4,344	$	3,148	$	916	$	4,064		Total revenues	$	1,970	$	554	$	2,524	$	1,518	$	539	$	2,057

Revenues by reportable segment are presented in note 4 of the condensed consolidated financial statements, using the revenue captions reflected in our condensed consolidated statements of operations. The majority of our revenue is recognized in our general rentals segment and in the U.S. (for the ~~six~~three months ended ~~June 30, 2021, 77~~March 31, 2022, 75 percent and 90 percent, respectively). We believe that the disaggregation of our revenue from contracts to customers as reflected above, coupled with the further discussion below and the reportable segment disclosures in note 4, depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.

Lease revenues (Topic 842)

The accounting for the types of revenue that are accounted for under Topic 842 is discussed below.

Owned equipment rentals represent our most significant revenue type (they accounted for 7071 percent of total revenues for the ~~six~~three months ended ~~June 30, 2021)~~March 31, 2022) and are governed by our standard rental contract. We account for such rentals as operating leases. The lease terms are included in our contracts, and the determination of whether our contracts contain leases generally does not require significant assumptions or judgments. Our lease revenues do not include material amounts of variable payments.

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~~(Dollars in millions, except per share data, unless otherwise indicated)~~

Owned equipment rentals: Owned equipment rentals represent revenues from renting equipment that we own. We do not generally provide an option for the lessee to purchase the rented equipment at the end of the lease, and do not generate material revenue from sales of equipment under such options.

We recognize revenues from renting equipment on a straight-line basis. Our rental contract periods are hourly, daily, weekly or monthly. By way of example, if a customer were to rent a piece of equipment and the daily, weekly and monthly rental rates for that particular piece were (in actual dollars) $100, $300 and $900, respectively, we would recognize revenue of $32.14 per day. The daily rate for recognition purposes is calculated by dividing the monthly rate of $900 by the monthly term of 28 days. This daily rate assumes that the equipment will be on rent for the full 28 days, as we are unsure of when the customer will return the equipment and therefore unsure of which rental contract period will apply.

As part of this straight-line methodology, when the equipment is returned, we recognize as incremental revenue the excess, if any, between the amount the customer is contractually required to pay, which is based on the rental contract period applicable to the actual number of days the equipment was out on rent, over the cumulative amount of revenue recognized to date. In any given accounting period, we will have customers return equipment and be contractually required to pay us more than the cumulative amount of revenue recognized to date under the straight-line methodology. For instance, continuing the above example, if the customer rented the above piece of equipment on December 29 and returned it at the close of business on January 1, we would recognize incremental revenue on January 1 of $171.44 (in actual dollars, representing the difference

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(Dollars in millions, except per share data, unless otherwise indicated)

between the amount the customer is contractually required to pay, or $300 at the weekly rate, and the cumulative amount recognized to date on a straight-line basis, or $128.56, which represents four days at $32.14 per day).

We record amounts billed to customers in excess of recognizable revenue as deferred revenue on our balance sheet. We had deferred revenue (associated with both Topic 842 and Topic 606) of ~~$84~~$88 and ~~$51~~$83 as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, respectively. ~~The increase in 2021 primarily reflects the impact of the General Finance acquisition discussed in note 3 to the condensed consolidated financial statements.~~

As noted above, we are unsure of when the customer will return rented equipment. As such, we do not know how much the customer will owe us upon return of the equipment and cannot provide a maturity analysis of future lease payments. Our equipment is generally rented for short periods of time. Lessees do not provide residual value guarantees on rented equipment.

We expect to derive significant future benefits from our equipment following the end of the rental term. Our rentals are generally short-term in nature, and our equipment is typically rented for the majority of the time that we own it. We additionally recognize revenue from sales of rental equipment when we dispose of the equipment.

Re-rent revenue: Re-rent revenue reflects revenues from equipment that we rent from vendors and then rent to our customers. We account for such rentals as subleases. The accounting for re-rent revenue is the same as the accounting for owned equipment rentals described above.

“Other” equipment rental revenue is primarily comprised of 1) Rental Protection Plan (or "RPP") revenue associated with the damage waiver customers can purchase when they rent our equipment to protect against potential loss or damage, 2) environmental charges associated with the rental of equipment, 3) charges for rented equipment that is damaged by our customers and 4) charges for setup and other services performed on rented equipment.

Revenues from contracts with customers (Topic 606)

The accounting for the types of revenue that are accounted for under Topic 606 is discussed below. Substantially all of our revenues under Topic 606 are recognized at a point-in-time rather than over time.

Delivery and pick-up: Delivery and pick-up revenue associated with renting equipment is recognized when the service is performed.

“Other” equipment rental revenue is primarily comprised of revenues associated with the consumption of fuel by our customers which are recognized when the equipment is returned by the customer (and consumption, if any, can be measured).

Sales of rental equipment, new equipment and contractor supplies are recognized at the time of delivery to, or pick-up by, the customer and when collectibility is probable.

Service and other revenues primarily represent revenues earned from providing repair and maintenance services on our customers’ fleet (including parts sales). Service revenue is recognized as the services are performed.

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~~(Dollars in millions, except per share data, unless otherwise indicated)~~

Receivables and contract assets and liabilities

As reflected above, most of our equipment rental revenue is accounted for under Topic 842 (such revenue represented 7678 percent of our total revenues for the ~~six~~three months ended ~~June 30, 2021)~~March 31, 2022). The customers that are responsible for the remaining revenue that is accounted for under Topic 606 are generally the same customers that rent our equipment. We manage credit risk associated with our accounts receivables at the customer level. Because the same customers generate the revenues that are accounted for under both Topic 606 and Topic 842, the discussions below on credit risk and our allowances for doubtful accounts address receivables arising from revenues from both Topic 606 and Topic 842.

Concentration of credit risk with respect to our receivables is limited because a large number of geographically diverse customers makes up our customer base. Our largest customer accounted for less than 1 percent of total revenues for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, and for each of the last three full years. Our customer with the largest receivable balance represented approximately 1 percent ~~and 2 percent~~ of total receivables at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020, respectively.~~2021. We manage credit risk through credit approvals, credit limits and other monitoring procedures.

Our allowances for doubtful accounts reflect our estimate of the amount of our receivables that we will be unable to collect based on historical write-off experience and, as applicable, current conditions and reasonable and supportable forecasts that affect collectibility. Our estimate could require change based on changing circumstances, including changes in the economy or in the particular circumstances of individual customers. Accordingly, we may be required to increase or decrease

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our allowances. Trade receivables that have contractual maturities of one year or less are written-off when they are determined to be uncollectible based on the criteria necessary to qualify as a deduction for federal tax purposes. Write-offs of such receivables require management approval based on specified dollar thresholds. See the table below for a rollforward of our allowance for doubtful accounts.

The measurement of expected credit losses is based on relevant information from past events, including historical experiences, current conditions and reasonable and supportable forecasts that affect collectibility. ~~Our allowance for doubtful accounts as of June 30, 2021 included an adjustment for the estimated impact of COVID-19 on future collectibility that was not material to our financial statements.~~ Trade receivables are the only material financial asset we have that is subject to the requirement to measure expected credit losses as noted above, as this requirement does not apply to receivables arising from operating lease revenues. Substantially all of our non-lease trade receivables are due in one year or less. As discussed above, most of our equipment rental revenue is accounted for as lease revenue (such revenue represented 7678 percent of our total revenues for the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, and these revenues account for corresponding portions of the ~~$1.400~~$1.607 billion of net accounts receivable and the associated allowance for doubtful accounts of ~~$112~~$116 reported on our condensed consolidated balance sheet as of ~~June 30, 2021)~~March 31, 2022).

As discussed above, most of our equipment rental revenue is accounted for under Topic 842. The customers that are responsible for the remaining revenue that is accounted for under Topic 606 are generally the same customers that rent our equipment. We manage credit risk associated with our accounts receivables at the customer level. The rollforward of our allowance for doubtful accounts (in total, and associated with revenues arising from both Topic 606 and Topic 842) is shown below.


		Three Months Ended June 30, 2021		Three Months Ended June 30, 2020		Six Months Ended June 30, 2021		Six Months Ended June 30, 2020			Three Months Ended March 31, 2022		Three Months Ended March 31, 2021
Beginning balance	Beginning balance	$	104	$	107	$	108	$	103	Beginning balance	$	112	$	108
Acquired		8		0		8		0

Charged to costs and expenses (1)	Charged to costs and expenses (1)	2		2		2		6		Charged to costs and expenses (1)	1		—
Charged to revenue (2)	Charged to revenue (2)	5		2		9		10		Charged to revenue (2)	8		4
Deductions (3)		(7)		(3)		(15)		(11)
Deductions and other (3)										Deductions and other (3)	(5)		(8)
Ending balance	Ending balance	$	112	$	108	$	112	$	108	Ending balance	$	116	$	104

_________________

(1) Reflects bad debt expenses recognized within selling, general and administrative expenses (associated with Topic 606 revenues).

(2) Primarily reflects doubtful accounts associated with lease revenues that were recognized as a reduction to equipment rentals revenue (primarily associated with Topic 842 revenues).

(3) ~~Represents~~Primarily represents write-offs of accounts, net of immaterial ~~recoveries.~~

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~~(Dollars in millions, except per share data, unless otherwise indicated)~~

recoveries and other activity.

We do 0tnot have material contract assets, or impairment losses associated therewith, or material contract liabilities, associated with contracts with customers. Our contracts with customers do not generally result in material amounts billed to customers in excess of recognizable revenue. We did 0tnot recognize material revenue during the ~~six~~three months ended ~~June 30,~~March 31, 2022 or 2021 ~~or 2020~~ that was included in the contract liability balance as of the beginning of such periods.

Performance obligations

Most of our Topic 606 revenue is recognized at a point-in-time, rather than over time. Accordingly, in any particular period, we do not generally recognize a significant amount of revenue from performance obligations satisfied (or partially satisfied) in previous periods, and the amounts of such revenue recognized during the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ were 0tnot material. We also do not expect to recognize material revenue in the future related to performance obligations that were unsatisfied (or partially unsatisfied) as of ~~June 30, 2021.~~March 31, 2022.

Payment terms

Our Topic 606 revenues do not include material amounts of variable consideration. Our payment terms vary by the type and location of our customer and the products or services offered. The time between invoicing and when payment is due is not significant. Our contracts do not generally include a significant financing component. For certain products or services and customer types, we require payment before the products or services are delivered to the customer. Our contracts with customers do not generally result in significant obligations associated with returns, refunds or warranties. See above for a discussion of how we manage credit risk.

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(Dollars in millions, except per share data, unless otherwise indicated)

Revenue is recognized net of taxes collected from customers, which are subsequently remitted to governmental authorities.

Contract costs

We do not recognize any assets associated with the incremental costs of obtaining a contract with a customer (for example, a sales commission) that we expect to recover. Most of our revenue is recognized at a point-in-time or over a period of one year or less, and we use the practical expedient that allows us to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that we otherwise would have recognized is one year or less.

Contract estimates and judgments

Our revenues accounted for under Topic 606 generally do not require significant estimates or judgments, primarily for the following reasons:

•The transaction price is generally fixed and stated in our contracts;

•As noted above, our contracts generally do not include multiple performance obligations, and accordingly do not generally require estimates of the standalone selling price for each performance obligation;

•Our revenues do not include material amounts of variable consideration, or result in significant obligations associated with returns, refunds or warranties; and

•Most of our revenue is recognized as of a point-in-time and the timing of the satisfaction of the applicable performance obligations is readily determinable. As noted above, our Topic 606 revenue is generally recognized at the time of delivery to, or pick-up by, the customer.

Our revenues accounted for under Topic 842 also generally do not require significant estimates or judgments. We monitor and review our estimated standalone selling prices on a regular basis.

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(Dollars in millions, except per share data, unless otherwise indicated)

3. Acquisitions

On May 25, 2021, we completed the acquisition of General Finance. General Finance previously operated as Pac-Van and Container King in the U.S. and Canada, and as Royal Wolf in Australia and New Zealand, and was a leading provider of mobile storage and modular office space. Its network served diverse end-markets, including construction, commercial, industrial, retail, transportation, petrochemical, consumer, natural resources, governmental and education. As of March 31, 2021, General Finance’s rental fleet consisted of approximately 100,000 units at an original cost of approximately $650. For the 12 months ~~ending~~ended December 31, 2020, General Finance had revenues of $342 (such amount represents General Finance’s historic revenue presented in accordance with our revenue mapping). The ~~acquisition is expected to:~~acquisition:

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

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

• ~~Provide~~Provided entry into Australia and New Zealand, with an established platform run by a seasoned management team, and with a strong growth strategy already in place.

The aggregate consideration paid to acquire General Finance was $1.032 billion. The acquisition and related fees and expenses were funded through available cash and drawings on our senior secured asset-based revolving credit facility (“ABL facility”).

The following table summarizes the ~~net book~~fair values of the assets acquired and liabilities ~~assumed~~assumed. The purchase price allocations for these assets and liabilities are based on preliminary valuations and are subject to change as ofwe obtain additional information during the acquisition ~~date. The initial accounting for the acquisition is incomplete. All amounts below could change, potentially materially, as there is significant additional information that~~measurement period, although we have to obtain to finalize the valuations of the assets acquired and liabilities assumed, and to establish the value of the potential intangible assets, primarily because of the proximity of the acquisition date to the balance sheet date of June 30, 2021.do not expect material future changes.


Cash and cash equivalents	$	13
Accounts receivable ~~net of allowance for doubtful accounts~~ (1)	44
Inventory	3736

Rental equipment	~~481~~686
Property and equipment	2542
Intangibles (2)	123
Operating lease right-of-use assets	7959
Other assets	2723
Total identifiable assets acquired	~~706~~1,026

Current liabilities	~~(82)~~(93)
Deferred taxes	~~(68)~~(120)
Operating lease liabilities	~~(76)~~(44)

Total liabilities assumed	~~(226)~~(257)
Net identifiable assets acquired	~~480~~769
Goodwill ~~(2)~~(3)	~~552~~263
Net assets acquired	$	1,032

(1)The fair value of accounts receivables acquired was $44, and the gross contractual amount was $50. We estimated that $6 would be uncollectible.

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



	Fair value		Life (years)
Customer relationships	$	116	7
Trade names and associated trademarks	7		5

Total	$	123

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data, unless otherwise indicated)

(3)All of the goodwill was assigned to our specialty segment. ~~As noted above, we~~We have not yet obtained all the information required to finalize the valuations of the assets acquired and liabilities assumed, ~~primarily because of the proximity of the acquisition date to the balance sheet date of June 30, 2021. As such,~~although we do not expect ~~that goodwill will change materially from the amount noted above.~~material future changes. Once finalized, we expect that the goodwill that results from the acquisition will be primarily reflective of General Finance's going-concern value, the value of General Finance's assembled workforce, new customer relationships expected to arise from the acquisition, and operational synergies that we expect to achieve that would not be available to other market participants. $28 of goodwill is expected to be deductible for income tax purposes.

We incurred acquisition-related costs associated with the General Finance acquisition, however no such costs were recognized during the three months ended March 31, 2022 or 2021. It is not practicable to reasonably estimate the amounts of revenue and earnings of General Finance since the acquisition date, primarily due to the movement of fleet between URI locations and the acquired General Finance locations, as well as our corporate structure and the allocation of corporate costs.

