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 29, 2009
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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001-14387
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06-1522496 |
| Delaware
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001-13663
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06-1493538 |
| (State or Other Jurisdiction of
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(Commission
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(IRS Employer |
| Incorporation)
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File Number)
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Identification No.) |
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| Five Greenwich Office Park |
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| Greenwich, CT
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06831 |
| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (203) 622-3131
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 (see General Instruction A.2. below):
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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 29, 2009, United Rentals, Inc. issued a press release
reporting its results of operations for the quarter ended March 31, 2009. 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 2009 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. EBITDA represents the sum of (loss) income before (benefit)
provision for income taxes, interest expense, net, interest expense-subordinated convertible
debentures, depreciation-rental equipment, non-rental depreciation and amortization and stock
compensation expense. Adjusted EBITDA represents EBITDA plus the restructuring charge. Adjusted
EPS represents EPS plus the restructuring charge.
The presentation includes reconciliations of these non-GAAP financial measures to their nearest
generally accepted accounting principles (“GAAP”) 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.
99.1 Press release of United Rentals, Inc.