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1I © 2023 United Rentals, Inc. All rights reserved. First Quarter 2025 Investor Presentation
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2I Unless otherwise specified, the information in this presentation, including forward-looking statements, is as of our most recent earnings call held on April 24, 2025. We make no commitment to update any such information contained in this presentation. Certain statements in this presentation are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These statements can generally 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 vision, strategy, outlook, targets or goals (including but not limited to our aspirational sustainability goals). These statements are based on current plans, estimates and projections, and, therefore, you should not place undue reliance on them. No forward-looking statement can be guaranteed, and 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: (1) the impact of global economic conditions (including inflation, interest rates, supply chain constraints, tariffs, trade wars and sanctions), geopolitical risks (including risks related to international conflicts) and public health crises and epidemics on us, our customers and our suppliers, in the United States and the rest of the world; (2) declines in construction or industrial activity, which can adversely impact our revenues and, because many of our costs are fixed, our profitability; (3) rates we charge and time utilization we achieve being less than anticipated; (4) changes in customer, fleet, geographic and segment mix; (5) excess fleet in the equipment rental industry; (6) inability to benefit from government spending, including spending associated with infrastructure projects, or a reduction in government spending; (7) trends in oil and natural gas, including significant increases in the prices of oil or natural gas, have in the past affected, and could in the future adversely affect, the demand for our services and products; (8) competition from existing and new competitors; (9) the cyclical nature of the industry in which we operate and the industries of our customers, such as those in the construction industry; (10) costs we incur being more than anticipated, including as a result of inflation or tariffs, and the inability to realize expected savings in the amounts or time frames planned; (11) our significant indebtedness requires us to use a substantial amount of our cash flow for debt service and can constrain our flexibility in responding to unanticipated or adverse business conditions; (12) inability to refinance our indebtedness on terms that are favorable to us, including as a result of volatility and uncertainty in capital or credit markets or increases in interest rates, or at all; (13) incurrence of additional debt, which could exacerbate the risks associated with our current level of indebtedness; (14) 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; (15) restrictive covenants and the amount of borrowings permitted under our debt instruments, which can limit our financial and operational flexibility; (16) inability to access the capital that our businesses or growth plans may require, including as a result of uncertainty in capital or credit markets; (17) the possibility that companies that we have acquired or may acquire could have undiscovered liabilities, or that companies or assets that we have acquired or may acquire could involve other unexpected costs, may strain our management capabilities, or may be difficult to integrate, and that we may not realize the expected benefits from an acquisition over the timeframe we expect, or at all; (18) incurrence of impairment charges; (19) fluctuations in the price of our common stock and inability to complete stock repurchases or pay dividends in the time frames and/or on the terms anticipated; (20) 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; (21) inability to manage credit risk adequately or to collect on contracts with a large number of customers; (22) 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; (23) inability to obtain equipment and other supplies for our business from our key suppliers on acceptable terms or at all, as a result of insolvency, financial difficulties or other factors, including tariffs, affecting our suppliers; (24) increases in our maintenance and replacement costs, including as a result of tariffs, and/or decreases in the residual value of our equipment; (25) inability to sell our new or used fleet in the amounts, or at the prices, we expect; (26) risks related to security breaches, cybersecurity attacks, failure to protect personal information, compliance with privacy, data protection and cyber incident reporting laws and regulations, and other significant disruptions in our information technology systems; (27) risks related to severe whether events and other natural occurrences, and climate change regulation; (28) risks related to our aspirational sustainability and safety goals, including our greenhouse gas intensity reduction goal; (29) 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; (30) shortfalls in our insurance coverage or inability to obtain coverage on reasonable terms or at all; (31) increases in our loss reserves to address business operations or other claims and any claims that exceed our established levels of reserves; (32) the outcome or other potential consequences of litigation, regulatory and investigatory matters; (33) incurrence of expenses (including indemnification obligations) and other costs in connection with litigation, regulatory and investigatory matters; (34) risks related to, and the costs of complying with, environmental and safety laws and regulations; (35) risks related to, and the costs of complying with, foreign laws and regulations, as well as other risks associated with non-U.S. operations, including currency exchange risk and tariffs; (36) labor shortages and/or disputes, work stoppages or other labor difficulties, which may impact our productivity and increase our costs, and changes in law that could affect our labor relations or operations generally; and (37) 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, 2024, as well as to our subsequent filings with the SEC. The 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, except as required by law. Note: This presentation provides information about free cash flow, EBITDA, adjusted EBITDA and adjusted EPS, which are non-GAAP financial measures. This presentation includes a reconciliation between free cash flow and GAAP cash from operations, a reconciliation between both adjusted EBITDA and EBITDA, on the one hand, and GAAP net income, on the other hand, a reconciliation between both adjusted EBITDA and EBITDA, on the one hand, and GAAP cash from operations, on the other hand, a reconciliation between adjusted EPS and GAAP EPS, and a reconciliation between forward-looking free cash flow and forward-looking GAAP cash from operations. Information reconciling forward-looking adjusted EBITDA to GAAP financial measures is unavailable to the company without unreasonable effort. The company is not able to provide reconciliations of forward-looking adjusted EBITDA to GAAP financial measures because certain items required for such reconciliations are outside of the company’s control and/or cannot be reasonably predicted, such as the provision for income taxes. Preparation of such reconciliations would require a forward-looking balance sheet, statement of income and statement of cash flow, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to the company without unreasonable effort (as specified in the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K). The company provides a range for its adjusted EBITDA forecast that it believes will be achieved, however it cannot accurately predict all the components of the adjusted EBITDA calculation. Introductory information
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3I Contents 1. Company Overview 2. End-Market Overview 3. Summary of Key Financial Data 4. Sustainability, Culture and Governance 5. Appendix
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4I 1 Company Overview
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5I Proven ability to win through excellence in people, process, and technology 3 Resilient business model underpinned by diverse portfolio, growing end-market demand, strong cash flow generation, and ample financial flexibility 4 Company Overview Market leader with size, scale, and strategy to sustain meaningful competitive advantages 1 Relentless focus on the customer, fueling deep and lasting relationships 2 Clear strategy to maximize value creation by balancing top-line growth, margin improvement, and prudent capital allocation 5
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6I United Rentals at a Glance (NYSE: URI) Market Leader in an Industry Where Size and Scale Are Differentiators $7.2B 2024 adjusted EBITDA(2) (+4.4% YoY) Other 70% 15% $15.3B 2024 total revenue (+7.1% YoY) #1 Market Share(1) 46.7% 2024 adjusted EBITDA Margin(2) ~27,300 Employees(3) 1997 Founded Stamford, CT Headquarters 1,697 Global Branch Locations(3) ~$21B Fleet Size(3), (4) 51.4 Average Fleet Age in Months(3) 1,601 North American Locations(3) (1) North American market share is based on 2024 actual or estimated rental revenues and American Rental Association (“ARA”) indu stry estimates (excluding party and events rentals). (2) Adjusted EBITDA is a non-GAAP measure. Adjusted EBITDA margin represents adjusted EBITDA divided by total revenue. See the tables provided elsewhere in this presentation for reconciliations to the most comparable GAAP measures. (3) As of March 31, 2025. (4) Based on average original equipment at cost (“OEC”). (5) As of December 31, 2024. Represents Specialty as a percentage of total revenue for the full year. Specialty revenue includes 1) Specialty reporting segment (comprised of our Fluid Solutions, Europe, Trench Safety, Power & HVAC, Mobile Storage, Matting Solutions and Australasia regions) and 2) Reliable Onsite Services and Tools revenues, which are included in our General Rentals reporting segment. 33.4% % Specialty Revenue(5)%
