Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2014 | Feb. 25, 2015 | Jun. 30, 2014 |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | SERVICEMASTER GLOBAL HOLDINGS INC | ||
Entity Central Index Key | 1428875 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 134,476,512 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $321 | ||
Entity Well-known Seasoned Issuer | No |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue | $2,457 | $2,293 | $2,214 |
Cost of services rendered and products sold | 1,298 | 1,220 | 1,196 |
Selling and administrative expenses | 668 | 691 | 678 |
Amortization expense | 52 | 51 | 58 |
Impairment of software and other related costs | 47 | ||
Consulting agreement termination fees | 21 | ||
Restructuring charges | 11 | 6 | 15 |
Interest expense | 219 | 247 | 245 |
Interest and net investment income | -7 | -8 | -7 |
Loss on extinguishment of debt | 65 | 55 | |
Income (Loss) from Continuing Operations before Income Taxes | 84 | 86 | -26 |
Provision (benefit) for income taxes | 40 | 43 | -8 |
Equity in losses of joint venture | -1 | ||
Income (Loss) from Continuing Operations | 43 | 42 | -18 |
Loss from discontinued operations, net of income taxes | -100 | -549 | -696 |
Net Loss | -57 | -507 | -714 |
Other Comprehensive (Loss) Income, Net of Income Taxes: | |||
Net unrealized (losses) gains on securities | -1 | 1 | 1 |
Net unrealized (losses) gains on derivative instruments | -6 | 3 | 12 |
Foreign currency translation | -5 | -4 | |
Other Comprehensive (Loss) Income, Net of Income Taxes | -13 | 13 | |
Total Comprehensive Loss | -70 | -507 | -701 |
Weighted average common shares outstanding - Basic | 112.8 | 91.6 | 91.9 |
Weighted-average common shares outstanding - Diluted | 113.8 | 92.2 | 91.9 |
Basic (Loss) Earnings Per Share: | |||
Income (Loss) from Continuing Operations (in dollars per share) | $0.38 | $0.46 | ($0.20) |
Loss from discontinued operations, net of income taxes (in dollars per share) | ($0.88) | ($6) | ($7.57) |
Net Loss (in dollars per share) | ($0.50) | ($5.53) | ($7.77) |
Diluted Earnings (Loss) Per Share: | |||
Income (Loss) from Continuing Operations (in dollars per share)Income from continuing operations (in dollars per share) | $0.38 | $0.46 | ($0.20) |
Loss from discontinued operations, net of income taxes (in dollars per share) | ($0.88) | ($5.95) | ($7.57) |
Net Loss (in dollars per share) | ($0.50) | ($5.49) | ($7.77) |
SvM [Member] | |||
Revenue | 2,457 | 2,293 | 2,214 |
Cost of services rendered and products sold | 1,298 | 1,220 | 1,196 |
Selling and administrative expenses | 666 | 691 | 677 |
Amortization expense | 52 | 51 | 58 |
Impairment of software and other related costs | 47 | ||
Consulting agreement termination fees | 21 | ||
Restructuring charges | 11 | 6 | 15 |
Interest expense | 219 | 247 | 245 |
Interest and net investment income | -8 | -8 | -7 |
Loss on extinguishment of debt | 65 | 55 | |
Income (Loss) from Continuing Operations before Income Taxes | 85 | 87 | -25 |
Provision (benefit) for income taxes | 41 | 43 | -8 |
Equity in losses of joint venture | -1 | ||
Income (Loss) from Continuing Operations | 44 | 43 | -18 |
Loss from discontinued operations, net of income taxes | -100 | -549 | -696 |
Net Loss | -56 | -506 | -714 |
Other Comprehensive (Loss) Income, Net of Income Taxes: | |||
Net unrealized (losses) gains on securities | -1 | 1 | 1 |
Net unrealized (losses) gains on derivative instruments | -6 | 3 | 12 |
Foreign currency translation | -5 | -4 | |
Other Comprehensive (Loss) Income, Net of Income Taxes | -13 | 13 | |
Total Comprehensive Loss | ($69) | ($506) | ($701) |
Consolidated_Statements_of_Fin
Consolidated Statements of Financial Position (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | |
In Millions, unless otherwise specified | |||
Current Assets: | |||
Cash and cash equivalents | $389 | $484 | |
Marketable securities | 19 | 27 | |
Receivables, less allowances of $25 and $26, respectively | 441 | 394 | |
Inventories | 42 | 39 | |
Prepaid expenses and other assets | 44 | 56 | |
Deferred customer acquisition costs | 35 | 30 | |
Deferred taxes | 76 | 107 | |
Assets of discontinued operations | 76 | ||
Total Current Assets | 1,044 | 1,213 | |
Property and Equipment: | |||
At cost | 369 | 381 | |
Less: accumulated depreciation | -233 | -204 | |
Net Property and Equipment | 136 | 177 | |
Other Assets: | |||
Goodwill | 2,069 | 2,018 | |
Intangible assets, primarily trade names, service marks and trademarks, net | 1,696 | 1,721 | |
Notes receivable | 26 | 22 | |
Long-term marketable securities | 88 | 122 | |
Other assets | 41 | 49 | |
Debt issuance costs | 34 | 41 | |
Assets of discontinued operations | 542 | ||
Total Assets | 5,134 | [1] | 5,905 |
Current Liabilities: | |||
Accounts payable | 84 | 92 | |
Accrued liabilities: | |||
Payroll and related expenses | 82 | 70 | |
Self-insured claims and related expenses | 92 | 78 | |
Accrued interest payable | 34 | 51 | |
Other | 51 | 55 | |
Deferred revenue | 514 | 448 | |
Liabilities of discontinued operations | 9 | 139 | |
Current portion of long-term debt | 39 | 39 | |
Total Current Liabilities | 905 | 972 | |
Long-Term Debt | 3,017 | 3,867 | |
Other Long-Term Liabilities: | |||
Deferred taxes | 715 | 712 | |
Liabilities of discontinued operations | 162 | ||
Other long-term obligations, primarily self-insured claims | 138 | 169 | |
Total Other Long-Term Liabilities | 854 | 1,043 | |
Commitments and Contingencies (See Note 4) | |||
Shareholders' Equity: | |||
Common stock $0.01 par value (authorized 2,000,000,000 shares with 141,731,682 shares issued and 134,092,335 outstanding at December 31, 2014 and 98,915,432 shares issued and 91,669,470 outstanding at December 31, 2013) | 2 | 1 | |
Additional paid-in capital | 2,207 | 1,523 | |
Retained deficit | -1,720 | -1,390 | |
Accumulated other comprehensive (loss) income | -8 | 7 | |
Less common stock held in treasury, at cost (7,639,347 shares at December 31, 2014 and 7,245,962 shares at December 31, 2013) | -122 | -118 | |
Total Shareholders' Equity | 359 | 23 | |
Total Liabilities and Shareholders' Equity | 5,134 | 5,905 | |
SvM [Member] | |||
Current Assets: | |||
Cash and cash equivalents | 368 | 476 | |
Marketable securities | 19 | 27 | |
Receivables, less allowances of $25 and $26, respectively | 441 | 394 | |
Inventories | 42 | 39 | |
Prepaid expenses and other assets | 44 | 56 | |
Deferred customer acquisition costs | 35 | 30 | |
Deferred taxes | 97 | 107 | |
Assets of discontinued operations | 76 | ||
Total Current Assets | 1,045 | 1,205 | |
Property and Equipment: | |||
At cost | 369 | 381 | |
Less: accumulated depreciation | -233 | -204 | |
Net Property and Equipment | 136 | 177 | |
Other Assets: | |||
Goodwill | 2,069 | 2,018 | |
Intangible assets, primarily trade names, service marks and trademarks, net | 1,696 | 1,721 | |
Notes receivable | 26 | 37 | |
Long-term marketable securities | 88 | 122 | |
Other assets | 41 | 49 | |
Debt issuance costs | 34 | 41 | |
Assets of discontinued operations | 542 | ||
Total Assets | 5,135 | 5,912 | |
Current Liabilities: | |||
Accounts payable | 84 | 92 | |
Accrued liabilities: | |||
Payroll and related expenses | 80 | 70 | |
Self-insured claims and related expenses | 92 | 78 | |
Accrued interest payable | 34 | 51 | |
Other | 51 | 55 | |
Deferred revenue | 514 | 448 | |
Liabilities of discontinued operations | 9 | 139 | |
Current portion of long-term debt | 39 | 39 | |
Total Current Liabilities | 902 | 972 | |
Long-Term Debt | 3,017 | 3,867 | |
Other Long-Term Liabilities: | |||
Deferred taxes | 715 | 690 | |
Liabilities of discontinued operations | 162 | ||
Other long-term obligations, primarily self-insured claims | 138 | 169 | |
Total Other Long-Term Liabilities | 853 | 1,021 | |
Commitments and Contingencies (See Note 4) | |||
Shareholders' Equity: | |||
Additional paid-in capital | 2,129 | 1,475 | |
Retained deficit | -1,759 | -1,430 | |
Accumulated other comprehensive (loss) income | -8 | 7 | |
Total Shareholders' Equity | 362 | 52 | |
Total Liabilities and Shareholders' Equity | $5,135 | $5,912 | |
[1] | Assets of discontinued operations are not included in the business segment table. |
Consolidated_Statements_of_Fin1
Consolidated Statements of Financial Position (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, except Share data, unless otherwise specified | ||
Consolidated Statements of Financial Position | ||
Allowance for receivables (in dollars) | $25 | $26 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued (in shares) | 141,731,682 | 98,915,432 |
Common stock, shares outstanding (in shares) | 134,092,335 | 91,669,470 |
Treasury stock (in shares) | 7,639,347 | 7,245,962 |
Consolidated_Statements_of_Sha
Consolidated Statements of Shareholder's Equity (USD $) | SvM [Member] | SvM [Member] | SvM [Member] | SvM [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Treasury Stock [Member] | Total |
In Millions, except Share data | Additional Paid-in Capital [Member] | Retained Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | |||||||
Balance, value at Dec. 31, 2011 | $1,464 | ($210) | ($6) | $1,248 | $1 | $1,502 | ($169) | ($6) | ($94) | $1,234 |
Balance, shares at Dec. 31, 2011 | 98,000,000 | -6,000,000 | ||||||||
Net income (loss) | -714 | -714 | -714 | -714 | ||||||
Other comprehensive income, net of tax | 13 | 13 | 13 | 13 | ||||||
Total Comprehensive Loss | -714 | 13 | -701 | -714 | 13 | -701 | ||||
Issuance of common stock, value | 2 | 2 | ||||||||
Exercise of stock options, value | 4 | 4 | ||||||||
Vesting of RSUs, value | -1 | -1 | ||||||||
DSUs converted into common stock | -1 | 1 | ||||||||
Repurchase of common stock, value | -10 | -10 | ||||||||
Stock-based employee compensation | 7 | 7 | 7 | 7 | ||||||
Balance at Dec. 31, 2012 | 1,472 | -924 | 7 | 555 | 1 | 1,513 | -883 | 7 | -103 | 535 |
Balance, shares at Dec. 31, 2012 | 98,000,000 | -6,000,000 | ||||||||
Net income (loss) | -506 | -506 | -507 | -507 | ||||||
Total Comprehensive Loss | -506 | -506 | -507 | -507 | ||||||
Issuance of common stock, shares | 1,000,000 | |||||||||
Issuance of common stock, value | 7 | 7 | ||||||||
Exercise of stock options, value | 1 | 1 | ||||||||
Vesting of RSUs, value | -1 | -1 | ||||||||
DSUs converted into common stock | -1 | 1 | ||||||||
Repurchase of common stock, shares | -1,000,000 | |||||||||
Repurchase of common stock, value | -16 | -16 | ||||||||
Stock-based employee compensation | 4 | 4 | 4 | 4 | ||||||
Balance at Dec. 31, 2013 | 1,475 | -1,430 | 7 | 52 | 1 | 1,523 | -1,390 | 7 | -118 | 23 |
Balance, shares at Dec. 31, 2013 | 99,000,000 | -7,000,000 | ||||||||
Net income (loss) | -56 | -56 | -57 | -57 | ||||||
Net assets distributed to New TruGreen | -274 | -1 | -275 | -274 | -1 | -275 | ||||
Other comprehensive income, net of tax | -13 | -13 | -13 | -13 | ||||||
Total Comprehensive Loss | -56 | -13 | -69 | -57 | -13 | -70 | ||||
Issuance of common stock, value | 6 | 6 | ||||||||
Issuance of common stock through IPO, shares | 41,000,000 | |||||||||
Issuance of common stock through IPO, value | 663 | 663 | ||||||||
Exercise of stock options, shares | 1,000,000 | 821,372 | ||||||||
Exercise of stock options, value | 10 | 10 | ||||||||
Vesting of RSUs, value | -1 | -1 | ||||||||
DSUs converted into common stock | -1 | 1 | ||||||||
Repurchase of common stock, value | -5 | -5 | ||||||||
Stock-based employee compensation | 8 | 8 | 8 | 8 | ||||||
Contribution from Holdings | 646 | 646 | ||||||||
Balance at Dec. 31, 2014 | $2,129 | ($1,759) | ($8) | $362 | $2 | $2,207 | ($1,720) | ($8) | ($122) | $359 |
Balance, shares at Dec. 31, 2014 | 142,000,000 | -8,000,000 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash and Cash Equivalents at Beginning of Period | $484 | $418 | $330 |
Cash Flows from Operating Activities from Continuing Operations: | |||
Net Loss | -57 | -507 | -714 |
Adjustments to reconcile net loss to net cash provided from operating activities: | |||
Loss from discontinued operations, net of income taxes | 100 | 549 | 696 |
Equity in losses of joint venture | 1 | ||
Depreciation expense | 48 | 48 | 42 |
Amortization expense | 52 | 51 | 58 |
Amortization of debt issuance costs | 8 | 10 | 13 |
Impairment of software and other related costs | 47 | ||
Loss on extinguishment of debt | 65 | 55 | |
Call premium paid on retirement of debt | -35 | -43 | |
Premium received on issuance of debt | 3 | ||
Deferred income tax provision | 29 | 33 | -15 |
Stock-based compensation expense | 8 | 4 | 7 |
Gain on sales of marketable securities | -4 | -2 | |
Other | 6 | 3 | 21 |
Change in working capital, net of acquisitions: | |||
Receivables | -34 | -21 | -20 |
Inventories and other current assets | -1 | -1 | 11 |
Accounts payable | -1 | 16 | 9 |
Deferred revenue | 39 | 25 | 15 |
Accrued liabilities | 1 | -1 | -23 |
Accrued interest payable | -17 | 2 | -13 |
Accrued restructuring charges | 3 | -3 | |
Current income taxes | -3 | 2 | |
Net Cash Provided from Operating Activities from Continuing Operations | 253 | 208 | 104 |
Cash Flows from Investing Activities from Continuing Operations: | |||
Property additions | -35 | -39 | -44 |
Sale of equipment and other assets | 2 | 1 | |
Other business acquisitions, net of cash acquired | -58 | -32 | -40 |
Notes receivable, financial investments and securities, net | 35 | -1 | |
Net Cash Used for Investing Activities from Continuing Operations | -56 | -70 | -85 |
Cash Flows from Financing Activities from Continuing Operations: | |||
Borrowings of debt | 1,825 | 1 | 1,350 |
Payments of debt | -2,698 | -53 | -1,326 |
Discount paid on issuance of debt | -18 | -12 | |
Debt issuance costs paid | -24 | -6 | -33 |
Contribution to TruGreen Holding Corporation | -35 | ||
Repurchase of common stock and RSU vesting | -6 | -16 | -11 |
Issuance of common stock | 679 | 8 | 6 |
Net Cash Used for Financing Activities from Continuing Operations | -277 | -78 | -14 |
Cash Flows from Discontinued Operations: | |||
Cash used for operating activities | -11 | 39 | 129 |
Cash used for investing activities | -2 | -21 | -37 |
Cash used for financing activities | -3 | -12 | -9 |
Net Cash Used for Discontinued Operations | -15 | 6 | 83 |
Cash Decrease During the Period | -95 | 66 | 88 |
Cash and Cash Equivalents at End of Period | 389 | 484 | 418 |
SvM [Member] | |||
Cash and Cash Equivalents at Beginning of Period | 476 | 412 | 321 |
Cash Flows from Operating Activities from Continuing Operations: | |||
Net Loss | -56 | -506 | -714 |
Adjustments to reconcile net loss to net cash provided from operating activities: | |||
Loss from discontinued operations, net of income taxes | 100 | 549 | 696 |
Equity in losses of joint venture | 1 | ||
Depreciation expense | 48 | 48 | 42 |
Amortization expense | 52 | 51 | 58 |
Amortization of debt issuance costs | 8 | 10 | 13 |
Impairment of software and other related costs | 47 | ||
Loss on extinguishment of debt | 65 | 55 | |
Call premium paid on retirement of debt | -35 | -43 | |
Premium received on issuance of debt | 3 | ||
Deferred income tax provision | 30 | 34 | -15 |
Stock-based compensation expense | 8 | 4 | 7 |
Gain on sales of marketable securities | -4 | -2 | |
Other | 6 | 3 | 21 |
Change in working capital, net of acquisitions: | |||
Receivables | -34 | -19 | -22 |
Inventories and other current assets | -1 | -2 | 12 |
Accounts payable | -1 | 16 | 9 |
Deferred revenue | 39 | 25 | 15 |
Accrued liabilities | -2 | 1 | -23 |
Accrued interest payable | -17 | 2 | -13 |
Accrued restructuring charges | 3 | -3 | |
Current income taxes | -3 | 1 | |
Net Cash Provided from Operating Activities from Continuing Operations | 253 | 211 | 102 |
Cash Flows from Investing Activities from Continuing Operations: | |||
Property additions | -35 | -39 | -44 |
Sale of equipment and other assets | 2 | 1 | |
Other business acquisitions, net of cash acquired | -58 | -32 | -40 |
Notes receivable, financial investments and securities, net | 35 | -1 | |
Notes receivable from affiliate | 14 | -14 | |
Net Cash Used for Investing Activities from Continuing Operations | -42 | -84 | -85 |
Cash Flows from Financing Activities from Continuing Operations: | |||
Borrowings of debt | 1,825 | 1 | 1,350 |
Payments of debt | -2,698 | -53 | -1,326 |
Discount paid on issuance of debt | -18 | -12 | |
Debt issuance costs paid | -24 | -6 | -33 |
Contribution to TruGreen Holding Corporation | -35 | ||
Contribution from Holdings | 646 | ||
Net Cash Used for Financing Activities from Continuing Operations | -304 | -70 | -9 |
Cash Flows from Discontinued Operations: | |||
Cash used for operating activities | -11 | 39 | 129 |
Cash used for investing activities | -2 | -21 | -37 |
Cash used for financing activities | -3 | -12 | -9 |
Net Cash Used for Discontinued Operations | -15 | 6 | 83 |
Cash Decrease During the Period | -108 | 64 | 91 |
Cash and Cash Equivalents at End of Period | $368 | $476 | $412 |
Basis_of_Presentation
Basis of Presentation | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Basis of Presentation [Abstract] | ||||
Basis of Presentation | Note 1. Basis of Presentation | |||
The consolidated financial statements of ServiceMaster Global Holdings, Inc. include the accounts of ServiceMaster Global Holdings, Inc. (“Holdings”) and its majority-owned subsidiary partnerships, limited liability companies and corporations (collectively, the “Company,” “we,” “us, and “our”), including The ServiceMaster Company, LLC (“SvM”). The consolidated financial statements of The ServiceMaster Company, LLC include the accounts of SvM and its majority-owned subsidiary partnerships, limited liability companies and corporations. All consolidated Company subsidiaries are wholly-owned. Intercompany transactions and balances have been eliminated. | ||||
The Company is a leading provider of essential residential and commercial services. The Company’s services include termite and pest control, home warranties, disaster restoration, janitorial, residential cleaning, furniture repair and home inspection. The Company provides these services through an extensive service network of company-owned, franchised and licensed locations operating primarily under the following leading brands: Terminix, American Home Shield, ServiceMaster Restore, ServiceMaster Clean, Merry Maids, Furniture Medic and AmeriSpec. | ||||
TruGreen Spin-off | ||||
On January 14, 2014, the Company completed the TruGreen Spin-off resulting in the spin-off of the assets and certain liabilities of the TruGreen Business through a tax-free, pro rata dividend to Holdings’ stockholders. As a result of the completion of the TruGreen Spin-off, New TruGreen operates the TruGreen Business as a private independent company. The historical results of the TruGreen Business, including the results of operations, cash flows and related assets and liabilities, are reported as discontinued operations for all periods presented herein. | ||||
Reverse Stock Split | ||||
On June 13, 2014, Holdings effected a 2-for-3 reverse stock split of its common stock. The accompanying consolidated financial statements and notes thereto give retroactive effect to the reverse stock split for all periods presented. | ||||
Initial Public Offering | ||||
On June 25, 2014, Holdings’ registration statement on Form S-1 was declared effective by the SEC for an initial public offering of its common stock. Holdings registered the offering and sale of 35,900,000 shares of its common stock and an additional 5,385,000 shares of its common stock sold to the underwriters pursuant to an option to purchase additional shares. On July 1, 2014, Holdings completed the offering of 41,285,000 shares of its common stock at a price of $17.00 per share. The net proceeds and use of proceeds in connection with the offering are summarized in the table below: | ||||
(In millions) | ||||
Net Proceeds | ||||
Gross proceeds | $ | 702 | ||
Underwriting discounts and commissions | -35 | |||
Offering expenses | -4 | |||
Net Proceeds | $ | 663 | ||
(In millions) | ||||
Use of Proceeds | ||||
Partial redemption of 8% 2020 Notes(1) | $ | 234 | ||
Partial redemption of 7% 2020 Notes(1) | 289 | |||
Principal payment of Old Term Facilities(1) | 120 | |||
Consulting agreement termination fees(2) | 21 | |||
Use of Proceeds | $ | 663 | ||
___________________________________ | ||||
-1 | See Note 12 for further details of the total debt reduction of $835 million in July 2014. | |||
-2 | See Note 10 for further details on the termination of the consulting agreements. | |||
Secondary Public Offering | ||||
On February 4, 2015, Holdings’ registration statement on Form S-1 was declared effective by the SEC for a secondary offering of its common stock. Holdings registered on behalf of certain stockholders the offering and sale of 25,000,000 shares of common stock and an additional 3,750,000 shares of common stock sold to the underwriters pursuant to an option to purchase additional shares. On February 10, 2015, the selling stockholders completed the offering of 25,000,000 shares of common stock at a price of $29.50 per share. On February 13, 2015, the selling stockholders completed the offering of an additional 3,750,000 shares of common stock at a price of $29.50 per share pursuant to the underwriters’ option to purchase additional shares. Holdings did not receive any of the proceeds from the aggregate 28,750,000 shares of common stock sold by the selling stockholders. | ||||
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Significant Accounting Policies [Abstract] | |||||||||
Significant Accounting Policies | Note 2. Significant Accounting Policies | ||||||||
The preparation of the consolidated financial statements requires management to make certain estimates and assumptions required under GAAP which may differ from actual results. The more significant areas requiring the use of management estimates relate to revenue recognition; the allowance for uncollectible receivables; accruals for self-insured retention limits related to medical, workers’ compensation, auto and general liability insurance claims; accruals for home warranties and termite damage claims; the possible outcome of outstanding litigation; accruals for income tax liabilities as well as deferred tax accounts; the deferral and amortization of customer acquisition costs; share based compensation; useful lives for depreciation and amortization expense; the valuation of marketable securities; and the valuation of tangible and intangible assets. In 2014, there were no changes in the significant areas that require estimates or in the underlying methodologies used in determining the amounts of these associated estimates. | |||||||||
The allowance for receivables is developed based on several factors including overall customer credit quality, historical write-off experience and specific account analyses that project the ultimate collectability of the outstanding balances. As such, these factors may change over time causing the reserve level to vary. | |||||||||
The Company carries insurance policies on insurable risks at levels which it believes to be appropriate, including workers’ compensation, auto and general liability risks. The Company purchases insurance from third-party insurance carriers. These policies typically incorporate significant deductibles or self-insured retentions. The Company is responsible for all claims that fall within the retention limits. In determining the Company’s accrual for self-insured claims, the Company uses historical claims experience to establish both the current year accrual and the underlying provision for future losses. This actuarially determined provision and related accrual include both known claims, as well as incurred but not reported claims. The Company adjusts its estimate of accrued self-insured claims when required to reflect changes based on factors such as changes in health care costs, accident frequency and claim severity. | |||||||||
The Company seeks to reduce the potential amount of loss arising from self-insured claims by insuring certain levels of risk. While insurance agreements are designed to limit the Company’s losses from large exposure and permit recovery of a portion of direct unpaid losses, insurance does not relieve the Company of its ultimate liability. Accordingly, the accruals for insured claims represent the Company’s total unpaid gross losses. Insurance recoverables, which are reported within Prepaid expenses and other assets and Other assets, relate to estimated insurance recoveries on the insured claims reserves. | |||||||||
Accruals for home warranty claims in the American Home Shield business are made based on the Company’s claims experience and actuarial projections. Termite damage claim accruals in the Terminix business are recorded based on both the historical rates of claims incurred within a contract year and the cost per claim. Current activity could differ causing a change in estimates. The Company has certain liabilities with respect to existing or potential claims, lawsuits, and other proceedings. The Company accrues for these liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Any resulting adjustments, which could be material, are recorded in the period identified. | |||||||||
The Company records deferred income tax balances based on the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and income tax purposes. The Company records its deferred tax items based on the estimated value of the tax basis. The Company adjusts tax estimates when required to reflect changes based on factors such as changes in tax laws, relevant court decisions, results of tax authority reviews and statutes of limitations. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes potential interest and penalties related to its uncertain tax positions in income tax expense. | |||||||||
Revenue | |||||||||
Revenues from pest control services, as well as liquid and fumigation termite applications, are recognized as the services are provided. The Company eradicates termites through the use of non-baiting methods (e.g., fumigation or liquid treatments) and baiting systems. Termite services using baiting systems and termite inspection and protection contracts are frequently sold through annual contracts. Service costs for these contracts are expensed as incurred. The Company recognizes revenue over the life of these contracts in proportion to the expected direct costs. Those costs bear a direct relationship to the fulfillment of the Company’s obligations under the contracts and are representative of the relative value provided to the customer (proportional performance method). The Company regularly reviews its estimates of direct costs for its termite bait contracts and termite inspection and protection contracts and adjusts the estimates when appropriate. | |||||||||
Home warranty contracts are typically one year in duration. Home warranty claims costs are expensed as incurred. The Company recognizes revenue over the life of these contracts in proportion to the expected direct costs. Those costs bear a direct relationship to the fulfillment of the Company’s obligations under the contracts and are representative of the relative value provided to the customer (proportional performance method). The Company regularly reviews its estimates of claims costs and adjusts the estimates when appropriate. | |||||||||
The Company has franchise agreements in its Terminix, ServiceMaster Restore, ServiceMaster Clean, Merry Maids, Furniture Medic and AmeriSpec businesses. Franchise revenue (which in the aggregate represents approximately six percent of annual consolidated revenue from continuing operations) consists principally of continuing monthly fees based upon the franchisee’s customer-level revenue. Monthly fee revenue is recognized when the related customer-level revenue generating activity is performed by the franchisee and collectability is reasonably assured. Franchise revenue also includes initial fees resulting from the sale of a franchise or a license. These initial franchise or license fees are pre-established fixed amounts and are recognized as revenue when collectability is reasonably assured and all material services or conditions relating to the sale have been substantially performed. Total profits from the franchised operations were $71 million, $68 million, and $61 million for the years ended December 31, 2014, 2013 and 2011, respectively. The portion of total franchise fee income related to initial fees received from the sale of franchises was immaterial to the Company’s consolidated financial statements for all periods. | |||||||||
Revenues are presented net of sales taxes collected and remitted to government taxing authorities on the consolidated statements of operations and comprehensive income (loss). | |||||||||
The Company had $514 million and $448 million of deferred revenue as of December 31, 2014 and 2013, respectively. Deferred revenue consists primarily of payments received for annual contracts relating to home warranties, termite baiting, termite inspection and pest control services. | |||||||||
Deferred Customer Acquisition Costs | |||||||||
Customer acquisition costs, which are incremental and direct costs of obtaining a customer, are deferred and amortized over the life of the related contract in proportion to revenue recognized. These costs include sales commissions and direct selling costs which can be shown to have resulted in a successful sale. Deferred customer acquisition costs amounted to $35 million and $30 million as of December 31, 2014 and 2013, respectively. | |||||||||
Advertising | |||||||||
On an interim basis, certain advertising costs are deferred and recognized approximately in proportion to the revenue over the year and are not deferred beyond the calendar year-end. Certain other advertising costs are expensed when the advertising occurs. The cost of direct-response advertising at Terminix, consisting primarily of direct-mail promotions, is capitalized and amortized over its expected period of future benefits. Deferred advertising costs are included in prepaid expenses and other assets on the consolidated statements of financial position. Advertising expense for the years ended December 31, 2014, 2013 and 2012 was $122 million, $114 million and $112 million, respectively. | |||||||||
Inventory | |||||||||
Inventories are recorded at the lower of cost (primarily on a weighted average cost basis) or market. The Company’s inventory primarily consists of finished goods to be used on the customers’ premises or sold to franchisees. | |||||||||
Property and Equipment, Intangible Assets and Goodwill | |||||||||
Property and equipment consist of the following: | |||||||||
Estimated | |||||||||
As of December 31, | Useful Lives | ||||||||
(In millions) | 2014 | 2013 | (Years) | ||||||
Land | $ | 6 | $ | 6 | N/A | ||||
Buildings and improvements | 35 | 31 | 10 - 40 | ||||||
Technology and communications | 185 | 225 | 3 - 7 | ||||||
Machinery, production equipment and vehicles | 124 | 105 | 3 - 9 | ||||||
Office equipment, furniture and fixtures | 19 | 14 | 5 - 7 | ||||||
369 | 381 | ||||||||
Less accumulated depreciation | -233 | -204 | |||||||
Net property and equipment | $ | 136 | $ | 177 | |||||
Depreciation of property and equipment, including depreciation of assets held under capital leases, was $48 million, $48 million and $42 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||
The Company recorded an impairment charge of $47 million ($28 million, net of tax) in the year ended December 31, 2014 related to its decision in the first quarter of 2014 to abandon its efforts to deploy a new operating system at American Home Shield. Included in this charge are the impairment of capitalized software of $45 million and the recognition of the remaining liabilities associated with the termination of lease, maintenance and hosting agreements totaling $2 million. This impairment represented an adjustment of the carrying value of the asset to its estimated fair value of zero on a non-recurring basis. | |||||||||
Intangible assets consisted primarily of goodwill in the amount of $2,069 million and $2,018 million, indefinite-lived trade names in the amount of $1,608 million, and other intangible assets in the amount of $88 million and $113 million as of December 31, 2014 and 2013, respectively. | |||||||||
Fixed assets and intangible assets with finite lives are depreciated and amortized on a straight-line basis over their estimated useful lives. These lives are based on the Company's previous experience for similar assets, potential market obsolescence and other industry and business data. As required by accounting standards for the impairment or disposal of long-lived assets, the Company's long-lived assets, including fixed assets and intangible assets (other than goodwill), are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset, an impairment loss would be recognized equal to the difference between the carrying amount and the fair value of the asset. Changes in the estimated useful lives or in the asset values could cause the Company to adjust its book value or future expense accordingly. | |||||||||
In February 2014, American Home Shield ceased efforts to deploy a new operating system that had been intended to improve customer relationship management capabilities and enhance its operations. We recorded an impairment charge of $47 million in the year ended December 31, 2014 relating to this decision. | |||||||||
As required under accounting standards for goodwill and other intangibles, goodwill is not subject to amortization, and intangible assets with indefinite useful lives are not amortized until their useful lives are determined to no longer be indefinite. Goodwill and intangible assets that are not subject to amortization are subject to assessment for impairment by applying a fair-value based test on an annual basis or more frequently if circumstances indicate a potential impairment. The Company adopted the provisions of ASU 2011-08, "Testing Goodwill for Impairment," in the fourth quarter of 2011. This ASU gives entities the option of performing a qualitative assessment before calculating the fair value of a reporting unit in Step 1 of the goodwill impairment test. If entities determine, on the basis of qualitative factors, that the fair value of a reporting unit is more likely than not greater than its carrying amount, the two-step impairment test would not be required. For the 2014, 2013 and 2012 annual goodwill impairment review performed as of October 1, 2014, October 1, 2013 and October 1, 2012, respectively, the Company did not perform qualitative assessments on any reporting unit, but instead completed Step 1 of the goodwill impairment test for all reporting units. | |||||||||
Goodwill impairment is determined using a two-step process. The first step involves a comparison of the estimated fair value of a reporting unit to its carrying amount, including goodwill. In performing the first step, the Company determines the fair value of a reporting unit using a combination of a DCF analysis, a market-based comparable approach and a market-based transaction approach. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, terminal growth rates, the amount and timing of expected future cash flows, as well as relevant comparable company earnings multiples for the market-based comparable approach and relevant transaction multiples for the market-based transaction approach. The cash flows employed in the DCF analyses are based on the Company's most recent budget and, for years beyond the budget, the Company's estimates, which are based on estimated growth rates. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. In addition, the market-based comparable and transaction approaches utilize comparable company public trading values, comparable company historical results, research analyst estimates and, where available, values observed in private market transactions. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with its goodwill carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. In other words, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment is recognized in an amount equal to that excess. | |||||||||
The impairment test for other intangible assets not subject to amortization involves a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of intangible assets not subject to amortization are determined using a DCF valuation analysis. The DCF methodology used to value trade names is known as the relief from royalty method and entails identifying the hypothetical cash flows generated by an assumed royalty rate that a third-party would pay to license the trade names and discounting them back to the valuation date. Significant judgments inherent in this analysis include the selection of appropriate discount rates and hypothetical royalty rates, estimating the amount and timing of estimated future cash flows attributable to the hypothetical royalty rates and identification of appropriate terminal growth rate assumptions. The discount rates used in the DCF analyses are intended to reflect the risk inherent in the projected future cash flows generated by the respective intangible assets. | |||||||||
Goodwill and indefinite-lived intangible assets, primarily the Company’s trade names, are assessed annually for impairment during the fourth quarter or earlier upon the occurrence of certain events or substantive changes in circumstances. The Company’s 2014, 2013, and 2012 annual impairment analyses, which were performed as of October 1 of each year, did not result in any goodwill or trade name impairments to continuing operations. | |||||||||
The October 1, 2014 estimated fair value of the Merry Maids goodwill was not significantly in excess of its carrying value. Consequently, any further decline in the estimated fair value of this goodwill may result in an impairment. It is possible that such impairment, if required, could be material. | |||||||||
Restricted Net Assets | |||||||||
There are third-party restrictions on the ability of certain of the Company’s subsidiaries to transfer funds to the Company. These restrictions are related to regulatory requirements at American Home Shield and to a subsidiary borrowing arrangement at SMAC. The payment of ordinary and extraordinary dividends by the Company’s home warranty and similar subsidiaries (through which the Company conducts its American Home Shield business) are subject to significant regulatory restrictions under the laws and regulations of the states in which they operate. Among other things, such laws and regulations require certain such subsidiaries to maintain minimum capital and net worth requirements and may limit the amount of ordinary and extraordinary dividends and other payments that these subsidiaries can pay to the Company. As of December 31, 2014, the total net assets subject to these third-party restrictions was $159 million. None of the subsidiaries of the Company are obligated to make funds available to the Company through the payment of dividends. | |||||||||
Fair Value of Financial Instruments and Credit Risk | |||||||||
See Note 18 for information relating to the fair value of financial instruments. Financial instruments, which potentially subject the Company to financial and credit risk, consist principally of investments and receivables. Investments consist primarily of publicly traded debt and common equity securities. The Company periodically reviews its portfolio of investments to determine whether there has been an other than temporary decline in the value of the investments from factors such as deterioration in the financial condition of the issuer or the market(s) in which it competes. The majority of the Company’s receivables have little concentration of credit risk due to the large number of customers with relatively small balances and their dispersion across geographical areas. The Company maintains an allowance for losses based upon the expected collectability of receivables. | |||||||||
Income Taxes | |||||||||
The Company and its subsidiaries file consolidated U.S. federal income tax returns. State and local returns are filed both on a separate company basis and on a combined unitary basis with the Company. Current and deferred income taxes are provided for on a separate company basis. The Company accounts for income taxes using an asset and liability approach for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred income taxes are provided to reflect the differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. Valuation allowances are established when necessary to reduce deferred income tax assets to the amounts expected to be realized. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in its tax return. The Company recognizes potential interest and penalties related to its uncertain tax positions in income tax expense. | |||||||||
Stock-Based Compensation | |||||||||
Our stock-based compensation expense is estimated at the grant date based on an award’s fair value as calculated by the Black-Scholes option-pricing model and is recognized as expense over the requisite service period. The Black-Scholes model requires various highly judgmental assumptions including expected volatility and option life. If any of the assumptions used in the Black-Scholes model change significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period. In addition, we estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience. To the extent our actual forfeiture rate is different from our estimate, stock-based compensation expense is adjusted accordingly. See Note 17 to our consolidated financial statements. | |||||||||
Our board of directors and management intended all options granted to be exercisable, at a price per share not less than the per share fair value of our common stock on the date of grant. We grant options to participants with an exercise price equal to the then current fair value of the common stock. | |||||||||
Earnings Per Share | |||||||||
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, increased to include the number of shares of common stock that would have been outstanding had potential dilutive shares of common stock been issued. The dilutive effect of stock options, restricted stock units and restricted share grants are reflected in diluted net income (loss) per share by applying the treasury stock method. | |||||||||
Newly Issued Accounting Statements and Positions | |||||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or Tax Credit Carryforward Exists” to eliminate the diversity in practice associated with the presentation of unrecognized tax benefits in instances where a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 generally requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except in certain circumstances. The amendments in ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. | |||||||||
In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity” to change the criteria for reporting discontinued operations and enhance the convergence of the FASB’s and the International Standard Board’s reporting requirements for discontinued operations. The changes in ASU 2014-08 amend the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have or will have a major effect on an entity’s operations and financial results. ASU 2014-08 requires expanded disclosures for discontinued operations and also requires an entity to disclose the pretax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting. The amendments in ASU 2014-08 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. The Company anticipates the adoption of this standard will not have a material impact on the Company’s consolidated financial statements. | |||||||||
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” to provide a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This model supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes 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.” Entities have the option of using either a full retrospective or modified approach to adopt the guidance. The amendments in ASU 2014-09 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09. | |||||||||
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements—Going Concern” to require management to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter. The Company anticipates the adoption of this standard will not have a material impact on the Company’s consolidated financial statements. | |||||||||
Business_Segment_Reporting
Business Segment Reporting | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Business Segment Reporting [Abstract] | |||||||||||||||||||
Business Segment Reporting | Note 3. Business Segment Reporting | ||||||||||||||||||
The business of the Company is conducted through three reportable segments: Terminix, American Home Shield and Franchise Services Group. | |||||||||||||||||||
