#1JLG United Rentals JLG LIFT Fourth Quarter - Full Year 2020 Investor Presentation Managing Key Value Drivers to Maximize Full Cycle Returns ◆ United Rentals United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902.2021 United Rentals, Inc. All rights reserved. United Rentals 800S 10242440 ✪ → fin#2Introductory Information Unless otherwise specified, the information in this presentation, including forward-looking statements, is as of our most recent earnings call held on January 28, 2021. 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," "anticipate" or "target," or the negative thereof or comparable terminology, or by discussions of vision, strategy or outlook. 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 cyclical nature of our business, which is highly sensitive to North American construction and industrial activities; if construction or industrial activity decline, our revenues and, because many of our costs are fixed, our profitability may be adversely affected; (2) uncertainty regarding the length of time it will take for the coronavirus (COVID-19) pandemic to subside, including the time it will take for vaccines to be broadly distributed and accepted in the United States and the rest of the world, and the effectiveness of such vaccines in slowing or stopping the spread of COVID-19 and mitigating the economic effects of the pandemic; (3) the impact of the COVID-19 pandemic on global economic conditions, including the impact of the various measures that have been implemented to protect public health, many of which have reduced demand for equipment rentals; (4) the impact of global economic conditions (including potential trade wars) and public health crises and epidemics, such as COVID-19, on us, our customers and our suppliers, in the United States and the rest of the world; (5) rates we charge and time utilization we achieve being less than anticipated (including as a result of COVID-19); (6) excess fleet in the equipment rental industry, including as a result of reduced demand for fleet due to the impacts of COVID-19 on our customers; (7) inability to benefit from government spending, including spending associated with infrastructure projects; (8) trends in oil and natural gas could adversely affect the demand for our services and products; (9) competition from existing and new competitors; (10) our significant indebtedness, which requires us to use a substantial portion of our cash flow for debt service and can constrain our flexibility in responding to unanticipated or adverse business conditions; (11) the inability to refinance our indebtedness on terms that are favorable to us (including as a result of volatility and uncertainty in capital markets due to COVID-19), or at all; (12) the incurrence of additional debt, which could exacerbate the risks associated with our current level of indebtedness; (13) 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; (14) restrictive covenants and amount of borrowings permitted in our debt instruments, which can limit our financial and operational flexibility; (15) inability to access the capital that our businesses or growth plans may require (including as a result of uncertainty in capital or other financial markets due to COVID-19); (16) the possibility that companies that we have acquired or may acquire could have undiscovered liabilities or involve other unexpected costs, may strain our management capabilities or may be difficult to integrate; (17) the incurrence of impairment charges; (18) fluctuations in the price of our common stock and inability to complete stock repurchases in the time frame and/or on the terms anticipated (for example, due to COVID-19); (19) 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; (20) inability to manage credit risk adequately or to collect on contracts with a large number of customers; (21) turnover in our management team and inability to attract and retain key personnel, as well as loss, absenteeism or the inability of employees to work or perform key functions in light of public health crises or epidemics (including COVID-19); (22) costs we incur being more than anticipated and the inability to realize expected savings in the amounts or time frames planned; (23) our dependence on key suppliers to obtain equipment and other supplies for our business on acceptable terms; (24) increases in our maintenance and replacement costs 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 data protection laws and other significant disruptions in our information technology systems; (27) risks related to climate change and climate change regulation; (28) 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; (29) shortfalls in our insurance coverage; (30) increases in our loss reserves to address business operations or other claims and any claims that exceed our established levels of reserves; (31) incurrence of additional expenses (including indemnification obligations) and other costs in connection with litigation, regulatory and investigatory matters; (32) the costs of complying with environmental, safety and foreign laws and regulations, as well as other risks associated with non-U.S. operations, including currency exchange risk (including as a result of Brexit), and tariffs; (33) the outcome or other potential consequences of regulatory matters and commercial litigation; (34) labor disputes, work stoppages or other labor difficulties, which may impact our productivity, and potential enactment of new legislation or other changes in law affecting our labor relations or operations generally; and (35) the effect of changes in tax law. For a more complete description of these and other possible risks and uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2020, 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. 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. 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. United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 2#3United Rentals® United Rentals 800-UR-RENTS Contents 1. Introduction 2. End-Market Overview 3. Company Overview 4. Summary of Key Financial Datal 5. Appendix United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 3#41 Introduction United Rentals WARNING United Rentals United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902.2021 United Rentals, Inc. All rights reserved. ✪ o fin#5KAS 512 6-2386 United Rentals GEHL Maximizing value creation across the cycle by balancing growth, margins and free cash flow to drive returns JLG Aggressive management of key value drivers within our control LOA LO 5#6Company overview Other 77% United Rentals 13% Sunbelt 7% HRI 3% #1 Market Share • (1) 2020 total revenue $8.53 billion (-8.8% Y/Y) • 2020 adjusted EBITDA (2) $3.93 billion (-9.7 Y/Y; 46.1% margin) 1,154 locations across North America(³) . • . 1,018 branches in the U.S.; locations in 49 of 50 states 136 branches in Canada; locations in all 10 provinces • 11 European branches in France, Germany, the United Kingdom and the Netherlands $13.8B of fleet comprised of 615,000 units (4) Highly diversified product and end-market mix Team of approximately 18,250 employees (5) United Rentals is the North American equipment rental leader (1) North American market share is based on 2019 rental revenues and ARA industry estimates. Will be updated following 4Q2020 earnings season. (2) Adjusted EBITDA is a non-GAAP measure. See the tables provided elsewhere in this presentation for reconciliations to the most comparable GAAP measures. (3) As of December 31, 2020. Excludes 11 European branches in France, Germany, the United Kingdom and the Netherlands. Total branch count 1,165. (4) As of December 31, 2020. Average fleet age 54.5 months. (5) As of December 31, 2020. United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 6#7Our customers and the benefits of renting vs. owning Residential construction Customer Mix* Why Customers Rent Instead of Buy Multi-Family 5% • Control expenses and inventory Industrial • The right equipment for any job & Other • 24/7 customer care / support • Downstream • Chemical • Oil & gas No need for maintenance Save on storage/warehousing 46% . Verticals Non-residential 49% • construction . Private non-res • Public non-res Infrastructure Construction & MRO Power Utilities Manufacturing Food & beverage Pulp & paper • Reliability reduce downtime Save on disposable costs • • Biotech & Pharma Equipment tracking Disaster response Conserve capital • . Metals & Mining Entertainment • Manage risk Despite diverse needs, customers derive many benefits from renting *Note: Based on 2020 rental revenue. United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 7#8Branch locations NT YT BC Canada MT OR ID W NV UT SK MMB NM 0 SD NE MN ed States Hudson Bay ON Gulf of Mexico Mexico QC North American branch count 1,154(1) • General