100 First Stamford Place, Suite 700
– United Rentals, Inc. (NYSE: URI) today announced record financial results for the third quarter of 2026, and raised its 2026 full-year guidance.
• Total revenue of $4.893 billion, including rental revenue 1 of $4.316 billion.
• Net income of $920 million, at a margin 2 of 18.8%. GAAP diluted earnings per share (“EPS”) of $14.77, and adjusted EPS 3 of $15.55.
• Year-to-date net cash provided by operating activities of $4.934 billion; free cash flow 3 of $1.421 billion, including gross payments for purchases of rental equipment of $4.339 billion.
• Returned $1.496 billion to shareholders year-to-date, comprised of $1.125 billion via share repurchases and $371 million via dividends paid.
• Net leverage ratio 5 of 1.8x, with total liquidity 5 of $2.615 billion, at September 30, 2026.
Matthew Flannery, chief executive officer of United Rentals, said, “I’m very pleased with our third-quarter results, which are a testament to our strategy, our team’s dedication to our customers, and the unmatched breadth and scale of our premier offering. We continued to lean into growth across both our general rentals and specialty businesses with the momentum from the first half of the year carrying through the quarter.”
Flannery continued, “As we look ahead, we believe we are uniquely positioned to outperform the industry through our broad footprint, unmatched one-stop-shop offering, exceptional levels of service, leading technology and unwavering commitment to safety. Our raised guidance reflects this, and is supported by our customers’ confidence, their backlogs, and the momentum we see across large projects. I am very proud of the company we continue to build, underpinned by a well-proven strategy of supporting our customers while also driving profitable growth and strong through-cycle free cash flow generation. Combined with prudent capital allocation, this will continue to deliver compelling long-term value for our shareholders.”
1. Rental revenue includes owned equipment rental revenue, re-rent revenue and ancillary revenue.
2. Net income margin and adjusted EBITDA margin represent net income or adjusted EBITDA divided by total revenue.
3. Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), adjusted EPS (earnings per share) and free cash flow are non-GAAP financial measures as defined in the tables below. See the tables below for reconciliations to the most comparable GAAP measures.
4. Fleet productivity reflects the combined impact of changes in rental rates, time utilization and mix on owned equipment rental revenue.
5. The net leverage ratio reflects net debt (total debt less cash and cash equivalents) divided by adjusted EBITDA for the trailing 12 months. Total liquidity reflects cash and cash equivalents plus availability under the asset- based revolving credit facility (“ABL facility”) and the accounts receivable securitization facility.
Current Outlook Prior Outlook Total revenue $18.0 billion to $18.2 $17.5 billion to $17.8 billion billion Adjusted EBITDA6 $8.3 billion to $8.4 $7.975 billion to billion $8.125 billion $3.75 billion to $4.05 $3.4 billion to $3.8 Net rental capital billion, after gross billion, after gross expenditures after purchases of $5.2 purchases of $4.85 gross purchases billion to $5.5 billion billion to $5.25 billion Net cash provided by $6.25 billion to $6.85 $5.85 billion to $6.65 operating billion billion activities Free cash flow excluding $2.15 billion to $2.45 $2.15 billion to $2.45 restructuring billion billion related payments7
increased 17.8% year-over-year, to a quarterly record of $4.316 billion, primarily due to a 7.9% increase in average original equipment at cost (“OEC”), strong demand as reflected in a 6.5% increase in fleet productivity, and a 4.9% contribution from ancillary and re-rent revenue.
in the quarter increased 4.5% year-over-year. Used equipment sales generated $348 million of proceeds at a GAAP gross margin of 44.8% and an adjusted gross margin 8 of 46.3%, compared to a GAAP gross margin of 44.1% and an adjusted gross margin of 45.9% for the same period last year. The company realized a 51.4% OEC recovery rate on the fleet sold in the third quarter of 2026.
for the quarter increased 31.2% year-over-year to a third quarter record of $920 million, while net income margin increased 220 basis points to 18.8%, primarily due to increased rental gross margin. The increase in rental gross margin primarily reflected, for both the general rentals and specialty rentals segments, the impact of efficiencies in depreciation, labor and benefits, repairs and maintenance, and delivery expenses, partially offset by the impact of changes in revenue mix driven by growth in lower-margin ancillary and re-rent revenues.
for the quarter increased 19.8% year-over-year to a quarterly record of $2.331 billion, while adjusted EBITDA margin increased 160 basis points to 47.6%, primarily reflecting increased rental gross margin (excluding depreciation and stock compensation expense), a reduction in selling, general and administrative ("SG&A") expenses as a percentage of revenue, and an increase in the proportion of revenue from equipment rentals. The increase in rental gross margin is discussed above (the discussion above includes depreciation, while, on the adjusted EBITDA basis, rental gross margin excludes depreciation).
rental revenue increased 8.8% year-over-year to a quarterly record of $2.612 billion, while rental gross margin increased by 170 basis points year-over-year to 38.4%, primarily due to the drivers discussed above.
rental revenue increased 34.7% year-over-year to a quarterly record of $1.704 billion. Rental gross margin increased by 250 basis points year-over-year to 47.6%, primarily due to the drivers discussed above.
6. Information reconciling forward-looking adjusted EBITDA to the comparable GAAP financial measures is unavailable to the company without unreasonable effort, as discussed below.
7. Free cash flow excludes restructuring related payments, which cannot be reasonably predicted for the 2026 outlook. Restructuring related payments were $27 million for the nine months ended September 30, 2026.
8. Used equipment sales adjusted gross margin is a non-GAAP financial measure that excludes the impact ($5 million and $6 million for the three months ended September 30, 2026 and 2025, respectively) of the fair value mark-up of fleet acquired in certain major acquisitions that was subsequently sold. This adjustment is explained further in the tables below, and represents the only difference between the GAAP gross margin and the adjusted gross margin. 2 •
from operating activities increased 25.4% to $4.934 billion, and free cash flow, including restructuring related payments, increased 19.2% to $1.421 billion, year-over-year, for the first nine months of 2026.
