Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 19, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | UNITED RENTALS INC /DE | |
Entity Central Index Key | 1,067,701 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 92,828,361 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | |
ASSETS | |||
Cash and cash equivalents | $ 171 | $ 158 | |
Accounts receivable, net of allowance for doubtful accounts of $48 at September 30, 2015 and $43 at December 31, 2014 | 994 | 940 | |
Inventory | 77 | 78 | |
Prepaid expenses and other assets | 58 | 122 | |
Deferred taxes | 126 | 248 | |
Total current assets | 1,426 | 1,546 | |
Goodwill | 3,257 | 3,272 | |
Other intangible assets, net | 948 | 1,106 | |
Other long-term assets | 93 | 97 | |
Total assets | 12,598 | 12,467 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||
Short-term debt and current maturities of long-term debt | [1] | 639 | 618 |
Accounts payable | 475 | 285 | |
Accrued expenses and other liabilities | 403 | 575 | |
Total current liabilities | 1,517 | 1,478 | |
Long-term debt | 7,876 | 7,434 | |
Deferred taxes | 1,653 | 1,692 | |
Other long-term liabilities | 55 | 65 | |
Total liabilities | 11,101 | 10,669 | |
Temporary equity | 0 | 2 | |
Common stock—$0.01 par value, 500,000,000 shares authorized, 110,982,341 and 92,827,300 shares issued and outstanding, respectively, at September 30, 2015 and 108,233,686 and 97,877,580 shares issued and outstanding, respectively, at December 31, 2014 | 1 | 1 | |
Additional paid-in capital | 2,235 | 2,168 | |
Retained earnings | 919 | 503 | |
Treasury stock at cost—18,155,041 and 10,356,106 shares at September 30, 2015 and December 31, 2014, respectively | (1,440) | (802) | |
Accumulated other comprehensive loss | (218) | (74) | |
Total stockholders’ equity | 1,497 | 1,796 | |
Total liabilities and stockholders’ equity | 12,598 | 12,467 | |
Rental equipment, net | |||
ASSETS | |||
Property, plant and equipment, net | 6,438 | 6,008 | |
Property and equipment, net | |||
ASSETS | |||
Property, plant and equipment, net | $ 436 | $ 438 | |
[1] | As of September 30, 2015, our short-term debt primarily reflects $594 of borrowings under our accounts receivable securitization facility. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 48 | $ 43 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 110,982,341 | 108,233,686 |
Common stock, shares outstanding | 92,827,300 | 97,877,580 |
Treasury stock, shares | 18,155,041 | 10,356,106 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Revenues: | ||||||
Equipment rentals | $ 1,326 | $ 1,315 | $ 3,671 | $ 3,499 | ||
Sales of rental equipment | 141 | 140 | 381 | 388 | ||
Sales of new equipment | 38 | 42 | 110 | 105 | ||
Contractor supplies sales | 21 | 23 | 60 | 64 | ||
Service and other revenues | 24 | 24 | 72 | 65 | ||
Total revenues | 1,550 | 1,544 | 4,294 | 4,121 | ||
Cost of revenues: | ||||||
Cost of equipment rentals, excluding depreciation | 470 | 480 | 1,359 | 1,336 | ||
Depreciation of rental equipment | 249 | 236 | 724 | 682 | ||
Cost of rental equipment sales | 85 | 82 | 217 | 227 | ||
Cost of new equipment sales | 31 | 33 | 91 | 84 | ||
Cost of contractor supplies sales | 15 | 16 | 42 | 44 | ||
Cost of service and other revenues | 10 | 9 | 29 | 23 | ||
Total cost of revenues | 860 | 856 | 2,462 | 2,396 | ||
Gross profit | 690 | 688 | 1,832 | 1,725 | ||
Selling, general and administrative expenses | 178 | 194 | 534 | 549 | ||
Merger related costs | 0 | 4 | (26) | 13 | ||
Restructuring charge | 0 | (2) | 1 | [1] | (2) | |
Non-rental depreciation and amortization | 66 | 70 | 202 | 200 | ||
Operating income | 446 | 422 | 1,121 | 965 | ||
Interest expense, net | 107 | 124 | 460 | 436 | ||
Other income, net | (1) | [2] | (5) | (10) | [3] | (10) |
Income before provision for income taxes | 340 | 303 | 671 | 539 | ||
Provision for income taxes | 125 | 111 | 255 | 193 | ||
Net income | $ 215 | $ 192 | $ 416 | $ 346 | ||
Basic earnings per share (in dollars per share) | $ 2.28 | $ 1.95 | $ 4.33 | $ 3.57 | ||
Diluted earnings per share (in dollars per share) | $ 2.25 | $ 1.84 | $ 4.27 | $ 3.29 | ||
[1] | Reflected in our condensed consolidated statements of income as “Restructuring charge.” These charges are not allocated to our reportable segments. | |||||
[2] | Other (income) expense, net includes an adjustment to the amount of royalties Holdings receives from URNA and its subsidiaries as discussed below (see Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources- Relationship between Holdings and URNA). | |||||
[3] | Other (income) expense, net includes an adjustment to the amount of royalties Holdings receives from URNA and its subsidiaries as discussed below (see Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources- Relationship between Holdings and URNA). |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income | $ 215 | $ 192 | $ 416 | $ 346 | |
Other comprehensive loss, net of tax: | |||||
Foreign currency translation adjustments | (71) | (51) | (144) | (54) | |
Fixed price diesel swaps | (1) | 0 | 0 | 0 | |
Other comprehensive loss | (72) | (51) | (144) | (54) | |
Comprehensive income | [1] | $ 143 | $ 141 | $ 272 | $ 292 |
[1] | There were no material reclassifications from accumulated other comprehensive loss reflected in other comprehensive loss during 2015 or 2014. There is no tax impact related to the foreign currency translation adjustments, as the earnings are considered permanently reinvested. There were no material taxes associated with other comprehensive loss during 2015 or 2014. |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) - 9 months ended Sep. 30, 2015 - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | [2] | ||
Balance (in shares) at Dec. 31, 2014 | 98 | [1] | 10 | ||||||
Balance at Dec. 31, 2014 | $ 1,796 | $ 1 | $ 2,168 | $ 503 | $ (802) | $ (74) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 416 | 416 | |||||||
Foreign currency translation adjustments | (144) | (144) | |||||||
Stock compensation expense, net | 37 | ||||||||
Exercise of common stock options | 1 | ||||||||
4 percent Convertible Senior Notes (in shares) | [1],[3] | 3 | |||||||
4 percent Convertible Senior Notes | [3] | 1 | |||||||
Shares repurchased and retired | (29) | ||||||||
Repurchase of common stock (in shares) | (8) | [1] | 8 | ||||||
Repurchase of common stock | $ (638) | ||||||||
Excess tax benefits from share-based payment arrangements, net | 57 | ||||||||
Balance (in shares) at Sep. 30, 2015 | 93 | [1] | 18 | ||||||
Balance at Sep. 30, 2015 | $ 1,497 | $ 1 | $ 2,235 | $ 919 | $ (1,440) | $ (218) | |||
[1] | An aggregate of less than 5 million net shares were issued during the year ended December 31, 2014. | ||||||||
[2] | The Accumulated Other Comprehensive Loss balance primarily reflects foreign currency translation adjustments. | ||||||||
[3] | Reflects amortization of the original issue discount on the 4 percent Convertible Senior Notes (an amount equal to the unamortized portion of the original issue discount is reflected as “temporary equity” in our consolidated balance sheet) and the conversion of a portion of the 4 percent Convertible Senior Notes during the nine months ended September 30, 2015. |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) (Parenthetical) | 12 Months Ended |
Dec. 31, 2014shares | |
Shares issued during the year (less than 5 million shares) | 5,000,000 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | ||
Cash Flows From Operating Activities: | |||
Net income | $ 416 | $ 346 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 926 | 882 | |
Amortization of deferred financing costs and original issue discounts | 8 | 14 | |
Gain on sales of rental equipment | (164) | (161) | |
Gain on sales of non-rental equipment | (6) | (7) | |
Stock compensation expense, net | 37 | 48 | |
Merger related costs | (26) | 13 | |
Restructuring charge | 1 | [1] | (2) |
Loss on repurchase/redemption of debt securities and amendment of ABL facility | 123 | 80 | |
Excess tax benefits from share-based payment arrangements | (57) | 0 | |
Increase in deferred taxes | 94 | 134 | |
Changes in operating assets and liabilities, net of amounts acquired: | |||
Increase in accounts receivable | (72) | (99) | |
Increase in inventory | 0 | (23) | |
Decrease in prepaid expenses and other assets | 17 | 10 | |
Increase in accounts payable | 195 | 197 | |
Increase in accrued expenses and other liabilities | 65 | 34 | |
Net cash provided by operating activities | 1,557 | 1,466 | |
Cash Flows From Investing Activities: | |||
Purchases of rental equipment | (1,425) | (1,484) | |
Purchases of non-rental equipment | (76) | (84) | |
Proceeds from sales of rental equipment | 381 | 388 | |
Proceeds from sales of non-rental equipment | 14 | 26 | |
Purchases of other companies, net of cash acquired | (86) | (752) | |
Net cash used in investing activities | (1,192) | (1,906) | |
Cash Flows From Financing Activities: | |||
Proceeds from debt | 7,453 | 5,911 | |
Payments of debt | (7,093) | (5,082) | |
Payment of contingent consideration | (52) | 0 | |
Proceeds from the exercise of common stock options | 1 | 2 | |
Common stock repurchased | (667) | (399) | |
Payments of financing costs | (27) | (22) | |
Cash received in connection with the 4 percent Convertible Senior Notes and related hedge, net | 0 | 31 | |
Excess tax benefits from share-based payment arrangements | 57 | 0 | |
Net cash (used in) provided by financing activities | (328) | 441 | |
Effect of foreign exchange rates | (24) | (8) | |
Net increase (decrease) in cash and cash equivalents | 13 | (7) | |
Cash and cash equivalents at beginning of period | 158 | 175 | |
Cash and cash equivalents at end of period | 171 | 168 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for income taxes, net | 55 | 60 | |
Cash paid for interest | $ 304 | $ 315 | |
[1] | Reflected in our condensed consolidated statements of income as “Restructuring charge.” These charges are not allocated to our reportable segments. |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Parenthetical) | Sep. 30, 2015 | Sep. 30, 2014 |
Convertible senior notes | Convertible subordinated notes—4 percent | ||
Stated interest rate | 4.00% | 4.00% |
Organization, Description of Bu
Organization, Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business and Basis of Presentation | Organization, Description of Business and Basis of Presentation United Rentals, Inc. (“Holdings,” “URI” or the “Company”) is principally a holding company and conducts its operations primarily through its wholly owned subsidiary, United Rentals (North America), Inc. (“URNA”), and subsidiaries of URNA. Holdings’ primary asset is its sole ownership of all issued and outstanding shares of common stock of URNA. URNA’s various credit agreements and debt instruments place restrictions on its ability to transfer funds to its shareholder. We rent equipment to a diverse customer base that includes construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities in the United States and Canada. In addition to renting equipment, we sell new and used rental equipment, as well as related contractor supplies, parts and service. We have prepared the accompanying unaudited condensed consolidated financial statements in accordance with the accounting policies described in our annual report on Form 10-K for the year ended December 31, 2014 (the “ 2014 Form 10-K”) and the interim reporting requirements of Form 10-Q. Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the 2014 Form 10-K. In our opinion, all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of financial condition, operating results and cash flows for the interim periods presented have been made. Interim results of operations are not necessarily indicative of the results of the full year. New Accounting Pronouncements Revenue from Contracts with Customers . In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance to clarify the principles for recognizing revenue. This guidance includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB has agreed to a one-year deferral of the original effective date of this guidance and as a result it will be effective for fiscal years and interim periods beginning after December 15, 2017. The FASB's update allows entities to apply the new guidance as of the original effective date (for fiscal years and interim periods beginning after December 15, 2016). We expect to adopt this guidance when effective, and the impact on our financial statements is not currently estimable. Interest—Imputation of Interest . In April 2015, the FASB issued guidance on the presentation of debt issuance costs. This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This guidance is effective for fiscal years and interim periods beginning after December 15, 2015, and requires retrospective application. Early adoption is permitted, and we plan to adopt this guidance during the fourth quarter of 2015. We do not expect this guidance to have a significant impact on our financial statements, although it will change the financial statement classification of our debt issuance costs. As of September 30, 2015 , $86 of net debt issuance costs were included in total assets in our condensed consolidated balance sheet. Under the new guidance, the net debt issuance costs would reduce the total debt shown on our balance sheet. Inventory . In July 2015, the FASB issued guidance that requires an entity to measure inventory at the lower of cost or net realizable value. Current GAAP requires that an entity measure inventory at the lower of cost or market, and market under current GAAP could be replacement cost, net realizable value, or net realizable value less a normal profit margin. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016, and requires prospective application. Early adoption is permitted. We expect to adopt this guidance when effective, and do not expect this guidance to have a significant impact on our financial statements. Business Combinations . In September 2015, the FASB issued guidance to simplify the accounting for adjustments made during the measurement period to provisional amounts recognized in a business combination. This guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition the acquirer is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This guidance is effective for fiscal years and interim periods beginning after December 15, 2015, and requires prospective application. Early adoption is permitted. We expect to adopt this guidance when effective, and do not expect this guidance to have a significant impact on our financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions In April 2014, we completed the acquisition of assets of the following four entities: National Pump & Compressor, Ltd., Canadian Pump and Compressor Ltd., GulfCo Industrial Equipment, LP and LD Services, LLC (collectively “National Pump”). National Pump was the second largest specialty pump rental company in North America. National Pump was a leading supplier of pumps for energy and petrochemical customers, with upstream oil and gas customers representing about half of its revenue. National Pump had a total of 35 branches, including four branches in western Canada, and had annual revenues of approximately $ 210 . The acquisition is expected to expand our product offering, and supports our strategy of expanding our presence in industrial and specialty rental markets. The acquisition date fair value of the consideration transferred consisted of the following: Cash consideration (1) $ 773 Contingent consideration (2) 76 Total purchase consideration (3) $ 849 (1) Includes a ‘hold back’ of $ 58 that was paid in April 2015. (2) Reflects the acquisition date fair value of the contingent consideration that was paid in June 2015 as discussed in note 6 to our condensed consolidated financial statements. (3) Total purchase consideration excludes $ 15 of stock which was issued in connection with the acquisition and will be treated as compensation for book purposes but primarily represents deductible goodwill for income tax purposes. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date: Accounts receivable, net of allowance for doubtful accounts (1) $ 44 Inventory 19 Deferred taxes 6 Rental equipment 172 Property and equipment 10 Intangibles (2) 289 Other assets 1 Total identifiable assets acquired 541 Current liabilities (25 ) Total liabilities assumed (25 ) Net identifiable assets acquired 516 Goodwill (3) 333 Net assets acquired $ 849 (1) The fair value of accounts receivables acquired was $44 , and the gross contractual amount was $47 . We estimated that $3 would be uncollectible. (2) The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified based on our purchase accounting assessments: Fair value Life (years) Customer relationships $ 274 10 Non-compete agreements 15 6 Total $ 289 (3) $321 of the goodwill was assigned to our trench, power and pump segment and $12 of the goodwill was assigned to our general rentals segment. The level of goodwill that resulted from the acquisition is primarily reflective of National Pump's going-concern value, the value of National Pump's assembled workforce, new customer relationships expected to arise from the acquisition, and operational synergies that we expect to achieve that would not be available to other market participants. $325 of goodwill is expected to be deductible for income tax purposes. The amount of goodwill that is expected to be deductible for income tax purposes declined during the nine months ended September 30, 2015 due to a decline in the fair value of the contingent cash consideration component of the National Pump purchase price due to lower than expected financial performance compared to agreed upon financial targets, as discussed in note 6 to our condensed consolidated financial statements. The nine months ended September 30, 2015 includes a National Pump acquisition-related cost reduction of $26 . The cost reduction reflects a decline in the fair value of the contingent cash consideration component of the National Pump purchase price due to lower than expected financial performance compared to agreed upon financial targets, as discussed in note 6 to our condensed consolidated financial statements. The cost reduction is included in “Merger related costs” in our condensed consolidated statements of income, which also include costs associated with the 2012 acquisition of RSC Holdings Inc. (“RSC”). The merger related costs are comprised of financial and legal advisory fees, and changes subsequent to the acquisition date to the fair value of the contingent cash consideration component of the National Pump purchase price as discussed in note 6 to our condensed consolidated financial statements. We do not expect to incur significant additional charges in connection with the acquisition subsequent to September 30, 2015 . In addition to the acquisition-related costs reflected in our condensed consolidated statements of income, we capitalized $22 of debt issuance costs associated with the issuance of debt to fund the acquisition, which are reflected, net of amortization subsequent to the acquisition date, in other long-term assets in our condensed consolidated balance sheets. The pro forma information below has been prepared using the purchase method of accounting, giving effect to the National Pump acquisition as if it had been completed on January 1, 2014 (“the pro forma acquisition date”). The pro forma information is not necessarily indicative of our results of operations had the acquisition been completed on the above date, nor is it necessarily indicative of our future results. The pro forma information does not reflect any cost savings from operating efficiencies or synergies that could result from the acquisition, and also does not reflect additional revenue opportunities following the acquisition. The table below presents unaudited pro forma consolidated income statement information as if National Pump had been included in our consolidated results for the entire periods reflected: Three Months Ended Nine Months Ended September 30, September 30, 2014 2014 United Rentals historic revenues $ 1,544 $ 4,121 National Pump historic revenues — 62 Pro forma revenues 1,544 4,183 United Rentals historic pretax income 303 539 National Pump historic pretax income — 20 Combined pretax income 303 559 Pro forma adjustments to combined pretax income: Impact of fair value mark-ups/useful life changes on depreciation (1) — (1 ) Intangible asset amortization (2) (1 ) (12 ) Interest expense (3) (4 ) 58 Elimination of merger costs (4) (1 ) 8 Pro forma pretax income $ 297 $ 612 (1) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the National Pump acquisition. The useful lives assigned to such equipment did not change significantly from the lives historically used by National Pump. (2) The intangible assets acquired in the National Pump acquisition were amortized. (3) In connection with the National Pump acquisition, URNA issued $ 525 principal amount of 6 1 / 8 percent Senior Notes (as an add on to our existing 6 1 / 8 percent Senior Notes) and $ 850 principal amount of 5 3 / 4 percent Senior Notes, and all our outstanding 9 1 / 4 percent Senior Notes were redeemed. Interest expense was adjusted to reflect these changes in our debt portfolio. For the pro forma presentation, the $ 64 loss recognized upon redemption of the 9 1 / 4 percent Senior Notes was removed from the nine months ended September 30, 2014 as the loss was assumed to have been recognized prior to the pro forma acquisition date. (4) Merger related costs, primarily comprised of financial and legal advisory fees, associated with the National Pump acquisition were eliminated as they were assumed to have been recognized prior to the pro forma acquisition date. For the three and nine months ended September 30, 2015 and 2014 National Pump revenue and pretax income (loss) included in our condensed consolidated financial statements were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue $ 59 $ 73 $ 170 $ 140 Pretax income (loss) (1) 2 16 (2 ) 30 (1) Pretax income (loss) excludes merger related costs which are not allocated to our segments. Pretax income (loss) for the three and nine months ended September 30, 2015 reflects volume and pricing pressure associated with upstream oil and gas customers, and the amortization of the intangible assets acquired in the National Pump acquisition. