Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 19, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | SERVICEMASTER GLOBAL HOLDINGS INC | ||
Entity Central Index Key | 1,428,875 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 135,575,559 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Public Float | $ 3,814 | ||
Entity Well-known Seasoned Issuer | Yes |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Consolidated Statements of Operations and Comprehensive Income (Loss) [Abstract] | ||||
Revenue | $ 2,594 | $ 2,457 | $ 2,293 | |
Cost of services rendered and products sold | 1,375 | 1,298 | 1,220 | |
Selling and administrative expenses | 666 | 669 | 691 | |
Amortization expense | 38 | 52 | 51 | |
401(k) Plan corrective contribution | 23 | |||
Impairment of software and other related costs | 47 | |||
Consulting agreement termination fees | 21 | |||
Restructuring charges | 5 | 11 | 6 | |
Gain on sale of Merry Maids branches | (7) | (1) | ||
Interest expense | 167 | 219 | 247 | |
Interest and net investment income | (9) | (7) | (8) | |
Loss on extinguishment of debt | 58 | 65 | ||
Other expense | 9 | |||
Income from Continuing Operations before Income Taxes | 270 | 84 | 86 | |
Provision for income taxes | 107 | 40 | 43 | |
Equity in losses of joint venture | (1) | |||
Income from Continuing Operations | 162 | 43 | 42 | |
Loss from discontinued operations, net of income taxes | [1] | (2) | (100) | (549) |
Net Income (Loss) | 160 | (57) | (507) | |
Other Comprehensive (Loss) Income, Net of Income Taxes: | ||||
Net unrealized (losses) gains on securities | (3) | (1) | 1 | |
Net unrealized (losses) gains on derivative instruments | (2) | (6) | 3 | |
Foreign currency translation loss | (8) | (5) | (4) | |
Other Comprehensive Loss, Net of Income Taxes | (13) | (13) | ||
Total Comprehensive Income (Loss) | $ 147 | $ (70) | $ (507) | |
Weighted average common shares outstanding - Basic | 135 | 112.8 | 91.6 | |
Weighted-average common shares outstanding - Diluted | 136.6 | 113.8 | 92.2 | |
Basic Earnings (Loss) Per Share: | ||||
Income from Continuing Operations (in dollars per share) | $ 1.20 | $ 0.38 | $ 0.46 | |
Loss from discontinued operations, net of income taxes (in dollars per share) | (0.01) | (0.88) | (6) | |
Net Income (Loss) (in dollars per share) | 1.19 | (0.50) | (5.53) | |
Diluted Earnings (Loss) Per Share: | ||||
Income from Continuing Operations (in dollars per share) | 1.19 | 0.38 | 0.46 | |
Loss from discontinued operations, net of income taxes (in dollars per share) | (0.01) | (0.88) | (5.95) | |
Net Income (Loss) (in dollars per share) | $ 1.17 | $ (0.50) | $ (5.49) | |
[1] | During the years ended December 31, 2014 and 2013, the Company recorded pre-tax non-cash impairment charges of $139 million ($84 million, net of tax) and $673 million ($521 million, net of tax), respectively, associated with the goodwill and trade name at its former TruGreen business, which is reported in Loss from discontinued operations, net of income taxes in the consolidated statements of operations and comprehensive income (loss). |
Consolidated Statements of Fina
Consolidated Statements of Financial Position - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 296 | $ 389 |
Marketable securities | 24 | 19 |
Receivables, less allowances of $23 and $25, respectively | 487 | 441 |
Inventories | 40 | 42 |
Prepaid expenses and other assets | 54 | 44 |
Deferred customer acquisition costs | 32 | 35 |
Total Current Assets | 933 | 969 |
Other Assets: | ||
Property and equipment, net | 160 | 136 |
Goodwill | 2,129 | 2,069 |
Intangible assets, primarily trade names, service marks and trademarks, net | 1,704 | 1,696 |
Notes receivable | 32 | 26 |
Long-term marketable securities | 57 | 88 |
Other assets | 83 | 44 |
Total Assets | 5,098 | 5,028 |
Current Liabilities: | ||
Accounts payable | 110 | 84 |
Accrued liabilities: | ||
Payroll and related expenses | 64 | 82 |
Self-insured claims and related expenses | 106 | 92 |
Accrued interest payable | 10 | 34 |
Other | 59 | 51 |
Deferred revenue | 552 | 514 |
Liabilities of discontinued operations | 9 | |
Current portion of long-term debt | 54 | 39 |
Total Current Liabilities | 955 | 905 |
Long-Term Debt | 2,698 | 2,987 |
Other Long-Term Liabilities: | ||
Deferred taxes | 687 | 640 |
Other long-term obligations, primarily self-insured claims | 213 | 138 |
Total Other Long-Term Liabilities | $ 901 | $ 778 |
Commitments and Contingencies (Note 9) | ||
Shareholders' Equity: | ||
Common stock $0.01 par value (authorized 2,000,000,000 shares with 143,170,897 shares issued and 135,511,176 outstanding at December 31, 2015 and 141,731,682 shares issued and 134,092,335 outstanding at December 31, 2014) | $ 2 | $ 2 |
Additional paid-in capital | 2,245 | 2,207 |
Accumulated deficit | (1,560) | (1,720) |
Accumulated other comprehensive loss | (21) | (8) |
Less common stock held in treasury, at cost (7,659,721 shares at December 31, 2015 and 7,639,347 shares at December 31, 2014) | (122) | (122) |
Total Shareholders' Equity | 545 | 359 |
Total Liabilities and Shareholders' Equity | $ 5,098 | $ 5,028 |
Consolidated Statements of Fin4
Consolidated Statements of Financial Position (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Consolidated Statements of Financial Position [Abstract] | ||
Allowance for receivables (in dollars) | $ 23 | $ 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) | 143,170,897 | 141,731,682 |
Common stock, shares outstanding (in shares) | 135,511,176 | 134,092,335 |
Treasury stock (in shares) | 7,659,721 | 7,639,347 |
Consolidated Statements of Shar
Consolidated Statements of Shareholder's Equity - USD ($) $ in Millions | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Treasury Stock [Member] | Total |
Balance, shares at Dec. 31, 2012 | 98,000,000 | (6,000,000) | ||||
Balance, value at Dec. 31, 2012 | $ 1 | $ 1,513 | $ (883) | $ 7 | $ (103) | $ 535 |
Net income (loss) | (507) | (507) | ||||
Total Comprehensive Income (Loss) | (507) | (507) | ||||
Issuance of common stock, shares | 1,000,000 | |||||
Issuance of common stock, value | 7 | 7 | ||||
Exercise of stock options, value | 1 | 1 | ||||
Vesting of RSUs, value | (1) | (1) | ||||
DSUs converted into common stock | (1) | $ 1 | ||||
Repurchase of common stock, shares | (1,000,000) | |||||
Repurchase of common stock, value | $ (16) | (16) | ||||
Stock-based employee compensation | 4 | 4 | ||||
Balance, shares at Dec. 31, 2013 | 99,000,000 | (7,000,000) | ||||
Balance at Dec. 31, 2013 | $ 1 | 1,523 | (1,390) | 7 | $ (118) | 23 |
Net income (loss) | (57) | (57) | ||||
Other comprehensive income, net of tax | (13) | (13) | ||||
Total Comprehensive Income (Loss) | (57) | (13) | (70) | |||
Net assets distributed to New TruGreen | (274) | (1) | (275) | |||
Issuance of common stock, value | 6 | 6 | ||||
Issuance of common stock through IPO, shares | 41,000,000 | |||||
Issuance of common stock through IPO, value | 663 | 663 | ||||
Exercise of stock options, shares | 1,000,000 | |||||
Exercise of stock options, value | 10 | 10 | ||||
Vesting of RSUs, value | (1) | (1) | ||||
DSUs converted into common stock | (1) | 1 | ||||
Repurchase of common stock, value | $ (5) | (5) | ||||
Stock-based employee compensation | 8 | 8 | ||||
Balance, shares at Dec. 31, 2014 | 142,000,000 | (8,000,000) | ||||
Balance at Dec. 31, 2014 | $ 2 | 2,207 | (1,720) | (8) | $ (122) | 359 |
Net income (loss) | 160 | 160 | ||||
Other comprehensive income, net of tax | (13) | (13) | ||||
Total Comprehensive Income (Loss) | 160 | (13) | $ 147 | |||
Issuance of common stock, shares | 80,711,763 | |||||
Issuance of common stock, value | 1 | $ 1 | ||||
Exercise of stock options, shares | 1,000,000 | 1,182,674 | ||||
Exercise of stock options, value | 15 | $ 15 | ||||
DSUs converted into common stock | (1) | 1 | ||||
Repurchase of common stock, value | $ (1) | (1) | ||||
Stock-based employee compensation | 10 | 10 | ||||
Excess tax benefits from stock-based compensation | 13 | 13 | ||||
Balance, shares at Dec. 31, 2015 | 143,000,000 | (8,000,000) | ||||
Balance at Dec. 31, 2015 | $ 2 | $ 2,245 | $ (1,560) | $ (21) | $ (122) | $ 545 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Consolidated Statements of Cash Flows [Abstract] | ||||
Cash and Cash Equivalents at Beginning of Period | $ 389 | $ 484 | $ 418 | |
Cash Flows from Operating Activities from Continuing Operations: | ||||
Net Income (Loss) | 160 | (57) | (507) | |
Adjustments to reconcile net loss to net cash provided from operating activities: | ||||
Loss from discontinued operations, net of income taxes | [1] | 2 | 100 | 549 |
Equity in losses of joint venture | 1 | |||
Depreciation expense | 47 | 48 | 48 | |
Amortization expense | 38 | 52 | 51 | |
Amortization of debt issuance costs | 5 | 8 | 10 | |
401(k) Plan corrective contribution | 23 | |||
Impairment of software and other related costs | 47 | |||
Gain on sale of Merry Maids branches | (7) | (1) | ||
Loss on extinguishment of debt | 58 | 65 | ||
Call premium paid on retirement of debt | (49) | (35) | ||
Deferred income tax provision | 60 | 29 | 33 | |
Stock-based compensation expense | 10 | 8 | 4 | |
Excess tax benefits from stock-based compensation | (13) | |||
Gain on sales of marketable securities | (6) | (4) | (2) | |
Other | 16 | 7 | 3 | |
Change in working capital, net of acquisitions: | ||||
Receivables | (44) | (34) | (21) | |
Inventories and other current assets | 5 | (1) | (1) | |
Accounts payable | 18 | (1) | 16 | |
Deferred revenue | 38 | 39 | 25 | |
Accrued liabilities | 1 | 1 | (1) | |
Accrued interest payable | (24) | (17) | 2 | |
Accrued restructuring charges | (2) | 3 | (3) | |
Current income taxes | 2 | (3) | ||
Net Cash Provided from Operating Activities from Continuing Operations | 336 | 253 | 208 | |
Cash Flows from Investing Activities from Continuing Operations: | ||||
Property additions | (40) | (35) | (39) | |
Sale of equipment and other assets | 14 | 2 | 1 | |
Other business acquisitions, net of cash acquired | (92) | (58) | (32) | |
Purchases of available-for-sale securities | (6) | (11) | (38) | |
Sales and maturities of available-for-sale securities | 32 | 51 | 38 | |
Origination of notes receivable | (98) | (85) | (73) | |
Collections on notes receivable | 92 | 79 | 73 | |
Net Cash Used for Investing Activities from Continuing Operations | (98) | (56) | (70) | |
Cash Flows from Financing Activities from Continuing Operations: | ||||
Borrowings of debt | 583 | 1,825 | 1 | |
Payments of debt | (923) | (2,698) | (53) | |
Discount paid on issuance of debt | (2) | (18) | (12) | |
Debt issuance costs paid | (5) | (24) | (6) | |
Contribution to TruGreen Holding Corporation | (35) | |||
Repurchase of common stock and RSU vesting | (6) | (16) | ||
Issuance of common stock | 16 | 679 | 8 | |
Excess tax benefits from stock-based compensation | 13 | |||
Net Cash Used for Financing Activities from Continuing Operations | (319) | (277) | (78) | |
Cash Flows from Discontinued Operations: | ||||
Cash (used for) provided from operating activities | (11) | (11) | 39 | |
Cash used for investing activities | (2) | (21) | ||
Cash used for financing activities | (3) | (12) | ||
Net Cash (Used for) Provided from Discontinued Operations | (11) | (15) | 6 | |
Effect of Exchange Rate Changes on Cash | (2) | |||
Cash (Decrease) Increase During the Period | (92) | (95) | 66 | |
Cash and Cash Equivalents at End of Period | $ 296 | $ 389 | $ 484 | |
[1] | During the years ended December 31, 2014 and 2013, the Company recorded pre-tax non-cash impairment charges of $139 million ($84 million, net of tax) and $673 million ($521 million, net of tax), respectively, associated with the goodwill and trade name at its former TruGreen business, which is reported in Loss from discontinued operations, net of income taxes in the consolidated statements of operations and comprehensive income (loss). |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation ServiceMaster 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. All consolidated Company subsidiaries are wholly-owned. Intercompany transactions and balances have been eliminated. Initial Public Offering On June 25, 2014, the Company’s registration statement on Form S-1 was declared effective by the SEC for an initial public offering of its common stock. The Company 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, the Company 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, the Company’s registration statement on Form S-1 was declared effective by the SEC for a secondary offering of its common stock. The Company 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, the Company’s registration statement on Form S-1 was declared effective by the SEC for a secondary offering of its common stock. The Company 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. On November 5, 2015, the Company’s shelf registration statement on Form S-3 was automatically declared effective by the SEC for a secondary offering of its common stock. The Company registered on behalf of certain stockholders the offering and sale of 28,961,763 shares of common stock. On November 5, 2015, the selling stockholders completed the offering of 28,961,763 shares of common stock at a price of $33.91 per share. The Company did not receive any of the proceeds from the aggregate 80,711,763 shares of common stock sold by the selling stockholders in 2015 . |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies Consolidation The consolidated financial statements of the Company include all of its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements requires management to make certain estimates and assumptions required under GAAP which may differ from actual results. The more significant areas requiring the use of management estimates relate to revenue recognition; the allowance for uncollectible receivables; accruals for self-insured retention limits related to medical, workers ’ compensation, auto and general liability insurance claims; accruals for home warranties and termite damage claims; the possible outcome of outstanding litigation; accruals for income tax liabilities as well as deferred tax accounts; the deferral and amortization of customer acquisition costs; share based compensation; useful lives for depreciation and amortization expense; the valuation of marketable securities; and the valuation of tangible and intangible assets. In 2015, there were no changes in the significant areas that require estimates or in the underlying methodologies used in determining the amounts of these associated estimates. The allowance for receivables is developed based on several factors including overall customer credit quality, historical write-off experience and specific account analyses that project the ultimate collectability of the outstanding balances. As such, these factors may change over time causing the allowance 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 percent of annual consolidated revenue from continuing operations) consists principally of continuing monthly fees based upon the franchisee ’ s customer-level revenue. Monthly fee revenue is recognized when the related customer-level revenue generating activity is performed by the franchisee and collectability is reasonably assured. Franchise revenue also includes initial fees resulting from the sale of a franchise or a license. These initial franchise or license fees are pre-established fixed amounts and are recognized as revenue when collectability is reasonably assured and all material services or conditions relating to the sale have been substantially performed. Total profits from the franchised operations were $75 million, $71 million, and $68 million for the years ended December 31, 2015, 2014 and 2013, respectively. The portion of total franchise fee income related to initial fees received from the sale of franchises was immaterial to the Company ’ s consolidated financial statements for all periods. Revenues are presented net of sales taxes collected and remitted to government taxing authorities on the consolidated statements of operations and comprehensive income (loss). The Company had $552 million and $514 million of deferred revenue as of December 31, 2015 and 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 $32 million and $35 million as of December 31, 2015 and 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 and digital promotions, is capitalized and amortized over its expected period of future benefits. Deferred advertising costs are included in Prepaid expenses and other assets on the consolidated statements of financial position. Advertising expense for the years ended December 31, 2015, 2014 and 2013 was $113 million, $122 million and $114 million, respectively. Inventory Inventories are recorded at the lower of cost (primarily on a weighted - average cost basis) or market. The Company ’ s inventory primarily consists of finished goods to be used on the customers ’ premises or sold to franchisees. Property and Equipment, Intangible Assets and Goodwill Property and equipment consist of the following: Estimated As of December 31, Useful Lives (In millions) 2015 2014 (Years) Land $ 6 $ 6 N/A Buildings and improvements 38 35 10 - 40 Technology and communications 200 185 3 - 7 Machinery, production equipment and vehicles 146 124 3 - 9 Office equipment, furniture and fixtures 17 19 5 - 7 408 369 Less accumulated depreciation (248) (233) Net property and equipment $ 160 $ 136 Depreciation of property and equipment, including depreciation of assets held under capital leases, was $47 million, $48 million and $48 million for the years ended December 31, 2015, 2014 and 2013, respectively. The Company recorded an impairment charge of $47 million ( $28 million, net of tax) in the year ended December 31, 2014 related to its decision in the first quarter of 2014 to abandon its efforts to deploy a new operating system at American Home Shield. This impairment represented an adjustment of the carrying value of the asset to its estimated fair value of zero on a non-recurring basis. As of December 31, 2015 and 2014, goodwill was $2,129 million and $2,069 million, respectively, and intangible assets consisted primarily of indefinite-lived trade names in the amount of $1,608 million and other intangible assets in the amount of $96 million and $88 million, respectively. Fixed assets and intangible assets with finite lives are depreciated and amortized on a straight-line basis over their estimated useful lives. These lives are based on the Company ’ s previous experience for similar assets, potential market obsolescence and other industry and business data. As required by accounting standards for the impairment or disposal of long-lived assets, the Company ’ s fixed assets and finite-lived intangible assets are tested for recoverability whenever events or changes in circumstances indicate 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. As required under accounting standards for goodwill and other intangibles, goodwill is not subject to amortization, and intangible assets with indefinite useful lives are not amortized until their useful lives are determined to no longer be indefinite. Goodwill and intangible assets that are not subject to amortization are subject to assessment for impairment by applying a fair-value based test on an annual basis or more frequently if circumstances indicate a potential impairment. The Company adopted the provisions of ASU 2011-08, “ Testing Goodwill for Impairment, ” in the fourth quarter of 2011. This ASU gives entities the option of performing a qualitative assessment before calculating the fair value of a reporting unit in Step 1 of the goodwill impairment test. If entities determine, on the basis of qualitative factors, that the fair value of a reporting unit is more likely than not greater than its carrying amount, the two-step impairment test would not be required. For the 2015, 2014 and 2013 annual goodwill impairment analysis performed as of October 1 of each year, the Company did not perform qualitative assessments on any reporting unit, but instead completed Step 1 of the goodwill impairment test for all reporting units. Goodwill and indefinite-lived intangible assets, primarily the Company ’ s trade names, are assessed annually for impairment during the fourth quarter or earlier upon the occurrence of certain events or substantive changes in circumstances. The Company ’ s 2015, 2014, and 2013 annual impairment analyses, which were performed as of October 1 of each year, did no t result in any goodwill or trade name impairments to continuing operations. Restricted Net Assets There are third-party restrictions on the ability of certain of the Company ’ s subsidiaries to transfer funds to the Company. These restrictions are related to regulatory requirements at American Home Shield and to a subsidiary borrowing arrangement at SMAC. The payment of ordinary and extraordinary dividends by the Company ’ s home warranty and similar subsidiaries (through which the Company conducts its American Home Shield business) are subject to significant regulatory restrictions under the laws and regulations of the states in which they operate. Among other things, such laws and regulations require certain such subsidiaries to maintain minimum capital and net worth requirements and may limit the amount of ordinary and extraordinary dividends and other payments that these subsidiaries can pay to the Company. As of December 31, 2015, the total net assets subject to these third-party restrictions was $169 million. None of the Company ’ s subsidiaries are obligated to make funds available to the Company through the payment of dividends. Financial Instruments and Credit Risk The Company has entered into specific financial arrangements in the normal course of business to manage certain market risks, with a policy of matching positions and limiting the terms of contracts to relatively short durations. The effect of derivative financial instrument transactions could have a material impact on the Company ’ s financial statements. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. The Company has historically hedged a significant portion of its annual fuel consumption. The Company has also historically hedged the interest payments on a portion of its variable rate debt through the use of interest rate swap agreements. All of the Company ’ s fuel swap contracts and interest rate swap contracts are classified as cash flow hedges, and, as such, the hedging instruments are recorded on the consolidated statements of financial position as either an asset or liability at fair value, with the effective portion of changes in the fair value attributable to the hedged risks recorded in accumulated other comprehensive income (loss). 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 and notes receivable 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. See Note 18 to the consolidated financial statements for information relating to the fair value of financial instruments. Stock-Based Compensation Stock-based compensation expense for stock options 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 for future grants may differ materially from that recorded in the current period related to options granted to date. In addition, the Company estimates the expected forfeiture rate and only recognizes expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience. To the extent the actual forfeiture rate is different from the estimate, stock-based compensation expense is adjusted accordingly. See Note 17 to the consolidated financial statements for more details. 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. Earnings Per Share Basic earnings (loss) per share is computed by dividing ne t 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 19 to the consolidated financial statements for more details. Newly Issued Accounting Standards In April 2014, the Financial Accounting Standards Board ( “ FASB ” ) issued ASU 2014-08, “ Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity ” to change the criteria for reporting discontinued operations and enhance the convergence of the FASB ’ s and the International Standard Board ’ s reporting requirements for discontinued operations. The changes in ASU 2014-08 amend the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have or will have a major effect on an entity ’ s operations and financial results. ASU 2014-08 requires expanded disclosures for discontinued operations and also requires an entity to disclose the pretax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting. ASU 2014-08 is 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 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. ASU 2014-09 is 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 previous guidance, an entity reported debt issuance costs in the balance sheet as deferred charges (i.e., as an asset). The ASU specifies that “ 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. ” ASU 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. As allowed by ASU 2015-03, the Company has elected to early adopt the amendments of this ASU as of December 31, 2015. The adoption of ASU 2015-03 has been accounted for as a change in accounting principle resulting in the retrospective presentation of debt issuance costs as a direct deduction from the face amount of debt. The Company historically and currently reports the amortization of debt issuance costs as interest expense. As a result of the implementation of this ASU, $31 million of debt issuance costs, as of December 31, 2014, were retrospectively reclassified to Long Term Debt, and the Debt Issuance Costs line was removed from the Consolidated Statements of Financial Position. The remaining $3 million of debt issuance costs, as of December 31, 2014, were related to the Revolving Credit Facility maturing in 2019 and have been reclassified to Other Assets. In November 2015, the FASB issued ASU 2015-17, “ Balance Sheet Classification of Deferred Taxes ” to change the classification of deferred tax assets ( “ DTAs ” ) and deferred tax liabilities ( “ DTLs ” ) in financial statements as part of the FASB ’ s simplification initiative. Under previous guidance, an entity presented DTAs and DTLs as current and noncurrent in the balance sheet. The ASU specifies that “ an entity shall classify deferred tax liabilities and assets as noncurrent amounts. ” ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. As allowed by ASU 2015-17, the Company has elected to early adopt the amendments of this ASU. The adoption of ASU 2015-17 has been accounted for as a change in accounting principle with retrospective reclassification of current DTAs and DTLs to noncurrent. As a result of the implementation of this ASU, $76 million of current DTAs, as of December 31, 2014, were retrospectively reclassified to noncurrent and netted Other long term liabilities – Deferred taxes, and the Deferred taxes line within Assets was removed from the Consolidated Statements of Financial Position. In January 2016, the FASB issued ASU 2016-01, “ Recognition and Measurement of Financial Assets and Financial Liabilities ” to change how entities measure certain equity investments, to require the disclosure of changes in the fair value of financial liabilities measured under the fair value option that are attributable to a company ’ s own credit, and to change certain other disclosure requirements. The changes in ASU 2016-01 specifically require that the changes in fair value of all investments in equity securities be recognized in net income. The Company is impacted as unrealized gains or losses on the Company ’ s available-for-sale securities are currently recognized in other comprehensive income. The amendments in ASU 2016-01 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and will be adopted prospectively. |