In accordance with accounting standards for segments, the Company’s reportable segments are strategic business units that offer different services. The Terminix segment provides termite and pest control services to residential and commercial customers and distributes pest control products. The American Home Shield segment provides home warranties for household systems and appliances. The Franchise Services Group segment provides residential and commercial disaster restoration, janitorial and cleaning services through franchises primarily under the ServiceMaster, ServiceMaster Restore and ServiceMaster Clean brand names, home cleaning services through franchises and Company-owned operations primarily under the Merry Maids brand name, on-site wood furniture repair and restoration services primarily under the Furniture Medic brand name and home inspection services primarily under the AmeriSpec brand name. Corporate includes SMAC, our financing subsidiary exclusively dedicated to providing financing to our franchisees and retail customers of our operating units, and the Company’s headquarters operations (substantially all of which costs are allocated to the Company’s reportable segments), which provide various technology, marketing, finance, legal and other support services to the reportable segments. The composition of our reportable segments is consistent with that used by our chief operating decision maker (the “CODM”) to evaluate performance and allocate resources. | |||||||||||||||||||
Information regarding the accounting policies used by the Company is described in Note 2. The Company derives substantially all of its revenue from customers and franchisees in the United States with approximately two percent generated in foreign markets. Operating expenses of the business units consist primarily of direct costs and indirect costs allocated from Corporate. Identifiable assets are those used in carrying out the operations of the business unit and include intangible assets directly related to its operations. In periods prior to the TruGreen Spin-off, expenses which were allocated to TruGreen but are not reflected in discontinued operations are included in Corporate. Such expenses amounted to $38 million and $42 million in 2013 and 2012, respectively. | |||||||||||||||||||
The Company uses Reportable Segment Adjusted EBITDA as its measure of segment profitability. Accordingly, the CODM evaluates performance and allocates resources based primarily on Reportable Segment Adjusted EBITDA. Reportable Segment Adjusted EBITDA is defined as net income (loss) before: unallocated corporate expenses; income (loss) from discontinued operations, net of income taxes; provision (benefit) for income taxes; gain (loss) on extinguishment of debt; interest expense; depreciation and amortization expense; non-cash impairment of software and other related costs; non-cash impairment of property and equipment; non-cash stock-based compensation expense; restructuring charges; management and consulting fees; consulting agreement termination fees; and other non-operating expenses. The Company’s definition of Reportable Segment Adjusted EBITDA may not be calculated or comparable to similarly titled measures of other companies. We believe Reportable Segment Adjusted EBITDA is useful for investors, analysts and other interested parties as it facilitates company-to-company operating performance comparisons by excluding potential differences caused by variations in capital structures, taxation, the age and book depreciation of facilities and equipment, restructuring initiatives, consulting agreements, impairments, discontinued operations and equity-based, long-term incentive plans. | |||||||||||||||||||
Information for continuing operations for each reportable segment and Corporate is presented below: | |||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||
(In millions) | 2014 | 2013 | 2012 | ||||||||||||||||
Revenue: | |||||||||||||||||||
Terminix | $ | 1,370 | $ | 1,309 | $ | 1,265 | |||||||||||||
American Home Shield | 828 | 740 | 721 | ||||||||||||||||
Franchise Services Group | 253 | 236 | 221 | ||||||||||||||||
Reportable Segment Revenue | $ | 2,450 | $ | 2,285 | $ | 2,207 | |||||||||||||
Corporate | 7 | 8 | 7 | ||||||||||||||||
Total Revenue | $ | 2,457 | $ | 2,293 | $ | 2,214 | |||||||||||||
Reportable Segment Adjusted EBITDA:(1) | |||||||||||||||||||
Terminix | $ | 309 | $ | 266 | $ | 266 | |||||||||||||
American Home Shield | 179 | 145 | 117 | ||||||||||||||||
Franchise Services Group | 78 | 78 | 70 | ||||||||||||||||
Reportable Segment Adjusted EBITDA | $ | 566 | $ | 489 | $ | 453 | |||||||||||||
Identifiable Assets: | |||||||||||||||||||
Terminix | $ | 2,675 | $ | 2,694 | $ | 2,592 | |||||||||||||
American Home Shield | 1,065 | 1,000 | 976 | ||||||||||||||||
Franchise Services Group | 510 | 513 | 510 | ||||||||||||||||
Reportable Segment Identifiable Assets | $ | 4,250 | $ | 4,207 | $ | 4,078 | |||||||||||||
Corporate - SvM | 886 | 1,087 | 1,044 | ||||||||||||||||
SvM Identifiable Assets | $ | 5,135 | $ | 5,294 | $ | 5,122 | |||||||||||||
Corporate - Holdings | — | -7 | 4 | ||||||||||||||||
Total Identifiable Assets(2) | $ | 5,134 | $ | 5,287 | $ | 5,126 | |||||||||||||
Depreciation & Amortization Expense: | |||||||||||||||||||
Terminix | $ | 73 | $ | 73 | $ | 76 | |||||||||||||
American Home Shield | 9 | 8 | 8 | ||||||||||||||||
Franchise Services Group | 8 | 8 | 8 | ||||||||||||||||
Reportable Segment Depreciation & Amortization Expense | $ | 90 | $ | 89 | $ | 92 | |||||||||||||
Corporate | 10 | 10 | 8 | ||||||||||||||||
Total Depreciation & Amortization Expense(3) | $ | 100 | $ | 99 | $ | 100 | |||||||||||||
Capital Expenditures: | |||||||||||||||||||
Terminix | $ | 7 | $ | 11 | $ | 14 | |||||||||||||
American Home Shield | 10 | 13 | 15 | ||||||||||||||||
Franchise Services Group | 4 | 3 | 2 | ||||||||||||||||
Reportable Segment Capital Expenditures | $ | 21 | $ | 27 | $ | 31 | |||||||||||||
Corporate | 15 | 12 | 13 | ||||||||||||||||
Total Capital Expenditures | $ | 35 | $ | 39 | $ | 44 | |||||||||||||
________________________________ | |||||||||||||||||||
-1 | Presented below is a reconciliation of Reportable Segment Adjusted EBITDA to Net Loss: | ||||||||||||||||||
Holdings | SvM | ||||||||||||||||||
Year Ended December 31, | Year Ended December 31, | ||||||||||||||||||
(In millions) | 2014 | 2013 | 2012 | 2014 | 2013 | 2012 | |||||||||||||
Reportable Segment Adjusted EBITDA: | |||||||||||||||||||
Terminix | $ | 309 | $ | 266 | $ | 266 | $ | 309 | $ | 266 | $ | 266 | |||||||
American Home Shield | 179 | 145 | 117 | 179 | 145 | 117 | |||||||||||||
Franchise Services Group | 78 | 78 | 70 | 78 | 78 | 70 | |||||||||||||
Reportable Segment Adjusted EBITDA | $ | 566 | $ | 489 | $ | 453 | $ | 566 | $ | 489 | $ | 453 | |||||||
Unallocated corporate expenses(a) | $ | -9 | $ | -39 | $ | -40 | $ | -9 | $ | -40 | $ | -39 | |||||||
Depreciation and amortization expense | -100 | -99 | -100 | -100 | -99 | -100 | |||||||||||||
Non-cash impairment of software and other related costs | -47 | — | — | -47 | — | — | |||||||||||||
Non-cash impairment of property and equipment | — | — | -9 | — | — | -9 | |||||||||||||
Non-cash stock-based compensation expense | -8 | -4 | -7 | -8 | -4 | -7 | |||||||||||||
Restructuring charges | -11 | -6 | -15 | -11 | -6 | -15 | |||||||||||||
Management and consulting fees | -4 | -7 | -7 | -4 | -7 | -7 | |||||||||||||
Consulting agreement termination fees | -21 | — | — | -21 | — | — | |||||||||||||
Loss from discontinued operations, net of income taxes | -100 | -549 | -696 | -100 | -549 | -696 | |||||||||||||
(Provision) benefit for income taxes | -40 | -43 | 8 | -41 | -43 | 8 | |||||||||||||
Loss on extinguishment of debt | -65 | — | -55 | -65 | — | -55 | |||||||||||||
Interest expense | -219 | -247 | -245 | -219 | -247 | -245 | |||||||||||||
Other non-operating expenses | 1 | -2 | -1 | 2 | — | — | |||||||||||||
Net Loss | $ | -57 | $ | -507 | $ | -714 | $ | -56 | $ | -506 | $ | -714 | |||||||
___________________________________ | |||||||||||||||||||
(a) | Represents unallocated corporate expenses. | ||||||||||||||||||
-2 | Assets of discontinued operations are not included in the business segment table. | ||||||||||||||||||
-3 | There are no adjustments necessary to reconcile total depreciation and amortization as presented in the business segment table to the consolidated totals. Amortization of debt issue costs is not included in the business segment table. See Note 4 for information relating to segment goodwill. | ||||||||||||||||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Goodwill and Intangible Assets [Abstract] | |||||||||||||||||||||
Goodwill and Intangible Assets | Note 4. Goodwill and Intangible Assets | ||||||||||||||||||||
Goodwill and intangible assets that are not amortized are subject to assessment for impairment by applying a fair-value based test on an annual basis or more frequently if circumstances indicate a potential impairment. The Company’s annual assessment date is October 1. There were no goodwill or trade name impairment charges recorded in continuing operations during the years ended December 31, 2014, 2013, and 2012. | |||||||||||||||||||||
The table below summarizes the goodwill balances for continuing operations by reportable segment: | |||||||||||||||||||||
American | Franchise | ||||||||||||||||||||
(In millions) | Terminix | Home Shield | Services Group | Total | |||||||||||||||||
Balance as of December 31, 2012 | $ | 1,458 | $ | 348 | $ | 189 | $ | 1,995 | |||||||||||||
Acquisitions | 22 | — | 2 | 24 | |||||||||||||||||
Other (1) | — | — | -1 | -1 | |||||||||||||||||
Balance as of December 31, 2013 | 1,480 | 348 | 190 | 2,018 | |||||||||||||||||
Acquisitions | 18 | 34 | 1 | 53 | |||||||||||||||||
Other (1) | -1 | — | -1 | -3 | |||||||||||||||||
Balance as of December 31, 2014 | $ | 1,497 | $ | 381 | $ | 191 | $ | 2,069 | |||||||||||||
___________________________________ | |||||||||||||||||||||
-1 | Reflects the impact of foreign exchange rates. | ||||||||||||||||||||
There were no accumulated impairment losses recorded in continuing operations as of December 31, 2014, 2013 and 2012. | |||||||||||||||||||||
The table below summarizes the other intangible asset balances for continuing operations: | |||||||||||||||||||||
Estimated | |||||||||||||||||||||
Remaining | As of December 31, 2014 | As of December 31, 2013 | |||||||||||||||||||
Useful Lives | Accumulated | Accumulated | |||||||||||||||||||
(In millions) | (Years) | Gross | Amortization | Net | Gross | Amortization | Net | ||||||||||||||
Trade names(1) | N/A | $ | 1,608 | $ | — | $ | 1,608 | $ | 1,608 | $ | — | $ | 1,608 | ||||||||
Customer relationships | 10-Mar | 533 | -489 | 44 | 512 | -447 | 65 | ||||||||||||||
Franchise agreements | 20 - 25 | 88 | -59 | 29 | 88 | -54 | 34 | ||||||||||||||
Other | 30-Apr | 47 | -32 | 15 | 41 | -27 | 14 | ||||||||||||||
Total | $ | 2,277 | $ | -581 | $ | 1,696 | $ | 2,249 | $ | -528 | $ | 1,721 | |||||||||
___________________________________ | |||||||||||||||||||||
-1 | Not subject to amortization. | ||||||||||||||||||||
Amortization expense of $52 million, $51 million and $58 million was recorded in the years ended December 31, 2014, 2013 and 2012, respectively. For the existing intangible assets, the Company anticipates amortization expense of $34 million, $14 million, $10 million, $7 million and $4 million in 2015, 2016, 2017, 2018 and 2019, respectively. | |||||||||||||||||||||
In the years ended December 31, 2014, 2013 and 2012, the TruGreen Business recorded impairment charges of $139 million ($84 million, net of tax), $673 million ($521 million, net of tax) and $909 million ($764 million, net of tax), respectively, in discontinued operations, net of income taxes. | |||||||||||||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Income Taxes [Abstract] | ||||||||||
Income Taxes | Note 5. Income Taxes | |||||||||
As of December 31, 2014, 2013 and 2012, the Company has $13 million, $8 million and $8 million, respectively, of tax benefits primarily reflected in state tax returns that have not been recognized for financial reporting purposes ("unrecognized tax benefits"). At December 31, 2014 and 2013, $13 million and $8 million, respectively, of unrecognized tax benefits would impact the effective tax rate if recognized. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: | ||||||||||
Year Ended December 31, | ||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||
Gross unrecognized tax benefits at beginning of period | $ | 8 | $ | 8 | $ | 9 | ||||
Increases in tax positions for prior years | 1 | 1 | — | |||||||
Increases in tax positions for current year | 7 | 1 | 1 | |||||||
Lapse in statute of limitations | -1 | -2 | -2 | |||||||
Gross unrecognized tax benefits at end of period | $ | 13 | $ | 8 | $ | 8 | ||||
Up to $1 million of the Company's unrecognized tax benefits could be recognized within the next 12 months. As of December 31, 2013, the Company believed that it was reasonably possible that a decrease of up to $1 million in unrecognized tax benefits would have occurred during the year ended December 31, 2014. During the year ended December 31, 2014 unrecognized tax benefits actually decreased by $2 million as a result of the closing of certain state audits and the expiration of statutes of limitation. | ||||||||||
The Company files consolidated and separate income tax returns in the United States federal jurisdiction and in many state and foreign jurisdictions. The Company has been audited by the IRS through its year ended December 31, 2012, and is no longer subject to state and local or foreign income tax examinations by tax authorities for years before 2008. | ||||||||||
In the ordinary course of business, the Company is subject to review by domestic and foreign taxing authorities. For U.S. federal income tax purposes, the Company participates in the IRS's Compliance Assurance Process whereby its U.S. federal income tax returns are reviewed by the IRS both prior to and after their filing. The U.S. federal income tax returns filed by the Company through the year ended December 31, 2012 have been audited by the IRS. In the second quarter of 2014, the IRS completed the audits of the Company's tax returns for the year ended December 31, 2012 with no adjustments or additional payments. The Company's tax returns for the year ended December 31, 2013 are under audit, which is expected to be completed by the second quarter of 2015. The IRS commenced examinations of the Company's U.S. federal income tax returns for 2014 in the first quarter of 2014. The examination is anticipated to be completed by the second quarter of 2016. Five state tax authorities are in the process of auditing state income tax returns of various subsidiaries. | ||||||||||
The Company's policy is to recognize potential interest and penalties related to its tax positions within the tax provision. The Company reversed interest expense of $1 million through the tax provision for the year ended December 30, 2014 and less than $1 million for each of the years ended December 31, 2013 and 2012. During the year ended December 31, 2012, the Company reversed penalties of less than $1 million through the tax provision. There were no similar reversals of penalties for the years ended December 31, 2014 and 2013. As of December 31, 2014 and 2013, the Company had accrued for the payment of interest and penalties of less than $1 million and $1 million, respectively. | ||||||||||
The components of our income (loss) from continuing operations before income taxes are as follows: | ||||||||||
Year Ended December 31, | ||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||
U.S. | $ | 79 | $ | 80 | $ | -31 | ||||
Foreign | 5 | 6 | 5 | |||||||
Income (Loss) from Continuing Operations before Income Taxes | $ | 84 | $ | 86 | $ | -26 | ||||
The reconciliation of income tax computed at the U.S. federal statutory tax rate to the Company's effective income tax rate for continuing operations is as follows: | ||||||||||
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Tax at U.S. federal statutory rate | 35.0 | % | 35.0 | % | 35.0 | % | ||||
State and local income taxes, net of U.S. federal benefit | 12.3 | 9.6 | -13 | |||||||
Tax credits | -3.1 | -2.6 | 3.7 | |||||||
Other permanent items | 1.8 | 0.8 | -4.3 | |||||||
Stock option forfeitures | 1.6 | 4.2 | — | |||||||
Other, including foreign rate differences and reserves | 0.6 | 3.1 | 9.1 | |||||||
Effective rate | 48.2 | % | 50.1 | % | 30.5 | % | ||||
The effective tax rate for discontinued operations for the years ended December 31, 2014, 2013 and 2012 was a tax benefit of 38.1 percent, 23.3 percent and 13.5 percent, respectively. The effective tax rate for the years ending December 31, 2013 and 2012 was impacted by the impairment of non-deductible goodwill. | ||||||||||
Income tax expense from continuing operations is as follows: | ||||||||||
Year Ended December 31, | ||||||||||
(In millions ) | 2014 | 2013 | 2012 | |||||||
Current: | ||||||||||
U.S. federal | $ | — | $ | 1 | $ | — | ||||
Foreign | 3 | 3 | 2 | |||||||
State and local | 9 | 5 | 5 | |||||||
11 | 9 | 7 | ||||||||
Deferred: | ||||||||||
U.S. federal | 27 | 27 | -16 | |||||||
Foreign | — | — | — | |||||||
State and local | 2 | 7 | 1 | |||||||
29 | 33 | -15 | ||||||||
Provision (benefit) for income taxes | $ | 40 | $ | 43 | $ | -8 | ||||
Deferred income tax expense results from timing differences in the recognition of income and expense for income tax and financial reporting purposes. Deferred income tax balances reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes. The deferred tax asset primarily reflects the impact of future tax deductions related to the Company's accruals and certain net operating loss carryforwards. The deferred tax liability is primarily attributable to the basis differences related to intangible assets. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The valuation allowance for deferred tax assets as of December 31, 2014 was $7 million. | ||||||||||
Significant components of the Company's deferred tax balances are as follows: | ||||||||||
As of December 31, | ||||||||||
(In millions) | 2014 | 2013 | ||||||||
Deferred tax assets (liabilities): | ||||||||||
Current Asset: | ||||||||||
Prepaid expenses | $ | -16 | $ | -14 | ||||||
Receivables allowances | 12 | 14 | ||||||||
Accrued insurance expenses | 6 | 9 | ||||||||
Current reserves | 6 | 6 | ||||||||
Accrued expenses and other | 28 | 17 | ||||||||
Net operating loss and tax credit carryforwards | 39 | 74 | ||||||||
Total current asset | $ | 76 | $ | 106 | ||||||
Long-Term Liability: | ||||||||||
Intangible assets(1) | $ | -718 | $ | -717 | ||||||
Accrued insurance expenses | 3 | 3 | ||||||||
Net operating loss and tax credit carryforwards | 51 | 51 | ||||||||
Other long-term obligations | -44 | -43 | ||||||||
Less valuation allowance | -7 | -7 | ||||||||
Total long-term liability | -715 | -713 | ||||||||
Net deferred tax liability | $ | -639 | $ | -607 | ||||||
___________________________________ | ||||||||||
-1 | The deferred tax liability relates primarily to the difference in the tax versus book basis of intangible assets. The majority of this liability will not actually be paid unless certain business units of the Company are sold. | |||||||||
As of December 31, 2014, the Company had deferred tax assets, net of valuation allowances, of $64 million for federal and state net operating loss and capital loss carryforwards, which expire at various dates up to 2034. The Company also had deferred tax assets, net of valuation allowances, of $19 million for federal and state credit carryforwards which expire at various dates up to 2034. The federal and state net operating loss carryforwards in the filed income tax returns included unrecognized tax benefits taken in prior years. The net operating losses for which a deferred tax asset is recognized for financial statement purposes in accordance with ASC 740 are presented net of these unrecognized tax benefits. | ||||||||||
As a result of certain realization requirements of ASC 718, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets as of December 31, 2014 and 2013 that arose directly from tax deductions related to equity compensation greater than compensation recognized for financial reporting. Equity will be increased by $3 million if and when such deferred tax assets are ultimately realized. The Company uses ASC 740 ordering when determining when excess tax benefits have been realized. | ||||||||||
For the year ended December 31, 2011, the Company reorganized certain foreign subsidiaries in conjunction with its international growth initiatives and evaluated its liquidity requirements in the U.S. and the capital requirements of its foreign subsidiaries. Based on these factors, the Company considers undistributed earnings of its foreign subsidiaries as of December 31, 2014 to be indefinitely reinvested. Accordingly, the Company has not recorded deferred taxes for U.S. or foreign withholding taxes on the excess of the amount for financial reporting purposes over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration. This amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. Determination of the amount of any unrecognized deferred income tax liability on this temporary difference is not practicable due to the complexities of the hypothetical calculation. The amount of cash associated with indefinitely reinvested foreign earnings was approximately $20 million and $14 million as of December 31, 2014 and 2013, respectively. The Company does not anticipate the need to repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements. | ||||||||||
Acquisitions
Acquisitions | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Acquisitions [Abstract] | ||||||||||
Acquisitions | Note 6. Acquisitions | |||||||||
Acquisitions have been accounted for using the acquisition method and, accordingly, the results of operations of the acquired businesses have been included in the Company’s consolidated financial statements since their dates of acquisition. The assets and liabilities of these businesses were recorded in the financial statements at their estimated fair values as of the acquisition dates. | ||||||||||
2014 | ||||||||||
On February 28, 2014, the Company acquired HSA. The total net purchase price for this acquisition was $32 million. The Company recorded goodwill of $34 million and other intangibles of $18 million related to this acquisition. | ||||||||||
During the year ended December 31, 2014, the Company completed several pest control, termite and franchise acquisitions. The total net purchase price for these acquisitions was $32 million. The Company recorded goodwill of $20 million and other intangibles of $11 million related to these acquisitions. | ||||||||||
Prior Years | ||||||||||
During the year ended December 31, 2013, the Company completed several pest control and termite acquisitions, along with several franchise acquisitions and the purchase of a distributor license agreement within the Franchise Services Group. The total net purchase price for these acquisitions was $40 million. The Company recorded goodwill of $24 million and other intangibles of $13 million related to these acquisitions. | ||||||||||
During the year ended December 31, 2012, the Company completed several pest control and termite acquisitions, along with several franchise acquisitions and the purchase of a distributor license agreement with the Franchise Services Group. The total net purchase price for these acquisitions was $49 million. Related to these acquisitions, the Company recorded goodwill of $35 million and other intangibles of $13 million. | ||||||||||
Supplemental cash flow information regarding the Company’s acquisitions is as follows: | ||||||||||
Year Ended December 31, | ||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||
Purchase price (including liabilities assumed) | $ | 99 | $ | 40 | $ | 52 | ||||
Less liabilities assumed | -34 | — | -3 | |||||||
Net purchase price | $ | 64 | $ | 40 | $ | 49 | ||||
Net cash paid for acquisitions | $ | 58 | $ | 32 | $ | 40 | ||||
Seller financed debt | 6 | 8 | 9 | |||||||
Payment for acquisitions | $ | 64 | $ | 40 | $ | 49 | ||||
Discontinued_Operations
Discontinued Operations | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Discontinued Operations [Abstract] | ||||||||||
Discontinued Operations | Note 7. Discontinued Operations | |||||||||
TruGreen Spin-off | ||||||||||
On January 14, 2014, the Company completed the TruGreen Spin-off resulting in the spin-off of the assets and certain liabilities of the TruGreen Business through a tax-free, pro rata dividend to Holdings’ stockholders. As a result of the completion of the TruGreen Spin-off, New TruGreen operates the TruGreen Business as a private independent company. | ||||||||||
The TruGreen Business experienced a significant downturn in several years prior to the TruGreen Spin-Off. From 2011 through 2013, the TruGreen Business lost 400,000 customers, or 19 percent of its customer base. The TruGreen Business’s operating margins also eroded during this time frame due to production inefficiencies, higher chemical costs and inflationary pressures, compounded by lower fixed cost leverage as falling customer counts drove revenue down. The TruGreen Business experienced revenue and Adjusted EBITDA declines of 18.6 percent and 87.6 percent, respectively, from 2011 to 2013. In light of these developments, the Company made the decision to effect the TruGreen Spin-off and enable its management to increase its focus on Terminix, American Home Shield and the Franchise Services Group segments while providing New TruGreen, as an independently-operated, private company, the time and focus required to execute a turnaround. | ||||||||||
The following is a summary of the assets and liabilities distributed to New TruGreen as part of the TruGreen spin-off on January 14, 2014: | ||||||||||
(In millions) | ||||||||||
Assets: | ||||||||||
Cash and cash equivalents | $ | 57 | ||||||||
Receivables, net | 22 | |||||||||
Inventories and other current assets | 39 | |||||||||
Property and equipment, net | 181 | |||||||||
Intangible assets, net | 216 | |||||||||
Other long-term assets | 6 | |||||||||
Total Assets | $ | 521 | ||||||||
Liabilities: | ||||||||||
Current liabilities | $ | 149 | ||||||||
Long-term debt and other long-term liabilities | 97 | |||||||||
Total Liabilities | $ | 246 | ||||||||
Net assets distributed to New TruGreen | $ | 275 | ||||||||
The historical results of the TruGreen Business, including the results of operations, cash flows and related assets and liabilities, are reported as discontinued operations for all periods presented herein. | ||||||||||
In connection with the TruGreen Spin-off, the Company and New TruGreen entered into a transition services agreement pursuant to which the Company and its subsidiaries provide New TruGreen with specified communications, public relations, finance and accounting, tax, treasury, internal audit, human resources operations and benefits, risk management and insurance, supply management, real estate management, marketing, facilities, information technology and other support services. The charges for the transition services are designed to allow the Company to fully recover the direct costs of providing the services, plus specified margins and any out-of-pocket costs and expenses. The services provided under the transition services agreement will terminate at various specified times, and in no event later than January 14, 2016 (except certain information technology services, which the Company expects to provide to New TruGreen beyond the two-year period). New TruGreen may terminate the transition services agreement (or certain services under the transition services agreement) for convenience upon 90 days written notice, in which case New TruGreen will be required to reimburse the Company for early termination costs. Under this transition services agreement, in the year ended December 31, 2014, the Company recorded $36 million of fees due from New TruGreen, which is included, net of costs incurred, in Selling and administrative expenses in the consolidated statement of operations and comprehensive income (loss). As of December 31, 2014, all amounts owed by New TruGreen under this agreement have been paid. | ||||||||||
During the year ended December 31, 2014, the Company processed certain of New TruGreen’s accounts payable transactions. Through this process, in the year ended December 31, 2014, $97 million was paid on New TruGreen’s behalf, all of which was repaid by New TruGreen. | ||||||||||
In addition, the Company, New TruGreen and TGLP entered into (1) a separation and distribution agreement containing key provisions relating to the separation of the TruGreen Business and the distribution of New TruGreen common stock to Holdings’ stockholders (including relating to specified TruGreen legal matters with respect to which we have agreed to retain liability, as well as insurance coverage, non-competition, indemnification and other matters), (2) an employee matters agreement allocating liabilities and responsibilities relating to employee benefit plans and programs and other related matters and (3) a tax matters agreement governing the respective rights, responsibilities and obligations of the parties thereto with respect to taxes, including allocating liabilities for income taxes attributable to New TruGreen and its subsidiaries generally to the Company for tax periods (or portions thereof) ending on or before January 14, 2014 and generally to New TruGreen for tax periods (or portions thereof) beginning after that date. | ||||||||||
TruGreen Goodwill and Intangible Assets | ||||||||||
Goodwill and indefinite lived intangible assets, primarily the Company’s trade names, are assessed annually for impairment during the fourth quarter or earlier upon the occurrence of certain events or substantive changes in circumstances. | ||||||||||
Goodwill – Prior Years | ||||||||||
The Company performed an interim goodwill impairment analysis at TruGreen as of June 30, 2013 that resulted in a pre-tax non-cash goodwill impairment of $417 million. After this impairment charge, there was no goodwill remaining at TruGreen. The Company performed an interim goodwill impairment analysis at TruGreen as of September 30, 2012 that resulted in a pre-tax non-cash goodwill impairment of $794 million. During the fourth quarter of 2012, the Company finalized its September 30, 2012 TruGreen valuation resulting in a $4 million adjustment to goodwill decreasing the 2012 goodwill impairment charge to $790 million. The Company’s 2013 and 2012 annual goodwill impairment analyses, which were performed as of October 1 of each year, did not result in any goodwill impairments. | ||||||||||
The goodwill impairment charge recorded in 2013 was primarily attributable to a decline in forecasted 2013 and future cash flows at TruGreen over a defined projection period as of June 30, 2013 compared to the projections used in the last annual impairment assessment performed on October 1, 2012. The changes in projected cash flows at TruGreen arose in part from the business challenges at TruGreen. Although the Company projected future improvement in cash flows at TruGreen as a part of its June 30, 2013 impairment analysis, total cash flows and projected growth in those cash flows were lower than those projected at the time TruGreen was last tested for impairment in 2012. The long term growth rates used in the impairment tests at June 30, 2013 and October 1, 2012 were the same and were in line with historical U.S. gross domestic product growth rates. The discount rate used in the June 30, 2013 impairment test was 100 bps lower than the discount rate used in the October 1, 2012 impairment test for TruGreen. The decrease in the discount rate is primarily attributable to changes in market conditions which indicated an improved outlook for the U.S. financial markets and a higher risk tolerance for investors since the 2012 analysis. | ||||||||||
The goodwill impairment charge recorded in 2012 was primarily attributable to a decline in forecasted 2012 cash flows and a decrease in projected future growth in cash flows at TruGreen over a defined projection period as of September 30, 2012 compared to the projections used in the previous annual impairment assessment performed on October 1, 2011. Although the Company projected future growth in cash flows at TruGreen as a part of its September 30, 2012 impairment analysis, total cash flows and projected growth in those cash flows were lower than that projected at the time TruGreen was tested for impairment in 2011. The long term growth rates used in the impairment tests at September 30, 2012 and October 1, 2011 were the same and in line with historical U.S. gross domestic product growth rates. The discount rate used in the September 30, 2012 impairment test was 50 bps lower than the discount rate used in the October 1, 2011 impairment test for TruGreen. The decrease in the discount rate is primarily attributable to changes in market conditions which indicated an improved outlook for the U.S. financial markets since the 2011 analysis. | ||||||||||
Intangible Assets – 2014 | ||||||||||
As a result of the TruGreen Spin-off, the Company was required to perform an interim impairment analysis as of January 14, 2014 on the TruGreen trade name. The assumptions were developed with the view of the TruGreen Business as a stand-alone company, resulting in an increase in the assumed discount rate of 350 bps, as compared to the discount rate used in the October 1, 2013 impairment test for the TruGreen trade name. This interim impairment analysis resulted in a pre-tax non-cash trade name impairment charge of $139 million ($84 million, net of tax) to reduce the carrying value of the TruGreen trade name to its estimated fair value. This impairment charge was recorded in Loss from discontinued operations, net of income taxes, in the year ended December 31, 2014. The impairment of the TruGreen trade name represented an adjustment of the carrying value of the asset to its estimated fair value on a non-recurring basis using significant unobservable inputs on the date of the TruGreen Spin-off. | ||||||||||
Intangible Assets – Prior Years | ||||||||||
The Company performed an interim trade name impairment analysis at TruGreen as of June 30, 2013 resulting in a pre-tax non-cash trade name impairment charge of $256 million recorded in the second quarter of 2013. The Company performed an interim trade name impairment analysis at TruGreen as of June 30, 2012 resulting in a pre-tax non-cash trade name impairment charge of $68 million recorded in the second quarter of 2012. Further, the Company performed an interim trade name impairment analysis at TruGreen as of September 30, 2012 resulting in a pre-tax non-cash trade name impairment charge of $51 million recorded in the third quarter of 2012. The Company’s 2013 and 2012 annual trade name impairment analyses, which were performed as of October 1 of each year, did not result in any trade name impairments. | ||||||||||
Based on the revenue results at TruGreen in the first six months of 2013 and a lower revenue outlook for the remainder of 2013 and future years, the Company concluded that there was an impairment indicator requiring the performance of an interim indefinite lived intangible asset impairment test for the TruGreen trade name as of June 30, 2013. The impairment charge recorded in the second quarter of 2013 was primarily attributable to a decrease in the assumed royalty rate and a decrease in projected future growth in revenue at TruGreen over a defined projection period as of June 30, 2013 compared to the royalty rate and projections used in the last annual impairment assessment performed on October 1, 2012. The decrease in the assumed royalty rate was due to lower current and projected earnings as a percent of revenue as compared to the last annual impairment test. Although the Company projected future growth in revenue at TruGreen as part of its June 30, 2013 impairment analysis, total projected revenue was lower than the revenue projected at the time the trade name was last tested for impairment in October 2012. The changes in projected future revenue growth at TruGreen arose in part from the business challenges at TruGreen. The long term revenue growth rates used in the impairment tests at October 1, 2013, June 30, 2013 and October 1, 2012 were the same and in line with historical U.S. gross domestic product growth rates. The discount rates used in the October 1, 2013 and June 30, 2013 impairment tests were the same, but were 100 bps lower than the discount rate used in the October 1, 2012 impairment test for the TruGreen trade name. The decrease in the discount rate from 2012 is primarily attributable to changes in market conditions which indicated an improved outlook for the U.S. financial markets and a higher risk tolerance for investors since the last analysis. | ||||||||||
Based on the revenue results at TruGreen in the first six months of 2012 and a then lower revenue outlook for the remainder of 2012 and future years, the Company concluded that there was an impairment indicator requiring the performance of an interim indefinite lived intangible asset impairment test for the TruGreen trade name as of June 30, 2012. Based on the revenue results of TruGreen in the third quarter of 2012 and the revised outlook for the remainder of the year and future years, the Company performed another impairment analysis on its TruGreen trade name to determine its fair value as of September 30, 2012. The impairment charge recorded in the second quarter of 2012 was primarily attributable to a decrease in projected future growth in revenue at TruGreen over a defined projection period as of June 30, 2012 compared to the projections used in the previous annual impairment assessment performed on October 1, 2011. The third quarter impairment charge was primarily attributable to a further reduction in projected revenue growth as compared to expectations in the second quarter of 2012. Although the Company projected future growth in revenue at TruGreen over a defined projection period as a part of its September 30, 2012 impairment analysis, such growth was lower than the revenue growth projected at the time the trade name was tested for impairment in the second quarter of 2012. The long term revenue growth rates used for periods after the defined projection period in the impairment tests at September 30, 2012, June 30, 2012 and October 1, 2011 were the same and in line with historical U.S. gross domestic product growth rates. The discount rates used in the September 30, 2012 and June 30, 2012 impairment tests were the same, but were 50 bps lower than the discount rate used in the October 1, 2011 impairment test for the TruGreen trade name. The decrease in the discount rate from 2011 is primarily attributable to changes in market conditions which indicated an improved outlook for the U.S. financial markets since the last analysis. | ||||||||||
Financial Information for Discontinued Operations | ||||||||||
Loss from discontinued operations, net of income taxes, for all periods presented includes the operating results of the TruGreen Business and previously sold businesses. | ||||||||||
The operating results of discontinued operations are as follows: | ||||||||||
Year Ended December 31, | ||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||
Revenue | $ | 6 | $ | 896 | $ | 979 | ||||
Loss before income taxes(1) | -161 | -716 | -803 | |||||||
Benefit for income taxes(1) | -61 | -167 | -107 | |||||||
Loss from discontinued operations, net of income taxes(1) | $ | -100 | $ | -549 | $ | -696 | ||||
___________________________________ | ||||||||||
-1 | During 2014, 2013 and 2012, the Company recorded pre‑tax non‑cash impairment charges of $139 million ($84 million, net of tax), $673 million ($521 million, net of tax) and $909 million ($764 million, net of tax), respectively, associated with the goodwill and trade name at its TruGreen Business, which is reported in loss from discontinued operations, net of income taxes. | |||||||||
Assets and liabilities of discontinued operations are summarized below: | ||||||||||
As of December 31, | ||||||||||
(In millions) | 2014 | 2013 | ||||||||
Assets: | ||||||||||
Receivables, net | $ | — | $ | 28 | ||||||
Inventories and other current assets | — | 48 | ||||||||
Total Current Assets | — | 76 | ||||||||
Property and equipment, net | — | 181 | ||||||||
Intangible assets, net | — | 355 | ||||||||
Other long-term assets | — | 6 | ||||||||
Total Assets | $ | — | $ | 618 | ||||||
Liabilities: | ||||||||||
Current liabilities | $ | 9 | $ | 139 | ||||||
Long-term debt and other long-term liabilities | — | 162 | ||||||||
Total Liabilities | $ | 9 | $ | 301 | ||||||
At December 31, 2014, the liabilities of discontinued operations relate primarily to accruals for legal and other reserves. At December 31, 2013, these balances also reflect the historical assets and liabilities of the TruGreen Business, which was spun off in the year ended December 31, 2014. | ||||||||||
Restructuring_Charges
Restructuring Charges | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Restructuring Charges [Abstract] | ||||||||||
Restructuring Charges | Note 8. Restructuring Charges | |||||||||
The Company incurred restructuring charges of $11 million ($7 million, net of tax), $6 million ($4 million, net of tax) and $15 million ($9 million, net of tax) for the years ended December 31, 2014, 2013 and 2012, respectively. Restructuring charges were comprised of the following: | ||||||||||
Year Ended December 31, | ||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||
Terminix branch optimization(1) | $ | 2 | $ | 2 | $ | 4 | ||||
American Home Shield reorganization(2) | — | — | 1 | |||||||
Franchise services group reorganization(2) | 3 | — | 1 | |||||||
Corporate(3) | 6 | 4 | 9 | |||||||
Total restructuring charges | $ | 11 | $ | 6 | $ | 15 | ||||
___________________________________ | ||||||||||
-1 | These charges included severance costs of $2 million, $1 million and $1 million for the years ended December 31, 2014, 2013 and 2012, respectively, and lease termination costs of $1 million and $3 million for the years ended December 31, 2013 and 2012, respectively. | |||||||||
-2 | For the years ended December 31, 2014 and 2012, these charges included severance costs. | |||||||||
-3 | Represents restructuring charges related to an initiative to enhance capabilities and reduce costs in the Company’s headquarters functions that provide Company-wide administrative services for our operations. For the years ended December 31, 2014, 2013 and 2012, these charges included severance and other costs of $5 million, $1 million and $4 million, respectively, and professional fees of $1 million, $3 million and $5 million, respectively. | |||||||||
The pretax charges discussed above are reported in Restructuring charges in the consolidated statements of operations and comprehensive (loss) income. | ||||||||||
A reconciliation of the beginning and ending balances of accrued restructuring charges, which are included in Accrued Liabilities—Other on the consolidated statements of financial position, is presented as follows: | ||||||||||
Accrued | ||||||||||
Restructuring | ||||||||||
(In millions) | Charges | |||||||||
Balance as of December 31, 2012 | $ | 4 | ||||||||
Costs incurred | 6 | |||||||||
Costs paid or otherwise settled | -9 | |||||||||
Balance as of December 31, 2013 | 1 | |||||||||
Costs incurred | 11 | |||||||||
Costs paid or otherwise settled | -8 | |||||||||
Balance as of December 31, 2014 | $ | 4 | ||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Commitments and Contingencies [Abstract] | ||||
Commitments and Contingencies | Note 9. Commitments and Contingencies | |||
The Company leases certain property and equipment under various operating lease arrangements. Most of the property leases provide that the Company pay taxes, insurance and maintenance applicable to the leased premises. As leases for existing locations expire, the Company expects to renew the leases or substitute another location and lease. | ||||
Rental expense for the years ended December 31, 2014, 2013 and 2012 was $31 million, $29 million and $31 million, respectively. Based on leases in place as of December 31, 2014, future long-term non-cancelable operating lease payments will be approximately $19 million in 2015, $16 million in 2016, $13 million in 2017, $10 million in 2018, $6 million in 2019 and $5 million in 2020 and thereafter. | ||||
In the normal course of business, the Company periodically enters into agreements that incorporate indemnification provisions. While the maximum amount to which the Company may be exposed under such agreements cannot be estimated, the Company does not expect these guarantees and indemnifications to have a material effect on the Company’s business, financial condition, results of operations or cash flows. | ||||