Rentals: 801 locations Specialty: 353 locations (2) Largest U.S. states by number of locations (1) • Texas: 151 California: 113 Florida: 64 • Louisiana: 47 Georgia: 42 Largest and broadest footprint in North America (1) As of December 31, 2020, 1,154 locations in North America and 11 in Europe, for total branch count of 1,165. (2) Specialty includes Tools and Reliable Onsite Services locations that are part of our General Rentals reporting segment. Total branch count of 364, including 11 European locations. United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 8#9Diverse end-market exposure Residential Construction Food Processing Mining Airports Solar Hospitals Commercial Construction Government Facilites Distribution Centers T Power Generation Emergency Response Bridges & Highways Industrial Manufacturing Shipping Upstream Wind Oil & Gas Oil & Gas Transmission ECS Sports & Entertainment Downstream Oil & Gas Utilities Colleges Shopping Data Centers Power Transmission 2020 Revenue by Vertical *Note: Based on 2020 rental revenue. Broad customer base helps reduce full-cycle volatility United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. Infrastructure ■Non-Res Construction ■Residential ■ Downstream O&G ■ Midstream O&G ■Upstream O&G Chemical Processing ■Consumer-related ■Industrial Manufacturing ■Metals & Minerals ■ Power Pulp, Paper & Wood ■ All Other 9#10A decade of continued financial improvement... Total Revenue Adjusted EBITDA (1) Adjusted EPS (1) $9,000M $8,000M $7,000M $6,000M $0 2010 $5,000M $4,000M $3,000M $2,000M $1,000M .il $4,500M CAGR $4,000M 14.3% $3,500M CAGR 19.0% $3,000M $2,500M $2,000M $1,500M $1,000M $500M $0 2015 2020 2010 Strong revenue growth Trailing 5-year CAGR: +8.0% Trailing 10-year CAGR: +14.3% Improved diversification • Notes: Increased industrial exposure Increased non-cyclical specialty exposure $20 $18 $16 CAGR 48.7% $14 551 A $12 $10 $8 $6 86 $4 $2 $0 2015 2020 2010 Powerful EBITDA growth Trailing 5-year CAGR: +6.8% Trailing 10-year CAGR: +19.0% Sharply higher margins Adj. EBITDA margins up ~1,300 bps vs. 2008 (2) Adj. EBITDA margins up ~2,000 bps vs 2009 (3) 2015 2020 Meaningful EPS growth Trailing 5-year CAGR: +16.8% vs. +2.9% for the S&P 500 over the same period Trailing 10-year CAGR: +48.7% vs. +4.4% for the S&P 500 over the same period Ongoing transformation of the company's financial performance (1) Adjusted EBITDA and Adjusted EPS are non-GAAP measures. Adjusted EBITDA margin represents adjusted EBITDA divided by total revenue. See the tables provided elsewhere in this presentation for reconciliations to the most comparable GAAP measures. (2) Reflects change/ improvement since peak of the last cycle relative to 2020. (3) Reflects change/ improvement since trough of the last cycle relative to 2020. United Rentals 9 United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 10#11...that has ultimately been reflected in free cash flow 2011-2020 Average Free Cash Flow Conversion: 124% (2) Free Cash Flow ($M) $2,600 $2,400 $2,200 Average FCF as % of $2,000 EBITDA (1): 30.8% $1,800 $1,600 $1,400 $1,200 Average FCF as % of $1,000 EBITDA (1): 20.4% $800 $600 $400 $200 $0 ($200) 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Durable Free Cash Flow generated throughout the cycle (1) Free Cash Flow (FCF) and EBITDA are non-GAAP financial measures. See the Appendix for reconciliations to the most comparable GAAP measures for 2008-2020. Reflects average annual free cash flow, excluding the impact of merger and restructuring payments, relative to reported net income with 2017 net income adjusted to exclude tax reform benefits. (2) United Rentals 8 United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 11#12Driving and extending our competitive advantages Company transformed to be considerably more profitable and efficient Operations, technology and culture differentiate us, and make us far more agile Diversified end-market exposure across customers, verticals and geographies. Strong balance sheet and robust cash generation with disciplined approach to smart capital allocation provide powerful optionality Focused on balancing growth, margins, returns and FCF to maximize long-term value creation for our shareholders $ Leverage powerful cash flow; deliver industry leading returns 1 Maximize revenue potential with current & new customers Leverage growth through efficiency and productivity initiatives Operating model supports self-reinforcing growth, margins, returns and cash generation United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 12#13NI 2 End-market overview United Rentals United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902.2021 United Rentals, Inc. All rights reserved. → → fin#14U.S. equipment rental industry overview Combined U.S. General Rental and Construction & Industrial Equipment Rental Market Size ($bn) $55B $50B 22-year CAGR 5.6% 10-year CAGR 6.5% $45B $40B $35B $30B $25B $20B $15B $10B $5B $OB 2014 2015 2016 2017 2018 2019 The U.S. equipment rental market has outgrown its underlying market by over 50% in the last 20 years 400% 300% 200% 100% 0% Indexed Growth: US Equipment Rental Market ......... Indexed Growth: Total US Construction Spending 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Largest players capturing a growing share of the U.S. equipment rental market Top 10 U.S. Rental Companies as % of Total Industry Revenues 45% 40% 36% 35% 32% 30% 30% 26% 27% 27% 25% 22% 23% 24% 20% 20% 15% 10% 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Equipment rental value proposition continues to drive secular penetration Sources: Company reports, ARA, RER, and U.S. Census Bureau (based on most current data available as of January 2021). United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 14#15$6,000 $5,500 $5,000 $4,500 $4,000 $3,500 $3,000 $2,500 1964 Real total U.S. construction spending per capita Real total U.S. construction spend per capita -----10-year avg 20-year avg 30-year avg -40-year avg 1965 1966 1967 1968 1969 1970 1971 1972 1973 1974 1975 1976 1977 1978 1979 United Rentals | Sources: U.S. Census Bureau (based on most current data available as of January 2021). 1980 N 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 U.S. construction investment remains below long-term average United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 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 15#163 Company overview 5595 United Rentals 1-800-UR-RENTS DEW THE RIGHT TOOLS, RIGHT NOW. Power up your productivity with an on-site Mobile Tool Room. UnitedRentals.com 800.URRENTS United O'Rentals 7001 SOLUTIONS LL United Rentals United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902.2021 United Rentals, Inc. All rights reserved. USDOT 899748 → → fin#17Core Values Provide the Foundation of Our Culture A Passion for People Build a diverse workplace that challenges all employees to grow professionally and embrace teamwork. Visible Leadership Lead by example in every business decision and action, with a sense of humility and responsibility. Customer-Driven Support the best interests of our customers and develop better ways for them to succeed at their jobs. Safety First Act, and require others to act, in a manner that puts the safety of our employees, customers and communities first. Sustainability Engage in practices that lead to positive change by encouraging social accountability and environmental responsibility. United®Ⓡ Rentals Absolute Integrity Always do the right thing, honor commitments and ensure appropriate corporate governance. Continuous Innovation Contribute to a culture of innovative thinking that empowers employees to improve quality, efficiency and customer service. Community-Minded Be an outstanding corporate citizen and a good neighbor in every sense by being helpful, respectful, law-abiding and friendly. Building a better future is our commitment to the people and communities we serve United Rentals 8 United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 17 For additional details please see our 2019 Corporate Responsibility Report that can be found at www.ur.com.