Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 17, 2017 | |
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 | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 84,540,070 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 338 | $ 312 |
Accounts receivable, net of allowance for doubtful accounts of $59 at June 30, 2017 and $54 at December 31, 2016 | 990 | 920 |
Inventory | 78 | 68 |
Prepaid expenses and other assets | 77 | 61 |
Total current assets | 1,483 | 1,361 |
Goodwill | 3,468 | 3,260 |
Other intangible assets, net | 798 | 742 |
Other long-term assets | 10 | 6 |
Total assets | 13,284 | 11,988 |
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||
Short-term debt and current maturities of long-term debt | 644 | 597 |
Accounts payable | 692 | 243 |
Accrued expenses and other liabilities | 408 | 344 |
Total current liabilities | 1,744 | 1,184 |
Long-term debt | 7,571 | 7,193 |
Deferred taxes | 1,952 | 1,896 |
Other long-term liabilities | 69 | 67 |
Total liabilities | 11,336 | 10,340 |
Common stock—$0.01 par value, 500,000,000 shares authorized, 112,302,008 and 84,538,835 shares issued and outstanding, respectively, at June 30, 2017 and 111,985,215 and 84,222,042 shares issued and outstanding, respectively, at December 31, 2016 | 1 | 1 |
Additional paid-in capital | 2,300 | 2,288 |
Retained earnings | 1,909 | 1,654 |
Treasury stock at cost—27,763,173 shares at June 30, 2017 and December 31, 2016 | (2,077) | (2,077) |
Accumulated other comprehensive loss | (185) | (218) |
Total stockholders’ equity (deficit) | 1,948 | 1,648 |
Total liabilities and stockholders’ equity (deficit) | 13,284 | 11,988 |
Rental equipment, net | ||
ASSETS | ||
Property, plant and equipment, net | 7,076 | 6,189 |
Property and equipment, net | ||
ASSETS | ||
Property, plant and equipment, net | $ 449 | $ 430 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 59 | $ 54 |
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 | 112,302,008 | 111,985,215 |
Common stock, shares outstanding | 84,538,835 | 84,222,042 |
Treasury stock, shares | 27,763,173 | 27,763,173 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues: | ||||
Equipment rentals | $ 1,367 | $ 1,204 | $ 2,533 | $ 2,321 |
Sales of rental equipment | 133 | 134 | 239 | 249 |
Sales of new equipment | 47 | 36 | 86 | 66 |
Contractor supplies sales | 21 | 22 | 39 | 41 |
Service and other revenues | 29 | 25 | 56 | 54 |
Total revenues | 1,597 | 1,421 | 2,953 | 2,731 |
Cost of revenues: | ||||
Cost of equipment rentals, excluding depreciation | 525 | 456 | 999 | 905 |
Depreciation of rental equipment | 266 | 242 | 514 | 485 |
Cost of rental equipment sales | 81 | 79 | 141 | 147 |
Cost of new equipment sales | 40 | 29 | 74 | 54 |
Cost of contractor supplies sales | 15 | 15 | 28 | 28 |
Cost of service and other revenues | 15 | 10 | 28 | 22 |
Total cost of revenues | 942 | 831 | 1,784 | 1,641 |
Gross profit | 655 | 590 | 1,169 | 1,090 |
Selling, general and administrative expenses | 218 | 177 | 411 | 354 |
Merger related costs | 14 | 0 | 16 | 0 |
Restructuring charge | 19 | 2 | 19 | 4 |
Non-rental depreciation and amortization | 64 | 64 | 126 | 131 |
Operating (loss) income | 340 | 347 | 597 | 601 |
Interest expense, net | 113 | 132 | 207 | 239 |
Other income, net | (2) | (2) | 0 | (2) |
Income before provision for income taxes | 229 | 217 | 390 | 364 |
Provision for income taxes | 88 | 83 | 140 | 138 |
Net income | $ 141 | $ 134 | $ 250 | $ 226 |
Basic earnings per share (in dollars per share) | $ 1.67 | $ 1.52 | $ 2.95 | $ 2.53 |
Diluted earnings per share (in dollars per share) | $ 1.65 | $ 1.52 | $ 2.92 | $ 2.52 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Statement of Comprehensive Income [Abstract] | |||||
Net income | $ 141 | $ 134 | $ 250 | $ 226 | |
Other comprehensive income (loss), net of tax: | |||||
Foreign currency translation adjustments | 25 | (2) | 34 | 60 | |
Fixed price diesel swaps | 0 | 2 | (1) | 3 | |
Other comprehensive income | 25 | 0 | 33 | 63 | |
Comprehensive income (loss) | [1] | $ 166 | $ 134 | $ 283 | $ 289 |
[1] | There were no material reclassifications from accumulated other comprehensive loss reflected in other comprehensive income during 2017 or 2016. 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 income during 2017 or 2016. |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) (Parenthetical) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Reclassifications from accumulated other comprehensive income reflected in other comprehensive income | $ 0 | $ 0 | $ 0 | $ 0 |
Tax impact related to foreign currency translation adjustments | 0 | 0 | 0 | 0 |
Taxes associated with other comprehensive income | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) - 6 months ended Jun. 30, 2017 - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive (Loss) Income | [2] | ||
Balance (in shares) at Dec. 31, 2016 | 84 | [1] | 28 | ||||||
Balance at Dec. 31, 2016 | $ 1,648 | $ 1 | $ 2,288 | $ 1,654 | $ (2,077) | $ (218) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 250 | 250 | |||||||
Foreign currency translation adjustments | 34 | 34 | |||||||
Fixed price diesel swaps | (1) | (1) | |||||||
Stock compensation expense, net (in shares) | [1] | 1 | |||||||
Stock compensation expense, net | 40 | ||||||||
Exercise of common stock options | 1 | ||||||||
Shares repurchased and retired | (24) | ||||||||
Other | (5) | ||||||||
Balance (in shares) at Jun. 30, 2017 | 85 | [1] | 28 | ||||||
Balance at Jun. 30, 2017 | $ 1,948 | $ 1 | $ 2,300 | $ 1,909 | $ (2,077) | $ (185) | |||
[1] | Common stock outstanding decreased by approximately 8 million net shares during the year ended December 31, 2016. | ||||||||
[2] | The Accumulated Other Comprehensive Loss balance primarily reflects foreign currency translation adjustments. |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) (Parenthetical) shares in Millions | 12 Months Ended |
Dec. 31, 2016shares | |
Statement of Stockholders' Equity [Abstract] | |
Decrease in common stock outstanding (in shares) | 8 |
CONDENSED CONSOLIDATED STATEME9
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows From Operating Activities: | ||
Net income | $ 250 | $ 226 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 640 | 616 |
Amortization of deferred financing costs and original issue discounts | 4 | 4 |
Gain on sales of rental equipment | (98) | (102) |
Gain on sales of non-rental equipment | (3) | (1) |
Stock compensation expense, net | 40 | 22 |
Merger related costs | 16 | 0 |
Restructuring charge | 19 | 4 |
Loss on repurchase/redemption of debt securities and amendment of ABL facility | 12 | 26 |
Excess tax benefits from share-based payment arrangements | 0 | (53) |
Increase in deferred taxes | 40 | 69 |
Changes in operating assets and liabilities, net of amounts acquired: | ||
(Increase) decrease in accounts receivable | (16) | 68 |
Increase in inventory | (5) | (2) |
(Increase) decrease in prepaid expenses and other assets | (7) | 64 |
Increase in accounts payable | 429 | 337 |
Increase (decrease) in accrued expenses and other liabilities | 16 | (31) |
Net cash provided by operating activities | 1,337 | 1,247 |
Cash Flows From Investing Activities: | ||
Purchases of other companies, net of cash acquired | (965) | (14) |
Purchases of investments | (4) | 0 |
Net cash used in investing activities | (1,692) | (522) |
Cash Flows From Financing Activities: | ||
Proceeds from debt | 3,943 | 3,964 |
Payments of debt | (3,543) | (4,320) |
Proceeds from the exercise of common stock options | 1 | 0 |
Common stock repurchased | (24) | (336) |
Payments of financing costs | (7) | (12) |
Excess tax benefits from share-based payment arrangements | 0 | 53 |
Net cash provided by (used in) financing activities | 370 | (651) |
Effect of foreign exchange rates | 11 | 12 |
Net (decrease) increase in cash and cash equivalents | 26 | 86 |
Cash and cash equivalents at beginning of period | 312 | 179 |
Cash and cash equivalents at end of period | 338 | 265 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes, net | 59 | 3 |
Cash paid for interest | 177 | 219 |
Rental equipment | ||
Cash Flows From Investing Activities: | ||
Purchases of equipment | (913) | (722) |
Proceeds from sales of equipment | 239 | 249 |
Non-rental equipment | ||
Cash Flows From Investing Activities: | ||
Purchases of equipment | (55) | (42) |
Proceeds from sales of equipment | $ 6 | $ 7 |
Organization, Description of Bu
Organization, Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
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, 2016 (the “ 2016 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 2016 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 Leases . In March 2016, the Financial Accounting Standards Board (“FASB”) issued guidance ("Topic 842") to increase transparency and comparability among organizations by requiring i) recognition of lease assets and lease liabilities on the balance sheet and ii) disclosure of key information about leasing arrangements. Some changes to the lessor accounting guidance were made to align both of the following: i) the lessor accounting guidance with certain changes made to the lessee accounting guidance and ii) key aspects of the lessor accounting model with revenue recognition guidance. Topic 842 will be effective for fiscal years and interim periods beginning after December 15, 2018, and early adoption is permitted. A modified retrospective approach is required for adoption for all leases that exist at or commence after the date of initial application with an option to use certain practical expedients. We expect to adopt this guidance when effective. As discussed below, most of our equipment rental revenues, which accounted for 86 percent of total revenues for the six months ended June 30, 2017 , will be accounted for under the current lease accounting standard ("Topic 840") until the adoption of Topic 842. While our review of the equipment rental revenue accounting under Topic 842 is ongoing, we have tentatively concluded that no significant changes are expected to the accounting for most of our equipment rental revenues upon adoption of Topic 842. Under Topic 842, our operating leases, which include both real estate and non-rental equipment, will result in lease assets and lease liabilities being recognized on the balance sheet. We lease a significant portion of our branch locations, and also lease other premises used for purposes such as district and regional offices and service centers. We expect that the quantification of the amount of the lease assets and lease liabilities that we will recognize on our balance sheet will take a significant amount of time given the size of our lease portfolio. While our review of the lessee accounting requirements of Topic 842 is ongoing, we believe that the impact on our balance sheet, while not currently estimable, will be significant. Revenue from Contracts with Customers . In May 2014, and in subsequent updates, the FASB issued guidance ("Topic 606") 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. This guidance will be effective for fiscal years and interim periods beginning after December 15, 2017, and early adoption (for fiscal years and interim periods beginning after December 15, 2016) is permitted. We expect to adopt this guidance when effective. Upon adoption of Topic 606, we will recognize revenue in accordance with two different accounting standards: 1) Topic 606 and 2) Topic 840. As discussed above, we expect to adopt Topic 842, an update to Topic 840, when it becomes effective, on January 1, 2019. While our review of our revenue accounting is ongoing, we expect that most of our equipment rental revenues, which accounted for 86 percent of total revenues for the six months ended June 30, 2017 , will be accounted for under Topic 840 until the adoption of Topic 842, and that our non-equipment rental revenues will be accounted for under Topic 606. While our review of our non-equipment rental revenue accounting is ongoing, we do not believe that Topic 606 will have a significant impact on our financial statements. We are also evaluating the disclosure requirements of Topic 606, as well as its impact on our internal controls over financial reporting. Statement of Cash Flows. In August 2016, the FASB issued guidance to reduce the diversity in the presentation of certain cash receipts and cash payments presented and classified in the statement of cash flows. The guidance addresses the following specific cash flow issues: (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investees, (7) beneficial interests in securitization transitions and (8) separately identifiable cash flows and application of predominance principle. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2017, and early adoption is permitted. The guidance requires retrospective adoption. We expect to adopt this guidance when effective, and do not expect the guidance to have a significant impact on our financial statements. Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued guidance that will require companies to present assets held at amortized cost and available for sale debt securities net of the amount expected to be collected. The guidance requires the measurement of expected credit losses to be based on relevant information from past events, including historical experiences, current conditions and reasonable and supportable forecasts that affect collectibility. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2019 and early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Different components of the guidance require modified retrospective or prospective adoption. We are currently assessing whether we will early adopt, and the impact on our financial statements is not currently estimable. Intra-Entity Transfers of Assets Other Than Inventory. In October 2016, the FASB issued guidance that will require companies to recognize the income tax effects of intra-entity sales and transfers of assets other than inventory in the period in which the transfer occurs. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2017, and early adoption is permitted. The guidance requires modified retrospective adoption. We expect to adopt this guidance when effective, and do not expect the guidance to have a significant impact on our financial statements. Simplifying the Test for Goodwill Impairment . In January 2017, the FASB issued guidance intended to simplify the subsequent accounting for goodwill acquired in a business combination. Prior guidance required utilizing a two-step process to review goodwill for impairment. A second step was required if there was an indication that an impairment may exist, and the second step required calculating the potential impairment by comparing the implied fair value of the reporting unit's goodwill (as if purchase accounting were performed on the testing date) with the carrying amount of the goodwill. The new guidance eliminates the second step from the goodwill impairment test. Under the new guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and then recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value (although the loss should not exceed the total amount of goodwill allocated to the reporting unit). The guidance requires prospective adoption and will be effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption of this guidance is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We expect to adopt this guidance when effective, and do not expect it to have a significant impact on our financial statements. Clarifying the Definition of a Business . In January 2017, the FASB issued guidance to clarify the definition of a business with the objective of assisting entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is intended to make determining when a set of assets and activities is a business more consistent and cost-efficient. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2017 and early adoption is permitted for transactions that occurred before the issuance date or effective date of the guidance if the transactions were not reported in financial statements that have been issued or made available for issuance. We are currently assessing whether we will early adopt, and the impact on our financial statements is not currently estimable. Stock Compensation: Scope of Modification Accounting . In May 2017, the FASB issued guidance to provide clarity and reduce both the (1) diversity in practice and (2) cost and complexity when changing the terms or conditions of share-based payment awards. Under the updated guidance, a modification is defined as a change in the terms or conditions of a share-based payment award, and an entity should account for the effects of a modification unless all of the following are met: 1. The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation techniques that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. 