United Rentals (URI) 10-Q 2003 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2003

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                        to                                        

Commission File No. 1-14387

United Rentals, Inc.

Commission File No. 1-13663

United Rentals (North America), Inc.

(Exact names of registrants as specified in their charters)

Delaware Delaware	06-1522496 06-1493538
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Nos.)
Five Greenwich Office Park, Greenwich, Connecticut	06830
(Address of principal executive offices)	(Zip Code)

(203) 622-3131

(Registrants’ telephone number, including area code)

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

x  Yes  ¨  No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

x  Yes  ¨  No

As of November 7, 2003, there were 77,048,209 shares of the United Rentals, Inc. common stock, $.01 par value, outstanding. There is no market for the common stock of United Rentals (North America), Inc., all outstanding shares of which are owned by United Rentals, Inc.

This combined Form 10-Q is separately filed by (i) United Rentals, Inc. and (ii) United Rentals (North America), Inc. (which is a wholly owned subsidiary of United Rentals, Inc.). United Rentals (North America), Inc. meets the conditions set forth in general instruction H(1) (a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format permitted by such instruction.

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2003

INDEX

		Page
PART I	FINANCIAL INFORMATION
Item 1	Unaudited Consolidated Financial Statements
	United Rentals, Inc. Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002 (unaudited)	4
	United Rentals, Inc. Consolidated Statements of Operations for the Nine and Three Months Ended September 30, 2003 and 2002 (unaudited)	5
	United Rentals, Inc. Consolidated Statement of Stockholders’ Equity for the Nine Months Ended September 30, 2003 (unaudited)	6
	United Rentals, Inc. Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 and 2002 (unaudited)	7
	United Rentals (North America), Inc. Consolidated Balance Sheets as of September 30, 2003 and December 31, 2002 (unaudited)	8
	United Rentals (North America), Inc. Consolidated Statements of Operations for the Nine and Three Months Ended September 30, 2003 and 2002 (unaudited)	9
	United Rentals (North America), Inc. Consolidated Statement of Stockholder’s Equity for the Nine Months Ended June 30, 2003 (unaudited)	10
	United Rentals (North America), Inc. Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2003 and 2002 (unaudited)	11
	Notes to Unaudited Consolidated Financial Statements	12
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3	Quantitative and Qualitative Disclosures about Market Risk	47
Item 4	Controls and Procedures	47
PART II	OTHER INFORMATION
Item 1	Legal Proceedings	48
Item 6	Exhibits and Reports on Form 8-K	48
	Signatures	50

Certain statements contained in this Report are forward-looking in nature. Such statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “seek,” “on-track,” “plan,” “intend,” “target” or “anticipate,” or the negative thereof or comparable terminology, or by discussions of strategy. You are cautioned that our business and operations are subject to a variety of risks and uncertainties and, consequently, our actual results may materially differ from those projected by any forward-looking statements. Certain of these factors are discussed in Item 2 of Part I of this Report under the caption “—Factors that May Influence Future Results and Accuracy of Forward-Looking Statements.” We make no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made.

We make available on our internet website free of charge our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports as soon as practicable after we electronically file such reports with the SEC. Our website address is www.unitedrentals.com. The information contained in our website is not incorporated by reference in this Report.

UNITED RENTALS

United Rentals is the largest equipment rental company in the world. We offer for rent over 600 types of equipment—everything from heavy machines to hand tools—through our network of more than 750 rental locations in the United States, Canada and Mexico. We currently serve approximately 1.8 million customers, including construction and industrial companies, manufacturers, utilities, municipalities, homeowners and others.

Our fleet of rental equipment, the largest in the world, includes over 500,000 units having a total original purchase price of approximately $3.6 billion. The fleet includes:

• General construction and industrial equipment, such as backhoes, skid-steer loaders, forklifts, earthmoving equipment, material handling equipment, compressors, pumps and generators;

• Aerial work platforms, such as scissor lifts and boom lifts;

• General tools and light equipment, such as pressure washers, water pumps, heaters and hand tools;

• Traffic control equipment, such as barricades, cones, warning lights, message boards and pavement marking systems; and

• Trench safety equipment for underground work, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment.

In addition to renting equipment, we sell used rental equipment, act as a dealer for new equipment and sell related merchandise, parts and service.

Industry Background

Based on industry sources, we estimate that the U.S. equipment rental industry has grown from approximately $6.5 billion in annual rental revenues in 1990 to about $24 billion in 2002. This represents a compound annual growth rate of approximately 11.5%, although in the past two years industry rental revenues decreased by about $2 billion. The recent downturn in industry revenues is a reflection of the significant slowdown in private non-residential construction activity. This activity declined 13.3% in 2002 from 2001 and 6.2% in the first nine months of 2003 from the same period in the prior year according to Department of Commerce data. Our industry is particularly sensitive to changes in non-residential construction activity because to date the principal end market for rental equipment has been non-residential construction. When non-residential construction activity eventually rebounds, we would expect to see our industry resume its long-term growth trend.

1

We believe that long-term industry growth, in addition to reflecting general economic expansion, is driven by an end-user market that increasingly recognizes the many advantages of renting equipment rather than owning. Customers recognize that by renting they can:

• avoid the large capital investment required for many equipment purchases;

• access a broad selection of equipment and select the equipment best suited for each particular job;

• reduce storage and maintenance costs; and

• access the latest technologies without investing in new equipment.

While the construction industry has been the principal user of rental equipment to date, industrial companies, utilities and others are increasingly using rental equipment for plant maintenance, plant turnarounds and other operations requiring the periodic use of equipment. We believe that over the long term increasing rentals by the industrial sector could become a more significant factor in driving our industry’s growth.

Competitive Advantages

We believe that we benefit from the following competitive advantages:

Large and Diverse Rental Fleet.    Our rental fleet is the largest and most comprehensive in the industry. This allows us to:

• attract customers by providing “one-stop” shopping;

• serve a diverse customer base and reduce our dependence on any particular customer or group of customers; and

• serve customers who require substantial quantities and/or wide varieties of equipment.

Significant Purchasing Power.    We purchase large amounts of equipment, merchandise and other items, which enables us to negotiate favorable pricing, warranty and other terms with our vendors.

Operating Efficiencies.    We benefit from the following operating efficiencies:

Equipment Sharing Among Branches.    We generally group our branches into clusters of 10 to 30 locations that are in the same geographic area. Each branch within a cluster can access all available equipment in the cluster area. This increases equipment utilization because equipment that is idle at one branch can be marketed and rented through other branches. In the third quarter of 2003, the sharing of equipment among branches accounted for approximately 12.9%, or $81 million, of our total rental revenue.

Ability to Transfer Equipment Among Branches.    The size of our branch network gives us the ability to take advantage of strength at a particular branch or in a particular region by permanently transferring underutilized equipment from weaker to stronger areas.

Consolidation of Common Functions.    We reduce costs through the consolidation of functions that are common to our more than 750 branches, such as payroll, accounts payable, benefits and risk management, information technology and credit and collection, into 17 credit offices, two service centers and other centralized facilities.

State-of-the-Art Information Technology Systems.    We have state-of-the-art information technology systems that facilitate our ability to make rapid and informed decisions, respond quickly to changing market conditions, and share equipment among branches. We have an in-house team of information technology specialists who supports our systems.

2

Strong Brand Recognition.    We have strong brand recognition, which helps us to attract new customers and build customer loyalty.

Geographic and Customer Diversity.    We have more than 750 branches in 47 states, seven Canadian provinces and Mexico and serve customers that range from Fortune 500 companies to small companies and homeowners. We currently serve more than 1.8 million customers and our top ten customers account for less than 3% of our revenues. We believe that our geographic and customer diversity provide us with many advantages including: (1) enabling us to better serve National Account customers with multiple locations, (2) helping us achieve favorable resale prices by allowing us to access used equipment resale markets across the country, (3) reducing our dependence on any particular customer and (4) reducing the impact that fluctuations in regional economic conditions have on our overall financial performance.

National Account Program.    Our National Account sales force is dedicated to establishing and expanding relationships with large companies, particularly those with a national or multi-regional presence. We offer our National Account customers the benefits of a consistent level of service across North America, a wide selection of equipment and a single point of contact for all their equipment needs. We currently serve more than 1,700 National Account customers.

Strong and Motivated Branch Management.    Each of our branches has a full-time branch manager who is supervised by one of our 56 district managers and nine regional vice presidents. We believe that our managers are among the most knowledgeable and experienced in the industry, and we empower them—within budgetary guidelines—to make day-to-day decisions concerning branch matters. Senior management closely tracks branch, district and regional performance with extensive systems and controls, including performance benchmarks and detailed monthly operating reviews. The compensation of branch managers and other branch personnel is linked to their branch’s financial performance and return on assets. This incentivizes branch personnel to control costs, optimize pricing, share equipment with other branches and manage fleet efficiently.

3

UNITED RENTALS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2003			December 31, 2002
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	76,348		$	19,231
Accounts receivable, net of allowance for doubtful accounts of $48,404 in 2003 and $48,542 in 2002		535,376			466,196
Inventory		111,415			91,798
Prepaid expenses and other assets		150,707			131,293
Rental equipment, net		1,894,682			1,845,675
Property and equipment, net		409,992			425,352
Goodwill, net		1,728,633			1,705,191
Other intangible assets, net		3,707			5,821
	$	4,910,860		$	4,690,557
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable	$	212,103		$	207,038
Debt		2,555,931			2,512,798
Deferred taxes		265,137			225,587
Accrued expenses and other liabilities		226,575			187,079
Total liabilities		3,259,746			3,132,502
Commitments and contingencies
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust		221,550			226,550
Stockholders’ equity:
Preferred stock—$.01 par value, 5,000,000 shares authorized:
Series C perpetual convertible preferred stock—$300,000 liquidation preference, 300,000 shares issued and outstanding		3			3
Series D perpetual convertible preferred stock—$150,000 liquidation preference, 150,000 shares issued and outstanding		2			2
Common stock—$.01 par value, 500,000,000 shares authorized, 76,969,701 shares issued and outstanding in 2003 and 76,657,521 in 2002		769			765
Additional paid-in capital		1,328,891			1,341,290
Deferred compensation		(28,159	)		(52,988	)
Retained earnings		115,833			69,281
Accumulated other comprehensive income (loss)		12,225			(26,848	)
Total stockholders’ equity		1,429,564			1,331,505
	$	4,910,860		$	4,690,557

See accompanying notes.

4

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Nine Months Ended September 30						Three Months Ended September 30
	2003			2002			2003			2002
	(In thousands, except per share data)
Revenues:
Equipment rentals	$	1,619,783		$	1,613,365		$	625,748		$	615,484
Sales of rental equipment		120,977			133,184			44,391			39,411
Sales of equipment and merchandise and other revenues		384,281			380,278			134,995			128,208
Total revenues		2,125,041			2,126,827			805,134			783,103
Cost of revenues:
Cost of equipment rentals, excluding depreciation		880,435			843,160			330,978			332,772
Depreciation of rental equipment		248,888			242,816			85,722			84,206
Cost of rental equipment sales		79,665			87,287			28,717			26,303
Cost of equipment and merchandise sales and other operating costs		280,439			275,347			101,158			94,075
Total cost of revenues		1,489,427			1,448,610			546,575			537,356
Gross profit		635,614			678,217			258,559			245,747
Selling, general and administrative expenses		335,814			315,939			127,490			110,919
Non-rental depreciation and amortization		51,510			42,703			17,663			14,965
Operating income		248,290			319,575			113,406			119,863
Interest expense		158,796			146,206			53,420			48,691
Preferred dividends of a subsidiary trust		10,989			13,904			3,627			4,605
Other (income) expense, net		(1,831	)		(3,549	)		(223	)		(221	)
Income before provision for income taxes and cumulative effect of change in accounting principle		80,336			163,014			56,582			66,788
Provision for income taxes		33,784			63,549			24,698			26,021
Income before cumulative effect of change in accounting principle		46,552			99,465			31,884			40,767
Cumulative effect of change in accounting principle, net of tax benefit of $60,529					(288,339	)
Net income (loss)	$	46,552		$	(188,874	)	$	31,884		$	40,767
Earnings (loss) per share—basic:
Income available to common stockholders before cumulative effect of change in accounting principle	$	0.62		$	1.39		$	0.43		$	0.53
Cumulative effect of change in accounting principle, net					(3.82	)
Income (loss) available to common stockholders	$	0.62		$	(2.43	)	$	0.43		$	0.53
Earnings (loss) per share—diluted:
Income available to common stockholders before cumulative effect of change in accounting principle	$	0.50		$	1.07		$	0.34		$	0.43
Cumulative effect of change in accounting principle, net					(2.96	)
Income (loss) available to common stockholders	$	0.50		$	(1.89	)	$	0.34		$	0.43

See accompanying notes.

5

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

	Series C Perpetual Convertible Preferred Stock		Series D Perpetual Convertible Preferred Stock		Common Stock			Additional Paid-in Capital			Deferred Compensation			Retained Earnings		Comprehensive Income		Accumulated Other Comprehensive Income (Loss)
					Number of Shares	Amount
	(In thousands)
Balance, December 31, 2002	$	3	$	2	76,657	$	765	$	1,341,290		$	(52,988	)	$	69,281			$	(26,848	)
Comprehensive income:
Net income															46,552	$	46,552
Other comprehensive income:
Foreign currency translation adjustments																	34,448		34,448
Derivatives qualifying as hedges, net of tax																	4,625		4,625
Comprehensive income																$	85,625
Exercise of warrants and common stock options					18				254
Issuance of common stock under compensation plans, net of forfeitures					295		4		(431	)		927
Amortization of deferred compensation												23,902
Liquidation preference in excess of amounts paid for Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary									896
Tax effect of liquidation preference in excess of amounts paid for Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary previously repurchased									(13,118	)
Balance, September 30, 2003	$	3	$	2	76,970	$	769	$	1,328,891		$	(28,159	)	$	115,833			$	12,225

See accompanying notes.

6

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30
	2003			2002
	(In thousands)
Cash Flows From Operating Activities:
Net income (loss)	$	46,552		$	(188,874	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		300,398			285,519
Gain on sales of rental equipment		(41,312	)		(45,897	)
Deferred taxes		25,920			54,462
Amortization of deferred compensation		23,902			8,484
Cumulative effect of change in accounting principle					288,339
Changes in operating assets and liabilities:
Accounts receivable		(69,180	)		(89,940	)
Inventory		(7,659	)		99
Prepaid expenses and other assets		(5,515	)		(2,901	)
Accounts payable		5,065			64,705
Accrued expenses and other liabilities		48,298			(16,949	)
Net cash provided by operating activities		326,469			357,047
Cash Flows From Investing Activities:
Purchases of rental equipment		(320,578	)		(461,699	)
Purchases of property and equipment		(26,501	)		(32,604	)
Proceeds from sales of rental equipment		120,977			133,184
Deposits on rental equipment purchases		(10,929	)		(8,018	)
Buy-outs of operating leases		(56,529	)
Purchases of other companies		(5,001	)		(163,260	)
Net cash used in investing activities		(298,561	)		(532,397	)
Cash Flows From Financing Activities:
Proceeds from debt		247,191			304,151
Payments of debt		(215,175	)		(160,589	)
Payments of financing costs		(10,763	)		(3,052	)
Proceeds from the exercise of common stock options		237			63,755
Shares repurchased and retired					(26,726	)
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust repurchased and retired		(3,575	)		(11,480	)
Net cash provided by financing activities		17,915			166,059
Effect of foreign exchange rates		11,294			5,891
Net increase (decrease) in cash and cash equivalents		57,117			(3,400	)
Cash and cash equivalents at beginning of period		19,231			27,326
Cash and cash equivalents at end of period	$	76,348		$	23,926
Supplemental disclosure of cash flow information:
Cash paid for interest	$	145,118		$	150,294
Cash paid for income taxes, net of refunds	$	(342	)	$	2,710
Supplemental disclosure of non-cash investing and financing activities:
The Company acquired the net assets and assumed certain liabilities of other companies as follows:
Assets, net of cash acquired	$	3,314		$	173,079
Liabilities assumed		(50	)		(11,418	)
		3,264			161,661
Due to seller and other payments		1,737			1,599
Net cash paid	$	5,001		$	163,260

See accompanying notes.