#18Strategic evolution over 20+ years 1997-2008 Become a market leader URI 1997: Founded / IPO United Rentals, Inc. 1998-2001: Becomes the largest equipment rental company in North America through 250 acquisitions. ☑2002-2008: Strong organic 2009-2013 Optimize scale, diversify, and drive profitable growth United Rentals 2009: Increased focus on customer service and improving returns through. financial and operating discipline 2009-2011: Introduction of Operation United; focused on process improvements to streamline branch operations & logistics RSC 2012-2013: Acquisition and integration of RSC powerful up cycle Equipment Rental 2014-present Building on and transforming the Core Rentals NEFF BlueLine Rental BAKER.DEP United Academy' O CAMBIUM Continued build-up of GenRent platform Increased focus on Specialty business to increase returns and reduce volatility through cross-selling Development of services businesses and solutions to increase customer relevance and competitive differentiation Launch of digital capabilities to better serve customers and support internal efficiency United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 18#19Long-term growth and margin opportunities Revenue Related 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 Cost and Margin Related 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. Optimizing growth and margins to maximize long-term value creation United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 19#20Competitive positioning aided by structural advantages ㅈㄱ Size, Breadth and Diversity of Fleet Benefits of Scale, Investments in Technology Scope & Diversification Strong Balance Sheet + Cash Flow Strong Culture Focused on Customers & Shareholders Proven Management Team Focus on driving and extending our leadership position United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 20#21Online digital strategy and results: 2020 Increase Demand Through Digital Marketplace + Enhance the Customer Experience + Extend Service offerings. United Rentals Equipment Branches Solutions Services Company Your Job Starts Here Q Search equipment, solutions Popular Equipment Types CB Enter a location (required) My Equipment My Branches United Rentals United Rentals erate 400W v United Academy Scan this code to view training records ID: 1559779 UAC: 7gBM9H BARRY DRISCOLL • Generate awareness and interest North Kansas City, M Chat Now My Account VVLYM • • Acquire new customers • • Capture demand through online digital transactions UR.com revenue increase of -20% YOY or L 30-33 Create or Prote Access real-time account and equipment GPS information Desktop access through Total Control® and mobile access through the United Rentals Mobile app Customers who represent over half of revenue engaged digitally in Q4 2020 • unitedacademy.ur.com Conduct Safety training through United Academy (UA) Service owned fleet with Customer Equipment Services (CES) Either UA or CES are used by customers who represent ~65% of revenue United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 21#22Enhance Customer Experience: Digital Tools Feature Highlights Rental Fleet Management platform which enables: • Open and close rental contracts · View invoices and pay bills. Total Control® . Locate GPS enabled equipment Customize alerts to proactively manage utilization · Customize reports and KPIs On the go functionality: View equipment catalogue and pricing. United Rentals • View upcoming deliveries. GENERATOR 250-209 KVA Mobile App • View current contracts, extend rentals, or call off rent . Locate GPS enabled equipment and view utilization · Easily locate branches and contact information Digital tools provide 24x7 account access wherever customers work United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 22#23Telematics & FAST Telematics & Related Technologies ■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 Field Automation Systems & Technologies (FAST) ■ 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 United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 23#24Investing in Specialty services O United Rentals O THE RIGHT TOOLS A NO 0% 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 shut downs, 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, municipal and agri- business customers Tool Solutions Tool trailers stocked with hoisting, torqueing, pipe fitting, and air tools Used during refinery and other industrial shutdowns, and also at large construction sites Onsite Services • Plastic port-a-potties, luxury restroom trailers, sinks, and showers Core rental item used across all types of special events, construction sites, and industrial projects Aggressive growth in Specialty improves returns with reduced volatility United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 24#25Specialty provides strong growth opportunities millions $2,500 2012-2020 CAGR: 27.6% (1) $2,000 $1,500 $1,000 $471 $500 $297 $1,254 $1,021 $931 $823 $1,719 $2,168 $2,090 $0 2012 2013 2014 2015 2016 2017 2018 2019 2020 Specialty as % of Total Rev: 7.2% 9.5% 14.5% 16.0% 17.7% 18.9% 21.4% 23.2% 24.5% Specialty represented 24.5% of total revenue in 2020 at almost $2.1 billion (1) Tool Solutions was added in 2013 and Fluid Solutions was added in April 2014. Note: Data includes 1) Fluid Solutions, Trench Safety and Power & HVAC and 2) Reliable Onsite Services and Tools revenues, which are included in our General Rentals reporting segment. United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 25#26Long-term capital allocation strategy Manage Leverage Target leverage range over • the cycle of 2.0x-3.0x. • Net leverage (1,2); 2.4x • . Total liquidity (2): $3.073 billion Next long-term note maturity: 2026 ⚫ Credit ratings (3): · S&P BB Stable • Moody's: Ba2 / Positive Invest in Growth Organic • Continued organic investments to support growth and boost productivity. Opened 15 specialty branches in 2020. Targeting 30 openings in 2021, consistent with 2018 and 2019 levels. • • M&A Balance sheet strategy creates flexibility to pursue strategic assets as opportunities arise. Acquisition of National Pump in 2014 and BakerCorp in 2018 expanded specialty. Acquisitions of NES and Neff in 2017 and BlueLine in 2018 to support our 'grow the core' strategy. • Return Excess Cash to Investors $500 million repurchase program commenced in the first quarter of 2020. $257 million purchased through March 18, 2020, when the program was paused due to COVID-19, while the company focuses its use of free cash flow to reduce net debt levels. Since 2012, United Rentals has returned $4.0 billion to shareholders via share repurchases, representing 37% of total issued shares. Disciplined, prudent, efficient, and opportunistic approach to capital allocation Leverage ratio calculated as net debt, divided by adjusted EBITDA. Net debt calculated as the balance sheet value of debt less cash and cash equivalents. (1) (2) As of December 31, 2020. (3) As of January 25, 2021. United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 26#27M&A strategy: Disciplined and opportunistic Strategic Proactively supports growth in attractive markets • Difficult to replicate organically Financial • Invest capital at attractive returns over cycle • • Revenue growth Cultural Safety Talent Ethics and integrity • • Access to new customers Margin opportunities • Manage leverage . Management philosophy . • Enhance cross-selling Internal Rate of Return • Customer focus • Best practice adoption • ROIC . Geographic coverage Community • Volatility . Diversification Proven integration capabilities are a key advantage in realizing greater value from M&A United Rentals 8 United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 27#28Record of value creation through M&A • • RSC (2012) Size: $4.2B transaction value (cash and stock) Type: 'Grow-the- core' gen rent acquisition Rationale: Positions URI as leader in North American rental industry Value: Targeted $200M cost savings from branch consolidation and overhead rationalization Exceeded initial cost savings • • National Pump (2014) Size: $780M transaction value (cash) Type: Specialty adjacency in the pump rental sector Rationale: Expand offerings in higher margin / return assets Value: Delivered on growth thesis by capitalizing on cross-selling opportunity • Secured foothold in energy-related end markets estimates - . Strongly Raised target to $230M - $250M diversified into core construction and industrial • NES (2017) Size: $965M transaction value (cash) Type: 'Grow-the- core' gen rent acquisition Rationale: Strengthened aerial capabilities and added two-way cross-selling opportunities Value: Targeted $40M cost savings and $35M of revenue cross-sell opportunity . • Neff Rentals (2017) Size: $1.3B transaction value (cash) Type: 'Grow-the- core' gen rent acquisition Rationale: Introduced new dirt capabilities and expertise in infrastructure; provided two-way cross-selling opportunities Value: Targeted $35M cost savings and $15M of revenue cross-sell opportunity • BakerCorp (2018) Size: $720M transaction value (cash) Type: Specialty adjacency in the fluid control sector Rationale: Expand offerings in higher return and lower volatility assets Value: Targeted $19M cost savings and $60M of cross- sell revenue opportunity • • • BlueLine (2018) Size: $2.1B transaction value (cash) Type: 'Grow-the- core' gen rent acquisition Rationale: Bolstered URI's position as a leader in the North American rental industry while also adding to presence with local and mid- sized customer segment Value: Targeted $45M cost savings and $35M of cross- sell revenue opportunity With 20 years of execution experience for 275+ transactions, team has successfully integrated assets in different environments and across the spectrum from bolt-ons to transformational United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 28#29ESG Highlights: Environmental Our Impacts Along the Value Chain External impacts Internal impacts Energy Intensity (MWh/$M revenue) 194.4 United Kentals छी 200 177.5 180 173.1 162.3 160 Suppliers/Vendors Branches Transportation Customer Use 140 Strong relationships and procurement practices can positively influence impacts. Responsible business practices and robust management systems support industry-leading performance and efficiency. Our products and service offerings help improve impacts at the jobsite. 