Pro forma financial information

The pro forma information below gives effect to the General Finance acquisition as if it had been completed on January 1, 2020 (the "pro forma acquisition date”). The pro forma information is not necessarily indicative of our results had the acquisition been completed on the above date, nor is it necessarily indicative of our future results. The pro forma information reflects General Finance’s historic revenue presented in accordance with our revenue mapping, does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition, and also does not reflect additional revenue opportunities following the acquisition. The pro forma information includes adjustments to record the acquired assets and liabilities of General Finance at their respective fair values based on available information 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. We expect that the values assigned to the assets acquired and liabilities assumed will be finalized during the one-year measurement period following the acquisition date. The table below presents unaudited pro forma consolidated income statement information as if General Finance had been included in our consolidated results for the entire period reflected:


	Three Months Ended
	March 31,
		2021
United Rentals historic revenues		$	2,057
General Finance historic revenues		89
Pro forma revenues		2,146
United Rentals historic pretax income		275
General Finance historic pretax income (loss)		15
Combined pretax income		290
Pro forma adjustments to combined pretax income:
Impact of fair value mark-ups/useful life changes on depreciation (1)		(7)
Impact of the fair value mark-up of acquired fleet on cost of rental equipment sales (2)		(4)
Intangible asset amortization (3)		(6)

Interest expense (4)		(3)
Elimination of historic interest (5)		5

Elimination of changes in the valuation of bifurcated derivatives in convertible notes (6)		(4)





Pro forma pretax income		$	271

________________

(1) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups, and the changes in useful lives and salvage values, of the equipment acquired in the General Finance acquisition.

(2) Cost of rental equipment sales was adjusted for the fair value mark-ups of rental equipment acquired in the General Finance acquisition.

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data, unless otherwise indicated)

~~The three and six months ended June 30, 2021~~(3) Intangible asset amortization was adjusted to include ~~General Finance acquisition-related costs which are reflected as “Merger related costs” in our condensed consolidated statements~~amortization of ~~income. Our results for~~ the ~~three and six months ended June 30, 2021 include $41 of revenue and $7 of pretax income from General Finance.~~acquired intangible assets.

~~Pro forma financial information~~

~~The pro forma information below gives effect to~~(4) As discussed above, we funded the General Finance acquisition ~~as if it had been completed~~using drawings on ~~January 1, 2020 (“~~our ABL facility. Interest expense was adjusted to reflect interest on the ~~pro forma acquisition date”). The pro forma information~~ABL facility borrowings.

(5) Historic interest on debt that is not necessarily indicative of our revenue results had the acquisition been completed on the above date, nor is it necessarily indicative of our future results. The pro forma revenue information reflects General Finance’s historic revenue presented in accordance with our revenue mapping, and does not include any additional revenue opportunities following the acquisition. While pro forma revenue information is presented below, pro forma income information is not presented, as we expect that there will be material adjustments to the valuespart of the ~~assets acquired, including establishing~~combined entity was eliminated.

(6) General Finance historically recognized changes in the ~~value~~valuation of bifurcated derivatives in convertible notes in its statements of operations. These historic changes were eliminated because the bifurcated derivatives are not part of the potential intangible assets, and liabilities assumed, and, as such, we cannot presently provide meaningful pro forma income information. 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. We expect that such valuation changes could be material, primarily because of the proximity of the acquisition date to June 30, 2021. In future periods, we expect to provide pro forma revenue and income information.

Three Months Ended Six Months Ended
June 30, June 30,
2021 2020 2021 2020
United Rentals historic revenues $ 2,287 $ 1,939 $ 4,344 $ 4,064
General Finance historic revenues 55 84 144 173
Pro forma revenues $ 2,342 $ 2,023 $ 4,488 $ 4,237

combined entity.

During 2022, we completed a series of acquisitions which were not significant individually or in the aggregate. See the condensed consolidated statements of cash flows for the total cash outflow for purchases of other companies, net of cash acquired.

1918

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data, unless otherwise indicated)

4. Segment Information

Our reportable segments are i) general rentals and ii) ~~specialty (formerly "trench, power and fluid solutions"). Our regions~~specialty. For general rentals, the divisions discussed below, which are our operating segments, are aggregated into ~~our~~the reportable ~~segments.~~segment. The specialty segment is a single division that is both an operating segment and a reportable segment. We believe that the ~~regions~~divisions that are aggregated into our reportable segments have similar economic characteristics, as each ~~region~~division is capital intensive, offers similar products to similar customers, uses similar methods to distribute its products, and is subject to similar competitive risks. The aggregation of our ~~regions~~divisions also reflects the management structure that we use for making operating decisions and assessing performance. We evaluate segment performance primarily based on segment equipment rentals gross profit.

The general rentals segment includes the rental of i) general construction and industrial equipment, such as backhoes, skid-steer loaders, forklifts, earthmoving equipment and material handling equipment, ii) aerial work platforms, such as boom lifts and scissor lifts and iii) general tools and light equipment, such as pressure washers, water pumps and power tools. The general rentals segment reflects the aggregation of 114 geographic ~~regions—Carolinas, Gulf South, Industrial (which serves the geographic Gulf region and has a strong industrial presence), Mid-Atlantic, Mid~~ divisions—Central, ~~Midwest,~~ Northeast, ~~Pacific West, South,~~ Southeast and ~~Western Canada—~~West—and operates throughout the United States and Canada.

The specialty segment, which, as noted above, is a single division that is both an operating segment and a reportable segment, includes the rental of specialty construction products such as i) trench safety equipment, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, ii) power and HVAC equipment, such as portable diesel generators, electrical distribution equipment, and temperature control equipment, iii) fluid solutions equipment primarily used for fluid containment, transfer and treatment, and iv) mobile storage equipment and modular office space. The specialty segment is comprised of the following regions, each of which primarily rents the corresponding equipment type described above: i) the Trench Safety region, ii) the Power and HVAC region, iii) the Fluid Solutions and iv) Fluid Solutions Europe regions, and v) the Mobile Storage region. The Mobile Storage region is comprised of locations acquired in the May 2021 acquisition of General Finance, which is discussed in note 3 to the condensed consolidated financial statements. The specialty segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. This segment primarily operates in the United States and Canada, and has a limited presence in Europe, Australia and New Zealand.

The following tables set forth financial information by segment.


	General rentals		Specialty		Total


















Three Months Ended March 31, 2022
Equipment rentals	$	1,593	$	582	$	2,175
Sales of rental equipment	184		27		211
Sales of new equipment	29		16		45
Contractor supplies sales	18		11		29
Service and other revenues	58		6		64
Total revenue	1,882		642		2,524
Depreciation and amortization expense	422		110		532
Equipment rentals gross profit	575		259		834
Capital expenditures	394		143		537
Three Months Ended March 31, 2021
Equipment rentals	$	1,273	$	394	$	1,667
Sales of rental equipment	247		20		267
Sales of new equipment	42		7		49
Contractor supplies sales	16		8		24
Service and other revenues	44		6		50
Total revenue	1,622		435		2,057
Depreciation and amortization expense	380		86		466
Equipment rentals gross profit	411		166		577
Capital expenditures	284		30		314

2019

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data, unless otherwise indicated)

General
rentals Specialty Total
Three Months Ended June 30, 2021
Equipment rentals $ 1,466 $ 485 $ 1,951
Sales of rental equipment 166 28 194
Sales of new equipment 38 19 57
Contractor supplies sales 18 9 27
Service and other revenues 50 8 58
Total revenue 1,738 549 2,287
Depreciation and amortization expense 392 83 475
Equipment rentals gross profit 526 225 751
Three Months Ended June 30, 2020
Equipment rentals $ 1,255 $ 387 $ 1,642
Sales of rental equipment 158 18 176
Sales of new equipment 45 8 53
Contractor supplies sales 15 8 23
Service and other revenues 39 6 45
Total revenue 1,512 427 1,939
Depreciation and amortization expense 401 89 490
Equipment rentals gross profit 419 181 600
Six Months Ended June 30, 2021
Equipment rentals $ 2,739 $ 879 $ 3,618
Sales of rental equipment 413 48 461
Sales of new equipment 80 26 106
Contractor supplies sales 34 17 51
Service and other revenues 94 14 108
Total revenue 3,360 984 4,344
Depreciation and amortization expense 772 169 941
Equipment rentals gross profit 937 391 1,328
Capital expenditures 1,116 145 1,261
Six Months Ended June 30, 2020
Equipment rentals $ 2,649 $ 776 $ 3,425
Sales of rental equipment 348 36 384
Sales of new equipment 98 17 115
Contractor supplies sales 31 17 48
Service and other revenues 80 12 92
Total revenue 3,206 858 4,064
Depreciation and amortization expense 838 178 1,016
Equipment rentals gross profit 867 343 1,210
Capital expenditures 377 78 455

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~~UNITED RENTALS, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Dollars in millions, except per share data, unless otherwise indicated)~~


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Total reportable segment assets	Total reportable segment assets					Total reportable segment assets
General rentals	General rentals	$	15,587	$	15,051	General rentals	$	15,947	$	16,087
Specialty ~~(1)~~	Specialty ~~(1)~~	4,054		2,817		Specialty ~~(1)~~	4,222		4,205
Total assets	Total assets	$	19,641	$	17,868	Total assets	$	20,169	$	20,292

~~___________________~~

~~(1)The increase in the specialty segment assets primarily reflects the impact of the General Finance acquisition discussed in note 3 to the condensed consolidated financial statements.~~

Equipment rentals gross profit is the primary measure management reviews to make operating decisions and assess segment performance. The following is a reconciliation of equipment rentals gross profit to income before provision for income taxes:


		Three Months Ended				Six Months Ended					Three Months Ended
		June 30,				June 30,					March 31,
		2021		2020		2021		2020				2022		2021
Total equipment rentals gross profit	Total equipment rentals gross profit	$	751	$	600	$	1,328	$	1,210	Total equipment rentals gross profit		$	834	$	577
Gross profit from other lines of business	Gross profit from other lines of business	124		101		261		218		Gross profit from other lines of business		158		137
Selling, general and administrative expenses	Selling, general and administrative expenses	(301)		(222)		(551)		(489)		Selling, general and administrative expenses		(323)		(250)
Merger related costs (1)		(3)		0		(3)		0

Restructuring charge ~~(2)~~(1)	Restructuring charge ~~(2)~~(1)	0		(3)		(1)		(5)		Restructuring charge ~~(2)~~(1)		—		(1)
Non-rental depreciation and amortization	Non-rental depreciation and amortization	(90)		(95)		(181)		(195)		Non-rental depreciation and amortization		(97)		(91)
Interest expense, net	Interest expense, net	(100)		(130)		(199)		(266)		Interest expense, net		(94)		(99)

Other (expense) income, net		(4)		0		(2)		4
Other income, net										Other income, net		5		2
Income before provision for income taxes	Income before provision for income taxes	$	377	$	251	$	652	$	477	Income before provision for income taxes		$	483	$	275

___________________

(1)~~Reflects transaction costs~~Primarily reflects severance and branch closure charges associated with the General Finance acquisition discussed in note 3 to the condensed consolidated financial statements. Merger related costs only include costs associated with major acquisitions that significantly impact our ~~operations.~~restructuring programs. For additional information, see "Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations-Other costs/(income)~~-merger related costs"~~-restructuring charges" below.

~~(2)Primarily reflects severance and branch closure charges associated with our restructuring programs. For additional information, see note 5 to our condensed consolidated financial statements.~~

2220

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data, unless otherwise indicated)

5. ~~Restructuring and Asset Impairment Charges~~Fair Value Measurements

Restructuring charges primarily include severance costs associated with headcount reductions, as well as branch closure charges. We incur severance costs and branch closure charges in the ordinary course of our business. We only include such costs that are part of a restructuring program as restructuring charges. Since the first such program was initiated in 2008, we have completed 5 restructuring programs and have incurred total restructuring charges of $351.

~~Closed Restructuring Programs~~

~~Our closed restructuring programs were initiated either in recognition of a challenging economic environment or following the completion of certain significant acquisitions.~~ As of ~~June 30, 2021, the total liability associated with the closed restructuring programs was $12.~~

~~2020-2021 Cost Savings Restructuring Program~~

In the fourth quarter of 2019, we initiated a restructuring program associated with the consolidation of certain common functions, the relocation of our shared-service facilities and certain other cost reduction measures. We expect to complete the restructuring program in 2021, and do not expect to incur significant additional expenses in connection with the program.

~~The table below provides certain information concerning restructuring activity under the 2020-2021 Cost Savings restructuring program during the six months ended June 30, 2021:~~

Description
Beginning
Reserve Balance
Charged to
Costs and
Expenses (1) Payments
and Other
Ending
Reserve Balance
Branch closure charges $ 3 $ 1 $ (3) $ 1
Severance and other 2 0 (2) 0
Total $ 5 $ 1 $ (5) $ 1

~~________________~~

(1) Reflected in our condensed consolidated statements of income as “Restructuring charge” (such charge also includes activity under our other restructuring programs). The restructuring charges are not allocated to our segments. As of June 30, 2021, we have incurred total restructuring charges under the 2020-2021 Cost Savings restructuring program of $17, comprised of $9 of branch closure charges and $8 of severance and other costs.

~~Asset Impairment Charges~~

In addition to the restructuring charges discussed above, during the six months ended June 30, 2020, we recorded asset impairment charges of $26, primarily in our general rentals segment. These asset impairment charges, which were not related to COVID-19, are primarily reflected in depreciation of rental equipment in our condensed consolidated statements of income and principally related to the discontinuation of certain equipment programs. There were 0 material asset impairment charges during the three and six months ended June 30, 2021 or the three months ended June 30, 2020.

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~~UNITED RENTALS, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Dollars in millions, except per share data, unless otherwise indicated)~~

~~6. Prepaid Expenses and Other Assets~~

~~Prepaid expenses and other assets consist of the following:~~

June 30, 2021 December 31, 2020
Equipment (1) 124 300
Insurance 17 18
Advertising reimbursements (2) 25 11
Income taxes 18 4
Other (3) 60 42
Prepaid expenses and other assets $ 244 $ 375

~~_________________~~

(1) Reflects refundable deposits on expected purchases, primarily of rental equipment, pursuant to advanced purchase agreements. Such deposits are presented as a component of our cash flow from operations when paid. We expect to purchase and receive the equipment in 2021. During the six months ended June 30, 2021, new deposits were $109 and purchases of equipment that we had placed deposits on were $285.

~~(2) Reflects reimbursements due for advertising that promotes a vendor’s products or services.~~

~~(3) Includes multiple items, none of which are individually significant.~~

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~~UNITED RENTALS, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Dollars in millions, except per share data, unless otherwise indicated)~~

~~7. Goodwill and Other Intangible Assets~~

~~The following table presents the changes in the carrying amount of goodwill for the six months ended June 30, 2021:~~

General rentals Specialty Total
Balance at January 1, 2021 (1) $ 4,368 $ 800 $ 5,168
Goodwill related to acquisitions (2) 118 552 670
Foreign currency translation and other adjustments 2 5 7
Balance at June 30, 2021 (1) $ 4,488 $ 1,357 $ 5,845

~~_________________~~

~~(1)~~The total carrying amount of goodwill for all periods in the table above is reflected net of $1.557 billion of accumulated impairment charges, which were primarily recorded in our general rentals segment.

~~(2)~~For additional detail on the May 2021 acquisition of General Finance, which was assigned to our specialty segment and accounted for most of the goodwill related to acquisitions, see note 3 to our condensed consolidated financial statements.

~~Other intangible assets were comprised of the following at June 30, 2021~~March 31, 2022 and December 31, ~~2020:~~

June 30, 2021
Weighted-Average Remaining
Amortization Period Gross
Carrying Amount Accumulated
Amortization Net
Amount
Non-compete agreements 48 months $ 21 $ 7 $ 14
Customer relationships 5 years $ 2,284 $ 1,725 $ 559
Trade names and associated trademarks 4 years $ 8 $ 5 $ 3

December 31, 2020
Weighted-Average Remaining
Amortization Period Gross
Carrying Amount Accumulated
Amortization Net
Amount
Non-compete agreements 35 months $ 12 $ 6 $ 6
Customer relationships 6 years $ 2,252 $ 1,614 $ 638
Trade names and associated trademarks 4 years $ 8 $ 4 $ 4

~~As discussed in note 3 to our condensed consolidated financial statements, on May 25,~~ 2021, we completed the acquisition of General Finance. We have not yet obtained all the information required to finalize the valuations of the assets acquired and liabilities assumed, and to establish the value of the potential intangible assets, primarily because of the proximity of the acquisition date to the balance sheet date of June 30, 2021. As such, we have not yet recorded, as of June 30, 2021, any intangible assets associated with the acquisition.