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Our reportable segments are general rentals and trench, power and pump. The general rentals segment includes the rental of construction, infrastructure, industrial and homeowner equipment and related services and activities. The general rentals segment’s customers include construction and industrial companies, manufacturers, utilities, municipalities, homeowners and government entities. The general rentals segment comprises 11 geographic regions—Eastern Canada, Industrial (which serves the geographic Gulf region and has a strong industrial presence), Mid-Atlantic, Midwest, Mountain West, Northeast, Pacific West, South-Central, South, Southeast and Western Canada—and operates throughout the United States and Canada. The trench, power and pump segment includes the rental of specialty construction products and related services. The trench, power and pump segment is comprised of the Trench Safety region, which rents trench safety equipment such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, the Power and HVAC (heating, ventilating and air conditioning) region, which rents power and HVAC equipment such as portable diesel generators, electrical distribution equipment, and temperature control equipment including heating and cooling equipment, and the Pump Solutions region, which rents pumps primarily used by energy and petrochemical customers. The trench, power and pump segment’s customers include construction companies involved in infrastructure projects, municipalities and industrial companies. This segment operates throughout the United States and in Canada. These segments align our external segment reporting with how management evaluates and allocates resources. We evaluate segment performance based on segment equipment rentals gross profit. The following tables set forth financial information by segment. General rentals Trench, power and pump Total Three Months Ended September 30, 2015 Equipment rentals $ 1,120 $ 206 $ 1,326 Sales of rental equipment 132 9 141 Sales of new equipment 33 5 38 Contractor supplies sales 18 3 21 Service and other revenues 23 1 24 Total revenue 1,326 224 1,550 Depreciation and amortization expense 272 43 315 Equipment rentals gross profit 500 107 607 Three Months Ended September 30, 2014 Equipment rentals $ 1,127 $ 188 $ 1,315 Sales of rental equipment 133 7 140 Sales of new equipment 31 11 42 Contractor supplies sales 19 4 23 Service and other revenues 21 3 24 Total revenue 1,331 213 1,544 Depreciation and amortization expense 267 39 306 Equipment rentals gross profit 496 103 599 Nine Months Ended September 30, 2015 Equipment rentals $ 3,144 $ 527 $ 3,671 Sales of rental equipment 356 25 381 Sales of new equipment 94 16 110 Contractor supplies sales 51 9 60 Service and other revenues 65 7 72 Total revenue 3,710 584 4,294 Depreciation and amortization expense 798 128 926 Equipment rentals gross profit 1,339 249 1,588 Capital expenditures 1,325 176 1,501 Nine Months Ended September 30, 2014 Equipment rentals $ 3,079 $ 420 $ 3,499 Sales of rental equipment 371 17 388 Sales of new equipment 80 25 105 Contractor supplies sales 55 9 64 Service and other revenues 55 10 65 Total revenue 3,640 481 4,121 Depreciation and amortization expense 789 93 882 Equipment rentals gross profit 1,266 215 1,481 Capital expenditures 1,391 177 1,568 September 30, December 31, Total reportable segment assets General rentals $ 11,019 $ 10,935 Trench, power and pump 1,579 1,532 Total assets $ 12,598 $ 12,467 Equipment rentals gross profit is the primary measure management reviews to make operating decisions and assess segment performance. The following is a reconciliation of equipment rentals gross profit to income before provision for income taxes: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Total equipment rentals gross profit $ 607 $ 599 $ 1,588 $ 1,481 Gross profit from other lines of business 83 89 244 244 Selling, general and administrative expenses (178 ) (194 ) (534 ) (549 ) Merger related costs — (4 ) 26 (13 ) Restructuring charge — 2 (1 ) 2 Non-rental depreciation and amortization (66 ) (70 ) (202 ) (200 ) Interest expense, net (107 ) (124 ) (460 ) (436 ) Other income, net 1 5 10 10 Income before provision for income taxes $ 340 $ 303 $ 671 $ 539 |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges Closed Restructuring Program Between 2008 and 2011 and in recognition of a very challenging economic environment, we were intensely focused on reducing our operating costs. During this period, we reduced our employee headcount from approximately 10,900 at January 1, 2008 (the beginning of the restructuring period) to approximately 7,500 at December 31, 2011 (the end of the restructuring period). Additionally, we reduced our branch network from 697 locations at January 1, 2008 to 529 locations at December 31, 2011. RSC Merger Related Restructuring Program In the second quarter of 2012, we initiated a restructuring program related to severance costs and branch closure charges associated with the April 2012 acquisition of RSC. The branch closure charges principally relate to continuing lease obligations at vacant facilities closed subsequent to the RSC acquisition. As of September 30, 2015 , our employee headcount is approximately 12,700 and our branch network has 900 rental locations. We do not expect to incur significant additional charges in connection with the restructuring, which was complete as of June 30, 2013 (the end of the restructuring period). The table below provides certain information concerning our restructuring charges for the nine months ended September 30, 2015 : Reserve Balance at Charged to Payments Reserve Balance at Description December 31, 2014 September 30, 2015 Closed Restructuring Program Branch closure charges $ 9 $ 1 $ (3 ) $ 7 Severance costs — — — — Total $ 9 $ 1 $ (3 ) $ 7 RSC Merger Related Restructuring Program Branch closure charges $ 11 $ — $ (4 ) $ 7 Severance costs — — — — Total $ 11 $ — $ (4 ) $ 7 Total Branch closure charges $ 20 $ 1 $ (7 ) $ 14 Severance costs — — — — Total $ 20 $ 1 $ (7 ) $ 14 _________________ (1) Reflected in our condensed consolidated statements of income as “Restructuring charge.” These charges are not allocated to our reportable segments. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives We recognize all derivative instruments as either assets or liabilities at fair value, and recognize changes in the fair value of the derivative instruments based on the designation of the derivative. For derivative instruments that are designated and qualify as hedging instruments, we designate the hedging instrument, based upon the exposure being hedged, as either a fair value hedge or a cash flow hedge. As of September 30, 2015 , we do not have any outstanding derivative instruments designated as fair value hedges. The effective portion of the changes in fair value of derivatives that are designated as cash flow hedges is recorded as a component of accumulated other comprehensive income. Amounts included in accumulated other comprehensive income for cash flow hedges are reclassified into earnings in the same period that the hedged item is recognized in earnings. The ineffective portion of changes in the fair value of derivatives designated as cash flow hedges is recorded currently in earnings. For derivative instruments that do not qualify for hedge accounting, we recognize gains or losses due to changes in fair value in our condensed consolidated statements of income during the period in which the changes in fair value occur. As of September 30, 2015 , we do not have any derivative instruments that do not qualify for hedge accounting. We are exposed to certain risks related to our ongoing business operations. During the nine months ended September 30, 2015 and 2014 , the primary risks we managed using derivative instruments were diesel price risk and foreign currency exchange rate risk. At September 30, 2015 , we had outstanding fixed price swap contracts on diesel purchases which were entered into to mitigate the price risk associated with forecasted purchases of diesel. During the nine months ended September 30, 2015 , we entered into forward contracts to purchase Canadian dollars to mitigate the foreign currency exchange rate risk associated with certain Canadian dollar denominated intercompany loans. At September 30, 2015 and December 31, 2014 , there were no outstanding forward contracts to purchase Canadian dollars. The outstanding forward contracts on diesel purchases were designated and qualify as cash flow hedges and the forward contracts to purchase Canadian dollars represented derivative instruments not designated as hedging instruments. Fixed Price Diesel Swaps The fixed price swap contracts on diesel purchases that were outstanding at September 30, 2015 were designated and qualify as cash flow hedges and the effective portion of the gain or loss on these contracts is reported as a component of accumulated other comprehensive income and is reclassified into earnings in the period during which the hedged transaction affects earnings (i.e., when the hedged gallons of diesel are used). The remaining gain or loss on the fixed price swap contracts in excess of the cumulative change in the present value of future cash flows of the hedged item, if any (i.e., the ineffective portion), is recognized in our condensed consolidated statements of income during the current period. As of September 30, 2015 , we had outstanding fixed price swap contracts covering 9.5 million gallons of diesel which will be purchased throughout 2015 and 2016 . Foreign Currency Forward Contracts The forward contracts to purchase Canadian dollars, which were all settled as of September 30, 2015 , represented derivative instruments not designated as hedging instruments and gains or losses due to changes in the fair value of the forward contracts were recognized in our condensed consolidated statements of income during the period in which the changes in fair value occurred. During the three and nine months ended September 30, 2015 , forward contracts were used to purchase $ 221 Canadian dollars, representing the total amount due at maturity for certain Canadian dollar denominated intercompany loans that were settled during the three and nine months ended September 30, 2015 . Upon maturity, the proceeds from the forward contracts were used to pay down the Canadian dollar denominated intercompany loans. Financial Statement Presentation As of September 30, 2015 and December 31, 2014 , immaterial amounts ( $4 or less) were reflected in prepaid expenses and other assets, accrued expenses and other liabilities, and accumulated other comprehensive income in our condensed consolidated balance sheets associated with the outstanding fixed price swap contracts that were designated and qualify as cash flow hedges. The effect of our derivative instruments on our condensed consolidated statements of income for the three and nine months ended September 30, 2015 and 2014 was as follows: Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Location of income (expense) recognized on derivative/hedged item Amount of income (expense) recognized on derivative Amount of income (expense) recognized on hedged item Amount of income (expense) recognized on derivative Amount of income (expense) recognized on hedged item Derivatives designated as hedging instruments: Fixed price diesel swaps Other income (expense), net (1) $ * $ * Cost of equipment rentals, excluding depreciation (2), (3) (2 ) $ (7 ) * $ (10 ) Derivatives not designated as hedging instruments: Foreign currency forward contracts (4) Other income (expense), net (5 ) 5 (3 ) 3 Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 Location of income (expense) recognized on derivative/hedged item Amount of income (expense) recognized on derivative Amount of income (expense) recognized on hedged item Amount of income (expense) recognized on derivative Amount of income (expense) recognized on hedged item Derivatives designated as hedging instruments: Fixed price diesel swaps Other income (expense), net (1) $ * $ * Cost of equipment rentals, excluding depreciation (2), (3) (5 ) $ (23 ) * $ (32 ) Derivatives not designated as hedging instruments: Foreign currency forward contracts (4) Other income (expense), net (5 ) 5 (3 ) 3 * Amounts are insignificant (less than $1 ). (1) Represents the ineffective portion of the fixed price diesel swaps. (2) Amounts recognized on derivative represent the effective portion of the fixed price diesel swaps. (3) Amounts recognized on hedged item reflect the use of 2.8 million and 2.6 million gallons of diesel covered by the fixed price swaps during the three months ended September 30, 2015 and 2014 , respectively, and the use of 8.2 million gallons of diesel covered by the fixed price swaps during the nine months ended September 30, 2015 and 2014 . These amounts are reflected, net of cash received from, or paid to, the counterparties to the fixed price swaps, in operating cash flows in our condensed consolidated statement of cash flows. (4) Insignificant amounts were reflected in our condensed consolidated statement of cash flows associated with the forward contracts to purchase Canadian dollars, as the cash impact of the gains/losses recognized on the derivatives were offset by the gains/losses recognized on the hedged items. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We account for certain assets and liabilities at fair value. We categorize each of our fair value measurements in one of the following three levels based on the lowest level input that is significant to the fair value measurement in its entirety: Level 1- Inputs to the valuation methodology are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2- Observable inputs other than quoted prices in active markets for identical assets or liabilities include: a) quoted prices for similar assets or liabilities in active markets; b) quoted prices for identical or similar assets or liabilities in inactive markets; c) inputs other than quoted prices that are observable for the asset or liability; d) inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3- Inputs to the valuation methodology are unobservable (i.e., supported by little or no market activity) and significant to the fair value measure. Assets and Liabilities Measured at Fair Value Our fixed price diesel swaps contracts are Level 2 derivatives measured at fair value on a recurring basis. As of September 30, 2015 and December 31, 2014 , immaterial amounts ( $4 or less) were reflected in prepaid expenses and other assets, and accrued expenses and other liabilities in our condensed consolidated balance sheets, reflecting the fair values of the fixed price diesel swaps contracts. As discussed in note 5 to the condensed consolidated financial statements, we entered into the fixed price swap contracts on diesel purchases to mitigate the price risk associated with forecasted purchases of diesel. Fair value is determined based on observable market data. As of September 30, 2015 , we have fixed price swap contracts that mature throughout 2015 and 2016 covering 9.5 million gallons of diesel which we will buy at the average contract price of $3.06 per gallon, while the average forward price for the hedged gallons was $2.65 per gallon as of September 30, 2015 . The fair value of the contingent cash consideration component of the National Pump purchase price discussed in note 2 to our condensed consolidated financial statements was $ 0 as of September 30, 2015 and $78 as of December 31, 2014 . In June 2015, we paid the contingent consideration and were relieved of further liabilities associated therewith. The contingent consideration was recorded in accrued expenses and other liabilities in our condensed consolidated balance sheets, and was a Level 3 liability that was measured at fair value on a recurring basis. Fair value was determined using a probability weighted discounted cash flow methodology. Key inputs to the valuation included: (i) discrete scenarios of potential payouts; (ii) probability weightings assigned to each of the scenarios; and (iii) a rate of return with which to discount the probability weighted payouts to present value. Changes to the fair value of the contingent cash consideration are reflected in our condensed consolidated statements of income as “Merger related costs” which included a $26 fair value reduction for the nine months ended September 30, 2015 . In June 2015, we paid the liability remaining after recognizing the decline in fair value, and were relieved of further liabilities associated therewith. The decline in the fair value of the contingent cash consideration primarily relates to lower than expected financial performance compared to agreed upon financial targets. Fair Value of Financial Instruments The carrying amounts reported in our condensed consolidated balance sheets for accounts receivable, accounts payable and accrued expenses and other liabilities approximate fair value due to the immediate to short-term maturity of these financial instruments. The fair values of our senior secured asset-based revolving credit facility (“ABL facility”), accounts receivable securitization facility and capital leases approximate their book values as of September 30, 2015 and December 31, 2014 . The estimated fair values of our financial instruments as of September 30, 2015 and December 31, 2014 have been calculated based upon available market information, and are presented below by level in the fair value hierarchy: September 30, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value Level 1: Senior and senior subordinated notes $ 5,989 $ 5,949 $ 6,063 $ 6,390 Level 2: 4 percent Convertible Senior Notes (1) 8 8 32 33 ___________________ (1) The fair value of the 4 percent Convertible Senior Notes is based on the market value of comparable notes. Consistent with the carrying amount, the fair value excludes the equity component of the notes. To exclude the equity component and calculate the fair value, we used an effective interest rate of 7.3 percent. As discussed below (see Item 3- Quantitative and Qualitative Disclosures about Market Risk), the total cost to settle the notes based on the closing price of our common stock on September 30, 2015 would be $41 . |
Debt
Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt consists of the following: September 30, 2015 December 31, 2014 URNA and subsidiaries debt: Accounts Receivable Securitization Facility (1) $ 594 $ 548 $2.5 billion ABL Facility (2) 1,829 1,304 5 3 / 4 percent Senior Secured Notes (3) — 750 7 3 / 8 percent Senior Notes 750 750 8 3 / 8 percent Senior Subordinated Notes (3) — 750 8 1 / 4 percent Senior Notes (4) 315 687 7 5 / 8 percent Senior Notes 1,325 1,325 6 1 / 8 percent Senior Notes 949 951 4 5 / 8 percent Senior Secured Notes (5) 1,000 — 5 3 / 4 percent Senior Notes 850 850 5 1 / 2 percent Senior Notes (6) 800 — Capital leases 95 105 Total URNA and subsidiaries debt 8,507 8,020 Holdings: 4 percent Convertible Senior Notes (7) 8 32 Total debt 8,515 8,052 Less short-term portion (8) (639 ) (618 ) Total long-term debt $ 7,876 $ 7,434 ___________________ (1) In September 2015, the accounts receivable securitization facility was amended, primarily to increase the facility size and to extend the maturity date which may be further extended on a 364 -day basis by mutual agreement with the purchasers under the accounts receivable securitization facility. The size of the facility was increased to $ 625 . The amended facility expires on August 30, 2016. At September 30, 2015 , $21 was available under our accounts receivable securitization facility. The interest rate applicable to the accounts receivable securitization facility was 0.8 percent at September 30, 2015 . During the nine months ended September 30, 2015 , the monthly average amount outstanding under the accounts receivable securitization facility was $490 , and the weighted-average interest rate thereon was 0.8 percent . The maximum month-end amount outstanding under the accounts receivable securitization facility during the nine months ended September 30, 2015 was $594 . Borrowings under the accounts receivable securitization facility are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves, exceeds the outstanding loans. As of September 30, 2015 , there were $ 614 of receivables, net of applicable reserves, in the collateral pool. (2) At September 30, 2015 , $622 was available under our ABL facility, net of $49 of letters of credit. The interest rate applicable to the ABL facility was 1.8 percent at September 30, 2015 . During the nine months ended September 30, 2015 , the monthly average amount outstanding under the ABL facility was $1.4 billion, and the weighted-average interest rate thereon was 1.9 percent . The maximum month-end amount outstanding under the ABL facility during the nine months ended September 30, 2015 was $1.8 billion . In March 2015, the ABL facility was amended, primarily to increase the facility size and to extend the maturity date. The size of the facility was increased to $2.5 billion . All amounts borrowed under the ABL facility must be repaid on or before March 2020. (3) In April 2015, we redeemed all of our 5 3 / 4 percent Senior Secured Notes and 8 3 / 8 percent Senior Subordinated Notes. Upon redemption, we recognized an aggregate loss of $ 106 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the notes. (4) In April 2015, we redeemed $ 350 principal amount of our 8 1 / 4 percent Senior Notes. Upon redemption, we recognized a loss of $ 15 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the redeemed notes. (5) In March 2015, URNA issued $ 1.0 billion aggregate principal amount of 4 5 / 8 percent Senior Secured Notes (the “4 5 / 8 percent Notes”) which are due July 15, 2023. The net proceeds from issuance were approximately $ 990 (after deducting offering expenses). The 4 5 / 8 percent Notes are guaranteed by Holdings and certain domestic subsidiaries of URNA and are secured on a second-priority basis by liens on substantially all of URNA’s and the guarantors’ assets that secure the ABL facility, subject to certain exceptions. The 4 5 / 8 percent Notes may be redeemed on or after July 15, 2018 , at specified redemption prices that range from 103.469 percent in 2018 , to 100 percent in 2021 and thereafter, plus accrued and unpaid interest, if any. The indenture governing the 4 5 / 8 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) liens; (ii) additional indebtedness; (iii) mergers, consolidations and acquisitions; (iv) sales, transfers and other dispositions of assets; (v) loans and other investments; (vi) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (vii) restrictions affecting subsidiaries; (viii) transactions with affiliates; and (ix) designations of unrestricted subsidiaries, as well as a requirement to timely file periodic reports with the SEC. The indenture also includes covenants relating to the grant of and maintenance of liens for the benefit of the notes collateral agent. Each of the restrictive covenants is subject to important exceptions and qualifications that would allow URNA and its subsidiaries to engage in these activities under certain conditions. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then-outstanding 4 5 / 8 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon. (6) In March 2015, URNA issued $ 800 aggregate principal amount of 5 1 / 2 percent Senior Notes (the “5 1 / 2 percent Notes”) which are due July 15, 2025. The net proceeds from the issuance were approximately $ 792 (after deducting offering expenses). The 5 1 / 2 percent Notes are unsecured and are guaranteed by Holdings and certain domestic subsidiaries of URNA. The 5 1 / 2 percent Notes may be redeemed on or after July 15, 2020 , at specified redemption prices that range from 102.75 percent in 2020 , to 100 percent in 2023 and thereafter, plus accrued and unpaid interest, if any. The indenture governing the 5 1 / 2 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) liens; (ii) additional indebtedness; (iii) mergers, consolidations and acquisitions; (iv) sales, transfers and other dispositions of assets; (v) loans and other investments; (vi) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (vii) restrictions affecting subsidiaries; (viii) transactions with affiliates; and (ix) designations of unrestricted subsidiaries, as well as a requirement to timely file periodic reports with the SEC. Each of the restrictive covenants is subject to important exceptions and qualifications that would allow URNA and its subsidiaries to engage in these activities under certain conditions. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then-outstanding 5 1 / 2 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon. (7) During the nine months ended September 30, 2015 , $ 26 of our 4 percent Convertible Senior Notes were redeemed. We recognized a loss of approximately $ 1 in interest expense, net upon redemption. The loss represented the difference between the net carrying amount and the fair value of the debt component of the notes. The 4 percent Convertible Senior Notes are due November 15, 2015. (8) As of September 30, 2015 , our short-term debt primarily reflects $ 594 of borrowings under our accounts receivable securitization facility. Convertible Note Hedge Transactions In connection with the November 2009 issuance of $173 aggregate principal amount of 4 percent Convertible Senior Notes, Holdings entered into convertible note hedge transactions with option counterparties. The convertible note hedge transactions cost $26 , and decreased additional paid-in capital by $17 , net of taxes, in our accompanying condensed consolidated statements of stockholders’ equity. The convertible note hedge transactions cover, subject to anti-dilution adjustments, 0.7 million shares of our common stock. The convertible note hedge transactions are intended to reduce, subject to a limit, the potential dilution with respect to our common stock upon conversion of the 4 percent Convertible Senior Notes. The effect of the convertible note hedge transactions is to increase the effective conversion price to $15.56 per share, equal to an approximately 75 percent premium over the $8.89 closing price of our common stock at issuance. The effective conversion price is subject to change in certain circumstances. In the event the market value of our common stock exceeds the effective conversion price per share, the settlement amount received from such transactions will only partially offset the potential dilution. For example, if, at the time of exercise of the conversion right, the price of our common stock was $65.00 per share, assuming an effective conversion price of $15.56 per share, on a net basis, we would issue 0.5 million shares. The 4 percent Convertible Senior Notes are due November 15, 2015. Loan Covenants and Compliance As of September 30, 2015 , we were in compliance with the covenants and other provisions of the ABL facility, the accounts receivable securitization facility and the senior notes. Any failure to be in compliance with any material provision or covenant of these agreements could have a material adverse effect on our liquidity and operations. The only financial covenant which currently exists under the ABL facility relates to the fixed charge coverage ratio. As of September 30, 2015 , specified availability under the ABL facility exceeded the required threshold and, as a result, this maintenance covenant is inapplicable. Subject to certain limited exceptions specified in the ABL facility, the fixed charge coverage ratio covenant under the ABL facility will only apply in the future if specified availability under the ABL facility falls below 10 percent of the maximum revolver amount under the ABL facility. When certain conditions are met, cash and cash equivalents and borrowing base collateral in excess of the ABL facility size may be included when calculating specified availability under the ABL facility. Under our accounts receivable securitization facility, we are required, among other things, to maintain certain financial tests relating to: (i) the default ratio, (ii) the delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding. The accounts receivable securitization facility requires us to comply with the fixed charge coverage ratio under the ABL facility, to the extent the ratio is applicable under the ABL facility. |
Legal and Regulatory Matters
Legal and Regulatory Matters | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal and Regulatory Matters | Legal and Regulatory Matters In addition to the disclosures provided in note 14 to our consolidated financial statements for the year ended December 31, 2014 filed on Form 10-K on January 21, 2015, we are also subject to a number of claims and proceedings that generally arise in the ordinary course of our business. These matters include, but are not limited to, general liability claims (including personal injury, property and auto claims), indemnification and guarantee obligations, employee injuries and employment-related claims, self-insurance obligations, contract and real estate matters, and other general business litigation. Based on advice of counsel and available information, including current status or stage of proceeding, and taking into account accruals for matters where we have established them, we currently believe that any liabilities ultimately resulting from such claims and proceedings will not, individually or in the aggregate, have a material adverse effect on our consolidated financial condition, results of operations or cash flows. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of common shares plus the effect of dilutive potential common shares outstanding during the period. The following table sets forth the computation of basic and diluted earnings per share (shares in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Numerator: Net income available to common stockholders $ 215 $ 192 416 346 Denominator: Denominator for basic earnings per share—weighted-average common shares 94,213 98,485 95,992 96,916 Effect of dilutive securities: Employee stock options and warrants 291 376 311 407 4 percent Convertible Senior Notes 574 4,748 786 7,606 Restricted stock units 113 467 196 465 Denominator for diluted earnings per share—adjusted weighted-average common shares 95,191 104,076 97,285 105,394 Basic earnings per share $ 2.28 $ 1.95 $ 4.33 $ 3.57 Diluted earnings per share $ 2.25 $ 1.84 $ 4.27 $ 3.29 |
Condensed Consolidating Financi
Condensed Consolidating Financial Information of Guarantor Subsidiaries | 9 Months Ended |
Sep. 30, 2015 | |
Condensed Financial Information [Abstract] | |
Condensed Consolidating Financial Information of Guarantor Subsidiaries | Condensed Consolidating Financial Information of Guarantor Subsidiaries URNA is 100 percent owned by Holdings (“Parent”) and has outstanding (i) certain indebtedness that is guaranteed by Parent, (ii) certain indebtedness that is guaranteed by both Parent and, with the exception of its U.S. special purpose vehicle which holds receivable assets relating to the Company’s accounts receivable securitization facility (the “SPV”), all of URNA’s U.S. subsidiaries (the “guarantor subsidiaries”) and (iii) certain indebtedness that is guaranteed only by the guarantor subsidiaries (specifically, the 8 1 / 4 percent Senior Notes). Other than the guarantee by certain Canadian subsidiaries of URNA's indebtedness under the ABL facility, none of URNA’s indebtedness is guaranteed by URNA's foreign subsidiaries or the SPV (together, the “non-guarantor subsidiaries”). The receivable assets owned by the SPV have been sold by URNA to the SPV and are not available to satisfy the obligations of URNA or Parent’s other subsidiaries. The guarantor subsidiaries are all 100 percent -owned and the guarantees are made on a joint and several basis. The guarantees are not full and unconditional because a guarantor subsidiary can be automatically released and relieved of its obligations under certain circumstances, including sale of the guarantor subsidiary, the sale of all or substantially all of the guarantor subsidiary's assets, the requirements for legal defeasance or covenant defeasance under the applicable indenture being met or designating the guarantor subsidiary as an unrestricted subsidiary for purposes of the applicable covenants. The guarantees are also subject to subordination provisions (to the same extent that the obligations of the issuer under the relevant notes are subordinated to other debt of the issuer) and 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. Based on our understanding of Rule 3-10 of Regulation S-X ("Rule 3-10"), we believe that the guarantees of the guarantor subsidiaries comply with the conditions set forth in Rule 3-10 and therefore continue to utilize Rule 3-10 to present condensed consolidating financial information for Holdings, URNA, the guarantor subsidiaries and the non-guarantor subsidiaries. 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 is presented. URNA covenants in the ABL facility, accounts receivable securitization facility and the other agreements governing our debt impose operating and financial restrictions on URNA, Parent and the guarantor subsidiaries, including limitations on the ability to make restricted payments, which include share repurchases and dividend payments. As of September 30, 2015 , the amount available for distribution under the most restrictive of these covenants was $ 298 . The Company’s total available capacity for making restricted payments includes the intercompany receivable balance of Parent. As of September 30, 2015 , the total available capacity for making restricted payments was $494 . The condensed consolidating financial information of Parent and its subsidiaries is as follows: CONDENSED CONSOLIDATING BALANCE SHEET September 30, 2015 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV ASSETS Cash and cash equivalents $ — $ 16 $ — $ 155 $ — $ — $ 171 Accounts receivable, net — 41 — 116 837 — 994 Intercompany receivable (payable) 196 22 (183 ) (143 ) — 108 — Inventory — 70 — 7 — — 77 Prepaid expenses and other assets — 48 1 9 — — 58 Deferred taxes — 125 — 1 — — 126 Total current assets 196 322 (182 ) 145 837 108 1,426 Rental equipment, net — 5,869 — 569 — — 6,438 Property and equipment, net 44 330 20 42 — — 436 Investments in subsidiaries 1,288 1,000 938 — — (3,226 ) — Goodwill — 3,000 — 257 — — 3,257 Other intangible assets, net — 880 — 68 — — 948 Other long-term assets — 93 — — — — 93 Total assets $ 1,528 $ 11,494 $ 776 $ 1,081 $ 837 $ (3,118 ) $ 12,598 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Short-term debt and current maturities of long-term debt $ 9 $ 36 $ — $ — $ 594 $ — $ 639 Accounts payable — 428 — 47 — — 475 Accrued expenses and other liabilities 1 366 14 22 — — 403 Total current liabilities 10 830 14 69 594 — 1,517 Long-term debt 3 7,752 113 8 — — 7,876 Deferred taxes 18 1,569 — 66 — — 1,653 Other long-term liabilities — 55 — — — — 55 Total liabilities 31 10,206 127 143 594 — 11,101 Total stockholders’ equity (deficit) 1,497 1,288 649 938 243 (3,118 ) 1,497 Total liabilities and stockholders’ equity (deficit) $ 1,528 $ 11,494 $ 776 $ 1,081 $ 837 $ (3,118 ) $ 12,598 CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2014 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV ASSETS Cash and cash equivalents $ — $ 8 $ — $ 150 $ — $ — $ 158 Accounts receivable, net — 37 — 144 759 — 940 Intercompany receivable (payable) 476 (428 ) (60 ) (109 ) — 121 — Inventory — 69 — 9 — — 78 Prepaid expenses and other assets — 113 1 8 — — 122 Deferred taxes — 246 — 2 — — 248 Total current assets 476 45 (59 ) 204 759 121 1,546 Rental equipment, net — 5,399 — 609 — — 6,008 Property and equipment, net 42 332 21 43 — — 438 Investments in subsidiaries 1,330 1,185 1,040 — — (3,555 ) — Goodwill — 3,000 — 272 — — 3,272 Other intangible assets, net — 1,014 — 92 — — 1,106 Other long-term assets 1 96 — — — — 97 Total assets $ 1,849 $ 11,071 $ 1,002 $ 1,220 $ 759 $ (3,434 ) $ 12,467 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Short-term debt and current maturities of long-term debt $ 32 $ 38 $ — $ — $ 548 $ — $ 618 Accounts payable — 248 — 37 — — 285 Accrued expenses and other liabilities — 499 19 57 — — 575 Total current liabilities 32 785 19 94 548 — 1,478 Long-term debt — 7,298 130 6 — — 7,434 Deferred taxes 19 1,594 — 79 — — 1,692 Other long-term liabilities — 64 — 1 — — 65 Total liabilities 51 9,741 149 180 548 — 10,669 Temporary equity 2 — — — — — 2 Total stockholders’ equity (deficit) 1,796 1,330 853 1,040 211 (3,434 ) 1,796 Total liabilities and stockholders’ equity (deficit) $ 1,849 $ 11,071 $ 1,002 $ 1,220 $ 759 $ (3,434 ) $ 12,467 CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended September 30, 2015 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Revenues: Equipment rentals $ — $ 1,200 $ — $ 126 $ — $ — $ 1,326 Sales of rental equipment — 124 — 17 — — 141 Sales of new equipment — 32 — 6 — — 38 Contractor supplies sales — 18 — 3 — — 21 Service and other revenues — 20 — 4 — — 24 Total revenues — 1,394 — 156 — — 1,550 Cost of revenues: Cost of equipment rentals, excluding depreciation — 421 — 49 — — 470 Depreciation of rental equipment — 225 — 24 — — 249 Cost of rental equipment sales — 75 — 10 — — 85 Cost of new equipment sales — 26 — 5 — — 31 Cost of contractor supplies sales — 12 — 3 — — 15 Cost of service and other revenues — 10 — — — — 10 Total cost of revenues — 769 — 91 — — 860 Gross profit — 625 — 65 — — 690 Selling, general and administrative expenses (10 ) 160 2 21 5 — 178 Non-rental depreciation and amortization 4 55 1 6 — — 66 Operating income (loss) 6 410 (3 ) 38 (5 ) — 446 Interest (income) expense, net (1 ) 106 1 — 2 (1 ) 107 Other (income) expense, net (1) (275 ) 273 (2 ) 30 (27 ) — (1 ) Income (loss) before provision (benefit) for income taxes 282 31 (2 ) 8 20 1 340 Provision (benefit) for income taxes 118 (2 ) — 2 7 — 125 Income (loss) before equity in net earnings (loss) of subsidiaries 164 33 (2 ) 6 13 1 215 Equity in net earnings (loss) of subsidiaries 51 18 6 — — (75 ) — Net income (loss) 215 51 4 6 13 (74 ) 215 Other comprehensive (loss) income (72 ) (72 ) (70 ) (56 ) — 198 (72 ) Comprehensive income (loss) $ 143 $ (21 ) $ (66 ) $ (50 ) $ 13 $ 124 $ 143 (1) Other (income) expense, net includes an adjustment to the amount of royalties Holdings receives from URNA and its subsidiaries as discussed below (see Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources- Relationship between Holdings and URNA). CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended September 30, 2014 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Revenues: Equipment rentals $ — $ 1,155 $ — $ 160 $ — $ — $ 1,315 Sales of rental equipment — 125 — 15 — — 140 Sales of new equipment — 35 — 7 — — 42 Contractor supplies sales — 20 — 3 — — 23 Service and other revenues — 20 — 4 — — 24 Total revenues — 1,355 — 189 — — 1,544 Cost of revenues: Cost of equipment rentals, excluding depreciation — 418 — 62 — — 480 Depreciation of rental equipment — 210 — 26 — — 236 Cost of rental equipment sales — 73 — 9 — — 82 Cost of new equipment sales — 27 — 6 — — 33 Cost of contractor supplies sales — 14 — 2 — — 16 Cost of service and other revenues — 8 — 1 — — 9 Total cost of revenues — 750 — 106 — — 856 Gross profit — 605 — 83 — — 688 Selling, general and administrative expenses 40 127 — 23 4 — 194 Merger related costs — 4 — — — — 4 Restructuring charge — (2 ) — — — — (2 ) Non-rental depreciation and amortization 4 58 1 7 — — 70 Operating (loss) income (44 ) 418 (1 ) 53 (4 ) — 422 