7

UNITED RENTALS (NORTH AMERICA), INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2003			December 31, 2002
	(In thousands, except share data)
ASSETS
Cash and cash equivalents	$	76,348		$	19,231
Accounts receivable, net of allowance for doubtful accounts of $48,404 in 2003 and $48,542 in 2002		535,376			466,196
Inventory		111,415			91,798
Prepaid expenses and other assets		142,471			122,807
Rental equipment, net		1,894,682			1,845,675
Property and equipment, net		386,116			399,587
Goodwill, net		1,728,633			1,705,191
Other intangible assets, net	��	3,707			5,821
	$	4,878,748		$	4,656,306
LIABILITIES AND STOCKHOLDER’S EQUITY
Liabilities:
Accounts payable	$	212,103		$	207,038
Debt		2,555,931			2,512,798
Deferred taxes		265,137			225,587
Accrued expenses and other liabilities		262,539			209,728
Total liabilities		3,295,710			3,155,151
Commitments and contingencies
Stockholder’s equity:
Common stock—$.01 par value, 3,000 shares authorized, 1,000 shares issued and outstanding
Additional paid-in capital		1,582,070			1,581,833
Accumulated deficit		(11,257	)		(53,830	)
Accumulated other comprehensive income (loss)		12,225			(26,848	)
Total stockholder’s equity		1,583,038			1,501,155
	$	4,878,748		$	4,656,306

See accompanying notes.

8

UNITED RENTALS (NORTH AMERICA), INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Nine Months Ended September 30						Three Months Ended September 30
	2003			2002			2003			2002
	(In thousands)
Revenues:
Equipment rentals	$	1,619,783		$	1,613,365		$	625,748		$	615,484
Sales of rental equipment		120,977			133,184			44,391			39,411
Sales of equipment and merchandise and other revenues		384,281			380,278			134,995			128,208
Total revenues		2,125,041			2,126,827			805,134			783,103
Cost of revenues:
Cost of equipment rentals, excluding depreciation		880,435			843,160			330,978			332,772
Depreciation of rental equipment		248,888			242,816			85,722			84,206
Cost of rental equipment sales		79,665			87,287			28,717			26,303
Cost of equipment and merchandise sales and other operating costs		280,439			275,347			101,158			94,075
Total cost of revenues		1,489,427			1,448,610			546,575			537,356
Gross profit		635,614			678,217			258,559			245,747
Selling, general and administrative expenses		335,814			315,939			127,490			110,919
Non-rental depreciation and amortization		44,772			36,076			15,443			12,667
Operating income		255,028			326,202			115,626			122,161
Interest expense		158,796			146,206			53,420			48,691
Other (income) expense, net		(1,831	)		(3,549	)		(223	)		(221	)
Income before provision for income taxes and cumulative effect of change in accounting principle		98,063			183,545			62,429			73,691
Provision for income taxes		40,926			71,556			27,250			28,713
Income before cumulative effect of change in accounting principle		57,137			111,989			35,179			44,978
Cumulative effect of change in accounting principle, net of tax benefit of $60,529					(288,339	)
Net income (loss)	$	57,137		$	(176,350	)	$	35,179		$	44,978

See accompanying notes.

9

UNITED RENTALS (NORTH AMERICA), INC.

CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY

(Unaudited)

	Common Stock		Additional Paid-In Capital		Accumulated Deficit			Comprehensive Income		Accumulated Other Comprehensive Income (Loss)
	Number of Shares	Amount
	(In thousands, except share data)
Balance, December 31, 2002	1,000		$	1,581,833	$	(53,830	)			$	(26,848	)
Comprehensive income:
Net income						57,137		$	57,137
Other comprehensive income:
Foreign currency translation adjustments									34,448		34,448
Derivatives qualifying as hedges, net of tax									4,625		4,625
Comprehensive income								$	96,210
Contributed capital from parent				237
Dividend distributions to parent						(14,564	)
Balance, September 30, 2003	1,000		$	1,582,070	$	(11,257	)			$	12,225

See accompanying notes.

10

UNITED RENTALS (NORTH AMERICA), INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended September 30
	2003			2002
	(In thousands)
Cash Flows From Operating Activities:
Net income (loss)	$	57,137		$	(176,350	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		293,660			278,892
Gain on sales of rental equipment		(41,312	)		(45,897	)
Deferred taxes		25,920			54,462
Cumulative effect of change in accounting principle					288,339
Changes in operating assets and liabilities:
Accounts receivable		(69,180	)		(89,940	)
Inventory		(7,659	)		99
Prepaid expenses and other assets		(599	)		(879	)
Accounts payable		5,065			64,705
Accrued expenses and other liabilities		74,743			(6,408	)
Net cash provided by operating activities		337,775			367,023
Cash Flows From Investing Activities:
Purchases of rental equipment		(320,578	)		(461,699	)
Purchases of property and equipment		(26,818	)		(28,676	)
Proceeds from sales of rental equipment		120,977			133,184
Deposits on rental equipment purchases		(10,929	)		(8,018	)
Buy-outs of operating leases		(56,529	)
Purchases of other companies		(5,001	)		(163,260	)
Net cash used in investing activities		(298,878	)		(528,469	)
Cash Flows From Financing Activities:
Proceeds from debt		247,191			304,151
Payments of debt		(215,175	)		(160,589	)
Payments of financing costs		(10,763	)		(3,052	)
Capital contributions by parent		237			63,755
Dividend distributions to parent		(14,564	)		(52,110	)
Net cash provided by financing activities		6,926			152,155
Effect of foreign exchange rates		11,294			5,891
Net increase (decrease) in cash and cash equivalents		57,117			(3,400	)
Cash and cash equivalents at beginning of period		19,231			27,326
Cash and cash equivalents at end of period	$	76,348		$	23,926
Supplemental disclosure of cash flow information:
Cash paid for interest	$	134,075		$	136,390
Cash paid for income taxes, net of refunds	$	(342	)	$	2,710
Supplemental disclosure of non-cash investing and financing activities:
The Company acquired the net assets and assumed certain liabilities of other companies as follows:
Assets, net of cash acquired	$	3,314		$	173,079
Liabilities assumed		(50	)		(11,418	)
		3,264			161,661
Due to seller and other payments		1,737			1,599
Net cash paid	$	5,001		$	163,260

See accompanying notes.

11

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.    Basis of Presentation

General

United Rentals, Inc., (“Holdings” or the “Company”) is principally a holding company and conducts its operations primarily through its wholly owned subsidiary United Rentals (North America), Inc. (“URI”) and subsidiaries of URI. Separate footnote information is not presented for the financial statements of URI and subsidiaries as that information is substantially equivalent to that presented below. Earnings per share data is not provided for the operating results of URI and its subsidiaries as they are wholly owned subsidiaries of Holdings.

The Consolidated Financial Statements of the Company included herein are unaudited and, in the opinion of management, such financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the results of the interim periods presented. Interim financial statements do not require all disclosures normally presented in year-end financial statements, and, accordingly, certain disclosures have been omitted. Results of operations for the nine and three month periods ended September 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. The Consolidated Financial Statements included herein should be read in conjunction with the Company’s Consolidated Financial Statements and related Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.

Impact of Recently Issued Accounting Standards

In April 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. This standard rescinds SFAS No. 4, “Reporting Gains and Losses from Extinguishment of Debt”, and an amendment of that Statement, SFAS No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements”. This standard also rescinds SFAS No. 44, “Accounting for Intangible Assets of Motor Carriers”. This standard amends SFAS No. 13, “Accounting for Leases”, to eliminate an inconsistency related to the required accounting for sale-leaseback transactions and certain lease modifications. This standard also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The Company adopted this standard on January 1, 2003, and reclassified a pre-tax extraordinary loss of approximately $18.1 million recognized during the second quarter of 2001 to operating income. The adoption of the remaining provisions of SFAS No. 145 did not have a material effect on the Company’s consolidated financial position or results of operations.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure”. This standard provides alternative methods of transition to the fair value method of accounting for stock-based employee compensation under SFAS No. 123, “Accounting for Stock-Based Compensation,” but does not require the Company to use the fair value method. This standard also amends certain disclosure requirements related to stock-based employee compensation. The Company adopted the disclosure portion of this standard as of December 31, 2002 and such adoption is reflected under “—Stock-Based Compensation” below.

In January 2003, the FASB issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities,” which addresses consolidation of variable interest entities (“VIEs”). FIN 46 requires a VIE to be consolidated by a parent company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. A VIE is a corporation, partnership, trust or any other legal structure used for business purposes that either does not have equity investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. The consolidation requirements of FIN 46 apply immediately to VIEs created

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

after January 31, 2003. For entities created prior to February 1, 2003, the effective date of these requirements, which originally was July 1, 2003, has been deferred so as not to apply until the first period ending after December 15, 2003. The adoption of the provisions of this interpretation related to entities created after January 31, 2003 did not have a material effect on the Company’s statements of financial position or results of operations. The Company believes the adoption of the remaining provisions of this interpretation will not have a material effect on its statements of financial position or results of operations due to the modifications that were made to certain of the Company’s operating leases which were deemed to have been with VIEs.

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. This standard amends and clarifies financial accounting and reporting for derivative instruments and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This standard is effective for contracts entered into or modified after June 30, 2003, except as stated below, and for hedging relationships designated after June 30, 2003. The provisions of this standard that relate to SFAS No. 133 Implementation Issues that have been effective for fiscal quarters that began prior to June 15, 2003, should continue to be applied in accordance with their respective effective dates. The adoption of this standard did not have a material effect on the Company’s statements of financial position or results of operations.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This standard requires that financial instruments falling within the scope of this standard be classified as liabilities. This standard is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective with the first interim period beginning after June 15, 2003. The adoption of this standard did not have a material effect on the Company’s statements of financial position or results of operations.

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Stock-Based Compensation

The Company accounts for its stock-based compensation arrangements using the intrinsic value method under the provisions of Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”. At September 30, 2003, the Company had six stock-based compensation plans. Since stock options are granted by the Company with exercise prices at or greater than the fair value of the shares at the date of grant, no compensation expense is recognized. Restricted stock awards granted by the Company are recognized as deferred compensation. The Company recognizes compensation expense related to these restricted stock awards over their vesting periods or earlier upon acceleration of vesting. During 2003, the Company recognized increased amortization for the accelerated vesting of approximately 865,000 shares of restricted stock. The following table provides additional information related to the Company’s stock-based compensation arrangements for the nine and three months ended September 30, 2003 and 2002 had the Company used the fair value method of accounting for stock-based employee compensation under SFAS No. 123 (in thousands, except per share data):

	Nine Months Ended September 30						Three Months Ended September 30
	2003			2002			2003			2002
Net income (loss), as reported	$	46,552		$	(188,874	)	$	31,884		$	40,767
Plus: Stock-based compensation expense included in reported net income (loss), net of tax		17,486			5,175			11,710			1,805
Less: Stock-based compensation expense determined using the fair value method, net of tax		(19,372	)		(8,733	)		(12,322	)		(2,991	)
Pro forma net income (loss)	$	44,666		$	(192,432	)	$	31,272		$	39,581
Basic loss per share:
As reported	$	0.62		$	(2.43	)	$	0.43		$	0.53
Pro forma	$	0.59		$	(2.48	)	$	0.42		$	0.52
Diluted loss per share:
As reported	$	0.50		$	(1.89	)	$	0.34		$	0.43
Pro forma	$	0.48		$	(1.92	)	$	0.33		$	0.41

Tax Effect Related to Repurchases of Company-Obligated Mandatorily Redeemable Convertible Preferred Securities of a Subsidiary Trust

The Company repurchased 1,469,000 shares of a subsidiary trust’s 6 ¹/2% Convertible Quarterly Income Preferred Securities during 2002 for aggregate consideration of approximately $38.1 million. The liquidation preference in excess of amounts paid of approximately $35.3 million was recorded in the Company’s consolidated statement of stockholders’ equity. In the third quarter of 2003, based upon a review of applicable federal income tax regulations, the Company recorded additional deferred taxes of approximately $13.1 million related to the discount. The result of the foregoing was to increase deferred taxes on the Company’s consolidated balance sheet by $13.1 million and reduce stockholders’ equity by a corresponding amount.

2.    Acquisitions

During the nine months ended September 30, 2003, the Company completed one acquisition and during the year ended December 31, 2002, the Company completed two acquisitions, one of which is further described below. The results of operations of the businesses acquired in these acquisitions have been included in the Company’s results of operations from their respective acquisition dates.

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On June 30, 2002, the Company acquired 35 rental locations from National Equipment Services, Inc. for approximately $111.6 million in cash, which was determined based primarily on the number of locations acquired and their financial performance. The acquisition of these rental locations was made to complement the Company’s existing network of rental locations. The results of operations of the acquisition are included in the Company’s statement of operations as of the date of acquisition.

The purchase prices for the acquisitions have been allocated to the assets acquired and liabilities assumed based on their respective fair values at their respective acquisition dates. However, the Company has not completed its valuation of its 2003 purchase and, accordingly, the purchase price allocations are subject to change when additional information concerning asset and liability valuations are completed. The preliminary purchase price allocations that are subject to change primarily consist of rental and non-rental equipment valuations. These allocations are finalized within 12 months of the acquisition date and are not expected to result in significant differences between the preliminary and final allocations.

The following table summarizes, on an unaudited pro forma basis, the results of operations of the Company for the nine months ended September 30, 2002 as though each acquisition which was consummated during the period January 1, 2003 to September 30, 2003 as mentioned above and in Note 3 to the Notes to Consolidated Financial Statements included in the Company’s 2002 Annual Report on Form 10-K was made on January 1, 2002 (in thousands, except per share data):

	Nine Months Ended September 30, 2002
Revenues	$	2,153,669
Income before cumulative effect of change in accounting principle	$	99,991
Net loss	$	(188,348	)
Basic earnings per share before cumulative effect of change in accounting principle	$	1.39
Basic loss per share	$	(2.43	)
Diluted earnings per share before cumulative effect of change in accounting principle	$	1.08
Diluted loss per share	$	(1.88	)

The unaudited pro forma results are based upon certain assumptions and estimates which are subject to change. These results are not necessarily indicative of the actual results of operations that might have occurred, nor are they necessarily indicative of expected results in the future.

The acquisitions made in 2002 had no impact on, and the acquisition made in 2003 had an insignificant impact on, the Company’s pro forma results of operations for the three months ended September 30, 2002. The acquisition made in 2003 had an insignificant impact on the Company’s pro forma results of operations for the nine and three months ended September 30, 2003. Therefore, pro forma results of operations for the periods described in this paragraph are not shown.