The company’s net leverage ratio was 1.8x at September 30, 2026, as compared to 1.9x at December 31, 2025. During the nine months ended September 30, 2026, the company completed its prior $2.0 billion share repurchase 9 program, and commenced its new $5.0 billion share repurchase program. During the nine months ended September 30, 2026, the company repurchased $1.125 billion of common stock under these programs, and paid dividends totaling $371 million. The company expects to complete $1.5 billion of share repurchases in 2026. Additionally, the company’s Board of Directors has declared a quarterly dividend of $1.97 per share, payable on November 25, 2026 to stockholders of record on November 11, 2026.
was $2.615 billion as of September 30, 2026, including $153 million of cash and cash equivalents.
United Rentals will hold a conference call tomorrow, Thursday, October 22, 2026, at 8:30 a.m. Eastern Time. The conference call number is 800-791-4799 (international: 785-424-1631). The replay number for the call is 402-220-0687. The passcode for both the conference call and the replay is 31810. The conference call will also be available live by audio webcast at unitedrentals.com, where it will be archived until the next earnings call.
9. A 1% excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) of common stock. All references to share repurchases above do not include the excise tax, which totaled $10 million year-to-date through September 30, 2026.
10. The company’s ROIC metric uses after-tax operating income for the trailing 12 months divided by average stockholders’ equity, 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 corporate statutory tax rate of 21% was used to calculate after-tax operating income. 3
Free cash flow, earnings before interest, taxes, depreciation and amortization (EBITDA), adjusted EBITDA, adjusted earnings per share (adjusted EPS) and used equipment sales adjusted gross margin are non-GAAP financial measures as defined under the rules of the SEC. Free cash flow represents 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. 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. Adjusted EPS represents EPS plus the sum of the restructuring charges, the impact on depreciation related to acquired fleet and property and equipment, the impact of the fair value mark-up of acquired fleet, merger related intangible asset amortization, asset impairment charge and debt related losses. Used equipment sales adjusted gross margin excludes the impact of the fair value mark-up of fleet acquired in certain major acquisitions that was subsequently sold (this adjustment is explained further in the adjusted EPS and EBITDA/adjusted EBITDA tables below). The company believes that: (i) free cash flow provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements; (ii) EBITDA and adjusted EBITDA provide useful information about operating performance and period-over-period growth, and help investors gain an understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced; (iii) adjusted EPS provides useful information concerning future profitability; and (iv) used equipment sales adjusted gross margin provides information that is useful for evaluating the profitability of used equipment sales without regard to potential distortions. However, none of these measures should be considered as alternatives to net income, cash flows from operating activities, earnings per share or GAAP gross margin from used equipment sales under GAAP as indicators of operating performance or liquidity. See the tables below for further discussion of these non-GAAP financial measures.
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 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. The company provides an adjusted EBITDA forecast because it believes that adjusted EBITDA, when viewed with the company’s results under GAAP, provides useful information for the reasons noted above. However, adjusted EBITDA is not a measure of financial performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to net income or cash flow from operating activities as an indicator of operating performance or liquidity.
United Rentals, Inc. is the largest equipment rental company in the world. The company has an integrated network of 1,686 rental locations in North America, 44 in Europe, 47 in Australia and 18 in New Zealand. In North America, the company operates in 49 states and every Canadian province. The company’s approximately 28,600 employees serve construction and industrial customers, utilities, municipalities, homeowners and others. The company offers a fleet of equipment for rent with a total original cost of $24.77 billion. United Rentals is a member of the Standard & Poor’s 500 Index, the Barron’s 400 Index and the Russell 3000 Index® and is headquartered in Stamford, Conn. Additional information about United Rentals is available at unitedrentals.com. 4
This press release contains 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 or outlook. You are cautioned that our business and operations are subject to a variety of risks and uncertainties, many of which are beyond our control, and, consequently, our 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 customer demand 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 or disruption in government spending, including as a result of a government shutdown; (7) trends in oil and natural gas, including significant fluctuations in the prices of oil or natural gas, which can 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 a significant amount of cash 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 share 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; (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 to our information technology systems; (27) risks related to our ability to respond adequately to changes in technology and customer demands; (28) risks related to the use of artificial intelligence, and challenges with properly managing such use; (29) risks related to severe weather events and other natural occurrences, and climate change regulation; (30) risks related to our aspirational sustainability and safety goals, including our greenhouse gas intensity reduction goal; (31) risks related to evolving requirements, expectations and perspectives from regulators and stakeholders on environmental, social and sustainability-related topics, and our ability to meet these requirements and expectations; (32) 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; (33) shortfalls in our insurance coverage or inability to obtain coverage on reasonable terms or at all; (34) increases in our loss reserves to address business operations or other claims and any claims that exceed our established levels of reserves; (35) the outcome or other potential consequences of litigation, regulatory and investigatory matters; (36) incurrence of expenses (including indemnification obligations) and other costs in connection with litigation, regulatory and investigatory matters; (37) risks related to, and the costs of complying with, environmental and safety laws and regulations; (38) 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; (39) 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; (40) the effect of changes in tax law; and (41) other factors described in our Annual Report on Form 10-K and in our other filings with the SEC .
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, 2025, 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. 5
(1) The nine months ended September 30, 2026 include gains primarily associated with the sale of part of our scaffolding business. The impact of the business sales was a pre-tax gain of $53 million, which is primarily reflected in other income, net, and an after-tax gain of $39 million, or $0.63 per diluted share. The nine months ended September 30, 2025 include the impact of the merger termination benefit associated with the termination of the H&E Equipment Services, Inc. d/b/a H&E Rentals (“H&E”) merger agreement. For further information on this merger termination benefit, see the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 filed with the SEC. 7
September 30, 2026 December 31, 2025 ────────────────────────────────────────────────────────────────────────────── ASSETS Cash and cash equivalents $ 153 $ 459 Accounts receivable, net 3,096 2,510 Inventory 313 240 Prepaid expenses and other 423 399 assets Total current assets 3,985 3,608 Rental equipment, net 18,363 16,069 Property and equipment, net 1,154 1,134 Goodwill 7,261 7,119 Other intangible assets, 507 477 net Operating lease 1,454 1,395 right-of-use assets Other long-term assets 61 64 Total assets $ 32,785 $ 29,866 LIABILITIES AND STOCKHOLDERS’ EQUITY Short-term debt and current maturities $ 1,607 $ 1,577 of long-term debt Accounts payable 1,686 776 Accrued expenses and other 1,713 1,466 liabilities Total current liabilities 5,006 3,819 Long-term debt 13,064 12,652 Deferred taxes 3,594 3,115 Operating lease liabilities 1,196 1,124 Other long-term liabilities 230 188 Total liabilities 23,090 20,898 Common stock 1 1 Additional paid-in capital 2,846 2,769 Retained earnings 17,676 15,843 Treasury stock -10,531 -9,396 Accumulated other -297 -249 comprehensive loss Total stockholders’ equity 9,695 8,968 Total liabilities and stockholders’ $ 32,785 $ 29,866 equity
9 (1) See above for a discussion of the gains recognized upon the sale of part of our business in the nine months ended September 30, 2026.
