Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | SERVICEMASTER GLOBAL HOLDINGS INC | |
Entity Central Index Key | 1,428,875 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 135,195,492 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Revenue | $ 716 | $ 683 | $ 1,288 | $ 1,216 | |
Cost of services rendered and products sold | 365 | 351 | 668 | 639 | |
Selling and administrative expenses | 182 | 178 | 334 | 329 | |
Amortization expense | 12 | 14 | 25 | 27 | |
Impairment of software and other related costs | (1) | 47 | |||
Restructuring charges | 0 | 1 | 2 | 6 | |
Gain on sale of Merry Maids branches | (2) | (3) | |||
Interest expense | 42 | 61 | 88 | 122 | |
Interest and net investment income | (7) | (1) | (7) | (7) | |
Loss on extinguishment of debt | 14 | 27 | |||
Income from Continuing Operations before Income Taxes | 109 | 80 | 154 | 53 | |
Provision for income taxes | 42 | 38 | 59 | 29 | |
Income from Continuing Operations | 67 | 42 | 95 | 24 | |
Loss from discontinued operations, net of income taxes | [1] | (2) | (1) | (97) | |
Net Income (Loss) | 67 | 40 | 94 | (73) | |
Total Comprehensive Income (Loss) | $ 65 | $ 42 | $ 88 | $ (74) | |
Weighted average common shares outstanding - Basic | 134.9 | 91.9 | 134.7 | 91.8 | |
Weighted-average common shares outstanding - Diluted | 136.5 | 92.2 | 136.3 | 92.1 | |
Basic Earnings (Loss) Per Share: | |||||
Income from Continuing Operations (in dollars per share) | $ 0.50 | $ 0.46 | $ 0.71 | $ 0.26 | |
Loss from discontinued operations, net of income taxes (in dollars per share) | (0.02) | (0.01) | (1.06) | ||
Net Income (Loss) (in dollars per share) | 0.49 | 0.44 | 0.70 | (0.79) | |
Diluted Earnings (Loss) Per Share: | |||||
Income from Continuing Operations (in dollars per share) | 0.49 | 0.46 | 0.70 | 0.26 | |
Loss from discontinued operations, net of income taxes (in dollars per share) | (0.02) | (0.01) | (1.05) | ||
Net Income (Loss) (in dollars per share) | $ 0.49 | $ 0.44 | $ 0.69 | $ (0.79) | |
SvM [Member] | |||||
Revenue | $ 716 | $ 683 | $ 1,288 | $ 1,216 | |
Cost of services rendered and products sold | 365 | 351 | 668 | 639 | |
Selling and administrative expenses | 182 | 177 | 334 | 328 | |
Amortization expense | 12 | 14 | 25 | 27 | |
Impairment of software and other related costs | (1) | 47 | |||
Restructuring charges | 1 | 2 | 6 | ||
Gain on sale of Merry Maids branches | (2) | (3) | |||
Interest expense | 42 | 61 | 88 | 122 | |
Interest and net investment income | (7) | (1) | (7) | (7) | |
Loss on extinguishment of debt | 14 | 27 | |||
Income from Continuing Operations before Income Taxes | 109 | 81 | 154 | 54 | |
Provision for income taxes | 42 | 38 | 59 | 29 | |
Income from Continuing Operations | 67 | 43 | 95 | 25 | |
Loss from discontinued operations, net of income taxes | (2) | (1) | (97) | ||
Net Income (Loss) | 67 | 41 | 94 | (72) | |
Total Comprehensive Income (Loss) | $ 65 | $ 43 | $ 88 | $ (74) | |
[1] | In the six months ended June 30, 2014, the Company recorded a pre-tax non-cash impairment charge of $139 million ($84 million, net of tax) associated with the trade name at its former TruGreen business, which is reported in Loss from discontinued operations, net of income taxes. |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Financial Position - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 361 | $ 389 |
Marketable securities | 23 | 19 |
Receivables, less allowances of $25 and $25, respectively | 476 | 441 |
Inventories | 40 | 42 |
Prepaid expenses and other assets | 50 | 44 |
Deferred customer acquisition costs | 34 | 35 |
Deferred taxes | 66 | 76 |
Total Current Assets | 1,049 | 1,044 |
Property and Equipment: | ||
At cost | 392 | 369 |
Less: accumulated depreciation | (253) | (233) |
Net Property and Equipment | 139 | 136 |
Other Assets: | ||
Goodwill | 2,080 | 2,069 |
Intangible assets, primarily trade names, service marks and trademarks, net | 1,677 | 1,696 |
Notes receivable | 30 | 26 |
Long-term marketable securities | 61 | 88 |
Other assets | 43 | 41 |
Debt issuance costs | 28 | 34 |
Total Assets | 5,108 | 5,134 |
Current Liabilities: | ||
Accounts payable | 116 | 84 |
Accrued liabilities: | ||
Payroll and related expenses | 61 | 82 |
Self-insured claims and related expenses | 119 | 92 |
Accrued interest payable | 22 | 34 |
Other | 67 | 51 |
Deferred revenue | 541 | 514 |
Liabilities of discontinued operations | 4 | 9 |
Current portion of long-term debt | 41 | 39 |
Total Current Liabilities | 972 | 905 |
Long-Term Debt | 2,797 | 3,017 |
Other Long-Term Liabilities: | ||
Deferred taxes | 717 | 715 |
Other long-term obligations, primarily self-insured claims | $ 149 | $ 138 |
Commitments and Contingencies (See Note 4) | ||
Shareholders' Equity: | ||
Common stock $0.01 par value (authorized 2,000,000,000 shares with 142,787,730 shares issued and 135,146,287 outstanding at June 30, 2015 and 141,731,682 shares issued and 134,092,335 outstanding at December 31, 2014) | $ 2 | $ 2 |
Additional paid-in capital | 2,234 | 2,207 |
Retained deficit | (1,626) | (1,720) |
Accumulated other comprehensive loss | (15) | (8) |
Less common stock held in treasury, at cost (7,641,443 shares at June 30, 2015 and 7,639,347 shares at December 31, 2014) | (122) | (122) |
Total Shareholders' Equity | 473 | 359 |
Total Liabilities and Shareholders' Equity | 5,108 | 5,134 |
SvM [Member] | ||
Current Assets: | ||
Cash and cash equivalents | 348 | 368 |
Marketable securities | 23 | 19 |
Receivables, less allowances of $25 and $25, respectively | 476 | 441 |
Inventories | 40 | 42 |
Prepaid expenses and other assets | 50 | 44 |
Deferred customer acquisition costs | 34 | 35 |
Deferred taxes | 77 | 97 |
Total Current Assets | 1,048 | 1,045 |
Property and Equipment: | ||
At cost | 392 | 369 |
Less: accumulated depreciation | (253) | (233) |
Net Property and Equipment | 139 | 136 |
Other Assets: | ||
Goodwill | 2,080 | 2,069 |
Intangible assets, primarily trade names, service marks and trademarks, net | 1,677 | 1,696 |
Notes receivable | 30 | 26 |
Long-term marketable securities | 61 | 88 |
Other assets | 43 | 41 |
Debt issuance costs | 28 | 34 |
Total Assets | 5,107 | 5,135 |
Current Liabilities: | ||
Accounts payable | 116 | 84 |
Accrued liabilities: | ||
Payroll and related expenses | 60 | 80 |
Self-insured claims and related expenses | 119 | 92 |
Accrued interest payable | 22 | 34 |
Other | 57 | 51 |
Deferred revenue | 541 | 514 |
Liabilities of discontinued operations | 4 | 9 |
Current portion of long-term debt | 41 | 39 |
Total Current Liabilities | 961 | 902 |
Long-Term Debt | 2,797 | 3,017 |
Other Long-Term Liabilities: | ||
Deferred taxes | 716 | 715 |
Other long-term obligations, primarily self-insured claims | 149 | 138 |
Total Other Long-Term Liabilities | $ 865 | $ 853 |
Commitments and Contingencies (See Note 4) | ||
Shareholders' Equity: | ||
Additional paid-in capital | $ 2,164 | $ 2,129 |
Retained deficit | (1,665) | (1,759) |
Accumulated other comprehensive loss | (15) | (8) |
Total Shareholders' Equity | 484 | 362 |
Total Liabilities and Shareholders' Equity | $ 5,107 | $ 5,135 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Financial Position (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Condensed Consolidated Statements of Financial Position | ||
Allowance for receivables (in dollars) | $ 25 | $ 25 |
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) | 142,787,730 | 141,731,682 |
Common stock, shares outstanding (in shares) | 135,146,287 | 134,092,335 |
Treasury stock (in shares) | 7,641,443 | 7,639,347 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | ||
Cash and Cash Equivalents at Beginning of Period | $ 389 | $ 484 | |
Cash Flows from Operating Activities from Continuing Operations: | |||
Net Income (Loss) | 94 | (73) | |
Adjustments to reconcile net loss to net cash provided from operating activities: | |||
Loss from discontinued operations, net of income taxes | [1] | 1 | 97 |
Depreciation expense | 23 | 24 | |
Amortization expense | 25 | 27 | |
Amortization of debt issuance costs | 3 | 5 | |
Impairment of software and other related costs | 47 | ||
Gain on sale of Merry Maids branches | (3) | ||
Loss on extinguishment of debt | 27 | ||
Call premium paid on retirement of debt | (23) | ||
Deferred income tax provision | 23 | 22 | |
Stock-based compensation expense | 5 | 3 | |
Excess tax benefits from stock-based compensation | (10) | ||
Gain on sales of marketable securities | (6) | (4) | |
Other | 4 | 1 | |
Change in working capital, net of acquisitions: | |||
Receivables | (31) | (29) | |
Inventories and other current assets | (3) | (20) | |
Accounts payable | 35 | 14 | |
Deferred revenue | 28 | 27 | |
Accrued liabilities | 5 | 16 | |
Accrued interest payable | (12) | (4) | |
Accrued restructuring charges | (3) | 1 | |
Current income taxes | 29 | (3) | |
Net Cash Provided from Operating Activities from Continuing Operations | 210 | 149 | |
Cash Flows from Investing Activities from Continuing Operations: | |||
Property additions | (20) | (26) | |
Sale of equipment and other assets | 4 | 1 | |
Other business acquisitions, net of cash acquired | (19) | (41) | |
Notes receivable, financial investments and securities, net | 15 | 30 | |
Net Cash Used for Investing Activities from Continuing Operations | (20) | (36) | |
Cash Flows from Financing Activities from Continuing Operations: | |||
Borrowings of debt | 178 | ||
Payments of debt | (411) | (22) | |
Debt issuance costs paid | (2) | ||
Contribution to TruGreen Holding Corporation | (35) | ||
Repurchase of common stock and RSU vesting | (4) | ||
Issuance of common stock | 13 | 7 | |
Excess tax benefits from stock-based compensation | 10 | ||
Net Cash Used for Financing Activities from Continuing Operations | (213) | (54) | |
Cash Flows from Discontinued Operations: | |||
Cash used for operating activities | (6) | (10) | |
Cash used for investing activities | (2) | ||
Cash used for financing activities | (3) | ||
Net Cash Used for Discontinued Operations | (6) | (15) | |
Cash Decrease During the Period | (28) | 44 | |
Cash and Cash Equivalents at End of Period | 361 | 528 | |
SvM [Member] | |||
Cash and Cash Equivalents at Beginning of Period | 368 | 476 | |
Cash Flows from Operating Activities from Continuing Operations: | |||
Net Income (Loss) | 94 | (72) | |
Adjustments to reconcile net loss to net cash provided from operating activities: | |||
Loss from discontinued operations, net of income taxes | 1 | 97 | |
Depreciation expense | 23 | 24 | |
Amortization expense | 25 | 27 | |
Amortization of debt issuance costs | 3 | 5 | |
Impairment of software and other related costs | 47 | ||
Gain on sale of Merry Maids branches | (3) | ||
Loss on extinguishment of debt | 27 | ||
Call premium paid on retirement of debt | (23) | ||
Deferred income tax provision | 33 | 23 | |
Stock-based compensation expense | 5 | 3 | |
Excess tax benefits from stock-based compensation | (10) | ||
Gain on sales of marketable securities | (6) | (4) | |
Other | 4 | ||
Change in working capital, net of acquisitions: | |||
Receivables | (31) | (32) | |
Inventories and other current assets | (3) | (15) | |
Accounts payable | 35 | 14 | |
Deferred revenue | 28 | 27 | |
Accrued liabilities | 6 | 13 | |
Accrued interest payable | (12) | (4) | |
Accrued restructuring charges | (3) | 1 | |
Current income taxes | 18 | (3) | |
Net Cash Provided from Operating Activities from Continuing Operations | 211 | 149 | |
Cash Flows from Investing Activities from Continuing Operations: | |||
Property additions | (20) | (26) | |
Sale of equipment and other assets | 4 | 1 | |
Other business acquisitions, net of cash acquired | (19) | (41) | |
Notes receivable, financial investments and securities, net | 15 | 30 | |
Notes receivable from affiliate | (2) | ||
Net Cash Used for Investing Activities from Continuing Operations | (20) | (38) | |
Cash Flows from Financing Activities from Continuing Operations: | |||
Borrowings of debt | 178 | ||
Payments of debt | (411) | (22) | |
Debt issuance costs paid | (2) | ||
Contribution to TruGreen Holding Corporation | (35) | ||
Contribution from Holdings | 20 | ||
Excess tax benefits from stock-based compensation | 10 | ||
Net Cash Used for Financing Activities from Continuing Operations | (205) | (57) | |
Cash Flows from Discontinued Operations: | |||
Cash used for operating activities | (6) | (10) | |
Cash used for investing activities | (2) | ||
Cash used for financing activities | (3) | ||
Net Cash Used for Discontinued Operations | (6) | (15) | |
Cash Decrease During the Period | (19) | 39 | |
Cash and Cash Equivalents at End of Period | $ 348 | $ 515 | |
[1] | In the six months ended June 30, 2014, the Company recorded a pre-tax non-cash impairment charge of $139 million ($84 million, net of tax) associated with the trade name at its former TruGreen business, which is reported in Loss from discontinued operations, net of income taxes. |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation The unaudited condensed 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 unaudited condensed 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. The unaudited condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company recommends that the quarterly unaudited condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the SEC (the “2014 Form 10-K”). The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of operations for any interim period are not indicative of the results that might be achieved for a full year. 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. Secondary Public Offerings 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. On May 27, 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 20,000,000 shares of common stock and an additional 3,000,000 shares of common stock sold to the underwriters pursuant to an option to purchase additional shares. On June 2, 2015, the selling stockholders completed the offering of 20,000,000 shares of common stock at a price of $34.00 per share. On June 12, 2015, the selling stockholders completed the offering of an additional 3,000,000 shares of common stock at a price of $34.00 per share pursuant to the underwriters’ option to purchase additional shares. Holdings did not receive any of the proceeds from the aggregate 51,750,000 shares of common stock sold by the selling stockholders. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies The preparation of the unaudited condensed 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 2015, there have been 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 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 include 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 the adjustments are 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 five p ercent 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 $19 million for each of the three month periods ended June 30, 2015 and 2014 and $36 million for each of the six month periods ended June 30, 2015 and 2014. The portion of total franchise fee income related to initial fees received from the sale of franchises was immaterial to the Company’s condensed consolidated financial statements for all periods. Revenues are presented net of sales taxes collected and remitted to government taxing authorities on the condensed consolidated statements of operations and comprehensive income (loss). The Company had $541 million and $514 million of deferred revenue as of June 30, 2015 and December 31, 2014, 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 $34 million and $35 million as of June 30, 2015 and December 31, 2014, 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 condensed consolidated statements of financial position. 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 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. Depreciation of property and equipment, including depreciation of assets held under capital leases, was $11 million and $12 million for the three months ended June 30, 2015 and 2014, respectively, and $23 million and $24 million for the six months ended June 30, 2015 and 2014, respectively. The Company recorded an impairment charge of $47 million ( $28 million, net of tax) in the six months ended June 30, 2014 relating to its decision in the first quarter of 2014 to abandon its efforts to deploy a new operating system at American Home Shield. This impairment represented an adjustment of the carrying value of the asset to its estimated fair value of zero on a non-recurring basis. The Company’s goodwill is assigned to four reporting units: Terminix, American Home Shield, ServiceMaster Clean and Merry Maids. The October 1, 2014 estimated fair values for all reporting units except Merry Maids were significantly in excess of their respective carrying values. The estimated fair value of the Merry Maids reporting unit exceeded its carrying value by 3 percent. As of October 1, 2014, the Company has assigned $54 million of the Company’s goodwill to the Merry Maids reporting unit. Key assumptions in determining the estimated fair value of the Merry Maids reporting unit include the assumed discount rate and expected future cash flows. Any increase in the assumed discount rate, decrease in expected future cash flows or adverse changes in any of the other assumptions used in the impairment test would result in a decline in the estimated fair value of the Merry Maids reporting unit and 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 the ServiceMaster Acceptance Company Limited Partnership (“SMAC”), our financing subsidiary exclusively dedicated to providing financing to our franchisees and retail customers of our operating units. The payments 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 June 30, 2015, the total net assets subject to these third-party restrictions was $179 million. None of the Company’s subsidiaries are obligated to make funds available to the Company through the payment of dividends. Fair Value of Financial Instruments and Credit Risk See Note 16 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, certificates of deposit 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 the issuer 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 6 to our condensed consolidated financial statements. Holdings’ board of directors and our 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 and restricted stock units (“RSUs”) are reflected in diluted net income (loss) per share by applying the treasury stock method. See Note 17 to our condensed consolidated financial statements. Newly Issued Accounting Statements and Positions In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adoption of this standard did not have a material impact on the Company’s condensed 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 must be applied using either the retrospective or cumulative effect transition method and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted for fiscal years, and interim period within those years, beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” to change the presentation of debt issuance costs in financial statements as part of the FASB’s simplification initiative. Under current guidance, an entity reports debt issuance costs in the balance sheet as deferred charges (i.e., as an asset). The ASU specifies that now “debt issuance costs related to a note shall be reported in the balance sheet as a direct deduction from the face amount of that note” and that “amortization of debt issuance costs also shall be reported as interest expense.” The amendments in ASU 2015-03 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The adoption of ASU 2015-03 will result in the retrospective presentation of debt issuance costs as a direct deduction from the face amount of that note instead of the current presentation as an asset for each of the balance sheet periods presented. The Company currently reports the amortization of debt issuance costs as interest expense. |