Business Segment Reporting
Business Segment Reporting | 12 Months Ended |
Dec. 31, 2015 | |
Business Segment Reporting [Abstract] | |
Business Segment Reporting | Note 3. Business Segment Reporting The business of the Company is conducted through three reportable segments: Terminix, American Home Shield and Franchise Services Group. In accordance with accounting standards for segments, the Company ’ s reportable segments are strategic business units that offer different services. The Terminix segment provides termite and pest control services to residential and commercial customers and distributes pest control products. The American Home Shield segment provides home warranties for household systems and appliances. The Franchise Services Group segment provides residential and commercial disaster restoration, janitorial and cleaning services through franchises primarily under the ServiceMaster, ServiceMaster Restore and ServiceMaster Clean brand names, home cleaning services through franchises and Company-owned operations primarily under the Merry Maids brand name, on-site wood furniture repair and restoration services primarily under the Furniture Medic brand name and home inspection services primarily under the AmeriSpec brand name. Corporate includes SMAC, the Company’s financing subsidiary exclusively dedicated to providing financing to its franchisees and retail customers of its operating units, and the Company ’ s headquarters operations (substantially all of which costs are allocated to the Company ’ s reportable segments), which provide various technology, marketing, finance, legal and other support services to the reportable segments. The composition of the Company’s reportable segments is consistent with that used by the Company’s 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 to the consolidated financial statements . The Company derives substantially all of its revenue from customers and franchisees in the United States with approximately two percent generated in foreign markets. Operating expenses of the business units consist primarily of direct costs and indirect costs allocated from Corporate. Identifiable assets are those used in carrying out the operations of the business unit and include intangible assets directly related to its operations. In periods prior to the TruGreen Spin-off, expenses which were allocated to TruGreen but are not reflected in discontinued operations were included in Corporate . Such expenses amounted to $38 million in 2013. 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; loss on extinguishment of debt; interest expense; depreciation and amortization expense; 401(k) Plan corrective contribution; 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. The Company believe s 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, cons ulting agreements and equity-based, long-term incentive plans. Information for continuing operations for each reportable segment and Corporate is presented below: Year Ended December 31, (In millions) 2015 2014 2013 Revenue: Terminix $ 1,444 $ 1,370 $ 1,309 American Home Shield 917 828 740 Franchise Services Group 232 253 236 Reportable Segment Revenue $ 2,592 $ 2,450 $ 2,285 Corporate 2 7 8 Total Revenue $ 2,594 $ 2,457 $ 2,293 Reportable Segment Adjusted EBITDA: (1) Terminix $ 347 $ 309 $ 266 American Home Shield 205 179 145 Franchise Services Group 77 78 78 Reportable Segment Adjusted EBITDA $ 630 $ 566 $ 489 Identifiable Assets: Terminix $ 2,764 $ 2,663 $ 2,682 American Home Shield 1,137 1,063 1,000 Franchise Services Group 492 506 510 Reportable Segment Identifiable Assets $ 4,394 $ 4,232 $ 4,192 Corporate 705 796 949 Total Identifiable Assets (2) $ 5,098 $ 5,028 $ 5,141 Depreciation & Amortization Expense: Terminix $ 59 $ 73 $ 73 American Home Shield 9 9 8 Franchise Services Group 8 8 8 Reportable Segment Depreciation & Amortization Expense $ 75 $ 90 $ 89 Corporate 9 10 10 Total Depreciation & Amortization Expense (3) $ 84 $ 100 $ 99 Capital Expenditures: Terminix $ 9 $ 7 $ 11 American Home Shield 7 10 13 Franchise Services Group 3 4 3 Reportable Segment Capital Expenditures $ 19 $ 21 $ 27 Corporate 21 15 12 Total Capital Expenditures $ 40 $ 35 $ 39 ________________________________ (1) Presented below is a reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss): Year Ended December 31, (In millions) 2015 2014 2013 Reportable Segment Adjusted EBITDA: Terminix $ 347 $ 309 $ 266 American Home Shield 205 179 145 Franchise Services Group 77 78 78 Reportable Segment Adjusted EBITDA $ 630 $ 566 $ 489 Unallocated corporate expenses $ (9) $ (9) $ (39) Depreciation and amortization expense (84) (100) (99) 401(k) Plan corrective contribution (23) — — Non-cash stock-based compensation expense (10) (8) (4) Restructuring charges (5) (11) (6) Gain on sale of Merry Maids branches 7 1 — Non-cash impairment of software and other related costs — (47) — Management and consulting fees — (4) (7) Consulting agreement termination fees — (21) — Loss from discontinued operations, net of income taxes (2) (100) (549) Provision for income taxes (107) (40) (43) Loss on extinguishment of debt (58) (65) — Interest expense (167) (219) (247) Other non-operating expenses (12) — (2) Net Income (Loss) $ 160 $ (57) $ (507) ___________________________________ (2) Assets of discontinued operations are not included in the business segment table. (3) There are no adjustments necessary to reconcile total depreciation and amortization as presented in the business segment table to consolidated totals. Amortization of debt issue costs is not included in the business segment table. See Note 4 to the consolidated financial statements for information relating to segment goodwil l. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets | Note 4. Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets are not amortized and are subject to assessment for impairment by applying a fair-value based test on an annual basis or more frequently if circumstances indicate a potential impairment. The Company ’ s annual assessment date is October 1. There were no goodwill or trade name impairment charges recorded in continuing operations during the years ended December 31, 2015 , 201 4, and 2013. There were no accumulated impairment losses recorded in continuing operations as of December 31, 201 5, 2014 and 201 3 . 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, 2013 $ 1,480 348 190 2,018 Acquisitions 18 34 1 53 Other (1) (1) — (1) (3) Balance as of December 31, 2014 1,497 381 191 2,069 Acquisitions 74 — — 74 Disposals — — (9) (9) Other (1) (4) — (1) (5) Balance as of December 31, 2015 $ 1,567 $ 381 $ 182 $ 2,129 ___________________________________ (1) Reflects the impact of foreign exchange rates. The table below summarizes the other intangible asset balances for continuing operations: As of December 31, 2015 As of December 31, 2014 Accumulated Accumulated (In millions) Gross Amortization Net Gross Amortization Net Trade names (1) $ 1,608 — 1,608 $ 1,608 $ — $ 1,608 Customer relationships 571 (517) 53 533 (489) 44 Franchise agreements 88 (63) 25 88 (59) 29 Other 53 (36) 18 47 (32) 15 Total $ 2,320 $ (616) $ 1,704 $ 2,277 $ (581) $ 1,696 ___________________________________ (1) Not subject to amortization. Amortization expense of $38 million, $52 million and $51 million was recorded in the years ended December 31, 201 5 , 201 4 and 201 3 , respectively . For the existing intangible assets, the Company anticipates amortization expense of $30 million, $19 million, $13 million, $8 million and $6 million in 2016, 2017, 2018 , 2019 and 20 20 , respectively . During t he years ended December 31, 201 4 and 201 3 , the Company recorded pre-tax non-cash impairment charges of $139 million ( $84 million, net of tax) and $673 million ( $521 million, net of tax), respectively, associated with the goodwill and trade name at its former TruGreen business, which is reported in Loss from discontinued operations, net of income taxes in the consolidated statements of operations and comprehensive income (loss) . |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | Note 5. Income Taxes As of December 31, 201 5 , 201 4 and 201 3 , the Company has $16 million, $13 million and $8 million, respectively, of tax benefits primarily reflected in state tax returns that have not been recognized for financial reporting purposes ( “ unrecognized tax benefits ” ). At December 31, 201 5 and 201 4 , $12 million and $11 million, respectively, of unrecognized tax benefits would impact the effective tax rate if recognized. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows: Year Ended December 31, (In millions) 2015 2014 2013 Gross unrecognized tax benefits at beginning of period $ 13 $ 8 $ 8 Increases in tax positions for prior years — 1 1 Increases in tax positions for current year 3 7 1 Lapse in statute of limitations (1) (1) (2) Gross unrecognized tax benefits at end of period $ 16 $ 13 $ 8 Based on information currently available, it is reasonably possible that over the next 12 month period unrecognized tax benefits may decrease by $7 million as the result of settlements of ongoing audits, statute of limitation expirations or final settlements of uncertain tax positions in multiple jurisdictions. As of December 31, 201 4 , the Company believed that it was reasonably possible that a decrease of up to $1 million in unrecognized tax benefits would have occurred during the year ended December 31, 201 5 . During the year ended December 31, 201 5, unrecognized tax benefits actually decreased by $1 million as a result of the closing of certain state audits and the expiration of statutes of limitation. The Company files consolidated and separate income tax returns in the U.S. federal jurisdiction and in many state and foreign jurisdictions. The Company has been audited by the IRS through its year ended December 31, 201 3 , and is no longer subject to state and local or foreign income tax examinations by tax authorities for years before 2008. In the ordinary course of business, the Company is subject to review by domestic and foreign taxing authorities. For U.S. federal income tax purposes, the Company participates in the IRS ’ s Compliance Assurance Process whereby its U.S. federal income tax returns are reviewed by the IRS both prior to and after their filing. The U.S. federal income tax returns filed by the Company through the year ended December 31, 201 3 have been audited by the IRS. In the second quarter of 201 5 , the IRS completed the audits of the Company ’ s tax returns for the year ended December 31, 201 3 with no adjustments or additional payments. The Company ’ s tax returns for the year ended December 31, 201 4 are under audit, which is expected to be completed by the second quarter of 201 6 . The IRS commenced examinations of the Company ’ s U.S. federal income tax returns for 201 5 in the first quarter of 201 5 . The examination is anticipated to be completed by the second quarter of 201 7 . Five state tax authorities are in the process of auditing state income tax returns of various subsidiaries. The Company ’ s policy is to recognize potential interest and penalties related to its tax posi tions within the tax provision. Total interest and penalties included in the consolidated statements of income are immaterial. As of December 31, 201 5 and 201 4 , the Company had accrued for the payment of interest and penalties of less than $1 million . The components of income (loss) from continuing operations before income taxes are as follows: Year Ended December 31, (In millions) 2015 2014 2013 U.S. $ 266 $ 79 $ 80 Foreign 4 5 6 Income from Continuing Operations before Income Taxes $ 270 $ 84 $ 86 The reconciliation of income tax computed at the U.S. federal statutory tax rate to the Company ’ s effective income tax rate for continuing operations is as follows: Year Ended December 31, 2015 2014 2013 Tax at U.S. federal statutory rate 35.0 % 35.0 % 35.0 % State and local income taxes, net of U.S. federal benefit 3.2 12.3 9.6 Tax credits (0.8) (3.1) (2.6) Other permanent items 2.4 1.8 0.8 Stock option forfeitures — 1.6 4.2 Other, including foreign rate differences and reserves — 0.6 3.1 Effective rate 39.8 % 48.2 % 50.1 % The effective tax rate for discontinued operations for the years ended December 31, 201 5 , 201 4 and 2013 was a tax benefit of 37.7 percent, 38.1 percent an d 23.3 percent, respectively. The effective tax rate for the year ending December 31, 2013 was impacted by the impairment of non-deductible goodwill. Income tax expense from continuing operations is as follows: Year Ended December 31, (In millions ) 2015 2014 2013 Current: U.S. federal $ 33 $ — $ 1 Foreign 2 3 3 State and local 12 9 5 47 11 9 Deferred: U.S. federal 59 27 27 Foreign — — — State and local 1 2 7 60 29 33 Provision for income taxes $ 107 $ 40 $ 43 On December 18, 2015, the President signed into law the Protecting Americans from Tax Hikes Act of 2015, which retroactively extended the number of tax deductions and credits that otherwise would have expired . This legislation did not have a significant impact on our total income tax expense. Deferred income tax expense results from timing differences in the recognition of income and expense for income tax and financial reporting purposes. Deferred income tax balances reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and income tax purposes. The deferred tax asset primarily reflects the impact of future tax deductions related to the Company ’ s accruals and certain net operating loss carryforwards. The deferred tax liability is primarily attributable to the basis differences related to intangible assets. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The valuation allowance for deferred tax assets as of December 31, 201 5 was $7 million. Significant components of the Company ’ s deferred tax balances are as follows: As of December 31, (In millions) 2015 2014 Long-term deferred tax assets (liabilities): Intangible assets (1) $ (719) $ (718) Property and equipment (21) (19) Prepaid expenses and deferred customer acquisition costs (17) (16) Receivables allowances 13 12 Self-insured claims and related expenses 11 9 Accrued liabilities 30 34 Other long-term obligations (14) (25) Net operating loss and tax credit carryforwards 37 90 Less valuation allowance (7) (7) Net Long-term deferred tax liability $ (687) $ (640) ___________________________________ (1) The deferred tax liability relates primarily to the difference in the tax versus book basis of intangible assets. The Company had $760 million and $764 million of deferred tax liability included in this net deferred tax liability as of December 31, 2015 and 2014, respectively, that will not actually be paid unless certain business units of the Company are sold. As of December 31, 201 5 , the Company had deferred tax assets, net of valuation allowances, of $31 million for federal and state net operating loss and capital loss carryforwards, which expire at various dates up to 2034. The Company also had deferred tax assets, net of valuation allowances, of $1 million for federal and state credit carryforwards which expire at various dates up to 2034 . The federal and state net operating loss carryforwards in the filed income tax returns included unrecognized tax benefits taken in prior years. The net operating losses for which a deferred tax asset is recognized for financial statement purposes in accordance with ASC 740 are presented net of these unrecognized tax benefits. As a result of certain realization requirements of ASC 718, the table of deferred tax assets and liabilities shown above does not include certain deferred tax assets as of December 31, 2014 that arose directly from tax deductions related to equity compensation greater than compensation recognized for financial reporting. Equity was increased by $3 million when such deferred tax assets were realized as of December 31, 2015. The Company uses ASC 740 ordering when determining when excess tax benefits have been realized. For the year ended December 31, 2011, the Company reorganized certain foreign subsidiaries in conjunction with its international growth initiatives and evaluated its liquidity requirements in the United States and the capital requirements of its foreign subsidiaries. Based on these factors, the Company considers undistributed earnings of its foreign subs idiaries as of December 31, 2015 to be indefinitely reinvested. Accordingly, the Company has not recorded any material deferred taxes for U.S. or foreign withholding taxes on the excess of the amount for financial reporting purposes over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration. Cumulative undistributed earnings of the Company’s foreign subsidiaries amounted to $56 million and $53 million as of December 31, 2015 and 2014, respectively. This amount becomes taxable upon a repatriation of assets from the subsidiary or a sale or liquidation of the subsidiary. Should these earnings become taxable, the Company could be subject to U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes in various jurisdictions. Determination of the amount of any unrecognized deferred income tax liability on this temporary difference is not practicable due to the complexities of the hypothetical calculation. The amount of cash associated with indefinitely reinvested foreign earnings was approximately $17 million and $20 million as of December 31, 201 5 and 201 4 , respectively. The Company does not anticipate the need to repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with domestic debt service requirements . |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions [Abstract] | |
Acquisitions | Note 6. Acquisitions Acquisitions have been accounted for using the acquisition method and, accordingly, the results of operations of the acquired businesses have been included in the Company ’ s consolidated financial statements since their dates of acquisition. The assets and liabilities of these businesses were recorded in the financial statements at their estimated fair values as of the acquisition dates. 201 5 During the year ended December 31, 2015, the Company completed several pest control and termite acquisitions. The total net purchase price for these acquisitions was $125 million . The Company recorded goodwill of $74 million and other intangibles, primarily customer relationships, of $46 million related to these acquisitions. The fair value of assets acquired and liabilities assumed from the acquisition of Alterra was based on a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period. In particular, the Company is still evaluating the fair value of certain intangible assets. As the Company finalizes the fair value of assets acquired and liabilities assumed, additional purchased price adjustments may be recorded during the measurement period in 2016. Prior Years On February 28, 2014, the Company acquired HSA. The total net purchase price for this acquisition was $32 million. The Company recorded goodwill of $34 million and other intangibles of $18 million related to this acquisition. During the year ended December 31, 2014, the Company completed several pest control, termite and franchise acquisitions. The total net purchase price for these acquisitions was $32 million. The Company recorded goodwill of $20 million and other intangibles , primarily customer relationships, of $11 million related to these acquisitions. During the year ended December 31, 2013, the Company completed several pest control and termite acquisitions, along with several franchise acquisitions and the purchase of a distributor license agreement within the Franchise Services Group. The total net purchase price for these acquisitions was $40 million. The Company recorded goodwill of $24 million and other intangibles , primarily customer relationships, of $13 million related to these acquisitions. Supplemental cash flow information regarding the Company ’ s acquisitions is as follows: Year Ended December 31, (In millions) 2015 2014 2013 Assets acquired $ 126 $ 99 $ 40 Liabilities assumed — (34) — Net assets acquired $ 125 $ 64 $ 40 Net cash paid $ 92 $ 58 $ 32 Seller financed debt 33 6 8 Purchase price $ 125 $ 64 $ 40 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | Note 7 . Discontinued Operations TruGreen Spin-off On January 14, 2014, the Company completed the TruGreen Spin-off resulting in the spin-off of the assets and certain liabilities of the TruGreen Business through a tax-free, pro rata dividend to the Company ’ s stockholders. As a result of the completion of the TruGreen Spin-off, New TruGreen operates the TruGreen Business as a private independent company. The following is a summary of the assets and liabilities distributed to New TruGreen as part of the TruGreen spin-off on January 14, 2014: (In millions) Assets: Cash and cash equivalents $ 57 Receivables, net 22 Inventories and other current assets 39 Property and equipment, net 181 Intangible assets, net 216 Other long-term assets 6 Total Assets $ 521 Liabilities: Current liabilities $ 149 Long-term debt and other long-term liabilities 97 Total Liabilities $ 246 Net assets distributed to New TruGreen $ 275 The historical results of the TruGreen Business, including the results of operations, cash flows and related assets and liabilities, are reported as discontinued operations for all periods presented herein. In connection with the TruGreen Spin-off, the Company entered into a transition services agreement with New TruGreen pursuant to which the Company provide s 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 tra nsition services agreement terminate d at various specified times on or prior to January 14, 2016 (except certain information technology , human resources and accounts payable services, which the Company expects to provide to New TruGreen beyond January 14, 2016 ). 