What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-01-29 compared with 2024-01-24 · 128 added, 163 removed, 499 unchanged (37% of the section changed)

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Global Economic Conditions

Our operations are impacted by global economic conditions, including inflation, increased interest rates and supply chain constraints, and we take actions to modify our plans to address such economic conditions.

Our operations are impacted by global economic conditions, including inflation, tariffs, interest rate fluctuations and supply chain constraints, and we take actions to modify our plans to address such economic conditions.

In 2022, for example, we intentionally held back on sales of rental equipment to ensure we had sufficient rental capacity for our customers.

To date, our supply chain disruptions have been limited, but we may experience more severe supply chain disruptions in the future.

Interest rates on our debt instruments have increased recently.

For example, in November 2022, URNA issued $1.5 billion aggregate principal amount of senior secured notes at a 6 percent interest rate, while URNA's immediately prior issuance in August 2021 of $750 aggregate principal amount of senior unsecured notes was at a 3 ¾ percent interest rate.

To date, the impact from supply chain disruptions has been limited, but we may experience more severe supply chain disruptions in the future.

Interest rates on our debt instruments have increased in recent years.

For example, in March 2024, United Rentals (North America), Inc.

(“URNA”) issued $1.1 billion aggregate principal amount of senior unsecured notes at a 6 1 / 8 percent interest rate, while URNA's issuance in August 2021 of $750 aggregate principal amount of senior unsecured notes was at a 3 ¾ percent interest rate.

Additionally, the weighted average interest rates on our variable debt instruments were 6.3 percent in 2024 and 1.4 percent in 2021.

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The most significant cost increases that are passed on to customers are for fuel and delivery, and there are other costs for which the pass through to customers is less direct, such as repairs and maintenance, and labor.

The impact of inflation and increased interest rates may continue to be significant in the future.

We also continue to monitor any developments relating to the coronavirus (“COVID-19”).

The health and safety of our employees and customers has been, and remains, our top priority, and we also implemented a detailed COVID-19 response plan, which we believe helped mitigate the impact of COVID-19 on our results.

The COVID-19 impact on our business was most pronounced in 2020, and activity across our end-markets began to recover in 2021.

Our Annual Report on Form 10-K for the year ended December 31, 2020 and our Quarterly Reports on Form 10-Q filed in 2021 and 2020 include detailed disclosures addressing the COVID-19 impact on our business.

We continue to assess the economic environment in which we operate and any developments relating to COVID-19, and take appropriate actions to address the economic and other challenges we face.

Tariffs could result in the costs we incur being more than anticipated.

The impact of inflation, tariffs and interest rate fluctuations may be significant in the future.

We continue to assess the economic environment in which we operate and take appropriate actions to address the economic challenges we face.

Business-Industry Overview and Economic Outlook” for a discussion of our end-markets, and Item 1A- Risk Factors for further discussion of the risks related to us and our business.

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We are the largest equipment rental company in the world, with an integrated network of 1,686 rental locations.

We primarily operate in the United States and Canada, and have a limited presence in Europe, Australia and New Zealand (see Item 2—Properties for further detail).

We primarily operate in the United States and Canada, and have a smaller presence in Europe, Australia and New Zealand (see Item 2—Properties for further detail).

Although the equipment rental industry is highly fragmented and diverse, we believe that we are well positioned to take advantage of this environment because, as a larger company, we have more extensive resources and certain competitive advantages.

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Our size also gives us greater purchasing power, the ability to provide customers with a broader range of equipment and services, the ability to provide customers with equipment that is more consistently well-maintained and therefore more productive and reliable, and the ability to enhance the earning potential of our assets by transferring equipment among branches to satisfy customer needs.

We offer approximately 4,800 classes of equipment for rent to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities.

We offer our equipment for rent to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities.

Our revenues are derived from the following sources:

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In 2024, equipment rental revenues represented 85 percent of our total revenues.

For the past several years, as we continued to manage the impact of COVID-19, we executed a strategy focused on improving the profitability of our core equipment rental business through revenue growth, margin expansion and operational efficiencies.

For the past several years, we have executed a strategy focused on improving the profitability of our core equipment rental business through revenue growth, margin expansion and operational efficiencies.

In particular, we have focused on customer segmentation, customer service differentiation, rate management, fleet management and operational efficiency.

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• The continued expansion and cross-selling of adjacent specialty and services products, which enables us to provide a “one-stop” shop for our customers .

We believe that the expansion of our specialty business, as exhibited by our acquisition of General Finance Corporation (“General Finance”) in May 2021, as well as our tools and onsite services offerings, will further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings;

• The pursuit of strategic acquisitions to continue to expand our core equipment rental business, as exhibited by our recently completed acquisition of assets of Ahern Rentals, Inc.

("Ahern Rentals"), which is discussed in note 4 to the consolidated financial statements.

We believe that the expansion of our specialty business, as exhibited by our acquisition of Yak Access, LLC, Yak Mat, LLC and New South Access & Environmental Solutions, LLC (collectively, “Yak”) in March 2024, which is discussed in note 4 to the consolidated financial statements, as well as our tools and onsite services offerings, further positions United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings;

• The pursuit of strategic acquisitions to continue to expand our core equipment rental business, as exhibited by our acquisition of assets of Ahern Rentals, Inc.

(“Ahern Rentals”) in December 2022, as well as the pending acquisition of H&E Equipment Services, Inc.

d/b/a H&E Rentals (“H&E”) that is discussed below, which is expected to close in the first quarter of 2025.

Strategic acquisitions allow us to invest our capital to expand our business, further driving our ability to accomplish our strategic goals.

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For the full year 2024:

• Equipment rentals increased 19.3 percent year-over-year, including the impact of the Ahern Rentals acquisition that was completed in December 2022, which is discussed in note 4 to the consolidated financial statements.

On a pro forma basis including the standalone, pre-acquisition results of Ahern Rentals, equipment rentals increased 11.3 percent year-over-year;

• Average OEC increased 21.9 percent year-over-year, including the impact of the Ahern Rentals acquisitions.