3.    Goodwill and Other Intangible Assets

Goodwill consists of the excess of cost over the fair value of indentifiable net assets acquired. The goodwill related to an acquisition is allocated to the acquired branches and other branches that are expected to benefit from synergies resulting from the acquisition. The allocation among such branches is based upon the relative financial performance of each branch.

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Changes in the Company’s carrying amount of goodwill for the first nine months of 2003 are as follows (in thousands):

Balance at December 31, 2002	$	1,705,191
Foreign currency translation and other adjustments		21,487
Goodwill related to acquisitions		1,955
Balance at September 30, 2003	$	1,728,633

As required upon the adoption of SFAS No. 142 on January 1, 2002, the Company recorded a non-cash charge of approximately $348.9 million ($288.3 million, net of tax). This impairment charge, net of tax benefit, was recorded on the statement of operations as a “Cumulative Effect of Change in Accounting Principle.”

Under SFAS No. 142, the Company is required to review its goodwill for further impairment at least annually. The Company generally conducts its annual impairment testing in the fourth quarter of the year. However, impairment testing may be required earlier during a year if events or circumstances suggest that the Company’s goodwill could be impaired.

The Company conducted its first annual impairment analysis in the fourth quarter of 2002 and recorded an additional non-cash impairment charge of approximately $247.9 million. This impairment charge was shown on the statement of operations as “goodwill impairment.”

The Company’s next annual impairment analysis will review impairment as of October 1, 2003. It is estimated that the Company will record a non-cash impairment charge in the fourth quarter of 2003 of approximately $300 million. However, the Company has not completed its impairment analysis and, accordingly, the actual amount could be materially higher or lower.

The Company tests for goodwill impairment on a branch-by-branch basis rather than on an aggregate basis. This means that a goodwill write-off is required even if only one or a limited number of the Company’s branches has impairment as of the annual testing date or at any other date when an indicator of impairment may exist and even if there is no impairment for all our branches on an aggregate basis. In addition, the Company assesses impairment solely on the basis of recent historical performance and without reference to expected future performance. This means that, if the historical data for a branch indicates impairment, a goodwill write-off is required even when the Company believes that branch’s future performance will be significantly better. The fact that the Company tests for impairment on a branch-by-branch basis and uses only historical financial data in assessing impairment increases the likelihood that it will be required to take additional non-cash goodwill write-offs in the future, although the Company cannot quantify at this time the magnitude of any future write-offs beyond the estimated fourth quarter write-off described above. Future goodwill write-offs, if required, may have a material adverse effect on the Company’s results.

Other intangible assets consist of non-compete agreements and are amortized over periods ranging from three to eight years. The cost of other intangible assets and the related accumulated amortization as of September 30, 2003 were $17.5 million and $13.8 million, respectively, and as of December 31, 2002 were $17.0 million and $11.2 million, respectively. Amortization expense of other intangible assets was $3.0 million for the first nine months of 2003.

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of September 30, 2003, estimated amortization expense of other intangible assets for the remainder of 2003 and for each of the next five years is as follows (in thousands):

Remainder of 2003	$	826
2004		1,637
2005		574
2006		293
2007		270
2008		70
Thereafter		37
	$	3,707

4.    Restructuring Charges

The Company adopted a restructuring plan in 2001 and a restructuring plan in the fourth quarter of 2002 as described below. In connection with these plans, the Company recorded pre-tax restructuring charges of $28.9 million in 2001 and $28.3 million in the fourth quarter of 2002.

The 2001 plan involved the following principal elements: (i) 31 underperforming branches and five administrative offices were closed or consolidated with other locations ($18.3 million), (ii) the reduction of the Company’s workforce by 489 through the termination of branch and administrative personnel ($5.7 million) and (iii) certain information technology hardware and software was no longer used ($4.9 million).

The 2002 plan involved the following principal elements: (i) the closure or consolidation with other locations of 42 underperforming branches and five administrative offices (including 36 closed or consolidated as of September 30, 2003) ($24.6 million); (ii) a reduction of the Company’s workforce by 412 ($2.8 million), and (iii) a certain information technology project was abandoned ($0.9 million).

The aggregate balance of the 2001 and 2002 charges was $19.3 million as of September 30, 2003, consisting of $1.2 million for the 2001 charge and $18.1 million for the 2002 charge, and $27.1 million as of December 31, 2002, consisting of $2.3 million for the 2001 charge and $24.8 million for the 2002 charge. The Company estimates that approximately $2.2 million (primarily in cash) of the aggregate amount will be paid by December 31, 2003 and approximately $17.1 million will be paid in future periods.

Components of the restructuring charges are as follows (in thousands):

	Balance December 31, 2002		Activity in 2003			Balance September 30, 2003
Costs to vacate facilities	$	22,258	$	(6,393	)	$	15,865
Workforce reduction costs		3,462		(844	)		2,618
Information technology costs		1,395		(587	)		808
	$	27,115	$	(7,824	)	$	19,291

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5.    Earnings Per Share

The following table sets forth the computation of basic and diluted earnings (loss) per share (in thousands, except per share data):

	Nine Months Ended September 30					Three Months Ended September 30
	2003		2002			2003		2002
Numerator:
Income before cumulative effect of change in accounting principle	$	46,552	$	99,465		$	31,884	$	40,767
Plus: Liquidation preference in excess of amounts paid for convertible preferred securities		896		5,270			896
Income available to common stockholders	$	47,448	$	104,735		$	32,780	$	40,767
Denominator:
Denominator for basic earnings per share—weighted-average shares		76,920		75,489			76,956		76,539
Effect of dilutive securities:
Employee stock options		161		1,113			782		307
Warrants		1,250		3,952			2,278		1,861
Series C perpetual convertible preferred stock		12,000		12,000			12,000		12,000
Series D perpetual convertible preferred stock		5,000		5,000			5,000		5,000
Denominator for diluted earnings per share—adjusted weighted-average shares		95,331		97,554			97,016		95,707
Earnings per share—basic:
Income available to common stockholders before cumulative effect of change in accounting principle	$	0.62	$	1.39		$	0.43	$	0.53
Cumulative effect of change in accounting principle, net				(3.82	)
Income (loss) available to common stockholders	$	0.62	$	(2.43	)	$	0.43	$	0.53
Earnings per share—diluted:
Income available to common stockholders before cumulative effect of change in accounting principle	$	0.50	$	1.07		$	0.34	$	0.43
Cumulative effect of change in accounting principle, net				(2.96	)
Income (loss) available to common stockholders	$	0.50	$	(1.89	)	$	0.34	$	0.43

6.    Financing Transactions

New 10 ³/4% Senior Notes.    On April 9, 2003, URI issued an additional $200 million aggregate principal amount of its 10 ³/4% Senior Notes (the “2003 10 ³/4% Notes”) which are due April 15, 2008. The gross proceeds to the Company from the sale of the 2003 10 ³/4% Notes were $207 million and the net proceeds were approximately $202 million (after deducting the initial purchasers’ discount and offering expenses). The 2003 10 ³/4% Notes mature on April 15, 2008 and may be redeemed by URI on or after April 15, 2005, at specified redemption prices that range from 105.375% in 2005 to 100.0% in 2007 and thereafter. In addition, on or prior to April 15, 2004, URI may, at its option, use the proceeds of a public equity offering to redeem up to 35% of the outstanding 2003 10 ³/4% Notes at a redemption price of 110.75%. The indenture governing the 2003 10 ³/4% Notes contains certain restrictive covenants, including limitations on (i) additional indebtedness, (ii) restricted payments, (iii) liens, (iv) dividends and other payments, (v) preferred stock of certain subsidiaries, (vi) transactions with affiliates, (vii) the disposition of proceeds of asset sales and (viii) the Company’s ability to

18

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

consolidate, merge or sell all or substantially all of its assets. The Company used substantially all of the net proceeds from the 2003 10 ³/4% Notes to pay down its outstanding borrowings under its receivables securitization facility.

New Receivables Securitization Facility.    On June 17, 2003, the Company obtained a new accounts receivable securitization facility under which one of its subsidiaries can borrow up to $250 million based upon a qualifying collateral pool of accounts receivable. Upon obtaining this facility, the Company terminated its existing accounts receivable securitization facility.

The borrowings under the new facility and the receivables in the collateral pool are included in the liabilities and assets, respectively, reflected on the Company’s consolidated balance sheet. However, such assets are only available to satisfy the obligations of the borrower subsidiary.

Key terms of this facility include:

• borrowings may be made only to the extent that the face amount of the receivables in the collateral pool exceeds the outstanding loans by a specified amount;

• the facility is structured so that the receivables in the collateral pool are the lenders’ only source of repayment;

• prior to expiration or early termination of the facility, amounts collected on the receivables may, subject to certain conditions, be retained by the borrower, provided that the remaining receivables in the collateral pool are sufficient to secure the then outstanding borrowings; and

• after expiration or early termination of the facility, no new amounts will be advanced under the facility and collections on the receivables securing the facility will be used to repay the outstanding borrowings.

Outstanding borrowings under the facility generally accrue interest at the commercial paper rate plus 1%. However, after expiration or early termination of the facility, outstanding borrowings will accrue interest at 0.5% plus the greater of (i) the prime rate and (ii) the Federal Funds Rate plus 0.5%. The Company is also required to pay a commitment fee of 0.45% per annum in respect of undrawn commitments under the facility. As of September 30, 2003, there was no amount outstanding under the facility.

The agreement governing this facility is scheduled to expire on September 30, 2006. However, the lenders under this facility, at their option, may terminate the facility earlier upon the occurrence of certain events, including: (i) the long-term senior secured debt rating of URI or, subject to certain conditions, Holdings, is downgraded to be at or below “B” by Standard & Poor’s Rating Services; (ii) the long-term senior unsecured debt rating of URI or, subject to certain conditions, Holdings, is downgraded to be at or below “CCC+” by Standard & Poor’s Rating Services; (iii) the long-term issuer rating of URI or, subject to certain conditions, Holdings, is downgraded to be at or below “Caa” by Moody’s Investors Service; (iv) the long-term senior implied rating of URI or, subject to certain conditions, Holdings, is downgraded to be at or below “B3” by Moody’s Investors Service; or (v) either Standard & Poor’s Rating Services or Moody’s Investors Service ceases to provide any such rating.

Interest Rate Swap Agreements.    During the first nine months of 2003, the Company entered into interest rate swap agreements that converted (i) $210 million of 10 ³/4% senior notes issued in December 2002 to a floating rate instrument through 2008, (ii) $200 million of the 2003 10 ³/4% Notes to a floating rate instrument through 2008 and (iii) $200 million of the Company’s 9% notes to a floating rate instrument through 2009. Changes in the fair values of these hedges, designated fair value hedges, along with an offsetting change in the

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

fair values of the hedged items, are recorded in the statement of operations. The Company also entered into interest rate swap agreements that converted $220 million of its term loan to a fixed rate instrument through 2003. Changes in the fair value of this hedge, designated a cash flow hedge, are recorded in other comprehensive income and reclassified into earnings in the same periods during which the hedged transaction affects earnings. There is no ineffectiveness related to these hedges.

Amendment to Credit Facility.    Effective August 14, 2003, the Company entered into an amendment to the agreement governing its revolving credit facility and term loan. The amendment, among other things, (i) increases the portion of the facility available for letters of credit from $175 million to $250 million, (ii) increases the portion of the facility available for borrowings by one of the Company’s Canadian subsidiaries from $75 million to $100 million, and (iii) allows the Company to exclude, up to specified limits, charges related to store closings for purposes of calculating certain ratios. The amendment does not change the overall size of the facility, the applicable interest rates or the financial covenants (except to permit the exclusion of certain charges as described above).

7.    Comprehensive Income

The following table sets forth the Company’s comprehensive income (loss) (in thousands):

	Nine Months Ended September 30					Three Months Ended September 30
	2003		2002			2003		2002
Net income (loss)	$	46,552	$	(188,874	)	$	31,884	$	40,767
Other comprehensive income (loss):
Foreign currency translation adjustment		34,448		310			955		(9,478	)
Derivatives qualifying as hedges, net of tax		4,625		(308	)		2,014		(432	)
Comprehensive income (loss)	$	85,625	$	(188,872	)	$	34,853	$	30,857

8.    Restricted Stock and Operating Leases

Restricted Stock.    The Company has granted to employees other than executive officers and directors approximately 1,200,000 shares of restricted stock that contain the following provisions. The shares vest in 2004, 2005 or 2006 or earlier upon a change in control of the Company, death, disability, retirement or certain terminations of employment, and are subject to forfeiture prior to vesting on certain other terminations of employment, the violation of non-compete provisions and certain other events. The grants provide that the Company will pay to employees who vest in their restricted stock, and who sell their restricted stock within five trading days after vesting, a maximum aggregate amount for all these employees of: (i) approximately $300,000 for each dollar by which the per share proceeds of these sales are less than $27.26 but more than $15.17; (ii) approximately $800,000 for each dollar by which the per share proceeds of these sales are less than $15.17 but more than $9.18; and (iii) approximately $1,200,000 for each dollar by which the per share proceeds of these sales are less than $9.18.

If the average closing price for the Company’s common stock is at least $20.00 for at least 20 consecutive trading days, then an aggregate of approximately 400,000 restricted shares held by executive officers will automatically vest. Upon the vesting of such shares, the Company will incur a non-cash charge equal to the unamortized portion of the deferred compensation charge associated with the award of such shares. For example, if the vesting were to occur in the fourth quarter of 2003, the Company would incur a non-cash charge of approximately $7.0 million.

Operating Leases.    As part of certain of its equipment operating leases, the Company guarantees that the value of the equipment at the end of the lease term will not be less than a specified projected residual value. The

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

use of these guarantees helps to lower the Company’s monthly operating lease payments. The Company does not know at this time the extent to which the actual residual values may be less than the guaranteed residual values and, accordingly, cannot quantify the amount that it will be required to pay, if any, under these guarantees. If the actual residual value for all equipment subject to such guarantees were to be zero, then the Company’s maximum potential liability under these guarantees would be approximately $298.4 million. Under applicable accounting standards, this potential liability was not reflected on the Company’s balance sheet as of September 30, 2003 or any prior date.

Subsequent to September 30, 2003, the Company completed two financing transactions and expects to use a portion of the net proceeds to buy-out existing equipment leases, see Note 10. The buy-out price for a lease will generally equal the amount of the remaining lease obligation plus any early termination fee required by the lessor. In connection with each buy-out, the Company will be required to record a charge equal to the difference between the buy-out price and the fair market value of the equipment acquired. The Company has not finalized the terms of any buy-out and, accordingly, cannot quantify at this time the amount of the charges it will incur. However, based on a preliminary assessment of the leases the Company is considering buying out, the Company estimates that the aggregate charges will be approximately $100 million (approximately $70 million to $80 million of which represents the estimated difference between the remaining lease obligations and the fair market value of the equipment and the balance of which represents estimated early termination fees). The actual amount of aggregate charges could be materially higher or lower.

