Condensed Consolidating Financial Information of Guarantor Subsidiaries | Condensed Consolidating Financial Information of Guarantor Subsidiaries URNA is 100 percent owned by Holdings (“Parent”) and has certain outstanding 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”). 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 or contributed 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, designating the guarantor subsidiary as an unrestricted subsidiary for purposes of the applicable covenants or, other than with respect to the guarantees of the 5 3 / 4 percent Senior Notes due 2024, the notes being rated investment grade by both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., or, in certain circumstances, another rating agency selected by URNA. 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 share repurchases and dividend payments. As of June 30, 2018 , the amount available for distribution under the most restrictive of these covenants was $ 804 . The Company’s total available capacity for making share repurchases and dividend payments includes the intercompany receivable balance of Parent. As of June 30, 2018 , our total available capacity for making share repurchases and dividend payments, which includes URNA’s capacity to make restricted payments and the intercompany receivable balance of Parent, was $2.001 billion . The condensed consolidating financial information of Parent and its subsidiaries is as follows: CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2018 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV ASSETS Cash and cash equivalents $ — $ 44 $ — $ 73 $ — $ — $ 117 Accounts receivable, net — — — 109 1,094 — 1,203 Intercompany receivable (payable) 1,197 (1,083 ) (98 ) (16 ) — — — Inventory — 85 — 9 — — 94 Prepaid expenses and other assets — 89 — 3 — — 92 Total current assets 1,197 (865 ) (98 ) 178 1,094 — 1,506 Rental equipment, net — 7,642 — 571 — — 8,213 Property and equipment, net 45 354 41 40 — — 480 Investments in subsidiaries 1,939 1,053 908 — — (3,900 ) — Goodwill — 3,842 — 254 — — 4,096 Other intangible assets, net — 758 — 40 — — 798 Other long-term assets 6 9 — — — — 15 Total assets $ 3,187 $ 12,793 $ 851 $ 1,083 $ 1,094 $ (3,900 ) $ 15,108 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Short-term debt and current maturities of long-term debt $ 1 $ 28 $ — $ 2 $ 869 $ — $ 900 Accounts payable — 787 — 72 — — 859 Accrued expenses and other liabilities — 429 13 27 1 — 470 Total current liabilities 1 1,244 13 101 870 — 2,229 Long-term debt — 8,074 9 3 — — 8,086 Deferred taxes 22 1,416 — 71 — — 1,509 Other long-term liabilities — 120 — — — — 120 Total liabilities 23 10,854 22 175 870 — 11,944 Total stockholders’ equity (deficit) 3,164 1,939 829 908 224 (3,900 ) 3,164 Total liabilities and stockholders’ equity (deficit) $ 3,187 $ 12,793 $ 851 $ 1,083 $ 1,094 $ (3,900 ) $ 15,108 CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2017 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV ASSETS Cash and cash equivalents $ — $ 23 $ — $ 329 $ — $ — $ 352 Accounts receivable, net — 56 — 119 1,058 — 1,233 Intercompany receivable (payable) 887 (677 ) (198 ) (124 ) — 112 — Inventory — 68 — 7 — — 75 Prepaid expenses and other assets 4 219 111 2 — (224 ) 112 Total current assets 891 (311 ) (87 ) 333 1,058 (112 ) 1,772 Rental equipment, net — 7,264 — 560 — — 7,824 Property and equipment, net 41 352 32 42 — — 467 Investments in subsidiaries 2,194 1,148 1,087 — — (4,429 ) — Goodwill — 3,815 — 267 — — 4,082 Other intangible assets, net — 827 — 48 — — 875 Other long-term assets 3 7 — — — — 10 Total assets $ 3,129 $ 13,102 $ 1,032 $ 1,250 $ 1,058 $ (4,541 ) $ 15,030 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Short-term debt and current maturities of long-term debt $ 1 $ 25 $ — $ 2 $ 695 $ — $ 723 Accounts payable — 366 — 43 — — 409 Accrued expenses and other liabilities — 477 17 41 1 — 536 Total current liabilities 1 868 17 86 696 — 1,668 Long-term debt 1 8,596 117 3 — — 8,717 Deferred taxes 21 1,324 — 74 — — 1,419 Other long-term