UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2011
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact name of registrant as specified in its charter)
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Delaware
Delaware
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001-14387
001-13663
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06-1522496
06-1493538 |
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(State or other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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| Five Greenwich Office Park |
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| Greenwich, Connecticut
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06831 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (203) 622-3131
(Former name or former address if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On April 19, 2011, United Rentals, Inc. issued a press release reporting its results of operations
for the quarter ended March 31, 2011. A copy of the press release is being furnished with this
report as Exhibit 99.1.
Item 7.01. Regulation FD Disclosure.
Certain information concerning our business, financial results and 2011 outlook that we expect to
use at certain investor meetings and presentations can be accessed currently on our website,
www.ur.com. Such presentation will be maintained on our website for at least the period of its use
at such meetings and presentations or until superseded by more current information.
The presentation includes certain financial measures — free cash flow, earnings before interest,
taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA and adjusted earnings per share
(“EPS”) — that are “non-GAAP financial measures” as defined under the rules of the SEC. Free cash
flow represents net cash provided by operating activities, less purchases of rental and non-rental
equipment plus proceeds from sales of rental and non-rental equipment and excess tax benefits from
share-based payment arrangements, net. EBITDA represents the sum of net loss, benefit for income
taxes, interest expense, net, interest expense-subordinated convertible debentures, depreciation of
rental equipment and non-rental depreciation and amortization. Adjusted EBITDA represents EBITDA
plus the sum of the restructuring charge and stock compensation expense, net. Adjusted EPS
represents EPS plus the sum of the restructuring charge and the losses on the repurchase/retirement
of debt securities and subordinated convertible debentures.
The presentation includes reconciliations of these non-GAAP financial measures to their nearest
generally accepted accounting principles financial measures. 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 (iii) adjusted EPS
provides useful information concerning future profitability. However, none of these measures
should be considered as alternatives to net income, cash flows from operating activities or
earnings per share under GAAP as indicators of operating performance or liquidity.
Item 9.01. Financial Statements and Exhibits.
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99.1 |
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Press Release of United Rentals, Inc. |