On the pro forma basis, average OEC increased 10.4 percent year-over-year;

• Fleet productivity decreased 0.7 percent.

On the pro forma basis, fleet productivity increased 2.8 percent;

• Equipment rentals increased 8.0 percent year-over-year, including the impact of the Yak acquisition that is discussed in note 4 to the consolidated financial statements;

• Average OEC increased 3.5 percent year-over-year;

• Fleet productivity increased 4.1 percent including the impact of the Yak acquisition, and increased 2.7 percent excluding the impact of the Yak acquisition;

• 68 percent of equipment rental revenue was derived from key accounts.

Key accounts are each managed by a single point of contact to enhance customer service.

Pending Acquisition of H&E

On January 13, 2025, we entered into an Agreement and Plan of Merger (the “H&E Merger Agreement”) that provides for our acquisition of H&E.

Pursuant to the H&E Merger Agreement, we expect to acquire H&E for $92 per share in cash, reflecting a total enterprise value of approximately $4.8 billion, including approximately $1.4 billion of net debt.

H&E provides its customers with a comprehensive mix of high-quality general rental fleet including aerial work platforms, earthmoving equipment, material handling equipment, and other general and specialty lines of equipment.

With approximately $2.9 billion of rental fleet at original cost as of September 30, 2024, H&E serves a diverse mix of customers across both construction and industrial markets through its network of approximately 160 branches in over 30 U.S.

For the 12 months ending September 30, 2024, H&E had revenues of $1.518 billion.

The transaction is subject to customary closing conditions, including a minimum tender of at least one share more than 50 percent of then-outstanding H&E common shares and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

We commenced a tender offer on January 28, 2025 to acquire all of the outstanding shares of H&E common stock for $92 per share in cash.

Following completion of the tender offer, we intend to acquire all remaining shares not tendered in the offer through a second-step merger at the same price as in the tender offer.

The transaction is expected to close in the first quarter of 2025.

Financial Overview

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In 2024, we took the following actions to improve our financial flexibility and liquidity, and to position us to invest the necessary capital in our business (see note 12 to the consolidated financial statements for further discussion of our debt instruments):

• Amended our accounts receivable securitization facility, primarily to increase the size of the facility from $1.1 billion to $1.3 billion.

• Issued $1.1 billion aggregate principal amount of 6 1 / 8 percent Senior Notes due 2034.

The issued debt, together with drawings on our ABL facility, was used to fund the Yak acquisition that is discussed in note 4 to the consolidated financial statements;

• Amended our term loan facility, primarily to extend the maturity date to February 2031 and to increase the facility size to $1.0 billion;

• Amended our accounts receivable securitization facility, primarily to extend the maturity date and to increase the facility size from $1.3 billion to $1.5 billion.

The facility expires in June 2025 and may be extended on a 364-day basis by mutual agreement with the purchasers under the facility.

• Amended and extended our uncommitted repurchase facility, pursuant to which we may obtain short-term financing in an amount up to $100.

The facility expires in June 2024 and may be further extended by the mutual consent of the parties to the repurchase facility agreement.

As of December 31, 2024, we had available liquidity of $2.845 billion, comprised of cash and cash equivalents, and availability under the ABL and accounts receivable securitization facilities.

In October 2022, our Board of Directors authorized a $1.25 billion share repurchase program.

This program was paused through the initial phase of the integration of the Ahern Rentals acquisition, and repurchases began in the first quarter of 2023.

We repurchased $1.00 billion under the program in 2023 and expect to complete the program in the first quarter of 2024.

On January 24, 2024, our Board of Directors authorized a new $1.5 billion share repurchase program.

We plan to begin repurchases under the new program following the planned completion of the existing $1.25 billion share repurchase program in the first quarter of 2024, and intend to purchase $1.25 billion under the new program in 2024 and then complete the program by the end of the first quarter of 2025.

A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances)

of common stock.

In October 2022, our Board of Directors authorized a $1.25 billion share repurchase program, which was completed in the first quarter of 2024.

In January 2024, our Board of Directors authorized a $1.5 billion share repurchase program, and repurchases under this program began in March 2024, following the completion of the $1.25 billion program.

We repurchased $1.25 billion under this program in 2024.

We have paused repurchases under the program due to our pending acquisition of H&E.

As discussed above, on January 13, 2025, we entered into a definitive merger agreement to acquire H&E, which is expected to close in the first quarter of 2025.

We currently intend to complete the share repurchase program;

however, we will re-evaluate the timing over which we expect to do so as we integrate H&E and assess other potential uses of capital.

A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) of common stock.

The repurchases above (as well as the total program sizes) do not include the excise tax, which totaled $13 in 2024.

Our Board of Directors also approved our first-ever quarterly dividend program in January 2023, and the first dividend under the program was paid in February 2023.

We did not pay any dividends prior to 2023, and in 2023, we paid dividends totaling $406 ($5.92 per share, which equates to a quarterly dividend per share of $1.48).

On January 24, 2024, our Board of Directors declared a quarterly dividend of $1.63 per share, payable on February 28, 2024 to stockholders of record on February 14, 2024.

We did not pay any dividends prior to 2023, and in 2024 and 2023, we paid dividends totaling $434 ($6.52 per share) and $406 ($5.92 per share), respectively.

On January 29, 2025, our Board of Directors declared a quarterly dividend of $1.79 per share, payable on February 26, 2025 to stockholders of record as of February 12, 2025.

Net income and diluted earnings per share for each of the three years in the period ended December 31, 2024 are presented below.

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Contribution to net income (after-tax) Impact on diluted earnings per share Contribution to net income (after-tax) Impact on diluted earnings per share Contribution to net income (after-tax) Impact on diluted earnings per share

Merger related costs (1) $ — $ — $ — $ — $ (2) $ (0.03)

Merger related intangible asset amortization (1) $ (143) $ (2.14) $ (160) $ (2.33) $ (126) $ (1.79)

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Asset impairment charge (5) (3) (0.05) — — (2) (0.03)

Loss on repurchase/redemption of debt securities (7) — — (13) (0.18) (22) (0.31)

(1) This reflects transaction costs associated with the General Finance acquisition that was completed in May 2021.