Restructuring Charges
Restructuring Charges | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring Charges [Abstract] | |
Restructuring Charges | Note 3. Restructuring Charges The Company incurred restructuring charges of $1 million ( $1 million, net of tax) for the three months ended June 30, 2014, and $2 million ($1 million, net of tax) and $6 million ($3 million, net of tax) for the six months ended June 30, 2015 and 2014, respectively. There were no restructuring charges recorded in the three months ended June 30, 2015. Restructuring charges were comprised of the following: Three Months Ended Six Months Ended June 30, June 30, (In millions) 2015 2014 2015 2014 Terminix branch optimization (1) $ — $ $ $ Franchise services group reorganization (2) — — — Corporate (3) — — — Total restructuring charges $ — $ $ $ ___________________________________ (1) For the three months ended June 30, 2014, these charges included lease termination costs. For the six months ended June 30, 2015 and 2014, these charges included lease termination and severance costs. (2) For the six months ended June 30, 2015, 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 six months ended June 30, 2014, these charges included professional fees of $1 million and severance and other costs of $3 million. The pretax charges discussed above are reported in Restructuring charges in the condensed consolidated statements of operations and comprehensive income (loss). A reconciliation of the beginning and ending balances of accrued restructuring charges, which are included in Accrued liabilities—Other on the condensed consolidated statements of financial position, is presented as follows: Accrued Restructuring (In millions) Charges Balance as of December 31, 2014 $ Costs incurred Costs paid or otherwise settled Balance as of June 30, 2015 $ |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 4. Commitments and Contingencies 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 include 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 condensed consolidated statements of financial position, net of reinsurance recoverables, which are included in Prepaid expenses and other assets and Other assets on the condensed consolidated statements of financial position, is presented as follows: Accrued Self-insured (In millions) Claims, Net Balance as of December 31, 2014 $ Provision for self-insured claims Cash payments Balance as of June 30, 2015 $ Balance as of December 31, 2013 $ Provision for self-insured claims Cash payments Balance as of June 30, 2014 $ 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. On March 25, 2015, the Company was informed that the United States Department of Justice initiated a criminal investigation into allegations that a local Terminix branch used methyl bromide as a fumigant at a resort in St. John, U.S. Virgin Islands, resulting in serious injuries to four members of a family vacationing there. The U.S. Virgin Islands Department of Planning and Natural Resources is also investigating the matter, as is the United States Environmental Protection Agency (the “EPA”). The EPA has also requested information concerning the possible distribution, sale or use of methyl bromide in Puerto Rico. The extent of potential fines and other sanctions that the federal and local governmental authorities may impose, and the impact of any judicial, administrative or regulatory proceedings or other issues resulting from or related to the incident, including claims by third parties, investigation costs and reputational harm, is not currently known. The Company is in the process of investigating this matter and is fully cooperating with all relevant governmental authorities. In the six months ended June 30, 2015, the Company recorded a charge of $3 million in connection with unasserted civil claims related to the foregoing matter, an amount equal to the Company’s insurance deductible under its general liability insurance program. The range of any potential criminal or other penalties or governmental fines or sanctions is not currently known or reasonably estimable. In addition to the matter discussed above, 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. Subject to the paragraph above, 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. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | Note 5. 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 in the three and six months ended June 30, 2015 and 2014. There were no accumulated impairment losses recorded in continuing operations as of June 30, 2015. 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, 2014 $ $ $ $ Acquisitions — — Disposals — — Other (1) — — Balance as of June 30, 2015 $ $ $ $ ___________________________________ (1) Reflects the impact of foreign exchange rates. The table below summarizes the other intangible asset balances for continuing operations: Estimated Remaining As of June 30, 2015 As of December 31, 2014 Useful Lives Accumulated Accumulated (In millions) (Years) Gross Amortization Net Gross Amortization Net Trade names (1) N/A $ $ — $ $ $ — $ Customer relationships 3 - 10 Franchise agreements 20 - 25 Other 4 - 30 Total $ $ $ $ $ $ ___________________________________ (1) Not subject to amortization. For the existing intangible assets, the Company anticipates amortization expense for the remainder of 2015 and each of the next five years of $11 million, $16 million, $12 million, $8 million, $4 million and $3 million, respectively. In the six months ended June 30, 2014 , the Company recorded a pre-tax non-cash impairment charge of $139 million ( $84 million, net of tax) associated with the trade name at its former TruGreen business, which is reported in Loss from discontinued operations, net of income taxes. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2015 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Note 6. Stock-Based Compensation For the three months ended June 30, 2015 and 2014, the Company recognized stock-based compensation expense of $2 million ( $2 million, net of tax) and $1 million ( $1 million, net of tax), respectively. For the six months ended June 30, 2015 and 2014, the Company recognized stock-based compensation expense of $5 million ($3 million, net of tax) and $3 million ($2 million, net of tax), respectively. As of June 30, 2015, there was $24 million of total unrecognized compensation costs related to non-vested stock options and RSUs granted under the Amended and Restated ServiceMaster Global Holdings, Inc. Stock Incentive Plan (“MSIP”) and Omnibus Incentive Plan. These remaining costs are expected to be recognized over a weighted-average period of 2.49 years. On February 24, 2015, Holdings’ board of directors approved and recommended for approval by Holdings’ stockholders the ServiceMaster Global Holdings, Inc. Employee Stock Purchase Plan (the "Employee Stock Purchase Plan"), which will be effective for periods commencing July 1, 2015. The Employee Stock Purchase Plan is intended to qualify for the favorable tax treatment under Section 423 of the Internal Revenue Code of 1986. Under the plan, eligible employees of the Company may purchase common stock, subject to Internal Revenue Service limits, during pre-specified offering periods at a discount established by the Company not to exceed 10 percent of the then-current fair market value. On April 27, 2015, Holdings’ stockholders approved the Employee Stock Purchase Plan with a maximum of one million shares of common stock authorized for sale under the plan. |
Comprehensive Income (Loss)
Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2015 | |
Comprehensive Income (Loss) [Abstract] | |
Comprehensive Income (Loss) | Note 7. 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 condensed consolidated statements of operations and comprehensive income (loss). The following tables summarize the activity in accumulated other comprehensive income (loss), net of the related tax effects. Unrealized Gains on Unrealized Available Foreign Losses on -for-Sale Currency (In millions) Derivatives Securities Translation Total Balance as of December 31, 2014 $ $ $ $ Other comprehensive loss before reclassifications: Pre-tax amount — Tax benefit — — After-tax amount — Amounts reclassified from accumulated other comprehensive income (1) — Net current period other comprehensive loss Balance as of June 30, 2015 $ $ $ $ Balance as of December 31, 2013 $ — $ $ — $ Other comprehensive income before reclassifications: Pre-tax amount — — Tax provision — — After-tax amount — — Amounts reclassified from accumulated other comprehensive income (1) — — Net current period other comprehensive loss — — Spin-off of the former TruGreen business — — Balance as of June 30, 2014 $ — $ $ $ ___________________________________ (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 Three Months Ended Six Months Ended Condensed Consolidated Statements of June 30, June 30, Operations and Comprehensive Income (Loss) (In millions) 2015 2014 2015 2014 Location Losses on derivatives: Fuel swap contracts $ $ — $ $ — Cost of services rendered and products sold Interest rate swap contracts — — Interest expense Net losses on derivatives — — Impact of income taxes — — Provision for income taxes Total reclassifications related to derivatives $ $ — $ $ — Gains on available-for-sale securities $ $ — $ $ Interest and net investment income Impact of income taxes — Provision for income taxes Total reclassifications related to securities $ $ — $ $ Total reclassifications for the period $ $ — $ $ |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 6 Months Ended |
Jun. 30, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Note 8. Supplemental Cash Flow Information Supplemental information relating to the condensed consolidated statements of cash flows is presented in the following table: Six Months Ended June 30, (In millions) 2015 2014 Cash paid for or (received from): Interest expense $ $ Interest and dividend income Income taxes, net of refunds The Company acquired $ 9 million and $8 million of property and equipment through capital leases and other non-cash financing transactions in each of the six month periods ended June 30, 2015 and 2014, respectively, which have been excluded from the condensed consolidated statements of cash flows as non-cash investing and financing activities. |
Cash and Marketable Securities
Cash and Marketable Securities | 6 Months Ended |
Jun. 30, 2015 | |
Cash and Marketable Securities [Abstract] | |
Cash and Marketable Securities | Note 9. 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 condensed consolidated statements of financial position. As of June 30, 2015 and December 31, 2014, 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 are as follows: Gross Gross Amortized Unrealized Unrealized Fair (In millions) Cost Gains Losses Value Available-for-sale and trading securities, June 30, 2015: Debt securities $ $ $ — $ Equity securities Total securities $ $ $ $ Available-for-sale and trading securities, December 31, 2014: Debt securities $ $ $ — $ Equity securities Total securities $ $ $ $ There were no unrealized losses which had been in a loss position for more than one year as of June 30, 2015 and December 31, 2014. The aggregate fair value of the investments with unrealized losses was $27 million and $29 million as of June 30, 2015 and December 31, 2014, 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 three and six months ended June 30, 2015 and 2014. Three Months Ended Six Months Ended June 30, June 30, (In millions) 2015 2014 2015 2014 Proceeds from sale of securities $ $ $ $ Gross realized gains, pre-tax — Gross realized gains, net of tax — Gross realized losses, pre-tax — — — Gross realized losses, net of tax — — — — |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2015 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | Note 10. Long-Term Debt Long-term debt is summarized in the following table: As of As of June 30, December 31, (In millions) 2015 2014 Senior secured term loan facility maturing in 2021 (1) 7.00% senior notes maturing in 2020 8.00% senior notes maturing in 2020 (2) — Revolving credit facility maturing in 2019 — — 7.10% notes maturing in 2018 (3) 7.45% notes maturing in 2027 (3) 7.25% notes maturing in 2038 (3) Vehicle capital leases (4) Other Less current portion Total long-term debt $ $ ___________________________________ (1) As of June 30, 2015 and December 31, 2014, presented net of $16 million and $17 million, respectively, in unamortized original issue discount. (2) As of December 31, 2014, includes $1 million in unamortized premium received on the sale of $100 million aggregate principal amount of such notes. (3) As of June 30, 2015 and December 31, 2014, collectively presented net of $56 million and $59 million, respectively, of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates shown above. (4) SvM has entered into a fleet management services agreement (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. Refinancing of Indebtedness On February 17, 2015, SvM redeemed $190 million in aggregate principal amount of its outstanding 8 percent senior notes due February 15, 2020 (the “8% 2020 Notes”) at a redemption price of 106.0% of the principal amount using available cash. In connection with the partial redemption, we recorded a loss on extinguishment of debt of $13 million in the six months ended June 30, 2015, which includes a pre-payment premium of $11 million and the write-off of $2 million of debt issuance costs. On April 1, 2015, SvM entered into a first amendment (the “First Term Loan Amendment”) which amends the Credit Agreement governing SvM’s $1,825 million term loan facility maturing July 1, 2021 (the “Term Loan Facility”) and $300 million revolving credit facility maturing July 1, 2019 (the “Revolving Credit Facility”) (together with the Term Loan Facility, the “Credit Facilities”). The First Term Loan Amendment provides for incremental term loans (the “Incremental Term Loans”) under the Term Loan Facility in an aggregate principal amount of $175 million. On April 1, 2015, SvM used the net proceeds from the Incremental Term Loans, together with cash on hand, to redeem the remaining outstanding $200 million in aggregate principal amount of its 8% 2020 Notes at a redemption price of 106.0% of the principal amount. In connection with the redemption, we recorded a loss on extinguishment of debt of $14 million in the three and six months ended June 30, 2015, which includes a pre ‑payment premium of $12 million and the write ‑off of $2 million of debt issuance costs. On July 16, 2015, SvM issued a notice of conditional redemption to redeem the remaining outstanding $488 million in aggregate principal amount of its outstanding 7 percent senior notes due August 15, 2020 (the “7% 2020 Notes”) at a redemption price of 105.25% of the principal amount thereof on August 17, 2015, assuming the conditions are satisfied on or prior to August 17, 2015. SvM intends to fund the redemption using a combination of cash and approximately $ 400 million of incremental term loan borrowings under its Term Loan Facility for which it is seeking commitments . In connection with the redemption, we expect to record a loss on extinguishment of debt of approximately $31 million in the three months ended September 30, 2015, which includes a pre-payment premium of approximately $25 million and the write-off of approximately $6 million in debt issuance costs. No assurances can be given that this transaction will be completed. Interest Rate Swaps Interest rate swap agreements in effect as of June 30, 2015 are as follows: Trade Date Effective Date Expiration Date Notional Amount Fixed Rate(1) Floating Rate July 23, 2014 August 1, 2014 July 31, 2018 300,000 1.786 % One month LIBOR July 23, 2014 March 1, 2015 July 31, 2018 400,000 1.927 % One month LIBOR (1) Before the application of the applicable borrowing margin. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2015 | |
Acquisitions [Abstract] | |