2. The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. 3. The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. This guidance requires prospective adoption and will be effective for fiscal years and interim periods beginning after December 15, 2017, and early adoption is permitted. The majority of our modifications relate to the acceleration of vesting conditions and we would continue to be required to account for the effects of such modifications under the updated guidance. We are currently assessing whether we will early adopt and do not expect that this guidance will have a significant impact on our financial statements. Guidance Adopted in 2017 Improvements to Employee Share-Based Payment Accounting. In the first quarter of 2017, we adopted guidance that simplified several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. We prospectively adopted the amendments in this guidance that relate to the classification of excess tax benefits from share-based payment arrangements on the statement of cash flows. The excess tax benefits from share-based payment arrangements result from stock-based compensation windfall deductions in excess of the amounts reported for financial reporting purposes. In the six months ended June 30, 2017 , we recognized $ 8 of such excess tax benefits, and, pursuant to the adopted guidance, net income increased by $ 8 , or $0.09 per diluted share, reflecting the tax reduction associated with the excess tax benefits. Prior periods have not been adjusted to reflect the new guidance related to the classification of the excess tax benefits, as we have elected to prospectively adopt such guidance. Accordingly, our statement of cash flows for the six months ended June 30, 2016 reflects $ 53 of such excess tax benefits within net cash used in financing activities. All of the excess tax benefits for the six months ended June 30, 2016 pertain to share based payments that vested prior to 2016, and, accordingly, would not have impacted net income under the new guidance. Other significant components of the adopted guidance include: • The guidance requires that cash paid by an employer to a taxing authority when directly withholding shares for tax-withholding purposes should be classified as a financing activity on the statement of cash flows. We have historically classified such payments as financing activities, so no retrospective change was required to our 2016 statement of cash flows. • Certain aspects of the guidance require a cumulative change to retained earnings upon adoption. Upon adopting this guidance, we elected to record forfeitures of share-based payments as they occur. Making such an election requires a cumulative change to retained earnings upon adoption. However, we historically adjusted estimated forfeitures to reflect actual forfeitures annually, as a result of which no change to retained earnings was required. In 2016, we utilized all of the prior federal excess tax benefits from share-based payments that vested through 2016, and, accordingly, no change to retained earnings was required associated with federal excess tax benefits from share-based payments. A $ 5 change to retained earnings was required associated with state excess tax benefits from share-based payments that were not previously recognized because the related tax deduction had not reduced taxes payable. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions In April 2017, we completed the acquisition of NES Rentals Holdings II, Inc. (“NES”). NES was a provider of rental equipment with 73 branches located throughout the eastern half of the U.S., and had approximately 1,100 employees and approximately $ 900 of rental assets at original equipment cost as of December 31, 2016. NES had annual revenues of approximately $ 369 . The acquisition is expected to: • Increase our density in strategically important markets, including the East Coast, Gulf States and the Midwest; • Strengthen our relationships with local and strategic accounts in the construction and industrial sectors, which we expect will enhance cross-selling opportunities and drive revenue synergies; and • Create meaningful opportunities for cost synergies in areas such as corporate overhead, operational efficiencies and purchasing. The aggregate consideration paid to holders of NES common stock and options was approximately $964 . The acquisition and related fees and expenses were funded through available cash, drawings on our senior secured asset-based revolving credit facility (“ABL facility”) and new debt issuances. See note 8 to the condensed consolidated financial statements for additional detail on the debt issuances. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. The purchase price allocations for these assets and liabilities are based on preliminary valuations and are subject to change as we obtain additional information during the acquisition measurement period. Accounts receivable, net of allowance for doubtful accounts (1) $ 51 Inventory 4 Rental equipment 571 Property and equipment 48 Intangibles (2) 139 Other assets 6 Total identifiable assets acquired 819 Short-term debt and current maturities of long-term debt (3) (3 ) Current liabilities (26 ) Deferred taxes (14 ) Long-term debt (3) (6 ) Other long-term liabilities (5 ) Total liabilities assumed (54 ) Net identifiable assets acquired 765 Goodwill (4) 199 Net assets acquired $ 964 (1) The fair value of accounts receivables acquired was $51 , and the gross contractual amount was $54 . 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 $ 138 10 Non-compete agreements 1 1 Total $ 139 (3) The acquired debt reflects capital lease obligations. (4) All of the goodwill was assigned to our general rentals segment. The level of goodwill that resulted from the acquisition is primarily reflective of NES's going-concern value, the value of NES'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. $1 of goodwill is expected to be deductible for income tax purposes. The three and six months ended June 30, 2017 include NES acquisition-related costs of $14 and $16 , respectively, which are reflected as “Merger related costs” in our condensed consolidated statements of income. The merger related costs are comprised of financial and legal advisory fees. In addition to the acquisition-related costs reflected in our condensed consolidated statements of income, the debt issuance costs and the original issue premiums associated with the issuance of debt to fund the acquisition are reflected, net of amortization subsequent to the acquisition date, in long-term debt in our condensed consolidated balance sheets. See note 8 to the condensed consolidated financial statements for additional detail on the debt issuances. Since the acquisition date, significant amounts of fleet have been moved between URI locations and the acquired NES locations, and it is not practicable to reasonably estimate the amounts of revenue and earnings of NES since the acquisition date. The impact of the NES acquisition on our equipment rentals revenue is primarily reflected in the increases in the volume of OEC on rent of 17.4 percent and 12.4 percent for the three and six months ended June 30, 2017 , respectively. The pro forma information below has been prepared using the purchase method of accounting, giving effect to the NES acquisition as if it had been completed on January 1, 2016 (“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 pro forma information includes adjustments to record the assets and liabilities of NES at their respective fair values based on available information and to give effect to the financing for the acquisition and related transactions. The pro forma adjustments reflected in the table below are subject to change as additional analysis is performed. The purchase price allocations for the assets acquired and liabilities assumed are based on preliminary valuations and are subject to change as we obtain additional information during the acquisition measurement period. Increases or decreases in the estimated fair values of the net assets acquired may impact our statements of income in future periods. We expect that the values assigned to the assets acquired and liabilities assumed will be finalized in 2017. The table below presents unaudited pro forma consolidated income statement information as if NES had been included in our consolidated results for the entire periods reflected: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 United Rentals historic revenues $ 1,597 $ 1,421 $ 2,953 $ 2,731 NES historic revenues — 90 81 171 Pro forma revenues 1,597 1,511 3,034 2,902 United Rentals historic pretax income 229 217 390 364 NES historic pretax income (loss) — 3 (12 ) 5 Combined pretax income 229 220 378 369 Pro forma adjustments to combined pretax income: Impact of fair value mark-ups/useful life changes on depreciation (1) — (10 ) (9 ) (19 ) Impact of the fair value mark-up of acquired NES fleet on cost of rental equipment sales (2) — — (1 ) — Gain on sale of equity interest (3) — — — (7 ) Interest expense (4) — (10 ) (9 ) (19 ) Elimination of historic NES interest (5) — 10 12 19 Elimination of merger related costs (6) 14 — 16 — Restructuring charges (7) 18 (9 ) 18 (18 ) Pro forma pretax income $ 261 $ 201 $ 405 $ 325 (1) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the NES acquisition. The useful lives assigned to such equipment did not change significantly from the lives historically used by NES. (2) Cost of rental equipment sales was adjusted for the fair value mark-ups of rental equipment acquired in the NES acquisition. (3) In 2016, NES sold its equity interest in a successor company and recognized a gain of $ 7 . This gain was eliminated as the equity interest that was sold is not a component of the combined company. (4) To partially fund the NES acquisition, URNA issued an aggregate of $ 500 principal amount of debt, as discussed in note 8 to the condensed consolidated financial statements. Drawings on the ABL facility were also used to partially fund the purchase price. Interest expense was adjusted to reflect these changes in our debt portfolio. (5) NES historic interest on debt that is not part of the combined entity was eliminated. (6) Merger related costs comprised of financial and legal advisory fees associated with the NES acquisition were eliminated as they were assumed to have been recognized prior to the pro forma acquisition date. (7) We expect to recognize restructuring charges primarily comprised of severance costs and branch closure charges associated with the acquisition over a period of approximately one year following the acquisition date, which, for the pro forma presentation, was January 1, 2016 . As such, the restructuring charges recognized in 2017 were moved to 2016. The restructuring charges reflected in our condensed consolidated statements of income also include non-NES restructuring charges, as discussed in note 4 to the condensed consolidated financial statements. We expect to recognize additional restructuring charges associated with the acquisition, however the total costs expected to be incurred are not currently estimable, as we are still identifying the actions that will be undertaken. The 2016 restructuring charges above reflect the total charges recorded as of June 30, 2017 recognized on a straight-line basis from the pro forma acquisition date through June 30, 2016 . |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Our reportable segments are i) general rentals and ii) trench, power and pump. The general rentals segment includes the rental of i) general construction and industrial equipment, such as backhoes, skid-steer loaders, forklifts, earthmoving equipment and material handling equipment, ii) aerial work platforms, such as boom lifts and scissor lifts and iii) general tools and light equipment, such as pressure washers, water pumps and power tools. The general rentals segment reflects the aggregation of ten geographic regions—Gulf South, Industrial (which serves the geographic Gulf region and has a strong industrial presence), Mid-Atlantic, Mid-Central, Midwest, Northeast, Pacific West, South, Southeast and Western Canada—and operates throughout the United States and Canada. We periodically review the size and geographic scope of our regions, and have occasionally reorganized the regions to create a more balanced and effective structure. The trench, power and pump segment includes the rental of specialty construction products such as i) trench safety equipment, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, ii) power and HVAC equipment, such as portable diesel generators, electrical distribution equipment, and temperature control equipment and iii) pumps primarily used by municipalities, industrial plants, and mining, construction, and agribusiness customers. The trench, power and pump segment is comprised of the following regions, each of which primarily rents the corresponding equipment type described above: (i) the Trench Safety region, (ii) the Power and HVAC region, and (iii) the Pump Solutions region. 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 June 30, 2017 Equipment rentals $ 1,143 $ 224 $ 1,367 Sales of rental equipment 122 11 133 Sales of new equipment 43 4 47 Contractor supplies sales 18 3 21 Service and other revenues 26 3 29 Total revenue 1,352 245 1,597 Depreciation and amortization expense 285 45 330 Equipment rentals gross profit 465 111 576 Three Months Ended June 30, 2016 Equipment rentals $ 1,015 $ 189 $ 1,204 Sales of rental equipment 125 9 134 Sales of new equipment 31 5 36 Contractor supplies sales 17 5 22 Service and other revenues 22 3 25 Total revenue 1,210 211 1,421 Depreciation and amortization expense 259 47 306 Equipment rentals gross profit 417 89 506 Six Months Ended June 30, 2017 Equipment rentals $ 2,120 $ 413 $ 2,533 Sales of rental equipment 218 21 239 Sales of new equipment 78 8 86 Contractor supplies sales 32 7 39 Service and other revenues 50 6 56 Total revenue 2,498 455 2,953 Depreciation and amortization expense 549 91 640 Equipment rentals gross profit 825 195 1,020 Capital expenditures 863 105 968 Six Months Ended June 30, 2016 Equipment rentals $ 1,970 $ 351 $ 2,321 Sales of rental equipment 231 18 249 Sales of new equipment 57 9 66 Contractor supplies sales 33 8 41 Service and other revenues 48 6 54 Total revenue 2,339 392 2,731 Depreciation and amortization expense 525 91 616 Equipment rentals gross profit 774 157 931 Capital expenditures 692 72 764 June 30, December 31, Total reportable segment assets General rentals $ 11,747 $ 10,496 Trench, power and pump 1,537 1,492 Total assets $ 13,284 $ 11,988 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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 Total equipment rentals gross profit $ 576 $ 506 $ 1,020 $ 931 Gross profit from other lines of business 79 84 149 159 Selling, general and administrative expenses (218 ) (177 ) (411 ) (354 ) Merger related costs (14 ) — (16 ) — Restructuring charge (19 ) (2 ) (19 ) (4 ) Non-rental depreciation and amortization (64 ) (64 ) (126 ) (131 ) Interest expense, net (113 ) (132 ) (207 ) (239 ) Other income, net 2 2 — 2 Income before provision for income taxes $ 229 $ 217 $ 390 $ 364 |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges Restructuring Charges Restructuring charges primarily include severance costs associated with headcount reductions, as well as branch closure charges which principally relate to continuing lease obligations at vacant facilities. We incur severance costs and branch closure charges in the ordinary course of our business. We only include such costs that are part of a restructuring program as restructuring charges. Since the first such restructuring program was initiated in 2008, we have completed three restructuring programs and have incurred total restructuring charges of $253 . Closed Restructuring Programs We have three closed restructuring programs. The first was initiated in 2008 in recognition of a challenging economic environment and was completed in 2011. The second was initiated following the April 30, 2012 acquisition of RSC Holdings Inc. ("RSC"), and was completed in 2013. The third was initiated in the fourth quarter of 2015 in response to challenges in our operating environment. In particular, during 2015, we experienced volume and pricing pressure in our general rental business and our Pump Solutions region associated with upstream oil and gas customers. Additionally, our Lean initiatives did not fully generate the anticipated cost savings due to lower than expected growth. In 2016, we achieved the anticipated run rate savings from the Lean initiatives, and this restructuring program was completed in 2016. NES/Project XL Restructuring Program In the second quarter of 2017, we initiated a restructuring program following the closing of the NES acquisition discussed in note 2 to the condensed consolidated financial statements. The restructuring program also includes actions undertaken associated with Project XL, which is a set of eight specific work streams focused on driving profitable growth through revenue opportunities and generating incremental profitability through cost savings across our business. We expect to complete the restructuring program in the first half of 2018. The total costs expected to be incurred in connection with the program are not currently estimable, as we are still identifying the actions that will be undertaken. The table below provides certain information concerning restructuring activity during the six months ended June 30, 2017 : Reserve Balance at Charged to Payments Reserve Balance at December 31, 2016 June 30, 2017 Closed Restructuring Programs Branch closure charges $ 16 $ — $ (2 ) $ 14 Severance and other 1 — (1 ) — Total $ 17 $ — $ (3 ) $ 14 NES/Project XL Restructuring Program Branch closure charges $ — $ 3 $ (1 ) $ 2 Severance and other — 16 (11 ) 5 Total $ — $ 19 $ (12 ) $ 7 Total Branch closure charges $ 16 $ 3 $ (3 ) $ 16 Severance and other 1 16 (12 ) 5 Total $ 17 $ 19 $ (15 ) $ 21 _________________ (1) Reflected in our condensed consolidated statements of income as “Restructuring charge.” These charges are not allocated to our reportable segments. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The following table presents the changes in the carrying amount of goodwill for the six months ended June 30, 2017 : General rentals Trench, Total Balance at January 1, 2017 (1) $ 2,797 $ 463 $ 3,260 Goodwill related to acquisitions (2) 199 — 199 Foreign currency translation 7 2 9 Balance at June 30, 2017 (1) 3,003 465 3,468 _________________ (1) The total carrying amount of goodwill for all periods in the table above is reflected net of $ 1.557 billion of accumulated impairment charges, which were primarily recorded in our general rentals segment. (2) For additional detail on the April 2017 acquisition of NES, see note 2 to our condensed consolidated financial statements. Other intangible assets were comprised of the following at June 30, 2017 and December 31, 2016 : June 30, 2017 Weighted-Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Amount Non-compete agreements 29 months $ 67 $ 59 $ 8 Customer relationships 9 years $ 1,585 $ 795 $ 790 December 31, 2016 Weighted-Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Amount Non-compete agreements 28 months $ 70 $ 57 $ 13 Customer relationships 10 years $ 1,465 $ 737 $ 728 Trade names and associated trademarks 4 months $ 80 $ 79 $ 1 Our other intangibles assets, net at June 30, 2017 include the following assets associated with the acquisition of NES discussed in note 2 to our condensed consolidated financial statements. No residual value has been assigned to these intangible assets. The non-compete agreements are being amortized on a straight-line basis, and the customer relationships are being amortized using the sum of the years' digits method, which we believe best reflects the estimated pattern in which the economic benefits will be consumed. June 30, 2017 Weighted-Average Remaining Net Carrying Non-compete agreements 1 year $ 1 Customer relationships 10 years $ 132 Amortization expense for other intangible assets was $ 42 and $ 43 for the three months ended June 30, 2017 and 2016 , respectively, and $ 84 and $ 90 for the six months ended June 30, 2017 and 2016 , respectively. As of June 30, 2017 , estimated amortization expense for other intangible assets for each of the next five years and thereafter is as follows: 2017 $ 81 2018 150 2019 132 2020 113 2021 95 Thereafter 227 Total $ 798 |
Derivatives
Derivatives | 6 Months Ended |
Jun. 30, 2017 | |
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. We are exposed to certain risks relating to our ongoing business operations. During the six months ended June 30, 2017 and 2016 , the risks we managed using derivative instruments were diesel price risk and foreign currency exchange rate risk. At June 30, 2017 , 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 six months ended June 30, 2017 , 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. There were no outstanding forward contracts to purchase Canadian dollars at June 30, 2017 . Fixed Price Diesel Swaps The fixed price swap contracts on diesel purchases that were outstanding at June 30, 2017 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 June 30, 2017 , we had outstanding fixed price swap contracts covering 4.4 million gallons of diesel which will be purchased throughout 2017 and 2018. Foreign Currency Forward Contracts The forward contracts to purchase Canadian dollars, which were all settled as of June 30, 2017 , 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 consolidated statements of income during the period in which the changes in fair value occurred. During the six months ended June 30, 2017 , forward contracts were used to purchase $402 Canadian dollars, representing the total amount due at maturity for certain Canadian dollar denominated intercompany loans that were settled during the six months ended June 30, 2017 . Upon maturity, the proceeds from the forward contracts were used to pay down the Canadian dollar denominated intercompany loans. Financial Statement Presentation As of June 30, 2017 and December 31, 2016 , immaterial amounts ( $1 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 six months ended June 30, 2017 and 2016 was as follows: Three Months Ended June 30, 2017 Three Months Ended June 30, 2016 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 ) (2 ) $ (6 ) Derivatives not designated as hedging instruments: Foreign currency forward contracts (4) Other income (expense), net 7 (7 ) 3 (3 ) Six Months Ended June 30, 2017 Six Months Ended June 30, 2016 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) * $ (10 ) (4 ) $ (11 ) Derivatives not designated as hedging instruments: Foreign currency forward contracts (4) Other income (expense), net 7 (7 ) 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 1.9 million and 2.4 million gallons and of diesel covered by the fixed price swaps during the three months ended June 30, 2017 and 2016 , respectively, and the use of 3.8 million and 5.0 million gallons and of diesel covered by the fixed price swaps during the six months ended June 30, 2017 and 2016 , respectively. 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 | 6 Months Ended |
Jun. 30, 2017 | |
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 As of June 30, 2017 and December 31, 2016 , our only assets and liabilities measured at fair value were our fixed price diesel swaps contracts, which are Level 2 derivatives measured at fair value on a recurring basis. As of June 30, 2017 and December 31, 2016 , immaterial amounts ( $1 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 6 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 June 30, 2017 , we have fixed price swap contracts that mature throughout 2017 and 2018 covering 4.4 million gallons of diesel which we will buy at the average contract price of $2.57 per gallon, while the average forward price for the hedged gallons was $2.51 per gallon as of June 30, 2017 . 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 ABL facility, accounts receivable securitization facility and capital leases approximated their book values as of June 30, 2017 and December 31, 2016 . The estimated fair values of our financial instruments, all of which are categorized in Level 1 of the fair value hierarchy, as of June 30, 2017 and December 31, 2016 have been calculated based upon available market information, and were as follows: June 30, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Senior notes $ 5,770 $ 6,058 $ 5,506 $ 5,715 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Debt, net of unamortized original issue discounts or premiums, and unamortized debt issuance costs, consists of the following: June 30, 2017 December 31, 2016 Accounts Receivable Securitization Facility expiring 2017 (1) $ 615 $ 568 $2.5 billion ABL Facility expiring 2021 (2) 1,763 1,645 7 5 / 8 percent Senior Notes due 2022 (3) 223 469 6 1 / 8 percent Senior Notes due 2023 935 936 4 5 / 8 percent Senior Secured Notes due 2023 991 991 5 3 / 4 percent Senior Notes due 2024 840 839 5 1 / 2 percent Senior Notes due 2025 793 792 5 7 / 8 percent Senior Notes due 2026 (4) 998 740 5 1 / 2 percent Senior Notes due 2027 (5) 990 739 Capital leases 67 71 Total debt 8,215 7,790 Less short-term portion (6) (644 ) (597 ) Total long-term debt $ 7,571 $ 7,193 ___________________ (1) At June 30, 2017 , $10 was available under our accounts receivable securitization facility. The interest rate applicable to the accounts receivable securitization facility was 1.9 percent at June 30, 2017 . During the six months ended June 30, 2017 , the monthly average amount outstanding under the accounts receivable securitization facility was $557 , and the weighted-average interest rate thereon was 1.7 percent . The maximum month-end amount outstanding under the accounts receivable securitization facility during the six months ended June 30, 2017 was $616 . 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 and other deductions, exceeds the outstanding loans. As of June 30, 2017 , there were $ 694 of receivables, net of applicable reserves and other deductions, in the collateral pool. (2) At June 30, 2017 , $0.7 billion was available under our ABL facility, net of $40 of letters of credit. The interest rate applicable to the ABL facility was 2.7 percent at June 30, 2017 . During the six months ended June 30, 2017 , the monthly average amount outstanding under the ABL facility was $1.2 billion, and the weighted-average interest rate thereon was 2.5 percent . The maximum month-end amount outstanding under the ABL facility during the six months ended June 30, 2017 was $1.8 billion . As discussed below, pending the payment of the purchase price for the NES acquisition discussed in note 2 to the condensed consolidated financial statements, the net proceeds from debt issued in February 2017 were used to reduce borrowings under the ABL facility. Following the closing of the NES acquisition on April 3, 2017, we used borrowings under the ABL facility to partially fund the NES acquisition. (3) In June 2017, we redeemed $ 250 principal amount of our 7 5 / 8 percent Senior Notes. Upon redemption, we recognized a loss of $ 12 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the redeemed notes. (4) In February 2017, URNA issued $250 principal amount of 5 7 / 8 percent Senior Notes as an add-on to our existing 5 7 / 8 percent Senior Notes. The net proceeds from the issuance were $258 (including the original issue premium and after deducting offering expenses). Pending the payment of the purchase price for the NES acquisition, the net proceeds from the issuance were used to reduce borrowings under the ABL facility. The acquisition closed on April 3, 2017. Upon closing of the NES acquisition, we used available cash and borrowings under the ABL facility to finance the NES acquisition. After the February 2017 issuance, the aggregate principal amount of outstanding 5 7 / 8 percent Senior Notes was $ 1.0 billion . The newly issued notes have identical terms, and are fungible, with the 5 7 / 8 percent Senior Notes outstanding at December 31, 2016. The carrying value of the 5 7 / 8 percent Senior Notes includes the $11 unamortized portion of the original issue premium recognized in conjunction with the February 2017 issuance, which is being amortized through the maturity date in 2026. The effective interest rate on the 5 7 / 8 percent Senior Notes is 5.7 percent. (5) In February 2017, URNA issued $250 principal amount of 5 1 / 2 percent Senior Notes due 2027 (the "2027 5 1 / 2 percent Senior Notes") as an add-on to our existing 2027 5 1 / 2 percent Senior Notes. The net proceeds from the issuance were $250 (including the original issue premium and after deducting offering expenses). Pending the payment of the purchase price for the NES acquisition, the net proceeds from the issuance were used to reduce borrowings under the ABL facility. Upon closing of the NES acquisition, we used available cash and borrowings under the ABL facility to finance the NES acquisition. After the February 2017 issuance, the aggregate principal amount of outstanding 2027 5 1 / 2 percent Senior Notes was $ 1.0 billion . The newly issued notes have identical terms, and are fungible, with the 2027 5 1 / 2 percent Senior Notes outstanding at December 31, 2016. The carrying value of the 2027 5 1 / 2 percent Senior Notes includes the $3 unamortized portion of the original issue premium recognized in conjunction with the February 2017 issuance, which is being amortized through the maturity date in 2027. The effective interest rate on the 2027 5 1 / 2 percent Senior Notes is 5.5 percent. (6) As of June 30, 2017 , our short-term debt primarily reflects $ 615 of borrowings under our accounts receivable securitization facility. Loan Covenants and Compliance As of June 30, 2017 , 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 maintenance covenant that currently exists under the ABL facility is the fixed charge coverage ratio. 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. As of June 30, 2017 , specified availability under the ABL facility exceeded the required threshold and, as a result, this financial maintenance covenant was inapplicable. 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 also 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 | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal and Regulatory Matters | Legal and Regulatory Matters We are 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 | 6 Months Ended |
Jun. 30, 2017 | |
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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 Numerator: Net income available to common stockholders $ 141 $ 134 250 226 Denominator: Denominator for basic earnings per share—weighted-average common shares 84,635 88,095 84,546 89,303 Effect of dilutive securities: Employee stock options 394 271 403 267 Restricted stock units 379 107 452 139 Denominator for diluted earnings per share—adjusted weighted-average common shares 85,408 88,473 85,401 89,709 Basic earnings per share $ 1.67 $ 1.52 $ 2.95 $ 2.53 Diluted earnings per share $ 1.65 $ 1.52 $ 2.92 $ 2.52 |
Condensed Consolidating Financi
Condensed Consolidating Financial Information of Guarantor Subsidiaries | 6 Months Ended |