Merger related costs only include costs associated with major acquisitions completed since 2012 that significantly impact our operations (the "major acquisitions," each of which had annual revenues of over $200 prior to acquisition).

(2) This reflects the amortization of the intangible assets acquired in the major acquisitions.

The increase in 2023 primarily reflects the impact of the Ahern Rentals acquisition.

Loss on repurchase/redemption/amendment of debt (6) (1) (0.01) — — (13) (0.18)

(1) This reflects the amortization of the intangible assets acquired in the major acquisitions that significantly impact our operations (the “major acquisitions,” each of which had annual revenues of over $200 prior to acquisition).

(2) This 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.

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(3) This 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 that was subsequently sold.

The increase in 2023 primarily reflects the impact of the Ahern Rentals acquisition.

The year-over-year increase in 2023 and decrease in 2024 primarily reflect the impact of the Ahern Rentals acquisition.

(4) This primarily reflects severance and branch closure charges associated with our restructuring programs.

For additional information on the restructuring charges, which generally involve the closure of a large number of branches over a short period of time, often in periods following a major acquisition, see “Results of Operations-Other costs/(income)-restructuring charges” below.

The increase in 2023 reflects charges associated with a restructuring program initiated following the closing of the Ahern Rentals acquisition.

The amounts above primarily reflect charges associated with a restructuring program initiated following the closing of the Ahern Rentals acquisition.

As of December 31, 2024, there were no open restructuring programs.

(5) This reflects write-offs of leasehold improvements and other fixed assets.

(7) Reflects the difference between the net carrying amount and the total purchase price of the redeemed notes.

For additional information, see "Results of Operations-Other costs/(income)-Interest expense, net" below.

(6) This primarily reflects the difference between the net carrying amount and the total purchase price of the redeemed notes.

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.

Adjusted EBITDA represents EBITDA plus the sum of the restructuring charge, 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.

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EBITDA 6,982 6,627 5,464

Merger related costs (1) — — 3

Restructuring charge (1) 3 28 —

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Insurance proceeds from damaged equipment 51 38 32

Merger related costs (1) — — (3)

Restructuring charge (1) (3) (28) —

Stock compensation expense, net (2) (112) (94) (127)

Loss on repurchase/redemption of debt securities (5) — (17) (30)

Loss on repurchase/redemption/amendment of debt (4) (1) — (17)

Changes in assets and liabilities 121 107 (151)

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EBITDA 6,982 6,627 5,464

Merger related costs (1) — — 3

Restructuring charge (1) 3 28 —

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_________________

(1) This reflects transaction costs associated with the General Finance acquisition that was completed in May 2021.

Merger related costs only include costs associated with major acquisitions completed since 2012 that significantly impact our operations.

(1) This primarily reflects severance and branch closure charges associated with our restructuring programs.

The increase in 2023 reflects charges associated with a restructuring program initiated following the closing of the Ahern Rentals acquisition.

The amounts above primarily reflect charges associated with a restructuring program initiated following the closing of the Ahern Rentals acquisition.

As of December 31, 2024, there were no open restructuring programs.

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The increase in 2023 primarily reflects the impact of the Ahern Rentals acquisition.

The year-over-year increase in 2023 and decrease in 2024 primarily reflect the impact of the Ahern Rentals acquisition.

(4) This primarily reflects the difference between the net carrying amount and the total purchase price of the redeemed notes.

For additional information, see "Results of Operations-Other costs/(income)-Interest expense, net" below.

For the year ended December 31, 2023, net income increased $319, or 15.2 percent, and net income margin decreased 120 basis points to 16.9 percent.

For the year ended December 31, 2023, adjusted EBITDA increased $1.239 billion, or 22.1 percent, and adjusted EBITDA margin decreased 50 basis points to 47.8 percent.

The year-over-year decrease in net income margin primarily reflects the impact of the Ahern Rentals acquisition on gross margins from equipment rentals and sales of rental equipment, increased restructuring charges associated with the Ahern Rentals acquisition, and increased interest expense, partially offset by reductions in selling, general and administrative ("SG&A") and income tax expenses as a percentage of revenue.

Depreciation and repairs and maintenance expenses for the rental equipment acquired in the Ahern Rentals acquisition were higher than for our other rental equipment, which negatively impacted equipment rentals gross margin year-over-year.

In addition to the impact of the Ahern Rentals acquisition, the decreased gross margin from sales of rental equipment reflects the normalization of the used equipment market and the expanded use of wholesale channels.

Net interest expense for the year ended December 31, 2022 included debt redemption losses of $17.

Excluding the impact of these losses, interest expense, net for the year ended December 31, 2023 increased by

48.4 percent year-over-year primarily due to increased average debt, including the debt issued to partially fund the Ahern Rentals acquisition, and higher interest rates (the weighted average interest rates on our variable debt instruments were 6.3 percent in 2023 and 3.3 percent in 2022).

The favorable margin impact of SG&A expense reflects better fixed cost absorption on higher revenue.

While income tax expense increased $90, or 12.9 percent, year-over-year, the effective income tax rate decreased slightly, from 24.9 percent to 24.5 percent.

The decrease in the adjusted EBITDA margin primarily reflects an 80 basis point decrease in equipment rentals gross margin (excluding depreciation and stock compensation expense) and a 470 basis point decrease in gross margin from sales of rental equipment (excluding the adjustment reflected in the table above for the impact of the fair value mark-up of acquired fleet), partially offset by reduced SG&A expense as a percentage of revenue.

The decreased gross margin from equipment rentals (excluding depreciation and stock compensation expense) primarily reflects the impact of the Ahern Rentals acquisition (in particular, repairs and maintenance expense for the rental equipment acquired in the Ahern Rentals acquisition was higher than for our other rental equipment, which negatively impacted equipment rentals gross margin year-over-year).

The decreased gross margin from sales of rental equipment (excluding the adjustment for the impact of the fair value mark-up of acquired fleet) primarily reflects the normalization of the used equipment market, the expanded use of wholesale channels, and the impact of the Ahern Rentals acquisition.