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7I Our purpose, vision, and values United in Our Commitment to Customers, Communities, and Each Other VisionPurpose Build a better future together To be the best partner for worksite safety, productivity, and sustainability Values Safety First Continuous Innovation Community- Minded Sustainability Passion for People Customer- Driven Absolute Integrity Visible Leadership
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8I Saw strong tailwinds from residential construction boom Acquired and integrated RSC Focused on national accounts and customer branch operations – Operation United Extended digital capabilities to better serve customers and drive internal efficiency Developed services businesses and solutions to improve value prop Executed ~250 acquisitions to strengthen North American presence Improved returns through financial and operating discipline Continued build-up of GenRent platform Expanded specialty and adjacent product lines to offer one-stop shop for customers Become a Market Leader Transform the Core Grow the Core Leverage and Extend Competitive Advantages 1997-2008 2009-2013 2014-2022 2023 & BEYOND Building a Better Future Together Being the Best Partner for Safety, Productivity, and Sustainability Continuing our strategic journey History of Strategic Execution
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9I Note: Headcount as of March 31, 2025. How we win | Our competitive advantages Extending Our Leadership Position Supported by Our Team of ~27,300 Tailored Go-to-Market Models to Serve Customers of All Sizes Creating Layers of Value Around the Customer Relationship Enabled by… Deep Expertise Backed by People- Focused Culture Technology to Drive Seamless Experiences Data & Insights to Foster Worksite Performance Breadth of Solutions to Meet Customer Needs
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10I Aerial Forklifts Dirt Trucks Power Mobile Storage Fluid Compressors Lighting Other Solutions • Holistic product set, serving the most diverse customer base in the industry • Comprehensive array of Specialty solutions meeting the needs of complex customers Expertise • Proven vertical specialization • Unique data and insights to inform customer decisions • Productive and efficient operating model (1) Fleet data as of March 31, 2025. Average fleet age 51.4 months. Graph values based on OEC . Enabling Profitable Growth at Scale Customers know we have the resources they need Largest Operational Footprint in the Industry with Multiple Capabilities to Serve Customer and Market Needs Industry-leading Fleet(1) ~$21B; ~1M units
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11I Geographic breadth and flexibility to provide a one-stop shop for customers Largest Network to Better Serve Customers Specialty Business 20.1% 10-Year Revenue CAGR (3) 702 Global Branch Locations(1,2) Optimizing Location Strategy • Improving our operating footprint to enable faster response time • Enhancing operating processes to allow greater face-time with customers • Expanding Specialty locations to bring advanced solutions and expertise to more customers Industry’s Most Expansive Branch Network 1,697 Global Branch Locations(1) North America(2) 1,601 Australia/New Zealand 57 Europe 39 (1) As of March 31, 2025. (2) 995 GenRent branches + 606 Specialty branches across North America. Specialty branch counts (606 in North America and 702 globally) include Tools and Reliable Onsite Services branches that are part of our General Rentals reporting segment. (3) 2014-2024 CAGR. Revenue includes 1) Specialty reporting segment (comprised of our Fluid Solutions, Europe, Trench Safety, Power & HVAC, Mobile Storage, Matting Solutions and Australasia regions) and 2) Reliable Onsite Services and Tools revenues, which are included in our General Rentals reporting segment.
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12I Customers with diverse needs derive many benefits from renting Our customers and the benefits of renting vs. owning *Based on 2024 rental revenue. Verticals Industrial & Other Non-residential construction • Private non-res • Public non-res • Infrastructure Residential construction Customer Mix* 5% 49% 46% • Power / Utilities • Manufacturing • Downstream • Metals & Mining • Chemicals • Food & beverage • Pulp & paper • Oil & gas • Disaster response • Entertainment • Biotech & Pharma Why Customers Rent Instead of Buy • Conserve capital / focus on core business • The right equipment for any job/availability • Reliability/reduce downtime • Control expenses and inventory • Outsourced maintenance (labor) • Outsourced pick-up/delivery (labor) • Save on storage/warehousing • 24/7 customer care/support • Save on disposable costs • Manage risks: regulatory, obsolesce, etc.
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13I Broad customer base helps reduce full-cycle volatility 2024 Rental Revenue by Vertical Diverse end-market exposure Infrastructure Non - Residential Residential Downstream O&G Upstream O&G Midstream O&G Chemicals Industrial Manufacturing Other Industrial Metals & Mining Power All Other
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14I Growing specialty solutions to meet customer demand while expanding profitability Aggressive Expansion in Specialty Solutions Competitively Differentiates Us Tool Solutions • Tool trailers stocked with hoisting, torquing, pipe fitting, and air tools • Used for refinery and other industrial needs and at large construction sites Onsite Services • Plastic bathroom facilities, luxury restroom trailers, sinks, and showers • Core rental item used across all types of special events, construction sites, and industrial projects Portable Storage & Modular Space • Portable storage, mobile offices, and modular space solutions • Core rental item used across all types of industrial and construction sites, commercial applications, and many other end-markets Trench Safety • Excavation support solutions, confined space entry equipment, and customer training • Used for construction, utility installs, manhole work, and other underground applications Power & HVAC • Complete solutions for mobile power and air flow • Used for disaster response, plant shutdowns, commercial renovations, and seasonal climate control Fluid Solutions • Full range of equipment to contain, transfer, and treat fluids • Used by municipalities, industrial plants, and mining, construction, and agri-business customers Matting Solutions • Hardwood, softwood, and composite mats providing surface protection across both construction and maintenance, repair and operations (MRO) applications
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15I 14.5% 16.0% 17.7% 18.9% 21.4% 23.2% 24.5% 27.7% 29.6% 28.8% 33.4% Specialty provides strong growth opportunities Specialty Represented ~33% of Total Revenue in 2024 Specialty % of Total Revenue (1) Revenue includes 1) Specialty reporting segment (comprised of our Fluid Solutions, Europe, Trench Safety, Power & HVAC, Mobil e Storage, Matting Solutions and Australasia regions) and 2) Reliable Onsite Services and Tools revenues, which are included in our General Rentals reporting segment. (2) 2023 year-over-year decline in Specialty as a % of revenue includes the impact of the Ahern acquisition, which increased revenue in our General Rentals segment. On the basis noted above (Reliable Onsite Services and Tools revenues excluded from General Rentals and included in Specialty), 2023 Specialty revenue growth was 19.7%, while pro forma (including pre-acquisition Ahern revenues) General Rentals revenue growth was 13.1%. (3) The Matting Solutions region was added to the Specialty reporting segment in 2024 following the Yak acquisition. On the basis noted above (Reliable Onsite Services and Tools revenues excluded from General Rentals and included in Specialty), 2024 Specialty revenue growth was 24.4%, while Specialty revenue growth excluding the revenue from the acquired Yak locations was 16.6%. $823 $931 $1,021 $1,254 $1,720 $2,165 $2,089 $2,692 $3,445 $4,122 $5,127 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Specialty Revenue(1) ($M) 2014-2024 CAGR: 20.1% (2) (3)
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16I Customer facing digital tools and results 2024 Digital Marketplace Fleet Management & Insights Real-time Notifications & Tracking+ + UR.com revenue increase of 22% YoY 76% of revenue uses digital (up from 70% in 2023) 8.4 million customer notifications sent (+20% YoY) ▪ Generate awareness and interest ▪ Acquire new customers ▪ Capture demand through online digital transactions ▪ Used equipment and rentals with real- time availability indication ▪ Online training + certification management ▪ View and manage rental and owned fleet ▪ Take self-service digital actions ▪ Access real-time telematics information ▪ View and take action on strategic insights around productivity and sustainability ▪ Desktop access through Total Control® and mobile access through the United Rentals Mobile app ▪ ~50 notifications across rental lifecycle ▪ Option to select Email and/or SMS ▪ Track deliveries and service with automatic notifications and in-app status trackers ▪ Ability to customize notifications based on engine Diagnostic Trouble Codes