Acquisitions | Note 11. 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 condensed 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. During the six months ended June 30, 2015, the Company completed several pest control and termite acquisitions. The total purchase price for these acquisitions was $23 million. The Company recorded goodwill of $16 million and other intangibles of $6 million related to these acquisitions. On February 28, 2014, the Company acquired Home Security of America, Inc. (“HSA”), based in Madison, Wisconsin. The total purchase price for this acquisition was $32 million. T he Company recorded goodwill of $34 million and other intangibles of $18 million related to this acquisition. During the six months ended June 30, 2014, the Company completed several pest control, termite and franchise acquisitions. The total purchase price for these acquisitions was $12 million. The Company recorded goodwill of $8 million and other intangibles of $4 million related to these acquisitions. Supplemental cash flow information regarding the Company’s acquisitions is as follows: Six Months Ended June 30, (In millions) 2015 2014 Assets acquired $ $ Liabilities assumed — Net assets acquired $ $ Net cash paid $ $ Seller financed debt Purchase price $ $ |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | Note 12. Discontinued Operations Loss from discontinued operations, net of income taxes, for all periods presented includes the operating results of the previously sold businesses. The operating results of discontinued operations are as follows: Three Months Ended Six Months Ended June 30, June 30, (In millions) 2015 2014 2015 2014 Revenue $ — $ — $ — $ Cost of services rendered and products sold — — — Selling and administrative expenses Goodwill and trade name impairment (1) — — — Restructuring charges — — — Loss before income taxes (1) Benefit for income taxes (1) — Loss from discontinued operations, net of income taxes (1) $ — $ $ $ ___________________________________ (1) In the six months ended June 30, 2014, the Company recorded a pre-tax non-cash impairment charge of $139 million ( $84 million, net of tax) associated with the trade name at its former TruGreen business, which is reported in Loss from discontinued operations, net of income taxes. The table below summarizes the activity during the six months ended June 30, 2015 for the remaining liabilities of previously sold businesses. The remaining obligations primarily relate to legal and other reserves. The Company believes that the remaining reserves continue to be adequate and reasonable. Liabilities of Discontinued (In millions) Operations Balance as of December 31, 2014 $ Costs incurred Costs paid or otherwise settled Balance as of June 30, 2015 $ |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | Note 13. Income Taxes As of June 30, 2015 and December 31, 2014, the Company had $15 million and $13 million, respectively, of tax benefits primarily reflected in state tax returns that have not been recognized for financial reporting purposes (“unrecognized tax benefits”). The Company currently estimates that, as a result of pending tax settlements and expiration of statutes of limitations, the amount of unrecognized tax benefits could be reduced by approximately $1 million during the next 12 months. As required by Accounting Standard Codification (“ASC”) 740, “Income Taxes,” the Company computes interim period income taxes by applying an anticipated annual effective tax rate to our year-to-date income or loss from continuing operations before income taxes, except for significant unusual or infrequently occurring items. The Company’s estimated tax rate is adjusted each quarter in accordance with ASC 740. The effective tax rate on income from continuing operations was 38.7 percent for the three months ended June 30, 2015 compared to 47.2 percent for the three months ended June 30, 2014. The effective tax rate on income from continuing operations for the three months ended June 30, 2014 was affected by various discrete events, including an adjustment to deferred state taxes resulting from changes in our state apportionment factors. The effective tax rate on income from continuing operations was 38.2 percent for the six months ended June 30, 2015 compared to 54.4 percent for the six months ended June 30, 2014. The effective tax rate on income from continuing operations for the six months ended June 30, 2014 was affected by various discrete events, including an adjustment to deferred state taxes resulting from changes in our state apportionment factors primarily attributable to the TruGreen Spin-off. |
Business Segment Reporting
Business Segment Reporting | 6 Months Ended |
Jun. 30, 2015 | |
Business Segment Reporting [Abstract] | |
Business Segment Reporting | Note 14. 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 locations 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 and the Company’s headquarters operations (substantially all of which costs are allocated to the Company’s reportable segments), which provide various technology, human resources, 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 less than 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. 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; gain on sale of Merry Maids branches; 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 and equity-based, long-term incentive plans. Information for continuing operations for each reportable segment and Corporate is presented below: Three Months Ended Six Months Ended June 30, June 30, (In millions) 2015 2014 2015 2014 Revenue: Terminix $ $ $ $ American Home Shield Franchise Services Group Reportable Segment Revenue $ $ $ $ Corporate Total Revenue $ $ $ $ Three Months Ended Six Months Ended June 30, June 30, (In millions) 2015 2014 2015 2014 Reportable Segment Adjusted EBITDA: (1) Terminix $ $ $ $ American Home Shield Franchise Services Group Reportable Segment Adjusted EBITDA $ $ $ $ ___________________________________ (1) Presented below is a reconciliation of Reportable Segment Adjusted EBITDA to Net Income: Holdings SvM Three Months Ended Three Months Ended June 30, June 30, (In millions) 2015 2014 2015 2014 Reportable Segment Adjusted EBITDA: Terminix $ $ $ $ American Home Shield Franchise Services Group Reportable Segment Adjusted EBITDA $ $ $ $ Unallocated corporate expenses $ $ $ $ Depreciation and amortization expense Non-cash impairment of software and other related costs — — Non-cash stock-based compensation expense Restructuring charges — — Gain on sale of Merry Maids branches — — Management and consulting fees — — Loss from discontinued operations, net of income taxes — — Provision for income taxes Loss on extinguishment of debt — — Interest expense Other — Net Income $ $ $ $ Holdings SvM Six Months Ended Six Months Ended June 30, June 30, (In millions) 2015 2014 2015 2014 Reportable Segment Adjusted EBITDA: Terminix $ $ $ $ American Home Shield Franchise Services Group Reportable Segment Adjusted EBITDA $ $ $ $ Unallocated corporate expenses $ $ $ $ Depreciation and amortization expense Non-cash impairment of software and other related costs — — Non-cash stock-based compensation expense Restructuring charges Gain on sale of Merry Maids branches — — Management and consulting fees — — Loss from discontinued operations, net of income taxes Provision for income taxes Loss on extinguishment of debt — — Interest expense Other — Net Income (Loss) $ $ $ $ |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15. 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, Clayton, Dubilier & Rice, LLC (“CD&R” or the “CD&R Funds”), JPMorgan Chase Funding Inc. (“JPMorgan”), StepStone Group LP (“StepStone”), the investment funds managed by StepStone (the “StepStone Funds”) and Ridgemont Partners Secondary Fund I, L.P. (“Ridgemont”) (collectively, the “Equity Sponsors”). Upon completion of Holdings’ initial public offering on July 1, 2014 and the secondary public offerings in February 2015 and June 2015, the Equity Sponsors continued to hold approximately 25 percent of Holdings’ common stock. 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. 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. Under these agreements, the Company recorded consulting fees of $2 million and $4 million in the three and six months ended June 30, 2014, which is included in Selling and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss). There were no consulting fees recorded in the three and six month periods ended June 30, 2015 due to the termination of the consulting fee agreements in connection with the completion of Holding’s initial public offering on July 1, 2014. TruGreen Spin-off In connection with the TruGreen spin-off on January 14, 2014, the Company and TruGreen Holding Corporation (“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, the Company recorded $7 million and $9 million in the three months ended June 30, 2015 and 2014, respectively, and $15 million and $19 million in the six months ended June 30, 2015 and 2014, respectively, 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 June 30, 2015, all amounts owed by New TruGreen under this agreement have been paid. In addition, the Company, New TruGreen and TruGreen Limited Partnership, an indirectly wholly-owned subsidiary of New TruGreen, (“TGLP”) entered into (1) a separation and distribution agreement containing key provisions relating to the separation of the former 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. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 16. 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 condensed consolidated statements of financial position, or, for certain unrealized losses, reported in interest and net investment income in the condensed consolidated statements of operations and comprehensive income (loss) if the decline in value is other than temporary. The carrying amount of total debt was $2,838 million and $3,057 million and the estimated fair value was $2,936 million and $3,102 million as of June 30, 2015 and December 31, 2014, 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 June 30, 2015 and December 31, 2014. 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 the six month periods ended June 30, 2015 and 2014. 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 June 30, 2015: Financial Assets: Deferred compensation trust Long-term marketable securities $ $ $ — $ — Investments in marketable securities Marketable securities and Long-term marketable securities — Total financial assets $ $ $ $ — Financial Liabilities: Fuel swap contracts: Current Other accrued liabilities $ $ — $ — $ Interest rate swap contracts Other long-term liabilities — — Total financial liabilities $ $ — $ $ As of December 31, 2014: Financial Assets: Deferred compensation trust Long-term marketable securities $ $ $ — $ — Investments in marketable securities Marketable securities and Long-term marketable securities — Total financial assets $ $ $ $ — Financial Liabilities: Fuel swap contracts: Current Other accrued liabilities $ $ — $ — $ Interest rate swap contracts Other long-term liabilities — — Total financial liabilities $ $ — $ $ 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, 2014 $ Total gains (realized and unrealized) Included in earnings Included in other comprehensive income Settlements Balance as of June 30, 2015 $ Balance as of December 31, 2013 $ Total gains (realized and unrealized) Included in earnings — Included in other comprehensive income — Settlements — Balance as of June 30, 2014 $ 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 June 30, 2015: Fuel swap contracts $ Discounted Cash Flows Forward Unleaded Price per Gallon (1) $2.35 - $2.97 $ As of December 31, 2014: Fuel swap contracts $ Discounted Cash Flows Forward Unleaded Price per Gallon (1) $2.06 - $2.71 $ ___________________________________ (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 condensed 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 condensed consolidated statements of cash flows. The effect of derivative instruments on the condensed consolidated statements of operations and comprehensive income (loss) and accumulated other comprehensive income (loss) on the condensed 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 Six Months Ended June 30, 2015: Fuel swap contracts $ $ Cost of services rendered and products sold Interest rate swap contracts $ $ Interest expense Six Months Ended June 30, 2014: Fuel swap contracts $ — $ — Cost of services rendered and products sold Ineffective portions of derivative instruments designated in accordance with accounting standards as cash flow hedge relationships were insignificant during the six months ended June 30, 2015. As of June 30, 2015, the Company had fuel swap contracts to pay fixed prices for fuel with an aggregate notional amount of $33 million, maturing through 2016. 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 June 30, 2015, the Company had posted $5 million in letters of credit as collateral under its fuel hedging program, which were issued 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 $5 million, net of tax, as of June 30, 2015. 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 | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 17. Earnings Per Share Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed by dividing net income 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 RSUs are reflected in diluted net income per share by applying the treasury stock method. A reconciliation of the amounts included in the computation of basic earnings per share from continuing operations and diluted earnings per share from continuing operations is as follows: Three Months Ended Six Months Ended June 30, June 30, (In millions, except per share data) 2015 2014 2015 2014 Income from continuing operations $ $ $ $ Weighted average common shares outstanding Effect of dilutive securities: RSUs Stock options (1) Weighted average common share outstanding—assuming dilution Basic earnings per share from continuing operations $ $ $ $ Diluted earnings per share from continuing operations $ $ $ $ ___________________________________ (1) Options to purchase 0.4 million and 3.4 million shares for the three months ended June 30, 2015 and 2014, respectively, and 0.4 million and 3.3 million shares for the shares for the six months ended June 30, 2015 and 14, respectively, were not included in the diluted earnings 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 Financi
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries | 6 Months Ended |
Jun. 30, 2015 | |
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries [Abstract] | |
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries | Note 18. 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 condensed 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, of the 7% 2020 Notes or the Credit Facilities. The payment obligations of SvM under the 7% 2020 Notes are jointly and severally guaranteed on a senior unsecured basis by SvM’s domestic subsidiaries that guarantee our indebtedness under the Credit Facilities (the “Guarantors”). Each of the Guarantors is wholly owned, directly or indirectly, by SvM, and all guarantees are full and unconditional. SvM’s non-U.S. subsidiaries, SvM’s subsidiaries subject to regulation as an insurance, home warranty, service contract or similar company, and certain other subsidiaries of SvM (the “Non-Guarantors”) do not guarantee the 7% 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 7% 2020 Notes, (iv) the Guarantor becomes an unrestricted subsidiary under the indenture governing the 7% 2020 Notes, (v) the defeasance of SvM’s obligations under the indenture governing the 7% 2020 Notes or (vi) the payment in full of the principal amount of the 7% 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 7% 2020 Notes. For the three and six months ended June 30, 2015, interest expense recorded by the Guarantors related to these debt instruments was $31 million and $65 million, respectively. THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES Condensed Consolidating Statement of Operations and Comprehensive Income For the Three Months Ended June 30, 2015 (Unaudited) (In millions) Parent Non- SvM Issuer Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of services rendered and products sold — Selling and administrative expenses — Amortization expense — — Gain on sale of Merry Maids branches — — — Interest expense — — Interest and net investment loss (income) — — Loss on extinguishment of debt — — — (Loss) Income from Continuing Operations before Income Taxes — (Benefit) Provision for income taxes — (Loss) Income from Continuing Operations — Equity in earnings of subsidiaries (net of tax) — — Net Income $ $ $ $ $ Total Comprehensive Income $ $ $ $ $ THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES Condensed Consolidating Statement of Operations and Comprehensive Income For the Three Months Ended June 30, 2014 (Unaudited) (In millions) Parent Non- SvM Issuer Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of services rendered and products sold — Selling and administrative expenses — Amortization expense — — Impairment of software and other related costs — — — Restructuring charges — — — — — Interest expense — — — Interest and net investment loss (income) — — (Loss) Income from Continuing Operations before Income Taxes — (Benefit) Provision for income taxes — (Loss) Income from Continuing Operations — Loss from discontinued operations, net of income taxes — — — Equity in earnings of subsidiaries (net of tax) — — Net Income $ $ $ $ $ Total Comprehensive Income $ $ $ $ $ THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES Condensed Consolidating Statement of Operations and Comprehensive Income For the Six Months Ended June 30, 2015 (Unaudited) (In millions) Parent Non- SvM Issuer Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of services rendered and products sold — Selling and administrative expenses Amortization expense — — Restructuring charges — — Gain on sale of Merry Maids branches — — — Interest expense — — Interest and net investment loss (income) — — Loss on extinguishment of debt — — — (Loss) Income from Continuing Operations before Income Taxes — (Benefit) Provision for income taxes — (Loss) Income from Continuing Operations — Loss income from discontinued operations, net of income taxes — — — Equity in earnings of subsidiaries (net of tax) — — Net