The Company carries insurance policies on insurable risks at levels that it believes to be appropriate, including workers’ compensation, auto and general liability risks. The Company purchases insurance policies from third-party insurance carriers, which typically incorporate significant deductibles or self-insured retentions. The Company is responsible for all claims that fall below the retention limits. In determining the Company’s accrual for self-insured claims, the Company uses historical claims experience to establish both the current year accrual and the underlying provision for future losses. This actuarially determined provision and related accrual includes known claims, as well as incurred but not reported claims. The Company adjusts its estimate of accrued self-insured claims when required to reflect changes based on factors such as changes in health care costs, accident frequency and claim severity. | ||||
A reconciliation of beginning and ending accrued self-insured claims, which are included in Accrued liabilities—Self-insured claims and related expenses and Other long-term obligations, primarily self-insured claims on the consolidated statements of financial position, net of reinsurance recoverables, which are included in Prepaid expenses and other assets and Other assets on the consolidated statements of financial position, is presented as follows: | ||||
Accrued | ||||
Self-insured | ||||
(In millions) | Claims, Net | |||
Balance as of December 31, 2012 | $ | 103 | ||
Provision for self-insured claims | 47 | |||
Cash payments | -49 | |||
Balance as of December 31, 2013 | 101 | |||
Provision for self-insured claims | 45 | |||
Cash payments | -43 | |||
Balance as of December 31, 2014 | $ | 104 | ||
Accruals for home warranty claims in the American Home Shield business are made based on the Company’s claims experience and actuarial projections. Termite damage claim accruals in the Terminix business are recorded based on both the historical rates of claims incurred within a contract year and the cost per claim. Current activity could differ causing a change in estimates. The Company has certain liabilities with respect to existing or potential claims, lawsuits and other proceedings. The Company accrues for these liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Any resulting adjustments, which could be material, are recorded in the period the adjustments are identified. | ||||
In the ordinary course of conducting business activities, the Company and its subsidiaries become involved in judicial, administrative and regulatory proceedings involving both private parties and governmental authorities. These proceedings include insured and uninsured matters that are brought on an individual, collective, representative and class action basis, or other proceedings involving regulatory, employment, general and commercial liability, automobile liability, wage and hour, environmental and other matters. The Company has entered into settlement agreements in certain cases, including with respect to putative collective and class actions, which are subject to court or other approvals. If one or more of the Company’s settlements are not finally approved, the Company could have additional or different exposure, which could be material. At this time, the Company does not expect any of these proceedings to have a material effect on its reputation, business, financial position, results of operations or cash flows; however, the Company can give no assurance that the results of any such proceedings will not materially affect its reputation, business, financial position, results of operations and cash flows. | ||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10. Related Party Transactions |
On July 24, 2007, we were taken private pursuant to a merger transaction, and, following the completion of the merger and other subsequent transactions and prior to Holdings’ initial public offering, the significant majority of Holdings’ outstanding common stock was owned by investment funds managed by, or affiliated with the Equity Sponsors. Upon completion of Holdings’ initial public offering on July 1, 2014 and the secondary public offering in February 2015, the Equity Sponsors continued to hold approximately 42 percent of Holdings’ common stock. See Note 1 “—Initial Public Offering” and “—Secondary Public Offering” for further details on our ownership structure. | |
Consulting Agreements | |
The Company was a party to a consulting agreement with CD&R under which CD&R provided the Company with ongoing consulting and management advisory services. The annual consulting fee payable under the consulting agreement with CD&R was $6 million. Under this agreement, the Company recorded consulting fees of $3 million, $6 million and $6 million for the years ended December 31, 2014, 2013 and 2012, respectively, which is included in Selling and administrative expenses in the consolidated statements of operations and comprehensive income (loss). | |
The Company was also a party to consulting agreements with StepStone, JPMorgan and Ridgemont. Pursuant to the consulting agreements, the Company was required to pay aggregate annual consulting fees of $1 million to StepStone, JPMorgan and Ridgemont (formerly payable to BAS), respectively. The Company recorded aggregate consulting fees related to these agreements of $1 million in each of the years ended December 31, 2014, 2013 and 2012, which is included in Selling and administrative expenses in the consolidated statements of comprehensive (loss) income. | |
On July 1, 2014, in connection with the completion of Holdings’ initial public offering, the Company paid the Equity Sponsors aggregate fees of $21 million in connection with the termination of the consulting agreements, which is recorded in the year ended December 31, 2014 in Consulting agreement termination fees in the consolidated statements of operations and comprehensive income (loss). | |
Revolving Promissory Note | |
On April 19, 2013, SvM entered into a revolving promissory note with Holdings with a maximum borrowing capacity of $25 million that was scheduled to mature on April 18, 2018. Amounts outstanding under this agreement bore interest at the rate of five percent per annum. As of December 31, 2013, the amount due to SvM by Holdings under this note was $14 million. The funds borrowed under this note were used by Holdings to repurchase shares of its common stock from associates who have left the Company. On July 1, 2014, Holdings used a portion of the proceeds from the initial public offering to repay in full this inter-company loan. | |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2014 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | Note 11. Employee Benefit Plans |
Discretionary contributions to qualified profit sharing and non-qualified deferred compensation plans were made in the amount of $12 million, $13 million and $12 million for the years ended December 31, 2013, 2012 and 2011, respectively. | |
LongTerm_Debt
Long-Term Debt | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Long-Term Debt [Abstract] | |||||||
Long-Term Debt | Note 12. Long-Term Debt | ||||||
Long-term debt is summarized in the following table: | |||||||
As of December 31, | |||||||
(In millions) | 2014 | 2013 | |||||
Senior secured term loan facility maturing in 2017 (Tranche B) | $ | — | $ | 991 | |||
Senior secured term loan facility maturing in 2017 (Tranche C)(1) | — | 1,198 | |||||
Senior secured term loan facility maturing in 2021(2) | 1,803 | — | |||||
7.00% senior notes maturing in 2020 | 488 | 750 | |||||
8.00% senior notes maturing in 2020(3) | 391 | 602 | |||||
Revolving credit facility maturing in 2019 | — | — | |||||
7.10% notes maturing in 2018(4) | 73 | 71 | |||||
7.45% notes maturing in 2027(4) | 161 | 159 | |||||
7.25% notes maturing in 2038(4) | 64 | 63 | |||||
Vehicle capital leases(5) | 39 | 32 | |||||
Other | 37 | 40 | |||||
Less current portion | -39 | -39 | |||||
Total long-term debt | $ | 3,017 | $ | 3,867 | |||
___________________________________ | |||||||
-1 | As of December 31, 2013, presented net of $10 million in unamortized original issue discount paid as part of the 2013 amendment to the Old Term Facilities. | ||||||
-2 | As of December 31, 2014, presented net of $17 million in unamortized original issue discount paid as part of the Term Loan Facility as described below under “––Refinancing of Indebtedness.” | ||||||
-3 | As of December 31, 2014 and 2013, includes $1 million and $2 million, respectively, in unamortized premium received on the sale of $100 million aggregate principal amount of such notes. | ||||||
-4 | As of December 31, 2014 and 2013, collectively presented net of $59 million and $64 million, respectively, of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates shown above. | ||||||
-5 | SvM has entered into the Fleet Agreement which, among other things, allows SvM to obtain fleet vehicles through a leasing program. All leases under the Fleet Agreement are capital leases for accounting purposes. The lease rental payments include an interest component calculated using a variable rate based on one-month LIBOR plus other contractual adjustments and a borrowing margin totaling 2.45 percent. | ||||||
Term Loan Facility | |||||||
On July 1, 2014, in connection with Holdings’ initial public offering, SvM terminated the Old Term Facilities and entered into a $1,825 million Term Loan Facility, maturing July 1, 2021. Borrowings under the Term Loan Facility, together with $243 million of available cash and $120 million of net proceeds of the initial public offering, were used to repay in full the $2,187 million outstanding under the Old Term Facilities. In addition, $42 million of available cash was used to pay debt issuance costs of $24 million and to pay original issue discount of $18 million in connection with the Term Loan Facility. | |||||||
The interest rates applicable to the term loans under the Term Loan Facility are based on a fluctuating rate of interest measured by reference to either, at SvM’s option, (i) an adjusted LIBOR (subject to a floor of 1.00 percent) plus a margin of 3.25 percent per annum or (ii) an alternate base rate (subject to a floor of 2.00 percent) plus a margin of 2.25 percent per annum. Voluntary prepayments of borrowings under the Term Loan Facility are permitted at any time, in minimum principal amounts, without premium or penalty. | |||||||
The Term Loan Facility and the guarantees thereof are secured by substantially all of the tangible and intangible assets of SvM and certain of its domestic subsidiaries, excluding certain subsidiaries subject to regulatory requirements in various states, including pledges of all the capital stock of all direct domestic subsidiaries (other than foreign subsidiary holding companies, which are deemed to be foreign subsidiaries) owned by SvM or any Guarantor and of up to 65% of the capital stock of each direct foreign subsidiary owned by SvM or any Guarantor. The Term Loan Facility security interests are subject to certain exceptions, including, but not limited to, exceptions for (i) equity interests, (ii) indebtedness or other obligations of subsidiaries, (iii) real estate or (iv) any other assets, if the granting of a security interest therein would require that any notes issued under SvM’s indenture dated as of August 15, 1997 be secured. The Term Loan Facility is secured on a pari passu basis with the security interests created in the same collateral securing the Revolving Credit Facility. | |||||||
SvM has historically entered into interest rate swap agreements. Under the terms of these agreements, SvM pays a fixed rate of interest on the stated notional amount, and SvM receives a floating rate of interest (based on one month LIBOR) on the stated notional amount. Therefore, during the term of the swap agreements, the effective interest rate on the portion of the term loans equal to the stated notional amount is fixed at the stated rate in the interest rate swap agreements plus the incremental borrowing margin. | |||||||
On July 23, 2014, SvM entered into two four-year interest rate swap agreements effective August 1, 2014. The aggregate notional amount of the agreements was $300 million. Under the terms of the agreements, SvM will pay a weighted-average fixed rate of interest of 1.786 percent on the $300 million notional amount, and SvM will receive a floating rate of interest (based on one-month LIBOR) on the notional amount. Therefore, during the term of the agreements, the effective interest rate on $300 million of the Term Loan Facility is fixed at a rate of 1.786 percent, plus the incremental borrowing margin of 3.25 percent. | |||||||
On July 23, 2014, SvM entered into three forty-one month interest rate swap agreements effective March 1, 2015. The aggregate notional amount of the agreements was $400 million. Under the terms of the agreements, SvM will pay a weighted-average fixed rate of interest of 1.927 percent on the $400 million notional amount, and SvM will receive a floating rate of interest (based on one-month LIBOR) on the notional amount. Therefore, during the term of the agreements, the effective interest rate on $400 million of the Term Loan Facility is fixed at a rate of 1.927 percent, plus the incremental borrowing margin of 3.25 percent. | |||||||
The changes in interest rate swap agreements, as well as the cumulative interest rate swaps outstanding, are as follows: | |||||||
Weighted | |||||||
Notional | Average Fixed | ||||||
(In millions) | Amount | Rate(1) | |||||
Interest rate swap agreements in effect as of December 31, 2012 | $ | 980 | 1.70 | % | |||
Expired | -980 | ||||||
Interest rate swap agreements in effect as of December 31, 2013 | — | — | % | ||||
Entered into effect | 300 | ||||||
Interest rate swap agreements in effect as of December 31, 2014 | $ | 300 | 1.79 | % | |||
___________________________________ | |||||||
-1 | Before the application of the applicable borrowing margin. | ||||||
In accordance with accounting standards for derivative instruments and hedging activities, and as further described in Note 18, these interest rate swap agreements are classified as cash flow hedges, and, as such, the hedging instruments are recorded on the consolidated statements of financial position as either an asset or liability at fair value, with the effective portion of the changes in fair value attributable to the hedged risks recorded in accumulated other comprehensive income (loss). | |||||||
Revolving Credit Facility | |||||||
On July 1, 2014, in connection with Holdings’ initial public offering, SvM terminated the Old Revolving Credit Facility and entered into a $300 million Revolving Credit Facility. The maturity date for the Revolving Credit Facility is July 1, 2019. The Revolving Credit Facility provides for senior secured revolving loans and stand‑by and other letters of credit. The Revolving Credit Facility limits outstanding letters of credit to $225 million. As of December 31, 2014, there was $136 million of letters of credit outstanding and $164 million of available borrowing capacity under the Revolving Credit Facility. | |||||||
The Revolving Credit Facility and the guarantees thereof are secured by the same collateral securing the Term Loan Facility, on a pari passu basis with the security interests created in the same collateral securing the Term Loan Facility. | |||||||
The interest rates applicable to the loans under the Revolving Credit Facility are based on a fluctuating rate of interest measured by reference to either, at SvM’s option, (i) an adjusted LIBOR plus a margin of 3.25 percent per annum or (ii) an alternate base rate plus a margin of 2.25 percent per annum. | |||||||
2020 Notes | |||||||
The 8% 2020 Notes will mature on February 15, 2020 and bear interest at a rate of eight percent per annum. The 7% 2020 Notes will mature on August 15, 2020 and bear interest at a rate of seven percent per annum. | |||||||
SvM used a majority of the proceeds from the sale of the 2020 Notes to redeem $996 million aggregate principal amount of its 2015 Notes and to repay $276 million of outstanding borrowings under its Old Term Facilities during 2012. The Company recorded a loss on extinguishment of debt of $55 million in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2012 related to these transactions. | |||||||
On July 16, 2014, SvM used proceeds from Holdings’ initial public offering to redeem $210 million of its outstanding 8% 2020 Notes and $263 million of its outstanding 7% 2020 Notes. In connection with the partial redemption of the 8% 2020 Notes and the 7% 2020 Notes, SvM was required to pay a pre-payment premium of $17 million and $18 million, respectively, and accrued interest of $7 million and $8 million, respectively. Additionally, in connection with the partial redemption of the 8% 2020 Notes and 7% 2020 Notes and the repayment of the Old Term Facilities, we recorded a loss on extinguishment of debt of $65 million in the year ended December 31, 2014, which includes the pre-payment premiums on the 8% 2020 Notes and 7% 2020 Notes of $17 million and $18 million, respectively, and the write-off of $30 million of debt issuance costs. | |||||||
On February 17, 2015, SVM redeemed $190 million in aggregate principal amount of its 8% 2020 Notes at a redemption price of 106.0% of the principal amount using available cash. In connection with the partial redemption, we expect to record a loss on extinguishment of debt of approximately $13 million in the first quarter of 2015, which includes a pre-payment premium of $11 million and the write-off of approximately $2 million of debt issuance costs. | |||||||
On March 2, 2015, SVM issued a conditional notice of redemption to redeem $200 million in aggregate principal amount of its 8% 2020 Notes at a redemption price of 106.0% of the principal amount thereof on April 1, 2015, assuming the conditions are satisfied on or prior to April 1, 2015. SvM intends to fund the redemption using incremental commitments under SvM’s Term Loan Facility. In connection with the redemption, we expect to record a loss on extinguishment of debt of approximately $14 million in the second quarter of 2015, which includes a pre-payment premium of $12 million and the write-off of approximately $2 million of debt issuance costs. | |||||||
The 2020 Notes are jointly and severally guaranteed on a senior unsecured basis by the Guarantors. The 2020 Notes are not guaranteed by the Non‑Guarantors. The 2020 Notes are senior unsecured obligations of SvM and rank equally in right of payment with all of SvM’s other existing and future senior unsecured indebtedness. The subsidiary guarantees are general unsecured senior obligations of the Guarantors and rank equally in right of payment with all of the existing and future senior unsecured indebtedness of our Non‑Guarantors. The 2020 Notes are effectively junior to all of SvM’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. | |||||||
Other | |||||||
The agreements governing the Term Loan Facility, the Revolving Credit Facility and the 2020 Notes contain certain covenants that, among other things, limit or restrict the incurrence of additional indebtedness, liens, sales of assets, certain payments (including dividends) and transactions with affiliates, subject to certain exceptions. SvM was in compliance with the covenants under these agreements at December 31, 2014. | |||||||
As of December 31, 2014, future scheduled long‑term debt payments are $39 million, $50 million, $31 million, $106 million and $21 million for the years ended December 31, 2015, 2016, 2017, 2018 and 2019, respectively. Certain of the Company’s assets, including vehicles, equipment and a call center facility, are leased under capital leases with $42 million in remaining lease obligations as of December 31, 2014. The long‑term debt payments above include future capital lease payments of approximately $13 million in 2015, $12 million in 2016, $9 million in 2017, $6 million in 2018 and $2 million in 2019. | |||||||
Cash_and_Marketable_Securities
Cash and Marketable Securities | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Cash and Marketable Securities [Abstract] | |||||||||||||
Cash and Marketable Securities | Note 13. Cash and Marketable Securities | ||||||||||||
Cash, money market funds and certificates of deposits with maturities of three months or less when purchased are included in Cash and cash equivalents on the consolidated statements of financial position. As of December 31, 2014 and 2013, the Company’s investments consisted primarily of domestic publicly traded debt and certificates of deposit (“Debt securities”) and common equity securities (“Equity securities”). The amortized cost, fair value and gross unrealized gains and losses of the Company’s short- and long-term investments in Debt and Equity securities is as follows: | |||||||||||||
Gross | Gross | ||||||||||||
Amortized | Unrealized | Unrealized | Fair | ||||||||||
(In millions) | Cost | Gains | Losses | Value | |||||||||
Available-for-sale and trading securities, December 31, 2014: | |||||||||||||
Debt securities | $ | 65 | $ | 1 | $ | — | $ | 66 | |||||
Equity securities | 33 | 9 | -1 | 41 | |||||||||
Total securities | $ | 98 | $ | 10 | $ | -1 | $ | 107 | |||||
Available-for-sale and trading securities, December 31, 2013: | |||||||||||||
Debt securities | $ | 97 | $ | 3 | $ | -1 | $ | 99 | |||||
Equity securities | 41 | 9 | — | 50 | |||||||||
Total securities | $ | 138 | $ | 12 | $ | -1 | $ | 149 | |||||
There were no unrealized losses which had been in a loss position for more than one year as of December 31, 2014 and 2013. The aggregate fair value of the investments with unrealized losses was $29 million and $30 million as of December 31, 2014 and 2013, respectively. | |||||||||||||
Gains and losses on sales of investments, as determined on a specific identification basis, are included in investment income in the period they are realized. The Company periodically reviews its portfolio of investments to determine whether there has been an other than temporary decline in the value of the investments from factors such as deterioration in the financial condition of the issuer or the market(s) in which the issuer competes. The table below summarizes proceeds, gross realized gains and gross realized losses resulting from sales of available-for-sale securities. There were no impairment charges due to other than temporary declines in the value of certain investments for the years ended December 31, 2014, 2013, and 2012. | |||||||||||||
Year Ended December 31, | |||||||||||||
(In millions) | 2014 | 2013 | 2012 | ||||||||||
Proceeds from sale of securities | $ | 43 | $ | 23 | $ | 23 | |||||||
Gross realized gains, pre-tax | 5 | 2 | 2 | ||||||||||
Gross realized gains, net of tax | 3 | 1 | 1 | ||||||||||
Gross realized losses, pre-tax | -1 | -1 | — | ||||||||||
Gross realized losses, net of tax | -1 | — | — | ||||||||||
Comprehensive_Income_Loss
Comprehensive Income (Loss) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Comprehensive Income (Loss) [Abstract] | |||||||||||||
Comprehensive Income (Loss) | Note 14. Comprehensive Income (Loss) | ||||||||||||
Comprehensive income (loss), which primarily includes net income (loss), unrealized gain (loss) on marketable securities, unrealized gain (loss) on derivative instruments and the effect of foreign currency translation is disclosed in the consolidated statements of operations and comprehensive income (loss) and the consolidated statements of shareholders’ equity. | |||||||||||||
The following tables summarize the activity in other comprehensive income (loss), net of the related tax effects. | |||||||||||||
Unrealized | |||||||||||||
Gains on | |||||||||||||
Unrealized | Available | Foreign | |||||||||||
(Losses) Gains on | -for-Sale | Currency | |||||||||||
(In millions) | Derivatives | Securities | Translation | Total | |||||||||
Balance as of December 31, 2012 | $ | -2 | $ | 5 | $ | 3 | $ | 7 | |||||
Other comprehensive income (loss) before reclassifications: | |||||||||||||
Pre-tax amount | — | 5 | -4 | 1 | |||||||||
Tax provision (benefit) | — | 2 | — | 2 | |||||||||
After-tax amount | 1 | 3 | -4 | -1 | |||||||||
Amounts reclassified from accumulated other comprehensive income (loss)(1) | 2 | -1 | — | 1 | |||||||||
Net current period other comprehensive income (loss) | 3 | 1 | -4 | — | |||||||||
Balance as of December 31, 2013 | $ | 1 | $ | 7 | $ | -1 | $ | 7 | |||||
Other comprehensive (loss) income before reclassifications: | |||||||||||||
Pre-tax amount | -12 | 3 | -5 | -15 | |||||||||
Tax (benefit) provision | -5 | 1 | — | -4 | |||||||||
After-tax amount | -7 | 1 | -5 | -11 | |||||||||
Amounts reclassified from accumulated other comprehensive income (loss)(1) | 1 | -3 | — | -1 | |||||||||
Net current period other comprehensive loss | -6 | -1 | -5 | -13 | |||||||||
Spin-off of the TruGreen Business | — | — | -2 | -2 | |||||||||
Balance as of December 31, 2014 | $ | -6 | $ | 6 | $ | -8 | $ | -8 | |||||
___________________________________ | |||||||||||||
-1 | Amounts are net of tax. See reclassifications out of accumulated other comprehensive income (loss) below for further details. | ||||||||||||
Reclassifications out of accumulated other comprehensive income (loss) included the following components for the periods indicated. | |||||||||||||
Amounts Reclassified from Accumulated | |||||||||||||
Other Comprehensive Income (Loss) | |||||||||||||
As of December 31, | Consolidated Statements of Operations | ||||||||||||
(In millions) | 2014 | 2013 | 2012 | and Comprehensive Income (Loss) Location | |||||||||
Losses (gains) on derivatives: | |||||||||||||
Fuel swap contracts | $ | 1 | $ | -1 | $ | -2 | Cost of services rendered and products sold | ||||||
Interest rate swap contracts | 1 | 5 | 22 | Interest expense | |||||||||
Net losses on derivatives | 2 | 4 | 20 | ||||||||||
Impact of income taxes | 1 | 2 | 8 | Provision for income taxes | |||||||||
Total reclassifications related to derivatives | $ | 1 | $ | 2 | $ | 12 | |||||||
(Gains) losses on available-for-sale securities | $ | -4 | $ | -2 | $ | 3 | Interest and net investment income | ||||||
Impact of income taxes | -2 | -1 | 1 | Provision for income taxes | |||||||||
Total reclassifications related to securities | $ | -3 | $ | -1 | $ | 2 | |||||||
Total reclassifications for the period | $ | -1 | $ | 1 | $ | 14 | |||||||
Supplemental_Cash_Flow_Informa
Supplemental Cash Flow Information | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Supplemental Cash Flow Information [Abstract] | ||||||||||
Supplemental Cash Flow Information | Note 15. Supplemental Cash Flow Information | |||||||||
Supplemental information relating to the consolidated statements of cash flows is presented in the following table: | ||||||||||
Year Ended December 31, | ||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||
Cash paid for or (received from): | ||||||||||
Interest expense | $ | 220 | $ | 232 | $ | 233 | ||||
Interest and dividend income | -3 | -5 | -5 | |||||||
Income taxes, net of refunds | 12 | 9 | 9 | |||||||
The Company acquired $17 million, $26 million and $20 million of property and equipment through capital leases and other non-cash financing transactions in the years ended December 31, 2014, 2013 and 2012, respectively, which have been excluded from the consolidated statements of cash flows as non-cash investing and financing activities. | ||||||||||
Capital_Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2014 | |
Capital Stock [Abstract] | |
Capital Stock | Note 16. Capital Stock |
The Company is authorized to issue 2,000,000,000 shares of common stock. As of December 31, 2014, there were 141,731,682 shares of common stock issued and 134,022,760 shares of common stock outstanding. The Company has no other classes of equity securities issued or outstanding. | |
In connection with equity offerings to certain executive officers and key employees as discussed further in Note 17, the Company sold 504,560 DSUs at a purchase price of $11.43 per DSU. DSUs represent a right to receive a share of common stock in the future. In 2008, the Company issued 504,560 shares of common stock to a rabbi trust to be held for future distribution related to the DSUs. The shares held by the rabbi trust are presented in treasury stock on the consolidated statements of financial position and the consolidated statements of shareholders’ equity. As of December 31, 2014, there are 69,575 DSUs outstanding, which have not yet been converted to common stock. | |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Stock-Based Compensation [Abstract] | ||||||||||
Stock-Based Compensation | Note 17. Stock-Based Compensation | |||||||||
In connection with Holding’ initial public offering, the Company’s board of directors and stockholders have adopted the Omnibus Incentive Plan. Prior to Holdings’ initial public offering, the Company’s board of directors and stockholders had adopted the MSIP. Upon adoption of the Omnibus Incentive Plan, the Company froze the MSIP and will make no further grants thereunder. However, awards previously granted under the MSIP are unaffected by the termination of the MSIP. The Omnibus Incentive Plan provides for awards in the form of stock options, stock purchase rights, restricted stock, RSUs, performance shares, performance units, stock appreciation rights, dividend equivalents, DSUs and other stock-based awards. The MSIP provided for the sale of shares and DSUs of Holdings’ stock to the Company’s executives, officers and other employees and to the Company’s directors as well as the grant of RSUs, performance-based RSUs and options to purchase Holdings’ shares to those individuals. DSUs represent a right to receive a share of common stock in the future. Holdings’ Compensation Committee selects the Company’s executive officers, employees and directors eligible to participate in the MSIP and the Omnibus Incentive Plan and determines the specific number of shares to be offered or options to be granted to an individual. A maximum of 15,396,667 shares of Holdings’ stock is authorized for issuance under the MSIP and the Omnibus Incentive Plan, of which, as of December 31, 2014, 7,958,390 shares remain available for future grants. The Company currently intends to satisfy any need for Holdings’ shares of common stock associated with the settlement of DSUs, vesting of RSUs or exercise of options issued under the Omnibus Incentive Plan or the MSIP through new shares available for issuance or any shares repurchased, forfeited or surrendered from participants in the MSIP and the Omnibus Incentive Plan. | ||||||||||
All option grants under the Omnibus Incentive Plan and the MSIP have been, and the Company expects that all future option grants will be, non-qualified options with a per-share exercise price no less than the fair market value of one share of Holdings’ stock on the grant date. Any stock options granted will generally have a term of 10 years, and vesting will be subject to an employee’s continued employment. The Company’s Compensation Committee may accelerate the vesting of an option at any time. In addition, vesting of options will be accelerated if the Company experiences a change in control (as defined in the Omnibus Incentive Plan and the MSIP) unless options with substantially equivalent terms and economic value are substituted for existing options in place of accelerated vesting. Vesting of options granted under the Omnibus Incentive Plan and the MSIP will also be accelerated in the event of an employee’s death or disability (as defined in the Omnibus Incentive Plan and the MSIP). Upon termination for cause (as defined in the Omnibus Incentive Plan and the MSIP), all options held by an employee are immediately cancelled. Following a termination without cause, vested options will generally remain exercisable through the earlier of the expiration of their term or three months following termination of employment (one year in the case of death, disability or retirement at normal retirement age). Unless sooner terminated by the Company’s board of directors, the Omnibus Incentive Plan will remain in effect until June 26, 2024. | ||||||||||
In 2014, 2013 and 2012, Holdings completed various equity offerings to certain of the Company’s executives, officers and employees pursuant to the MSIP and Omnibus Incentive Plan. The shares sold and options granted in connection with these equity offerings are subject to and governed by the terms of the MSIP and Omnibus Incentive Plan. In connection with these offerings, Holdings sold a total of 245,996; 574,379; and 107,492 shares of common stock in 2014, 2013 and 2012, respectively, at a weighted average purchase price of $12.00 per share in 2014, $11.68 per share in 2013 and $16.75 per share in 2012. In addition, Holdings granted the Company's executives, officers and employees options to purchase 1,222,831; 2,113,076; and 442,843 shares of Holdings’ common stock in 2014, 2013 and 2012, respectively, at a weighted average exercise price of $12.91 per share for options issued in 2014, $11.61 per share for options issued in 2013 and $16.77 per share for options issued in 2012. These options are subject to and governed by the terms of the MSIP and Omnibus Incentive Plan. The per share purchase price and exercise price was based on the determination by Holding’s Compensation Committee of the fair market value of Holding’s common stock as of the purchase/grant dates. | ||||||||||
All options granted to date generally will vest in four equal annual installments, subject to an employee's continued employment. The four-year vesting period is the requisite service period over which compensation cost will be recognized on a straight-line basis for all grants. All options issued are accounted for as equity-classified awards. | ||||||||||
The value of each option award was estimated on the grant date using the Black-Scholes option valuation model that incorporates the assumptions noted in the following table. For options granted in 2014, 2013 and 2012, the expected volatilities were based on the historical and implied volatilities of the publicly traded stock of a group of companies comparable to SvM. The expected life represents the period of time that options granted are expected to be outstanding and was calculated using the simplified method as outlined by the SEC in Staff Accounting Bulletins No. 107 and 110. The risk-free interest rates were based on the U.S. Treasury securities with terms similar to the expected lives of the options as of the grant dates. | ||||||||||
Year Ended December 31, | ||||||||||
Assumption | 2014 | 2013 | 2012 | |||||||
Expected volatility | 49.6 | % | 49.2% - 49.6 | % | 49.2% - 50.3 | % | ||||
Expected dividend yield | 0.0 | % | 0.0 | % | 0.0 | % | ||||
Expected life (in years) | 6.3 | 6.3 | 6.3 | |||||||
Risk-free interest rate | 1.86 | % | 1.69% - 2.02 | % | 0.78% - 1.43 | % | ||||
The weighted-average grant-date fair value of the options granted during 2014, 2013 and 2012 was $6.18, $5.75 and $8.07 per option, respectively. The Company applied a forfeiture assumption of 18.80 percent per annum in the recognition of the expense related to these options, with the exception of the options held by the Company's CEO for which the Company has applied a forfeiture rate of zero. | ||||||||||
A summary of option activity under the MSIP and Omnibus Incentive Plan as of December 31, 2014, and changes during the year then ended is presented below: | ||||||||||
Weighted Avg. | ||||||||||
Weighted Avg. | Remaining | |||||||||
Stock | Exercise | Contractual | ||||||||
Options | Price | Term (in years) | ||||||||
Total outstanding, December 31, 2013 | 6,963,643 | $ | 11.84 | |||||||
Granted to employees | 1,222,831 | $ | 12.91 | |||||||
Exercised | -821,372 | $ | 11.56 | |||||||
Forfeited | -307,923 | $ | 13.20 | |||||||
Expired | -1,093,913 | $ | 11.47 | |||||||
TruGreen conversions | -1,359,167 | $ | 11.54 | |||||||
Total outstanding, December 31, 2014 | 4,604,099 | $ | 12.27 | 7.13 | ||||||
Total exercisable, December 31, 2014 | 2,027,895 | $ | 12.02 | 5.30 | ||||||
Holdings granted the Company's executives, officers and employees 99,622; 907,516; and 63,125 RSUs in 2014, 2013 and 2012, respectively, with weighted average grant date fair values of $17.52 per unit for 2014, $13.02 per unit in 2013 and $17.03 per unit in 2012, which was equivalent to the then current fair value of Holdings' common stock at the grant date. All RSUs outstanding as of December 31, 2014 will vest in three equal annual installments, subject to an employee's continued employment. Upon vesting, each RSU will be converted into one share of Holdings' common stock. | ||||||||||
A summary of RSU activity under the MSIP and the Omnibus Incentive Plan as of December 31, 2014, and changes during the year then ended is presented below: | ||||||||||
Weighted Avg. | ||||||||||
Grant Date | ||||||||||
RSUs | Fair Value | |||||||||
Total outstanding, December 31, 2013 | 629,121 | $ | 12.22 | |||||||
Granted to employees | 99,622 | $ | 17.52 | |||||||
Vested | -199,826 | $ | 12.18 | |||||||
Forfeited | -31,748 | $ | 12.85 | |||||||
TruGreen conversions | -63,663 | $ | 14.14 | |||||||
Total outstanding, December 31, 2014 | 433,506 | $ | 13.12 | |||||||
During the years ended December 31, 2014, 2013 and 2012, the Company recognized stock-based compensation expense of $8 million ($5 million, net of tax), $4 million ($3 million, net of tax) and $7 million ($4 million, net of tax), respectively. As of December 31, 2014, there was $17 million of total unrecognized compensation costs related to non-vested stock options and RSUs granted by Holdings under the MSIP and Omnibus Incentive Plan. These remaining costs are expected to be recognized over a weighted-average period of 2.68 years. | ||||||||||
In 2012, Holdings modified options held by certain executive officers of SvM. These modifications resulted in $1 million in additional stock compensation expense, which was recorded during 2012. There were no stock option modifications in 2014 and 2013. | ||||||||||
TruGreen Spin-Off | ||||||||||
In connection with the TruGreen Spin-off, on January 14, 2014, the Company distributed all of New TruGreen’s common stock to Holdings’ stockholders. Following the distribution, the Company’s employees held equity incentive awards covering shares of New TruGreen common stock as well as equity incentive awards covering shares of Holding’ common stock, and employees who transferred to New TruGreen held equity incentive awards covering shares of Holdings’ common stock as well as equity incentive awards covering shares of New TruGreen common stock. | ||||||||||
To align the interests of the Company’s continuing employees and the interests of New TruGreen’s employees with their respective employers, on February 14, 2014, the Company and New TruGreen extended offers to each other’s employees to allow them to tender their equity awards covering shares of their non-employing entity to the respective issuer and subsequently to apply the proceeds of any such tendered equity awards to subscribe for equity awards in their respective employers at the then-current fair market value ($12.00, in the case of our common stock, and $3.75, in the case of New TruGreen common stock). As a result of this program, on March 18, 2014, the Company accepted tenders of 199,075 shares of Holdings’ common stock and DSUs from New TruGreen employees and issued 237,762 shares of Holdings’ common stock and DSUs to the Company’s continuing employees. Additionally, 63,663 RSUs were converted under this program. | ||||||||||
In connection with the TruGreen Spin-off, the Company adjusted the exercise price of options held by the Company’s employees to reflect the fair market value of our common stock after giving effect to the TruGreen Spin-off by multiplying the exercise price of such options immediately prior to the TruGreen Spin-off by a fraction, the numerator of which was the fair market value of a share of our common stock immediately following the TruGreen Spin-off ($12.00 per share) and the denominator of which was the fair market value of a share of Holdings’ common stock immediately prior to the TruGreen Spin-off ($15.75 per share), or the “Option Conversion Ratio.” | ||||||||||
To allow the Company’s employees to retain the intrinsic value of their stock options prior to the TruGreen Spin-off, the Company also adjusted the number of shares underlying the options of such employees. The number of shares underlying the options was adjusted by dividing the number of shares underlying the options held by each employee by the Option Conversion Ratio. The Company refers to these adjustments collectively as the “Option Conversion.” The change in the number of shares underlying options and the adjustment of the exercise price pursuant to the Option Conversion represent modifications to Holdings’ share based compensation awards. As a result of the Option Conversion the Company compared the fair value of the awards following the TruGreen Spin-off with the fair value of the original awards. The comparison did not yield incremental value. Accordingly, the Company did not record any incremental compensation expense as a result of the Option Conversion. | ||||||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||
Fair Value Measurements | Note 18. Fair Value Measurements | ||||||||||||||
The period-end carrying amounts of receivables, accounts payable and accrued liabilities approximate fair value because of the short maturity of these instruments. The period-end carrying amounts of long-term notes receivable approximate fair value as the effective interest rates for these instruments are comparable to period-end market rates. The period-end carrying amounts of short- and long-term marketable securities also approximate fair value, with unrealized gains and losses reported net of tax as a component of accumulated other comprehensive income (loss) on the Consolidated Statements of Financial Position, or, for certain unrealized losses, reported in interest and net investment income in the Consolidated Statements of Operations and Comprehensive Income (Loss) if the decline in value is other than temporary. The carrying amount of total debt was $3,057 million and $3,906 million and the estimated fair value was $3,102 million and $3,906 million as of December 31, 2014 and December 31, 2013, respectively. The fair value of the Company’s debt is estimated based on available market prices for the same or similar instruments which are considered significant other observable inputs (Level 2) within the fair value hierarchy. The fair values presented reflect the amounts that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The fair value estimates presented in this report are based on information available to the Company as of December 31, 2014 and 2013. | |||||||||||||||
The Company has estimated the fair value of its financial instruments measured at fair value on a recurring basis using the market and income approaches. For investments in marketable securities, deferred compensation trust assets and derivative contracts, which are carried at their fair values, the Company’s fair value estimates incorporate quoted market prices, other observable inputs (for example, forward interest rates) and unobservable inputs (for example, forward commodity prices) at the balance sheet date. | |||||||||||||||
Interest rate swap contracts are valued using forward interest rate curves obtained from third-party market data providers. The fair value of each contract is the sum of the expected future settlements between the contract counterparties, discounted to present value. The expected future settlements are determined by comparing the contract interest rate to the expected forward interest rate as of each settlement date and applying the difference between the two rates to the notional amount of debt in the interest rate swap contracts. | |||||||||||||||
Fuel swap contracts are valued using forward fuel price curves obtained from third-party market data providers. The fair value of each contract is the sum of the expected future settlements between the contract counterparties, discounted to present value. The expected future settlements are determined by comparing the contract fuel price to the expected forward fuel price as of each settlement date and applying the difference between the contract and expected prices to the notional gallons in the fuel swap contracts. The Company regularly reviews the forward price curves obtained from third-party market data providers and related changes in fair value for reasonableness utilizing information available to the Company from other published sources. | |||||||||||||||