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17I Industry leading customer service, equipment management, and operations enabled by technology Using technology to drive greater efficiencies and improve the customer experience Service & Maintenance • Suite of advanced telematics alerts to notify our team of customer equipment issues • Central field service dispatch and field app for field service customer support • Remote equipment diagnostic tools Reduce time to repair and resolution Operations • Suite of mobile applications for intake, customer pickup, and equipment staging • Automated digital customer damage detection • Digitized contract management process Decrease turnaround time and increase customer service Logistics • Central dispatch capability for equipment pickup and customer drop off • Route and truck bed optimization through proprietary FAST tool • Equipment pickup prioritization algorithm Maximize productivity and on-time delivery Sales • Enterprise CRM for dealflow management • Web application for order entry and management (URmax) • AI sales training tool for sales team upskilling Increase share of customer wallet and customer service
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18I (1) YoY as of December 31, 2024 Elevating worksite performance through greater customer control with technology Leveraging Technology to Drive Efficiency Across the Procure-to-Pay Process Proactively Addressing Needs… …Drives Positive Business Impacts(1) 22% Growth in Online Revenue 31% Growth in Online Payments 23% Growth in Online Field Service Requests Mobile App Quick and convenient capabilities and information from anywhere Direct Integration Leveraging data and technology to drive better engagement and outcomes Total Control® Comprehensive visibility into workflows, enabling safety, sustainability, and productivity Online Rental Simplicity and ease of placing an order
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19I Telematics & FAST Telematics & Related Technologies Field Automation Systems & Technologies (FAST) ◼ Internal Benefits: – Performance monitoring and service alerts – More efficient location and pick-up capabilities – Overtime and revenue recovery ◼ Customer Benefits: – Visibility into equipment utilization – Ability to more easily locate equipment – Billing and account access – Fuel alerts ◼ Internal Benefits: – Increased driver and dispatcher productivity – Improved fleet efficiency – Reduced fuel consumption – Safety benefits – Environmental benefits Using technology to drive greater efficiencies and improve customer experience
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20I 2 End-market overview
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21I $0 $10 $20 $30 $40 $50 $60 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 U.S. equipment rental industry historical overview Sources: Company reports, ARA, RER, and U.S. Census Bureau (based on most current data available) Reflects data between 1997 and 2022 per previous ARA methodology to provide a broader perspective on market dynamics. Current methodology only restated since 2019. Equipment rental value proposition has driven secular penetration 20% 22% 23% 24% 26% 27% 27% 30% 32% 36% 38% 40% 44% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 50% 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Growth of the U.S. equipment rental market has sharply outpaced underlying total non-res activity Largest players capturing a growing share of the U.S. equipment rental market 25-year CAGR 5.2% 10-year CAGR 5.1% Combined U.S. General Rental and Construction & Industrial Equipment Rental Market Size ($bn) Top 10 U.S. Rental Companies as % of Total Industry Revenues Peak-to- Peak CAGR 3.3% 0% 50% 100% 150% 200% 250% 300% 350% 400% 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Indexed growth: US Equipment Rental Market Indexed growth: Total US Non-Res Construction
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22I 22I Growth: Strategy supports meaningful outperformance of industry Sources: Company data, American Rental Association (excluding party and event rentals). Note: Reflects indexed growth for the North American industry ex -URI North America rental revenue based on ARA data vs. URI Nort h America rental revenue. URI CAGR over 1.5x the industry from 2019 - 2024 ✓ Smart M&A ✓ Secular shift towards rental over ownership ✓ Increased cross-selling to capture wallet share and maximize cyclical growth ✓ Evolution of sales strategies and asset base to better serve customers ✓ Differentiation through new technologies and accelerated innovation 80% 100% 120% 140% 160% 180% 2019 2020 2021 2022 2023 2024 Indexed Growth: URI Rental Revenue (10.0% CAGR) Indexed Growth: NAM Industry ex-URI (6.6% CAGR) Growth Drivers
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23I Adjusted for inflation and population growth, total U.S. non-residential construction investment (public + private) per capita is about one standard deviation above the historic mean Sources: U.S. Census Bureau, Engineering News-Record (based on most current data available). Real total U.S. non-res construction spend per capita 2,400 2,600 2,800 3,000 3,200 3,400 3,600 3,800 4,000 4,200 1964 1965 1966 1967 1968 1969 1970 1971 1972 1973 1974 1975 1976 1977 1978 1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Real Total U.S. Non-Res Construction per Capita (Public + Private) +1 st dev +2 st dev -1 st dev -2 st dev Average 1964-2024
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24I Summary of key financial data 3
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25I (1) Adjusted EBITDA and Adjusted EPS are non-GAAP measures. See the tables provided elsewhere in this presentation for reconciliatio ns to the most comparable GAAP measures. Adjusted EPS is not forecasted. (2) 2025F reflects the mid-point of guidance. Strong track record of powerful financial performance Strong Growth and Margins Have Driven Powerful Earnings Growth Total Revenue ($M) +10.4% 2024 5-Year CAGR Adjusted EBITDA(1) ($M) +10.5% 2024 5-Year CAGR Adjusted EPS(1) +20.1% 2024 10-Year CAGR $0 $4,000 $8,000 $12,000 $16,000 2019 2020 2021 2022 2023 2024 2025F $0 $2,000 $4,000 $6,000 $8,000 2019 2020 2021 2022 2023 2024 2025F $0 $5 $10 $15 $20 $25 $30 $35 $40 $45 2019 2020 2021 2022 2023 2024 +3.3% 2025 Implied Growth +2.3% 2025 Implied Growth +17.2% 2024 5-Year CAGR (2) (2)
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26I Profitability: Focused on efficiency to support margins Industry-Leading Margins Driven by Scale and Focus on Efficiency Key Drivers of Industry-Leading Margins Strong Fixed-Cost Absorption • Cyclical leverage (e.g., SG&A) • M&A cost synergies Increased Operational Efficiency • Process improvements (e.g., LEAN) • Technology investments (e.g., logistics, telematics, CORE, etc.) Improved Mix • Shift towards higher margin Specialty • Improved segment/end-market mix • De-emphasis of low margin/return businesses Enhanced Used Equipment Strategies 0% 5% 10% 15% 20% 25% 35% 40% 45% 50% 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Adj. EBITDA Margin (L) Net Income Margin (R) Note: Adjusted EBITDA is a non-GAAP measure. Net income margin and adjusted EBITDA margin represent net income or adjusted EBITD A divided by total revenue. See the tables provided elsewhere in this presentation for adjusted EBITDA reconciliations to the most comparable GAAP measures. Note: 2017 net income margin excludes one-time benefit from the Tax Act.
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27I Long-term growth and margin opportunities Optimizing growth and margins to maximize long-term value creation Vision To be the best partner for worksite safety, productivity, and sustainability • Capitalize on ongoing secular shift towards rental over ownership • Leverage cross-selling to capture more wallet share and maximize cyclical growth • Evolve sales strategies and asset base to better serve customers and capture secular opportunities (infrastructure, digital, etc.) • Differentiate services through new technologies and accelerated innovation • Smart M&A • Further leveraging of LEAN • Optimization of operating costs • Continual improvement of labor productivity • Fixed cost leverage via organic and M&A growth • Mix shift as Specialty outpaces total growth • Product and customer mix • Further leveraging of technology and systems Revenue Related Cost and Margin Related
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28I 8.8% 13.0% 0% 2% 4% 6% 8% 10% 12% 14% 16% 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Focused on generating strong returns ROIC Exceeds Cost of Capital 420 bps improvement Sources: Company data. ROIC metric uses after -tax operating income for the trailing 12 months divided by average stockholders' e quity, debt, and deferred taxes, net of average cash. To mitigate the volatility related to fluctuations in the company's tax rate from period to period, the U.S. federal corporat e statutory tax rates of 21% and 35% were used to calculate after - tax operating income for 2018-2024 and 2015-2017, respectively. Key Return Drivers Increased Profitability Positive Fleet Productivity Aggressive Fleet Management Smart Capital Allocation
