United Rentals Inc /De - Current report filing (8-K)
March 06 2008 - 5:25PM
Edgar (US Regulatory)
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):
March 6, 2008
UNITED RENTALS, INC.
UNITED RENTALS (NORTH AMERICA), INC.
(Exact name of Registrants as Specified in their
Charters)
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Delaware
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001-14387
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06-1522496
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Delaware
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001-13663
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06-1493538
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(States or Other Jurisdiction
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(Commission file Numbers)
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(IRS Employer
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of Incorporation)
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Identification Nos.)
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Five Greenwich Office Park, Greenwich, CT
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06831
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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:
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o
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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-2 under
the Exchange Act (17 CFR 240.14a-2)
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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))
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Forward Looking
Statements
Certain
statements contained in the Presentation (as defined below) are forward-looking statements
within the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These statements can generally be
identified by words such as believes, expects, plans,
intends, projects, forecasts, may,
will, should, on track or anticipates, or
the negative thereof or comparable terminology, or by discussions of vision, strategy or
outlook. Our businesses and operations are subject to a variety of risks and
uncertainties, many of which are beyond our control, and, consequently, actual results may
differ materially from those projected by any forward-looking statements. Factors that
could cause actual results to differ from those projected include, but are not limited to,
the following: (1) weaker or unfavorable economic or industry conditions can reduce demand
and prices for our products and services, (2) non-residential construction spending, or
governmental funding for infrastructure and other construction projects, may not reach
expected levels, (3) we may not always have access to capital at desirable rates for our
businesses or growth plans, (4) any companies we acquire could have undiscovered
liabilities, may strain our management capabilities or may be difficult to integrate, (5)
rates we can charge and time utilization we can achieve may be less than anticipated,(6)
costs we incur may be more than anticipated, including by having expected savings not be
realized in the amounts or time frames we have planned, (7) competition in our industry
for talented employees is intense, which can affect our employee costs and retention
rates, (8) we have (and the ability to incur additional) significant leverage, which
requires us to use a substantial portion of our cash flow for debt service and can
constrain our flexibility in responding to unanticipated or adverse business conditions,
(9) we are subject to an ongoing inquiry by the Securities and Exchange Commission
(SEC), and there can be no assurance as to its outcome or any other potential
consequences thereof for us, (10) we are subject to purported class action lawsuits and
derivative actions filed in light of the SEC inquiry and additional purported class action
lawsuits relating to the terminated merger transaction with Cerberus affiliates, and there
can be no assurance as to their outcome or any other potential consequences thereof for us
and (11) we may incur additional significant costs and expenses (including indemnification
obligations) in connection with the SEC inquiry, the purported class action lawsuits and
derivative actions referenced above, the U.S. Attorneys office inquiry, or other
litigation, regulatory or investigatory matters related to the foregoing or otherwise. For
a fuller description of these and other possible uncertainties, please refer to our Annual
Report on Form 10-K for the year ended December 31, 2007, as well as to our subsequent
filings with the SEC. Our forward-looking statements contained in the Presentation speak
only as of the date of our most recent earnings call (February 29, 2008), and we have not
updated, and we make no commitment to update or publicly release revisions to, any
forward-looking statements in order to reflect new information or subsequent events,
circumstances or changes in expectations.
Item 7.01. Regulation FD
Disclosure.
Certain
information concerning our business, financial results and 2008 outlook that we expect to
use at certain investor meetings and presentations beginning after the markets close
today, Thursday, March 6, 2008 (the Presentation), can be currently accessed
on our website,
www.unitedrentals.com
. The 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 and EBITDA, 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
income from continuing operations before provision for income taxes, interest expense,
net, interest expense-subordinated convertible debentures, depreciation-rental equipment
and non-rental depreciation and amortization. The Presentation includes a reconciliation
of these non-GAAP financial measures to their nearest GAAP financial measures. Management
believes that free cash flow provides useful additional information concerning cash flow
available to meet future debt service obligations and working capital requirements and
EBITDA provides an enhanced perspective of our operating performance. However, neither of
these measures should be considered an alternative to net income or cash flows from
operating activities under GAAP as indicators of operating performance or liquidity.
Information reconciling forward-looking free cash flow and EBITDA expectations to a GAAP
financial measure is unavailable to us without unreasonable effort.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, each registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized
on this 6
th
day of March, 2008.
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UNITED
RENTALS, INC.
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By:
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/s/ Roger E.
Schwed
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Name:
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Roger E.
Schwed
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Title:
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General
Counsel
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UNITED
RENTALS (NORTH AMERICA), INC.
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By:
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/s/ Roger E.
Schwed
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Name:
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Roger E.
Schwed
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Title:
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General
Counsel
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3
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