The favorable margin impact of SG&A expense reflects better fixed cost absorption on higher revenue.

For the year ended December 31, 2024, year-over-year, net income increased $151, or 6.2 percent, and net income margin decreased 10 basis points to 16.8 percent (because net income margin did not change significantly year-over-year, further explanation of the change is not included herein).

For the year ended December 31, 2024, year-over-year, adjusted EBITDA increased $303, or 4.4 percent, and adjusted EBITDA margin decreased 110 basis points to 46.7 percent.

The year-over-year decrease in the adjusted EBITDA margin primarily reflects a 50 basis point decrease in equipment rentals gross margin (excluding depreciation and stock compensation expense) and a 600 basis point decrease in gross margin from sales of rental equipment (excluding the adjustment reflected in the table above for the impact of the fair value mark-up of acquired fleet).

The decreased gross margin from equipment rentals (excluding depreciation and stock compensation expense) primarily reflects the (i) impact of a higher proportion of 2024 revenue from ancillary revenues, which generate lower margins than owned equipment rentals, (ii) inflation and (iii) normal cost variability.

The decreased gross margin from sales of rental equipment (excluding the adjustment for the impact of the fair value mark-up of acquired fleet) primarily reflects the continued normalization of the used equipment market, including pricing.

Revenues for each of the three years in the period ended December 31, 2024 were as follows:

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Mix includes the impact of changes in customer, fleet, geographic and segment mix.

The positive fleet productivity for 2022 reflected strong demand across our end-markets.

COVID-19, which resulted in rental volume declines in response to shelter-in-place orders and other market restrictions, had the most pronounced on our business in 2020.

Beginning in 2021 and continuing through 2023, we have experienced broad-based strength of demand across our end-markets.

(3) Reflects the combined impact of changes in the other types of equipment rentals revenue (see note 3 for further detail), excluding owned equipment rental revenue.

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The pro forma information includes the standalone, pre-acquisition results of Ahern Rentals.

The pro forma components are not reflected above for 2022 versus 2021 because of the December 2022 acquisition date (Ahern Rentals did not materially impact the comparison of 2022 and 2021 equipment rentals).

The Ahern Rentals acquisition is discussed further in note 4 to the consolidated financial statements.

Pro forma information is not reflected above for 2024 versus 2023 because Ahern Rentals was fully included in our results for both years.

Equipment rentals include our revenues from renting equipment, as well as revenue related to the fees we charge customers:

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Equipment rentals and sales of rental equipment are our largest revenue types (together, they accounted for 95 percent of total revenue for the year ended December 31, 2024).

Equipment rentals increased 19.3 percent, primarily due to a 21.9 percent increase in average OEC, partially offset by a 0.7 percent decrease in fleet productivity.

The increase in average OEC includes the impact of the acquisition of Ahern Rentals that is discussed in note 4 to the consolidated financial statements.

On a pro forma basis including the pre-acquisition results of Ahern Rentals, year-over-year, equipment rentals increased 11.3 percent, primarily reflecting an increase in average OEC of 10.4 percent and increased fleet productivity of 2.8 percent.

Beginning in 2021 and continuing through December 31, 2023, we have experienced broad-based strength of demand across our end-markets.

Sales of rental equipment increased 63.1 percent year-over-year, primarily reflecting the normalization of volumes, after we intentionally held back on sales of rental equipment in 2022 to ensure sufficient rental capacity for our customers, as well as the impact of sales of rental equipment acquired in the Ahern Rentals acquisition.

Pricing on sales of rental equipment remains strong.

Equipment rentals increased 8.0 percent, primarily due to a 4.1 percent increase in fleet productivity, which includes the impact of the Yak acquisition, and a 3.5 percent increase in average OEC.

Fleet productivity increased 2.7 percent excluding the impact of the Yak acquisition.

Sales of rental equipment did not change significantly year-over-year.

Critical Accounting Policies

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In connection with our goodwill impairment test that was conducted as of October 1, 2024, we bypassed the optional qualitative assessment for each reporting unit and quantitatively compared the fair values of our reporting units with their carrying amounts.

Our goodwill impairment testing as of this date indicated that all of our reporting units, excluding our Mobile Storage reporting unit, had estimated fair values which exceeded their respective carrying amounts by at least 54 percent.

We completed the acquisition of General Finance in May 2021, and all of the assets in the Mobile Storage reporting unit were acquired in the General Finance acquisition.

The estimated fair value of our Mobile Storage reporting unit exceeded its carrying amount by eight percent.

As all of the assets in the Mobile Storage reporting unit were recorded at fair value as of the May 2021 acquisition date, we expected the percentage by which the fair value for this reporting unit exceeded the carrying value to be significantly less than the equivalent percentages determined for our other reporting units.

Our goodwill impairment testing as of this date indicated that all of our reporting units, including our Matting Solutions reporting unit, which was created following the March 2024 acquisition of Yak that is discussed in note 4 to the consolidated financial statements and which includes the assets acquired in the Yak acquisition, and our Mobile Storage reporting unit, which is discussed below associated with the goodwill impairment test that was conducted as of October 1, 2023, had estimated fair values which exceeded their respective carrying amounts by at least 60 percent.

In connection with our goodwill impairment test that was conducted as of October 1, 2023, we bypassed the optional qualitative assessment for each reporting unit and quantitatively compared the fair values of our reporting units with their carrying amounts.

We completed the acquisition of General Finance in May 2021, and all of the assets in the Mobile Storage reporting unit were acquired in the General Finance acquisition.

completed the acquisition of General Finance in May 2021, and all of the assets in the Mobile Storage reporting unit were acquired in the General Finance acquisition.

The estimated fair value of our Mobile Storage reporting unit exceeded its carrying amount by eight percent.

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We also conduct impairment reviews in connection with branch consolidations and other changes in our business.

There were no asset impairment charges recognized in 2023, and during the years ended December 31, 2022 and 2021, we recorded asset impairment charges of $3 and $14, respectively, primarily in depreciation of rental equipment in our consolidated statements of income.

These charges were primarily recognized in our general rentals segment.