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29I Durable Free Cash Flow Provides Significant Financial Flexibility and Optionality for Value Creation 10-Year Average Cash Conversion(3,4) 142.2% 10-Year Average FCF Margin(3,5) 17.4%$10.1B Cumulative FCF Last 5-years(2) $16.2B Cumulative FCF Last 10-years(3) Cash Flow: Strong and resilient free cash flow (1) generation (1) Free cash flow is a non-GAAP financial measure. See reconciliation to the most comparable GAAP measure provided elsewhere. F ree cash flow presented on this page excludes the impact of merger and restructuring payments. Cash conversion noted for the 10-year average excludes a one-time tax benefit in 2017. (2) Reflects 5 -year period from 2020 to 2024, excluding merger and restructurin g related payments. (3) Reflects 10 -year period from 2015 to 2024, excluding merger and restructuring related payments. (4) Cash conversion is calculated as free cash flow, excluding merger and restructuring related payments, divided by net income. (5) Free cash fl ow margin is calculated as free cash flow, excluding merger and restructuring related payments, divided by total revenue. (6) 20 20 reflects a ~$1.2 billion year-over-year decrease in net rental capital expenditures, while 2021 reflects a ~$1.9 billion year-over-year increase in net rental capital expenditures. (7) 2025F reflects the mid-point of guidance. $924 $1,195 $983 $1,334 $1,592 $2,454 $1,527 $1,768 $2,314 $2,065 $2,100 15.9% 20.7% 14.8% 16.6% 17.0% 28.8% 15.7% 15.2% 16.1% 13.5% 13.2% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% $0 $500 $1,000 $1,500 $2,000 $2,500 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025F Free Cash Flow FCF Margin (7)(6)(6) FCF FCF Margin(5) (1) (5)
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30I Prudent Financial Leverage • Targeted full-cycle leverage ratio: 1.5x-2.5x (new as of 2024) • Ensure access to diverse funding sources • Support funding needs in all environments Liquidity and Maturity Management • Ensure sufficient liquidity to support business • Manage debt maturities to minimize risks Thoughtful Capital Allocation • Balance the deployment of excess free cash flow to support shareholder value • Dividends vs. Repurchases vs. Net Debt Financial strength: Managing the balance sheet Current Leverage Strategy Provides a Solid Foundation for Capital Deployment and Value Creation Capital Allocation Strategy Supports Strong Balance Sheet Aggressive Balance Sheet and Liquidity Management 3.6x 3.0x 2.9x 2.8x 2.7x 2.9x 3.0x 2.6x 2.4x 2.2x 2.0x 1.6x 1.6x 1.7x -0.05 0.95 1.95 2.95 3.95 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Q1'25 Leverage Ratio (2) (3) (4) (6)(5) Leverage Ratio(1) (1) Leverage Ratio calculated as net debt divided by LTM adjusted EBITDA, as of the end of the applicable period. (2) Pro Forma assumes RSC acquisition occurred on January 1, 2012. (3) Reflects leverage as reported, which includes borrowings related to the acquisitions of both NES and Neff without full-year benefits of EBITDA contribution. (4) Reflects leverage as reported, which includes borrowings related to the acquisitions of both Baker and BlueLine without full-year benefits of EBITDA contribution. (5) Reflects leverage as reported, which includes borrowings related to the acquisition of General Finance without full-year benefits of EBITDA contribution. (6) Reflects leverage as reported, which includes borrowings related to the acquisition of Ahern without full-year benefits of EBITDA contribution
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31I Financial strength: Ensuring flexibility & optionality Aggressive Management of Long-term Maturity Towers $500 $750 $1,100 $750 $750 $990 $1,323 $1,527 $1,403 $- $1,673 $1,500 $1,500 $2,090 $750 $- $1,100 $0 $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 Used ABL Facility(3) $5,500 $M No Long-term Debt Maturities Until 2027 Total Liquidity of $3.345B Fixed vs. Floating Ratio: 71%/29% $80 Unused A/R Facility Used A/R Facility Term Loan B 5.50% SUN $2,723 Unused ABL Facility 3.875% SSN 4.875% SUN(4) 5.25% SUN 4.00% SUN 3.75% SUN 6.00% SSN 6.125% SUN Credit Rating: Ba1/BB+ 3.875% SUN Note: As of March 31, 2025, unless otherwise noted. Excludes finance leases. SSN = Senior Secured Notes. SUN = Senior Unsecured Notes. (1) As of April 21, 2025. (2) Includes total cash, cash equivalents and availability under ABL and A/R facilities. (3) Includes $18M in Letters of Credit. (4) Comprised of two separate 4.875% notes, a note with $1.669B principal amount and a note with $4M principal amount. (2) (1)
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32I (1) Specialty cold starts include Tools and Reliable Onsite Services branches that are part of our General Rentals reporting segm ent (2) Based on URI closing share price on March 31, 2025 (3) Reflects period from 2012 to March 31, 2025 Prudent capital deployment execution with clear priorities Disciplined Capital Allocation Approach Drives Outsized Shareholder Returns Invest in Growth Return Excess Cash to Investors Organic Growth • Continued investment in GenRent and Specialty to support customers • Targeting at least 50 specialty(1) cold-starts in 2025 vs. 72 in 2024 M&A • Focus on risk-adjusted returns across both GenRent and Specialty • Supports our “Grow, Deepen and Expand” strategy • Balance sheet provides the flexibility to pursue strategic opportunities Dividends • Initiated dividend program in 1Q2023 and paid $434 million during 2024 • Current quarterly dividend per share of $1.79 in 2025 (10% increase vs. 2024) • Paid $118 million in 1Q2025 • Annualized yield of 2025 quarterly dividend 1.1%(2) Share Repurchases • $1.5B program: Approved by Board of Directors on January 24, 2024. In 1Q2025, purchased the remaining $250 million to complete the program. • New $1.5B program: Approved by Board of Directors on April 23, 2025. Expect to repurchase $1.25 billion through 4Q2025 with the remaining $250 million to be completed by the end of the first quarter of 2026. • Since 2012, the company has returned $7.7B of excess cash to shareholders via share repurchases, reducing its outstanding share count by over 40% at an internal rate of return of over 20%(3)
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33I Note: Financial benefits are not exhaustive and exclude the net present value of related tax benefits. Cost and revenue syner gies reflect targeted levels. Proven ability to create value through GenRentM&A… M&A is a Core Competency that Benefits Both Customers and Shareholders 2012 2017 2017 2018 2022 Positioned URI as leader in North American rental industry Strengthened aerial capabilities; added two-way cross-sell opportunities Introduced new capabilities in infrastructure; added two-way cross-sell opportunities Bolstered NA rental position; increased local and mid-sized presence Bolstered NA rental position; increased local and mid-sized presence Strategic Value $200M of cost synergies $35M of cost synergies, $15M of revenue synergies $45M of cost synergies, $35M of revenue synergies $40M of cost synergies, $60M of revenue synergies Financial Benefits Cultural Alignment $40M of cost synergies, $35M of revenue synergies
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34I *United Rentals acquired certain power equipment assets, primarily mobile rental generator sets, from Cummins, Inc. Note: Financial benefits are not exhaustive and exclude the net present value of related tax benefits. Cost and revenue syner gies reflect targeted levels. Proven ability to create value through Specialty M&A… M&A is a Core Competency that Benefits Both Customers and Shareholders Financial Benefits Cultural Alignment 2024 Expanded offering; additional one-stop shopping offering $7M of cost synergies, Delivers on growth mandate; offers cross- selling opportunity 2021 $17M of cost synergies, $65M of revenue synergies Expanded offering; differentiated ability to provide one-stop shopping 2014 Delivered on growth thesis; capitalize on cross-sell opportunity Expanded offerings in higher margin/ return assets Strategic Value 2018 Expanded offerings in higher return assets and enabled Fluid Solutions strategy $19M of cost synergies, $60M of revenue synergies 2019 Expanded offering in Fluid Solutions; added pump rentals to one- stop shopping Expanded Fluid Solutions with leading position in turnkey sewer bypass solutions and wellpoint dewatering 2017 Delivered on fleet expansion to ensure greater availability and customer service Expanded Power & HVAC with a focus on large mobile generator sets Cummins, Inc.* Mobile Rental Generator Fleet
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35I Proven integration capabilities are a key advantage in realizing greater value from M&A M&A strategy: Disciplined and opportunistic Strategic Financial Cultural • Proactively supports growth in attractive markets • Difficult to replicate organically • Access to new customers • Enhance cross-selling • Best practice adoption • Geographic coverage • Diversification • Safety • Talent • Ethics and integrity • Management philosophy • Customer focus • Community • Invest capital at attractive returns over cycle • Revenue growth • Margin opportunities • Manage leverage • Internal Rate of Return • ROIC • Volatility
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36I Fleet productivity: overview (3) Fleet productivity provides better insight into the decisions made to optimize growth and returns Fleet Productivity provides greater insight into the interplay and combined impact of key decisions made by managers every day across (a) rental rates, (b) time utilization, and (c) changes in mix on our Owned Equipment Rental Revenue (i.e., the revenue we generate with our owned rental assets). • Mix includes impact of changes in customer mix, fleet mix, geographic mix and business mix (i.e., Specialty). Fleet Productivity is a metric that better explains how the combined changes in rental rates, time utilization, and mix come together to produce revenue and how management flexes the combination of these factors to drive efficient growth and benefits returns. Fleet Productivity is a comprehensive measure that combines the impact of the change in rental rates plus the impact of changes in time utilization plus the revenue impact from changes in mix in one metric.