9.    Condensed Consolidating Financial Information of Guarantor Subsidiaries

Certain indebtedness of URI, a 100%-owned subsidiary of Holdings (the “Parent”), is guaranteed by substantially all of URI’s United States subsidiaries (the “guarantor subsidiaries”) and, in certain cases, also by Parent. However, this indebtedness is not guaranteed by URI’s foreign subsidiaries (the “non-guarantor subsidiaries”) and certain of its United States subsidiaries. The guarantor subsidiaries are all 100%-owned and the guarantees are made on a joint and several basis and are full and unconditional (subject to subordination provisions and subject to a standard limitation which provides that the maximum amount guaranteed by each guarantor will not exceed the maximum amount that can be guaranteed without making the guarantee void under fraudulent conveyance laws). Separate consolidated financial statements of the guarantor subsidiaries have not been presented because management believes that such information would not be material to investors. However, condensed consolidating financial information as of September 30, 2003 and December 31, 2002, and for each of the nine and three month periods ended September 30, 2003 and 2002, are presented. The condensed consolidating financial information of the Company and its subsidiaries are as follows:

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UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING BALANCE SHEET

September 30, 2003

	Parent			URI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Other and Eliminations			Consolidated Total
	(In thousands)
ASSETS
Cash and cash equivalents							$	38,587		$	37,761					$	76,348
Accounts receivable, net					19,327			474,273			41,776						535,376
Intercompany receivable (payable)					712,717			(478,440	)		(234,277	)
Inventory					43,493			61,462			6,460						111,415
Prepaid expenses and other assets					40,955			99,172			2,344		$	8,236			150,707
Rental equipment, net					1,026,450			707,157			161,075						1,894,682
Property and equipment, net	$	23,876			110,949			257,690			17,477						409,992
Investment in subsidiaries		1,627,238			2,338,300									(3,965,538	)
Intangible assets, net					245,505			1,343,677			143,158						1,732,340
	$	1,651,114		$	4,537,696		$	2,503,578		$	175,774		$	(3,957,302	)	$	4,910,860
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable				$	77,279		$	123,639		$	11,185					$	212,103
Debt	$	221,550			2,493,827			9,749			52,355		$	(221,550	)		2,555,931
Deferred taxes					252,109			(805	)		13,833						265,137
Accrued expenses and other liabilities					145,295			110,084			7,160			(35,964	)		226,575
Total liabilities		221,550			2,968,510			242,667			84,533			(257,514	)		3,259,746
Commitments and contingencies
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust														221,550			221,550
Stockholders’ equity:
Preferred stock		5															5
Common stock		769															769
Additional paid-in capital		1,328,891			1,582,070			1,901,936			68,395			(3,552,401	)		1,328,891
Deferred compensation		(28,159	)														(28,159	)
Retained earnings		115,833			(11,257	)		358,975			8,994			(356,712	)		115,833
Accumulated other comprehensive income (loss)		12,225			(1,627	)					13,852			(12,225	)		12,225
Total stockholders’ equity		1,429,564			1,569,186			2,260,911			91,241			(3,921,338	)		1,429,564
	$	1,651,114		$	4,537,696		$	2,503,578		$	175,774		$	(3,957,302	)	$	4,910,860

22

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2002

	Parent			URI			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Other and Eliminations			Consolidated Total
	(In thousands)
ASSETS
Cash and cash equivalents							$	16,908		$	2,323					$	19,231
Accounts receivable, net				$	7,354			79,975			378,867						466,196
Intercompany receivable (payable)					444,461			(75,866	)		(368,595	)
Inventory					36,602			50,450			4,746						91,798
Prepaid expenses and other assets					42,158			79,323			1,326		$	8,486			131,293
Rental equipment, net					1,003,791			709,615			132,269						1,845,675
Property and equipment, net	$	25,765			137,713			246,307			15,567						425,352
Investment in subsidiaries		1,532,290			2,216,629									(3,748,919	)
Intangible assets, net					243,529			1,344,537			122,946						1,711,012
	$	1,558,055		$	4,132,237		$	2,451,249		$	289,449		$	(3,740,433	)	$	4,690,557
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable				$	50,931		$	139,922		$	16,185					$	207,038
Debt	$	226,550			2,293,618			711			218,469		$	(226,550	)		2,512,798
Deferred taxes					226,392			(805	)								225,587
Accrued expenses and other liabilities					58,968			115,430			8,699			3,982			187,079
Total liabilities		226,550			2,629,909			255,258			243,353			(222,568	)		3,132,502
Commitments and contingencies
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust														226,550			226,550
Stockholders’ equity:
Preferred stock		5															5
Common stock		765															765
Additional paid-in capital		1,341,290			1,562,410			1,901,936			68,395			(3,532,741	)		1,341,290
Deferred compensation		(52,988	)														(52,988	)
Retained earnings		69,281			(53,830	)		294,055			(1,703	)		(238,522	)		69,281
Accumulated other comprehensive loss		(26,848	)		(6,252	)					(20,596	)		26,848			(26,848	)
Total stockholders’ equity		1,331,505			1,502,328			2,195,991			46,096		$	(3,744,415	)		1,331,505
	$	1,558,055		$	4,132,237		$	2,451,249		$	289,449		$	(3,740,433	)	$	4,690,557

23

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	For the Nine Months Ended September 30, 2003
	Parent			URI			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Other and Eliminations			Consolidated Total
	(In thousands)
Revenues:
Equipment rentals				$	693,212		$	825,354		$	101,217				$	1,619,783
Sales of rental equipment					54,976			54,935			11,066					120,977
Sales of equipment and merchandise and other revenues					185,380			170,003			28,898					384,281
Total revenues					933,568			1,050,292			141,181					2,125,041
Cost of revenues:
Cost of equipment rentals, excluding depreciation					339,191			492,901			48,343					880,435
Depreciation of rental equipment					118,640			109,846			20,402					248,888
Cost of rental equipment sales					36,065			36,868			6,732					79,665
Cost of equipment and merchandise sales and other operating costs					135,326			123,598			21,515					280,439
Total cost of revenues					629,222			763,213			96,992					1,489,427
Gross profit					304,346			287,079			44,189					635,614
Selling, general and administrative expenses					149,650			164,848			21,316					335,814
Non-rental depreciation and amortization	$	6,488			22,865			19,664			2,244	$	249			51,510
Operating income (loss)		(6,488	)		131,831			102,567			20,629		(249	)		248,290
Interest expense		10,989			153,625			2,477			2,694		(10,989	)		158,796
Preferred dividends of a subsidiary trust													10,989			10,989
Other (income) expense, net					7,929			(11,050	)		1,290					(1,831	)
Income (loss) before provision (benefit) for income taxes		(17,477	)		(29,723	)		111,140			16,645		(249	)		80,336
Provision (benefit) for income taxes		(7,041	)		(11,243	)		46,220			5,948		(100	)		33,784
Income (loss) before equity in net earnings of subsidiaries		(10,436	)		(18,480	)		64,920			10,697		(149	)		46,552
Equity in net earnings of subsidiaries		56,988			75,617								(132,605	)
Net income	$	46,552		$	57,137		$	64,920		$	10,697	$	(132,754	)	$	46,552

24

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	For the Nine Months Ended September 30, 2002
	Parent			URI			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Other and Eliminations			Consolidated Total
	(In thousands)
Revenues:
Equipment rentals				$	676,996		$	853,976		$	82,393					$	1,613,365
Sales of rental equipment					75,293			45,641			12,250						133,184
Sales of equipment and merchandise and other revenues					181,206			177,180			21,892						380,278
Total revenues					933,495			1,076,797			116,535						2,126,827
Cost of revenues:
Cost of equipment rentals, excluding depreciation					311,566			491,116			40,478						843,160
Depreciation of rental equipment					112,334			114,541			15,941						242,816
Cost of rental equipment sales					48,313			31,454			7,520						87,287
Cost of equipment and merchandise sales and other operating costs					134,638			124,598			16,111						275,347
Total cost of revenues					606,851			761,709			80,050						1,448,610
Gross profit					326,644			315,088			36,485						678,217
Selling, general and administrative expenses					141,749			155,252			18,938						315,939
Non-rental depreciation and amortization	$	6,627			18,325			15,707			2,044						42,703
Operating income (loss)		(6,627	)		166,570			144,129			15,503						319,575
Interest expense		13,904			135,163			7,552			3,491		$	(13,904	)		146,206
Preferred dividends of a subsidiary trust														13,904			13,904
Other (income) expense, net					3,751			(8,529	)		1,229						(3,549	)
Income (loss) before provision (benefit) for income taxes and cumulative effect of change in accounting principle		(20,531	)		27,656			145,106			10,783						163,014
Provision (benefit) for income taxes		(8,007	)		10,787			56,421			4,348						63,549
Income (loss) before cumulative effect of change in accounting principle and equity in net earnings of subsidiaries		(12,524	)		16,869			88,685			6,435						99,465
Cumulative effect of change in accounting principle					(86,598	)		(168,078	)		(33,663	)					(288,339	)
Loss before equity in net loss of subsidiaries		(12,524	)		(69,729	)		(79,393	)		(27,228	)					(188,874	)
Equity in net loss of subsidiaries		(176,350	)		(106,621	)								282,971
Net loss	$	(188,874	)	$	(176,350	)	$	(79,393	)	$	(27,228	)	$	282,971		$	(188,874	)

25

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	For the Three Months Ended September 30, 2003
	Parent			URI		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Other and Eliminations			Consolidated Total
	(In thousands)
Revenues:
Equipment rentals				$	258,228	$	326,459		$	41,061				$	625,748
Sales of rental equipment					20,816		19,297			4,278					44,391
Sales of equipment and merchandise and other revenues					67,126		57,944			9,925					134,995
Total revenues					346,170		403,700			55,264					805,134
Cost of revenues:
Cost of equipment rentals, excluding depreciation					122,437		191,785			16,756					330,978
Depreciation of rental equipment					40,692		37,749			7,281					85,722
Cost of rental equipment sales					13,386		12,549			2,782					28,717
Cost of equipment and merchandise sales and other operating costs					49,544		44,222			7,392					101,158
Total cost of revenues					226,059		286,305			34,211					546,575
Gross profit					120,111		117,395			21,053					258,559
Selling, general and administrative expenses					52,583		67,664			7,243					127,490
Non-rental depreciation and amortization	$	2,136			7,728		6,934			782	$	83			17,663
Operating income (loss)		(2,136	)		59,800		42,797			13,028		(83	)		113,406
Interest expense		3,627			51,380		1,189			851		(3,627	)		53,420
Preferred dividends of a subsidiary trust												3,627			3,627
Other (income) expense, net					2,145		(3,284	)		916					(223	)
Income (loss) before provision (benefit) for income taxes		(5,763	)		6,275		44,892			11,261		(83	)		56,582
Provision (benefit) for income taxes		(2,515	)		2,739		20,727			3,783		(36	)		24,698
Income (loss) before equity in net earnings of subsidiaries		(3,248	)		3,536		24,165			7,478		(47	)		31,884
Equity in net earnings of subsidiaries		35,132			31,643							(66,775	)
Net income	$	31,884		$	35,179	$	24,165		$	7,478	$	(66,822	)	$	31,884

26

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

	For the Three Months Ended September 30, 2002
	Parent			URI		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Other and Eliminations			Consolidated Total
	(In thousands)
Revenues:
Equipment rentals				$	249,157	$	332,012		$	34,315				$	615,484
Sales of rental equipment					18,262		17,780			3,369					39,411
Sales of equipment and merchandise and other revenues					59,619		60,652			7,937					128,208
Total revenues					327,038		410,444			45,621					783,103
Cost of revenues:
Cost of equipment rentals, excluding depreciation					114,661		202,708			15,403					332,772
Depreciation of rental equipment					38,966		39,464			5,776					84,206
Cost of rental equipment sales					11,839		12,492			1,972					26,303
Cost of equipment and merchandise sales and other operating costs					44,510		43,670			5,895					94,075
Total cost of revenues					209,976		298,334			29,046					537,356
Gross profit					117,062		112,110			16,575					245,747
Selling, general and administrative expenses					51,211		53,356			6,352					110,919
Non-rental depreciation and amortization	$	2,298			6,554		5,420			693					14,965
Operating income (loss)		(2,298	)		59,297		53,334			9,530					119,863
Interest expense		4,605			47,572		18			1,101	$	(4,605	)		48,691
Preferred dividends of a subsidiary trust												4,605			4,605
Other (income) expense, net					2,938		(3,691	)		532					(221	)
Income (loss) before provision (benefit) for income taxes		(6,903	)		8,787		57,007			7,897					66,788
Provision (benefit) for income taxes		(2,692	)		3,427		22,233			3,053					26,021
Income (loss) before equity in net earnings of subsidiaries		(4,211	)		5,360		34,774			4,844					40,767
Equity in net earnings of subsidiaries		44,978			39,618							(84,596	)
Net income	$	40,767		$	44,978	$	34,774		$	4,844	$	(84,596	)	$	40,767

27

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

	For the Nine Months Ended September 30, 2003
	Parent			URI			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Other and Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	(8,234	)	$	154,026		$	123,674		$	57,003					$	326,469
Cash flows from investing activities:
Purchases of rental equipment and buy-outs of operating leases					(214,071	)		(135,539	)		(27,497	)					(377,107	)
Purchases of property and equipment		(2,755	)		(1,710	)		(20,653	)		(1,383	)					(26,501	)
Proceeds from sales of rental equipment					54,976			54,935			11,066						120,977
Capital contributed to subsidiary		(237	)										$	237
Purchases of other companies					(5,001	)											(5,001	)
Deposits on rental equipment purchases					(10,929	)											(10,929	)
Net cash used in investing activities		(2,992	)		(176,735	)		(101,257	)		(17,814	)		237			(298,561	)
Cash flows from financing activities:
Proceeds from debt					247,191												247,191
Payments of debt					(199,392	)		(738	)		(15,045	)					(215,175	)
Payments of financing costs					(10,763	)											(10,763	)
Capital contributions by parent					237									(237	)
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust repurchased and retired														(3,575	)		(3,575	)
Proceeds from the exercise of common stock options		237															237
Dividend distributions to parent					(14,564	)								14,564
Proceeds from dividends from subsidiary		10,989												(10,989	)
Net cash provided by (used in) financing activities		11,226			22,709			(738	)		(15,045	)		(237	)		17,915
Effect of foreign exchange rates											11,294						11,294
Net increase in cash and cash equivalents								21,679			35,438						57,117
Cash and cash equivalents at beginning of period								16,908			2,323						19,231
Cash and cash equivalents at end of period							$	38,587		$	37,761					$	76,348
Supplemental disclosure of cash flow information:
Cash paid for interest	$	11,043		$	128,509		$	2,788		$	2,778					$	145,118
Cash paid for income taxes, net of refunds				$	(1,208	)				$	866					$	(342	)
Supplemental disclosure of non-cash investing and financing activities:
The Company acquired the net assets and assumed certain liabilities of other companies as follows:
Assets, net of cash acquired				$	3,314											$	3,314
Liabilities assumed					(50	)											(50	)
					3,264												3,264
Due to seller and other payments					1,737												1,737
Net cash paid				$	5,001											$	5,001