liabilities — 120 — — — — 120 Total liabilities 23 10,908 134 163 696 — 11,924 Total stockholders’ equity (deficit) 3,106 2,194 898 1,087 362 (4,541 ) 3,106 Total liabilities and stockholders’ equity (deficit) $ 3,129 $ 13,102 $ 1,032 $ 1,250 $ 1,058 $ (4,541 ) $ 15,030 CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended June 30, 2018 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Revenues: Equipment rentals $ — $ 1,507 $ — $ 124 $ — $ — $ 1,631 Sales of rental equipment — 143 — 14 — — 157 Sales of new equipment — 40 — 4 — — 44 Contractor supplies sales — 21 — 3 — — 24 Service and other revenues — 29 — 6 — — 35 Total revenues — 1,740 — 151 — — 1,891 Cost of revenues: Cost of equipment rentals, excluding depreciation — 561 — 59 — — 620 Depreciation of rental equipment — 298 — 25 — — 323 Cost of rental equipment sales — 85 — 7 — — 92 Cost of new equipment sales — 34 — 4 — — 38 Cost of contractor supplies sales — 14 — 2 — — 16 Cost of service and other revenues — 16 — 4 — — 20 Total cost of revenues — 1,008 — 101 — — 1,109 Gross profit — 732 — 50 — — 782 Selling, general and administrative expenses (35 ) 242 — 23 9 — 239 Merger related costs — 2 — — — — 2 Restructuring charge — 4 — — — — 4 Non-rental depreciation and amortization 4 58 — 5 — — 67 Operating income (loss) 31 426 — 22 (9 ) — 470 Interest (income) expense, net (8 ) 115 — — 5 — 112 Other (income) expense, net (156 ) 172 — 13 (30 ) — (1 ) Income before provision for income taxes 195 139 — 9 16 — 359 Provision for income taxes 43 40 — 2 4 — 89 Income before equity in net earnings (loss) of subsidiaries 152 99 — 7 12 — 270 Equity in net earnings (loss) of subsidiaries 118 19 7 — — (144 ) — Net income (loss) 270 118 7 7 12 (144 ) 270 Other comprehensive (loss) income (20 ) (20 ) (21 ) (90 ) — 131 (20 ) Comprehensive income (loss) $ 250 $ 98 $ (14 ) $ (83 ) $ 12 $ (13 ) $ 250 CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME For the Three Months Ended June 30, 2017 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Revenues: Equipment rentals $ — $ 1,262 $ — $ 105 $ — $ — $ 1,367 Sales of rental equipment — 121 — 12 — — 133 Sales of new equipment — 42 — 5 — — 47 Contractor supplies sales — 19 — 2 — — 21 Service and other revenues — 24 — 5 — — 29 Total revenues — 1,468 — 129 — — 1,597 Cost of revenues: Cost of equipment rentals, excluding depreciation — 472 — 53 — — 525 Depreciation of rental equipment — 245 — 21 — — 266 Cost of rental equipment sales — 75 — 6 — — 81 Cost of new equipment sales — 35 — 5 — — 40 Cost of contractor supplies sales — 13 — 2 — — 15 Cost of service and other revenues — 14 — 1 — — 15 Total cost of revenues — 854 — 88 — — 942 Gross profit — 614 — 41 — — 655 Selling, general and administrative expenses 19 171 — 21 7 — 218 Merger related costs — 14 — — — — 14 Restructuring charge — 19 — — — — 19 Non-rental depreciation and amortization 4 56 — 4 — — 64 Operating (loss) income (23 ) 354 — 16 (7 ) — 340 Interest (income) expense, net (3 ) 115 — (1 ) 3 (1 ) 113 Other (income) expense, net (131 ) 141 — 11 (23 ) — (2 ) Income before provision for income taxes 111 98 — 6 13 1 229 Provision for income taxes 42 39 — 2 5 — 88 Income before equity in net earnings (loss) of subsidiaries 69 59 — 4 8 1 141 Equity in net earnings (loss) of subsidiaries 72 13 4 — — (89 ) — Net income (loss) 141 72 4 4 8 (88 ) 141 Other comprehensive income (loss) 25 25 26 21 — (72 ) 25 Comprehensive income (loss) $ 166 $ 97 $ 30 $ 25 $ 8 $ (160 ) $ 166 CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME For the Six Months Ended June 30, 2018 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Revenues: Equipment rentals $ — $ 2,853 $ — $ 237 $ — $ — $ 3,090 Sales of rental equipment — 307 — 31 — — 338 Sales of new equipment — 77 — 9 — — 86 Contractor supplies sales — 36 — 6 — — 42 Service and other revenues — 60 — 9 — — 69 Total revenues — 3,333 — 292 — — 3,625 Cost of revenues: Cost of equipment rentals, excluding depreciation — 1,096 — 116 — — 1,212 Depreciation of rental equipment — 595 — 50 — — 645 Cost of rental