The Company has not changed its valuation techniques for measuring the fair value of any financial assets and liabilities during the year. Transfers between levels, if any, are recognized at the end of the reporting period. There were no significant transfers between levels during each of years ended December 31, 2014 and 2013. | |||||||||||||||
The carrying amount and estimated fair value of the Company’s financial instruments that are recorded at fair value on a recurring basis for the periods presented are as follows: | |||||||||||||||
Estimated Fair Value Measurements | |||||||||||||||
Quoted | Significant | ||||||||||||||
Prices In | Other | Significant | |||||||||||||
Active | Observable | Unobservable | |||||||||||||
Statement of Financial | Carrying | Markets | Inputs | Inputs | |||||||||||
(In millions) | Position Location | Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||
As of December 31, 2014: | |||||||||||||||
Financial Assets: | |||||||||||||||
Deferred compensation trust assets | Long-term marketable securities | $ | 8 | $ | 8 | $ | — | $ | — | ||||||
Investments in marketable securities | Marketable securities and Long-term marketable securities | 99 | 53 | 45 | — | ||||||||||
Total financial assets | $ | 107 | $ | 62 | $ | 45 | $ | — | |||||||
Financial Liabilities: | |||||||||||||||
Fuel swap contracts: | |||||||||||||||
Current | Other accrued liabilities | $ | 6 | $ | — | $ | — | $ | 6 | ||||||
Interest rate swap contracts | Other long-term liabilities | 4 | — | 4 | — | ||||||||||
Total financial liabilities | $ | 10 | $ | — | $ | 4 | $ | 6 | |||||||
As of December 31, 2013: | |||||||||||||||
Financial Assets: | |||||||||||||||
Deferred compensation trust assets | Long-term marketable securities | $ | 12 | $ | 12 | $ | — | $ | — | ||||||
Investments in marketable securities | Marketable securities and Long-term marketable securities | 136 | 61 | 75 | — | ||||||||||
Fuel swap contracts: | |||||||||||||||
Current | Prepaid expenses and other assets | 1 | — | — | 1 | ||||||||||
Total financial assets | $ | 150 | $ | 73 | $ | 75 | $ | 1 | |||||||
A reconciliation of the beginning and ending fair values of financial instruments valued using significant unobservable inputs (Level 3) on a recurring basis is presented as follows: | |||||||||||||||
Fuel Swap | |||||||||||||||
Contract | |||||||||||||||
Assets | |||||||||||||||
(In millions) | (Liabilities) | ||||||||||||||
Balance as of December 31, 2012 | $ | 2 | |||||||||||||
Total gains (losses) (realized and unrealized) | |||||||||||||||
Included in earnings | 1 | ||||||||||||||
Included in accumulated other comprehensive income | -1 | ||||||||||||||
Settlements, net | -1 | ||||||||||||||
Balance as of December 31, 2013 | 1 | ||||||||||||||
Total (losses) gains (realized and unrealized) | |||||||||||||||
Included in earnings | -1 | ||||||||||||||
Included in accumulated other comprehensive income | -7 | ||||||||||||||
Settlements, net | 1 | ||||||||||||||
Balance as of December 31, 2014 | $ | -6 | |||||||||||||
The following tables present information relating to the significant unobservable inputs of our Level 3 financial instruments: | |||||||||||||||
Fair Value | Valuation | Weighted | |||||||||||||
(in millions) | Technique | Unobservable Input | Range | Average | |||||||||||
As of December 31, 2014: | |||||||||||||||
Fuel swap contracts | $ | -6 | Discounted Cash Flows | Forward Unleaded Price per Gallon(1) | $2.06 - $2.71 | $ | 2.39 | ||||||||
As of December 31, 2013: | |||||||||||||||
Fuel swap contracts | $ | 1 | Discounted Cash Flows | Forward Unleaded Price per Gallon(1) | $3.20 - $3.87 | $ | 3.60 | ||||||||
___________________________________ | |||||||||||||||
-1 | Forward prices per gallon were derived from third-party market data providers. A decrease in the forward price would result in a decrease in the fair value of the fuel swap contracts. | ||||||||||||||
The Company uses derivative financial instruments to manage risks associated with changes in fuel prices and interest rates. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. In designating its derivative financial instruments as hedging instruments under accounting standards for derivative instruments, the Company formally documents the relationship between the hedging instrument and the hedged item, as well as the risk management objective and strategy for the use of the hedging instrument. This documentation includes linking the derivatives to forecasted transactions. The Company assesses at the time a derivative contract is entered into, and at least quarterly thereafter, whether the derivative item is effective in offsetting the projected changes in cash flows of the associated forecasted transactions. All of the Company’s designated hedging instruments are classified as cash flow hedges. | |||||||||||||||
The Company has historically hedged a significant portion of its annual fuel consumption. The Company has also historically hedged the interest payments on a portion of its variable rate debt through the use of interest rate swap agreements. All of the Company’s fuel swap contracts and interest rate swap contracts are classified as cash flow hedges, and, as such, the hedging instruments are recorded on the consolidated statements of financial position as either an asset or liability at fair value, with the effective portion of changes in the fair value attributable to the hedged risks recorded in accumulated other comprehensive income (loss). Any change in the fair value of the hedging instrument resulting from ineffectiveness, as defined by accounting standards, is recognized in current period earnings. Cash flows related to fuel and interest rate derivatives are classified as operating activities in the consolidated statements of cash flows, other than cash flows related to one amended interest rate swap which are classified as financing activities. | |||||||||||||||
The effect of derivative instruments on consolidated statements of operations and comprehensive income (loss) and accumulated other comprehensive income (loss) on the consolidated statements of financial position is presented as follows: | |||||||||||||||
Effective Portion | |||||||||||||||
Effective Portion | of Gain (Loss) | ||||||||||||||
of Gain (Loss) | Reclassified from | ||||||||||||||
Recognized in | Accumulated Other | ||||||||||||||
(In millions) | Accumulated Other | Comprehensive | |||||||||||||
Derivatives designated as Cash Flow | Comprehensive | Income | |||||||||||||
Hedge Relationships | Income | Into Earnings | Location of Gain (Loss) included in Earnings | ||||||||||||
Year Ended December 31, 2014: | |||||||||||||||
Fuel swap contracts | $ | -7 | $ | -1 | Cost of services rendered and products sold | ||||||||||
Interest rate swap contracts | $ | -4 | $ | -1 | Interest expense | ||||||||||
Year Ended December 31, 2013: | |||||||||||||||
Fuel swap contracts | $ | -1 | $ | 1 | Cost of services rendered and products sold | ||||||||||
Interest rate swap contracts | $ | 5 | $ | -5 | Interest expense | ||||||||||
Ineffective portions of derivative instruments designated in accordance with accounting standards as cash flow hedge relationships were insignificant during the 12 months ended December 31, 2014. As of December 31, 2014, the Company had fuel swap contracts to pay fixed prices for fuel with an aggregate notional amount of $22 million, maturing through 2015. Under the terms of its fuel swap contracts, the Company is required to post collateral in the event that the fair value of the contracts exceeds a certain agreed upon liability level and in other circumstances required by the counterparty. As of December 31, 2014, the Company had posted $5 million in letters of credit as collateral under its fuel hedging program, which was posted under the Company’s Revolving Credit Facility. | |||||||||||||||
The effective portion of the gain or loss on derivative instruments designated and qualifying as cash flow hedging instruments is recorded in accumulated other comprehensive income (loss). These amounts are reclassified into earnings in the same period or periods during which the hedged forecasted debt interest settlement or the fuel settlement affects earnings. The amount expected to be reclassified into earnings during the next 12 months includes unrealized gains and losses related to open fuel hedges and interest rate swaps. Specifically, as the underlying forecasted transactions occur during the next 12 months, the hedging gains and losses in accumulated other comprehensive income (loss) expected to be recognized in earnings is a loss of $6 million, net of tax, as of December 31, 2014. The amounts that are ultimately reclassified into earnings will be based on actual fuel prices and interest rates at the time the positions are settled and may differ materially from the amount noted above. | |||||||||||||||
Earnings_Per_Share
Earnings Per Share | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Earnings Per Share [Abstract] | ||||||||||
Earnings Per Share | Note 19. Earnings Per Share | |||||||||
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, increased to include the number of shares of common stock that would have been outstanding had potential dilutive shares of common stock been issued. The dilutive effect of stock options and restricted stock units are reflected in diluted net income (loss) per share by applying the treasury stock method. | ||||||||||
A reconciliation of the amounts included in the computation of basic earnings (loss) per share from continuing operations and diluted earnings (loss) per share from continuing operations is as follows: | ||||||||||
Year Ended December 31, | ||||||||||
(In millions, except per share data) | 2014 | 2013 | 2012 | |||||||
Income (loss) from continuing operations | $ | 43 | $ | 42 | $ | -18 | ||||
Weighted average common shares outstanding | 112.8 | 91.6 | 91.9 | |||||||
Effect of dilutive securities:(1) | ||||||||||
RSUs | 0.1 | 0.1 | — | |||||||
Stock options(2) | 0.8 | 0.5 | — | |||||||
Weighted average common shares outstanding - assuming dilution | 113.8 | 92.2 | 91.9 | |||||||
Basic earnings (loss) per share from continuing operations | $ | 0.38 | $ | 0.46 | $ | -0.2 | ||||
Diluted earnings (loss) per share from continuing operations | $ | 0.38 | $ | 0.46 | $ | -0.2 | ||||
___________________________________ | ||||||||||
-1 | Securities are not included in the table in periods when antidilutive. For the year ended December 31, 2012, weighted average potentially dilutive shares from RSUs of 0.2 million and weighted average potentially dilutive shares from stock options of 1.5 million with a weighted average exercise price per share of $15.24 were excluded from the diluted earnings (loss) per share calculation due to the antidilutive effect such shares would have on net loss per common share. There were no antidilutive securities for the years ended December 31, 2014 and 2013. | |||||||||
-2 | Options to purchase 0.1 million, 1.4 million, and 0.7 million shares for the years ended December 31, 2014, 2013 and 2012 respectively, were not included in the diluted earnings (loss) per share calculation because either their exercise price or proceeds per share exceeded the average market price of the Company’s common stock for each respective reporting date. | |||||||||
On June 25, 2014, Holdings’ registration statement on Form S-1 was declared effective by the SEC for an initial public offering of its common stock, and, on July 1, 2014, Holdings completed the offering of 41,285,000 shares of its common stock. For further details, see Note 1. | ||||||||||
Condensed_Consolidating_Financ
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries [Abstract] | ||||||||||||||||
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries | Note 20. Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries | |||||||||||||||
The following condensed consolidating financial statements of SvM and its subsidiaries have been prepared pursuant to Rule 3-10 of Regulation S-X. These condensed consolidating financial statements have been prepared from SvM’s financial information on the same basis of accounting as the consolidated financial statements. Goodwill and other intangible assets have been allocated to all of SvM’s subsidiaries based on management’s estimates. ServiceMaster Global Holdings, Inc. is not an obligor, nor guarantor, to the 8% 2020 Notes and the 7% 2020 Notes (collectively, the “2020 Notes”) or the Credit Facilities. | ||||||||||||||||
The payment obligations of SvM under the 2020 Notes are jointly and severally guaranteed on a senior unsecured basis by the Guarantors. Each of the Guarantors is wholly owned, directly or indirectly, by SvM, and all guarantees are full and unconditional. The Non-Guarantors do not guarantee the 2020 Notes. A Guarantor will be released from its obligations under its guarantee under certain customary circumstances, including, (i) the sale or disposition of the Guarantor, (ii) the release of the Guarantor from all of its obligations under all guarantees related to any indebtedness of SvM, (iii) the merger or consolidation of the Guarantor as specified in the indenture governing the 2020 Notes, (iv) the Guarantor becomes an unrestricted subsidiary under the indenture governing the 2020 Notes, (v) the defeasance of SvM’s obligations under the indenture governing the 2020 Notes or (vi) the payment in full of the principal amount of the 2020 Notes. | ||||||||||||||||
Effective July 1, 2014, commensurate with entering the Term Loan Facility, SvM began recording interest expense at the Guarantors pursuant to the Term Loan Facility and the 2020 Notes. For the year ended December 31, 2014, interest expense recorded by the Guarantors related to these debt instruments was $74 million. | ||||||||||||||||
THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES | ||||||||||||||||
Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income | ||||||||||||||||
For the Year Ended December 31, 2014 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Non- | SvM | ||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||
Revenue | $ | — | $ | 1,566 | $ | 949 | $ | -58 | $ | 2,457 | ||||||
Cost of services rendered and products sold | — | 901 | 453 | -56 | 1,298 | |||||||||||
Selling and administrative expenses | 5 | 318 | 344 | -1 | 666 | |||||||||||
Amortization expense | — | 46 | 6 | — | 52 | |||||||||||
Consulting agreement termination fees | 21 | — | — | — | 21 | |||||||||||
Impairment of software and other related costs | — | — | 47 | — | 47 | |||||||||||
Restructuring charges | — | 4 | 6 | — | 11 | |||||||||||
Interest expense | 137 | 80 | 1 | — | 219 | |||||||||||
Interest and net investment loss (income) | 6 | — | -13 | -1 | -8 | |||||||||||
Loss on extinguishment of debt | 65 | — | — | — | 65 | |||||||||||
(Loss) Income from Continuing Operations before Income Taxes | -235 | 217 | 104 | — | 85 | |||||||||||
(Benefit) Provision for income taxes | -85 | 52 | 74 | — | 41 | |||||||||||
(Loss) Income from Continuing Operations | -150 | 164 | 30 | — | 44 | |||||||||||
(Loss) income from discontinued operations, net of income taxes | -12 | 62 | -150 | — | -100 | |||||||||||
Equity in earnings of subsidiaries (net of tax) | 106 | -131 | — | 24 | — | |||||||||||
Net (Loss) Income | $ | -56 | $ | 96 | $ | -120 | $ | 24 | $ | -56 | ||||||
Total Comprehensive (Loss) Income | $ | -69 | $ | 94 | $ | -126 | $ | 32 | $ | -69 | ||||||
THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES | ||||||||||||||||
Condensed Consolidating Statement of Operations and Comprehensive Loss | ||||||||||||||||
For the Year Ended December 31, 2013 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Non- | SvM | ||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||
Revenue | $ | — | $ | 1,506 | $ | 852 | $ | -65 | $ | 2,293 | ||||||
Cost of services rendered and products sold | — | 899 | 385 | -64 | 1,220 | |||||||||||
Selling and administrative expenses | 8 | 302 | 381 | — | 691 | |||||||||||
Amortization expense | — | 48 | 3 | — | 51 | |||||||||||
Restructuring charges | — | 3 | 4 | — | 6 | |||||||||||
Interest expense | 111 | 113 | 23 | — | 247 | |||||||||||
Interest and net investment (income) loss | -1 | 4 | -11 | -1 | -8 | |||||||||||
(Loss) Income from Continuing Operations before Income Taxes | -118 | 137 | 68 | — | 87 | |||||||||||
(Benefit) Provision for income taxes | -35 | -6 | 85 | — | 43 | |||||||||||
(Loss) Income from Continuing Operations | -83 | 143 | -17 | — | 43 | |||||||||||
(Loss) income from discontinued operations, net of income taxes | -16 | 163 | -696 | — | -549 | |||||||||||
Equity in earnings of subsidiaries (net of tax) | -407 | -713 | — | 1,120 | — | |||||||||||
Net Loss | $ | -506 | $ | -407 | $ | -713 | $ | 1,120 | $ | -506 | ||||||
Total Comprehensive Loss | $ | -506 | $ | -407 | $ | -716 | $ | 1,123 | $ | -506 | ||||||
THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES | ||||||||||||||||
Condensed Consolidating Statement of Operations and Comprehensive Loss | ||||||||||||||||
For the Year Ended December 31, 2012 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Non- | SvM | ||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||
Revenue | $ | — | $ | 1,451 | $ | 821 | $ | -58 | $ | 2,214 | ||||||
Cost of services rendered and products sold | — | 862 | 390 | -57 | 1,196 | |||||||||||
Selling and administrative expenses | 8 | 289 | 381 | — | 677 | |||||||||||
Amortization expense | — | 56 | 2 | — | 58 | |||||||||||
Restructuring charges | — | 5 | 10 | — | 15 | |||||||||||
Interest expense | 155 | 85 | 6 | — | 245 | |||||||||||
Interest and net investment loss (income) | 2 | 10 | -19 | — | -7 | |||||||||||
Loss on extinguishment of debt | 55 | — | — | — | 55 | |||||||||||
(Loss) Income from Continuing Operations before Income Taxes | -220 | 144 | 51 | — | -25 | |||||||||||
(Benefit) Provision for income taxes | -83 | 2 | 73 | — | -8 | |||||||||||
(Loss) Income from Continuing Operations | -137 | 142 | -22 | — | -18 | |||||||||||
(Loss) income from discontinued operations, net of income taxes | -23 | 114 | -787 | — | -696 | |||||||||||
Equity in earnings of subsidiaries (net of tax) | -553 | -905 | — | 1,458 | — | |||||||||||
Net Loss | $ | -714 | $ | -649 | $ | -809 | $ | 1,458 | $ | -714 | ||||||
Total Comprehensive Loss | $ | -701 | $ | -648 | $ | -809 | $ | 1,457 | $ | -701 | ||||||
THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES | ||||||||||||||||
Condensed Consolidating Statement of Financial Position | ||||||||||||||||
As of December 31, 2014 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Non- | SvM | ||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||
Assets: | ||||||||||||||||
Current Assets: | ||||||||||||||||
Cash and cash equivalents | $ | 232 | $ | 7 | $ | 129 | $ | — | $ | 368 | ||||||
Marketable securities | — | — | 19 | — | 19 | |||||||||||
Receivables | 2 | 102 | 434 | -97 | 441 | |||||||||||
Inventories | — | 40 | 2 | — | 42 | |||||||||||
Prepaid expenses and other assets | 21 | 18 | 20 | -15 | 44 | |||||||||||
Deferred customer acquisition costs | — | 18 | 16 | — | 35 | |||||||||||
Deferred taxes | 65 | 33 | — | — | 97 | |||||||||||
Total Current Assets | 319 | 218 | 620 | -112 | 1,045 | |||||||||||
Property and Equipment: | ||||||||||||||||
At cost | — | 217 | 152 | — | 369 | |||||||||||
Less: accumulated depreciation | — | -135 | -98 | — | -233 | |||||||||||
Net Property and Equipment | — | 82 | 54 | — | 136 | |||||||||||
Other Assets: | ||||||||||||||||
Goodwill | — | 1,664 | 405 | — | 2,069 | |||||||||||
Intangible assets, primarily trade names, service marks and trademarks, net | — | 937 | 760 | — | 1,696 | |||||||||||
Notes receivable | 6 | — | 26 | -6 | 26 | |||||||||||
Long-term marketable securities | 8 | — | 80 | — | 88 | |||||||||||
Investments in and advances to subsidiaries | 3,403 | 1,199 | — | -4,602 | — | |||||||||||
Other assets | 37 | 20 | 3 | -19 | 41 | |||||||||||
Debt issuance costs | 34 | — | — | — | 34 | |||||||||||
Total Assets | $ | 3,807 | $ | 4,120 | $ | 1,947 | $ | -4,740 | $ | 5,135 | ||||||
Liabilities and Shareholder’s Equity: | ||||||||||||||||
Current Liabilities: | ||||||||||||||||
Accounts payable | $ | — | $ | 42 | $ | 41 | $ | — | $ | 84 | ||||||
Accrued liabilities: | ||||||||||||||||
Payroll and related expenses | 2 | 37 | 41 | — | 80 | |||||||||||
Self-insured claims and related expenses | 6 | 26 | 60 | — | 92 | |||||||||||
Accrued interest payable | 34 | — | — | -1 | 34 | |||||||||||
Other | 7 | 18 | 41 | -14 | 51 | |||||||||||
Deferred revenue | — | 98 | 415 | — | 514 | |||||||||||
Liabilities of discontinued operations | 9 | — | — | — | 9 | |||||||||||
Current portion of long-term debt | 114 | 21 | 2 | -97 | 39 | |||||||||||
Total Current Liabilities | 172 | 242 | 600 | -112 | 902 | |||||||||||
Long-Term Debt | 2,962 | 36 | 25 | -6 | 3,017 | |||||||||||
Other Long-Term Liabilities: | ||||||||||||||||
Deferred taxes | — | 463 | 271 | -19 | 715 | |||||||||||
Intercompany payable | 279 | — | 498 | -777 | — | |||||||||||
Other long-term obligations, primarily self-insured claims | 31 | 22 | 84 | — | 138 | |||||||||||
Total Other Long-Term Liabilities | 310 | 486 | 853 | -796 | 853 | |||||||||||
Shareholder’s Equity | 362 | 3,356 | 469 | -3,826 | 362 | |||||||||||
Total Liabilities and Shareholder’s Equity | $ | 3,807 | $ | 4,120 | $ | 1,947 | $ | -4,740 | $ | 5,135 | ||||||
THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES | ||||||||||||||||
Condensed Consolidating Statement of Financial Position | ||||||||||||||||
As of December 31, 2013 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Non- | SvM | ||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||
Assets: | ||||||||||||||||
Current Assets: | ||||||||||||||||
Cash and cash equivalents | $ | 401 | $ | 7 | $ | 68 | $ | — | $ | 476 | ||||||
Marketable securities | — | — | 27 | — | 27 | |||||||||||
Receivables | 2 | 97 | 401 | -106 | 394 | |||||||||||
Inventories | — | 37 | 2 | — | 39 | |||||||||||
Prepaid expenses and other assets | — | 25 | 38 | -7 | 56 | |||||||||||
Deferred customer acquisition costs | — | 15 | 15 | — | 30 | |||||||||||
Deferred taxes | 38 | 66 | 3 | — | 107 | |||||||||||
Assets of discontinued operations | — | 5 | 71 | — | 76 | |||||||||||
Total Current Assets | 441 | 252 | 625 | -113 | 1,205 | |||||||||||
Property and Equipment: | ||||||||||||||||
At cost | — | 198 | 183 | — | 381 | |||||||||||
Less: accumulated depreciation | — | -111 | -93 | — | -204 | |||||||||||
Net Property and Equipment | — | 87 | 90 | — | 177 | |||||||||||
Other Assets: | ||||||||||||||||
Goodwill | — | 1,655 | 363 | — | 2,018 | |||||||||||
Intangible assets, primarily trade names, service marks and trademarks, net | — | 977 | 744 | — | 1,721 | |||||||||||
Notes receivable | 2,016 | — | 23 | -2,002 | 37 | |||||||||||
Long-term marketable securities | 13 | — | 109 | — | 122 | |||||||||||
Investments in and advances to subsidiaries | 1,868 | 1,379 | — | -3,247 | — | |||||||||||
Other assets | 33 | 23 | 28 | -35 | 49 | |||||||||||
Debt issuance costs | 41 | — | — | — | 41 | |||||||||||
Assets of discontinued operations | 3 | — | 539 | — | 542 | |||||||||||
Total Assets | $ | 4,415 | $ | 4,373 | $ | 2,521 | $ | -5,397 | $ | 5,912 | ||||||
Liabilities and Shareholder’s Equity: | ||||||||||||||||
Current Liabilities: | ||||||||||||||||
Accounts payable | $ | 2 | $ | 42 | $ | 48 | $ | — | $ | 92 | ||||||
Accrued liabilities: | ||||||||||||||||
Payroll and related expenses | 2 | 28 | 40 | — | 70 | |||||||||||
Self-insured claims and related expenses | — | 29 | 49 | — | 78 | |||||||||||
Accrued interest payable | 52 | — | — | -1 | 51 | |||||||||||
Other | 7 | 26 | 28 | -6 | 55 | |||||||||||
Deferred revenue | — | 92 | 356 | — | 448 | |||||||||||
Liabilities of discontinued operations | — | — | 139 | — | 139 | |||||||||||
Current portion of long-term debt | 127 | 17 | 1 | -106 | 39 | |||||||||||
Total Current Liabilities | 190 | 234 | 661 | -113 | 972 | |||||||||||
Long-Term Debt | 3,812 | 1,711 | 346 | -2,002 | 3,867 | |||||||||||
Other Long-Term Liabilities: | ||||||||||||||||
Deferred taxes | — | 455 | 270 | -35 | 690 | |||||||||||
Intercompany payable | 341 | — | 330 | -671 | — | |||||||||||
Liabilities of discontinued operations | 3 | 122 | 37 | — | 162 | |||||||||||
Other long-term obligations, primarily self-insured claims | 17 | 22 | 130 | — | 169 | |||||||||||
Total Other Long-Term Liabilities | 361 | 599 | 767 | -706 | 1,021 | |||||||||||
Shareholder’s Equity | 52 | 1,829 | 747 | -2,576 | 52 | |||||||||||
Total Liabilities and Shareholder’s Equity | $ | 4,415 | $ | 4,373 | $ | 2,521 | $ | -5,397 | $ | 5,912 | ||||||
THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES | ||||||||||||||||
Condensed Consolidating Statement of Cash Flows | ||||||||||||||||
For the Year Ended December 31, 2014 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Non- | SvM | ||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||
Cash and Cash Equivalents at Beginning of Period | $ | 401 | $ | 7 | $ | 68 | $ | — | $ | 476 | ||||||
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | -133 | 364 | 144 | -121 | 253 | |||||||||||
Cash Flows from Investing Activities from Continuing Operations: | ||||||||||||||||
Property additions | — | -10 | -25 | — | -35 | |||||||||||
Sale of equipment and other assets | — | 1 | 1 | — | 2 | |||||||||||
Other business acquisitions, net of cash acquired | — | -12 | -46 | — | -58 | |||||||||||
Notes receivable, financial investments and securities, net | — | — | 35 | — | 35 | |||||||||||
Notes receivable from affiliate | 14 | — | — | — | 14 | |||||||||||
Net Cash Provided from (Used for) Investing Activities from Continuing Operations | 14 | -21 | -35 | — | -42 | |||||||||||
Cash Flows from Financing Activities from Continuing Operations: | ||||||||||||||||
Borrowings of debt | 1,825 | — | — | — | 1,825 | |||||||||||
Payments of debt | -2,676 | -19 | -3 | — | -2,698 | |||||||||||
Discount paid on issuance of debt | -18 | — | — | — | -18 | |||||||||||
Debt issuance costs paid | -24 | — | — | — | -24 | |||||||||||
Contribution to TruGreen Holding Corporation | -35 | — | — | — | -35 | |||||||||||
Contribution from Holdings | 646 | — | — | — | 646 | |||||||||||
Shareholders’ dividends | — | -61 | -61 | 121 | — | |||||||||||
Net intercompany advances | 242 | -264 | 21 | — | — | |||||||||||
Net Cash Used for Financing Activities from Continuing Operations | -39 | -343 | -42 | 121 | -304 | |||||||||||
Cash Flows from Discontinued Operations: | ||||||||||||||||
Cash used for operating activities | -10 | — | -1 | — | -11 | |||||||||||
Cash used for investing activities | — | — | -2 | — | -2 | |||||||||||
Cash used for financing activities | — | — | -3 | — | -3 | |||||||||||
Net Cash Used for Discontinued Operations | -10 | — | -5 | — | -15 | |||||||||||
Cash (Decrease) Increase During the Period | -169 | — | 61 | — | -108 | |||||||||||
Cash and Cash Equivalents at End of Period | $ | 232 | $ | 7 | $ | 129 | $ | — | $ | 368 | ||||||
THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES | ||||||||||||||||
Condensed Consolidating Statement of Cash Flows | ||||||||||||||||
For the Year Ended December 31, 2013 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Non- | SvM | ||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||
Cash and Cash Equivalents at Beginning of Period | $ | 317 | $ | 7 | $ | 88 | $ | — | $ | 412 | ||||||
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | -10 | 285 | -13 | -51 | 211 | |||||||||||
Cash Flows from Investing Activities from Continuing Operations: | ||||||||||||||||
Property additions | — | -13 | -26 | — | -39 | |||||||||||
Sale of equipment and other assets | — | 1 | — | — | 1 | |||||||||||
Other business acquisitions, net of cash acquired | — | -14 | -18 | — | -32 | |||||||||||
Notes receivable, financial investments and securities, net | — | 1 | -1 | — | — | |||||||||||
Notes receivable from affiliates | -14 | — | — | — | -14 | |||||||||||
Net Cash Used for Investing Activities from Continuing Operations | -14 | -26 | -44 | — | -84 | |||||||||||
Cash Flows from Financing Activities from Continuing Operations: | ||||||||||||||||
Borrowings of debt | 1 | — | — | — | 1 | |||||||||||
Payments of debt | -26 | -15 | -12 | — | -53 | |||||||||||
Discount paid on issuance of debt | -12 | — | — | — | -12 | |||||||||||
Debt issuance costs paid | -6 | — | — | — | -6 | |||||||||||
Shareholders’ dividends | — | -25 | -25 | 51 | — | |||||||||||
Net intercompany advances | 167 | -219 | 51 | — | — | |||||||||||
Net Cash Provided from (Used for) Financing Activities from Continuing Operations | 124 | -259 | 14 | 51 | -70 | |||||||||||
Cash Flows from Discontinued Operations: | ||||||||||||||||
Cash (used for) provided from operating activities | -16 | — | 56 | — | 39 | |||||||||||
Cash used for investing activities | — | — | -21 | — | -21 | |||||||||||
Cash used for financing activities | — | — | -12 | — | -12 | |||||||||||
Net Cash (Used for) Provided from Discontinued Operations | -16 | — | 23 | — | 6 | |||||||||||
Cash Increase (Decrease) During the Period | 84 | — | -21 | — | 64 | |||||||||||
Cash and Cash Equivalents at End of Period | $ | 401 | $ | 7 | $ | 68 | $ | — | $ | 476 | ||||||
THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES | ||||||||||||||||
Condensed Consolidating Statement of Cash Flows | ||||||||||||||||
For the Year Ended December 31, 2012 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Non- | SvM | ||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||
Cash and Cash Equivalents at Beginning of Period | $ | 232 | $ | 9 | $ | 80 | $ | — | $ | 321 | ||||||
Net Cash Provided from Operating Activities from Continuing Operations | 396 | 464 | — | -758 | 102 | |||||||||||
Cash Flows from Investing Activities from Continuing Operations: | ||||||||||||||||
Property additions | — | -15 | -29 | — | -44 | |||||||||||
Sale of equipment and other assets | — | — | — | — | — | |||||||||||
Other business acquisitions, net of cash acquired | — | -35 | -5 | — | -40 | |||||||||||
Notes receivable, financial investments and securities, net | — | — | -1 | — | -1 | |||||||||||
Net Cash Used for Investing Activities from Continuing Operations | — | -50 | -35 | — | -85 | |||||||||||
Cash Flows from Financing Activities from Continuing Operations: | ||||||||||||||||
Borrowings of debt | 1,350 | — | — | — | 1,350 | |||||||||||
Payments of debt | -1,314 | -10 | -2 | — | -1,326 | |||||||||||
Debt issuance costs paid | -33 | — | — | — | -33 | |||||||||||
Shareholders’ dividends | — | -516 | -133 | 649 | — | |||||||||||
Net intercompany advances | -315 | 108 | 207 | — | — | |||||||||||
Net Cash (Used for) Provided from Financing Activities from Continuing Operations | -312 | -417 | 72 | 649 | -9 | |||||||||||
Cash Flows from Discontinued Operations: | ||||||||||||||||
Cash provided from operating activities | — | 1 | 128 | — | 129 | |||||||||||
Cash used for investing activities | — | — | -37 | — | -37 | |||||||||||
Cash used for financing activities | — | — | -118 | 109 | -9 | |||||||||||
Net Cash Provided from (Used for) Discontinued Operations | — | 1 | -28 | 109 | 83 | |||||||||||
Cash Increase (Decrease) During the Period | 84 | -1 | 9 | — | 91 | |||||||||||
Cash and Cash Equivalents at End of Period | $ | 317 | $ | 7 | $ | 88 | $ | — | $ | 412 | ||||||
Schedule_I_The_Servicemaster_C
Schedule I The Servicemaster Company (Parent) Condensed Financial Information | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries [Abstract] | |||||||||||||||||||
Schedule I The Servicemaster Company (Parent) Condensed Financial Information | SCHEDULE I | ||||||||||||||||||
SERVICEMASTER GLOBAL HOLDINGS, INC. (“Holdings”) (PARENT COMPANY ONLY) | |||||||||||||||||||
THE SERVICEMASTER COMPANY, LLC (“SvM”) (PARENT COMPANY ONLY) | |||||||||||||||||||
Condensed Statements of Income | |||||||||||||||||||
(In millions) | |||||||||||||||||||
Holdings | SvM | ||||||||||||||||||
Year ended December 31, | Year ended December 31, | ||||||||||||||||||
2014 | 2013 | 2012 | 2014 | 2013 | 2012 | ||||||||||||||
Revenue | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||
Selling and administrative expenses | 1 | 1 | 1 | 5 | 8 | 8 | |||||||||||||
Consulting agreement termination fees | — | — | — | 21 | — | — | |||||||||||||
Interest expense | — | — | — | 137 | 111 | 155 | |||||||||||||
Interest and net investment loss (income) | — | — | — | 6 | -1 | 2 | |||||||||||||
Loss on extinguishment of debt | — | — | — | 65 | — | 55 | |||||||||||||
Loss from Continuing Operations before Income Taxes | -2 | -1 | -1 | -235 | -118 | -220 | |||||||||||||
Benefit for income taxes | -1 | — | — | -85 | -35 | -83 | |||||||||||||
Loss from Continuing Operations | -1 | -1 | — | -150 | -83 | -137 | |||||||||||||
Loss from discontinued operations, net of income taxes | — | — | — | -12 | -16 | -23 | |||||||||||||
Equity in earnings of subsidiaries (net of tax) | -56 | -506 | -714 | 106 | -407 | -553 | |||||||||||||
Net Loss | $ | -57 | $ | -507 | $ | -714 | $ | -56 | $ | -506 | $ | -714 | |||||||
Total Comprehensive Loss | $ | -70 | $ | -507 | $ | -701 | $ | -69 | $ | -506 | $ | -701 | |||||||
SERVICEMASTER GLOBAL HOLDINGS, INC. (“Holdings”) (PARENT COMPANY ONLY) | |||||||||||||||||||
THE SERVICEMASTER COMPANY, LLC (“SvM”) (PARENT COMPANY ONLY) | |||||||||||||||||||
Condensed Balance Sheets | |||||||||||||||||||
(In millions) | |||||||||||||||||||
Holdings | SvM | ||||||||||||||||||
As of December 31, | As of December 31, | ||||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||||
Assets: | |||||||||||||||||||
Current Assets: | |||||||||||||||||||
Cash and cash equivalents | $ | 21 | $ | 8 | $ | 232 | $ | 401 | |||||||||||
Receivables | — | — | 2 | 2 | |||||||||||||||
Prepaid expenses and other assets | — | — | 21 | — | |||||||||||||||
Deferred taxes | -22 | — | 65 | 38 | |||||||||||||||
Total Current Assets | — | 8 | 319 | 441 | |||||||||||||||
Other Assets: | |||||||||||||||||||
Notes receivable from subsidiaries | — | — | 6 | 2,016 | |||||||||||||||
Long-term marketable securities | — | — | 8 | 13 | |||||||||||||||
Investments in and advances to subsidiaries | 362 | 52 | 3,403 | 1,868 | |||||||||||||||
Other assets | — | — | 37 | 33 | |||||||||||||||
Debt issuance costs | — | — | 34 | 41 | |||||||||||||||
Assets of discontinued operations | — | — | — | 3 | |||||||||||||||
Total Assets | $ | 362 | $ | 61 | $ | 3,807 | $ | 4,415 | |||||||||||
Liabilities and Shareholders' Equity: | |||||||||||||||||||
Current Liabilities: | |||||||||||||||||||
Accounts payable | $ | — | $ | — | $ | — | $ | 2 | |||||||||||
Accrued liabilities: | |||||||||||||||||||
Payroll and related expenses | 2 | — | 2 | 2 | |||||||||||||||
Self-insured claims and related expenses | — | — | 6 | — | |||||||||||||||
Accrued interest payable | — | — | 34 | 52 | |||||||||||||||
Other | — | — | 7 | 7 | |||||||||||||||
Liabilities of discontinued operations | — | — | 9 | — | |||||||||||||||
Current portion of long-term debt | — | — | 114 | 127 | |||||||||||||||
Total Current Liabilities | 2 | — | 172 | 190 | |||||||||||||||
Long-Term Debt | — | 14 | 2,962 | 3,812 | |||||||||||||||
Other Long-Term Liabilities: | |||||||||||||||||||
Deferred taxes | 1 | 23 | — | — | |||||||||||||||
Intercompany payable | — | — | 279 | 341 | |||||||||||||||
Liabilities of discontinued operations | — | — | — | 3 | |||||||||||||||
Other long-term obligations, primarily self-insured claims | — | — | 31 | 17 | |||||||||||||||
Total Other Long-Term Liabilities | 1 | 23 | 310 | 361 | |||||||||||||||
Shareholders' Equity | 359 | 23 | 362 | 52 | |||||||||||||||
Total Liabilities and Shareholders' Equity | $ | 362 | $ | 61 | $ | 3,807 | $ | 4,415 | |||||||||||
SERVICEMASTER GLOBAL HOLDINGS, INC. (“Holdings”) (PARENT COMPANY ONLY) | |||||||||||||||||||
THE SERVICEMASTER COMPANY, LLC (“SvM”) (PARENT COMPANY ONLY) | |||||||||||||||||||
Condensed Statements of Cash Flows | |||||||||||||||||||
(In millions) | |||||||||||||||||||
Holdings | SvM | ||||||||||||||||||
Year Ended December 31, | Year Ended December 31, | ||||||||||||||||||
2014 | 2013 | 2012 | 2014 | 2013 | 2012 | ||||||||||||||
Cash and Cash Equivalents at Beginning of Period | $ | 8 | $ | 6 | $ | 10 | $ | 401 | $ | 317 | $ | 232 | |||||||
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | — | -3 | 1 | -133 | -10 | 396 | |||||||||||||
Cash Flows from Investing Activities from Continuing Operations: | |||||||||||||||||||
Notes receivable from affiliate | — | — | — | 14 | -14 | — | |||||||||||||
Net Cash Provided from (Used for) Investing Activities from Continuing Operations | — | — | — | 14 | -14 | — | |||||||||||||
Cash Flows from Financing Activities from Continuing Operations: | |||||||||||||||||||
Borrowings of debt | 2 | 14 | — | 1,825 | 1 | 1,350 | |||||||||||||
Payments of debt | -16 | — | — | -2,676 | -26 | -1,314 | |||||||||||||
Discount paid on issuance of debt | — | — | — | -18 | -12 | — | |||||||||||||
Debt issuance costs paid | — | — | — | -24 | -6 | -33 | |||||||||||||
Contribution to TruGreen Holding Corporation | — | — | — | -35 | — | — | |||||||||||||
Contribution (to SvM) from Holdings | -646 | — | — | 646 | — | — | |||||||||||||
Repurchase of common stock and RSU vesting | -6 | -16 | -11 | — | — | — | |||||||||||||
Issuance of common stock | 679 | 8 | 6 | — | — | — | |||||||||||||
Net intercompany advances | — | — | — | 242 | 167 | -315 | |||||||||||||
Net Cash Provided from (Used for) Financing Activities from Continuing Operations | 13 | 5 | -5 | -39 | 124 | -312 | |||||||||||||
Cash Flows from Discontinued Operations: | |||||||||||||||||||
Cash used for operating activities | — | — | — | -10 | -16 | — | |||||||||||||
Net Cash Used for Discontinued Operations | — | — | — | -10 | -16 | — | |||||||||||||
Cash Increase (Decrease) During the Period | 13 | 2 | -4 | -169 | 84 | 84 | |||||||||||||
Cash and Cash Equivalents at End of Period | $ | 21 | $ | 8 | $ | 6 | $ | 232 | $ | 401 | $ | 317 | |||||||
Notes to Condensed Parent Company Only Financial Statements | |||||||||||||||||||
1. Basis of Presentation | |||||||||||||||||||
The condensed financial statements of ServiceMaster Global Holdings, Inc. (‘‘Holdings’’) and The ServiceMaster Company, LLC (“SvM”) (together, the “Parent Companies”) are required as a result of the restricted net assets of the Parent Companies’ consolidated subsidiaries exceeding 25% of the Parent Companies’ consolidated net assets as of December 31, 2014. All consolidated subsidiaries of the Parent Companies are wholly owned. The primary source of income for the Parent Companies is equity in their subsidiaries’ earnings. | |||||||||||||||||||
Pursuant to rules and regulations of the SEC, the unconsolidated condensed financial statements of the Parent Companies do not reflect all of the information and notes normally included with financial statements prepared in accordance with GAAP. Therefore, these condensed financial statements should be read in conjunction with the consolidated financial statements and related notes included in this Annual Report on Form 10-K. | |||||||||||||||||||
The Parent Companies have accounted for their subsidiaries under the equity method in the unconsolidated condensed financial statements. | |||||||||||||||||||
2. Commitments, Contingencies and Dividends | |||||||||||||||||||
The Parent Companies and their subsidiaries are parties to environmental and other legal matters. For further discussion of commitments, guarantees and contingencies, see Note 9 to the consolidated financial statements of ServiceMaster Global Holdings, Inc. and The ServiceMaster Company, LLC included in this Annual Report on Form 10-K. | |||||||||||||||||||
For the years ended December 31, 2014, 2013 and 2012, SvM received cash dividends from its wholly owned subsidiaries of $61 million, $25 million and $516 million, respectively. | |||||||||||||||||||
3. Long-Term Debt | |||||||||||||||||||
On April 19, 2013, Holdings entered into a revolving promissory note with SvM with a maximum borrowing capacity of $25 million that was scheduled to mature on April 18, 2018. Amounts outstanding under this agreement bore interest at the rate of five percent per annum. As of December 31, 2013, Holdings had borrowed $14 million under this note. The funds borrowed under this note were used by Holdings to repurchase shares of its common stock from associates who have left SvM. On July 1, 2014, Holdings used a portion of the proceeds from the initial public offering to repay this inter-company loan. As a result of this repayment, Holdings did not have a balance outstanding under this note as of December 31, 2014. | |||||||||||||||||||
Long-term debt at SvM is summarized in the following table: | |||||||||||||||||||
As of December 31, | |||||||||||||||||||
(In millions) | 2014 | 2013 | |||||||||||||||||
Senior secured term loan facility maturing in 2017 (Tranche B) | $ | — | $ | 991 | |||||||||||||||
Senior secured term loan facility maturing in 2017 (Tranche C)(1) | — | 1,198 | |||||||||||||||||
Senior secured term loan facility maturing in 2021(2) | 1,803 | — | |||||||||||||||||
7.00% senior notes maturing in 2020 | 488 | 750 | |||||||||||||||||
8.00% senior notes maturing in 2020(3) | 391 | 602 | |||||||||||||||||
Revolving credit facility maturing in 2019 | — | — | |||||||||||||||||
7.10% notes maturing in 2018(4) | 73 | 71 | |||||||||||||||||
7.45% notes maturing in 2027(4) | 161 | 159 | |||||||||||||||||
7.25% notes maturing in 2038(4) | 64 | 63 | |||||||||||||||||
Notes payable to subsidiaries | 96 | 104 | |||||||||||||||||
Less current portion | -114 | -127 | |||||||||||||||||
Total long-term debt | $ | 2,962 | $ | 3,812 | |||||||||||||||
___________________________________ | |||||||||||||||||||
-1 | As of December 31, 2013, presented net of $10 million in unamortized original issue discount paid as part of the 2013 amendment to the Old Term Facilities. | ||||||||||||||||||
-2 | As of December 31, 2014, presented net of $17 million in unamortized original issue discount paid as part of the Term Loan Facility. | ||||||||||||||||||
-3 | As of December 31, 2014 and 2013, includes $1 million and $2 million, respectively, in unamortized premium received on the sale of $100 million aggregate principal amount of such notes. | ||||||||||||||||||
-4 | As of December 31, 2014 and 2013, collectively presented net of $59 million and $64 million, respectively, of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates shown above. | ||||||||||||||||||
The key provisions of SvM’s long-term debt agreements are disclosed in Note 12 to the Consolidated Financial Statements. As of December 31, 2014, future scheduled long-term debt payments are $114 million, $18 million, $18 million, $98 million and $18 million for the years ended December 31, 2015, 2016, 2017, 2018 and 2019, respectively. | |||||||||||||||||||
Schedule_II_Valuation_And_Qual
Schedule II Valuation And Qualifying Accounts | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Schedule II Valuation And Qualifying Accounts [Abstract] | |||||||||||||
Schedule II Valuation And Qualifying Accounts | SCHEDULE II | ||||||||||||
SERVICEMASTER GLOBAL HOLDINGS, INC. | |||||||||||||
Valuation and Qualifying Accounts | |||||||||||||
(In millions) | |||||||||||||
Additions | |||||||||||||
Balance at | Charged to | Balance at | |||||||||||
Beginning of | Costs and | End of | |||||||||||
Period | Expenses | Deductions(1) | Period | ||||||||||
As of and for the year ending December 31, 2014: | |||||||||||||
Continuing Operations— | |||||||||||||
Allowance for doubtful accounts | |||||||||||||
Accounts receivable | $ | 22 | $ | 34 | $ | 34 | $ | 22 | |||||
Notes receivable | 4 | — | 1 | 3 | |||||||||
Income tax valuation allowance | 7 | 1 | 1 | 7 | |||||||||
As of and for the year ending December 31, 2013: | |||||||||||||
Continuing Operations— | |||||||||||||
Allowance for doubtful accounts | |||||||||||||
Accounts receivable | $ | 20 | $ | 36 | $ | 34 | $ | 22 | |||||
Notes receivable | 3 | 1 | — | 4 | |||||||||
Income tax valuation allowance | 6 | 2 | — | 7 | |||||||||
As of and for the year ending December 31, 2012: | |||||||||||||
Continuing Operations— | |||||||||||||
Allowance for doubtful accounts | |||||||||||||
Accounts receivable | $ | 16 | $ | 35 | $ | 31 | $ | 20 | |||||
Notes receivable | 2 | 1 | — | 3 | |||||||||
Income tax valuation allowance | 6 | — | — | 6 | |||||||||
___________________________________ | |||||||||||||
-1 | Deductions in the allowance for doubtful accounts for accounts and notes receivable reflect write-offs of uncollectible accounts. Deductions for the income tax valuation allowance in 2014 are primarily attributable to the reduction of net operating loss carryforwards related to their expiration. Deductions for the income tax valuation allowance in 2013 are primarily attributable to the reduction of net operating loss carryforwards related to their expiration. Deductions for the income tax valuation allowance in 2012 are primarily attributable to the reduction of net operating loss carryforwards related to the dissolution of certain subsidiaries. | ||||||||||||