Amortization expense for other intangible assets was $55 and $63 for the three months ended June 30, 2021 and 2020, respectively, and $111 and $131 for the six months ended June 30, 2021 and 2020, respectively.

~~As of June 30, 2021, estimated amortization expense for other intangible assets for each of the next five years and thereafter is as follows:~~

2021 $ 102
2022 170
2023 125
2024 82
2025 55
Thereafter 42
Total $ 576

~~8. Fair Value Measurements~~

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~~UNITED RENTALS, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Dollars in millions, except per share data, unless otherwise indicated)~~

~~As of June 30, 2021 and December 31, 2020,~~ the amounts of our assets and liabilities that were accounted for at fair value were immaterial.

Fair value measurements are categorized in one of the following three levels based on the lowest level input that is significant to the fair value measurement in its entirety:

Level 1- Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2- Observable inputs other than quoted prices in active markets for identical assets or liabilities include:

a)quoted prices for similar assets or liabilities in active markets;

b)quoted prices for identical or similar assets or liabilities in inactive markets;

c)inputs other than quoted prices that are observable for the asset or liability;

d)inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3- Inputs to the valuation methodology are unobservable (i.e., supported by little or no market activity) and significant to the fair value measure.

Fair Value of Financial Instruments

The carrying amounts reported in our condensed consolidated balance sheets for accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value due to the immediate to short-term maturity of these financial instruments. The fair values of our ABL, accounts receivable securitization and term loan facilities and finance leases approximated their book values as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. The estimated fair values of our other financial instruments, all of which are categorized in Level 1 of the fair value hierarchy, as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021 have been calculated based upon available market information, and were as follows:

June 30, 2021 December 31, 2020
Carrying
Amount Fair
Value Carrying
Amount Fair
Value
Senior notes $ 6,967 $ 7,324 $ 6,965 $ 7,470


	March 31, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value


Senior notes	$	6,717	$	6,672	$	6,716	$	7,023

9.6. Debt

Debt, net of unamortized original issue discounts or premiums, and unamortized debt issuance costs, consists of the following:

2621

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data, unless otherwise indicated)


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Accounts Receivable Securitization Facility expiring 2022 (1) (2)	Accounts Receivable Securitization Facility expiring 2022 (1) (2)	$	794	$	634	Accounts Receivable Securitization Facility expiring 2022 (1) (2)	$	900	$	843
$3.75 billion ABL Facility expiring 2024 (1) (3)		1,294		977
$3.75 billion ABL Facility expiring 2024 (1)						$3.75 billion ABL Facility expiring 2024 (1)	776		1,029
Term loan facility expiring 2025 (1)	Term loan facility expiring 2025 (1)	966		971		Term loan facility expiring 2025 (1)	960		962
5 7/8 percent Senior Notes due 2026		999		999

5 1/2 percent Senior Notes due 2027(3)	5 1/2 percent Senior Notes due 2027(3)	994		994		5 1/2 percent Senior Notes due 2027(3)	995		995
3 7/8 percent Senior Secured Notes due 2027	3 7/8 percent Senior Secured Notes due 2027	742		742		3 7/8 percent Senior Secured Notes due 2027	743		743
4 7/8 percent Senior Notes due 2028 (4)	4 7/8 percent Senior Notes due 2028 (4)	1,655		1,654		4 7/8 percent Senior Notes due 2028 (4)	1,661		1,660
4 7/8 percent Senior Notes due 2028 (4)		4		4

5 1/4 percent Senior Notes due 2030	5 1/4 percent Senior Notes due 2030	743		742		5 1/4 percent Senior Notes due 2030	743		743
4 percent Senior Notes due 2030	4 percent Senior Notes due 2030	742		742		4 percent Senior Notes due 2030	743		743
3 7/8 percent Senior Notes due 2031	3 7/8 percent Senior Notes due 2031	1,088		1,088		3 7/8 percent Senior Notes due 2031	1,089		1,089
Other acquired debt		2		0
3 3/4 percent Senior Notes due 2032						3 3/4 percent Senior Notes due 2032	743		743

Finance leases	Finance leases	137		135		Finance leases	135		135

Total debt	Total debt	10,160		9,682		Total debt	9,488		9,685
Less short-term portion (5)	Less short-term portion (5)	(852)		(704)		Less short-term portion (5)	(960)		(906)
Total long-term debt	Total long-term debt	$	9,308	$	8,978	Total long-term debt	$	8,528	$	8,779

___________________

(1)The table below presents financial information associated with our variable rate indebtedness as of and for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. We have borrowed the full available amount under the term loan facility. The principal obligation under the term loan facility is required to be repaid in quarterly installments in an aggregate amount equal to 1.0 percent per annum, with the balance due at the maturity of the facility. The average amount of debt outstanding under the term loan facility decreases slightly each quarter due to the requirement to repay a portion of the principal obligation.


		ABL facility			Accounts receivable securitization facility			Term loan facility				ABL facility			Accounts receivable securitization facility			Term loan facility
Borrowing capacity, net of letters of credit	Borrowing capacity, net of letters of credit	$	2,384		$	106		$	0		Borrowing capacity, net of letters of credit	$	2,905		$	—		$	—
Letters of credit	Letters of credit	64									Letters of credit	64
Interest rate at June 30, 2021		1.4		%	0.9		%	1.9		%
Interest rate at March 31, 2022											Interest rate at March 31, 2022	1.9		%	1.2		%	2.2		%
Average month-end debt outstanding	Average month-end debt outstanding	892			628			975			Average month-end debt outstanding	815			874			967
Weighted-average interest rate on average debt outstanding	Weighted-average interest rate on average debt outstanding	1.3		%	1.3		%	1.9		%	Weighted-average interest rate on average debt outstanding	1.7		%	1.0		%	2.0		%
Maximum month-end debt outstanding	Maximum month-end debt outstanding	1,672			794			978			Maximum month-end debt outstanding	891			900			968

(2)In June 2021, the accounts receivable securitization facility was amended, primarily to increase the facility size and to extend the maturity date which may be further extended on a 364-day basis by mutual agreement with the purchasers under the facility. The size of the facility, which expires on June 24, 2022, was increased to $900. Borrowings under the accounts receivable securitization facility are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves and other deductions, exceeds the outstanding loans. As of ~~June 30, 2021,~~March 31, 2022, there were ~~$903~~$1.050 billion of receivables, net of applicable reserves and other deductions, in the collateral pool.

(3)In ~~June 2021, the ABL facility was amended, primarily~~April 2022, URNA gave notice of its intention to ~~provide for a separate tranche of revolving commitments in an aggregate~~redeem $500 principal amount of ~~$175 U.S. dollars~~its 5 1/2 percent Senior Notes. The redemption is expected to take place in May 2022 at a redemption price of 102.75 percent, plus accrued and unpaid interest. The redemption will be ~~available to subsidiaries in Australia~~funded using cash and New Zealand acquired as part of the General Finance acquisition discussed in note 3 to the condensed consolidated financial statements. The aggregate amount committed under the ABL facility remains unchanged. The increase in the outstanding debt under the ABL facility since December 31, 2020 primarily reflects the use of borrowings under the ABL ~~facility~~facility. Upon redemption, we expect to ~~fund most~~recognize a loss reflecting the difference between the net carrying amount and the total purchase price of the ~~cost of the General Finance acquisition, partially offset by the use of proceeds from operations to reduce borrowings under the facility.~~redeemed notes.

(4)URNA separately issued 4 7/8 percent Senior Notes in August 2017 and in September 2017. Following the issuances, URNA consummated an exchange offer pursuant to which most of the 4 7/8 percent Senior Notes issued in September 2017 were exchanged for additional notes fungible with the 4 7/8 percent Senior Notes issued in August 2017. As of March 31, 2022, the total above is comprised of two separate 4 7/8 percent Senior Notes, one with a book value of $1.657 billion and one with a book value of $4.

(5)As of ~~June 30, 2021,~~March 31, 2022, our short-term debt primarily ~~reflects $794~~reflected $900 of borrowings under our accounts receivable securitization facility.

Loan Covenants and Compliance

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~~UNITED RENTALS, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Dollars in millions, except per share data, unless otherwise indicated)~~

As of ~~June 30, 2021,~~March 31, 2022, we were in compliance with the covenants and other provisions of the ABL, accounts receivable securitization and term loan facilities and the senior notes. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Dollars in millions, except per share data, unless otherwise indicated)

The only financial covenant that currently exists under the ABL facility is the fixed charge coverage ratio. Subject to certain limited exceptions specified in the ABL facility, the fixed charge coverage ratio covenant under the ABL facility will only apply in the future if specified availability under the ABL facility falls below 10 percent of the maximum revolver amount under the ABL facility. When certain conditions are met, cash and cash equivalents and borrowing base collateral in excess of the ABL facility size may be included when calculating specified availability under the ABL facility. As of ~~June 30, 2021,~~March 31, 2022, specified availability under the ABL facility exceeded the required threshold and, as a result, this financial covenant was inapplicable. Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding. The accounts receivable securitization facility also requires us to comply with the fixed charge coverage ratio under the ABL facility, to the extent the ratio is applicable under the ABL facility.

~~10. Leases~~

As discussed in note 2 to the condensed consolidated financial statements, most of our equipment rental revenue is accounted for as lease revenue under Topic 842 (such lease revenue represented 76 percent of our total revenues for the six months ended June 30, 2021). See note 2 to the condensed consolidated financial statements for a discussion of our revenue accounting (such discussion includes lessor disclosures required under Topic 842).

We determine if an arrangement is a lease at inception. Our material lease contracts are generally for real estate or vehicles, and the determination of whether such contracts contain leases generally does not require significant estimates or judgments. We lease real estate and equipment under operating leases. We lease a significant portion of our branch locations, and also lease other premises used for purposes such as district and regional offices and service centers. Our finance lease obligations consist primarily of rental equipment (primarily vehicles) and building leases.

Operating leases result in the recognition of right-of-use ("ROU") assets and lease liabilities on the balance sheet. ROU assets represent our right to use the leased asset for the lease term and lease liabilities represent our obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our estimated incremental borrowing rate at the commencement date to determine the present value of lease payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives. Our lease terms may include options, at our sole discretion, to extend or terminate the lease that we are reasonably certain to exercise. The amount of payments associated with such options reflected in the “Maturity of lease liabilities” table below is not material. Most real estate leases include one or more options to renew, with renewal terms that can extend the lease term from 1 to 5 years or more. Lease expense is recognized on a straight-line basis over the lease term.

Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense on such leases is recognized on a straight-line basis over the lease term. The primary leases we enter into with initial terms of 12 months or less are for equipment that we rent from vendors and then rent to our customers. We generate sublease revenue from such leases that we refer to as "re-rent revenue" as discussed in note 2 to the condensed consolidated financial statements. Apart from this re-rent revenue, we do not generate material sublease income.

We have lease agreements with lease and non-lease components, and, for our real estate operating leases, we use the practical expedient that allows us to account for the lease and non-lease components as a single lease component. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

~~The tables below present financial information associated with our leases as of June 30, 2021 and December 31, 2020, and for the three and six months ended June 30, 2021 and 2020.~~

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~~UNITED RENTALS, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Dollars in millions, except per share data, unless otherwise indicated)~~

Classification June 30, 2021 December 31, 2020
Assets
Operating lease assets Operating lease right-of-use assets (1) $ 781 $ 688
Finance lease assets Rental equipment 313 295
Less accumulated depreciation (88) (86)
Rental equipment, net 225 209
Property and equipment, net:
Non-rental vehicles 8 8
Buildings 21 19
Less accumulated depreciation and amortization (16) (11)
Property and equipment, net 13 16
Total leased assets 1,019 913
Liabilities
Current
Operating Accrued expenses and other liabilities 192 178
Finance Short-term debt and current maturities of long-term debt 48 60
Long-term
Operating Operating lease liabilities (1) 630 549
Finance Long-term debt 89 75
Total lease liabilities $ 959 $ 862

~~_________________~~

~~(1) The increases in 2021 include the impact of the General Finance acquisition discussed in note 3 to the condensed consolidated financial statements.~~

Lease cost Classification Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 Six Months Ended June 30, 2021 Six Months Ended June 30, 2020
Operating lease cost (1) Cost of equipment rentals, excluding depreciation (1) $ 100 $ 86 $ 190 $ 178
Selling, general and administrative expenses 3 3 5 6
Restructuring charge 0 1 1 2
Finance lease cost
Amortization of leased assets Depreciation of rental equipment 8 8 15 15
Non-rental depreciation and amortization 1 1 1 1
Interest on lease liabilities Interest expense, net 1 3 2 6
Sublease income (2) (42) (30) (74) (64)
Net lease cost $ 71 $ 72 $ 140 $ 144

~~_________________~~

(1) Includes variable lease costs, which are immaterial. Cost of equipment rentals, excluding depreciation includes $34 and $27 for the three months ended June 30, 2021 and 2020, respectively, and $62 and $58 for the six months ended June 30, 2021 and 2020, respectively, of short-term lease costs associated with equipment that we rent from vendors and then rent to our customers, as discussed further above. Apart from these costs, short-term lease costs are immaterial.

~~(2) Primarily reflects re-rent revenue as discussed further above.~~

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~~UNITED RENTALS, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Dollars in millions, except per share data, unless otherwise indicated)~~

Maturity of lease liabilities (as of June 30, 2021) Operating leases (1) Finance leases (2)
2021 $ 117 $ 29
2022 205 50
2023 172 40
2024 139 17
2025 102 4
Thereafter 199 4
Total 934 144
Less amount representing interest (112) (7)
Present value of lease liabilities $ 822 $ 137

~~_________________~~

(1) Reflects payments for non-cancelable operating leases with initial or remaining terms of one year or more as of June 30, 2021. The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate.

~~(2) The table above does not include any legally binding minimum lease payments for leases signed but not yet commenced, and such leases are not material in the aggregate.~~

Lease term and discount rate June 30, 2021 December 31, 2020
Weighted-average remaining lease term (years)
Operating leases 6.0 5.0
Finance leases 3.3 3.0
Weighted-average discount rate
Operating leases 4.1 % 4.2 %
Finance leases 2.7 % 3.4 %

Other information Six Months Ended June 30, 2021 Six Months Ended June 30, 2020
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 108 $ 104
Operating cash flows from finance leases 2 6
Financing cash flows from finance leases 42 26
Leased assets obtained in exchange for new operating lease liabilities (1) 184 92
Leased assets obtained in exchange for new finance lease liabilities $ 39 $ 39

~~_________________~~

~~(1) The increase in 2021 includes the impact of the General Finance acquisition discussed in note 3 to the condensed consolidated financial statements.~~

~~11.~~7. Legal and Regulatory Matters

We are subject to a number of claims and proceedings that generally arise in the ordinary course of our business. These matters include, but are not limited to, general liability claims (including personal injury, property and auto claims), indemnification and guarantee obligations, employee injuries and employment-related claims, self-insurance obligations, contract and real estate matters, and other general business litigation. Based on advice of counsel and available information, including current status or stage of proceeding, and taking into account accruals for matters where we have established them, we currently believe that any liabilities ultimately resulting from such claims and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

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~~UNITED RENTALS, INC.~~

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)~~

~~(Dollars in millions, except per share data, unless otherwise indicated)~~

~~12.~~8. Earnings Per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares plus the effect of dilutive potential common shares outstanding during the period. The following table sets forth the computation of basic and diluted earnings per share (shares in thousands):


		Three Months Ended				Six Months Ended					Three Months Ended
		June 30,				June 30,					March 31,
		2021		2020		2021		2020				2022		2021
Numerator:	Numerator:									Numerator:

Net income available to common stockholders	Net income available to common stockholders	$	293	$	212	496		385		Net income available to common stockholders		367		203
Denominator:	Denominator:									Denominator:
Denominator for basic earnings per share—weighted-average common shares	Denominator for basic earnings per share—weighted-average common shares	72,455		72,161		72,397		73,101		Denominator for basic earnings per share—weighted-average common shares		72,372		72,338
Effect of dilutive securities:	Effect of dilutive securities:									Effect of dilutive securities:
Employee stock options	Employee stock options	4		12		5		14		Employee stock options		4		6

Restricted stock units	Restricted stock units	258		102		291		155		Restricted stock units		308		330
Denominator for diluted earnings per share—adjusted weighted-average common shares	Denominator for diluted earnings per share—adjusted weighted-average common shares	72,717		72,275		72,693		73,270		Denominator for diluted earnings per share—adjusted weighted-average common shares		72,684		72,674
Basic earnings per share	Basic earnings per share	$	4.03	$	2.94	$	6.85	$	5.26	Basic earnings per share		$	5.07	$	2.81
Diluted earnings per share	Diluted earnings per share	$	4.02	$	2.93	$	6.82	$	5.25	Diluted earnings per share		$	5.05	$	2.80

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in millions, except per share data, unless otherwise indicated)

COVID-19

As discussed in note 1 to our condensed consolidated financial statements, the COVID-19 pandemic has significantly disrupted supply chains and businesses around the world. ~~The extent~~Uncertainty remains regarding the ongoing impact of existing and ~~duration~~emerging variant strains of ~~the~~ COVID-19 ~~impact,~~ on the operations and financial position of United Rentals, and on the global ~~economy, is uncertain.~~economy. Uncertainty also remains ~~regarding emerging variant strains of COVID-19, and~~ regarding the length of time it will take for the COVID-19 pandemic to ultimately subside, ~~including the time it~~which will ~~take for vaccines to~~ be ~~broadly distributed and accepted in the United States and the rest of the world, and~~impacted by the effectiveness of ~~such~~ vaccines against COVID-19 (including against emerging variant strains), and by measures that may in ~~slowing or stopping~~ the ~~spread of COVID-19 and mitigating the economic effects of the pandemic.~~future be implemented to protect public health.