(2) The amounts for the nine months ended September 30, 2025 primarily reflect bridge financing fees associated with the terminated H&E acquisition.
(3) The common stock repurchases include 1) shares repurchased pursuant to our share repurchase programs and 2) shares withheld to satisfy tax withholding obligations upon the vesting of restricted stock unit awards. 10
Fleet productivity is a comprehensive metric that provides insight into the decisions made by our managers in support of growth and returns. Specifically, we seek to optimize the interplay of rental rates, time utilization and mix in driving rental revenue. Fleet productivity aggregates, in one metric, the impact of changes in rates, utilization and mix on owned equipment rental revenue.
We believe that this metric is useful in assessing the effectiveness of our decisions on rates, time utilization and mix, particularly as they support the creation of shareholder value. The table below shows the components of the year- over-year change in rental revenue using the fleet productivity methodology:
Please refer to our Third Quarter 2026 Investor Presentation for additional detail on fleet productivity.
(1) Reflects the estimated impact of inflation on the revenue productivity of fleet based on OEC, which is recorded at cost.
(2) Reflects the combined impact of changes in rental rates, time utilization and mix on owned equipment rental revenue. Changes in customers, fleet, geographies and segments all contribute to changes in mix.
(3) Reflects the combined impact of changes in other types of equipment rental revenue: ancillary and re-rent (excludes owned equipment rental revenue). 11
(1) For the nine months ended September 30, 2026, the impact of the gain on sale of business that is discussed above was a net after-tax benefit of $39 million, or $0.63 per diluted share. For the nine months ended September 30, 2025, the impact of the merger termination benefit associated with the terminated H&E acquisition was a net after-tax benefit of $29 million, or $0.45 per diluted share. 12
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 Nine Months Ended Ended September 30, September 30, 2026 2025 2026 2025 Earnings per share - GAAP, $14.77 $10.91 $35.19 $28.37 as-reported (1) After-tax (2) impact of: Merger related intangible asset 0.37 0.45 1.17 1.46 amortization (3) Impact on depreciation related to acquired fleet 0.18 0.27 0.66 0.85 and property and equipment (4) Impact of the fair value mark-up of 0.05 0.07 0.15 0.28 acquired fleet (5) Restructuring 0.18 -0.01 0.79 0.01 charge (6) Asset impairment — — 0.02 0.03 charge (7) Debt related — 0.01 — 0.01 losses Earnings per share - $15.55 $11.70 $37.98 $31.01 adjusted (1) Tax rate applied to above 25.2% 25.2% 25.1% 25.2% adjustments (2)
(1) For the nine months ended September 30, 2026, the impact of the gain on sale of business that is discussed above was a net benefit of $0.63 per diluted share. For the nine months ended September 30, 2025, the impact of the merger termination benefit associated with the terminated H&E acquisition 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 additional 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 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 $450 million. In the fourth quarter of 2025, we initiated a restructuring program associated with the consolidation of certain common functions and certain other cost reduction measures, and the charges above were primarily recognized under this program.
($ in millions, except footnotes) 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 capital investments are made and debt is serviced.
The table below provides a reconciliation between net income and EBITDA and adjusted EBITDA.
(1) For the nine months ended September 30, 2026, the impact of the gain on sale of business that is discussed above was a net after-tax benefit of $39 million for net income and a $53 million benefit for adjusted EBITDA. For the nine months ended September 30, 2025, the impact of the merger termination benefit associated with the terminated H&E acquisition 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 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 $450 million. In the fourth quarter of 2025, we initiated a restructuring program associated with the consolidation of certain common functions and certain other cost reduction measures, and the charges above were primarily recognized under this program.
(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. 14
(In millions, except footnotes) The table below provides a reconciliation between net cash provided by operating activities and EBITDA and adjusted EBITDA.
(1) For the nine months ended September 30, 2026, the impact of the gain on sale of business that is discussed above was a $53 million benefit for adjusted EBITDA. For the nine months ended September 30, 2025, the impact of the merger termination benefit associated with the terminated H&E acquisition was 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 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 $450 million. In the fourth quarter of 2025, we initiated a restructuring program associated with the consolidation of certain common functions and certain other cost reduction measures, and the charges above were primarily recognized under this program.
(3) Represents non-cash, share-based payments associated with the granting of equity instruments.
(4) The amount for the nine months ended September 30, 2025 primarily reflects bridge financing fees associated with the terminated H&E acquisition.
(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. 15
(In millions, except footnotes) 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 .
(1) Free cash flow included restructuring related payments of $7 million and $1 million for the three months ended September 30, 2026 and 2025, respectively, and $27 million and $4 million for the nine months ended September 30, 2026 and 2025, respectively.
The table below provides a reconciliation between 2026 forecasted net cash provided by operating activities and free cash flow.
Net cash provided by operating activities $6,250-$6,850 Payments for purchases of rental equipment $(5,150)-$(5,550) 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 $(300)-$(400) insurance proceeds from damaged equipment Free cash flow excluding restructuring related $2,150- $2,450 payments
Full text with the tables
Exhibit 99.1
United Rentals, Inc.
100 First Stamford Place, Suite 700
Stamford, CT 06902
Telephone: 203 622 3131
unitedrentals.com
United Rentals Announces Record Third Quarter Results
and Raises Full-Year 2026 Guidance
STAMFORD, Conn.
–
October 21, 2026
– United Rentals, Inc. (NYSE: URI) today announced record financial results for
the third quarter of 2026, and raised its 2026 full-year guidance.
Third Quarter 2026 Highlights
• Total revenue of $4.893 billion, including rental revenue 1 of $4.316 billion.
• Net income of $920 million, at a margin 2 of 18.8%. GAAP diluted earnings per
share (“EPS”) of $14.77, and adjusted EPS 3 of $15.55.
• Adjusted EBITDA 3 of $2.331 billion, at a margin 2 of 47.6%.