Significant_Accounting_Policie1
Significant Accounting Policies (Policy) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Significant Accounting Policies [Abstract] | |||||||||
Use Of Estimates | The preparation of the consolidated financial statements requires management to make certain estimates and assumptions required under GAAP which may differ from actual results. The more significant areas requiring the use of management estimates relate to revenue recognition; the allowance for uncollectible receivables; accruals for self-insured retention limits related to medical, workers’ compensation, auto and general liability insurance claims; accruals for home warranties and termite damage claims; the possible outcome of outstanding litigation; accruals for income tax liabilities as well as deferred tax accounts; the deferral and amortization of customer acquisition costs; share based compensation; useful lives for depreciation and amortization expense; the valuation of marketable securities; and the valuation of tangible and intangible assets. In 2014, there were no changes in the significant areas that require estimates or in the underlying methodologies used in determining the amounts of these associated estimates. | ||||||||
The allowance for receivables is developed based on several factors including overall customer credit quality, historical write-off experience and specific account analyses that project the ultimate collectability of the outstanding balances. As such, these factors may change over time causing the reserve level to vary. | |||||||||
Commitments And Contingencies | The Company carries insurance policies on insurable risks at levels which it believes to be appropriate, including workers’ compensation, auto and general liability risks. The Company purchases insurance from third-party insurance carriers. These policies typically incorporate significant deductibles or self-insured retentions. The Company is responsible for all claims that fall within the retention limits. In determining the Company’s accrual for self-insured claims, the Company uses historical claims experience to establish both the current year accrual and the underlying provision for future losses. This actuarially determined provision and related accrual include both known claims, as well as incurred but not reported claims. The Company adjusts its estimate of accrued self-insured claims when required to reflect changes based on factors such as changes in health care costs, accident frequency and claim severity. | ||||||||
The Company seeks to reduce the potential amount of loss arising from self-insured claims by insuring certain levels of risk. While insurance agreements are designed to limit the Company’s losses from large exposure and permit recovery of a portion of direct unpaid losses, insurance does not relieve the Company of its ultimate liability. Accordingly, the accruals for insured claims represent the Company’s total unpaid gross losses. Insurance recoverables, which are reported within Prepaid expenses and other assets and Other assets, relate to estimated insurance recoveries on the insured claims reserves. | |||||||||
Accruals for home warranty claims in the American Home Shield business are made based on the Company’s claims experience and actuarial projections. Termite damage claim accruals in the Terminix business are recorded based on both the historical rates of claims incurred within a contract year and the cost per claim. Current activity could differ causing a change in estimates. The Company has certain liabilities with respect to existing or potential claims, lawsuits, and other proceedings. The Company accrues for these liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Any resulting adjustments, which could be material, are recorded in the period identified. | |||||||||
The Company records deferred income tax balances based on the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and income tax purposes. The Company records its deferred tax items based on the estimated value of the tax basis. The Company adjusts tax estimates when required to reflect changes based on factors such as changes in tax laws, relevant court decisions, results of tax authority reviews and statutes of limitations. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. The Company recognizes potential interest and penalties related to its uncertain tax positions in income tax expense. | |||||||||
Revenue | Revenue | ||||||||
Revenues from pest control services, as well as liquid and fumigation termite applications, are recognized as the services are provided. The Company eradicates termites through the use of non-baiting methods (e.g., fumigation or liquid treatments) and baiting systems. Termite services using baiting systems and termite inspection and protection contracts are frequently sold through annual contracts. Service costs for these contracts are expensed as incurred. The Company recognizes revenue over the life of these contracts in proportion to the expected direct costs. Those costs bear a direct relationship to the fulfillment of the Company’s obligations under the contracts and are representative of the relative value provided to the customer (proportional performance method). The Company regularly reviews its estimates of direct costs for its termite bait contracts and termite inspection and protection contracts and adjusts the estimates when appropriate. | |||||||||
Home warranty contracts are typically one year in duration. Home warranty claims costs are expensed as incurred. The Company recognizes revenue over the life of these contracts in proportion to the expected direct costs. Those costs bear a direct relationship to the fulfillment of the Company’s obligations under the contracts and are representative of the relative value provided to the customer (proportional performance method). The Company regularly reviews its estimates of claims costs and adjusts the estimates when appropriate. | |||||||||
The Company has franchise agreements in its Terminix, ServiceMaster Restore, ServiceMaster Clean, Merry Maids, Furniture Medic and AmeriSpec businesses. Franchise revenue (which in the aggregate represents approximately six percent of annual consolidated revenue from continuing operations) consists principally of continuing monthly fees based upon the franchisee’s customer-level revenue. Monthly fee revenue is recognized when the related customer-level revenue generating activity is performed by the franchisee and collectability is reasonably assured. Franchise revenue also includes initial fees resulting from the sale of a franchise or a license. These initial franchise or license fees are pre-established fixed amounts and are recognized as revenue when collectability is reasonably assured and all material services or conditions relating to the sale have been substantially performed. Total profits from the franchised operations were $71 million, $68 million, and $61 million for the years ended December 31, 2014, 2013 and 2011, respectively. The portion of total franchise fee income related to initial fees received from the sale of franchises was immaterial to the Company’s consolidated financial statements for all periods. | |||||||||
Revenues are presented net of sales taxes collected and remitted to government taxing authorities on the consolidated statements of operations and comprehensive income (loss). | |||||||||
The Company had $514 million and $448 million of deferred revenue as of December 31, 2014 and 2013, respectively. Deferred revenue consists primarily of payments received for annual contracts relating to home warranties, termite baiting, termite inspection and pest control services. | |||||||||
Deferred Customer Acquisition Costs | Deferred Customer Acquisition Costs | ||||||||
Customer acquisition costs, which are incremental and direct costs of obtaining a customer, are deferred and amortized over the life of the related contract in proportion to revenue recognized. These costs include sales commissions and direct selling costs which can be shown to have resulted in a successful sale. Deferred customer acquisition costs amounted to $35 million and $30 million as of December 31, 2014 and 2013, respectively. | |||||||||
Advertising | Advertising | ||||||||
On an interim basis, certain advertising costs are deferred and recognized approximately in proportion to the revenue over the year and are not deferred beyond the calendar year-end. Certain other advertising costs are expensed when the advertising occurs. The cost of direct-response advertising at Terminix, consisting primarily of direct-mail promotions, is capitalized and amortized over its expected period of future benefits. Deferred advertising costs are included in prepaid expenses and other assets on the consolidated statements of financial position. Advertising expense for the years ended December 31, 2014, 2013 and 2012 was $122 million, $114 million and $112 million, respectively. | |||||||||
Inventory | Inventory | ||||||||
Inventories are recorded at the lower of cost (primarily on a weighted average cost basis) or market. The Company’s inventory primarily consists of finished goods to be used on the customers’ premises or sold to franchisees. | |||||||||
Property And Equipment, Intangible Assets And Goodwill | Property and Equipment, Intangible Assets and Goodwill | ||||||||
Property and equipment consist of the following: | |||||||||
Estimated | |||||||||
As of December 31, | Useful Lives | ||||||||
(In millions) | 2014 | 2013 | (Years) | ||||||
Land | $ | 6 | $ | 6 | N/A | ||||
Buildings and improvements | 35 | 31 | 10 - 40 | ||||||
Technology and communications | 185 | 225 | 3 - 7 | ||||||
Machinery, production equipment and vehicles | 124 | 105 | 3 - 9 | ||||||
Office equipment, furniture and fixtures | 19 | 14 | 5 - 7 | ||||||
369 | 381 | ||||||||
Less accumulated depreciation | -233 | -204 | |||||||
Net property and equipment | $ | 136 | $ | 177 | |||||
Depreciation of property and equipment, including depreciation of assets held under capital leases, was $48 million, $48 million and $42 million for the years ended December 31, 2014, 2013 and 2012, respectively. | |||||||||
The Company recorded an impairment charge of $47 million ($28 million, net of tax) in the year ended December 31, 2014 related to its decision in the first quarter of 2014 to abandon its efforts to deploy a new operating system at American Home Shield. Included in this charge are the impairment of capitalized software of $45 million and the recognition of the remaining liabilities associated with the termination of lease, maintenance and hosting agreements totaling $2 million. This impairment represented an adjustment of the carrying value of the asset to its estimated fair value of zero on a non-recurring basis. | |||||||||
Intangible assets consisted primarily of goodwill in the amount of $2,069 million and $2,018 million, indefinite-lived trade names in the amount of $1,608 million, and other intangible assets in the amount of $88 million and $113 million as of December 31, 2014 and 2013, respectively. | |||||||||
Fixed assets and intangible assets with finite lives are depreciated and amortized on a straight-line basis over their estimated useful lives. These lives are based on the Company's previous experience for similar assets, potential market obsolescence and other industry and business data. As required by accounting standards for the impairment or disposal of long-lived assets, the Company's long-lived assets, including fixed assets and intangible assets (other than goodwill), are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. If the carrying value is no longer recoverable based upon the undiscounted future cash flows of the asset, an impairment loss would be recognized equal to the difference between the carrying amount and the fair value of the asset. Changes in the estimated useful lives or in the asset values could cause the Company to adjust its book value or future expense accordingly. | |||||||||
In February 2014, American Home Shield ceased efforts to deploy a new operating system that had been intended to improve customer relationship management capabilities and enhance its operations. We recorded an impairment charge of $47 million in the year ended December 31, 2014 relating to this decision. | |||||||||
As required under accounting standards for goodwill and other intangibles, goodwill is not subject to amortization, and intangible assets with indefinite useful lives are not amortized until their useful lives are determined to no longer be indefinite. Goodwill and intangible assets that are not subject to amortization are subject to assessment for impairment by applying a fair-value based test on an annual basis or more frequently if circumstances indicate a potential impairment. The Company adopted the provisions of ASU 2011-08, "Testing Goodwill for Impairment," in the fourth quarter of 2011. This ASU gives entities the option of performing a qualitative assessment before calculating the fair value of a reporting unit in Step 1 of the goodwill impairment test. If entities determine, on the basis of qualitative factors, that the fair value of a reporting unit is more likely than not greater than its carrying amount, the two-step impairment test would not be required. For the 2014, 2013 and 2012 annual goodwill impairment review performed as of October 1, 2014, October 1, 2013 and October 1, 2012, respectively, the Company did not perform qualitative assessments on any reporting unit, but instead completed Step 1 of the goodwill impairment test for all reporting units. | |||||||||
Goodwill impairment is determined using a two-step process. The first step involves a comparison of the estimated fair value of a reporting unit to its carrying amount, including goodwill. In performing the first step, the Company determines the fair value of a reporting unit using a combination of a DCF analysis, a market-based comparable approach and a market-based transaction approach. Determining fair value requires the exercise of significant judgment, including judgment about appropriate discount rates, terminal growth rates, the amount and timing of expected future cash flows, as well as relevant comparable company earnings multiples for the market-based comparable approach and relevant transaction multiples for the market-based transaction approach. The cash flows employed in the DCF analyses are based on the Company's most recent budget and, for years beyond the budget, the Company's estimates, which are based on estimated growth rates. The discount rates used in the DCF analyses are intended to reflect the risks inherent in the future cash flows of the respective reporting units. In addition, the market-based comparable and transaction approaches utilize comparable company public trading values, comparable company historical results, research analyst estimates and, where available, values observed in private market transactions. If the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired and the second step of the impairment test is not necessary. If the carrying amount of a reporting unit exceeds its estimated fair value, then the second step of the goodwill impairment test must be performed. The second step of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with its goodwill carrying amount to measure the amount of impairment, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. In other words, the estimated fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid. If the carrying amount of the reporting unit's goodwill exceeds the implied fair value of that goodwill, an impairment is recognized in an amount equal to that excess. | |||||||||
The impairment test for other intangible assets not subject to amortization involves a comparison of the estimated fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of intangible assets not subject to amortization are determined using a DCF valuation analysis. The DCF methodology used to value trade names is known as the relief from royalty method and entails identifying the hypothetical cash flows generated by an assumed royalty rate that a third-party would pay to license the trade names and discounting them back to the valuation date. Significant judgments inherent in this analysis include the selection of appropriate discount rates and hypothetical royalty rates, estimating the amount and timing of estimated future cash flows attributable to the hypothetical royalty rates and identification of appropriate terminal growth rate assumptions. The discount rates used in the DCF analyses are intended to reflect the risk inherent in the projected future cash flows generated by the respective intangible assets. | |||||||||
Goodwill and indefinite-lived intangible assets, primarily the Company’s trade names, are assessed annually for impairment during the fourth quarter or earlier upon the occurrence of certain events or substantive changes in circumstances. The Company’s 2014, 2013, and 2012 annual impairment analyses, which were performed as of October 1 of each year, did not result in any goodwill or trade name impairments to continuing operations. | |||||||||
The October 1, 2014 estimated fair value of the Merry Maids goodwill was not significantly in excess of its carrying value. Consequently, any further decline in the estimated fair value of this goodwill may result in an impairment. It is possible that such impairment, if required, could be material. | |||||||||
Restricted Net Assets | Restricted Net Assets | ||||||||
There are third-party restrictions on the ability of certain of the Company’s subsidiaries to transfer funds to the Company. These restrictions are related to regulatory requirements at American Home Shield and to a subsidiary borrowing arrangement at SMAC. The payment of ordinary and extraordinary dividends by the Company’s home warranty and similar subsidiaries (through which the Company conducts its American Home Shield business) are subject to significant regulatory restrictions under the laws and regulations of the states in which they operate. Among other things, such laws and regulations require certain such subsidiaries to maintain minimum capital and net worth requirements and may limit the amount of ordinary and extraordinary dividends and other payments that these subsidiaries can pay to the Company. As of December 31, 2014, the total net assets subject to these third-party restrictions was $159 million. None of the subsidiaries of the Company are obligated to make funds available to the Company through the payment of dividends. | |||||||||
Fair Value Of Financial Instruments And Credit Risk | Fair Value of Financial Instruments and Credit Risk | ||||||||
See Note 18 for information relating to the fair value of financial instruments. Financial instruments, which potentially subject the Company to financial and credit risk, consist principally of investments and receivables. Investments consist primarily of publicly traded debt and common equity securities. The Company periodically reviews its portfolio of investments to determine whether there has been an other than temporary decline in the value of the investments from factors such as deterioration in the financial condition of the issuer or the market(s) in which it competes. The majority of the Company’s receivables have little concentration of credit risk due to the large number of customers with relatively small balances and their dispersion across geographical areas. The Company maintains an allowance for losses based upon the expected collectability of receivables. | |||||||||
Income Taxes | Income Taxes | ||||||||
The Company and its subsidiaries file consolidated U.S. federal income tax returns. State and local returns are filed both on a separate company basis and on a combined unitary basis with the Company. Current and deferred income taxes are provided for on a separate company basis. The Company accounts for income taxes using an asset and liability approach for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Deferred income taxes are provided to reflect the differences between the tax bases of assets and liabilities and their reported amounts in the financial statements. Valuation allowances are established when necessary to reduce deferred income tax assets to the amounts expected to be realized. The Company records a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in its tax return. The Company recognizes potential interest and penalties related to its uncertain tax positions in income tax expense. | |||||||||
Stock-Based Compensation | Stock-Based Compensation | ||||||||
Our stock-based compensation expense is estimated at the grant date based on an award’s fair value as calculated by the Black-Scholes option-pricing model and is recognized as expense over the requisite service period. The Black-Scholes model requires various highly judgmental assumptions including expected volatility and option life. If any of the assumptions used in the Black-Scholes model change significantly, stock-based compensation expense may differ materially in the future from that recorded in the current period. In addition, we estimate the expected forfeiture rate and only recognize expense for those shares expected to vest. We estimate the forfeiture rate based on historical experience. To the extent our actual forfeiture rate is different from our estimate, stock-based compensation expense is adjusted accordingly. See Note 17 to our consolidated financial statements. | |||||||||
Our board of directors and management intended all options granted to be exercisable, at a price per share not less than the per share fair value of our common stock on the date of grant. We grant options to participants with an exercise price equal to the then current fair value of the common stock. | |||||||||
Earnings Per Share | Earnings Per Share | ||||||||
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, increased to include the number of shares of common stock that would have been outstanding had potential dilutive shares of common stock been issued. The dilutive effect of stock options, restricted stock units and restricted share grants are reflected in diluted net income (loss) per share by applying the treasury stock method. | |||||||||
Newly Issued Accounting Statements And Positions | Newly Issued Accounting Statements and Positions | ||||||||
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or Tax Credit Carryforward Exists” to eliminate the diversity in practice associated with the presentation of unrecognized tax benefits in instances where a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 generally requires an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except in certain circumstances. The amendments in ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. | |||||||||
In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity” to change the criteria for reporting discontinued operations and enhance the convergence of the FASB’s and the International Standard Board’s reporting requirements for discontinued operations. The changes in ASU 2014-08 amend the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have or will have a major effect on an entity’s operations and financial results. ASU 2014-08 requires expanded disclosures for discontinued operations and also requires an entity to disclose the pretax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting. The amendments in ASU 2014-08 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. The Company anticipates the adoption of this standard will not have a material impact on the Company’s consolidated financial statements. | |||||||||
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” to provide a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This model supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes 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.” Entities have the option of using either a full retrospective or modified approach to adopt the guidance. The amendments in ASU 2014-09 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09. | |||||||||
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements—Going Concern” to require management to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual periods ending after December 15, 2016, and for annual and interim periods thereafter. The Company anticipates the adoption of this standard will not have a material impact on the Company’s consolidated financial statements. | |||||||||
Basis_of_Presentation_Tables
Basis of Presentation (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Basis of Presentation [Abstract] | ||||
Schedule Of Net Proceeds And Use Of Proceeds In Connection With The Initial Public Offering | ||||
(In millions) | ||||
Net Proceeds | ||||
Gross proceeds | $ | 702 | ||
Underwriting discounts and commissions | -35 | |||
Offering expenses | -4 | |||
Net Proceeds | $ | 663 | ||
(In millions) | ||||
Use of Proceeds | ||||
Partial redemption of 8% 2020 Notes(1) | $ | 234 | ||
Partial redemption of 7% 2020 Notes(1) | 289 | |||
Principal payment of Old Term Facilities(1) | 120 | |||
Consulting agreement termination fees(2) | 21 | |||
Use of Proceeds | $ | 663 | ||
___________________________________ | ||||
-1 | See Note 12 for further details of the total debt reduction of $835 million in July 2014. | |||
-2 | See Note 10 for further details on the termination of the consulting agreements. | |||
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Significant Accounting Policies [Abstract] | |||||||||
Schedule Of Property And Equipment | |||||||||
Estimated | |||||||||
As of December 31, | Useful Lives | ||||||||
(In millions) | 2014 | 2013 | (Years) | ||||||
Land | $ | 6 | $ | 6 | N/A | ||||
Buildings and improvements | 35 | 31 | 10 - 40 | ||||||
Technology and communications | 185 | 225 | 3 - 7 | ||||||
Machinery, production equipment and vehicles | 124 | 105 | 3 - 9 | ||||||
Office equipment, furniture and fixtures | 19 | 14 | 5 - 7 | ||||||
369 | 381 | ||||||||
Less accumulated depreciation | -233 | -204 | |||||||
Net property and equipment | $ | 136 | $ | 177 | |||||
Business_Segment_Reporting_Tab
Business Segment Reporting (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||
Business Segment Reporting [Abstract] | |||||||||||||||||||
Schedule Of Information For Continuing Operations For Each Reportable Segment And Other Operations And Headquarters | |||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||
(In millions) | 2014 | 2013 | 2012 | ||||||||||||||||
Revenue: | |||||||||||||||||||
Terminix | $ | 1,370 | $ | 1,309 | $ | 1,265 | |||||||||||||
American Home Shield | 828 | 740 | 721 | ||||||||||||||||
Franchise Services Group | 253 | 236 | 221 | ||||||||||||||||
Reportable Segment Revenue | $ | 2,450 | $ | 2,285 | $ | 2,207 | |||||||||||||
Corporate | 7 | 8 | 7 | ||||||||||||||||
Total Revenue | $ | 2,457 | $ | 2,293 | $ | 2,214 | |||||||||||||
Reportable Segment Adjusted EBITDA:(1) | |||||||||||||||||||
Terminix | $ | 309 | $ | 266 | $ | 266 | |||||||||||||
American Home Shield | 179 | 145 | 117 | ||||||||||||||||
Franchise Services Group | 78 | 78 | 70 | ||||||||||||||||
Reportable Segment Adjusted EBITDA | $ | 566 | $ | 489 | $ | 453 | |||||||||||||
Identifiable Assets: | |||||||||||||||||||
Terminix | $ | 2,675 | $ | 2,694 | $ | 2,592 | |||||||||||||
American Home Shield | 1,065 | 1,000 | 976 | ||||||||||||||||
Franchise Services Group | 510 | 513 | 510 | ||||||||||||||||
Reportable Segment Identifiable Assets | $ | 4,250 | $ | 4,207 | $ | 4,078 | |||||||||||||
Corporate - SvM | 886 | 1,087 | 1,044 | ||||||||||||||||
SvM Identifiable Assets | $ | 5,135 | $ | 5,294 | $ | 5,122 | |||||||||||||
Corporate - Holdings | — | -7 | 4 | ||||||||||||||||
Total Identifiable Assets(2) | $ | 5,134 | $ | 5,287 | $ | 5,126 | |||||||||||||
Depreciation & Amortization Expense: | |||||||||||||||||||
Terminix | $ | 73 | $ | 73 | $ | 76 | |||||||||||||
American Home Shield | 9 | 8 | 8 | ||||||||||||||||
Franchise Services Group | 8 | 8 | 8 | ||||||||||||||||
Reportable Segment Depreciation & Amortization Expense | $ | 90 | $ | 89 | $ | 92 | |||||||||||||
Corporate | 10 | 10 | 8 | ||||||||||||||||
Total Depreciation & Amortization Expense(3) | $ | 100 | $ | 99 | $ | 100 | |||||||||||||
Capital Expenditures: | |||||||||||||||||||
Terminix | $ | 7 | $ | 11 | $ | 14 | |||||||||||||
American Home Shield | 10 | 13 | 15 | ||||||||||||||||
Franchise Services Group | 4 | 3 | 2 | ||||||||||||||||
Reportable Segment Capital Expenditures | $ | 21 | $ | 27 | $ | 31 | |||||||||||||
Corporate | 15 | 12 | 13 | ||||||||||||||||
Total Capital Expenditures | $ | 35 | $ | 39 | $ | 44 | |||||||||||||
________________________________ | |||||||||||||||||||
-1 | Presented below is a reconciliation of Reportable Segment Adjusted EBITDA to Net Loss: | ||||||||||||||||||
Holdings | SvM | ||||||||||||||||||
Year Ended December 31, | Year Ended December 31, | ||||||||||||||||||
(In millions) | 2014 | 2013 | 2012 | 2014 | 2013 | 2012 | |||||||||||||
Reportable Segment Adjusted EBITDA: | |||||||||||||||||||
Terminix | $ | 309 | $ | 266 | $ | 266 | $ | 309 | $ | 266 | $ | 266 | |||||||
American Home Shield | 179 | 145 | 117 | 179 | 145 | 117 | |||||||||||||
Franchise Services Group | 78 | 78 | 70 | 78 | 78 | 70 | |||||||||||||
Reportable Segment Adjusted EBITDA | $ | 566 | $ | 489 | $ | 453 | $ | 566 | $ | 489 | $ | 453 | |||||||
Unallocated corporate expenses(a) | $ | -9 | $ | -39 | $ | -40 | $ | -9 | $ | -40 | $ | -39 | |||||||
Depreciation and amortization expense | -100 | -99 | -100 | -100 | -99 | -100 | |||||||||||||
Non-cash impairment of software and other related costs | -47 | — | — | -47 | — | — | |||||||||||||
Non-cash impairment of property and equipment | — | — | -9 | — | — | -9 | |||||||||||||
Non-cash stock-based compensation expense | -8 | -4 | -7 | -8 | -4 | -7 | |||||||||||||
Restructuring charges | -11 | -6 | -15 | -11 | -6 | -15 | |||||||||||||
Management and consulting fees | -4 | -7 | -7 | -4 | -7 | -7 | |||||||||||||
Consulting agreement termination fees | -21 | — | — | -21 | — | — | |||||||||||||
Loss from discontinued operations, net of income taxes | -100 | -549 | -696 | -100 | -549 | -696 | |||||||||||||
(Provision) benefit for income taxes | -40 | -43 | 8 | -41 | -43 | 8 | |||||||||||||
Loss on extinguishment of debt | -65 | — | -55 | -65 | — | -55 | |||||||||||||
Interest expense | -219 | -247 | -245 | -219 | -247 | -245 | |||||||||||||
Other non-operating expenses | 1 | -2 | -1 | 2 | — | — | |||||||||||||
Net Loss | $ | -57 | $ | -507 | $ | -714 | $ | -56 | $ | -506 | $ | -714 | |||||||
___________________________________ | |||||||||||||||||||
(a) | Represents unallocated corporate expenses. | ||||||||||||||||||
-2 | Assets of discontinued operations are not included in the business segment table. | ||||||||||||||||||
-3 | There are no adjustments necessary to reconcile total depreciation and amortization as presented in the business segment table to the consolidated totals. Amortization of debt issue costs is not included in the business segment table. See Note 4 for information relating to segment goodwill. | ||||||||||||||||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Goodwill and Intangible Assets [Abstract] | |||||||||||||||||||||
Schedule Of Goodwill Balances For Continuing Operations By Reportable Segment And For Other Operations And Headquarters | |||||||||||||||||||||
American | Franchise | ||||||||||||||||||||
(In millions) | Terminix | Home Shield | Services Group | Total | |||||||||||||||||
Balance as of December 31, 2012 | $ | 1,458 | $ | 348 | $ | 189 | $ | 1,995 | |||||||||||||
Acquisitions | 22 | — | 2 | 24 | |||||||||||||||||
Other (1) | — | — | -1 | -1 | |||||||||||||||||
Balance as of December 31, 2013 | 1,480 | 348 | 190 | 2,018 | |||||||||||||||||
Acquisitions | 18 | 34 | 1 | 53 | |||||||||||||||||
Other (1) | -1 | — | -1 | -3 | |||||||||||||||||
Balance as of December 31, 2014 | $ | 1,497 | $ | 381 | $ | 191 | $ | 2,069 | |||||||||||||
___________________________________ | |||||||||||||||||||||
-1 | Reflects the impact of foreign exchange rates. | ||||||||||||||||||||
Schedule Of Other Intangible Asset Balances For Continuing Operations | |||||||||||||||||||||
Estimated | |||||||||||||||||||||
Remaining | As of December 31, 2014 | As of December 31, 2013 | |||||||||||||||||||
Useful Lives | Accumulated | Accumulated | |||||||||||||||||||
(In millions) | (Years) | Gross | Amortization | Net | Gross | Amortization | Net | ||||||||||||||
Trade names(1) | N/A | $ | 1,608 | $ | — | $ | 1,608 | $ | 1,608 | $ | — | $ | 1,608 | ||||||||
Customer relationships | 10-Mar | 533 | -489 | 44 | 512 | -447 | 65 | ||||||||||||||
Franchise agreements | 20 - 25 | 88 | -59 | 29 | 88 | -54 | 34 | ||||||||||||||
Other | 30-Apr | 47 | -32 | 15 | 41 | -27 | 14 | ||||||||||||||
Total | $ | 2,277 | $ | -581 | $ | 1,696 | $ | 2,249 | $ | -528 | $ | 1,721 | |||||||||
___________________________________ | |||||||||||||||||||||
-1 | Not subject to amortization. | ||||||||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Income Taxes [Abstract] | ||||||||||
Reconciliation Of Unrecognized Tax Benefits | ||||||||||
Year Ended December 31, | ||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||
Gross unrecognized tax benefits at beginning of period | $ | 8 | $ | 8 | $ | 9 | ||||
Increases in tax positions for prior years | 1 | 1 | — | |||||||
Increases in tax positions for current year | 7 | 1 | 1 | |||||||
Lapse in statute of limitations | -1 | -2 | -2 | |||||||
Gross unrecognized tax benefits at end of period | $ | 13 | $ | 8 | $ | 8 | ||||
Components Of Income (Loss) From Continuing Operations Before Income Taxes | ||||||||||
Year Ended December 31, | ||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||
U.S. | $ | 79 | $ | 80 | $ | -31 | ||||
Foreign | 5 | 6 | 5 | |||||||
Income (Loss) from Continuing Operations before Income Taxes | $ | 84 | $ | 86 | $ | -26 | ||||
Reconciliation Of Effective Income Tax Rate | ||||||||||
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Tax at U.S. federal statutory rate | 35.0 | % | 35.0 | % | 35.0 | % | ||||
State and local income taxes, net of U.S. federal benefit | 12.3 | 9.6 | -13 | |||||||
Tax credits | -3.1 | -2.6 | 3.7 | |||||||
Other permanent items | 1.8 | 0.8 | -4.3 | |||||||
Stock option forfeitures | 1.6 | 4.2 | — | |||||||
Other, including foreign rate differences and reserves | 0.6 | 3.1 | 9.1 | |||||||
Effective rate | 48.2 | % | 50.1 | % | 30.5 | % | ||||
Income Tax Expense From Continuing Operations | ||||||||||
Year Ended December 31, | ||||||||||
(In millions ) | 2014 | 2013 | 2012 | |||||||
Current: | ||||||||||
U.S. federal | $ | — | $ | 1 | $ | — | ||||
Foreign | 3 | 3 | 2 | |||||||
State and local | 9 | 5 | 5 | |||||||
11 | 9 | 7 | ||||||||
Deferred: | ||||||||||
U.S. federal | 27 | 27 | -16 | |||||||
Foreign | — | — | — | |||||||
State and local | 2 | 7 | 1 | |||||||
29 | 33 | -15 | ||||||||
Provision (benefit) for income taxes | $ | 40 | $ | 43 | $ | -8 | ||||
Deferred Tax Balances | ||||||||||
As of December 31, | ||||||||||
(In millions) | 2014 | 2013 | ||||||||
Deferred tax assets (liabilities): | ||||||||||
Current Asset: | ||||||||||
Prepaid expenses | $ | -16 | $ | -14 | ||||||
Receivables allowances | 12 | 14 | ||||||||
Accrued insurance expenses | 6 | 9 | ||||||||
Current reserves | 6 | 6 | ||||||||
Accrued expenses and other | 28 | 17 | ||||||||
Net operating loss and tax credit carryforwards | 39 | 74 | ||||||||
Total current asset | $ | 76 | $ | 106 | ||||||
Long-Term Liability: | ||||||||||
Intangible assets(1) | $ | -718 | $ | -717 | ||||||
Accrued insurance expenses | 3 | 3 | ||||||||
Net operating loss and tax credit carryforwards | 51 | 51 | ||||||||
Other long-term obligations | -44 | -43 | ||||||||
Less valuation allowance | -7 | -7 | ||||||||
Total long-term liability | -715 | -713 | ||||||||
Net deferred tax liability | $ | -639 | $ | -607 | ||||||
___________________________________ | ||||||||||
-1 | The deferred tax liability relates primarily to the difference in the tax versus book basis of intangible assets. The majority of this liability will not actually be paid unless certain business units of the Company are sold. | |||||||||
Acquisitions_Tables
Acquisitions (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Acquisitions [Abstract] | ||||||||||
Schedule Of Supplemental Cash Flow Information Regarding Acquisitions | ||||||||||
Year Ended December 31, | ||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||
Purchase price (including liabilities assumed) | $ | 99 | $ | 40 | $ | 52 | ||||
Less liabilities assumed | -34 | — | -3 | |||||||
Net purchase price | $ | 64 | $ | 40 | $ | 49 | ||||
Net cash paid for acquisitions | $ | 58 | $ | 32 | $ | 40 | ||||
Seller financed debt | 6 | 8 | 9 | |||||||
Payment for acquisitions | $ | 64 | $ | 40 | $ | 49 | ||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Schedule Of Assets And Liabilities Of Discontinued Operations | ||||||||||
As of December 31, | ||||||||||
(In millions) | 2014 | 2013 | ||||||||
Assets: | ||||||||||
Receivables, net | $ | — | $ | 28 | ||||||
Inventories and other current assets | — | 48 | ||||||||
Total Current Assets | — | 76 | ||||||||
Property and equipment, net | — | 181 | ||||||||
Intangible assets, net | — | 355 | ||||||||
Other long-term assets | — | 6 | ||||||||
Total Assets | $ | — | $ | 618 | ||||||
Liabilities: | ||||||||||
Current liabilities | $ | 9 | $ | 139 | ||||||
Long-term debt and other long-term liabilities | — | 162 | ||||||||
Total Liabilities | $ | 9 | $ | 301 | ||||||
TruGreen [Member] | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Schedule Of Assets And Liabilities Of Discontinued Operations | ||||||||||
(In millions) | ||||||||||
Assets: | ||||||||||
Cash and cash equivalents | $ | 57 | ||||||||
Receivables, net | 22 | |||||||||
Inventories and other current assets | 39 | |||||||||
Property and equipment, net | 181 | |||||||||
Intangible assets, net | 216 | |||||||||
Other long-term assets | 6 | |||||||||
Total Assets | $ | 521 | ||||||||
Liabilities: | ||||||||||
Current liabilities | $ | 149 | ||||||||
Long-term debt and other long-term liabilities | 97 | |||||||||
Total Liabilities | $ | 246 | ||||||||
Net assets distributed to New TruGreen | $ | 275 | ||||||||
Schedule Of Operating Results Of Discontinued Operations | ||||||||||
Year Ended December 31, | ||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||
Revenue | $ | 6 | $ | 896 | $ | 979 | ||||
Loss before income taxes(1) | -161 | -716 | -803 | |||||||
Benefit for income taxes(1) | -61 | -167 | -107 | |||||||
Loss from discontinued operations, net of income taxes(1) | $ | -100 | $ | -549 | $ | -696 | ||||
___________________________________ | ||||||||||
-1 | During 2014, 2013 and 2012, the Company recorded pre‑tax non‑cash impairment charges of $139 million ($84 million, net of tax), $673 million ($521 million, net of tax) and $909 million ($764 million, net of tax), respectively, associated with the goodwill and trade name at its TruGreen Business, which is reported in loss from discontinued operations, net of income taxes. | |||||||||
Restructuring_Charges_Tables
Restructuring Charges (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Restructuring Charges [Abstract] | ||||||||||
Schedule Of Restructuring Charges | ||||||||||
Year Ended December 31, | ||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||
Terminix branch optimization(1) | $ | 2 | $ | 2 | $ | 4 | ||||
American Home Shield reorganization(2) | — | — | 1 | |||||||
Franchise services group reorganization(2) | 3 | — | 1 | |||||||
Corporate(3) | 6 | 4 | 9 | |||||||
Total restructuring charges | $ | 11 | $ | 6 | $ | 15 | ||||
___________________________________ | ||||||||||
-1 | These charges included severance costs of $2 million, $1 million and $1 million for the years ended December 31, 2014, 2013 and 2012, respectively, and lease termination costs of $1 million and $3 million for the years ended December 31, 2013 and 2012, respectively. | |||||||||
-2 | For the years ended December 31, 2014 and 2012, these charges included severance costs. | |||||||||
-3 | Represents restructuring charges related to an initiative to enhance capabilities and reduce costs in the Company’s headquarters functions that provide Company-wide administrative services for our operations. For the years ended December 31, 2014, 2013 and 2012, these charges included severance and other costs of $5 million, $1 million and $4 million, respectively, and professional fees of $1 million, $3 million and $5 million, respectively. | |||||||||
Schedule Of Reconciliation Of The Beginning And Ending Balances Of Accrued Restructuring Charges | ||||||||||
Accrued | ||||||||||
Restructuring | ||||||||||
(In millions) | Charges | |||||||||
Balance as of December 31, 2012 | $ | 4 | ||||||||
Costs incurred | 6 | |||||||||
Costs paid or otherwise settled | -9 | |||||||||
Balance as of December 31, 2013 | 1 | |||||||||
Costs incurred | 11 | |||||||||
Costs paid or otherwise settled | -8 | |||||||||
Balance as of December 31, 2014 | $ | 4 | ||||||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) (Accrued Self-Insured Claims, Net [Member]) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Accrued Self-Insured Claims, Net [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Schedule Of Reconciliation Of Beginning And Ending Accrued Self-Insured Claims | ||||
Accrued | ||||
Self-insured | ||||
(In millions) | Claims, Net | |||
Balance as of December 31, 2012 | $ | 103 | ||
Provision for self-insured claims | 47 | |||
Cash payments | -49 | |||
Balance as of December 31, 2013 | 101 | |||
Provision for self-insured claims | 45 | |||
Cash payments | -43 | |||
Balance as of December 31, 2014 | $ | 104 | ||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | ||||||
Dec. 31, 2014 | |||||||
Long-Term Debt [Abstract] | |||||||
Schedule Of Long-Term Debt | |||||||
As of December 31, | |||||||
(In millions) | 2014 | 2013 | |||||
Senior secured term loan facility maturing in 2017 (Tranche B) | $ | — | $ | 991 | |||
Senior secured term loan facility maturing in 2017 (Tranche C)(1) | — | 1,198 | |||||
Senior secured term loan facility maturing in 2021(2) | 1,803 | — | |||||
7.00% senior notes maturing in 2020 | 488 | 750 | |||||
8.00% senior notes maturing in 2020(3) | 391 | 602 | |||||
Revolving credit facility maturing in 2019 | — | — | |||||
7.10% notes maturing in 2018(4) | 73 | 71 | |||||
7.45% notes maturing in 2027(4) | 161 | 159 | |||||
7.25% notes maturing in 2038(4) | 64 | 63 | |||||
Vehicle capital leases(5) | 39 | 32 | |||||
Other | 37 | 40 | |||||
Less current portion | -39 | -39 | |||||
Total long-term debt | $ | 3,017 | $ | 3,867 | |||
___________________________________ | |||||||
-1 | As of December 31, 2013, presented net of $10 million in unamortized original issue discount paid as part of the 2013 amendment to the Old Term Facilities. | ||||||
-2 | As of December 31, 2014, presented net of $17 million in unamortized original issue discount paid as part of the Term Loan Facility as described below under “––Refinancing of Indebtedness.” | ||||||
-3 | As of December 31, 2014 and 2013, includes $1 million and $2 million, respectively, in unamortized premium received on the sale of $100 million aggregate principal amount of such notes. | ||||||
-4 | As of December 31, 2014 and 2013, collectively presented net of $59 million and $64 million, respectively, of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates shown above. | ||||||
-5 | SvM has entered into the Fleet Agreement which, among other things, allows SvM to obtain fleet vehicles through a leasing program. All leases under the Fleet Agreement are capital leases for accounting purposes. The lease rental payments include an interest component calculated using a variable rate based on one-month LIBOR plus other contractual adjustments and a borrowing margin totaling 2.45 percent. | ||||||
Schedule of Interest Rate Swap Agreements | |||||||
Weighted | |||||||
Notional | Average Fixed | ||||||
(In millions) | Amount | Rate(1) | |||||
Interest rate swap agreements in effect as of December 31, 2012 | $ | 980 | 1.70 | % | |||
Expired | -980 | ||||||
Interest rate swap agreements in effect as of December 31, 2013 | — | — | % | ||||
Entered into effect | 300 | ||||||
Interest rate swap agreements in effect as of December 31, 2014 | $ | 300 | 1.79 | % | |||
___________________________________ | |||||||
-1 | Before the application of the applicable borrowing margin. | ||||||
Cash_and_Marketable_Securities1
