- Current report filing (8-K)
February 04 2010 - 6:01AM
Edgar (US Regulatory)
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): February 3, 2010
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
Greenwich, Connecticut
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06831
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(203) 622-3131
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(Former name or former address if changed since last report.)
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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))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.02. Results of
Operations and Financial Condition.
On February
3, 2010, United Rentals, Inc. issued a
press release reporting its results of operations for the quarter and year
ended December 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 2010 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 net income (loss),
loss from discontinued operations, net of taxes, benefit for income taxes, interest expense, net, interest
expense-subordinated convertible debentures, net, depreciation-rental equipment
and non-rental depreciation and amortization. Adjusted EBITDA represents EBITDA
plus the sum of the restructuring charge, the charge related to the settlement
of the SEC inquiry, the goodwill impairment charge and stock compensation expense, net. Adjusted EPS represents
EPS plus (i) the sum of the restructuring and asset impairment charges,
the losses on the repurchase/retirement of debt securities and subordinated
convertible debentures, the charge related to the settlement of the SEC
inquiry, the preferred stock redemption charge and the foreign tax credit
valuation allowance and other less (ii) the gains on the
repurchase/retirement of debt securities.
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
.
99.1 Press Release of United Rentals,
Inc.
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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.
Date: February 3, 2010
UNITED RENTALS, INC.
By:
/s/ Jonathan
M. Gottsegen
Name: Jonathan M. Gottsegen
Title: Senior Vice President, General Counsel
and Corporate Secretary
UNITED RENTALS (NORTH AMERICA), INC.
By:
/s/ Jonathan M. Gottsegen
Name: Jonathan M. Gottsegen
Title: Senior Vice President, General Counsel
and Corporate Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press Release of United Rentals, Inc.
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