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37I Fleet productivity (3) Q1 2025 fleet productivity at 3.1% Actual YoY Change in Average OEC + Assumed YoY Impact of OEC Inflation on Rental Revenue + Fleet Productivity(1) = YoY Change in Owned Equipment Rental Revenue + Contribution from Ancillary and Re-Rent = Reported YoY Change in Rental Revenue Q1 2022 16.4% (1.5%) 13.0% 27.9% 2.6% 30.5% Q2 2022 13.6% (1.5%) 11.3% 23.4% 2.8% 26.2% Q3 2022 10.6% (1.5%) 8.9% 18.0% 2.0% 20.0% Q4 2022(2) 14.2% (1.5%) 5.9% 18.6% 0.2% 18.8% Q1 2023 25.6% (1.5%) 2.0% 26.1% (0.1%) 26.0% Q2 2023 25.5% (1.5%) (2.0%) 22.0% (0.9%) 21.1% Q3 2023 22.2% (1.5%) (2.2%) 18.5% (0.5%) 18.0% Q4 2023 15.1% (1.5%) 0.3% 13.9% (0.4%) 13.5% Q1 2024(2) 3.6% (1.5%) 4.0% 6.1% 0.8% 6.9% Q2 2024 2.7% (1.5%) 4.6% 5.8% 2.0% 7.8% Q3 2024 3.8% (1.5%) 3.5% 5.8% 1.6% 7.4% Q4 2024 4.1% (1.5%) 4.3% 6.9% 2.8% 9.7% Q1 2025 3.3% (1.5%) 3.1%(3) 4.9% 2.5% 7.4% 1) Fleet Productivity reflects the combined impact of changes in rental rates, time utilization, and mix that contribute to Owned Equipment Rental revenue (OER). 2) Denotes quarter in which URI closed a notable acquisition (Ahern = 4Q22; Yak = 1Q24). 3) 1Q25 fleet productivity was 1.9% on a pro forma basis, including the pre-acquisition results for Yak, as if they were acquired January 1, 2024.
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38I Q1 2025 Results Total Revenue $3.719 billion (6.7% Y/Y) Net Income $518 million (13.9% margin; -170 bps Y/Y) (2) Adjusted EBITDA(1) $1.671 billion (44.9% margin; -60 bps Y/Y)(2) Net/Gross Rental Capital Expenditures $330 million, after gross purchases of $707 million Net Cash Provided by Operating Activities $1.425 billion(2) Free Cash Flow(1) $1.083 billion(2,3) (1) Adjusted EBITDA and Free Cash Flow are non-GAAP measures. See the tables provided elsewhere in this presentation for reconciliations to the most comparable GAAP measures. (2) In January 2025, the company announced that it had signed a merger agreement to acquire H&E. In February 2025, following the termination of that merger agreement, the company received a break-up fee of $64 million. The results for Q1 2025 include a net $39 million merger termination benefit, which reflects this break-up fee, net of related transaction costs. Q1 2025 includes a net $29 million after-tax benefit for net income and a $52 million net benefit for adjusted EBITDA, net cash provided by operating activities and free cash flow (the cash flow impact reflects the fact that the associated taxes have not yet been paid) related to the merger termination with H&E. (3) Excludes aggregate merger and restructuring related payments of $1 million.
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39I 2025 Financial Outlook Total Revenue $15.6 billion to $16.1 billion Adjusted EBITDA(1) $7.2 billion to $7.45 billion Net/Gross Rental Capital Expenditures $2.2 billion to $2.5 billion, after gross purchases of $3.65 billion to $3.95 billion Net Cash Provided by Operating Activities $4.5 billion to $5.1 billion Free Cash Flow(1) $2.0 billion to $2.2 billion(2) (1) Adjusted EBITDA and Free Cash Flow are non-GAAP measures. See the table provided elsewhere in this presentation for a reco nciliation of forecasted Free Cash Flow to the most comparable GAAP measure. Information reconciling forecasted adjusted EBI TDA to the most comparable GAAP financial measures is unavailable to the company without unreasonable effort, as discussed in the “Introd uctory Information” slide. (2) Excludes aggregate merger and restructuring related payments. FCF outlook assumptions include 2025 cash taxes of $1.0 b illion and cash interest of $685 million. 2025 On Track for Another Year of Strong Results Across Growth, Profitability, Free Cash Flow, and Returns
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40I 40I 2028 aspirational targets Note: Information reconciling the aspirational target for Adj. EBITDA to the most comparable GAAP financial measures is unava ilable to the company without unreasonable effort, as discussed in the “Introductory information" slide. Adj. EBITDA flowthrough is calculated as the YOY change in adjusted EBITDA divided by the YOY change in total revenue. Specialty includes Tools and Reliable Onsite Services that are part of our General Rentals reporting segment. Remain Confident in our Ability to Drive Profitable Growth Long Term Key Assumptions • Continued long-term growth in non- residential construction, including support from key tailwinds across North America infrastructure and reindustrialization and industrial activity. • Continued end-market outgrowth by URI supported by our competitive advantages, Grow, Deepen, and Expand strategy, vertical strategies and weighting, secular penetration and acquisitions. • Ongoing margin expansion driven by our focus on operational efficiency with targeted adjusted EBITDA flow-through of 50-60% across the cycle. • Continued focus on driving healthy fleet productivity and capital efficiency to support higher returns on invested capital and strong free cash generation. ~$20B Total Revenue ~$7B Specialty Revenue ~$10B Adjusted EBITDA 15%+ Return on Invested Capital
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41I Sustainability, Culture and Governance 4
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42I Differentiation through a focus on sustainability… Helping build a better future for all stakeholders For additional information, please see our most recent corporate responsibility report that can be found at www.ur.com. Selected Highlights Emissions ✓ Aspirational goal: Reduce greenhouse gas (GHG) emissions intensity by 35% by 2030 vs. 2018 baseline ✓ Progress to date includes a 25.6% reduction in GHG emissions intensity in 2023 vs. 2018 baseline ✓ Approximately 31%* of rental fleet is electric or hybrid ✓ Estimated Emissions dashboard in Total Control®, aiding customers in understanding their equipment emissions and facilitating data-driven decision-making *as of 6/10/24 and based on number of units in classes that are motorized (excludes non-motorized and hand tools) Energy ✓ Aspirational goal: 95%** of North American locations will have lighting retrofit completed by 2025 ✓ As of 12/31/2023, 84%** of North American locations had lighting retrofits completed ✓ Solar panels installed at our Ridgefield Park, New Jersey branch, capable of generating nearly 550 MWh of solar power annually, which is estimated to cover approximately 80-95% of energy consumption at this location ** based on footprint as of 6/30/22, and does not include locations we have acquired since then or may acquire in the future Waste ✓ Aspirational goal: Divert 70% of our waste from landfills by 2025 ✓ In 2023, 57.4% of waste was diverted from landfills, compared to 56.4% diverted in 2022 Other ✓ Published white paper highlighting learnings and best practices for jobsites with a lower climate impact ✓ Partnered with third-party to analyze our rental business and quantify the environmental benefits it brings ✓ Conducted monthly Sustainability Steering Committee meetings to drive progress toward our goals ✓ Planet United, our sustainability-focused employee resource group, works to foster environmental awareness across the organization ✓ LEAN practices/Continuous Improvement have long been part of URI standard operating procedures GHG Emissions Intensity (MT CO2e/$M Revenue) Includes scope 3 emissions from third party haulers in addition to scope 1 and 2 emissions 2030 Aspirational Goal: 39.5 MT CO2e/ $M revenue, a 35% reduction from 2018-base level 0 10 20 30 40 50 60 2018 2019 2020 2021 2022 2023 60.8 1 GHG intensity increased by 5.3% from 2019 to 2020, which was due to absolute emissions decreasing by 4%, while total revenue decreased 8.8%, primarily due to COVID -19 impacts. 55.4 58.31 55.1 50.6 45.2
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43I … safety and people… Making a difference for our employees, their families, and our communities 0.00 0.20 0.40 0.60 0.80 1.00 2021 2022 2023 2024 0.79 0% 5% 10% 15% 20% 25% 2021 2022 2023 2024 12.4% 11.9% Voluntary Employee Turnover* 13.5% 0.76 13.1% *Voluntary employee turnover represents voluntary terminations during the relevant period divided by average headcount during the relevant period. Selected Highlights Safety ✓ 2024 TRIR of 0.81, which was slightly up from 2023 but still represents strong overall performance Employee experience and retention ✓ 2024 employee experience survey: strong results with average responses ranging from 8.3 to 9.1 out of 10 in each of our four survey categories; our employee Net Promoter Score places us in the top five percent of the Peakon Benchmark for Commercial and Professional Services Companies for the Engagement category, in the top 10 percent for the Health & Wellbeing category and in the top 25 percent for the Belonging category; there is no external benchmark reference for our fourth category, Safety Commitment ✓ Voluntary employee turnover was 11.9% in 2024, down from 12.4% in 2023 Giving back ✓ Approximately $2.2 million distributed to employees-in-need through the United Compassion Fund in 2024, largest annual distribution to date Other ✓ In 2025, once again recognized as one of America’s Best Companies by Forbes and one of America’s Most Responsible Companies by Newsweek ✓ In 2024, once again named one of America’s Most Trusted Companies by Newsweek, named one of the “Best Managed Companies” by Wall Street Journal and listed as one of the Best Industrials and Business Services Companies to Work For by U.S. News ✓ Continued recognition for hiring and supporting veterans. In 2024, again received HIRE Vets Medallion Award from the U.S. Department of Labor for initiatives in recruiting, employing and retaining veterans and VETS Indexes Employer 5 Star Employer Award. TRIR (Safety Measurement) For additional details regarding information presented on this slide, please see our Form 10-K and Corporate Responsibility Report that can be found at www.ur.com. 0.75 0.81