120 100 2016 2017 2018 2019 ✓ Health, safety and wellness Customer engagement Employment and engagement Inclusion and diversity Energy and emissions Materials and waste Water Data privacy and security Business continuity Community support Integration of LEAN practices to support Continuous Improvement across operations Energy: Energy management across entire branch network Emissions: Emissions management within both rental fleet and delivery trucks Transportation: New and efficient trucks, route and load optimization, telematics, etc. Technology: Customer-facing consumption management tools (i.e., Total Control) GHG Intensity (MT CO2e/$M revenue) 60 50.6 50 40 30 20 10 0 2016 51.0 2017 47.4 2018 42.4 2019 2030 Target: 30.8 MT CO2e/ $M revenue (based on a 35% reduction from 2018-base level) Helping build a better future for all stakeholders including the environment United Rentals For additional details please see our 2019 Corporate Responsibility Report that can be found at www.ur.com. 2020 information will be provided upon the release of our 2020 corporate responsibility report. United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 29#30ESG Highlights: Social & Employee Related 2019 Selected Highlights 62% increase in diverse supplier spending to 9% of overall spend in North America ✓ 137% increase in spending with minority-owned enterprises TRIR Rate (Safety Measurement) 1.00 0.83 0.77 0.79 0.78 0.80 0.60 0.40 0.20 ✓ Adopted a Human Rights Policy and Statement on Modern Slavery and Human Trafficking 0.00 2016 2017 2018 2019 ✓ Internal 1UR peer recognition program celebrated 16,000+ points of exceptional service Diverse employees in sales and management positions as % of total #1 provider of confined space training in the world with a focus on safety 29.1% ✓ 91% of branches were injury-free ✓ 0.78 Total Recordable Incident Rate (TRIR) ✓ Almost 717,000 hours of employee training 30% 28% 26.5% 26% 25.3% 24% 22% 2016 2017 26.8% 2018 2019 Almost $740,000 distributed to employees through the United Compassion Fund Total purchasing spend with diverse suppliers ($M) -As % of Total ✓ Approximately 1,800 veterans employed or -10% of total employee base $1,000 10.0% 7.5% Awarded the large employer Platinum Award by the HIRE Vets Award Program $500 5.0% ✓ Awarded the Diversity and Inclusion Excellence Award and ABC National Diversity Excellence Award by Associated Builders and Contractors of America $0 2.5% 2016 2017 2018 2019 Making a difference for our employees, their families, and our communities United Rentals 8 For additional details please see our 2019 Corporate Responsibility Report that can be found at www.ur.com. 2020 information will be provided upon the release of our 2020 corporate responsibility report. United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 30#31ESG Highlights: Corporate Governance Corporate Governance Highlights Board Independence Nine of 11 Directors are independent Lead Independent Director Required committees are fully independent Board Performance . Risk oversight • ESG oversight • Board of Directors Overview The strength of our Board is highlighted by our directors' collective skills and expertise, as illustrated by the following list of aggregate prioritized director competencies: Key Characteristic / Experience/Skill Set Public Company CEO 3 Number of Directors Possessing each Competency Other Board & Board Committee Practices Separate Chair and CEO Annual election of Directors No hedging or pledging of company shares Robust stock ownership guidelines Authority to retain outside advisors Director retirement age policy Diverse in gender, ethnicity, experience and perspectives CEO* 14% Time-Based RSUs • . Robust board evaluations Commitment to board refreshment and succession planning Management succession planning Shareholder Rights • • • • Proxy access Shareholder rights to call special meetings Shareholder right to act by written consent No poison pill No super-majority voting requirements Annual election of all Directors Majority voting for Director elections Executive Compensation Overview -13% Base Salary 17%- Time-Based RSUs 17% AICP Non-CEO NEO Average Metric: Annual Incentive Compensation Plan (AICP) Adjusted EBITDA 23% Weighting: 50% of AICP Base Salary Metric Focus: Profitability Metric: Economic Profit Improvement (EPI) Weighting: 50% of AICP Metric Focus: Returns 56% Performance- Based RSUs 87% Variable Pay 40% Performance- Based RSUE 77% Variable Pay * CEO chart above reflects full year of Mr. Flannery's compensation in effect as of December 31, 2019. -20% AICP Metric: Weighting: Metric Focus: Metric: Weighting: Metric Focus: Long-Term Incentive Plan (LTIP) Total Revenue 50% of LTIP Growth Return on Invested Capital (ROIC) 50% of LTIP Returns P&L Owner International Experience Financial Acumen & Capital Markets Experience Digital Sales & Marketing Product Development & Distribution Rental Industry Capital Intensive Industry 3 7 7 7 8 8 9 The strength of our Board is further illustrated by the diversity and other characteristics of our directors: Overall Diversity Ethnic Diversity 7 Gender Diversity Tenure ■Diverse⭑ Not Diverse Eth. Diverse Not Eth. Diverse Female Male 0-6 years 7-10 years >10 years * Diverse represents our female directors and ethnically diverse directors. Average Age 59 years Independence Independent Non-Independent Policies ensure alignment of interests between management and investors United Rentals® For additional details please see our 2020 Proxy Statement that can be found at www.ur.com. Updated information will be provided upon the release/filing of our 2021 Proxy Statement. United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 31#324 Summary of key financial data United AUST CANC SKAY 512-3 6-2386 United Rentals United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902.2021 United Rentals, Inc. All rights reserved. ✪ o fin#33Key financial results snapshot Total Revenue ($M) Adjusted EBITDA (1) ($M) 2020 5-Year CAGR: +8.0% 2020 5-Year CAGR: +6.8% Adjusted Earnings per Share (EPS) (1,2) 2020 5-Year CAGR: +16.8% $10,000 $5,000 $20 $9,000 $4,500 $8,000 $4,000 $15 $7,000 $3,500 $6,000 $3,000 $5,000 $2,500 $10 $4,000 $2,000 $3,000 $1,500 $5 $2,000 $1,000 $1,000 $500 الاس $0 $0 $0 (3) 2015 2016 2017 2018 2019 2020 2021F 2015 2016 2017 2018 2019 2020 2021F 2015 2016 2017 2018 2019 2020 Notes: (1) (2) Adjusted EBITDA and Adjusted EPS are non-GAAP measures. See the tables provided elsewhere in this presentation for reconciliations to the most comparable GAAP measures. 2017 EPS excludes a one-time benefit from the Tax Act of $8.05. 2018, 2019 and 2020 reflect a reduction in the U.S. federal corporate statutory rate from 35% to 21% as a result of the Tax Act. (3) 2021F reflects the mid-point of guidance. United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 33#34Structural changes are key to increased margins 60% 50% 40% Adjusted EBITDA Margin (1) (%) Adjusted EBITDA margin + ~1,300 bps above prior peak (3) 30% 20% 10% 0% (2) 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021F • · Key Drivers of Margin Gains Strong fixed-cost absorption. Cyclical leverage (e.g., SG&A as % of sales) M&A cost synergies (e.g., RSC, NES, Neff) Operational efficiency gains • Process improvements (e.g., LEAN, 5S, etc.) Technology (e.g., logistics, CORE, telematics) Improved mix . • Shift towards higher margin Specialty Improved segment/end-market mix ⚫ De-emphasis of low margin/return businesses. · Improved used equipment sales strategies. Notes: Dramatic cycle-over-cycle margin improvement (1) Adjusted EBITDA is a non-GAAP measure. Adjusted EBITDA margin represents adjusted EBITDA divided by total revenue. See the tables provided elsewhere in this presentation for reconciliations to the most comparable GAAP measures. (2) 2021F reflects the mid-point of guidance. Reflects change between 2008 and 2021F. (3) United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 34#35Consistent free cash flow generation Free Cash Flow($M)¹ - 10-Yr Average $2,500 $2,100 $1,700 $1,300 $900 -5-Yr Average $2,454 $1,750 $1,592 $1,334 $1,195 $924 $983 $500 $574 $421 $335 $367 $227 $100 $23 ($73) -$300 (3) 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021F ~ $7.6B of free cash flow generated over last 5 years" (2) Notes: (1) Free cash flow is a non-GAAP measure. See tables provided elsewhere in this presentation for reconciliations to the most comparable GAAP measure. Merger and restructuring related payments were first reported for 2012. The information required to determine the amount of merger and restructuring related payments for periods prior to 2012 is unavailable without unreasonable effort. Free cash flow for 2012 and subsequent periods above excludes merger and restructuring related payments. Reflects 5 year period from 2016 to 2020, excluding merger and restructuring related payments. (2) (3) 2021 F reflects the mid-point of guidance. United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 35#364Q Results Total Revenue Net Income Adjusted EBITDA* Net Rental Capital Expenditures Net Cash Provided by Operating Activities. (Full Year) Free Cash Flow* (Full Year) $2.279 billion (-7.2% Y/Y) $297 million (13.0% margin; -80 bps Y/Y) $1.037 billion (45.5% margin; -150 bps Y/Y) -$99 million, after gross purchases of $176 million $2.658 billion $2.454 billion* * 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. ** Excludes aggregate merger and restructuring related payments of $14 million. United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 36#372020 Results Total Revenue Net Income* Adjusted EBITDA** Net Rental Capital Expenditures Net Cash Provided by Operating Activities Free Cash Flow** $8.530 billion (-8.8% Y/Y) $890 million (10.4% margin; -220 bps Y/Y) $3.932 billion (46.1% margin; -50 bps Y/Y) $103 million, after gross purchases of $961 million $2.658 billion $2.454 billion*** Net income and net income margin for 2020 include the impact of an after-tax debt extinguishment loss of $137 million (as compared to an after-tax debt extinguishment loss of $45 million in 2019). 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. *** Excludes aggregate merger and restructuring related payments of $14 million. United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 37#382021 Financial Outlook Total Revenue Adjusted EBITDA* Net Rental Capital Expenditures Net Cash Provided by Operating Activities Free Cash Flow* $8.625 billion to $9.025 billion $3.925 billion to $4.125 billion $1.15 billion to $1.45 billion, after gross. purchases of $2.0 billion to $2.3 billion $2.95 billion to $3.45 billion $1.65 billion to $1.85 billion** *Adjusted EBITDA and Free Cash Flow are non-GAAP measures. See the table provided elsewhere in this presentation for a reconciliation of forecasted Free Cash Flow to the most comparable GAAP measure. Information reconciling forecasted adjusted EBITDA to the most comparable GAAP financial measures is unavailable to the company without unreasonable effort, as discussed in the "Introductory Information" slide. **Excludes aggregate merger and restructuring related payments. FCF outlook assumptions include 2021 cash taxes of $290M and cash interest of $390M. United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 38#39COVID-19 Update: URI Strategy & Developments Work stream Ensuring employee safety & wellbeing Leveraging competitive advantages to support customers Disciplined capital management Reducing core operating expenses Balance sheet management & liquidity Specific Actions Implementing COVID-19 safety measures including social distancing - Ensuring sufficient and adequate personal protection equipment (PPE) - Increased cleaning and disinfecting of facilities and equipment All U.S. and Canadian branches currently open - Modifications to policies and protocols to ensure customer safety - Leveraging digital technologies to manage all aspects of rental transaction - Leveraging flexibility with suppliers to prudently manage OEC levels - Disciplined used equipment sales underpinned by full-cycle returns - Fleet team focused on optimizing fleet for realized demand - Focus on prudent management of cash operating costs - Significant portion of cash operating costs are variable in nature - Actions taken in 2020 included overtime, insourcing, T&E, pro fees, etc. Current liquidity at $3.073* billion including $202 million of cash - 2021 free cash flow expected to be between $1.65 billion and $1.85 billion No long-term note maturities until 2026 * As of December 31, 2020. Focused on leveraging our flexibility to manage the current environment United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 39#40Fleet productivity: overview 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. Fleet Productivity provides better insight into the decisions made to optimize growth and returns United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 40#41Assumed YoY Impact of OEC Inflation on Rent Rev 1Q 2017 3.9% (1.5%) 2Q 2017 (3) 14.3% (1.5%) Fleet productivity: historical results (1) Actual YoY Change in Average OEC As Reported Historical Results Fleet Productivity (2) 1.4% * 0.7% (NES) Contribution from Ancillary and Re-Rent Reported YoY Change in Rental Revenue 0.6% 4.4% 0.1% 13.5% 3Q 2017 15.7% (1.5%) 1.7% 0.3% 16.2% 4Q 2017 (3) 27.5% (1.5%) 0.5% * (Neff) 0.3% 26.8% 1Q 2018 27.7% (1.5%) (0.8%) (0.3%) 25.1% 2Q 2018 16.2% (1.5%) 4.5% 0.1% 19.3% 3Q 2018 (3) 19.5% (1.5%) 2.3% * (BakerCorp) 0.8% 21.2% * 4Q 2018 (3) 18.8% (1.5%) 1.5% (BlueLine) 2.0% 20.8% 1Q 2019 23.7% (1.5%) (1.3%) 2.1% 23.0% 2Q 2019 23.2% (1.5%) (3.1%) 1.6% 20.2% 3Q 2019 18.1% (1.5%) (1.3%) 0.1% 15.4% 4Q 2019 7.6% (1.5%) (2.4%) 0.0% 3.7% 1Q 2020 2.2% (1.5%) (1.2%) (0.2%) (0.7%) 2Q 2020 (0.7%) (1.5%) (13.6%)(4) (0.4%) (16.2%) 3Q 2020 (4.6%) (1.5%) (8.0%) (4) 0.8% (13.3%) 4Q 2020 (5.6%) (1.5%) (3.8%)(4) 0.8% (10.1%) (1) Provided on an As Reported basis. (3) (2) Fleet Productivity reflects the combined impact of changes in rental rates, time utilization, and mix that contribute to Owned Equipment Rental revenue (OER). (4) Denotes quarter in which URI closed a material acquisition (NES = 2Q17; Neff = 4Q17; BakerCorp = 3Q18; BlueLine = 4Q18). The negative fleet productivity above includes the impact of COVID-19. United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 41#42Balance sheet strength has improved Leverage Ratio (1) 3.6x (2) 3.0x 3.0x (4) 2.9x 2.9x (3) 2.8x 2.7x 2012 2013 2014 2015 2016 2.6x 2.4x 2017 2018 2019 2020 2.0x - 3.0x targeted leverage range across the cycle (1) Leverage Ratio calculated as net debt divided by adjusted EBITDA. In 1Q20, the Company updated its definition of net debt to reflect the balance sheet value of debt less cash and cash equivalents in an effort to simplify the leverage ratio calculation. Previously net debt excluded premiums, discounts and deferred financing costs. 2018 is the only year for which the change in definition resulted in a change in the leverage ratio (3.1x under the prior definition); all other years presented were not impacted. (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 Blue Line without full-year benefits of EBITDA contribution. United Rentals 8 United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 42#43Millions $5,000 $4,500 No long-term note maturities until 2026 Total Liquidity of $3.073B (1) Fixed vs. Floating Ratio: 73%/27% $4,000 $3,750 $3,500 $3,000 $2,500 $2,000 $2,705 Unused ABL Facility $1,500 $1,000 $800 $166 A/R unused $500 $634 A/R Securitization Used $0 2021 2022 2023 2024 2025 $1,750 $978 $1,000 $1,045 Used ABL (2) $978 $1,000 5.875% Term Loan B (3) Senior Unsecured Notes $750 3.875% Secured Notes $1,000 5.5% Senior Unsecured Notes $1,673 4.875% Senior Unsecured Notes (3) 2026 2027 2028 2029 $1,500 $750 4.00% Senior Unsecured Notes $750 5.25% Senior Unsecured Notes $1,100 3.875% Senior Unsecured Notes 2030 2031 Aggressive management of long-term maturity towers Note: As of December 31, 2020. (1) Includes total cash, cash equivalents and availability under ABL and AR facilities as of December 31, 2020. (2) Includes $60M in Letters of Credit. (3) Comprised of two separate 4.875% notes, a note with $1.669M principal amount and a note with $4M principal amount. United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 43#445 Appendix 51 United AUST CANC SKAY 512-3 6-2386 United Rentals United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902.2021 United Rentals, Inc. All rights reserved. fin ✪ o#45Adjusted 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 costs, 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 loss on repurchase/redemption of debt securities and amendment of ABL facility. 