Jun. 30, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [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 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 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 share repurchases and dividend payments. As of June 30, 2017 , the amount available for distribution under the most restrictive of these covenants was $ 456 . The Company’s total available capacity for making share repurchases and dividend payments includes the intercompany receivable balance of Parent. As of June 30, 2017 , 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 $1.027 billion . The condensed consolidating financial information of Parent and its subsidiaries is as follows: CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2017 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV ASSETS Cash and cash equivalents $ — $ 9 $ — $ 329 $ — $ — $ 338 Accounts receivable, net — 35 — 98 857 — 990 Intercompany receivable (payable) 571 (353 ) (201 ) (128 ) — 111 — Inventory — 70 — 8 — — 78 Prepaid expenses and other assets 6 67 — 4 — — 77 Total current assets 577 (172 ) (201 ) 311 857 111 1,483 Rental equipment, net — 6,555 — 521 — — 7,076 Property and equipment, net 38 340 31 40 — — 449 Investments in subsidiaries 1,354 1,071 1,014 — — (3,439 ) — Goodwill — 3,213 — 255 — — 3,468 Other intangible assets, net — 746 — 52 — — 798 Other long-term assets 3 7 — — — — 10 Total assets $ 1,972 $ 11,760 $ 844 $ 1,179 $ 857 $ (3,328 ) $ 13,284 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Short-term debt and current maturities of long-term debt $ 1 $ 26 $ — $ 2 $ 615 $ — $ 644 Accounts payable — 630 — 62 — — 692 Accrued expenses and other liabilities — 371 11 25 1 — 408 Total current liabilities 1 1,027 11 89 616 — 1,744 Long-term debt 2 7,452 114 3 — — 7,571 Deferred taxes 21 1,858 — 73 — — 1,952 Other long-term liabilities — 69 — — — — 69 Total liabilities 24 10,406 125 165 616 — 11,336 Total stockholders’ equity (deficit) 1,948 1,354 719 1,014 241 (3,328 ) 1,948 Total liabilities and stockholders’ equity (deficit) $ 1,972 $ 11,760 $ 844 $ 1,179 $ 857 $ (3,328 ) $ 13,284 CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2016 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV ASSETS Cash and cash equivalents $ — $ 21 $ — $ 291 $ — $ — $ 312 Accounts receivable, net — 38 — 96 786 — 920 Intercompany receivable (payable) 336 (137 ) (188 ) (115 ) — 104 — Inventory — 61 — 7 — — 68 Prepaid expenses and other assets 5 51 — 5 — — 61 Total current assets 341 34 (188 ) 284 786 104 1,361 Rental equipment, net — 5,709 — 480 — — 6,189 Property and equipment, net 38 326 26 40 — — 430 Investments in subsidiaries 1,292 1,013 978 — — (3,283 ) — Goodwill — 3,013 — 247 — — 3,260 Other intangible assets, net — 686 — 56 — — 742 Other long-term assets — 6 — — — — 6 Total assets $ 1,671 $ 10,787 $ 816 $ 1,107 $ 786 $ (3,179 ) $ 11,988 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Short-term debt and current maturities of long-term debt $ 1 $ 25 $ — $ 3 $ 568 $ — $ 597 Accounts payable — 217 — 26 — — 243 Accrued expenses and other liabilities — 305 13 25 1 — 344 Total current liabilities 1 547 13 54 569 — 1,184 Long-term debt 2 7,076 111 4 — — 7,193 Deferred taxes 20 1,805 — 71 — — 1,896 Other long-term liabilities — 67 — — — — 67 Total liabilities 23 9,495 124 129 569 — 10,340 Total stockholders’ equity (deficit) 1,648 1,292 692 978 217 (3,179 ) 1,648 Total liabilities and stockholders’ equity (deficit) $ 1,671 $ 10,787 $ 816 $ 1,107 $ 786 $ (3,179 ) $ 11,988 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 Three Months Ended June 30, 2016 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Revenues: Equipment rentals $ — $ 1,103 $ — $ 101 $ — $ — $ 1,204 Sales of rental equipment — 117 — 17 — — 134 Sales of new equipment — 31 — 5 — — 36 Contractor supplies sales — 18 — 4 — — 22 Service and other revenues — 22 — 3 — — 25 Total revenues — 1,291 — 130 — — 1,421 Cost of revenues: Cost of equipment rentals, excluding depreciation — 407 — 49 — — 456 Depreciation of rental equipment — 219 — 23 — — 242 Cost of rental equipment sales — 70 — 9 — — 79 Cost of new equipment sales — 25 — 4 — — 29 Cost of contractor supplies sales — 12 — 3 — — 15 Cost of service and other revenues — 10 — — — — 10 Total cost of revenues — 743 — 88 — — 831 Gross profit — 548 — 42 — — 590 Selling, general and administrative expenses 2 155 — 18 2 — 177 Restructuring charge — 1 — 1 — — 2 Non-rental depreciation and amortization 4 54 — 6 — — 64 Operating (loss) income (6 ) 338 — 17 (2 ) — 347 Interest (income) expense, net (1 ) 133 — — 1 (1 ) 132 Other (income) expense, net (116 ) 124 — 11 (21 ) — (2 ) Income before provision for income taxes 111 81 — 6 18 1 217 Provision for income taxes 42 32 — 2 7 — 83 Income before equity in net earnings (loss) of subsidiaries 69 49 — 4 11 1 134 Equity in net earnings (loss) of subsidiaries 65 16 4 — — (85 ) — Net income (loss) 134 65 4 4 11 (84 ) 134 Other comprehensive (loss) income — — (2 ) (2 ) — 4 — Comprehensive income (loss) $ 134 $ 65 $ 2 $ 2 $ 11 $ (80 ) $ 134 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 STATEMENT OF INCOME AND COMPREHENSIVE INCOME For the Six Months Ended June 30, 2016 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Revenues: Equipment rentals $ — $ 2,127 $ — $ 194 $ — $ — $ 2,321 Sales of rental equipment — 221 — 28 — — 249 Sales of new equipment — 58 — 8 — — 66 Contractor supplies sales — 35 — 6 — — 41 Service and other revenues — 47 — 7 — — 54 Total revenues — 2,488 — 243 — — 2,731 Cost of revenues: Cost of equipment rentals, excluding depreciation — 811 — 94 — — 905 Depreciation of rental equipment — 440 — 45 — — 485 Cost of rental equipment sales — 132 — 15 — — 147 Cost of new equipment sales — 48 — 6 — — 54 Cost of contractor supplies sales — 24 — 4 — — 28 Cost of service and other revenues — 19 — 3 — — 22 Total cost of revenues — 1,474 — 167 — — 1,641 Gross profit — 1,014 — 76 — — 1,090 Selling, general and administrative expenses 8 299 — 37 10 — 354 Restructuring charge — 3 — 1 — — 4 Non-rental depreciation and amortization 8 111 — 12 — — 131 Operating (loss) income (16 ) 601 — 26 (10 ) — 601 Interest (income) expense, net (3 ) 239 1 1 3 (2 ) 239 Other (income) expense, net (222 ) 246 — 20 (46 ) — (2 ) Income (loss) before provision for income taxes 209 116 (1 ) 5 33 2 364 Provision for income taxes 79 45 — 1 13 — 138 Income (loss) before equity in net earnings (loss) of subsidiaries 130 71 (1 ) 4 20 2 226 Equity in net earnings (loss) of subsidiaries 96 25 4 — — (125 ) — Net income (loss) 226 96 3 4 20 (123 ) 226 Other comprehensive income (loss) 63 63 60 48 — (171 ) 63 Comprehensive income (loss) $ 289 $ 159 $ 63 $ 52 $ 20 $ (294 ) $ 289 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 $ 1,305 $ (1 ) $ 78 $ (55 ) $ — $ 1,337 Net cash used in investing activities (10 ) (1,632 ) — (50 ) — — (1,692 ) 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 CONDENSED CONSOLIDATING CASH FLOW INFORMATION For the Six Months Ended June 30, 2016 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Net cash provided by (used in) operating activities $ 2 $ 1,096 $ (1 ) $ 84 $ 66 $ — $ 1,247 Net cash (used in) provided by investing activities (2 ) (522 ) — 2 — — (522 ) Net cash (used in) provided by financing activities — (584 ) 1 (2 ) (66 ) — (651 ) Effect of foreign exchange rates — — — 12 — — 12 Net (decrease) increase in cash and cash equivalents — (10 ) — 96 — — 86 Cash and cash equivalents at beginning of period — 18 — 161 — — 179 Cash and cash equivalents at end of period $ — $ 8 $ — $ 257 $ — $ — $ 265 |
Organization, Description of 21
Organization, Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
New Accounting Pronouncements and Guidance Adopted in 2017 | New Accounting Pronouncements Leases . In March 2016, the Financial Accounting Standards Board (“FASB”) issued guidance ("Topic 842") to increase transparency and comparability among organizations by requiring i) recognition of lease assets and lease liabilities on the balance sheet and ii) disclosure of key information about leasing arrangements. Some changes to the lessor accounting guidance were made to align both of the following: i) the lessor accounting guidance with certain changes made to the lessee accounting guidance and ii) key aspects of the lessor accounting model with revenue recognition guidance. Topic 842 will be effective for fiscal years and interim periods beginning after December 15, 2018, and early adoption is permitted. A modified retrospective approach is required for adoption for all leases that exist at or commence after the date of initial application with an option to use certain practical expedients. We expect to adopt this guidance when effective. As discussed below, most of our equipment rental revenues, which accounted for 86 percent of total revenues for the six months ended June 30, 2017 , will be accounted for under the current lease accounting standard ("Topic 840") until the adoption of Topic 842. While our review of the equipment rental revenue accounting under Topic 842 is ongoing, we have tentatively concluded that no significant changes are expected to the accounting for most of our equipment rental revenues upon adoption of Topic 842. Under Topic 842, our operating leases, which include both real estate and non-rental equipment, will result in lease assets and lease liabilities being recognized on the balance sheet. We lease a significant portion of our branch locations, and also lease other premises used for purposes such as district and regional offices and service centers. We expect that the quantification of the amount of the lease assets and lease liabilities that we will recognize on our balance sheet will take a significant amount of time given the size of our lease portfolio. While our review of the lessee accounting requirements of Topic 842 is ongoing, we believe that the impact on our balance sheet, while not currently estimable, will be significant. Revenue from Contracts with Customers . In May 2014, and in subsequent updates, the FASB issued guidance ("Topic 606") 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. This guidance will be effective for fiscal years and interim periods beginning after December 15, 2017, and early adoption (for fiscal years and interim periods beginning after December 15, 2016) is permitted. We expect to adopt this guidance when effective. Upon adoption of Topic 606, we will recognize revenue in accordance with two different accounting standards: 1) Topic 606 and 2) Topic 840. As discussed above, we expect to adopt Topic 842, an update to Topic 840, when it becomes effective, on January 1, 2019. While our review of our revenue accounting is ongoing, we expect that most of our equipment rental revenues, which accounted for 86 percent of total revenues for the six months ended June 30, 2017 , will be accounted for under Topic 840 until the adoption of Topic 842, and that our non-equipment rental revenues will be accounted for under Topic 606. While our review of our non-equipment rental revenue accounting is ongoing, we do not believe that Topic 606 will have a significant impact on our financial statements. We are also evaluating the disclosure requirements of Topic 606, as well as its impact on our internal controls over financial reporting. Statement of Cash Flows. In August 2016, the FASB issued guidance to reduce the diversity in the presentation of certain cash receipts and cash payments presented and classified in the statement of cash flows. The guidance addresses the following specific cash flow issues: (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investees, (7) beneficial interests in securitization transitions and (8) separately identifiable cash flows and application of predominance principle. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2017, and early adoption is permitted. The guidance requires retrospective adoption. We expect to adopt this guidance when effective, and do not expect the guidance to have a significant impact on our financial statements. Measurement of Credit Losses on Financial Instruments. In June 2016, the FASB issued guidance that will require companies to present assets held at amortized cost and available for sale debt securities net of the amount expected to be collected. The guidance requires the measurement of expected credit losses to be based on relevant information from past events, including historical experiences, current conditions and reasonable and supportable forecasts that affect collectibility. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2019 and early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Different components of the guidance require modified retrospective or prospective adoption. We are currently assessing whether we will early adopt, and the impact on our financial statements is not currently estimable. Intra-Entity Transfers of Assets Other Than Inventory. In October 2016, the FASB issued guidance that will require companies to recognize the income tax effects of intra-entity sales and transfers of assets other than inventory in the period in which the transfer occurs. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2017, and early adoption is permitted. The guidance requires modified retrospective adoption. We expect to adopt this guidance when effective, and do not expect the guidance to have a significant impact on our financial statements. Simplifying the Test for Goodwill Impairment . In January 2017, the FASB issued guidance intended to simplify the subsequent accounting for goodwill acquired in a business combination. Prior guidance required utilizing a two-step process to review goodwill for impairment. A second step was required if there was an indication that an impairment may exist, and the second step required calculating the potential impairment by comparing the implied fair value of the reporting unit's goodwill (as if purchase accounting were performed on the testing date) with the carrying amount of the goodwill. The new guidance eliminates the second step from the goodwill impairment test. Under the new guidance, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and then recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value (although the loss should not exceed the total amount of goodwill allocated to the reporting unit). The guidance requires prospective adoption and will be effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption of this guidance is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We expect to adopt this guidance when effective, and do not expect it to have a significant impact on our financial statements. Clarifying the Definition of a Business . In January 2017, the FASB issued guidance to clarify the definition of a business with the objective of assisting entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is intended to make determining when a set of assets and activities is a business more consistent and cost-efficient. The guidance will be effective for fiscal years and interim periods beginning after December 15, 2017 and early adoption is permitted for transactions that occurred before the issuance date or effective date of the guidance if the transactions were not reported in financial statements that have been issued or made available for issuance. We are currently assessing whether we will early adopt, and the impact on our financial statements is not currently estimable. Stock Compensation: Scope of Modification Accounting . In May 2017, the FASB issued guidance to provide clarity and reduce both the (1) diversity in practice and (2) cost and complexity when changing the terms or conditions of share-based payment awards. Under the updated guidance, a modification is defined as a change in the terms or conditions of a share-based payment award, and an entity should account for the effects of a modification unless all of the following are met: 1. The fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation techniques that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. 2. The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. 3. The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. This guidance requires prospective adoption and will be effective for fiscal years and interim periods beginning after December 15, 2017, and early adoption is permitted. The majority of our modifications relate to the acceleration of vesting conditions and we would continue to be required to account for the effects of such modifications under the updated guidance. We are currently assessing whether we will early adopt and do not expect that this guidance will have a significant impact on our financial statements. Guidance Adopted in 2017 Improvements to Employee Share-Based Payment Accounting. In the first quarter of 2017, we adopted guidance that simplified several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. We prospectively adopted the amendments in this guidance that relate to the classification of excess tax benefits from share-based payment arrangements on the statement of cash flows. The excess tax benefits from share-based payment arrangements result from stock-based compensation windfall deductions in excess of the amounts reported for financial reporting purposes. In the six months ended June 30, 2017 , we recognized $ 8 of such excess tax benefits, and, pursuant to the adopted guidance, net income increased by $ 8 , or $0.09 per diluted share, reflecting the tax reduction associated with the excess tax benefits. Prior periods have not been adjusted to reflect the new guidance related to the classification of the excess tax benefits, as we have elected to prospectively adopt such guidance. Accordingly, our statement of cash flows for the six months ended June 30, 2016 reflects $ 53 of such excess tax benefits within net cash used in financing activities. All of the excess tax benefits for the six months ended June 30, 2016 pertain to share based payments that vested prior to 2016, and, accordingly, would not have impacted net income under the new guidance. Other significant components of the adopted guidance include: • The guidance requires that cash paid by an employer to a taxing authority when directly withholding shares for tax-withholding purposes should be classified as a financing activity on the statement of cash flows. We have historically classified such payments as financing activities, so no retrospective change was required to our 2016 statement of cash flows. • Certain aspects of the guidance require a cumulative change to retained earnings upon adoption. Upon adopting this guidance, we elected to record forfeitures of share-based payments as they occur. Making such an election requires a cumulative change to retained earnings upon adoption. However, we historically adjusted estimated forfeitures to reflect actual forfeitures annually, as a result of which no change to retained earnings was required. In 2016, we utilized all of the prior federal excess tax benefits from share-based payments that vested through 2016, and, accordingly, no change to retained earnings was required associated with federal excess tax benefits from share-based payments. A $ 5 change to retained earnings was required associated with state excess tax benefits from share-based payments that were not previously recognized because the related tax deduction had not reduced taxes payable. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of assets acquired and liabilities assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. The purchase price allocations for these assets and liabilities are based on preliminary valuations and are subject to change as we obtain additional information during the acquisition measurement period. Accounts receivable, net of allowance for doubtful accounts (1) $ 51 Inventory 4 Rental equipment 571 Property and equipment 48 Intangibles (2) 139 Other assets 6 Total identifiable assets acquired 819 Short-term debt and current maturities of long-term debt (3) (3 ) Current liabilities (26 ) Deferred taxes (14 ) Long-term debt (3) (6 ) Other long-term liabilities (5 ) Total liabilities assumed (54 ) Net identifiable assets acquired 765 Goodwill (4) 199 Net assets acquired $ 964 (1) The fair value of accounts receivables acquired was $51 , and the gross contractual amount was $54 . 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 $ 138 10 Non-compete agreements 1 1 Total $ 139 (3) The acquired debt reflects capital lease obligations. (4) All of the goodwill was assigned to our general rentals segment. The level of goodwill that resulted from the acquisition is primarily reflective of NES's going-concern value, the value of NES'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. $1 of goodwill is expected to be deductible for income tax purposes. |