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 trans ition services agreement, in the years ended December 31, 2015 and 2014 , the Company recorded $25 million and $36 million, respectively , of fees due from New TruGreen, which is inclu ded as a reduction, net of costs incurred, in S elling and administrative expenses in the consolidated statement of operations and comprehensive income (loss). As of December 31, 2015 , all amounts owed by New TruGreen under this agreement have been paid. During the year ended December 31, 2014 , the Company processed certain of New TruGreen ’ s accounts payable transactions. Through this process, in the year ended December 31, 2014 , $97 million was paid on New TruGreen ’ s behalf, all of which was repaid by New TruGreen. In addition, the Company , New TruGreen and TGLP entered into (1) a separation and distribution agreement containing key provisions relating to the separation of the TruGreen Business and the distribution of New TruGreen common stock to the Company’s stockholders (including relating to specified TruGreen legal matters with respect to which the Company has agreed to retain liability, as well as insurance coverage, non-competition, indemnification and other matters), (2) an employee matters agreement allocating liabilities and responsibilities relating to employee benefit plans and programs and other related matters and (3) a tax matters agreement governing the respective rights, responsibilities and obligations of the parties thereto with respect to taxes, including allocating liabilities for income taxes attributable to New TruGreen and its subsidiaries generally to the Company for tax periods (or portions thereof) ending on or before January 14, 2014 and generally to New TruGreen for tax periods (or portions thereof) beginning after that date. TruGreen Goodwill and Intangible Assets Goodwill and indefinite lived intangible assets, primarily the Company’s trade names, are assessed annually for impairment during the fourth quarter or earlier upon the occurrence of certain events or substantive changes in circumstances. Goodwill – Prior Years The Company performed an interim goodwill impairment analysis at TruGreen as of June 30, 2013 that resulted in a pre-tax non-cash goodwill impairment of $417 million. After this impairment charge, there was no goodwill remaining at TruGreen. The Company’s 2013 annual goodwill impairment analyses, which was performed as of October 1, did not result in any goodwill impairments. The goodwill impairment charge recorded in 2013 was primarily attributable to a decline in forecasted 2013 and future cash flows at TruGreen over a defined projection period as of June 30, 2013 compared to the projections used in the last annual impairment assessment performed on October 1, 2012. The changes in projected cash flows at TruGreen arose in part from the business challenges at TruGreen. Although the Company projected future improvement in cash flows at TruGreen as a part of its June 30, 2013 impairment analysis, total cash flows and projected growth in those cash flows were lower than those projected at the time TruGreen was last tested for impairment in 2012. The long term growth rates used in the impairment tests at June 30, 2013 and October 1, 2012 were the same and were in line with historical U.S. gross domestic product growth rates. The discount rate used in the June 30, 2013 impairment test was 100 bps lower than the discount rate used in the October 1, 2012 impairment test for TruGreen. The decrease in the discount rate is primarily attributable to changes in market conditions which indicated an improved outlook for the U.S. financial markets and a higher risk tolerance for investors since the 2012 analysis. Intangible Assets – Prior Years As a result of the TruGreen Spin-off, the Company was required to perform an interim impairment analysis as of January 14, 2014 on the TruGreen trade name. The assumptions were developed with the view of the TruGreen Business as a stand-alone company, resulting in an increase in the assumed discount rate of 350 bps, as compared to the discount rate used in the October 1, 2013 impairment test for the TruGreen trade name. This interim impairment analysis resulted in a pre-tax non-cash trade name impairment charge of $139 million ( $84 million, net of tax) to reduce the carrying value of the TruGreen trade name to its estimated fair value. This impairment charge was recorded in Loss from discontinued operations, net of income taxes, in the year ended December 31 , 2014 . The impairment of the TruGreen trade name represented an adjustment of the carrying value of the asset to its estimated fair value on a non-recurring basis using significant unobservable inputs on the date of the TruGreen Spin-off. The Company performed an interim trade name impairment analysis at TruGreen as of June 30, 2013 resulting in a pre-tax non-cash trade name impairment charge of $256 million recorded in the second quarter of 2013. The Company’s 2013 annual trade name impairment analyses, which was performed as of October 1, did not result in any trade name impairments. Based on the revenue results at TruGreen in the first six months of 2013 and a lower revenue outlook for the remainder of 2013 and future years, the Company concluded that there was an impairment indicator requiring the performance of an interim indefinite lived intangible asset impairment test for the TruGreen trade name as of June 30, 2013. The impairment charge recorded in the second quarter of 2013 was primarily attributable to a decrease in the assumed royalty rate and a decrease in projected future growth in revenue at TruGreen over a defined projection period as of June 30, 2013 compared to the royalty rate and projections used in the last annual impairment assessment performed on October 1, 2012. The decrease in the assumed royalty rate was due to lower current and projected earnings as a percent of revenue as compared to the last annual impairment test. Although the Company projected future growth in revenue at TruGreen as part of its June 30, 2013 impairment analysis, total projected revenue was lower than the revenue projected at the time the trade name was last tested for impairment in October 2012. The changes in projected future revenue growth at TruGreen arose in part from the business challenges at TruGreen. The long term revenue growth rates used in the impairment tests at October 1, 2013, June 30, 2013 and October 1, 2012 were the same and in line with historical U.S. gross domestic product growth rates. The discount rates used in the October 1, 2013 and June 30, 2013 impairment tests were the same, but were 100 bps lower than the discount rate used in the October 1, 2012 impairment test for the TruGreen trade name. The decrease in the discount rate from 2012 is primarily attributable to changes in market conditions which indicated an improved outlook for the U.S. financial markets and a higher risk tolerance for investors since the last analysis. Financial Information for 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: Year Ended December 31, (In millions) 2015 2014 2013 Revenue $ — $ 6 $ 896 Cost of services rendered and products sold — 12 686 Selling and administrative expenses 3 14 232 Amortization — — 5 Goodwill and trade name impairment (1) — 139 673 Restructuring charges — 3 15 Interest expense — — 2 Interest income — — (1) Loss before income taxes (1) (3) (161) (716) Benefit for income taxes (1) (1) (61) (167) Loss from discontinued operations, net of income taxes (1) $ (2) $ (100) $ (549) ___________________________________ (1) During the years ended December 31, 2014 and 2013, the Company recorded pre-tax non-cash impairment charges of $139 million ( $84 million, net of tax) and $673 million ( $521 million, net of tax), respectively, associated with the goodwill and trade name at its former TruGreen business, which is reported in Loss from discontinued operations, net of income taxes in the consolidated statements of operations and comprehensive income (loss). The table below summarizes the activity during the year ended December 31 2015, for the remaining liabilities of previously sold businesses. Liabilities of Discontinued (In millions) Operations Balance as of December 31, 2014 $ 9 Costs incurred 2 Costs paid or otherwise settled (11) Balance as of December 31, 2015 $ — |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring Charges [Abstract] | |
Restructuring Charges | Note 8 . Restructuring Charges The Company incurred restructuring charges of $5 million ( $3 million, net of tax) , $11 million ( $7 million, net of tax) and $6 million ( $4 million, net of tax) for the years ended December 31, 2015, 2014 and 2013, respectively. Restructuring charges were comprised of the following: Year Ended December 31, (In millions) 2015 2014 2013 Terminix branch optimization (1) $ 3 $ 2 $ 2 Franchise Services Group reorganization (2) 1 3 — Corporate (3) 1 6 4 Total restructuring charges $ 5 $ 11 $ 6 ___________________________________ (1) These charges included se verance costs of $2 million, $2 million and $1 million for the years ended December 31, 2015, 2014 and 2013, respectively, and lease termination costs of $1 million for the years ended December 31, 2015 and 2013. (2) Represents 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 its operations. For the years ended December 31, 2015 , 2014 and 2013, these charges included severance and other costs of $1 million, $5 million and $1 million, respectively. For the years ended December 31, 2014 and 2013, these charges also included professional fees of $1 million and $3 million, respectively. The pretax charges discussed above are reported in Restructuring cha rges in the consolidated statements of operations and comprehensive (loss) income . A reconciliation of the beginning and ending balances of accrued restructuring charges, which are included in Accrued l iabilities—O ther on the consolidated statements of financial position, is presented as follows: Accrued Restructuring (In millions) Charges Balance as of December 31, 2013 $ 1 Costs incurred 11 Costs paid or otherwise settled (8) Balance as of December 31, 2014 4 Costs incurred 5 Costs paid or otherwise settled (7) Balance as of December 31, 2015 $ 1 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 9 . Commitments and Contingencies The Company leases certain property and equipment under various operating lease arrangements. Most of the property leases provide that the Company pay taxes, insurance and maintenance applicable to the leased premises. As leases for existing locations expire, the Company expects to renew the leases or substitute another location and lease. Rental expense for the years ended December 31, 2015, 2014 and 2013 was $29 million, $31 million and $29 million, respectively. Based on leases in place as of December 31, 2015, future long-term non-cancelable operating lease payments will be approximately $20 million in 2016, $17 million in 2017, $13 million in 2018, $9 million in 2019, $2 million in 2020 and $5 million in 2021 and thereafter. In the normal course of business, the Company periodically enters into agreements that incorporate indemnification provisions. While the maximum amount to which the Company may be exposed under such agreements cannot be estimated, the Company does not expect these guarantees and indemnifications to have a material effect on the Company’s business, financial condition, results of operations or cash flows. The Company carries insurance policies on insurable risks at levels that it believes to be appropriate, including workers ’ compensation, auto and general liability risks. The Company purchases insurance policies from third-party insurance carriers, which typically incorporate significant deductibles or self-insured retentions. The Company is responsible for all claims that fall below the retention limits. In determining the Company ’ s accrual for self-insured claims, the Company uses historical claims experience to establish both the current year accrual and the underlying provision for future losses. This actuarially determined provision and related accrual 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 consolidated statements of financial position, net of insurance recoverables, which are included in Prepaid expenses and other assets and Other assets on the consolidated statements of financial position, is presented as follows: Accrued Self-insured (In millions) Claims, Net Balance as of December 31, 2013 $ 101 Provision for self-insured claims 45 Cash payments (43) Balance as of December 31, 2014 104 Provision for self-insured claims 41 Cash payments (31) Balance as of December 31, 2015 $ 114 Accruals for home warranty claims in the American Home Shield business are made based on the Company ’ s claims experience and actuarial projections. Termite damage claim accruals in the Terminix business are recorded based on both the historical rates of claims incurred within a contract year and the cost per claim. Current activity could differ causing a change in estimates. The Company has certain liabilities with respect to existing or potential claims, lawsuits and other proceedings. The Company accrues for these liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Any resulting adjustments, which could be material, are recorded in the period the adjustments are identified. In March 2015, the Company was informed that the DOJ 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 government is also investigating the matter, as is the EPA. The EPA also requested information concerning the possible distribution, sale or use of methyl bromide in Puerto Rico. During the year ended December 31, 2015, the Company recorded in its consolidated statement of operations and comprehensive income (loss) a charge of $3 million in connection with civil claims related to the U.S. Virgin Islands matter, an amount equal to its insurance deductible under the Company’s general liability insurance program, although no assurance can be given regarding its insurance coverage or recoveries in connection with such civil claims. The Company continues to cooperate fully with all relevant governmental authorities in their investigations and have had discussions with the DOJ concerning potential resolution of the criminal investigation. Although the Company has recorded in its consolidated statement of operations and comprehensive income (loss) a charge of $8 million as a result of those discussions, the amount and extent of any further potential penalties, fines, sanctions, costs and damages that the federal or other governmental authorities may yet impose, investigation or other costs and reputational harm, as well as the impact of any civil, criminal or other claims or judicial, administrative or regulatory proceedings resulting from or related to the U.S. Virgin Islands incident, which could be material, is not currently known or reasonably estimable, and any such penalties, fines, sanctions, costs or damages may not be covered under the Company’s general liability insurance program. On September 15, 2015, a lawsuit was filed in the Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida, styled Carl Robert McCaughey, et al. v. Terminix International Company Limited Partnership, Sunland Pest Control Services, Inc., et al. (Case No. 32080796). The lawsuit alleges that fumigation of a Florida family’s residence by Sunland, a subcontractor of Terminix, resulted in serious injuries to one of the family’s children, alleges claims for negligence and strict liability, and seeks an unspecified amount of monetary and punitive damages. The court has set a trial date in September 2016. The DOJ and other federal and state agencies are investigating the matter, and the DOJ has filed criminal charges against Sunland and two persons associated with Sunland. The Company continues to cooperate fully with all relevant governmental authorities. The amount and extent of any potential penalties, fines, sanctions, costs and damages that the federal or other governmental authorities may impose, investigation or other costs and reputational harm, as well as the impact of any civil, criminal or other claims or judicial, administrative or regulatory proceedings resulting from or related to this incident, which could be material, is not currently known or reasonably estimable, and any such penalties, fines, sanctions, costs or damages may not be covered under the Company’s general liability insurance program. For more information on the 401(k) Plan corrective contribution, see Note 11 to the consolidated financial statements. In addition to the matters 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 paragraphs 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 . |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10 . Related Party Transactions On July 24, 2007, the Company was taken private pursuant to a merger transaction , and, following the completion of the m erger and other subsequent transactions and prior to the Company’s initial public offering , the significant majority of the Company’s outstanding common stock was owned by investment funds managed by, or affiliated with the Equity Sponsors . Upon completion of the secondary public offerings in February, May and November 2015 , the CD&R Funds and StepStone Funds no longer hold the Company’s common stock. See Note 1 to the consolidated financial statements for further details on the Company’s ownership structure. Consulting Agreements The Company was a party to a consulting agreement with CD&R under which CD&R provided the Company with ongoing consulting and management advisory services. The annual consulting fee payable under the consulting agreement with CD&R was $6 million. 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 agreement s , the Company recorded consulting fees of $4 million and $7 million for the years ended December 31, 201 4 and 201 3 , respectively, which is included in Selling and administrative expenses in the consolidated statements of operations and comprehensive income (loss). On July 1, 2014, in connection with the completion of the Company’s initial public offering, the Company paid the Equity Sponsors aggregate fees of $21 million in connection with the termination of the consulting agreements, which is recorded in the year ended December 31 , 2014 in Consulting agreement termination fees in the consolidated statements of operations and comprehensive income (loss) . Due to the termination of the consulting agreements, there were no consulting fees recorded in the year ended December 31, 2015. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Employee Benefit Plans [Abstract] | |
Employee Benefit Plans | Note 11 . Employee Benefit Plans Discretionary contributions to the Company’s 401(k) plan were made in the amount of $14 million, $12 million and $13 million for the years ended December 31, 2015, 2014 and 2013, respectively. In 2008, the Company amended its 401(k) Plan to implement a QACA under the safe harbor provisions of the Code . QACA plans, in general, require automatic enrollment of employees into the retirement plan absent an affirmative election that such employe es do not wish to participate. Although the Company implemented processes to auto-enroll new hires after adopting the QACA plan in 2008, it discovered that it did not auto-enroll then existing employees who were not participating in the 401(k) Plan. In response, the Company implemented an auto-enrollment process for affected active employees, and it is preparing to submit to the IRS a voluntary correction proposal to remedy the issue for prior years. The Company’s current estimate of the cost of the correction ranges from $23 million to approximately $ 85 million. The Company recorded a charge in the consolidated statement of operations and comprehensive income (loss) for the year ended December 31, 2015 of $23 million. However, there can be no assurances as to the ultimate cost of the correction. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | Note 12 . Long-Term Debt Long-term debt is summarized in the following table: As of December 31, (In millions) 2015 2014 Senior secured term loan facility maturing in 2021 (1) 2,336 1,784 7.00% senior notes maturing in 2020 (2) — 481 8.00% senior notes maturing in 2020 (3) — 386 Revolving credit facility maturing in 2019 — — 7.10% notes maturing in 2018 (4) 75 73 7.45% notes maturing in 2027 (4) 164 161 7.25% notes maturing in 2038 (4) 65 64 Vehicle capital leases (5) 47 39 Other 65 37 Less current portion (54) (39) Total long-term debt $ 2,698 $ 2,987 ___________________________________ (1) As of December 31, 2015 and 2014 , presented net of $21 million and $19 million, respectively, in unamortized debt issuance costs and $17 million in unamortized original issue discount paid as described below under “ ––Term Loan Facility. ” (2) As of December 31, 2014, presented net of $6 million in unamortized debt issuance costs. (3) As of December 31, 2014, presented net of $5 million in unamortized debt issuance costs and inclusive of $1 million in unamortized premium received on the sale of $100 million aggregate principal amount of such notes. (4) As of December 31, 2015 and 2014, collectively presented net of $53 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. (5) The Company has entered into the Fleet Agreement which, among other things, allows the Company to obtain fleet vehicles through a leasing program. All leases under the Fleet Agreement are capital leases for accounting purposes. The lease rental payments include an interest component calculated using a variable rate based on one-month LIBOR plus other contractual adjustments and a borrowing margin totaling 2.45 percent. Term Loan Facility On July 1, 2014, in connection with the Company’s initial public offering, the Company terminated the Old Term Facilities and entered into a $1,825 million Term Loan Facility, maturing July 1, 2021. Borrowings under the Term Loan Facility, together with $243 million of available cash and $120 million of net proceeds of the initial public offering, were used to repay in full the $2,187 million outstanding under the Old Term Facilities . In addition, $42 million of available cash was used to pay debt issuance costs of $24 million and to pay original issue discount of $18 million in connection with the Term Loan Facility. On April 1, 2015, the Company entered into the First Term Loan Amendment, which provides for the April Incremental Term Loans in an aggregate principal amount of $175 million. On April 1, 2015, the Company used the net proceeds from the April Incremental Term Loans, together with cash on hand, to redeem the remaining outstanding $200 million in aggregate principal amount of the 8% 2020 Notes at a redemption price of 106.0% of the principal amount. In addition, $2 million of available cash was used to pay debt issuance costs in connection with the April Incremental Term Loans. On August 17, 2015, the Company entered into the Second Term Loan Amendment, which provides for the August Incremental Term Loans in an aggregate principal amount of $400 million. On August 17, 2015, the Company used the net proceeds from the August Incremental Term Loans, together with cash on hand, to redeem the remaining outstanding $488 million in aggregate principal amount of the 7% 2020 Notes at a redemption price of 105.25% of the principal amount. In addition, $5 million of available cash was used to pay debt issuance costs of $3 million and original issue discount of $2 million in connection with the August Incremental Term Loans. The interest rates applicable to the term loans under the Term Loan Facility are based on a fluctuating rate of interest measured by reference to either, at The Company’ s option, (i) an adjusted LIBOR (subject to a floor of 1.00 percent) plus a margin of 3.25 percent per annum or (ii) an alternate base rate (subject to a floor of 2.00 percent) plus a margin of 2.25 percent per annum. Voluntary prepayments of borrowings under the Term Loan Facility are permitted at any time, in minimum principal amounts, without premium or penalty . The Term Loan Facility and the guarantees thereof are secured by substantially all of the tangible and intangible assets of the Company and certain of its domestic subsidiaries, excluding certain subsidiaries subject to regulatory requirements in various states, including pledges of all the capital stock of all direct domestic subsidiaries (other than foreign subsidiary holding companies, which are deemed to be foreign subsidiaries) owned by the Company or any Guarantor and of up to 65% of the capital stock of each direct foreign subsidiary owned by the Company or any Guarantor. The Term Loan Facility security interests are subject to certain exceptions, including, but not limited to, exceptions for (i) equity interests, (ii) indebtedness or other obligations of subsidiaries, (iii) real estate or (iv) any other assets, if the granting of a security interest therein would require that any notes issued under the Company’ s indenture dated as of August 15, 1997 be secured. The Term Loan Facility is secured on a pari passu basis with the security interests created in the same collateral securing the Revolving Credit Facility. The Company has historically entered into interest rate swap agreements. Under the terms of these agreements, the Company pays a fixed rate of interest on the stated notional amount and receives a floating rate of interest (based on one month LIBOR) on the stated notional amount. Therefore, during the term of the swap agreements, the effective interest rate on the portion of the term loans equal to the stated notional amount is fixed at the stated rate in the interest rate swap agreements plus the incremental borrowing margin. On July 23, 2014, the Company entered into two four -year interest rate swap agreements effective August 1, 2014. The aggregate notional amount of the agreements was $300 million. Under the terms of the agreements, the Company will pay a weighted-average fixed rate of interest of 1.786 percent on the $300 million notional amount, and the Company will receive a floating rate of interest (based on one-month LIBOR) on the notional amount. Therefore, during the term of the agreements, the effective interest rate on $300 million of the Term Loan Facility is fixed at a rate of 1.786 percent, plus the incremental borrowing margin of 3.25 percent. On July 23, 2014, the Company entered into three forty-one month interest rate swap agreements effective March 1, 2015. The aggregate notional amount of the agreements was $400 million. Under the terms of the agreements, the Company will pay a weighted-average fixed rate of interest of 1.927 percent on the $400 million notional amount, and the Company will receive a floating rate of interest (based on one-month LIBOR) on the notional amount. Therefore, during the term of the agreements, the effective interest rate on $400 million of the Term Loan Facility is fixed at a rate of 1.927 percent, plus the incremental borrowing margin of 3.25 percent. The changes in interest rate swap agreements, as well as the cumulative interest rate swaps outstanding, are as follows: Weighted Notional Average Fixed (In millions) Amount Rate (1) Interest rate swap agreements in effect as of December 31, 2013 $ — — % Entered into effect 300 Interest rate swap agreements in effect as of December 31, 2014 300 1.786 % Entered into effect 400 Interest rate swap agreements in effect as of December 31, 2015 $ 700 1.867 % ___________________________________ (1) Before the application of the applicable borrowing margin. In accordance with accounting standards for derivative instruments and hedging activities, and as further described in Note 18 to the consolidated financial statements, these interest rate swap agreements are classified as cash flow hedges, and, as such, the hedging instruments are recorded on the consolidated statements of financial position as either an asset or liability at fair value, with the effective portion of the changes in fair value attributable to the hedged risks recorded in accumulated other comprehensive income (loss). Revolving Credit Facility On July 1, 2014, in connection with the Company’s initial public offering, the Company terminated the then-existing revolving credit facility and entered into a $300 million Revolving Credit Facility. The maturity date for the Revolving Credit Facility is July 1, 2019 . The Revolving Credit Facility provides for senior secured revolving loans and stand ‑by and other letters of credit. The Revolving Credit Facility limits outstanding letters of credit to $225 million . As of December 31, 201 5 , there were $133 million of letters of credit outstanding and $167 million of available borrowing capacity under the Revolving Credit Facility. The Revolving Credit Facility and the guarantees thereof are secured by the same collateral securing the Term Loan Facility, on a pari passu basis with the security interests created in the same collateral securing the Term Loan Facility. The interest rates applicable to the loans under the Revolving Credit Facility are based on a fluctuating rate of interest measured by reference to either, at The Company’ s option, (i) an adjusted LIBOR plus a margin of 3.25 percent per annum or (ii) an alternate base rate plus a margin of 2.25 percent per annum. 2020 Notes On July 16, 2014, the Company used proceeds from the Company’s initial public offering to redeem $210 million in aggregate principal amount of its 8% 2020 Notes and $263 million in aggregate principal amount of its 7% 2020 Notes. In connection with the partial redemption of the 8% 2020 Notes and 7% 2020 Notes, the Company was required to pay a pre-payment premium of $17 million and $18 million, respectively, and accrued interest of $7 million and $8 million, respectively. Additionally, i n connection with the partial redemption of the 2020 Notes and the repayment of the Old Term Facilities, the Company recorded a loss on extinguishment of debt of $65 million in the year ended December 31, 2014 , which includes the pre-payment premiums on the 8% 2020 Notes and 7% 2020 Notes of $17 million and $18 million, respectively, and the write-off of $30 million of debt issuance costs. On February 17, 2015, the Company redeemed $190 million in aggregate principal amount of its 8% 2020 Notes at a redemption price of 106.0% of the principal amount using available cash. In connection with the partial redemption, the Company record ed a loss on extinguishment of debt of $13 million in the year ended December 31, 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, the Company used the net proceeds from the April 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, the Company record ed a loss on extinguishment of debt of $14 milli on in the year ended December 31, 2015 , which includes a pre-payment premium of $12 million and the write-off of $2 million of debt issuance costs. On August 17, 2015, the Company used the net proceeds from the August Incremental Term Loans, together with cash on hand, to redeem the remaining outstanding $488 million in aggregate principal amount of the 7% 2020 Notes at a redemption price of 105.25% of the principal amount. In connection with the redemption, the Company recorded a loss on extinguishment of debt of $31 million in the year ended December 31, 2015, which includes a pre ‑payment premium of $25 million and the write ‑off of $6 million of debt issuance costs. Other The agreements g overning the Term Loan Facility and the Revolving Credit Facility cont ain certain covenants that, among other things, limit or restrict the incurrence of additional indebtedness, liens, sales of assets, certain payments (including dividends) and transactions with affiliates, subject to certain exceptions. The Company was in compliance with the covenants under these agreements at December 31, 201 5 . As of December 31, 2015, future scheduled long ‑term debt payments are $54 million, $66 million, $121 million, $38 million and $32 million for the years ended December 31, 2016, 2017, 2018, 2019 and 2020, respectively. Certain of the Company ’ s assets, including vehicles, equipment and a call center facility, are leased under capital leases with $51 million in remaining lease obligations as of December 31, 2015. The long ‑term debt payments above include future capital lease payments of approximately $18 million in 2016, $15 million in 2017 , $10 million in 2018, $6 million in 2019, and $2 million in 2020. |