28

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

CONDENSED CONSOLIDATING CASH FLOW INFORMATION

	For the Nine Months Ended September 30, 2002
	Parent			URI			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Other and Eliminations			Consolidated
	(In thousands)
Net cash provided by (used in) operating activities	$	(21,457	)	$	229,677		$	112,276		$	25,071		$	11,480		$	357,047
Cash flows from investing activities:
Purchases of rental equipment					(289,507	)		(137,562	)		(34,630	)					(461,699	)
Purchases of property and equipment		(3,927	)		(7,603	)		(20,037	)		(1,037	)					(32,604	)
Proceeds from sales of rental equipment					75,293			45,641			12,250						133,184
Capital contributed to subsidiary		(63,755	)											63,755
Purchases of other companies					(163,260	)											(163,260	)
Deposits on rental equipment purchases					(8,018	)											(8,018	)
In-process acquisition costs		—			—			—			—			—			—
Net cash used in investing activities		(67,682	)		(393,095	)		(111,958	)		(23,417	)		63,755			(532,397	)
Cash flows from financing activities:
Proceeds from debt					301,773			82			2,296						304,151
Payments of debt					(153,333	)		(1,434	)		(5,822	)					(160,589	)
Payments of financing costs					(3,052	)											(3,052	)
Capital contributions by parent					63,755									(63,755	)
Proceeds from the exercise of common stock options		63,755															63,755
Dividend distributions to parent					(52,110	)								52,110
Common shares repurchased and retired		(26,726	)														(26,726	)
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust repurchased and retired														(11,480	)		(11,480	)
Proceeds from the exercise of common stock options		—			—			—			—			—			—
Proceeds from dividends from subsidiary		52,110												(52,110	)
Net cash provided by (used in) financing activities		89,139			157,033			(1,352	)		(3,526	)		(75,235	)		166,059
Effect of foreign exchange rates											5,891						5,891
Net increase (decrease) in cash and cash equivalents					(6,385	)		(1,034	)		4,019						(3,400	)
Cash and cash equivalents at beginning of period					6,385			19,798			1,143						27,326
Cash and cash equivalents at end of period							$	18,764		$	5,162					$	23,926
Supplemental disclosure of cash flow information:
Cash paid for interest	$	14,080		$	124,785		$	7,921		$	3,508					$	150,294
Cash paid for income taxes, net of refunds				$	808					$	1,902					$	2,710
Supplemental disclosure of non-cash investing and financing activities:
The Company acquired the net assets and assumed certain liabilities of other companies as follows:
Assets, net of cash acquired				$	173,079											$	173,079
Liabilities assumed					(11,418	)											(11,418	)
					161,661												161,661
Due to seller and other payments					1,599												1,599
Net cash paid				$	163,260											$	163,260

29

UNITED RENTALS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

10.    Subsequent Events

On October 31, 2003, URI issued $125 million aggregate principal amount of unsecured 1 ⁷/8% Convertible Senior Subordinated Notes (the “Convertible Notes”) for net proceeds of approximately $121 million (after deducting the initial purchasers’ discount and estimated offering expenses). The notes will mature on October 15, 2003. However, subject to certain conditions, each holder of the notes may, at the holder’s option, require the Company to repurchase the notes on each of October 15, 2010, October 15, 2013 and October 15, 2018 at a price equal to 100% of the principal amount thereof plus accrued interest. The Convertible Notes are convertible, in certain cases, into the Company’s common stock at an initial rate of 38.952 shares per $1,000 principal amount which is equivalent to a conversion price of approximately $25.67 per share. The Convertible Notes may be redeemed, in all or in part, by URI on or after October 20, 2010 at a redemption price of 100.0%. The Company intends to use the net proceeds from the Convertible Notes to buy out existing operating leases and/or for general corporate purposes.

On November 12, 2003, URI issued $525 million aggregate principal amount of 7 ³/4% Senior Subordinated Notes due 2013 (the “7 ³/4% Notes”) for net proceeds of approximately $523 million (after deducting the initial purchasers’ discount and estimated offering expenses). The 7 ³/4% Notes mature on November 15, 2013 and may be redeemed by URI on or after November 15, 2008, at specified redemption prices that range from 103.875% in 2008 to 100.0% in 2011 and thereafter. In addition, on or prior to November 15, 2006, URI may, at its option, use the proceeds of a public equity offering to redeem up to 35% of the outstanding 7 ³/4% Notes at a redemption price of 107.75%. The indenture governing the 7 ³/4% Notes contains certain restrictive covenants, including limitations on (i) indebtedness, (ii) restricted payments, (iii) liens, (iv) dividends and other payments, (v) preferred stock of certain subsidiaries, (vi) transactions with affiliates, (vii) the disposition of proceeds of asset sales and (viii) the Company’s ability to consolidate, merge or sell all or substantially all of its assets. The Company intends to use the net proceeds of this offering for the following purposes: (1) approximately $214.0 million to redeem $205.0 million face amount of the Company’s outstanding 8.8% Senior Subordinated Notes due 2008 at a redemption price of 104.4%; (2) approximately $209.5 million to redeem $200.0 million face amount of the Company’s outstanding 9 ¹/2% Senior Subordinated Notes due 2008 at a redemption price of 104.75%; and (3) the balance to buy out existing operating leases and/or for general corporate purposes. The Company expects the note redemptions described above to be completed on or about December 12, 2003 and, until such time, the Company will continue to pay interest on the notes being redeemed. In connection with redeeming existing notes, the Company expects to incur an aggregate charge of approximately $26.2 million attributable to the redemption price premium and the need to write off previously capitalized costs relating to the notes being redeemed.

On November 4, 2003, the Company entered into an amendment to the agreement governing its revolving credit facility and term loan. This amendment, among other things, (i) allows the Company to refinance its existing senior and senior subordinated debt with new senior or senior subordinated debt and (ii) changed certain definitions for purposes of measuring the Company’s compliance with its financial covenants under the credit agreement.

30

Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion reviews our operations for the nine and three months ended September 30, 2003 and 2002 and should be read in conjunction with the Unaudited Consolidated Financial Statements and related Notes included herein and the Consolidated Financial Statements and related Notes included in our 2002 Annual Report on Form 10-K.

General

We are the largest equipment rental company in the world. Our revenues are divided into three categories:

• Equipment rentals—This category includes our revenues from renting equipment. This category also includes related revenues such as the fees we charge for equipment delivery, fuel, repair of rental equipment and damage waivers.

• Sales of rental equipment—This category includes our revenues from the sale of used rental equipment.

• Sales of equipment and merchandise and other revenues—This category principally includes our revenues from the following sources: (i) the sale of new equipment, (ii) the sale of contractor supplies and merchandise, (iii) repair services and the sale of parts for equipment owned by customers, and (iv) the operations of our subsidiary that develops and markets software for use by equipment rental companies in managing and operating multiple branch locations.

Our cost of operations consists primarily of: (i) depreciation costs relating to the rental equipment that we own and lease payments for the rental equipment that we hold under operating leases, (ii) the cost of repairing and maintaining rental equipment, (iii) the cost of the items that we sell including new and used equipment and related parts, merchandise and supplies and (iv) personnel costs, occupancy costs and supply costs.

We record rental equipment expenditures at cost and depreciate equipment using the straight-line method over the estimated useful life (which ranges from two to ten years), after giving effect to an estimated salvage value of 0% to 10% of cost.

Selling, general and administrative expenses primarily include sales commissions, bad debt expense, advertising and marketing expenses, management salaries, and clerical and administrative overhead.

Non-rental depreciation and amortization includes (i) depreciation expense associated with equipment that is not offered for rent (such as vehicles, computers and office equipment) and amortization expense associated with leasehold improvements, (ii) the amortization of deferred financing costs and (iii) the amortization of non-compete agreements.

We completed acquisitions in each of 2003 and 2002. See Note 2 to the Notes to Unaudited Consolidated Financial Statements included elsewhere in this Report. In view of the fact that our operating results for these years were affected by acquisitions, we believe that our results for these periods may not be directly comparable.

Goodwill and Other Intangible Assets

Goodwill consists of the excess of cost over the fair value of identifiable net assets acquired. The goodwill related to an acquisition is allocated to the acquired branches and other branches that are expected to benefit from synergies resulting from the acquisition. The allocation among such branches is based upon the relative financial performance of each branch.

Effective January 1, 2002, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” issued by the Financial Accountants Standards Board (“FASB”). Under this standard, our goodwill, which we previously amortized over 40 years, is no longer amortized. Our other

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intangible assets continue to be amortized over their estimated useful lives. Under SFAS No. 142, we are required to periodically review our goodwill for impairment. In general, this means that we must determine whether the fair value of the goodwill, calculated in accordance with applicable accounting standards, is at least equal to the recorded value shown on our balance sheet. If the fair value of the goodwill is less than the recorded value, we are required to write off the excess goodwill as an expense.

We completed our initial impairment analysis in the first quarter of 2002 and recorded a non-cash charge of approximately $348.9 million ($288.3 million, net of tax). This impairment charge, net of tax benefit, was recorded on our statement of operations as a “Cumulative Effect of Change in Accounting Principle.” This charge appears below the operating income line and, accordingly, does not impact operating income.

Under SFAS No. 142, we are required to review our goodwill for further impairment at least annually. We generally conduct our annual impairment testing in the fourth quarter of the year. However, impairment testing may be required earlier during a year if events or circumstances suggest that our goodwill could be impaired. Goodwill impairment charges, other than the initial charge taken in the first quarter of 2002, are recorded on our statement of operations as “goodwill impairment” and reduce operating income. Our stockholders’ equity is reduced by the amount of any impairment charge.

We conducted our first annual impairment analysis in the fourth quarter of 2002 and recorded an additional non-cash impairment charge of approximately $247.9 million. The number of branches at which there was some impairment represented approximately 43% of our total branches. However, a substantial part of the total impairment charges (approximately 85%) reflected impairment at approximately 20% of our total branches.

Our next annual impairment analysis will review impairment as of October 1, 2003. We estimate that we will record a non-cash impairment charge in the fourth quarter of 2003 of approximately $300 million. However, we have not completed our impairment analysis and, accordingly, the actual amount could be materially higher or lower.

We test for goodwill impairment on a branch-by-branch basis rather than on an aggregate basis. This means that a goodwill write-off is required even if only one or a limited number of our branches has impairment as of the annual testing date or at any other date when an indicator of impairment may exist and even if there is no impairment for all our branches on an aggregate basis. In addition, we assess impairment solely on the basis of recent historical performance and without reference to expected future performance. This means that, if the historical data for a branch indicates impairment, a goodwill write-off is required even when we believe that branch’s future performance will be significantly better. The fact that we test for impairment on a branch-by-branch basis and use only historical financial data in assessing impairment increases the likelihood that we will be required to take additional non-cash goodwill write-offs in the future, although we cannot quantify at this time the magnitude of any future write-offs beyond the estimated fourth quarter write-off described above. Future goodwill write-offs, if required, may have a material adverse effect on our results.

Certain Expected Charges Related to Recent Financing Transactions

We issued (i) $125 million aggregate principal amount of 1 ⁷/8% Convertible Senior Subordinated Notes on October 31, 2003 and (ii) $525 million aggregate principal amount of 7 ³/4% Senior Subordinated Notes on November 12, 2003. As described under “—Liquidity and Capital Resources—Recent Financing Transactions,” we plan to use a portion of the net proceeds from these offerings to redeem existing notes and we may also use a portion of the net proceeds to buy out existing equipment leases. In connection with redeeming existing notes, we expect to incur an aggregate charge of approximately $26.2 million attributable to the redemption price premium ($21.1 million) and the need to write off previously capitalized costs relating to the notes being redeemed ($5.1 million). To the extent we buy out equipment leases, we expect to incur material charges attributable to the buy-out price. For further information, see “—Certain Information Concerning Off-Balance Sheet Arrangements—Operating Leases.”

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Restructuring Plans in 2001 and 2002

We adopted a restructuring plan in 2001 and a restructuring plan in the fourth quarter of 2002 as described below. In connection with these plans, we recorded pre-tax restructuring charges of $28.9 million in 2001 and $28.3 million in the fourth quarter of 2002.

The 2001 plan involved the following principal elements: (i) 31 underperforming branches and five administrative offices were closed or consolidated with other locations ($18.3 million), (ii) the reduction of our workforce by 489 through the termination of branch and administrative personnel ($5.7 million), and (iii) certain information technology hardware and software was no longer used ($4.9 million). We estimate that we realized annual cost savings from this plan in the range of $27 million to $33 million. These cost savings represent the costs eliminated by the restructuring plan partially offset by estimated increased costs at remaining branches due to the shift to remaining branches of a portion of the equipment and business of the closed branches.

The 2002 plan involved the following principal elements: (i) the closure or consolidation with other locations of 42 underperforming branches and five administrative offices (including 36 closed or consolidated as of September 30, 2003) ($24.6 million); (ii) a reduction of our workforce by 412 ($2.8 million), and (iii) a certain information technology project was abandoned ($0.9 million).

The aggregate balance of the 2001 and 2002 charges was $27.1 million as of December 31, 2002, consisting of $2.3 million for the 2001 charge and $24.8 million for the 2002 charge, and $19.3 million as of September 30, 2003, consisting of $1.2 million for the 2001 charge and $18.1 million for the 2002 charge. We estimate that approximately $2.2 million (primarily in cash) of the aggregate balance as of September 30, 2003 will be paid by December 31, 2003 and approximately $17.1 million will be paid in future periods.

Components of the restructuring charges are as follows (in thousands):

	Balance December 31, 2002		Activity in 2003			Balance September 30, 2003
Costs to vacate facilities	$	22,258	$	(6,393	)	$	15,865
Workforce reduction costs		3,462		(844	)		2,618
Information technology costs		1,395		(587	)		808
	$	27,115	$	(7,824	)	$	19,291

Results of Operations

Nine Months Ended September 30, 2003 and 2002

Revenues.    We had total revenues of $2,125.0 million in the first nine months of 2003, representing a decrease of 0.1% from total revenues of $2,126.8 million in the first nine months of 2002. The different components of our revenues are discussed below:

1.    Equipment Rentals.    Our revenues from equipment rentals were $1,619.8 million in the first nine months of 2003, representing an increase of 0.4% from $1,613.4 million in the first nine months of 2002. These revenues accounted for 76.2% of our total revenues in 2003 compared with 75.9% of our total revenues in 2002.

Our rental rates rose 0.9% in the first nine months of 2003 compared to the same period last year. Our dollar equipment utilization rate in the first nine months of 2003 was 56.7% compared to 57.4% in the first nine months of 2002. The decrease in the dollar utilization rate in 2003 primarily reflected: (i) weakness in traffic equipment rentals and (ii) a change in fleet mix towards equipment with generally lower dollar utilization rates.

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The 0.4% rise in equipment rental revenues principally reflected the net effect of the following:

• Our revenues at locations open more than one year, or same store rental revenues, increased by approximately 2.9%. This increase primarily reflected an increase in the volume of transactions at these locations and, to a lesser extent, the increase in rental rates. The volume increase was primarily driven by the transfer to these locations of equipment that had previously been deployed at branches that were closed or consolidated. Although our same store rental volume increased on an overall basis, the volume of traffic equipment rentals decreased primarily due to reduced state spending for infrastructure projects.

• We lost revenues due to the closing or sale of branches and added revenues through acquisitions and start-ups. The net effect of these two factors was a loss of revenues that offset most of the increase in same store rental revenues.

2.    Sales of Rental Equipment.    Our revenues from sales of rental equipment were $121.0 million in the first nine months of 2003, representing a decrease of 9.2% from $133.2 million in the first nine months of 2002. These revenues accounted for 5.7% of our total revenues in the first nine months of 2003 compared with 6.3% of our total revenues in the first nine months of 2002. The decrease in these revenues in the first nine months of 2003 reflected a planned reduction in used equipment sales as part of our plan to increase the average age of our fleet (as described below under “—Liquidity and Capital Resources—Cash Requirements Related to Operations”).