During each of the three years in the period ended December 31, 2024, we recognized asset impairment charges, primarily in depreciation of rental equipment in our consolidated statements of income, that were not significant to our operating results ($4 or less for each year).

In support of our review for indicators of impairment, we perform a review of all assets at the district level relative to district performance and conclude whether indicators of impairment exist associated with our long-lived assets, including rental equipment.

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The general rentals segment includes the rental of construction, aerial, industrial and homeowner equipment and related services and activities.

The general rentals segment’s customers include construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities.

The general rentals segment’s customers include construction and industrial companies, manufacturers,

utilities, municipalities, homeowners and government entities.

This segment operates throughout the United States and Canada.

The specialty segment rents products (and provides setup and other services on such rented equipment) including i) trench safety equipment, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, ii) power and HVAC equipment, such as portable diesel generators, electrical distribution equipment, and temperature control equipment, iii) fluid solutions equipment primarily used for fluid containment, transfer and treatment, and iv) mobile storage equipment and modular office space.

The specialty segment rents products (and provides setup and other services on such rented equipment) including (i) trench safety equipment, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, (ii) power and HVAC equipment, such as portable diesel generators, electrical distribution equipment, and temperature control equipment, (iii) fluid solutions equipment primarily used for fluid containment, transfer and treatment, (iv) mobile storage equipment and modular office space, and (v) surface protection mats.

The specialty segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies.

This segment primarily operates in the United States and Canada, and has a limited presence in Europe, Australia and New Zealand.

This segment primarily operates in the United States and Canada, and has a smaller presence in Europe, Australia and New Zealand.

As discussed in note 5 to our consolidated financial statements, our general rentals reporting segment reflects the aggregation of four geographic divisions—Central, Northeast, Southeast and West.

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The aggregation of our divisions also reflects the management structure that we use for making operating decisions and assessing performance.

Although we believe aggregating these divisions into our reporting segments for segment reporting purposes is appropriate, to the extent that there are significant margin variances that do not

converge, we may be required to disaggregate the divisions into separate reporting segments.

Although we believe aggregating these divisions into our reporting segments for segment reporting purposes is appropriate, to the extent that there are significant margin variances that do not converge, we may be required to disaggregate the divisions into separate reporting segments.

Any such disaggregation would have no impact on our consolidated results of operations.

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Equipment rentals.

2023 equipment rentals of $12.1 billion increased 19.3 percent, primarily due to a 21.9 percent increase in average OEC, partially offset by a 0.7 percent decrease in fleet productivity.

The increase in average OEC includes the impact of the acquisition of Ahern Rentals that is discussed in note 4 to the consolidated financial statements.

Beginning in 2021 and continuing through December 31, 2023, we have experienced broad-based strength of demand across our end-markets.

Equipment rentals represented 85 percent of total revenues in 2024.

2024 equipment rentals of $13.0 billion increased 8.0 percent year-over-year, primarily due to a 4.1 percent increase in fleet productivity, which includes the impact of the Yak acquisition, and a 3.5 percent increase in average OEC.

Fleet productivity increased 2.7 percent excluding the impact of the Yak acquisition.

On a segment basis, equipment rentals represented 82 percent and 91 percent of total revenues for general rentals and specialty, respectively.

General rentals equipment rentals increased 19.9 percent as compared to 2022, primarily due to strong demand across our end-markets and increased average OEC, which includes the impact of the Ahern Rentals acquisition.

On a pro forma basis including the pre-acquisition results of Ahern Rentals, year-over-year, equipment rentals increased 9.1 percent, primarily reflecting increases in average OEC and fleet productivity.

Specialty rentals increased 17.7 percent as compared to 2022, primarily due to strong demand across our end-markets and increased average OEC.

As noted above, beginning in 2021 and continuing through December 31, 2023, we have experienced broad-based strength of demand across our end-markets.

General rentals equipment rentals increased 1.6 percent as compared to 2023.

Specialty rentals increased 25.2 percent as compared to 2023, primarily due to the impact of the Yak acquisition and increased average OEC.

Specialty equipment rentals increased 16.9 percent year-over-year excluding the revenue from the acquired Yak locations.

Sales of rental equipment .

For the three years in the period ended December 31, 2024, sales of rental equipment represented approximately 10 percent of our total revenues.

2023 sales of rental equipment of $1.6 billion increased 63.1 percent from 2022, primarily reflecting the normalization of volumes, after we intentionally held back on sales of rental equipment in 2022 to ensure sufficient rental capacity for our customers, as well as the impact of sales of rental equipment acquired in the Ahern Rentals acquisition.

Pricing on sales of rental equipment remains strong.

2024 sales of rental equipment of $1.5 billion did not change significantly year-over-year.

Sales of new equipment .

For the three years in the period ended December 31, 2024, sales of new equipment represented approximately 2 percent of our total revenues.

2023 sales of new equipment of $218 increased 41.6 percent from 2022, primarily reflecting some individually significant sales in 2023 and normal variability.

2024 sales of new equipment of $282 increased 29.4 percent from 2023, primarily due to the impact of the Yak acquisition and supply chain normalization.

Contractor supplies sales .

For the three years in the period ended December 31, 2024, sales of contractor supplies represented approximately 1 percent of our total revenues.

2023 sales of contractor supplies did not change materially from 2022.

2024 sales of contractor supplies did not change significantly from 2023.

Service and other revenues .

For the three years in the period ended December 31, 2024, service and other revenues represented approximately 2 percent of our total revenues.

2023 service and other revenues increased 17.4 percent from 2022 primarily due to growth initiatives.

2024 service and other revenues did not change significantly from 2023.

Fourth Quarter Items .

There were no unusual or infrequently occurring items recognized in the fourth quarter of 2023 that had a material impact on our financial statements.

In the fourth quarter of 2022, we issued $1.5 billion principal amount of 6 percent Senior Secured Notes due 2029.

The issued debt, together with drawings on our ABL facility, was used to fund the December 2022 Ahern Rentals acquisition that is discussed in note 4 to the consolidated financial statements.

There were no unusual or infrequently occurring items recognized in the fourth quarter of 2024 or 2023 that had a material impact on our financial statements.