Cash and Marketable Securities
Cash and Marketable Securities | 12 Months Ended |
Dec. 31, 2015 | |
Cash and Marketable Securities [Abstract] | |
Cash and Marketable Securities | Note 13 . Cash and Marketable Securities Cash, money market funds and certificates of deposits with maturities of three months or less when purchased are included in Cash and cash equivalents on the consolidated statements of financial position. As of December 31, 201 5 and 201 4 , 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, December 31, 2015: Debt securities $ 60 $ 1 $ — $ 60 Equity securities 18 3 — 21 Total securities $ 78 $ 4 $ (1) $ 81 Available-for-sale and trading securities, December 31, 2014: Debt securities $ 65 $ 1 $ — $ 66 Equity securities 33 9 (1) 41 Total securities $ 98 $ 10 $ (1) $ 107 There were no unrealized losses which had been in a loss position for more than one year as of December 31, 2015 and 201 4 . The aggregate fair value of the investments with unrealized losses was $ 23 million and $29 million as of December 31, 201 5 and 201 4 , respectively. Gains and losses on sales of investments, as determined on a specific identification basis, are included in investment income in the period they are realized. The Company periodically reviews its portfolio of investments to determine whether there has been an other than temporary decline in the value of the investments from factors such as deterioration in the financial condition of the issuer or the market(s) in which the issuer competes. The table below summarizes proceeds, gross realized gains and gross realized losses resulting from sales of available-for-sale securities. There were no impairment charges due to other than temporary declines in the value of certain investments for the years ended December 31, 201 5 , 201 4, and 2013 . Year Ended December 31, (In millions) 2015 2014 2013 Proceeds from sale of securities $ 22 $ 43 $ 23 Gross realized gains, pre-tax 7 5 2 Gross realized gains, net of tax 4 3 1 Gross realized losses, pre-tax — (1) (1) Gross realized losses, net of tax — (1) — |
Comprehensive Income (Loss)
Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2015 | |
Comprehensive Income (Loss) [Abstract] | |
Comprehensive Income (Loss) | Note 14 . Comprehensive Income (Loss) Comprehensive income (loss), which primarily includes net income (loss), unrealized gain (loss) on marketable securities, unrealized gain (loss) on derivative instruments and the effect of foreign currency translation gain (loss) is disclosed in the consolidated statements of operations and comprehensive income (loss) and the consolidated statements of shareholders’ equity . The following tables summarize the activity in other comprehensive income (loss), net of the related tax effects. Unrealized Gains on Foreign Unrealized Available Currency (Losses) Gains on -for-Sale Translation (In millions) Derivatives Securities Loss Total Balance as of December 31, 2013 $ 1 $ 7 $ (1) $ 7 Other comprehensive (loss) income before reclassifications: Pre-tax amount (12) 3 (5) (15) Tax (benefit) provision (5) 1 — (4) After-tax amount (7) 1 (5) (11) Amounts reclassified from accumulated other comprehensive income (loss) (1) 1 (3) — (1) Net current period other comprehensive loss (6) (1) (5) (13) Spin-off of the TruGreen Business — — (2) (2) Balance as of December 31, 2014 $ (6) $ 6 $ (8) $ (8) Other comprehensive (loss) income before reclassifications: Pre-tax amount (13) 1 (8) (21) Tax (benefit) provision (5) — — (5) After-tax amount (9) 1 (8) (16) Amounts reclassified from accumulated other comprehensive income (loss) (1) 7 (4) — 3 Net current period other comprehensive loss (2) (3) (8) (13) Balance as of December 31, 2015 $ (7) $ 2 $ (15) $ (21) ___________________________________ (1) Amounts are net of tax. See reclassifications out of accumulated other comprehensive income (loss) below for further details. Reclassifications out of accumulated other comprehensive income (loss) included the following components for the periods indicated. Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) As of December 31, Consolidated Statements of Operations (In millions) 2015 2014 2013 and Comprehensive Income (Loss) Location (Losses) gains on derivatives: Fuel swap contracts $ (5) $ (1) $ 1 Cost of services rendered and products sold Interest rate swap contracts (6) (1) (5) Interest expense Net losses on derivatives (11) (2) (4) Impact of income taxes 4 1 2 Provision for income taxes Total reclassifications related to derivatives $ (7) $ (1) $ (2) Gains on available-for-sale securities $ 7 $ 4 $ 2 Interest and net investment income Impact of income taxes (3) (2) (1) Provision for income taxes Total reclassifications related to securities $ 4 $ 3 $ 1 Total reclassifications for the period $ (3) $ 1 $ (1) |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Note 15 . Supplemental Cash Flow Information Supplemental information relating to the consolidated statements of cash flows is presented in the following table: Year Ended December 31, (In millions) 2015 2014 2013 Cash paid for or (received from): Interest expense $ 178 $ 220 $ 232 Interest and dividend income (3) (3) (5) Income taxes, net of refunds 44 12 9 The Company acquired $27 million, $17 million and $26 million of property and equipment through capital leases and other non-cash financing transactions in the years ended December 31, 201 5, 2014 and 201 3 , respectively, which have been excluded from the consolidated statements of cash flows as non-cash investing and financing activities. In the years ended December 31, 2015 and 2014, the Company converted certain company-owned Merry Maids branches to franchises for a total purchase price of $17 million and $2 million, respectively. In the year ended December 31, 2015, the Company received cash of $13 million and provided financing of $4 million. In the year ended December 31, 2014, the Company provided financing of $2 million. These financed amounts have been excluded from the consolidated statements of cash flows as non-cash investing activities. |
Capital Stock
Capital Stock | 12 Months Ended |
Dec. 31, 2015 | |
Capital Stock [Abstract] | |
Capital Stock | Note 16. Capital Stock The Company is authorized to issue 2,000,000,000 shares of common stock. As of December 31, 2015, there were 143,170,897 shares of common stock issued and 135,511,176 shares of common stock outstanding. The Company has no other classes of equity securities issued or outstanding. In connection with equity offerings to certain executive officers and key employees as discussed further in Note 17 to the consolidated financial statements, the Company sold 504,560 DSUs at a purchase price of $11.43 per DSU. DSUs represent a right to receive a share of common stock in the future. In 2008, the Company issued 504,560 shares of common stock to a rabbi trust to be held for future distribution related to the DSUs. The shares held by the rabbi trust are presented in treasury stock on the consolidated statements of financial position and the consolidated statements of shareholders’ equity. As of December 31, 2015, there are 11,357 DSUs outstanding, which have not yet been converted to common stock. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Note 17. Stock-Based Compensation In connection with the Company ’ s initial public offering, the Company ’ s board of directors and stockholders have adopted the Omnibus Incentive Plan. Prior to the Company ’ s initial public offering, the Company ’ s board of directors and stockholders had adopted the MSIP. Upon adoption of the Omnibus Incentive Plan, the Company froze the MSIP and will make no further grants thereunder. However, awards previously granted under the MSIP are unaffected by the termination of the MSIP. The Omnibus Incentive Plan provides for awards in the form of stock options, stock purchase rights, restricted stock, RSUs, performance shares, performance units, stock appreciation rights, dividend equivalents, DSUs and other stock-based awards. The MSIP provided for the sale of shares and DSUs of the Company ’ s stock to the Company ’ s executives, officers and other employees and to the Company ’ s directors as well as the grant of RSUs, performance-based RSUs and options to purchase the Company ’ s shares to those individuals. DSUs represent a right to receive a share of common stock in the future. The Company ’ s Compensation Committee selects the Company ’ s executive officers, employees and directors eligible to participate in the MSIP and the Omnibus Incentive Plan and determines the specific number of shares to be offered or options to be granted to an individual. On February 24, 2015, the Company’s board of directors approved and recommended for approval by the Company’s stockholders the Employee Stock Purchase Plan, which became effective for offering periods commencing July 1, 2015. The Employee Stock Purchase Plan is intended to qualify for the favorable tax treatment under the Code. 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 ten percent of the then-current fair market value. On April 27, 2015, the Company’s stockholders approved the Employee Stock Purchase Plan with a maximum of one million shares of common stock authorized for sale under the plan. Under the Employee Stock Purchase Plan, the Company sold 34,302 shares in 2015 at a weighted-average grant-date fair value of the purchase rights of $3.97 . A maximum of 16,396,667 shares of the Company ’ s stock is authorized for issuance under the MSIP, the Omnibus Incentive Plan, and the Employee Stock Purchase Plan, of which, as of December 31, 2015, 8,409,133 shares remain available for future grants. The Company currently intends to satisfy any need for the Company ’ s shares of common stock associated with the settlement of DSUs, vesting of RSUs, exercise of options or purchase of shares issued under the Omnibus Incentive Plan, MSIP or Employee Stock Purchase Plan through new shares available for issuance or any shares repurchased, forfeited or surrendered from participants in the MSIP and the Omnibus Incentive Plan. All option grants under the Omnibus Incentive Plan and the MSIP have been, and the Company expects that all future option grants will be, non-qualified options with a per-share exercise price no less than the fair market value of one share of the Company ’ s stock on the grant date. Any stock options granted will generally have a term of ten years, and vesting will be subject to an employee ’ s continued employment. The Company ’ s Compensation Committee may accelerate the vesting of an option at any time. In addition, vesting of options will be accelerated if the Company experiences a change in control (as defined in the Omnibus Incentive Plan and the MSIP) unless options with substantially equivalent terms and economic value are substituted for existing options in place of accelerated vesting. Vesting of options granted under the Omnibus Incentive Plan and the MSIP will also be accelerated in the event of an employee ’ s death or disability (as defined in the Omnibus Incentive Plan and the MSIP). Upon termination for cause (as defined in the Omnibus Incentive Plan and the MSIP), all options held by an employee are immediately cancelled. Following a termination without cause, vested options will generally remain exercisable through the earlier of the expiration of their term or three months following termination of employment ( one year in the case of death, disability or retirement at normal retirement age). Unless sooner terminated by the Company ’ s board of directors, the Omnibus Incentive Plan will remain in effect until June 26, 2024. In 2015, 2014 and 2013, the Company completed various equity offerings to certain of the Company ’ s executives, officers and employees pursuant to the MSIP and Omnibus Incentive Plan. The shares sold and options granted in connection with these equity offerings are subject to and governed by the terms of the MSIP and Omnibus Incentive Plan. In connection with these offerings, the Company sold a total of 245,996 and 574,379 shares of common stock in 2014 and 20 13, respectively, at a weighted- average purchase price of $12.00 per share in 2014 and $11.68 per share in 2013 . No shares of common stock were sold in 2015. In addition, the Company granted the Company ’ s executives, officers and employees options to purchase 411,506; 1,222,831; and 2,113,076 shares of the Company ’ s common stock in 2015, 2014 and 2 013, respectively, at a weighted- average exercise price of $32.70 per share for options issued in 2015, $12.91 per share for options issued in 2014 and $11.61 per share for options issued in 2013. These options are subject to and governed by the terms of the MSIP and Omnibus Incentive Plan. The per share purchase price and exercise price was based on the determination by the Company ’ s Compensation Committee of the fair market value of the Company ’ s common stock as of the purchase/grant dates. All options granted to date generally will vest in four equal annual installments, subject to an employee ’ s continued employment. The four -year vesting period is the requisite service period over which compensation cost will be recognized on a straight-line basis for all grants. All options issued are accounted for as equity-classified awards . The value of each option award was estimated on the grant date using the Black-Scholes option valuation model that incorporates the assumptions noted in the following table. For options granted in 2015, the expected volatility was based on historical and implied volatilities of the Company’s publicly traded stock. For options granted in 2014 and 2013, the expected volatilities were based on the historical and implied volatilities of the publicly traded stock of a group of companies comparable to the Company . The expected life represents the period of time that options granted are expected to be outstanding and was calculated using the simplified method as outlined by the SEC in Staff Accounting Bulletins No. 107 and 110 as the Company does not have sufficient historical exercise to provide a reasonable basis upon which to estimate expected life due to the limited period of time the Company’s equity shares have been publicly traded . The risk-free interest rates were based on the U.S. Treasury securities with terms similar to the expected lives of the options as of the grant dates. Year Ended December 31, Assumption 2015 2014 2013 Expected volatility 34.1 % 49.6 % 49.2% - 49.6 % Expected dividend yield 0.0 % 0.0 % 0.0 % Expected life (in years) 6.3 6.3 6.3 Risk-free interest rate 1.50% - 1.83 % 1.86 % 1.69% - 2.02 % The weighted-average grant-date fair value of the options granted during 2015, 2014 and 2013 was $11.91 , $6.18 and $5.75 per option, respectively. During the year ended December 31, 2015, t he Company applied a forfeiture assumption of 20.37 percent per annum in the recognition of the expense related to these options, with the exception of the options held by the Company ’ s CEO for which the Company has applied a forfeiture rate of zero. The total intrinsic value of stock options exercised during the years ended December 31, 2015, 2014 and 2013, was $25 million, $10 million and less than $1 million, respectively. The total fair value of stock options vested during the years ended December 31, 2015, 2014 and 2013, was $5 million, $4 million and $3 million, respectively. A summary of option activity under the MSIP and Omnibus Incentive Plan as of December 31, 2015, and changes during the year then ended is presented below: Weighted Avg. Remaining Weighted Avg. Aggregate Contractual Stock Exercise Intrinsic Value Term Options Price (in millions) (in years) Total outstanding, December 31, 2014 4,604,099 $ 12.27 $ 67 Granted to employees 411,506 $ 32.70 Exercised (1,182,674) $ 12.33 Forfeited (160,500) $ 20.92 Expired (4,376) $ 16.01 Total outstanding, December 31, 2015 3,668,055 $ 14.16 $ 92 7.22 Total exercisable, December 31, 2015 1,644,793 $ 12.01 $ 45 6.10 The Company granted the Company ’ s executives, officers and employees 304,680 ; 99,622 ; and 907,516 RSUs in 2015, 2014 and 2013, respectively, with weighted- average grant date fair values of $32.55 per unit for 2015, $17.52 per unit for 2014, and $13.02 per unit in 2013, which was equivalent to the then current fair value of the Company ’ s common stock at the grant date. All RSUs outstanding as of December 31, 2015 will vest in three equal annual installments, subject to an employee ’ s continued employment. Upon vesting, each RSU will be converted into one share of the Company ’ s common stock. The total fair value of RSUs vested during the years ended December 31, 2015, 2014 and 2013, was $7 million, $5 million and $2 million, respectively. A summary of RSU activity under the MSIP and the Omnibus Incentive Plan as of December 31, 2015, and changes during the year then ended is presented below: Weighted Avg. Grant Date RSUs Fair Value Total outstanding, December 31, 2014 433,506 $ 13.12 Granted to employees 304,680 $ 32.55 Vested (206,610) $ 12.92 Forfeited (31,610) $ 29.77 Total outstanding, December 31, 2015 499,966 $ 23.99 During the years ended December 31, 2015, 2014 and 2013, the Company recognized stock-based compensation expense of $10 million ( $6 million, net of tax), $8 million ( $5 million, net of tax) and $4 million ( $3 million, net of tax), respectively. As of December 31, 2015, there was $19 million of total unrecognized compensation costs related to non-vested stock options and RSUs granted by the Company under the MSIP and Omnibus Incentive Plan. These remaining costs are expected to be recognized over a weighted-average period of 2.17 years. There were no stock option modifications in 2015, 2014 and 2013. TruGreen Spin-Off In connection with the TruGreen Spin-off, on January 14, 2014, the Company distributed all of New TruGreen ’ s common stock to the Company ’ s stockholders. Following the distribution, the Company ’ s employees held equity incentive awards covering shares of New TruGreen common stock as well as equity incentive awards covering shares of the Company ’ s common stock, and employees who transferred to New TruGreen held equity incentive awards covering shares of the Company’s common stock as well as equity incentive awards covering shares of New TruGreen common stock. To align the interests of the Company ’ s continuing employees and the interests of New TruGreen ’ s employees with their respective employers, on February 14, 2014, the Company and New TruGreen extended offers to each other ’ s employees to allow them to tender their equity awards covering shares of their non-employing entity to the respective issuer and subsequently to apply the proceeds of any such tendered equity awards to subscribe for equity awards in their respective employers at the then-current fair market value ( $12.00 , in the case of the Company’s common stock, and $3.75 , in the case of New TruGreen common stock). As a result of this program, on March 18, 2014, the Company accepted tenders of 199,075 shares of the Company ’ s common stock and DSUs from New TruGreen employees and issued 237,762 shares of the Company ’ s common stock and DSUs to the Company ’ s continuing employees. Additionally, 63,663 RSUs were converted under this program. In connection with the TruGreen Spin-off, the Company adjusted the exercise price of options held by the Company ’ s employees to reflect the fair market value of its common stock after giving effect to the TruGreen Spin-off by multiplying the exercise price of such options immediately prior to the TruGreen Spin-off by a fraction, the numerator of which was the fair market value of a share of its common stock immediately following the TruGreen Spin-off ( $12.00 per share) and the denominator of which was the fair market value of a share of its common stock immediately prior to the TruGreen Spin-off ( $15.75 per share), or the “ Option Conversion Ratio. ” To allow the Company ’ s employees to retain the intrinsic value of their stock options prior to the TruGreen Spin-off, the Company also adjusted the number of shares underlying the options of such employees. The number of shares underlying the options was adjusted by dividing the number of shares underlying the options held by each employee by the Option Conversion Ratio. The Company refers to these adjustments collectively as the “ Option Conversion. ” The change in the number of shares underlying options and the adjustment of the exercise price pursuant to the Option Conversion represent modifications to the Company ’ s share based compensation awards. As a result of the Option Conversion the Company compared the fair value of the awards following the TruGreen Spin-off with the fair value of the original awards. The comparison did not yield incremental value. Accordingly, the Company did not record any incremental compensation expense as a result of the Option Conversion. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 18. Fair Value Measurements The period-end carrying amounts of receivables, accounts payable and accrued liabilities approximate fair value because of the short maturity of these instruments. The period-end carrying amounts of long-term notes receivable approximate fair value as the effective interest rates for these instruments are comparable to period-end market rates. The period-end carrying amounts of short- and long-term marketable securities also approximate fair value, with unrealized gains and losses reported net of tax as a component of accumulated other comprehensive income (loss) on the c onsolidated s tatements of f inancial p osition, or, for certain unrealized losses, reported in interest and net investment income in the c onsolidated s tatements of o perations and c omprehensive i ncome ( l oss) if the decline in value is other than temporary. The carrying amount of total debt was $2,752 million and $ 3,026 million and the estimated fair value was $2,813 million and $3,102 million as of December 31, 201 5 and December 31, 201 4 , respectively. The fair value of the Company ’ s debt is estimated based on available market prices for the same or similar instruments which are considered significant other observable inputs (Level 2) within the fair value hierarchy. The fair values presented reflect the amounts that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The fair value estimates presented in this report are based on information available to the Company as of December 31, 201 5 and 201 4 . 