Item 2.02. Results of Operations and Financial Condition.
On October 18, 2017, United Rentals, Inc. issued a press release reporting its
results of operations for the quarter ended September 30, 2017. 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 2017 outlook
that the Company expects to use at certain investor meetings and presentations
can be accessed currently on the Company's website, www.unitedrentals.com. Such
information will be maintained on the Company's website for at least the period
of its use at such meetings and presentations or until superseded by more
The presentation includes certain financial measures - free cash flow, earnings
before interest, taxes, depreciation and amortization ("EBITDA"), adjusted
EBITDA and adjusted earnings per share ("adjusted EPS") - that are "non-GAAP
financial measures" as defined under the rules of the Securities and Exchange
Commission. 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, provision for income
taxes, interest expense, net, depreciation of rental equipment and non-rental
depreciation and amortization. Adjusted EBITDA represents EBITDA plus the sum of
the merger related costs, restructuring charge, stock compensation expense, net,
and the impact of the fair value mark-up of acquired RSC and NES fleet. Adjusted
EPS represents EPS plus the sum of the merger related costs, restructuring
charge, the impact of the fair value mark-up of acquired RSC and NES fleet, the
impact on depreciation related to acquired RSC and NES fleet and property and
equipment, the impact on interest expense related to fair value adjustment of
acquired RSC indebtedness, merger related intangible asset amortization, the
asset impairment charge and the loss on repurchase/redemption of debt securities
and amendment of ABL facility.
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 help investors gain an understanding of the factors and trends
affecting our ongoing cash earnings, from which capital investments are made and
debt is serviced; 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 8.01. Other Events.
On October 18, 2017, the Company announced that it will resume its pre-existing
$1 billion share repurchase program (the "Program"). The Program commenced in
November 2015 and was paused in October 2016 as the Company evaluated potential
acquisition opportunities. The Company has already completed $627 million of
repurchases under the Program, and intends to complete the remaining $373
million in 2018.
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