3.    Sales of Equipment and Merchandise and Other Revenues.    Our revenues from “sale of equipment and merchandise and other revenues” were $384.3 million in the first nine months of 2003 and $380.3 million in the first nine months of 2002. These revenues accounted for 18.1% of our total revenues in the first nine months of 2003 compared with 17.9% of our total revenues in the first nine months of 2002. The increase in these revenues in 2003 primarily reflected an increase in merchandise sales partially offset by a decrease in sales of new equipment.

Gross Profit.    Gross profit decreased to $635.6 million in the first nine months of 2003 from $678.2 million in the first nine months of 2002. This decrease primarily reflected the decrease in gross profit margin described below primarily from equipment rental. Information concerning our gross profit margin by source of revenue is set forth below:

1.    Equipment Rentals.    Our gross profit margin from equipment rental revenues was 30.3% in the first nine months of 2003 and 32.7% in the first nine months of 2002. The decrease in 2003 principally reflected cost increases and the decrease in traffic equipment rentals described above. The cost increases were attributable to several factors including: (i) higher costs for fuel, occupancy, employee benefits, insurance and claims, and repairs and maintenance and (ii) an increase in depreciation expense.

2.    Sales of Rental Equipment.    Our gross profit margin from sales of rental equipment was 34.1% in the first nine months of 2003 and 34.5% in the first nine months of 2002.

3.    Sales of Equipment and Merchandise and Other Revenues.    Our gross profit margin from “sales of equipment and merchandise and other revenues” was 27.0% in the first nine months of 2003 and was 27.6% in the first nine months of 2002. The decrease in 2003 primarily reflected lower margins from sales of new equipment and other revenues.

Selling, General and Administrative Expenses.    Selling, general and administrative expenses (“SG&A”) were $335.8 million, or 15.8% of total revenues, during the first nine months of 2003 and $315.9 million, or 14.9% of total revenues, during the first nine months of 2002. The increase in 2003 was primarily attributable to the accelerated vesting of restricted shares granted to senior executives in 2001 and to higher bad debt expense.

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Non-rental Depreciation and Amortization.    Non-rental depreciation and amortization was $51.5 million, or 2.4% of total revenues, in the first nine months of 2003 and $42.7 million, or 2.0% of total revenues, in the first nine months of 2002. The increase in 2003 was primarily attributable to an upgrade in transportation equipment and an increase in leasehold improvements in connection with branch upgrades.

Operating Income.    We recorded operating income of $248.3 million in the first nine months of 2003 compared with operating income of $319.6 million in the first nine months of 2002. The principal reasons for the decrease in 2003 was the decline in gross margins described above and the increases in SG&A expense and non-rental depreciation and amortization described above.

Interest Expense.    Interest expense was $158.8 million in the first nine months of 2003 and $146.2 million in the first nine months of 2002. The increase in 2003 principally reflected the additional interest expense attributable to the senior notes we issued in December 2002 and April 2003 partially offset by lower interest rates on our variable rate debt.

Preferred Dividends of a Subsidiary Trust.    Preferred dividends of a subsidiary trust were $11.0 million during the first nine months of 2003 and $13.9 million during the first nine months of 2002. The decrease in 2003 reflected our repurchase of a portion of our outstanding trust preferred securities in 2002 and 2003.

Other (Income) Expense.    Other income was $1.8 million in the first nine months of 2003 and $3.5 million in the first nine months of 2002. The higher other income in 2002 was primarily attributable to a favorable settlement of a lawsuit in 2002.

Income Taxes.    Income taxes were $33.8 million, or an effective rate of 42.1%, in the first nine months of 2003 and $63.5 million, or an effective rate of 39.0%, in the first nine months of 2002. The increase in the effective rate in 2003 primarily reflected the non-deductibility for tax purposes of certain expenses associated with the amortization of deferred compensation expense attributable to restricted stock awards.

Income Before Cumulative Effect of Change in Accounting Principle.    We had income before cumulative effect of change in accounting principle of $46.6 million in the first nine months of 2003 and $99.5 million in the first nine months of 2002. The decrease in 2003 principally reflected the decrease in operating income and the increase in interest expense described above.

Cumulative Effect of Change in Accounting Principle.    During the first quarter of 2002, as described under “—Change in Accounting Treatment for Goodwill and Other Intangible Assets,” we recorded an amount of $288.3 million, net of tax, for impairment of goodwill as part of our transitional impairment test upon the adoption of SFAS No. 142.

Three Months Ended September 30, 2003 and 2002

Revenues.    We had total revenues of $805.1 million in the third quarter of 2003, representing an increase of 2.8% from total revenues of $783.1 million in the third quarter of 2002. The different components of our revenues are discussed below:

1.    Equipment Rentals.    Our revenues from equipment rentals were $625.7 million in the third quarter of 2003, representing an increase of 1.7% from $615.5 million in the third quarter of 2002. These revenues accounted for 77.7% of our total revenues in 2003 compared with 78.6% of our total revenues in 2002.

Our rental rates were up 3.4% in the third quarter of 2003 compared to the same period last year. Our dollar equipment utilization rate in the third quarter of 2003 was 65.1% compared to 64.1% in last year’s third quarter. The increase in the dollar utilization rate in 2003 primarily reflected the increase in rental rates which was partially offset by a change in fleet mix towards equipment with generally lower dollar utilization rates.

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The 1.7% rise in equipment rental revenues principally reflected the net effect of the following:

• Our revenues at locations open more than one year, or same store rental revenues, increased by approximately 4.7%. This increase reflected the increase in rental rates and an increase in the volume of transactions at these locations. Although our rental volume increased on an overall basis, the volume of traffic equipment rentals decreased principally due to reduced state spending for infrastructure projects.

• We lost revenues due to the closing or sale of branches and added revenues due to the addition of new locations through acquisitions and start-ups. The net effect of these factors was a loss of revenues that partially offset the increase in same store rental revenues.

2.    Sales of Rental Equipment.    Our revenues from sales of rental equipment were $44.4 million in the third quarter of 2003, representing an increase of 12.6% from $39.4 million in the third quarter of 2002. These revenues accounted for 5.5% of our total revenues in the third quarter of 2003 compared with 5.0% of our total revenues in the third quarter of 2002. The increase in these revenues in 2003 primarily reflected an increase in the volume of sales.

3.    Sales of Equipment and Merchandise and Other Revenues.    Our revenues from “sale of equipment and merchandise and other revenues” were $135.0 million in the third quarter of 2003 and $128.2 million in the third quarter of 2002. These revenues accounted for 16.8% of our total revenues in the third quarter of 2003 compared with 16.4% of our total revenues in the third quarter of 2002. The increase in these revenues in 2003 reflected increases in the amounts of merchandise and new equipment sold.

Gross Profit.    Gross profit increased to $258.6 million in the third quarter of 2003 from $245.7 million in the third quarter of 2002. This increase reflected the increase in total revenues discussed above and the increase in gross profit margin described below from equipment rental and the sale of rental equipment. Information concerning our gross profit margin by source of revenue is set forth below:

1.    Equipment Rentals.    Our gross profit margin from equipment rental revenues was 33.4% in the third quarter of 2003 and 32.3% in the third quarter of 2002. The increase in 2003 principally reflected the increase in rental rates described above partially offset by higher rental costs. The cost increases were attributable to several factors including: (i) higher costs for fuel, employee benefits, insurance and claims, and repairs and maintenance and (ii) an increase in depreciation expense.

2.    Sales of Rental Equipment.    Our gross profit margin from sales of rental equipment was 35.3% in the third quarter of 2003 and 33.3% in the third quarter of 2002. The increase in 2003 primarily reflected a slight increase in used equipment pricing and a change in the mix of equipment sold.

3.    Sales of Equipment and Merchandise and Other Revenues.    Our gross profit margin from “sales of equipment and merchandise and other revenues” was 25.1% in the third quarter of 2003 and 26.6% in the third quarter of 2002. The decrease in 2003 primarily reflected lower margins from new equipment sales and other revenues.

Selling, General and Administrative Expenses.    SG&A was $127.5 million, or 15.8% of total revenues, during the third quarter of 2003 and $110.9 million, or 14.2% of total revenues, during the second quarter of 2002. The increase in 2003 primarily reflected a non-cash charge of $11.7 million due to the accelerated vesting of restricted shares granted to senior executives in 2001 and higher bad debt expense.

Non-rental Depreciation and Amortization.    Non-rental depreciation and amortization was $17.7 million, or 2.2% of total revenues, in the third quarter of 2003 and $15.0 million, or 1.9% of total revenues, in the third quarter of 2002. The increase in 2003 was primarily attributable to an upgrade in transportation equipment and an increase in leasehold improvements in connection with branch upgrades.

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Operating Income.    We recorded operating income of $113.4 million in the third quarter of 2003 compared with operating income of $119.9 million in the third quarter of 2002. The principal reasons for the decrease in 2003 were the increases in SG&A expense and non-rental depreciation and amortization described above partially offset by the increases in gross profit described above.

Interest Expense.    Interest expense was $53.4 million in the third quarter of 2003 and $48.7 million in the third quarter of 2002. The increase in 2003 principally reflected the additional interest expense attributable to the senior notes that we issued in December 2002 and April 2003 partially offset by a lower average debt balance and lower interest rates on our variable rate debt.

Preferred Dividends of a Subsidiary Trust.    Preferred dividends of a subsidiary trust were $3.6 million during the third quarter of 2003 and $4.6 million during the third quarter of 2002. The decrease in 2003 reflected our repurchase of a portion of our outstanding trust preferred securities in the fourth quarter of 2002 and in 2003.

Other (Income) Expense.    Other income was $0.2 million in the third quarter of 2003 and $0.2 million in the third quarter of 2002.

Income Taxes.    Income taxes were $24.7 million, or an effective rate of 43.6%, in the third quarter of 2003 and $26.0 million, or an effective rate of 39.0%, in the third quarter of 2002. The increase in the effective rate in 2003 primarily reflected the non-deductibility for tax purposes of certain expenses associated with the amortization of deferred compensation expense attributable to restricted stock awards.

Net Income.    We had net income of $31.9 million in the third quarter of 2003 and $40.8 million in the third quarter of 2002. The decrease in 2003 principally reflected the decrease in operating income and the increase in interest expense described above.

Liquidity and Capital Resources

Recent Financing Transactions

On April 9, 2003, URI issued an additional $200 million aggregate principal amount of its 10 ³/4% Senior Notes which are due April 15, 2008. The gross proceeds from the sale of these notes were $207 million and the net proceeds were approximately $202 million (after deducting the initial purchasers’ discount and estimated offering expenses). These notes are unsecured and are guaranteed by Holdings and, subject to limited exceptions, our domestic subsidiaries. We used substantially all of the net proceeds from these notes to pay down our outstanding borrowings under our receivables securitization facility. The repayment of the outstanding borrowings under the accounts receivables securitization facility from the proceeds of the notes offering gave us additional flexibility to borrow in the future to fund general corporate purposes or growth opportunities. These may include fleet expansion when non-residential construction eventually rebounds, acquisitions or the repurchase of outstanding securities of our company. The principal purpose of the April notes offering was to obtain additional borrowing flexibility and to lengthen the maturity of our debt. For additional information concerning this transaction, see Note 6 to the Notes to Unaudited Consolidated Financial Statements included elsewhere in this Report.

On June 17, 2003, we obtained a new accounts receivable securitization facility under which one of our subsidiaries can borrow up to $250 million against a collateral pool of accounts receivable. Upon obtaining this facility, we terminated our existing accounts receivable securitization facility. The borrowings under the new facility and the receivables in the collateral pool are included in the liabilities and assets, respectively, reflected on our consolidated balance sheet. However, such assets are only available to satisfy the obligations of the borrower subsidiary. As of September 30, 2003, there were no outstanding borrowings under the facility. The

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agreement governing this facility is scheduled to expire on September 30, 2006. For additional information concerning this facility, see Note 6 to the Notes to Unaudited Consolidated Financial Statements included elsewhere in this Report.

On October 31, 2003, URI issued $125 million aggregate principal amount of unsecured 1 ⁷/8% Convertible Senior Subordinated Notes for net proceeds of approximately $121 million (after deducting the initial purchasers’ discount and estimated offering expenses). The notes will mature on October 15, 2023. However, subject to certain conditions, each holder of the notes may, at the holder’s option, require us to repurchase the notes on each of October 15, 2010, October 15, 2013 and October 15, 2018 at a price equal to 100% of the principal amount thereof plus accrued interest. The notes are convertible, in certain cases, into our common stock at an initial rate of 38.952 shares per $1,000 principal amount which is equivalent to a conversion price of approximately $25.67 per share. These notes are unsecured and were issued by URI and guaranteed by Holdings. We intend to use the net proceeds from these notes to buy out existing equipment leases and/or for general corporate purposes. For additional information concerning this transaction, see Note 10 to the Notes to Unaudited Consolidated Financial Statements included elsewhere in this Report.

On November 12, 2003, URI issued $525 million aggregate principal amount of 7 ³/4% Senior Subordinated Notes which are due November 15, 2013 for net proceeds of approximately $523 million (after deducting the initial purchasers’ discount and estimated offering expenses). These notes are unsecured and are guaranteed by Holdings and, subject to limited exceptions, our domestic subsidiaries. We intend to use the net proceeds of this offering for the following purposes: (1) approximately $214.0 million to redeem $205.0 million face amount of our outstanding 8.8% Senior Subordinated Notes due 2008 at a redemption price of 104.4%; (2) approximately $209.5 million to redeem $200.0 million face amount of our outstanding 9 ¹/2% Senior Subordinated Notes due 2008 at a redemption price of 104.75%; and (3) the balance to buy out existing equipment leases and/or for general corporate purposes. We expect the note redemptions described above to be completed on or about December 12, 2003 and, until such time, we will continue to pay interest on the notes being redeemed. For additional information concerning this transaction, see Note 10 to the Notes to Unaudited Consolidated Financial Statements included elsewhere in this Report.

Sources and Uses of Cash

During the first nine months of 2003, we (i) generated cash from operations of $326.5 million, (ii) generated cash from the sale of rental equipment of $121.0 million and (iii) obtained cash from borrowings, net of repayments, of approximately $32.0 million. We used cash during this period principally to (i) pay consideration for acquisitions of $5.0 million, (ii) purchase rental equipment of $320.6 million, (iii) purchase other property and equipment of $26.5 million, (iv) pay deposits on rental equipment purchases of $10.9 million, (v) buy out operating leases of $56.5 million, (vi) pay financing costs of $10.8 million and (vii) repurchase and retire shares of our convertible preferred securities of $3.6 million. Our aggregate amount of cash and cash equivalents increased by approximately $57.1 million as of September 30, 2003 from December 31, 2002.

Cash Requirements Related to Operations

Our principal existing sources of cash are cash generated from operations and from the sale of rental equipment and borrowings available under our revolving credit facility and receivables securitization facility. As of November 6, 2003, we had $436.4 million of borrowing capacity available under our $650 million revolving credit facility (reflecting outstanding loans of approximately $52.3 million and outstanding letters of credit in the amount of approximately $161.3 million). We believe that our existing sources of cash will be sufficient to support our existing operations over the next 12 months.