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. - $ Millions Earnings per share - GAAP, as reported After-tax impact of: Merger related costs (2) Three Months Ended December 31, Year Ended December 31, 2020 2019 2020 2019 $ 4.09 $ 4.49 $ 12.20 $ 15.11 - 0.01 Merger related intangible asset amortization (3) 0.52 0.60 2.22 2.48 Impact on depreciation related to acquired fleet and property and equipment (4) Impact of the fair value mark-up of acquired fleet (5) (0.04) 0.05 0.08 0.39 0.16 0.16 0.51 0.72 Restructuring charge (6) 0.06 0.03 0.18 0.18 Asset impairment charge (7) (0.01) 0.37 0.05 Loss on repurchase/redemption of debt securities and amendment of ABL facility (8) Earnings per share - adjusted Tax rate applied to above adjustments (1) 0.25 0.28 1.88 0.58 $ 5.04 $ 5.60 $ 17.44 $ 19.52 25.2 % 25.1 % 25.2 % 25.3 % (1) (2) The tax rates applied to the adjustments reflect the statutory rates in the applicable entities. (3) Reflects transaction costs associated with the BakerCorp International Holdings, Inc. ("BakerCorp") and BlueLine acquisitions that were completed in 2018. 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 impact our operations. The acquisitions that have included merger related costs are RSC, which had annual revenues of approximately $1.5 billion prior to the acquisition, National Pump, which had annual revenues of over $200 million prior to the acquisition, NES, which had annual revenues of approximately $369 million prior to the acquisition, Neff, which had annual revenues of approximately $413 million prior to the acquisition, BakerCorp, which had annual revenues of approximately $295 million prior to the acquisition and Blue Line, which had annual revenues of approximately $786 million prior to the acquisition. Reflects the amortization of the intangible assets acquired in the RSC, National Pump, NES, Neff, BakerCorp and BlueLine acquisitions. (4) (5) (6) Reflects the impact of extending the useful lives of equipment acquired in the RSC, NES, Neff, BakerCorp and BlueLine acquisitions, net of the impact of additional depreciation associated with the fair value mark-up of such equipment. Reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in the RSC, NES, Neff and BlueLine acquisitions and subsequently sold. Primarily reflects severance and branch closure charges associated with our closed restructuring programs and our current restructuring program. We only include such costs that are part of a restructuring program as restructuring charges. Since the first such restructuring program was initiated in 2008, we have completed five restructuring programs. We have cumulatively incurred total restructuring charges of $350 million under our restructuring programs. Reflects write-offs of leasehold improvements and other fixed assets. The 2020 charges primarily reflect the discontinuation of certain equipment programs, and were not related to COVID-19. (7) (8) Primarily reflects the difference between the net carrying amount and the total purchase price of the redeemed notes. United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 45#46EBITDA 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 merger related costs, restructuring charge, stock compensation expense, net, and the impact of the fair value mark-up of acquired fleet. These items are excluded from adjusted EBITDA internally when evaluating our operating performance and for strategic planning and forecasting purposes, and allow investors to make a more meaningful comparison between our core business operating results over different periods of time, as well as with those of other similar companies. The net income and adjusted EBITDA margins represent net income or adjusted EBITDA divided by total revenue. Management believes that EBITDA and adjusted EBITDA, when viewed with the Company's results under GAAP and the accompanying 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 capital investments are made and debt is serviced. The table below provides a reconciliation between net income and EBITDA and adjusted EBITDA. $ Millions Net income Provision for income taxes Interest expense, net Depreciation of rental equipment Non-rental depreciation and amortization EBITDA Merger related costs (1) Restructuring charge (2) Stock compensation expense, net (3) Impact of the fair value mark-up of acquired fleet (4) Adjusted EBITDA Net income margin Adjusted EBITDA margin Three Months Ended December 31, Year Ended December 31, 2020 2019 2020 2019 $ 297 $ 338 $ 890 $ 1,174 90 95 249 340 125 170 669 648 385 420 1,601 1,631 95 96 387 407 $ 992 $ 1,119 $ 3,796 $ 4,200 1 6 2 17 18 24 16 70 61 15 17 49 75 $ 1,037 $ 1,154 $ 3,932 $ 4,355 13.0 % 13.8 % 10.4 % 12.6 % 45.5 % 47.0 % 46.1 % 46.6 % Primarily reflects severance and branch closure charges associated with our closed restructuring programs and our current restructuring program. We only include such costs that are part of a restructuring program as restructuring charges. Since the first such restructuring program was initiated in 2008, we have completed five restructuring programs. We have cumulatively incurred total restructuring charges of $350 million under our restructuring programs. Represents non-cash, share-based payments associated with the granting of equity instruments. Reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in the RSC, NES, Neff and Blue Line acquisitions and subsequently sold. (1) Reflects transaction costs associated with the BakerCorp and Blue Line acquisitions that were completed in 2018. 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 impact our operations. The acquisitions that have included merger related costs are RSC, which had annual revenues of approximately $1.5 billion prior to the acquisition, National Pump, which had annual revenues of over $200 million prior to the acquisition, NES, which had annual revenues of approximately $369 million prior to the acquisition, Neff, which had annual revenues of approximately $413 million prior to the acquisition, BakerCorp, which had annual revenues of approximately $295 million prior to the acquisition and BlueLine, which had annual revenues of approximately $786 million prior to the acquisition. United Rentals® (2) (3) (4) United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 46#47(1) Reconciliation of Net Cash Provided by Operating Activities to EBITDA and Adjusted EBITDA The table below provides a reconciliation between net cash provided by operating activities and EBITDA and adjusted EBITDA. $ Millions Net cash provided by operating activities 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 Gain on sales of rental equipment Gain on sales of non-rental equipment Insurance proceeds from damaged equipment Three Months Ended December 31, 2019 Year Ended December 31, 2020 2020 2019 $ 370 $ 442 $ 2,658 $ 3,024 (3) 102 (4) (14) (15) 3 6 Merger related costs (1) Restructuring charge (2) (6) Stock compensation expense, net (3) (24) Loss on repurchase/redemption of debt securities and amendment of ABL facility (5) (24) Changes in assets and liabilities 444 Cash paid for interest Cash paid for income taxes, net 45 79 g༠༠|སྱེ༅ 8༅ 89 332 313 3 8 6 6 40 24 (1) (2) (17) (18) (16) (70) (61) (183) (61) 241 170 483 581 142 318 238 EBITDA Add back: $ 992 $ 1,119 $ 3,796 $ 4,200 Merger related costs (1) Restructuring charge (2) Stock compensation expense, net (3) Impact of the fair value mark-up of acquired fleet (4) Adjusted EBITDA 1 6 2 17 18 24 16 70 61 15 17 49 75 $ 1,037 $ 1.154 $ 3,932 $ 4,355 Reflects transaction costs associated with the BakerCorp and Blue Line acquisitions that were completed in 2018. 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 impact our operations. The acquisitions that have included merger related costs are RSC, which had annual revenues of approximately $1.5 billion prior to the acquisition, National Pump, which had annual revenues of over $200 million prior to the acquisition, NES, which had annual revenues of approximately $369 million prior to the acquisition, Neff, which had annual revenues of approximately $413 million prior to the acquisition, BakerCorp, which had annual revenues of approximately $295 million prior to the acquisition and Blue Line, which had annual revenues of approximately $786 million prior to the acquisition. (2) (3) (4) Primarily reflects severance and branch closure charges associated with our closed restructuring programs and our current restructuring program. We only include such costs that are part of a restructuring program as restructuring charges. Since the first such restructuring program was initiated in 2008, we have completed five restructuring programs. We have cumulatively incurred total restructuring charges of $350 million under our restructuring programs. Represents non-cash, share-based payments associated with the granting of equity instruments. Reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in the RSC, NES, Neff and BlueLine acquisitions and subsequently sold. (5) Primarily reflects