Interest expense (income), net 3 122 — — 1 (2 ) 124 Other (income) expense, net (39 ) 54 (1 ) 6 (25 ) — (5 ) (Loss) income before provision for income taxes (8 ) 242 — 47 20 2 303 Provision for income taxes — 91 — 12 8 — 111 (Loss) income before equity in net earnings (loss) of subsidiaries (8 ) 151 — 35 12 2 192 Equity in net earnings (loss) of subsidiaries 200 49 35 — — (284 ) — Net income (loss) 192 200 35 35 12 (282 ) 192 Other comprehensive (loss) income (51 ) (51 ) (51 ) (40 ) — 142 (51 ) Comprehensive income (loss) $ 141 $ 149 $ (16 ) $ (5 ) $ 12 $ (140 ) $ 141 CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2015 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Revenues: Equipment rentals $ — $ 3,298 $ — $ 373 $ — $ — $ 3,671 Sales of rental equipment — 336 — 45 — — 381 Sales of new equipment — 95 — 15 — — 110 Contractor supplies sales — 52 — 8 — — 60 Service and other revenues — 61 — 11 — — 72 Total revenues — 3,842 — 452 — — 4,294 Cost of revenues: Cost of equipment rentals, excluding depreciation — 1,194 — 165 — — 1,359 Depreciation of rental equipment — 652 — 72 — — 724 Cost of rental equipment sales — 192 — 25 — — 217 Cost of new equipment sales — 79 — 12 — — 91 Cost of contractor supplies sales — 36 — 6 — — 42 Cost of service and other revenues — 25 — 4 — — 29 Total cost of revenues — 2,178 — 284 — — 2,462 Gross profit — 1,664 — 168 — — 1,832 Selling, general and administrative expenses (11 ) 464 2 59 20 — 534 Merger related costs — (26 ) — — — — (26 ) Restructuring charge — 1 — — — — 1 Non-rental depreciation and amortization 12 171 1 18 — — 202 Operating (loss) income (1 ) 1,054 (3 ) 91 (20 ) — 1,121 Interest (income) expense, net (2 ) 457 3 2 4 (4 ) 460 Other (income) expense, net (1) (348 ) 380 (1 ) 33 (74 ) — (10 ) Income (loss) before provision for income taxes 349 217 (5 ) 56 50 4 671 Provision for income taxes 149 69 — 18 19 — 255 Income (loss) before equity in net earnings (loss) of subsidiaries 200 148 (5 ) 38 31 4 416 Equity in net earnings (loss) of subsidiaries 216 68 38 — — (322 ) — Net income (loss) 416 216 33 38 31 (318 ) 416 Other comprehensive (loss) income (144 ) (144 ) (144 ) (114 ) — 402 (144 ) Comprehensive income (loss) $ 272 $ 72 $ (111 ) $ (76 ) $ 31 $ 84 $ 272 (1) Other (income) expense, net includes an adjustment to the amount of royalties Holdings receives from URNA and its subsidiaries as discussed below (see Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources- Relationship between Holdings and URNA). CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2014 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Revenues: Equipment rentals $ — $ 3,069 $ — $ 430 $ — $ — $ 3,499 Sales of rental equipment — 347 — 41 — — 388 Sales of new equipment — 87 — 18 — — 105 Contractor supplies sales — 54 — 10 — — 64 Service and other revenues — 52 — 13 — — 65 Total revenues — 3,609 — 512 — — 4,121 Cost of revenues: Cost of equipment rentals, excluding depreciation — 1,155 — 181 — — 1,336 Depreciation of rental equipment — 606 — 76 — — 682 Cost of rental equipment sales — 203 — 24 — — 227 Cost of new equipment sales — 70 — 14 — — 84 Cost of contractor supplies sales — 37 — 7 — — 44 Cost of service and other revenues — 18 — 5 — — 23 Total cost of revenues — 2,089 — 307 — — 2,396 Gross profit — 1,520 — 205 — — 1,725 Selling, general and administrative expenses 59 421 2 66 1 — 549 Merger related costs — 13 — — — — 13 Restructuring charge — (2 ) — — — — (2 ) Non-rental depreciation and amortization 13 167 1 19 — — 200 Operating (loss) income (72 ) 921 (3 ) 120 (1 ) — 965 Interest expense (income), net 10 422 3 3 3 (5 ) 436 Other (income) expense, net (108 ) 152 (2 ) 13 (65 ) — (10 ) Income (loss) before provision for income taxes 26 347 (4 ) 104 61 5 539 Provision for income taxes 1 141 — 27 24 — 193 Income (loss) before equity in net earnings (loss) of subsidiaries 25 206 (4 ) 77 37 5 346 Equity in net earnings (loss) of subsidiaries 321 115 77 — — (513 ) — Net income (loss) 346 321 73 77 37 (508 ) 346 Other comprehensive (loss) income (54 ) (54 ) (53 ) (42 ) — 149 (54 ) Comprehensive income (loss) $ 292 $ 267 $ 20 $ 35 $ 37 $ (359 ) $ 292 CONDENSED CONSOLIDATING CASH FLOW INFORMATION For the Nine Months Ended September 30, 2015 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Net cash provided by (used in) operating activities $ 9 $ 1,440 $ (2 ) $ 157 $ (47 ) $ — $ 1,557 Net cash used in investing activities (9 ) (1,062 ) — (121 ) — — (1,192 ) Net cash (used in) provided by financing activities — (370 ) 2 (7 ) 47 — (328 ) Effect of foreign exchange rates — — — (24 ) — — (24 ) Net increase in cash and cash equivalents — 8 — 5 — — 13 Cash and cash equivalents at beginning of period — 8 — 150 — — 158 Cash and cash equivalents at end of period $ — $ 16 $ — $ 155 $ — $ — $ 171 CONDENSED CONSOLIDATING CASH FLOW INFORMATION For the Nine Months Ended September 30, 2014 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Net cash provided by (used in) operating activities $ 11 $ 1,369 $ 3 $ 180 $ (97 ) $ — $ 1,466 Net cash used in investing activities (11 ) (1,696 ) — (199 ) — — (1,906 ) Net cash provided by (used in) financing activities — 349 (3 ) (2 ) 97 — 441 Effect of foreign exchange rates — — — (8 ) — — (8 ) Net increase (decrease) in cash and cash equivalents — 22 — (29 ) — — (7 ) Cash and cash equivalents at beginning of period — 17 — 158 — — 175 Cash and cash equivalents at end of period $ — $ 39 $ — $ 129 $ — $ — $ 168 |
Organization, Description of 20
Organization, Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements Revenue from Contracts with Customers . In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance to clarify the principles for recognizing revenue. This guidance includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB has agreed to a one-year deferral of the original effective date of this guidance and as a result it will be effective for fiscal years and interim periods beginning after December 15, 2017. The FASB's update allows entities to apply the new guidance as of the original effective date (for fiscal years and interim periods beginning after December 15, 2016). We expect to adopt this guidance when effective, and the impact on our financial statements is not currently estimable. Interest—Imputation of Interest . In April 2015, the FASB issued guidance on the presentation of debt issuance costs. This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This guidance is effective for fiscal years and interim periods beginning after December 15, 2015, and requires retrospective application. Early adoption is permitted, and we plan to adopt this guidance during the fourth quarter of 2015. We do not expect this guidance to have a significant impact on our financial statements, although it will change the financial statement classification of our debt issuance costs. As of September 30, 2015 , $86 of net debt issuance costs were included in total assets in our condensed consolidated balance sheet. Under the new guidance, the net debt issuance costs would reduce the total debt shown on our balance sheet. Inventory . In July 2015, the FASB issued guidance that requires an entity to measure inventory at the lower of cost or net realizable value. Current GAAP requires that an entity measure inventory at the lower of cost or market, and market under current GAAP could be replacement cost, net realizable value, or net realizable value less a normal profit margin. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016, and requires prospective application. Early adoption is permitted. We expect to adopt this guidance when effective, and do not expect this guidance to have a significant impact on our financial statements. Business Combinations . In September 2015, the FASB issued guidance to simplify the accounting for adjustments made during the measurement period to provisional amounts recognized in a business combination. This guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the period in which the adjustment amount is determined. The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition the acquirer is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This guidance is effective for fiscal years and interim periods beginning after December 15, 2015, and requires prospective application. Early adoption is permitted. We expect to adopt this guidance when effective, and do not expect this guidance to have a significant impact on our financial statements. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of business acquisitions purchase consideration | The acquisition date fair value of the consideration transferred consisted of the following: Cash consideration (1) $ 773 Contingent consideration (2) 76 Total purchase consideration (3) $ 849 (1) Includes a ‘hold back’ of $ 58 that was paid in April 2015. (2) Reflects the acquisition date fair value of the contingent consideration that was paid in June 2015 as discussed in note 6 to our condensed consolidated financial statements. (3) Total purchase consideration excludes $ 15 of stock which was issued in connection with the acquisition and will be treated as compensation for book purposes but primarily represents deductible goodwill for income tax purposes. |
Schedule of assets acquired and liabilities assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date: Accounts receivable, net of allowance for doubtful accounts (1) $ 44 Inventory 19 Deferred taxes 6 Rental equipment 172 Property and equipment 10 Intangibles (2) 289 Other assets 1 Total identifiable assets acquired 541 Current liabilities (25 ) Total liabilities assumed (25 ) Net identifiable assets acquired 516 Goodwill (3) 333 Net assets acquired $ 849 (1) The fair value of accounts receivables acquired was $44 , and the gross contractual amount was $47 . We estimated that $3 would be uncollectible. (2) The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified based on our purchase accounting assessments: Fair value Life (years) Customer relationships $ 274 10 Non-compete agreements 15 6 Total $ 289 (3) $321 of the goodwill was assigned to our trench, power and pump segment and $12 of the goodwill was assigned to our general rentals segment. The level of goodwill that resulted from the acquisition is primarily reflective of National Pump's going-concern value, the value of National Pump's assembled workforce, new customer relationships expected to arise from the acquisition, and operational synergies that we expect to achieve that would not be available to other market participants. $325 of goodwill is expected to be deductible for income tax purposes. The amount of goodwill that is expected to be deductible for income tax purposes declined during the nine months ended September 30, 2015 due to a decline in the fair value of the contingent cash consideration component of the National Pump purchase price due to lower than expected financial performance compared to agreed upon financial targets, as discussed in note 6 to our condensed consolidated financial statements. |
Schedule of intangible assets acquired | The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified based on our purchase accounting assessments: Fair value Life (years) Customer relationships $ 274 10 Non-compete agreements 15 6 Total $ 289 |
Summary of business acquisition, pro forma information | The table below presents unaudited pro forma consolidated income statement information as if National Pump had been included in our consolidated results for the entire periods reflected: Three Months Ended Nine Months Ended September 30, September 30, 2014 2014 United Rentals historic revenues $ 1,544 $ 4,121 National Pump historic revenues — 62 Pro forma revenues 1,544 4,183 United Rentals historic pretax income 303 539 National Pump historic pretax income — 20 Combined pretax income 303 559 Pro forma adjustments to combined pretax income: Impact of fair value mark-ups/useful life changes on depreciation (1) — (1 ) Intangible asset amortization (2) (1 ) (12 ) Interest expense (3) (4 ) 58 Elimination of merger costs (4) (1 ) 8 Pro forma pretax income $ 297 $ 612 (1) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the National Pump acquisition. The useful lives assigned to such equipment did not change significantly from the lives historically used by National Pump. (2) The intangible assets acquired in the National Pump acquisition were amortized. (3) In connection with the National Pump acquisition, URNA issued $ 525 principal amount of 6 1 / 8 percent Senior Notes (as an add on to our existing 6 1 / 8 percent Senior Notes) and $ 850 principal amount of 5 3 / 4 percent Senior Notes, and all our outstanding 9 1 / 4 percent Senior Notes were redeemed. Interest expense was adjusted to reflect these changes in our debt portfolio. For the pro forma presentation, the $ 64 loss recognized upon redemption of the 9 1 / 4 percent Senior Notes was removed from the nine months ended September 30, 2014 as the loss was assumed to have been recognized prior to the pro forma acquisition date. (4) Merger related costs, primarily comprised of financial and legal advisory fees, associated with the National Pump acquisition were eliminated as they were assumed to have been recognized prior to the pro forma acquisition date. For the three and nine months ended September 30, 2015 and 2014 National Pump revenue and pretax income (loss) included in our condensed consolidated financial statements were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue $ 59 $ 73 $ 170 $ 140 Pretax income (loss) (1) 2 16 (2 ) 30 (1) Pretax income (loss) excludes merger related costs which are not allocated to our segments. Pretax income (loss) for the three and nine months ended September 30, 2015 reflects volume and pricing pressure associated with upstream oil and gas customers, and the amortization of the intangible assets acquired in the National Pump acquisition. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Financial information by segment | The following tables set forth financial information by segment. General rentals Trench, power and pump Total Three Months Ended September 30, 2015 Equipment rentals $ 1,120 $ 206 $ 1,326 Sales of rental equipment 132 9 141 Sales of new equipment 33 5 38 Contractor supplies sales 18 3 21 Service and other revenues 23 1 24 Total revenue 1,326 224 1,550 Depreciation and amortization expense 272 43 315 Equipment rentals gross profit 500 107 607 Three Months Ended September 30, 2014 Equipment rentals $ 1,127 $ 188 $ 1,315 Sales of rental equipment 133 7 140 Sales of new equipment 31 11 42 Contractor supplies sales 19 4 23 Service and other revenues 21 3 24 Total revenue 1,331 213 1,544 Depreciation and amortization expense 267 39 306 Equipment rentals gross profit 496 103 599 Nine Months Ended September 30, 2015 Equipment rentals $ 3,144 $ 527 $ 3,671 Sales of rental equipment 356 25 381 Sales of new equipment 94 16 110 Contractor supplies sales 51 9 60 Service and other revenues 65 7 72 Total revenue 3,710 584 4,294 Depreciation and amortization expense 798 128 926 Equipment rentals gross profit 1,339 249 1,588 Capital expenditures 1,325 176 1,501 Nine Months Ended September 30, 2014 Equipment rentals $ 3,079 $ 420 $ 3,499 Sales of rental equipment 371 17 388 Sales of new equipment 80 25 105 Contractor supplies sales 55 9 64 Service and other revenues 55 10 65 Total revenue 3,640 481 4,121 Depreciation and amortization expense 789 93 882 Equipment rentals gross profit 1,266 215 1,481 Capital expenditures 1,391 177 1,568 September 30, December 31, Total reportable segment assets General rentals $ 11,019 $ 10,935 Trench, power and pump 1,579 1,532 Total assets $ 12,598 $ 12,467 |
Reconciliation to equipment rentals gross profit | Equipment rentals gross profit is the primary measure management reviews to make operating decisions and assess segment performance. The following is a reconciliation of equipment rentals gross profit to income before provision for income taxes: Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Total equipment rentals gross profit $ 607 $ 599 $ 1,588 $ 1,481 Gross profit from other lines of business 83 89 244 244 Selling, general and administrative expenses (178 ) (194 ) (534 ) (549 ) Merger related costs — (4 ) 26 (13 ) Restructuring charge — 2 (1 ) 2 Non-rental depreciation and amortization (66 ) (70 ) (202 ) (200 ) Interest expense, net (107 ) (124 ) (460 ) (436 ) Other income, net 1 5 10 10 Income before provision for income taxes $ 340 $ 303 $ 671 $ 539 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring reserve by type of cost | The table below provides certain information concerning our restructuring charges for the nine months ended September 30, 2015 : Reserve Balance at Charged to Payments Reserve Balance at Description December 31, 2014 September 30, 2015 Closed Restructuring Program Branch closure charges $ 9 $ 1 $ (3 ) $ 7 Severance costs — — — — Total $ 9 $ 1 $ (3 ) $ 7 RSC Merger Related Restructuring Program Branch closure charges $ 11 $ — $ (4 ) $ 7 Severance costs — — — — Total $ 11 $ — $ (4 ) $ 7 Total Branch closure charges $ 20 $ 1 $ (7 ) $ 14 Severance costs — — — — Total $ 20 $ 1 $ (7 ) $ 14 _________________ (1) Reflected in our condensed consolidated statements of income as “Restructuring charge.” These charges are not allocated to our reportable segments. |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Effect of derivatives on consolidated statements of income | The effect of our derivative instruments on our condensed consolidated statements of income for the three and nine months ended September 30, 2015 and 2014 was as follows: Three Months Ended September 30, 2015 Three Months Ended September 30, 2014 Location of income (expense) recognized on derivative/hedged item Amount of income (expense) recognized on derivative Amount of income (expense) recognized on hedged item Amount of income (expense) recognized on derivative Amount of income (expense) recognized on hedged item Derivatives designated as hedging instruments: Fixed price diesel swaps Other income (expense), net (1) $ * $ * Cost of equipment rentals, excluding depreciation (2), (3) (2 ) $ (7 ) * $ (10 ) Derivatives not designated as hedging instruments: Foreign currency forward contracts (4) Other income (expense), net (5 ) 5 (3 ) 3 Nine Months Ended September 30, 2015 Nine Months Ended September 30, 2014 Location of income (expense) recognized on derivative/hedged item Amount of income (expense) recognized on derivative Amount of income (expense) recognized on hedged item Amount of income (expense) recognized on derivative Amount of income (expense) recognized on hedged item Derivatives designated as hedging instruments: Fixed price diesel swaps Other income (expense), net (1) $ * $ * Cost of equipment rentals, excluding depreciation (2), (3) (5 ) $ (23 ) * $ (32 ) Derivatives not designated as hedging instruments: Foreign currency forward contracts (4) Other income (expense), net (5 ) 5 (3 ) 3 * Amounts are insignificant (less than $1 ). (1) Represents the ineffective portion of the fixed price diesel swaps. (2) Amounts recognized on derivative represent the effective portion of the fixed price diesel swaps. (3) Amounts recognized on hedged item reflect the use of 2.8 million and 2.6 million gallons of diesel covered by the fixed price swaps during the three months ended September 30, 2015 and 2014 , respectively, and the use of 8.2 million gallons of diesel covered by the fixed price swaps during the nine months ended September 30, 2015 and 2014 . These amounts are reflected, net of cash received from, or paid to, the counterparties to the fixed price swaps, in operating cash flows in our condensed consolidated statement of cash flows. (4) Insignificant amounts were reflected in our condensed consolidated statement of cash flows associated with the forward contracts to purchase Canadian dollars, as the cash impact of the gains/losses recognized on the derivatives were offset by the gains/losses recognized on the hedged items. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair value of financial instruments | The estimated fair values of our financial instruments as of September 30, 2015 and December 31, 2014 have been calculated based upon available market information, and are presented below by level in the fair value hierarchy: September 30, 2015 December 31, 2014 Carrying Amount Fair Value Carrying Amount Fair Value Level 1: Senior and senior subordinated notes $ 5,989 $ 5,949 $ 6,063 $ 6,390 Level 2: 4 percent Convertible Senior Notes (1) 8 8 32 33 ___________________ (1) The fair value of the 4 percent Convertible Senior Notes is based on the market value of comparable notes. Consistent with the carrying amount, the fair value excludes the equity component of the notes. To exclude the equity component and calculate the fair value, we used an effective interest rate of 7.3 percent. As discussed below (see Item 3- Quantitative and Qualitative Disclosures about Market Risk), the total cost to settle the notes based on the closing price of our common stock on September 30, 2015 would be $41 . |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | Debt consists of the following: September 30, 2015 December 31, 2014 URNA and subsidiaries debt: Accounts Receivable Securitization Facility (1) $ 594 $ 548 $2.5 billion ABL Facility (2) 1,829 1,304 5 3 / 4 percent Senior Secured Notes (3) — 750 7 3 / 8 percent Senior Notes 750 750 8 3 / 8 percent Senior Subordinated Notes (3) — 750 8 1 / 4 percent Senior Notes (4) 315 687 7 5 / 8 percent Senior Notes 1,325 1,325 6 1 / 8 percent Senior Notes 949 951 4 5 / 8 percent Senior Secured Notes (5) 1,000 — 5 3 / 4 percent Senior Notes 850 850 5 1 / 2 percent Senior Notes (6) 800 — Capital leases 95 105 Total URNA and subsidiaries debt 8,507 8,020 Holdings: 4 percent Convertible Senior Notes (7) 8 32 Total debt 8,515 8,052 Less short-term portion (8) (639 ) (618 ) Total long-term debt $ 7,876 $ 7,434 ___________________ (1) In September 2015, the accounts receivable securitization facility was amended, primarily to increase the facility size and to extend the maturity date which may be further extended on a 364 -day basis by mutual agreement with the purchasers under the accounts receivable securitization facility. The size of the facility was increased to $ 625 . The amended facility expires on August 30, 2016. At September 30, 2015 , $21 was available under our accounts receivable securitization facility. The interest rate applicable to the accounts receivable securitization facility was 0.8 percent at September 30, 2015 . During the nine months ended September 30, 2015 , the monthly average amount outstanding under the accounts receivable securitization facility was $490 , and the weighted-average interest rate thereon was 0.8 percent . The maximum month-end amount outstanding under the accounts receivable securitization facility during the nine months ended September 30, 2015 was $594 . Borrowings under the accounts receivable securitization facility are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves, exceeds the outstanding loans. As of September 30, 2015 , there were $ 614 of receivables, net of applicable reserves, in the collateral pool. (2) At September 30, 2015 , $622 was available under our ABL facility, net of $49 of letters of credit. The interest rate applicable to the ABL facility was 1.8 percent at September 30, 2015 . During the nine months ended September 30, 2015 , the monthly average amount outstanding under the ABL facility was $1.4 billion, and the weighted-average interest rate thereon was 1.9 percent . The maximum month-end amount outstanding under the ABL facility during the nine months ended September 30, 2015 was $1.8 billion . In March 2015, the ABL facility was amended, primarily to increase the facility size and to extend the maturity date. The size of the facility was increased to $2.5 billion . All amounts borrowed under the ABL facility must be repaid on or before March 2020. (3) In April 2015, we redeemed all of our 5 3 / 4 percent Senior Secured Notes and 8 3 / 8 percent Senior Subordinated Notes. Upon redemption, we recognized an aggregate loss of $ 106 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the notes. (4) In April 2015, we redeemed $ 350 principal amount of our 8 1 / 4 percent Senior Notes. Upon redemption, we recognized a loss of $ 15 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the redeemed notes. (5) In March 2015, URNA issued $ 1.0 billion aggregate principal amount of 4 5 / 8 percent Senior Secured Notes (the “4 5 / 8 percent Notes”) which are due July 15, 2023. The net proceeds from issuance were approximately $ 990 (after deducting offering expenses). The 4 5 / 8 percent Notes are guaranteed by Holdings and certain domestic subsidiaries of URNA and are secured on a second-priority basis by liens on substantially all of URNA’s and the guarantors’ assets that secure the ABL facility, subject to certain exceptions. The 4 5 / 8 percent Notes may be redeemed on or after July 15, 2018 , at specified redemption prices that range from 103.469 percent in 2018 , to 100 percent in 2021 and thereafter, plus accrued and unpaid interest, if any. The indenture governing the 4 5 / 8 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) liens; (ii) additional indebtedness; (iii) mergers, consolidations and acquisitions; (iv) sales, transfers and other dispositions of assets; (v) loans and other investments; (vi) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (vii) restrictions affecting subsidiaries; (viii) transactions with affiliates; and (ix) designations of unrestricted subsidiaries, as well as a requirement to timely file periodic reports with the SEC. The indenture also includes covenants relating to the grant of and maintenance of liens for the benefit of the notes collateral agent. Each of the restrictive covenants is subject to important exceptions and qualifications that would allow URNA and its subsidiaries to engage in these activities under certain conditions. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then-outstanding 4 5 / 8 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon. (6) In March 2015, URNA issued $ 800 aggregate principal amount of 5 1 / 2 percent Senior Notes (the “5 1 / 2 percent Notes”) which are due July 15, 2025. The net proceeds from the issuance were approximately $ 792 (after deducting offering expenses). The 5 1 / 2 percent Notes are unsecured and are guaranteed by Holdings and certain domestic subsidiaries of URNA. The 5 1 / 2 percent Notes may be redeemed on or after July 15, 2020 , at specified redemption prices that range from 102.75 percent in 2020 , to 100 percent in 2023 and thereafter, plus accrued and unpaid interest, if any. The indenture governing the 5 1 / 2 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) liens; (ii) additional indebtedness; (iii) mergers, consolidations and acquisitions; (iv) sales, transfers and other dispositions of assets; (v) loans and other investments; (vi) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (vii) restrictions affecting subsidiaries; (viii) transactions with affiliates; and (ix) designations of unrestricted subsidiaries, as well as a requirement to timely file periodic reports with the SEC. Each of the restrictive covenants is subject to important exceptions and qualifications that would allow URNA and its subsidiaries to engage in these activities under certain conditions. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then-outstanding 5 1 / 2 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon. (7) During the nine months ended September 30, 2015 , $ 26 of our 4 percent Convertible Senior Notes were redeemed. We recognized a loss of approximately $ 1 in interest expense, net upon redemption. The loss represented the difference between the net carrying amount and the fair value of the debt component of the notes. The 4 percent Convertible Senior Notes are due November 15, 2015. (8) As of September 30, 2015 , our short-term debt primarily reflects $ 594 of borrowings under our accounts receivable securitization facility. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share | The following table sets forth the computation of basic and diluted earnings per share (shares in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Numerator: Net income available to common stockholders $ 215 $ 192 416 346 Denominator: Denominator for basic earnings per share—weighted-average common shares 94,213 98,485 95,992 96,916 Effect of dilutive securities: Employee stock options and warrants 291 376 311 407 4 percent Convertible Senior Notes 574 4,748 786 7,606 Restricted stock units 113 467 196 465 Denominator for diluted earnings per share—adjusted weighted-average common shares 95,191 104,076 97,285 105,394 Basic earnings per share $ 2.28 $ 1.95 $ 4.33 $ 3.57 Diluted earnings per share $ 2.25 $ 1.84 $ 4.27 $ 3.29 |
Condensed Consolidating Finan28
Condensed Consolidating Financial Information of Guarantor Subsidiaries (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Condensed Financial Information [Abstract] | |
CONDENSED CONSOLIDATING BALANCE SHEET | The condensed consolidating financial information of Parent and its subsidiaries is as follows: CONDENSED CONSOLIDATING BALANCE SHEET September 30, 2015 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV ASSETS Cash and cash equivalents $ — $ 16 $ — $ 155 $ — $ — $ 171 Accounts receivable, net — 41 — 116 837 — 994 Intercompany receivable (payable) 196 22 (183 ) (143 ) — 108 — Inventory — 70 — 7 — — 77 Prepaid expenses and other assets — 48 1 9 — — 58 Deferred taxes — 125 — 1 — — 126 Total current assets 196 322 (182 ) 145 837 108 1,426 Rental equipment, net — 5,869 — 569 — — 6,438 Property and equipment, net 44 330 20 42 — — 436 Investments in subsidiaries 1,288 1,000 938 — — (3,226 ) — Goodwill — 3,000 — 257 — — 3,257 Other intangible assets, net — 880 — 68 — — 948 Other long-term assets — 93 — — — — 93 Total assets $ 1,528 $ 11,494 $ 776 $ 1,081 $ 837 $ (3,118 ) $ 12,598 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Short-term debt and current maturities of long-term debt $ 9 $ 36 $ — $ — $ 594 $ — $ 639 Accounts payable — 428 — 47 — — 475 Accrued expenses and other liabilities 1 366 14 22 — — 403 Total current liabilities 10 830 14 69 594 — 1,517 Long-term debt 3 7,752 113 8 — — 7,876 Deferred taxes 18 1,569 — 66 — — 1,653 Other long-term liabilities — 55 — — — — 55 Total liabilities 31 10,206 127 143 594 — 11,101 Total stockholders’ equity (deficit) 1,497 1,288 649 938 243 (3,118 ) 1,497 Total liabilities and stockholders’ equity (deficit) $ 1,528 $ 11,494 $ 776 $ 1,081 $ 837 $ (3,118 ) $ 12,598 CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2014 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV ASSETS Cash and cash equivalents $ — $ 8 $ — $ 150 $ — $ — $ 158 Accounts receivable, net — 37 — 144 759 — 940 Intercompany receivable (payable) 476 (428 ) (60 ) (109 ) — 121 — Inventory — 69 — 9 — — 78 Prepaid expenses and other assets — 113 1 8 — — 122 Deferred taxes — 246 — 2 — — 248 Total current assets 476 45 (59 ) 204 759 121 1,546 Rental equipment, net — 5,399 — 609 — — 6,008 Property and equipment, net 42 332 21 43 — — 438 Investments in subsidiaries 1,330 1,185 1,040 — — (3,555 ) — Goodwill — 3,000 — 272 — — 3,272 Other intangible assets, net — 1,014 — 92 — — 1,106 Other long-term assets 1 96 — — — — 97 Total assets $ 1,849 $ 11,071 $ 1,002 $ 1,220 $ 759 $ (3,434 ) $ 12,467 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Short-term debt and current maturities of long-term debt $ 32 $ 38 $ — $ — $ 548 $ — $ 618 Accounts payable — 248 — 37 — — 285 Accrued expenses and other liabilities — 499 19 57 — — 575 Total current liabilities 32 785 19 94 548 — 1,478 Long-term debt — 7,298 130 6 — — 7,434 Deferred taxes 19 1,594 — 79 — — 1,692 Other long-term liabilities — 64 — 1 — — 65 Total liabilities 51 9,741 149 180 548 — 10,669 Temporary equity 2 — — — — — 2 Total stockholders’ equity (deficit) 1,796 1,330 853 1,040 211 (3,434 ) 1,796 Total liabilities and stockholders’ equity (deficit) $ 1,849 $ 11,071 $ 1,002 $ 1,220 $ 759 $ (3,434 ) $ 12,467 |
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME | CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended September 30, 2015 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Revenues: Equipment rentals $ — $ 1,200 $ — $ 126 $ — $ — $ 1,326 Sales of rental equipment — 124 — 17 — — 141 Sales of new equipment — 32 — 6 — — 38 Contractor supplies sales — 18 — 3 — — 21 Service and other revenues — 20 — 4 — — 24 Total revenues — 1,394 — 156 — — 1,550 Cost of revenues: Cost of equipment rentals, excluding depreciation — 421 — 49 — — 470 Depreciation of rental equipment — 225 — 24 — — 249 Cost of rental equipment sales — 75 — 10 — — 85 Cost of new equipment sales — 26 — 5 — — 31 Cost of contractor supplies sales — 12 — 3 — — 15 Cost of service and other revenues — 10 — — — — 10 Total cost of revenues — 769 — 91 — — 860 Gross profit — 625 — 65 — — 690 Selling, general and administrative expenses (10 ) 160 2 21 5 — 178 Non-rental depreciation and amortization 4 55 1 6 — — 66 Operating income (loss) 6 410 (3 ) 38 (5 ) — 446 Interest (income) expense, net (1 ) 106 1 — 2 (1 ) 107 Other (income) expense, net (1) (275 ) 273 (2 ) 30 (27 ) — (1 ) Income (loss) before provision (benefit) for income taxes 282 31 (2 ) 8 20 1 340 Provision (benefit) for income taxes 118 (2 ) — 2 7 — 125 Income (loss) before equity in net earnings (loss) of subsidiaries 164 33 (2 ) 6 13 1 215 Equity in net earnings (loss) of subsidiaries 51 18 6 — — (75 ) — Net income (loss) 215 51 4 6 13 (74 ) 215 Other comprehensive (loss) income (72 ) (72 ) (70 ) (56 ) — 198 (72 ) Comprehensive income (loss) $ 143 $ (21 ) $ (66 ) $ (50 ) $ 13 $ 124 $ 143 (1) Other (income) expense, net includes an adjustment to the amount of royalties Holdings receives from URNA and its subsidiaries as discussed below (see Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources- Relationship between Holdings and URNA). CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended September 30, 2014 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Revenues: Equipment rentals $ — $ 1,155 $ — $ 160 $ — $ — $ 1,315 Sales of rental equipment — 125 — 15 — — 140 Sales of new equipment — 35 — 7 — — 42 Contractor supplies sales — 20 — 3 — — 23 Service and other revenues — 20 — 4 — — 24 Total revenues — 1,355 — 189 — — 1,544 Cost of revenues: Cost of equipment rentals, excluding depreciation — 418 — 62 — — 480 Depreciation of rental equipment — 210 — 26 — — 236 Cost of rental equipment sales — 73 — 9 — — 82 Cost of new equipment sales — 27 — 6 — — 33 Cost of contractor supplies sales — 14 — 2 — — 16 Cost of service and other revenues — 8 — 1 — — 9 Total cost of revenues — 750 — 106 — — 856 Gross profit — 605 — 83 — — 688 Selling, general and administrative expenses 40 127 — 23 4 — 194 Merger related costs — 4 — — — — 4 Restructuring charge — (2 ) — — — — (2 ) Non-rental depreciation and amortization 4 58 1 7 — — 70 Operating (loss) income (44 ) 418 (1 ) 53 (4 ) — 422 Interest expense (income), net 3 122 — — 1 (2 ) 124 Other (income) expense, net (39 ) 54 (1 ) 6 (25 ) — (5 ) (Loss) income before provision for income taxes (8 ) 242 — 47 20 2 303 Provision for income taxes — 91 — 12 8 — 111 (Loss) income before equity in net earnings (loss) of subsidiaries (8 ) 151 — 35 12 2 192 Equity in net earnings (loss) of subsidiaries 200 49 35 — — (284 ) — Net income (loss) 192 200 35 35 12 (282 ) 192 Other comprehensive (loss) income (51 ) (51 ) (51 ) (40 ) — 142 (51 ) Comprehensive income (loss) $ 141 $ 149 $ (16 ) $ (5 ) $ 12 $ (140 ) $ 141 CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2015 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Revenues: Equipment rentals $ — $ 3,298 $ — $ 373 $ — $ — $ 3,671 Sales of rental equipment — 336 — 45 — — 381 Sales of new equipment — 95 — 15 — — 110 Contractor supplies sales — 52 — 8 — — 60 Service and other revenues — 61 — 11 — — 72 Total revenues — 3,842 — 452 — — 4,294 Cost of revenues: Cost of equipment rentals, excluding depreciation — 1,194 — 165 — — 1,359 Depreciation of rental equipment — 652 — 72 — — 724 Cost of rental equipment sales — 192 — 25 — — 217 Cost of new equipment sales — 79 — 12 — — 91 Cost of contractor supplies sales — 36 — 6 — — 42 Cost of service and other revenues — 25 — 4 — — 29 Total cost of revenues — 2,178 — 284 — — 2,462 Gross profit — 1,664 — 168 — — 1,832 Selling, general and administrative expenses (11 ) 464 2 59 20 — 534 Merger related costs — (26 ) — — — — (26 ) Restructuring charge — 1 — — — — 1 Non-rental depreciation and amortization 12 171 1 18 — — 202 Operating (loss) income (1 ) 1,054 (3 ) 91 (20 ) — 1,121 Interest (income) expense, net (2 ) 457 3 2 4 (4 ) 460 Other (income) expense, net (1) (348 ) 380 (1 ) 33 (74 ) — (10 ) Income (loss) before provision for income taxes 349 217 (5 ) 56 50 4 671 Provision for income taxes 149 69 — 18 19 — 255 Income (loss) before equity in net earnings (loss) of subsidiaries 200 148 (5 ) 38 31 4 416 Equity in net earnings (loss) of subsidiaries 216 68 38 — — (322 ) — Net income (loss) 416 216 33 38 31 (318 ) 416 Other comprehensive (loss) income (144 ) (144 ) (144 ) (114 ) — 402 (144 ) Comprehensive income (loss) $ 272 $ 72 $ (111 ) $ (76 ) $ 31 $ 84 $ 272 (1) Other (income) expense, net includes an adjustment to the amount of royalties Holdings receives from URNA and its subsidiaries as discussed below (see Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources- Relationship between Holdings and URNA). CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME For the Nine Months Ended September 30, 2014 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Revenues: Equipment rentals $ — $ 3,069 $ — $ 430 $ — $ — $ 3,499 Sales of rental equipment — 347 — 41 — — 388 Sales of new equipment — 87 — 18 — — 105 Contractor supplies sales — 54 — 10 — — 64 Service and other revenues — 52 — 13 — — 65 Total revenues — 3,609 — 512 — — 4,121 Cost of revenues: Cost of equipment rentals, excluding depreciation — 1,155 — 181 — — 1,336 Depreciation of rental equipment — 606 — 76 — — 682 Cost of rental equipment sales — 203 — 24 — — 227 Cost of new equipment sales — 70 — 14 — — 84 Cost of contractor supplies sales — 37 — 7 — — 44 Cost of service and other revenues — 18 — 5 — — 23 Total cost of revenues — 2,089 — 307 — — 2,396 Gross profit — 1,520 — 205 — — 1,725 Selling, general and administrative expenses 59 421 2 66 1 — 549 Merger related costs — 13 — — — — 13 Restructuring charge — (2 ) — — — — (2 ) Non-rental depreciation and amortization 13 167 1 19 — — 200 Operating (loss) income (72 ) 921 (3 ) 120 (1 ) — 965 Interest expense (income), net 10 422 3 3 3 (5 ) 436 Other (income) expense, net (108 ) 152 (2 ) 13 (65 ) — (10 ) Income (loss) before provision for income taxes 26 347 (4 ) 104 61 5 539 Provision for income taxes 1 141 — 27 24 — 193 Income (loss) before equity in net earnings (loss) of subsidiaries 25 206 (4 ) 77 37 5 346 Equity in net earnings (loss) of subsidiaries 321 115 77 — — (513 ) — Net income (loss) 346 321 73 77 37 (508 ) 346 Other comprehensive (loss) income (54 ) (54 ) (53 ) (42 ) — 149 (54 ) Comprehensive income (loss) $ 292 $ 267 $ 20 $ 35 $ 37 $ (359 ) $ 292 |
CONDENSED CONSOLIDATING CASH FLOW INFORMATION | CONDENSED CONSOLIDATING CASH FLOW INFORMATION For the Nine Months Ended September 30, 2015 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Net cash provided by (used in) operating activities $ 9 $ 1,440 $ (2 ) $ 157 $ (47 ) $ — $ 1,557 Net cash used in investing activities (9 ) (1,062 ) — (121 ) — — (1,192 ) Net cash (used in) provided by financing activities — (370 ) 2 (7 ) 47 — (328 ) Effect of foreign exchange rates — — — (24 ) — — (24 ) Net increase in cash and cash equivalents — 8 — 5 — — 13 Cash and cash equivalents at beginning of period — 8 — 150 — — 158 Cash and cash equivalents at end of period $ — $ 16 $ — $ 155 $ — $ — $ 171 CONDENSED CONSOLIDATING CASH FLOW INFORMATION For the Nine Months Ended September 30, 2014 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Net cash provided by (used in) operating activities $ 11 $ 1,369 $ 3 $ 180 $ (97 ) $ — $ 1,466 Net cash used in investing activities (11 ) (1,696 ) — (199 ) — — (1,906 ) Net cash provided by (used in) financing activities — 349 (3 ) (2 ) 97 — 441 Effect of foreign exchange rates — — — (8 ) — — (8 ) Net increase (decrease) in cash and cash equivalents — 22 — (29 ) — — (7 ) Cash and cash equivalents at beginning of period — 17 — 158 — — 175 Cash and cash equivalents at end of period $ — $ 39 $ — $ 129 $ — $ — $ 168 |
Organization, Description of 29
Organization, Description of Business and Basis of Presentation (Details) $ in Millions | Sep. 30, 2015USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Debt issuance costs, net | $ 86 |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) $ in Millions | 1 Months Ended | 9 Months Ended |
Apr. 30, 2014USD ($)entitylocation | Sep. 30, 2015USD ($) | |
Business Acquisition [Line Items] | ||
Number of entities acquired | entity | 4 | |
National Pump | ||
Business Acquisition [Line Items] | ||
Number of rental locations | location | 35 | |
Revenue reported by acquired entity for last annual period | $ 210 | |
Western Canada | National Pump | ||
Business Acquisition [Line Items] | ||
Number of rental locations | location | 4 | |
