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, 1999
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
Audited Financial Statements
and Supplemental Schedule
December 31, 1999
Contents
Report of Independent Auditors ............................................. 1
Audited Financial Statements
Statement of Net Assets Available for Benefits ............................. 2
Statement 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 for Investment Purposes
at End of Year .......................................................... 8
Report of Independent Auditors
To Participants and Plan Administrator of
United Rentals, Inc. Acquisition Plan
We have audited the accompanying statement of net assets available for benefits
of United Rentals, Inc. Acquisition Plan as of December 31, 1999, and the
related statement of changes in net assets available for benefits 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 audit.
We conducted our audit 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 audit provides 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, 1999, and the changes in its net assets available for benefits for
the period from April 1, 1999 to December 31, 1999, in conformity with
accounting principles generally accepted in the United States.
Our audit was performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of December 31, 1999, 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 audit 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
September 10, 2001
1
United Rentals, Inc. Acquisition Plan
Statement of Net Assets Available for Benefits
December 31, 1999
Assets:
Cash $ 242,611
Investments, at fair value:
Merrill Lynch Retirement Reserves Money Fund 14,129,176
United Rentals, Inc. Common Stock Fund 137,984
Mutual Funds:
Merrill Lynch Basic Value Fund, Inc. 224,022
Federated Bond Fund 30,014
PIMCO Total Return Fund 975,863
Merrill Lynch Fundamental Growth Fund 6,360,696
Pioneer Growth Shares 29,827
Dreyfus Premier Balance Fund 2,234,432
AIM Blue Chip Fund 1,630,570
Van Kampen Emerging Growth Fund 212,651
AIM Value Fund 3,682,049
MFS Capital OPP Fund 173,471
Merrill Lynch S&P 500 Index Fund 466,549
Ivy International Fund II 1,251,808
Merrill Lynch Federal Securities Trust 149,154
AIM Charter Fund 94,236
AIM Equity Constellation Fund 206,505
AIM Weingarten Fund 184,137
Van Kampen American Value Fund 232,339
Merrill Lynch Capital Fund 2,331,299
Merrill Lynch Global Allocation Fund 41,337
Lord Abbett Development Growth Fund 253,292
AIM International Equity Fund 47,283
-----------
Total mutual funds 20,811,534
Participant loans 1,045,954
-----------
Net assets available for benefits $36,367,259
===========
See accompanying notes.
2
United Rentals, Inc. Acquisition Plan
Statement of Changes in Net Assets Available for Benefits
Period from April 1, 1999 to December 31, 1999
Additions
Investment income:
Interest and dividend income $ 1,270,427
Net appreciation in fair value of investments 1,449,021
Transfers in from various plans 34,242,718
-----------
Total additions 36,962,166
Deductions
Benefits paid directly to participants 594,907
-----------
Net increase 36,367,259
Net assets available for benefits, beginning of period --
-----------
Net assets available for benefits, end of period $36,367,259
===========
See accompanying notes.
3
United Rentals, Inc. Acquisition Plan
Notes to Financial Statements
December 31, 1999
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.
Contributions
Participant contributions are not permitted under the Plan. A participant may
contribute amounts representing distributions from other qualified defined
benefit or defined contribution plans.
The Company may contribute a discretionary amount to the Plan which is
determined annually by the Board of Directors of the Company. For the period
from April 1, 1999 to December 31, 1999, the Company did not make a
discretionary contribution to the Plan.
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 are fully vested in their accounts upon the transfer of their
assets into the Plan.
Investment Options
All of the Plan's investment options are fully participant directed.
4
United Rentals, Inc. Acquisition Plan
Notes to Financial Statements (continued)
1. Plan Description (continued)
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 the 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. Employee Retirement Savings Plan, Rental Tools &
Equipment Co. International, Inc. 401(k) Savings and Profit Sharing Plan and
other acquired companies' plans.