Segment Equipment Rentals Gross Profit

See note 5 to our consolidated financial statements for additional information on segment performance.

Segment equipment rentals gross profit and gross margin for each of the three years in the period ended December 31, 2024 were as follows:

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General rentals.

For the three years in the period ended December 31, 2023, general rentals accounted for 68 percent of our total equipment rentals gross profit.

This contribution percentage is consistent with general rentals’ equipment rental revenue contribution over the same period.

For the year ended December 31, 2023, general rentals’ equipment rentals gross profit increased by $314, and equipment rentals gross margin decreased by 300 basis points, from 2022, primarily due to the impact of the Ahern Rentals acquisition.

As a percentage of revenue, depreciation and repairs and maintenance expenses for the rental equipment acquired in the Ahern Rentals acquisition were higher than for our other rental equipment, which negatively impacted equipment rentals gross margin year-over-year.

For the year ended December 31, 2023, equipment rentals gross profit increased by $255, and equipment rentals gross margin increased by 50 basis points from 2022.

For the three years in the period ended December 31, 2024, general rentals accounted for 71 percent of total equipment rentals and 66 percent of total equipment rentals gross profit.

For the year ended December 31, 2024, general rentals’ equipment rentals gross profit increased by $13, and equipment rentals gross margin decreased by 50 basis points, from 2023, primarily due to the impact of inflation and normal cost variability, including increases in insurance and certain other costs.

For the year ended December 31, 2024, equipment rentals gross profit increased by $371, and equipment rentals gross margin decreased by 80 basis points from 2023.

Gross margin decreased primarily due to increased depreciation expense, which largely reflected the impact of the Yak acquisition.

Gross Margin .

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2024 gross margin of 40.1 percent decreased 50 basis points from 2023.

Equipment rentals gross margin decreased 210 basis points from 2022, primarily due to the impact of the Ahern Rentals acquisition.

Gross margin from sales of rental equipment decreased 880 basis points from 2022, primarily due to the normalization of the used equipment market, the expanded use of wholesale channels, and the impact of the Ahern Rentals acquisition.

The equipment acquired in the Ahern Rentals acquisition was recorded at fair value as of the December 2022 acquisition date, and the gross margins on the sale of such acquired equipment were less than the gross margins achieved upon the sale of other rental equipment.

As reflected in the above gross margin, pricing on sales of rental equipment remains strong.

Equipment rentals gross margin for 2024 was flat year-over-year.

Gross margin from sales of rental equipment decreased 320 basis points from 2023, which primarily reflected the continued normalization of the used equipment market, including pricing.

The gross margin fluctuations from sales of new equipment, contractor supplies sales and service and other revenues generally reflect normal variability, and such revenue types did not account for a significant portion of total gross profit (gross profit for these revenue types represented 4 percent of total gross profit for the year ended December 31, 2024).

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SG&A expense as a percentage of revenue 10.7 % 10.7 % 12.0 % — bps (130) bps

Merger related costs — — 3 — (100.0)%

Restructuring charge 3 28 — (89.3)% —

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Interest expense, net 691 635 445 8.8% 42.7%

Other (income) expense, net (19) (15) 7 26.7% (314.3)%

Other income, net (14) (19) (15) (26.3)% 26.7%

Provision for income taxes 813 787 697 3.3% 12.9%

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SG&A expense primarily includes sales force compensation, information technology costs, third party professional fees, management salaries, bad debt expense and clerical and administrative overhead.

The year-over-year decrease in SG&A expense as a percentage of revenue for the year ended December 31, 2023 was primarily due to better fixed cost absorption on higher revenue (in particular, salaries and benefits declined as a percentage of revenue).

The merger related costs reflect transaction costs associated with the General Finance acquisition that was completed in May 2021.

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, each of which had annual revenues of over $200 prior to acquisition, that significantly impact our operations.

SG&A expense as a percentage of revenue for the year ended December 31, 2024 was flat year-over-year.

The restructuring charges primarily reflect severance and branch closure charges associated with our restructuring programs.

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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.

The year-over-year decrease in restructuring charges for the year ended December 31, 2024 primarily reflects 2023 charges associated with the restructuring program initiated following the December 2022 acquisition of Ahern Rentals.

Since the first such program was initiated in 2008, we have completed seven restructuring programs and have incurred total restructuring charges of $383.

In the first quarter of 2023, we initiated a restructuring program following the closing of the Ahern Rentals acquisition discussed above (such program is the reason for the year-over-year restructuring charge increase for the year ended December 31, 2023).

This restructuring program was completed in the fourth quarter of 2023, and we currently have no open restructuring programs.

As of December 31, 2023, the total liability associated with our restructuring programs was $21.

We currently have no open restructuring programs, and the total liability associated with our restructuring programs was $17 as of December 31, 2024.

Non-rental depreciation and amortization includes (i) the amortization of other intangible assets and (ii) depreciation expense associated with equipment that is not offered for rent (such as computers and office equipment) and amortization expense associated with leasehold improvements.

Our other intangible assets consist of customer relationships, non-compete

agreements and trade names and associated trademarks.

The year-over-year increase in non-rental depreciation and amortization for the year ended December 31, 2023 primarily reflects the impact of the Ahern Rentals acquisition.

Interest expense, net for the year ended 2022 included aggregate debt redemption losses of $17.

The debt redemption losses primarily reflected the difference between the net carrying amount and the total purchase price of the redeemed notes.

Excluding the impact of these losses, interest expense, net for the year ended December 31, 2023 increased by 48.4 percent year-over-year primarily due to increased average debt, including the debt issued to partially fund the Ahern Rentals acquisition discussed above, and higher variable debt interest rates (the weighted average interest rates on our variable debt instruments were 6.3 percent in 2023 and 3.3 percent in 2022).

Other (income) expense, net primarily includes (i) currency gains and losses, (ii) finance charges, (iii) gains and losses on sales of non-rental equipment and (iv) other miscellaneous items.

Our other intangible assets consist of customer relationships, non-compete agreements and trade names and associated trademarks.

