Item 2.02. Results of Operations and Financial Condition.

On January 25, 2023, United Rentals, Inc. (the "Company") issued a press release reporting its results of operations for the quarter and year ended December 31, 2022. A copy of the press release is being furnished with this report as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure.

Certain information concerning our business, financial results and 2023 outlook that the Company expects to use at certain investor meetings and presentations can be accessed currently on the Company's website, www.unitedrentals.com. Such information will be maintained on the Company's website for at least the period of its use at such meetings and presentations or until superseded by more current information.

The presentation includes certain financial measures - free cash flow, earnings before interest, taxes, depreciation and amortization ("EBITDA"), adjusted EBITDA and adjusted earnings per share ("adjusted EPS") - that are "non-GAAP financial measures" as defined under the rules of the Securities and Exchange Commission. Free cash flow represents net cash provided by operating activities less purchases of, and plus proceeds from, equipment and intangible assets, and plus excess tax benefits from share-based payment arrangements. The equipment and intangible asset purchases and proceeds represent cash flows from investing activities. EBITDA represents the sum of net income (loss), loss on discontinued operations, net of tax, provision (benefit) for income taxes, interest expense, net, interest expense-subordinated convertible debentures, net, depreciation of rental equipment and non-rental depreciation and amortization. Adjusted EBITDA represents EBITDA plus stock compensation expense, net, and the impact of the defined special items. Adjusted EPS represents diluted EPS from continuing operations plus the impact of the defined special items.

The presentation includes reconciliations of these non-GAAP financial measures to their nearest generally accepted accounting principles financial measures. The Company believes that: (i) free cash flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements; (ii) EBITDA and adjusted EBITDA provide useful information about operating performance and period-over-period growth, and help investors gain an understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced; and (iii) adjusted EPS provides useful information concerning future profitability. However, none of these measures should be considered as alternatives to net income, cash flows from operating activities or earnings per share under GAAP as indicators of operating performance or liquidity.

Item 8.01. Other Events.

On January 25, 2023, the Company's Board of Directors approved a quarterly dividend program, and declared the first dividend under the program of $1.48 per share, payable on February 22, 2023 to stockholders of record as of the close of business on February 8, 2023. In connection with the dividend program, on January 25, 2023, the Compensation Committee of the Board of Directors approved the amendment of all outstanding employee restricted stock unit and performance stock unit awards to provide for dividend equivalents; accordingly, all such awards held by the Company's named executive officers were amended to provide for payment of cash dividend equivalent amounts if and to the extent the corresponding units are earned, vested, and settled.

Item 9.01. Financial Statements and Exhibits.

99.1 Press Release of United Rentals, Inc.

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