8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) July 24, 2003

UNITED RENTALS, INC.

UNITED RENTALS (NORTH AMERICA), INC.

(Exact name of Registrants as Specified in their Charters)

Delaware	001-14387	06-1522496
Delaware	001-13663	06-1493538
(States or Other Jurisdictions of Incorporation)	(Commission file Numbers)	(IRS Employer Identification Nos.)

Five Greenwich Office Park, Greenwich, Connecticut	06830
(Address of Principal Executive Offices)	(Zip Code)

Registrants’ telephone number, including area code  (203) 622-3131

Item 9.    Regulation FD Disclosure.

On July 24, 2003, United Rentals, Inc., issued a press release reporting financial results for the second quarter of 2003. The press release is attached as Exhibit 99.1 and is incorporated by reference herein.

This information is being reported under Items 9 and 12.

Item 7.    Financial Statements, Pro Forma Financial Information and Exhibits

Exhibits

99.1    Press release of United Rentals, Inc., dated July 24, 2003

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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 on this 24th day of July, 2003.

UNITED RENTALS, INC.
By:	/s/    John N. Milne
	Name:    John N. Milne
	Title:      President and Chief Financial Officer
UNITED RENTALS (NORTH AMERICA), INC.
By:	/s/    John N. Milne
	Name:    John N. Milne
	Title:      President and Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

UNITED RENTALS REPORTS SECOND QUARTER RESULTS

GREENWICH, CT, July 24, 2003 – United Rentals, Inc. (NYSE:URI) today announced financial results for the second quarter ended June 30, 2003. The company reported revenues of $728.1 million, compared to $744.8 million for the second quarter of 2002. Rental revenues were 75.6% of total revenues, sales of rental equipment were 5.7%, and sales of equipment and merchandise and other revenues were 18.7%. Same-store rental revenues increased 1.8% year-over-year. Net income for the quarter was $23.4 million or $0.25 per diluted share, compared with net income of $51.1 million or $0.51 per diluted share for the same period last year. Equipment utilization for the quarter was 58.1% compared to 59.8% in last year’s second quarter, and sharing of equipment among branches accounted for 12.4% of rental revenues compared with 11.9% in last year’s second quarter. Rental rates were up 1.5% from a year ago.

Bradley Jacobs, chairman and chief executive officer, said, “Our results continued to be constrained by weakness in our end markets. Non-residential construction was down nearly 10% year-over-year according to Department of Commerce data, and demand for our traffic equipment was well below expectations as budget shortfalls caused several key states to postpone spending on roads and bridges. In addition, our results were negatively impacted by higher operating costs, the additional interest expense from our recently issued senior notes, and a planned reduction in used equipment sales.

“Despite the challenging environment, rental rates increased year-over-year for the first time in eight quarters and same store rental revenues increased as well. The improvement in rates was 1.5% for the full quarter and 2.5% for the month of June.

“Our revised forecast for the full year anticipates earnings of $0.70 to $0.80 per diluted share, cash flow from operations of $450 million to $460 million, and proceeds from the sale of used equipment of $160 million to $170 million. (Our forecast excludes any non-cash goodwill write-off that may be required in connection with SFAS 142 and any non-cash charge that may be required in connection with the adoption of the new accounting principle required by Interpretation No. 46 of the Financial Accounting Standards Board).”

For the six-month period ended June 30, 2003, revenues were $1.32 billion, compared to $1.34 billion for the first six months of 2002. Net income for the six-month period was $14.7 million or $0.16 per diluted share in 2003, compared with net income of $58.7 million or $0.65 per diluted share in 2002. The results for 2002 are before the cumulative effect of a change in accounting principle relating to goodwill that resulted in a non-cash charge, net of tax, of $288.3 million.

The company will conduct an investor conference call at 11:00 AM (EDT) today. Interested parties can participate by dialing 1-800-901-5213, passcode 94983503. The conference call will also be broadcast live over the internet at www.companyboardroom.com and on the company’s web site at www.unitedrentals.com.

United Rentals, Inc. is the largest equipment rental company in North America, with an integrated network of more than 750 locations in 47 states, seven Canadian provinces and Mexico. The company serves 1.7 million customers, including construction and industrial companies, manufacturers, utilities, municipalities, homeowners and others. The company offers for rent over 600 different types of equipment with a total original cost of approximately $3.7 billion.

Certain statements contained in this press release are forward-looking in nature. These statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “plans,” “intends,” “projects,” “forecasts,” “may,” “will,” “should,” “on track” or “anticipates” or the negative thereof or comparable terminology, or by discussions of strategy. The company’s business and operations are subject to a variety of risks and uncertainties and, consequently, actual results may materially differ from those projected by any forward-looking statements. Factors that could cause actual results to differ from those projected include, but are not limited to, the following: (1) unfavorable economic and industry conditions can reduce demand and prices for the company’s products and services, (2) governmental funding for highway and other construction projects may not reach expected levels, (3) the company may not have access to capital that it may require, (4) any companies that United Rentals acquires could have undiscovered liabilities and may be difficult to integrate and (5) costs may increase more than anticipated. These risks and uncertainties, as well as others, are discussed in greater detail in the company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and subsequent reports on Form 10-Q. The company makes 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.

# # #

Contact:

Fred Bratman

Vice President, Corporate Communications

United Rentals, Inc.