Other long-term assets | National Pump | ||
Business Acquisition [Line Items] | ||
Capitalized debt issuance costs | $ 22 | |
Merger related costs | ||
Business Acquisition [Line Items] | ||
Change in acquisition related costs | (26) | |
Merger related costs | National Pump | ||
Business Acquisition [Line Items] | ||
Change in acquisition related costs | $ (26) |
Acquisitions (Consideration Tra
Acquisitions (Consideration Transferred) (Details) - National Pump $ in Millions | 1 Months Ended | |
Apr. 30, 2014USD ($) | ||
Business Acquisition [Line Items] | ||
Cash consideration | $ 773 | [1] |
Contingent consideration | 76 | [2] |
Total purchase consideration | 849 | [3] |
Cash consideration, hold back amount | 58 | |
Stock issued, excluded from purchase consideration | $ 15 | |
[1] | Includes a ‘hold back’ of $58 that was paid in April 2015. | |
[2] | Reflects the acquisition date fair value of the contingent consideration that was paid in June 2015 as discussed in note 6 to our condensed consolidated financial statements. | |
[3] | Total purchase consideration excludes $15 of stock which was issued in connection with the acquisition and will be treated as compensation for book purposes but primarily represents deductible goodwill for income tax purposes. |
Acquisitions (Assets Acquired a
Acquisitions (Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | Apr. 30, 2014 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 3,257 | $ 3,272 | ||
National Pump | ||||
Business Acquisition [Line Items] | ||||
Accounts receivable, net of allowance for doubtful accounts | [1] | $ 44 | ||
Inventory | 19 | |||
Deferred taxes | 6 | |||
Rental equipment | 172 | |||
Property and equipment | 10 | |||
Intangibles | [2] | 289 | ||
Other assets | 1 | |||
Total identifiable assets acquired | 541 | |||
Current liabilities | (25) | |||
Total liabilities assumed | (25) | |||
Net identifiable assets acquired | 516 | |||
Goodwill | [3] | 333 | ||
Net assets acquired | 849 | |||
Accounts receivable, gross | 47 | |||
Estimated uncollectible receivables | 3 | |||
Goodwill, amount expected to be deductible for income tax purposes | 325 | |||
Trench, power and pump | National Pump | ||||
Business Acquisition [Line Items] | ||||
Goodwill | [3] | 321 | ||
General rentals | National Pump | ||||
Business Acquisition [Line Items] | ||||
Goodwill | [3] | $ 12 | ||
[1] | The fair value of accounts receivables acquired was $44, and the gross contractual amount was $47. We estimated that $3 would be uncollectible. | |||
[2] | The estimated fair values and useful lives for the acquired intangible assets were as follows: Customer relationships had a fair value of $274 and a useful life of 10 years, Non-compete agreements had a fair value of $15 and a useful life of 6 years with a total fair value of $289. | |||
[3] | $321 of the goodwill was assigned to our trench, power and pump segment and $12 of the goodwill was assigned to our general rentals segment. The level of goodwill that resulted from the acquisition is primarily reflective of National Pump's going-concern value, the value of National Pump's assembled workforce, new customer relationships expected to arise from the acquisition, and operational synergies that we expect to achieve that would not be available to other market participants. $325 of goodwill is expected to be deductible for income tax purposes. The amount of goodwill that is expected to be deductible for income tax purposes declined during the nine months ended September 30, 2015 due to a decline in the fair value of the contingent cash consideration component of the National Pump purchase price due to lower than expected financial performance compared to agreed upon financial targets, as discussed in note 6 to our condensed consolidated financial statements. |
Acquisitions (Acquired Intangib
Acquisitions (Acquired Intangible Assets) (Details) - National Pump $ in Millions | 1 Months Ended |
Apr. 30, 2014USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair value | $ 289 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair value | $ 274 |
Life (years) | 10 years |
Non-compete agreements | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair value | $ 15 |
Life (years) | 6 years |
Acquisitions (Pro Forma Informa
Acquisitions (Pro Forma Information) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Apr. 30, 2014 | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Revenues | $ 1,544,000,000 | $ 4,121,000,000 | ||||
Pro forma revenues | 1,544,000,000 | 4,183,000,000 | ||||
Pretax income | $ 340,000,000 | 303,000,000 | $ 671,000,000 | 539,000,000 | ||
Combined pretax income | 303,000,000 | 559,000,000 | ||||
Pro forma pretax income | 297,000,000 | 612,000,000 | ||||
Gain (loss) on redemption of debt | $ (123,000,000) | (80,000,000) | ||||
Impact of fair value mark-ups/useful life changes on depreciation | ||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Pro forma adjustments to combined pretax income | [1] | 0 | (1,000,000) | |||
Intangible asset amortization | ||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Pro forma adjustments to combined pretax income | [2] | (1,000,000) | (12,000,000) | |||
Interest expense | ||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Pro forma adjustments to combined pretax income | [3] | (4,000,000) | 58,000,000 | |||
Elimination of merger costs | ||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Pro forma adjustments to combined pretax income | [4] | (1,000,000) | 8,000,000 | |||
National Pump | ||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Revenues | 0 | 62,000,000 | ||||
Pretax income | $ 0 | 20,000,000 | ||||
5 3/4 percent Senior Notes | ||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Stated interest rate | 5.75% | 5.75% | ||||
9 1/4 percent Senior Notes | ||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Gain (loss) on redemption of debt | $ (64,000,000) | |||||
Senior notes | Add-on to 6 1/8 percent Senior Notes | ||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Face amount | $ 525,000,000 | |||||
Senior notes | Add-on to 6 1/8 percent Senior Notes | National Pump | ||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Stated interest rate | 6.125% | |||||
Senior notes | 5 3/4 percent Senior Notes | ||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Face amount | $ 850,000,000 | |||||
Senior notes | 5 3/4 percent Senior Notes | National Pump | ||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Stated interest rate | 5.75% | |||||
Senior notes | 9 1/4 percent Senior Notes | National Pump | ||||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||||
Stated interest rate | 9.25% | |||||
[1] | Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the National Pump acquisition. The useful lives assigned to such equipment did not change significantly from the lives historically used by National Pump. | |||||
[2] | The intangible assets acquired in the National Pump acquisition were amortized. | |||||
[3] | In connection with the National Pump acquisition, URNA issued $525 principal amount of 6 1/8 percent Senior Notes (as an add on to our existing 6 1/8 percent Senior Notes) and $850 principal amount of 5 3/4 percent Senior Notes, and all our outstanding 9 1/4 percent Senior Notes were redeemed. Interest expense was adjusted to reflect these changes in our debt portfolio. For the pro forma presentation, the $64 loss recognized upon redemption of the 9 1/4 percent Senior Notes was removed from the nine months ended September 30, 2014 as the loss was assumed to have been recognized prior to the pro forma acquisition date. | |||||
[4] | Merger related costs, primarily comprised of financial and legal advisory fees, associated with the National Pump acquisition were eliminated as they were assumed to have been recognized prior to the pro forma acquisition date. |
Acquisitions (Revenue and Preta
Acquisitions (Revenue and Pretax Income of Acquiree) (Details) - National Pump - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Business Acquisition [Line Items] | |||||
Revenue | $ 59 | $ 73 | $ 170 | $ 140 | |
Pretax income (loss) | [1] | $ 2 | $ 16 | $ (2) | $ 30 |
[1] | Pretax income (loss) excludes merger related costs which are not allocated to our segments. Pretax income (loss) for the three and nine months ended September 30, 2015 reflects volume and pricing pressure associated with upstream oil and gas customers, and the amortization of the intangible assets acquired in the National Pump acquisition. |
Segment Information (Financial
Segment Information (Financial information by segment) (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($)location | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)location | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information | |||||
Equipment rentals | $ 1,326 | $ 1,315 | $ 3,671 | $ 3,499 | |
Sales of rental equipment | 141 | 140 | 381 | 388 | |
Sales of new equipment | 38 | 42 | 110 | 105 | |
Contractor supplies sales | 21 | 23 | 60 | 64 | |
Service and other revenues | 24 | 24 | 72 | 65 | |
Total revenues | 1,550 | 1,544 | 4,294 | 4,121 | |
Gross profit | 690 | 688 | 1,832 | 1,725 | |
Assets | 12,598 | 12,598 | $ 12,467 | ||
Operating Segments | |||||
Segment Reporting Information | |||||
Equipment rentals | 1,326 | 1,315 | 3,671 | 3,499 | |
Sales of rental equipment | 141 | 140 | 381 | 388 | |
Sales of new equipment | 38 | 42 | 110 | 105 | |
Contractor supplies sales | 21 | 23 | 60 | 64 | |
Service and other revenues | 24 | 24 | 72 | 65 | |
Total revenues | 1,550 | 1,544 | 4,294 | 4,121 | |
Depreciation and amortization expense | 315 | 306 | 926 | 882 | |
Capital expenditures | 1,501 | 1,568 | |||
Assets | $ 12,598 | $ 12,598 | 12,467 | ||
Operating Segments | General rentals | |||||
Segment Reporting Information | |||||
Number of geographic regions entity operates in (locations) | location | 11 | 11 | |||
Equipment rentals | $ 1,120 | 1,127 | $ 3,144 | 3,079 | |
Sales of rental equipment | 132 | 133 | 356 | 371 | |
Sales of new equipment | 33 | 31 | 94 | 80 | |
Contractor supplies sales | 18 | 19 | 51 | 55 | |
Service and other revenues | 23 | 21 | 65 | 55 | |
Total revenues | 1,326 | 1,331 | 3,710 | 3,640 | |
Depreciation and amortization expense | 272 | 267 | 798 | 789 | |
Capital expenditures | 1,325 | 1,391 | |||
Assets | 11,019 | 11,019 | 10,935 | ||
Operating Segments | Trench, power and pump | |||||
Segment Reporting Information | |||||
Equipment rentals | 206 | 188 | 527 | 420 | |
Sales of rental equipment | 9 | 7 | 25 | 17 | |
Sales of new equipment | 5 | 11 | 16 | 25 | |
Contractor supplies sales | 3 | 4 | 9 | 9 | |
Service and other revenues | 1 | 3 | 7 | 10 | |
Total revenues | 224 | 213 | 584 | 481 | |
Depreciation and amortization expense | 43 | 39 | 128 | 93 | |
Capital expenditures | 176 | 177 | |||
Assets | 1,579 | 1,579 | $ 1,532 | ||
Equipment rentals | |||||
Segment Reporting Information | |||||
Gross profit | 607 | 599 | 1,588 | 1,481 | |
Equipment rentals | Operating Segments | |||||
Segment Reporting Information | |||||
Gross profit | 607 | 599 | 1,588 | 1,481 | |
Equipment rentals | Operating Segments | General rentals | |||||
Segment Reporting Information | |||||
Gross profit | 500 | 496 | 1,339 | 1,266 | |
Equipment rentals | Operating Segments | Trench, power and pump | |||||
Segment Reporting Information | |||||
Gross profit | $ 107 | $ 103 | $ 249 | $ 215 |
Segment Information (Reconcilia
Segment Information (Reconciliation to income (loss) from continuing operations) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Gross profit | $ 690 | $ 688 | $ 1,832 | $ 1,725 | ||
Selling, general and administrative expenses | (178) | (194) | (534) | (549) | ||
Merger related costs | 0 | (4) | 26 | (13) | ||
Restructuring charge | 0 | 2 | (1) | [1] | 2 | |
Non-rental depreciation and amortization | (66) | (70) | (202) | (200) | ||
Interest expense, net | (107) | (124) | (460) | (436) | ||
Other income, net | 1 | [2] | 5 | 10 | [3] | 10 |
Income before provision for income taxes | 340 | 303 | 671 | 539 | ||
Equipment rentals | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Gross profit | 607 | 599 | 1,588 | 1,481 | ||
Other lines of business | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Gross profit | $ 83 | $ 89 | $ 244 | $ 244 | ||
[1] | Reflected in our condensed consolidated statements of income as “Restructuring charge.” These charges are not allocated to our reportable segments. | |||||
[2] | Other (income) expense, net includes an adjustment to the amount of royalties Holdings receives from URNA and its subsidiaries as discussed below (see Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources- Relationship between Holdings and URNA). | |||||
[3] | Other (income) expense, net includes an adjustment to the amount of royalties Holdings receives from URNA and its subsidiaries as discussed below (see Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources- Relationship between Holdings and URNA). |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) | Sep. 30, 2015employeelocation | Dec. 31, 2011employeelocation | Jan. 01, 2008employeelocation |
Closed Restructuring Program | |||
Restructuring Cost and Reserve | |||
Employee headcount | employee | 7,500 | 10,900 | |
Number of locations | 529 | 697 | |
RSC Merger Related Restructuring Program | |||
Restructuring Cost and Reserve | |||
Employee headcount | employee | 12,700 | ||
Number of locations | 900 |
Restructuring Charges (Schedule
Restructuring Charges (Schedule of restructuring charges) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |||
Restructuring Reserve [Roll Forward] | ||||||
Beginning reserve balance | $ 20 | |||||
Charged to Costs and Expenses | $ 0 | $ (2) | 1 | [1] | $ (2) | |
Payments and Other | (7) | |||||
Ending reserve balance | 14 | 14 | ||||
Branch closure charges | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning reserve balance | 20 | |||||
Charged to Costs and Expenses | [1] | 1 | ||||
Payments and Other | (7) | |||||
Ending reserve balance | 14 | 14 | ||||
Severance costs | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning reserve balance | 0 | |||||
Charged to Costs and Expenses | [1] | 0 | ||||
Payments and Other | 0 | |||||
Ending reserve balance | 0 | 0 | ||||
Closed Restructuring Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning reserve balance | 9 | |||||
Charged to Costs and Expenses | [1] | 1 | ||||
Payments and Other | (3) | |||||
Ending reserve balance | 7 | 7 | ||||
Closed Restructuring Program | Branch closure charges | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning reserve balance | 9 | |||||
Charged to Costs and Expenses | [1] | 1 | ||||
Payments and Other | (3) | |||||
Ending reserve balance | 7 | 7 | ||||
Closed Restructuring Program | Severance costs | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning reserve balance | 0 | |||||
Charged to Costs and Expenses | [1] | 0 | ||||
Payments and Other | 0 | |||||
Ending reserve balance | 0 | 0 | ||||
RSC Merger Related Restructuring Program | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning reserve balance | 11 | |||||
Charged to Costs and Expenses | [1] | 0 | ||||
Payments and Other | (4) | |||||
Ending reserve balance | 7 | 7 | ||||
RSC Merger Related Restructuring Program | Branch closure charges | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning reserve balance | 11 | |||||
Charged to Costs and Expenses | [1] | 0 | ||||
Payments and Other | (4) | |||||
Ending reserve balance | 7 | 7 | ||||
RSC Merger Related Restructuring Program | Severance costs | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning reserve balance | 0 | |||||
Charged to Costs and Expenses | [1] | 0 | ||||
Payments and Other | 0 | |||||
Ending reserve balance | $ 0 | $ 0 | ||||
[1] | Reflected in our condensed consolidated statements of income as “Restructuring charge.” These charges are not allocated to our reportable segments. |
Derivatives (Narrative) (Detail
Derivatives (Narrative) (Details) gal in Millions, CAD in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015CAD | Sep. 30, 2015CADgal | |
Forward Contracts [Member] | ||
Derivative [Line Items] | ||
Foreign currency contract settlement amount (in Canadian dollars) | CAD | CAD 221 | CAD 221 |
Diesel swap | Fixed price swap contracts | ||
Derivative [Line Items] | ||
Fixed price swap contract (in gallons) | 9.5 |
Derivatives (Effect of derivati
Derivatives (Effect of derivatives on consolidated statements of income) (Details) gal in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($)gal | Sep. 30, 2014USD ($)gal | Sep. 30, 2015USD ($)gal | Sep. 30, 2014USD ($)gal | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Purchases of diesel covered by the fixed price swaps (in gallons) | gal | 2.8 | 2.6 | 8.2 | 8.2 | |
Fixed price swap contracts | Designated as hedging instruments | Cost of equipment rentals, excluding depreciation | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of income (expense) recognized on derivative | [1],[2] | $ (2) | $ (5) | ||
Amount of income (expense) recognized on hedged item | [1],[2] | (7) | $ (10) | (23) | $ (32) |
Foreign currency forward contracts | Not designated as hedging instrument | Other income (expense), net | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of income (expense) recognized on derivative | [3] | (5) | (3) | (5) | (3) |
Amount of income (expense) recognized on hedged item | [3] | $ 5 | $ 3 | $ 5 | $ 3 |
[1] | Amounts recognized on derivative represent the effective portion of the fixed price diesel swaps. | ||||
[2] | Amounts recognized on hedged item reflect the use of 2.8 million and 2.6 million gallons of diesel covered by the fixed price swaps during the three months ended September 30, 2015 and 2014, respectively, and the use of 8.2 million gallons of diesel covered by the fixed price swaps during the nine months ended September 30, 2015 and 2014. These amounts are reflected, net of cash received from, or paid to, the counterparties to the fixed price swaps, in operating cash flows in our condensed consolidated statement of cash flows. | ||||
[3] | Insignificant amounts were reflected in our condensed consolidated statement of cash flows associated with the forward contracts to purchase Canadian dollars, as the cash impact of the gains/losses recognized on the derivatives were offset by the gains/losses recognized on the hedged items. |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) gal in Millions, $ in Millions | 9 Months Ended | |
Sep. 30, 2015USD ($)$ / galgal | Dec. 31, 2014USD ($) | |
Merger related costs | ||
Derivatives, Fair Value [Line Items] | ||
Change in contingent consideration | $ (26) | |
Merger related costs | National Pump | ||
Derivatives, Fair Value [Line Items] | ||
Change in contingent consideration | $ (26) | |
Diesel swap | Fixed price swap contracts | ||
Derivatives, Fair Value [Line Items] | ||
Fixed price swap contract (in gallons) | gal | 9.5 | |
Average contract price (in dollars per gallon) | $ / gal | 3.06 | |
Average forward price (in dollars per gallon) | $ / gal | 2.65 | |
Level 3 | National Pump | Accrued expenses and other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Contingent consideration | $ 0 | $ 78 |
Fair Value Measurements (Fair v
Fair Value Measurements (Fair value of financial instruments) (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | |
Level 1 | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Senior and senior subordinated notes | $ 5,989 | $ 6,063 | |
Level 1 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Senior and senior subordinated notes | 5,949 | 6,390 | |
Level 2 | Carrying Amount | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
4 percent Convertible Senior Notes | [1] | 8 | 32 |
Level 2 | Fair Value | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
4 percent Convertible Senior Notes | [1] | $ 8 | $ 33 |
Convertible subordinated notes—4 percent | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Effective interest rate | 7.30% | ||
Debt instrument, convertible, if-converted value | $ 41 | ||
Convertible senior notes | Convertible subordinated notes—4 percent | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | |||
Stated interest rate | 4.00% | ||
[1] | The fair value of the 4 percent Convertible Senior Notes is based on the market value of comparable notes. Consistent with the carrying amount, the fair value excludes the equity component of the notes. To exclude the equity component and calculate the fair value, we used an effective interest rate of 7.3 percent. As discussed below (see Item 3- Quantitative and Qualitative Disclosures about Market Risk), the total cost to settle the notes based on the closing price of our common stock on September 30, 2015 would be $41. |