• Year-over-year, fleet productivity 4 increased 6.5%.
• Year-to-date net cash provided by operating activities of $4.934 billion; free
cash flow 3 of $1.421 billion, including gross payments for purchases of rental
equipment of $4.339 billion.
• Year-to-date gross rental capital expenditures of $4.746 billion.
• Returned $1.496 billion to shareholders year-to-date, comprised of $1.125
billion via share repurchases and $371 million via dividends paid.
• Net leverage ratio 5 of 1.8x, with total liquidity 5 of $2.615 billion, at
September 30, 2026.
CEO Comment
Matthew Flannery, chief executive officer of United Rentals, said, “I’m very
pleased with our third-quarter results, which are a testament to our strategy,
our team’s dedication to our customers, and the unmatched breadth and scale of
our premier offering. We continued to lean into growth across both our general
rentals and specialty businesses with the momentum from the first half of the
year carrying through the quarter.”
Flannery continued, “As we look ahead, we believe we are uniquely positioned to
outperform the industry through our broad footprint, unmatched one-stop-shop
offering, exceptional levels of service, leading technology and unwavering
commitment to safety. Our raised guidance reflects this, and is supported by our
customers’ confidence, their backlogs, and the momentum we see across large
projects. I am very proud of the company we continue to build, underpinned by a
well-proven strategy of supporting our customers while also driving profitable
growth and strong through-cycle free cash flow generation. Combined with prudent
capital allocation, this will continue to deliver compelling long-term value for
our shareholders.”
_______________
1. Rental revenue includes owned equipment rental revenue, re-rent revenue and
ancillary revenue.
2. Net income margin and adjusted EBITDA margin represent net income or adjusted
EBITDA divided by total revenue.
3. Adjusted EBITDA (earnings before interest, taxes, depreciation and
amortization), adjusted EPS (earnings per share) and free cash flow are non-GAAP
financial measures as defined in the tables below. See the tables below for
reconciliations to the most comparable GAAP measures.
4. Fleet productivity reflects the combined impact of changes in rental rates,
time utilization and mix on owned equipment rental revenue.
5. The net leverage ratio reflects net debt (total debt less cash and cash
equivalents) divided by adjusted EBITDA for the trailing 12 months. Total
liquidity reflects cash and cash equivalents plus availability under the asset-
based revolving credit facility (“ABL facility”) and the accounts receivable
securitization facility.
2026 Outlook
The company has raised its 2026 outlook, as reflected below.
Current Outlook Prior Outlook
Total revenue $18.0 billion to $18.2 $17.5 billion to $17.8
billion billion
Adjusted EBITDA6 $8.3 billion to $8.4 $7.975 billion to
billion $8.125 billion
$3.75 billion to $4.05 $3.4 billion to $3.8
Net rental capital billion, after gross billion, after gross
expenditures after purchases of $5.2 purchases of $4.85
gross purchases billion to $5.5 billion billion to $5.25
billion
Net cash provided by $6.25 billion to $6.85 $5.85 billion to $6.65
operating billion billion
activities
Free cash flow
excluding $2.15 billion to $2.45 $2.15 billion to $2.45
restructuring billion billion
related payments7
Summary of Third Quarter 2026 Financial Results
•
Rental revenue
increased 17.8% year-over-year, to a quarterly record of $4.316 billion,
primarily due to a 7.9% increase in average original equipment at cost (“OEC”),
strong demand as reflected in a 6.5% increase in fleet productivity, and a 4.9%
contribution from ancillary and re-rent revenue.
•
Used equipment sales
in the quarter increased 4.5% year-over-year. Used equipment sales generated
$348 million of proceeds at a GAAP gross margin of 44.8% and an adjusted gross
margin 8 of 46.3%, compared to a GAAP gross margin of 44.1% and an adjusted
gross margin of 45.9% for the same period last year. The company realized a
51.4% OEC recovery rate on the fleet sold in the third quarter of 2026.
•
Net income
for the quarter increased 31.2% year-over-year to a third quarter record of $920
million, while net income margin increased 220 basis points to 18.8%, primarily
due to increased rental gross margin. The increase in rental gross margin
primarily reflected, for both the general rentals and specialty rentals
segments, the impact of efficiencies in depreciation, labor and benefits,
repairs and maintenance, and delivery expenses, partially offset by the impact
of changes in revenue mix driven by growth in lower-margin ancillary and re-rent
revenues.
•
Adjusted EBITDA
for the quarter increased 19.8% year-over-year to a quarterly record of $2.331
billion, while adjusted EBITDA margin increased 160 basis points to 47.6%,
primarily reflecting increased rental gross margin (excluding depreciation and
stock compensation expense), a reduction in selling, general and administrative
("SG&A") expenses as a percentage of revenue, and an increase in the proportion
of revenue from equipment rentals. The increase in rental gross margin is
discussed above (the discussion above includes depreciation, while, on the
adjusted EBITDA basis, rental gross margin excludes depreciation).
•
General rentals segment
rental revenue increased 8.8% year-over-year to a quarterly record of $2.612
billion, while rental gross margin increased by 170 basis points year-over-year
to 38.4%, primarily due to the drivers discussed above.
•
Specialty rentals segment
rental revenue increased 34.7% year-over-year to a quarterly record of $1.704
billion. Rental gross margin increased by 250 basis points year-over-year to
47.6%, primarily due to the drivers discussed above.
_______________
6. Information reconciling forward-looking adjusted EBITDA to the comparable
GAAP financial measures is unavailable to the company without unreasonable
effort, as discussed below.
7. Free cash flow excludes restructuring related payments, which cannot be
reasonably predicted for the 2026 outlook. Restructuring related payments were
$27 million for the nine months ended September 30, 2026.
8. Used equipment sales adjusted gross margin is a non-GAAP financial measure
that excludes the impact ($5 million and $6 million for the three months ended
September 30, 2026 and 2025, respectively) of the fair value mark-up of fleet
acquired in certain major acquisitions that was subsequently sold. This
adjustment is explained further in the tables below, and represents the only
difference between the GAAP gross margin and the adjusted gross margin.
2
•
Cash flow
from operating activities increased 25.4% to $4.934 billion, and free cash flow,
including restructuring related payments, increased 19.2% to $1.421 billion,
year-over-year, for the first nine months of 2026.
•
Capital management.