(203) 618-7323

fbratman@ur.com

UNITED RENTALS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(000’s, except per share data)

	Three Months Ended June 30						Six Months Ended June 30
	2003			2002			2003			2002
Revenues:
Equipment rentals	$	550,387		$	551,593		$	994,035		$	997,881
Sales of rental equipment		41,506			54,643			76,586			93,773
Sales of equipment and merchandise and other revenues		136,163			138,523			249,286			252,070
Total revenues		728,056			744,759			1,319,907			1,343,724
Cost of revenues:
Cost of equipment rentals, excluding depreciation		297,053			274,826			549,457			510,388
Depreciation of rental equipment		82,423			80,560			163,166			158,610
Cost of rental equipment sales		27,693			35,852			50,948			60,984
Cost of equipment and merchandise sales and other operating costs		97,821			100,259			179,281			181,272
Total cost of revenues		504,990			491,497			942,852			911,254
Gross profit		223,066			253,262			377,055			432,470
Selling, general and administrative expenses		111,563			106,525			208,324			205,020
Non-rental depreciation and amortization		16,869			13,854			33,847			27,738
Operating income		94,634			132,883			134,884			199,712
Interest expense		58,082			52,137			112,738			106,814
Other (income) expense, net		(1,502	)		(3,048	)		(1,608	)		(3,328	)
Income before provision for income taxes and cumulative effect of change in accounting principle		38,054			83,794			23,754			96,226
Provision for income taxes		14,663			32,680			9,086			37,528
Income before cumulative effect of change in accounting principle		23,391			51,114			14,668			58,698
Cumulative effect of change in accounting principle, net of tax											(288,339	)
Net income (loss)	$	23,391		$	51,114		$	14,668		$	(229,641	)
Diluted earnings (loss) per share:
Income available to common stockholders before cumulative effect of change in accounting principle	$	0.25		$	0.51		$	0.16		$	0.65
Income (loss) available to common stockholders	$	0.25		$	0.51		$	0.16		$	(2.27	)
Weighted average diluted shares outstanding		95,042			99,995			94,459			98,675

UNITED RENTALS, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(000s)

	June 30 2003		December 31 2002
ASSETS
Cash and cash equivalents	$	30,403	$	19,231
Accounts receivable, net		488,607		466,196
Prepaid expenses and other assets		264,599		223,091
Rental equipment, net		1,898,734		1,845,675
Property and equipment, net		419,260		425,352
Goodwill and other intangible assets, net		1,732,153		1,711,012
	$	4,833,756	$	4,690,557
LIABIITIES & STOCKHOLDERS’ EQUITY
Liabilities:
Accounts payable	$	217,533	$	207,038
Debt		2,586,011		2,512,798
Deferred taxes		230,367		225,587
Accrued expenses and other liabilities		181,109		187,079
Total liabilities	$	3,215,020	$	3,132,502
Company-obligated mandatorily redeemed convertible preferred securities of a subsidiary trust	$	226,550	$	226,550
Stockholders’ equity		1,392,186		1,331,505
	$	4,833,756	$	4,690,557

GAAP Reconciliation

1.  Our results for the first six months of 2002 reported in the press release have been adjusted to exclude the cumulative effect of a change in accounting principle related to goodwill impairment. We provide this adjusted data because we believe that this data may be useful to investors in analyzing the period-to-period changes in our results that are not attributable to the cumulative effect of changes in accounting principles. The table below reconciles the as adjusted results with our results in accordance with generally accepted accounting principles (“GAAP”).

Six Months Ended June 30, 2002 (in thousands, except per share amounts)
Net income (loss) available to common stockholders	$(229,641) or $(2.27) per diluted share
Cumulative effect of accounting change (related to goodwill impairment), net of tax	$288,339 or $2.92 per diluted share
Income, as adjusted	$58,698 or $0.65 per diluted share

2.  Our EBITDA (adjusted as described below) was $195.4 million and $230.3 million during the second quarter of 2003 and the second quarter of 2002, respectively, and $333.5 million and $389.4 million during the first six months of 2003 and the first six months of 2002, respectively. EBITDA is generally defined as net income plus interest expense, income taxes and depreciation and amortization. However, our EBITDA for the first six months of 2002 has been adjusted to exclude a $288.3 million non-cash charge in the first quarter of 2002 related to the cumulative effect of a change in accounting principle related to goodwill impairment. EBITDA is presented to provide additional information concerning our ability to meet future debt service obligations and capital expenditure and working capital requirements. However, EBITDA is not a measure of financial performance under GAAP. Accordingly, EBITDA should not be considered an alternative to net income or cash flows as indicators of our operating performance or liquidity. The table below provides a reconciliation between cash flow from operating activities and EBITDA (adjusted as described above) for the periods indicated:

	Three Months Ended June 30						Six Months Ended June 30
	2003			2002			2003			2002
	(in thousands)
Net cash provided by operating activities	$	97,488		$	128,775		$	180,142		$	169,376
Gain on sales of rental equipment		13,813			18,791			25,638			32,789
Interest expense		58,082			52,137			112,738			106,814
Provision for income taxes		14,663			32,680			9,086			37,528
Change in deferred taxes		(9,613	)		(27,675	)		(4,780	)		(31,796	)
Change in operating assets and liabilities and other		20,995			25,637			10,681			74,677
EBITDA, as adjusted	$	195,428		$	230,345		$	333,505		$	389,388