M&A Strategy and Financial Overview slide image

M&A Strategy and Financial Overview

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 loss on repurchase/redemption of debt securities. See below for further detail on each special item. 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. Earnings per share - GAAP, as-reported After-tax (1) impact of: Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 $10.29 $8.66 $25.30 $20.56 United Rentals® Merger related intangible asset amortization (2) 0.57 0.44 1.83 1.39 Impact on depreciation related to acquired fleet and property and equipment (3) 0.59 0.12 1.21 0.48 Impact of the fair value mark-up of acquired fleet (4) 0.23 0.05 0.92 0.17 Restructuring charge (5) 0.05 (0.01) 0.26 Asset impairment charge (6) 0.01 0.03 0.18 $11.73 $9.27 $29.52 $22.81 25.3% 25.4% 25.3% 25.3% Loss on repurchase/redemption of debt securities (7) Earnings per share - adjusted Tax rate applied to above adjustments (1) 1) 2) 3) 4) The tax rates applied to the adjustments reflect the statutory rates in the applicable entities. 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). The increase in 2023 primarily reflects the impact of the Ahern Rentals acquisition. 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. The increase in 2023 primarily reflects the impact of the Ahern Rentals acquisition. 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. The increase in 2023 primarily reflects the impact of the Ahern Rentals acquisition. 5) 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 six restructuring programs. In the first quarter of 2023, we initiated a restructuring program following the closing of the Ahern Rentals acquisition, which is our only open restructuring program as of September 30, 2023. The increase in 2023 reflects charges associated with the restructuring program initiated following the closing of the Ahern Rentals acquisition. We have cumulatively incurred total restructuring charges of $376 million under our restructuring programs. 6) Reflects write-offs of leasehold improvements and other fixed assets. 7) Primarily reflects the difference between the net carrying amount and the total purchase price of the redeemed notes. Work United® | 44
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