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 $ 138 10 Non-compete agreements 1 1 Total $ 139 |
Summary of business acquisition, pro forma information | The table below presents unaudited pro forma consolidated income statement information as if NES had been included in our consolidated results for the entire periods reflected: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 United Rentals historic revenues $ 1,597 $ 1,421 $ 2,953 $ 2,731 NES historic revenues — 90 81 171 Pro forma revenues 1,597 1,511 3,034 2,902 United Rentals historic pretax income 229 217 390 364 NES historic pretax income (loss) — 3 (12 ) 5 Combined pretax income 229 220 378 369 Pro forma adjustments to combined pretax income: Impact of fair value mark-ups/useful life changes on depreciation (1) — (10 ) (9 ) (19 ) Impact of the fair value mark-up of acquired NES fleet on cost of rental equipment sales (2) — — (1 ) — Gain on sale of equity interest (3) — — — (7 ) Interest expense (4) — (10 ) (9 ) (19 ) Elimination of historic NES interest (5) — 10 12 19 Elimination of merger related costs (6) 14 — 16 — Restructuring charges (7) 18 (9 ) 18 (18 ) Pro forma pretax income $ 261 $ 201 $ 405 $ 325 (1) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the NES acquisition. The useful lives assigned to such equipment did not change significantly from the lives historically used by NES. (2) Cost of rental equipment sales was adjusted for the fair value mark-ups of rental equipment acquired in the NES acquisition. (3) In 2016, NES sold its equity interest in a successor company and recognized a gain of $ 7 . This gain was eliminated as the equity interest that was sold is not a component of the combined company. (4) To partially fund the NES acquisition, URNA issued an aggregate of $ 500 principal amount of debt, as discussed in note 8 to the condensed consolidated financial statements. Drawings on the ABL facility were also used to partially fund the purchase price. Interest expense was adjusted to reflect these changes in our debt portfolio. (5) NES historic interest on debt that is not part of the combined entity was eliminated. (6) Merger related costs comprised of financial and legal advisory fees associated with the NES acquisition were eliminated as they were assumed to have been recognized prior to the pro forma acquisition date. (7) We expect to recognize restructuring charges primarily comprised of severance costs and branch closure charges associated with the acquisition over a period of approximately one year following the acquisition date, which, for the pro forma presentation, was January 1, 2016 . As such, the restructuring charges recognized in 2017 were moved to 2016. The restructuring charges reflected in our condensed consolidated statements of income also include non-NES restructuring charges, as discussed in note 4 to the condensed consolidated financial statements. We expect to recognize additional restructuring charges associated with the acquisition, however the total costs expected to be incurred are not currently estimable, as we are still identifying the actions that will be undertaken. The 2016 restructuring charges above reflect the total charges recorded as of June 30, 2017 recognized on a straight-line basis from the pro forma acquisition date through June 30, 2016 . |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 Equipment rentals $ 1,143 $ 224 $ 1,367 Sales of rental equipment 122 11 133 Sales of new equipment 43 4 47 Contractor supplies sales 18 3 21 Service and other revenues 26 3 29 Total revenue 1,352 245 1,597 Depreciation and amortization expense 285 45 330 Equipment rentals gross profit 465 111 576 Three Months Ended June 30, 2016 Equipment rentals $ 1,015 $ 189 $ 1,204 Sales of rental equipment 125 9 134 Sales of new equipment 31 5 36 Contractor supplies sales 17 5 22 Service and other revenues 22 3 25 Total revenue 1,210 211 1,421 Depreciation and amortization expense 259 47 306 Equipment rentals gross profit 417 89 506 Six Months Ended June 30, 2017 Equipment rentals $ 2,120 $ 413 $ 2,533 Sales of rental equipment 218 21 239 Sales of new equipment 78 8 86 Contractor supplies sales 32 7 39 Service and other revenues 50 6 56 Total revenue 2,498 455 2,953 Depreciation and amortization expense 549 91 640 Equipment rentals gross profit 825 195 1,020 Capital expenditures 863 105 968 Six Months Ended June 30, 2016 Equipment rentals $ 1,970 $ 351 $ 2,321 Sales of rental equipment 231 18 249 Sales of new equipment 57 9 66 Contractor supplies sales 33 8 41 Service and other revenues 48 6 54 Total revenue 2,339 392 2,731 Depreciation and amortization expense 525 91 616 Equipment rentals gross profit 774 157 931 Capital expenditures 692 72 764 June 30, December 31, Total reportable segment assets General rentals $ 11,747 $ 10,496 Trench, power and pump 1,537 1,492 Total assets $ 13,284 $ 11,988 |
Reconciliation to equipment rentals gross profit | The following is a reconciliation of equipment rentals gross profit to income before provision for income taxes: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 Total equipment rentals gross profit $ 576 $ 506 $ 1,020 $ 931 Gross profit from other lines of business 79 84 149 159 Selling, general and administrative expenses (218 ) (177 ) (411 ) (354 ) Merger related costs (14 ) — (16 ) — Restructuring charge (19 ) (2 ) (19 ) (4 ) Non-rental depreciation and amortization (64 ) (64 ) (126 ) (131 ) Interest expense, net (113 ) (132 ) (207 ) (239 ) Other income, net 2 2 — 2 Income before provision for income taxes $ 229 $ 217 $ 390 $ 364 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring reserve by type of cost | The table below provides certain information concerning restructuring activity during the six months ended June 30, 2017 : Reserve Balance at Charged to Payments Reserve Balance at December 31, 2016 June 30, 2017 Closed Restructuring Programs Branch closure charges $ 16 $ — $ (2 ) $ 14 Severance and other 1 — (1 ) — Total $ 17 $ — $ (3 ) $ 14 NES/Project XL Restructuring Program Branch closure charges $ — $ 3 $ (1 ) $ 2 Severance and other — 16 (11 ) 5 Total $ — $ 19 $ (12 ) $ 7 Total Branch closure charges $ 16 $ 3 $ (3 ) $ 16 Severance and other 1 16 (12 ) 5 Total $ 17 $ 19 $ (15 ) $ 21 _________________ (1) Reflected in our condensed consolidated statements of income as “Restructuring charge.” These charges are not allocated to our reportable segments. |
Goodwill and Other Intangible25
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The following table presents the changes in the carrying amount of goodwill for the six months ended June 30, 2017 : General rentals Trench, Total Balance at January 1, 2017 (1) $ 2,797 $ 463 $ 3,260 Goodwill related to acquisitions (2) 199 — 199 Foreign currency translation 7 2 9 Balance at June 30, 2017 (1) 3,003 465 3,468 _________________ (1) The total carrying amount of goodwill for all periods in the table above is reflected net of $ 1.557 billion of accumulated impairment charges, which were primarily recorded in our general rentals segment. (2) For additional detail on the April 2017 acquisition of NES, see note 2 to our condensed consolidated financial statements. |
Schedule of finite-lived intangible assets | June 30, 2017 Weighted-Average Remaining Net Carrying Non-compete agreements 1 year $ 1 Customer relationships 10 years $ 132 Other intangible assets were comprised of the following at June 30, 2017 and December 31, 2016 : June 30, 2017 Weighted-Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Amount Non-compete agreements 29 months $ 67 $ 59 $ 8 Customer relationships 9 years $ 1,585 $ 795 $ 790 December 31, 2016 Weighted-Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Amount Non-compete agreements 28 months $ 70 $ 57 $ 13 Customer relationships 10 years $ 1,465 $ 737 $ 728 Trade names and associated trademarks 4 months $ 80 $ 79 $ 1 |
Schedule of finite-lived intangible assets, future amortization expense | As of June 30, 2017 , estimated amortization expense for other intangible assets for each of the next five years and thereafter is as follows: 2017 $ 81 2018 150 2019 132 2020 113 2021 95 Thereafter 227 Total $ 798 |
Derivatives (Tables)
Derivatives (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 six months ended June 30, 2017 and 2016 was as follows: Three Months Ended June 30, 2017 Three Months Ended June 30, 2016 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 ) (2 ) $ (6 ) Derivatives not designated as hedging instruments: Foreign currency forward contracts (4) Other income (expense), net 7 (7 ) 3 (3 ) Six Months Ended June 30, 2017 Six Months Ended June 30, 2016 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) * $ (10 ) (4 ) $ (11 ) Derivatives not designated as hedging instruments: Foreign currency forward contracts (4) Other income (expense), net 7 (7 ) 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 1.9 million and 2.4 million gallons and of diesel covered by the fixed price swaps during the three months ended June 30, 2017 and 2016 , respectively, and the use of 3.8 million and 5.0 million gallons and of diesel covered by the fixed price swaps during the six months ended June 30, 2017 and 2016 , respectively. 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) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair value of financial instruments | The estimated fair values of our financial instruments, all of which are categorized in Level 1 of the fair value hierarchy, as of June 30, 2017 and December 31, 2016 have been calculated based upon available market information, and were as follows: June 30, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Senior notes $ 5,770 $ 6,058 $ 5,506 $ 5,715 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | Debt, net of unamortized original issue discounts or premiums, and unamortized debt issuance costs, consists of the following: June 30, 2017 December 31, 2016 Accounts Receivable Securitization Facility expiring 2017 (1) $ 615 $ 568 $2.5 billion ABL Facility expiring 2021 (2) 1,763 1,645 7 5 / 8 percent Senior Notes due 2022 (3) 223 469 6 1 / 8 percent Senior Notes due 2023 935 936 4 5 / 8 percent Senior Secured Notes due 2023 991 991 5 3 / 4 percent Senior Notes due 2024 840 839 5 1 / 2 percent Senior Notes due 2025 793 792 5 7 / 8 percent Senior Notes due 2026 (4) 998 740 5 1 / 2 percent Senior Notes due 2027 (5) 990 739 Capital leases 67 71 Total debt 8,215 7,790 Less short-term portion (6) (644 ) (597 ) Total long-term debt $ 7,571 $ 7,193 ___________________ (1) At June 30, 2017 , $10 was available under our accounts receivable securitization facility. The interest rate applicable to the accounts receivable securitization facility was 1.9 percent at June 30, 2017 . During the six months ended June 30, 2017 , the monthly average amount outstanding under the accounts receivable securitization facility was $557 , and the weighted-average interest rate thereon was 1.7 percent . The maximum month-end amount outstanding under the accounts receivable securitization facility during the six months ended June 30, 2017 was $616 . 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 and other deductions, exceeds the outstanding loans. As of June 30, 2017 , there were $ 694 of receivables, net of applicable reserves and other deductions, in the collateral pool. (2) At June 30, 2017 , $0.7 billion was available under our ABL facility, net of $40 of letters of credit. The interest rate applicable to the ABL facility was 2.7 percent at June 30, 2017 . During the six months ended June 30, 2017 , the monthly average amount outstanding under the ABL facility was $1.2 billion, and the weighted-average interest rate thereon was 2.5 percent . The maximum month-end amount outstanding under the ABL facility during the six months ended June 30, 2017 was $1.8 billion . As discussed below, pending the payment of the purchase price for the NES acquisition discussed in note 2 to the condensed consolidated financial statements, the net proceeds from debt issued in February 2017 were used to reduce borrowings under the ABL facility. Following the closing of the NES acquisition on April 3, 2017, we used borrowings under the ABL facility to partially fund the NES acquisition. (3) In June 2017, we redeemed $ 250 principal amount of our 7 5 / 8 percent Senior Notes. Upon redemption, we recognized a loss of $ 12 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the redeemed notes. (4) In February 2017, URNA issued $250 principal amount of 5 7 / 8 percent Senior Notes as an add-on to our existing 5 7 / 8 percent Senior Notes. The net proceeds from the issuance were $258 (including the original issue premium and after deducting offering expenses). Pending the payment of the purchase price for the NES acquisition, the net proceeds from the issuance were used to reduce borrowings under the ABL facility. The acquisition closed on April 3, 2017. Upon closing of the NES acquisition, we used available cash and borrowings under the ABL facility to finance the NES acquisition. After the February 2017 issuance, the aggregate principal amount of outstanding 5 7 / 8 percent Senior Notes was $ 1.0 billion . The newly issued notes have identical terms, and are fungible, with the 5 7 / 8 percent Senior Notes outstanding at December 31, 2016. The carrying value of the 5 7 / 8 percent Senior Notes includes the $11 unamortized portion of the original issue premium recognized in conjunction with the February 2017 issuance, which is being amortized through the maturity date in 2026. The effective interest rate on the 5 7 / 8 percent Senior Notes is 5.7 percent. (5) In February 2017, URNA issued $250 principal amount of 5 1 / 2 percent Senior Notes due 2027 (the "2027 5 1 / 2 percent Senior Notes") as an add-on to our existing 2027 5 1 / 2 percent Senior Notes. The net proceeds from the issuance were $250 (including the original issue premium and after deducting offering expenses). Pending the payment of the purchase price for the NES acquisition, the net proceeds from the issuance were used to reduce borrowings under the ABL facility. Upon closing of the NES acquisition, we used available cash and borrowings under the ABL facility to finance the NES acquisition. After the February 2017 issuance, the aggregate principal amount of outstanding 2027 5 1 / 2 percent Senior Notes was $ 1.0 billion . The newly issued notes have identical terms, and are fungible, with the 2027 5 1 / 2 percent Senior Notes outstanding at December 31, 2016. The carrying value of the 2027 5 1 / 2 percent Senior Notes includes the $3 unamortized portion of the original issue premium recognized in conjunction with the February 2017 issuance, which is being amortized through the maturity date in 2027. The effective interest rate on the 2027 5 1 / 2 percent Senior Notes is 5.5 percent. (6) As of June 30, 2017 , our short-term debt primarily reflects $ 615 of borrowings under our accounts receivable securitization facility. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 Six Months Ended June 30, June 30, 2017 2016 2017 2016 Numerator: Net income available to common stockholders $ 141 $ 134 250 226 Denominator: Denominator for basic earnings per share—weighted-average common shares 84,635 88,095 84,546 89,303 Effect of dilutive securities: Employee stock options 394 271 403 267 Restricted stock units 379 107 452 139 Denominator for diluted earnings per share—adjusted weighted-average common shares 85,408 88,473 85,401 89,709 Basic earnings per share $ 1.67 $ 1.52 $ 2.95 $ 2.53 Diluted earnings per share $ 1.65 $ 1.52 $ 2.92 $ 2.52 |