Interest expense, net for the year ended December 31, 2024 increased by 8.8 percent year-over-year primarily due to increased average debt, including the debt issued to partially fund the Yak acquisition discussed above.

Other income, net primarily includes (i) currency gains and losses, (ii) finance charges, (iii) gains and losses on sales of non-rental equipment and (iv) other miscellaneous items.

A detailed reconciliation of the effective tax rates to the U.S.

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Balance sheet.

Accounts receivable, net increased by $226, or 11.3 percent, from December 31, 2022 to December 31, 2023 primarily due to increased revenue.

Prepaid expenses and other assets decreased by $246, or 64.6 percent, from December 31, 2022 to December 31, 2023, primarily due to the use of a portion of a tax receivable associated with the Ahern Rentals acquisition to reduce cash paid for income taxes (see note 6 to the consolidated financial statements for further detail).

Operating lease right-of-use assets increased by $280, or 34.2 percent, and operating lease liabilities increased by $253, or 39.4 percent, from December 31, 2022 to December 31, 2023, and both increases primarily reflected the impact of the Ahern Rentals acquisition, as discussed in note 4 to the consolidated financial statements.

Prepaid expenses and other assets increased by $100, or 74.1 percent, from December 31, 2023 to December 31, 2024, primarily due to an increase in income taxes receivable which reflected required tax payments exceeding the estimated tax accruals (see note 6 to the consolidated financial statements for further detail).

Operating lease right-of-use assets increased by $238, or 21.7 percent, and operating lease liabilities increased by $194, or 21.7 percent, from December 31, 2023 to December 31, 2024, and both increases primarily reflected increased amounts of real estate and equipment leased under operating leases.

Accounts payable decreased by $157, or 17.3 percent, from December 31, 2023 to December 31, 2024, primarily reflecting normal variability in business activity and the timing of payments.

See the consolidated statements of cash flows for further information on changes in cash and cash equivalents, the consolidated statements of stockholders’ equity for further information on changes in stockholders’ equity and note 12 to the consolidated financial statements for further detail on short-term and long-term debt.

See the consolidated statements of cash flows for further information on changes in cash and cash equivalents, the consolidated statements of stockholders’ equity for further information on changes in stockholders’ equity, note 8 for further detail on property and equipment, net, note 9 for further detail on goodwill, note 10 for further detail on accrued expenses and other liabilities, and note 12 for further detail on short-term and long-term debt.

Liquidity and Capital Resources.

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See “Financial Overview” above for a summary of the 2024 capital structure actions taken to improve our financial flexibility and liquidity.

On October 24, 2022, our Board of Directors authorized a $1.25 billion share repurchase program.

This program was paused through the initial phase of the integration of the Ahern Rentals acquisition, and repurchases began in the first quarter of 2023.

We have repurchased $1.00 billion under the program through December 31, 2023 and expect to complete the program in the first quarter of 2024.

On January 24, 2024, our Board of Directors authorized a new $1.5 billion share repurchase program.

In October 2022, our Board of Directors authorized a $1.25 billion share repurchase program, which was completed in the first quarter of 2024.

We repurchased $1.25 billion under this program in 2024.

We have paused repurchases under the program due to our pending acquisition of H&E.

As discussed in note 19 to the consolidated financial statements, on January 13, 2025, we entered into a definitive merger agreement to acquire H&E, which is expected to close in the first quarter of 2025.

We currently intend to complete the share repurchase program;

however, we will re-evaluate the timing over which we expect to do so as we integrate H&E and assess other potential uses of capital.

A 1 percent excise tax is imposed on “net repurchases” (certain purchases minus certain issuances) of common stock.

The repurchases above (as well as the total program sizes) do not include the excise tax, which totaled $13 in 2024.

Since 2012, we have repurchased a total of $5.965 billion (inclusive of immaterial excise taxes, which were first imposed in 2023) of Holdings' common stock under our share repurchase programs (comprised of seven programs that have ended and the current program).

Since 2012, we have repurchased a total of $7.478 billion (inclusive of immaterial excise taxes, which were first imposed in 2023) of Holdings' common stock under our share repurchase programs (comprised of eight programs that have ended and the current program).

Our Board of Directors also approved our first-ever quarterly dividend program in January 2023, and the first dividend under the program was paid in February 2023.

We did not pay any dividends prior to 2023, and during 2023, we paid dividends totaling $406 ($5.92 per share, which equates to a quarterly dividend per share of $1.48).

On January 24, 2024, our Board of Directors declared a quarterly dividend of $1.63 per share, payable on February 28, 2024 to stockholders of record on February 14, 2024.

We did not pay any dividends prior to 2023, and during 2024 and 2023, we paid dividends totaling $434 ($6.52 per share) and $406 ($5.92 per share), respectively.

On January 29, 2025, our Board of Directors declared a quarterly dividend of $1.79 per share, payable on February 26, 2025 to stockholders of record as of February 12, 2025.

Our principal existing sources of cash are cash generated from operations and from the sale of rental equipment, and borrowings available under our ABL and accounts receivable securitization facilities.

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_________________

(1) The outstanding and maximum amounts of debt under the ABL facility exceeded the average outstanding amount primarily due to the use of borrowings under the facility to fund seasonal expenditures and acquisition activity.

(2) As discussed in note 12 to the consolidated financial statements, the accounts receivable securitization facility expires on June 24, 2025 and may be extended on a 364-day basis by mutual agreement with the purchasers under the facility.

We expect that our principal short-term (over the next 12 months) and long-term needs for cash relating to our operations will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale, (iii) payments due under operating leases, (iv) debt service, (v) share repurchases, (vi) dividends and (vii) acquisitions.

(3) The maximum amount of debt under the accounts receivable securitization facility exceeded the average outstanding amount primarily due to normal usage of increased availability under the facility.

Borrowings under the accounts receivable securitization facility are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves and other deductions, exceeds the outstanding loans.

The maximum amount of debt above reflects normal usage of the available borrowings based on the amount of the receivables in the collateral pool (see note 12 to the consolidated financial statements for further detail).