The company’s net leverage ratio was 1.8x at September 30, 2026, as compared to
1.9x at December 31, 2025. During the nine months ended September 30, 2026, the
company completed its prior $2.0 billion share repurchase 9 program, and
commenced its new $5.0 billion share repurchase program. During the nine months
ended September 30, 2026, the company repurchased $1.125 billion of common stock
under these programs, and paid dividends totaling $371 million. The company
expects to complete $1.5 billion of share repurchases in 2026. Additionally, the
company’s Board of Directors has declared a quarterly dividend of $1.97 per
share, payable on November 25, 2026 to stockholders of record on November 11,
2026.
•
Total liquidity
was $2.615 billion as of September 30, 2026, including $153 million of cash and
cash equivalents.
•
Return on invested capital (ROIC)
10
was 12.3% for the 12 months ended September 30, 2026.
Conference Call
United Rentals will hold a conference call tomorrow, Thursday, October 22, 2026,
at 8:30 a.m. Eastern Time. The conference call number is 800-791-4799
(international: 785-424-1631). The replay number for the call is 402-220-0687.
The passcode for both the conference call and the replay is 31810. The
conference call will also be available live by audio webcast at
unitedrentals.com, where it will be archived until the next earnings call.
_______________
9. A 1% excise tax is imposed on “net repurchases” (certain purchases minus
certain issuances) of common stock. All references to share repurchases above do
not include the excise tax, which totaled $10 million year-to-date through
September 30, 2026.
10. The company’s ROIC metric uses after-tax operating income for the trailing
12 months divided by average stockholders’ equity, 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 corporate statutory
tax rate of 21% was used to calculate after-tax operating income.
3
Non-GAAP Financial Measures
Free cash flow, earnings before interest, taxes, depreciation and amortization
(EBITDA), adjusted EBITDA, adjusted earnings per share (adjusted EPS) and used
equipment sales adjusted gross margin are non-GAAP financial measures as defined
under the rules of the SEC. Free cash flow represents 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. 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.
Adjusted EPS represents EPS plus the sum of the restructuring charges, the
impact on depreciation related to acquired fleet and property and equipment, the
impact of the fair value mark-up of acquired fleet, merger related intangible
asset amortization, asset impairment charge and debt related losses. Used
equipment sales adjusted gross margin excludes the impact of the fair value
mark-up of fleet acquired in certain major acquisitions that was subsequently
sold (this adjustment is explained further in the adjusted EPS and
EBITDA/adjusted EBITDA tables below). The company believes that: (i) free cash
flow provides useful additional information concerning cash flow available to
meet future debt service obligations and working capital requirements; (ii)
EBITDA and adjusted EBITDA provide useful information about operating
performance and period-over-period growth, and help investors gain an
understanding of the factors and trends affecting our ongoing cash earnings,
from which capital investments are made and debt is serviced; (iii) adjusted EPS
provides useful information concerning future profitability; and (iv) used
equipment sales adjusted gross margin provides information that is useful for
evaluating the profitability of used equipment sales without regard to potential
distortions. However, none of these measures should be considered as
alternatives to net income, cash flows from operating activities, earnings per
share or GAAP gross margin from used equipment sales under GAAP as indicators of
operating performance or liquidity. See the tables below for further discussion
of these non-GAAP financial measures.
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 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. The company provides an adjusted EBITDA forecast
because it believes that adjusted EBITDA, when viewed with the company’s results
under GAAP, provides useful information for the reasons noted above. However,
adjusted EBITDA is not a measure of financial performance or liquidity under
GAAP and, accordingly, should not be considered as an alternative to net income
or cash flow from operating activities as an indicator of operating performance
or liquidity.
About United Rentals
United Rentals, Inc. is the largest equipment rental company in the world. The
company has an integrated network of 1,686 rental locations in North America, 44
in Europe, 47 in Australia and 18 in New Zealand. In North America, the company
operates in 49 states and every Canadian province. The company’s approximately
28,600 employees serve construction and industrial customers, utilities,
municipalities, homeowners and others. The company offers a fleet of equipment
for rent with a total original cost of $24.77 billion. United Rentals is a
member of the Standard & Poor’s 500 Index, the Barron’s 400 Index and the
Russell 3000 Index® and is headquartered in Stamford, Conn. Additional
information about United Rentals is available at unitedrentals.com.
4
Forward-Looking Statements
This press release contains 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 or outlook. You
are cautioned that our business and operations are subject to a variety of risks
and uncertainties, many of which are beyond our control, and, consequently, our
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 customer demand 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 or disruption
in government spending, including as a result of a government shutdown; (7)
trends in oil and natural gas, including significant fluctuations in the prices
of oil or natural gas, which can 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 a significant amount of cash 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 share 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; (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 to our information technology
systems; (27) risks related to our ability to respond adequately to changes in
technology and customer demands; (28) risks related to the use of artificial
intelligence, and challenges with properly managing such use; (29) risks related
to severe weather events and other natural occurrences, and climate change
regulation; (30) risks related to our aspirational sustainability and safety
goals, including our greenhouse gas intensity reduction goal; (31) risks related
to evolving requirements, expectations and perspectives from regulators and
stakeholders on environmental, social and sustainability-related topics, and our
ability to meet these requirements and expectations; (32) 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; (33) shortfalls in our insurance coverage or inability to obtain
coverage on reasonable terms or at all; (34) increases in our loss reserves to
address business operations or other claims and any claims that exceed our
established levels of reserves; (35) the outcome or other potential consequences
of litigation, regulatory and investigatory matters; (36) incurrence of expenses
(including indemnification obligations) and other costs in connection with
litigation, regulatory and investigatory matters; (37) risks related to, and the
costs of complying with, environmental and safety laws and regulations; (38)
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; (39) 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; (40) the effect of changes in tax law; and (41) other factors
described in our Annual Report on Form 10-K and in our other filings with the
SEC .
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, 2025, 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.
