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 that our businesses or growth plans may require, (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 incurred significant
additional leverage in connection with our completed share repurchase
transactions, which leverage 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 (July 30, 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. Nothing in the Presentation
(or in connection with its use) should be construed as such an update.
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Item 7.01.
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Regulation FD Disclosure.
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Certain
information concerning our business, financial results and 2008 outlook that we
expect to use at certain investor meetings and presentations beginning today,
Wednesday, August 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, earnings
before interest, taxes, depreciation and amortization (EBITDA), pro-forma
EBITDA and pro-forma 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 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.
Pro-forma EBITDA, which relates only to 2008, excludes the impact of a $14
million provision relating to the SEC inquiry of our company. Pro-forma EPS,
which also relates only to 2008, reflects the benefit of a lower share count
based on our completed preferred stock repurchases and common stock Dutch
auction self-tender, and excludes the impact of a related $239 million
preferred stock redemption charge that reduces income available to common
stockholders for EPS purposes, but does not affect net income, as well as an $8
million after-tax charge principally related to the establishment of a foreign
tax credit valuation allowance as a result of the additional leverage from the
preferred stock share repurchase, and the SEC provision.
The
Presentation includes reconciliations of these non-GAAP financial measures to
their nearest generally accepted accounting principles (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, that EBITDA and pro-forma EBITDA
each provides an enhanced perspective of our operating performance, and that
pro-forma EPS, given our reduced outstanding share count, provides useful
information concerning future profitability. However, none of these measures should
be considered an alternative to GAAP financial measures (e.g., cash flows from
operating activities, net income or EPS from continuing operations available to
common stockholders) as indicators of operating performance, profitability or
liquidity. Information reconciling forward-looking free cash flow, EBITDA,
pro-forma EBITDA and pro-forma EPS expectations to a GAAP financial measure is unavailable to us
without unreasonable effort.
2
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 6th day of August, 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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