We expect that our principal needs for cash relating to our existing operations over the next 12 months will be to fund (i) operating activities and working capital, (ii) the purchase of rental equipment and inventory items offered for sale, (iii) payments due under operating leases, (iv) debt service, and (v) costs relating to our restructuring plans. We plan to fund such cash requirements relating to our existing operations from our existing sources of cash described above. In addition, we may seek additional financing through the securitization of

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some of our equipment. For information on the scheduled principal payments coming due on our outstanding debt and on the payments coming due under our existing operating leases, see “—Certain Information Concerning Contractual Obligations” below.

The amount of our future capital expenditures will depend on a number of factors, including general economic conditions and growth prospects. We estimate that our capital expenditures for the year 2003 will be approximately $360 million for our existing operations. Of this amount, $347.1 million had been expended through September 30, 2003 (comprised of $320.6 million to replace rental equipment sold and $26.5 million to purchase non-rental equipment). We expect that we will fund such expenditures from proceeds from the sale of used equipment, cash generated from operations and, if required, borrowings available under our revolving credit facility.

We plan to increase the weighted average age of our fleet, which is 38 months, to approximately 42 months by the end of 2003. Over the longer term we may further increase the average age of our fleet to about 45 months. This plan reflects our belief that the optimum age of our fleet is somewhat higher than where it is today. In estimating the optimum age of our fleet, we have taken into account a number of factors, including our current estimates regarding the relationship between age and reliability and maintenance costs and the capital expenditures required to maintain the fleet at a particular age. We will continue to evaluate these factors and, if our estimates prove inaccurate, may modify our plan.

While emphasizing internal growth, we may also continue to expand through a disciplined acquisition program. We will consider potential transactions of varying sizes and may, on a selective basis, pursue acquisition or consolidation opportunities involving other public companies or large privately-held companies. We expect to pay for future acquisitions using cash, capital stock, notes and/or assumption of indebtedness. To the extent that our existing sources of cash described above are not sufficient to fund such future acquisitions, we will require additional debt or equity financing and, consequently, our indebtedness may increase or the ownership of existing stockholders may be diluted as we implement our growth strategy.

Certain Information Concerning Contractual Obligations

The table below provides certain information concerning the payments coming due under certain categories of our existing contractual obligations as of September 30, 2003. The data in the table below does not reflect the two note offerings that we completed subsequent to September 30, 2003 as described above. Giving effect to the expected use of a portion of the net proceeds from such offerings to redeem outstanding notes as described above, the debt due in 2008 would be reduced to approximately $868.2 million and the debt coming due thereafter would be increased to approximately $954.3 million.

	Remainder of 2003		2004		2005		2006		2007		2008		Thereafter		Total
	(in thousands)
Debt excluding capital leases(1)	$	2,234	$	6,861	$	524	$	159,826	$	531,563	$	1,270,703	$	551,759	$	2,523,470
Capital leases(1)		2,828		9,814		9,001		6,372		3,258		1,092		96		32,461
Operating leases(1):
Real estate		17,080		64,375		56,790		51,872		47,277		37,609		90,474		365,477
Rental equipment		66,806		78,188		60,246		264,361		40,065						509,666
Other equipment		5,495		16,532		5,258		2,063		1,072		357				30,777
Company-obligated mandatorily redeemable convertible preferred securities of a subsidiary trust														221,550		221,550
Purchase obligations
Other long-term obligations
Total	$	94,443	$	175,770	$	131,819	$	484,494	$	623,235	$	1,309,761	$	863,879	$	3,683,401

(1) The payments due with respect to a period represent (i) in the case of debt and capital leases, the scheduled principal payments due in such period, and (ii) in the case of operating leases, the minimum lease payments due in such period under non-cancelable operating leases plus the maximum potential guarantee amounts discussed below under “—Certain Information Concerning Off-Balance Sheet Arrangements—Operating Leases.”

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Certain Information Concerning Off-Balance Sheet Arrangements

Restricted Stock.    We have granted to employees other than executive officers and directors approximately 1,200,000 shares of restricted stock that contain the following provisions. The shares vest in 2004, 2005 or 2006 or earlier upon a change in control of the Company, death, disability, retirement or certain terminations of employment, and are subject to forfeiture prior to vesting on certain other terminations of employment, the violation of non-compete provisions and certain other events. The grants provide that we will pay to employees who vest in their restricted stock, and who sell their restricted stock within five trading days after vesting, a maximum aggregate amount for all these employees of: (i) approximately $300,000 for each dollar by which the per share proceeds of these sales are less than $27.26 but more than $15.17; (ii) approximately $800,000 for each dollar by which the per share proceeds of these sales are less than $15.17 but more than $9.18; and (iii) approximately $1,200,000 for each dollar by which the per share proceeds of these sales are less than $9.18.

If the average closing price for our common stock is at least $20.00 for at least 20 consecutive trading days, then an aggregate of approximately 400,000 restricted shares held by executive officers will automatically vest. Upon the vesting of such shares, we will incur a non-cash charge equal to the unamortized portion of the deferred compensation charge associated with the award of such shares. For example, if the vesting were to occur in the fourth quarter of 2003, we would incur a non-cash charge of approximately $7.0 million.

Operating Leases.    We lease real estate, rental equipment and non-rental equipment under operating leases as a regular business activity. As part of many of our equipment operating leases, we guarantee that the value of the equipment at the end of the term will not be less than a specified projected residual value. The use of these guarantees helps to lower our monthly operating lease payments. We do not know at this time the extent to which the actual residual values may be less than the guaranteed residual values and, accordingly, cannot quantify the amount that we will be required to pay, if any, under these guarantees. If the actual residual value for all equipment subject to such guarantees were to be zero, then our maximum potential liability under these guarantees would be approximately $298.4 million. This potential liability was not reflected on our balance sheet as of September 30, 2003 or any prior date. For additional information concerning lease payment obligations under our operating leases, see “—Certain Information Concerning Contractual Obligations” above.

We recently completed two financing transactions and, as described above, expect to use a portion of the net proceeds to buy-out existing equipment leases. For further information, see “—Liquidity and Capital Resources—Recent Financing Transactions.” The buy-out price for a lease will generally equal the amount of the remaining lease obligation plus any early termination fee required by the lessor. In connection with each buy-out, we will be required to record a charge equal to the difference between the buy-out price and the fair market value of the equipment acquired. We have not finalized the terms of any buy-out and, accordingly, cannot quantify at this time the amount of the charges we will incur. However, based on a preliminary assessment of the leases we are considering buying out, we estimate that the aggregate charges will be approximately $100 million (approximately $70 million to $80 million of which represents the estimated difference between the remaining lease obligations and the fair market value of the equipment and the balance of which represents estimated early termination fees). The actual amount of aggregate charges could be materially higher or lower.

Relationship Between Holdings and URI

United Rentals, Inc. (“Holdings”) is principally a holding company and primarily conducts its operations through its wholly owned subsidiary United Rentals (North America), Inc. (“URI”) and subsidiaries of URI. Holdings provides certain services to URI in connection with its operations. These services principally include: (i) senior management services, (ii) finance and tax related services and support, (iii) information technology systems and support, (iv) acquisition related services, (v) legal services, and (vi) human resource support. In addition, Holdings leases certain equipment and real property that are made available for use by URI and its subsidiaries. URI has made, and expects to continue to make, certain payments to Holdings in respect of the services provided by Holdings to URI. The expenses relating to URI’s payments to Holdings are reflected on URI’s financial statements as selling, general and administrative expenses. In addition, although not legally obligated to do so, URI has in the past made, and expects that it will in the future make, distributions to Holdings

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to, among other things, enable Holdings to pay dividends on the 6 ¹/2% Convertible Quarterly Income Preferred Securities (“Trust Preferred Securities”) that were issued by a subsidiary trust of Holdings.

The Trust Preferred Securities are the obligation of a subsidiary trust of Holdings and are not the obligation of URI. As a result, the dividends payable on these securities are reflected as an expense on the consolidated financial statements of Holdings, but are not reflected as an expense on the consolidated financial statements of URI. This is the principal reason why the net income reported on the consolidated financial statements of URI is more than the net income reported on the consolidated financial statements of Holdings.

Seasonality

Our business is seasonal with demand for our rental equipment tending to be lower in the winter months. The seasonality of our business is heightened because we offer for rent traffic control equipment. Branches that rent a significant amount of this type of equipment tend to generate most of their revenues and profits in the second and third quarters of the year, slow down during the fourth quarter and operate at a loss during the first quarter.

Inflation

Although we cannot accurately anticipate the effect of inflation on our operations, we believe that inflation has not had, and is not likely in the foreseeable future to have, a material impact on our results of operations.

Impact of Recently Issued Accounting Standards

In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections”. This standard rescinds SFAS No. 4, “Reporting Gains and Losses from Extinguishment of Debt”, and an amendment of that Statement, SFAS No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements”. This standard also rescinds SFAS No. 44, “Accounting for Intangible Assets of Motor Carriers”. This standard amends SFAS No. 13, “Accounting for Leases,” to eliminate an inconsistency related to the required accounting for sale-leaseback transactions and certain lease modifications. This standard also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. We adopted this standard on January 1, 2003, and reclassified a pre-tax extraordinary loss of approximately $18.1 million recognized during the second quarter of 2001 to operating income. The adoption of the remaining provisions of SFAS No. 145 did not have a material effect on our consolidated financial position or results of operations.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure”. This standard provides alternative methods of transition to the fair value method of accounting for stock-based employee compensation under SFAS No. 123, “Accounting for Stock-Based Compensation,” but does not require us to use the fair value method. This standard also amends certain disclosure requirements related to stock-based employee compensation. We adopted the disclosure portion of this standard as of December 31, 2002 and such adoption is reflected in Note 1 to the Notes to Unaudited Consolidated Financial Statements included elsewhere in this Report.

In January 2003, the FASB issued Interpretation No. 46 (“FIN 46”), “Consolidation of Variable Interest Entities,” which addresses consolidation of variable interest entities (“VIEs”). FIN 46 requires a VIE to be consolidated by a parent company if that company is subject to a majority of the risk of loss from the variable interest entity’s activities or entitled to receive a majority of the entity’s residual returns or both. A VIE is a corporation, partnership, trust or any other legal structure used for business purposes that either does not have equity investors with voting rights or has equity investors that do not provide sufficient financial resources for the entity to support its activities. The consolidation requirements of FIN 46 apply immediately to VIEs created

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after January 31, 2003. For entities created prior to February 1, 2003, the effective date of these requirements, which originally was July 1, 2003, has been deferred so as not to apply until the first period ending after December 15, 2003. The adoption of the provisions of this interpretation related to entities created after January 31, 2003 did not have a material effect on our statements of financial position or results of operations. We believe the adoption of the remaining provisions of this interpretation will not have a material effect on our statements of financial position or results of operations due to the modifications that were made to certain of our operating leases which were deemed to have been with VIEs.

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”. This standard amends and clarifies financial accounting and reporting for derivative instruments and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”. This standard is effective for contracts entered into or modified after June 30, 2003, except as stated below, and for hedging relationships designated after June 30, 2003. The provisions of this standard that relate to SFAS No. 133 Implementation Issues that have been effective for fiscal quarters that began prior to June 15, 2003, should continue to be applied in accordance with their respective effective dates. The adoption of this standard regarding the provisions effective after June 30, 2003 did not have a material effect on our statements of financial position or operations.

In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” which establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This standard requires that financial instruments falling within the scope of this standard be classified as liabilities. This standard is effective for financial instruments entered into or modified after May 31, 2003 and otherwise is effective with the first interim period beginning after June 15, 2003. The adoption of this standard did not have a material effect on our statements of financial position or results of operations.

Factors that May Influence Future Results and Accuracy of Forward-Looking Statements

Sensitivity to Changes in Construction and Industrial Activities

Our general rental equipment is principally used in connection with construction and industrial activities and our traffic control equipment is principally used in connection with the construction or repair of roads and bridges and similar infrastructure projects. Weakness in our end markets, such as a decline in construction or industrial activity or a reduction in infrastructure projects, may lead to a decrease in the demand for our equipment or the prices that we can charge. Any such decrease could adversely affect our operating results by decreasing revenues and gross profit margins. For example, there have been significant declines in non-residential construction activity in 2002 and 2003 and reductions in government spending on infrastructure projects in several key states. This weakness in our end markets adversely affected our results in 2002 and the first nine months of 2003 as described above and in our Annual Report on Form 10-K for 2002.

We have identified below certain factors that may cause further weakness in our end markets, either temporarily or long-term:

• continuation of weakness in the economy or the onset of a new recession;

• further reductions in government spending for roads, bridges and other infrastructure projects;

• an increase in interest rates;

• adverse weather conditions which may temporarily affect a particular region; or

• terrorism or hostilities involving the United States.

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Fluctuations of Operating Results

We expect that our revenues and operating results may fluctuate from quarter to quarter or over the longer term due to a number of factors. These factors include:

• seasonal rental patterns of our customers, with rental activity tending to be lower in the winter;

• completion of acquisitions;

• changes in the amount of revenue relating to renting traffic control equipment, since revenues from this equipment category tend to be more seasonal than the rest of our business;

• changes in the size of our rental fleet or in the rate at which we sell our used equipment;

• changes in government spending for infrastructure projects;

• changes in demand for our equipment or the prices therefor due to changes in economic conditions, competition or other factors;

• changes in the interest rates applicable to our floating rate debt;

• increases in costs;

• if we determine that a potential acquisition will not be consummated, the need to charge against earnings any expenditures relating to such transaction (such as financing commitment fees, merger and acquisition advisory fees and professional fees) previously capitalized;

• the possible need, from time to time, to take goodwill write-offs as described below or other write-offs or special charges due to a variety of occurrences such as the adoption of new accounting standards, store consolidations or closings, the refinancing of existing indebtedness, the impairment of assets, the buy-out of equipment leases or the accelerated vesting of restricted stock awards.

Substantial Goodwill

At September 30, 2003, we had on our balance sheet net goodwill in the amount of $1,728.6 million, which represented approximately 35% of our total assets at such date. This goodwill is an intangible asset and represents the excess of the purchase price that we paid for acquired businesses over the estimated fair value of the net assets of those businesses. We are required to test our goodwill for impairment at least annually. In general, this means that we must determine whether the fair value of the goodwill, calculated in accordance with applicable accounting standards, is at least equal to the recorded value shown on our balance sheet. If the fair value of the goodwill is less than the recorded value, we are required to write off the excess goodwill as an expense. Any write-off would reduce our total assets and shareholders’ equity and be a charge against income.

We test for goodwill impairment on a branch-by-branch basis rather than on an aggregate basis. This means that a goodwill write-off is required even if only one or a limited number of our branches has impairment as of the annual date of testing or at any other date when an indicator of impairment may exist and even if there is no impairment for all our branches on an aggregate basis. In addition, we assess impairment solely on the basis of recent historical performance and without reference to expected future performance. This means that, if the historical data for a branch indicates impairment, a goodwill write-off is required even when we believe that branch’s future performance will be significantly better. The fact that we test for impairment on a branch-by-branch basis and use only historical financial data in assessing impairment increases the likelihood that we will be required to take additional non-cash goodwill write-offs in the future. For example, as discussed above under “—Goodwill and Other Intangible Assets,” we expect to take a non-cash goodwill impairment charge in the fourth quarter of 2003.