Debt (Narrative) (Details)
Debt (Narrative) (Details) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | 9 Months Ended | ||
Nov. 30, 2009 | Sep. 30, 2015 | Sep. 30, 2014 | Nov. 10, 2009 | |
Convertible subordinated notes—4 percent | ||||
Debt Instrument | ||||
Hedge transactions cost | $ 26,000,000 | |||
Hedge transactions cost decrease in APIC | 17,000,000 | |||
Convertible note hedge transactions shares (in shares) | 0.7 | |||
Effective conversion price (in dollars per share) | $ 15.56 | |||
Percentage premium over price at issuance | 75.00% | |||
Closing price at issuance (in dollars per share) | $ 8.89 | |||
Market price per share (in dollars per share) | $ 65 | |||
ABL Facility | ||||
Debt Instrument | ||||
Maximum revolving credit amount percentage | 10.00% | |||
Convertible senior notes | Convertible subordinated notes—4 percent | ||||
Debt Instrument | ||||
Face amount | $ 173,000,000 | |||
Stated interest rate | 4.00% | 4.00% | ||
Common stock | Convertible subordinated notes—4 percent | ||||
Debt Instrument | ||||
Convertible equity shares (in shares) | 0.5 |
Debt (Schedule of long-term deb
Debt (Schedule of long-term debt instruments) (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Dec. 31, 2014 | Apr. 30, 2014 | Nov. 30, 2009 | ||
Debt Instrument | |||||||||||||
Total debt | $ 8,515,000,000 | $ 8,515,000,000 | $ 8,052,000,000 | ||||||||||
Less short-term portion | [1] | (639,000,000) | (639,000,000) | (618,000,000) | |||||||||
Total long-term debt | $ 7,876,000,000 | 7,876,000,000 | 7,434,000,000 | ||||||||||
Loss on repurchase/redemption of debt securities and amendment of ABL facility | $ 123,000,000 | $ 80,000,000 | |||||||||||
Accounts Receivable Securitization Facility | |||||||||||||
Debt Instrument | |||||||||||||
Credit facility interest rate at period end | 0.80% | 0.80% | |||||||||||
5 3/4 percent Senior Secured Notes | |||||||||||||
Debt Instrument | |||||||||||||
Stated interest rate | 5.75% | 5.75% | |||||||||||
8 3/8 percent Senior Subordinated Notes | |||||||||||||
Debt Instrument | |||||||||||||
Stated interest rate | 8.375% | 8.375% | |||||||||||
7 3/8 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Stated interest rate | 7.375% | 7.375% | |||||||||||
8 1/4 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Stated interest rate | 8.25% | 8.25% | |||||||||||
Extinguishment of debt, amount | $ 350,000,000 | ||||||||||||
7 5/8 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Stated interest rate | 7.625% | 7.625% | |||||||||||
6 1/8 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Stated interest rate | 6.125% | 6.125% | |||||||||||
4 5/8 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Stated interest rate | 4.625% | 4.625% | |||||||||||
5 3/4 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Stated interest rate | 5.75% | 5.75% | |||||||||||
5 1/2 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Stated interest rate | 5.50% | 5.50% | |||||||||||
Credit facility | $2.5 billion ABL Facility | |||||||||||||
Debt Instrument | |||||||||||||
Current borrowing capacity under credit facility | $ 622,000,000 | $ 622,000,000 | |||||||||||
Credit facility interest rate at period end | 1.80% | 1.80% | |||||||||||
Letters of credit outstanding | $ 49,000,000 | $ 49,000,000 | |||||||||||
Average outstanding amount | $ 1,400,000,000 | ||||||||||||
Weighted average interest rate, long-term | 1.90% | 1.90% | |||||||||||
ABL Facility maximum month-end outstanding amount | $ 1,800,000,000 | ||||||||||||
Senior secured notes | 4 5/8 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Face amount | $ 1,000,000,000 | ||||||||||||
Proceeds from issuance of long-term debt | $ 990,000,000 | ||||||||||||
Redemption price, percentage | 101.00% | ||||||||||||
Senior notes | 5 3/4 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Face amount | $ 850,000,000 | ||||||||||||
Senior notes | 5 1/2 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Face amount | $ 800,000,000 | ||||||||||||
Proceeds from issuance of long-term debt | $ 792,000,000 | ||||||||||||
Redemption price, percentage | 101.00% | ||||||||||||
Accounts receivable facility | Accounts Receivable Securitization Facility | |||||||||||||
Debt Instrument | |||||||||||||
Maturity extension period | 364 days | ||||||||||||
Maximum borrowing capacity | $ 625,000,000 | 625,000,000 | |||||||||||
Current borrowing capacity under credit facility | $ 21,000,000 | 21,000,000 | |||||||||||
Average outstanding amount under facility | $ 490,000,000 | ||||||||||||
Weighted average interest rate, short-term | 0.80% | 0.80% | |||||||||||
A/R Securitization maximum month-end outstanding amount | $ 594,000,000 | ||||||||||||
Collateral amount | $ 614,000,000 | 614,000,000 | |||||||||||
Convertible senior notes | Convertible subordinated notes—4 percent | |||||||||||||
Debt Instrument | |||||||||||||
Total debt | [2] | $ 8,000,000 | $ 8,000,000 | 32,000,000 | |||||||||
Stated interest rate | 4.00% | 4.00% | 4.00% | ||||||||||
Loss on repurchase/redemption of debt securities and amendment of ABL facility | $ 1,000,000 | ||||||||||||
Extinguishment of debt, amount | 26,000,000 | ||||||||||||
Face amount | $ 173,000,000 | ||||||||||||
URNA and subsidiaries | |||||||||||||
Debt Instrument | |||||||||||||
Total debt | $ 8,507,000,000 | 8,507,000,000 | 8,020,000,000 | ||||||||||
URNA and subsidiaries | $2.5 billion ABL Facility | |||||||||||||
Debt Instrument | |||||||||||||
Maximum borrowing capacity | 2,500,000,000 | $ 2,500,000,000 | 2,500,000,000 | ||||||||||
URNA and subsidiaries | Capital leases | |||||||||||||
Debt Instrument | |||||||||||||
Total debt | 95,000,000 | 95,000,000 | 105,000,000 | ||||||||||
URNA and subsidiaries | Credit facility | $2.5 billion ABL Facility | |||||||||||||
Debt Instrument | |||||||||||||
Total debt | [3] | 1,829,000,000 | 1,829,000,000 | 1,304,000,000 | |||||||||
URNA and subsidiaries | Senior secured notes | 5 3/4 percent Senior Secured Notes | |||||||||||||
Debt Instrument | |||||||||||||
Total debt | [4] | 0 | 0 | 750,000,000 | |||||||||
URNA and subsidiaries | Senior secured notes | 4 5/8 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Total debt | [5] | 1,000,000,000 | 1,000,000,000 | 0 | |||||||||
URNA and subsidiaries | Senior notes | 7 3/8 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Total debt | 750,000,000 | 750,000,000 | 750,000,000 | ||||||||||
URNA and subsidiaries | Senior notes | 8 1/4 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Total debt | [6] | 315,000,000 | 315,000,000 | 687,000,000 | |||||||||
URNA and subsidiaries | Senior notes | 7 5/8 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Total debt | 1,325,000,000 | 1,325,000,000 | 1,325,000,000 | ||||||||||
URNA and subsidiaries | Senior notes | 6 1/8 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Total debt | 949,000,000 | 949,000,000 | 951,000,000 | ||||||||||
URNA and subsidiaries | Senior notes | 5 3/4 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Total debt | 850,000,000 | 850,000,000 | 850,000,000 | ||||||||||
URNA and subsidiaries | Senior notes | 5 1/2 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Total debt | [7] | 800,000,000 | 800,000,000 | 0 | |||||||||
URNA and subsidiaries | Senior subordinated notes | 8 3/8 percent Senior Subordinated Notes | |||||||||||||
Debt Instrument | |||||||||||||
Total debt | [4] | 0 | 0 | 750,000,000 | |||||||||
URNA and subsidiaries | Accounts receivable facility | Accounts Receivable Securitization Facility | |||||||||||||
Debt Instrument | |||||||||||||
Total debt | [8] | $ 594,000,000 | $ 594,000,000 | $ 548,000,000 | |||||||||
Forecast | Senior secured notes | 4 5/8 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Redemption price, percentage | 100.00% | 103.469% | |||||||||||
Forecast | Senior notes | 5 1/2 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Redemption price, percentage | 100.00% | 102.75% | |||||||||||
Interest expense, net | 5 3/4 percent Senior Secured Notes and 8 3/8 percent Senior Subordinated Notes | |||||||||||||
Debt Instrument | |||||||||||||
Loss on repurchase/redemption of debt securities and amendment of ABL facility | 106,000,000 | ||||||||||||
Interest expense, net | 8 1/4 percent Senior Notes | |||||||||||||
Debt Instrument | |||||||||||||
Loss on repurchase/redemption of debt securities and amendment of ABL facility | $ 15,000,000 | ||||||||||||
[1] | As of September 30, 2015, our short-term debt primarily reflects $594 of borrowings under our accounts receivable securitization facility. | ||||||||||||
[2] | During the nine months ended September 30, 2015, $26 of our 4 percent Convertible Senior Notes were redeemed. We recognized a loss of approximately $1 in interest expense, net upon redemption. The loss represented the difference between the net carrying amount and the fair value of the debt component of the notes. The 4 percent Convertible Senior Notes are due November 15, 2015. | ||||||||||||
[3] | At September 30, 2015, $622 was available under our ABL facility, net of $49 of letters of credit. The interest rate applicable to the ABL facility was 1.8 percent at September 30, 2015. During the nine months ended September 30, 2015, the monthly average amount outstanding under the ABL facility was $1.4 billion, and the weighted-average interest rate thereon was 1.9 percent. The maximum month-end amount outstanding under the ABL facility during the nine months ended September 30, 2015 was $1.8 billion. In March 2015, the ABL facility was amended, primarily to increase the facility size and to extend the maturity date. The size of the facility was increased to $2.5 billion. All amounts borrowed under the ABL facility must be repaid on or before March 2020. | ||||||||||||
[4] | In April 2015, we redeemed all of our 5 3/4 percent Senior Secured Notes and 8 3/8 percent Senior Subordinated Notes. Upon redemption, we recognized an aggregate loss of $106 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the notes. | ||||||||||||
[5] | In March 2015, URNA issued $1.0 billion aggregate principal amount of 4 5/8 percent Senior Secured Notes (the “4 5/8 percent Notes”) which are due July 15, 2023. The net proceeds from issuance were approximately $990 (after deducting offering expenses). The 4 5/8 percent Notes are guaranteed by Holdings and certain domestic subsidiaries of URNA and are secured on a second-priority basis by liens on substantially all of URNA’s and the guarantors’ assets that secure the ABL facility, subject to certain exceptions. The 4 5/8 percent Notes may be redeemed on or after July 15, 2018, at specified redemption prices that range from 103.469 percent in 2018, to 100 percent in 2021 and thereafter, plus accrued and unpaid interest, if any. The indenture governing the 4 5/8 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) liens; (ii) additional indebtedness; (iii) mergers, consolidations and acquisitions; (iv) sales, transfers and other dispositions of assets; (v) loans and other investments; (vi) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (vii) restrictions affecting subsidiaries; (viii) transactions with affiliates; and (ix) designations of unrestricted subsidiaries, as well as a requirement to timely file periodic reports with the SEC. The indenture also includes covenants relating to the grant of and maintenance of liens for the benefit of the notes collateral agent. Each of the restrictive covenants is subject to important exceptions and qualifications that would allow URNA and its subsidiaries to engage in these activities under certain conditions. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then-outstanding 4 5/8 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon. | ||||||||||||
[6] | In April 2015, we redeemed $350 principal amount of our 8 1/4 percent Senior Notes. Upon redemption, we recognized a loss of $15 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the redeemed notes. | ||||||||||||
[7] | In March 2015, URNA issued $800 aggregate principal amount of 5 1/2 percent Senior Notes (the “5 1/2 percent Notes”) which are due July 15, 2025. The net proceeds from the issuance were approximately $792 (after deducting offering expenses). The 5 1/2 percent Notes are unsecured and are guaranteed by Holdings and certain domestic subsidiaries of URNA. The 5 1/2 percent Notes may be redeemed on or after July 15, 2020, at specified redemption prices that range from 102.75 percent in 2020, to 100 percent in 2023 and thereafter, plus accrued and unpaid interest, if any. The indenture governing the 5 1/2 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) liens; (ii) additional indebtedness; (iii) mergers, consolidations and acquisitions; (iv) sales, transfers and other dispositions of assets; (v) loans and other investments; (vi) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (vii) restrictions affecting subsidiaries; (viii) transactions with affiliates; and (ix) designations of unrestricted subsidiaries, as well as a requirement to timely file periodic reports with the SEC. Each of the restrictive covenants is subject to important exceptions and qualifications that would allow URNA and its subsidiaries to engage in these activities under certain conditions. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then-outstanding 5 1/2 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon. | ||||||||||||
[8] | In September 2015, the accounts receivable securitization facility was amended, primarily to increase the facility size and to extend the maturity date which may be further extended on a 364-day basis by mutual agreement with the purchasers under the accounts receivable securitization facility. The size of the facility was increased to $625. The amended facility expires on August 30, 2016. At September 30, 2015, $21 was available under our accounts receivable securitization facility. The interest rate applicable to the accounts receivable securitization facility was 0.8 percent at September 30, 2015. During the nine months ended September 30, 2015, the monthly average amount outstanding under the accounts receivable securitization facility was $490, and the weighted-average interest rate thereon was 0.8 percent. The maximum month-end amount outstanding under the accounts receivable securitization facility during the nine months ended September 30, 2015 was $594. Borrowings under the accounts receivable securitization facility are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves, exceeds the outstanding loans. As of September 30, 2015, there were $614 of receivables, net of applicable reserves, in the collateral pool. |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Numerator: | ||||
Net income available to common stockholders | $ 215 | $ 192 | $ 416 | $ 346 |
Denominator: | ||||
Denominator for basic earnings per share—weighted-average common shares (in shares) | 94,213 | 98,485 | 95,992 | 96,916 |
Effect of dilutive securities: | ||||
4 percent Convertible Senior Notes (in shares) | 574 | 4,748 | 786 | 7,606 |
Denominator for diluted earnings per share—adjusted weighted-average common shares (in shares) | 95,191 | 104,076 | 97,285 | 105,394 |
Basic earnings per share (in dollars per share) | $ 2.28 | $ 1.95 | $ 4.33 | $ 3.57 |
Diluted earnings per share (in dollars per share) | $ 2.25 | $ 1.84 | $ 4.27 | $ 3.29 |
Convertible senior notes | Convertible subordinated notes—4 percent | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Stated interest rate | 4.00% | 4.00% | 4.00% | 4.00% |
Employee stock options and warrants | ||||
Effect of dilutive securities: | ||||
Effect of dilutive securities, share-based payment arrangements (in shares) | 291 | 376 | 311 | 407 |
Restricted stock units | ||||
Effect of dilutive securities: | ||||
Effect of dilutive securities, share-based payment arrangements (in shares) | 113 | 467 | 196 | 465 |
Condensed Consolidating Finan47
Condensed Consolidating Financial Information of Guarantor Subsidiaries - CONDENSED CONSOLIDATING BALANCE SHEET (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
ASSETS | |||||
Cash and cash equivalents | $ 171 | $ 158 | $ 168 | $ 175 | |
Accounts receivable, net | 994 | 940 | |||
Intercompany receivable (payable) | 0 | 0 | |||
Inventory | 77 | 78 | |||
Prepaid expenses and other assets | 58 | 122 | |||
Deferred taxes | 126 | 248 | |||
Total current assets | 1,426 | 1,546 | |||
Investments in subsidiaries | 0 | 0 | |||
Goodwill | 3,257 | 3,272 | |||
Other intangible assets, net | 948 | 1,106 | |||
Other long-term assets | 93 | 97 | |||
Total assets | 12,598 | 12,467 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||
Short-term debt and current maturities of long-term debt | [1] | 639 | 618 | ||
Accounts payable | 475 | 285 | |||
Accrued expenses and other liabilities | 403 | 575 | |||
Total current liabilities | 1,517 | 1,478 | |||
Long-term debt | 7,876 | 7,434 | |||
Deferred taxes | 1,653 | 1,692 | |||
Other long-term liabilities | 55 | 65 | |||
Total liabilities | 11,101 | 10,669 | |||
Temporary equity | 0 | 2 | |||
Total stockholders’ equity (deficit) | 1,497 | 1,796 | |||
Total liabilities and stockholders’ equity | $ 12,598 | 12,467 | |||
Parent | |||||
Condensed Financial Information Other Details [Abstract] | |||||
Ownership percentage in subsidiaries | 100.00% | ||||
ASSETS | |||||
Cash and cash equivalents | $ 0 | 0 | 0 | 0 | |
Accounts receivable, net | 0 | 0 | |||
Intercompany receivable (payable) | 196 | 476 | |||
Inventory | 0 | 0 | |||
Prepaid expenses and other assets | 0 | 0 | |||
Deferred taxes | 0 | 0 | |||
Total current assets | 196 | 476 | |||
Investments in subsidiaries | 1,288 | 1,330 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Other long-term assets | 0 | 1 | |||
Total assets | 1,528 | 1,849 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||
Short-term debt and current maturities of long-term debt | 9 | 32 | |||
Accounts payable | 0 | 0 | |||
Accrued expenses and other liabilities | 1 | 0 | |||
Total current liabilities | 10 | 32 | |||
Long-term debt | 3 | 0 | |||
Deferred taxes | 18 | 19 | |||
Other long-term liabilities | 0 | 0 | |||
Total liabilities | 31 | 51 | |||
Temporary equity | 2 | ||||
Total stockholders’ equity (deficit) | 1,497 | 1,796 | |||
Total liabilities and stockholders’ equity | 1,528 | 1,849 | |||
URNA | |||||
ASSETS | |||||
Cash and cash equivalents | 16 | 8 | 39 | 17 | |
Accounts receivable, net | 41 | 37 | |||
Intercompany receivable (payable) | 22 | (428) | |||
Inventory | 70 | 69 | |||
Prepaid expenses and other assets | 48 | 113 | |||
Deferred taxes | 125 | 246 | |||
Total current assets | 322 | 45 | |||
Investments in subsidiaries | 1,000 | 1,185 | |||
Goodwill | 3,000 | 3,000 | |||
Other intangible assets, net | 880 | 1,014 | |||
Other long-term assets | 93 | 96 | |||
Total assets | 11,494 | 11,071 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||
Short-term debt and current maturities of long-term debt | 36 | 38 | |||
Accounts payable | 428 | 248 | |||
Accrued expenses and other liabilities | 366 | 499 | |||
Total current liabilities | 830 | 785 | |||
Long-term debt | 7,752 | 7,298 | |||
Deferred taxes | 1,569 | 1,594 | |||
Other long-term liabilities | 55 | 64 | |||
Total liabilities | 10,206 | 9,741 | |||
Temporary equity | 0 | ||||
Total stockholders’ equity (deficit) | 1,288 | 1,330 | |||
Total liabilities and stockholders’ equity | $ 11,494 | 11,071 | |||
Guarantor Subsidiaries | |||||
Condensed Financial Information Other Details [Abstract] | |||||
Ownership percentage in subsidiaries | 100.00% | ||||
ASSETS | |||||
Cash and cash equivalents | $ 0 | 0 | 0 | 0 | |
Accounts receivable, net | 0 | 0 | |||
Intercompany receivable (payable) | (183) | (60) | |||
Inventory | 0 | 0 | |||
Prepaid expenses and other assets | 1 | 1 | |||
Deferred taxes | 0 | 0 | |||
Total current assets | (182) | (59) | |||
Investments in subsidiaries | 938 | 1,040 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Other long-term assets | 0 | 0 | |||
Total assets | 776 | 1,002 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||
Short-term debt and current maturities of long-term debt | 0 | 0 | |||
Accounts payable | 0 | 0 | |||
Accrued expenses and other liabilities | 14 | 19 | |||
Total current liabilities | 14 | 19 | |||
Long-term debt | 113 | 130 | |||
Deferred taxes | 0 | 0 | |||
Other long-term liabilities | 0 | 0 | |||
Total liabilities | 127 | 149 | |||
Temporary equity | 0 | ||||
Total stockholders’ equity (deficit) | 649 | 853 | |||
Total liabilities and stockholders’ equity | 776 | 1,002 | |||
Non Guarantor Subsidiaries - Foreign | |||||
ASSETS | |||||
Cash and cash equivalents | 155 | 150 | 129 | 158 | |
Accounts receivable, net | 116 | 144 | |||