2. Summary of Significant Accounting Policies
Basis of Accounting
The Plan's financial statements are prepared on the accrual basis of accounting.
5
United Rentals, Inc. Acquisition Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
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.
Statement of Position 99-3
The Plan has adopted Statement of Position 99-3 "Accounting for and Reporting of
Certain Defined Contribution Plan Investments and Other Disclosure Matters" for
the presentation of its financial statements.
3. Income Tax Status
The Plan has applied for, but has 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.
4. Investments
For the period from April 1, 1999 to December 31, 1999, the Plan's investments
(including investments purchased, sold, as well as held, during the period)
appreciated (depreciated) in fair value as follows:
6
United Rentals, Inc. Acquisition Plan
Notes to Financial Statements (continued)
4. Investments (continued)
Net Appreciation
(Depreciation) in
Fair Value of
Investments
-----------------
United Rentals, Inc. Common Stock Fund $ 10,469
Merrill Lynch Basic Value Fund, Inc. 4,777
Federated Bond Fund (1,893)
PIMCO Total Return Fund (10,401)
Merrill Lynch Fundamental Growth Fund 947,291
Pioneer Growth Shares (1,125)
Dreyfus Premier Balance Fund 11,834
AIM Blue Chip Fund 242,877
Van Kampen Emerging Growth Fund 59,916
AIM Value Fund 317,480
MFS Capital OPP Fund 6,580
Merrill Lynch S&P 500 Index Fund 73,059
Ivy International Fund II 118,614
Merrill Lynch Federal Securities Trust (580)
AIM Charter Fund 2,082
AIM Equity Constellation Fund 21,589
AIM Weingarten Fund 935
Van Kampen American Value Fund 7,008
Merrill Lynch Capital Fund (405,252)
Merrill Lynch Global Allocation Fund 1,731
Lord Abbett Development Growth Fund 35,306
AIM International Equity Fund 6,724
-----------
$ 1,449,021
===========
Individual investments that represent 5% or more of fair value of the Plan's net
assets available for benefits at December 31, 1999 are as follows:
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
5. Subsequent Event
On August 1, 2000, the Plan's trustee was changed from Merrill Lynch Trust
Company to T. Rowe Price Trust Company.
7
United Rentals, Inc. Acquisition Plan
EIN# 06-1493538 Plan# 002
Schedule H, Line 4(i)-Schedule of Assets Held for
Investment Purposes at End of Year
December 31, 1999
Identity of Issuer, Description of Investment, Including
Borrower, Lessor Maturity Date, Rate of Interest, Current
or Similar Party Par or Maturity Value Value
-----------------------------------------------------------------------------------------
Merrill Lynch Trust Company* Merrill Lynch Retirement Reserves Money Fund $14,129,176
United Rentals, Inc. Common Stock Fund* 137,984
Merrill Lynch Basic Value Fund, Inc. 224,022
Federated Bond Fund 30,014
PIMCO Total Return Fund 975,863
Merrill Lynch Fundamental Growth Fund 6,360,696
Pioneer Growth Shares 29,827
Dreyfus Premier Balance Fund 2,234,432
AIM Blue Chip Fund 1,630,570
Van Kampen Emerging Growth Fund 212,651
AIM Value Fund 3,682,049
MFS Capital OPP Fund 173,471
Merrill Lynch S&P 500 Index Fund 466,549
Ivy International Fund II 1,251,808
Merrill Lynch Federal Securities Trust 149,154
AIM Charter Fund 94,236
AIM Equity Constellation Fund 206,505
AIM Weingarten Fund 184,137
Van Kampen American Value Fund 232,339
Merrill Lynch Capital Fund 2,331,299
Merrill Lynch Global Allocation Fund 41,337
Lord Abbett Development Growth Fund 253,292
AIM International Equity Fund 47,283
-----------
35,078,694
Participant loans * With varying interest rates and maturity dates 1,045,954
-----------
Total $36,124,648
===========
* 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