~~Prior to mid-March 2020, our performance was largely in line with expectations.~~ We began to experience a decline in revenues in March 2020, which is when the World Health Organization characterized COVID-19 as a pandemic and when our rental volume first declined in response to shelter-in-place orders and other market restrictions. The volume declines were more pronounced in 2020 than 2021, and we have seen recent evidence of recovery across our construction and industrial markets, as well as encouraging gains in end-market ~~indicators.~~indicators, as reflected in our 2022 forecast and performance through March 31, 2022. In early March 2020, we initiated contingency planning ahead of the impact of COVID-19 on our end-markets. ~~This planning has~~

Our COVID-19 response plan is focused on five ~~key work-streams that are the basis for our crisis response plan:~~

1.~~Ensuring~~work-streams: 1) ensuring the safety and well-being of our employees and ~~customers:~~ Above all else, we are committed to ensuring the health, safety and well-being of our employees and customers. We have implemented a variety of COVID-19 safety measures, including ensuring that branches have sufficient and adequate personal protection equipment. We have also implemented appropriate social distancing practices, and increased disinfecting of equipment and facilities.

2.~~Leveraging~~customers, 2) leveraging our competitive advantages to support the needs of ~~customers:~~ ~~We have made modifications to enhance safety measures in our operating processes and protocols that support the needs of our customers. Additionally, our digital capabilities allow~~ customers, ~~to perform fully contactless transactions.~~

3.~~Disciplined capital expenditures:~~ ~~We have a substantial degree of flexibility in~~3) aggressively managing ~~our~~ capital expenditures, and fleet capacity. Net rental capital expenditures (purchases of rental equipment less the proceeds from sales of rental equipment) for 2020 decreased $1.198 billion, or 92 percent, from 2019. We expect that net rental capital expenditures for 2021 will be consistent with historic (pre-COVID-19) levels.

4.~~Controlling~~4) controlling core operating ~~expenses:~~ ~~A significant portion of our cash operating costs are variable in nature. Beginning in March 2020, we significantly reduced overtime~~expenses and temporary labor primarily in response to the impact of COVID-19. Furthermore, we continue to leverage our current capacity to reduce the need for third-party delivery and repair services, and minimize other discretionary expenses across general and administrative areas. As discussed throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the impact of COVID-19 was more pronounced in 2020, and certain costs have returned to more normal levels, as have revenues. We continue to manage our operating costs as noted above.

5.~~Proactively~~5) proactively managing the balance sheet with a focus on ~~liquidity:~~ liquidity. We ~~are focused on ensuring~~believe that ~~we maintain ample liquidity to meet our business needs as~~this response plan has helped mitigate the impact of COVID-19 ~~evolves. As a result,~~on our ~~current $500 share repurchase program was paused~~results. Our Annual Reports on Form 10-K for the years ended December 31, 2021 and 2020, and our Quarterly Reports on Form 10-Q filed in ~~mid-March 2020. We are currently unable to estimate when, or if, the program will be restarted,~~2021 and repurchases under the program could resume at any time. At June 30, 2021, our total liquidity was $2.826 billion, comprised of cash and cash equivalents, and availability under the ABL and accounts receivable securitization facilities. We have no note maturities until 2026.

2020 include additional detailed COVID-19 disclosures. The impact of COVID-19 on our business is discussed throughout this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” ~~The response plan above has helped mitigate the impact of COVID-19 on our results.~~

Executive Overview

We are the largest equipment rental company in the world, with an integrated network of ~~1,332~~1,360 rental locations. We primarily operate in the United States and Canada, and have a limited presence in Europe, Australia and New Zealand. In July 2018, we completed the acquisition of BakerCorp, which allowed for our entry into select European markets. As discussed in note 3 to the condensed consolidated financial statements, in May 2021, we completed the acquisition of General Finance, which allowed for our entry into select markets in Australia and New Zealand. Although the equipment rental industry is highly fragmented and diverse, we believe that we are well positioned to take advantage of this environment because, as a larger company, we have more extensive resources and certain competitive advantages. These include a fleet of rental equipment with a total original equipment cost (“OEC”) of ~~$15.1~~$16.0 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. ~~The BakerCorp acquisition added~~

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11 European locations in France, Germany, the United Kingdom and the Netherlands to our branch network, and the General Finance acquisition added 28 locations in Australia and 18 locations in New Zealand. Our size also gives us greater purchasing power, the ability to provide customers with a broader range of equipment and services, the ability to provide customers with equipment that is more consistently well-maintained and therefore more productive and reliable, and the ability to enhance the earning potential of our assets by transferring equipment among branches to satisfy customer needs.

We offer approximately ~~4,200~~4,300 classes of equipment for rent to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. Our revenues are derived from the following sources: equipment rentals, sales of rental equipment, sales of new equipment, contractor supplies sales and service and other revenues. Equipment rentals represented 8386 percent of total revenues for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022.

For the past several years, we have executed a strategy focused on improving the profitability of our core equipment rental business through revenue growth, margin expansion and operational efficiencies. In particular, we have focused on customer segmentation, customer service differentiation, rate management, fleet management and operational efficiency.

We are continuing to manage the impact of COVID-19, aswhich is discussed above. Our general strategy focuses on profitability and return on invested capital, and, in particular, calls for:

•A consistently superior standard of service to customers, often provided through a single lead contact who can coordinate the cross-selling of the various services we offer throughout our network. We utilize a proprietary software application, Total Control®, which provides our key customers with a single in-house software application that enables them to monitor and manage all their equipment needs. Total Control® is a unique customer offering that enables us to develop strong, long-term relationships with our larger customers. Our digital capabilities, including our Total Control® platform, allow our sales teams to provide contactless end-to-end customer service;

•The further optimization of our customer mix and fleet mix, with a dual objective: to enhance our performance in serving our current customer base, and to focus on the accounts and customer types that are best suited to our strategy for profitable growth. We believe these efforts will lead to even better service of our target accounts, primarily large construction and industrial customers, as well as select local contractors. Our fleet team's analyses

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are aligned with these objectives to identify trends in equipment categories and define action plans that can generate improved returns;

•A continued focus on “Lean” management techniques, including kaizen processes focused on continuous improvement. We continue to implement Lean kaizen processes across our branch network, with the objectives of: reducing the cycle time associated with renting our equipment to customers; improving invoice accuracy and service quality; reducing the elapsed time for equipment pickup and delivery; and improving the effectiveness and efficiency of our repair and maintenance operations;

•The continued expansion of our specialty footprint, as well as our tools and onsite services offerings, and the cross-selling of these services throughout our network. We believe that the expansion of our specialty business, as exhibited by our acquisition of General Finance discussed in note 3 to the condensed consolidated financial statements, as well as our tools and onsite services offerings, will further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings; and

•The pursuit of strategic acquisitions to continue to expand our core equipment rental business. Strategic acquisitions allow us to invest our capital to expand our business, further driving our ability to accomplish our strategic goals.

Financial Overview

Prior to taking actions pertaining to our financial flexibility and liquidity, we consider the impact of COVID-19 on liquidity, and assess our available sources and anticipated uses of cash, including, with respect to sources, cash generated from operations and from the sale of rental equipment. Since December 31, ~~2020,~~2021, total debt has ~~increased $478,~~decreased $197, or ~~4.9~~2.0 percent, primarily reflecting ~~the use of borrowings under the ABL facility to fund most of the cost of the General Finance acquisition discussed above, partially offset by the use of cash generated from operations to reduce~~reduced borrowings under the ABL facility. As of ~~June 30, 2021,~~March 31, 2022, we had available liquidity of ~~$2.826~~$3.006 billion, comprised of cash and cash equivalents, and availability under the ABL and accounts receivable securitization facilities. As discussed in note 6 to the condensed consolidated financial statements, in May 2022, we expect to redeem $500 principal amount of our 5 1/2 percent Senior Notes, using cash and borrowings under the ABL facility.

Net income. Net income and diluted earnings per share for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ are presented below.

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		Three Months Ended				Six Months Ended					Three Months Ended
		June 30,				June 30,					March 31,
		2021		2020		2021		2020				2022		2021
Net income	Net income	$	293	$	212	$	496	$	385	Net income		$	367	$	203
Diluted earnings per share	Diluted earnings per share	$	4.02	$	2.93	$	6.82	$	5.25	Diluted earnings per share		$	5.05	$	2.80

Net income and diluted earnings per share for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ include the after-tax impacts of the items below. The tax rates applied to the items below reflect the statutory rates in the applicable entities.


		Three Months Ended June 30,										Six Months Ended June 30,											Three Months Ended March 31,
		2021					2020					2021					2020							2022	2021
Tax rate applied to items below	Tax rate applied to items below	25.4		%			25.2		%			25.3		%			25.2		%			Tax rate applied to items below			25.3	%		25.3	%
		Contribution to net income (after-tax)			Impact on diluted earnings per share		Contribution to net income (after-tax)			Impact on diluted earnings per share		Contribution to net income (after-tax)			Impact on diluted earnings per share		Contribution to net income (after-tax)			Impact on diluted earnings per share					Contribution to net income (after-tax)		Impact on diluted earnings per share	Contribution to net income (after-tax)		Impact on diluted earnings per share
Merger related costs (1)		$	(2)		$	(0.03)	$	—		$	—	$	(2)		$	(0.03)	$	—		$	—

Merger related intangible asset amortization ~~(2)~~(1)	Merger related intangible asset amortization ~~(2)~~(1)	(34)			(0.48)		(41)			(0.59)		(70)			(0.97)		(85)			(1.15)		Merger related intangible asset amortization ~~(2)~~(1)			(37)		(0.52)	(36)		(0.50)
Impact on depreciation related to acquired fleet and property and equipment ~~(3)~~(2)	Impact on depreciation related to acquired fleet and property and equipment ~~(3)~~(2)	(1)			(0.01)		(2)			(0.02)		(2)			(0.03)		(4)			(0.06)		Impact on depreciation related to acquired fleet and property and equipment ~~(3)~~(2)			(7)		(0.10)	(1)		(0.02)
Impact of the fair value mark-up of acquired fleet ~~(4)~~(3)	Impact of the fair value mark-up of acquired fleet ~~(4)~~(3)	(6)			(0.08)		(8)			(0.10)		(15)			(0.20)		(17)			(0.23)		Impact of the fair value mark-up of acquired fleet ~~(4)~~(3)			(5)		(0.06)	(9)		(0.12)

Restructuring charge ~~(5)~~(4)	Restructuring charge ~~(5)~~(4)	—			—		(3)			(0.04)		(1)			(0.01)		(4)			(0.06)		Restructuring charge ~~(5)~~(4)			—		—	(1)		(0.01)
Asset impairment charge (6)		(3)			(0.04)		(1)			—		(3)			(0.04)		(20)			(0.27)

(1)This reflects ~~transaction costs associated with~~ the ~~General Finance acquisition discussed above. Merger related costs only include costs associated with~~amortization of the intangible assets acquired in the major acquisitions completed since 2012 that significantly ~~impact~~impacted our operations (the "major acquisitions," each of which had annual revenues of over $200 prior to acquisition). ~~For additional information, see "Results of Operations-Other costs/(income)-merger related costs" below.~~

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

~~(3)~~This reflects the impact of extending the useful lives of equipment acquired in certain major acquisitions, net of the impact of additional depreciation associated with the fair value mark-up of such equipment.

~~(4)~~(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.

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(4)This primarily reflects severance and branch closure charges associated with our restructuring programs. For additional information, see ~~note 5 to our condensed consolidated financial statements.~~

~~(6)This reflects write-offs~~"Management’s Discussion and Analysis of ~~leasehold improvements~~Financial Condition and ~~other fixed assets. The 2020 asset impairment charges were not related to COVID-19, and were primarily associated with the discontinuation~~Results of ~~certain equipment programs.~~Operations-Results of Operations-Other costs/(income)-restructuring charges" below.

EBITDA GAAP Reconciliations. EBITDA represents the sum of net income, provision for income taxes, interest expense, net, depreciation of rental equipment and non-rental depreciation and amortization. Adjusted EBITDA represents EBITDA plus the sum of the ~~merger related costs,~~ restructuring ~~charge,~~charges, stock compensation expense, net and the impact of the fair value mark-up of the acquired fleet. These items are excluded from adjusted EBITDA internally when evaluating our operating performance and for strategic planning and forecasting purposes, and allow investors to make a more meaningful comparison between our core business operating results over different periods of time, as well as with those of other similar companies. The net income and adjusted EBITDA margins represent net income or adjusted EBITDA divided by total revenue. Management believes that EBITDA and adjusted EBITDA, when viewed with the Company’s results under GAAP and the accompanying reconciliations, provide useful information about operating performance and period-over-period growth, and provide additional information that is useful for evaluating the operating performance of our core business without regard to potential distortions. Additionally, management believes that EBITDA and adjusted EBITDA help investors gain an

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understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced. However, EBITDA and adjusted EBITDA are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as alternatives to net income or cash flow from operating activities as indicators of operating performance or liquidity.