the difference between the net carrying amount and the total purchase price of the redeemed notes. ● United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 47#48Free Cash Flow GAAP Reconciliation We define "free cash flow" as net cash provided by operating activities less purchases of, and plus proceeds from, equipment. The equipment purchases and proceeds are included in cash flows from investing activities. Management believes that free cash flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements. However, free cash flow is not a measure of financial performance or liquidity under GAAP. Accordingly, free cash flow should not be considered an alternative to net income or cash flow from operating activities as an indicator of operating performance or liquidity. The table below provides a reconciliation between net cash provided by operating activities and free cash flow. $ Millions Net cash provided by operating activities Purchases of rental equipment Purchases of non-rental equipment Proceeds from sales of rental equipment Proceeds from sales of non-rental equipment Insurance proceeds from damaged equipment Free cash flow (1) (1) Three Months Ended December 31, Year Ended December 31, 2020 2019 2020 2019 $ 370 $ 442 $ 2,658 $ 3,024 (176) (158) (961) (2,132) (52) (61) (197) (218) 275 244 858 831 11 11 42 37 6 6 40 24 $ 434 $ 484 $ 2,440 $ 1,566 Free cash flow included aggregate merger and restructuring related payments of $5 million and $4 million for the three months ended December 31, 2020 and 2019, respectively, and $14 million and $26 million for the years ended December 31, 2020 and 2019, respectively. The table below provides a reconciliation between 2021 forecasted net cash provided by operating activities and free cash flow. Net cash provided by operating activities Purchases of rental equipment Proceeds from sales of rental equipment Purchases of non-rental equipment, net of proceeds from sales Free cash flow (excluding the impact of merger and restructuring related payments) United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. $2,950-$3,450 $(2,000)-$(2,300) $800-$900 $(100)-$(200) $1,650-$1,850 48#49Historical Adjusted Earnings Per Share GAAP Reconciliation Adjusted EPS (earnings per share) is a non-GAAP measure that reflects diluted earnings (loss) per share from continuing operations 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. Diluted earnings (loss) per share (EPS) from continuing operations EPS adjustments (after-tax): Merger related costs (1) Merger related intangible asset amortization (2) Impact on depreciation related to acquired fleet and property and equipment (3) Impact of the fair value mark-up of acquired fleet (4) Pre-close RSC merger related interest expense (5) 2008 2009 2010 $ (12.62) $ (0.98) $ (0.38) $ 2011 1.38 $ 0.79 $ 2012 2013 2014 2015 2016 2017 2018 3.64 $ 5.15 $ 6.07 $ 6.45 $15.73 $ 13.12 2019 $ 15.11 2020 $ 12.20 0.25 0.72 0.05 0.74 0.94 0.06 1.10 (0.17) 0.36 0.32 0.01 1.15 1.12 1.15 1.76 2.48 2.22 (0.03) (0.04) (0.03) (0.02) 0.05 0.19 0.39 0.08 0.24 0.25 0.21 0.19 0.25 0.59 0.59 0.72 0.51 0.19 Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (6) Restructuring charge (7) (0.03) (0.04) (0.03) (0.02) (0.01) 0.17 0.29 0.34 0.16 0.64 0.07 (0.01) 0.04 0.11 0.36 0.28 0.18 0.18 Asset impairment charge (8) 0.06 0.12 0.09 0.04 0.10 0.02 0.03 0.01 0.05 0.37 (Gain) loss on extinguishment of debt securities, including subordinated convertible debentures, and amendments of debt facilities (9) (0.32) (0.19) 0.28 0.04 0.45 0.02 0.46 0.78 0.70 0.39 0.58 1.88 Gain on sale of software subsidiary (10) (0.05) Goodwill impairment charge (11) Charge related to settlement of SEC inquiry (12) Preferred stock redemption charge (13) Foreign tax credit valuation allowance and other (14) Total EPS adjustments Adjusted EPS 2017 Tax Act impact (15) Total revenues ($M) (16) 12.19 0.19 3.19 0.10 $ 15.58 $ 0.22 $ $ 0.71 $ 2.96 $ (0.76) $ 0.33 $ 0.49 $ 2.97 $ 1.27 $ 1.76 $ 1.95 $ 1.87 $ 3.76 $ 4.91 $ 6.91 $ 8.02 $ 2.20 $ 2.91 $ 8.65 $ 18.64 $ 3.14 $ 4.41 $ 5.24 16.26 $ 19.52 $ 17.44 $ 8.05 $ $ 3,267 $ 2,358 $ 2,237 $ 2,611 $ 4,117 $ 4,955 $ 5,685 $ 5,817 $ 5,762 $ 6,641 $ 8,047 $ 9,351 $ 8,530 United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 49 40#50Historical 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 impact our operations. The acquisitions that have included merger related costs are 1) RSC, which had annual revenues of approximately $1.5 billion prior to the acquisition, 2) National Pump, which had annual revenues of over $200 million prior to the acquisition, 3) NES, which had annual revenues of approximately $369 million prior to the acquisition, 4) Neff, which had annual revenues of approximately $413 million prior to the acquisition, 5) BakerCorp, which had annual revenues of approximately $295 million prior to the acquisition and 6) BlueLine, which had annual revenues of approximately $786 million prior to the acquisition. (2) Reflects the amortization of the intangible assets acquired in the RSC, National Pump, NES, Neff, BakerCorp and BlueLine acquisitions. (3) Reflects the impact of extending the useful lives of equipment acquired in the RSC, NES, Neff, BakerCorp and Blue Line 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 the RSC, NES, Neff and BlueLine acquisitions and subsequently sold. (5) In March 2012, we issued $2.825 billion of debt in connection with the RSC acquisition. The pre-close RSC merger related interest expense reflects the interest expense recorded on this debt prior to the acquisition of RSC on April 30, 2012. (6) Reflects a reduction of interest expense associated with the fair value mark-up of debt acquired in the RSC acquisition. (7) Primarily reflects severance and branch closure charges associated with our closed restructuring programs and our current restructuring program. We only include such costs that are part of a restructuring program as restructuring charges. Since the first such restructuring program was initiated in 2008, we have completed five restructuring programs. We have cumulatively incurred total restructuring charges of $350 million under our restructuring programs. (8) Primarily reflects write-offs of leasehold improvements and other fixed assets. (9) Reflects gains/losses on the extinguishment of certain debt securities, including subordinated convertible debentures, and write-offs of debt issuance costs associated with amendments to our debt facilities. In 2013, we retired all outstanding subordinated convertible debentures. (10) Reflects a gain recognized upon the sale of a former subsidiary that developed and marketed software. (11) We recognized a goodwill impairment charge in the fourth quarter of 2008 that reflected the challenges of the construction cycle, as well as the broader economic and credit environment. Substantially all of the impairment charge related to goodwill arising out of acquisitions made between 1997 and 2000. (12) In the third quarter of 2008 we settled, without admitting or denying the allegations in the SEC's complaint, to the entry of a judgment requiring us to pay a civil penalty of $14 million associated with an SEC inquiry into our historical accounting practices. (13) Reflects a preferred stock redemption charge associated with the June 2008 repurchase of our Series C and D preferred stock. (14) Primarily relates to the establishment of a valuation allowance related to certain foreign tax credits that, as a result of the preferred stock redemption discussed above, were no longer expected to be realized. (15) 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 $8.05 per diluted share, reflecting 1) a one-time non-cash tax benefit reflecting the revaluation of our net deferred tax liability using a U.S. federal corporate statutory tax rate of 21% and 2) a one-time transition tax on our unremitted foreign earnings and profits. Periods subsequent to 2017 reflect the lower 21% U. S. federal corporate statutory tax rate. (16) Total revenue is provided for context. United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 50 50#51Historical EBITDA and Adjusted EBITDA GAAP Reconciliations ($M) EBITDA represents the sum of net income (loss), loss on discontinued operations, net of tax, provision (benefit) for income taxes, 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. Net income (loss) Loss on discontinued operations, net of tax Provision (benefit) for income taxes Interest expense, net 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 $ (704) $ (62) $ (26) $ 101 $ 75 $ 387 $ 540 $ 585 $ 566 $ 1,346 $ 1,096 $ 1,174 $ 890 2 4 (109) (47) (41) 63 13 218 310 378 343 (298) 380 340 174 226 255 228 512 475 555 567 511 464 481 648 249 669 Interest expense-subordinated convertible debentures, net (1) Depreciation of rental equipment 9 (4) 455 417 Non-rental