Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Registrant Name | United Rentals, Inc. |
Entity Central Index Key | 0001067701 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2020, 2021 and 2022, and our financial performance for each such fiscal year: Year Summary Compensation Table Total for PEO (1) Compensation Actually Paid to PEO (2) Average Summary Compensation Table Total for non-PEO NEOs (3) Average Compensation Actually Paid to non-PEO NEOs (2) Value of Initial Fixed $100 Investment Based On: Net Income ($ Mil.) (6) Adj. EBITDA ($ Mil.) (7) Total Shareholder Return (4) Peer Group Total Shareholder Return (5) 2022 $ 12,414,168 $ 18,142,201 $ 2,871,609 $ 3,711,821 $ 213 $ 121 $ 2,105 $ 5,618 2021 $ 12,716,100 $ 23,414,061 $ 3,868,950 $ 6,547,280 $ 199 $ 130 $ 1,386 $ 4,414 2020 $ 6,526,206 $ 10,792,904 $ 2,258,222 $ 3,231,065 $ 139 $ 109 $ 890 $ 3,932 (1) The principal executive officer (PEO) in all three reporting years was Mr. Flannery , the Company’s CEO . (2) CAP was computed in accordance with Item 102(v) of Regulation S-K. The table provided below shows the amounts deducted from and added to the applicable SCT total compensation amount: PEO Average Non-PEO NEO 2022 2021 2020 2022 2021 2020 Total Compensation from SCT $ 12,414,168 $ 12,716,100 $ 6,526,206 $ 2,871,609 $ 3,868,950 $ 2,258,222 Subtractions: Stock Awards from SCT ($ 8,240,977 ) ($ 9,137,915 ) ($ 4,881,735 ) ($ 1,737,303 ) ($ 2,244,309 ) ($ 1,359,513 ) Adjustments (addition (subtraction)): Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end $ 7,354,351 $ 7,467,442 $ 7,377,155 $ 1,802,967 $ 2,062,303 $ 2,126,898 Fair value as of the vesting date of awards granted in the covered fiscal year for which vesting conditions were satisfied during such year $ 616,529 $ 354,042 $ 348,048 $ 198,115 $ 113,778 $ 139,297 Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year-end or were forfeited during the year $ 7,381,219 $ 11,604,650 $ 1,907,618 $ 813,577 $ 2,560,584 $ 264,928 Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year ($ 1,383,089 ) $ 409,742 ($ 484,388 ) ($ 237,144 ) $ 185,974 ($ 198,767 ) Compensation Actually Paid $ 18,142,201 $ 23,414,061 $ 10,792,904 $ 3,711,821 $ 6,547,280 $ 3,231,065 (3) The Non-PEO NEOs in 2022 were Mr. Grace, Mr. Asplund, Mr. Pintoff, Mr. Limoges, Ms. Graziano and Mr. Fenton. The Non-PEO NEOs in 2021 were Ms. Graziano, Mr. Asplund, Mr. Pintoff and Mr. Fenton. The Non-PEO NEOs in 2020 were Ms. Graziano, Mr. Asplund, Mr. Pintoff, Mr. Fenton and Paul McDonnell. (4) The amounts above represent the value at year-end, for each noted year, of an initial fixed investment of $100 made on December 31, 2019. (5) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Industrials. The amounts above represent the value at year-end, for each noted year, of an initial fixed investment of $100 made on December 31, 2019. (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. (7) Adjusted EBITDA represents EBITDA (the sum of net income, provision for income taxes, interest expense, net, depreciation of rental equipment, and non-rental depreciation and amortization) plus the sum of the merger related costs, restructuring charges, stock compensation expense, net, and the impact of the fair value mark-up of acquired fleet . While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that adjusted EBITDA is the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link Company performance to compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year. Adjusted EBITDA is a non-GAAP financial measure, as defined in the Form 10-K. Please refer to the Form 10-K for the reconciliations to GAAP and for the reasons why management believes adjusted EBITDA provides useful information to investors about the Company's operating performance and liquidity. | ||
Company Selected Measure Name | adjusted EBITDA | ||
Named Executive Officers, Footnote [Text Block] | . (3) The Non-PEO NEOs in 2022 were Mr. Grace, Mr. Asplund, Mr. Pintoff, Mr. Limoges, Ms. Graziano and Mr. Fenton. The Non-PEO NEOs in 2021 were Ms. Graziano, Mr. Asplund, Mr. Pintoff and Mr. Fenton. The Non-PEO NEOs in 2020 were Ms. Graziano, Mr. Asplund, Mr. Pintoff, Mr. Fenton and Paul McDonnell. | ||
Peer Group Issuers, Footnote [Text Block] | (5) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Industrials. The amounts above represent the value at year-end, for each noted year, of an initial fixed investment of $100 made on December 31, 2019. | ||
PEO Total Compensation Amount | $ 12,414,168 | $ 12,716,100 | $ 6,526,206 |
PEO Actually Paid Compensation Amount | 18,142,201 | 23,414,061 | 10,792,904 |