The table below provides a reconciliation between net income and EBITDA and adjusted EBITDA:


		Three Months Ended						Six Months Ended							Three Months Ended
		June 30,						June 30,							March 31,
		2021			2020			2021			2020					2022			2021
Net income	Net income	$	293		$	212		$	496		$	385		Net income		$	367		$	203
Provision for income taxes	Provision for income taxes	84			39			156			92			Provision for income taxes		116			72
Interest expense, net	Interest expense, net	100			130			199			266			Interest expense, net		94			99

Depreciation of rental equipment	Depreciation of rental equipment	385			395			760			821			Depreciation of rental equipment		435			375
Non-rental depreciation and amortization	Non-rental depreciation and amortization	90			95			181			195			Non-rental depreciation and amortization		97			91
EBITDA	EBITDA	$	952		$	871		$	1,792		$	1,759		EBITDA		$	1,109		$	840
Merger related costs (1)		3			—			3			—

Restructuring charge ~~(2)~~(1)	Restructuring charge ~~(2)~~(1)	—			3			1			5			Restructuring charge ~~(2)~~(1)		—			1
Stock compensation expense, net ~~(3)~~(2)	Stock compensation expense, net ~~(3)~~(2)	35			15			56			28			Stock compensation expense, net ~~(3)~~(2)		24			21
Impact of the fair value mark-up of acquired fleet ~~(4)~~(3)	Impact of the fair value mark-up of acquired fleet ~~(4)~~(3)	9			10			20			22			Impact of the fair value mark-up of acquired fleet ~~(4)~~(3)		6			11

Adjusted EBITDA	Adjusted EBITDA	$	999		$	899		$	1,872		$	1,814		Adjusted EBITDA		$	1,139		$	873
Net income margin	Net income margin	12.8		%	10.9		%	11.4		%	9.5		%	Net income margin		14.5		%	9.9		%
Adjusted EBITDA margin	Adjusted EBITDA margin	43.7		%	46.4		%	43.1		%	44.6		%	Adjusted EBITDA margin		45.1		%	42.4		%

The table below provides a reconciliation between net cash provided by operating activities and EBITDA and adjusted EBITDA:

Six Months Ended
June 30,
2021 2020
Net cash provided by operating activities $ 1,934 $ 1,461
Adjustments for items included in net cash provided by operating activities but excluded from the calculation of EBITDA:
Amortization of deferred financing costs and original issue discounts (6) (7)
Gain on sales of rental equipment 187 154
Gain on sales of non-rental equipment 4 3
Insurance proceeds from damaged equipment 14 13
Merger related costs (1) (3) —
Restructuring charge (2) (1) (5)
Stock compensation expense, net (3) (56) (28)
Changes in assets and liabilities (584) (112)
Cash paid for interest 195 259
Cash paid for income taxes, net 108 21
EBITDA $ 1,792 $ 1,759
Add back:
Merger related costs (1) 3 —
Restructuring charge (2) 1 5
Stock compensation expense, net (3) 56 28
Impact of the fair value mark-up of acquired fleet (4) 20 22
Adjusted EBITDA $ 1,872 $ 1,814

~~___________________~~

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~~(1)~~This reflects transaction costs associated with the General Finance acquisition discussed above. Merger related costs only include costs associated with major acquisitions that significantly impact our operations. For additional information, see "Results of Operations-Other costs/(income)-merger related costs" below.


	Three Months Ended
	March 31,
	2022		2021
Net cash provided by operating activities	$	886	$	758
Adjustments for items included in net cash provided by operating activities but excluded from the calculation of EBITDA:
Amortization of deferred financing costs and original issue discounts	(3)		(3)
Gain on sales of rental equipment	116		103
Gain on sales of non-rental equipment	2		1
Insurance proceeds from damaged equipment	7		7

Restructuring charge (1)	—		(1)
Stock compensation expense, net (2)	(24)		(21)



Changes in assets and liabilities	(34)		(177)
Cash paid for interest	149		167
Cash paid for income taxes, net	10		6
EBITDA	$	1,109	$	840
Add back:

Restructuring charge (1)	—		1
Stock compensation expense, net (2)	24		21
Impact of the fair value mark-up of acquired fleet (3)	6		11

Adjusted EBITDA	$	1,139	$	873

___________________

~~(2)~~(1)This primarily reflects severance and branch closure charges associated with our restructuring programs. For additional information, see ~~note 5 to our condensed consolidated financial statements.~~"Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations-Other costs/(income)-restructuring charges" below.

~~(3)~~(2)Represents non-cash, share-based payments associated with the granting of equity instruments.

For the three months ended ~~June 30, 2021,~~March 31, 2022, net income increased ~~$81,~~$164, or ~~38.2~~80.8 percent, and net income margin increased ~~190~~460 basis points to ~~12.8~~14.5 percent. For the three months ended ~~June 30, 2021,~~March 31, 2022, adjusted EBITDA increased ~~$100,~~$266, or ~~11.1~~30.5 percent, and adjusted EBITDA margin ~~decreased~~increased 270 basis points to ~~43.7~~45.1 percent.

The year-over-year increase in net income margin primarily ~~reflected a reduction in~~reflects improved gross margins from equipment rentals and sales of rental equipment, and decreased net interest expense, ~~improved equipment rentals gross margin and decreased non-rental depreciation and amortization,~~ partially offset by ~~higher selling, general and administrative ("SG&A") and~~an increase in income tax ~~expenses. Net interest~~ expense ~~decreased $30, or 23 percent, year-over-year primarily due to decreases in both average debt and the average cost~~as a percentage of ~~debt.~~revenue. Equipment rentals gross margin increased year-over-year primarily due to ~~a reduction in depreciation expense, partially offset by a~~better fixed cost absorption on higher ~~bonus accrual and increases in certain operating expenses, including delivery costs, as a percentage~~revenue. Gross margin from sales of ~~revenue. Non-rental depreciation and amortization decreased 5 percent year-over-year, which equated to a significant improvement as a percentage of revenue. SG&A expense~~rental equipment increased year-over-year primarily due to ~~higher bonus and stock compensation expenses and $8 of one-time costs related~~improved pricing. Net interest expense decreased year-over-year primarily due to ~~recent acquisition activity recognized~~a reduction in the ~~three months ended June 30, 2021. Net income margin was also impacted by an additional $5~~average cost of ~~one-time costs associated with recent acquisitions recognized outside of SG&A expense in the three months ended June 30, 2021. Year-over-year,~~debt. While income tax expense increased ~~$45,~~$44, or ~~115~~61 percent, ~~and~~year-over-year, the effective income tax rate ~~increased~~decreased by ~~680~~220 basis points, primarily reflecting the ~~release in 2020~~impact of ~~a valuation allowance on foreign tax credits.~~state apportionment charges.

The ~~decrease~~increase in the adjusted EBITDA margin primarily reflects ~~lower~~higher margins from equipment rentals (excluding depreciation) and ~~increased SG&A expense.~~sales of rental equipment. Gross margin from equipment rentals (excluding depreciation) ~~decreased 240~~increased 120 basis points primarily due to abetter fixed cost absorption on higher ~~bonus accrual and increased delivery expense. SG&A expense increased primarily due to increased bonus expense and $8~~revenue. Gross margin from sales of ~~one-time costs related to recent acquisition activity recognized~~rental equipment (excluding the adjustment reflected in the three months ended June 30, 2021. Adjusted EBITDA margin was also impacted by an additional $5 of one-time costs associated with recent acquisitions recognized outside of SG&A expense in the three months ended June 30, 2021.

For the six months ended June 30, 2021, net income increased $111, or 28.8 percent, and net income margin increased 190 basis points to 11.4 percent. For the six months ended June 30, 2021, adjusted EBITDA increased $58, or 3.2 percent, and adjusted EBITDA margin decreased 150 basis points to 43.1 percent.

~~The year-over-year increase in net income margin included~~table above for the impact of ~~a $26 asset impairment charge, which was not related to COVID-19 and principally related to~~ the ~~discontinuation~~fair value mark-up of ~~certain equipment programs, recognized in the six months ended June 30, 2020. Excluding the impact of asset impairment charges, net income margin~~acquired fleet) increased 140 basis points year-over-year, primarily reflecting a reduction in interest expense, improved equipment rentals gross margin and decreased non-rental depreciation and amortization, partially offset by higher SG&A and income tax expenses. Net interest expense decreased $67, or 25 percent, year-over-year primarily due to decreases in both average debt and the average cost of debt. Equipment rentals gross margin increased year-over-year primarily due to a reduction in depreciation expense, partially offset by a higher bonus accrual and increases in certain operating expenses, including delivery costs, as a15.1 percentage of revenue. Non-rental depreciation and amortization decreased 7 percent year-over-year, which equated to a significant improvement as a percentage of revenue. SG&A expense increased year-over-year primarily due to higher bonus and stock compensation expenses and $8 of one-time costs related to recent acquisition activity recognized in the six months ended June 30, 2021. Net income margin was also impacted by an additional $5 of one-time costs associated with recent acquisitions recognized outside of SG&A expense in the six months ended June 30, 2021. Year-over-year, income tax expense increased $64, or 70 percent, and the effective income tax rate increased by 460 basis points, primarily reflecting the release in 2020 of a valuation allowance on foreign tax credits.

The decrease in the adjusted EBITDA margin primarily reflects lower margins from equipment rentals (excluding depreciation). Gross margin from equipment rentals (excluding depreciation) decreased 160 basis points primarily due to ~~a higher bonus accrual and increases in certain operating expenses, including delivery costs, as a percentage of revenue.~~improved pricing.

Revenues are noted below. Fleet productivity is a comprehensive metric that provides greater insight into the decisions made by our managers in support of equipment rental growth and returns. Specifically, we seek to optimize the interplay of rental rates, time utilization and mix to drive rental revenue. Fleet productivity aggregates, in one metric, the impact of changes in rates, utilization and mix on owned equipment rental revenue. We believe that this metric is useful in assessing the effectiveness of our decisions on rates, time utilization and mix, particularly as they support the creation of shareholder value.

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The table below includes the components of the year-over-year change in rental revenue using the fleet productivity methodology.

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 Change 2021 2020 Change
Equipment rentals* $ 1,951 $ 1,642 18.8 % $ 3,618 $ 3,425 5.6 %
Sales of rental equipment 194 176 10.2 % 461 384 20.1 %
Sales of new equipment 57 53 7.5 % 106 115 (7.8) %
Contractor supplies sales 27 23 17.4 % 51 48 6.3 %
Service and other revenues 58 45 28.9 % 108 92 17.4 %
Total revenues $ 2,287 $ 1,939 17.9 % $ 4,344 $ 4,064 6.9 %
*Equipment rentals variance components:
Year-over-year change in average OEC 0.2 % (2.8) %
Assumed year-over-year inflation impact (1) (1.5) % (1.5) %
Fleet productivity (2) 17.8 % 8.2 %
Contribution from ancillary and re-rent revenue (3) 2.3 % 1.7 %
Total change in equipment rentals 18.8 % 5.6 %

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	Three Months Ended March 31,
		2022		2021		Change
Equipment rentals*		$	2,175	$	1,667	30.5	%
Sales of rental equipment		211		267		(21.0)	%
Sales of new equipment		45		49		(8.2)	%
Contractor supplies sales		29		24		20.8	%
Service and other revenues		64		50		28.0	%
Total revenues		$	2,524	$	2,057	22.7	%
*Equipment rentals variance components:
Year-over-year change in average OEC						16.4	%
Assumed year-over-year inflation impact (1)						(1.5)	%
Fleet productivity (2)						13.0	%
Contribution from ancillary and re-rent revenue (3)						2.6	%
Total change in equipment rentals						30.5	%

___________________

(1)Reflects the estimated impact of inflation on the revenue productivity of fleet based on OEC, which is recorded at cost.

(2)Reflects the combined impact of changes in rental rates, time utilization, and mix that contribute to the variance in owned equipment rental revenue. See note 2 to the condensed consolidated financial statements for a discussion of the different types of equipment rentals revenue. Rental rate changes are calculated based on the year-over-year variance in average contract rates, weighted by the prior period revenue mix. Time utilization is calculated by dividing the amount of time an asset is on rent by the amount of time the asset has been owned during the year. Mix includes the impact of changes in customer, fleet, geographic and segment mix.

(3)Reflects the combined impact of changes in the other types of equipment rentals revenue (see note 2 for further detail), excluding owned equipment rental revenue.

Equipment rentals include our revenues from renting equipment, as well as revenue related to the fees we charge customers: for equipment delivery and pick-up; to protect the customer against liability for damage to our equipment while on rent; for fuel; and for environmental and other miscellaneous costs and services. Sales of rental equipment represent our revenues from the sale of used rental equipment. Sales of new equipment represent our revenues from the sale of new equipment. Contractor supplies sales represent our sales of supplies utilized by contractors, which include construction consumables, tools, small equipment and safety supplies. Services and other revenues primarily represent our revenues earned from providing repair and maintenance services on our customers’ fleet (including parts sales). See note 2 to the condensed consolidated financial statements for a discussion of our revenue recognition accounting.

For the three months ended ~~June 30, 2021,~~March 31, 2022, total revenues of ~~$2.287~~$2.524 billion increased ~~17.9~~22.7 percent compared with ~~2020.~~2021. Equipment rentals and sales of rental equipment are our largest revenue types (together, they accounted for 9495 percent of total revenue for the three months ended ~~June 30, 2021)~~March 31, 2022). Equipment rentals increased ~~$309,~~$508, or ~~18.8~~30.5 percent, ~~including $24 of revenue from the General Finance acquisition,~~ primarily due to a ~~17.8~~16.4 percent increase in average OEC and a 13.0 percent increase in fleet productivity, both of which included the pronounced impact of COVID-19 in the three months ended June 30, 2020. COVID-19 began to impact our operations in March 2020, when rental volume declined in response to shelter-in-place orders and other market restrictions, and the impact was more significant in 2020. Sales of rental equipment increased 10.2 percent year-over-year primarily due to improved pricing and the impact of the General Finance acquisition.

For the six months ended June 30, 2021, total revenues of $4.344 billion increased 6.9 percent compared with 2020. Equipment rentals and sales of rental equipment are our largest revenue types (together, they accounted for 94 percent of total revenue for the six months ended June 30, 2021). Equipment rentals increased $193, or 5.6 percent, including $24 of revenue from the General Finance acquisition, primarily due to an 8.2 percent increase in fleet productivity, which includedinclude the more pronounced impact of COVID-19 during the ~~six~~three months ended ~~June 30, 2020, partially offset by~~March 31, 2021. Beginning in 2021 and continuing through March 31, 2022, we have seen evidence of a ~~2.8 percent decrease~~continuing recovery of activity across our end-markets. The increase in average ~~OEC.~~OEC includes the impact of the acquisition of General Finance that is discussed in note 3 to the condensed consolidated financial statements, as well as increased capital expenditures. As discussed above, disciplined management of capital expenditures and fleet capacity is a component of our COVID-19 response plan, which contributed to rental capital expenditures in 2020 that were significantly below historic levels. While capital expenditures were significantly reduced in 2020 due to COVID-19, capital expenditures in 2021 exceeded historic (pre-COVID-19) levels. Sales of rental equipment ~~increased 20.1~~decreased 21.0 percent year-over-year ~~primarily due~~as we held on to ~~increased volume~~fleet to serve strong customer demand and ~~improved~~to ensure greater fleet availability in the event industry supply chain challenges persist or worsen. While sales of rental equipment decreased year-over-year, pricing remained strong, as reflected in ~~a strong used equipment market.~~the 16.4 percentage point increase in gross margin from sales of rental equipment.

Results of Operations

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As discussed in note 4 to our condensed consolidated financial statements, our reportable segments are general rentals and ~~specialty (formerly "trench, power and fluid solutions").~~specialty. The general rentals segment includes the rental of construction, aerial, industrial and homeowner equipment and related services and activities. The general rentals segment’s customers include construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. This segment operates throughout the United

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States and Canada. The specialty segment ~~is comprised~~includes the rental of specialty construction products such as i) ~~the Trench Safety region, which rents~~ trench safety equipment, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, ii) ~~the Power and HVAC region, which rents~~ power and HVAC equipment, such as portable diesel generators, electrical distribution equipment, and temperature control equipment, ~~including heating and cooling equipment,~~ iii) ~~the Fluid Solutions and iv) Fluid Solutions Europe regions, both of which rent~~fluid solutions equipment primarily used for fluid containment, transfer and treatment, and ~~v) the Mobile Storage region, which rents~~iv) mobile storage equipment and modular office space. ~~The Mobile Storage region is comprised of locations acquired in the May 2021 acquisition of General Finance, which is discussed in note 3 to the condensed consolidated financial statements.~~ The specialty segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. This segment primarily operates in the United States and Canada, and has a limited presence in Europe, Australia and New Zealand.