5
# # #
Contact:
Elizabeth Grenfell
Vice President, Investor Relations
O: (203) 618-7125
investors@ur.com
6
UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In millions, except per share amounts)
Three Nine
Months Months
Ended Ended
Septem… Septemb…
30, 30,
Revenu… 2026 2025 2026 2025
──────────────────────────────────────────────────────────────────────────────
Equipm… $ 4,316 $ 3,665 $ 11,584 $ 10,225
rentals
Sales
of 348 333 1,028 1,027
rental
equipm…
Sales
of new 84 95 254 240
equipm…
Contra…
suppli… 47 43 131 120
sales
Service
and 98 93 291 279
other
revenu…
Total 4,893 4,229 13,288 11,891
revenu…
Cost of
revenu…
Cost of
equipm…
rental… 1,760 1,530 4,896 4,351
exclud…
deprec…
Deprec…
of 742 684 2,127 1,972
rental
equipm…
Cost of
rental 192 186 558 567
equipm…
sales
Cost of
new 66 75 204 192
equipm…
sales
Cost of
contra… 29 32 87 86
suppli…
sales
Cost of
service
and 58 57 169 169
other
revenu…
Total
cost of 2,847 2,564 8,041 7,337
revenu…
Gross 2,046 1,665 5,247 4,554
profit
Sellin…
general
and 511 442 1,424 1,301
admini…
expens…
(1)
Restru… 15 — 66 1
charge
Non-re…
deprec… 111 109 341 331
and
amorti…
Operat… 1,409 1,114 3,416 2,921
income
Intere…
expens… 184 178 538 533
net (1)
Other
income, -6 -1 -61 -76
net (1)
Income
before
provis… 1,231 937 2,939 2,464
for
income
taxes
Provis…
for 311 236 735 623
income
taxes
Net
income $ 920 $ 701 $ 2,204 $ 1,841
(1)
Diluted
earnin…
per $ 14.77 $ 10.91 $ 35.19 $ 28.37
share
(1)
Divide…
declar… $ 1.97 $ 1.79 $ 5.91 $ 5.37
per
share
(1) The nine months ended September 30, 2026 include gains primarily associated
with the sale of part of our scaffolding business. The impact of the business
sales was a pre-tax gain of $53 million, which is primarily reflected in other
income, net, and an after-tax gain of $39 million, or $0.63 per diluted share.
The nine months ended September 30, 2025 include the impact of the merger
termination benefit associated with the termination of the H&E Equipment
Services, Inc. d/b/a H&E Rentals (“H&E”) merger agreement. For further
information on this merger termination benefit, see the company’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2026 filed with the SEC.
7
UNITED RENTALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In millions)
September 30, 2026 December 31, 2025
──────────────────────────────────────────────────────────────────────────────
ASSETS
Cash and cash equivalents $ 153 $ 459
Accounts receivable, net 3,096 2,510
Inventory 313 240
Prepaid expenses and other 423 399
assets
Total current assets 3,985 3,608
Rental equipment, net 18,363 16,069
Property and equipment, net 1,154 1,134
Goodwill 7,261 7,119
Other intangible assets, 507 477
net
Operating lease 1,454 1,395
right-of-use assets
Other long-term assets 61 64
Total assets $ 32,785 $ 29,866
LIABILITIES AND
STOCKHOLDERS’ EQUITY
Short-term debt and current
maturities $ 1,607 $ 1,577
of long-term debt
Accounts payable 1,686 776
Accrued expenses and other 1,713 1,466
liabilities
Total current liabilities 5,006 3,819
Long-term debt 13,064 12,652
Deferred taxes 3,594 3,115
Operating lease liabilities 1,196 1,124
Other long-term liabilities 230 188
Total liabilities 23,090 20,898
Common stock 1 1
Additional paid-in capital 2,846 2,769
Retained earnings 17,676 15,843
Treasury stock -10,531 -9,396
Accumulated other -297 -249
comprehensive loss
Total stockholders’ equity 9,695 8,968
Total liabilities and
stockholders’ $ 32,785 $ 29,866
equity
8
UNITED RENTALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In millions)
Three Nine
Cash Months Months
Flows Ended Ended
From Septem… Septem…
Opera… 30, 30,
Activ… 2026 2025 2026 2025
──────────────────────────────────────────────────────────────────────────────
Net $ 920 $ 701 $ 2,204 $ 1,841
income
Adjus…
to
recon…
net
income
to
net
cash
provi…
by
opera…
activ…
Depre…
and 853 793 2,468 2,303
amort…
Amort…
of
defer…
finan…
costs 5 3 13 11
and
origi…
issue
disco…
Gain
on
sales -156 -147 -470 -460
of
rental
equip…
Gain
on
sales -3 -5 -10 -15
of
non-r…
equip…
Gain
on
sale -4 — -53 —
of
busin…
(1)
Insur…
proce…
from -11 -13 -34 -36
damag…
equip…
Stock
compe… 43 32 122 102
expen…
net
Restr… 15 — 66 1
charge
Debt
relat… — 2 — 15
activ…
(2)
Incre…
in 268 297 488 259
defer…
taxes
Chang…
in
opera…
assets
and
liabi…
net of
amoun…
acqui…
Incre…
in -296 -213 -568 -208
accou…
recei…
(Incr…
decre… -17 8 -71 -33
in
inven…
Decre…
(incr…
in
prepa… -14 -88 16 -202
expen…
and
other
assets
(Decr…
incre…
in -116 -191 507 338
accou…
payab…
Incre…
in
accru…
expen… 142 2 256 18
and
other
liabi…
Net
cash
provi… 1,629 1,181 4,934 3,934
by
opera…
activ…
Cash
Flows
From
Inves…
Activ…
Payme…
for
purch… -1,619 -1,455 -4,339 -3,576
of
rental
equip…
Payme…
for
purch…
of
non-r… -115 -91 -280 -273
equip…
and
intan…
assets
Proce…
from
sales 348 333 1,028 1,027
of
rental
equip…
Proce…
from
sales 18 13 44 44
of
non-r…
equip…
Proce…
from
sale 10 — 92 —
of
busin…
(1)
Insur…
proce…
from 11 13 34 36
damag…
equip…
Purch…
of
other
compa… -127 -6 -527 -22
net of
cash
acqui…
Purch…
of -4 -1 -4 -2
inves…
Proce…
from
sales — — 3 —
of
inves…
Net
cash
used -1,478 -1,194 -3,949 -2,766
in
inves…
activ…
Cash
Flows
From
Finan…
Activ…
Proce…
from 2,888 2,638 7,391 7,467
debt
Payme…
of -2,500 -1,910 -7,094 -6,862
debt
Payme…
of — — -18 -23
conti…
consi…
Payme…
of
finan…
and
other — -9 -1 -23
debt
relat…
costs
(2)
Common
stock
repur…
inclu…
tax -375 -618 -1,191 -1,338
withh…
for
share…
compe…
(3)
Divid… -123 -115 -371 -350
paid
Net
cash
used -110 -14 -1,284 -1,129
in
finan…
activ…
Effect
of
forei… — -9 -7 16
excha…
rates
Net
incre…
(decr…
in 41 -36 -306 55
cash
and
cash
equiv…
Cash
and
cash
equiv… 112 548 459 457
at
begin…
of
period
Cash
and
cash
equiv… $ 153 $ 512 $ 153 $ 512
at end
of
period
Suppl…
discl…
of
cash
flow
infor…
Cash
paid
for $ 70 $ 34 $ 228 $ 574
income
taxes,
net
Cash
paid 199 227 541 566
for
inter…
9
(1) See above for a discussion of the gains recognized upon the sale of part of
our business in the nine months ended September 30, 2026.