Income $ $ $ $ $ Total Comprehensive Income $ $ $ $ $ THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES Condensed Consolidating Statement of Operations and Comprehensive Loss For the Six Months Ended June 30, 2014 (Unaudited) (In millions) Parent Non- SvM Issuer Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of services rendered and products sold — Selling and administrative expenses — Amortization expense — — Impairment of software and other related costs — — — Restructuring charges — — Interest expense — Interest and net investment loss (income) — — (Loss) Income from Continuing Operations before Income Taxes — (Benefit) Provision for income taxes — (Loss) Income from Continuing Operations — (Loss) income from discontinued operations, net of income taxes — Equity in earnings of subsidiaries (net of tax) $ $ $ — $ $ — Net Loss $ $ $ $ $ Total Comprehensive Loss $ $ $ $ $ THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES Condensed Consolidating Statement of Financial Position (Unaudited) As of June 30, 2015 (In millions) Parent Non- SvM Issuer Guarantors Guarantors Eliminations Consolidated Assets: Current Assets: Cash and cash equivalents $ $ $ $ — $ Marketable securities — — — Receivables Inventories — — Prepaid expenses and other assets — Deferred customer acquisition costs — — Deferred taxes — Total Current Assets Property and Equipment: At cost — — Less: accumulated depreciation — — Net Property and Equipment — — Other Assets: Goodwill — — Intangible assets, primarily trade names, service marks and trademarks, net — — Notes receivable — Long-term marketable securities — — Investments in and advances to subsidiaries — — Other assets Debt issuance costs — — — Total Assets $ $ $ $ $ Liabilities and Shareholders’ Equity: Current Liabilities: Accounts payable $ — $ $ $ — $ Accrued liabilities: Payroll and related expenses — Self-insured claims and related expenses — Accrued interest payable — — — Other Deferred revenue — — Liabilities of discontinued operations — — — Current portion of long-term debt Total Current Liabilities Long-Term Debt Other Long-Term Liabilities: Deferred taxes — Intercompany payable — — Other long-term obligations, primarily self-insured claims — Total Other Long-Term Liabilities Shareholders’ Equity Total Liabilities and Shareholders’ Equity $ $ $ $ $ THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES Condensed Consolidating Statement of Financial Position (Unaudited) As of December 31, 2014 (In millions) Parent Non- SvM Issuer Guarantors Guarantors Eliminations Consolidated Assets: Current Assets: Cash and cash equivalents $ $ $ $ — $ Marketable securities — — — Receivables Inventories — — Prepaid expenses and other assets Deferred customer acquisition costs — — Deferred taxes — — Total Current Assets Property and Equipment: At cost — — Less: accumulated depreciation — — Net Property and Equipment — — Other Assets: Goodwill — — Intangible assets, primarily trade names, service marks and trademarks, net — — Notes receivable — Long-term marketable securities — — Investments in and advances to subsidiaries — — Other assets Debt issuance costs — — — Total Assets $ $ $ $ $ Liabilities and Shareholders’ Equity: Current Liabilities: Accounts payable $ — $ $ $ — $ Accrued liabilities: Payroll and related expenses — Self-insured claims and related expenses — Accrued interest payable — — Other Deferred revenue — — Liabilities of discontinued operations — — — Current portion of long-term debt Total Current Liabilities Long-Term Debt Other Long-Term Liabilities: Deferred taxes — Intercompany payable — — Other long-term obligations, primarily self-insured claims — Total Other Long-Term Liabilities Shareholders’ Equity Total Liabilities and Shareholders’ Equity $ $ $ $ $ THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES Condensed Consolidating Statement of Cash Flows (Unaudited) For the Six Months Ended June 30, 2015 (In millions) Parent Non- SvM Issuer Guarantors Guarantors Eliminations Consolidated Cash and Cash Equivalents at Beginning of Period $ $ $ $ — $ Net Cash Provided from Operating Activities from Continuing Operations Cash Flows from Investing Activities from Continuing Operations: Property additions — — Sale of equipment and other assets — — Other business acquisitions, net of cash acquired — — Notes receivable, financial investments and securities, net — Net Cash Used for Investing Activities from Continuing Operations — — Cash Flows from Financing Activities from Continuing Operations: Borrowings of debt — — Payments of debt — Debt issuance costs paid — — — Contribution from Holdings — — — Shareholders’ dividends — — Excess tax benefits from stock-based compensation — — — Net intercompany advances — — Net Cash Used for Financing Activities from Continuing Operations Cash Flows from Discontinued Operations: Cash used for operating activities — — — Net Cash Used for Discontinued Operations — — — Cash (Decrease) Increase During the Period — Cash and Cash Equivalents at End of Period $ $ $ $ — $ THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES Condensed Consolidating Statement of Cash Flows (Unaudited) For the Six Months Ended June 30, 2014 (In millions) Parent Non- SvM Issuer Guarantors Guarantors Eliminations Consolidated Cash and Cash Equivalents at Beginning of Period $ $ $ $ — $ Net Cash (Used for) Provided from Operating Activities from Continuing Operations Cash Flows from Investing Activities from Continuing Operations: Property additions — — Sale of equipment and other assets — — — Other business acquisitions, net of cash acquired — — Notes receivable, financial investments and securities, net — — — Notes receivable from affiliates — — — Net Cash (Used for) Provided from Investing Activities from Continuing Operations — Cash Flows from Financing Activities from Continuing Operations: Payments of debt — Contribution to TruGreen Holding Corporation — — — Shareholders’ dividends — — Net intercompany advances — — Net Cash Provided from (Used for) Financing Activities from Continuing Operations Cash Flows from Discontinued Operations: Cash used for operating activities — — Cash used for investing activities — — — Cash used for financing activities — — — Net Cash Used for Discontinued Operations — — Cash (Decrease) Increase During the Period — Cash and Cash Equivalents at End of Period $ $ $ $ — $ |
Significant Accounting Polici24
Significant Accounting Policies (Policy) | 6 Months Ended |
Jun. 30, 2015 | |
Significant Accounting Policies [Abstract] | |
Use Of Estimates | The preparation of the unaudited condensed 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 2015, there have been 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 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 include 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 the adjustments are 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 five p ercent 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 $19 million for each of the three month periods ended June 30, 2015 and 2014 and $36 million for each of the six month periods ended June 30, 2015 and 2014. The portion of total franchise fee income related to initial fees received from the sale of franchises was immaterial to the Company’s condensed consolidated financial statements for all periods. Revenues are presented net of sales taxes collected and remitted to government taxing authorities on the condensed consolidated statements of operations and comprehensive income (loss). The Company had $541 million and $514 million of deferred revenue as of June 30, 2015 and December 31, 2014, 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 $34 million and $35 million as of June 30, 2015 and December 31, 2014, 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 condensed consolidated statements of financial position. |
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 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. Depreciation of property and equipment, including depreciation of assets held under capital leases, was $11 million and $12 million for the three months ended June 30, 2015 and 2014, respectively, and $23 million and $24 million for the six months ended June 30, 2015 and 2014, respectively. The Company recorded an impairment charge of $47 million ( $28 million, net of tax) in the six months ended June 30, 2014 relating to its decision in the first quarter of 2014 to abandon its efforts to deploy a new operating system at American Home Shield. This impairment represented an adjustment of the carrying value of the asset to its estimated fair value of zero on a non-recurring basis. The Company’s goodwill is assigned to four reporting units: Terminix, American Home Shield, ServiceMaster Clean and Merry Maids. The October 1, 2014 estimated fair values for all reporting units except Merry Maids were significantly in excess of their respective carrying values. The estimated fair value of the Merry Maids reporting unit exceeded its carrying value by 3 percent. As of October 1, 2014, the Company has assigned $54 million of the Company’s goodwill to the Merry Maids reporting unit. Key assumptions in determining the estimated fair value of the Merry Maids reporting unit include the assumed discount rate and expected future cash flows. Any increase in the assumed discount rate, decrease in expected future cash flows or adverse changes in any of the other assumptions used in the impairment test would result in a decline in the estimated fair value of the Merry Maids reporting unit and 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 the ServiceMaster Acceptance Company Limited Partnership (“SMAC”), our financing subsidiary exclusively dedicated to providing financing to our franchisees and retail customers of our operating units. The payments 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 June 30, 2015, the total net assets subject to these third-party restrictions was $179 million. None of the Company’s subsidiaries 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 16 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, certificates of deposit 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 the issuer 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 6 to our condensed consolidated financial statements. Holdings’ board of directors and our 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 and restricted stock units (“RSUs”) are reflected in diluted net income (loss) per share by applying the treasury stock method. See Note 17 to our condensed consolidated financial statements. |
Newly Issued Accounting Statements And Positions | Newly Issued Accounting Statements and Positions In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adoption of this standard did not have a material impact on the Company’s condensed 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 must be applied using either the retrospective or cumulative effect transition method and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted for fiscal years, and interim period within those years, beginning after December 15, 2016. The Company is currently evaluating the impact of adopting ASU 2014-09. In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” to change the presentation of debt issuance costs in financial statements as part of the FASB’s simplification initiative. Under current guidance, an entity reports debt issuance costs in the balance sheet as deferred charges (i.e., as an asset). The ASU specifies that now “debt issuance costs related to a note shall be reported in the balance sheet as a direct deduction from the face amount of that note” and that “amortization of debt issuance costs also shall be reported as interest expense.” The amendments in ASU 2015-03 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The adoption of ASU 2015-03 will result in the retrospective presentation of debt issuance costs as a direct deduction from the face amount of that note instead of the current presentation as an asset for each of the balance sheet periods presented. The Company currently reports the amortization of debt issuance costs as interest expense. |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Restructuring Charges [Abstract] | |
Schedule Of Restructuring Charges | Three Months Ended Six Months Ended June 30, June 30, (In millions) 2015 2014 2015 2014 Terminix branch optimization (1) $ — $ $ $ Franchise services group reorganization (2) — — — Corporate (3) — — — Total restructuring charges $ — $ $ $ ___________________________________ (1) For the three months ended June 30, 2014, these charges included lease termination costs. For the six months ended June 30, 2015 and 2014, these charges included lease termination and severance costs. (2) For the six months ended June 30, 2015, 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 six months ended June 30, 2014, these charges included professional fees of $1 million and severance and other costs of $3 million. |
Schedule Of Reconciliation Of The Beginning And Ending Balances Of Accrued Restructuring Charges | Accrued Restructuring (In millions) Charges Balance as of December 31, 2014 $ Costs incurred Costs paid or otherwise settled Balance as of June 30, 2015 $ |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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, 2014 $ Provision for self-insured claims Cash payments Balance as of June 30, 2015 $ Balance as of December 31, 2013 $ Provision for self-insured claims Cash payments Balance as of June 30, 2014 $ |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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, 2014 $ $ $ $ Acquisitions — — Disposals — — Other (1) — — Balance as of June 30, 2015 $ $ $ $ ___________________________________ (1) Reflects the impact of foreign exchange rates. |
Schedule Of Other Intangible Asset Balances For Continuing Operations | Estimated Remaining As of June 30, 2015 As of December 31, 2014 Useful Lives Accumulated Accumulated (In millions) (Years) Gross Amortization Net Gross Amortization Net Trade names (1) N/A $ $ — $ $ $ — $ Customer relationships 3 - 10 Franchise agreements 20 - 25 Other 4 - 30 Total $ $ $ $ $ $ ___________________________________ (1) Not subject to amortization. |
Comprehensive Income (Loss) (Ta
Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 on -for-Sale Currency (In millions) Derivatives Securities Translation Total Balance as of December 31, 2014 $ $ $ $ Other comprehensive loss before reclassifications: Pre-tax amount — Tax benefit — — After-tax amount — Amounts reclassified from accumulated other comprehensive income (1) — Net current period other comprehensive loss Balance as of June 30, 2015 $ $ $ $ Balance as of December 31, 2013 $ — $ $ — $ Other comprehensive income before reclassifications: Pre-tax amount — — Tax provision — — After-tax amount — — Amounts reclassified from accumulated other comprehensive income (1) — — Net current period other comprehensive loss — — Spin-off of the former TruGreen business — — Balance as of June 30, 2014 $ — $ $ $ ___________________________________ (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 Three Months Ended Six Months Ended Condensed Consolidated Statements of June 30, June 30, Operations and Comprehensive Income (Loss) (In millions) 2015 2014 2015 2014 Location Losses on derivatives: Fuel swap contracts $ $ — $ $ — Cost of services rendered and products sold Interest rate swap contracts — — Interest expense Net losses on derivatives — — Impact of income taxes — — Provision for income taxes Total reclassifications related to derivatives $ $ — $ $ — Gains on available-for-sale securities $ $ — $ $ Interest and net investment income Impact of income taxes — Provision for income taxes Total reclassifications related to securities $ $ — $ $ Total reclassifications for the period $ $ — $ $ |
Supplemental Cash Flow Inform29
Supplemental Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule Of Supplemental Information Relating To The Unaudited Condensed Consolidated Statements Of Cash Flows | Six Months Ended June 30, (In millions) 2015 2014 Cash paid for or (received from): Interest expense $ $ Interest and dividend income Income taxes, net of refunds |
Cash and Marketable Securities
Cash and Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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, June 30, 2015: Debt securities $ $ $ — $ Equity securities Total securities $ $ $ $ Available-for-sale and trading securities, December 31, 2014: Debt securities $ $ $ — $ Equity securities Total securities $ $ $ $ |
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 | Three Months Ended Six Months Ended June 30, June 30, (In millions) 2015 2014 2015 2014 Proceeds from sale of securities $ $ $ $ Gross realized gains, pre-tax — Gross realized gains, net of tax — Gross realized losses, pre-tax — — — Gross realized losses, net of tax — — — — |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Long-Term Debt [Abstract] | |
Schedule Of Long-Term Debt | As of As of June 30, December 31, (In millions) 2015 2014 Senior secured term loan facility maturing in 2021 (1) 7.00% senior notes maturing in 2020 8.00% senior notes maturing in 2020 (2) — Revolving credit facility maturing in 2019 — — 7.10% notes maturing in 2018 (3) 7.45% notes maturing in 2027 (3) 7.25% notes maturing in 2038 (3) Vehicle capital leases (4) Other Less current portion Total long-term debt $ $ ___________________________________ (1) As of June 30, 2015 and December 31, 2014, presented net of $16 million and $17 million, respectively, in unamortized original issue discount. (2) As of December 31, 2014, includes $1 million in unamortized premium received on the sale of $100 million aggregate principal amount of such notes. (3) As of June 30, 2015 and December 31, 2014, collectively presented net of $56 million and $59 million, respectively, of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates shown above. (4) SvM has entered into a fleet management services agreement (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 | Trade Date Effective Date Expiration Date Notional Amount Fixed Rate(1) Floating Rate July 23, 2014 August 1, 2014 July 31, 2018 300,000 1.786 % One month LIBOR July 23, 2014 March 1, 2015 July 31, 2018 400,000 1.927 % One month LIBOR (1) Before the application of the applicable borrowing margin. |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Acquisitions [Abstract] | |