As discussed in note 4 to our condensed consolidated financial statements, we aggregate our 11four geographic ~~regions—Carolinas, Gulf South, Industrial (which serves the geographic Gulf region and has a strong industrial presence), Mid-Atlantic, Mid~~ divisions—Central, ~~Midwest,~~ Northeast, ~~Pacific West, South,~~ Southeast and ~~Western Canada—~~West—into our general rentals reporting segment. Historically, there have occasionally been variances in the levels of equipment rentals gross margins achieved by these ~~regions. For the five year period ended June 30, 2021, three of our general rentals' regions had an equipment rentals gross margin that varied by between~~divisions, though such variances have generally been small (close to or less than 10 percent, ~~and 25 percent from~~measured versus the equipment rentals gross margins of the aggregated general rentals' ~~regions over the same period.~~divisions). For the five year period ended ~~June 30, 2021, the~~March 31, 2022, there was no general rentals' ~~region~~division with ~~the lowest~~an equipment rentals gross margin ~~was Western Canada. The Western Canada region's~~that differed materially from the equipment rentals gross margin of ~~31.0 percent for the five year period ended June 30, 2021 was 25 percent less than the equipment rentals gross margins of~~ the aggregated general rentals' regions over the same period. The Western Canada region's equipment rentals gross margin was less than the other general rentals' regions during this period primarily due to declines in the oil and gas business in the region.divisions. The rental industry is cyclical, and there historically have occasionally been ~~regions~~divisions with equipment rentals gross margins that varied by greater than 10 percent from the equipment rentals gross margins of the aggregated general rentals' ~~regions,~~divisions, though the specific ~~regions~~divisions with margin variances of over 10 percent have ~~fluctuated.~~fluctuated, and such variances have generally not exceeded 10 percent by a significant amount. We ~~expect margin convergence going forward given the cyclical nature of the rental industry, and~~ monitor the margin variances and confirm ~~the expectation of future convergence~~margin similarity between divisions on a quarterly basis. ~~When monitoring for margin convergence, we include projected future results.~~

We similarly monitor the margin variances for the regions in the specialty segment. The specialty segment includes the locations acquired in the July 2018 BakerCorp acquisition and in the May 2021 General Finance acquisition. As such, there is not a long history of the acquired locations' rental margins included in the specialty segment. When monitoring for margin convergence, we include projected future results. We monitor the specialty segment margin variances and confirm the expectation of future convergence on a quarterly basis. The historic, pre-acquisition margins for the acquired BakerCorp and General Finance locations are lower than the margins achieved at the other locations in the segment. We expect that the margins at the acquired locations will increase as we realize synergies following the acquisitions, as a result of which, we expect future margin convergence.

We believe that the ~~regions~~divisions that are aggregated into our segments have similar economic characteristics, as each ~~region~~division is capital intensive, offers similar products to similar customers, uses similar methods to distribute its products, and is subject to similar competitive risks. The aggregation of our ~~regions~~divisions also reflects the management structure that we use for making operating decisions and assessing performance. Although we believe aggregating these ~~regions~~divisions into our reporting segments for segment reporting purposes is appropriate, to the extent that there are significant margin variances that do not converge, we may be required to disaggregate the ~~regions~~divisions into separate reporting segments. Any such disaggregation would have no impact on our consolidated results of operations.

These reporting segments align our external segment reporting with how management evaluates business performance and allocates resources. We evaluate segment performance primarily based on segment equipment rentals gross profit. Our revenues, operating results, and financial condition fluctuate from quarter to quarter reflecting the seasonal rental patterns of our customers, with rental activity tending to be lower in the winter.

Revenues by segment were as follows:

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		General rentals		Specialty		Total			General rentals		Specialty		Total
Three Months Ended June 30, 2021

Three Months Ended March 31, 2022								Three Months Ended March 31, 2022
Equipment rentals	Equipment rentals	$	1,466	$	485	$	1,951	Equipment rentals	$	1,593	$	582	$	2,175
Sales of rental equipment	Sales of rental equipment	166		28		194		Sales of rental equipment	184		27		211
Sales of new equipment	Sales of new equipment	38		19		57		Sales of new equipment	29		16		45
Contractor supplies sales	Contractor supplies sales	18		9		27		Contractor supplies sales	18		11		29
Service and other revenues	Service and other revenues	50		8		58		Service and other revenues	58		6		64
Total revenue	Total revenue	$	1,738	$	549	$	2,287	Total revenue	$	1,882	$	642	$	2,524
Three Months Ended June 30, 2020
Three Months Ended March 31, 2021								Three Months Ended March 31, 2021
Equipment rentals	Equipment rentals	$	1,255	$	387	$	1,642	Equipment rentals	$	1,273	$	394	$	1,667
Sales of rental equipment	Sales of rental equipment	158		18		176		Sales of rental equipment	247		20		267
Sales of new equipment	Sales of new equipment	45		8		53		Sales of new equipment	42		7		49
Contractor supplies sales	Contractor supplies sales	15		8		23		Contractor supplies sales	16		8		24
Service and other revenues	Service and other revenues	39		6		45		Service and other revenues	44		6		50
Total revenue	Total revenue	$	1,512	$	427	$	1,939	Total revenue	$	1,622	$	435	$	2,057
Six Months Ended June 30, 2021
Equipment rentals		$	2,739	$	879	$	3,618
Sales of rental equipment		413		48		461
Sales of new equipment		80		26		106
Contractor supplies sales		34		17		51
Service and other revenues		94		14		108
Total revenue		$	3,360	$	984	$	4,344
Six Months Ended June 30, 2020
Equipment rentals		$	2,649	$	776	$	3,425
Sales of rental equipment		348		36		384
Sales of new equipment		98		17		115
Contractor supplies sales		31		17		48
Service and other revenues		80		12		92
Total revenue		$	3,206	$	858	$	4,064

Equipment rentals. For the three months ended ~~June 30, 2021,~~March 31, 2022, equipment rentals of ~~$1.951~~$2.175 billion increased ~~$309,~~$508, or ~~18.8~~30.5 percent, ~~including $24 of revenue from the General Finance acquisition,~~ as compared to the same period in ~~2020,~~2021, primarily due to a ~~17.8~~16.4 percent increase in average OEC and a 13.0 percent increase in fleet productivity, both of which ~~included~~include the more pronounced impact of COVID-19 induring the three months ended ~~June 30, 2020. COVID-19 began to impact~~March 31, 2021. Beginning in 2021 and continuing through March 31, 2022, we have seen evidence of a continuing recovery of activity across our ~~operations~~end-markets. The increase in ~~March 2020, when rental volume declined in response to shelter-in-place orders and other market restrictions, and~~average OEC includes the impact ~~was more significant~~of the acquisition of General

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Finance that is discussed in ~~2020.~~note 3 to the condensed consolidated financial statements, as well as increased capital expenditures. As discussed above, disciplined management of capital expenditures and fleet capacity is a component of our COVID-19 response plan, which contributed to rental capital expenditures in 2020 that were significantly below historic levels. While capital expenditures were significantly reduced in 2020 due to COVID-19, capital expenditures in 2021 exceeded historic (pre-COVID-19) levels. Equipment rentals represented 8586 percent of total revenues for the three months ended ~~June 30, 2021.~~

For the six months ended June 30, 2021, equipment rentals of $3.618 billion increased $193, or 5.6 percent, including $24 of revenue from the General Finance acquisition, as compared to the same period in 2020, primarily due to an 8.2 percent increase in fleet productivity, which included the more pronounced impact of COVID-19 during the six months ended June 30, 2020, partially offset by a 2.8 percent decrease in average OEC. Equipment rentals represented 83 percent of total revenues for the six months ended June 30, 2021.March 31, 2022.

For the three months ended ~~June 30, 2021,~~March 31, 2022, general rentals equipment rentals increased ~~$211,~~$320, or ~~16.8~~25.1 percent, as compared to the same period in ~~2020,~~2021, primarily due to the continuing recovery of activity across our end-markets and increased ~~fleet productivity, which included the pronounced impact of COVID-19 in the three months ended June 30, 2020.~~average OEC. As noted above, the impact of COVID-19 was more ~~significant~~pronounced in ~~2020.~~2021 and the broad recovery we saw as 2021 progressed has continued through March 31, 2022. As discussed above, capital expenditures were significantly reduced in 2020 due to COVID-19 and then increased in 2021, which contributed to the year-over-year increase in average OEC. For the three months ended ~~June 30, 2021,~~March 31, 2022, equipment rentals represented 8485 percent of total revenues for the general rentals segment.

For the ~~six~~three months ended ~~June 30, 2021, general rentals~~March 31, 2022, specialty equipment rentals increased ~~$90,~~$188, or ~~3.4~~47.7 percent, as compared to the same period in ~~2020, primarily due to increased fleet productivity, which included~~2021, including the ~~more pronounced~~ impact of ~~COVID-19 during~~ the ~~six months ended June 30, 2020, partially offset by decreased average OEC. For~~General Finance acquisition. On a pro forma basis including the ~~six months ended June 30, 2021,~~standalone, pre-acquisition revenues of General Finance, equipment rentals ~~represented 82 percent~~increased 29 percent. The increase in equipment rentals reflects the continuing recovery of ~~total revenues for the general rentals segment.~~

~~Table~~activity across our end-markets, as well as increased average OEC, both of ~~Contents~~

which are discussed above. For the three months ended June 30, 2021, specialty equipment rentals increased $98, or 25.3 percent, as compared to the same period in 2020, including $24 of revenue from the General Finance acquisition. The increase in equipment rentals also reflected increased fleet productivity, which included the pronounced impact of COVID-19 in the three months ended June 30, 2020. As noted above, the impact of COVID-19 was more significant in 2020. For the three months ended June 30, 2021,March 31, 2022, equipment rentals represented ~~88 percent of total revenues for the specialty segment.~~

For the six months ended June 30, 2021, specialty equipment rentals increased $103, or 13.3 percent, as compared to the same period in 2020, including $24 of revenue from the General Finance acquisition. The increase in equipment rentals also reflected increased fleet productivity, which included the more pronounced impact of COVID-19 during the six months ended June 30, 2020. For the six months ended June 30, 2021, equipment rentals represented 8991 percent of total revenues for the specialty segment.

Sales of rental equipment. For the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, sales of rental equipment represented approximately 118 percent of our total revenues. Our general rentals segment accounted for most of these sales. For the three months ended ~~June 30, 2021,~~March 31, 2022, sales of rental equipment ~~increased 10.2~~decreased 21.0 percent year-over-year ~~primarily due~~as we held on to ~~improved pricing~~fleet to serve strong customer demand and to ensure greater fleet availability in the ~~impact of the General Finance acquisition. For the six months ended June 30, 2021,~~event industry supply chain challenges persist or worsen. While sales of rental equipment ~~increased 20.1 percent~~decreased year-over-year, ~~primarily due to increased volume and improved~~ pricing remained strong, as reflected in ~~a strong used equipment market.~~the 16.4 percentage point increase in gross margin from sales of rental equipment.

Sales of new equipment. For the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, sales of new equipment represented approximately 2 percent of our total revenues. Our general rentals segment accounted for most of these sales. For the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, sales of new equipment ~~did not change materially~~decreased slightly year-over-year.

Contractor supplies sales. Contractor supplies sales represent our revenues associated with selling a variety of supplies, including construction consumables, tools, small equipment and safety supplies. For the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, contractor supplies sales represented approximately 1 percent of our total revenues. Our general rentals segment accounted for most of these sales. ~~Contractor~~For the three months ended March 31, 2022, contractor supplies sales ~~for the three and six months ended June 30, 2021 did not change materially~~increased slightly year-over-year.

Service and other revenues. Service and other revenues primarily represent our revenues earned from providing repair and maintenance services on our customers’ fleet (including parts sales). For the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, service and other revenues represented approximately 23 percent of our total revenues. Our general rentals segment accounted for most of these sales. For the three ~~and six~~ months ended ~~June 30, 2021,~~March 31, 2022, service and other revenues increased ~~28.9~~28.0 percent ~~and 17.4 percent~~ year-over-year, ~~respectively,~~ primarily due to the more pronounced impact of COVID-19 in ~~2020.~~2021.

Segment Equipment Rentals Gross Profit

Segment equipment rentals gross profit and gross margin were as follows:


		General rentals			Specialty			Total				General rentals			Specialty			Total
Three Months Ended June 30, 2021

Three Months Ended March 31, 2022											Three Months Ended March 31, 2022
Equipment Rentals Gross Profit	Equipment Rentals Gross Profit	$	526		$	225		$	751		Equipment Rentals Gross Profit	$	575		$	259		$	834
Equipment Rentals Gross Margin	Equipment Rentals Gross Margin	35.9		%	46.4		%	38.5		%	Equipment Rentals Gross Margin	36.1		%	44.5		%	38.3		%
Three Months Ended June 30, 2020
Three Months Ended March 31, 2021											Three Months Ended March 31, 2021
Equipment Rentals Gross Profit	Equipment Rentals Gross Profit	$	419		$	181		$	600		Equipment Rentals Gross Profit	$	411		$	166		$	577
Equipment Rentals Gross Margin	Equipment Rentals Gross Margin	33.4		%	46.8		%	36.5		%	Equipment Rentals Gross Margin	32.3		%	42.1		%	34.6		%
Six Months Ended June 30, 2021
Equipment Rentals Gross Profit		$	937		$	391		$	1,328
Equipment Rentals Gross Margin		34.2		%	44.5		%	36.7		%
Six Months Ended June 30, 2020
Equipment Rentals Gross Profit		$	867		$	343		$	1,210
Equipment Rentals Gross Margin		32.7		%	44.2		%	35.3		%

General rentals. For the three months ended ~~June 30, 2021,~~March 31, 2022, equipment rentals gross profit increased by ~~$107,~~$164, and equipment rentals gross margin increased ~~250~~380 basis points, from ~~2020,~~2021, primarily due to ~~a reduction in depreciation expense, partially offset by a~~better fixed cost absorption on higher ~~bonus accrual~~revenue. As discussed above, equipment rental revenue increased 25.1 percent from 2021, primarily due to increased average OEC and ~~increases in certain operating expenses, including delivery costs, as a percentage~~the continuing recovery of ~~revenue.~~activity across our end-markets.

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For the six months ended June 30, 2021, equipment rentals gross profit increased by $70, and equipment rentals gross margin increased 150 basis points, from 2020, which included a $24 asset impairment charge that primarily reflected the discontinuation of certain equipment programs and was not related to COVID-19. Excluding the impact of asset impairment charges, equipment rentals gross margin increased 80 basis points year-over-year, primarily due to a reduction in depreciation expense, partially offset by a higher bonus accrual and increases in certain operating expenses, including delivery costs, as a percentage of revenue.

Specialty. For the three months ended ~~June 30, 2021,~~March 31, 2022, equipment rentals gross profit increased by ~~$44, and equipment rentals gross margin decreased by 40 basis points from 2020. The slight decrease in gross margin primarily reflected the dilutive margin impact of the General Finance acquisition.~~

~~For the six months ended June 30, 2021, equipment rentals gross profit increased by $48,~~$93, and equipment rentals gross margin increased by 30240 basis points, from ~~2020. The slight increase in gross~~2021. Gross margin increased primarily ~~reflected decreases in depreciation and labor expenses as a percentage of~~due to better fixed cost absorption on higher revenue, partially offset by ~~the dilutive margin impact of the General Finance acquisition and~~ a higher proportion of revenue from certain lower margin ancillary fees in ~~2021.~~2022. As discussed above, equipment rental revenue increased 47.7 percent from 2021, including the impact of the General Finance acquisition, primarily due to increased average OEC and the continuing recovery of activity across our end-markets.