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44I …and corporate governance Policies ensure alignment of interests between management and investors Board Independence and Accountability • Annual election of all Directors by majority vote • 9 of 11 Directors are independent • Lead Independent Director • Required committees are fully independent • Separate Chair and CEO Other Board Highlights • No hedging or pledging of company shares • Robust stock ownership guidelines • Authority to retain outside advisors • Director retirement age policy • Director overboarding policy Board Performance • Risk oversight • Robust Board evaluations • Commitment to Board refreshment • Focus on management succession planning Shareholder Rights • Simple majority voting requirements • Shareholder right to call special meetings • Shareholder right to act by written consent • Proxy access • No poison pill As shown below, the significant majority of NEO pay was variable for 2024: Note: percentages do not total 100% due to rounding The strength of our Board is further illustrated by the diversity and other characteristics of our directors: Content on slide reflects Board composition as of April 23, 2025 and does not reflect changes expected to occur at our 2025 a nnual stockholders meeting on May 8. For additional details, including definitions for each prioritized Board competency and ind ividual director nominee demographic information, see our 2025 Proxy Statement that can be found at www.ur.com. Executive Compensation Overview Corporate Governance Highlights Board of Directors Overview The strength of our Board is highlighted by our directors' skills and expertise, as illustrated by the following matrix presenting the prioritized Board competencies:
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45I Appendix5
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46I Adjusted Earnings Per Share GAAP Reconciliation We define “earnings per share – adjusted” as the sum of earnings per share – GAAP, as-reported plus the impact of the following special items: merger related intangible asset amortization, impact on depreciation related to acquired fleet and property and equipment, impact of the fair value mark-up of acquired fleet, restructuring charge, asset impairment charge and debt related losses. See below for further detail on the special items. Management believes that earnings per share - adjusted provides useful information concerning future profitability. However, earnings per share - adjusted is not a measure of financial performance under GAAP. Accordingly, earnings per share - adjusted should not be considered an alternative to GAAP earnings per share. The table below provides a reconciliation between earnings per share – GAAP, as-reported, and earnings per share – adjusted. Three Months Ended March 31, 2025 2024 Earnings per share - GAAP , as-reported (1) $7.91 $8.04 After-tax (2) impact of: Merger related intangible asset amortization (3) 0.52 0.49 Impact on depreciation related to acquired fleet and property and equipment (4) 0.29 0.40 Impact of the fair value mark-up of acquired fleet (5) 0.13 0.19 Restructuring charge (6) 0.01 0.01 Asset impairment charge (7) — 0.01 Debt related losses — 0.01 Earnings per share - adjusted (1) $8.86 $9.15 Tax rate applied to above adjustments (2) 25.2% 25.2% 1) The impact of the H&E merger termination for the three months ended March 31, 2025 was a net benefit of $0.45 per diluted share. 2) The tax rates applied to the adjustments reflect the statutory rates in the applicable entities. 3) Reflects the amortization of the intangible assets acquired in the major acquisitions completed since 2012 that significantly impact our operations (the "major acquisitions," each of which had annual revenues of over $200 million prior to acquisition). 4) Reflects the impact of extending the useful lives of equipment acquired in certain major acquisitions, net of the impact of a dditional depreciation associated with the fair value mark-up of such equipment. 5) 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 and subsequently sold. 6) Primarily reflects severance and branch closure charges associated with our restructuring programs. We only include such cost s that are part of a restructuring program as restructuring charges. The designated restructuring programs generally involve the closure of a larg e number of branches over a short period of time, often in periods following a major acquisition, and result in significant costs that we would not norma lly incur absent a major acquisition or other triggering event that results in the initiation of a restructuring program. Since the first such restructuring program was initiated in 2008, we have completed seven restructuring programs and have incurred total restructuring charges of $384 million. We currently have no op en restructuring programs. 7) Reflects write-offs of leasehold improvements and other fixed assets.
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47I The table below provides a reconciliation between net income and EBITDA and adjusted EBITDA. $ millions EBITDA and Adjusted 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 restructuring charges, stock compensation expense, net, and the impact of the fair value mark-up of acquired fleet. See below for further detail on each adjusting item. 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 reconciliation, 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 understanding of the factors and trends affecting our ongoing cash earnings, from which capitalinvestments are made and debt is serviced. Three Months Ended March 31, 2025 2024 Net income (1) $ 518 $ 542 Provision for income taxes 170 153 Interest expense, net 184 160 Depreciation of rental equipment 637 582 Non-rental depreciation and amortization 114 104 EBITDA $1,623 $1,541 Restructuring charge (2) 1 1 Stock compensation expense, net (3) 36 28 Impact of the fair value mark-up of acquired fleet (4) 11 17 Adjusted EBITDA (1) $1,671 $1,587 Net income margin 13.9 % 15.6 % Adjusted EBITDA margin 44.9 % 45.5 % 1) For the three months ended March 31, 2025, the impact of the H&E merger termination was a net after -tax benefit of $29 million for net income and a net $52 million benefit for adjusted EBITDA. 2) Primarily reflects severance and branch closure charges associated with our restructuring programs. We only include such cost s that are part of a restructuring program as restructuring charges. The designated restructuring programs generally involve the closure of a large number of br anches over a short period of time, often in periods following a major acquisition, and result in significant costs that we would not normally incur absent a maj or acquisition or other triggering event that results in the initiation of a restructuring program. Since the first such restructuring program was initiated in 2008, we have completed seven restructuring programs and have incurred total restructuring charges of $384 million. We currently have no open restructuring programs. 3) Represents non-cash, share-based payments associated with the granting of equity instruments. 4) 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 and subsequently sold.
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48I EBITDA and Adjusted EBITDA GAAP Reconciliations (cont’d) The table below provides a reconciliation between net cash provided by operating activities and EBITDA and adjusted EBITDA. $ millions Three Months Ended March 31, 2025 2024 Net cash provided by operating activities (1) $ 1,425 $ 1,029 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 (4) (4) Gain on sales of rental equipment 167 187 Gain on sales of non-rental equipment 4 3 Insurance proceeds from damaged equipment 11 13 Restructuring charge (2) (1) (1) Stock compensation expense, net (3) (36) (28) Debt related activity (4) (13) (1) Changes in assets and liabilities (194) 17 Cash paid for interest 222 195 Cash paid for income taxes, net 42 131 EBITDA $ 1,623 $ 1,541 Add back: Restructuring charge (2) 1 1 Stock compensation expense, net (3) 36 28 Impact of the fair value mark-up of acquired fleet (5) 11 17 Adjusted EBITDA (1) $ 1,671 $ 1,587 1) For the three months ended March 31, 2025, the impact of the H&E merger termination was a net $52 million benefit for both net cash provided by operating activities (as noted above, the associated taxes have not yet been paid) and adjusted EBITDA. 2) Primarily reflects severance and branch closure charges associated with our restructuring programs. We only include such costs that are part of a restructuring program as restructuring charges. The designated restructuring programs generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition, and result in significant costs that we would not normally incur absent a major acquisition or other triggering event that results in the initiation of a restructuring program. Since the first such restructuring program was initiated in 2008, we have completed seven restructuring programs and have incurred total restructuring charges of $384 million. We currently have no open restructuring programs. 3) Represents non-cash, share-based payments associated with the granting of equity instruments. 4) The amount for the three months ended March 31, 2025 reflects bridge financing fees associated with the terminated H&E acquisition discussed above. 5) 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 and subsequently sold.