Intercompany receivable (payable) | (143) | (109) | |||
Inventory | 7 | 9 | |||
Prepaid expenses and other assets | 9 | 8 | |||
Deferred taxes | 1 | 2 | |||
Total current assets | 145 | 204 | |||
Investments in subsidiaries | 0 | 0 | |||
Goodwill | 257 | 272 | |||
Other intangible assets, net | 68 | 92 | |||
Other long-term assets | 0 | 0 | |||
Total assets | 1,081 | 1,220 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||
Short-term debt and current maturities of long-term debt | 0 | 0 | |||
Accounts payable | 47 | 37 | |||
Accrued expenses and other liabilities | 22 | 57 | |||
Total current liabilities | 69 | 94 | |||
Long-term debt | 8 | 6 | |||
Deferred taxes | 66 | 79 | |||
Other long-term liabilities | 0 | 1 | |||
Total liabilities | 143 | 180 | |||
Temporary equity | 0 | ||||
Total stockholders’ equity (deficit) | 938 | 1,040 | |||
Total liabilities and stockholders’ equity | 1,081 | 1,220 | |||
Non Guarantor Subsidiaries - SPV | |||||
ASSETS | |||||
Cash and cash equivalents | 0 | 0 | 0 | 0 | |
Accounts receivable, net | 837 | 759 | |||
Intercompany receivable (payable) | 0 | 0 | |||
Inventory | 0 | 0 | |||
Prepaid expenses and other assets | 0 | 0 | |||
Deferred taxes | 0 | 0 | |||
Total current assets | 837 | 759 | |||
Investments in subsidiaries | 0 | 0 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Other long-term assets | 0 | 0 | |||
Total assets | 837 | 759 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||
Short-term debt and current maturities of long-term debt | 594 | 548 | |||
Accounts payable | 0 | 0 | |||
Accrued expenses and other liabilities | 0 | 0 | |||
Total current liabilities | 594 | 548 | |||
Long-term debt | 0 | 0 | |||
Deferred taxes | 0 | 0 | |||
Other long-term liabilities | 0 | 0 | |||
Total liabilities | 594 | 548 | |||
Temporary equity | 0 | ||||
Total stockholders’ equity (deficit) | 243 | 211 | |||
Total liabilities and stockholders’ equity | $ 837 | 759 | |||
8 1/4 percent Senior Notes | |||||
Condensed Financial Information Other Details [Abstract] | |||||
Stated interest rate | 8.25% | ||||
ABL Facility, Accounts Receivable Securitization Facility, and Other Agreements | |||||
Condensed Financial Information Other Details [Abstract] | |||||
Line of credit facility, restricted payment capacity | $ 494 | ||||
ABL Facility, Accounts Receivable Securitization Facility, and Other Agreements | URNA | |||||
Condensed Financial Information Other Details [Abstract] | |||||
Line of credit facility, restricted payment capacity | 298 | ||||
Eliminations | |||||
ASSETS | |||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 | |
Accounts receivable, net | 0 | 0 | |||
Intercompany receivable (payable) | 108 | 121 | |||
Inventory | 0 | 0 | |||
Prepaid expenses and other assets | 0 | 0 | |||
Deferred taxes | 0 | 0 | |||
Total current assets | 108 | 121 | |||
Investments in subsidiaries | (3,226) | (3,555) | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Other long-term assets | 0 | 0 | |||
Total assets | (3,118) | (3,434) | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||
Short-term debt and current maturities of long-term debt | 0 | 0 | |||
Accounts payable | 0 | 0 | |||
Accrued expenses and other liabilities | 0 | 0 | |||
Total current liabilities | 0 | 0 | |||
Long-term debt | 0 | 0 | |||
Deferred taxes | 0 | 0 | |||
Other long-term liabilities | 0 | 0 | |||
Total liabilities | 0 | 0 | |||
Temporary equity | 0 | ||||
Total stockholders’ equity (deficit) | (3,118) | (3,434) | |||
Total liabilities and stockholders’ equity | (3,118) | (3,434) | |||
Rental equipment, net | |||||
ASSETS | |||||
Property, plant and equipment, net | 6,438 | 6,008 | |||
Rental equipment, net | Parent | |||||
ASSETS | |||||
Property, plant and equipment, net | 0 | 0 | |||
Rental equipment, net | URNA | |||||
ASSETS | |||||
Property, plant and equipment, net | 5,869 | 5,399 | |||
Rental equipment, net | Guarantor Subsidiaries | |||||
ASSETS | |||||
Property, plant and equipment, net | 0 | 0 | |||
Rental equipment, net | Non Guarantor Subsidiaries - Foreign | |||||
ASSETS | |||||
Property, plant and equipment, net | 569 | 609 | |||
Rental equipment, net | Non Guarantor Subsidiaries - SPV | |||||
ASSETS | |||||
Property, plant and equipment, net | 0 | 0 | |||
Rental equipment, net | Eliminations | |||||
ASSETS | |||||
Property, plant and equipment, net | 0 | 0 | |||
Property and equipment, net | |||||
ASSETS | |||||
Property, plant and equipment, net | 436 | 438 | |||
Property and equipment, net | Parent | |||||
ASSETS | |||||
Property, plant and equipment, net | 44 | 42 | |||
Property and equipment, net | URNA | |||||
ASSETS | |||||
Property, plant and equipment, net | 330 | 332 | |||
Property and equipment, net | Guarantor Subsidiaries | |||||
ASSETS | |||||
Property, plant and equipment, net | 20 | 21 | |||
Property and equipment, net | Non Guarantor Subsidiaries - Foreign | |||||
ASSETS | |||||
Property, plant and equipment, net | 42 | 43 | |||
Property and equipment, net | Non Guarantor Subsidiaries - SPV | |||||
ASSETS | |||||
Property, plant and equipment, net | 0 | 0 | |||
Property and equipment, net | Eliminations | |||||
ASSETS | |||||
Property, plant and equipment, net | $ 0 | $ 0 | |||
[1] | As of September 30, 2015, our short-term debt primarily reflects $594 of borrowings under our accounts receivable securitization facility. |
Condensed Consolidating Finan48
Condensed Consolidating Financial Information of Guarantor Subsidiaries - CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||||
Revenues: | |||||||
Equipment rentals | $ 1,326 | $ 1,315 | $ 3,671 | $ 3,499 | |||
Sales of rental equipment | 141 | 140 | 381 | 388 | |||
Sales of new equipment | 38 | 42 | 110 | 105 | |||
Contractor supplies sales | 21 | 23 | 60 | 64 | |||
Service and other revenues | 24 | 24 | 72 | 65 | |||
Total revenues | 1,550 | 1,544 | 4,294 | 4,121 | |||
Cost of revenues: | |||||||
Cost of equipment rentals, excluding depreciation | 470 | 480 | 1,359 | 1,336 | |||
Depreciation of rental equipment | 249 | 236 | 724 | 682 | |||
Cost of rental equipment sales | 85 | 82 | 217 | 227 | |||
Cost of new equipment sales | 31 | 33 | 91 | 84 | |||
Cost of contractor supplies sales | 15 | 16 | 42 | 44 | |||
Cost of service and other revenues | 10 | 9 | 29 | 23 | |||
Total cost of revenues | 860 | 856 | 2,462 | 2,396 | |||
Gross profit | 690 | 688 | 1,832 | 1,725 | |||
Selling, general and administrative expenses | 178 | 194 | 534 | 549 | |||
Merger related costs | 0 | 4 | (26) | 13 | |||
Restructuring charge | 0 | (2) | 1 | [1] | (2) | ||
Non-rental depreciation and amortization | 66 | 70 | 202 | 200 | |||
Operating income | 446 | 422 | 1,121 | 965 | |||
Interest (income) expense, net | 107 | 124 | 460 | 436 | |||
Other (income) expense, net | (1) | [2] | (5) | (10) | [3] | (10) | |
Income before provision for income taxes | 340 | 303 | 671 | 539 | |||
Provision for income taxes | 125 | 111 | 255 | 193 | |||
Income (loss) before equity in net earnings (loss) of subsidiaries | 215 | 192 | 416 | 346 | |||
Equity in net earnings (loss) of subsidiaries | 0 | 0 | 0 | 0 | |||
Net income | 215 | 192 | 416 | 346 | |||
Other comprehensive (loss) income | (72) | (51) | (144) | (54) | |||
Comprehensive income | [4] | 143 | 141 | 272 | 292 | ||
Parent | |||||||
Revenues: | |||||||
Equipment rentals | 0 | 0 | 0 | 0 | |||
Sales of rental equipment | 0 | 0 | 0 | 0 | |||
Sales of new equipment | 0 | 0 | 0 | 0 | |||
Contractor supplies sales | 0 | 0 | 0 | 0 | |||
Service and other revenues | 0 | 0 | 0 | 0 | |||
Total revenues | 0 | 0 | 0 | 0 | |||
Cost of revenues: | |||||||
Cost of equipment rentals, excluding depreciation | 0 | 0 | 0 | 0 | |||
Depreciation of rental equipment | 0 | 0 | 0 | 0 | |||
Cost of rental equipment sales | 0 | 0 | 0 | 0 | |||
Cost of new equipment sales | 0 | 0 | 0 | 0 | |||
Cost of contractor supplies sales | 0 | 0 | 0 | 0 | |||
Cost of service and other revenues | 0 | 0 | 0 | 0 | |||
Total cost of revenues | 0 | 0 | 0 | 0 | |||
Gross profit | 0 | 0 | 0 | 0 | |||
Selling, general and administrative expenses | (10) | 40 | (11) | 59 | |||
Merger related costs | 0 | 0 | 0 | ||||
Restructuring charge | 0 | 0 | 0 | ||||
Non-rental depreciation and amortization | 4 | 4 | 12 | 13 | |||
Operating income | 6 | (44) | (1) | (72) | |||
Interest (income) expense, net | (1) | 3 | (2) | 10 | |||
Other (income) expense, net | (275) | [2] | (39) | (348) | [3] | (108) | |
Income before provision for income taxes | 282 | (8) | 349 | 26 | |||
Provision for income taxes | 118 | 0 | 149 | 1 | |||
Income (loss) before equity in net earnings (loss) of subsidiaries | 164 | (8) | 200 | 25 | |||
Equity in net earnings (loss) of subsidiaries | 51 | 200 | 216 | 321 | |||
Net income | 215 | 192 | 416 | 346 | |||
Other comprehensive (loss) income | (72) | (51) | (144) | (54) | |||
Comprehensive income | 143 | 141 | 272 | 292 | |||
URNA | |||||||
Revenues: | |||||||
Equipment rentals | 1,200 | 1,155 | 3,298 | 3,069 | |||
Sales of rental equipment | 124 | 125 | 336 | 347 | |||
Sales of new equipment | 32 | 35 | 95 | 87 | |||
Contractor supplies sales | 18 | 20 | 52 | 54 | |||
Service and other revenues | 20 | 20 | 61 | 52 | |||
Total revenues | 1,394 | 1,355 | 3,842 | 3,609 | |||
Cost of revenues: | |||||||
Cost of equipment rentals, excluding depreciation | 421 | 418 | 1,194 | 1,155 | |||
Depreciation of rental equipment | 225 | 210 | 652 | 606 | |||
Cost of rental equipment sales | 75 | 73 | 192 | 203 | |||
Cost of new equipment sales | 26 | 27 | 79 | 70 | |||
Cost of contractor supplies sales | 12 | 14 | 36 | 37 | |||
Cost of service and other revenues | 10 | 8 | 25 | 18 | |||
Total cost of revenues | 769 | 750 | 2,178 | 2,089 | |||
Gross profit | 625 | 605 | 1,664 | 1,520 | |||
Selling, general and administrative expenses | 160 | 127 | 464 | 421 | |||
Merger related costs | 4 | (26) | 13 | ||||
Restructuring charge | (2) | 1 | (2) | ||||
Non-rental depreciation and amortization | 55 | 58 | 171 | 167 | |||
Operating income | 410 | 418 | 1,054 | 921 | |||
Interest (income) expense, net | 106 | 122 | 457 | 422 | |||
Other (income) expense, net | 273 | [2] | 54 | 380 | [3] | 152 | |
Income before provision for income taxes | 31 | 242 | 217 | 347 | |||
Provision for income taxes | (2) | 91 | 69 | 141 | |||
Income (loss) before equity in net earnings (loss) of subsidiaries | 33 | 151 | 148 | 206 | |||
Equity in net earnings (loss) of subsidiaries | 18 | 49 | 68 | 115 | |||
Net income | 51 | 200 | 216 | 321 | |||
Other comprehensive (loss) income | (72) | (51) | (144) | (54) | |||
Comprehensive income | (21) | 149 | 72 | 267 | |||
Guarantor Subsidiaries | |||||||
Revenues: | |||||||
Equipment rentals | 0 | 0 | 0 | 0 | |||
Sales of rental equipment | 0 | 0 | 0 | 0 | |||
Sales of new equipment | 0 | 0 | 0 | 0 | |||
Contractor supplies sales | 0 | 0 | 0 | 0 | |||
Service and other revenues | 0 | 0 | 0 | 0 | |||
Total revenues | 0 | 0 | 0 | 0 | |||
Cost of revenues: | |||||||
Cost of equipment rentals, excluding depreciation | 0 | 0 | 0 | 0 | |||
Depreciation of rental equipment | 0 | 0 | 0 | 0 | |||
Cost of rental equipment sales | 0 | 0 | 0 | 0 | |||
Cost of new equipment sales | 0 | 0 | 0 | 0 | |||
Cost of contractor supplies sales | 0 | 0 | 0 | 0 | |||
Cost of service and other revenues | 0 | 0 | 0 | 0 | |||
Total cost of revenues | 0 | 0 | 0 | 0 | |||
Gross profit | 0 | 0 | 0 | 0 | |||
Selling, general and administrative expenses | 2 | 0 | 2 | 2 | |||
Merger related costs | 0 | 0 | 0 | ||||
Restructuring charge | 0 | 0 | 0 | ||||
Non-rental depreciation and amortization | 1 | 1 | 1 | 1 | |||
Operating income | (3) | (1) | (3) | (3) | |||
Interest (income) expense, net | 1 | 0 | 3 | 3 | |||
Other (income) expense, net | (2) | [2] | (1) | (1) | [3] | (2) | |
Income before provision for income taxes | (2) | 0 | (5) | (4) | |||
Provision for income taxes | 0 | 0 | 0 | 0 | |||
Income (loss) before equity in net earnings (loss) of subsidiaries | (2) | 0 | (5) | (4) | |||
Equity in net earnings (loss) of subsidiaries | 6 | 35 | 38 | 77 | |||
Net income | 4 | 35 | 33 | 73 | |||
Other comprehensive (loss) income | (70) | (51) | (144) | (53) | |||
Comprehensive income | (66) | (16) | (111) | 20 | |||
Non Guarantor Subsidiaries - Foreign | |||||||
Revenues: | |||||||
Equipment rentals | 126 | 160 | 373 | 430 | |||
Sales of rental equipment | 17 | 15 | 45 | 41 | |||
Sales of new equipment | 6 | 7 | 15 | 18 | |||
Contractor supplies sales | 3 | 3 | 8 | 10 | |||
Service and other revenues | 4 | 4 | 11 | 13 | |||
Total revenues | 156 | 189 | 452 | 512 | |||
Cost of revenues: | |||||||
Cost of equipment rentals, excluding depreciation | 49 | 62 | 165 | 181 | |||
Depreciation of rental equipment | 24 | 26 | 72 | 76 | |||
Cost of rental equipment sales | 10 | 9 | 25 | 24 | |||
Cost of new equipment sales | 5 | 6 | 12 | 14 | |||
Cost of contractor supplies sales | 3 | 2 | 6 | 7 | |||
Cost of service and other revenues | 0 | 1 | 4 | 5 | |||
Total cost of revenues | 91 | 106 | 284 | 307 | |||
Gross profit | 65 | 83 | 168 | 205 | |||
Selling, general and administrative expenses | 21 | 23 | 59 | 66 | |||
Merger related costs | 0 | 0 | 0 | ||||
Restructuring charge | 0 | 0 | 0 | ||||
Non-rental depreciation and amortization | 6 | 7 | 18 | 19 | |||
Operating income | 38 | 53 | 91 | 120 | |||
Interest (income) expense, net | 0 | 0 | 2 | 3 | |||
Other (income) expense, net | 30 | [2] | 6 | 33 | [3] | 13 | |
Income before provision for income taxes | 8 | 47 | 56 | 104 | |||
Provision for income taxes | 2 | 12 | 18 | 27 | |||
Income (loss) before equity in net earnings (loss) of subsidiaries | 6 | 35 | 38 | 77 | |||
Equity in net earnings (loss) of subsidiaries | 0 | 0 | 0 | 0 | |||
Net income | 6 | 35 | 38 | 77 | |||
Other comprehensive (loss) income | (56) | (40) | (114) | (42) | |||
Comprehensive income | (50) | (5) | (76) | 35 | |||
Non Guarantor Subsidiaries - SPV | |||||||
Revenues: | |||||||
Equipment rentals | 0 | 0 | 0 | 0 | |||
Sales of rental equipment | 0 | 0 | 0 | 0 | |||
Sales of new equipment | 0 | 0 | 0 | 0 | |||
Contractor supplies sales | 0 | 0 | 0 | 0 | |||
Service and other revenues | 0 | 0 | 0 | 0 | |||
Total revenues | 0 | 0 | 0 | 0 | |||
Cost of revenues: | |||||||
Cost of equipment rentals, excluding depreciation | 0 | 0 | 0 | 0 | |||
Depreciation of rental equipment | 0 | 0 | 0 | 0 | |||
Cost of rental equipment sales | 0 | 0 | 0 | 0 | |||
Cost of new equipment sales | 0 | 0 | 0 | 0 | |||
Cost of contractor supplies sales | 0 | 0 | 0 | 0 | |||
Cost of service and other revenues | 0 | 0 | 0 | 0 | |||
Total cost of revenues | 0 | 0 | 0 | 0 | |||
Gross profit | 0 | 0 | 0 | 0 | |||
Selling, general and administrative expenses | 5 | 4 | 20 | 1 | |||
Merger related costs | 0 | 0 | 0 | ||||
Restructuring charge | 0 | 0 | 0 | ||||
Non-rental depreciation and amortization | 0 | 0 | 0 | 0 | |||
Operating income | (5) | (4) | (20) | (1) | |||
Interest (income) expense, net | 2 | 1 | 4 | 3 | |||
Other (income) expense, net | (27) | [2] | (25) | (74) | [3] | (65) | |
Income before provision for income taxes | 20 | 20 | 50 | 61 | |||
Provision for income taxes | 7 | 8 | 19 | 24 | |||
Income (loss) before equity in net earnings (loss) of subsidiaries | 13 | 12 | 31 | 37 | |||
Equity in net earnings (loss) of subsidiaries | 0 | 0 | 0 | 0 | |||
Net income | 13 | 12 | 31 | 37 | |||
Other comprehensive (loss) income | 0 | 0 | 0 | 0 | |||
Comprehensive income | 13 | 12 | 31 | 37 | |||
Eliminations | |||||||
Revenues: | |||||||
Equipment rentals | 0 | 0 | 0 | 0 | |||
Sales of rental equipment | 0 | 0 | 0 | 0 | |||
Sales of new equipment | 0 | 0 | 0 | 0 | |||
Contractor supplies sales | 0 | 0 | 0 | 0 | |||
Service and other revenues | 0 | 0 | 0 | 0 | |||
Total revenues | 0 | 0 | 0 | 0 | |||
Cost of revenues: | |||||||
Cost of equipment rentals, excluding depreciation | 0 | 0 | 0 | 0 | |||
Depreciation of rental equipment | 0 | 0 | 0 | 0 | |||
Cost of rental equipment sales | 0 | 0 | 0 | 0 | |||
Cost of new equipment sales | 0 | 0 | 0 | 0 | |||
Cost of contractor supplies sales | 0 | 0 | 0 | 0 | |||
Cost of service and other revenues | 0 | 0 | 0 | 0 | |||
Total cost of revenues | 0 | 0 | 0 | 0 | |||
Gross profit | 0 | 0 | 0 | 0 | |||
Selling, general and administrative expenses | 0 | 0 | 0 | 0 | |||
Merger related costs | 0 | 0 | 0 | ||||
Restructuring charge | 0 | 0 | 0 | ||||
Non-rental depreciation and amortization | 0 | 0 | 0 | 0 | |||
Operating income | 0 | 0 | 0 | 0 | |||
Interest (income) expense, net | (1) | (2) | (4) | (5) | |||
Other (income) expense, net | 0 | [2] | 0 | 0 | [3] | 0 | |
Income before provision for income taxes | 1 | 2 | 4 | 5 | |||
Provision for income taxes | 0 | 0 | 0 | 0 | |||
Income (loss) before equity in net earnings (loss) of subsidiaries | 1 | 2 | 4 | 5 | |||
Equity in net earnings (loss) of subsidiaries | (75) | (284) | (322) | (513) | |||
Net income | (74) | (282) | (318) | (508) | |||
Other comprehensive (loss) income | 198 | 142 | 402 | 149 | |||
Comprehensive income | $ 124 | $ (140) | $ 84 | $ (359) | |||
[1] | Reflected in our condensed consolidated statements of income as “Restructuring charge.” These charges are not allocated to our reportable segments. | ||||||
[2] | Other (income) expense, net includes an adjustment to the amount of royalties Holdings receives from URNA and its subsidiaries as discussed below (see Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources- Relationship between Holdings and URNA). | ||||||
[3] | Other (income) expense, net includes an adjustment to the amount of royalties Holdings receives from URNA and its subsidiaries as discussed below (see Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources- Relationship between Holdings and URNA). | ||||||
[4] | There were no material reclassifications from accumulated other comprehensive loss reflected in other comprehensive loss during 2015 or 2014. There is no tax impact related to the foreign currency translation adjustments, as the earnings are considered permanently reinvested. There were no material taxes associated with other comprehensive loss during 2015 or 2014. |
Condensed Consolidating Finan49
Condensed Consolidating Financial Information of Guarantor Subsidiaries - CONDENSED CONSOLIDATING CASH FLOW INFORMATION (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | $ 1,557 | $ 1,466 |
Net cash used in investing activities | (1,192) | (1,906) |
Net cash (used in) provided by financing activities | (328) | 441 |
Effect of foreign exchange rates | (24) | (8) |
Net increase (decrease) in cash and cash equivalents | 13 | (7) |
Cash and cash equivalents at beginning of period | 158 | 175 |
Cash and cash equivalents at end of period | 171 | 168 |
Parent | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 9 | 11 |
Net cash used in investing activities | (9) | (11) |
Net cash (used in) provided by financing activities | 0 | 0 |
Effect of foreign exchange rates | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 |
URNA | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 1,440 | 1,369 |
Net cash used in investing activities | (1,062) | (1,696) |
Net cash (used in) provided by financing activities | (370) | 349 |
Effect of foreign exchange rates | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 8 | 22 |
Cash and cash equivalents at beginning of period | 8 | 17 |
Cash and cash equivalents at end of period | 16 | 39 |
Guarantor Subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | (2) | 3 |
Net cash used in investing activities | 0 | 0 |
Net cash (used in) provided by financing activities | 2 | (3) |
Effect of foreign exchange rates | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 |
Non Guarantor Subsidiaries - Foreign | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 157 | 180 |
Net cash used in investing activities | (121) | (199) |
Net cash (used in) provided by financing activities | (7) | (2) |
Effect of foreign exchange rates | (24) | (8) |
Net increase (decrease) in cash and cash equivalents | 5 | (29) |
Cash and cash equivalents at beginning of period | 150 | 158 |
Cash and cash equivalents at end of period | 155 | 129 |
Non Guarantor Subsidiaries - SPV | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | (47) | (97) |
Net cash used in investing activities | 0 | 0 |
Net cash (used in) provided by financing activities | 47 | 97 |
Effect of foreign exchange rates | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | 0 | 0 |
Eliminations | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 0 | 0 |
Net cash used in investing activities | 0 | 0 |
Net cash (used in) provided by financing activities | 0 | 0 |
Effect of foreign exchange rates | 0 | 0 |
Net increase (decrease) in cash and cash equivalents | 0 | 0 |
Cash and cash equivalents at beginning of period | 0 | 0 |
Cash and cash equivalents at end of period | $ 0 | $ 0 |