Condensed Consolidating Finan30
Condensed Consolidating Financial Information of Guarantor Subsidiaries (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
CONDENSED CONSOLIDATING BALANCE SHEET | The condensed consolidating financial information of Parent and its subsidiaries is as follows: CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2017 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV ASSETS Cash and cash equivalents $ — $ 9 $ — $ 329 $ — $ — $ 338 Accounts receivable, net — 35 — 98 857 — 990 Intercompany receivable (payable) 571 (353 ) (201 ) (128 ) — 111 — Inventory — 70 — 8 — — 78 Prepaid expenses and other assets 6 67 — 4 — — 77 Total current assets 577 (172 ) (201 ) 311 857 111 1,483 Rental equipment, net — 6,555 — 521 — — 7,076 Property and equipment, net 38 340 31 40 — — 449 Investments in subsidiaries 1,354 1,071 1,014 — — (3,439 ) — Goodwill — 3,213 — 255 — — 3,468 Other intangible assets, net — 746 — 52 — — 798 Other long-term assets 3 7 — — — — 10 Total assets $ 1,972 $ 11,760 $ 844 $ 1,179 $ 857 $ (3,328 ) $ 13,284 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Short-term debt and current maturities of long-term debt $ 1 $ 26 $ — $ 2 $ 615 $ — $ 644 Accounts payable — 630 — 62 — — 692 Accrued expenses and other liabilities — 371 11 25 1 — 408 Total current liabilities 1 1,027 11 89 616 — 1,744 Long-term debt 2 7,452 114 3 — — 7,571 Deferred taxes 21 1,858 — 73 — — 1,952 Other long-term liabilities — 69 — — — — 69 Total liabilities 24 10,406 125 165 616 — 11,336 Total stockholders’ equity (deficit) 1,948 1,354 719 1,014 241 (3,328 ) 1,948 Total liabilities and stockholders’ equity (deficit) $ 1,972 $ 11,760 $ 844 $ 1,179 $ 857 $ (3,328 ) $ 13,284 CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2016 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV ASSETS Cash and cash equivalents $ — $ 21 $ — $ 291 $ — $ — $ 312 Accounts receivable, net — 38 — 96 786 — 920 Intercompany receivable (payable) 336 (137 ) (188 ) (115 ) — 104 — Inventory — 61 — 7 — — 68 Prepaid expenses and other assets 5 51 — 5 — — 61 Total current assets 341 34 (188 ) 284 786 104 1,361 Rental equipment, net — 5,709 — 480 — — 6,189 Property and equipment, net 38 326 26 40 — — 430 Investments in subsidiaries 1,292 1,013 978 — — (3,283 ) — Goodwill — 3,013 — 247 — — 3,260 Other intangible assets, net — 686 — 56 — — 742 Other long-term assets — 6 — — — — 6 Total assets $ 1,671 $ 10,787 $ 816 $ 1,107 $ 786 $ (3,179 ) $ 11,988 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Short-term debt and current maturities of long-term debt $ 1 $ 25 $ — $ 3 $ 568 $ — $ 597 Accounts payable — 217 — 26 — — 243 Accrued expenses and other liabilities — 305 13 25 1 — 344 Total current liabilities 1 547 13 54 569 — 1,184 Long-term debt 2 7,076 111 4 — — 7,193 Deferred taxes 20 1,805 — 71 — — 1,896 Other long-term liabilities — 67 — — — — 67 Total liabilities 23 9,495 124 129 569 — 10,340 Total stockholders’ equity (deficit) 1,648 1,292 692 978 217 (3,179 ) 1,648 Total liabilities and stockholders’ equity (deficit) $ 1,671 $ 10,787 $ 816 $ 1,107 $ 786 $ (3,179 ) $ 11,988 |
CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME | 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 Three Months Ended June 30, 2016 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Revenues: Equipment rentals $ — $ 1,103 $ — $ 101 $ — $ — $ 1,204 Sales of rental equipment — 117 — 17 — — 134 Sales of new equipment — 31 — 5 — — 36 Contractor supplies sales — 18 — 4 — — 22 Service and other revenues — 22 — 3 — — 25 Total revenues — 1,291 — 130 — — 1,421 Cost of revenues: Cost of equipment rentals, excluding depreciation — 407 — 49 — — 456 Depreciation of rental equipment — 219 — 23 — — 242 Cost of rental equipment sales — 70 — 9 — — 79 Cost of new equipment sales — 25 — 4 — — 29 Cost of contractor supplies sales — 12 — 3 — — 15 Cost of service and other revenues — 10 — — — — 10 Total cost of revenues — 743 — 88 — — 831 Gross profit — 548 — 42 — — 590 Selling, general and administrative expenses 2 155 — 18 2 — 177 Restructuring charge — 1 — 1 — — 2 Non-rental depreciation and amortization 4 54 — 6 — — 64 Operating (loss) income (6 ) 338 — 17 (2 ) — 347 Interest (income) expense, net (1 ) 133 — — 1 (1 ) 132 Other (income) expense, net (116 ) 124 — 11 (21 ) — (2 ) Income before provision for income taxes 111 81 — 6 18 1 217 Provision for income taxes 42 32 — 2 7 — 83 Income before equity in net earnings (loss) of subsidiaries 69 49 — 4 11 1 134 Equity in net earnings (loss) of subsidiaries 65 16 4 — — (85 ) — Net income (loss) 134 65 4 4 11 (84 ) 134 Other comprehensive (loss) income — — (2 ) (2 ) — 4 — Comprehensive income (loss) $ 134 $ 65 $ 2 $ 2 $ 11 $ (80 ) $ 134 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 STATEMENT OF INCOME AND COMPREHENSIVE INCOME For the Six Months Ended June 30, 2016 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Revenues: Equipment rentals $ — $ 2,127 $ — $ 194 $ — $ — $ 2,321 Sales of rental equipment — 221 — 28 — — 249 Sales of new equipment — 58 — 8 — — 66 Contractor supplies sales — 35 — 6 — — 41 Service and other revenues — 47 — 7 — — 54 Total revenues — 2,488 — 243 — — 2,731 Cost of revenues: Cost of equipment rentals, excluding depreciation — 811 — 94 — — 905 Depreciation of rental equipment — 440 — 45 — — 485 Cost of rental equipment sales — 132 — 15 — — 147 Cost of new equipment sales — 48 — 6 — — 54 Cost of contractor supplies sales — 24 — 4 — — 28 Cost of service and other revenues — 19 — 3 — — 22 Total cost of revenues — 1,474 — 167 — — 1,641 Gross profit — 1,014 — 76 — — 1,090 Selling, general and administrative expenses 8 299 — 37 10 — 354 Restructuring charge — 3 — 1 — — 4 Non-rental depreciation and amortization 8 111 — 12 — — 131 Operating (loss) income (16 ) 601 — 26 (10 ) — 601 Interest (income) expense, net (3 ) 239 1 1 3 (2 ) 239 Other (income) expense, net (222 ) 246 — 20 (46 ) — (2 ) Income (loss) before provision for income taxes 209 116 (1 ) 5 33 2 364 Provision for income taxes 79 45 — 1 13 — 138 Income (loss) before equity in net earnings (loss) of subsidiaries 130 71 (1 ) 4 20 2 226 Equity in net earnings (loss) of subsidiaries 96 25 4 — — (125 ) — Net income (loss) 226 96 3 4 20 (123 ) 226 Other comprehensive income (loss) 63 63 60 48 — (171 ) 63 Comprehensive income (loss) $ 289 $ 159 $ 63 $ 52 $ 20 $ (294 ) $ 289 |
CONDENSED CONSOLIDATING CASH FLOW INFORMATION | 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 $ 1,305 $ (1 ) $ 78 $ (55 ) $ — $ 1,337 Net cash used in investing activities (10 ) (1,632 ) — (50 ) — — (1,692 ) 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 CONDENSED CONSOLIDATING CASH FLOW INFORMATION For the Six Months Ended June 30, 2016 Parent URNA Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Foreign SPV Net cash provided by (used in) operating activities $ 2 $ 1,096 $ (1 ) $ 84 $ 66 $ — $ 1,247 Net cash (used in) provided by investing activities (2 ) (522 ) — 2 — — (522 ) Net cash (used in) provided by financing activities — (584 ) 1 (2 ) (66 ) — (651 ) Effect of foreign exchange rates — — — 12 — — 12 Net (decrease) increase in cash and cash equivalents — (10 ) — 96 — — 86 Cash and cash equivalents at beginning of period — 18 — 161 — — 179 Cash and cash equivalents at end of period $ — $ 8 $ — $ 257 $ — $ — $ 265 |
Organization, Description of 31
Organization, Description of Business and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jan. 01, 2017 | |
Business Acquisition [Line Items] | |||||
Excess tax benefits due to newly adopted guidance | $ 8 | ||||
Increase to income | $ 141 | $ 134 | $ 250 | $ 226 | |
Increase to diluted earnings per share (in dollars per share) | $ 1.65 | $ 1.52 | $ 2.92 | $ 2.52 | |
Excess tax benefits from share-based payment arrangements | $ 0 | $ 53 | |||
Retained Earnings | |||||
Business Acquisition [Line Items] | |||||
Increase to income | 250 | ||||
Cumulative effect of a change in accounting for share-based payments (note 1) | $ 5 | ||||
Accounting Standards Update 2016-09, Excess Tax Benefit Component | |||||
Business Acquisition [Line Items] | |||||
Increase to income | $ 8 | ||||
Increase to diluted earnings per share (in dollars per share) | $ 0.09 | ||||
Accounting Standards Update 2016-09, Excess Tax Benefit Component | Retained Earnings | |||||
Business Acquisition [Line Items] | |||||
Cumulative effect of a change in accounting for share-based payments (note 1) | $ 5 | ||||
Owned Equipment Rentals | Equipment Rental Revenue | Product Concentration Risk | |||||
Business Acquisition [Line Items] | |||||
Concentration risk, percentage | 86.00% |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($)employeebranch | Apr. 30, 2017USD ($) | |
Business Acquisition [Line Items] | ||||||
Merger related costs | $ 14 | $ 0 | $ 16 | $ 0 | ||
Increase in volume of OEC on rent (as a percent) | 17.40% | 12.40% | ||||
NES Rentals Holdings II, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Revenue reported by acquired entity for last annual period | $ 369 | |||||
Aggregate consideration paid | $ 964 | |||||
Merger related costs | $ 14 | $ 16 | ||||
Rental equipment | ||||||
Business Acquisition [Line Items] | ||||||
Property, plant and equipment, net | $ 7,076 | $ 7,076 | $ 6,189 | |||
NES Rentals Holdings II, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Number of rental locations | branch | 73 | |||||
Number of employees | employee | 1,100 | |||||
NES Rentals Holdings II, Inc. | Rental equipment | ||||||
Business Acquisition [Line Items] | ||||||
Property, plant and equipment, net | $ 900 |
Acquisitions (Assets Acquired a
Acquisitions (Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Apr. 30, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 3,468 | $ 3,260 | |
NES Rentals Holdings II, Inc. | |||
Business Acquisition [Line Items] | |||
Accounts receivable, net of allowance for doubtful accounts | $ 51 | ||
Inventory | 4 | ||
Rental equipment | 571 | ||
Property and equipment | 48 | ||
Intangibles | 139 | ||
Other assets | 6 | ||
Total identifiable assets acquired | 819 | ||
Short-term debt and current maturities of long-term debt | (3) | ||
Current liabilities | (26) | ||
Deferred taxes | (14) | ||
Long-term debt | (6) | ||
Other long-term liabilities | (5) | ||
Total liabilities assumed | (54) | ||
Net identifiable assets acquired | 765 | ||
Goodwill | 199 | ||
Net assets acquired | 964 | ||
Gross contractual amount | 54 | ||
Estimated amount uncollectible | $ 3 | ||
Goodwill, amount expected to be deductible for income tax purposes | $ 1 |
Acquisitions (Acquired Intangib
Acquisitions (Acquired Intangible Assets) (Details) - NES Rentals Holdings II, Inc. $ in Millions | 1 Months Ended |
Apr. 30, 2017USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair value | $ 139 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair value | $ 138 |
Life (years) | 10 years |
Non-compete agreements | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair value | $ 1 |
Life (years) | 1 year |
Acquisitions (Pro Forma Informa
Acquisitions (Pro Forma Information) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Feb. 28, 2017 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Revenues | $ 1,597,000,000 | $ 1,421,000,000 | $ 2,953,000,000 | $ 2,731,000,000 | |
Pro forma revenues | 1,597,000,000 | 1,511,000,000 | 3,034,000,000 | 2,902,000,000 | |
Pretax income (loss) | 229,000,000 | 217,000,000 | 390,000,000 | 364,000,000 | |
Combined pretax income | 229,000,000 | 220,000,000 | 378,000,000 | 369,000,000 | |
Pro forma pretax income | 261,000,000 | 201,000,000 | 405,000,000 | 325,000,000 | |
URNA | Senior notes | 5 1/2 percent Senior Notes due 2027 and 5 7/8 percent Senior Notes issued to fund NES acquisition | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Face amount | $ 500,000,000 | ||||
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 | 0 | (10,000,000) | (9,000,000) | (19,000,000) | |
Impact of the fair value mark-up of acquired NES fleet on cost of rental equipment sales | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Pro forma adjustments to combined pretax income | 0 | 0 | (1,000,000) | 0 | |
Gain on sale of equity interest | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Pro forma adjustments to combined pretax income | 0 | 0 | 0 | (7,000,000) | |
Interest expense | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Pro forma adjustments to combined pretax income | 0 | (10,000,000) | (9,000,000) | (19,000,000) | |
Elimination of historic NES interest | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Pro forma adjustments to combined pretax income | 0 | 10,000,000 | 12,000,000 | 19,000,000 | |
Elimination of merger related costs | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Pro forma adjustments to combined pretax income | 14,000,000 | 0 | 16,000,000 | 0 | |
Restructuring charges | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Pro forma adjustments to combined pretax income | 18,000,000 | (9,000,000) | 18,000,000 | (18,000,000) | |
NES Rentals Holdings II, Inc. | |||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||||
Revenues | 0 | 90,000,000 | 81,000,000 | 171,000,000 | |
Pretax income (loss) | $ 0 | $ 3,000,000 | $ (12,000,000) | $ 5,000,000 |
Segment Information (Financial
Segment Information (Financial information by segment) (Details) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017USD ($)location | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)location | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting Information | |||||
Equipment rentals | $ 1,367 | $ 1,204 | $ 2,533 | $ 2,321 | |
Sales of rental equipment | 133 | 134 | 239 | 249 | |
Sales of new equipment | 47 | 36 | 86 | 66 | |
Contractor supplies sales | 21 | 22 | 39 | 41 | |
Service and other revenues | 29 | 25 | 56 | 54 | |
Total revenues | 1,597 | 1,421 | 2,953 | 2,731 | |
Depreciation and amortization expense | 330 | 306 | 640 | 616 | |
Gross profit | 655 | 590 | 1,169 | 1,090 | |
Capital expenditures | 968 | 764 | |||
Assets | $ 13,284 | $ 13,284 | $ 11,988 | ||
General rentals | |||||
Segment Reporting Information | |||||
Number of geographic regions entity operates in (locations) | location | 10 | 10 | |||
Equipment rentals | $ 1,143 | 1,015 | $ 2,120 | 1,970 | |
Sales of rental equipment | 122 | 125 | 218 | 231 | |
Sales of new equipment | 43 | 31 | 78 | 57 | |
Contractor supplies sales | 18 | 17 | 32 | 33 | |
Service and other revenues | 26 | 22 | 50 | 48 | |
Total revenues | 1,352 | 1,210 | 2,498 | 2,339 | |
Depreciation and amortization expense | 285 | 259 | 549 | 525 | |
Capital expenditures | 863 | 692 | |||
Assets | 11,747 | 11,747 | 10,496 | ||
Trench, power and pump | |||||
Segment Reporting Information | |||||
Equipment rentals | 224 | 189 | 413 | 351 | |
Sales of rental equipment | 11 | 9 | 21 | 18 | |
Sales of new equipment | 4 | 5 | 8 | 9 | |
Contractor supplies sales | 3 | 5 | 7 | 8 | |
Service and other revenues | 3 | 3 | 6 | 6 | |
Total revenues | 245 | 211 | 455 | 392 | |
Depreciation and amortization expense | 45 | 47 | 91 | 91 | |
Capital expenditures | 105 | 72 | |||
Assets | 1,537 | 1,537 | $ 1,492 | ||
Equipment rentals | |||||
Segment Reporting Information | |||||
Gross profit | 576 | 506 | 1,020 | 931 | |
Equipment rentals | General rentals | |||||
Segment Reporting Information | |||||
Gross profit | 465 | 417 | 825 | 774 | |
Equipment rentals | Trench, power and pump | |||||
Segment Reporting Information | |||||
Gross profit | $ 111 | $ 89 | $ 195 | $ 157 |
Segment Information (Reconcilia
Segment Information (Reconciliation to income (loss) from continuing operations) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Gross profit | $ 655 | $ 590 | $ 1,169 | $ 1,090 |
Selling, general and administrative expenses | (218) | (177) | (411) | (354) |
Merger related costs | (14) | 0 | (16) | 0 |
Restructuring charge | (19) | (2) | (19) | (4) |
Non-rental depreciation and amortization | (64) | (64) | (126) | (131) |
Interest expense, net | (113) | (132) | (207) | (239) |
Other income, net | 2 | 2 | 0 | 2 |