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49I Free Cash Flow GAAP Reconciliation (In millions, except footnotes) The table below provides a reconciliation between 2025 forecasted net cash provided by operating activities and free cash flow. We define “free cash flow” as net cash provided by operating activities less payments for purchases of, and plus proceeds from, equipment and intangible assets. The equipment and intangible asset items 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. Three Months Ended March 31, 2025 2024 Net cash provided by operating activities (1) $ 1,425 $ 1,029 Payments for purchases of rental equipment (661) (511) Payments for purchases of non-rental equipment and intangible assets (84) (58) Proceeds from sales of rental equipment 377 383 Proceeds from sales of non-rental equipment 14 13 Insurance proceeds from damaged equipment 11 13 Free cash flow (1) (2) $ 1,082 $ 869 1) For the three months ended March31, 2025, the impact of the H&E merger termination was a net $52 million benefit for both net cash provided by operating activities and free cash flow (as noted above, the associated taxes have not yet been paid). 2) Free cash flow included aggregate merger and restructuring related payments of $1 million and $2 million for the three monthsended March 31, 2025 and 2024, respectively. Net cash provided by operating activities $4,500-$5,100 Payments for purchases of rental equipment $(3,550)-$(4,050) Proceeds from sales of rental equipment $1,350-$1,550 Payments for purchases of non-rental equipment and intangible assets, net of proceeds from sales and insurance proceeds from damaged equipment $(300)-$(400) Free cash flow excluding merger and restructuring related payments $2,000- $2,200
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50I Historical Adjusted Earnings Per Share GAAP Reconciliation Adjusted EPS (earnings per share) is a non-GAAP measure that reflects diluted earnings per share-GAAP, excluding the impact of the special items described below. Management believes that adjusted EPS provides useful information concerning future profitability. However, adjusted EPS is not a measure of financial performance under GAAP. Accordingly, adjusted EPS should not be considered an alternative to GAAP earnings per share. The table below provides a reconciliation between diluted earnings (loss) per share and adjusted EPS. 2025 is through March 31, 2025. See the tables above for further detail associated with 2025 performance. YTD 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Diluted earnings per share (EPS)-GAAP $5.15 $6.07 $6.45 $15.73 $13.12 $15.11 $12.20 $19.04 $29.65 $35.28 $38.69 $7.91 EPS adjustments (after-tax): Merger related costs (1) 0.06 (0.17) -- 0.36 0.32 0.01 -- 0.03 -- -- -- -- Merger related intangible asset amortization (2) 1.10 1.15 1.12 1.15 1.76 2.48 2.22 1.98 1.79 2.33 2.14 0.52 Impact on depreciation related to acquired fleet and property and equipment (3) (0.03) (0.02) -- 0.05 0.19 0.39 0.08 0.16 0.56 1.65 1.53 0.29 Impact of the fair value mark-up of acquired fleet (4) 0.21 0.19 0.25 0.59 0.59 0.72 0.51 0.38 0.29 1.17 0.71 0.13 Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (5) (0.03) (0.02) (0.01) -- -- -- -- -- -- -- -- -- Restructuring charge (6) (0.01) 0.04 0.11 0.36 0.28 0.18 0.18 0.02 -- 0.31 0.04 0.01 Asset impairment charge (7) -- -- 0.03 0.01 -- 0.05 0.37 0.14 0.03 -- 0.05 -- Debt related losses (8) 0.46 0.78 0.70 0.39 -- 0.58 1.88 0.31 0.18 -- 0.01 -- Total EPS adjustments $1.76 $1.95 $2.20 $2.91 $3.14 $4.41 $5.24 $3.02 $2.85 $5.46 $4.48 $0.95 Adjusted EPS $6.91 $8.02 $8.65 $18.64 $16.26 $19.52 $17.44 $22.06 $32.50 $40.74 $43.17 $8.86 2017 Tax Act impact (9) $8.05 Total revenues ($M) (10) $5,685 $5,817 $5,762 $6,641 $8,047 $9,351 $8,530 $9,716 $11,642 $14,332 $15,345 $3,719
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51I Historical Adjusted Earnings Per Share GAAP Reconciliation (cont’d) (1) 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 that significantly impacted our operations (the "major acquisitions," each of which had annual revenues of over $200 million prior to acquisition). (2) Reflects the amortization of the intangible assets acquired in the major acquisitions. (3) 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) 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 and subsequently sold. (5) Reflects a reduction of interest expense associated with the fair value mark-up of debt acquired in the RSC acquisition. (6) Primarily reflects severance and branch closure charges associated with our restructuring programs. We only include such costs that are part of a restructuring program as restructuring charges. The designated restructuring programs generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition, and result in significant costs that we would not normally incur absent a major acquisition or other triggering event that results in the initiation of a restructuring program. Since the first such restructuring program was initiated in 2008, we have completed seven restructuring programs and have incurred total restructuring charges of $384 million. We currently have no open restructuring programs. (7) Primarily reflects write-offs of leasehold improvements and other fixed assets. (8) This primarily reflects the difference between the net carrying amount and the total purchase price of the redeemed notes. (9) The Tax Cuts and Jobs Act (the “Tax Act”), which was enacted in December 2017, reduced the U.S. federal corporate statutory tax rate from 35% to 21%. The benefit in 2017 reflects an aggregate benefit of $689 million, or $8.05 per diluted share, reflecting 1) a one-time non-cash tax benefit reflecting the revaluation of our net deferred tax liability using a U.S. federal corporate statutory tax rate of 21% and 2) a one-time transition tax on our unremitted foreign earnings and profits. Periods subsequent to 2017 reflect the lower 21% U. S. federal corporate statutory tax rate. (10)Total revenue is provided for context.