Schedule Of Supplemental Cash Flow Information Regarding Acquisitions | Six Months Ended June 30, (In millions) 2015 2014 Assets acquired $ $ Liabilities assumed — Net assets acquired $ $ Net cash paid $ $ Seller financed debt Purchase price $ $ |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations [Abstract] | |
Schedule Of Assets And Liabilities Of Discontinued Operations | Liabilities of Discontinued (In millions) Operations Balance as of December 31, 2014 $ Costs incurred Costs paid or otherwise settled Balance as of June 30, 2015 $ |
Schedule Of Operating Results Of Discontinued Operations | Three Months Ended Six Months Ended June 30, June 30, (In millions) 2015 2014 2015 2014 Revenue $ — $ — $ — $ Cost of services rendered and products sold — — — Selling and administrative expenses Goodwill and trade name impairment (1) — — — Restructuring charges — — — Loss before income taxes (1) Benefit for income taxes (1) — Loss from discontinued operations, net of income taxes (1) $ — $ $ $ ___________________________________ In the six months ended June 30, 2014, the Company recorded a pre-tax non-cash impairment charge of $139 million ( $84 million, net of tax) associated with the trade name at its former TruGreen business, which is reported in Loss from discontinued operations, net of income taxes. |
Business Segment Reporting (Tab
Business Segment Reporting (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Segment Reporting [Abstract] | |
Schedule Of Information For Continuing Operations For Each Reportable Segment And Other Operations And Headquarters | Three Months Ended Six Months Ended June 30, June 30, (In millions) 2015 2014 2015 2014 Revenue: Terminix $ $ $ $ American Home Shield Franchise Services Group Reportable Segment Revenue $ $ $ $ Corporate Total Revenue $ $ $ $ Three Months Ended Six Months Ended June 30, June 30, (In millions) 2015 2014 2015 2014 Reportable Segment Adjusted EBITDA: (1) Terminix $ $ $ $ American Home Shield Franchise Services Group Reportable Segment Adjusted EBITDA $ $ $ $ ___________________________________ Presented below is a reconciliation of Reportable Segment Adjusted EBITDA to Net Income: |
Schedule Of Reconciliation Of Reportable Segment Adjusted EBITDA To Net Income (Loss) | Holdings SvM Three Months Ended Three Months Ended June 30, June 30, (In millions) 2015 2014 2015 2014 Reportable Segment Adjusted EBITDA: Terminix $ $ $ $ American Home Shield Franchise Services Group Reportable Segment Adjusted EBITDA $ $ $ $ Unallocated corporate expenses $ $ $ $ Depreciation and amortization expense Non-cash impairment of software and other related costs — — Non-cash stock-based compensation expense Restructuring charges — — Gain on sale of Merry Maids branches — — Management and consulting fees — — Loss from discontinued operations, net of income taxes — — Provision for income taxes Loss on extinguishment of debt — — Interest expense Other — Net Income $ $ $ $ Holdings SvM Six Months Ended Six Months Ended June 30, June 30, (In millions) 2015 2014 2015 2014 Reportable Segment Adjusted EBITDA: Terminix $ $ $ $ American Home Shield Franchise Services Group Reportable Segment Adjusted EBITDA $ $ $ $ Unallocated corporate expenses $ $ $ $ Depreciation and amortization expense Non-cash impairment of software and other related costs — — Non-cash stock-based compensation expense Restructuring charges Gain on sale of Merry Maids branches — — Management and consulting fees — — Loss from discontinued operations, net of income taxes Provision for income taxes Loss on extinguishment of debt — — Interest expense Other — Net Income (Loss) $ $ $ $ |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015: Financial Assets: Deferred compensation trust Long-term marketable securities $ $ $ — $ — Investments in marketable securities Marketable securities and Long-term marketable securities — Total financial assets $ $ $ $ — Financial Liabilities: Fuel swap contracts: Current Other accrued liabilities $ $ — $ — $ Interest rate swap contracts Other long-term liabilities — — Total financial liabilities $ $ — $ $ As of December 31, 2014: Financial Assets: Deferred compensation trust Long-term marketable securities $ $ $ — $ — Investments in marketable securities Marketable securities and Long-term marketable securities — Total financial assets $ $ $ $ — Financial Liabilities: Fuel swap contracts: Current Other accrued liabilities $ $ — $ — $ Interest rate swap contracts Other long-term liabilities — — Total financial liabilities $ $ — $ $ |
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, 2014 $ Total gains (realized and unrealized) Included in earnings Included in other comprehensive income Settlements Balance as of June 30, 2015 $ Balance as of December 31, 2013 $ Total gains (realized and unrealized) Included in earnings — Included in other comprehensive income — Settlements — Balance as of June 30, 2014 $ |
Schedule Of Level 3 Financial Instruments | Fair Value Valuation Weighted (in millions) Technique Unobservable Input Range Average As of June 30, 2015: Fuel swap contracts $ Discounted Cash Flows Forward Unleaded Price per Gallon (1) $2.35 - $2.97 $ As of December 31, 2014: Fuel swap contracts $ Discounted Cash Flows Forward Unleaded Price per Gallon (1) $2.06 - $2.71 $ ___________________________________ (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 Six Months Ended June 30, 2015: Fuel swap contracts $ $ Cost of services rendered and products sold Interest rate swap contracts $ $ Interest expense Six Months Ended June 30, 2014: Fuel swap contracts $ — $ — Cost of services rendered and products sold |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 | Three Months Ended Six Months Ended June 30, June 30, (In millions, except per share data) 2015 2014 2015 2014 Income from continuing operations $ $ $ $ Weighted average common shares outstanding Effect of dilutive securities: RSUs Stock options (1) Weighted average common share outstanding—assuming dilution Basic earnings per share from continuing operations $ $ $ $ Diluted earnings per share from continuing operations $ $ $ $ ___________________________________ (1) Options to purchase 0.4 million and 3.4 million shares for the three months ended June 30, 2015 and 2014, respectively, and 0.4 million and 3.3 million shares for the shares for the six months ended June 30, 2015 and 14, respectively, were not included in the diluted earnings 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 Finan37
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 Income For the Three Months Ended June 30, 2015 (Unaudited) (In millions) Parent Non- SvM Issuer Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of services rendered and products sold — Selling and administrative expenses — Amortization expense — — Gain on sale of Merry Maids branches — — — Interest expense — — Interest and net investment loss (income) — — Loss on extinguishment of debt — — — (Loss) Income from Continuing Operations before Income Taxes — (Benefit) Provision for income taxes — (Loss) Income from Continuing Operations — Equity in earnings of subsidiaries (net of tax) — — Net Income $ $ $ $ $ Total Comprehensive Income $ $ $ $ $ THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES Condensed Consolidating Statement of Operations and Comprehensive Income For the Three Months Ended June 30, 2014 (Unaudited) (In millions) Parent Non- SvM Issuer Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of services rendered and products sold — Selling and administrative expenses — Amortization expense — — Impairment of software and other related costs — — — Restructuring charges — — — — — Interest expense — — — Interest and net investment loss (income) — — (Loss) Income from Continuing Operations before Income Taxes — (Benefit) Provision for income taxes — (Loss) Income from Continuing Operations — Loss from discontinued operations, net of income taxes — — — Equity in earnings of subsidiaries (net of tax) — — Net Income $ $ $ $ $ Total Comprehensive Income $ $ $ $ $ THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES Condensed Consolidating Statement of Operations and Comprehensive Income For the Six Months Ended June 30, 2015 (Unaudited) (In millions) Parent Non- SvM Issuer Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of services rendered and products sold — Selling and administrative expenses Amortization expense — — Restructuring charges — — Gain on sale of Merry Maids branches — — — Interest expense — — Interest and net investment loss (income) — — Loss on extinguishment of debt — — — (Loss) Income from Continuing Operations before Income Taxes — (Benefit) Provision for income taxes — (Loss) Income from Continuing Operations — Loss income from discontinued operations, net of income taxes — — — Equity in earnings of subsidiaries (net of tax) — — Net Income $ $ $ $ $ Total Comprehensive Income $ $ $ $ $ THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES Condensed Consolidating Statement of Operations and Comprehensive Loss For the Six Months Ended June 30, 2014 (Unaudited) (In millions) Parent Non- SvM Issuer Guarantors Guarantors Eliminations Consolidated Revenue $ — $ $ $ $ Cost of services rendered and products sold — Selling and administrative expenses — Amortization expense — — Impairment of software and other related costs — — — Restructuring charges — — Interest expense — Interest and net investment loss (income) — — (Loss) Income from Continuing Operations before Income Taxes — (Benefit) Provision for income taxes — (Loss) Income from Continuing Operations — (Loss) income from discontinued operations, net of income taxes — Equity in earnings of subsidiaries (net of tax) $ $ $ — $ $ — Net Loss $ $ $ $ $ Total Comprehensive Loss $ $ $ $ $ |
Schedule Of Condensed Consolidating Statement Of Financial Position | THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES Condensed Consolidating Statement of Financial Position (Unaudited) As of June 30, 2015 (In millions) Parent Non- SvM Issuer Guarantors Guarantors Eliminations Consolidated Assets: Current Assets: Cash and cash equivalents $ $ $ $ — $ Marketable securities — — — Receivables Inventories — — Prepaid expenses and other assets — Deferred customer acquisition costs — — Deferred taxes — Total Current Assets Property and Equipment: At cost — — Less: accumulated depreciation — — Net Property and Equipment — — Other Assets: Goodwill — — Intangible assets, primarily trade names, service marks and trademarks, net — — Notes receivable — Long-term marketable securities — — Investments in and advances to subsidiaries — — Other assets Debt issuance costs — — — Total Assets $ $ $ $ $ Liabilities and Shareholders’ Equity: Current Liabilities: Accounts payable $ — $ $ $ — $ Accrued liabilities: Payroll and related expenses — Self-insured claims and related expenses — Accrued interest payable — — — Other Deferred revenue — — Liabilities of discontinued operations — — — Current portion of long-term debt Total Current Liabilities Long-Term Debt Other Long-Term Liabilities: Deferred taxes — Intercompany payable — — Other long-term obligations, primarily self-insured claims — Total Other Long-Term Liabilities Shareholders’ Equity Total Liabilities and Shareholders’ Equity $ $ $ $ $ THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES Condensed Consolidating Statement of Financial Position (Unaudited) As of December 31, 2014 (In millions) Parent Non- SvM Issuer Guarantors Guarantors Eliminations Consolidated Assets: Current Assets: Cash and cash equivalents $ $ $ $ — $ Marketable securities — — — Receivables Inventories — — Prepaid expenses and other assets Deferred customer acquisition costs — — Deferred taxes — — Total Current Assets Property and Equipment: At cost — — Less: accumulated depreciation — — Net Property and Equipment — — Other Assets: Goodwill — — Intangible assets, primarily trade names, service marks and trademarks, net — — Notes receivable — Long-term marketable securities — — Investments in and advances to subsidiaries — — Other assets Debt issuance costs — — — Total Assets $ $ $ $ $ Liabilities and Shareholders’ Equity: Current Liabilities: Accounts payable $ — $ $ $ — $ Accrued liabilities: Payroll and related expenses — Self-insured claims and related expenses — Accrued interest payable — — Other Deferred revenue — — Liabilities of discontinued operations — — — Current portion of long-term debt Total Current Liabilities Long-Term Debt Other Long-Term Liabilities: Deferred taxes — Intercompany payable — — Other long-term obligations, primarily self-insured claims — Total Other Long-Term Liabilities Shareholders’ Equity Total Liabilities and Shareholders’ Equity $ $ $ $ $ |
Schedule Of Condensed Consolidating Statement Of Cash Flows | THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES Condensed Consolidating Statement of Cash Flows (Unaudited) For the Six Months Ended June 30, 2015 (In millions) Parent Non- SvM Issuer Guarantors Guarantors Eliminations Consolidated Cash and Cash Equivalents at Beginning of Period $ $ $ $ — $ Net Cash Provided from Operating Activities from Continuing Operations Cash Flows from Investing Activities from Continuing Operations: Property additions — — Sale of equipment and other assets — — Other business acquisitions, net of cash acquired — — Notes receivable, financial investments and securities, net — Net Cash Used for Investing Activities from Continuing Operations — — Cash Flows from Financing Activities from Continuing Operations: Borrowings of debt — — Payments of debt — Debt issuance costs paid — — — Contribution from Holdings — — — Shareholders’ dividends — — Excess tax benefits from stock-based compensation — — — Net intercompany advances — — Net Cash Used for Financing Activities from Continuing Operations Cash Flows from Discontinued Operations: Cash used for operating activities — — — Net Cash Used for Discontinued Operations — — — Cash (Decrease) Increase During the Period — Cash and Cash Equivalents at End of Period $ $ $ $ — $ THE SERVICEMASTER COMPANY, LLC AND SUBSIDIARIES Condensed Consolidating Statement of Cash Flows (Unaudited) For the Six Months Ended June 30, 2014 (In millions) Parent Non- SvM Issuer Guarantors Guarantors Eliminations Consolidated Cash and Cash Equivalents at Beginning of Period $ $ $ $ — $ Net Cash (Used for) Provided from Operating Activities from Continuing Operations Cash Flows from Investing Activities from Continuing Operations: Property additions — — Sale of equipment and other assets — — — Other business acquisitions, net of cash acquired — — Notes receivable, financial investments and securities, net — — — Notes receivable from affiliates — — — Net Cash (Used for) Provided from Investing Activities from Continuing Operations — Cash Flows from Financing Activities from Continuing Operations: Payments of debt — Contribution to TruGreen Holding Corporation — — — Shareholders’ dividends — — Net intercompany advances — — Net Cash Provided from (Used for) Financing Activities from Continuing Operations Cash Flows from Discontinued Operations: Cash used for operating activities — — Cash used for investing activities — — — Cash used for financing activities — — — Net Cash Used for Discontinued Operations — — Cash (Decrease) Increase During the Period — Cash and Cash Equivalents at End of Period $ $ $ $ — $ |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) - $ / shares | Jul. 01, 2014 | Jun. 30, 2015 | Jun. 12, 2015 | Jun. 02, 2015 | May. 27, 2015 | Feb. 13, 2015 | Feb. 10, 2015 | Feb. 04, 2015 | Dec. 31, 2014 | Jun. 25, 2014 |
Basis of Presentation [Abstract] | ||||||||||
Common stock registered for offering and sale | 2,000,000,000 | 20,000,000 | 25,000,000 | 2,000,000,000 | 35,900,000 | |||||
Additional shares of Common Stock sold to the underwriters | 3,000,000 | 3,750,000 | 5,385,000 | |||||||
Share price (in dollars per share) | $ 17 | $ 34 | $ 34 | $ 29.50 | $ 29.50 | |||||
Number of shares of Common Stock offered | 41,285,000 | |||||||||
Aggregate number of Common Stock issued | 51,750,000 |
Significant Accounting Polici39
Significant Accounting Policies (Narrative) (Details) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)segment | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Oct. 01, 2014USD ($) | |
Significant Accounting Policies [Line Items] | ||||||
Home warranty contracts term | 1 year | |||||
Franchise revenue as a percentage of consolidated revenue from continuing operations | 5.00% | |||||
Total profits from the franchised operations | $ 19 | $ 19 | $ 36 | $ 36 | ||
Deferred revenue | 541 | 541 | $ 514 | |||
Deferred customer acquisition costs | 34 | 34 | 35 | |||
Depreciation of property and equipment, including depreciation of assets held under capital leases | 11 | 12 | $ 23 | 24 | ||
Impairment charge | (1) | 47 | ||||
Impairment charges, net of tax | 28 | |||||
Number of reportable segments | segment | 3 | |||||
Goodwill | 2,080 | $ 2,080 | $ 2,069 | |||
Restricted net assets | $ 179 | $ 179 | ||||
Nonrecurring [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Fair value of capitalized software | $ 0 | $ 0 | ||||
Terminix, American Home Shield, ServiceMaster Clean and Merry Maids [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of reportable segments | segment | 4 | |||||
Merry Maids [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Goodwill | $ 54 | |||||
estimated fair value of the Merry Maids reporting unit exceeded its carrying value | 3.00% |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Restructuring Charges [Abstract] | ||||
Restructuring charges | $ 0 | $ 1 | $ 2 | $ 6 |
Restructuring charges, net of tax | $ 1 | $ 1 | $ 3 |
Restructuring Charges (Schedule
Restructuring Charges (Schedule Of Restructuring Charges) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 0 | $ 1 | $ 2 | $ 6 | |
Franchise Services Group Reorganization [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | 1 | ||||
Terminix [Member] | Branch Optimization [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | [1] | $ 1 | $ 1 | 2 | |
Corporate [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | [2] | 4 | |||
Professional fees | 1 | ||||
Other costs | $ 3 | ||||
[1] | For the three months ended June 30, 2014, these charges included lease termination costs. For the six months ended June 30, 2015 and 2014, these charges included lease termination and severance costs.For the six months ended June 30, 2015, these charges included severance costs. | ||||
[2] | For the six months ended June 30, 2015, these charges included severance costs.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 six months ended June 30, 2014, these charges included professional fees of $1 million and severance and other costs of $3 million. |
Restructuring Charges (Schedu42
Restructuring Charges (Schedule Of Reconciliation Of The Beginning And Ending Balances Of Accrued Restructuring Charges) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Reconciliation of the beginning and ending balances of accrued restructuring charges | ||||
Balance at the beginning of the period | $ 4 | |||
Costs incurred | $ 0 | $ 1 | 2 | $ 6 |
Costs paid or otherwise settled | (5) | |||
Balance at the end of the period | $ 2 | $ 2 |
Commitments and Contingencies43
Commitments and Contingencies (Narrative) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Commitments and Contingencies [Abstract] | |
Net charge related to unasserted civil claims | $ 3 |
Commitments and Contingencies44
Commitments and Contingencies (Details) - Accrued Self-Insured Claims, Net [Member] - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Reconciliation of beginning and ending accrued self-insured claims | ||
Balance at the beginning of the period | $ 104 | $ 101 |
Provision for self-insured claims | 20 | 23 |
Cash payments | (14) | (18) |
Balance at the end of the period | $ 110 | $ 106 |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Goodwill impairment | $ 0 | $ 0 | $ 0 | $ 0 |
Pre-tax non-cash impairment charges | 139 | |||
Amortization expense | 12 | 14 | 25 | 27 |
Amortization expense, for the remainder of 2015 | 11 | 11 | ||
Amortization expense, 2016 | 16 | 16 | ||
Amortization expense, 2017 | 12 | 12 | ||
Amortization expense, 2018 | 8 | 8 | ||
Amortization expense, 2019 | 4 | 4 | ||
Amortization expense, Thereafter | 3 | 3 | ||
Accumulated impairment losses recorded in continuing operations | 0 | 0 | ||
Non-cash trade name impairment charge, net of tax | 84 | |||
Trade Names [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Goodwill impairment | $ 0 | $ 0 | $ 0 | 0 |
TruGreen [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Pre-tax non-cash goodwill and trade name impairment charge | 139 | |||
Non-cash goodwill and trade name impairment charge, net of tax | $ 84 |
Goodwill and Intangible Asset46
Goodwill and Intangible Assets (Schedule Of Goodwill Balances For Continuing Operations By Reportable Segment And For Other Operations And Headquarters) (Details) $ in Millions | 6 Months Ended | |
Jun. 30, 2015USD ($) | ||
Goodwill balances by segment for continuing operations | ||
Balance at the beginning of the period | $ 2,069 | |
Acquisitions | 16 | |
Disposals | (3) | |
Other | [1] | (2) |
Balance at the end of the period | 2,080 | |
Terminix [Member] | ||
Goodwill balances by segment for continuing operations | ||
Balance at the beginning of the period | 1,497 | |
Acquisitions | 16 | |
Other | [1] | (2) |
Balance at the end of the period | 1,511 | |
American Home Shield [Member] | ||
Goodwill balances by segment for continuing operations | ||
Balance at the beginning of the period | 381 | |
Balance at the end of the period | 381 | |
Franchise Services Group [Member] | ||
Goodwill balances by segment for continuing operations | ||
Balance at the beginning of the period | 191 | |
Disposals | (3) | |
Balance at the end of the period | $ 188 | |
[1] | Reflects the impact of foreign exchange rates. |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets (Schedule Of Other Intangible Asset Balances For Continuing Operations) (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | ||
Intangible assets subject to amortization | |||
Gross | $ 2,281 | $ 2,277 | |
Accumulated Amortization | (604) | (581) | |
Net | 1,677 | 1,696 | |
Customer Relationships [Member] | |||
Intangible assets subject to amortization | |||
Gross | 538 | 533 | |
Accumulated Amortization | (510) | (489) | |
Net | $ 29 | 44 | |
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 | (61) | (59) | |
Net | $ 27 | 29 | |
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 | 47 | |
Accumulated Amortization | (34) | (32) | |
Net | $ 13 | 15 | |
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] | $ 1,608 | $ 1,608 |
[1] | Not subject to amortization. |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 12, 2015 | Jun. 02, 2015 | Apr. 27, 2015 | Feb. 13, 2015 | Feb. 10, 2015 | Jul. 01, 2014 | |
Stock-Based Compensation [Abstract] | ||||||||||
Share price (in dollars per share) | $ 34 | $ 34 | $ 29.50 | $ 29.50 | $ 17 | |||||
Stock-based compensation expense | $ 2 | $ 1 | $ 5 | $ 3 | ||||||
Stock-based compensation expense, net of tax | 2 | $ 1 | 3 | $ 2 | ||||||
Total unrecognized compensation costs related to non-vested stock options and restricted share units | $ 24 | $ 24 | ||||||||
Weighted-average period of recognition of stock-based compensation cost | 2 years 5 months 27 days | |||||||||
Employee Stock Purchase Plan, maximum number of shares of common stock authorized for sale | 1,000,000 |
Comprehensive Income (Loss) (Su
Comprehensive Income (Loss) (Summary Of The Activity In Other Comprehensive Income (Loss), Net Of The Related Tax Effects) (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | ||
Accumulated Other Comprehensive Income (Loss) | |||
Balance at the beginning of period | $ (8) | $ 7 | |
Other comprehensive (loss) income before reclassifications: | |||
Pre-tax amount | (9) | 3 | |
Tax (benefit) provision | (2) | 1 | |
After-tax amount | (6) | 2 | |
Amounts reclassified from accumulated other comprehensive income | [1] | (1) | (3) |
Net current-period other comprehensive income (loss) | (7) | (1) | |
Spin-off of the former TruGreen business | (2) | ||
Balance at the end of period | (15) | 4 | |
Unrealized Losses on Derivatives [Member] | |||
Accumulated Other Comprehensive Income (Loss) | |||
Balance at the beginning of period | (6) | ||
Other comprehensive (loss) income before reclassifications: | |||
Pre-tax amount | (6) | ||
Tax (benefit) provision | (2) | ||
After-tax amount | (4) | ||
Amounts reclassified from accumulated other comprehensive income | [1] | 3 | |
Net current-period other comprehensive income (loss) | (1) | ||
Balance at the end of period | (6) | ||
Unrealized Gains on Available-for-Sale Securities [Member] | |||
Accumulated Other Comprehensive Income (Loss) | |||
Balance at the beginning of period | 6 | 7 | |
Other comprehensive (loss) income before reclassifications: | |||
Pre-tax amount | 3 | ||
Tax (benefit) provision | 1 | ||
After-tax amount | 2 | ||
Amounts reclassified from accumulated other comprehensive income | [1] | (4) | (3) |
Net current-period other comprehensive income (loss) | (3) | (1) | |
Balance at the end of period | 2 | 6 | |
Foreign Currency Translation [Member] | |||
Accumulated Other Comprehensive Income (Loss) | |||
Balance at the beginning of period | (8) | ||
Other comprehensive (loss) income before reclassifications: | |||
Pre-tax amount | (3) | ||
After-tax amount | (3) | ||
Net current-period other comprehensive income (loss) | (3) | ||
Spin-off of the former TruGreen business | (2) | ||
Balance at the end of period | $ (10) | $ (2) | |
[1] | Amounts are net of tax. See reclassifications out of accumulated other comprehensive income (loss) below for further details. |
Comprehensive Income (Loss) (Sc
Comprehensive Income (Loss) (Schedule Of Reclassifications Out Of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Cost of services rendered and products sold | $ 365 | $ 351 | $ 668 | $ 639 |
Interest expense | 42 | 61 | 88 | 122 |
Interest and net investment income | (7) | (1) | (7) | (7) |
Provision for income taxes | (42) | (38) | (59) | (29) |
Total reclassifications for the period | (67) | $ (40) | (94) | 73 |
Amount Reclassified from Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassifications for the period | 2 | 1 | 3 | |
Unrealized Losses on Derivatives [Member] | Amount Reclassified from Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net losses on derivatives | (3) | (5) | ||
Provision for income taxes | 1 | 2 | ||
Total reclassifications for the period | (2) | (3) | ||
Unrealized Losses on Derivatives [Member] | Amount Reclassified from Accumulated Other Comprehensive Income [Member] | Fuel Swap Contracts [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Cost of services rendered and products sold | (1) | (3) | ||
Unrealized Losses on Derivatives [Member] | Amount Reclassified from Accumulated Other Comprehensive Income [Member] | Interest Rate Swap Contracts [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Interest expense | (2) | (2) | ||
Unrealized Gains on Available-for-Sale Securities [Member] | Amount Reclassified from Accumulated Other Comprehensive Income [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Interest and net investment income | 6 | 6 | 4 | |
Provision for income taxes | (2) | (2) | (1) | |
Total reclassifications for the period | $ 4 | $ 4 | $ 3 |
Supplemental Cash Flow Inform51
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash paid for or (received from): | ||
Interest expense | $ 93 | $ 117 |
Interest and dividend income | (1) | (2) |
Income taxes, net of refunds | 6 | 9 |
Capital lease and other non-cash financing transactions | $ 9 | $ 8 |
Cash and Marketable Securitie52
Cash and Marketable Securities (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Cash and Marketable Securities [Abstract] | |||||
Available For Sale Securities Continuous Unrealized Loss Position 12 Months or Longer Aggregate Loss Accumulated in Investments | $ 0 | $ 0 | $ 0 | ||
Aggregate fair value of investments with unrealized losses | 27 | 27 | $ 29 | ||
Gross realized losses or impairment charges due to other than temporary declines in the value of certain investments | $ 0 | $ 0 | $ 0 | $ 0 |
Cash and Marketable Securitie53
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 ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost of securities | $ 81 | $ 98 |
Gross unrealized gains of securities | 4 | 10 |
Gross unrealized losses of securities | (1) | (1) |
Fair value of securities | 84 | 107 |
Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost of debt securities | 62 | 65 |
Gross unrealized gains on debt securities | 1 | 1 |
Fair value of debt securities | 63 | 66 |
Equity Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost of equity securities | 19 | 33 |
Gross unrealized gains of equity securities | 3 | 9 |
Gross unrealized losses of equity securities | (1) | (1) |
Fair value of equity securities | $ 21 | $ 41 |
Cash and Marketable Securitie54
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 ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Cash and Marketable Securities [Abstract] | ||||
Proceeds from sale of securities | $ 20 | $ 1 | $ 20 | $ 43 |
Gross realized gains, pre-tax | 6 | 6 | 5 | |
Gross realized gains, net of tax | $ 4 | $ 4 | 3 | |
Gross realized losses, pre-tax | $ (1) | |||
Gross realized losses, net of tax |
Long-Term Debt (Refinancing of
Long-Term Debt (Refinancing of Indebtedness Narrative) (Details) - USD ($) | Feb. 17, 2015 | Jul. 16, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2015 | Apr. 01, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $ 14,000,000 | $ 27,000,000 | |||||
Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowings | $ 300,000,000 | ||||||
Parent Issuer [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $ 14,000,000 | $ 27,000,000 | |||||
8% 2020 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate (as a percent) | 8.00% | 8.00% | |||||
Repayment of principal amount | $ 190,000,000 | 200,000,000 | $ 100,000,000 | ||||
Loss on extinguishment of debt | $ 14,000,000 | $ 13,000,000 | |||||
Pre-payment premium | 11,000,000 | 12,000,000 | |||||
Write-off of debt issuance costs | $ 2,000,000 | $ 2,000,000 | |||||
Redemption percentage | 106.00% | ||||||
7% 2020 Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate (as a percent) | 7.00% | 7.00% | |||||
7% 2020 Notes [Member] | Expect [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Loss on extinguishment of debt | $ 31,000,000 | ||||||
Pre-payment premium | 25,000,000 | ||||||
Write-off of debt issuance costs | $ 6,000,000 | ||||||
7% 2020 Notes [Member] | Subsequent Event [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate (as a percent) | 7.00% | ||||||
Repayment of principal amount | $ 488,000,000 | ||||||
Redemption percentage | 105.25% | ||||||
Term Loan Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt instrument | 1,825,000,000 | ||||||
Incremental Term Loans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt instrument | $ 175,000,000 | ||||||
Incremental Term Loans [Member] | Subsequent Event [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face amount of debt instrument | $ 400,000,000 |
Long-Term Debt (Schedule Of Lon
Long-Term Debt (Schedule Of Long-Term Debt) (Details) - USD ($) $ in Millions | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | ||
Long-term debt [Line Items] | |||
Vehicle capital leases | [1] | $ 42 | $ 39 |
Less current portion | (41) | (39) | |
Total long-term debt | $ 2,797 | 3,017 | |
Variable rate basis | one-month LIBOR | ||
Vehicle Capital Leases [Member] | |||
Long-term debt [Line Items] | |||
Borrowing margin (as a percent) | 2.45% | ||
SvM [Member] | |||
Long-term debt [Line Items] | |||
Less current portion | $ (41) | (39) | |
Total long-term debt | 2,797 | 3,017 | |
Senior Secured Term Loan Facility Maturing In 2021 [Member] | |||
Long-term debt [Line Items] | |||
Long-term debt | [2] | 1,970 | 1,803 |
Unamortized portion of premium received | 16 | 17 | |
7% 2020 Notes [Member] | |||
Long-term debt [Line Items] | |||
Long-term debt | $ 488 | 488 | |
Interest rate (as a percent) | 7.00% | ||
8% 2020 Notes [Member] | |||
Long-term debt [Line Items] | |||
Long-term debt | [3] | 391 | |
Interest rate (as a percent) | 8.00% | ||
Unamortized portion of premium received | $ (1) | ||
Revolving Credit Facility Maturing In 2019 [Member] | |||
Long-term debt [Line Items] | |||
Long-term debt | |||
7.10% Maturing 2018, 7.45% Maturing 2027, 7.25% Maturing 2038 [Member] | |||
Long-term debt [Line Items] | |||
Unamortized portion of premium received | $ 56 | $ 59 | |
7.10% Notes Maturing In 2018 [Member] | |||
Long-term debt [Line Items] | |||
Long-term debt | [4] | $ 74 | 73 |
Interest rate (as a percent) | 7.10% | ||
7.45% Notes Maturing In 2027 [Member] | |||
Long-term debt [Line Items] | |||
Long-term debt | [4] | $ 163 | 161 |
Interest rate (as a percent) | 7.45% | ||
7.25% Notes Maturing In 2038 [Member] | |||
Long-term debt [Line Items] | |||
Long-term debt | [4] | $ 64 | 64 |
Interest rate (as a percent) | 7.25% | ||
Other [Member] | |||
Long-term debt [Line Items] | |||
Long-term debt | $ 37 | $ 37 | |
[1] | SvM has entered into a fleet management services agreement (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. | ||
[2] | As of June 30, 2015 and December 31, 2014, presented net of $16 million and $17 million, respectively, in unamortized original issue discount. | ||
[3] | As of December 31, 2014, includes $1 million in unamortized premium received on the sale of $100 million aggregate principal amount of such notes. | ||
[4] | As of June 30, 2015 and December 31, 2014, collectively presented net of $56 million and $59 million, respectively, of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates shown above. |
Long-Term Debt (Schedule of Int
Long-Term Debt (Schedule of Interest Rate Swap Agreements) (Details) - Jun. 30, 2015 - USD ($) $ in Thousands | Total | |
Floating Rate | one-month LIBOR | |
Interest rate swap agreements effective August 1, 2014 [Member] | ||
Notional amount | $ 300,000 | |
Fixed Rate (as a percent) | [1] | 1.786% |
Floating Rate | One month LIBOR | |
Interest rate swap agreements effective March 1, 2015 [Member] | ||
Notional amount | $ 400,000 | |
Fixed Rate (as a percent) | [1] | 1.927% |
Floating Rate | One month LIBOR | |
[1] | Before the application of the applicable borrowing margin. |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) $ in Millions | Feb. 28, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Acquisitions [Line Items] | ||||
Net purchase price | $ 23 | $ 44 | ||
Goodwill | 2,080 | $ 2,069 | ||
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 | 23 | 12 | ||
Goodwill | 16 | 8 | ||
Other intangibles related to acquisitions | $ 6 | $ 4 |
Acquisitions (Schedule Of Suppl
Acquisitions (Schedule Of Supplemental Cash Flow Information Regarding Acquisitions) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Supplemental cash flow information regarding acquisitions | ||
Assets acquired | $ 23 | $ 78 |
Liabilities assumed | (34) | |
Net assets acquired | 23 | 44 |
Net cash paid | 19 | 41 |
Seller financed debt | 4 | 3 |
Purchase price | $ 23 | $ 44 |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Discontinued Operations [Abstract] | |||||
Non-cash trade name impairment charge | $ 139 | ||||
Non-cash trade name impairment charge, net of tax | 84 | ||||
Expected service period for certain information technology services | 2 years | ||||
Written notice period for termination of service agreement | 90 days | ||||
Pre-tax goodwill impairment | $ 0 | $ 0 | $ 0 | $ 0 | |
Goodwill | $ 2,080 | $ 2,080 | $ 2,069 |
Discontinued Operations (Schedu
Discontinued Operations (Schedule Of Operating Results Of Discontinued Operations) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Operating results of discontinued operations | |||||
Revenue | $ 6 | ||||
Cost of services rendered and products sold | 12 | ||||
Selling and administrative expenses | $ 1 | $ 3 | $ 1 | 12 | |
Goodwill and trade name impairment | [1] | 139 | |||
Restructuring charges | 2 | ||||
Loss before income taxes | [1] | $ (1) | (4) | (1) | (159) |
Benefit for income taxes | [1] | (2) | (1) | (62) | |
Loss from discontinued operations, net of income taxes | [1] | (2) | (1) | (97) | |
Parent Issuer [Member] | |||||
Operating results of discontinued operations | |||||
Loss from discontinued operations, net of income taxes | $ (2) | $ (1) | $ (6) | ||
[1] | In the six months ended June 30, 2014, the Company recorded a pre-tax non-cash impairment charge of $139 million ($84 million, net of tax) associated with the trade name at its former TruGreen business, which is reported in Loss from discontinued operations, net of income taxes. |
Discontinued Operations (Sche62
Discontinued Operations (Schedule Of Assets And Liabilities Of Discontinued Operations) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Details of assets and liabilities and operating results of discontinued operations | |
Beginning Balance | $ 9 |
Ending Balance | 4 |
Parent Issuer [Member] | |
Details of assets and liabilities and operating results of discontinued operations | |
Beginning Balance | 9 |
Costs incurred | 1 |
Costs paid or otherwise settled | (6) |
Ending Balance | $ 4 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Income Taxes [Abstract] | |||||
Unrecognized tax benefits that would impact effective tax rate if recognized | $ 15 | $ 15 | $ 13 | ||
Estimated reduction in unrecognized tax benefits during the next 12 months | $ 1 | $ 1 | |||
Effective tax rate on income from continuing operations (as a percent) | 38.70% | 47.20% | 38.20% | 54.40% |
Business Segment Reporting (Nar
Business Segment Reporting (Narrative) (Details) - 6 months ended Jun. 30, 2015 - segment | Total |
Business Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Maximum percentage of revenue from customers and franchisees generated in foreign market | 2.00% |
Business Segment Reporting (Sch
Business Segment Reporting (Schedule Of Information For Continuing Operations For Each Reportable Segment And Other Operations And Headquarters) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ 716 | $ 683 | $ 1,288 | $ 1,216 | |
Identifiable Assets | 5,108 | 5,108 | $ 5,134 | ||
Capital Expenditures | 20 | 26 | |||
SvM [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 716 | 683 | 1,288 | 1,216 | |
Identifiable Assets | 5,107 | 5,107 | $ 5,135 | ||
Capital Expenditures | 20 | 26 | |||
Operating Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 716 | 681 | 1,286 | 1,213 | |
Reportable Segment Adjusted EBITDA | 192 | 175 | 328 | 292 | |
Depreciation & Amortization Expense | 24 | 26 | 48 | 51 | |
Operating Segment [Member] | SvM [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Reportable Segment Adjusted EBITDA | 192 | 175 | 328 | 292 | |
Depreciation & Amortization Expense | 24 | 26 | 48 | 51 | |
Terminix [Member] | Operating Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 395 | 376 | 731 | 696 | |
Reportable Segment Adjusted EBITDA | 101 | 93 | 190 | 171 | |
Terminix [Member] | Operating Segment [Member] | SvM [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Reportable Segment Adjusted EBITDA | 101 | 93 | 190 | 171 | |
American Home Shield [Member] | Operating Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 261 | 241 | 436 | 393 | |
Reportable Segment Adjusted EBITDA | 71 | 61 | 100 | 83 | |
American Home Shield [Member] | Operating Segment [Member] | SvM [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Reportable Segment Adjusted EBITDA | 71 | 61 | 100 | 83 | |
Franchise Services Group [Member] | Operating Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 60 | 64 | 120 | 124 | |
Reportable Segment Adjusted EBITDA | 20 | 21 | 39 | 38 | |
Franchise Services Group [Member] | Operating Segment [Member] | SvM [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Reportable Segment Adjusted EBITDA | 20 | 21 | 39 | 38 | |
Corporate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 1 | $ 2 | $ 1 | $ 3 |
Business Segment Reporting (S66
Business Segment Reporting (Schedule Of Reconciliation Of Reportable Segment Adjusted EBITDA To Net Income (Loss)) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Non-cash impairment of software and other related costs | $ 1 | $ (47) | |||
Non-cash stock-based compensation expense | $ (5) | (3) | |||
Restructuring charges | $ 0 | (1) | (2) | (6) | |
Gain on sale of Merry Maids branches | (2) | (3) | |||
Loss from discontinued operations, net of income taxes | [1] | (2) | (1) | (97) | |
Benefit (provision) for income taxes | (42) | (38) | (59) | (29) | |
Loss on extinguishment of debt | (14) | (27) | |||
Interest expense | (42) | (61) | (88) | (122) | |
Net Income (Loss) | 67 | 40 | 94 | (73) | |
SvM [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Non-cash impairment of software and other related costs | 1 | (47) | |||
Non-cash stock-based compensation expense | (5) | (3) | |||
Restructuring charges | (1) | (2) | (6) | ||
Gain on sale of Merry Maids branches | (2) | (3) | |||
Loss from discontinued operations, net of income taxes | (2) | (1) | (97) | ||
Benefit (provision) for income taxes | (42) | (38) | (59) | (29) | |
Loss on extinguishment of debt | (14) | (27) | |||
Interest expense | (42) | (61) | (88) | (122) | |
Net Income (Loss) | 67 | 41 | 94 | (72) | |
Operating Segment [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Reportable Segment Adjusted EBITDA | 192 | 175 | 328 | 292 | |
Depreciation and amortization expense | (24) | (26) | (48) | (51) | |
Non-cash impairment of software and other related costs | 1 | (47) | |||
Non-cash stock-based compensation expense | (2) | (1) | (5) | (3) | |
Restructuring charges | (1) | (2) | (6) | ||
Gain on sale of Merry Maids branches | 2 | 3 | |||
Management and consulting fees | (2) | (4) | |||
Loss from discontinued operations, net of income taxes | (2) | (1) | (97) | ||
Benefit (provision) for income taxes | (42) | (38) | (59) | (29) | |
Loss on extinguishment of debt | (14) | (27) | |||
Interest expense | (42) | (61) | (88) | (122) | |
Other non-operating expenses | (1) | (1) | (3) | ||
Net Income (Loss) | 67 | 40 | 94 | (73) | |
Operating Segment [Member] | SvM [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Reportable Segment Adjusted EBITDA | 192 | 175 | 328 | 292 | |
Depreciation and amortization expense | (24) | (26) | (48) | (51) | |
Non-cash impairment of software and other related costs | 1 | (47) | |||
Non-cash stock-based compensation expense | (2) | (1) | (5) | (3) | |
Restructuring charges | (1) | (2) | (6) | ||
Gain on sale of Merry Maids branches | 2 | 3 | |||
Management and consulting fees | (2) | (4) | |||
Loss from discontinued operations, net of income taxes | (2) | (1) | (97) | ||
Benefit (provision) for income taxes | (42) | (38) | (59) | (29) | |
Loss on extinguishment of debt | (14) | (27) | |||
Interest expense | (42) | (61) | (88) | (122) | |
Other non-operating expenses | (1) | (3) | 1 | ||
Net Income (Loss) | 67 | 41 | 94 | (72) | |
Terminix [Member] | Operating Segment [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Reportable Segment Adjusted EBITDA | 101 | 93 | 190 | 171 | |
Terminix [Member] | Operating Segment [Member] | SvM [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Reportable Segment Adjusted EBITDA | 101 | 93 | 190 | 171 | |
American Home Shield [Member] | Operating Segment [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Reportable Segment Adjusted EBITDA | 71 | 61 | 100 | 83 | |
American Home Shield [Member] | Operating Segment [Member] | SvM [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Reportable Segment Adjusted EBITDA | 71 | 61 | 100 | 83 | |
Franchise Services Group [Member] | Operating Segment [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Reportable Segment Adjusted EBITDA | 20 | 21 | 39 | 38 | |
Franchise Services Group [Member] | Operating Segment [Member] | SvM [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Reportable Segment Adjusted EBITDA | 20 | 21 | 39 | 38 | |
Corporate [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Restructuring charges | [2] | (4) | |||
Other Operations and Headquarters [Member] | Operating Segment [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Reportable Segment Adjusted EBITDA | (1) | (4) | (5) | (6) | |
Other Operations and Headquarters [Member] | Operating Segment [Member] | SvM [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Reportable Segment Adjusted EBITDA | $ (1) | $ (4) | $ (5) | $ (6) | |
[1] | In the six months ended June 30, 2014, the Company recorded a pre-tax non-cash impairment charge of $139 million ($84 million, net of tax) associated with the trade name at its former TruGreen business, which is reported in Loss from discontinued operations, net of income taxes. | ||||
[2] | For the six months ended June 30, 2015, these charges included severance costs.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 six months ended June 30, 2014, these charges included professional fees of $1 million and severance and other costs of $3 million. |
Related Party Transactions (Con
Related Party Transactions (Consulting Agreement and TruGreen Spin-off Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Related party transactions | ||||
Expected service period for certain information technology services | 2 years | |||
Written notice period for termination of service agreement | 90 days | |||
Fees due from New TruGreen | $ 182 | $ 178 | $ 334 | $ 329 |
CD&R [Member] | ||||
Related party transactions | ||||
Annual consulting fees | 6 | |||
Consulting fees recorded | 2 | 0 | 4 | |
StepStone, JPMorgan and Ridgemont [Member] | ||||
Related party transactions | ||||
Annual consulting fees | 1 | |||
New TruGreen's [Member] | ||||
Related party transactions | ||||
Fees due from New TruGreen | 7 | 9 | 15 | 19 |
SvM [Member] | ||||
Related party transactions | ||||
Fees due from New TruGreen | $ 182 | $ 177 | $ 334 | $ 328 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - Jun. 30, 2015 - USD ($) | Total |
Derivative Instruments, Gain (Loss) [Line Items] | |
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 | (5,000,000) |
Fuel Swap Contracts [Member] | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Aggregate notional amount | $ 33,000,000 |
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 ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Recurring [Member] | Quoted Price In Active Markets (Level 1) [Member] | ||
Financial Assets: | ||
Deferred compensation trust assets | $ 8 | $ 8 |
Investments in marketable securities | 38 | 53 |
Total financial assets | 46 | 62 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Financial Assets: | ||
Investments in marketable securities | 39 | 45 |
Total financial assets | 39 | 45 |
Derivative liability, Noncurrent | 4 | |
Total financial liabilities | 8 | 4 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Interest Rate Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative liability, Noncurrent | 8 | |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Financial Assets: | ||
Derivative liability, Current | 6 | |
Total financial liabilities | 3 | 6 |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Fuel Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative liability, Current | 3 | |
Carrying Value [Member] | ||
Carrying amount and estimated fair value of the company's financial instrument | ||
Total debt | 2,838 | 3,057 |
Carrying Value [Member] | Recurring [Member] | ||
Financial Assets: | ||
Deferred compensation trust assets | 8 | 8 |
Investments in marketable securities | 77 | 99 |
Total financial assets | 84 | 107 |
Derivative liability, Current | 6 | |
Derivative liability, Noncurrent | 4 | |
Total financial liabilities | 10 | 10 |
Carrying Value [Member] | Recurring [Member] | Fuel Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative liability, Current | 3 | |
Carrying Value [Member] | Recurring [Member] | Interest Rate Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative liability, Noncurrent | 8 | |
Estimated Fair Value [Member] | ||
Carrying amount and estimated fair value of the company's financial instrument | ||
Total debt | $ 2,936 | $ 3,102 |
Fair Value Measurements (Sche70
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] $ in Millions | 6 Months Ended |
Jun. 30, 2015USD ($) | |
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 | $ (6) |
Total gains (realized and unrealized): | |
Included in earnings | (3) |
Included in accumulated other comprehensive income | 3 |
Settlements | 3 |
Balance at the end of the period | $ (3) |
Fair Value Measurements (Sche71
Fair Value Measurements (Schedule Of Level 3 Financial Instruments) (Details) - Fuel Swap Contract Assets (Liabilities) [Member] $ in Millions | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2015USD ($)$ / gal | Dec. 31, 2014USD ($)$ / gal | Jun. 30, 2014USD ($) | Dec. 31, 2013USD ($) | |||
Information relating to the significant unobservable inputs of Level 3 financial instruments | ||||||
Fair value at the end of the period | $ | $ (3) | $ (6) | $ 1 | $ 1 | ||
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) | 2.35 | 2.06 | [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) | 2.97 | 2.71 | [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) | [1] | 2.62 | 2.39 | |||
[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 (Sche72
Fair Value Measurements (Schedule Of Effect Of Derivative Instruments) (Details) - Derivatives designated as Cash Flow Hedge Relationships [Member] $ in Millions | 6 Months Ended |
Jun. 30, 2015USD ($) | |
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 | $ 1 |
Effective Portion of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings | (3) |
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 | (6) |
Effective Portion of Gain (Loss) Reclassified from Accumulated Other Comprehensive Income into Earnings | $ (2) |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | Jul. 01, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Number of shares of Common Stock offered | 41,285,000 | ||||
Stock Options [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 400,000 | 3,400,000 | 400,000 | 3,300,000 |
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 ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Earnings Per Share [Abstract] | |||||
(Loss) Income from continuing operations | $ 67 | $ 42 | $ 95 | $ 24 | |
Weighted average common shares outstanding | 134.9 | 91.9 | 134.7 | 91.8 | |
Effect of dilutive securities: | |||||
RSUs | 0.2 | 0.2 | 0.2 | 0.2 | |
Stock options | [1] | 1.4 | 0.1 | 1.4 | 0.1 |
Weighted average common share outstanding-assuming dilution | 136.5 | 92.2 | 136.3 | 92.1 | |
Basic earnings per share from continuing operations (in dollars per share) | $ 0.50 | $ 0.46 | $ 0.71 | $ 0.26 | |
Diluted earnings per share from continuing operations (in dollars per share) | $ 0.49 | $ 0.46 | $ 0.70 | $ 0.26 | |
[1] | Options to purchase 0.4 million and 3.4 million shares for the three months ended June 30, 2015 and 2014, respectively, and 0.4 million and 3.3 million shares for the shares for the six months ended June 30, 2015 and 14, respectively, were not included in the diluted earnings 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 Finan75
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Details of debt | ||||
Interest expense | $ 42 | $ 61 | $ 88 | $ 122 |
SvM [Member] | ||||
Details of debt | ||||
Interest expense | 42 | $ 61 | 88 | 122 |
Guarantors [Member] | ||||
Details of debt | ||||
Interest expense | $ 31 | $ 65 | $ 5 | |
8% 2020 Notes [Member] | ||||
Details of debt | ||||
Interest rate (as a percent) | 8.00% | 8.00% | ||
7% 2020 Notes [Member] | ||||
Details of debt | ||||
Interest rate (as a percent) | 7.00% | 7.00% |
Condensed Consolidating Finan76
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries (Schedule Of Condensed Consolidating Statement Of Operations And Comprehensive Income) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Condensed Financial Statements, Captions [Line Items] | |||||
Revenue | $ 716 | $ 683 | $ 1,288 | $ 1,216 | |
Cost of services rendered and products sold | 365 | 351 | 668 | 639 | |
Selling and administrative expenses | 182 | 178 | 334 | 329 | |
Amortization expense | 12 | 14 | 25 | 27 | |
Gain on sale of Merry Maids branches | (2) | (3) | |||
Impairment of software and other related costs | (1) | 47 | |||
Restructuring charges | 0 | 1 | 2 | 6 | |
Interest expense | 42 | 61 | 88 | 122 | |
Interest and net investment loss (income) | (7) | (1) | (7) | (7) | |
Loss on extinguishment of debt | 14 | 27 | |||
Income from Continuing Operations before Income Taxes | 109 | 80 | 154 | 53 | |
(Benefit) Provision for income taxes | 42 | 38 | 59 | 29 | |
Income from Continuing Operations | 67 | 42 | 95 | 24 | |
(Loss) income from discontinued operations, net of income taxes | [1] | (2) | (1) | (97) | |
Net Income (Loss) | 67 | 40 | 94 | (73) | |
Total Comprehensive Income (Loss) | 65 | 42 | 88 | (74) | |
Eliminations [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Revenue | (14) | (14) | (28) | (29) | |
Cost of services rendered and products sold | (14) | (14) | (27) | (29) | |
Selling and administrative expenses | (1) | ||||
Equity in earnings of subsidiaries (net of tax) | (123) | (80) | (171) | 173 | |
Net Income (Loss) | (123) | (80) | (171) | 173 | |
Total Comprehensive Income (Loss) | (116) | (82) | (162) | 176 | |
Parent Issuer [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Selling and administrative expenses | 1 | 2 | 2 | 4 | |
Interest expense | 12 | 61 | 23 | 116 | |
Interest and net investment loss (income) | 2 | 1 | 3 | 2 | |
Loss on extinguishment of debt | 14 | 27 | |||
Income from Continuing Operations before Income Taxes | (28) | (64) | (55) | (122) | |
(Benefit) Provision for income taxes | (5) | (43) | (14) | (62) | |
Income from Continuing Operations | (24) | (21) | (41) | (61) | |
(Loss) income from discontinued operations, net of income taxes | (2) | (1) | (6) | ||
Equity in earnings of subsidiaries (net of tax) | 91 | 64 | 136 | (6) | |
Net Income (Loss) | 67 | 41 | 94 | (72) | |
Total Comprehensive Income (Loss) | 65 | 43 | 88 | (74) | |
Guarantors [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Revenue | 437 | 427 | 820 | 798 | |
Cost of services rendered and products sold | 239 | 237 | 452 | 450 | |
Selling and administrative expenses | 87 | 87 | 157 | 157 | |
Amortization expense | 11 | 12 | 21 | 24 | |
Gain on sale of Merry Maids branches | (2) | (3) | |||
Restructuring charges | 1 | 1 | 2 | ||
Interest expense | 31 | 65 | 5 | ||
Income from Continuing Operations before Income Taxes | 71 | 90 | 126 | 160 | |
(Benefit) Provision for income taxes | 13 | 42 | 22 | 61 | |
Income from Continuing Operations | 58 | 48 | 104 | 99 | |
(Loss) income from discontinued operations, net of income taxes | 59 | ||||
Equity in earnings of subsidiaries (net of tax) | 32 | 16 | 35 | (167) | |
Net Income (Loss) | 90 | 64 | 140 | (9) | |
Total Comprehensive Income (Loss) | 86 | 65 | 136 | (10) | |
Non-Guarantors [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Revenue | 293 | 270 | 496 | 447 | |
Cost of services rendered and products sold | 140 | 128 | 243 | 218 | |
Selling and administrative expenses | 94 | 88 | 176 | 167 | |
Amortization expense | 2 | 2 | 3 | 3 | |
Impairment of software and other related costs | (1) | 47 | |||
Restructuring charges | 1 | 4 | |||
Interest expense | 1 | ||||
Interest and net investment loss (income) | (8) | (3) | (10) | (9) | |
Income from Continuing Operations before Income Taxes | 67 | 55 | 83 | 16 | |
(Benefit) Provision for income taxes | 34 | 39 | 51 | 30 | |
Income from Continuing Operations | 33 | 16 | 32 | (14) | |
(Loss) income from discontinued operations, net of income taxes | (150) | ||||
Net Income (Loss) | 33 | 16 | 32 | (164) | |
Total Comprehensive Income (Loss) | 30 | 17 | 26 | (166) | |
SvM [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Revenue | 716 | 683 | 1,288 | 1,216 | |
Cost of services rendered and products sold | 365 | 351 | 668 | 639 | |
Selling and administrative expenses | 182 | 177 | 334 | 328 | |
Amortization expense | 12 | 14 | 25 | 27 | |
Gain on sale of Merry Maids branches | (2) | (3) | |||
Impairment of software and other related costs | (1) | 47 | |||
Restructuring charges | 1 | 2 | 6 | ||
Interest expense | 42 | 61 | 88 | 122 | |
Interest and net investment loss (income) | (7) | (1) | (7) | (7) | |
Loss on extinguishment of debt | 14 | 27 | |||
Income from Continuing Operations before Income Taxes | 109 | 81 | 154 | 54 | |
(Benefit) Provision for income taxes | 42 | 38 | 59 | 29 | |
Income from Continuing Operations | 67 | 43 | 95 | 25 | |
(Loss) income from discontinued operations, net of income taxes | (2) | (1) | (97) | ||
Net Income (Loss) | 67 | 41 | 94 | (72) | |
Total Comprehensive Income (Loss) | $ 65 | $ 43 | $ 88 | $ (74) | |
[1] | In the six months ended June 30, 2014, the Company recorded a pre-tax non-cash impairment charge of $139 million ($84 million, net of tax) associated with the trade name at its former TruGreen business, which is reported in Loss from discontinued operations, net of income taxes. |
Condensed Consolidating Finan77
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries (Schedule Of Condensed Consolidating Statement Of Financial Position) (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
Current Assets: | ||||
Cash and cash equivalents | $ 361 | $ 389 | $ 528 | $ 484 |
Marketable securities | 23 | 19 | ||
Receivables | 476 | 441 | ||
Inventories | 40 | 42 | ||
Prepaid expenses and other assets | 50 | 44 | ||
Deferred customer acquisition costs | 34 | 35 | ||
Deferred taxes | 66 | 76 | ||
Total Current Assets | 1,049 | 1,044 | ||
Property and Equipment: | ||||
At cost | 392 | 369 | ||
Less: accumulated depreciation | (253) | (233) | ||
Net Property and Equipment | 139 | 136 | ||
Other Assets: | ||||
Goodwill | 2,080 | 2,069 | ||
Intangible assets, primarily trade names, service marks and trademarks, net | 1,677 | 1,696 | ||
Notes receivable | 30 | 26 | ||
Long-term marketable securities | 61 | 88 | ||
Other assets | 43 | 41 | ||
Debt issuance costs | 28 | 34 | ||
Total Assets | 5,108 | 5,134 | ||
Current Liabilities: | ||||
Accounts payable | 116 | 84 | ||
Accrued liabilities: | ||||
Payroll and related expenses | 61 | 82 | ||
Self-insured claims and related expenses | 119 | 92 | ||
Accrued interest payable | 22 | 34 | ||
Other | 67 | 51 | ||
Deferred revenue | 541 | 514 | ||
Liabilities of discontinued operations | 4 | 9 | ||
Current portion of long-term debt | 41 | 39 | ||
Total Current Liabilities | 972 | 905 | ||
Long-Term Debt | 2,797 | 3,017 | ||
Other Long-Term Liabilities: | ||||
Deferred taxes | 717 | 715 | ||
Other long-term obligations, primarily self-insured claims | 149 | 138 | ||
Shareholder's (Deficit) Equity | 473 | 359 | ||
Total Liabilities and Shareholders' Equity | 5,108 | 5,134 | ||
Eliminations [Member] | ||||
Current Assets: | ||||
Receivables | (111) | (97) | ||
Prepaid expenses and other assets | (15) | |||
Deferred taxes | (2) | |||
Total Current Assets | (114) | (112) | ||
Other Assets: | ||||
Notes receivable | (6) | (6) | ||
Investments in and advances to subsidiaries | (4,862) | (4,602) | ||
Other assets | (19) | (19) | ||
Total Assets | (5,001) | (4,740) | ||
Accrued liabilities: | ||||
Accrued interest payable | (1) | |||
Other | (2) | (14) | ||
Current portion of long-term debt | (111) | (97) | ||
Total Current Liabilities | (114) | (112) | ||
Long-Term Debt | (6) | (6) | ||
Other Long-Term Liabilities: | ||||
Deferred taxes | (19) | (19) | ||
Intercompany payable | (891) | (777) | ||
Total Other Long-Term Liabilities | (910) | (796) | ||
Shareholder's (Deficit) Equity | (3,971) | (3,826) | ||
Total Liabilities and Shareholders' Equity | (5,001) | (4,740) | ||
Parent Issuer [Member] | ||||
Current Assets: | ||||
Cash and cash equivalents | 147 | 232 | 363 | 401 |
Receivables | 1 | 2 | ||
Prepaid expenses and other assets | 7 | 21 | ||
Deferred taxes | 35 | 65 | ||
Total Current Assets | 191 | 319 | ||
Other Assets: | ||||
Notes receivable | 6 | 6 | ||
Long-term marketable securities | 8 | 8 | ||
Investments in and advances to subsidiaries | 3,530 | 3,403 | ||
Other assets | 39 | 37 | ||
Debt issuance costs | 28 | 34 | ||
Total Assets | 3,802 | 3,807 | ||
Accrued liabilities: | ||||
Payroll and related expenses | 2 | 2 | ||
Self-insured claims and related expenses | 5 | 6 | ||
Accrued interest payable | 23 | 34 | ||
Other | 4 | 7 | ||
Liabilities of discontinued operations | 4 | 9 | ||
Current portion of long-term debt | 130 | 114 | ||
Total Current Liabilities | 168 | 172 | ||
Long-Term Debt | 2,738 | 2,962 | ||
Other Long-Term Liabilities: | ||||
Intercompany payable | 367 | 279 | ||
Other long-term obligations, primarily self-insured claims | 44 | 31 | ||
Total Other Long-Term Liabilities | 412 | 310 | ||
Shareholder's (Deficit) Equity | 484 | 362 | ||
Total Liabilities and Shareholders' Equity | 3,802 | 3,807 | ||
Guarantors [Member] | ||||
Current Assets: | ||||
Cash and cash equivalents | 9 | 7 | 8 | 7 |
Receivables | 108 | 102 | ||
Inventories | 39 | 40 | ||
Prepaid expenses and other assets | 27 | 18 | ||
Deferred customer acquisition costs | 17 | 18 | ||
Deferred taxes | 44 | 33 | ||
Total Current Assets | 243 | 218 | ||
Property and Equipment: | ||||
At cost | 229 | 217 | ||
Less: accumulated depreciation | (148) | (135) | ||
Net Property and Equipment | 81 | 82 | ||
Other Assets: | ||||
Goodwill | 1,674 | 1,664 | ||
Intangible assets, primarily trade names, service marks and trademarks, net | 921 | 937 | ||
Investments in and advances to subsidiaries | 1,332 | 1,199 | ||
Other assets | 19 | 20 | ||
Total Assets | 4,270 | 4,120 | ||
Current Liabilities: | ||||
Accounts payable | 64 | 42 | ||
Accrued liabilities: | ||||
Payroll and related expenses | 29 | 37 | ||
Self-insured claims and related expenses | 29 | 26 | ||
Other | 18 | 18 | ||
Deferred revenue | 99 | 98 | ||
Current portion of long-term debt | 20 | 21 | ||
Total Current Liabilities | 259 | 242 | ||
Long-Term Debt | 38 | 36 | ||
Other Long-Term Liabilities: | ||||
Deferred taxes | 463 | 463 | ||
Other long-term obligations, primarily self-insured claims | 21 | 22 | ||
Total Other Long-Term Liabilities | 484 | 486 | ||
Shareholder's (Deficit) Equity | 3,489 | 3,356 | ||
Total Liabilities and Shareholders' Equity | 4,270 | 4,120 | ||
Non-Guarantors [Member] | ||||
Current Assets: | ||||
Cash and cash equivalents | 192 | 129 | 144 | 68 |
Marketable securities | 23 | 19 | ||
Receivables | 478 | 434 | ||
Inventories | 2 | 2 | ||
Prepaid expenses and other assets | 17 | 20 | ||
Deferred customer acquisition costs | 17 | 16 | ||
Total Current Assets | 728 | 620 | ||
Property and Equipment: | ||||
At cost | 163 | 152 | ||
Less: accumulated depreciation | (105) | (98) | ||
Net Property and Equipment | 59 | 54 | ||
Other Assets: | ||||
Goodwill | 406 | 405 | ||
Intangible assets, primarily trade names, service marks and trademarks, net | 756 | 760 | ||
Notes receivable | 30 | 26 | ||
Long-term marketable securities | 54 | 80 | ||
Other assets | 4 | 3 | ||
Total Assets | 2,037 | 1,947 | ||
Current Liabilities: | ||||
Accounts payable | 52 | 41 | ||
Accrued liabilities: | ||||
Payroll and related expenses | 29 | 41 | ||
Self-insured claims and related expenses | 85 | 60 | ||
Other | 37 | 41 | ||
Deferred revenue | 442 | 415 | ||
Current portion of long-term debt | 2 | 2 | ||
Total Current Liabilities | 648 | 600 | ||
Long-Term Debt | 27 | 25 | ||
Other Long-Term Liabilities: | ||||
Deferred taxes | 272 | 271 | ||
Intercompany payable | 524 | 498 | ||
Other long-term obligations, primarily self-insured claims | 83 | 84 | ||
Total Other Long-Term Liabilities | 879 | 853 | ||
Shareholder's (Deficit) Equity | 482 | 469 | ||
Total Liabilities and Shareholders' Equity | 2,037 | 1,947 | ||
SvM [Member] | ||||
Current Assets: | ||||
Cash and cash equivalents | 348 | 368 | $ 515 | $ 476 |
Marketable securities | 23 | 19 | ||
Receivables | 476 | 441 | ||
Inventories | 40 | 42 | ||
Prepaid expenses and other assets | 50 | 44 | ||
Deferred customer acquisition costs | 34 | 35 | ||
Deferred taxes | 77 | 97 | ||
Total Current Assets | 1,048 | 1,045 | ||
Property and Equipment: | ||||
At cost | 392 | 369 | ||
Less: accumulated depreciation | (253) | (233) | ||
Net Property and Equipment | 139 | 136 | ||
Other Assets: | ||||
Goodwill | 2,080 | 2,069 | ||
Intangible assets, primarily trade names, service marks and trademarks, net | 1,677 | 1,696 | ||
Notes receivable | 30 | 26 | ||
Long-term marketable securities | 61 | 88 | ||
Other assets | 43 | 41 | ||
Debt issuance costs | 28 | 34 | ||
Total Assets | 5,107 | 5,135 | ||
Current Liabilities: | ||||
Accounts payable | 116 | 84 | ||
Accrued liabilities: | ||||
Payroll and related expenses | 60 | 80 | ||
Self-insured claims and related expenses | 119 | 92 | ||
Accrued interest payable | 22 | 34 | ||
Other | 57 | 51 | ||
Deferred revenue | 541 | 514 | ||
Liabilities of discontinued operations | 4 | 9 | ||
Current portion of long-term debt | 41 | 39 | ||
Total Current Liabilities | 961 | 902 | ||
Long-Term Debt | 2,797 | 3,017 | ||
Other Long-Term Liabilities: | ||||
Deferred taxes | 716 | 715 | ||
Other long-term obligations, primarily self-insured claims | 149 | 138 | ||
Total Other Long-Term Liabilities | 865 | 853 | ||
Shareholder's (Deficit) Equity | 484 | 362 | ||
Total Liabilities and Shareholders' Equity | $ 5,107 | $ 5,135 |
Condensed Consolidating Finan78
Condensed Consolidating Financial Statements of The ServiceMaster Company, LLC and Subsidiaries (Schedule Of Condensed Consolidating Statement Of Cash Flows) (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Condensed Financial Statements, Captions [Line Items] | ||
Cash and Cash Equivalents at Beginning of Period | $ 389 | $ 484 |
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | 210 | 149 |
Cash Flows from Investing Activities from Continuing Operations | ||
Property additions | (20) | (26) |
Sale of equipment and other assets | 4 | 1 |
Other business acquisitions, net of cash acquired | (19) | (41) |
Notes receivable, financial investments and securities, net | 15 | 30 |
Net Cash Used for Investing Activities from Continuing Operations | (20) | (36) |
Cash Flows from Financing Activities from Continuing Operations: | ||
Borrowings of debt | 178 | |
Payments of debt | (411) | (22) |
Debt issuance costs paid | (2) | |
Contribution to TruGreen Holding Corporation | (35) | |
Excess tax benefits from stock-based compensation | 10 | |
Net Cash Used for Financing Activities from Continuing Operations | (213) | (54) |
Cash Flows from Discontinued Operations: | ||
Cash used for operating activities | (6) | (10) |
Cash used for investing activities | (2) | |
Cash used for financing activities | (3) | |
Net Cash Used for Discontinued Operations | (6) | (15) |
Cash Decrease During the Period | (28) | 44 |
Cash and Cash Equivalents at End of Period | 361 | 528 |
Eliminations [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | (26) | (30) |
Cash Flows from Investing Activities from Continuing Operations | ||
Sale of equipment and other assets | (2) | |
Notes receivable, financial investments and securities, net | 2 | |
Cash Flows from Financing Activities from Continuing Operations: | ||
Shareholders' dividends | 26 | 30 |
Net Cash Used for Financing Activities from Continuing Operations | 26 | 30 |
Parent Issuer [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Cash and Cash Equivalents at Beginning of Period | 232 | 401 |
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | 23 | (124) |
Cash Flows from Investing Activities from Continuing Operations | ||
Notes receivable from affiliate | (2) | |
Net Cash Used for Investing Activities from Continuing Operations | (2) | |
Cash Flows from Financing Activities from Continuing Operations: | ||
Borrowings of debt | 175 | |
Payments of debt | (400) | (11) |
Debt issuance costs paid | (2) | |
Contribution to TruGreen Holding Corporation | (35) | |
Contribution from Holdings | 20 | |
Net intercompany advances | 105 | 143 |
Net Cash Used for Financing Activities from Continuing Operations | (101) | 97 |
Cash Flows from Discontinued Operations: | ||
Cash used for operating activities | (6) | (9) |
Net Cash Used for Discontinued Operations | (6) | (9) |
Cash Decrease During the Period | (84) | (38) |
Cash and Cash Equivalents at End of Period | 147 | 363 |
Guarantors [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Cash and Cash Equivalents at Beginning of Period | 7 | 7 |
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | 143 | 225 |
Cash Flows from Investing Activities from Continuing Operations | ||
Property additions | (5) | (5) |
Sale of equipment and other assets | 6 | |
Other business acquisitions, net of cash acquired | (17) | (9) |
Notes receivable, financial investments and securities, net | 1 | |
Net Cash Used for Investing Activities from Continuing Operations | (15) | (14) |
Cash Flows from Financing Activities from Continuing Operations: | ||
Payments of debt | (11) | (9) |
Shareholders' dividends | (13) | (15) |
Excess tax benefits from stock-based compensation | 10 | |
Net intercompany advances | (112) | (186) |
Net Cash Used for Financing Activities from Continuing Operations | (126) | (210) |
Cash Flows from Discontinued Operations: | ||
Cash Decrease During the Period | 2 | 1 |
Cash and Cash Equivalents at End of Period | 9 | 8 |
Non-Guarantors [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Cash and Cash Equivalents at Beginning of Period | 129 | 68 |
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | 72 | 78 |
Cash Flows from Investing Activities from Continuing Operations | ||
Property additions | (14) | (21) |
Sale of equipment and other assets | 1 | |
Other business acquisitions, net of cash acquired | (2) | (32) |
Notes receivable, financial investments and securities, net | 12 | 30 |
Net Cash Used for Investing Activities from Continuing Operations | (5) | (22) |
Cash Flows from Financing Activities from Continuing Operations: | ||
Borrowings of debt | 3 | |
Payments of debt | (1) | (2) |
Shareholders' dividends | (13) | (15) |
Net intercompany advances | 7 | 43 |
Net Cash Used for Financing Activities from Continuing Operations | (4) | 26 |
Cash Flows from Discontinued Operations: | ||
Cash used for operating activities | (1) | |
Cash used for investing activities | (2) | |
Cash used for financing activities | (3) | |
Net Cash Used for Discontinued Operations | (6) | |
Cash Decrease During the Period | 63 | 76 |
Cash and Cash Equivalents at End of Period | 192 | 144 |
SvM [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Cash and Cash Equivalents at Beginning of Period | 368 | 476 |
Net Cash (Used for) Provided from Operating Activities from Continuing Operations | 211 | 149 |
Cash Flows from Investing Activities from Continuing Operations | ||
Property additions | (20) | (26) |
Sale of equipment and other assets | 4 | 1 |
Other business acquisitions, net of cash acquired | (19) | (41) |
Notes receivable, financial investments and securities, net | 15 | 30 |
Notes receivable from affiliate | (2) | |
Net Cash Used for Investing Activities from Continuing Operations | (20) | (38) |
Cash Flows from Financing Activities from Continuing Operations: | ||
Borrowings of debt | 178 | |
Payments of debt | (411) | (22) |
Debt issuance costs paid | (2) | |
Contribution to TruGreen Holding Corporation | (35) | |
Contribution from Holdings | 20 | |
Excess tax benefits from stock-based compensation | 10 | |
Net Cash Used for Financing Activities from Continuing Operations | (205) | (57) |
Cash Flows from Discontinued Operations: | ||
Cash used for operating activities | (6) | (10) |
Cash used for investing activities | (2) | |
Cash used for financing activities | (3) | |
Net Cash Used for Discontinued Operations | (6) | (15) |
Cash Decrease During the Period | (19) | 39 |
Cash and Cash Equivalents at End of Period | $ 348 | $ 515 |