Cash and Marketable Securities (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Cash and Marketable Securities [Abstract] | |||||||||||||
Schedule Of Amortized Cost, Fair Value And Gross Unrealized Gains And Losses Of The Company's Short- And Long-Term Investments In Debt And Equity Securities | |||||||||||||
Gross | Gross | ||||||||||||
Amortized | Unrealized | Unrealized | Fair | ||||||||||
(In millions) | Cost | Gains | Losses | Value | |||||||||
Available-for-sale and trading securities, December 31, 2014: | |||||||||||||
Debt securities | $ | 65 | $ | 1 | $ | — | $ | 66 | |||||
Equity securities | 33 | 9 | -1 | 41 | |||||||||
Total securities | $ | 98 | $ | 10 | $ | -1 | $ | 107 | |||||
Available-for-sale and trading securities, December 31, 2013: | |||||||||||||
Debt securities | $ | 97 | $ | 3 | $ | -1 | $ | 99 | |||||
Equity securities | 41 | 9 | — | 50 | |||||||||
Total securities | $ | 138 | $ | 12 | $ | -1 | $ | 149 | |||||
Schedule Of Proceeds And Gross Realized Gains Resulting From Sales Of Available-For-Sale Securities And Gross Realized Losses Or Impairment Charges Due To Other Than Temporary Declines In The Value Of Certain Investments | |||||||||||||
Year Ended December 31, | |||||||||||||
(In millions) | 2014 | 2013 | 2012 | ||||||||||
Proceeds from sale of securities | $ | 43 | $ | 23 | $ | 23 | |||||||
Gross realized gains, pre-tax | 5 | 2 | 2 | ||||||||||
Gross realized gains, net of tax | 3 | 1 | 1 | ||||||||||
Gross realized losses, pre-tax | -1 | -1 | — | ||||||||||
Gross realized losses, net of tax | -1 | — | — | ||||||||||
Comprehensive_Income_Loss_Tabl
Comprehensive Income (Loss) (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Comprehensive Income (Loss) [Abstract] | |||||||||||||
Summary Of The Activity In Other Comprehensive Income (Loss), Net Of The Related Tax Effects | |||||||||||||
Unrealized | |||||||||||||
Gains on | |||||||||||||
Unrealized | Available | Foreign | |||||||||||
(Losses) Gains on | -for-Sale | Currency | |||||||||||
(In millions) | Derivatives | Securities | Translation | Total | |||||||||
Balance as of December 31, 2012 | $ | -2 | $ | 5 | $ | 3 | $ | 7 | |||||
Other comprehensive income (loss) before reclassifications: | |||||||||||||
Pre-tax amount | — | 5 | -4 | 1 | |||||||||
Tax provision (benefit) | — | 2 | — | 2 | |||||||||
After-tax amount | 1 | 3 | -4 | -1 | |||||||||
Amounts reclassified from accumulated other comprehensive income (loss)(1) | 2 | -1 | — | 1 | |||||||||
Net current period other comprehensive income (loss) | 3 | 1 | -4 | — | |||||||||
Balance as of December 31, 2013 | $ | 1 | $ | 7 | $ | -1 | $ | 7 | |||||
Other comprehensive (loss) income before reclassifications: | |||||||||||||
Pre-tax amount | -12 | 3 | -5 | -15 | |||||||||
Tax (benefit) provision | -5 | 1 | — | -4 | |||||||||
After-tax amount | -7 | 1 | -5 | -11 | |||||||||
Amounts reclassified from accumulated other comprehensive income (loss)(1) | 1 | -3 | — | -1 | |||||||||
Net current period other comprehensive loss | -6 | -1 | -5 | -13 | |||||||||
Spin-off of the TruGreen Business | — | — | -2 | -2 | |||||||||
Balance as of December 31, 2014 | $ | -6 | $ | 6 | $ | -8 | $ | -8 | |||||
___________________________________ | |||||||||||||
-1 | Amounts are net of tax. See reclassifications out of accumulated other comprehensive income (loss) below for further details. | ||||||||||||
Schedule Of Reclassifications Out Of Accumulated Other Comprehensive Income (Loss) | |||||||||||||
Amounts Reclassified from Accumulated | |||||||||||||
Other Comprehensive Income (Loss) | |||||||||||||
As of December 31, | Consolidated Statements of Operations | ||||||||||||
(In millions) | 2014 | 2013 | 2012 | and Comprehensive Income (Loss) Location | |||||||||
Losses (gains) on derivatives: | |||||||||||||
Fuel swap contracts | $ | 1 | $ | -1 | $ | -2 | Cost of services rendered and products sold | ||||||
Interest rate swap contracts | 1 | 5 | 22 | Interest expense | |||||||||
Net losses on derivatives | 2 | 4 | 20 | ||||||||||
Impact of income taxes | 1 | 2 | 8 | Provision for income taxes | |||||||||
Total reclassifications related to derivatives | $ | 1 | $ | 2 | $ | 12 | |||||||
(Gains) losses on available-for-sale securities | $ | -4 | $ | -2 | $ | 3 | Interest and net investment income | ||||||
Impact of income taxes | -2 | -1 | 1 | Provision for income taxes | |||||||||
Total reclassifications related to securities | $ | -3 | $ | -1 | $ | 2 | |||||||
Total reclassifications for the period | $ | -1 | $ | 1 | $ | 14 | |||||||
Supplemental_Cash_Flow_Informa1
Supplemental Cash Flow Information (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Supplemental Cash Flow Information [Abstract] | ||||||||||
Schedule Of Supplemental Information Relating To The Unaudited Condensed Consolidated Statements Of Cash Flows | ||||||||||
Year Ended December 31, | ||||||||||
(In millions) | 2014 | 2013 | 2012 | |||||||
Cash paid for or (received from): | ||||||||||
Interest expense | $ | 220 | $ | 232 | $ | 233 | ||||
Interest and dividend income | -3 | -5 | -5 | |||||||
Income taxes, net of refunds | 12 | 9 | 9 | |||||||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Stock-Based Compensation [Abstract] | ||||||||||
Schedule Of Assumptions Used To Estimate Value Of Each Option Award | ||||||||||
Year Ended December 31, | ||||||||||
Assumption | 2014 | 2013 | 2012 | |||||||
Expected volatility | 49.6 | % | 49.2% - 49.6 | % | 49.2% - 50.3 | % | ||||
Expected dividend yield | 0.0 | % | 0.0 | % | 0.0 | % | ||||
Expected life (in years) | 6.3 | 6.3 | 6.3 | |||||||
Risk-free interest rate | 1.86 | % | 1.69% - 2.02 | % | 0.78% - 1.43 | % | ||||
Summary Of Option Activity Under The MSIP | ||||||||||
Weighted Avg. | ||||||||||
Weighted Avg. | Remaining | |||||||||
Stock | Exercise | Contractual | ||||||||
Options | Price | Term (in years) | ||||||||
Total outstanding, December 31, 2013 | 6,963,643 | $ | 11.84 | |||||||
Granted to employees | 1,222,831 | $ | 12.91 | |||||||
Exercised | -821,372 | $ | 11.56 | |||||||
Forfeited | -307,923 | $ | 13.20 | |||||||
Expired | -1,093,913 | $ | 11.47 | |||||||
TruGreen conversions | -1,359,167 | $ | 11.54 | |||||||
Total outstanding, December 31, 2014 | 4,604,099 | $ | 12.27 | 7.13 | ||||||
Total exercisable, December 31, 2014 | 2,027,895 | $ | 12.02 | 5.30 | ||||||
Summary Of RSU Activity Under The MSIP | ||||||||||
Weighted Avg. | ||||||||||
Grant Date | ||||||||||
RSUs | Fair Value | |||||||||
Total outstanding, December 31, 2013 | 629,121 | $ | 12.22 | |||||||
Granted to employees | 99,622 | $ | 17.52 | |||||||
Vested | -199,826 | $ | 12.18 | |||||||
Forfeited | -31,748 | $ | 12.85 | |||||||
TruGreen conversions | -63,663 | $ | 14.14 | |||||||
Total outstanding, December 31, 2014 | 433,506 | $ | 13.12 | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Fair Value Measurements [Abstract] | |||||||||||||||
Schedule Of The Carrying Amount And Estimated Fair Value Of The Company's Financial Instruments That Are Recorded At Fair Value On A Recurring Basis | |||||||||||||||
Estimated Fair Value Measurements | |||||||||||||||
Quoted | Significant | ||||||||||||||
Prices In | Other | Significant | |||||||||||||
Active | Observable | Unobservable | |||||||||||||
Statement of Financial | Carrying | Markets | Inputs | Inputs | |||||||||||
(In millions) | Position Location | Value | (Level 1) | (Level 2) | (Level 3) | ||||||||||
As of December 31, 2014: | |||||||||||||||
Financial Assets: | |||||||||||||||
Deferred compensation trust assets | Long-term marketable securities | $ | 8 | $ | 8 | $ | — | $ | — | ||||||
Investments in marketable securities | Marketable securities and Long-term marketable securities | 99 | 53 | 45 | — | ||||||||||
Total financial assets | $ | 107 | $ | 62 | $ | 45 | $ | — | |||||||
Financial Liabilities: | |||||||||||||||
Fuel swap contracts: | |||||||||||||||
Current | Other accrued liabilities | $ | 6 | $ | — | $ | — | $ | 6 | ||||||
Interest rate swap contracts | Other long-term liabilities | 4 | — | 4 | — | ||||||||||
Total financial liabilities | $ | 10 | $ | — | $ | 4 | $ | 6 | |||||||
As of December 31, 2013: | |||||||||||||||
Financial Assets: | |||||||||||||||
Deferred compensation trust assets | Long-term marketable securities | $ | 12 | $ | 12 | $ | — | $ | — | ||||||
Investments in marketable securities | Marketable securities and Long-term marketable securities | 136 | 61 | 75 | — | ||||||||||
Fuel swap contracts: | |||||||||||||||
Current | Prepaid expenses and other assets | 1 | — | — | 1 | ||||||||||
Total financial assets | $ | 150 | $ | 73 | $ | 75 | $ | 1 | |||||||
Schedule Of Reconciliation Of The Beginning And Ending Fair Values Of Financial Instruments Valued Using Significant Unobservable Inputs (Level 3) On A Recurring Basis | |||||||||||||||
Fuel Swap | |||||||||||||||
Contract | |||||||||||||||
Assets | |||||||||||||||
(In millions) | (Liabilities) | ||||||||||||||
Balance as of December 31, 2012 | $ | 2 | |||||||||||||
Total gains (losses) (realized and unrealized) | |||||||||||||||
Included in earnings | 1 | ||||||||||||||
Included in accumulated other comprehensive income | -1 | ||||||||||||||
Settlements, net | -1 | ||||||||||||||
Balance as of December 31, 2013 | 1 | ||||||||||||||
Total (losses) gains (realized and unrealized) | |||||||||||||||
Included in earnings | -1 | ||||||||||||||
Included in accumulated other comprehensive income | -7 | ||||||||||||||
Settlements, net | 1 | ||||||||||||||
Balance as of December 31, 2014 | $ | -6 | |||||||||||||
Schedule Of Level 3 Financial Instruments | |||||||||||||||
Fair Value | Valuation | Weighted | |||||||||||||
(in millions) | Technique | Unobservable Input | Range | Average | |||||||||||
As of December 31, 2014: | |||||||||||||||
Fuel swap contracts | $ | -6 | Discounted Cash Flows | Forward Unleaded Price per Gallon(1) | $2.06 - $2.71 | $ | 2.39 | ||||||||
As of December 31, 2013: | |||||||||||||||
Fuel swap contracts | $ | 1 | Discounted Cash Flows | Forward Unleaded Price per Gallon(1) | $3.20 - $3.87 | $ | 3.60 | ||||||||
___________________________________ | |||||||||||||||
-1 | Forward prices per gallon were derived from third-party market data providers. A decrease in the forward price would result in a decrease in the fair value of the fuel swap contracts. | ||||||||||||||
Schedule Of Effect Of Derivative Instruments On The Condensed Consolidated Statements Of Operations And Comprehensive (Loss) Income And Accumulated Other Comprehensive Income (Loss) On The Condensed Consolidated Statements Of Financial Position | |||||||||||||||
Effective Portion | |||||||||||||||
Effective Portion | of Gain (Loss) | ||||||||||||||
of Gain (Loss) | Reclassified from | ||||||||||||||
Recognized in | Accumulated Other | ||||||||||||||
(In millions) | Accumulated Other | Comprehensive | |||||||||||||
Derivatives designated as Cash Flow | Comprehensive | Income | |||||||||||||
Hedge Relationships | Income | Into Earnings | Location of Gain (Loss) included in Earnings | ||||||||||||
Year Ended December 31, 2014: | |||||||||||||||
Fuel swap contracts | $ | -7 | $ | -1 | Cost of services rendered and products sold | ||||||||||
Interest rate swap contracts | $ | -4 | $ | -1 | Interest expense | ||||||||||
Year Ended December 31, 2013: | |||||||||||||||
Fuel swap contracts | $ | -1 | $ | 1 | Cost of services rendered and products sold | ||||||||||
Interest rate swap contracts | $ | 5 | $ | -5 | Interest expense | ||||||||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2014 | ||||||||||
Earnings Per Share [Abstract] | ||||||||||
Schedule Of Reconciliation Of The Amounts Included In The Computation Of Basic Earnings Per Share From Continuing Operations And Diluted Earnings Per Share From Continuing Operations | ||||||||||
Year Ended December 31, | ||||||||||
(In millions, except per share data) | 2014 | 2013 | 2012 | |||||||
Income (loss) from continuing operations | $ | 43 | $ | 42 | $ | -18 | ||||
Weighted average common shares outstanding | 112.8 | 91.6 | 91.9 | |||||||
Effect of dilutive securities:(1) | ||||||||||
RSUs | 0.1 | 0.1 | — | |||||||
Stock options(2) | 0.8 | 0.5 | — | |||||||
Weighted average common shares outstanding - assuming dilution | 113.8 | 92.2 | 91.9 | |||||||
Basic earnings (loss) per share from continuing operations | $ | 0.38 | $ | 0.46 | $ | -0.2 | ||||
Diluted earnings (loss) per share from continuing operations | $ | 0.38 | $ | 0.46 | $ | -0.2 | ||||
___________________________________ | ||||||||||
-1 | Securities are not included in the table in periods when antidilutive. For the year ended December 31, 2012, weighted average potentially dilutive shares from RSUs of 0.2 million and weighted average potentially dilutive shares from stock options of 1.5 million with a weighted average exercise price per share of $15.24 were excluded from the diluted earnings (loss) per share calculation due to the antidilutive effect such shares would have on net loss per common share. There were no antidilutive securities for the years ended December 31, 2014 and 2013. | |||||||||
-2 | Options to purchase 0.1 million, 1.4 million, and 0.7 million shares for the years ended December 31, 2014, 2013 and 2012 respectively, were not included in the diluted earnings (loss) per share calculation because either their exercise price or proceeds per share exceeded the average market price of the Company’s common stock for each respective reporting date. | |||||||||
Condensed_Consolidating_Financ1
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries [Abstract] | ||||||||||||||||
Schedule Of Condensed Consolidating Statement Of Operations And Comprehensive Income (Loss) | THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES | |||||||||||||||
Condensed Consolidating Statement of Operations and Comprehensive (Loss) Income | ||||||||||||||||
For the Year Ended December 31, 2014 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Non- | SvM | ||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||
Revenue | $ | — | $ | 1,566 | $ | 949 | $ | -58 | $ | 2,457 | ||||||
Cost of services rendered and products sold | — | 901 | 453 | -56 | 1,298 | |||||||||||
Selling and administrative expenses | 5 | 318 | 344 | -1 | 666 | |||||||||||
Amortization expense | — | 46 | 6 | — | 52 | |||||||||||
Consulting agreement termination fees | 21 | — | — | — | 21 | |||||||||||
Impairment of software and other related costs | — | — | 47 | — | 47 | |||||||||||
Restructuring charges | — | 4 | 6 | — | 11 | |||||||||||
Interest expense | 137 | 80 | 1 | — | 219 | |||||||||||
Interest and net investment loss (income) | 6 | — | -13 | -1 | -8 | |||||||||||
Loss on extinguishment of debt | 65 | — | — | — | 65 | |||||||||||
(Loss) Income from Continuing Operations before Income Taxes | -235 | 217 | 104 | — | 85 | |||||||||||
(Benefit) Provision for income taxes | -85 | 52 | 74 | — | 41 | |||||||||||
(Loss) Income from Continuing Operations | -150 | 164 | 30 | — | 44 | |||||||||||
(Loss) income from discontinued operations, net of income taxes | -12 | 62 | -150 | — | -100 | |||||||||||
Equity in earnings of subsidiaries (net of tax) | 106 | -131 | — | 24 | — | |||||||||||
Net (Loss) Income | $ | -56 | $ | 96 | $ | -120 | $ | 24 | $ | -56 | ||||||
Total Comprehensive (Loss) Income | $ | -69 | $ | 94 | $ | -126 | $ | 32 | $ | -69 | ||||||
THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES | ||||||||||||||||
Condensed Consolidating Statement of Operations and Comprehensive Loss | ||||||||||||||||
For the Year Ended December 31, 2013 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Non- | SvM | ||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||
Revenue | $ | — | $ | 1,506 | $ | 852 | $ | -65 | $ | 2,293 | ||||||
Cost of services rendered and products sold | — | 899 | 385 | -64 | 1,220 | |||||||||||
Selling and administrative expenses | 8 | 302 | 381 | — | 691 | |||||||||||
Amortization expense | — | 48 | 3 | — | 51 | |||||||||||
Restructuring charges | — | 3 | 4 | — | 6 | |||||||||||
Interest expense | 111 | 113 | 23 | — | 247 | |||||||||||
Interest and net investment (income) loss | -1 | 4 | -11 | -1 | -8 | |||||||||||
(Loss) Income from Continuing Operations before Income Taxes | -118 | 137 | 68 | — | 87 | |||||||||||
(Benefit) Provision for income taxes | -35 | -6 | 85 | — | 43 | |||||||||||
(Loss) Income from Continuing Operations | -83 | 143 | -17 | — | 43 | |||||||||||
(Loss) income from discontinued operations, net of income taxes | -16 | 163 | -696 | — | -549 | |||||||||||
Equity in earnings of subsidiaries (net of tax) | -407 | -713 | — | 1,120 | — | |||||||||||
Net Loss | $ | -506 | $ | -407 | $ | -713 | $ | 1,120 | $ | -506 | ||||||
Total Comprehensive Loss | $ | -506 | $ | -407 | $ | -716 | $ | 1,123 | $ | -506 | ||||||
THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES | ||||||||||||||||
Condensed Consolidating Statement of Operations and Comprehensive Loss | ||||||||||||||||
For the Year Ended December 31, 2012 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Non- | SvM | ||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||
Revenue | $ | — | $ | 1,451 | $ | 821 | $ | -58 | $ | 2,214 | ||||||
Cost of services rendered and products sold | — | 862 | 390 | -57 | 1,196 | |||||||||||
Selling and administrative expenses | 8 | 289 | 381 | — | 677 | |||||||||||
Amortization expense | — | 56 | 2 | — | 58 | |||||||||||
Restructuring charges | — | 5 | 10 | — | 15 | |||||||||||
Interest expense | 155 | 85 | 6 | — | 245 | |||||||||||
Interest and net investment loss (income) | 2 | 10 | -19 | — | -7 | |||||||||||
Loss on extinguishment of debt | 55 | — | — | — | 55 | |||||||||||
(Loss) Income from Continuing Operations before Income Taxes | -220 | 144 | 51 | — | -25 | |||||||||||
(Benefit) Provision for income taxes | -83 | 2 | 73 | — | -8 | |||||||||||
(Loss) Income from Continuing Operations | -137 | 142 | -22 | — | -18 | |||||||||||
(Loss) income from discontinued operations, net of income taxes | -23 | 114 | -787 | — | -696 | |||||||||||
Equity in earnings of subsidiaries (net of tax) | -553 | -905 | — | 1,458 | — | |||||||||||
Net Loss | $ | -714 | $ | -649 | $ | -809 | $ | 1,458 | $ | -714 | ||||||
Total Comprehensive Loss | $ | -701 | $ | -648 | $ | -809 | $ | 1,457 | $ | -701 | ||||||
Schedule Of Condensed Consolidating Statement Of Financial Position | THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES | |||||||||||||||
Condensed Consolidating Statement of Financial Position | ||||||||||||||||
As of December 31, 2014 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Non- | SvM | ||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||
Assets: | ||||||||||||||||
Current Assets: | ||||||||||||||||
Cash and cash equivalents | $ | 232 | $ | 7 | $ | 129 | $ | — | $ | 368 | ||||||
Marketable securities | — | — | 19 | — | 19 | |||||||||||
Receivables | 2 | 102 | 434 | -97 | 441 | |||||||||||
Inventories | — | 40 | 2 | — | 42 | |||||||||||
Prepaid expenses and other assets | 21 | 18 | 20 | -15 | 44 | |||||||||||
Deferred customer acquisition costs | — | 18 | 16 | — | 35 | |||||||||||
Deferred taxes | 65 | 33 | — | — | 97 | |||||||||||
Total Current Assets | 319 | 218 | 620 | -112 | 1,045 | |||||||||||
Property and Equipment: | ||||||||||||||||
At cost | — | 217 | 152 | — | 369 | |||||||||||
Less: accumulated depreciation | — | -135 | -98 | — | -233 | |||||||||||
Net Property and Equipment | — | 82 | 54 | — | 136 | |||||||||||
Other Assets: | ||||||||||||||||
Goodwill | — | 1,664 | 405 | — | 2,069 | |||||||||||
Intangible assets, primarily trade names, service marks and trademarks, net | — | 937 | 760 | — | 1,696 | |||||||||||
Notes receivable | 6 | — | 26 | -6 | 26 | |||||||||||
Long-term marketable securities | 8 | — | 80 | — | 88 | |||||||||||
Investments in and advances to subsidiaries | 3,403 | 1,199 | — | -4,602 | — | |||||||||||
Other assets | 37 | 20 | 3 | -19 | 41 | |||||||||||
Debt issuance costs | 34 | — | — | — | 34 | |||||||||||
Total Assets | $ | 3,807 | $ | 4,120 | $ | 1,947 | $ | -4,740 | $ | 5,135 | ||||||
Liabilities and Shareholder’s Equity: | ||||||||||||||||
Current Liabilities: | ||||||||||||||||
Accounts payable | $ | — | $ | 42 | $ | 41 | $ | — | $ | 84 | ||||||
Accrued liabilities: | ||||||||||||||||
Payroll and related expenses | 2 | 37 | 41 | — | 80 | |||||||||||
Self-insured claims and related expenses | 6 | 26 | 60 | — | 92 | |||||||||||
Accrued interest payable | 34 | — | — | -1 | 34 | |||||||||||
Other | 7 | 18 | 41 | -14 | 51 | |||||||||||
Deferred revenue | — | 98 | 415 | — | 514 | |||||||||||
Liabilities of discontinued operations | 9 | — | — | — | 9 | |||||||||||
Current portion of long-term debt | 114 | 21 | 2 | -97 | 39 | |||||||||||
Total Current Liabilities | 172 | 242 | 600 | -112 | 902 | |||||||||||
Long-Term Debt | 2,962 | 36 | 25 | -6 | 3,017 | |||||||||||
Other Long-Term Liabilities: | ||||||||||||||||
Deferred taxes | — | 463 | 271 | -19 | 715 | |||||||||||
Intercompany payable | 279 | — | 498 | -777 | — | |||||||||||
Other long-term obligations, primarily self-insured claims | 31 | 22 | 84 | — | 138 | |||||||||||
Total Other Long-Term Liabilities | 310 | 486 | 853 | -796 | 853 | |||||||||||
Shareholder’s Equity | 362 | 3,356 | 469 | -3,826 | 362 | |||||||||||
Total Liabilities and Shareholder’s Equity | $ | 3,807 | $ | 4,120 | $ | 1,947 | $ | -4,740 | $ | 5,135 | ||||||
THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES | ||||||||||||||||
Condensed Consolidating Statement of Financial Position | ||||||||||||||||
As of December 31, 2013 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Non- | SvM | ||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||
Assets: | ||||||||||||||||
Current Assets: | ||||||||||||||||
Cash and cash equivalents | $ | 401 | $ | 7 | $ | 68 | $ | — | $ | 476 | ||||||
Marketable securities | — | — | 27 | — | 27 | |||||||||||
Receivables | 2 | 97 | 401 | -106 | 394 | |||||||||||
Inventories | — | 37 | 2 | — | 39 | |||||||||||
Prepaid expenses and other assets | — | 25 | 38 | -7 | 56 | |||||||||||
Deferred customer acquisition costs | — | 15 | 15 | — | 30 | |||||||||||
Deferred taxes | 38 | 66 | 3 | — | 107 | |||||||||||
Assets of discontinued operations | — | 5 | 71 | — | 76 | |||||||||||
Total Current Assets | 441 | 252 | 625 | -113 | 1,205 | |||||||||||
Property and Equipment: | ||||||||||||||||
At cost | — | 198 | 183 | — | 381 | |||||||||||
Less: accumulated depreciation | — | -111 | -93 | — | -204 | |||||||||||
Net Property and Equipment | — | 87 | 90 | — | 177 | |||||||||||
Other Assets: | ||||||||||||||||
Goodwill | — | 1,655 | 363 | — | 2,018 | |||||||||||
Intangible assets, primarily trade names, service marks and trademarks, net | — | 977 | 744 | — | 1,721 | |||||||||||
Notes receivable | 2,016 | — | 23 | -2,002 | 37 | |||||||||||
Long-term marketable securities | 13 | — | 109 | — | 122 | |||||||||||
Investments in and advances to subsidiaries | 1,868 | 1,379 | — | -3,247 | — | |||||||||||
Other assets | 33 | 23 | 28 | -35 | 49 | |||||||||||
Debt issuance costs | 41 | — | — | — | 41 | |||||||||||
Assets of discontinued operations | 3 | — | 539 | — | 542 | |||||||||||
Total Assets | $ | 4,415 | $ | 4,373 | $ | 2,521 | $ | -5,397 | $ | 5,912 | ||||||
Liabilities and Shareholder’s Equity: | ||||||||||||||||
Current Liabilities: | ||||||||||||||||
Accounts payable | $ | 2 | $ | 42 | $ | 48 | $ | — | $ | 92 | ||||||
Accrued liabilities: | ||||||||||||||||
Payroll and related expenses | 2 | 28 | 40 | — | 70 | |||||||||||
Self-insured claims and related expenses | — | 29 | 49 | — | 78 | |||||||||||
Accrued interest payable | 52 | — | — | -1 | 51 | |||||||||||
Other | 7 | 26 | 28 | -6 | 55 | |||||||||||
Deferred revenue | — | 92 | 356 | — | 448 | |||||||||||
Liabilities of discontinued operations | — | — | 139 | — | 139 | |||||||||||
Current portion of long-term debt | 127 | 17 | 1 | -106 | 39 | |||||||||||
Total Current Liabilities | 190 | 234 | 661 | -113 | 972 | |||||||||||
Long-Term Debt | 3,812 | 1,711 | 346 | -2,002 | 3,867 | |||||||||||
Other Long-Term Liabilities: | ||||||||||||||||
Deferred taxes | — | 455 | 270 | -35 | 690 | |||||||||||
Intercompany payable | 341 | — | 330 | -671 | — | |||||||||||
Liabilities of discontinued operations | 3 | 122 | 37 | — | 162 | |||||||||||
Other long-term obligations, primarily self-insured claims | 17 | 22 | 130 | — | 169 | |||||||||||
Total Other Long-Term Liabilities | 361 | 599 | 767 | -706 | 1,021 | |||||||||||
Shareholder’s Equity | 52 | 1,829 | 747 | -2,576 | 52 | |||||||||||
Total Liabilities and Shareholder’s Equity | $ | 4,415 | $ | 4,373 | $ | 2,521 | $ | -5,397 | $ | 5,912 | ||||||
Schedule Of Condensed Consolidating Statement Of Cash Flows | THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES | |||||||||||||||
Condensed Consolidating Statement of Cash Flows | ||||||||||||||||
For the Year Ended December 31, 2014 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Non- | SvM | ||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||
Cash and Cash Equivalents at Beginning of Period | $ | 401 | $ | 7 | $ | 68 | $ | — | $ | 476 | ||||||
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | -133 | 364 | 144 | -121 | 253 | |||||||||||
Cash Flows from Investing Activities from Continuing Operations: | ||||||||||||||||
Property additions | — | -10 | -25 | — | -35 | |||||||||||
Sale of equipment and other assets | — | 1 | 1 | — | 2 | |||||||||||
Other business acquisitions, net of cash acquired | — | -12 | -46 | — | -58 | |||||||||||
Notes receivable, financial investments and securities, net | — | — | 35 | — | 35 | |||||||||||
Notes receivable from affiliate | 14 | — | — | — | 14 | |||||||||||
Net Cash Provided from (Used for) Investing Activities from Continuing Operations | 14 | -21 | -35 | — | -42 | |||||||||||
Cash Flows from Financing Activities from Continuing Operations: | ||||||||||||||||
Borrowings of debt | 1,825 | — | — | — | 1,825 | |||||||||||
Payments of debt | -2,676 | -19 | -3 | — | -2,698 | |||||||||||
Discount paid on issuance of debt | -18 | — | — | — | -18 | |||||||||||
Debt issuance costs paid | -24 | — | — | — | -24 | |||||||||||
Contribution to TruGreen Holding Corporation | -35 | — | — | — | -35 | |||||||||||
Contribution from Holdings | 646 | — | — | — | 646 | |||||||||||
Shareholders’ dividends | — | -61 | -61 | 121 | — | |||||||||||
Net intercompany advances | 242 | -264 | 21 | — | — | |||||||||||
Net Cash Used for Financing Activities from Continuing Operations | -39 | -343 | -42 | 121 | -304 | |||||||||||
Cash Flows from Discontinued Operations: | ||||||||||||||||
Cash used for operating activities | -10 | — | -1 | — | -11 | |||||||||||
Cash used for investing activities | — | — | -2 | — | -2 | |||||||||||
Cash used for financing activities | — | — | -3 | — | -3 | |||||||||||
Net Cash Used for Discontinued Operations | -10 | — | -5 | — | -15 | |||||||||||
Cash (Decrease) Increase During the Period | -169 | — | 61 | — | -108 | |||||||||||
Cash and Cash Equivalents at End of Period | $ | 232 | $ | 7 | $ | 129 | $ | — | $ | 368 | ||||||
THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES | ||||||||||||||||
Condensed Consolidating Statement of Cash Flows | ||||||||||||||||
For the Year Ended December 31, 2013 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Non- | SvM | ||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||
Cash and Cash Equivalents at Beginning of Period | $ | 317 | $ | 7 | $ | 88 | $ | — | $ | 412 | ||||||
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | -10 | 285 | -13 | -51 | 211 | |||||||||||
Cash Flows from Investing Activities from Continuing Operations: | ||||||||||||||||
Property additions | — | -13 | -26 | — | -39 | |||||||||||
Sale of equipment and other assets | — | 1 | — | — | 1 | |||||||||||
Other business acquisitions, net of cash acquired | — | -14 | -18 | — | -32 | |||||||||||
Notes receivable, financial investments and securities, net | — | 1 | -1 | — | — | |||||||||||
Notes receivable from affiliates | -14 | — | — | — | -14 | |||||||||||
Net Cash Used for Investing Activities from Continuing Operations | -14 | -26 | -44 | — | -84 | |||||||||||
Cash Flows from Financing Activities from Continuing Operations: | ||||||||||||||||
Borrowings of debt | 1 | — | — | — | 1 | |||||||||||
Payments of debt | -26 | -15 | -12 | — | -53 | |||||||||||
Discount paid on issuance of debt | -12 | — | — | — | -12 | |||||||||||
Debt issuance costs paid | -6 | — | — | — | -6 | |||||||||||
Shareholders’ dividends | — | -25 | -25 | 51 | — | |||||||||||
Net intercompany advances | 167 | -219 | 51 | — | — | |||||||||||
Net Cash Provided from (Used for) Financing Activities from Continuing Operations | 124 | -259 | 14 | 51 | -70 | |||||||||||
Cash Flows from Discontinued Operations: | ||||||||||||||||
Cash (used for) provided from operating activities | -16 | — | 56 | — | 39 | |||||||||||
Cash used for investing activities | — | — | -21 | — | -21 | |||||||||||
Cash used for financing activities | — | — | -12 | — | -12 | |||||||||||
Net Cash (Used for) Provided from Discontinued Operations | -16 | — | 23 | — | 6 | |||||||||||
Cash Increase (Decrease) During the Period | 84 | — | -21 | — | 64 | |||||||||||
Cash and Cash Equivalents at End of Period | $ | 401 | $ | 7 | $ | 68 | $ | — | $ | 476 | ||||||
THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES | ||||||||||||||||
Condensed Consolidating Statement of Cash Flows | ||||||||||||||||
For the Year Ended December 31, 2012 | ||||||||||||||||
(In millions) | ||||||||||||||||
Parent | Non- | SvM | ||||||||||||||
Issuer | Guarantors | Guarantors | Eliminations | Consolidated | ||||||||||||
Cash and Cash Equivalents at Beginning of Period | $ | 232 | $ | 9 | $ | 80 | $ | — | $ | 321 | ||||||
Net Cash Provided from Operating Activities from Continuing Operations | 396 | 464 | — | -758 | 102 | |||||||||||
Cash Flows from Investing Activities from Continuing Operations: | ||||||||||||||||
Property additions | — | -15 | -29 | — | -44 | |||||||||||
Sale of equipment and other assets | — | — | — | — | — | |||||||||||
Other business acquisitions, net of cash acquired | — | -35 | -5 | — | -40 | |||||||||||
Notes receivable, financial investments and securities, net | — | — | -1 | — | -1 | |||||||||||
Net Cash Used for Investing Activities from Continuing Operations | — | -50 | -35 | — | -85 | |||||||||||
Cash Flows from Financing Activities from Continuing Operations: | ||||||||||||||||
Borrowings of debt | 1,350 | — | — | — | 1,350 | |||||||||||
Payments of debt | -1,314 | -10 | -2 | — | -1,326 | |||||||||||
Debt issuance costs paid | -33 | — | — | — | -33 | |||||||||||
Shareholders’ dividends | — | -516 | -133 | 649 | — | |||||||||||
Net intercompany advances | -315 | 108 | 207 | — | — | |||||||||||
Net Cash (Used for) Provided from Financing Activities from Continuing Operations | -312 | -417 | 72 | 649 | -9 | |||||||||||
Cash Flows from Discontinued Operations: | ||||||||||||||||
Cash provided from operating activities | — | 1 | 128 | — | 129 | |||||||||||
Cash used for investing activities | — | — | -37 | — | -37 | |||||||||||
Cash used for financing activities | — | — | -118 | 109 | -9 | |||||||||||
Net Cash Provided from (Used for) Discontinued Operations | — | 1 | -28 | 109 | 83 | |||||||||||
Cash Increase (Decrease) During the Period | 84 | -1 | 9 | — | 91 | |||||||||||
Cash and Cash Equivalents at End of Period | $ | 317 | $ | 7 | $ | 88 | $ | — | $ | 412 | ||||||
Basis_of_Presentation_Narrativ
Basis of Presentation (Narrative) (Details) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||
In Millions, except Share data, unless otherwise specified | Jul. 01, 2014 | Jun. 13, 2014 | Jul. 31, 2014 | Feb. 10, 2015 | Feb. 04, 2015 | Dec. 31, 2014 | Jun. 25, 2014 | Dec. 31, 2013 |
Recent Developments [Line Items] | ||||||||
Reverse stock split ratio on common stock | 0.67 | |||||||
Common stock registered for offering and sale | 2,000,000,000 | 35,900,000 | 2,000,000,000 | |||||
Additional shares of Common Stock sold to the underwriters | 5,385,000 | |||||||
Share price (in dollars per share) | $17 | |||||||
Total debt reduction | $835 | |||||||
Number of shares of Common Stock offered | 41,285,000 | |||||||
Subsequent Event [Member] | ||||||||
Recent Developments [Line Items] | ||||||||
Number of shares of Common Stock issued to underwriters | 3,750,000 | |||||||
Number of shares of Common Stock offered | 25,000,000 | 25,000,000 | ||||||
Shares issued, price per share | $29.50 | |||||||
Aggregate number of Common Stock issued | 28,750,000 |
Basis_of_Presentation_Schedule
Basis of Presentation (Schedule Of Net Proceeds And Use Of Proceeds In Connection With The Initial Public Offering) (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Jul. 01, 2014 | Dec. 31, 2014 | |
Recent Developments [Line Items] | |||
Gross proceeds | $702 | ||
Underwriting discounts and commissions | -35 | ||
Offering expenses | -4 | ||
Net Proceeds | 663 | ||
Principal payment of Old Term Facilities | 120 | [1] | |
Consulting agreement termination fees | 21 | [2] | |
8% 2020 Notes [Member] | |||
Recent Developments [Line Items] | |||
Partial redemption | 234 | [1] | |
Interest rate (as a percent) | 8.00% | ||
7% 2020 Notes [Member] | |||
Recent Developments [Line Items] | |||
Partial redemption | 289 | [1] | |
Interest rate (as a percent) | 7.00% | ||
Old Term Facilities [Member] | |||
Recent Developments [Line Items] | |||
Principal payment of Old Term Facilities | $120 | ||
[1] | See Note 12 for further details of the total debt reduction of $835 million in July 2014. | ||
[2] | See Note 10 for further details on the termination of the consulting agreements. |
Significant_Accounting_Policie3
Significant Accounting Policies (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Significant Accounting Policies [Line Items] | |||
Home warranty contracts term | 1 year | ||
Franchise revenue as a percentage of consolidated revenue from continuing operations | 6.00% | ||
Total profits from the franchised operations | $71 | $68 | $61 |
Deferred revenue | 514 | 448 | |
Deferred customer acquisition costs | 35 | 30 | |
Advertising expense | 122 | 114 | 112 |
Depreciation of property and equipment, including depreciation of assets held under capital leases | 48 | 48 | 42 |
Impairment charge | 47 | ||
Impairment charges, net of tax | 28 | ||
Goodwill | 2,069 | 2,018 | 1,995 |
Indefinite-lived trade names | 1,608 | ||
Other intangible assets | 88 | 113 | |
Restricted net assets | 159 | ||
Nonrecurring [Member] | |||
Significant Accounting Policies [Line Items] | |||
Fair value of capitalized software | 0 | ||
Software Development [Member] | |||
Significant Accounting Policies [Line Items] | |||
Impairment charge | 45 | ||
Termination Of Lease, Maintenance And Hosting Agreements [Member] | |||
Significant Accounting Policies [Line Items] | |||
Impairment charge | $2 |
Significant_Accounting_Policie4
Significant Accounting Policies (Schedule Of Property And Equipment) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | |||
Gross Property and equipment | $369 | $381 | |
Less: accumulated depreciation | -233 | -204 | |
Net Property and Equipment | 136 | 177 | |
Depreciation of property and equipment, including depreciation of assets held under capital leases | 48 | 48 | 42 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross Property and equipment | 6 | 6 | |
Buildings And Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross Property and equipment | 35 | 31 | |
Buildings And Improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives | 10 years | ||
Buildings And Improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives | 40 years | ||
Technology And Communications [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross Property and equipment | 185 | 225 | |
Technology And Communications [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives | 3 years | ||
Technology And Communications [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives | 7 years | ||
Machinery, Production Equipment And Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross Property and equipment | 124 | 105 | |
Machinery, Production Equipment And Vehicles [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives | 3 years | ||
Machinery, Production Equipment And Vehicles [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives | 9 years | ||
Office Equipment, Furniture And Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross Property and equipment | $19 | $14 | |
Office Equipment, Furniture And Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives | 5 years | ||
Office Equipment, Furniture And Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated Useful Lives | 7 years |
Business_Segment_Reporting_Nar
Business Segment Reporting (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
segment | |||
Business segment reporting [Line Items] | |||
Number of reportable segments | 3 | ||
Maximum percentage of revenue from customers and franchisees generated in foreign market | 2.00% | ||
Other Operations and Headquarters [Member] | |||
Business segment reporting [Line Items] | |||
Expenses allocated to TruGreen | $38 | $42 |
Business_Segment_Reporting_Sch
Business Segment Reporting (Schedule Of Information For Continuing Operations For Each Reportable Segment And Other Operations And Headquarters) (Details) (USD $) | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Segment Reporting Information [Line Items] | ||||||
Revenue | $2,457 | $2,293 | $2,214 | |||
Reportable Segment Adjusted EBITDA | 566 | 489 | 453 | |||
Identifiable Assets | 5,134 | [1] | 5,905 | 5,126 | [1] | |
Depreciation & Amortization Expense | 100 | [2] | 99 | [2] | 100 | [2] |
Capital Expenditures | 35 | 39 | 44 | |||
Continuing Operations | ||||||
Segment Reporting Information [Line Items] | ||||||
Identifiable Assets | 5,287 | [1] | ||||
SvM [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 2,457 | 2,293 | 2,214 | |||
Reportable Segment Adjusted EBITDA | 566 | 489 | 453 | |||
Identifiable Assets | 5,135 | 5,912 | 5,122 | |||
Depreciation & Amortization Expense | 100 | 99 | 100 | |||
Capital Expenditures | 35 | 39 | 44 | |||
SvM [Member] | Continuing Operations | ||||||
Segment Reporting Information [Line Items] | ||||||
Identifiable Assets | 5,294 | |||||
Operating Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 2,450 | 2,285 | 2,207 | |||
Reportable Segment Adjusted EBITDA | 566 | 489 | 453 | |||
Depreciation & Amortization Expense | 90 | 89 | 92 | |||
Capital Expenditures | 21 | 27 | 31 | |||
Operating Segment [Member] | SvM [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Identifiable Assets | 4,250 | 4,078 | ||||
Operating Segment [Member] | SvM [Member] | Continuing Operations | ||||||
Segment Reporting Information [Line Items] | ||||||
Identifiable Assets | 4,207 | |||||
Terminix [Member] | Operating Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 1,370 | 1,309 | 1,265 | |||
Reportable Segment Adjusted EBITDA | 309 | 266 | 266 | |||
Depreciation & Amortization Expense | 73 | 73 | 76 | |||
Capital Expenditures | 7 | 11 | 14 | |||
Terminix [Member] | Operating Segment [Member] | SvM [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Reportable Segment Adjusted EBITDA | 309 | 266 | 266 | |||
Identifiable Assets | 2,675 | 2,592 | ||||
Terminix [Member] | Operating Segment [Member] | SvM [Member] | Continuing Operations | ||||||
Segment Reporting Information [Line Items] | ||||||
Identifiable Assets | 2,694 | |||||
American Home Shield [Member] | Operating Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 828 | 740 | 721 | |||
Reportable Segment Adjusted EBITDA | 179 | 145 | 117 | |||
Depreciation & Amortization Expense | 9 | 8 | 8 | |||
Capital Expenditures | 10 | 13 | 15 | |||
American Home Shield [Member] | Operating Segment [Member] | SvM [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Reportable Segment Adjusted EBITDA | 179 | 145 | 117 | |||
Identifiable Assets | 1,065 | 976 | ||||
American Home Shield [Member] | Operating Segment [Member] | SvM [Member] | Continuing Operations | ||||||
Segment Reporting Information [Line Items] | ||||||
Identifiable Assets | 1,000 | |||||
Franchise Services Group [Member] | Operating Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 253 | 236 | 221 | |||
Reportable Segment Adjusted EBITDA | 78 | 78 | 70 | |||
Depreciation & Amortization Expense | 8 | 8 | 8 | |||
Capital Expenditures | 4 | 3 | 2 | |||
Franchise Services Group [Member] | Operating Segment [Member] | SvM [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Reportable Segment Adjusted EBITDA | 78 | 78 | 70 | |||
Identifiable Assets | 510 | 510 | ||||
Franchise Services Group [Member] | Operating Segment [Member] | SvM [Member] | Continuing Operations | ||||||
Segment Reporting Information [Line Items] | ||||||
Identifiable Assets | 513 | |||||
Corporate [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 7 | 8 | 7 | |||
Reportable Segment Adjusted EBITDA | -9 | -39 | -40 | |||
Identifiable Assets | 4 | |||||
Depreciation & Amortization Expense | 10 | 10 | 8 | |||
Capital Expenditures | 15 | 12 | 13 | |||
Corporate [Member] | Continuing Operations | ||||||
Segment Reporting Information [Line Items] | ||||||
Identifiable Assets | -7 | |||||
Corporate [Member] | SvM [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Reportable Segment Adjusted EBITDA | -9 | -40 | -39 | |||
Identifiable Assets | 886 | 1,044 | ||||
Corporate [Member] | SvM [Member] | Continuing Operations | ||||||
Segment Reporting Information [Line Items] | ||||||
Identifiable Assets | $1,087 | |||||
[1] | Assets of discontinued operations are not included in the business segment table. | |||||
[2] | There are no adjustments necessary to reconcile total depreciation and amortization as presented in the business segment table to the consolidated totals. Amortization of debt issue costs is not included in the business segment table. See Note 4 for information relating to segment goodwill. |
Business_Segment_Reporting_Sch1
Business Segment Reporting (Schedule Of Reconciliation Of Reportable Segment Adjusted EBITDA To Net Income (Loss)) (Details) (USD $) | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | ||||||
Reportable Segment Adjusted EBITDA | $566 | $489 | $453 | |||
Depreciation and amortization expense | -100 | [1] | -99 | [1] | -100 | [1] |
Non-cash impairment of software and other related costs | -47 | |||||
Non-cash impairment of property and equipment | -9 | |||||
Non-cash stock-based compensation expense | -8 | -4 | -7 | |||
Restructuring charges | -11 | -6 | -15 | |||
Management and consulting fees | -4 | -7 | -7 | |||
Consulting agreement termination fees | -21 | |||||
Loss from discontinued operations, net of income taxes | -100 | -549 | -696 | |||
Benefit (provision) for income taxes | -40 | -43 | 8 | |||
Loss on extinguishment of debt | -65 | -55 | ||||
Interest expense | -219 | -247 | -245 | |||
Other non-operating expenses | 1 | -2 | -1 | |||
Net Loss | -57 | -507 | -714 | |||
SvM [Member] | ||||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | ||||||
Reportable Segment Adjusted EBITDA | 566 | 489 | 453 | |||
Depreciation and amortization expense | -100 | -99 | -100 | |||
Non-cash impairment of software and other related costs | -47 | |||||
Non-cash impairment of property and equipment | -9 | |||||
Non-cash stock-based compensation expense | -8 | -4 | -7 | |||
Restructuring charges | -11 | -6 | -15 | |||
Management and consulting fees | -4 | -7 | -7 | |||
Consulting agreement termination fees | -21 | |||||
Loss from discontinued operations, net of income taxes | -100 | -549 | -696 | |||
Benefit (provision) for income taxes | -41 | -43 | 8 | |||
Loss on extinguishment of debt | -65 | -55 | ||||
Interest expense | -219 | -247 | -245 | |||
Other non-operating expenses | 2 | |||||
Net Loss | -56 | -506 | -714 | |||
Operating Segment [Member] | ||||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | ||||||
Reportable Segment Adjusted EBITDA | 566 | 489 | 453 | |||
Depreciation and amortization expense | -90 | -89 | -92 | |||
Terminix [Member] | Operating Segment [Member] | ||||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | ||||||
Reportable Segment Adjusted EBITDA | 309 | 266 | 266 | |||
Depreciation and amortization expense | -73 | -73 | -76 | |||
Terminix [Member] | Operating Segment [Member] | SvM [Member] | ||||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | ||||||
Reportable Segment Adjusted EBITDA | 309 | 266 | 266 | |||
American Home Shield [Member] | Operating Segment [Member] | ||||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | ||||||
Reportable Segment Adjusted EBITDA | 179 | 145 | 117 | |||
Depreciation and amortization expense | -9 | -8 | -8 | |||
American Home Shield [Member] | Operating Segment [Member] | SvM [Member] | ||||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | ||||||
Reportable Segment Adjusted EBITDA | 179 | 145 | 117 | |||
Franchise Services Group [Member] | Operating Segment [Member] | ||||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | ||||||