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 years ended December 31, 201 5 and 201 4 . The carrying amount and estimated fair value of the Company ’ s financial instruments that are recorded at fair value on a recurring basis for the periods presented are as follows: Estimated Fair Value Measurements Quoted Significant Prices In Other Significant Active Observable Unobservable Statement of Financial Carrying Markets Inputs Inputs (In millions) Position Location Value (Level 1) (Level 2) (Level 3) As of December 31, 2015: Financial Assets: Deferred compensation trust assets Long-term marketable securities $ 8 $ 8 $ — $ — Investments in marketable securities Marketable securities and Long-term marketable securities 73 38 35 — Total financial assets $ 81 $ 46 $ 35 $ — Financial Liabilities: Fuel swap contracts Other accrued liabilities $ 4 $ — $ — $ 4 Interest rate swap contracts Other long-term liabilities 8 — 8 — Total financial liabilities $ 12 $ — $ 8 $ 4 As of December 31, 2014: Financial Assets: Deferred compensation trust assets Long-term marketable securities $ 8 $ 8 $ — $ — Investments in marketable securities Marketable securities and Long-term marketable securities 99 53 45 — Total financial assets $ 107 $ 62 $ 45 $ — Financial Liabilities: Fuel swap contracts Other accrued liabilities $ 6 $ — $ — $ 6 Interest rate swap contracts Other long-term liabilities 4 — 4 — Total financial liabilities $ 10 $ — $ 4 $ 6 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) Location of Loss included in Earnings Balance as of December 31, 2013 $ 1 Total losses (realized and unrealized) Included in earnings (1) Cost of services rendered and products sold Included in other comprehensive income (7) Settlements 1 Balance as of December 31, 2014 (6) Total (losses) gains (realized and unrealized) Included in earnings (5) Cost of services rendered and products sold Included in other comprehensive income 2 Settlements 5 Balance as of December 31, 2015 $ (4) The following tables present information relating to the significant unobservable inputs of the Company’s Level 3 financial instruments: Fair Value Valuation Weighted (in millions) Technique Unobservable Input Range Average As of December 31, 2015: Fuel swap contracts $ (4) Discounted Cash Flows Forward Unleaded Price per Gallon (1) $1.91 - $2.55 $ 2.22 As of December 31, 2014: Fuel swap contracts $ (6) Discounted Cash Flows Forward Unleaded Price per Gallon (1) $2.06 - $2.71 $ 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. The Company uses derivative financial instruments to manage risks associated with changes in fuel prices and interest rates. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. In designating its derivative financial instruments as hedging instruments under accounting standards for derivative instruments, the Company formally documents the relationship between the hedging instrument and the hedged item, as well as the risk management objective and strategy for the use of the hedging instrument. This documentation includes linking the derivatives to forecasted transactions. The Company assesses at the time a derivative contract is entered into, and at least quarterly thereafter, whether the derivative item is effective in offsetting the projected changes in cash flows of the associated forecasted transactions. All of the Company ’ s designated hedging instruments are classified as cash flow hedges. The Company has historically hedged a significant portion of its annual fuel consumption. The Company has also historically hedged the interest payments on a portion of its variable rate debt through the use of interest rate swap agreements. All of the Company ’ s fuel swap contracts and interest rate swap contracts are classified as cash flow hedges, and, as such, the hedging instruments are recorded on the consolidated statements of financial position as either an asset or liability at fair value, with the effective portion of changes in the fair value attributable to the hedged risks recorded in accumulated other comprehensive income (loss). Any change in the fair value of the hedging instrument resulting from ineffectiveness, as defined by accounting standards, is recognized in current period earnings. Cash flows related to fuel and interest rate derivatives are classified as operating activities in the consolidated statements of cash flows . Ineffective portions of derivative instruments designated in accordance with accounting standards as cash flow hedge relationships were insignificant during the 12 months ended December 31, 2015. As of December 31, 2015, the Company had fuel swap contracts to pay fixed prices for fuel with an aggregate notional amount of $21 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 December 31, 2015, the Company had posted $4 million in letters of credit as collateral under its fuel hedging program, which were issued under the 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. See Note 14 to the consolidated financial statements for the effective portion of the gain or loss on derivative instruments recorded in accumulated other comprehensive income (loss) and for the amounts reclassified out of accumulated other comprehensive income (loss) and into earnings. The amount expected to be reclassified into earnings during the next 12 months includes unrealized gains and losses related to open fuel hedges and interest rate swaps. Specifically, as the underlying forecasted transactions occur during the next 12 months, the hedging gains and losses in accumulated other comprehensive income (loss) expected to be recognized in earnings is a loss of $6 million, net of tax, as of December 31, 201 5 . The amounts that are ultimately reclassified into earnings will be based on actual fuel prices and interest rates at the time the positions are settled and may differ materially from the amount noted above. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 1 9 . 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: Year Ended December 31, (In millions, except per share data) 2015 2014 2013 Income from continuing operations $ 162 $ 43 $ 42 Weighted-average common shares outstanding 135.0 112.8 91.6 Effect of dilutive securities: RSUs 0.2 0.1 0.1 Stock options (1) 1.4 0.8 0.5 Weighted-average common shares outstanding - assuming dilution 136.6 113.8 92.2 Basic earnings per share from continuing operations $ 1.20 $ 0.38 $ 0.46 Diluted earnings per share from continuing operations $ 1.19 $ 0.38 $ 0.46 ___________________________________ (1) Options to purchase 0.3 million, 0.1 million, and 1.4 million shares for the years ended December 31, 2015, 2014 and 2013, 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 , the Company’s 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, the Company completed the offering of 41,285,000 shares of its common stock. See Note 1 to the consolidated financial statements for further details. |
Schedule I The Servicemaster Co
Schedule I The Servicemaster Company (Parent) Condensed Financial Information | 12 Months Ended |
Dec. 31, 2015 | |
Schedule I Servicemaster Global Holdings, Inc. (Parent Company Only) [Abstract] | |
Schedule I The Servicemaster Company (Parent) Condensed Financial Information | SCHEDULE I SERVICEMASTER GLOBAL HOLDINGS, INC. (PARENT COMPANY ONLY ) C ondensed Statements of Income (In millions) Year ended December 31, 2015 2014 2013 Revenue $ — $ — $ — Selling and administrative expenses — 1 1 Loss from Continuing Operations before Income Taxes — (2) (1) Benefit for income taxes (1) (1) — Income (Loss) from Continuing Operations 1 (1) (1) Equity in earnings of subsidiaries (net of tax) 160 (56) (506) Net Income (Loss) $ 160 $ (57) $ (507) Total Comprehensive Income (Loss) $ 147 $ (70) $ (507) SERVICEMASTER GLOBAL HOLDINGS, INC. (PARENT COMPANY ONLY ) C ondensed Balance Sheets (In millions) As of December 31, 2015 2014 Assets: Current Assets: Cash and cash equivalents $ 14 $ 21 Receivables 1 — Total Current Assets 15 21 Other Assets: Investments in and advances to subsidiaries 552 362 Total Assets $ 568 $ 383 Liabilities and Shareholders’ Equity: Current Liabilities: Accrued liabilities: Payroll and related expenses $ 1 $ 2 Other 22 — Total Current Liabilities 23 2 Other Long-Term Liabilities: Deferred taxes — 22 Total Other Long-Term Liabilities — 22 Shareholders’ Equity 545 359 Total Liabilities and Shareholders’ Equity $ 568 $ 383 SERVICEMASTER GLOBAL HOLDINGS, INC. (PARENT COMPANY ONLY ) Condensed Statements of Cash Flows (In millions) Year ended December 31, 2015 2014 2013 Cash and Cash Equivalents at Beginning of Period $ 21 $ 8 $ 6 Net Cash Used for Operating Activities from Continuing Operations (3) — (3) Cash Flows from Financing Activities from Continuing Operations: Borrowings of debt — 2 14 Payments of debt — (16) — Contribution to ServiceMaster Company, LLC (20) (646) — Repurchase of common stock and RSU vesting — (6) (16) Issuance of common stock 16 679 8 Net Cash (Used for) Provided from Financing Activities from Continuing Operations (5) 13 5 Cash (Decrease) Increase During the Period (7) 13 2 Cash and Cash Equivalents at End of Period $ 14 $ 21 $ 8 Notes to Condensed Parent Company Only Financial Statements 1. Basis of Presentation The condensed financial statements of ServiceMaster Global Holdings, Inc. ( “Parent Company”) are required as a result of the restricted net assets of the Parent Company’s consolidated subsidiaries exceeding 25% of the Parent Company’s consolidated net assets as of December 31, 201 5 . All consolidated subsidiaries of the Parent Company are wholly owned. The primary source of income for the Parent Company is equity in its subsidiaries ’ earnings. Pursuant to rules and regulations of the SEC, the unconsolidated condensed financial statements of the Parent Company do not reflect all of the information and notes normally included with financial statements prepared in accordance with GAAP. Therefore, these condensed financial statements should be read in conjunction with the consolidated financial statements and related notes included in this Annual Report on Form 10-K . The Parent Company has accounted for its subsidiaries under the equity method in the unconsolidated condensed financial statements. 2. Commitments and Contingencies The Parent Company and its subsidiaries are parties to environmental and other legal matters. For further discussion of commitments, guarantees and contingencies, see Note 9 to the consolidated financial statements of ServiceMaster Global Holdings, Inc. included in this Annual Report on Form 10-K. 3. Long- T erm D ebt On April 19, 2013, the Parent Company entered into a revolving promissory note with ServiceMaster Company, LLC with a maximum borrowin g capacity of $25 million that wa s scheduled to mature on April 18, 2018. Amounts outstanding under this agreement bore interest at the rate of five percent per annum. As of December 31, 2013, the Parent Company had borrowed $14 million under this note. The funds borrowed under this note were used to repurchase shares of common stock from associates who have left the Company . On July 1, 2014, the Parent Company used a portion of the proceeds from the initial public offering to repay this inter-company loan. As a result of this repayment, the Parent Company did no t have a balance outstanding under this note as of December 31, 2014 and 2015. |
Schedule II Valuation And Quali
Schedule II Valuation And Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Schedule II Valuation And Qualifying Accounts [Abstract] | |
Schedule II Valuation And Qualifying Accounts | SCH EDULE II SERVICEMASTER GLOBAL HOLDINGS, INC. Valuation and Qualifying Accounts (In millions) Additions Balance at Charged to Balance at Beginning of Costs and End of Period Expenses Deductions (1) Period As of and for the year ending December 31, 2015: Continuing Operations— Allowance for doubtful accounts Accounts receivable $ 22 $ 35 $ 36 $ 21 Notes receivable 3 — 1 2 Income tax valuation allowance 7 1 2 7 As of and for the year ending December 31, 2014: Continuing Operations— Allowance for doubtful accounts Accounts receivable $ 22 $ 34 $ 34 $ 22 Notes receivable 4 — 1 3 Income tax valuation allowance 7 1 1 7 As of and for the year ending December 31, 2013: Continuing Operations— Allowance for doubtful accounts Accounts receivable $ 20 $ 36 $ 34 $ 22 Notes receivable 3 1 — 4 Income tax valuation allowance 6 2 — 7 ___________________________________ (1) Deductions in the allowance for doubtful accounts for accounts and notes receivable reflect write-o ffs of uncollectible accounts. Deductions for the income tax valuation allowance in 2015, 2014 and 2013 are primarily attributable to the reduction of net operating loss carryforwards and other deferred tax assets related to the uncertainty of future taxable income in certain jurisdictions. |
Significant Accounting Polici28
Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2015 | |
Significant Accounting Policies [Abstract] | |
Consolidation | Consolidation The consolidated financial statements of the Company include all of its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use Of Estimates | Use of Estimates The preparation of the consolidated financial statements requires management to make certain estimates and assumptions required under GAAP which may differ from actual results. The more significant areas requiring the use of management estimates relate to revenue recognition; the allowance for uncollectible receivables; accruals for self-insured retention limits related to medical, workers ’ compensation, auto and general liability insurance claims; accruals for home warranties and termite damage claims; the possible outcome of outstanding litigation; accruals for income tax liabilities as well as deferred tax accounts; the deferral and amortization of customer acquisition costs; share based compensation; useful lives for depreciation and amortization expense; the valuation of marketable securities; and the valuation of tangible and intangible assets. In 2015, there were no changes in the significant areas that require estimates or in the underlying methodologies used in determining the amounts of these associated estimates. The allowance for receivables is developed based on several factors including overall customer credit quality, historical write-off experience and specific account analyses that project the ultimate collectability of the outstanding balances. As such, these factors may change over time causing the allowance 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 percent of annual consolidated revenue from continuing operations) consists principally of continuing monthly fees based upon the franchisee ’ s customer-level revenue. Monthly fee revenue is recognized when the related customer-level revenue generating activity is performed by the franchisee and collectability is reasonably assured. Franchise revenue also includes initial fees resulting from the sale of a franchise or a license. These initial franchise or license fees are pre-established fixed amounts and are recognized as revenue when collectability is reasonably assured and all material services or conditions relating to the sale have been substantially performed. Total profits from the franchised operations were $75 million, $71 million, and $68 million for the years ended December 31, 2015, 2014 and 2013, respectively. The portion of total franchise fee income related to initial fees received from the sale of franchises was immaterial to the Company ’ s consolidated financial statements for all periods. Revenues are presented net of sales taxes collected and remitted to government taxing authorities on the consolidated statements of operations and comprehensive income (loss). The Company had $552 million and $514 million of deferred revenue as of December 31, 2015 and 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 $32 million and $35 million as of December 31, 2015 and 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 and digital promotions, is capitalized and amortized over its expected period of future benefits. Deferred advertising costs are included in Prepaid expenses and other assets on the consolidated statements of financial position. Advertising expense for the years ended December 31, 2015, 2014 and 2013 was $113 million, $122 million and $114 million, respectively. |
Inventory | Inventory Inventories are recorded at the lower of cost (primarily on a weighted - average cost basis) or market. The Company ’ s inventory primarily consists of finished goods to be used on the customers ’ premises or sold to franchisees. |
Property And Equipment, Intangible Assets And Goodwill | Property and Equipment, Intangible Assets and Goodwill Property and equipment consist of the following: Estimated As of December 31, Useful Lives (In millions) 2015 2014 (Years) Land $ 6 $ 6 N/A Buildings and improvements 38 35 10 - 40 Technology and communications 200 185 3 - 7 Machinery, production equipment and vehicles 146 124 3 - 9 Office equipment, furniture and fixtures 17 19 5 - 7 408 369 Less accumulated depreciation (248) (233) Net property and equipment $ 160 $ 136 Depreciation of property and equipment, including depreciation of assets held under capital leases, was $47 million, $48 million and $48 million for the years ended December 31, 2015, 2014 and 2013, respectively. The Company recorded an impairment charge of $47 million ( $28 million, net of tax) in the year ended December 31, 2014 related to its decision in the first quarter of 2014 to abandon its efforts to deploy a new operating system at American Home Shield. This impairment represented an adjustment of the carrying value of the asset to its estimated fair value of zero on a non-recurring basis. As of December 31, 2015 and 2014, goodwill was $2,129 million and $2,069 million, respectively, and intangible assets consisted primarily of indefinite-lived trade names in the amount of $1,608 million and other intangible assets in the amount of $96 million and $88 million, respectively. Fixed assets and intangible assets with finite lives are depreciated and amortized on a straight-line basis over their estimated useful lives. These lives are based on the Company ’ s previous experience for similar assets, potential market obsolescence and other industry and business data. As required by accounting standards for the impairment or disposal of long-lived assets, the Company ’ s fixed assets and finite-lived intangible assets are tested for recoverability whenever events or changes in circumstances indicate 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. As required under accounting standards for goodwill and other intangibles, goodwill is not subject to amortization, and intangible assets with indefinite useful lives are not amortized until their useful lives are determined to no longer be indefinite. Goodwill and intangible assets that are not subject to amortization are subject to assessment for impairment by applying a fair-value based test on an annual basis or more frequently if circumstances indicate a potential impairment. The Company adopted the provisions of ASU 2011-08, “ Testing Goodwill for Impairment, ” in the fourth quarter of 2011. This ASU gives entities the option of performing a qualitative assessment before calculating the fair value of a reporting unit in Step 1 of the goodwill impairment test. If entities determine, on the basis of qualitative factors, that the fair value of a reporting unit is more likely than not greater than its carrying amount, the two-step impairment test would not be required. For the 2015, 2014 and 2013 annual goodwill impairment analysis performed as of October 1 of each year, the Company did not perform qualitative assessments on any reporting unit, but instead completed Step 1 of the goodwill impairment test for all reporting units. Goodwill and indefinite-lived intangible assets, primarily the Company ’ s trade names, are assessed annually for impairment during the fourth quarter or earlier upon the occurrence of certain events or substantive changes in circumstances. The Company ’ s 2015, 2014, and 2013 annual impairment analyses, which were performed as of October 1 of each year, did no t result in any goodwill or trade name impairments to continuing operations. |
Restricted Net Assets | Restricted Net Assets There are third-party restrictions on the ability of certain of the Company ’ s subsidiaries to transfer funds to the Company. These restrictions are related to regulatory requirements at American Home Shield and to a subsidiary borrowing arrangement at SMAC. The payment of ordinary and extraordinary dividends by the Company ’ s home warranty and similar subsidiaries (through which the Company conducts its American Home Shield business) are subject to significant regulatory restrictions under the laws and regulations of the states in which they operate. Among other things, such laws and regulations require certain such subsidiaries to maintain minimum capital and net worth requirements and may limit the amount of ordinary and extraordinary dividends and other payments that these subsidiaries can pay to the Company. As of December 31, 2015, the total net assets subject to these third-party restrictions was $169 million. None of the Company ’ s subsidiaries are obligated to make funds available to the Company through the payment of dividends. |
Financial Instruments And Credit Risk | Financial Instruments and Credit Risk The Company has entered into specific financial arrangements in the normal course of business to manage certain market risks, with a policy of matching positions and limiting the terms of contracts to relatively short durations. The effect of derivative financial instrument transactions could have a material impact on the Company ’ s financial statements. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. The Company has historically hedged a significant portion of its annual fuel consumption. The Company has also historically hedged the interest payments on a portion of its variable rate debt through the use of interest rate swap agreements. All of the Company ’ s fuel swap contracts and interest rate swap contracts are classified as cash flow hedges, and, as such, the hedging instruments are recorded on the consolidated statements of financial position as either an asset or liability at fair value, with the effective portion of changes in the fair value attributable to the hedged risks recorded in accumulated other comprehensive income (loss). 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 and notes receivable 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. See Note 18 to the consolidated financial statements for information relating to the fair value of financial instruments. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense for stock options 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 for future grants may differ materially from that recorded in the current period related to options granted to date. In addition, the Company estimates the expected forfeiture rate and only recognizes expense for those shares expected to vest. The Company estimates the forfeiture rate based on historical experience. To the extent the actual forfeiture rate is different from the estimate, stock-based compensation expense is adjusted accordingly. See Note 17 to the consolidated financial statements for more details. |
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. |
Earnings Per Share | Earnings Per Share Basic earnings (loss) per share is computed by dividing ne t 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 19 to the consolidated financial statements for more details. |
Newly Issued Accounting Statements And Positions | Newly Issued Accounting Standards In April 2014, the Financial Accounting Standards Board ( “ FASB ” ) issued ASU 2014-08, “ Reporting Discontinued Operations and Disclosure of Disposals of Components of an Entity ” to change the criteria for reporting discontinued operations and enhance the convergence of the FASB ’ s and the International Standard Board ’ s reporting requirements for discontinued operations. The changes in ASU 2014-08 amend the definition of discontinued operations by limiting discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have or will have a major effect on an entity ’ s operations and financial results. ASU 2014-08 requires expanded disclosures for discontinued operations and also requires an entity to disclose the pretax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting. ASU 2014-08 is 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 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. ASU 2014-09 is 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 previous guidance, an entity reported debt issuance costs in the balance sheet as deferred charges (i.e., as an asset). The ASU specifies that “ 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. ” ASU 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. As allowed by ASU 2015-03, the Company has elected to early adopt the amendments of this ASU as of December 31, 2015. The adoption of ASU 2015-03 has been accounted for as a change in accounting principle resulting in the retrospective presentation of debt issuance costs as a direct deduction from the face amount of debt. The Company historically and currently reports the amortization of debt issuance costs as interest expense. As a result of the implementation of this ASU, $31 million of debt issuance costs, as of December 31, 2014, were retrospectively reclassified to Long Term Debt, and the Debt Issuance Costs line was removed from the Consolidated Statements of Financial Position. The remaining $3 million of debt issuance costs, as of December 31, 2014, were related to the Revolving Credit Facility maturing in 2019 and have been reclassified to Other Assets. In November 2015, the FASB issued ASU 2015-17, “ Balance Sheet Classification of Deferred Taxes ” to change the classification of deferred tax assets ( “ DTAs ” ) and deferred tax liabilities ( “ DTLs ” ) in financial statements as part of the FASB ’ s simplification initiative. Under previous guidance, an entity presented DTAs and DTLs as current and noncurrent in the balance sheet. The ASU specifies that “ an entity shall classify deferred tax liabilities and assets as noncurrent amounts. ” ASU 2015-17 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. As allowed by ASU 2015-17, the Company has elected to early adopt the amendments of this ASU. The adoption of ASU 2015-17 has been accounted for as a change in accounting principle with retrospective reclassification of current DTAs and DTLs to noncurrent. As a result of the implementation of this ASU, $76 million of current DTAs, as of December 31, 2014, were retrospectively reclassified to noncurrent and netted Other long term liabilities – Deferred taxes, and the Deferred taxes line within Assets was removed from the Consolidated Statements of Financial Position. In January 2016, the FASB issued ASU 2016-01, “ Recognition and Measurement of Financial Assets and Financial Liabilities ” to change how entities measure certain equity investments, to require the disclosure of changes in the fair value of financial liabilities measured under the fair value option that are attributable to a company ’ s own credit, and to change certain other disclosure requirements. The changes in ASU 2016-01 specifically require that the changes in fair value of all investments in equity securities be recognized in net income. The Company is impacted as unrealized gains or losses on the Company ’ s available-for-sale securities are currently recognized in other comprehensive income. The amendments in ASU 2016-01 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017, and will be adopted prospectively. |