In May 2024, the accounts receivable securitization facility was amended, primarily to extend the maturity date and to increase the facility size from $1.3 billion to $1.5 billion, which also contributed to the difference in the average and maximum amounts outstanding.

We expect that our principal short-term (over the next 12 months) and long-term needs for cash relating to our operations will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale, (iii) payments due under operating leases, (iv) debt service, (v) debt repayment or redemption, (vi) share repurchases, (vii) dividends and (viii) acquisitions.

We plan to fund such cash requirements from our existing sources of cash.

In addition, we may seek additional financing through the securitization of some of our real estate, the use of additional operating leases or other financing sources as market conditions permit.

We may also seek additional financing through the securitization of some of our real estate, the use of additional operating leases or other financing sources as market conditions permit, and the financing for our pending acquisition of H&E may include the issuance of debt securities and/or term loan borrowings.

The table below presents information on payments coming due under the most significant categories of our needs for cash (excluding operating cash flows pertaining to normal business operations, such as human capital costs, which are not accurately estimable) as of December 31, 2024:

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Credit ratings also affect the costs of derivative transactions, including interest rate and foreign currency derivative transactions.

result, negative changes in our credit ratings could adversely impact our costs of funding.

As a result, negative changes in our credit ratings could adversely impact our costs of funding.

Our credit ratings as of January 27, 2025 were as follows:

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Loan Covenants and Compliance.

As of December 31, 2023, we were in compliance with the covenants and other provisions of the ABL, accounts receivable securitization, term loan and repurchase facilities and the senior notes.

As of December 31, 2024, we were in compliance with the covenants and other provisions of the ABL, accounts receivable securitization and term loan facilities and the senior notes.

Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations.

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As of December 31, 2024, specified availability under the ABL facility exceeded the required threshold and, as a result, this financial covenant was inapplicable.

Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to:

Under our accounts receivable securitization facility, we are required, among other things, to maintain certain

financial tests relating to:

(i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding.

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Sources and Uses of Cash .

During 2024, we (i) generated cash from operating activities of $4.546 billion, (ii) generated cash from the sale of rental and non-rental equipment of $1.588 billion and (iii) received cash from debt proceeds, net of payments, of $1.748 billion.

We used cash during this period principally to (i) make payments for purchases of rental and non-rental equipment and intangible assets of $4.127 billion, (ii) purchase other companies for $1.655 billion, (iii) purchase shares of our common stock for $1.571 billion and (iv) pay dividends of $434.

During 2023, we (i) generated cash from operating activities of $4.704 billion and (ii) generated cash from the sale of rental and non-rental equipment of $1.634 billion.

We used cash during this period principally to (i) make payments for purchases of rental and non-rental equipment and intangible assets of $4.070 billion, (ii) purchase other companies for $574, (iii) purchase shares of our common stock for $1.070 billion and (iv) pay dividends of $406.

During 2022, we (i) generated cash from operating activities of $4.433 billion, (ii) generated cash from the sale of rental and non-rental equipment of $989 and (iii) received cash from debt proceeds, net of payments, of $1.644 billion.

We used cash during this period principally to (i) make payments for purchases of rental and non-rental equipment and intangible assets of $3.690 billion, (ii) purchase other companies for $2.340 billion and (iii) purchase shares of our common stock for $1.068 billion.

Free Cash Flow GAAP Reconciliation

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Free cash flow $ 2,058 $ 2,306 $ 1,764

Free cash flow for the year ended December 31, 2023 was $2.306 billion, an increase of $542 as compared to $1.764 billion for the year ended December 31, 2022.

Free cash flow increased primarily due to lower payments for net rental capital expenditures (payments for purchases of rental equipment less the proceeds from sales of rental equipment), which decreased $331, or 13 percent, year-over-year, and increased net cash provided by operating activities.

Free cash flow for the year ended December 31, 2024 was $2.058 billion, a decrease of $248 as compared to $2.306 billion for the year ended December 31, 2023.

Free cash flow decreased primarily due to lower cash provided by operating activities, which largely reflected the impact of higher cash tax payments and other working capital activities, partially offset by increased net income.

Relationship between Holdings and URNA .

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subsidiaries (the “guarantor subsidiaries”).

Other than the guarantee by our Canadian subsidiary of URNA's indebtedness under the ABL facility, none of URNA’s indebtedness is guaranteed by URNA's foreign subsidiaries, the SPV, or the foreign subsidiary holding company acquired in connection with the General Finance acquisition (together, the “non-guarantor subsidiaries”).

Other than the guarantee by our Canadian

subsidiary of URNA's indebtedness under the ABL facility, none of URNA’s indebtedness is guaranteed by URNA's foreign subsidiaries, the SPV, or the foreign subsidiary holding company acquired in connection with the General Finance acquisition (together, the “non-guarantor subsidiaries”).

The receivable assets owned by the SPV have been sold or contributed by URNA to the SPV and are not available to satisfy the obligations of URNA or Holdings’ other subsidiaries.

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Future guarantees of subordinated indebtedness will rank junior to any existing and future senior indebtedness of the guarantors.

The guarantees of URNA’s indebtedness are effectively junior to any indebtedness of our subsidiaries that are not guarantors, including our foreign

subsidiaries.

The guarantees of URNA’s indebtedness are effectively junior to any indebtedness of our subsidiaries that are not guarantors, including our foreign subsidiaries.

As of December 31, 2024, the indebtedness of our non-guarantors was comprised of (i) $1.085 billion of outstanding borrowings by the SPV in connection with the Company’s accounts receivable securitization facility, (ii) $104 of outstanding borrowings under the ABL facility by non-guarantor subsidiaries and (iii) $11 of finance leases of our non-guarantor subsidiaries.

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December 31, 2024

Current receivable from non-guarantor subsidiaries $8

Other current assets 438

Total current assets 446

Long-term receivable from non-guarantor subsidiaries 100

Other long-term assets 20,569

Total long-term assets 20,669

Long-term assets 22,729

Total assets 23,175

Payable to non-guarantor subsidiaries 1

Other current liabilities 2,093

Total current liabilities 2,094

Current liabilities 2,018

Long-term liabilities 15,813

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis