SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One)
[X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934 (No Fee Required)
For the fiscal year ended December 31, 2000
OR
[_] Transition report pursuant to Section 15(d) of the Securities Exchange
Act of 1934 (No Fee Required)
For the transition period from ___ to ___
Commission file number 1-14387
A. Full title of the plan and address of the plan, if different from that of
the issuer named below:
United Rentals, Inc. Acquisition Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
United Rentals, Inc.
Five Greenwich Office Park
Greenwich, Connecticut 06830
REQUIRED INFORMATION
United Rentals, Inc. Acquisition Plan
Financial Statements
and Supplemental Schedule
December 31, 2000 and 1999
Contents
Report of Independent Auditors ............................................. 1
Financial Statements
Statements of Net Assets Available for Benefits ............................ 2
Statements of Changes in Net Assets Available for Benefits ................. 3
Notes to Financial Statements .............................................. 4
Supplemental Schedule
Schedule H, Line 4(i); Schedule of Assets (Held at End of Year) ............ 9
Report of Independent Auditors
To Participants and Administrator of
United Rentals, Inc. Acquisition Plan
We have audited the accompanying statements of net assets available for benefits
of United Rentals, Inc. Acquisition Plan as of December 31, 2000 and 1999, and
the related statements of changes in net assets available for benefits for the
year ended December 31, 2000 and for the period from April 1, 1999 to December
31, 1999. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended December 31, 2000 and for the period from April 1,
1999 to December 31, 1999, in conformity with accounting principles generally
accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
(held at end of year) as of December 31, 2000, is presented for purposes of
additional analysis and is not a required part of the financial statements but
is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in our audits of the financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Ernst & Young LLP
February 22, 2002
1
United Rentals, Inc. Acquisition Plan
Statements of Net Assets Available for Benefits
December 31
2000 1999
-------------------------
Assets:
Cash $ -- $ 242,611
Investments, at fair value:
United Rentals, Inc. Common Stock Fund 459,360 137,984
Merrill Lynch Retirement Reserves Money Fund -- 14,129,176
Mutual Funds 32,691,857 20,811,534
Equity Index Trust Fund 533,322 --
-------------------------
Total investments 33,684,539 35,321,305
Participant loans 1,809,452 1,045,954
-------------------------
Net assets available for benefits $35,493,991 $36,367,259
=========================
See accompanying notes.
2
United Rentals, Inc. Acquisition Plan
Statements of Changes in Net Assets Available for Benefits
Years ended December 31
2000 1999
----------------------------
Additions
Investment income:
Interest and dividend income $ 2,128,285 $ 1,270,427
Net (depreciation) appreciation in fair value of
investments (2,117,057) 1,449,021
Employee rollover contributions 321,362 --
Transfers in from various plans 2,106,194 34,242,718
----------------------------
Total additions 2,438,784 36,962,166
Deductions
Benefits paid directly to participants 3,312,052 594,907
----------------------------
Net (decrease) increase (873,268) 36,367,259
Net assets available for benefits, beginning of period 36,367,259 --
----------------------------
Net assets available for benefits, end of period $ 35,493,991 $ 36,367,259
============================
See accompanying notes.
3
United Rentals, Inc. Acquisition Plan
Notes to Financial Statements
December 31, 2000
1. Plan Description
The following description of the United Rentals, Inc. Acquisition Plan (the
"Plan") provides only general information. Participants should refer to the Plan
document for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution, discretionary profit sharing plan which was
established by United Rentals, Inc. (the "Company") on April 1, 1999. An
individual who was an employee of a prior employer acquired by the Company shall
become a participant of the Plan on the date that their assets from the prior
employer plan are transferred to the Plan.
On August 1, 2000, the Plan's trustee was changed from Merrill Lynch Trust
Company, Inc. to T. Rowe Price Trust Company.
Contributions
Participants do not contribute any portion of their salary to their accounts. A
participant may contribute amounts representing distributions from other
qualified defined benefit or defined contribution plans.
The Company may contribute a discretionary amount, if any, to the Plan
determined annually by the Board of Directors of the Company. The Company did
not make any contributions to the Plan in 2000 and 1999.
Participant Accounts
Each participant account is credited with the participant's share of Company
discretionary contributions, if any, assets transferred to this Plan from the
participant's prior employer plan, the participant's share of the net earnings
or losses on the investments of the assets of the Plan, distributions from the
participant's account, and any expenses or liabilities charged to the
participant's account.
Vesting
Participants in the Plan are fully vested in their accounts upon the transfer of
their assets into the Plan.
4
United Rentals, Inc. Acquisition Plan
Notes to Financial Statements (continued)
1. Plan Description (continued)
Investment Options
All of the Plan's investment options are fully participant directed.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50% of their vested account balance.
Loan terms range from one to five years for personal loans and up to a
reasonable period of time as established by the Plan Administrator for the
purchase of a primary residence. The loans are secured by the vested balance in
the participant's account and bear interest at a rate determined by the Plan
Administrator. Principal and interest are paid ratably through payroll
deductions.
Payment of Benefits
On termination of service, death, disability or retirement a participant may
receive a lump-sum amount equal to the vested value of his or her account.
Administrative Expenses
All of the Plan's administrative expenses are paid by the Company, except for
investment related expenses which are charged directly to the participants'
accounts.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and terminate the
Plan subject to the provisions of Employee Retirement Income Security Act of
1974.
Transfers In
Transfers in from various plans represent assets transferred to this plan from
the U.S. Rentals, Inc. Employer Retirement Savings Plan, Rental Tools &
Equipment Co. International, Inc. 401(k) Savings and Profit Sharing Plan and
other acquired companies' plans.
5
United Rentals, Inc. Acquisition Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies
Basis of Accounting
The Plan's financial statements are prepared on the accrual basis of accounting.
Investments
The Plan's investments are stated at fair value. Participant loans are valued at
their outstanding principal balances, which approximate fair value.
Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.
3. Distributions and Reconciliation to Form 5500
The investment balances include amounts allocated to accounts of participants
who have terminated employment and requested distribution from the Plan but have
not yet been paid as of year-end. Such amounts are included on the Form 5500 as
a liability but are not included as a liability in the accompanying financial
statements.
4. Income Tax Status
The Plan has applied for but not received a determination letter from the
Internal Revenue Service stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code"). The Company has indicated that it
will take the necessary steps, if any, to maintain the Plan's qualified status.
5. Investments
During 2000 and 1999, the Plan's investments (including investments purchased,
sold as
6
United Rentals, Inc. Acquisition Plan
Notes to Financial Statements (continued)
well as held during the period) appreciated (depreciated) in fair value as
follows:
Period from
Year ended April 1, 1999 to
December 31, 2000 December 31, 1999
--------------------------------------
United Rentals, Inc. Common Stock Fund $ (19,760) $ 10,469
Merrill Lynch Basic Value Fund, Inc. (8,461) 4,777
Federated Bond Fund (675) (1,893)
PIMCO Total Return Fund 12,934 (10,401)
Merrill Lynch Fundamental Growth Fund 602,211 947,291
Pioneer Growth Shares 147 (1,125)
Dreyfus Premier Balance Fund (26,608) 11,834
AIM Blue Chip Fund 51,267 242,877
Van Kampen Emerging Growth Fund (23,794) 59,916
AIM Value Fund (53,649) 317,480
MFS Capital OPP Fund 29,651 6,580
Merrill Lynch S&P 500 Index Fund 2,316 73,059
Ivy International Fund II (99,725) 118,614
Merrill Lynch Federal Securities Trust 758 (580)
AIM Charter Fund 6,429 2,082
AIM Equity Constellation Fund 48,720 21,589
AIM Weingarten Fund 15,314 935
Van Kampen American Value Fund (1,015) 7,008
Merrill Lynch Capital Fund (229) (405,252)
Merrill Lynch Global Allocation Fund 1,205 1,731
Lord Abbett Development Growth Fund (23,852) 35,306
AIM International Equity Fund (27,014) 6,724
AIM Global Aggressive Growth Fund (20,967) -
Global Stock Fund (24,666) -
Value Fund 8,763 -
International Stock Fund (147,662) -
New Horizons Fund (101,006) -
Growth And Income Fund (3,245) -
Science & Technology Fund (602,942) -
Small-Cap Stock Fund (19,831) -
Spectrum Income Fund 18,473 -
Balanced Fund (124,755) -
Blue Chip Growth Fund (1,548,111) -
Equity Index Trust Fund (46,350) -
Dividend Growth Fund 9,072 -
--------------------------------------
$ (2,117,057) $ 1,449,021
======================================
7
United Rentals, Inc. Acquisition Plan
Notes to Financial Statements (continued)
5. Investments (continued)
Individual investments that represent 5% or more of the fair value of the Plan's
net assets available for benefits are as follows:
December 31
2000 1999
----------------------------
Blue Chip Growth Fund $ 10,368,768
Prime Reserve Fund 14,091,863
Balanced Fund 3,686,791
Participant loans 1,809,452
Merrill Lynch Retirement Reserves Money Fund $ 14,129,176
Merrill Lynch Fundamental Growth Fund 6,360,696
Dreyfus Premier Balance Fund 2,234,432
AIM Value Fund 3,682,049
Merrill Lynch Capital Fund 2,331,299
8
United Rentals, Inc. Acquisition Plan
EIN# 06-1493538 Plan# 002
Schedule H, Line 4(i); Schedule of Assets (Held at End of Year)
December 31, 2000
Description of Investment,
Including Maturity Date,
Identity of Issuer, Borrower, Lessor Rate of Interest, Current
or Similar Party Par or Maturity Value Value
--------------------------------------------------------------------------------------------------------
T. Rowe Price Trust Company* Spectrum Income Fund $ 1,027,381
Balanced Fund 3,686,791
Blue Chip Growth Fund 10,368,768
Dividend Growth Fund 191,005
Global Stock Fund 213,930
Growth and Income Fund 77,907
International Stock Fund 979,552
New Horizons Fund 505,427
Prime Reserve Fund 14,091,863
Science & Technology Fund 948,280
Small-Cap Stock Fund 289,883
Value Fund 311,070
Equity Index Trust Fund 533,322
United Rentals, Inc. Common
Stock Fund 459,360
--------------
33,684,539
Participant loans* With varying interest rates and
maturity dates 1,809,452
--------------
$ 35,493,991
==============
*Indicates party-in-interest to the Plan.
Note: The "Cost" column is not applicable because all of the Plan's investment
programs are fully participant directed.
EXHIBITS
23 Consent of Ernst & Young LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
United Rentals, Inc. Acquisition Plan
Date: June 27, 2002 By: /s/ MICHAEL J. NOLAN
------------- --------------------
Name: Michael J. Nolan
Title: Chief Financial Officer