Significant Accounting Polici29
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Significant Accounting Policies [Abstract] | |
Schedule Of Property And Equipment | Estimated As of December 31, Useful Lives (In millions) 2015 2014 (Years) Land $ 6 $ 6 N/A Buildings and improvements 38 35 10 - 40 Technology and communications 200 185 3 - 7 Machinery, production equipment and vehicles 146 124 3 - 9 Office equipment, furniture and fixtures 17 19 5 - 7 408 369 Less accumulated depreciation (248) (233) Net property and equipment $ 160 $ 136 |
Business Segment Reporting (Tab
Business Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Segment Reporting [Abstract] | |
Schedule Of Information For Continuing Operations For Each Reportable Segment And Other Operations And Headquarters | Information for continuing operations for each reportable segment and Corporate is presented below: Year Ended December 31, (In millions) 2015 2014 2013 Revenue: Terminix $ 1,444 $ 1,370 $ 1,309 American Home Shield 917 828 740 Franchise Services Group 232 253 236 Reportable Segment Revenue $ 2,592 $ 2,450 $ 2,285 Corporate 2 7 8 Total Revenue $ 2,594 $ 2,457 $ 2,293 Reportable Segment Adjusted EBITDA: (1) Terminix $ 347 $ 309 $ 266 American Home Shield 205 179 145 Franchise Services Group 77 78 78 Reportable Segment Adjusted EBITDA $ 630 $ 566 $ 489 Identifiable Assets: Terminix $ 2,764 $ 2,663 $ 2,682 American Home Shield 1,137 1,063 1,000 Franchise Services Group 492 506 510 Reportable Segment Identifiable Assets $ 4,394 $ 4,232 $ 4,192 Corporate 705 796 949 Total Identifiable Assets (2) $ 5,098 $ 5,028 $ 5,141 Depreciation & Amortization Expense: Terminix $ 59 $ 73 $ 73 American Home Shield 9 9 8 Franchise Services Group 8 8 8 Reportable Segment Depreciation & Amortization Expense $ 75 $ 90 $ 89 Corporate 9 10 10 Total Depreciation & Amortization Expense (3) $ 84 $ 100 $ 99 Capital Expenditures: Terminix $ 9 $ 7 $ 11 American Home Shield 7 10 13 Franchise Services Group 3 4 3 Reportable Segment Capital Expenditures $ 19 $ 21 $ 27 Corporate 21 15 12 Total Capital Expenditures $ 40 $ 35 $ 39 ________________________________ (1) Presented below is a reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss): Year Ended December 31, (In millions) 2015 2014 2013 Reportable Segment Adjusted EBITDA: Terminix $ 347 $ 309 $ 266 American Home Shield 205 179 145 Franchise Services Group 77 78 78 Reportable Segment Adjusted EBITDA $ 630 $ 566 $ 489 Unallocated corporate expenses $ (9) $ (9) $ (39) Depreciation and amortization expense (84) (100) (99) 401(k) Plan corrective contribution (23) — — Non-cash stock-based compensation expense (10) (8) (4) Restructuring charges (5) (11) (6) Gain on sale of Merry Maids branches 7 1 — Non-cash impairment of software and other related costs — (47) — Management and consulting fees — (4) (7) Consulting agreement termination fees — (21) — Loss from discontinued operations, net of income taxes (2) (100) (549) Provision for income taxes (107) (40) (43) Loss on extinguishment of debt (58) (65) — Interest expense (167) (219) (247) Other non-operating expenses (12) — (2) Net Income (Loss) $ 160 $ (57) $ (507) ___________________________________ (2) Assets of discontinued operations are not included in the business segment table. (3) There are no adjustments necessary to reconcile total depreciation and amortization as presented in the business segment table to consolidated totals. Amortization of debt issue costs is not included in the business segment table. See Note 4 to the consolidated financial statements for information relating to segment goodwil l. |
Schedule Of Reconciliation Of Reportable Segment Adjusted EBITDA To Net Income (Loss) | Year Ended December 31, (In millions) 2015 2014 2013 Reportable Segment Adjusted EBITDA: Terminix $ 347 $ 309 $ 266 American Home Shield 205 179 145 Franchise Services Group 77 78 78 Reportable Segment Adjusted EBITDA $ 630 $ 566 $ 489 Unallocated corporate expenses $ (9) $ (9) $ (39) Depreciation and amortization expense (84) (100) (99) 401(k) Plan corrective contribution (23) — — Non-cash stock-based compensation expense (10) (8) (4) Restructuring charges (5) (11) (6) Gain on sale of Merry Maids branches 7 1 — Non-cash impairment of software and other related costs — (47) — Management and consulting fees — (4) (7) Consulting agreement termination fees — (21) — Loss from discontinued operations, net of income taxes (2) (100) (549) Provision for income taxes (107) (40) (43) Loss on extinguishment of debt (58) (65) — Interest expense (167) (219) (247) Other non-operating expenses (12) — (2) Net Income (Loss) $ 160 $ (57) $ (507) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 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, 2013 $ 1,480 348 190 2,018 Acquisitions 18 34 1 53 Other (1) (1) — (1) (3) Balance as of December 31, 2014 1,497 381 191 2,069 Acquisitions 74 — — 74 Disposals — — (9) (9) Other (1) (4) — (1) (5) Balance as of December 31, 2015 $ 1,567 $ 381 $ 182 $ 2,129 ___________________________________ (1) Reflects the impact of foreign exchange rates. |
Schedule Of Other Intangible Asset Balances For Continuing Operations | As of December 31, 2015 As of December 31, 2014 Accumulated Accumulated (In millions) Gross Amortization Net Gross Amortization Net Trade names (1) $ 1,608 — 1,608 $ 1,608 $ — $ 1,608 Customer relationships 571 (517) 53 533 (489) 44 Franchise agreements 88 (63) 25 88 (59) 29 Other 53 (36) 18 47 (32) 15 Total $ 2,320 $ (616) $ 1,704 $ 2,277 $ (581) $ 1,696 ___________________________________ (1) Not subject to amortization. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Reconciliation Of Unrecognized Tax Benefits | Year Ended December 31, (In millions) 2015 2014 2013 Gross unrecognized tax benefits at beginning of period $ 13 $ 8 $ 8 Increases in tax positions for prior years — 1 1 Increases in tax positions for current year 3 7 1 Lapse in statute of limitations (1) (1) (2) Gross unrecognized tax benefits at end of period $ 16 $ 13 $ 8 |
Components Of Income (Loss) From Continuing Operations Before Income Taxes | Year Ended December 31, (In millions) 2015 2014 2013 U.S. $ 266 $ 79 $ 80 Foreign 4 5 6 Income from Continuing Operations before Income Taxes $ 270 $ 84 $ 86 |
Reconciliation Of Effective Income Tax Rate | Year Ended December 31, 2015 2014 2013 Tax at U.S. federal statutory rate 35.0 % 35.0 % 35.0 % State and local income taxes, net of U.S. federal benefit 3.2 12.3 9.6 Tax credits (0.8) (3.1) (2.6) Other permanent items 2.4 1.8 0.8 Stock option forfeitures — 1.6 4.2 Other, including foreign rate differences and reserves — 0.6 3.1 Effective rate 39.8 % 48.2 % 50.1 % |
Income Tax Expense From Continuing Operations | Year Ended December 31, (In millions ) 2015 2014 2013 Current: U.S. federal $ 33 $ — $ 1 Foreign 2 3 3 State and local 12 9 5 47 11 9 Deferred: U.S. federal 59 27 27 Foreign — — — State and local 1 2 7 60 29 33 Provision for income taxes $ 107 $ 40 $ 43 |
Deferred Tax Balances | As of December 31, (In millions) 2015 2014 Long-term deferred tax assets (liabilities): Intangible assets (1) $ (719) $ (718) Property and equipment (21) (19) Prepaid expenses and deferred customer acquisition costs (17) (16) Receivables allowances 13 12 Self-insured claims and related expenses 11 9 Accrued liabilities 30 34 Other long-term obligations (14) (25) Net operating loss and tax credit carryforwards 37 90 Less valuation allowance (7) (7) Net Long-term deferred tax liability $ (687) $ (640) ___________________________________ (1) The deferred tax liability relates primarily to the difference in the tax versus book basis of intangible assets. The Company had $760 million and $764 million of deferred tax liability included in this net deferred tax liability as of December 31, 2015 and 2014, respectively, that will not actually be paid unless certain business units of the Company are sold. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions [Abstract] | |
Schedule Of Supplemental Cash Flow Information Regarding Acquisitions | Year Ended December 31, (In millions) 2015 2014 2013 Assets acquired $ 126 $ 99 $ 40 Liabilities assumed — (34) — Net assets acquired $ 125 $ 64 $ 40 Net cash paid $ 92 $ 58 $ 32 Seller financed debt 33 6 8 Purchase price $ 125 $ 64 $ 40 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule Of Assets And Liabilities Of Discontinued Operations | Liabilities of Discontinued (In millions) Operations Balance as of December 31, 2014 $ 9 Costs incurred 2 Costs paid or otherwise settled (11) Balance as of December 31, 2015 $ — |
TruGreen [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Schedule Of Assets And Liabilities Of Discontinued Operations | (In millions) Assets: Cash and cash equivalents $ 57 Receivables, net 22 Inventories and other current assets 39 Property and equipment, net 181 Intangible assets, net 216 Other long-term assets 6 Total Assets $ 521 Liabilities: Current liabilities $ 149 Long-term debt and other long-term liabilities 97 Total Liabilities $ 246 Net assets distributed to New TruGreen $ 275 |
Schedule Of Operating Results Of Discontinued Operations | Year Ended December 31, (In millions) 2015 2014 2013 Revenue $ — $ 6 $ 896 Cost of services rendered and products sold — 12 686 Selling and administrative expenses 3 14 232 Amortization — — 5 Goodwill and trade name impairment (1) — 139 673 Restructuring charges — 3 15 Interest expense — — 2 Interest income — — (1) Loss before income taxes (1) (3) (161) (716) Benefit for income taxes (1) (1) (61) (167) Loss from discontinued operations, net of income taxes (1) $ (2) $ (100) $ (549) ___________________________________ (1) During the years ended December 31, 2014 and 2013, the Company recorded pre-tax non-cash impairment charges of $139 million ( $84 million, net of tax) and $673 million ( $521 million, net of tax), respectively, associated with the goodwill and trade name at its former TruGreen business, which is reported in Loss from discontinued operations, net of income taxes in the consolidated statements of operations and comprehensive income (loss). |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring Charges [Abstract] | |
Schedule Of Restructuring Charges | Year Ended December 31, (In millions) 2015 2014 2013 Terminix branch optimization (1) $ 3 $ 2 $ 2 Franchise Services Group reorganization (2) 1 3 — Corporate (3) 1 6 4 Total restructuring charges $ 5 $ 11 $ 6 ___________________________________ (1) These charges included se verance costs of $2 million, $2 million and $1 million for the years ended December 31, 2015, 2014 and 2013, respectively, and lease termination costs of $1 million for the years ended December 31, 2015 and 2013. (2) Represents 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 its operations. For the years ended December 31, 2015 , 2014 and 2013, these charges included severance and other costs of $1 million, $5 million and $1 million, respectively. For the years ended December 31, 2014 and 2013, these charges also included professional fees of $1 million and $3 million, respectively. |
Schedule Of Reconciliation Of The Beginning And Ending Balances Of Accrued Restructuring Charges | Accrued Restructuring (In millions) Charges Balance as of December 31, 2013 $ 1 Costs incurred 11 Costs paid or otherwise settled (8) Balance as of December 31, 2014 4 Costs incurred 5 Costs paid or otherwise settled (7) Balance as of December 31, 2015 $ 1 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 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, 2013 $ 101 Provision for self-insured claims 45 Cash payments (43) Balance as of December 31, 2014 104 Provision for self-insured claims 41 Cash payments (31) Balance as of December 31, 2015 $ 114 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Long-Term Debt [Abstract] | |
Schedule Of Long-Term Debt | As of December 31, (In millions) 2015 2014 Senior secured term loan facility maturing in 2021 (1) 2,336 1,784 7.00% senior notes maturing in 2020 (2) — 481 8.00% senior notes maturing in 2020 (3) — 386 Revolving credit facility maturing in 2019 — — 7.10% notes maturing in 2018 (4) 75 73 7.45% notes maturing in 2027 (4) 164 161 7.25% notes maturing in 2038 (4) 65 64 Vehicle capital leases (5) 47 39 Other 65 37 Less current portion (54) (39) Total long-term debt $ 2,698 $ 2,987 ___________________________________ (1) As of December 31, 2015 and 2014 , presented net of $21 million and $19 million, respectively, in unamortized debt issuance costs and $17 million in unamortized original issue discount paid as described below under “ ––Term Loan Facility. ” (2) As of December 31, 2014, presented net of $6 million in unamortized debt issuance costs. (3) As of December 31, 2014, presented net of $5 million in unamortized debt issuance costs and inclusive of $1 million in unamortized premium received on the sale of $100 million aggregate principal amount of such notes. (4) As of December 31, 2015 and 2014, collectively presented net of $53 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. (5) The Company has entered into the Fleet Agreement which, among other things, allows the Company to obtain fleet vehicles through a leasing program. All leases under the Fleet Agreement are capital leases for accounting purposes. The lease rental payments include an interest component calculated using a variable rate based on one-month LIBOR plus other contractual adjustments and a borrowing margin totaling 2.45 percent. |
Schedule of Interest Rate Swap Agreements | Weighted Notional Average Fixed (In millions) Amount Rate (1) Interest rate swap agreements in effect as of December 31, 2013 $ — — % Entered into effect 300 Interest rate swap agreements in effect as of December 31, 2014 300 1.786 % Entered into effect 400 Interest rate swap agreements in effect as of December 31, 2015 $ 700 1.867 % ___________________________________ (1) Before the application of the applicable borrowing margin. |
Cash and Marketable Securities
Cash and Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 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, December 31, 2015: Debt securities $ 60 $ 1 $ — $ 60 Equity securities 18 3 — 21 Total securities $ 78 $ 4 $ (1) $ 81 Available-for-sale and trading securities, December 31, 2014: Debt securities $ 65 $ 1 $ — $ 66 Equity securities 33 9 (1) 41 Total securities $ 98 $ 10 $ (1) $ 107 |
Schedule Of Proceeds And Gross Realized Gains Resulting From Sales Of Available-For-Sale Securities And Gross Realized Losses Or Impairment Charges Due To Other Than Temporary Declines In The Value Of Certain Investments | Year Ended December 31, (In millions) 2015 2014 2013 Proceeds from sale of securities $ 22 $ 43 $ 23 Gross realized gains, pre-tax 7 5 2 Gross realized gains, net of tax 4 3 1 Gross realized losses, pre-tax — (1) (1) Gross realized losses, net of tax — (1) — |
Comprehensive Income (Loss) (Ta
Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Comprehensive Income (Loss) [Abstract] | |
Summary Of The Activity In Other Comprehensive Income (Loss), Net Of The Related Tax Effects | Unrealized Gains on Foreign Unrealized Available Currency (Losses) Gains on -for-Sale Translation (In millions) Derivatives Securities Loss Total Balance as of December 31, 2013 $ 1 $ 7 $ (1) $ 7 Other comprehensive (loss) income before reclassifications: Pre-tax amount (12) 3 (5) (15) Tax (benefit) provision (5) 1 — (4) After-tax amount (7) 1 (5) (11) Amounts reclassified from accumulated other comprehensive income (loss) (1) 1 (3) — (1) Net current period other comprehensive loss (6) (1) (5) (13) Spin-off of the TruGreen Business — — (2) (2) Balance as of December 31, 2014 $ (6) $ 6 $ (8) $ (8) Other comprehensive (loss) income before reclassifications: Pre-tax amount (13) 1 (8) (21) Tax (benefit) provision (5) — — (5) After-tax amount (9) 1 (8) (16) Amounts reclassified from accumulated other comprehensive income (loss) (1) 7 (4) — 3 Net current period other comprehensive loss (2) (3) (8) (13) Balance as of December 31, 2015 $ (7) $ 2 $ (15) $ (21) ___________________________________ (1) Amounts are net of tax. See reclassifications out of accumulated other comprehensive income (loss) below for further details. |
Schedule Of Reclassifications Out Of Accumulated Other Comprehensive Income (Loss) | Amounts Reclassified from Accumulated Other Comprehensive Income (Loss) As of December 31, Consolidated Statements of Operations (In millions) 2015 2014 2013 and Comprehensive Income (Loss) Location (Losses) gains on derivatives: Fuel swap contracts $ (5) $ (1) $ 1 Cost of services rendered and products sold Interest rate swap contracts (6) (1) (5) Interest expense Net losses on derivatives (11) (2) (4) Impact of income taxes 4 1 2 Provision for income taxes Total reclassifications related to derivatives $ (7) $ (1) $ (2) Gains on available-for-sale securities $ 7 $ 4 $ 2 Interest and net investment income Impact of income taxes (3) (2) (1) Provision for income taxes Total reclassifications related to securities $ 4 $ 3 $ 1 Total reclassifications for the period $ (3) $ 1 $ (1) |
Supplemental Cash Flow Inform40
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule Of Supplemental Information Relating To The Unaudited Condensed Consolidated Statements Of Cash Flows | Year Ended December 31, (In millions) 2015 2014 2013 Cash paid for or (received from): Interest expense $ 178 $ 220 $ 232 Interest and dividend income (3) (3) (5) Income taxes, net of refunds 44 12 9 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stock-Based Compensation [Abstract] | |
Schedule Of Assumptions Used To Estimate Value Of Each Option Award | Year Ended December 31, Assumption 2015 2014 2013 Expected volatility 34.1 % 49.6 % 49.2% - 49.6 % Expected dividend yield 0.0 % 0.0 % 0.0 % Expected life (in years) 6.3 6.3 6.3 Risk-free interest rate 1.50% - 1.83 % 1.86 % 1.69% - 2.02 % |
Summary Of Option Activity Under The MSIP | Weighted Avg. Remaining Weighted Avg. Aggregate Contractual Stock Exercise Intrinsic Value Term Options Price (in millions) (in years) Total outstanding, December 31, 2014 4,604,099 $ 12.27 $ 67 Granted to employees 411,506 $ 32.70 Exercised (1,182,674) $ 12.33 Forfeited (160,500) $ 20.92 Expired (4,376) $ 16.01 Total outstanding, December 31, 2015 3,668,055 $ 14.16 $ 92 7.22 Total exercisable, December 31, 2015 1,644,793 $ 12.01 $ 45 6.10 |
Summary Of RSU Activity Under The MSIP | Weighted Avg. Grant Date RSUs Fair Value Total outstanding, December 31, 2014 433,506 $ 13.12 Granted to employees 304,680 $ 32.55 Vested (206,610) $ 12.92 Forfeited (31,610) $ 29.77 Total outstanding, December 31, 2015 499,966 $ 23.99 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2015: Financial Assets: Deferred compensation trust assets Long-term marketable securities $ 8 $ 8 $ — $ — Investments in marketable securities Marketable securities and Long-term marketable securities 73 38 35 — Total financial assets $ 81 $ 46 $ 35 $ — Financial Liabilities: Fuel swap contracts Other accrued liabilities $ 4 $ — $ — $ 4 Interest rate swap contracts Other long-term liabilities 8 — 8 — Total financial liabilities $ 12 $ — $ 8 $ 4 As of December 31, 2014: Financial Assets: Deferred compensation trust assets Long-term marketable securities $ 8 $ 8 $ — $ — Investments in marketable securities Marketable securities and Long-term marketable securities 99 53 45 — Total financial assets $ 107 $ 62 $ 45 $ — Financial Liabilities: Fuel swap contracts Other accrued liabilities $ 6 $ — $ — $ 6 Interest rate swap contracts Other long-term liabilities 4 — 4 — Total financial liabilities $ 10 $ — $ 4 $ 6 |
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) Location of Loss included in Earnings Balance as of December 31, 2013 $ 1 Total losses (realized and unrealized) Included in earnings (1) Cost of services rendered and products sold Included in other comprehensive income (7) Settlements 1 Balance as of December 31, 2014 (6) Total (losses) gains (realized and unrealized) Included in earnings (5) Cost of services rendered and products sold Included in other comprehensive income 2 Settlements 5 Balance as of December 31, 2015 $ (4) |
Schedule Of Level 3 Financial Instruments | Fair Value Valuation Weighted (in millions) Technique Unobservable Input Range Average As of December 31, 2015: Fuel swap contracts $ (4) Discounted Cash Flows Forward Unleaded Price per Gallon (1) $1.91 - $2.55 $ 2.22 As of December 31, 2014: Fuel swap contracts $ (6) Discounted Cash Flows Forward Unleaded Price per Gallon (1) $2.06 - $2.71 $ 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. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 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 | Year Ended December 31, (In millions, except per share data) 2015 2014 2013 Income from continuing operations $ 162 $ 43 $ 42 Weighted-average common shares outstanding 135.0 112.8 91.6 Effect of dilutive securities: RSUs 0.2 0.1 0.1 Stock options (1) 1.4 0.8 0.5 Weighted-average common shares outstanding - assuming dilution 136.6 113.8 92.2 Basic earnings per share from continuing operations $ 1.20 $ 0.38 $ 0.46 Diluted earnings per share from continuing operations $ 1.19 $ 0.38 $ 0.46 ___________________________________ (1) Options to purchase 0.3 million, 0.1 million, and 1.4 million shares for the years ended December 31, 2015, 2014 and 2013, 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. |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) - $ / shares | Jul. 01, 2014 | Dec. 31, 2015 | Nov. 05, 2015 | May. 27, 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 | 28,961,763 | 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 | $ 33.91 | $ 34 | $ 29.50 | |||
Number of shares of Common Stock offered | 41,285,000 | 80,711,763 |
Significant Accounting Polici45
Significant Accounting Policies (Narrative) (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
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 | $ 75 | $ 71 | $ 68 |
Deferred revenue | 552 | 514 | |
Deferred customer acquisition costs | 32 | 35 | |
Advertising expense | 113 | 122 | 114 |
Depreciation of property and equipment, including depreciation of assets held under capital leases | $ 47 | 48 | 48 |
Impairment charge | 47 | ||
Impairment charges, net of tax | 28 | ||
Number of reportable segments | segment | 3 | ||
Goodwill | $ 2,129 | 2,069 | 2,018 |
Indefinite-lived trade names | 1,608 | ||
Other intangible assets | 96 | 88 | |
Impairment of Intangible Assets (Excluding Goodwill) | 0 | 0 | $ 0 |
Restricted net assets | $ 169 | ||
Revolving Credit Facility [Member] | |||
Significant Accounting Policies [Line Items] | |||
Debt issuance costs | 3 | ||
Adjustments for New Accounting Principle, Early Adoption [Member] | |||
Significant Accounting Policies [Line Items] | |||
Debt issuance costs | 31 | ||
Deferred taxes | 76 | ||
Nonrecurring [Member] | |||
Significant Accounting Policies [Line Items] | |||
Fair value of capitalized software | $ 0 |
Significant Accounting Polici46
Significant Accounting Policies (Schedule Of Property And Equipment) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Gross Property and equipment | $ 408 | $ 369 |
Less: accumulated depreciation | (248) | (233) |
Net Property and Equipment | 160 | 136 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and equipment | 6 | 6 |
Buildings And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and equipment | $ 38 | 35 |
Buildings And Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 10 years | |
Buildings And Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 40 years | |
Technology And Communications [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and equipment | $ 200 | 185 |
Technology And Communications [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 3 years | |
Technology And Communications [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years | |
Machinery, Production Equipment And Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and equipment | $ 146 | 124 |
Machinery, Production Equipment And Vehicles [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 3 years | |
Machinery, Production Equipment And Vehicles [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 9 years | |
Office Equipment, Furniture And Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross Property and equipment | $ 17 | $ 19 |
Office Equipment, Furniture And Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 5 years | |
Office Equipment, Furniture And Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives | 7 years |
Business Segment Reporting (Nar
Business Segment Reporting (Narrative) (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2015segment | Dec. 31, 2013USD ($) | |
Business segment reporting [Line Items] | ||
Number of reportable segments | segment | 3 | |
Maximum percentage of revenue from customers and franchisees generated in foreign market | 2.00% | |
Other Operations and Headquarters [Member] | ||
Business segment reporting [Line Items] | ||
Expenses allocated to TruGreen | $ | $ 38 |
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 | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 2,594 | $ 2,457 | $ 2,293 |
Reportable Segment Adjusted EBITDA | 630 | 566 | 489 |
Identifiable Assets | 5,098 | 5,028 | 5,141 |
Depreciation & Amortization Expense | 84 | 100 | 99 |
Capital Expenditures | 40 | 35 | 39 |
Operating Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 2,592 | 2,450 | 2,285 |
Reportable Segment Adjusted EBITDA | 630 | 566 | 489 |
Identifiable Assets | 4,394 | 4,232 | 4,192 |
Depreciation & Amortization Expense | 75 | 90 | 89 |
Capital Expenditures | 19 | 21 | 27 |
Terminix [Member] | Operating Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,444 | 1,370 | 1,309 |
Reportable Segment Adjusted EBITDA | 347 | 309 | 266 |
Identifiable Assets | 2,764 | 2,663 | 2,682 |
Depreciation & Amortization Expense | 59 | 73 | 73 |