Income before provision for income taxes | 229 | 217 | 390 | 364 |
Equipment rentals | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Gross profit | 576 | 506 | 1,020 | 931 |
Other lines of business | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Gross profit | $ 79 | $ 84 | $ 149 | $ 159 |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2017USD ($)work_streamrestructuring_program | |
Restructuring Cost and Reserve | |
Restructuring costs incurred to date | $ | $ 253 |
Closed Restructuring Programs | |
Restructuring Cost and Reserve | |
Number of restructuring programs | restructuring_program | 3 |
NES/Project XL Restructuring Program | |
Restructuring Cost and Reserve | |
Number of specific work streams | work_stream | 8 |
Restructuring Charges (Schedule
Restructuring Charges (Schedule of restructuring charges) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Restructuring Reserve [Roll Forward] | ||||
Beginning Reserve Balance | $ 17 | |||
Charged to Costs and Expenses | $ 19 | $ 2 | 19 | $ 4 |
Payments and Other | (15) | |||
Ending Reserve Balance | 21 | 21 | ||
Branch closure charges | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Reserve Balance | 16 | |||
Charged to Costs and Expenses | 3 | |||
Payments and Other | (3) | |||
Ending Reserve Balance | 16 | 16 | ||
Severance and other | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Reserve Balance | 1 | |||
Charged to Costs and Expenses | 16 | |||
Payments and Other | (12) | |||
Ending Reserve Balance | 5 | 5 | ||
Closed Restructuring Programs | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Reserve Balance | 17 | |||
Charged to Costs and Expenses | 0 | |||
Payments and Other | (3) | |||
Ending Reserve Balance | 14 | 14 | ||
Closed Restructuring Programs | Branch closure charges | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Reserve Balance | 16 | |||
Charged to Costs and Expenses | 0 | |||
Payments and Other | (2) | |||
Ending Reserve Balance | 14 | 14 | ||
Closed Restructuring Programs | Severance and other | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Reserve Balance | 1 | |||
Charged to Costs and Expenses | 0 | |||
Payments and Other | (1) | |||
Ending Reserve Balance | 0 | 0 | ||
NES/Project XL Restructuring Program | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Reserve Balance | 0 | |||
Charged to Costs and Expenses | 19 | |||
Payments and Other | (12) | |||
Ending Reserve Balance | 7 | 7 | ||
NES/Project XL Restructuring Program | Branch closure charges | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Reserve Balance | 0 | |||
Charged to Costs and Expenses | 3 | |||
Payments and Other | (1) | |||
Ending Reserve Balance | 2 | 2 | ||
NES/Project XL Restructuring Program | Severance and other | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning Reserve Balance | 0 | |||
Charged to Costs and Expenses | 16 | |||
Payments and Other | (11) | |||
Ending Reserve Balance | $ 5 | $ 5 |
Goodwill and Other Intangible40
Goodwill and Other Intangible Assets (Goodwill) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 3,260 |
Goodwill related to acquisitions | 199 |
Foreign currency translation | 9 |
Ending balance | 3,468 |
General rentals | |
Goodwill [Roll Forward] | |
Beginning balance | 2,797 |
Goodwill related to acquisitions | 199 |
Foreign currency translation | 7 |
Ending balance | 3,003 |
Goodwill accumulated impairment loss | 1,557 |
Trench, power and pump | |
Goodwill [Roll Forward] | |
Beginning balance | 463 |
Goodwill related to acquisitions | 0 |
Foreign currency translation | 2 |
Ending balance | $ 465 |
Goodwill and Other Intangible41
Goodwill and Other Intangible Assets (Other Intangible Assets) (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Net Amount | $ 798 | $ 742 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 29 months | 28 months |
Gross Carrying Amount | $ 67 | $ 70 |
Accumulated Amortization | 59 | 57 |
Net Amount | $ 8 | $ 13 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 9 years | 10 years |
Gross Carrying Amount | $ 1,585 | $ 1,465 |
Accumulated Amortization | 795 | 737 |
Net Amount | $ 790 | $ 728 |
Trade names and associated trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 4 months | |
Gross Carrying Amount | $ 80 | |
Accumulated Amortization | 79 | |
Net Amount | $ 1 |
Goodwill and Other Intangible42
Goodwill and Other Intangible Assets (Other Intangible Assets Associated with Acquisition) (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Net Amount | $ 798 | $ 742 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 29 months | 28 months |
Net Amount | $ 8 | $ 13 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 9 years | 10 years |
Net Amount | $ 790 | $ 728 |
NES Rentals Holdings II, Inc. | Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 1 year | |
Net Amount | $ 1 | |
NES Rentals Holdings II, Inc. | Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 10 years | |
Net Amount | $ 132 |
Goodwill and Other Intangible43
Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 42 | $ 43 | $ 84 | $ 90 |
Goodwill and Other Intangible44
Goodwill and Other Intangible Assets (Maturity Schedule) (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 81 | |
2,018 | 150 | |
2,019 | 132 | |
2,020 | 113 | |
2,021 | 95 | |
Thereafter | 227 | |
Net Amount | $ 798 | $ 742 |
Derivatives (Narrative) (Detail
Derivatives (Narrative) (Details) gal in Millions, CAD in Millions | 6 Months Ended |
Jun. 30, 2017CADgal | |
Diesel swap | |
Derivative [Line Items] | |
Fixed price swap contract (in gallons) | gal | 4.4 |
Foreign currency forward contracts | |
Derivative [Line Items] | |
Derivative purchases of underlying currency (in Canadian Dollars) | CAD | CAD 402 |
Derivatives (Effect of derivati
Derivatives (Effect of derivatives on consolidated statements of income) (Details) gal in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($)gal | Jun. 30, 2016USD ($)gal | Jun. 30, 2017USD ($)gal | Jun. 30, 2016USD ($)gal | |
Fixed price swap contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Purchases of diesel covered by the fixed price swaps (in gallons) | gal | 1.9 | 2.4 | 3.8 | 5 |
Fixed price swap contracts | Designated as hedging instruments | Other income (expense), net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of income (expense) recognized on derivative | $ 0 | $ 0 | $ 0 | $ 0 |
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 | 0 | (2) | 0 | (4) |
Amount of income (expense) recognized on hedged item | (5) | (6) | (10) | (11) |
Foreign currency forward contracts | Not designated as hedging instruments | Other income (expense), net | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of income (expense) recognized on derivative | 7 | 3 | 7 | 3 |
Amount of income (expense) recognized on hedged item | $ (7) | $ (3) | $ (7) | $ (3) |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - Diesel swap gal in Millions | 6 Months Ended |
Jun. 30, 2017$ / galgal | |
Derivatives, Fair Value [Line Items] | |
Fixed price swap contract (in gallons) | gal | 4.4 |
Average contract price (in dollars per gallon) | 2.57 |
Average forward price (in dollars per gallon) | 2.51 |
Fair Value Measurements (Fair v
Fair Value Measurements (Fair value of financial instruments) (Details) - Senior notes - Level 1 - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Senior notes | $ 5,770 | $ 5,506 |
Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Senior notes | $ 6,058 | $ 5,715 |
Debt (Schedule of long-term deb
Debt (Schedule of long-term debt instruments) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Feb. 28, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Debt Instrument | |||||
Total debt | $ 8,215,000,000 | $ 8,215,000,000 | $ 7,790,000,000 | ||
Less short-term portion | (644,000,000) | (644,000,000) | (597,000,000) | ||
Total long-term debt | $ 7,571,000,000 | 7,571,000,000 | 7,193,000,000 | ||
Loss on extinguishment of debt | $ 12,000,000 | $ 26,000,000 | |||
Accounts Receivable Securitization Facility expiring 2017 | |||||
Debt Instrument | |||||
Credit facility interest rate at period end | 1.90% | 1.90% | |||
$2.5 billion ABL Facility expiring 2021 | |||||
Debt Instrument | |||||
Maximum borrowing capacity | $ 2,500,000,000 | $ 2,500,000,000 | |||
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 Secured Notes | |||||
Debt Instrument | |||||
Stated interest rate | 4.625% | 4.625% | |||
5 3/4 percent Senior Notes due 2024 | |||||
Debt Instrument | |||||
Stated interest rate | 5.75% | 5.75% | |||
5 1/2 percent Senior Notes due 2025 | |||||
Debt Instrument | |||||
Stated interest rate | 5.50% | 5.50% | |||
5 7/8 percent Senior Notes due 2026 | |||||
Debt Instrument | |||||
Stated interest rate | 5.875% | 5.875% | |||
5 1/2 percent Senior Notes due 2027 | |||||
Debt Instrument | |||||
Stated interest rate | 5.50% | 5.50% | |||
Capital leases | |||||
Debt Instrument | |||||
Total debt | $ 67,000,000 | $ 67,000,000 | 71,000,000 | ||
Credit facility | $2.5 billion ABL Facility expiring 2021 | |||||
Debt Instrument | |||||
Total debt | 1,763,000,000 | 1,763,000,000 | 1,645,000,000 | ||
Current borrowing capacity under credit facility | $ 700,000,000 | $ 700,000,000 | |||
Credit facility interest rate at period end | 2.70% | 2.70% | |||
Letters of credit outstanding | $ 40,000,000 | $ 40,000,000 | |||
Average outstanding amount | $ 1,200,000,000 | ||||
Weighted average interest rate, long-term | 2.50% | 2.50% | |||
ABL Facility maximum month-end outstanding amount | $ 1,800,000,000 | ||||
Senior notes | 7 5/8 percent Senior Notes | |||||
Debt Instrument | |||||
Total debt | $ 223,000,000 | 223,000,000 | 469,000,000 | ||
Face amount | 250,000,000 | 250,000,000 | |||
Loss on extinguishment of debt | 12,000,000 | ||||
Senior notes | 6 1/8 percent Senior Notes | |||||
Debt Instrument | |||||
Total debt | 935,000,000 | 935,000,000 | 936,000,000 | ||
Senior notes | 5 3/4 percent Senior Notes due 2024 | |||||
Debt Instrument | |||||
Total debt | 840,000,000 | 840,000,000 | 839,000,000 | ||
Senior notes | 5 1/2 percent Senior Notes due 2025 | |||||
Debt Instrument | |||||
Total debt | 793,000,000 | 793,000,000 | 792,000,000 | ||
Senior notes | 5 7/8 percent Senior Notes due 2026 | |||||
Debt Instrument | |||||
Total debt | $ 998,000,000 | $ 998,000,000 | 740,000,000 | ||
Senior notes | 5 7/8 percent Senior Notes due 2026 | URNA | |||||
Debt Instrument | |||||
Credit facility interest rate at period end | 5.70% | 5.70% | |||
Face amount | $ 250,000,000 | ||||
Proceeds from issuance of long-term debt | 258,000,000 | ||||
Aggregate principal amount outstanding | $ 1,000,000,000 | $ 1,000,000,000 | |||
Unamortized issuance premium | 11,000,000 | 11,000,000 | |||
Senior notes | 5 1/2 percent Senior Notes due 2027 | |||||
Debt Instrument | |||||
Total debt | $ 990,000,000 | $ 990,000,000 | 739,000,000 | ||
Senior notes | 5 1/2 percent Senior Notes due 2027 | URNA | |||||
Debt Instrument | |||||
Credit facility interest rate at period end | 5.50% | 5.50% | |||
Face amount | 250,000,000 | ||||
Proceeds from issuance of long-term debt | $ 250,000,000 | ||||
Aggregate principal amount outstanding | $ 1,000,000,000 | $ 1,000,000,000 | |||
Unamortized issuance premium | 3,000,000 | 3,000,000 | |||
Senior secured notes | 4 5/8 percent Senior Secured Notes | |||||
Debt Instrument | |||||
Total debt | 991,000,000 | 991,000,000 | 991,000,000 | ||
Accounts receivable facility | Accounts Receivable Securitization Facility expiring 2017 | |||||
Debt Instrument | |||||
Total debt | 615,000,000 | 615,000,000 | $ 568,000,000 | ||
Current borrowing capacity under credit facility | $ 10,000,000 | 10,000,000 | |||
Average outstanding amount under facility | $ 557,000,000 | ||||
Weighted average interest rate, short-term | 1.70% | 1.70% | |||
A/R Securitization maximum month-end outstanding amount | $ 616,000,000 | ||||
Collateral amount | $ 694,000,000 | $ 694,000,000 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2017 | |
ABL Facility | |
Debt Instrument | |
Maximum revolving credit amount percentage | 10.00% |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Numerator: | ||||
Net income available to common stockholders | $ 141 | $ 134 | $ 250 | $ 226 |
Denominator: | ||||
Denominator for basic earnings per share—weighted-average common shares (in shares) | 84,635 | 88,095 | 84,546 | 89,303 |
Effect of dilutive securities: | ||||
Denominator for diluted earnings per share—adjusted weighted-average common shares (in shares) | 85,408 | 88,473 | 85,401 | 89,709 |
Basic earnings per share (in dollars per share) | $ 1.67 | $ 1.52 | $ 2.95 | $ 2.53 |
Diluted earnings per share (in dollars per share) | $ 1.65 | $ 1.52 | $ 2.92 | $ 2.52 |
Employee stock options | ||||
Effect of dilutive securities: | ||||
Effect of dilutive securities, share-based payment arrangements (in shares) | 394 | 271 | 403 | 267 |
Restricted stock units | ||||
Effect of dilutive securities: | ||||
Effect of dilutive securities, share-based payment arrangements (in shares) | 379 | 107 | 452 | 139 |
Condensed Consolidating Finan52
Condensed Consolidating Financial Information of Guarantor Subsidiaries - CONDENSED CONSOLIDATING BALANCE SHEET (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||||
Cash and cash equivalents | $ 338 | $ 312 | $ 265 | $ 179 |
Accounts receivable, net | 990 | 920 | ||
Intercompany receivable (payable) | 0 | 0 | ||
Inventory | 78 | 68 | ||
Prepaid expenses and other assets | 77 | 61 | ||
Total current assets | 1,483 | 1,361 | ||
Investments in subsidiaries | 0 | 0 | ||
Goodwill | 3,468 | 3,260 | ||
Other intangible assets, net | 798 | 742 | ||
Other long-term assets | 10 | 6 | ||
Total assets | 13,284 | 11,988 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
Short-term debt and current maturities of long-term debt | 644 | 597 | ||
Accounts payable | 692 | 243 | ||
Accrued expenses and other liabilities | 408 | 344 | ||
Total current liabilities | 1,744 | 1,184 | ||
Long-term debt | 7,571 | 7,193 | ||
Deferred taxes | 1,952 | 1,896 | ||
Other long-term liabilities | 69 | 67 | ||
Total liabilities | 11,336 | 10,340 | ||
Total stockholders’ equity (deficit) | 1,948 | 1,648 | ||
Total liabilities and stockholders’ equity (deficit) | 13,284 | 11,988 | ||
Rental equipment, net | ||||
ASSETS | ||||
Property, plant and equipment, net | 7,076 | 6,189 | ||
Property and equipment, net | ||||
ASSETS | ||||
Property, plant and equipment, net | 449 | 430 | ||
Eliminations | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | 0 | 0 | ||
Intercompany receivable (payable) | 111 | 104 | ||
Inventory | 0 | 0 | ||
Prepaid expenses and other assets | 0 | 0 | ||
Total current assets | 111 | 104 | ||
Investments in subsidiaries | (3,439) | (3,283) | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Other long-term assets | 0 | 0 | ||
Total assets | (3,328) | (3,179) | ||
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 | ||
Total stockholders’ equity (deficit) | (3,328) | (3,179) | ||
Total liabilities and stockholders’ equity (deficit) | (3,328) | (3,179) | ||
Eliminations | Rental equipment, net | ||||
ASSETS | ||||
Property, plant and equipment, net | 0 | 0 | ||
Eliminations | Property and equipment, net | ||||
ASSETS | ||||
Property, plant and equipment, net | 0 | 0 | ||
Parent | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Accounts receivable, net | 0 | 0 | ||
Intercompany receivable (payable) | 571 | 336 | ||
Inventory | 0 | 0 | ||
Prepaid expenses and other assets | 6 | 5 | ||
Total current assets | 577 | 341 | ||
Investments in subsidiaries | 1,354 | 1,292 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Other long-term assets | 3 | 0 | ||
Total assets | 1,972 | 1,671 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
Short-term debt and current maturities of long-term debt | 1 | 1 | ||
Accounts payable | 0 | 0 | ||
Accrued expenses and other liabilities | 0 | 0 | ||
Total current liabilities | 1 | 1 | ||
Long-term debt | 2 | 2 | ||
Deferred taxes | 21 | 20 | ||
Other long-term liabilities | 0 | 0 | ||
Total liabilities | 24 | 23 | ||
Total stockholders’ equity (deficit) | 1,948 | 1,648 | ||
Total liabilities and stockholders’ equity (deficit) | 1,972 | 1,671 | ||
Parent | Reportable Legal Entities | Rental equipment, net | ||||
ASSETS | ||||
Property, plant and equipment, net | 0 | 0 | ||
Parent | Reportable Legal Entities | Property and equipment, net | ||||
ASSETS | ||||
Property, plant and equipment, net | $ 38 | 38 | ||
URNA | ||||
Condensed Financial Information Other Details [Abstract] | ||||
Ownership percentage in subsidiaries | 100.00% | |||
URNA | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | $ 9 | 21 | 8 | 18 |
Accounts receivable, net | 35 | 38 | ||
Intercompany receivable (payable) | (353) | (137) | ||
Inventory | 70 | 61 | ||
Prepaid expenses and other assets | 67 | 51 | ||