Gross Margin. Gross margins by revenue classification were as follows:


		Three Months Ended June 30,					Six Months Ended June 30,				Three Months Ended March 31,
		2021		2020		Change	2021	2020	Change			2022	2021	Change
Total gross margin	Total gross margin	38.3	%	36.2	%	210 bps	36.6%	35.1%	150 bps	Total gross margin		39.3%	34.7%	460 bps
Equipment rentals	Equipment rentals	38.5	%	36.5	%	200 bps	36.7%	35.3%	140 bps	Equipment rentals		38.3%	34.6%	370 bps
Sales of rental equipment	Sales of rental equipment	43.3	%	40.3	%	300 bps	40.6%	40.1%	50 bps	Sales of rental equipment		55.0%	38.6%	1,640 bps
Sales of new equipment	Sales of new equipment	15.8	%	13.2	%	260 bps	15.1%	13.0%	210 bps	Sales of new equipment		17.8%	14.3%	350 bps
Contractor supplies sales	Contractor supplies sales	29.6	%	30.4	%	(80) bps	29.4%	29.2%	20 bps	Contractor supplies sales		31.0%	29.2%	180 bps
Service and other revenues	Service and other revenues	39.7	%	35.6	%	410 bps	39.8%	38.0%	180 bps	Service and other revenues		39.1%	40.0%	(90) bps

For the three months ended ~~June 30, 2021,~~March 31, 2022, total gross margin increased ~~210~~460 basis points from the same period in ~~2020.~~2021. Equipment rentals gross margin increased ~~200~~370 basis points ~~year-over-year,~~from 2021, primarily due to ~~a reduction in depreciation expense, partially offset by a~~better fixed cost absorption on higher ~~bonus accrual~~revenue. As discussed above, equipment rentals increased 30.5 percent from 2021, primarily due to increased average OEC and ~~increases in certain operating expenses, including delivery costs, as a percentage~~the continuing recovery of ~~revenue.~~activity across our end-markets. Gross margin from sales of rental equipment increased ~~300 basis~~16.4 percentage points from the same period in ~~2020~~2021 primarily due to improved pricing. The gross margin fluctuations from sales of new equipment, contractor supplies sales and service and other revenues generally reflect normal variability and the more pronounced impact of COVID-19 in ~~2020,~~2021, and such revenue types did not account for a significant portion of total gross profit (gross profit for these revenue types represented 54 percent of total gross profit for the three months ended ~~June 30, 2021).~~

For the six months ended June 30, 2021, total gross margin increased 150 basis points from the same period in 2020. Equipment rentals gross margin increased 140 basis points from 2020, which included a $24 asset impairment charge that primarily reflected the discontinuation of certain equipment programs and was not related to COVID-19. Excluding the impact of asset impairment charges, equipment rentals gross margin increased 80 basis points year-over-year, primarily due to a reduction in depreciation expense, partially offset by a higher bonus accrual and increases in certain operating expenses, including delivery costs, as a percentage of revenue. The gross margin fluctuations from sales of new equipment, contractor supplies sales and service and other revenues generally reflect normal variability and the more pronounced impact of COVID-19 in 2020, and such revenue types did not account for a significant portion of total gross profit (gross profit for these revenue types represented 5 percent of total gross profit for the six months ended June 30, 2021)March 31, 2022).

Other costs/(income)

The table below includes the other costs/(income) in our condensed consolidated statements of income, as well as key associated metrics, for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020:~~2021:

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		Three Months Ended June 30,			Six Months Ended June 30,				Three Months Ended March 31,
		2021	2020	Change	2021	2020	Change			2022	2021	Change
Selling, general and administrative ("SG&A") expense	Selling, general and administrative ("SG&A") expense	$301	$222	35.6%	$551	$489	12.7%	Selling, general and administrative ("SG&A") expense		$323	$250	29.2%
SG&A expense as a percentage of revenue	SG&A expense as a percentage of revenue	13.2%	11.4%	180 bps	12.7%	12.0%	70 bps	SG&A expense as a percentage of revenue		12.8%	12.2%	60 bps
Merger related costs		3	—	—%	3	—	—%

Restructuring charge	Restructuring charge	—	3	(100.0)%	1	5	(80.0)%	Restructuring charge		—	1	(100.0)%
Non-rental depreciation and amortization	Non-rental depreciation and amortization	90	95	(5.3)%	181	195	(7.2)%	Non-rental depreciation and amortization		97	91	6.6%
Interest expense, net	Interest expense, net	100	130	(23.1)%	199	266	(25.2)%	Interest expense, net		94	99	(5.1)%
Other expense (income), net		4	—	—%	2	(4)	(150.0)%
Other income, net								Other income, net		(5)	(2)	150.0%
Provision for income taxes	Provision for income taxes	84	39	115.4%	156	92	69.6%	Provision for income taxes		116	72	61.1%
Effective tax rate	Effective tax rate	22.3%	15.5%	680 bps	23.9%	19.3%	460 bps	Effective tax rate		24.0%	26.2%	(220) bps

SG&A expense primarily includes sales force compensation, information technology costs, third party professional fees, management salaries, bad debt expense and clerical and administrative overhead. SG&A expense as a percentage of revenue for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 increased from the same ~~periods~~period in ~~2020~~2021 primarily due to ~~higher bonus~~increases in certain discretionary expenses, including travel and ~~stock compensation~~entertainment. Certain discretionary expenses were reduced significantly in 2020 and ~~$8 of one-time costs related~~early 2021 due to ~~recent acquisition activity recognized in~~COVID-19, and have increased more recently as rental volume has increased (as noted above, the ~~three and six months ended June 30, 2021.~~

~~The~~ ~~merger related costs~~ ~~reflect transaction costs associated with General Finance acquisition that was completed in May~~broad recovery we saw across our end-markets as 2021 as discussed in note 3 to the condensed consolidated financial statements. We have made a number of acquisitions in the past and may continue to make acquisitions in the future. Merger related costs only include costs associated with major acquisitions, each of which had annual revenues of over $200 prior to acquisition, that significantly impact our operations.progressed has continued through March 31, 2022).

The restructuring charges primarily reflect severance and branch closure charges associated with our restructuring programs. InWe incur severance costs and branch closure charges in the ~~fourth quarter~~ordinary course of ~~2019, we initiated~~our business. We only include such costs that are part of a restructuring program as restructuring charges. Since the first such program was initiated in 2008, we have completed six restructuring programs and have incurred total restructuring charges of $352. As of March 31, 2022, there were no open restructuring programs, and the total liability associated with the consolidation of certain common functions, the relocation of our shared-service facilities and certain other cost reduction measures. For additional information, see note 5 to the condensed consolidated financial statements.closed restructuring programs was $9.

Non-rental depreciation and amortization includes i) the amortization of other intangible assets and ii) depreciation expense associated with equipment that is not offered for rent (such as computers and office equipment) and amortization

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expense associated with leasehold improvements. Our other intangible assets consist of customer relationships, non-compete agreements and trade names and associated trademarks.

Interest expense, net for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 decreased ~~23.1~~5.1 percent ~~and 25.2 percent~~ year-over-year, ~~respectively,~~ primarily due to ~~decreases~~a decrease in ~~average debt and~~ the average cost of debt.

The differences between the ~~2021~~2022 and ~~2020~~2021 effective tax rates and the federal statutory rate of 21 percent primarily reflect the geographical mix of income between foreign and domestic operations, the impact of state and local taxes, stock compensation and other deductible and nondeductible ~~charges, the release in 2020 of a valuation allowance on foreign tax credits and the release in 2021 of a valuation allowance on state tax credits.~~charges. The year-over-year ~~increases~~decrease in the effective income tax ~~rates~~rate for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 primarily ~~reflect~~reflects the ~~2020 foreign tax credit valuation allowance release.~~impact of state apportionment changes.

In March 2020, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act”) was enacted. The CARES Act, among other things, includes provisions relating to net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, technical corrections to tax depreciation methods for qualified improvement property and deferral of employer payroll taxes. The CARES Act did not materially impact our effective tax ~~rates~~rate for ~~the three or six months ended June 30,~~ 2021, and is not expected to impact our effective tax rate in ~~2021.~~2022. As of ~~June 30, 2021,~~March 31, 2022, we ~~have~~had deferred employer payroll taxes of ~~$54~~$27 under the CARES Act, ~~with approximately half~~all of ~~the deferral~~which is due in ~~each of 2021 and~~ 2022.

~~Balance sheet.~~There were no material changes from December 31, 2021 to March 31, 2022 in the assets and liabilities reflected on the ~~As discussed in note 3 to~~balance sheet. See the condensed consolidated ~~financial~~ statements of cash flows for further information on changes in ~~May 2021, we completed the acquisition of General Finance,~~cash and ~~our balance sheet at June 30, 2021 includes the assets acquired~~cash equivalents, and liabilities assumed reflected in note 3. Prepaid expenses and other assets decreased by $131, or 34.9 percent, from December 31, 2020 to June 30, 2021, primarily due to refundable deposits on expected purchases, primarily of rental equipment, pursuant to advanced purchase agreements, as discussed in note 6 to the condensed consolidated financial statements. Accounts payable increased by $431, or 92.5 percent, from December 31, 2020 to June 30, 2021, primarily due to increased capital expenditures, which reflected seasonality and improved economic conditions. Short-term debt and current maturitiesstatements of ~~long-term debt increased by~~stockholders’ equity for further information on changes in stockholders’ equity.

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$148, or 21.0 percent, from December 31, 2020 to June 30, 2021, primarily due to increased borrowings under our accounts receivable securitization facility, as reflected in note 9 to the condensed consolidated financial statements.

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Liquidity and Capital Resources

We manage our liquidity using internal cash management practices, which are subject to (i) the policies and cooperation of the financial institutions we utilize to maintain and provide cash management services, (ii) the terms and other requirements of the agreements to which we are a party and (iii) the statutes, regulations and practices of each of the local jurisdictions in which we operate. See "Financial Overview" above for a summary addressing our financial flexibility and liquidity.

~~Since 2012, we have repurchased a total of $3.7 billion of Holdings' common stock under five completed share repurchase programs.~~ On January ~~28, 2020,~~25, 2022, our Board of Directors authorized a ~~$500~~$1 billion share repurchase program, which commenced in the first quarter of ~~2020 and was intended to run for 12 months. Through~~2022. As of March ~~18, 2020, when the program was paused due to the COVID-19 pandemic,~~31, 2022, we have repurchased ~~$257~~$262 of Holdings' common stock under this program, which we intend to complete in 2022. Since 2012, we have repurchased a total of $4.219 billion of Holdings' common stock under our share repurchase programs (comprised of six programs that have ended and the ~~program. We are currently unable to estimate when, or if, the program will be restarted, and repurchases under the program could resume at any time.~~current program).

Our principal existing sources of cash are cash generated from operations and from the sale of rental equipment, and borrowings available under our ABL facility and accounts receivable securitization facility. As of ~~June 30, 2021,~~March 31, 2022, we had cash and cash equivalents of ~~$336.~~$101. Cash equivalents at ~~June 30, 2021~~March 31, 2022 consist of direct obligations of financial institutions rated A or better. We believe that our existing sources of cash will be sufficient to support our existing operations over the next 12 months. The table below presents financial information associated with our principal sources of cash as of and for the ~~six~~three months ended ~~June 30, 2021:~~March 31, 2022:



ABL facility:
Borrowing capacity, net of letters of credit (1)	$	~~2,384~~2,905
Outstanding debt, net of debt issuance costs ~~(1)~~	~~1,294~~776
Interest rate at ~~June 30, 2021~~March 31, 2022	~~1.4~~1.9		%
Average month-end principal amount of debt outstanding ~~(1)~~	~~892~~815
Weighted-average interest rate on average debt outstanding	~~1.3~~1.7		%
Maximum month-end principal amount of debt outstanding ~~(1)~~	~~1,672~~891
Accounts receivable securitization ~~facility:~~facility (2):
Borrowing capacity	~~106~~—
Outstanding debt, net of debt issuance costs (2)	~~794~~900
Interest rate at ~~June 30, 2021~~March 31, 2022	~~0.9~~1.2		%
Average month-end principal amount of debt outstanding	~~628~~874
Weighted-average interest rate on average debt outstanding	~~1.3~~1.0		%
Maximum month-end principal amount of debt outstanding	~~794~~900

___________________

(1)The outstanding and maximum amounts of debt under the ABL facility exceeded the average outstanding amount primarily due to the use of borrowings under the ABL facility to fund most of the cost of the General Finance acquisitionAs discussed in note 36 to the condensed consolidated financial ~~statements.~~statements, in May 2022, we expect to redeem $500 principal amount of our 5 1/2 percent Senior Notes, using cash and borrowings under the ABL facility.

(2)The accounts receivable securitization facility expires on June 24, 2022 and may be further extended on a 364-day basis by mutual agreement with the purchasers under the facility. If the facility is not extended, we believe we have sufficient liquidity, which, as noted above, was $3.006 billion as of March 31, 2022, to repay the outstanding debt.

We expect that our principal needs for cash relating to our operations over the next 12 months will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale, (iii) payments due under operating leases, (iv) debt service, (v) share repurchases and (vi) acquisitions. We plan to fund such cash requirements from our existing sources of cash. In addition, we may seek additional financing through the securitization of some of our real estate, the use of additional operating leases or other financing sources as market conditions permit.

To access the capital markets, we rely on credit rating agencies to assign ratings to our securities as an indicator of credit quality. Lower credit ratings generally result in higher borrowing costs and reduced access to debt capital markets. Credit ratings also affect the costs of derivative transactions, including interest rate and foreign currency derivative transactions. As a result, negative changes in our credit ratings could adversely impact our costs of funding. Our credit ratings as of ~~July 26, 2021~~April 25, 2022 were as follows:


	Corporate Rating	Outlook
Moody’s	Ba1	Stable
Standard & Poor’s	BB+	Stable

A security rating is not a recommendation to buy, sell or hold securities. There is no assurance that any rating will remain in effect for a given period of time or that any rating will not be revised or withdrawn by a rating agency in the future.

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Loan Covenants and Compliance. As of ~~June 30, 2021,~~March 31, 2022, we were in compliance with the covenants and other provisions of the ABL, accounts receivable securitization and term loan facilities and the senior notes. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.

URNA’s payment capacity is restricted under the covenants in the ABL and term loan facilities and the indentures governing its outstanding indebtedness. Although this restricted capacity limits our ability to move operating cash flows to Holdings, because of certain intercompany arrangements, we do not expect any material adverse impact on Holdings’ ability to meet its cash obligations.

Sources and Uses of Cash. During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, we (i) generated cash from operating activities of ~~$1.934 billion,~~$886 and (ii) generated cash from the sale of rental and non-rental equipment of ~~$475 and (iii) received cash from debt proceeds, net of payments, of $430.~~$216. We used cash during this period principally to (i) purchase rental and non-rental equipment and intangible assets of ~~$1.261 billion and~~$537, (ii) purchase other companies for ~~$1.435 billion.~~$77, (iii) make debt payments, net of proceeds, of $217 and (iv) purchase shares of our common stock for $318. During the ~~six~~three months ended ~~June 30, 2020,~~March 31, 2021, we (i) generated cash from operating activities of ~~$1.461 billion~~$758 and (ii) generated cash from the sale of rental and non-rental equipment of ~~$404.~~$274. We used cash during this period principally to (i) purchase rental and non-rental equipment and intangible assets of ~~$455,~~$314, (ii) make debt payments, net of proceeds, of ~~$1.060 billion~~$619 and (iii) purchase shares of our common stock for ~~$276.~~$30.

Free Cash Flow GAAP Reconciliation. We define “free cash flow” as net cash provided by operating activities less purchases of, and plus proceeds from, ~~equipment.~~equipment and intangible assets. The equipment and intangible asset purchases and proceeds are included in cash flows from investing activities. Management believes that free cash flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements. However, free cash flow is not a measure of financial performance or liquidity under GAAP. Accordingly, free cash flow should not be considered an alternative to net income or cash flow from operating activities as an indicator of operating performance or liquidity. The table below provides a reconciliation between net cash provided by operating activities and free cash flow.