Capital Expenditures | 9 | 7 | 11 |
American Home Shield [Member] | Operating Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 917 | 828 | 740 |
Reportable Segment Adjusted EBITDA | 205 | 179 | 145 |
Identifiable Assets | 1,137 | 1,063 | 1,000 |
Depreciation & Amortization Expense | 9 | 9 | 8 |
Capital Expenditures | 7 | 10 | 13 |
Franchise Services Group [Member] | Operating Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 232 | 253 | 236 |
Reportable Segment Adjusted EBITDA | 77 | 78 | 78 |
Identifiable Assets | 492 | 506 | 510 |
Depreciation & Amortization Expense | 8 | 8 | 8 |
Capital Expenditures | 3 | 4 | 3 |
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 2 | 7 | 8 |
Identifiable Assets | 705 | 796 | 949 |
Depreciation & Amortization Expense | 9 | 10 | 10 |
Capital Expenditures | $ 21 | $ 15 | $ 12 |
Business Segment Reporting (S49
Business Segment Reporting (Schedule Of Reconciliation Of Reportable Segment Adjusted EBITDA To Net Income (Loss)) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | ||||
Reportable Segment Adjusted EBITDA | $ 630 | $ 566 | $ 489 | |
Depreciation and amortization expense | (84) | (100) | (99) | |
401(k) Plan corrective contribution | (23) | |||
Non-cash stock-based compensation expense | (10) | (8) | (4) | |
Restructuring charges | (5) | (11) | (6) | |
Gain on sale of Merry Maids branches | 7 | 1 | ||
Non-cash impairment of software and other related costs | (47) | |||
Management and consulting fees | (4) | (7) | ||
Consulting agreement termination fees | (21) | |||
Loss from discontinued operations, net of income taxes | [1] | (2) | (100) | (549) |
Benefit (provision) for income taxes | (107) | (40) | (43) | |
Loss on extinguishment of debt | (58) | (65) | ||
Interest expense | (167) | (219) | (247) | |
Other non-operating expenses | (12) | (2) | ||
Net Income (Loss) | 160 | (57) | (507) | |
Operating Segment [Member] | ||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | ||||
Reportable Segment Adjusted EBITDA | 630 | 566 | 489 | |
Depreciation and amortization expense | (75) | (90) | (89) | |
Terminix [Member] | Operating Segment [Member] | ||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | ||||
Reportable Segment Adjusted EBITDA | 347 | 309 | 266 | |
Depreciation and amortization expense | (59) | (73) | (73) | |
American Home Shield [Member] | Operating Segment [Member] | ||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | ||||
Reportable Segment Adjusted EBITDA | 205 | 179 | 145 | |
Depreciation and amortization expense | (9) | (9) | (8) | |
Franchise Services Group [Member] | Operating Segment [Member] | ||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | ||||
Reportable Segment Adjusted EBITDA | 77 | 78 | 78 | |
Depreciation and amortization expense | (8) | (8) | (8) | |
Corporate [Member] | ||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | ||||
Unallocated corporate expenses | (9) | (9) | (39) | |
Depreciation and amortization expense | (9) | (10) | (10) | |
Restructuring charges | $ (1) | $ (6) | $ (4) | |
[1] | During the years ended December 31, 2014 and 2013, the Company recorded pre-tax non-cash impairment charges of $139 million ($84 million, net of tax) and $673 million ($521 million, net of tax), respectively, associated with the goodwill and trade name at its former TruGreen business, which is reported in Loss from discontinued operations, net of income taxes in the consolidated statements of operations and comprehensive income (loss). |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Goodwill and trade name impairment | $ 0 | $ 0 | $ 0 |
Accumulated impairment losses recorded in continuing operations | 0 | 0 | 0 |
Amortization expense | 38 | 52 | 51 |
Amortization expense, 2016 | 30 | ||
Amortization expense, 2017 | 19 | ||
Amortization expense, 2018 | 13 | ||
Amortization expense, 2019 | 8 | ||
Amortization expense, 2020 | $ 6 | ||
Goodwill and trade name impairment | 139 | 673 | |
TruGreen [Member] | Trade Names [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Pre-tax non-cash impairment charges | 139 | 673 | |
Non-cash trade name impairment charge, net of tax | $ 84 | $ 521 |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets (Schedule Of Goodwill Balances For Continuing Operations By Reportable Segment And For Other Operations And Headquarters) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Goodwill balances by segment for continuing operations | |||
Balance at the beginning of the period | $ 2,069 | $ 2,018 | |
Acquisitions | 74 | 53 | |
Disposals | (9) | ||
Other | (5) | (3) | [1] |
Balance at the end of the period | 2,129 | 2,069 | |
Terminix [Member] | |||
Goodwill balances by segment for continuing operations | |||
Balance at the beginning of the period | 1,497 | 1,480 | |
Acquisitions | 74 | 18 | |
Other | (4) | (1) | [1] |
Balance at the end of the period | 1,567 | 1,497 | |
American Home Shield [Member] | |||
Goodwill balances by segment for continuing operations | |||
Balance at the beginning of the period | 381 | 348 | |
Acquisitions | 34 | ||
Balance at the end of the period | 381 | 381 | |
Franchise Services Group [Member] | |||
Goodwill balances by segment for continuing operations | |||
Balance at the beginning of the period | 191 | 190 | |
Acquisitions | 1 | ||
Disposals | (9) | ||
Other | (1) | (1) | [1] |
Balance at the end of the period | $ 182 | $ 191 | |
[1] | Reflects the impact of foreign exchange rates. |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets (Schedule Of Other Intangible Asset Balances For Continuing Operations) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
Finite Lived and Indefinite Lived Intangible Assets by Major Class [Line Items] | ||
Intangible Assets Gross, Excluding Goodwill | $ 2,320 | $ 2,277 |
Accumulated Amortization | (616) | (581) |
Intangible Assets Net, Excluding Goodwill | 1,704 | 1,696 |
Customer Relationships [Member] | ||
Finite Lived and Indefinite Lived Intangible Assets by Major Class [Line Items] | ||
Intangible Assets Gross, Excluding Goodwill | 571 | 533 |
Accumulated Amortization | (517) | (489) |
Intangible Assets Net, Excluding Goodwill | 53 | 44 |
Franchise Agreements [Member] | ||
Finite Lived and Indefinite Lived Intangible Assets by Major Class [Line Items] | ||
Intangible Assets Gross, Excluding Goodwill | 88 | 88 |
Accumulated Amortization | (63) | (59) |
Intangible Assets Net, Excluding Goodwill | 25 | 29 |
Other [Member] | ||
Finite Lived and Indefinite Lived Intangible Assets by Major Class [Line Items] | ||
Intangible Assets Gross, Excluding Goodwill | 53 | 47 |
Accumulated Amortization | (36) | (32) |
Intangible Assets Net, Excluding Goodwill | 18 | 15 |
Trade Names [Member] | ||
Finite Lived and Indefinite Lived Intangible Assets by Major Class [Line Items] | ||
Intangible Assets Gross, Excluding Goodwill | 1,608 | 1,608 |
Intangible Assets Net, Excluding Goodwill | $ 1,608 | $ 1,608 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | |
Income Taxes [Abstract] | ||||
Unrecognized tax benefits | $ 16 | $ 13 | $ 8 | $ 8 |
Unrecognized tax benefits that would impact effective tax rate if recognized | 12 | 11 | ||
Unrecognized tax benefits, reasonably possible decrease within the next 12 months | 7 | 1 | ||
Actual decrease in unrecognized tax benefits as a result of closing of certain federal and state audits and expiration of statutes of limitation | $ 1 | |||
Number of state tax authorities that are in the process of auditing state income tax returns of various subsidiaries | item | 5 | |||
Accrued interest and penalties | $ 1 | $ 1 | ||
Effective tax rate on loss from discontinued operations (as a percent) | 37.70% | 38.10% | 23.30% | |
Valuation allowance for deferred tax assets | $ 7 | |||
Deferred tax assets, net of valuation allowance, for federal and state net operating loss and capital loss carryforwards | 31 | |||
Deferred tax assets, net of valuation allowance, for federal and state credit carryforwards | 1 | |||
Potential increase in equity if deferred tax asset realized related to equity compensation | 3 | |||
Cumulative undistributed earnings of the Company’s foreign subsidiaries | 56 | $ 53 | ||
Cash associated with indefinitely reinvested foreign earnings | $ 17 | $ 20 |
Income Taxes (Reconciliation Of
Income Taxes (Reconciliation Of Unrecognized Tax Benefits) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of the beginning and ending amount of gross unrecognized tax benefits | |||
Balance at beginning of period | $ 13 | $ 8 | $ 8 |
Increases in tax positions for prior years | 1 | 1 | |
Increases in tax positions for current year | 3 | 7 | 1 |
Lapse in statute of limitations | (1) | (1) | (2) |
Balance at end of period | $ 16 | $ 13 | $ 8 |
Income Taxes (Components Of Inc
Income Taxes (Components Of Income (Loss) From Continuing Operations Before Income Taxes) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Components of (loss) income from continuing operations before income taxes | |||
U.S. | $ 266 | $ 79 | $ 80 |
Foreign | 4 | 5 | 6 |
Income from Continuing Operations before Income Taxes | $ 270 | $ 84 | $ 86 |
Income Taxes (Reconciliation 56
Income Taxes (Reconciliation Of Effective Income Tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of income tax computed at the U.S. federal statutory tax rate to the entity's effective income tax rate for continuing operations | |||
Tax at U.S. federal statutory rate (as a percent) | 35.00% | 35.00% | 35.00% |
State and local income taxes, net of U.S. federal benefit (as a percent) | 3.20% | 12.30% | 9.60% |
Tax credits (as a percent) | (0.80%) | (3.10%) | (2.60%) |
Nondeductible goodwill (as a percent) | 2.40% | 1.80% | 0.80% |
Other permanent items (as a percent) | 1.60% | 4.20% | |
Other, including foreign rate differences and reserves (as a percent) | 0.60% | 3.10% | |
Effective rate (as a percent) | 39.80% | 48.20% | 50.10% |
Income Taxes (Income Tax Expens
Income Taxes (Income Tax Expense From Continuing Operations) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current | |||
U.S. federal | $ 33 | $ 1 | |
Foreign | 2 | $ 3 | 3 |
State and local | 12 | 9 | 5 |
Total current | 47 | 11 | 9 |
Deferred | |||
U.S. federal | 59 | 27 | 27 |
State and local | 1 | 2 | 7 |
Total deferred | 60 | 29 | 33 |
Total | |||
Total income tax expense from continuing operations | $ 107 | $ 40 | $ 43 |
Income Taxes (Deferred Tax Bala
Income Taxes (Deferred Tax Balances) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | |
Long-term deferred tax assets (liabilities): | |||
Intangible assets | [1] | $ (719) | $ (718) |
Property and equipment | (21) | (19) | |
Prepaid expenses and deferred customer acquisition costs | (17) | (16) | |
Receivables allowances | 13 | 12 | |
Self-insured claims and related expenses | 11 | 9 | |
Accrued liabilities | 30 | 34 | |
Other long-term obligations | (14) | (25) | |
Net operating loss and tax credit carryforwards | 37 | 90 | |
Less valuation allowance | (7) | (7) | |
Net Long-term deferred tax liability | (687) | (640) | |
Deferred tax liability related primarily to the difference in the tax versus book basis of intangible assets | $ 760 | $ 764 | |
[1] | The deferred tax liability relates primarily to the difference in the tax versus book basis of intangible assets. The Company had $760 million and $764 million of deferred tax liability included in this net deferred tax liability as of December 31, 2015 and 2014, respectively, that will not actually be paid unless certain business units of the Company are sold. |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Acquisitions [Line Items] | |||
Net purchase price | $ 125 | $ 64 | $ 40 |
Goodwill | 2,129 | 2,069 | 2,018 |
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 | 125 | 32 | 40 |
Goodwill | 74 | 20 | 24 |
Other intangibles related to acquisitions | $ 46 | $ 11 | $ 13 |
Acquisitions (Schedule Of Suppl
Acquisitions (Schedule Of Supplemental Cash Flow Information Regarding Acquisitions) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Supplemental cash flow information regarding acquisitions | |||
Assets acquired | $ 126 | $ 99 | $ 40 |
Liabilities assumed | (34) | ||
Net assets acquired | 125 | 64 | 40 |
Net cash paid | 92 | 58 | 32 |
Seller financed debt | 33 | 6 | 8 |
Purchase price | $ 125 | $ 64 | $ 40 |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 14, 2014 | Oct. 01, 2013 | |
Details of assets and liabilities and operating results of discontinued operations | ||||||
Goodwill | $ 2,129 | $ 2,069 | $ 2,018 | |||
TGLP [Member] | ||||||
Details of assets and liabilities and operating results of discontinued operations | ||||||
Written notice period for termination of service agreement | 90 days | |||||
Amount of fees which is included, net of costs incurred, in Selling and administrative expenses | $ 25 | 36 | ||||
Amount of accounts payable paid on behalf of related party | 97 | |||||
TruGreen [Member] | ||||||
Details of assets and liabilities and operating results of discontinued operations | ||||||
Increase in discount rate (as a percent) | 3.50% | |||||
Decrease in discount rate (as a percent) | 1.00% | 1.00% | ||||
Non-cash trade name impairment charge | $ 256 | 139 | ||||
Non-cash trade name impairment charge, net of tax | 84 | |||||
Pre-tax goodwill impairment | 417 | |||||
Goodwill | 0 | |||||
Pre-tax non-cash goodwill and trade name impairment charge | 139 | 673 | ||||
Post-tax non-cash goodwill and trade name impairment charge | $ 84 | $ 521 |
Discontinued Operations (Schedu
Discontinued Operations (Schedule Of Assets And Liabilities Of Discontinued Operations) (Details) - USD ($) $ in Millions | Dec. 31, 2014 | Jan. 14, 2014 |
Liabilities of Disposal Group, Including Discontinued Operation [Abstract] | ||
Current liabilities | $ 9 | |
TruGreen [Member] | ||
Assets of Disposal Group, Including Discontinued Operation [Abstract] | ||
Cash and cash equivalents | $ 57 | |
Receivables, net | 22 | |
Inventories and other current assets | 39 | |
Property and equipment, net | 181 | |
Intangible assets, net | 216 | |
Other long-term assets | 6 | |
Total Assets | 521 | |
Liabilities of Disposal Group, Including Discontinued Operation [Abstract] | ||
Current liabilities | 149 | |
Long-term debt and other long-term liabilities | 97 | |
Total Liabilities | 246 | |
Disposal Group Including Discontinued Operation Assets and Liabilities Net | $ 275 |
Discontinued Operations (Sche63
Discontinued Operations (Schedule Of Operating Results Of Discontinued Operations) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Operating results of discontinued operations | ||||
Revenue | $ 6 | $ 896 | ||
Cost of services rendered and products sold | 12 | 686 | ||
Selling and administrative expenses | $ 3 | 14 | 232 | |
Amortization | 5 | |||
Goodwill and trade name impairment | 139 | 673 | ||
Restructuring charges | 3 | 15 | ||
Interest expense | 2 | |||
Interest income | (1) | |||
Loss before income taxes | (3) | (161) | (716) | |
Benefit for income taxes | (1) | (61) | (167) | |
Loss from discontinued operations, net of income taxes | [1] | $ (2) | $ (100) | $ (549) |
[1] | During the years ended December 31, 2014 and 2013, the Company recorded pre-tax non-cash impairment charges of $139 million ($84 million, net of tax) and $673 million ($521 million, net of tax), respectively, associated with the goodwill and trade name at its former TruGreen business, which is reported in Loss from discontinued operations, net of income taxes in the consolidated statements of operations and comprehensive income (loss). |
Discontinued Operations (Sche64
Discontinued Operations (Schedule Of Liabilities Of Discontinued Operations) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Details of assets and liabilities and operating results of discontinued operations | |
Beginning Balance | $ 9 |
Costs incurred | 2 |
Costs paid or otherwise settled | $ (11) |
Restructuring Charges (Narrativ
Restructuring Charges (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring Charges [Abstract] | |||
Restructuring charges | $ 5 | $ 11 | $ 6 |
Restructuring charges, net of tax | $ 3 | $ 7 | $ 4 |
Restructuring Charges (Schedule
Restructuring Charges (Schedule Of Restructuring Charges) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 5 | $ 11 | $ 6 |
Centers Of Excellence Initiative [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Professional fees | 1 | 3 | |
Severance and other restructuring costs | 1 | 5 | 1 |
Terminix [Member] | Branch Optimization [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 3 | 2 | 2 |
Severance costs | 2 | 2 | 1 |
Lease termination costs | 1 | 1 | |
Franchise Services Group [Member] | Franchise Services Group Reorganization [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1 | 3 | |
Corporate [Member] | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 1 | $ 6 | $ 4 |
Restructuring Charges (Schedu67
Restructuring Charges (Schedule Of Reconciliation Of The Beginning And Ending Balances Of Accrued Restructuring Charges) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of the beginning and ending balances of accrued restructuring charges | |||
Balance at the beginning of the period | $ 4 | $ 1 | |
Costs incurred | 5 | 11 | $ 6 |
Costs paid or otherwise settled | (7) | (8) | |
Balance at the end of the period | $ 1 | $ 4 | $ 1 |
Commitments and Contingencies68
Commitments and Contingencies (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Rent expense | $ 29 | $ 31 | $ 29 |
Future long-term non-cancelable operating lease payments in 2016 | 20 | ||
Future long-term non-cancelable operating lease payments in 2017 | 17 | ||
Future long-term non-cancelable operating lease payments in 2018 | 13 | ||
Future long-term non-cancelable operating lease payments in 2019 | 9 | ||
Future long-term non-cancelable operating lease payments in 2020 | 2 | ||
Future long-term non-cancelable operating lease payments in 2021 and thereafter | 5 | ||
U.S. Virgin Islands Matter [Member] | |||
Net charge related to unasserted civil claims | 3 | ||
Department Of Justice Discussion [Member] | |||
Net charge related to unasserted civil claims | $ 8 |
Commitments and Contingencies69
Commitments and Contingencies (Schedule Of Reconciliation Of Beginning And Ending Accrued Self-Insured Claims) (Details) - Accrued Self-Insured Claims, Net [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of beginning and ending accrued self-insured claims | ||
Balance at the beginning of the period | $ 104 | $ 101 |
Provision for self-insured claims | 41 | 45 |
Cash payments | (31) | (43) |
Balance at the end of the period | $ 114 | $ 104 |
Related Party Transactions (Con
Related Party Transactions (Consulting Agreement Narrative) (Details) - USD ($) $ in Millions | Jul. 01, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Related party transactions | ||||
Management fees recorded | $ 4 | $ 7 | ||
Net proceeds from the IPO used to pay termination expenses to Equity Sponsors | $ 21 | |||
CD&R [Member] | ||||
Related party transactions | ||||
Annual consulting fees | $ 6 | |||
Management fees recorded | $ 4 | $ 7 | ||
StepStone, JPMorgan and Ridgemont [Member] | ||||
Related party transactions | ||||
Annual consulting fees | $ 1 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Benefit Plans [Abstract] | |||
Discretionary contributions to qualified profit sharing and non qualified deferred compensation plan | $ 14 | $ 12 | $ 13 |
Deferred Compensation Arrangement with Individual, Estimate Of Correction Cost, Minimum | 23 | ||
401(k) Plan corrective contribution | $ 23 |
Long-Term Debt (Schedule Of Lon
Long-Term Debt (Schedule Of Long-Term Debt) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Long-term debt [Line Items] | ||
Less current portion | $ (54) | $ (39) |
Total long-term debt | 2,698 | 2,987 |
Vehicle Capital Leases [Member] | ||
Long-term debt [Line Items] | ||
Vehicle capital leases | $ 47 | 39 |
Borrowing margin (as a percent) | 2.45% | |
Variable rate basis | one-month LIBOR | |
Senior Secured Term Loan Facility Maturing In 2021 [Member] | ||
Long-term debt [Line Items] | ||
Long-term debt | $ 2,336 | 1,784 |
Unamortized debt issuance costs | 21 | 19 |
Unamortized original issue discount | $ 17 | |
7% 2020 Notes [Member] | ||
Long-term debt [Line Items] | ||
Long-term debt | 481 | |
Interest rate (as a percent) | 7.00% | |
Unamortized debt issuance costs | 6 | |
8% 2020 Notes [Member] | ||
Long-term debt [Line Items] | ||
Long-term debt | 386 | |
Interest rate (as a percent) | 8.00% | |
Unamortized debt issuance costs | 5 | |
Unamortized premium | (1) | |
7.10% Maturing 2018, 7.45% Maturing 2027, 7.25% Maturing 2038 [Member] | ||
Long-term debt [Line Items] | ||
Unamortized fair value adjustments related to purchase accounting | $ 53 | 59 |
7.10% Notes Maturing In 2018 [Member] | ||
Long-term debt [Line Items] | ||
Long-term debt | $ 75 | 73 |
Interest rate (as a percent) | 7.10% | |
7.45% Notes Maturing In 2027 [Member] | ||
Long-term debt [Line Items] | ||
Long-term debt | $ 164 | 161 |
Interest rate (as a percent) | 7.45% | |
7.25% Notes Maturing In 2038 [Member] | ||
Long-term debt [Line Items] | ||
Long-term debt | $ 65 | 64 |
Interest rate (as a percent) | 7.25% | |
Other [Member] | ||
Long-term debt [Line Items] | ||
Long-term debt | $ 65 | $ 37 |
Long-Term Debt (Term Loan Facil
Long-Term Debt (Term Loan Facility Narrative) (Details) | Jul. 23, 2014USD ($)agreement | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Aug. 17, 2015USD ($) | Apr. 01, 2015USD ($) | Jul. 01, 2014USD ($) | |
Long-term debt [Line Items] | ||||||||||
Debt issuance costs | $ 5,000,000 | $ 24,000,000 | $ 6,000,000 | |||||||
Percentage of capital stock of direct foreign subsidiaries | 65.00% | |||||||||
Loss on extinguishment of debt | $ (58,000,000) | (65,000,000) | ||||||||
Notional amount | $ 700,000,000 | $ 300,000,000 | ||||||||
Weighted Average Fixed Rate (as a percent) | [1] | 1.867% | 1.786% | |||||||
Interest rate swap agreements effective August 1, 2014 [Member] | ||||||||||
Long-term debt [Line Items] | ||||||||||
Borrowing margin (as a percent) | 3.25% | |||||||||
Number of agreements | agreement | 2 | |||||||||
Term of agreement | 4 years | |||||||||
Notional amount | $ 300,000,000 | |||||||||
Weighted Average Fixed Rate (as a percent) | 1.786% | |||||||||
Interest rate swap agreements effective March 1, 2015 [Member] | ||||||||||
Long-term debt [Line Items] | ||||||||||
Borrowing margin (as a percent) | 3.25% | |||||||||
Number of agreements | agreement | 3 | |||||||||
Term of agreement | 41 months | |||||||||
Notional amount | $ 400,000,000 | |||||||||
Weighted Average Fixed Rate (as a percent) | 1.927% | |||||||||
Senior Secured Term Loan Facility Maturing In 2021 [Member] | ||||||||||
Long-term debt [Line Items] | ||||||||||
Face amount of debt instrument | $ 1,825,000,000 | |||||||||
Debt issuance costs | $ 24,000,000 | |||||||||
Payment of debt issuance costs and original issue discount costs | 42,000,000 | |||||||||
Original debt issue discount | $ 18,000,000 | |||||||||
Senior Secured Term Loan Facility Maturing In 2021 [Member] | LIBOR [Member] | ||||||||||
Long-term debt [Line Items] | ||||||||||
Interest rate (as a percent) | 1.00% | |||||||||
Borrowing margin (as a percent) | 3.25% | |||||||||
Senior Secured Term Loan Facility Maturing In 2021 [Member] | Alternative Base Rate [Member] | ||||||||||
Long-term debt [Line Items] | ||||||||||
Interest rate (as a percent) | 2.00% | |||||||||
Borrowing margin (as a percent) | 2.25% | |||||||||
Old Term Facilities [Member] | ||||||||||
Long-term debt [Line Items] | ||||||||||
Available cash used to repay debt | $ 243,000,000 | |||||||||
Principal payment of Old Term Facilities | 120,000,000 | |||||||||
Debt repaid in full | $ 2,187,000,000 | |||||||||
April Incremental Term Loans [Member] | ||||||||||
Long-term debt [Line Items] | ||||||||||
Face amount of debt instrument | $ 175,000,000 | |||||||||
Repayment of principal amount | $ 200,000,000 | |||||||||
Redemption percentage | 106.00% | |||||||||
Debt issuance costs | $ 2,000,000 | |||||||||
August Incremental Term Loans [Member] | ||||||||||
Long-term debt [Line Items] | ||||||||||
Face amount of debt instrument | $ 400,000,000 | |||||||||
Repayment of principal amount | $ 488,000,000 | |||||||||
Redemption percentage | 105.25% | |||||||||
Debt issuance costs | $ 3,000,000 | |||||||||
Payment of debt issuance costs and original issue discount costs | 5,000,000 | |||||||||
Original debt issue discount | $ 2,000,000 | |||||||||
[1] | Before the application of the applicable borrowing margin. |
Long-Term Debt (Schedule of Int
Long-Term Debt (Schedule of Interest Rate Swap Agreements) (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Jul. 23, 2014 | ||
Entered into | $ 400,000,000 | $ (300,000,000) | ||
Notional amount | $ 700,000,000 | $ 300,000,000 | ||
Fixed Rate (as a percent) | [1] | 1.867% | 1.786% | |
Interest rate swap agreements effective August 1, 2014 [Member] | ||||
Notional amount | $ 300,000,000 | |||
Fixed Rate (as a percent) | 1.786% | |||
Interest rate swap agreements effective March 1, 2015 [Member] | ||||
Notional amount | $ 400,000,000 | |||
Fixed Rate (as a percent) | 1.927% | |||
[1] | Before the application of the applicable borrowing margin. |
Long-Term Debt (Revolving Credi
Long-Term Debt (Revolving Credit Facility Narrative) (Details) - Revolving Credit Facility Maturing In 2019 [Member] - USD ($) | Jul. 01, 2014 | Dec. 31, 2015 |
Long-term debt [Line Items] | ||
Maximum borrowings | $ 300,000,000 | |
Available borrowing capacity | $ 167,000,000 | |
LIBOR [Member] | ||
Long-term debt [Line Items] | ||
Borrowing margin (as a percent) | 3.25% | |
Alternative Base Rate [Member] | ||
Long-term debt [Line Items] | ||
Borrowing margin (as a percent) | 2.25% | |
Letter of Credit [Member] | ||
Long-term debt [Line Items] | ||
Maximum borrowings | $ 225,000,000 | |
Borrowings outstanding | $ 133,000,000 |
Long-Term Debt (2020 Notes Narr
Long-Term Debt (2020 Notes Narrative) (Details) - USD ($) $ in Millions | Aug. 17, 2015 | Apr. 01, 2015 | Feb. 17, 2015 | Jul. 16, 2014 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||||||||
Loss on extinguishment of debt | $ 58 | $ 65 | |||||||
Write-off of debt issuance costs | 30 | ||||||||
8% 2020 Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 8.00% | ||||||||
Repayment of principal amount | $ 200 | $ 190 | $ 210 | $ 100 | |||||
Pre-payment premium | 17 | ||||||||
Loss on extinguishment of debt | $ 14 | $ 13 | |||||||