Total current assets | (172) | 34 | ||
Investments in subsidiaries | 1,071 | 1,013 | ||
Goodwill | 3,213 | 3,013 | ||
Other intangible assets, net | 746 | 686 | ||
Other long-term assets | 7 | 6 | ||
Total assets | 11,760 | 10,787 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
Short-term debt and current maturities of long-term debt | 26 | 25 | ||
Accounts payable | 630 | 217 | ||
Accrued expenses and other liabilities | 371 | 305 | ||
Total current liabilities | 1,027 | 547 | ||
Long-term debt | 7,452 | 7,076 | ||
Deferred taxes | 1,858 | 1,805 | ||
Other long-term liabilities | 69 | 67 | ||
Total liabilities | 10,406 | 9,495 | ||
Total stockholders’ equity (deficit) | 1,354 | 1,292 | ||
Total liabilities and stockholders’ equity (deficit) | 11,760 | 10,787 | ||
URNA | Reportable Legal Entities | Rental equipment, net | ||||
ASSETS | ||||
Property, plant and equipment, net | 6,555 | 5,709 | ||
URNA | Reportable Legal Entities | Property and equipment, net | ||||
ASSETS | ||||
Property, plant and equipment, net | $ 340 | 326 | ||
Guarantor Subsidiaries | ||||
Condensed Financial Information Other Details [Abstract] | ||||
Ownership percentage in subsidiaries | 100.00% | |||
Guarantor Subsidiaries | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | $ 0 | 0 | 0 | 0 |
Accounts receivable, net | 0 | 0 | ||
Intercompany receivable (payable) | (201) | (188) | ||
Inventory | 0 | 0 | ||
Prepaid expenses and other assets | 0 | 0 | ||
Total current assets | (201) | (188) | ||
Investments in subsidiaries | 1,014 | 978 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Other long-term assets | 0 | 0 | ||
Total assets | 844 | 816 | ||
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 | 11 | 13 | ||
Total current liabilities | 11 | 13 | ||
Long-term debt | 114 | 111 | ||
Deferred taxes | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Total liabilities | 125 | 124 | ||
Total stockholders’ equity (deficit) | 719 | 692 | ||
Total liabilities and stockholders’ equity (deficit) | 844 | 816 | ||
Guarantor Subsidiaries | Reportable Legal Entities | Rental equipment, net | ||||
ASSETS | ||||
Property, plant and equipment, net | 0 | 0 | ||
Guarantor Subsidiaries | Reportable Legal Entities | Property and equipment, net | ||||
ASSETS | ||||
Property, plant and equipment, net | 31 | 26 | ||
Non-Guarantor Subsidiaries - Foreign | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | 329 | 291 | 257 | 161 |
Accounts receivable, net | 98 | 96 | ||
Intercompany receivable (payable) | (128) | (115) | ||
Inventory | 8 | 7 | ||
Prepaid expenses and other assets | 4 | 5 | ||
Total current assets | 311 | 284 | ||
Investments in subsidiaries | 0 | 0 | ||
Goodwill | 255 | 247 | ||
Other intangible assets, net | 52 | 56 | ||
Other long-term assets | 0 | 0 | ||
Total assets | 1,179 | 1,107 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
Short-term debt and current maturities of long-term debt | 2 | 3 | ||
Accounts payable | 62 | 26 | ||
Accrued expenses and other liabilities | 25 | 25 | ||
Total current liabilities | 89 | 54 | ||
Long-term debt | 3 | 4 | ||
Deferred taxes | 73 | 71 | ||
Other long-term liabilities | 0 | 0 | ||
Total liabilities | 165 | 129 | ||
Total stockholders’ equity (deficit) | 1,014 | 978 | ||
Total liabilities and stockholders’ equity (deficit) | 1,179 | 1,107 | ||
Non-Guarantor Subsidiaries - Foreign | Reportable Legal Entities | Rental equipment, net | ||||
ASSETS | ||||
Property, plant and equipment, net | 521 | 480 | ||
Non-Guarantor Subsidiaries - Foreign | Reportable Legal Entities | Property and equipment, net | ||||
ASSETS | ||||
Property, plant and equipment, net | 40 | 40 | ||
Non-Guarantor Subsidiaries - SPV | Reportable Legal Entities | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Accounts receivable, net | 857 | 786 | ||
Intercompany receivable (payable) | 0 | 0 | ||
Inventory | 0 | 0 | ||
Prepaid expenses and other assets | 0 | 0 | ||
Total current assets | 857 | 786 | ||
Investments in subsidiaries | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets, net | 0 | 0 | ||
Other long-term assets | 0 | 0 | ||
Total assets | 857 | 786 | ||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||
Short-term debt and current maturities of long-term debt | 615 | 568 | ||
Accounts payable | 0 | 0 | ||
Accrued expenses and other liabilities | 1 | 1 | ||
Total current liabilities | 616 | 569 | ||
Long-term debt | 0 | 0 | ||
Deferred taxes | 0 | 0 | ||
Other long-term liabilities | 0 | 0 | ||
Total liabilities | 616 | 569 | ||
Total stockholders’ equity (deficit) | 241 | 217 | ||
Total liabilities and stockholders’ equity (deficit) | 857 | 786 | ||
Non-Guarantor Subsidiaries - SPV | Reportable Legal Entities | Rental equipment, net | ||||
ASSETS | ||||
Property, plant and equipment, net | 0 | 0 | ||
Non-Guarantor Subsidiaries - SPV | Reportable Legal Entities | Property and equipment, net | ||||
ASSETS | ||||
Property, plant and equipment, net | 0 | $ 0 | ||
ABL Facility | ||||
Condensed Financial Information Other Details [Abstract] | ||||
Line of credit facility, restricted payment capacity | 1,027 | |||
ABL Facility | URNA | ||||
Condensed Financial Information Other Details [Abstract] | ||||
Line of credit facility, restricted payment capacity | $ 456 |
Condensed Consolidating Finan53
Condensed Consolidating Financial Information of Guarantor Subsidiaries - CONDENSED CONSOLIDATING STATEMENT OF INCOME AND COMPREHENSIVE INCOME (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Revenues: | |||||
Equipment rentals | $ 1,367 | $ 1,204 | $ 2,533 | $ 2,321 | |
Sales of rental equipment | 133 | 134 | 239 | 249 | |
Sales of new equipment | 47 | 36 | 86 | 66 | |
Contractor supplies sales | 21 | 22 | 39 | 41 | |
Service and other revenues | 29 | 25 | 56 | 54 | |
Total revenues | 1,597 | 1,421 | 2,953 | 2,731 | |
Cost of revenues: | |||||
Cost of equipment rentals, excluding depreciation | 525 | 456 | 999 | 905 | |
Depreciation of rental equipment | 266 | 242 | 514 | 485 | |
Cost of rental equipment sales | 81 | 79 | 141 | 147 | |
Cost of new equipment sales | 40 | 29 | 74 | 54 | |
Cost of contractor supplies sales | 15 | 15 | 28 | 28 | |
Cost of service and other revenues | 15 | 10 | 28 | 22 | |
Total cost of revenues | 942 | 831 | 1,784 | 1,641 | |
Gross profit | 655 | 590 | 1,169 | 1,090 | |
Selling, general and administrative expenses | 218 | 177 | 411 | 354 | |
Merger related costs | 14 | 0 | 16 | 0 | |
Restructuring charge | 19 | 2 | 19 | 4 | |
Non-rental depreciation and amortization | 64 | 64 | 126 | 131 | |
Operating (loss) income | 340 | 347 | 597 | 601 | |
Interest (income) expense, net | 113 | 132 | 207 | 239 | |
Other (income) expense, net | (2) | (2) | 0 | (2) | |
Income before provision for income taxes | 229 | 217 | 390 | 364 | |
Provision for income taxes | 88 | 83 | 140 | 138 | |
Income (loss) before equity in net earnings (loss) of subsidiaries | 141 | 134 | 250 | 226 | |
Equity in net earnings (loss) of subsidiaries | 0 | 0 | 0 | 0 | |
Net income | 141 | 134 | 250 | 226 | |
Other comprehensive income (loss) | 25 | 0 | 33 | 63 | |
Comprehensive income (loss) | [1] | 166 | 134 | 283 | 289 |
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 | |||
Restructuring charge | 0 | 0 | 0 | 0 | |
Non-rental depreciation and amortization | 0 | 0 | 0 | 0 | |
Operating (loss) income | 0 | 0 | 0 | 0 | |
Interest (income) expense, net | (1) | (1) | (2) | (2) | |
Other (income) expense, net | 0 | 0 | 0 | 0 | |
Income before provision for income taxes | 1 | 1 | 2 | 2 | |
Provision for income taxes | 0 | 0 | 0 | 0 | |
Income (loss) before equity in net earnings (loss) of subsidiaries | 1 | 1 | 2 | 2 | |
Equity in net earnings (loss) of subsidiaries | (89) | (85) | (135) | (125) | |
Net income | (88) | (84) | (133) | (123) | |
Other comprehensive income (loss) | (72) | 4 | (95) | (171) | |
Comprehensive income (loss) | (160) | (80) | (228) | (294) | |
Parent | Reportable Legal Entities | |||||
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 | 19 | 2 | 42 | 8 | |
Merger related costs | 0 | 0 | |||
Restructuring charge | 0 | 0 | 0 | 0 | |
Non-rental depreciation and amortization | 4 | 4 | 8 | 8 | |
Operating (loss) income | (23) | (6) | (50) | (16) | |
Interest (income) expense, net | (3) | (1) | (5) | (3) | |
Other (income) expense, net | (131) | (116) | (243) | (222) | |
Income before provision for income taxes | 111 | 111 | 198 | 209 | |
Provision for income taxes | 42 | 42 | 63 | 79 | |
Income (loss) before equity in net earnings (loss) of subsidiaries | 69 | 69 | 135 | 130 | |
Equity in net earnings (loss) of subsidiaries | 72 | 65 | 115 | 96 | |
Net income | 141 | 134 | 250 | 226 | |
Other comprehensive income (loss) | 25 | 0 | 33 | 63 | |
Comprehensive income (loss) | 166 | 134 | 283 | 289 | |
URNA | Reportable Legal Entities | |||||
Revenues: | |||||
Equipment rentals | 1,262 | 1,103 | 2,332 | 2,127 | |
Sales of rental equipment | 121 | 117 | 216 | 221 | |
Sales of new equipment | 42 | 31 | 77 | 58 | |
Contractor supplies sales | 19 | 18 | 35 | 35 | |
Service and other revenues | 24 | 22 | 48 | 47 | |
Total revenues | 1,468 | 1,291 | 2,708 | 2,488 | |
Cost of revenues: | |||||
Cost of equipment rentals, excluding depreciation | 472 | 407 | 895 | 811 | |
Depreciation of rental equipment | 245 | 219 | 472 | 440 | |
Cost of rental equipment sales | 75 | 70 | 129 | 132 | |
Cost of new equipment sales | 35 | 25 | 66 | 48 | |
Cost of contractor supplies sales | 13 | 12 | 25 | 24 | |
Cost of service and other revenues | 14 | 10 | 25 | 19 | |
Total cost of revenues | 854 | 743 | 1,612 | 1,474 | |
Gross profit | 614 | 548 | 1,096 | 1,014 | |
Selling, general and administrative expenses | 171 | 155 | 316 | 299 | |
Merger related costs | 14 | 16 | |||
Restructuring charge | 19 | 1 | 19 | 3 | |
Non-rental depreciation and amortization | 56 | 54 | 108 | 111 | |
Operating (loss) income | 354 | 338 | 637 | 601 | |
Interest (income) expense, net | 115 | 133 | 208 | 239 | |
Other (income) expense, net | 141 | 124 | 265 | 246 | |
Income before provision for income taxes | 98 | 81 | 164 | 116 | |
Provision for income taxes | 39 | 32 | 67 | 45 | |
Income (loss) before equity in net earnings (loss) of subsidiaries | 59 | 49 | 97 | 71 | |
Equity in net earnings (loss) of subsidiaries | 13 | 16 | 18 | 25 | |
Net income | 72 | 65 | 115 | 96 | |
Other comprehensive income (loss) | 25 | 0 | 33 | 63 | |
Comprehensive income (loss) | 97 | 65 | 148 | 159 | |
Guarantor Subsidiaries | Reportable Legal Entities | |||||
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 | |||
Restructuring charge | 0 | 0 | 0 | 0 | |
Non-rental depreciation and amortization | 0 | 0 | 0 | 0 | |
Operating (loss) income | 0 | 0 | 0 | 0 | |
Interest (income) expense, net | 0 | 0 | 1 | 1 | |
Other (income) expense, net | 0 | 0 | 0 | 0 | |
Income before provision for income taxes | 0 | 0 | (1) | (1) | |
Provision for income taxes | 0 | 0 | 0 | 0 | |
Income (loss) before equity in net earnings (loss) of subsidiaries | 0 | 0 | (1) | (1) | |
Equity in net earnings (loss) of subsidiaries | 4 | 4 | 2 | 4 | |
Net income | 4 | 4 | 1 | 3 | |
Other comprehensive income (loss) | 26 | (2) | 34 | 60 | |
Comprehensive income (loss) | 30 | 2 | 35 | 63 | |
Non-Guarantor Subsidiaries - Foreign | Reportable Legal Entities | |||||
Revenues: | |||||
Equipment rentals | 105 | 101 | 201 | 194 | |
Sales of rental equipment | 12 | 17 | 23 | 28 | |
Sales of new equipment | 5 | 5 | 9 | 8 | |
Contractor supplies sales | 2 | 4 | 4 | 6 | |
Service and other revenues | 5 | 3 | 8 | 7 | |
Total revenues | 129 | 130 | 245 | 243 | |
Cost of revenues: | |||||
Cost of equipment rentals, excluding depreciation | 53 | 49 | 104 | 94 | |
Depreciation of rental equipment | 21 | 23 | 42 | 45 | |
Cost of rental equipment sales | 6 | 9 | 12 | 15 | |
Cost of new equipment sales | 5 | 4 | 8 | 6 | |
Cost of contractor supplies sales | 2 | 3 | 3 | 4 | |
Cost of service and other revenues | 1 | 0 | 3 | 3 | |
Total cost of revenues | 88 | 88 | 172 | 167 | |
Gross profit | 41 | 42 | 73 | 76 | |
Selling, general and administrative expenses | 21 | 18 | 38 | 37 | |
Merger related costs | 0 | 0 | |||
Restructuring charge | 0 | 1 | 0 | 1 | |
Non-rental depreciation and amortization | 4 | 6 | 10 | 12 | |
Operating (loss) income | 16 | 17 | 25 | 26 | |
Interest (income) expense, net | (1) | 0 | 0 | 1 | |
Other (income) expense, net | 11 | 11 | 23 | 20 | |
Income before provision for income taxes | 6 | 6 | 2 | 5 | |
Provision for income taxes | 2 | 2 | 0 | 1 | |
Income (loss) before equity in net earnings (loss) of subsidiaries | 4 | 4 | 2 | 4 | |
Equity in net earnings (loss) of subsidiaries | 0 | 0 | 0 | 0 | |
Net income | 4 | 4 | 2 | 4 | |
Other comprehensive income (loss) | 21 | (2) | 28 | 48 | |
Comprehensive income (loss) | 25 | 2 | 30 | 52 | |
Non-Guarantor Subsidiaries - SPV | Reportable Legal Entities | |||||
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 | 7 | 2 | 15 | 10 | |
Merger related costs | 0 | 0 | |||
Restructuring charge | 0 | 0 | 0 | 0 | |
Non-rental depreciation and amortization | 0 | 0 | 0 | 0 | |
Operating (loss) income | (7) | (2) | (15) | (10) | |
Interest (income) expense, net | 3 | 1 | 5 | 3 | |
Other (income) expense, net | (23) | (21) | (45) | (46) | |
Income before provision for income taxes | 13 | 18 | 25 | 33 | |
Provision for income taxes | 5 | 7 | 10 | 13 | |
Income (loss) before equity in net earnings (loss) of subsidiaries | 8 | 11 | 15 | 20 | |
Equity in net earnings (loss) of subsidiaries | 0 | 0 | 0 | 0 | |
Net income | 8 | 11 | 15 | 20 | |
Other comprehensive income (loss) | 0 | 0 | 0 | 0 | |
Comprehensive income (loss) | $ 8 | $ 11 | $ 15 | $ 20 | |
[1] | There were no material reclassifications from accumulated other comprehensive loss reflected in other comprehensive income during 2017 or 2016. 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 income during 2017 or 2016. |
Condensed Consolidating Finan54
Condensed Consolidating Financial Information of Guarantor Subsidiaries - CONDENSED CONSOLIDATING CASH FLOW INFORMATION (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | $ 1,337 | $ 1,247 |
Net cash (used in) provided by investing activities | (1,692) | (522) |
Net cash provided by (used in) financing activities | 370 | (651) |
Effect of foreign exchange rates | 11 | 12 |
Net (decrease) increase in cash and cash equivalents | 26 | 86 |
Cash and cash equivalents at beginning of period | 312 | 179 |
Cash and cash equivalents at end of period | 338 | 265 |
Eliminations | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 0 | 0 |
Net cash (used in) provided by investing activities | 0 | 0 |
Net cash provided by (used in) financing activities | 0 | 0 |
Effect of foreign exchange rates | 0 | 0 |
Net (decrease) increase 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 |
Parent | Reportable Legal Entities | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 10 | 2 |
Net cash (used in) provided by investing activities | (10) | (2) |
Net cash provided by (used in) financing activities | 0 | 0 |
Effect of foreign exchange rates | 0 | 0 |
Net (decrease) increase 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 | Reportable Legal Entities | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 1,305 | 1,096 |
Net cash (used in) provided by investing activities | (1,632) | (522) |
Net cash provided by (used in) financing activities | 315 | (584) |
Effect of foreign exchange rates | 0 | 0 |
Net (decrease) increase in cash and cash equivalents | (12) | (10) |
Cash and cash equivalents at beginning of period | 21 | 18 |
Cash and cash equivalents at end of period | 9 | 8 |
Guarantor Subsidiaries | Reportable Legal Entities | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | (1) | (1) |
Net cash (used in) provided by investing activities | 0 | 0 |
Net cash provided by (used in) financing activities | 1 | 1 |
Effect of foreign exchange rates | 0 | 0 |
Net (decrease) increase 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 | Reportable Legal Entities | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | 78 | 84 |
Net cash (used in) provided by investing activities | (50) | 2 |
Net cash provided by (used in) financing activities | (1) | (2) |
Effect of foreign exchange rates | 11 | 12 |
Net (decrease) increase in cash and cash equivalents | 38 | 96 |
Cash and cash equivalents at beginning of period | 291 | 161 |
Cash and cash equivalents at end of period | 329 | 257 |
Non-Guarantor Subsidiaries - SPV | Reportable Legal Entities | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash provided by (used in) operating activities | (55) | 66 |
Net cash (used in) provided by investing activities | 0 | 0 |
Net cash provided by (used in) financing activities | 55 | (66) |
Effect of foreign exchange rates | 0 | 0 |
Net (decrease) increase 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 |