U.S. Rentals, Inc.
Ticker:USR 1581 Cummins Drive, Suite 155
Exchange:New York Stock Exchange Modesto, CA 95358
Industry:Service (SIC Code 7353) (209) 544-9000

Offering Information
Type of Shares:Common Shares Filing Date:12/13/96
U.S. Shares:8,000,000 Offer Date:2/21/97
Non-U.S. Shares:2,000,000 Filing Range:$19.00 - $21.00
Primary Shares:10,000,000 Offer Price:$20.00
Secondary Shares:0 Gross Spread:$1.25
Offering Amount: $200,000,000 Selling:$0.75
Expenses:$1,350,000 Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Donaldson, Lufkin & Jenrette Securities Corp.Lead Manager (212) 371-0641
Merrill Lynch & Co.Co-manager (212) 449-4600
Salomon Brothers Inc.Co-manager (212) 783-2947

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: O'Melveny & Meyers
Bank's Law Firm: Latham & Watkins

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
9 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 9/30/96 9/30/95 9/30/96
Revenue:$242.85$216.46$172.85Assets:$321.39
Net Income:$18.31$13.68$14.11Curr Assets:
EPS:Liabilities:$230.41
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$90.98
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is the second largest equipment rental company in the U.S. based on 1995 rental revenues. The company currently operates 78 equipment rental yards in 11 states and generates more than 100,000 rental contracts per month. The company owns more than 60,000 pieces of rental equipment, comprised of approximately 600 equipment types, including aerial work platforms, forklifts, paving and concrete equipment, compaction equipment, air compressors, hand tools and plumbing, landscaping and gardening equipment. Management believes that the company's fleet, which had a weighted average age of approximately 28 months and an original equipment cost of approximately $360 million at September 30, 1996, is one of the most comprehensive and well-maintained equipment rental fleets in the industry. The company also sells new equipment manufactured by nationally known companies, used equipment from its rental fleet, and rental-related merchandise, parts and supplies.

Competition
The equipment rental industry is highly fragmented and competitive. Each market in which U.S. Rentals operates is served by numerous competitors, ranging from national and multi-regional companies such as Hertz Equipment Rental Corporation, an affiliate of Ford Motor Company, to small, independent businesses with a limited number of locations. Management believes that participants in the equipment rental industry compete on the basis of customer relationships, customer service, breadth and quality of product line and price.

Business Plan
U.S. Rentals' strategic objective is to continue its profitable growth by acquiring rental yards, opening startup rental yards in both existing and new markets and expanding its equipment fleet. U.S. Rentals routinely evaluates attractive markets for expansion where a leading position can be created by acquiring and existing business or opening a new rental yard. Specifically the company's business strategy centers upon the following factors; 1) profitable expansion; 2) market leadership; 3) extensive customer base; 3) innovative, decentralized operating philosophy; 4) strong internal controls; 5) attracting, motivating and retaining the best people in the industry.

Use of Proceeds
The proceeds from the proposed offering will be used to repay substantially all outstanding indebtedness of the company and for working capital and for general corporate purposes including possible future acquisitions.

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