Reportable Segment Adjusted EBITDA | 78 | 78 | 70 | |||
Depreciation and amortization expense | -8 | -8 | -8 | |||
Franchise Services Group [Member] | Operating Segment [Member] | SvM [Member] | ||||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | ||||||
Reportable Segment Adjusted EBITDA | 78 | 78 | 70 | |||
Corporate [Member] | ||||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | ||||||
Reportable Segment Adjusted EBITDA | -9 | -39 | -40 | |||
Depreciation and amortization expense | -10 | -10 | -8 | |||
Corporate [Member] | SvM [Member] | ||||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | ||||||
Reportable Segment Adjusted EBITDA | ($9) | ($40) | ($39) | |||
[1] | There are no adjustments necessary to reconcile total depreciation and amortization as presented in the business segment table to the consolidated totals. Amortization of debt issue costs is not included in the business segment table. See Note 4 for information relating to segment goodwill. |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill impairment | $0 | $0 | $0 |
Amortization expense | 52 | 51 | 58 |
Amortization expense, 2015 | 34 | ||
Amortization expense, 2016 | 14 | ||
Amortization expense, 2017 | 10 | ||
Amortization expense, 2018 | 7 | ||
Amortization expense, 2019 | 4 | ||
Trade Names [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Pre-tax non-cash impairment charges | 0 | 0 | 0 |
TruGreen [Member] | Trade Names [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Pre-tax non-cash impairment charges | 139 | 673 | 909 |
Non-cash trade name impairment charge, net of tax | $84 | $521 | $764 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Schedule Of Goodwill Balances For Continuing Operations By Reportable Segment And For Other Operations And Headquarters) (Details) (USD $) | 12 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Goodwill balances by segment for continuing operations | |||||
Balance at the beginning of the period | $2,018 | $1,995 | |||
Acquisitions | 53 | 24 | |||
Other | -3 | [1] | -1 | [1] | |
Balance at the end of the period | 2,069 | 2,018 | |||
Terminix [Member] | |||||
Goodwill balances by segment for continuing operations | |||||
Balance at the beginning of the period | 1,480 | 1,458 | |||
Acquisitions | 18 | 22 | |||
Other | -1 | [1] | |||
Balance at the end of the period | 1,497 | 1,480 | |||
American Home Shield [Member] | |||||
Goodwill balances by segment for continuing operations | |||||
Balance at the beginning of the period | 348 | 348 | |||
Acquisitions | 34 | ||||
Balance at the end of the period | 381 | 348 | |||
Franchise Services Group [Member] | |||||
Goodwill balances by segment for continuing operations | |||||
Balance at the beginning of the period | 190 | 189 | |||
Acquisitions | 1 | 2 | |||
Other | -1 | [1] | -1 | [1] | |
Balance at the end of the period | $191 | $190 | |||
[1] | Reflects the impact of foreign exchange rates. |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets (Schedule Of Other Intangible Asset Balances For Continuing Operations) (Details) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | ||
Intangible assets subject to amortization | ||||
Gross | 2,277 | $2,249 | ||
Accumulated Amortization | -581 | -528 | ||
Net | 88 | 113 | ||
Net | 1,696 | 1,721 | ||
Customer Relationships [Member] | ||||
Intangible assets subject to amortization | ||||
Gross | 533 | 512 | ||
Accumulated Amortization | -489 | -447 | ||
Net | 44 | 65 | ||
Customer Relationships [Member] | Minimum [Member] | ||||
Intangible assets | ||||
Estimated Remaining Useful Lives | 3 years | |||
Customer Relationships [Member] | Maximum [Member] | ||||
Intangible assets | ||||
Estimated Remaining Useful Lives | 10 years | |||
Franchise Agreements [Member] | ||||
Intangible assets subject to amortization | ||||
Gross | 88 | 88 | ||
Accumulated Amortization | -59 | -54 | ||
Net | 29 | 34 | ||
Franchise Agreements [Member] | Minimum [Member] | ||||
Intangible assets | ||||
Estimated Remaining Useful Lives | 20 years | |||
Franchise Agreements [Member] | Maximum [Member] | ||||
Intangible assets | ||||
Estimated Remaining Useful Lives | 25 years | |||
Other [Member] | ||||
Intangible assets subject to amortization | ||||
Gross | 47 | 41 | ||
Accumulated Amortization | -32 | -27 | ||
Net | 15 | 14 | ||
Other [Member] | Minimum [Member] | ||||
Intangible assets | ||||
Estimated Remaining Useful Lives | 4 years | |||
Other [Member] | Maximum [Member] | ||||
Intangible assets | ||||
Estimated Remaining Useful Lives | 30 years | |||
Trade Names [Member] | ||||
Intangible assets not subject to amortization | ||||
Gross and Net | 1,608 | [1] | $1,608 | [1] |
[1] | Not subject to amortization. |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
item | ||||
Income Taxes [Abstract] | ||||
Unrecognized tax benefits | $13 | $8 | $8 | $9 |
Unrecognized tax benefits that would impact effective tax rate if recognized | 13 | 8 | ||
Amount of unrecognized tax benefits that could be recognized within the next 12 months | 1 | |||
Unrecognized tax benefits, reasonably possible decrease within the next 12 months | 1 | |||
Actual decrease in unrecognized tax benefits as a result of closing of certain federal and state audits and expiration of statutes of limitation | 2 | |||
Number of state tax authorities that are in the process of auditing state income tax returns of various subsidiaries | 5 | |||
Interest expense (reversal) | -1 | 1 | ||
Penalties reversed | 0 | 0 | 1 | |
Accrued interest and penalties | 1 | 1 | ||
Effective tax rate on loss from discontinued operations (as a percent) | 38.10% | 23.30% | 13.50% | |
Valuation allowance for deferred tax assets | 7 | |||
Potential increase in equity if deferred tax asset realized related to equity compensation | 3 | |||
Deferred tax assets, net of valuation allowance, for federal and state net operating loss and capital loss carryforwards | 64 | |||
Deferred tax assets, net of valuation allowance, for federal and state credit carryforwards | 19 | |||
Cash associated with indefinitely reinvested foreign earnings | $20 | $14 |
Income_Taxes_Reconciliation_Of
Income Taxes (Reconciliation Of Unrecognized Tax Benefits) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of the beginning and ending amount of gross unrecognized tax benefits | |||
Balance at beginning of period | $8 | $8 | $9 |
Increases in tax positions for prior years | 1 | 1 | |
Increases in tax positions for current year | 7 | 1 | 1 |
Lapse in statute of limitations | -1 | -2 | -2 |
Balance at end of period | $13 | $8 | $8 |
Income_Taxes_Components_Of_Inc
Income Taxes (Components Of Income (Loss) From Continuing Operations Before Income Taxes) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Components of (loss) income from continuing operations before income taxes | |||
U.S. | $79 | $80 | ($31) |
Foreign | 5 | 6 | 5 |
Income (Loss) from Continuing Operations before Income Taxes | 84 | 86 | -26 |
Parent Issuer [Member] | |||
Components of (loss) income from continuing operations before income taxes | |||
Income (Loss) from Continuing Operations before Income Taxes | ($235) | ($118) | ($220) |
Income_Taxes_Reconciliation_Of1
Income Taxes (Reconciliation Of Effective Income Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Reconciliation of income tax computed at the U.S. federal statutory tax rate to the entity's effective income tax rate for continuing operations | |||
Tax at U.S. federal statutory rate (as a percent) | 35.00% | 35.00% | 35.00% |
State and local income taxes, net of U.S. federal benefit (as a percent) | 12.30% | 9.60% | -13.00% |
Tax credits (as a percent) | -3.10% | -2.60% | 3.70% |
Nondeductible goodwill (as a percent) | 1.80% | 0.80% | -4.30% |
Other permanent items (as a percent) | 1.60% | 4.20% | |
Other, including foreign rate differences and reserves (as a percent) | 0.60% | 3.10% | 9.10% |
Effective rate (as a percent) | 48.20% | 50.10% | 30.50% |
Income_Taxes_Income_Tax_Expens
Income Taxes (Income Tax Expense From Continuing Operations) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current | |||
U.S. federal | $1 | ||
Foreign | 3 | 3 | 2 |
State and local | 9 | 5 | 5 |
Total current | 11 | 9 | 7 |
Deferred | |||
U.S. federal | 27 | 27 | -16 |
State and local | 2 | 7 | 1 |
Total deferred | 29 | 33 | -15 |
Total | |||
Total income tax expense from continuing operations | 40 | 43 | -8 |
Parent Issuer [Member] | |||
Total | |||
Total income tax expense from continuing operations | ($85) | ($35) | ($83) |
Income_Taxes_Deferred_Tax_Bala
Income Taxes (Deferred Tax Balances) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
In Millions, unless otherwise specified | ||||
Current Asset: | ||||
Prepaid expenses | ($16) | ($14) | ||
Receivables allowances | 12 | 14 | ||
Accrued insurance expenses | 6 | 9 | ||
Current reserves | 6 | 6 | ||
Accrued expenses and other | 28 | 17 | ||
Net operating loss and tax credit carryforwards | 39 | 74 | ||
Total current asset | 76 | 106 | ||
Long-Term Liability: | ||||
Intangible assets | -718 | [1] | -717 | [1] |
Accrued insurance expenses | 3 | 3 | ||
Net operating loss and tax credit carryforwards | 51 | 51 | ||
Other long-term obligations | -44 | -43 | ||
Less valuation allowance | -7 | -7 | ||
Total long-term liability | -715 | -713 | ||
Net deferred tax liability | ($639) | ($607) | ||
[1] | The deferred tax liability relates primarily to the difference in the tax versus book basis of intangible assets. The majority of this liability will not actually be paid unless certain business units of the Company are sold. |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Feb. 28, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Acquisitions [Line Items] | ||||
Goodwill | $2,069 | $2,018 | $1,995 | |
Home Security of America, Inc. (HSA) [Member] | ||||
Acquisitions [Line Items] | ||||
Net purchase price | 32 | |||
Goodwill | 34 | |||
Other intangibles related to acquisitions | 18 | |||
Pest control, termite and franchise acquisitions [Member] | ||||
Acquisitions [Line Items] | ||||
Net purchase price | 32 | 40 | 49 | |
Goodwill | 20 | 24 | 35 | |
Other intangibles related to acquisitions | $11 | $13 | $13 |
Acquisitions_Schedule_Of_Suppl
Acquisitions (Schedule Of Supplemental Cash Flow Information Regarding Acquisitions) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Supplemental cash flow information regarding acquisitions | |||
Purchase price (including liabilities assumed) | $99 | $40 | $52 |
Less liabilities assumed | -34 | -3 | |
Net purchase price | 64 | 40 | 49 |
Net cash paid for acquisitions | 58 | 32 | 40 |
Seller financed debt | $6 | $8 | $9 |
Discontinued_Operations_Narrat
Discontinued Operations (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 36 Months Ended | |||||||
In Millions, unless otherwise specified | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Jan. 14, 2014 | Oct. 01, 2013 |
customer | ||||||||||
Details of assets and liabilities and operating results of discontinued operations | ||||||||||
Pre-tax goodwill impairment | $0 | $0 | $0 | |||||||
Goodwill | 1,995 | 2,069 | 2,018 | 1,995 | 2,018 | |||||
TGLP [Member] | ||||||||||
Details of assets and liabilities and operating results of discontinued operations | ||||||||||
Expected service period for certain information technology services | 2 years | |||||||||
Written notice period for termination of service agreement | 90 days | |||||||||
Amount of fees which is included, net of costs incurred, in Selling and administrative expenses | 36 | |||||||||
Amount of accounts payable paid on behalf of related party | 97 | |||||||||
TruGreen [Member] | ||||||||||
Details of assets and liabilities and operating results of discontinued operations | ||||||||||
Number of customers lost due to significant downturn in business | 400,000 | |||||||||
Number of customers lost due to significant downturn in business as a percentage of its customer base | 19.00% | |||||||||
Percentage decline in operating revenue | 18.60% | |||||||||
Percentage decline in Adjusted EBITDA | 87.60% | |||||||||
Increase in discount rate (as a percent) | 3.50% | |||||||||
Decrease in discount rate (as a percent) | 1.00% | 0.50% | 0.50% | 1.00% | ||||||
Non-cash trade name impairment charge | 256 | 51 | 68 | 139 | ||||||
Non-cash trade name impairment charge, net of tax | 84 | |||||||||
Pre-tax goodwill impairment | 790 | 417 | 794 | |||||||
Goodwill | 0 | 0 | ||||||||
Goodwill purchase accounting adjustment | 4 | |||||||||
Pre-tax non-cash goodwill and trade name impairment charge | 139 | 673 | 909 | |||||||
Post-tax non-cash goodwill and trade name impairment charge | $84 | $521 | $764 |
Discontinued_Operations_Schedu
Discontinued Operations (Schedule Of Assets And Liabilities Of Discontinued Operations) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 14, 2014 |
In Millions, unless otherwise specified | |||
Assets: | |||
Receivables, net | $28 | ||
Inventories and other current assets | 48 | ||
Total Current Assets | 76 | ||
Property and equipment, net | 181 | ||
Intangible assets, net | 355 | ||
Other long-term assets | 6 | ||
Total Assets | 618 | ||
Liabilities: | |||
Current liabilities | 9 | 139 | |
Long-term debt and other long-term liabilities | 162 | ||
Total Liabilities | 9 | 301 | |
Parent Issuer [Member] | |||
Liabilities: | |||
Current liabilities | 9 | ||
TruGreen [Member] | |||
Assets: | |||
Cash and cash equivalents | 57 | ||
Receivables, net | 22 | ||
Inventories and other current assets | 39 | ||
Property and equipment, net | 181 | ||
Intangible assets, net | 216 | ||
Other long-term assets | 6 | ||
Total Assets | 521 | ||
Liabilities: | |||
Current liabilities | 149 | ||
Long-term debt and other long-term liabilities | 97 | ||
Total Liabilities | 246 | ||
Net assets distributed to New TruGreen | $275 |
Discontinued_Operations_Schedu1
Discontinued Operations (Schedule Of Operating Results Of Discontinued Operations) (Details) (USD $) | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Operating results of discontinued operations | ||||||
(Loss) income from discontinued operations, net of income taxes | ($100) | ($549) | ($696) | |||
Parent Issuer [Member] | ||||||
Operating results of discontinued operations | ||||||
(Loss) income from discontinued operations, net of income taxes | -12 | -16 | -23 | |||
TruGreen [Member] | ||||||
Operating results of discontinued operations | ||||||
Revenue | 6 | 896 | 979 | |||
(Loss) income before income taxes | -161 | [1] | -716 | [1] | -803 | [1] |
Benefit for income taxes | -61 | [1] | -167 | [1] | -107 | [1] |
(Loss) income from discontinued operations, net of income taxes | ($100) | [1] | ($549) | [1] | ($696) | [1] |
[1] | During 2014, 2013 and 2012, the Company recorded pretax noncash impairment charges of $139 million ($84 million, net of tax), $673B million ($521B million, net of tax) and $909B million ($764B million, net of tax), respectively, associated with the goodwill and trade name at its TruGreen Business, which is reported in loss from discontinued operations, net of income taxes. |
Restructuring_Charges_Narrativ
Restructuring Charges (Narrative) (Details) (USD $) | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | $11 | $6 | $15 | |||
Restructuring charges, net of tax | 7 | 4 | 9 | |||
Centers Of Excellence Initiative [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | $6 | [1] | $4 | [1] | $9 | [1] |
[1] | Represents restructuring charges related to an initiative to enhance capabilities and reduce costs in the Companybs headquarters functions that provide Company-wide administrative services for our operations. For the years ended December 31, 2014, 2013 and 2012, these charges included severance and other costs of $5 million, $1 million and $4 million, respectively, and professional fees of $1B million, $3 million and $5 million, respectively. |
Restructuring_Charges_Schedule
Restructuring Charges (Schedule Of Restructuring Charges) (Details) (USD $) | 12 Months Ended | |||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | $11 | $6 | $15 | |||
Centers Of Excellence Initiative [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 6 | [1] | 4 | [1] | 9 | [1] |
Professional fees | 1 | 3 | 5 | |||
Severance and other restructuring costs | 5 | 1 | 4 | |||
Terminix [Member] | Branch Optimization [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 2 | [2] | 2 | [2] | 4 | [2] |
Severance costs | 2 | 1 | 1 | |||
Other costs | 1 | 3 | ||||
American Home Shield [Member] | Reorganization [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | 1 | [3] | ||||
Franchise Services Group [Member] | Reorganization [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring charges | $3 | [3] | $1 | [3] | ||
[1] | Represents restructuring charges related to an initiative to enhance capabilities and reduce costs in the Companybs headquarters functions that provide Company-wide administrative services for our operations. For the years ended December 31, 2014, 2013 and 2012, these charges included severance and other costs of $5 million, $1 million and $4 million, respectively, and professional fees of $1B million, $3 million and $5 million, respectively. | |||||
[2] | These charges included severance costs of $2 million, $1 million and $1 million for the years ended December 31, 2014, 2013 and 2012, respectively, and lease termination costs of $1 million and $3 million for the years ended December 31, 2013 and 2012, respectively. | |||||
[3] | For the years ended December 31, 2014 and 2012, these charges included severance costs. |
Restructuring_Charges_Schedule1
Restructuring Charges (Schedule Of Reconciliation Of The Beginning And Ending Balances Of Accrued Restructuring Charges) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of the beginning and ending balances of accrued restructuring charges | |||
Balance at the beginning of the period | $1 | $4 | |
Costs incurred | 11 | 6 | 15 |
Costs paid or otherwise settled | -8 | -9 | |
Balance at the end of the period | $4 | $1 | $4 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Commitments and Contingencies [Abstract] | |||
Rent expense | $31 | $29 | $31 |
Future long-term non-cancelable operating lease payments in 2015 | 19 | ||
Future long-term non-cancelable operating lease payments in 2016 | 16 | ||
Future long-term non-cancelable operating lease payments in 2017 | 13 | ||
Future long-term non-cancelable operating lease payments in 2018 | 10 | ||
Future long-term non-cancelable operating lease payments in 2019 | 6 | ||
Future long-term non-cancelable operating lease payments in 2020 and thereafter | $5 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Details) (Accrued Self-Insured Claims, Net [Member], USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Accrued Self-Insured Claims, Net [Member] | ||
Reconciliation of beginning and ending accrued self-insured claims | ||
Balance at the beginning of the period | $101 | $103 |
Provision for self-insured claims | 45 | 47 |
Cash payments | -43 | -49 |
Balance at the end of the period | $104 | $101 |
Related_Party_Transactions_Mer
Related Party Transactions (Merger Narrative) (Details) | Jul. 01, 2014 |
Related Party Transactions [Abstract] | |
After completion of initial public offering, Equity Sponsors continue to hold in common stock (as a percent) | 42.00% |
Related_Party_Transactions_Con
Related Party Transactions (Consulting Agreement and Revolving Promissory Note Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||||
Jul. 01, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 19, 2013 | ||
Related party transactions | ||||||
Net proceeds from the IPO used to pay termination expenses to Equity Sponsors | $21,000,000 | [1] | ||||
CD&R [Member] | ||||||
Related party transactions | ||||||
Annual consulting fees | 6,000,000 | |||||
Consulting fees recorded | 3,000,000 | 6,000,000 | 6,000,000 | |||
StepStone, JPMorgan and Ridgemont [Member] | ||||||
Related party transactions | ||||||
Annual consulting fees | 1,000,000 | |||||
Consulting fees recorded | 1,000,000 | 1,000,000 | 1,000,000 | |||
SvM [Member] | Revolving Promissory Note [Member] | ||||||
Related party transactions | ||||||
Maximum borrowing capacity | 25,000,000 | |||||
Interest rate (as a percent) | 5.00% | |||||
Amount due | $14,000,000 | |||||
[1] | See Note 10 for further details on the termination of the consulting agreements. |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Benefit Plans [Abstract] | |||
Discretionary contributions to qualified profit sharing and non qualified deferred compensation plan | $12 | $13 | $12 |
LongTerm_Debt_Schedule_Of_Long
Long-Term Debt (Schedule Of Long-Term Debt) (Details) (USD $) | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | ||
Long-term debt [Line Items] | ||||
Vehicle capital leases | 39 | [1] | $32 | [1] |
Less current portion | -39 | -39 | ||
Total long-term debt | 3,017 | 3,867 | ||
SvM [Member] | ||||
Long-term debt [Line Items] | ||||
Less current portion | -39 | -39 | ||
Total long-term debt | 3,017 | 3,867 | ||
Senior Secured Term Loan Facility Maturing In 2017 (Tranche B) | ||||
Long-term debt [Line Items] | ||||
Long-term debt | 991 | |||
Senior Secured Term Loan Facility Maturing In 2017 (Tranche C) | ||||
Long-term debt [Line Items] | ||||
Long-term debt | 1,198 | [2] | ||
Unamortized portion of premium received | 10 | |||
Senior Secured Term Loan Facility Maturing In 2021 [Member] | ||||
Long-term debt [Line Items] | ||||
Long-term debt | 1,803 | [3] | ||
Unamortized portion of premium received | 17 | |||
7% 2020 Notes [Member] | ||||
Long-term debt [Line Items] | ||||
Long-term debt | 488 | 750 | ||
Interest rate (as a percent) | 7.00% | |||
8% 2020 Notes [Member] | ||||
Long-term debt [Line Items] | ||||
Long-term debt | 391 | [4] | 602 | [4] |
Interest rate (as a percent) | 8.00% | |||
Unamortized portion of premium received | -1 | -2 | ||
7.10% Maturing 2018, 7.45% Maturing 2027, 7.25% Maturing 2038 [Member] | ||||
Long-term debt [Line Items] | ||||
Unamortized portion of premium received | 59 | 64 | ||
7.10% Notes Maturing In 2018 [Member] | ||||
Long-term debt [Line Items] | ||||
Long-term debt | 73 | [5] | 71 | [5] |
7.45% Notes Maturing In 2027 [Member] | ||||
Long-term debt [Line Items] | ||||
Long-term debt | 161 | [5] | 159 | [5] |
7.25% Notes Maturing In 2038 [Member] | ||||
Long-term debt [Line Items] | ||||
Long-term debt | 64 | [5] | 63 | [5] |
Other [Member] | ||||
Long-term debt [Line Items] | ||||
Long-term debt | 37 | $40 | ||
Fleet Agreement [Member] | ||||
Long-term debt [Line Items] | ||||
Borrowing margin (as a percent) | 2.45% | |||
Variable rate basis | one-month LIBOR | |||
[1] | SvM has entered into the Fleet Agreement which, among other things, allows SvM to obtain fleet vehicles through a leasing program. All leases under the Fleet Agreement are capital leases for accounting purposes. The lease rental payments include an interest component calculated using a variable rate based on one-month LIBOR plus other contractual adjustments and a borrowing margin totaling 2.45B percent. | |||
[2] | As of DecemberB 31, 2013, presented net of $10B million in unamortized original issue discount paid as part of the 2013 amendment to the Old Term Facilities. | |||
[3] | As of December 31, 2014, presented net of $17 million in unamortized original issue discount paid as part of the Term Loan Facility as described below under b--Refinancing of Indebtedness.b | |||
[4] | As of December 31, 2014 and 2013, includes $1 million and $2B million, respectively, in unamortized premium received on the sale of $100B million aggregate principal amount of such notes. | |||
[5] | As of DecemberB 31, 2014 and 2013, collectively presented net of $59 million and $64 million, respectively, of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates shown above. |
LongTerm_Debt_Term_Loan_Facili
Long-Term Debt (Term Loan Facility Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Jul. 01, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 23, 2014 | ||||
Long-term debt [Line Items] | ||||||||
Principal payment of Old Term Facilities | $120,000,000 | [1] | ||||||
Debt issuance costs | 24,000,000 | 6,000,000 | 33,000,000 | |||||
Loss on extinguishment of debt | -65,000,000 | -55,000,000 | ||||||
Notional amount | 300,000,000 | 980,000,000 | ||||||
Weighted Average Fixed Rate (as a percent) | 1.79% | [2] | 1.70% | [2] | ||||
Interest rate swap agreements effective August 1, 2014 [Member] | ||||||||
Long-term debt [Line Items] | ||||||||
Borrowing margin (as a percent) | 3.25% | |||||||
Number of agreements | 2 | |||||||
Term of agreement | 4 years | |||||||
Notional amount | 300,000,000 | |||||||
Weighted Average Fixed Rate (as a percent) | 1.79% | |||||||
Interest rate swap agreements effective March 1, 2015 [Member] | ||||||||
Long-term debt [Line Items] | ||||||||
Borrowing margin (as a percent) | 3.25% | |||||||
Number of agreements | 3 | |||||||
Term of agreement | 41 months | |||||||
Notional amount | 400,000,000 | |||||||
Weighted Average Fixed Rate (as a percent) | 1.93% | |||||||
SvM [Member] | ||||||||
Long-term debt [Line Items] | ||||||||
Debt issuance costs | 24,000,000 | 6,000,000 | 33,000,000 | |||||
Loss on extinguishment of debt | -65,000,000 | -55,000,000 | ||||||
Senior Secured Term Loan Facility Maturing In 2021 [Member] | ||||||||
Long-term debt [Line Items] | ||||||||
Face amount of debt instrument | 1,825,000,000 | |||||||
Unamortized portion of premium received | 17,000,000 | |||||||
Debt issuance costs | 24,000,000 | |||||||
Payment of debt issuance costs and original issue discount costs | 42,000,000 | |||||||
Original debt issue discount | 18,000,000 | |||||||
Senior Secured Term Loan Facility Maturing In 2021 [Member] | LIBOR [Member] | ||||||||
Long-term debt [Line Items] | ||||||||
Interest rate (as a percent) | 1.00% | |||||||
Borrowing margin (as a percent) | 3.25% | |||||||
Senior Secured Term Loan Facility Maturing In 2021 [Member] | Alternative Base Rate [Member] | ||||||||
Long-term debt [Line Items] | ||||||||
Interest rate (as a percent) | 2.00% | |||||||
Borrowing margin (as a percent) | 2.25% | |||||||
Old Term Facilities [Member] | ||||||||
Long-term debt [Line Items] | ||||||||
Available cash used to repay debt | 243,000,000 | |||||||
Principal payment of Old Term Facilities | 120,000,000 | |||||||
Debt repaid in full | $2,187,000,000 | |||||||
[1] | See Note 12 for further details of the total debt reduction of $835 million in July 2014. | |||||||
[2] | Before the application of the applicable borrowing margin. |
LongTerm_Debt_Schedule_of_Inte
Long-Term Debt (Schedule of Interest Rate Swap Agreements) (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Long-Term Debt [Abstract] | |||||
Balance at the beginning of the period | $980,000,000 | ||||
Expired | -980,000,000 | ||||
Entered into | 300,000,000 | ||||
Balance at the end of the period | $300,000,000 | ||||
Weighted Average Fixed Rate (as a percent) | 1.79% | [1] | 1.70% | [1] | |
[1] | Before the application of the applicable borrowing margin. |
LongTerm_Debt_Revolving_Credit
Long-Term Debt (Revolving Credit Facility Narrative) (Details) (Revolving Credit Facility Maturing In 2019 [Member], USD $) | 0 Months Ended | |
Jul. 01, 2014 | Dec. 31, 2014 | |
Long-term debt [Line Items] | ||
Maximum borrowings | 300,000,000 | |
Available borrowing capacity | 164,000,000 | |
LIBOR [Member] | ||
Long-term debt [Line Items] | ||
Borrowing margin (as a percent) | 3.25% | |
Alternative Base Rate [Member] | ||
Long-term debt [Line Items] | ||
Borrowing margin (as a percent) | 2.25% | |
Letter of Credit [Member] | ||
Long-term debt [Line Items] | ||
Maximum borrowings | 225,000,000 | |
Borrowings outstanding | $136,000,000 |
LongTerm_Debt_2020_Notes_Narra
Long-Term Debt (2020 Notes Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | |||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2012 | Jul. 16, 2014 | Jun. 30, 2015 | Mar. 31, 2015 | Mar. 02, 2015 | Feb. 17, 2015 |
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $65 | $55 | |||||
Write-off of debt issuance costs | 30 | ||||||
Parent Issuer [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | 65 | 55 | |||||
8% 2020 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate (as a percent) | 8.00% | ||||||
Repayment of principal amount | 100 | 210 | |||||
Pre-payment premium | 17 | ||||||
Accrued interest | 7 | ||||||
8% 2020 Notes [Member] | Expect [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | 14 | 13 | |||||
Prepayment premium loss on extinguishment of debt | 12 | 11 | |||||
Write-off of debt issuance costs | 2 | 2 | |||||
8% 2020 Notes [Member] | Subsequent Event [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayment of principal amount | 200 | 190 | |||||
Redemption percentage | 106.00% | 106.00% | |||||
7% 2020 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate (as a percent) | 7.00% | ||||||
Repayment of principal amount | 263 | ||||||
Pre-payment premium | 18 | ||||||
Accrued interest | 8 | ||||||
2015 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayment of principal amount | 996 | ||||||
Old Term Facilities [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayment of principal amount | $276 |
LongTerm_Debt_Other_Narrative_
Long-Term Debt (Other Narrative) (Details) (USD $) | Dec. 31, 2014 |
In Millions, unless otherwise specified | |
Long-Term Debt [Abstract] | |
Future scheduled long term debt payments in 2015 | $39 |
Future scheduled long term debt payments in 2016 | 50 |
Future scheduled long term debt payments in 2017 | 31 |
Future scheduled long term debt payments in 2018 | 106 |
Future scheduled long term debt payments in 2019 | 21 |
Capital lease obligations | 42 |
Future capital lease payments in 2015 | 13 |
Future capital lease payments in 2016 | 12 |
Future capital lease payments in 2017 | 9 |
Future capital lease payments in 2018 | 6 |
Future capital lease payments in 2019 | $2 |
Cash_and_Marketable_Securities2
Cash and Marketable Securities (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash and Marketable Securities [Abstract] | |||
Maximum maturity term of cash, money market funds and certificates of deposits | 3 months | ||
Portion of unrealized losses in loss position for more than one year | $0 | $0 | |
Aggregate fair value of investments with unrealized losses | 29 | 30 | |
Gross realized losses or impairment charges due to other than temporary declines in the value of certain investments | $0 | $0 | $0 |
Cash_and_Marketable_Securities3
Cash and Marketable Securities (Schedule Of Amortized Cost, Fair Value And Gross Unrealized Gains And Losses Of The Company's Short- And Long-Term Investments In Debt And Equity Securities) (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $98 | $138 |
Gross Unrealized Gains | 10 | 12 |
Gross Unrealized Losses | -1 | -1 |
Fair Value | 107 | 149 |
Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 65 | 97 |
Gross Unrealized Gains | 1 | 3 |
Gross Unrealized Losses | -1 | |
Fair Value | 66 | 99 |
Equity Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 33 | 41 |
Gross Unrealized Gains | 9 | 9 |
Gross Unrealized Losses | -1 | |
Fair Value | $41 | $50 |
Cash_and_Marketable_Securities4
Cash and Marketable Securities (Schedule Of Proceeds And Gross Realized Gains Resulting From Sales Of Available-For-Sale Securities And Gross Realized Losses)(Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash and Marketable Securities [Abstract] | |||
Proceeds from sale of securities | $43 | $23 | $23 |
Gross realized gains, pre-tax | 5 | 2 | 2 |
Gross realized gains, net of tax | 3 | 1 | 1 |
Gross realized losses, pre-tax | -1 | -1 | |
Gross realized losses, net of tax | ($1) |
Comprehensive_Income_Loss_Summ
Comprehensive Income (Loss) (Summary Of The Activity In Other Comprehensive Income (Loss), Net Of The Related Tax Effects) (Details) (USD $) | 12 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Accumulated Other Comprehensive Income (Loss) | |||||
Balance at the beginning of period | $7 | $7 | |||
Other comprehensive (loss) income before reclassifications: | |||||
Pre-tax amount | -15 | 1 | |||
Tax (benefit) provision | -4 | 2 | |||
After-tax amount | -11 | -1 | |||
Amounts reclassified from accumulated other comprehensive income (loss) | -1 | [1] | 1 | [1] | |
Net current-period other comprehensive income (loss) | -13 | 13 | |||
Balance at the end of period | -8 | 7 | 7 | ||
TruGreen [Member] | |||||
Other comprehensive (loss) income before reclassifications: | |||||
Spin-off of the TruGreen Business | -2 | ||||
Unrealized (Losses) Gains on Derivatives [Member] | |||||
Accumulated Other Comprehensive Income (Loss) | |||||
Balance at the beginning of period | 1 | -2 | |||
Other comprehensive (loss) income before reclassifications: | |||||
Pre-tax amount | -12 | ||||
Tax (benefit) provision | -5 | ||||
After-tax amount | -7 | 1 | |||
Amounts reclassified from accumulated other comprehensive income (loss) | 1 | [1] | 2 | [1] | |
Net current-period other comprehensive income (loss) | -6 | 3 | |||
Balance at the end of period | -6 | 1 | |||
Unrealized Gains on Available-for-Sale Securities [Member] | |||||
Accumulated Other Comprehensive Income (Loss) | |||||
Balance at the beginning of period | 7 | 5 | |||
Other comprehensive (loss) income before reclassifications: | |||||
Pre-tax amount | 3 | 5 | |||
Tax (benefit) provision | 1 | 2 | |||
After-tax amount | 1 | 3 | |||
Amounts reclassified from accumulated other comprehensive income (loss) | -3 | [1] | -1 | [1] | |
Net current-period other comprehensive income (loss) | -1 | 1 | |||
Balance at the end of period | 6 | 7 | |||
Foreign Currency Translation [Member] | |||||
Accumulated Other Comprehensive Income (Loss) | |||||
Balance at the beginning of period | -1 | 3 | |||
Other comprehensive (loss) income before reclassifications: | |||||
Pre-tax amount | -5 | -4 | |||
After-tax amount | -5 | -4 | |||
Net current-period other comprehensive income (loss) | -5 | -4 | |||
Balance at the end of period | -8 | -1 | |||
Foreign Currency Translation [Member] | TruGreen [Member] | |||||
Other comprehensive (loss) income before reclassifications: | |||||
Spin-off of the TruGreen Business | ($2) | ||||
[1] | Amounts are net of tax. See reclassifications out of accumulated other comprehensive income (loss) below for further details. |
Comprehensive_Income_Loss_Sche
Comprehensive Income (Loss) (Schedule Of Reclassifications Out Of Accumulated Other Comprehensive Income (Loss)) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Cost of services rendered and products sold | ($1,298) | ($1,220) | ($1,196) |
Interest expense | 219 | 247 | 245 |
Interest and net investment income | -7 | -8 | -7 |
Provision for income taxes | -40 | -43 | 8 |
Total reclassifications for the period | 57 | 507 | 714 |
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Total reclassifications for the period | -1 | 1 | 14 |
Unrealized (Losses) Gains on Derivatives [Member] | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Net losses on derivatives | 2 | 4 | 20 |
Provision for income taxes | 1 | 2 | 8 |
Total reclassifications for the period | 1 | 2 | 12 |
Unrealized (Losses) Gains on Derivatives [Member] | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | Fuel Swap Contracts [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Cost of services rendered and products sold | 1 | -1 | -2 |
Unrealized (Losses) Gains on Derivatives [Member] | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | Interest Rate Swap Contracts [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Interest expense | 1 | 5 | 22 |
Unrealized Gains on Available-for-Sale Securities [Member] | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Interest and net investment income | -4 | -2 | 3 |
Provision for income taxes | -2 | -1 | 1 |
Total reclassifications for the period | ($3) | ($1) | $2 |
Supplemental_Cash_Flow_Informa2
Supplemental Cash Flow Information (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash paid for or (received from): | |||
Interest expense | $220 | $232 | $233 |
Interest and dividend income | -3 | -5 | -5 |
Income taxes, net of refunds | 12 | 9 | 9 |
Capital lease and other non-cash financing transactions | $17 | $26 | $20 |
Capital_Stock_Details
Capital Stock (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 25, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | |||
Common stock registered for offering and sale | 2,000,000,000 | 35,900,000 | 2,000,000,000 |
Shares of common stock issued and held by CDRSVM Holdings, LLC | 141,731,682 | 98,915,432 | |
Shares of common stock outstanding | 134,092,335 | 91,669,470 | |
Shares of common stock outstanding | 134,022,760 | ||
DSUs [Member] | |||
Class of Stock [Line Items] | |||
Shares sold | 504,560 | ||
Shares issued, price per share | $11.43 | ||
Shares held in rabbi trust | 504,560 | ||
DSUs outstanding | 69,575 |
StockBased_Compensation_Narrat
Stock-Based Compensation (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||||||
In Millions, except Share data, unless otherwise specified | Jul. 01, 2014 | Mar. 18, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 14, 2014 | Jan. 14, 2014 | Jan. 13, 2014 |
item | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Number of shares of common stock available for issuance | 15,396,667 | |||||||
Number of shares of common stock remaining for future grant | 7,958,390 | |||||||
Term of stock options | 10 years | |||||||
Number of shares of entity's common stock based on the fair market value of which maximum per-share exercise price is determined | 1 | |||||||
Period for which vested options will remain exercisable following termination of employment without cause | 3 years | |||||||
Period for which vested options will remain exercisable following termination of employment without cause in case of death, disability or retirement at normal retirement age | 1 year | |||||||
Number of shares of Common Stock offered | 41,285,000 | |||||||
Granted to employees (in shares) | 1,222,831 | 2,113,076 | 442,843 | |||||
Granted to employees (in dollars per share) | $12.91 | $11.61 | $16.77 | |||||
Weighted-average grant-date fair value (in dollars per share) | $6.18 | $5.75 | $8.07 | |||||
Number of equal annual vesting installments | 4 | |||||||
Vesting period | 4 years | |||||||
Forfeiture rate (as a percent) | 18.80% | |||||||
Stock-based compensation expense | $8 | $4 | $7 | |||||
Stock-based compensation expense, net of tax | 5 | 3 | 4 | |||||
Total unrecognized compensation costs related to non-vested stock options and restricted share units | 17 | |||||||
Weighted-average period of recognition of stock-based compensation cost | 2 years 8 months 5 days | |||||||
Additional compensation cost from modifications | $0 | $0 | $1 | |||||
Share price (in dollars per share) | $17 | |||||||
Number of common stock and DSUs accepted under tenders offers | 237,762 | |||||||
MSIP and Omnibus Incentive Plan [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Number of shares of Common Stock offered | 245,996 | 574,379 | 107,492 | |||||
Shares issued, price per share | $12 | $11.68 | $16.75 | |||||
RSUs [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Number of equal annual vesting installments | 3 | |||||||
Granted to employees (in shares) | 99,622 | 907,516 | 63,125 | |||||
Granted to employees (in dollars per share) | $17.52 | $13.02 | $17.03 | |||||
Number of shares of common stock into which each award will be converted upon vesting | 1 | |||||||
TruGreen conversions | 63,663 | |||||||
DSUs [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Shares issued, price per share | $11.43 | |||||||
Common Stock [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Number of shares of Common Stock offered | 1,000,000 | |||||||
Number of common stock and DSUs accepted under tenders offers | 199,075 | |||||||
New TruGreen's [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Share price (in dollars per share) | $12 | |||||||
New TruGreen's [Member] | Common Stock [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Share price (in dollars per share) | $3.75 | |||||||
TruGreen [Member] | Common Stock [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Share price (in dollars per share) | $12 | $15.75 |
StockBased_Compensation_Schedu
Stock-Based Compensation (Schedule Of Assumptions Used To Estimate Value Of Each Option Award) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Assumptions used to estimate value of each option award | |||
Expected volatility (as a percent) | 49.60% | ||
Expected volatility, minimum (as a percent) | 49.20% | 49.20% | |
Expected volatility, maximum (as a percent) | 49.60% | 50.30% | |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Expected life | 6 years 3 months 18 days | 6 years 3 months 18 days | 6 years 3 months 18 days |
Risk-free interest rate (as a percent) | 1.86% | ||
Risk-free interest rate, minimum (as a percent) | 1.69% | 0.78% | |
Risk-free interest rate, maximum (as a percent) | 2.02% | 1.43% |
StockBased_Compensation_Summar
Stock-Based Compensation (Summary Of Option Activity Under The MSIP) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock Options | |||
Total outstanding at the beginning of the period (in shares) | 6,963,643 | ||
Granted to employees (in shares) | 1,222,831 | 2,113,076 | 442,843 |
Exercised (in shares) | -821,372 | ||
Forfeited (in shares) | -307,923 | ||
Expired (in shares) | -1,093,913 | ||
TruGreen conversions | -1,359,167 | ||
Total outstanding at the end of the period (in shares) | 4,604,099 | 6,963,643 | |
Total exercisable at the end of the period (in shares) | 2,027,895 | ||
Weighted Average Exercise Price | |||
Total outstanding at the beginning of the period (in dollars per share) | $11.84 | ||
Granted to employees (in dollars per share) | $12.91 | $11.61 | $16.77 |
Exercised (in dollars per share) | $11.56 | ||
Forfeited (in dollars per share) | $13.20 | ||
Expired (in dollars per share) | $11.47 | ||
TruGreen conversions | $11.54 | ||
Total outstanding at the end of the period (in dollars per share) | $12.27 | $11.84 | |
Total exercisable at the end of the period (in dollars per share) | $12.02 | ||
Weighted Average Remaining Contractual Term | |||
Total outstanding at the end of the period | 7 years 1 month 17 days | ||
Total exercisable at the end of the period | 5 years 3 months 18 days |
StockBased_Compensation_Summar1
Stock-Based Compensation (Summary Of RSU Activity Under The MSIP) (Details) (RSUs [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
RSUs [Member] | |||
RSUs | |||
Total outstanding at the beginning of the period (in shares) | 629,121 | ||
Granted to employees (in shares) | 99,622 | 907,516 | 63,125 |
Vested (in shares) | -199,826 | ||
Forfeited (in shares) | -31,748 | ||
TruGreen conversions | -63,663 | ||
Total outstanding at the end of the period (in shares) | 433,506 | 629,121 | |
Weighted Average Grant Date Fair Value | |||
Total outstanding at the beginning of the period (in dollars per share) | $12.22 | ||
Granted to employees (in dollars per share) | $17.52 | $13.02 | $17.03 |
Vested (in dollars per share) | $12.18 | ||
Forfeited (in dollars per share) | $12.85 | ||
TruGreen conversions | $14.14 | ||
Total outstanding at the end of the period (in dollars per share) | $13.12 | $12.22 |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2012 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Aggregate notional amount | $300,000,000 | $980,000,000 |
Letters of credit posted as collateral under fuel hedging program | 5,000,000 | |
Hedging gains and losses in accumulated other comprehensive income expected to be recognized in earnings, net of tax | -6,000,000 | |
Fuel Swap Contracts [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Aggregate notional amount | $22,000,000 |
Fair_Value_Measurements_Schedu
Fair Value Measurements (Schedule Of The Carrying Amount And Estimated Fair Value Of The Company's Financial Instruments That Are Recorded At Fair Value On A Recurring Basis) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Estimated Fair Value [Member] | ||
Carrying amount and estimated fair value of the company's financial instrument | ||
Total debt | $3,102 | $3,906 |
Recurring [Member] | Quoted Price In Active Markets (Level 1) [Member] | ||
Financial Assets: | ||
Deferred compensation trust assets | 8 | 12 |
Investments in marketable securities | 53 | 61 |
Total financial assets | 62 | 73 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Financial Assets: | ||
Investments in marketable securities | 45 | 75 |
Total financial assets | 45 | 75 |
Total financial liabilities | 4 | |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Interest Rate Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative liability, Noncurrent | 4 | |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Financial Assets: | ||
Total financial assets | 1 | |