Non-PEO NEO Average Total Compensation Amount | 2,871,609 | 3,868,950 | 2,258,222 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 3,711,821 | 6,547,280 | 3,231,065 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (2) CAP was computed in accordance with Item 102(v) of Regulation S-K. The table provided below shows the amounts deducted from and added to the applicable SCT total compensation amount: PEO Average Non-PEO NEO 2022 2021 2020 2022 2021 2020 Total Compensation from SCT $ 12,414,168 $ 12,716,100 $ 6,526,206 $ 2,871,609 $ 3,868,950 $ 2,258,222 Subtractions: Stock Awards from SCT ($ 8,240,977 ) ($ 9,137,915 ) ($ 4,881,735 ) ($ 1,737,303 ) ($ 2,244,309 ) ($ 1,359,513 ) Adjustments (addition (subtraction)): Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end $ 7,354,351 $ 7,467,442 $ 7,377,155 $ 1,802,967 $ 2,062,303 $ 2,126,898 Fair value as of the vesting date of awards granted in the covered fiscal year for which vesting conditions were satisfied during such year $ 616,529 $ 354,042 $ 348,048 $ 198,115 $ 113,778 $ 139,297 Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year-end or were forfeited during the year $ 7,381,219 $ 11,604,650 $ 1,907,618 $ 813,577 $ 2,560,584 $ 264,928 Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year ($ 1,383,089 ) $ 409,742 ($ 484,388 ) ($ 237,144 ) $ 185,974 ($ 198,767 ) Compensation Actually Paid $ 18,142,201 $ 23,414,061 $ 10,792,904 $ 3,711,821 $ 6,547,280 $ 3,231,065 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Relationship between CAP and Cumulative TSR The graph below reflects the relationship between the CAP, for the PEO and Average Non-PEO NEOs, and the Company’s cumulative Total Shareholder Return (“TSR”), (assuming an initial fixed investment of $100 on December 31, 2019) for the fiscal years ended December 31, 2020, 2021 and 2022. Compensation Actually Paid and Cumulative TSR | ||
Compensation Actually Paid vs. Net Income [Text Block] | Relationship between CAP and Net Income The graph below reflects the relationship between the CAP, for the PEO and Average Non-PEO NEOs, and the Company’s net income for the fiscal years ended December 31, 2020, 2021 and 2022: Compensation Actually Paid and Net Income | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Relationship between CAP and Adjusted EBITDA The graph below reflects the relationship between the CAP, for the PEO and Average Non-PEO NEOs, and the Company’s adjusted EBITDA for the fiscal years ended December 31, 2020, 2021 and 2022: Compensation Actually Paid and Adjusted EBITDA | ||
Tabular List [Table Text Block] | The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs to the Company’s performance, for the most recently completed fiscal year, were as follows: • Adjusted EBITDA • Total Revenue • Economic Profit Improvement • ROIC • Stock Price Performance | ||
Total Shareholder Return Amount | $ 213 | 199 | 139 |
Peer Group Total Shareholder Return Amount | 121 | 130 | 109 |
Net Income (Loss) | $ 2,105,000,000 | $ 1,386,000,000 | $ 890,000,000 |
Company Selected Measure Amount | 5,618,000,000 | 4,414,000,000 | 3,932,000,000 |
PEO Name | Mr. Flannery | Mr. Flannery | Mr. Flannery |
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EBITDA | ||
Non-GAAP Measure Description [Text Block] | (7) Adjusted EBITDA represents EBITDA (the sum of net income, provision for income taxes, interest expense, net, depreciation of rental equipment, and non-rental depreciation and amortization) plus the sum of the merger related costs, restructuring charges, stock compensation expense, net, and the impact of the fair value mark-up of acquired fleet . While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that adjusted EBITDA is the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link Company performance to compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year. Adjusted EBITDA is a non-GAAP financial measure, as defined in the Form 10-K. Please refer to the Form 10-K for the reconciliations to GAAP and for the reasons why management believes adjusted EBITDA provides useful information to investors about the Company's operating performance and liquidity. | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Total Revenue | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Economic Profit Improvement | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | ROIC | ||
Measure [Axis]: 5 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Stock Price Performance | ||
PEO [Member] | Stock Awards from SCT [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 8,240,977 | $ 9,137,915 | $ 4,881,735 |
PEO [Member] | Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 7,354,351 | 7,467,442 | 7,377,155 |
PEO [Member] | Fair value as of the vesting date of awards granted in the covered fiscal year for which vesting conditions were satisfied during such year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 616,529 | 354,042 | 348,048 |
PEO [Member] | Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year-end [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 7,381,219 | 11,604,650 | 1,907,618 |
PEO [Member] | Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,383,089) | 409,742 | (484,388) |
Non-PEO NEO [Member] | Stock Awards from SCT [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,737,303 | 2,244,309 | 1,359,513 |
Non-PEO NEO [Member] | Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,802,967 | 2,062,303 | 2,126,898 |
Non-PEO NEO [Member] | Fair value as of the vesting date of awards granted in the covered fiscal year for which vesting conditions were satisfied during such year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 198,115 | 113,778 | 139,297 |
Non-PEO NEO [Member] | Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year-end [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 813,577 | 2,560,584 | 264,928 |
Non-PEO NEO [Member] | Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (237,144) | $ 185,974 | $ (198,767) |