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Substantial Indebtedness

At September 30, 2003, our total indebtedness was approximately $2,555.9 million. Our substantial indebtedness has the potential to affect us adversely in a number of ways. For example, it will or could:

• require us to devote a substantial portion of our cash flow to debt service, reducing the funds available for other purposes;

• constrain our ability to obtain additional financing, particularly since substantially all of our assets are subject to security interests relating to existing indebtedness; or

• make it difficult for us to cope with a downturn in our business or a decrease in our cash flow.

Furthermore, if we are unable to service our indebtedness and fund our business, we will be forced to adopt an alternative strategy that may include:

• reducing or delaying capital expenditures;

• limiting our growth;

• seeking additional capital;

• selling assets; or

• restructuring or refinancing our indebtedness.

Even if we adopt an alternative strategy, the strategy may not be successful and we may continue to be unable to service our indebtedness and fund our business.

A portion of our indebtedness bears interest at variable rates that are linked to changing market interest rates. As a result, an increase in market interest rates would increase our interest expense and our debt service obligations. At September 30, 2003, taking into account our interest rate swap agreements, we had $1,181.4 million of variable rate indebtedness.

Need to Satisfy Financial and Other Covenants in Debt Agreements

Under the agreements governing our credit facility and our term loan, we are required to, among other things, satisfy certain financial tests relating to: (a) minimum interest coverage ratio, (b) the ratio of funded debt to cash flow, (c) the ratio of senior debt to tangible assets and (d) the ratio of senior debt to cash flow. If we are unable to satisfy any of these covenants, the lenders could elect to terminate the credit facility and require us to repay the outstanding borrowings under the credit facility and our term loan. In such event, unless we are able to refinance the indebtedness coming due and replace the revolving credit facility, we would likely not have sufficient liquidity for our business needs and be forced to adopt an alternative strategy as described above. Even if we adopt an alternative strategy, the strategy may not be successful and we may not have sufficient liquidity for our business.

We are also subject to various other covenants under the agreements governing our credit facility, term loan and other indebtedness. These covenants limit or prohibit, among other things, our ability to incur indebtedness, make prepayments of certain indebtedness, pay dividends, make investments, create liens, make acquisitions, sell assets and engage in mergers and acquisitions. These covenants could adversely affect our operating results by significantly limiting our operating and financial flexibility.

Dependence on Additional Capital

If the cash that we generate from our business, together with cash that we may borrow under our credit facility, is not sufficient to fund our capital requirements, we will require additional debt and/or equity financing. However, we may not succeed in obtaining the requisite additional financing on terms that are satisfactory to us

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or at all. If we are unable to obtain sufficient additional capital in the future, we may be unable to fund the capital outlays required for the success of our business, including those relating to purchasing equipment, making acquisitions, opening new rental locations and refinancing existing indebtedness.

Certain Risks Relating to Acquisitions

We have grown in part through acquisitions and may continue to do so. The making of acquisitions entails certain risks, including:

• unrecorded liabilities of acquired companies that we fail to discover during our due diligence investigations;

• difficulty in assimilating the operations and personnel of the acquired company with our existing operations or in maintaining uniform standards; and

• loss of key employees of the acquired company.

It is possible that we will not realize the expected benefits from our acquisitions or that our existing operations will be harmed as a result of acquisitions.

Dependence on Management

Our success is highly dependent on the experience and skills of our senior management team. If we lose the services of any member of this team and are unable to find a suitable replacement, we may not have the depth of senior management resources required to efficiently manage our business and execute our strategy. We do not maintain “key man” life insurance on the lives of members of senior management.

Competition

The equipment rental industry is highly fragmented and competitive. Our competitors primarily include small, independent businesses with one or two rental locations, regional competitors which operate in one or more states, public companies or divisions of public companies, and equipment vendors and dealers who both sell and rent equipment directly to customers. We may in the future encounter increased competition from our existing competitors or from new companies. Competitive pressures could adversely affect our revenues and operating results by decreasing our market share or depressing the prices that we can charge.

Dependence on Information Technology Systems

Our information technology systems facilitate our ability to monitor and control our operations and adjust to changing market conditions. Any disruptions in these systems or the failure of these systems to operate as expected could, depending on the magnitude of the problem, adversely affect our operating results by limiting our capacity to effectively monitor and control our operations and adjust to changing market conditions.

Liability and Insurance

We are exposed to various possible claims relating to our business. These possible claims include those relating to (1) personal injury or death caused by equipment rented or sold by us, (2) motor vehicle accidents involving our delivery and service personnel and (3) employment related claims. We carry a broad range of insurance for the protection of our assets and operations. However, such insurance may not fully protect us for a number of reasons, including:

• our coverage is subject to deductibles of $2 million for general liability, $1 million for workers’ compensation and $3 million for automobile liability and limited to a maximum of $100 million per occurrence;

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• we do not maintain coverage for environmental liability (other than legally required fuel storage tank coverage), since we believe that the cost for such coverage is high relative to the benefit that it provides; and

• certain types of claims, such as claims for punitive damages or for damages arising from intentional misconduct, which are often alleged in third party lawsuits, might not be covered by our insurance.

If we are found liable for any significant claims that are not covered by insurance, our operating results could be adversely affected because our expenses related to claims would increase. It is possible that some or all of the insurance that is currently available to us will not be available in the future on economically reasonable terms or at all.

Environmental and Safety Regulations

Our operations are subject to numerous laws governing environmental protection and occupational health and safety matters. These laws regulate such issues as wastewater, stormwater, solid and hazardous wastes and materials, and air quality. Under these laws, we may be liable for, among other things, (1) the costs of investigating and remediating contamination at our sites as well as sites to which we sent hazardous wastes for disposal or treatment regardless of fault and (2) fines and penalties for non-compliance. Our operations generally do not raise significant environmental risks, but we use hazardous materials to clean and maintain equipment, and dispose of solid and hazardous waste and wastewater from equipment washing, and store and dispense petroleum products from underground and above-ground storage tanks located at certain of our locations. Based on the conditions currently known to us, we do not believe that any pending or likely remediation and compliance costs will have a material adverse effect on our business. We cannot be certain, however, as to the potential financial impact on our business if new adverse environmental conditions are discovered or environmental and safety requirements become more stringent. If we are required to incur environmental compliance or remediation costs that are not currently anticipated by us, our operating results could be adversely affected depending on the magnitude of the cost.

Labor Matters

We have approximately 1,300 employees that are represented by unions and covered by collective bargaining agreements. If we should experience a prolonged labor dispute involving a significant number of our employees, our ability to serve our customers could be adversely affected. Furthermore, our labor costs could increase as a result of the settlement of actual or threatened labor disputes.

Increase in the Average Age of our Fleet

In formulating our plan to increase the average age of our fleet during 2003 and possibly beyond, we have made estimates concerning the relationship between the age of our fleet and required maintenance costs. If our estimates are wrong, our operating results could be adversely affected because our maintenance expenses may be higher than anticipated.

Operations Outside the United States

Our operations in Canada and Mexico are subject to the risks normally associated with international operations. These include (1) the need to convert currencies, which could result in a gain or loss depending on fluctuations in exchange rates, (2) the need to comply with foreign laws and (3) the possibility of political or economic instability in foreign countries.

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Item 3.    Quantitative and Qualitative Disclosures about Market Risk

We periodically utilize interest rate swap agreements to manage our exposure to changes in interest rates. At September 30, 2003, we had interest rate protection in the form of swap agreements with an aggregate notional amount of $1,330.0 million. The effect of some of these agreements is to limit our interest rate exposure to 9.5% on $200.0 million of our term loan through 2003 and 4.3% on $220.0 million of our term loan through 2003. The effect of the remainder of these agreements is to convert $910.0 million of our fixed rate notes to floating rate instruments. The fixed rate notes being converted consist of; (i) $300.0 million of our 9 ¹/4% senior subordinated notes through 2009, (ii) $210.0 million of our December 2002 issued 10 ³/4% senior notes through 2008, (iii) $200.0 million of our April 2003 issued 10 ³/4% senior notes through 2008 and (iv) $200.0 million of our 9% senior subordinated notes through 2009.

We have the following indebtedness that bears interest at variable rates: (i) all borrowings under our $650 million revolving credit facility ($52.4 million outstanding as of September 30, 2003), (ii) our term loan ($639.0 million remaining outstanding as of September 30, 2003), and (iii) all borrowings under our $250 million accounts receivable securitization facility (none outstanding as of September 30, 2003). The weighted average interest rates applicable to our variable rate debt on September 30, 2003 were (i) 5.3% for the revolving credit facility (this is the Canadian rate since the amount outstanding was Canadian borrowings) and (ii) 4.1% for the term loan. Based upon the amount of variable rate debt outstanding, taking into account our interest rate swap agreements, as of September 30, 2003 (approximately $1,181.4 million in the aggregate), our annual earnings would decrease by approximately $6.8 million for each one percentage point increase in the interest rates applicable to our variable rate debt. The amount of our variable rate indebtedness may fluctuate significantly as a result of changes in the amount of indebtedness outstanding under our revolving credit facility and receivables securitization facility from time to time. For additional information concerning the terms of our variable rate debt, see Note 9 to our notes to consolidated financial statements included in our 2002 Annual Report on Form 10-K.

Market risk relating to changes in foreign currency exchanges rates was reported in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2002. There has been no material change in this market risk since the end of the fiscal year 2002.

Item 4.    Controls and Procedures

An evaluation has been carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and the operation of our “disclosure controls and procedures” (as such term is defined in Rules 13a-14(c) under the Securities Exchange Act of 1934) as of September 30, 2003. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2003, the disclosure controls and procedures are reasonably designed and effective to ensure that (i) information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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PART II    OTHER INFORMATION

Item 1.    Legal Proceedings

We and our subsidiaries are parties to various litigation matters involving ordinary and routine claims incidental to our business. Our ultimate legal and financial liability with respect to such pending litigation cannot be estimated with certainty but we believe, based on our examination of such matters, that such ultimate liability will not have a material adverse effect on our consolidated financial position or results of operations.

Item 6.    Exhibits and Reports on Form 8-K

(a) Exhibits:

Exhibit Number	Description of Exhibit
3(a)	Amended and Restated Certificate of Incorporation of United Rentals, Inc., in effect as of the date hereof (incorporated by reference to Exhibit 3.1 of the United Rentals, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).
3(b)	Certificate of Amendment to the United Rentals, Inc. Certificate of Incorporation dated September 29, 1998 (incorporated by reference to Exhibit 4.2 to the United Rentals, Inc. Registration Statement on Form S-3, No. 333-70151).
3(c)	By-laws of United Rentals, Inc., in effect as of the date hereof (incorporated by reference to exhibit 3.2 of the United Rentals, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).
3(d)	Form of Certificate of Designation for Series C Perpetual Convertible Preferred Stock (incorporated by reference to exhibit 3(f) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended September 30, 2001).
3(e)	Form of Certificate of Designation for Series D Perpetual Convertible Preferred Stock (incorporated by reference to exhibit 3(g) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended September 30, 2001).
3(f)	Form of Certificate of Designation for Series E Junior Participating Preferred Stock (incorporated by reference to Exhibit A of Exhibit 4 of the United Rentals, Inc. Current Report on Form 8-K filed October 5, 2001).
3(g)	Rights Agreement dated September 28, 2001 between United Rentals, Inc. and American Stock Transfer & Trust Co., as Rights Agent (incorporated by reference to Exhibit 4 to the United Rentals, Inc. Current Report on Form 8-K filed on October 5, 2001).
3(h)	Amended and Restated Certificate of Incorporation of United Rentals (North America), Inc., in effect as of the date hereof (incorporated by reference to Exhibit 3.3 of the United Rentals (North America), Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).
3(i)	By-laws of United Rentals (North America), Inc., in effect as of the date hereof (incorporated by reference to Exhibit 3.4 of the United Rentals (North America), Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 1998).
4(a)*	Indenture dated October 31, 2003 among United Rentals (North America), Inc., United Rentals, Inc., as Guarantor, and The Bank of New York, as Trustee.
4(b)*	Indenture dated November 12, 2003 among United Rentals (North America), Inc., the Guarantors named therein, and The Bank of New York, as Trustee.
4(c)*	Registration Rights Agreement dated as of October 31, 2003, among United Rentals (North America), Inc., United Rentals, Inc., as Guarantor, and the initial purchasers named therein.
4(d)*	Registration Rights Agreement dated as of November 12, 2003, among United Rentals (North America), Inc., the guarantors named therein, and the initial purchasers named therein

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Exhibit Number	Description of Exhibit
10(a)*	Purchase agreement dated October 28, 2003 relating to the initial sale by United Rentals (North America), Inc. of $125 million aggregate principal amount of 1 7/8% Convertible Senior Subordinated Notes due October 15, 2023.
10(b)*	Purchase agreement dated October 28, 2003 relating to the initial sale by United Rentals (North America), Inc. of $525 million aggregate principal amount of 7 3/4% Senior Subordinated Notes due 2013.
10(c)	Fourth Amendment to the Amended and Restated Credit Agreement dated as of August 14, 2003, among United Rentals, Inc., United Rentals (North America), Inc., United Rentals of Canada, Inc., United Rentals of Nova Scotia (no. 1), ULC, the lenders party thereto, the Canadian collateral agent party thereto, JPMorgan Chase Bank, as U.S. administrative agent and J.P. Morgan Bank Canada, as Canadian administrative agent (incorporated by reference to Exhibit 99.1 of the United Rentals, Inc. Report on Form 8-K filed on August 22, 2003).
10(d)*	Fifth Amendment to the Amended and Restated Credit Agreement dated as of November 4, 2003, among United Rentals, Inc., United Rentals (North America), Inc., United Rentals of Canada, Inc., United Rentals of Nova Scotia (no. 1), ULC, the lenders party thereto, JPMorgan Chase Bank, as U.S. administrative agent and J.P. Morgan Bank Canada, as Canadian administrative agent.
31(a)*	Certification by Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
31(b)*	Certification by Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
32(a)*	Certification by Chief Executive Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).
32(b)*	Certification by Chief Financial Officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350).

  * Filed herewith

(b) Reports on Form 8-K:

1. Form 8-K filed on July 24, 2003; Items 9 and 12 were reported.

2. Form 8-K filed on August 22, 2003; Item 5 was reported.

3. Form 8-K filed on September 30, 2003; Item 5 was reported.

4. Form 8-K filed on October 23, 2003; Item 12 was reported.

5. Form 8-K filed on October 28, 2003; Item 5 was reported.

6. Form 8-K filed on October 29, 2003; Item 5 was reported.

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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.

Dated: November 14, 2003	UNITED RENTALS, INC.
	By:	/S/    JOHN N. MILNE
		John N. Milne President and Chief Financial Officer (Principal Financial Officer)
Dated: November 14, 2003	UNITED RENTALS, INC.
	By:	/S/    JOSEPH B. SHERK
		Joseph B. Sherk Vice President, Corporate Controller (Principal Accounting Officer)
Dated: November 14, 2003	UNITED RENTALS (NORTH AMERICA), INC.
	By:	/S/    JOHN N. MILNE
		John N. Milne President and Chief Financial Officer (Principal Financial Officer)
Dated: November 14, 2003	UNITED RENTALS (NORTH AMERICA), INC.
	By:	/S/    JOSEPH B. SHERK
		Joseph B. Sherk Vice President, Corporate Controller (Principal Accounting Officer)

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