depreciation and amortization 58 57 EBITDA (117) 589 649 Merger related costs (2) Restructuring charge (3) Charge related to settlement of SEC inquiry (4) Goodwill impairment charge (5) Impact of the fair value mark-up of acquired fleet (6) (Gain) loss on sale of software subsidiary (7) 12 20 31 14 1,147 ༈ ༔ ༔ | ྃ || 「 | ཆ 8 7 4 3 389 423 699 852 921 976 990 1,124 1,363 1,631 1,601 60 57 198 246 273 268 255 259 308 407 387 879 1,501 2,181 2,599 2,774 2,665 2,895 3,628 4,200 3,796 19 34 1 19 | | ☐ 111 9 99 12 | | 26 | | | | | | 11 (26) (1) 14 엉엉 50 36 1 50 31 18 17 || | | | | 37 44 35 29 35 82 66 75 49 (8) 1 - | Stock compensation expense, net (8) 6 8 12 32 46 74 49 45 87 102 61 70 Adjusted EBITDA $ 1,070 $ 628 Net income (loss) margin (21.5)% (2.6)% $ 691 $ 929 (1.2)% $ 1,772 2,293 $ 2,718 $ 2,832 3.9% 1.8% 7.8% 9.5% 10.1% $ 2,759 $ 3,164 9.8% $ 3,863 $ 4,355 $ 3,932 20.3% 13.6% 12.6% 10.4% Adjusted EBITDA margin 32.8% 26.6% 30.9% 35.6% 43.0% 46.3% 47.8% 48.7% 47.9% 47.6% 48.0% 46.6% 46.1% United Rentals 8 United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 51#52Historical EBITDA and Adjusted EBITDA GAAP Reconciliations ($M) (cont'd) Net cash provided by operating activities (9) Adjustments for items included in net cash provided by operating activities but excluded from the calculation of EBITDA: Loss from discontinued operation, net of taxes Amortization of deferred financing costs and original issue discounts Gain on sales of rental equipment (Loss) gain on sales of non-rental equipment Insurance proceeds on damaged equipment (10) Gain (loss) on sale of software subsidiary (7) 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 $ 438 $ 452 $ 612 $ 721 $ 1,551 $ 1,801 $1,987 $ 1,941 $ 2,209 $ 2,853 $ 3,024 $ 2,658 8 (1) Merger related costs (2) (19) (111) (9) (11 Restructuring charge (3) Stock compensation expense, net (8) (31) (34) (19) (99) (12) 1 (8) (8) (12) (32) (46) (74 ~E~ € | | 2 4 (17) 7 41 (23) |སྐྱེ⌘ས། |།ྱགྱེསྱེ (22) (23) (21) (17 125 176 229 ༄སྶ (10 (9 (9 (12) (15) (14) 227 204 220 278 313 332 2 6 11 ∞ ∞ | 8 4 4 6 6 8 8 12 21 22 24 40 26 (50 (6 (14 (49 (45 ཁྲེgཆྱེ། 1334 (36) (1) (50 (31) (18) (17) (87 (102) (61) (70) Gain (loss) on extinguishment of debt securities, and amendments of debt facilities 7 (28) (3) (72) (1) Loss on retirement of subordinated convertible debentures (1) Excess tax benefits from share-based payment arrangements (11) Changes in assets and liabilities Cash paid for interest, including subordinated convertible debentures (1) 13 (2) (2) Cash paid (received) for income taxes, net EBITDA ཥྞ ཀླིè། | ཙེ (123 (101 (54 (61) (183) | 5 58 (58) 65 49 571 31 194 101 129 124 170 241 234 229 203 371 461 457 447 415 357 455 581 483 3 (49) 24 40 48 100 60 99 589 649 879 1,501 2,181 2,599 2,774 2,665 205 2,895 3,628 71 238 318 4,200 3,796 Add back: Merger related costs (2) Restructuring charge (3) Stock compensation expense, net (8) 31 | | | 34 8 | ∞ | | 19 111 9 11 (26) 50 36 1 19 99 12 (1) 6 14 50 31 18 17 12 32 46 74 49 45 87 102 61 70 37 44 35 29 35 82 66 75 49 (8) 1 $ 628 $ 691 $ 929 $ 1,772 $ 2,293 $ 2,718 $ 2,832 $ 2,759 $ 3,164 $ 3,863 $ 4,355 $ 3,932 Impact of the fair value mark-up of acquired fleet (6) (Gain) loss on sale of software subsidiary (7) Adjusted EBITDA United Rentals 8 United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 52#53Historical 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 major acquisitions that significantly impact our operations. The acquisitions that have included merger related costs are 1) RSC, which had annual revenues of approximately $1.5 billion prior to the acquisition, 2) National Pump, which had annual revenues of over $200 million prior to the acquisition, 3) NES, which had annual revenues of approximately $369 million prior to the acquisition, 4) Neff, which had annual revenues of approximately $413 million prior to the acquisition, 5) BakerCorp, which had annual revenues of approximately $295 million prior to the acquisition and 6) Blue Line, which had annual revenues of approximately $786 million prior to the acquisition. (3) Primarily reflects severance and branch closure charges associated with our closed restructuring programs and our current restructuring program. We only include such costs that are part of a restructuring program as restructuring charges. Since the first such restructuring program was initiated in 2008, we have completed five restructuring programs. We have cumulatively incurred total restructuring charges of $350 million under our restructuring programs. (4) In the third quarter of 2008 we settled, without admitting or denying the allegations in the SEC's complaint, to the entry of a judgment requiring us to pay a civil penalty of $14 million associated with an SEC inquiry into our historical accounting practices. (5) We recognized a goodwill impairment charge in the fourth quarter of 2008 that reflected the challenges of the construction cycle, as well as the broader economic and credit environment. Substantially all of the impairment charge related to goodwill arising out of acquisitions made between 1997 and 2000. (6) Reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in the RSC, NES, Neff and Blue Line acquisitions and subsequently sold. (7) Reflects a gain recognized upon the sale of a former subsidiary that developed and marketed software. (8) Represents non-cash, share-based payments associated with the granting of equity instruments. (9) We first reported the reconciliation between net cash provided by operating activities and EBITDA and adjusted EBITDA in 2011, and 2009 is the earliest reported period with such a reconciliation. The presentation of our statement of cash flows for periods prior to 2009 differs from the presentation used in 2011, on account of which the information required to prepare the reconciliation between net cash provided by operating activities and EBITDA and adjusted EBITDA for periods prior to 2009 is unavailable without unreasonable effort. (10) 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. (11) 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. United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 53 53#54Historical Free Cash Flow GAAP Reconciliation ($M) We define "free cash flow" as net cash provided by operating activities less purchases of, and plus proceeds from, equipment, and plus excess tax benefits from share-based payment arrangements. The equipment purchases and proceeds are included in cash flows from investing activities. Management believes that free cash flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements. However, free cash flow is not a measure of financial performance or liquidity under GAAP. Accordingly, free cash flow should not be considered an alternative to net income or cash flow from operating activities as an indicator of operating performance or liquidity. The table below provides a reconciliation between net cash provided by operating activities and free cash flow. 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Net cash provided by operating activities Purchases of rental equipment (1,272) $ 764 $ 438 $ 452 $ 612 $ 721 $ 1,551 $ 1,801 $ 1,987 $ 1,941 $ 2,209 $ 2,853 (624) (260) (346) (774) (1,580) (1,701) (1,534) (1,246) (1,769) (2,106) $ 3,024 $ 2,658 (2,132) (961) Purchases of non-rental equipment Proceeds from sales of rental equipment Proceeds from sales of non-rental equipment Insurance proceeds from damaged equipment (1) Excess tax benefits from share-based payment arrangements (2) Free cash flow Merger and restructuring related payments included in free cash flow (3) (80) (51) (28) (36) (97) (104) (120) (102) (93) (120) (185) (218) (197) 264 229 144 208 399 490 544 538 496 550 664 831 858 11 13 7 13 31 26 33 17 14 16 23 37 42 8 12 21 22 24 40 Free cash flow excluding merger and restructuring related payments (3) (2) (2) $ 335 $ 367 $ 227 $ 23 $ (5) (223) $ 5 58 383 $ 557 $ 919 $ 1,182 $ 907 $ 1,271 $ 1,566 $ 2,440 150 38 17 5 13 76 63 26 14 $ (73) $ 421 $ 574 $ 924 $ 1,195 $ 983 $1,334 $ 1,592 $ 2,454 (1) 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 free cash flow, 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 adoption of this accounting guidance did not impact free cash flow, as the reduction to net cash provided by operating activities was offset by the increase in insurance proceeds from damaged equipment. (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 share-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 calculation of free cash flow. (3) Merger and restructuring related payments were first reported for 2012. The information required to determine the amount of merger and restructuring related payments for periods prior to 2012 is unavailable without unreasonable effort. United Rentals® United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 54