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52I Historical EBITDA and Adjusted EBITDA GAAP Reconciliations ($M) EBITDA represents the sum of net income, 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 the adjusting items (determined at the time of the historic reporting) discussed below. 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 understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced. The tables below provide 1) a reconciliation between net income and EBITDA and adjusted EBITDA and 2) a reconciliation between net cash provided by operating activities and EBITDA and adjusted EBITDA. 2025 is through March 31, 2025. See the tables above for further detail associated with 2025 performance. YTD 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Net income $75 $387 $540 $585 $566 $1,346 $1,096 $1,174 $890 $1,386 $2,105 $2,424 $2,575 $518 Provision (benefit) for income taxes 13 218 310 378 343 (298) 380 340 249 460 697 787 813 170 Interest expense, net 512 475 555 567 511 464 481 648 669 424 445 635 691 184 Interest expense-subordinated convertible debentures, net (1) 4 3 -- -- -- -- -- -- -- -- -- -- -- -- Depreciation of rental equipment 699 852 921 976 990 1,124 1,363 1,631 1,601 1,611 1,853 2,350 2,466 637 Non-rental depreciation and amortization 198 246 273 268 255 259 308 407 387 372 364 431 437 114 EBITDA 1,501 2,181 2,599 2,774 2,665 2,895 3,628 4,200 3,796 4,253 5,464 6,627 6,982 1,623 Merger related costs (2) 111 9 11 (26) -- 50 36 1 -- 3 -- -- -- -- Restructuring charge (3) 99 12 (1) 6 14 50 31 18 17 2 -- 28 3 1 Impact of the fair value mark-up of acquired fleet (4) 37 44 35 29 35 82 66 75 49 37 27 108 63 11 (Gain) loss on sale of software subsidiary (5) (8) 1 -- -- -- -- -- -- -- -- -- -- -- -- Stock compensation expense, net (6) 32 46 74 49 45 87 102 61 70 119 127 94 112 36 Adjusted EBITDA $1,772 $2,293 $2,718 $2,832 $2,759 $3,164 $3,863 $4,355 $3,932 $4,414 $5,618 $6,857 $7,160 $1,671 Net income margin 1.8% 7.8% 9.5% 10.1% 9.8% 20.3% 13.6% 12.6% 10.4% 14.3% 18.1% 16.9% 16.8% 13.9% Adjusted EBITDA margin 43.0% 46.3% 47.8% 48.7% 47.9% 47.6% 48.0% 46.6% 46.1% 45.4% 48.3% 47.8% 46.7% 44.9%
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53I Historical EBITDA and Adjusted EBITDA GAAP Reconciliations ($M) (cont’d) YTD 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Net cash provided by operating activities $721 $1,551 $1,801 $1,987 $1,941 $2,209 $2,853 $3,024 $2,658 $3,689 $4,433 $4,704 $4,546 $1,425 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 (23) (21) (17) (10) (9) (9) (12) (15) (14) (13) (13) (14) (15) (4) Gain on sales of rental equipment 125 176 229 227 204 220 278 313 332 431 566 786 710 167 Gain on sales of non-rental equipment 2 6 11 8 4 4 6 6 8 10 9 21 17 4 Insurance proceeds on damaged equipment (7) -- -- -- 8 12 21 22 24 40 25 32 38 51 11 Gain (loss) on sale of software subsidiary (5) 8 (1) -- -- -- -- -- -- -- -- -- -- -- -- Merger related costs (2) (111) (9) (11) 26 -- (50) (36) (1) -- (3) -- -- -- -- Restructuring charge (3) (99) (12) 1 (6) (14) (50) (31) (18) (17) (2) -- (28) (3) (1) Stock compensation expense, net (6) (32) (46) (74) (49) (45) (87) (102) (61) (70) (119) (127) (94) (112) (36) Debt related losses (72) (1) (80) (123) (101) (54) -- (61) (183) (30) (17) -- (1) (13) Loss on retirement of subordinated convertible debentures (1) -- (2) -- -- -- -- -- -- -- -- -- -- -- -- Excess tax benefits from share-based payment arrangements (8) -- -- -- 5 58 -- -- -- -- -- -- -- -- -- Changes in assets and liabilities 571 31 182 194 101 129 124 170 241 (328) (151) 107 121 (194) Cash paid for interest, including subordinated convertible debentures (1) 371 461 457 447 415 357 455 581 483 391 406 614 674 222 Cash paid for income taxes, net 40 48 100 60 99 205 71 238 318 202 326 493 994 42 EBITDA 1,501 2,181 2,599 2,774 2,665 2,895 3,628 4,200 3,796 4,253 5,464 6,627 6,982 1,623 Add back: Merger related costs (2) 111 9 11 (26) -- 50 36 1 -- 3 -- -- -- -- Restructuring charge (3) 99 12 (1) 6 14 50 31 18 17 2 -- 28 3 1 Stock compensation expense, net (6) 32 46 74 49 45 87 102 61 70 119 127 94 112 36 Impact of the fair value mark-up of acquired fleet (4) 37 44 35 29 35 82 66 75 49 37 27 108 63 11 (Gain) loss on sale of software subsidiary (5) (8) 1 -- -- -- -- -- -- -- -- -- -- -- -- Adjusted EBITDA $1,772 $2,293 $2,718 $2,832 $2,759 $3,164 $3,863 $4,355 $3,932 $4,414 $5,618 $6,857 $7,160 $1,671
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54I Historical EBITDA and Adjusted EBITDA GAAP Reconciliations ($M) (cont’d) (1) In 2013, we retired all outstanding subordinated convertible debentures. (2) 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 the major acquisitions that significantly impacted our operations (the "major acquisitions," each of which had annual revenues of over $200 million prior to acquisition). (3) Primarily reflects severance and branch closure charges associated with our restructuring programs. We only include such costs that are part of a restructuring program as restructuring charges. The designated restructuring programs generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition, and result in significant costs that we would not normally incur absent a major acquisition or other triggering event that results in the initiation of a restructuring program. Since the first such restructuring program was initiated in 2008, we have completed seven restructuring programs and have incurred total restructuring charges of $384 million. We currently have no open restructuring programs. (4) Reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in certain major acquisitions and subsequently sold. (5) Reflects a gain recognized upon the sale of a former subsidiary that developed and marketed software. (6) Represents non-cash, share-based payments associated with the granting of equity instruments. (7) In 2018, we adopted accounting guidance that addressed the cash flow presentation for proceeds from the settlement of insurance claims. Adoption of this guidance decreased net cash provided by operating activities, relative to previously reported amounts, but did not change EBITDA or adjusted EBITDA for 2017, 2016 and 2015 in the table above. The information required to determine the amount of insurance proceeds for periods prior to 2015 is unavailable without unreasonable effort. The insurance proceeds do not impact EBITDA or adjusted EBITDA. (8) The excess tax benefits from share-based payment arrangements result from stock-based compensation windfall deductions in excess of the amounts reported for financial reporting purposes. We adopted accounting guidance in 2017 that changed the cash flow presentation of excess tax benefits from share-based payment arrangements. In the table above, the excess tax benefits from share-based payment arrangements for periods after 2016 are presented as a component of net cash provided by operating activities, while, for 2015 and 2016, they are presented as a separate line item.
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55I Historical Free Cash Flow GAAP Reconciliation ($M) We define “free cash flow” as net cash provided by operating activities less payments for 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 items 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. 2025 is through March 31, 2025. See the tables above for further detail associated with 2025 performance. YTD 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Net cash provided by operating activities $1,801 $1,987 $1,941 $2,209 $2,853 $3,024 $2,658 $3,689 $4,433 $4,704 $4,546 $1,425 Payments for purchases of rental equipment (1,701) (1,534) (1,246) (1,769) (2,106) (2,132) (961) (2,998) (3,436) (3,714) (3,753) (661) Payments for purchases of non-rental equipment and intangible assets (120) (102) (93) (120) (185) (218) (197) (200) (254) (356) (374) (84) Proceeds from sales of rental equipment 544 538 496 550 664 831 858 968 965 1,574 1,521 377 Proceeds from sales of non-rental equipment 33 17 14 16 23 37 42 30 24 60 67 14 Insurance proceeds from damaged equipment (1) -- 8 12 21 22 24 40 25 32 38 51 11 Excess tax benefits from share-based payment arrangements (2) -- 5 58 -- -- -- -- -- -- -- -- -- Free cash flow $557 $919 $1,182 $907 $1,271 $1,566 $2,440 $1,514 $1,764 $2,306 $2,058 $1,082 Merger and restructuring related payments included in free cash flow 17 5 13 76 63 26 14 13 4 8 7 1 Free cash flow excluding merger and restructuring related payments $574 $924 $1,195 $983 $1,334 $1,592 $2,454 $1,527 $1,768 $2,314 $2,065 $1,083 Net cash provided by operating activities margin(3) 31.7% 34.2% 33.7% 33.3% 35.5% 32.3% 31.2% 38.0% 38.1% 32.8% 29.6% 38.3% Free cash flow margin(4) 10.1% 15.9% 20.7% 14.8% 16.6% 17.0% 28.8% 15.7% 15.2% 16.1% 13.5% 29.1% (1) In 2018, we adopted accounting guidance that addressed the cash flow presentation for proceeds from the settlement of insuran ce claims. Adoption of this guidance decreased net cash provided by operating activities, relative to previously reported amount s, but did not change free cash flow, for 2017, 2016 and 2015 in the table above. The information required to determine the amount of insura nce proceeds for 2014 is unavailable without unreasonable effort. The adoption of this accounting guidance did not impact free ca sh flow, as the reduction to net cash provided by operating activities was offset by the increase in insurance proceeds from damaged equi pment. (2) The excess tax benefits from share-based payment arrangements result from stock -based compensation windfall deductions in excess of the amounts reported for financial reporting purposes. We adopted accounting guidance in 2017 that changed the cash flow presentation of excess tax benefits from share -based payment arrangements. In the table above, the excess tax benefits from shar e-based payment arrangements for periods after 2016 are presented as a component of net cash provided by operating activities, while, for 2016 and prior, they are presented as a separate line item. Because we historically included the excess tax benefits from share based payment arrangements in the free cash flow calculation, the adoption of this guidance did not change the calculatio n of free cash flow. (3) Net cash provided by operating activities margin represents net cash provided by operating activities, excluding merger and r estructuring payments, divided by total revenue. (4) Free cash flow margin represents free cash flow, excluding merger and restructuring payments, divided by total revenue.