(2) The amounts for the nine months ended September 30, 2025 primarily reflect
bridge financing fees associated with the terminated H&E acquisition.
(3) The common stock repurchases include 1) shares repurchased pursuant to our
share repurchase programs and 2) shares withheld to satisfy tax withholding
obligations upon the vesting of restricted stock unit awards.
10
UNITED RENTALS, INC.
RENTAL REVENUE
Fleet productivity is a comprehensive metric that provides insight into the
decisions made by our managers in support of growth and returns. Specifically,
we seek to optimize the interplay of rental rates, time utilization and mix in
driving rental revenue. Fleet productivity aggregates, in one metric, the impact
of changes in rates, utilization and mix on owned equipment rental revenue.
We believe that this metric is useful in assessing the effectiveness of our
decisions on rates, time utilization and mix, particularly as they support the
creation of shareholder value. The table below shows the components of the year-
over-year change in rental revenue using the fleet productivity methodology:
Three
Months Contribut…
Ended from
September ancillary
30, 2026 Year-ove… Assumed and Total
Nine change in year-over… Fleet re-rent change in
Months average inflation producti… revenue rental
Ended OEC impact (1) (2) (3) revenue
September 7.9% (1.5)% 6.5% 4.9% 17.8%
30, 2026 6.9% (1.5)% 4.2% 3.7% 13.3%
──────────────────────────────────────────────────────────────────────────────
Please refer to our Third Quarter 2026 Investor Presentation for additional
detail on fleet productivity.
(1) Reflects the estimated impact of inflation on the revenue productivity of
fleet based on OEC, which is recorded at cost.
(2) Reflects the combined impact of changes in rental rates, time utilization
and mix on owned equipment rental revenue. Changes in customers, fleet,
geographies and segments all contribute to changes in mix.
(3) Reflects the combined impact of changes in other types of equipment rental
revenue: ancillary and re-rent (excludes owned equipment rental revenue).
11
UNITED RENTALS, INC.
SEGMENT PERFORMANCE
($ in millions)
Three Nine
Months Months
Ended Ended
September Septemb…
30, 30,
2026 2025 Change 2026 2025 Change
General
Rentals
Report…
segment
equipm… $2,612 $2,400 8.8% $7,259 $6,767 7.3%
rentals
revenue
Report…
segment
equipm… 1,003 881 13.8% 2,621 2,356 11.2%
rentals
gross
profit
Report…
segment
equipm… 38.4% 36.7% 170 bps 36.1% 34.8% 130 bps
rentals
gross
margin
Specia…
Report…
segment
equipm… $1,704 $1,265 34.7% $4,325 $3,458 25.1%
rentals
revenue
Report…
segment
equipm… 811 570 42.3% 1,940 1,546 25.5%
rentals
gross
profit
Report…
segment
equipm… 47.6% 45.1% 250 bps 44.9% 44.7% 20 bps
rentals
gross
margin
Total
United
Rentals
Total
equipm… $4,316 $3,665 17.8% $11,584 $10,225 13.3%
rentals
revenue
Total
equipm…
rentals 1,814 1,451 25.0% 4,561 3,902 16.9%
gross
profit
Total
equipm…
rentals 42.0% 39.6% 240 bps 39.4% 38.2% 120 bps
gross
margin
UNITED RENTALS, INC.
DILUTED EARNINGS PER SHARE CALCULATION
(In millions, except per share data)
Three Nine
Months Months
Ended Ended
September Septemb…
30, 30,
Numera… 2026 2025 2026 2025
──────────────────────────────────────────────────────────────────────────────
Net
income
availa…
to $ 920 $ 701 $ 2,204 $ 1,841
common
stockh…
(1)
Denomi…
Denomi…
for
basic
earnin… 62.2 64.2 62.5 64.8
per
share—…
common
shares
Effect
of
diluti…
securi…
Employ…
stock — — — —
options
Restri…
stock 0.1 0.1 0.1 0.1
units
Denomi…
for
diluted
earnin…
per 62.3 64.3 62.6 64.9
share—…
weight…
common
shares
Diluted
earnin…
per $ 14.77 $ 10.91 $ 35.19 $ 28.37
share
(1)
(1) For the nine months ended September 30, 2026, the impact of the gain on sale
of business that is discussed above was a net after-tax benefit of $39 million,
or $0.63 per diluted share. For the nine months ended September 30, 2025, the
impact of the merger termination benefit associated with the terminated H&E
acquisition was a net after-tax benefit of $29 million, or $0.45 per diluted
share.
12
UNITED RENTALS, INC.
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 Nine Months
Ended Ended
September 30, September 30,
2026 2025 2026 2025
Earnings per
share - GAAP, $14.77 $10.91 $35.19 $28.37
as-reported
(1)
After-tax (2)
impact of:
Merger related
intangible
asset 0.37 0.45 1.17 1.46
amortization
(3)
Impact on
depreciation
related to
acquired fleet 0.18 0.27 0.66 0.85
and property
and
equipment (4)
Impact of the
fair value
mark-up of 0.05 0.07 0.15 0.28
acquired fleet
(5)
Restructuring 0.18 -0.01 0.79 0.01
charge (6)
Asset
impairment — — 0.02 0.03
charge (7)
Debt related — 0.01 — 0.01
losses
Earnings per
share - $15.55 $11.70 $37.98 $31.01
adjusted (1)
Tax rate
applied to
above 25.2% 25.2% 25.1% 25.2%
adjustments
(2)
(1) For the nine months ended September 30, 2026, the impact of the gain on sale
of business that is discussed above was a net benefit of $0.63 per diluted
share. For the nine months ended September 30, 2025, the impact of the merger
termination benefit associated with the terminated H&E acquisition 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 additional 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 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 $450 million. In the fourth quarter of 2025, we
initiated a restructuring program associated with the consolidation of certain
common functions and certain other cost reduction measures, and the charges
above were primarily recognized under this program.