equipment sales — 183 — 16 — — 199 Cost of new equipment sales — 67 — 8 — — 75 Cost of contractor supplies sales — 24 — 4 — — 28 Cost of service and other revenues — 33 — 5 — — 38 Total cost of revenues — 1,998 — 199 — — 2,197 Gross profit — 1,335 — 93 — — 1,428 Selling, general and administrative expenses 5 407 — 42 17 — 471 Merger related costs — 3 — — — — 3 Restructuring charge — 6 — — — — 6 Non-rental depreciation and amortization 8 120 — 10 — — 138 Operating (loss) income (13 ) 799 — 41 (17 ) — 810 Interest (income) expense, net (15 ) 227 1 (1 ) 10 (1 ) 221 Other (income) expense, net (297 ) 333 — 24 (62 ) — (2 ) Income (loss) before provision for income taxes 299 239 (1 ) 18 35 1 591 Provision for income taxes 60 64 — 5 9 — 138 Income (loss) before equity in net earnings (loss) of subsidiaries 239 175 (1 ) 13 26 1 453 Equity in net earnings (loss) of subsidiaries 214 39 13 — — (266 ) — Net income (loss) 453 214 12 13 26 (265 ) 453 Other comprehensive (loss) income (45 ) (45 ) (46 ) (113 ) — 204 (45 ) Comprehensive income (loss) $ 408 $ 169 $ (34 ) $ (100 ) $ 26 $ (61 ) $ 408 CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME For the Six Months Ended June 30, 2017 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Revenues: Equipment rentals $ — $ 2,332 $ — $ 201 $ — $ — $ 2,533 Sales of rental equipment — 216 — 23 — — 239 Sales of new equipment — 77 — 9 — — 86 Contractor supplies sales — 35 — 4 — — 39 Service and other revenues — 48 — 8 — — 56 Total revenues — 2,708 — 245 — — 2,953 Cost of revenues: Cost of equipment rentals, excluding depreciation — 895 — 104 — — 999 Depreciation of rental equipment — 472 — 42 — — 514 Cost of rental equipment sales — 129 — 12 — — 141 Cost of new equipment sales — 66 — 8 — — 74 Cost of contractor supplies sales — 25 — 3 — — 28 Cost of service and other revenues — 25 — 3 — — 28 Total cost of revenues — 1,612 — 172 — — 1,784 Gross profit — 1,096 — 73 — — 1,169 Selling, general and administrative expenses 42 316 — 38 15 — 411 Merger related costs — 16 — — — — 16 Restructuring charge — 19 — — — — 19 Non-rental depreciation and amortization 8 108 — 10 — — 126 Operating (loss) income (50 ) 637 — 25 (15 ) — 597 Interest (income) expense, net (5 ) 208 1 — 5 (2 ) 207 Other (income) expense, net (243 ) 265 — 23 (45 ) — — Income (loss) before provision for income taxes 198 164 (1 ) 2 25 2 390 Provision for income taxes 63 67 — — 10 — 140 Income (loss) before equity in net earnings (loss) of subsidiaries 135 97 (1 ) 2 15 2 250 Equity in net earnings (loss) of subsidiaries 115 18 2 — — (135 ) — Net income (loss) 250 115 1 2 15 (133 ) 250 Other comprehensive income (loss) 33 33 34 28 — (95 ) 33 Comprehensive income (loss) $ 283 $ 148 $ 35 $ 30 $ 15 $ (228 ) $ 283 CONDENSED CONSOLIDATING CASH FLOW INFORMATION For the Six Months Ended June 30, 2018 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Net cash provided by (used in) operating activities $ 12 $ 1,714 $ (1 ) $ (66 ) $ (10 ) $ — $ 1,649 Net cash used in investing activities (12 ) (920 ) — (73 ) — — (1,005 ) Net cash (used in) provided by financing activities — (773 ) 1 (108 ) 10 — (870 ) Effect of foreign exchange rates — — — (9 ) — — (9 ) Net increase (decrease) in cash and cash equivalents — 21 — (256 ) — — (235 ) Cash and cash equivalents at beginning of period — 23 — 329 — — 352 Cash and cash equivalents at end of period $ — $ 44 $ — $ 73 $ — $ — $ 117 CONDENSED CONSOLIDATING CASH FLOW INFORMATION For the Six Months Ended June 30, 2017 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Net cash provided by (used in) operating activities $ 10 $ 1,297 $ (1 ) $ 78 $ (55 ) $ — $ 1,329 Net cash used in investing activities (10 ) (1,624 ) — (50 ) — — (1,684 ) Net cash provided by (used in) financing activities — 315 1 (1 ) 55 — 370 Effect of foreign exchange rates — — — 11 — — 11 Net (decrease) increase in cash and cash equivalents — (12 ) — 38 — — 26 Cash and cash equivalents at beginning of period — 21 — 291 — — 312 Cash and cash equivalents at end of period $ — $ 9 $ — $ 329 $ — $ — $ 338 |