Total financial liabilities | 6 | |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Fuel Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative asset, Current | 1 | |
Derivative liability, Current | 6 | |
Carrying Value [Member] | ||
Carrying amount and estimated fair value of the company's financial instrument | ||
Total debt | 3,057 | 3,906 |
Carrying Value [Member] | Recurring [Member] | ||
Financial Assets: | ||
Deferred compensation trust assets | 8 | 12 |
Investments in marketable securities | 99 | 136 |
Total financial assets | 107 | 150 |
Total financial liabilities | 10 | |
Carrying Value [Member] | Recurring [Member] | Fuel Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative asset, Current | 1 | |
Derivative liability, Current | 6 | |
Carrying Value [Member] | Recurring [Member] | Interest Rate Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative liability, Noncurrent | $4 |
Fair_Value_Measurements_Schedu1
Fair Value Measurements (Schedule Of Reconciliation Of The Beginning And Ending Fair Values Of Financial Instruments Valued Using Significant Unobservable Inputs (Level 3) On A Recurring Basis) (Details) (Fuel Swap Contract Assets (Liabilities) [Member], USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fuel Swap Contract Assets (Liabilities) [Member] | ||
Reconciliation of the beginning and ending fair values of financial instruments valued using significant unobservable inputs (Level 3) | ||
Balance at the beginning of the period | $1 | $2 |
Total gains (realized and unrealized): | ||
Included in earnings | -1 | 1 |
Included in accumulated other comprehensive income | -7 | -1 |
Settlements, net | 1 | -1 |
Balance at the end of the period | ($6) | $1 |
Fair_Value_Measurements_Schedu2
Fair Value Measurements (Schedule Of Level 3 Financial Instruments) (Details) (Fuel Swap Contract Assets (Liabilities) [Member], USD $) | 12 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Information relating to the significant unobservable inputs of Level 3 financial instruments | |||||
Fair value at the end of the period | ($6) | $1 | $2 | ||
Discounted Cash Flows [Member] | Minimum [Member] | |||||
Information relating to the significant unobservable inputs of Level 3 financial instruments | |||||
Forward Unleaded Price per Gallon (in dollars per gallon) | 2.06 | [1] | 3.2 | [1] | |
Discounted Cash Flows [Member] | Maximum [Member] | |||||
Information relating to the significant unobservable inputs of Level 3 financial instruments | |||||
Forward Unleaded Price per Gallon (in dollars per gallon) | 2.71 | [1] | 3.87 | [1] | |
Discounted Cash Flows [Member] | Weighted Average [Member] | |||||
Information relating to the significant unobservable inputs of Level 3 financial instruments | |||||
Forward Unleaded Price per Gallon (in dollars per gallon) | 2.39 | 3.6 | [1] | ||
[1] | Forward prices per gallon were derived from third-party market data providers. A decrease in the forward price would result in a decrease in the fair value of the fuel swap contracts. |
Fair_Value_Measurements_Schedu3
Fair Value Measurements (Schedule Of Effect Of Derivative Instruments) (Details) (Derivatives designated as Cash Flow Hedge Relationships [Member], USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Fuel Swap Contracts [Member] | Cost of Services Rendered and Products Sold [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Effective Portion of (Loss) Gain Recognized in Accumulated Other Comprehensive Income | ($7) | ($1) |
Effective Portion of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings | -1 | 1 |
Interest Rate Swap Contracts [Member] | Interest Expense [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Effective Portion of (Loss) Gain Recognized in Accumulated Other Comprehensive Income | -4 | 5 |
Effective Portion of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings | ($1) | ($5) |
Earnings_Per_Share_Narrative_D
Earnings Per Share (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
Jul. 01, 2014 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of shares of Common Stock offered | 41,285,000 | |||
RSUs [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from the diluted earnings per share computation because a net loss was incurred | 200,000 | |||
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from the diluted earnings per share computation because a net loss was incurred | 1,500,000 | |||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 700,000 | 100,000 | 1,400,000 | |
Weighted average exercise price of stock options excluded from the computation of diluted earnings per share | 15.24 |
Earnings_Per_Share_Schedule_Of
Earnings Per Share (Schedule Of Reconciliation Of The Amounts Included In The Computation Of Basic Earnings Per Share From Continuing Operations And Diluted Earnings Per Share From Continuing Operations) (Details) (USD $) | 12 Months Ended | |||||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
Earnings Per Share [Abstract] | ||||||
(Loss) Income from continuing operations | $43 | $42 | ($18) | |||
Weighted average common shares outstanding | 112.8 | 91.6 | 91.9 | |||
Effect of dilutive securities: | ||||||
RSUs | 0.1 | [1] | 0.1 | [1] | [1] | |
Stock options | 0.8 | [2] | 0.5 | [2] | ||
Weighted average common share outstanding-assuming dilution | 113.8 | 92.2 | 91.9 | |||
Basic (loss) earnings per share from continuing operations (in dollars per share) | $0.38 | $0.46 | ($0.20) | |||
Diluted (loss) earnings per share from continuing operations (in dollars per share) | $0.38 | $0.46 | ($0.20) | |||
[1] | Securities are not included in the table in periods when antidilutive. For the year ended December 31, 2012, weighted average potentially dilutive shares from RSUs of 0.2B million and weighted average potentially dilutive shares from stock options of 1.5B million with a weighted average exercise price per share of $15.24 were excluded from the diluted earnings (loss) per share calculation due to the antidilutive effect such shares would have on net loss per common share. There were no antidilutive securities for the years ended December 31, 2014 and 2013. | |||||
[2] | Options to purchase 0.1 million, 1.4 million, and 0.7 million shares for the years ended December 31, 2014, 2013 and 2012 respectively, were not included in the diluted earnings (loss) per share calculation because either their exercise price or proceeds per share exceeded the average market price of the Companybs common stock for each respective reporting date. |
Condensed_Consolidating_Financ2
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Details of debt | |||
Interest expense | $219 | $247 | $245 |
SvM [Member] | |||
Details of debt | |||
Interest expense | 219 | 247 | 245 |
Guarantors [Member] | |||
Details of debt | |||
Interest expense | 80 | 113 | 85 |
8% 2020 Notes [Member] | |||
Details of debt | |||
Interest rate (as a percent) | 8.00% | ||
7% 2020 Notes [Member] | |||
Details of debt | |||
Interest rate (as a percent) | 7.00% | ||
Term Loan Facility and 2020 Notes [Member] | Guarantors [Member] | |||
Details of debt | |||
Interest expense | $74 |
Condensed_Consolidating_Financ3
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries (Schedule Of Condensed Consolidating Statement Of Operations And Comprehensive Income (Loss)) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | $2,457 | $2,293 | $2,214 |
Cost of services rendered and products sold | 1,298 | 1,220 | 1,196 |
Selling and administrative expenses | 668 | 691 | 678 |
Amortization expense | 52 | 51 | 58 |
Impairment of software and other related costs | 47 | ||
Consulting agreement termination fees | 21 | ||
Restructuring charges | 11 | 6 | 15 |
Interest expense | 219 | 247 | 245 |
Interest and net investment loss (income) | -7 | -8 | -7 |
Loss on extinguishment of debt | 65 | 55 | |
Income (Loss) from Continuing Operations before Income Taxes | 84 | 86 | -26 |
(Benefit) Provision for income taxes | 40 | 43 | -8 |
Income (Loss) from Continuing Operations | 43 | 42 | -18 |
(Loss) income from discontinued operations, net of income taxes | -100 | -549 | -696 |
Net Loss | -57 | -507 | -714 |
Total Comprehensive Loss | -70 | -507 | -701 |
Eliminations [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | -58 | -65 | -58 |
Cost of services rendered and products sold | -56 | -64 | -57 |
Selling and administrative expenses | -1 | ||
Interest and net investment loss (income) | -1 | -1 | |
Equity in earnings of subsidiaries (net of tax) | 24 | 1,120 | 1,458 |
Net Loss | 24 | 1,120 | 1,458 |
Total Comprehensive Loss | 32 | 1,123 | 1,457 |
Parent Issuer [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Selling and administrative expenses | 5 | 8 | 8 |
Consulting agreement termination fees | 21 | ||
Interest expense | 137 | 111 | 155 |
Interest and net investment loss (income) | 6 | -1 | 2 |
Loss on extinguishment of debt | 65 | 55 | |
Income (Loss) from Continuing Operations before Income Taxes | -235 | -118 | -220 |
(Benefit) Provision for income taxes | -85 | -35 | -83 |
Income (Loss) from Continuing Operations | -150 | -83 | -137 |
(Loss) income from discontinued operations, net of income taxes | -12 | -16 | -23 |
Equity in earnings of subsidiaries (net of tax) | 106 | -407 | -553 |
Net Loss | -56 | -506 | -714 |
Total Comprehensive Loss | -69 | -506 | -701 |
Guarantors [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | 1,566 | 1,506 | 1,451 |
Cost of services rendered and products sold | 901 | 899 | 862 |
Selling and administrative expenses | 318 | 302 | 289 |
Amortization expense | 46 | 48 | 56 |
Restructuring charges | 4 | 3 | 5 |
Interest expense | 80 | 113 | 85 |
Interest and net investment loss (income) | 4 | 10 | |
Income (Loss) from Continuing Operations before Income Taxes | 217 | 137 | 144 |
(Benefit) Provision for income taxes | 52 | -6 | 2 |
Income (Loss) from Continuing Operations | 164 | 143 | 142 |
(Loss) income from discontinued operations, net of income taxes | 62 | 163 | 114 |
Equity in earnings of subsidiaries (net of tax) | -131 | -713 | -905 |
Net Loss | 96 | -407 | -649 |
Total Comprehensive Loss | 94 | -407 | -648 |
Non-Guarantors [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | 949 | 852 | 821 |
Cost of services rendered and products sold | 453 | 385 | 390 |
Selling and administrative expenses | 344 | 381 | 381 |
Amortization expense | 6 | 3 | 2 |
Impairment of software and other related costs | 47 | ||
Restructuring charges | 6 | 4 | 10 |
Interest expense | 1 | 23 | 6 |
Interest and net investment loss (income) | -13 | -11 | -19 |
Income (Loss) from Continuing Operations before Income Taxes | 104 | 68 | 51 |
(Benefit) Provision for income taxes | 74 | 85 | 73 |
Income (Loss) from Continuing Operations | 30 | -17 | -22 |
(Loss) income from discontinued operations, net of income taxes | -150 | -696 | -787 |
Net Loss | -120 | -713 | -809 |
Total Comprehensive Loss | -126 | -716 | -809 |
SvM [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | 2,457 | 2,293 | 2,214 |
Cost of services rendered and products sold | 1,298 | 1,220 | 1,196 |
Selling and administrative expenses | 666 | 691 | 677 |
Amortization expense | 52 | 51 | 58 |
Impairment of software and other related costs | 47 | ||
Consulting agreement termination fees | 21 | ||
Restructuring charges | 11 | 6 | 15 |
Interest expense | 219 | 247 | 245 |
Interest and net investment loss (income) | -8 | -8 | -7 |
Loss on extinguishment of debt | 65 | 55 | |
Income (Loss) from Continuing Operations before Income Taxes | 85 | 87 | -25 |
(Benefit) Provision for income taxes | 41 | 43 | -8 |
Income (Loss) from Continuing Operations | 44 | 43 | -18 |
(Loss) income from discontinued operations, net of income taxes | -100 | -549 | -696 |
Net Loss | -56 | -506 | -714 |
Total Comprehensive Loss | ($69) | ($506) | ($701) |
Condensed_Consolidating_Financ4
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries (Schedule Of Condensed Consolidating Statement Of Financial Position) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
In Millions, unless otherwise specified | ||||||
Current Assets: | ||||||
Cash and cash equivalents | $389 | $484 | $418 | $330 | ||
Marketable securities | 19 | 27 | ||||
Receivables | 441 | 394 | ||||
Inventories | 42 | 39 | ||||
Prepaid expenses and other assets | 44 | 56 | ||||
Deferred customer acquisition costs | 35 | 30 | ||||
Deferred taxes | 76 | 107 | ||||
Assets of discontinued operations | 76 | |||||
Total Current Assets | 1,044 | 1,213 | ||||
Property and Equipment: | ||||||
At cost | 369 | 381 | ||||
Less: accumulated depreciation | -233 | -204 | ||||
Net Property and Equipment | 136 | 177 | ||||
Other Assets: | ||||||
Goodwill | 2,069 | 2,018 | 1,995 | |||
Intangible assets, primarily trade names, service marks and trademarks, net | 1,696 | 1,721 | ||||
Notes receivable | 26 | 22 | ||||
Long-term marketable securities | 88 | 122 | ||||
Other assets | 41 | 49 | ||||
Debt issuance costs | 34 | 41 | ||||
Assets of discontinued operations | 542 | |||||
Total Assets | 5,134 | [1] | 5,905 | 5,126 | [1] | |
Current Liabilities: | ||||||
Accounts payable | 84 | 92 | ||||
Accrued liabilities: | ||||||
Payroll and related expenses | 82 | 70 | ||||
Self-insured claims and related expenses | 92 | 78 | ||||
Accrued interest payable | 34 | 51 | ||||
Other | 51 | 55 | ||||
Deferred revenue | 514 | 448 | ||||
Liabilities of discontinued operations | 9 | 139 | ||||
Current portion of long-term debt | 39 | 39 | ||||
Total Current Liabilities | 905 | 972 | ||||
Long-Term Debt | 3,017 | 3,867 | ||||
Other Long-Term Liabilities: | ||||||
Deferred taxes | 715 | 712 | ||||
Liabilities of discontinued operations | 162 | |||||
Other long-term obligations, primarily self-insured claims | 138 | 169 | ||||
Total Other Long-Term Liabilities | 854 | 1,043 | ||||
Shareholder's (Deficit) Equity | 359 | 23 | 535 | 1,234 | ||
Total Liabilities and Shareholders' Equity | 5,134 | 5,905 | ||||
Eliminations [Member] | ||||||
Current Assets: | ||||||
Receivables | -97 | -106 | ||||
Prepaid expenses and other assets | -15 | -7 | ||||
Total Current Assets | -112 | -113 | ||||
Other Assets: | ||||||
Notes receivable | -6 | -2,002 | ||||
Investments in and advances to subsidiaries | -4,602 | -3,247 | ||||
Other assets | -19 | -35 | ||||
Total Assets | -4,740 | -5,397 | ||||
Accrued liabilities: | ||||||
Accrued interest payable | -1 | -1 | ||||
Other | -14 | -6 | ||||
Current portion of long-term debt | -97 | -106 | ||||
Total Current Liabilities | -112 | -113 | ||||
Long-Term Debt | -6 | -2,002 | ||||
Other Long-Term Liabilities: | ||||||
Deferred taxes | -19 | -35 | ||||
Intercompany payable | -777 | -671 | ||||
Total Other Long-Term Liabilities | -796 | -706 | ||||
Shareholder's (Deficit) Equity | -3,826 | -2,576 | ||||
Total Liabilities and Shareholders' Equity | -4,740 | -5,397 | ||||
Parent Issuer [Member] | ||||||
Current Assets: | ||||||
Cash and cash equivalents | 232 | 401 | 317 | 232 | ||
Receivables | 2 | 2 | ||||
Prepaid expenses and other assets | 21 | |||||
Deferred taxes | 65 | 38 | ||||
Total Current Assets | 319 | 441 | ||||
Other Assets: | ||||||
Notes receivable | 6 | 2,016 | ||||
Long-term marketable securities | 8 | 13 | ||||
Investments in and advances to subsidiaries | 3,403 | 1,868 | ||||
Other assets | 37 | 33 | ||||
Debt issuance costs | 34 | 41 | ||||
Assets of discontinued operations | 3 | |||||
Total Assets | 3,807 | 4,415 | ||||
Current Liabilities: | ||||||
Accounts payable | 2 | |||||
Accrued liabilities: | ||||||
Payroll and related expenses | 2 | 2 | ||||
Self-insured claims and related expenses | 6 | |||||
Accrued interest payable | 34 | 52 | ||||
Other | 7 | 7 | ||||
Liabilities of discontinued operations | 9 | |||||
Current portion of long-term debt | 114 | 127 | ||||
Total Current Liabilities | 172 | 190 | ||||
Long-Term Debt | 2,962 | 3,812 | ||||
Other Long-Term Liabilities: | ||||||
Intercompany payable | 279 | 341 | ||||
Liabilities of discontinued operations | 3 | |||||
Other long-term obligations, primarily self-insured claims | 31 | 17 | ||||
Total Other Long-Term Liabilities | 310 | 361 | ||||
Shareholder's (Deficit) Equity | 362 | 52 | ||||
Total Liabilities and Shareholders' Equity | 3,807 | 4,415 | ||||
Guarantors [Member] | ||||||
Current Assets: | ||||||
Cash and cash equivalents | 7 | 7 | 7 | 9 | ||
Receivables | 102 | 97 | ||||
Inventories | 40 | 37 | ||||
Prepaid expenses and other assets | 18 | 25 | ||||
Deferred customer acquisition costs | 18 | 15 | ||||
Deferred taxes | 33 | 66 | ||||
Assets of discontinued operations | 5 | |||||
Total Current Assets | 218 | 252 | ||||
Property and Equipment: | ||||||
At cost | 217 | 198 | ||||
Less: accumulated depreciation | -135 | -111 | ||||
Net Property and Equipment | 82 | 87 | ||||
Other Assets: | ||||||
Goodwill | 1,664 | 1,655 | ||||
Intangible assets, primarily trade names, service marks and trademarks, net | 937 | 977 | ||||
Investments in and advances to subsidiaries | 1,199 | 1,379 | ||||
Other assets | 20 | 23 | ||||
Total Assets | 4,120 | 4,373 | ||||
Current Liabilities: | ||||||
Accounts payable | 42 | 42 | ||||
Accrued liabilities: | ||||||
Payroll and related expenses | 37 | 28 | ||||
Self-insured claims and related expenses | 26 | 29 | ||||
Other | 18 | 26 | ||||
Deferred revenue | 98 | 92 | ||||
Current portion of long-term debt | 21 | 17 | ||||
Total Current Liabilities | 242 | 234 | ||||
Long-Term Debt | 36 | 1,711 | ||||
Other Long-Term Liabilities: | ||||||
Deferred taxes | 463 | 455 | ||||
Liabilities of discontinued operations | 122 | |||||
Other long-term obligations, primarily self-insured claims | 22 | 22 | ||||
Total Other Long-Term Liabilities | 486 | 599 | ||||
Shareholder's (Deficit) Equity | 3,356 | 1,829 | ||||
Total Liabilities and Shareholders' Equity | 4,120 | 4,373 | ||||
Non-Guarantors [Member] | ||||||
Current Assets: | ||||||
Cash and cash equivalents | 129 | 68 | 88 | 80 | ||
Marketable securities | 19 | 27 | ||||
Receivables | 434 | 401 | ||||
Inventories | 2 | 2 | ||||
Prepaid expenses and other assets | 20 | 38 | ||||
Deferred customer acquisition costs | 16 | 15 | ||||
Deferred taxes | 3 | |||||
Assets of discontinued operations | 71 | |||||
Total Current Assets | 620 | 625 | ||||
Property and Equipment: | ||||||
At cost | 152 | 183 | ||||
Less: accumulated depreciation | -98 | -93 | ||||
Net Property and Equipment | 54 | 90 | ||||
Other Assets: | ||||||
Goodwill | 405 | 363 | ||||
Intangible assets, primarily trade names, service marks and trademarks, net | 760 | 744 | ||||
Notes receivable | 26 | 23 | ||||
Long-term marketable securities | 80 | 109 | ||||
Other assets | 3 | 28 | ||||
Assets of discontinued operations | 539 | |||||
Total Assets | 1,947 | 2,521 | ||||
Current Liabilities: | ||||||
Accounts payable | 41 | 48 | ||||
Accrued liabilities: | ||||||
Payroll and related expenses | 41 | 40 | ||||
Self-insured claims and related expenses | 60 | 49 | ||||
Other | 41 | 28 | ||||
Deferred revenue | 415 | 356 | ||||
Liabilities of discontinued operations | 139 | |||||
Current portion of long-term debt | 2 | 1 | ||||
Total Current Liabilities | 600 | 661 | ||||
Long-Term Debt | 25 | 346 | ||||
Other Long-Term Liabilities: | ||||||
Deferred taxes | 271 | 270 | ||||
Intercompany payable | 498 | 330 | ||||
Liabilities of discontinued operations | 37 | |||||
Other long-term obligations, primarily self-insured claims | 84 | 130 | ||||
Total Other Long-Term Liabilities | 853 | 767 | ||||
Shareholder's (Deficit) Equity | 469 | 747 | ||||
Total Liabilities and Shareholders' Equity | 1,947 | 2,521 | ||||
SvM [Member] | ||||||
Current Assets: | ||||||
Cash and cash equivalents | 368 | 476 | 412 | 321 | ||
Marketable securities | 19 | 27 | ||||
Receivables | 441 | 394 | ||||
Inventories | 42 | 39 | ||||
Prepaid expenses and other assets | 44 | 56 | ||||
Deferred customer acquisition costs | 35 | 30 | ||||
Deferred taxes | 97 | 107 | ||||
Assets of discontinued operations | 76 | |||||
Total Current Assets | 1,045 | 1,205 | ||||
Property and Equipment: | ||||||
At cost | 369 | 381 | ||||
Less: accumulated depreciation | -233 | -204 | ||||
Net Property and Equipment | 136 | 177 | ||||
Other Assets: | ||||||
Goodwill | 2,069 | 2,018 | ||||
Intangible assets, primarily trade names, service marks and trademarks, net | 1,696 | 1,721 | ||||
Notes receivable | 26 | 37 | ||||
Long-term marketable securities | 88 | 122 | ||||
Other assets | 41 | 49 | ||||
Debt issuance costs | 34 | 41 | ||||
Assets of discontinued operations | 542 | |||||
Total Assets | 5,135 | 5,912 | 5,122 | |||
Current Liabilities: | ||||||
Accounts payable | 84 | 92 | ||||
Accrued liabilities: | ||||||
Payroll and related expenses | 80 | 70 | ||||
Self-insured claims and related expenses | 92 | 78 | ||||
Accrued interest payable | 34 | 51 | ||||
Other | 51 | 55 | ||||
Deferred revenue | 514 | 448 | ||||
Liabilities of discontinued operations | 9 | 139 | ||||
Current portion of long-term debt | 39 | 39 | ||||
Total Current Liabilities | 902 | 972 | ||||
Long-Term Debt | 3,017 | 3,867 | ||||
Other Long-Term Liabilities: | ||||||
Deferred taxes | 715 | 690 | ||||
Liabilities of discontinued operations | 162 | |||||
Other long-term obligations, primarily self-insured claims | 138 | 169 | ||||
Total Other Long-Term Liabilities | 853 | 1,021 | ||||
Shareholder's (Deficit) Equity | 362 | 52 | 555 | 1,248 | ||
Total Liabilities and Shareholders' Equity | $5,135 | $5,912 | ||||
[1] | Assets of discontinued operations are not included in the business segment table. |
Condensed_Consolidating_Financ5
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries (Schedule Of Condensed Consolidating Statement Of Cash Flows) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Financial Statements, Captions [Line Items] | |||
Cash and Cash Equivalents at Beginning of Period | $484 | $418 | $330 |
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | 253 | 208 | 104 |
Cash Flows from Investing Activities from Continuing Operations | |||
Property additions | -35 | -39 | -44 |
Sale of equipment and other assets | 2 | 1 | |
Other business acquisitions, net of cash acquired | -58 | -32 | -40 |
Notes receivable, financial investments and securities, net | 35 | -1 | |
Net Cash Used for Investing Activities from Continuing Operations | -56 | -70 | -85 |
Cash Flows from Financing Activities from Continuing Operations: | |||
Borrowings of debt | 1,825 | 1 | 1,350 |
Payments of debt | -2,698 | -53 | -1,326 |
Discount paid on issuance of debt | -18 | -12 | |
Debt issuance costs paid | -24 | -6 | -33 |
Contribution to TruGreen Holding Corporation | -35 | ||
Net Cash Used for Financing Activities from Continuing Operations | -277 | -78 | -14 |
Cash Flows from Discontinued Operations: | |||
Cash used for operating activities | -11 | 39 | 129 |
Cash used for investing activities | -2 | -21 | -37 |
Cash used for financing activities | -3 | -12 | -9 |
Net Cash Used for Discontinued Operations | -15 | 6 | 83 |
Cash Decrease During the Period | -95 | 66 | 88 |
Cash and Cash Equivalents at End of Period | 389 | 484 | 418 |
Eliminations [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | -121 | -51 | -758 |
Cash Flows from Financing Activities from Continuing Operations: | |||
Shareholders' dividends | 121 | 51 | 649 |
Net Cash Used for Financing Activities from Continuing Operations | 121 | 51 | 649 |
Cash Flows from Discontinued Operations: | |||
Cash used for financing activities | 109 | ||
Net Cash Used for Discontinued Operations | 109 | ||
Parent Issuer [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Cash and Cash Equivalents at Beginning of Period | 401 | 317 | 232 |
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | -133 | -10 | 396 |
Cash Flows from Investing Activities from Continuing Operations | |||
Notes receivable from affiliate | 14 | -14 | |
Net Cash Used for Investing Activities from Continuing Operations | 14 | -14 | |
Cash Flows from Financing Activities from Continuing Operations: | |||
Borrowings of debt | 1,825 | 1 | 1,350 |
Payments of debt | -2,676 | -26 | -1,314 |
Discount paid on issuance of debt | -18 | -12 | |
Debt issuance costs paid | -24 | -6 | -33 |
Contribution to TruGreen Holding Corporation | -35 | ||
Contribution from Holdings | 646 | ||
Net intercompany advances | 242 | 167 | -315 |
Net Cash Used for Financing Activities from Continuing Operations | -39 | 124 | -312 |
Cash Flows from Discontinued Operations: | |||
Cash used for operating activities | -10 | -16 | |
Net Cash Used for Discontinued Operations | -10 | -16 | |
Cash Decrease During the Period | -169 | 84 | 84 |
Cash and Cash Equivalents at End of Period | 232 | 401 | 317 |
Guarantors [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Cash and Cash Equivalents at Beginning of Period | 7 | 7 | 9 |
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | 364 | 285 | 464 |
Cash Flows from Investing Activities from Continuing Operations | |||
Property additions | -10 | -13 | -15 |
Sale of equipment and other assets | 1 | 1 | |
Other business acquisitions, net of cash acquired | -12 | -14 | -35 |
Notes receivable, financial investments and securities, net | 1 | ||
Net Cash Used for Investing Activities from Continuing Operations | -21 | -26 | -50 |
Cash Flows from Financing Activities from Continuing Operations: | |||
Payments of debt | -19 | -15 | -10 |
Shareholders' dividends | -61 | -25 | -516 |
Net intercompany advances | -264 | -219 | 108 |
Net Cash Used for Financing Activities from Continuing Operations | -343 | -259 | -417 |
Cash Flows from Discontinued Operations: | |||
Cash used for operating activities | 1 | ||
Net Cash Used for Discontinued Operations | 1 | ||
Cash Decrease During the Period | -1 | ||
Cash and Cash Equivalents at End of Period | 7 | 7 | 7 |
Non-Guarantors [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Cash and Cash Equivalents at Beginning of Period | 68 | 88 | 80 |
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | 144 | -13 | |
Cash Flows from Investing Activities from Continuing Operations | |||
Property additions | -25 | -26 | -29 |
Sale of equipment and other assets | 1 | ||
Other business acquisitions, net of cash acquired | -46 | -18 | -5 |
Notes receivable, financial investments and securities, net | 35 | -1 | -1 |
Net Cash Used for Investing Activities from Continuing Operations | -35 | -44 | -35 |
Cash Flows from Financing Activities from Continuing Operations: | |||
Payments of debt | -3 | -12 | -2 |
Shareholders' dividends | -61 | -25 | -133 |
Net intercompany advances | 21 | 51 | 207 |
Net Cash Used for Financing Activities from Continuing Operations | -42 | 14 | 72 |
Cash Flows from Discontinued Operations: | |||
Cash used for operating activities | -1 | 56 | 128 |
Cash used for investing activities | -2 | -21 | -37 |
Cash used for financing activities | -3 | -12 | -118 |
Net Cash Used for Discontinued Operations | -5 | 23 | -28 |
Cash Decrease During the Period | 61 | -21 | 9 |
Cash and Cash Equivalents at End of Period | 129 | 68 | 88 |
SvM [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Cash and Cash Equivalents at Beginning of Period | 476 | 412 | 321 |
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | 253 | 211 | 102 |
Cash Flows from Investing Activities from Continuing Operations | |||
Property additions | -35 | -39 | -44 |
Sale of equipment and other assets | 2 | 1 | |
Other business acquisitions, net of cash acquired | -58 | -32 | -40 |
Notes receivable, financial investments and securities, net | 35 | -1 | |
Notes receivable from affiliate | 14 | -14 | |
Net Cash Used for Investing Activities from Continuing Operations | -42 | -84 | -85 |
Cash Flows from Financing Activities from Continuing Operations: | |||
Borrowings of debt | 1,825 | 1 | 1,350 |
Payments of debt | -2,698 | -53 | -1,326 |
Discount paid on issuance of debt | -18 | -12 | |
Debt issuance costs paid | -24 | -6 | -33 |
Contribution to TruGreen Holding Corporation | -35 | ||
Contribution from Holdings | 646 | ||
Net Cash Used for Financing Activities from Continuing Operations | -304 | -70 | -9 |
Cash Flows from Discontinued Operations: | |||
Cash used for operating activities | -11 | 39 | 129 |
Cash used for investing activities | -2 | -21 | -37 |
Cash used for financing activities | -3 | -12 | -9 |
Net Cash Used for Discontinued Operations | -15 | 6 | 83 |
Cash Decrease During the Period | -108 | 64 | 91 |
Cash and Cash Equivalents at End of Period | $368 | $476 | $412 |
Schedule_I_The_Servicemaster_C1
Schedule I The Servicemaster Company (Parent) Condensed Financial Information (Condensed Statements of Income) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Financial Statements, Captions [Line Items] | |||
Revenue | $2,457 | $2,293 | $2,214 |
Selling and administrative expenses | 668 | 691 | 678 |
Consulting agreement termination fees | 21 | ||
Interest expense | 219 | 247 | 245 |
Interest and net investment loss (income) | -7 | -8 | -7 |
Loss on extinguishment of debt | 65 | 55 | |
Income (Loss) from Continuing Operations before Income Taxes | 84 | 86 | -26 |
Benefit for income taxes | 40 | 43 | -8 |
Income (Loss) from Continuing Operations | 43 | 42 | -18 |
Loss from discontinued operations, net of income taxes | -100 | -549 | -696 |
Net Loss | -57 | -507 | -714 |
Total Comprehensive Loss | -70 | -507 | -701 |
SvM [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Selling and administrative expenses | 5 | 8 | 8 |
Consulting agreement termination fees | 21 | ||
Interest expense | 137 | 111 | 155 |
Interest and net investment loss (income) | 6 | -1 | 2 |
Loss on extinguishment of debt | 65 | 55 | |
Income (Loss) from Continuing Operations before Income Taxes | -235 | -118 | -220 |
Benefit for income taxes | -85 | -35 | -83 |
Income (Loss) from Continuing Operations | -150 | -83 | -137 |
Loss from discontinued operations, net of income taxes | -12 | -16 | -23 |
Equity in earnings of subsidiaries (net of tax) | 106 | -407 | -553 |
Net Loss | -56 | -506 | -714 |
Total Comprehensive Loss | -69 | -506 | -701 |
Holdings [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Selling and administrative expenses | 1 | 1 | 1 |
Income (Loss) from Continuing Operations before Income Taxes | -2 | -1 | -1 |
Benefit for income taxes | -1 | ||
Income (Loss) from Continuing Operations | -1 | -1 | |
Equity in earnings of subsidiaries (net of tax) | -56 | -506 | -714 |
Net Loss | -57 | -507 | -714 |
Total Comprehensive Loss | ($70) | ($507) | ($701) |
Schedule_I_The_Servicemaster_C2
Schedule I The Servicemaster Company (Parent) Condensed Financial Information (Condensed Balance Sheets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
In Millions, unless otherwise specified | ||||||
Current Assets: | ||||||
Cash and cash equivalents | $389 | $484 | $418 | $330 | ||
Receivables | 441 | 394 | ||||
Prepaid expenses and other assets | 44 | 56 | ||||
Deferred taxes | 76 | 107 | ||||
Total Current Assets | 1,044 | 1,213 | ||||
Other Assets: | ||||||
Long-term marketable securities | 88 | 122 | ||||
Other assets | 41 | 49 | ||||
Debt issuance costs | 34 | 41 | ||||
Assets of discontinued operations | 542 | |||||
Total Assets | 5,134 | [1] | 5,905 | 5,126 | [1] | |
Current Liabilities: | ||||||
Accounts payable | 84 | 92 | ||||
Accrued liabilities: | ||||||
Payroll and related expenses | 82 | 70 | ||||
Self-insured claims and related expenses | 92 | 78 | ||||
Accrued interest payable | 34 | 51 | ||||
Other | 51 | 55 | ||||
Liabilities of discontinued operations | 9 | 139 | ||||
Current portion of long-term debt | 39 | 39 | ||||
Total Current Liabilities | 905 | 972 | ||||
Long-Term Debt | 3,017 | 3,867 | ||||
Other Long-Term Liabilities: | ||||||
Deferred taxes | 715 | 712 | ||||
Liabilities of discontinued operations | 162 | |||||
Other long-term obligations, primarily self-insured claims | 138 | 169 | ||||
Total Other Long-Term Liabilities | 854 | 1,043 | ||||
Total Shareholders' Equity | 359 | 23 | 535 | 1,234 | ||
Total Liabilities and Shareholders' Equity | 5,134 | 5,905 | ||||
Holdings [Member] | ||||||
Current Assets: | ||||||
Cash and cash equivalents | 21 | 8 | 6 | 10 | ||
Deferred taxes | -22 | |||||
Total Current Assets | 8 | |||||
Other Assets: | ||||||
Investments in and advances to subsidiaries | 362 | 52 | ||||
Total Assets | 362 | 61 | ||||
Accrued liabilities: | ||||||
Payroll and related expenses | 2 | |||||
Total Current Liabilities | 2 | |||||
Long-Term Debt | 14 | |||||
Other Long-Term Liabilities: | ||||||
Deferred taxes | 1 | 23 | ||||
Total Other Long-Term Liabilities | 1 | 23 | ||||
Total Shareholders' Equity | 359 | 23 | ||||
Total Liabilities and Shareholders' Equity | 362 | 61 | ||||
SvM [Member] | ||||||
Current Assets: | ||||||
Cash and cash equivalents | 232 | 401 | 317 | 232 | ||
Receivables | 2 | 2 | ||||
Prepaid expenses and other assets | 21 | |||||
Deferred taxes | 65 | 38 | ||||
Total Current Assets | 319 | 441 | ||||
Other Assets: | ||||||
Notes receivable from subsidiaries | 6 | 2,016 | ||||
Long-term marketable securities | 8 | 13 | ||||
Investments in and advances to subsidiaries | 3,403 | 1,868 | ||||
Other assets | 37 | 33 | ||||
Debt issuance costs | 34 | 41 | ||||
Assets of discontinued operations | 3 | |||||
Total Assets | 3,807 | 4,415 | ||||
Current Liabilities: | ||||||
Accounts payable | 2 | |||||
Accrued liabilities: | ||||||
Payroll and related expenses | 2 | 2 | ||||
Self-insured claims and related expenses | 6 | |||||
Accrued interest payable | 34 | 52 | ||||
Other | 7 | 7 | ||||
Liabilities of discontinued operations | 9 | |||||
Current portion of long-term debt | 114 | 127 | ||||
Total Current Liabilities | 172 | 190 | ||||
Long-Term Debt | 2,962 | 3,812 | ||||
Other Long-Term Liabilities: | ||||||
Intercompany payable | 279 | 341 | ||||
Liabilities of discontinued operations | 3 | |||||
Other long-term obligations, primarily self-insured claims | 31 | 17 | ||||
Total Other Long-Term Liabilities | 310 | 361 | ||||
Total Shareholders' Equity | 362 | 52 | ||||
Total Liabilities and Shareholders' Equity | $3,807 | $4,415 | ||||
[1] | Assets of discontinued operations are not included in the business segment table. |
Schedule_I_The_Servicemaster_C3
Schedule I The Servicemaster Company (Parent) Condensed Financial Information (Condensed Statements of Cash Flows) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Condensed Financial Statements, Captions [Line Items] | |||
Cash and Cash Equivalents at Beginning of Period | $484 | $418 | $330 |
Net Cash Provided from Operating Activities from Continuing Operations | 253 | 208 | 104 |
Cash Flows from Investing Activities from Continuing Operations: | |||
Net Cash Used for Investing Activities from Continuing Operations | -56 | -70 | -85 |
Cash Flows from Financing Activities from Continuing Operations: | |||
Borrowings of debt | 1,825 | 1 | 1,350 |
Payments of debt | -2,698 | -53 | -1,326 |
Discount paid on issuance of debt | -18 | -12 | |
Debt issuance costs paid | -24 | -6 | -33 |
Contribution to TruGreen Holding Corporation | -35 | ||
Repurchase of common stock and RSU vesting | -6 | -16 | -11 |
Issuance of common stock | 679 | 8 | 6 |
Net Cash Used for Financing Activities from Continuing Operations | -277 | -78 | -14 |
Cash used for operating activities | -11 | 39 | 129 |
Net Cash Used for Discontinued Operations | -15 | 6 | 83 |
Cash Decrease During the Period | -95 | 66 | 88 |
Cash and Cash Equivalents at End of Period | 389 | 484 | 418 |
Holdings [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Cash and Cash Equivalents at Beginning of Period | 8 | 6 | 10 |
Net Cash Provided from Operating Activities from Continuing Operations | -3 | 1 | |
Cash Flows from Financing Activities from Continuing Operations: | |||
Borrowings of debt | 2 | 14 | |
Payments of debt | -16 | ||
Contribution (to Svm) from Holdings | -646 | ||
Repurchase of common stock and RSU vesting | -6 | -16 | -11 |
Issuance of common stock | 679 | 8 | 6 |
Net Cash Used for Financing Activities from Continuing Operations | 13 | 5 | -5 |
Cash Decrease During the Period | 13 | 2 | -4 |
Cash and Cash Equivalents at End of Period | 21 | 8 | 6 |
SvM [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Cash and Cash Equivalents at Beginning of Period | 401 | 317 | 232 |
Net Cash Provided from Operating Activities from Continuing Operations | -133 | -10 | 396 |
Cash Flows from Investing Activities from Continuing Operations: | |||
Notes receivable from affiliate | 14 | -14 | |
Net Cash Used for Investing Activities from Continuing Operations | 14 | -14 | |
Cash Flows from Financing Activities from Continuing Operations: | |||
Borrowings of debt | 1,825 | 1 | 1,350 |
Payments of debt | -2,676 | -26 | -1,314 |
Discount paid on issuance of debt | -18 | -12 | |
Debt issuance costs paid | -24 | -6 | -33 |
Contribution to TruGreen Holding Corporation | -35 | ||
Contribution (to Svm) from Holdings | 646 | ||
Net intercompany advances | 242 | 167 | -315 |
Net Cash Used for Financing Activities from Continuing Operations | -39 | 124 | -312 |
Cash used for operating activities | -10 | -16 | |
Net Cash Used for Discontinued Operations | -10 | -16 | |
Cash Decrease During the Period | -169 | 84 | 84 |
Cash and Cash Equivalents at End of Period | $232 | $401 | $317 |
Schedule_I_The_Servicemaster_C4
Schedule I The Servicemaster Company (Parent) Condensed Financial Information (Basis of Presentation) (Details) (SvM [Member]) | Dec. 31, 2014 |
SvM [Member] | |
Basis of Presentation | |
Percentage by which the restricted net assets of Parent's consolidated subsidiaries exceeds Parent's consolidated net assets | 25.00% |
Schedule_I_The_Servicemaster_C5
Schedule I The Servicemaster Company (Parent) Condensed Financial Information (Commitments, Contingencies and Dividends) (Details) (SvM [Member], USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
SvM [Member] | |||
Commitments, Contingencies and Dividends | |||
Cash dividends received from wholly owned subsidiaries | $61 | $25 | $516 |
Schedule_I_The_Servicemaster_C6
Schedule I The Servicemaster Company (Parent) Condensed Financial Information (Long-Term Debt) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 19, 2013 | Jul. 16, 2014 | Jul. 01, 2014 | ||
Long-term debt [Line Items] | |||||||
Less current portion | ($39,000,000) | ($39,000,000) | |||||
Total long-term debt | 3,017,000,000 | 3,867,000,000 | |||||
Future scheduled long-term debt payments | |||||||
31-Dec-15 | 114,000,000 | ||||||
31-Dec-16 | 18,000,000 | ||||||
31-Dec-17 | 18,000,000 | ||||||
31-Dec-18 | 98,000,000 | ||||||
31-Dec-19 | 18,000,000 | ||||||
SvM [Member] | |||||||
Long-term debt [Line Items] | |||||||
Less current portion | -114,000,000 | -127,000,000 | |||||
Total long-term debt | 2,962,000,000 | 3,812,000,000 | |||||
Interest rate (as a percent) | 5.00% | ||||||
Unamortized portion of premium received | 17,000,000 | ||||||
Maximum borrowing capacity | 14,000,000 | ||||||
Borrowings outstanding | 25,000,000 | ||||||
Notes Payable To Subsidiaries [Member] | SvM [Member] | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | 96,000,000 | 104,000,000 | |||||
Senior Secured Term Loan Facility Maturing In 2017 (Tranche B) | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | 991,000,000 | ||||||
Senior Secured Term Loan Facility Maturing In 2017 (Tranche B) | SvM [Member] | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | 991,000,000 | ||||||
Senior Secured Term Loan Facility Maturing In 2017 (Tranche C) | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | 1,198,000,000 | [1] | |||||
Unamortized portion of premium received | 10,000,000 | ||||||
Senior Secured Term Loan Facility Maturing In 2017 (Tranche C) | SvM [Member] | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | 1,198,000,000 | [1] | |||||
Unamortized portion of premium received | 10,000,000 | ||||||
Senior Secured Term Loan Facility Maturing In 2021 [Member] | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | 1,803,000,000 | [2] | |||||
Unamortized portion of premium received | 17,000,000 | ||||||
Senior Secured Term Loan Facility Maturing In 2021 [Member] | SvM [Member] | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | 1,803,000,000 | [2] | |||||
7% 2020 Notes [Member] | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | 488,000,000 | 750,000,000 | |||||
Interest rate (as a percent) | 7.00% | ||||||
Repayment of principal amount | 263,000,000 | ||||||
7% 2020 Notes [Member] | SvM [Member] | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | 488,000,000 | 750,000,000 | |||||
8% 2020 Notes [Member] | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | 391,000,000 | [3] | 602,000,000 | [3] | |||
Interest rate (as a percent) | 8.00% | ||||||
Unamortized portion of premium received | -1,000,000 | -2,000,000 | |||||
Repayment of principal amount | 100,000,000 | 210,000,000 | |||||
8% 2020 Notes [Member] | SvM [Member] | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | 391,000,000 | [3] | 602,000,000 | [3] | |||
Unamortized portion of premium received | -1,000,000 | -2,000,000 | |||||
Repayment of principal amount | 100,000,000 | ||||||
Revolving Credit Facility Maturing In 2019 [Member] | |||||||
Long-term debt [Line Items] | |||||||
Maximum borrowing capacity | 300,000,000 | ||||||
7.10% Maturing 2018, 7.45% Maturing 2027, 7.25% Maturing 2038 [Member] | |||||||
Long-term debt [Line Items] | |||||||
Unamortized portion of premium received | 59,000,000 | 64,000,000 | |||||
7.10% Maturing 2018, 7.45% Maturing 2027, 7.25% Maturing 2038 [Member] | SvM [Member] | |||||||
Long-term debt [Line Items] | |||||||
Unamortized portion of premium received | 59,000,000 | 64,000,000 | |||||
7.10% Notes Maturing In 2018 [Member] | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | 73,000,000 | [4] | 71,000,000 | [4] | |||
7.10% Notes Maturing In 2018 [Member] | SvM [Member] | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | 73,000,000 | [4] | 71,000,000 | [4] | |||
7.45% Notes Maturing In 2027 [Member] | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | 161,000,000 | [4] | 159,000,000 | [4] | |||
7.45% Notes Maturing In 2027 [Member] | SvM [Member] | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | 161,000,000 | [4] | 159,000,000 | [4] | |||
7.25% Notes Maturing In 2038 [Member] | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | 64,000,000 | [4] | 63,000,000 | [4] | |||
7.25% Notes Maturing In 2038 [Member] | SvM [Member] | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | 64,000,000 | [4] | 63,000,000 | [4] | |||
Other [Member] | |||||||
Long-term debt [Line Items] | |||||||
Long-term debt | $37,000,000 | $40,000,000 | |||||
[1] | As of DecemberB 31, 2013, presented net of $10B million in unamortized original issue discount paid as part of the 2013 amendment to the Old Term Facilities. | ||||||
[2] | As of December 31, 2014, presented net of $17 million in unamortized original issue discount paid as part of the Term Loan Facility as described below under b--Refinancing of Indebtedness.b | ||||||
[3] | As of December 31, 2014 and 2013, includes $1 million and $2B million, respectively, in unamortized premium received on the sale of $100B million aggregate principal amount of such notes. | ||||||
[4] | As of DecemberB 31, 2014 and 2013, collectively presented net of $59 million and $64 million, respectively, of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates shown above. |
Schedule_II_Valuation_And_Qual1
Schedule II Valuation And Qualifying Accounts (Details) (USD $) | 12 Months Ended | ||||||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Allowance For Doubtful Accounts, Accounts Receivable [Member] | |||||||
Allowance for doubtful accounts | |||||||
Balance at Beginning of Period | $22 | $20 | $16 | ||||
Additions Charged to Costs and Expenses | 34 | 36 | 35 | ||||
Deductions | 34 | [1] | 34 | [1] | 31 | [1] | |
Balance at End of Period | 22 | 22 | 20 | ||||
Allowance For Doubtful Accounts, Notes Feceivable [Member] | |||||||
Allowance for doubtful accounts | |||||||
Balance at Beginning of Period | 4 | 3 | 2 | ||||
Additions Charged to Costs and Expenses | 1 | 1 | |||||
Deductions | 1 | [1] | |||||
Balance at End of Period | 3 | 4 | 3 | ||||
Income Tax Valuation Allowance [Member] | |||||||
Allowance for doubtful accounts | |||||||
Balance at Beginning of Period | 7 | 6 | 6 | ||||
Additions Charged to Costs and Expenses | 1 | 2 | |||||
Deductions | 1 | [1] | |||||
Balance at End of Period | $7 | $7 | $6 | ||||
[1] | Deductions in the allowance for doubtful accounts for accounts and notes receivable reflect write-offs of uncollectible accounts. Deductions for the income tax valuation allowance in 2014 are primarily attributable to the reduction of net operating loss carryforwards related to their expiration. Deductions for the income tax valuation allowance in 2013 are primarily attributable to the reduction of net operating loss carryforwards related to their expiration. Deductions for the income tax valuation allowance in 2012 are primarily attributable to the reduction of net operating loss carryforwards related to the dissolution of certain subsidiaries. |