(7) Reflects write-offs of leasehold improvements and other fixed assets.
13
UNITED RENTALS, INC.
EBITDA AND ADJUSTED EBITDA GAAP RECONCILIATIONS
($ in millions, except footnotes)
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 capital
investments are made and debt is serviced.
The table below provides a reconciliation between net income and EBITDA and
adjusted EBITDA.
Three Nine
Mont… Mon…
Ended Sept… End… Sept…
2026 30, 2025 2026 30, 2025
──────────────────────────────────────────────────────────────────────────────
Net
inc… $ 920 $ 701 $ 2,204 $ 1,8…
(1)
Pro…
for 311 236 735 623
inc…
tax…
Int…
exp… 184 178 538 533
net
Dep…
of 742 684 2,127 1,9…
ren…
equ…
Non…
dep… 111 109 341 331
and
amo…
EBI… $ 2,268 $ 1,908 $ 5,945 $ 5,3…
Res…
cha… 15 — 66 1
(2)
Sto…
com…
exp… 43 32 122 102
net
(3)
Imp…
of
the
fair
val… 5 6 13 24
mar…
of
acq…
fle…
(4)
Adj…
EBI… $ 2,331 $ 1,946 $ 6,146 $ 5,4…
(1)
Net
inc… 18.8 % 16.6 % 16.6 % 15.5 %
mar…
Adj…
EBI… 47.6 % 46.0 % 46.3 % 45.6 %
mar…
(1) For the nine months ended September 30, 2026, the impact of the gain on sale
of business that is discussed above was a net after-tax benefit of $39 million
for net income and a $53 million benefit for adjusted EBITDA. For the nine
months ended September 30, 2025, the impact of the merger termination benefit
associated with the terminated H&E acquisition 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 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 $450 million. In the fourth quarter of 2025, we
initiated a restructuring program associated with the consolidation of certain
common functions and certain other cost reduction measures, and the charges
above were primarily recognized under this program.
(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.
14
UNITED RENTALS, INC.
EBITDA AND ADJUSTED EBITDA GAAP RECONCILIATIONS (continued)
(In millions, except footnotes)
The table below provides a reconciliation between net cash provided by operating
activities and EBITDA and adjusted EBITDA.
Three Nine
Months Months
Ended Septem… Ended Septem…
2026 30, 2025 2026 30, 2025
──────────────────────────────────────────────────────────────────────────────
Net
cash
provi… $ 1,629 $ 1,181 $ 4,934 $ 3,934
by
opera…
activ…
Adjus…
for
items
inclu…
in net
cash
provi…
by
opera…
activ…
but
exclu…
from
the
calcu…
of
EBITD…
Amort…
of
defer…
finan…
costs -5 -3 -13 -11
and
origi…
issue
disco…
Gain
on
sales 156 147 470 460
of
rental
equip…
Gain
on
sales 3 5 10 15
of
non-r…
equip…
Gain
on
sale 4 — 53 —
of
busin…
(1)
Insur…
proce…
from 11 13 34 36
damag…
equip…
Restr…
charge -15 — -66 -1
(2)
Stock
compe…
expen… -43 -32 -122 -102
net
(3)
Debt
relat… — -2 — -15
activ…
(4)
Chang…
in
assets 259 338 -124 -156
and
liabi…
Cash
paid 199 227 541 566
for
inter…
Cash
paid
for 70 34 228 574
income
taxes,
net
EBITDA $ 2,268 $ 1,908 $ 5,945 $ 5,300
Add
back:
Restr…
charge 15 — 66 1
(2)
Stock
compe…
expen… 43 32 122 102
net
(3)
Impact
of the
fair
value
mark-… 5 6 13 24
of
acqui…
fleet
(5)
Adjus…
EBITDA $ 2,331 $ 1,946 $ 6,146 $ 5,427
(1)
(1) For the nine months ended September 30, 2026, the impact of the gain on sale
of business that is discussed above was a $53 million benefit for adjusted
EBITDA. For the nine months ended September 30, 2025, the impact of the merger
termination benefit associated with the terminated H&E acquisition was 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 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 $450 million. In the fourth quarter of 2025, we
initiated a restructuring program associated with the consolidation of certain
common functions and certain other cost reduction measures, and the charges
above were primarily recognized under this program.
(3) Represents non-cash, share-based payments associated with the granting of
equity instruments.
(4) The amount for the nine months ended September 30, 2025 primarily reflects
bridge financing fees associated with the terminated H&E acquisition.
(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.
15
UNITED RENTALS, INC.
FREE CASH FLOW GAAP RECONCILIATION
(In millions, except footnotes)
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 Nine
Months Months
Ended Septe… Ended Septe…
2026 30, 2025 2026 30, 2025
──────────────────────────────────────────────────────────────────────────────
Net
cash
provi… $ 1,629 $ 1,181 $ 4,934 $ 3,934
by
opera…
activ…
Payme…
for
purch… -1,619 -1,455 -4,339 -3,576
of
rental
equip…
Payme…
for
purch…
of
non-r… -115 -91 -280 -273
equip…
and
intan…
assets
Proce…
from
sales 348 333 1,028 1,027
of
rental
equip…
Proce…
from
sales 18 13 44 44
of
non-r…
equip…
Insur…
proce…
from 11 13 34 36
damag…
equip…
Free
cash $ 272 $ -6 $ 1,421 $ 1,192
flow
(1)
(1) Free cash flow included restructuring related payments of $7 million and $1
million for the three months ended September 30, 2026 and 2025, respectively,
and $27 million and $4 million for the nine months ended September 30, 2026 and
2025, respectively.
The table below provides a reconciliation between 2026 forecasted net cash
provided by operating activities and free cash flow.
Net cash provided by operating activities $6,250-$6,850
Payments for purchases of rental equipment $(5,150)-$(5,550)
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 $(300)-$(400)
insurance proceeds from damaged equipment
Free cash flow excluding restructuring related $2,150- $2,450
payments
16