		Six Months Ended					Three Months Ended
		June 30,					March 31,
		2021		2020			2022		2021
Net cash provided by operating activities	Net cash provided by operating activities	$	1,934	$	1,461	Net cash provided by operating activities	$	886	$	758
Purchases of rental equipment	Purchases of rental equipment	(1,208)		(353)		Purchases of rental equipment	(482)		(295)
Purchases of non-rental equipment		(53)		(102)
Purchases of non-rental equipment and intangible assets						Purchases of non-rental equipment and intangible assets	(55)		(19)
Proceeds from sales of rental equipment	Proceeds from sales of rental equipment	461		384		Proceeds from sales of rental equipment	211		267
Proceeds from sales of non-rental equipment	Proceeds from sales of non-rental equipment	14		20		Proceeds from sales of non-rental equipment	5		7
Insurance proceeds from damaged equipment	Insurance proceeds from damaged equipment	14		13		Insurance proceeds from damaged equipment	7		7

Free cash flow	Free cash flow	$	1,162	$	1,423	Free cash flow	$	572	$	725

Free cash flow for the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 was ~~$1.162 billion,~~$572, a decrease of ~~$261~~$153 as compared to ~~$1.423 billion~~$725 for the ~~six~~three months ended ~~June 30, 2020.~~March 31, 2021. Free cash flow decreased primarily due to increased net rental capital expenditures (purchases of rental equipment less the proceeds from sales of rental equipment), partially offset by increased net cash provided by operating activities. Net rental capital expenditures increased ~~$778~~$243 year-over-year.

Relationship between Holdings and URNA. Holdings is principally a holding company and primarily conducts its operations through its wholly owned subsidiary, URNA, and subsidiaries of URNA. Holdings licenses its tradename and other intangibles and provides certain services to URNA in connection with its operations. These services principally include: (i) senior management services; (ii) finance and tax-related services and support; (iii) information technology systems and

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support; (iv) acquisition-related services; (v) legal services; and (vi) human resource support. In addition, Holdings leases certain equipment and real property that are made available for use by URNA and its subsidiaries.

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Information Regarding Guarantors of URNA Indebtedness

URNA is 100 percent owned by Holdings and has certain outstanding indebtedness that is guaranteed by both Holdings and, with the exception of its U.S. special purpose vehicle which holds receivable assets relating to the Company’s accounts receivable securitization facility (the “SPV”), captive insurance ~~subsidiaries~~subsidiary and immaterial subsidiaries acquired in connection with the General Finance acquisition, all of URNA’s U.S. subsidiaries (the “guarantor subsidiaries”). Other than the guarantee by our Canadian subsidiary of URNA's indebtedness under the ABL facility, none of URNA’s indebtedness is guaranteed by URNA's foreign subsidiaries, the SPV, captive insurance ~~subsidiaries~~subsidiary or immaterial subsidiaries acquired in connection with the General Finance acquisition (together, the “non-guarantor subsidiaries”). The receivable assets owned by the SPV have been sold or contributed by URNA to the SPV and are not available to satisfy the obligations of URNA or Holdings’ other subsidiaries. Holdings consolidates each of URNA and the guarantor subsidiaries in its consolidated financial statements. URNA and the guarantor subsidiaries are all 100 percent-owned and controlled by Holdings. Holdings’ guarantees of URNA’s indebtedness are full and unconditional, except that the guarantees may be automatically released and relieved upon satisfaction of the requirements for legal defeasance or covenant defeasance under the applicable indenture being met. The Holdings guarantees are also subject to subordination provisions (to the same extent that the obligations of the issuer under the relevant notes are subordinated to other debt of the issuer) and to a standard limitation which provides that the maximum amount guaranteed by Holdings will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws.

The guarantees of Holdings and the guarantor subsidiaries are made on a joint and several basis. The guarantees of the guarantor subsidiaries are not full and unconditional because a guarantor subsidiary can be automatically released and relieved of its obligations under certain circumstances, including sale of the guarantor subsidiary, the sale of all or substantially all of the guarantor subsidiary's assets, the requirements for legal defeasance or covenant defeasance under the applicable indenture being met, designating the guarantor subsidiary as an unrestricted subsidiary for purposes of the applicable covenants or the notes being rated investment grade by both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., or, in certain circumstances, another rating agency selected by URNA. Like the Holdings guarantees, the guarantees of the guarantor subsidiaries are subject to subordination provisions (to the same extent that the obligations of the issuer under the relevant notes are subordinated to other debt of the issuer) and to a standard limitation which provides that the maximum amount guaranteed by each guarantor will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws.

All of the existing guarantees by Holdings and the guarantor subsidiaries rank equally in right of payment with all of the guarantors' existing and future senior indebtedness. The secured indebtedness of Holdings and the guarantor subsidiaries (including guarantees of URNA’s existing and future secured indebtedness) will rank effectively senior to guarantees of any unsecured indebtedness to the extent of the value of the assets securing such indebtedness. Future guarantees of subordinated indebtedness will rank junior to any existing and future senior indebtedness of the guarantors. The guarantees of URNA’s indebtedness are effectively junior to any indebtedness of our subsidiaries that are not guarantors, including our foreign subsidiaries. As of ~~June 30, 2021,~~March 31, 2022, the indebtedness of our non-guarantors ~~included~~was comprised of (i) ~~$794~~$900 of outstanding borrowings by the SPV in connection with the Company’s accounts receivable securitization facility, (ii) $2$145 of outstanding borrowings under the ABL facility by non-guarantor subsidiaries and (iii) $11 of finance leases of our non-guarantor subsidiaries.

Covenants in the ABL facility, accounts receivable securitization and term loan facilities, and the other agreements governing our debt, impose operating and financial restrictions on URNA, Holdings and the guarantor subsidiaries, including limitations on the ability to make share repurchases and dividend payments. As of ~~June 30, 2021,~~March 31, 2022, the amount available for distribution under the most restrictive of these covenants was ~~$1.199~~$1.491 billion. The Company’s total available capacity for making share repurchases and dividend payments includes the intercompany receivable balance of Holdings. As of ~~June 30, 2021,~~March 31, 2022, our total available capacity for making share repurchases and dividend payments, which includes URNA’s capacity to make restricted payments and the intercompany receivable balance of Holdings, was ~~$4.572~~$5.472 billion.

Based on our understanding of Rule 3-10 of Regulation S-X ("Rule 3-10"), we believe that Holdings’ guarantees of URNA indebtedness comply with the conditions set forth in Rule 3-10, which enable us to present summarized financial information for Holdings, URNA and the consolidated guarantor subsidiaries in accordance with Rule 13-01 of Regulation S-X. The summarized financial information excludes information regarding the non-guarantor subsidiaries. In accordance with Rule 3-10, separate financial statements of the guarantor subsidiaries have not been presented.

The summarized financial information of Holdings, URNA and the guarantor subsidiaries on a combined basis is as follows:

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			~~June 30, 2021~~March 31, 2022
Current assets			$~~588~~332
Long-term assets			~~17,828~~18,344
Total assets			~~18,416~~18,676
Current liabilities			~~1,567~~1,522
Long-term liabilities			~~11,755~~11,070
Total liabilities			~~13,322~~12,592
			~~Six~~Three Months Ended ~~June 30, 2021~~March 31, 2022
Total revenues			$~~3,925~~2,258
Gross profit			~~1,449~~891
Net income			~~496~~367

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Item 3.Quantitative and Qualitative Disclosures about Market Risk

Our exposure to market risk primarily consists of (i) interest rate risk associated with our variable and fixed rate debt and (ii) foreign currency exchange rate risk associated with our foreign operations.

Interest Rate Risk. As of ~~June 30, 2021,~~March 31, 2022, we had an aggregate of ~~$3.1~~$2.6 billion of indebtedness that bears interest at variable rates, comprised of borrowings under the ABL, accounts receivable securitization and term loan facilities. The amount of variable rate indebtedness outstanding under these facilities may fluctuate significantly. See note 96 to the condensed consolidated financial statements for the amounts outstanding, and the interest rates thereon, as of ~~June 30, 2021~~March 31, 2022 under these facilities. As of ~~June 30, 2021,~~March 31, 2022, based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately ~~$23~~$20 for each one percentage point increase in the interest rates applicable to our variable rate debt.

At ~~June 30, 2021,~~March 31, 2022, we had an aggregate of ~~$7.1~~$6.9 billion of indebtedness that bears interest at fixed rates. A one percentage point decrease in market interest rates as of ~~June 30, 2021~~March 31, 2022 would increase the fair value of our fixed rate indebtedness by approximately six percent. For additional information concerning the fair value of our fixed rate debt, see note 85 (see “Fair Value of Financial Instruments”) to our condensed consolidated financial statements.

Currency Exchange Risk. We primarily operate in the U.S. and Canada, and have a limited presence in Europe, Australia and New Zealand. In July 2018, we completed the acquisition of BakerCorp, which allowed for our entry into select European markets. As discussed in note 3 to our condensed consolidated financial statements, in May 2021, we completed the acquisition of General Finance, which allowed for our entry into select markets in Australia and New Zealand. During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2022, our foreign subsidiaries accounted for ~~$418,~~$263, or 10 percent, of our total revenue of ~~$4.344~~$2.524 billion, and ~~$39,~~$37, or 68 percent, of our total pretax income of ~~$652.~~$483. Based on the size of our foreign operations relative to the Company as a whole, we do not believe that a 10 percent change in exchange rates would have a material impact on our earnings. We do not engage in purchasing forward exchange contracts for speculative purposes.

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Item 4.Controls and Procedures

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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 ~~June 30, 2021.~~March 31, 2022. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of ~~June 30, 2021.~~March 31, 2022.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~June 30, 2021~~March 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.Legal Proceedings

The information set forth under note 117 to our unaudited condensed consolidated financial statements of this quarterly report on Form 10-Q is incorporated by reference in answer to this item. Such information is limited to certain recent developments.

Item 1A.Risk Factors

Our results of operations and financial condition are subject to numerous risks and uncertainties described in our ~~2020~~2021 Form 10-K, which risk factors are incorporated herein by reference. You should carefully consider the risk factors in our ~~2020~~2021 Form 10-K in conjunction with the other information contained in this report. Should any of these risks materialize, our business, financial condition and future prospects could be negatively impacted.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

(c) The following table provides information about purchases of Holdings’ common stock by Holdings during the ~~second~~first quarter of ~~2021:~~2022:

Period Total Number of
Shares Purchased Average Price
Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (2)
April 1, 2021 to April 30, 2021 1,119 (1) $ 329.86 —
May 1, 2021 to May 31, 2021 511 (1) $ 328.86 —
June 1, 2021 to June 30, 2021 548 (1) $ 332.12 —
Total 2,178 $ 330.20 — $ 243,081,785


Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (2)
January 1, 2022 to January 31, 2022	97,833	(1)	$	310.17	—
February 1, 2022 to February 28, 2022	370,811	(1)	$	316.56	369,917
March 1, 2022 to March 31, 2022	513,789	(1)	$	329.83	436,473
Total	982,433		$	322.86	806,390	$	738,022,677

(1)All shares purchased were withheld by Holdings to satisfy tax withholding obligations upon the vesting of restricted stock unit awards. These shares were not acquired pursuant to any repurchase plan or program.

(2)On January ~~28, 2020,~~25, 2022, our Board authorized a ~~$500 million~~$1 billion share repurchase program, which commenced in the first quarter of ~~2020~~2022 and ~~was intended~~is expected to ~~run for 12 months. The program was paused on March 18, 2020 due to the COVID-19 pandemic. We are currently unable to estimate when, or if, the program will~~ be ~~restarted, and repurchases under the program could resume at any time.~~completed in 2022.

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Item 6.Exhibits




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. and United Rentals (North America), Inc. Current Report on Form 8-K filed on July 2, 2018)

2(b)			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)

2(c)			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 herein 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. Current Report on Form 8-K filed on May 8, 2020)

3(b)			Amended and Restated By-Laws of United Rentals, Inc., amended as of May 7, 2020 (incorporated by reference to Exhibit 3.3 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on May 8, 2020)

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. and United Rentals (North America), Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)

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. and United Rentals (North America), Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)



10(a)*			~~Amendment No. 13 to Third Amended and Restated Receivables Purchase~~Restricted Stock Unit 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 bybetween United Rentals, Inc. ~~on June 25, 2021)~~and Jeffrey Fenton, dated March 3, 2022

10(b)*			~~First Amendment, dated as of June 30, 2021, to the Third Amended~~Consulting Agreement by 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 bybetween United Rentals, Inc. ~~on July 2, 2021)~~

~~10(c)~~			~~Form~~and Devonshire Advisors, LLC, dated March 30, 2022, and affirmation 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 herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by United Rentals, Inc. on April 16, 2021)Jeffrey Fenton





















22*			Subsidiary Guarantors

31(a)*			Rule 13a-14(a) Certification by Chief Executive Officer

31(b)*			Rule 13a-14(a) Certification by Chief Financial Officer

32(a)**			Section 1350 Certification by Chief Executive Officer

32(b)**			Section 1350 Certification by Chief Financial Officer

101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH			XBRL Taxonomy Extension Schema Document

101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document

~~Table of Contents~~


101.DEF			XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			XBRL Taxonomy Extension Label Linkbase Document

101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document

104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K under the Exchange Act.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UNITED RENTALS, INC.

Dated:

~~July 28, 2021~~April 27, 2022

By:

/S/ ANDREW B. LIMOGES

Andrew B. Limoges
Vice President, Controller and Principal Accounting Officer

UNITED RENTALS (NORTH AMERICA), INC.

Dated:

~~July 28, 2021~~April 27, 2022

By:

/S/ ANDREW B. LIMOGES

Andrew B. Limoges
Vice President, Controller and Principal Accounting Officer

5341


Description	Beginning Reserve Balance		Charged to Costs and Expenses (1)		Payments and Other		Ending Reserve Balance
Branch closure charges	$	3	$	1	$	(3)	$	1
Severance and other	2		0		(2)		0
Total	$	5	$	1	$	(5)	$	1



	June 30, 2021		December 31, 2020
Equipment (1)	124		300
Insurance	17		18
Advertising reimbursements (2)	25		11
Income taxes	18		4
Other (3)	60		42




Prepaid expenses and other assets	$	244	$	375


	June 30, 2021
	Weighted-Average Remaining Amortization Period	Gross Carrying Amount			Accumulated Amortization			Net Amount
Non-compete agreements	48 months		$	21		$	7		$	14
Customer relationships	5 years		$	2,284		$	1,725		$	559
Trade names and associated trademarks	4 years		$	8		$	5		$	3


	Classification	June 30, 2021		December 31, 2020
Assets
Operating lease assets	Operating lease right-of-use assets (1)	$	781	$	688
Finance lease assets	Rental equipment	313		295
	Less accumulated depreciation	(88)		(86)
	Rental equipment, net	225		209
	Property and equipment, net:
	Non-rental vehicles	8		8
	Buildings	21		19
	Less accumulated depreciation and amortization	(16)		(11)
	Property and equipment, net	13		16
Total leased assets		1,019		913
Liabilities
Current
Operating	Accrued expenses and other liabilities	192		178
Finance	Short-term debt and current maturities of long-term debt	48		60
Long-term
Operating	Operating lease liabilities (1)	630		549
Finance	Long-term debt	89		75
Total lease liabilities		$	959	$	862


Lease cost	Classification	Three Months Ended June 30, 2021		Three Months Ended June 30, 2020		Six Months Ended June 30, 2021		Six Months Ended June 30, 2020
Operating lease cost (1)	Cost of equipment rentals, excluding depreciation (1)	$	100	$	86	$	190	$	178
	Selling, general and administrative expenses	3		3		5		6
	Restructuring charge	0		1		1		2
Finance lease cost
Amortization of leased assets	Depreciation of rental equipment	8		8		15		15
	Non-rental depreciation and amortization	1		1		1		1
Interest on lease liabilities	Interest expense, net	1		3		2		6
Sublease income (2)		(42)		(30)		(74)		(64)
Net lease cost		$	71	$	72	$	140	$	144


Maturity of lease liabilities (as of June 30, 2021)	Operating leases (1)		Finance leases (2)
2021	$	117	$	29
2022	205		50
2023	172		40
2024	139		17
2025	102		4
Thereafter	199		4
Total	934		144
Less amount representing interest	(112)		(7)
Present value of lease liabilities	$	822	$	137


Lease term and discount rate	June 30, 2021		December 31, 2020
Weighted-average remaining lease term (years)
Operating leases	6.0		5.0
Finance leases	3.3		3.0
Weighted-average discount rate
Operating leases	4.1	%	4.2	%
Finance leases	2.7	%	3.4	%