Accrued interest | 7 | ||||||||
Prepayment premium loss on extinguishment of debt | 12 | 11 | 17 | ||||||
Write-off of debt issuance costs | $ 2 | $ 2 | |||||||
Redemption percentage | 106.00% | 106.00% | |||||||
7% 2020 Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 7.00% | ||||||||
Repayment of principal amount | $ 488 | 263 | |||||||
Pre-payment premium | 18 | ||||||||
Loss on extinguishment of debt | $ 31 | ||||||||
Accrued interest | $ 8 | ||||||||
Prepayment premium loss on extinguishment of debt | 25 | $ 18 | |||||||
Write-off of debt issuance costs | $ 6 | ||||||||
Redemption percentage | 105.25% |
Long-Term Debt (Other Narrative
Long-Term Debt (Other Narrative) (Details) $ in Millions | Dec. 31, 2015USD ($) |
Long-Term Debt [Abstract] | |
Future scheduled long term debt payments in 2016 | $ 54 |
Future scheduled long term debt payments in 2017 | 66 |
Future scheduled long term debt payments in 2018 | 121 |
Future scheduled long term debt payments in 2019 | 38 |
Future scheduled long term debt payments in 2020 | 32 |
Capital lease obligations | 51 |
Future capital lease payments in 2016 | 18 |
Future capital lease payments in 2017 | 15 |
Future capital lease payments in 2018 | 10 |
Future capital lease payments in 2019 | 6 |
Future capital lease payments in 2020 | $ 2 |
Cash and Marketable Securitie78
Cash and Marketable Securities (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash and Marketable Securities [Abstract] | |||
Maximum maturity term of cash, money market funds and certificates of deposits | 3 months | ||
Portion of unrealized losses in loss position for more than one year | $ 0 | $ 0 | |
Aggregate fair value of investments with unrealized losses | 23 | 29 | |
Gross realized losses or impairment charges due to other than temporary declines in the value of certain investments | $ 0 | $ 0 | $ 0 |
Cash and Marketable Securitie79
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 | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 78 | $ 98 |
Gross Unrealized Gains | 4 | 10 |
Gross Unrealized Losses | (1) | (1) |
Fair Value | 81 | 107 |
Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 60 | 65 |
Gross Unrealized Gains | 1 | 1 |
Fair Value | 60 | 66 |
Equity Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 18 | 33 |
Gross Unrealized Gains | 3 | 9 |
Gross Unrealized Losses | (1) | |
Fair Value | $ 21 | $ 41 |
Cash and Marketable Securitie80
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 | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash and Marketable Securities [Abstract] | |||
Proceeds from sale of securities | $ 22 | $ 43 | $ 23 |
Gross realized gains, pre-tax | 7 | 5 | 2 |
Gross realized gains, net of tax | $ 4 | 3 | 1 |
Gross realized losses, pre-tax | (1) | $ (1) | |
Gross realized losses, net of tax | $ (1) |
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 | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Accumulated Other Comprehensive Income (Loss) | |||
Balance at the beginning of period | $ (8) | $ 7 | |
Other comprehensive (loss) income before reclassifications: | |||
Pre-tax amount | (21) | (15) | |
Tax (benefit) provision | (5) | (4) | |
After-tax amount | (16) | (11) | |
Amounts reclassified from accumulated other comprehensive income (loss) | [1] | 3 | (1) |
Net current-period other comprehensive income (loss) | (13) | (13) | |
Spin-off of the TruGreen Business | (2) | ||
Balance at the end of period | (21) | (8) | |
Unrealized (Losses) Gains on Derivatives [Member] | |||
Accumulated Other Comprehensive Income (Loss) | |||
Balance at the beginning of period | (6) | 1 | |
Other comprehensive (loss) income before reclassifications: | |||
Pre-tax amount | (13) | (12) | |
Tax (benefit) provision | (5) | (5) | |
After-tax amount | (9) | (7) | |
Amounts reclassified from accumulated other comprehensive income (loss) | [1] | 7 | 1 |
Net current-period other comprehensive income (loss) | (2) | (6) | |
Balance at the end of period | (7) | (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 | 1 | 3 | |
Tax (benefit) provision | 1 | ||
After-tax amount | 1 | 1 | |
Amounts reclassified from accumulated other comprehensive income (loss) | [1] | (4) | (3) |
Net current-period other comprehensive income (loss) | (3) | (1) | |
Balance at the end of period | 2 | 6 | |
Foreign Currency Translation Loss [Member] | |||
Accumulated Other Comprehensive Income (Loss) | |||
Balance at the beginning of period | (8) | (1) | |
Other comprehensive (loss) income before reclassifications: | |||
Pre-tax amount | (8) | (5) | |
After-tax amount | (8) | (5) | |
Net current-period other comprehensive income (loss) | (8) | (5) | |
Spin-off of the TruGreen Business | (2) | ||
Balance at the end of period | $ (15) | $ (8) | |
[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 | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Cost of services rendered and products sold | $ 1,375 | $ 1,298 | $ 1,220 |
Interest expense | 167 | 219 | 247 |
Interest and net investment income | (9) | (7) | (8) |
Provision for income taxes | (107) | (40) | (43) |
Total reclassifications for the period | (160) | 57 | 507 |
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Total reclassifications for the period | (3) | 1 | (1) |
Unrealized (Losses) Gains on Derivatives [Member] | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Net losses on derivatives | (11) | (2) | (4) |
Provision for income taxes | 4 | 1 | 2 |
Total reclassifications for the period | (7) | (1) | (2) |
Unrealized (Losses) Gains on Derivatives [Member] | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | Fuel Swap Contracts [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Cost of services rendered and products sold | (5) | (1) | 1 |
Unrealized (Losses) Gains on Derivatives [Member] | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | Interest Rate Swap Contracts [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Interest expense | (6) | (1) | (5) |
Unrealized Gains on Available-for-Sale Securities [Member] | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | |||
Interest and net investment income | 7 | 4 | 2 |
Provision for income taxes | (3) | (2) | (1) |
Total reclassifications for the period | $ 4 | $ 3 | $ 1 |
Supplemental Cash Flow Inform83
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash paid for or (received from): | |||
Interest expense | $ 178 | $ 220 | $ 232 |
Interest and dividend income | (3) | (3) | (5) |
Income taxes, net of refunds | 44 | 12 | 9 |
Capital lease and other non-cash financing transactions | 27 | 17 | 26 |
Cash received for franchise | 14 | 2 | $ 1 |
Merry Maids [Member] | |||
Cash paid for or (received from): | |||
Total purchase price for conversion of certain company-owned Merry Maids branches to franchises | 17 | 2 | |
Cash received for franchise | 13 | ||
Financing provided for franchise | $ 4 | $ 2 |
Capital Stock (Details)
Capital Stock (Details) - $ / shares | 12 Months Ended | |||||
Dec. 31, 2015 | Nov. 05, 2015 | May. 27, 2015 | Feb. 04, 2015 | Dec. 31, 2014 | Jun. 25, 2014 | |
Class of Stock [Line Items] | ||||||
Common stock registered for offering and sale | 2,000,000,000 | 28,961,763 | 20,000,000 | 25,000,000 | 2,000,000,000 | 35,900,000 |
Shares of common stock issued and held by CDRSVM Holdings, LLC | 143,170,897 | 141,731,682 | ||||
Shares of common stock outstanding | 135,511,176 | 134,092,335 | ||||
Shares of common stock outstanding | 135,511,176 | |||||
DSUs [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares sold | 504,560 | |||||
Shares issued, price per share | $ 11.43 | |||||
Shares held in rabbi trust | 504,560 | |||||
DSUs outstanding | 11,357 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) $ / shares in Units, $ in Millions | Jul. 01, 2014$ / sharesshares | Mar. 18, 2014shares | Dec. 31, 2015USD ($)item$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares | Nov. 05, 2015$ / shares | May. 27, 2015$ / shares | Feb. 04, 2015$ / shares | Feb. 14, 2014$ / shares | Jan. 14, 2014$ / shares | Jan. 13, 2014$ / shares |
Stock-Based Compensation [Line Items] | |||||||||||
Employee stock purchase plan, number of shares sold | 34,302 | ||||||||||
Weighted-average grant-date fair value of the purchase rights | $ / shares | $ 3.97 | ||||||||||
Number of shares of common stock available for issuance | 16,396,667 | ||||||||||
Number of shares of common stock remaining for future grant | 8,409,133 | ||||||||||
Number of shares of entity's common stock based on the fair market value of which maximum per-share exercise price is determined | 1 | ||||||||||
Period for which vested options will remain exercisable following termination of employment without cause | 3 months | ||||||||||
Period for which vested options will remain exercisable following termination of employment without cause in case of death, disability or retirement at normal retirement age | 1 year | ||||||||||
Number of shares of Common Stock offered | 41,285,000 | 80,711,763 | |||||||||
Granted to employees (in shares) | 411,506 | 1,222,831 | 2,113,076 | ||||||||
Granted to employees (in dollars per share) | $ / shares | $ 32.70 | $ 12.91 | $ 11.61 | ||||||||
Weighted-average grant-date fair value (in dollars per share) | $ / shares | $ 11.91 | $ 6.18 | $ 5.75 | ||||||||
Number of equal annual vesting installments | item | 4 | ||||||||||
Vesting period | 4 years | ||||||||||
Forfeiture rate (as a percent) | 20.37% | ||||||||||
Total intrinsic value of stock options exercised | $ | $ 25 | $ 10 | $ 1 | ||||||||
Total fair value of stock options vested | $ | 5 | 4 | 3 | ||||||||
Stock-based compensation expense | $ | 10 | 8 | 4 | ||||||||
Stock-based compensation expense, net of tax | $ | 6 | 5 | 3 | ||||||||
Total unrecognized compensation costs related to non-vested stock options and restricted share units | $ | $ 19 | ||||||||||
Weighted-average period of recognition of stock-based compensation cost | 2 years 2 months 1 day | ||||||||||
Additional compensation cost from modifications | $ | $ 0 | $ 0 | $ 0 | ||||||||
Share price (in dollars per share) | $ / shares | $ 17 | $ 33.91 | $ 34 | $ 29.50 | |||||||
Number of common stock and DSUs accepted under tenders offers | 237,762 | ||||||||||
MSIP and Omnibus Incentive Plan [Member] | |||||||||||
Stock-Based Compensation [Line Items] | |||||||||||
Number of shares of Common Stock offered | 245,996 | 574,379 | |||||||||
Shares issued, price per share | $ / shares | $ 12 | $ 11.68 | |||||||||
RSUs [Member] | |||||||||||
Stock-Based Compensation [Line Items] | |||||||||||
Number of equal annual vesting installments | item | 3 | ||||||||||
Granted to employees (in shares) | 304,680 | 99,622 | 907,516 | ||||||||
Granted to employees (in dollars per share) | $ / shares | $ 32.55 | $ 17.52 | $ 13.02 | ||||||||
Total fair value of RSUs vested | $ | $ 7 | $ 5 | $ 2 | ||||||||
Number of shares of common stock into which each award will be converted upon vesting | 1 | ||||||||||
TruGreen conversions | 63,663 | ||||||||||
DSUs [Member] | |||||||||||
Stock-Based Compensation [Line Items] | |||||||||||
Shares issued, price per share | $ / shares | $ 11.43 | ||||||||||
Common Stock [Member] | |||||||||||
Stock-Based Compensation [Line Items] | |||||||||||
Number of shares of Common Stock offered | 1,000,000 | ||||||||||
Number of common stock and DSUs accepted under tenders offers | 199,075 | ||||||||||
New TruGreen's [Member] | |||||||||||
Stock-Based Compensation [Line Items] | |||||||||||
Share price (in dollars per share) | $ / shares | $ 12 | ||||||||||
New TruGreen's [Member] | Common Stock [Member] | |||||||||||
Stock-Based Compensation [Line Items] | |||||||||||
Share price (in dollars per share) | $ / shares | $ 3.75 | ||||||||||
TruGreen [Member] | Common Stock [Member] | |||||||||||
Stock-Based Compensation [Line Items] | |||||||||||
Share price (in dollars per share) | $ / shares | $ 12 | $ 15.75 |
Stock-Based Compensation (Sched
Stock-Based Compensation (Schedule Of Assumptions Used To Estimate Value Of Each Option Award) (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Assumptions used to estimate value of each option award | |||
Expected volatility (as a percent) | 34.10% | ||
Expected volatility, minimum (as a percent) | 49.60% | 49.20% | |
Expected volatility, maximum (as a percent) | 49.60% | ||
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Expected life | 6 years 3 months 18 days | 6 years 3 months 18 days | 6 years 3 months 18 days |
Risk-free interest rate (as a percent) | 1.86% | ||
Risk-free interest rate, minimum (as a percent) | 1.50% | 1.86% | 1.69% |
Risk-free interest rate, maximum (as a percent) | 1.83% | 2.02% |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary Of Option Activity Under The MSIP) (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Options | |||
Total outstanding at the beginning of the period (in shares) | 4,604,099 | ||
Granted to employees (in shares) | 411,506 | 1,222,831 | 2,113,076 |
Exercised (in shares) | (1,182,674) | ||
Forfeited (in shares) | (160,500) | ||
Expired (in shares) | (4,376) | ||
Total outstanding at the end of the period (in shares) | 3,668,055 | 4,604,099 | |
Total exercisable at the end of the period (in shares) | 1,644,793 | ||
Weighted Average Exercise Price | |||
Total outstanding at the beginning of the period (in dollars per share) | $ 12.27 | ||
Granted to employees (in dollars per share) | 32.70 | $ 12.91 | $ 11.61 |
Exercised (in dollars per share) | 12.33 | ||
Forfeited (in dollars per share) | 20.92 | ||
Expired (in dollars per share) | 16.01 | ||
Total outstanding at the end of the period (in dollars per share) | 14.16 | $ 12.27 | |
Total exercisable at the end of the period (in dollars per share) | $ 12.01 | ||
Total Outstanding, Beginning of Period | $ 67 | ||
Total Outstanding, End of Period | 92 | $ 67 | |
Total exercisable, End of Period | $ 45 | ||
Weighted Average Remaining Contractual Term | |||
Total outstanding at the end of the period | 7 years 2 months 19 days | ||
Total exercisable at the end of the period | 6 years 1 month 6 days |
Stock-Based Compensation (Sum88
Stock-Based Compensation (Summary Of RSU Activity Under The MSIP) (Details) - RSUs [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
RSUs | |||
Total outstanding at the beginning of the period (in shares) | 433,506 | ||
Granted to employees (in shares) | 304,680 | 99,622 | 907,516 |
Vested (in shares) | (206,610) | ||
Forfeited (in shares) | (31,610) | ||
TruGreen conversions | (63,663) | ||
Total outstanding at the end of the period (in shares) | 499,966 | 433,506 | |
Weighted Average Grant Date Fair Value | |||
Total outstanding at the beginning of the period (in dollars per share) | $ 13.12 | ||
Granted to employees (in dollars per share) | 32.55 | $ 17.52 | $ 13.02 |
Vested (in dollars per share) | 12.92 | ||
Forfeited (in dollars per share) | 29.77 | ||
Total outstanding at the end of the period (in dollars per share) | $ 23.99 | $ 13.12 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Aggregate notional amount | $ 700,000,000 | $ 300,000,000 |
Hedging gains and losses in accumulated other comprehensive income expected to be recognized in earnings, net of tax | (6,000,000) | |
Estimated Fair Value [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair value of total debt | 2,813,000,000 | 3,102,000,000 |
Carrying Value [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Total debt | 2,752,000,000 | $ 3,026,000,000 |
Fuel Swap Contracts [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Aggregate notional amount | 21,000,000 | |
Letters of credit posted as collateral under fuel hedging program | $ 4,000,000 |
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) - Recurring [Member] - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 |
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 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Financial Assets: | ||
Investments in marketable securities | 35 | 45 |
Total financial assets | 35 | 45 |
Total financial liabilities | 8 | 4 |
Significant Other Observable Inputs (Level 2) [Member] | Interest Rate Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative liability, Noncurrent | 8 | 4 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Financial Assets: | ||
Total financial liabilities | 4 | 6 |
Significant Unobservable Inputs (Level 3) [Member] | Fuel Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative liability, Current | 4 | 6 |
Carrying Value [Member] | ||
Financial Assets: | ||
Deferred compensation trust assets | 8 | 8 |
Investments in marketable securities | 73 | 99 |
Total financial assets | 81 | 107 |
Total financial liabilities | 12 | 10 |
Carrying Value [Member] | Fuel Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative liability, Current | 4 | 6 |
Carrying Value [Member] | Interest Rate Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative liability, Noncurrent | $ 8 | $ 4 |
Fair Value Measurements (Sche91
Fair Value Measurements (Schedule Of Reconciliation Of The Beginning And Ending Fair Values Of Financial Instruments Valued Using Significant Unobservable Inputs (Level 3) On A Recurring Basis) (Details) - Fuel Swap Contract Assets (Liabilities) [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
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) | $ 1 |
Total gains (realized and unrealized): | ||
Included in earnings | (5) | (1) |
Included in accumulated other comprehensive income | 2 | (7) |
Settlements | 5 | 1 |
Balance at the end of the period | $ (4) | $ (6) |
Fair Value Measurements (Sche92
Fair Value Measurements (Schedule Of Level 3 Financial Instruments) (Details) - Fuel Swap Contract Assets (Liabilities) [Member] $ in Millions | Dec. 31, 2015USD ($)$ / gal | Dec. 31, 2014USD ($)$ / gal | Dec. 31, 2013USD ($) | |
Information relating to the significant unobservable inputs of Level 3 financial instruments | ||||
Fair value at the end of the period | $ | $ (4) | $ (6) | $ 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) | 1.91 | 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) | 2.55 | 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) | 2.22 | 2.39 | [1] | |
[1] | Forward prices per gallon were derived from third-party market data providers. A decrease in the forward price would result in a decrease in the fair value of the fuel swap contracts. |
Earnings Per Share (Narrative)
Earnings Per Share (Narrative) (Details) - shares | Jul. 01, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Number of shares of Common Stock offered | 41,285,000 | 80,711,763 | ||
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) | 300,000 | 100,000 | 1,400,000 |
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 | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Earnings Per Share [Abstract] | ||||
(Loss) Income from continuing operations | $ 162 | $ 43 | $ 42 | |
Weighted average common shares outstanding | 135 | 112.8 | 91.6 | |
Effect of dilutive securities: | ||||
RSUs | 0.2 | 0.1 | 0.1 | |
Stock options | [1] | 1.4 | 0.8 | 0.5 |
Weighted average common share outstanding-assuming dilution | 136.6 | 113.8 | 92.2 | |
Basic earnings per share from continuing operations (in dollars per share) | $ 1.20 | $ 0.38 | $ 0.46 | |
Diluted earnings per share from continuing operations (in dollars per share) | $ 1.19 | $ 0.38 | $ 0.46 | |
[1] | Options to purchase 0.3 million, 0.1 million, and 1.4 million shares for the years ended December 31, 2015, 2014 and 2013, 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. |
Schedule I Servicemaster Global
Schedule I Servicemaster Global Holdings, Inc. (Parent Company Only) (Condensed Statements of Income) (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Condensed Financial Statements, Captions [Line Items] | ||||
Revenue | $ 2,594 | $ 2,457 | $ 2,293 | |
Selling and administrative expenses | 666 | 669 | 691 | |
Consulting agreement termination fees | 21 | |||
Interest expense | 167 | 219 | 247 | |
Interest and net investment loss (income) | (9) | (7) | (8) | |
Loss on extinguishment of debt | 58 | 65 | ||
Income from Continuing Operations before Income Taxes | 270 | 84 | 86 | |
Benefit for income taxes | 107 | 40 | 43 | |
Income from Continuing Operations | 162 | 43 | 42 | |
Loss from discontinued operations, net of income taxes | [1] | (2) | (100) | (549) |
Net Income (Loss) | 160 | (57) | (507) | |
Total Comprehensive Income (Loss) | 147 | (70) | (507) | |
Parent Issuer [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Selling and administrative expenses | 1 | 1 | ||
Income from Continuing Operations before Income Taxes | (2) | (1) | ||
Benefit for income taxes | (1) | (1) | ||
Income from Continuing Operations | 1 | (1) | (1) | |
Equity in earnings of subsidiaries (net of tax) | 160 | (56) | (506) | |
Net Income (Loss) | 160 | (57) | (507) | |
Total Comprehensive Income (Loss) | $ 147 | $ (70) | $ (507) | |
[1] | During the years ended December 31, 2014 and 2013, the Company recorded pre-tax non-cash impairment charges of $139 million ($84 million, net of tax) and $673 million ($521 million, net of tax), respectively, associated with the goodwill and trade name at its former TruGreen business, which is reported in Loss from discontinued operations, net of income taxes in the consolidated statements of operations and comprehensive income (loss). |
Schedule I The Servicemaster 96
Schedule I The Servicemaster Company (Parent) Condensed Financial Information (Condensed Balance Sheets) (Details) - USD ($) $ in Millions | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ||||
Cash and cash equivalents | $ 296 | $ 389 | $ 484 | $ 418 |
Receivables | 487 | 441 | ||
Prepaid expenses and other assets | 54 | 44 | ||
Total Current Assets | 933 | 969 | ||
Other Assets: | ||||
Long-term marketable securities | 57 | 88 | ||
Other assets | 83 | 44 | ||
Total Assets | 5,098 | 5,028 | 5,141 | |
Current Liabilities: | ||||
Accounts payable | 110 | 84 | ||
Accrued liabilities: | ||||
Payroll and related expenses | 64 | 82 | ||
Self-insured claims and related expenses | 106 | 92 | ||
Accrued interest payable | 10 | 34 | ||
Other | 59 | 51 | ||
Liabilities of discontinued operations | 9 | |||
Current portion of long-term debt | 54 | 39 | ||
Total Current Liabilities | 955 | 905 | ||
Long-Term Debt | 2,698 | 2,987 | ||
Other Long-Term Liabilities: | ||||
Deferred taxes | 687 | 640 | ||
Other long-term obligations, primarily self-insured claims | 213 | 138 | ||
Total Other Long-Term Liabilities | 901 | 778 | ||
Total Shareholders' Equity | 545 | 359 | 23 | 535 |
Total Liabilities and Shareholders' Equity | 5,098 | 5,028 | ||
Parent Issuer [Member] | ||||
Current Assets: | ||||
Cash and cash equivalents | 14 | 21 | $ 8 | $ 6 |
Receivables | 1 | |||
Total Current Assets | 15 | 21 | ||
Other Assets: | ||||
Investments in and advances to subsidiaries | 552 | 362 | ||
Total Assets | 568 | 383 | ||
Accrued liabilities: | ||||
Payroll and related expenses | 1 | 2 | ||
Other | 22 | |||
Total Current Liabilities | 23 | 2 | ||
Other Long-Term Liabilities: | ||||
Deferred taxes | 22 | |||
Total Other Long-Term Liabilities | 22 | |||
Total Shareholders' Equity | 545 | 359 | ||
Total Liabilities and Shareholders' Equity | $ 568 | $ 383 |
Schedule I The Servicemaster 97
Schedule I The Servicemaster Company (Parent) Condensed Financial Information (Condensed Statements of Cash Flows) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Condensed Financial Statements, Captions [Line Items] | |||
Cash and Cash Equivalents at Beginning of Period | $ 389 | $ 484 | $ 418 |
Net Cash Provided from Operating Activities from Continuing Operations | 336 | 253 | 208 |
Cash Flows from Investing Activities from Continuing Operations: | |||
Notes receivable, financial investments and securities, net | 98 | 85 | 73 |
Net Cash Used for Investing Activities from Continuing Operations | (98) | (56) | (70) |
Cash Flows from Financing Activities from Continuing Operations: | |||
Borrowings of debt | 583 | 1,825 | 1 |
Payments of debt | (923) | (2,698) | (53) |
Discount paid on issuance of debt | (2) | (18) | (12) |
Debt issuance costs paid | (5) | (24) | (6) |
Contribution to TruGreen Holding Corporation | (35) | ||
Repurchase of common stock and RSU vesting | (6) | (16) | |
Issuance of common stock | 16 | 679 | 8 |
Net Cash Used for Financing Activities from Continuing Operations | (319) | (277) | (78) |
Cash (used for) provided from operating activities | (11) | (11) | 39 |
Net Cash (Used for) Provided from Discontinued Operations | (11) | (15) | 6 |
Cash (Decrease) Increase During the Period | (92) | (95) | 66 |
Cash and Cash Equivalents at End of Period | 296 | 389 | 484 |
Parent Issuer [Member] | |||
Condensed Financial Statements, Captions [Line Items] | |||
Cash and Cash Equivalents at Beginning of Period | 21 | 8 | 6 |
Net Cash Provided from Operating Activities from Continuing Operations | (3) | (3) | |
Cash Flows from Financing Activities from Continuing Operations: | |||
Borrowings of debt | 2 | 14 | |
Payments of debt | (16) | ||
Contribution (to Svm) from Holdings | (20) | (646) | |
Repurchase of common stock and RSU vesting | (6) | (16) | |
Issuance of common stock | 16 | 679 | 8 |
Net Cash Used for Financing Activities from Continuing Operations | (5) | 13 | 5 |
Cash (Decrease) Increase During the Period | (7) | 13 | 2 |
Cash and Cash Equivalents at End of Period | $ 14 | $ 21 | $ 8 |
Schedule I The Servicemaster 98
Schedule I The Servicemaster Company (Parent) Condensed Financial Information (Basis of Presentation) (Details) | Dec. 31, 2015 |
Parent Issuer [Member] | |
Basis of Presentation | |
Percentage by which the restricted net assets of Parent's consolidated subsidiaries exceeds Parent's consolidated net assets | 25.00% |
Schedule I The Servicemaster 99
Schedule I The Servicemaster Company (Parent) Condensed Financial Information (Long-Term Debt) (Details) - USD ($) | Dec. 31, 2015 | Aug. 17, 2015 | Apr. 01, 2015 | Feb. 17, 2015 | Dec. 31, 2014 | Jul. 16, 2014 | Jul. 01, 2014 | Apr. 19, 2013 |
Long-term debt [Line Items] | ||||||||
Less current portion | $ (54,000,000) | $ (39,000,000) | ||||||
Total long-term debt | $ 2,698,000,000 | 2,987,000,000 | ||||||
Parent Issuer [Member] | ||||||||
Long-term debt [Line Items] | ||||||||
Interest rate (as a percent) | 5.00% | |||||||
Maximum borrowing capacity | 14,000,000 | |||||||
Borrowings outstanding | $ 0 | 0 | $ 25,000,000 | |||||
Senior Secured Term Loan Facility Maturing In 2021 [Member] | ||||||||
Long-term debt [Line Items] | ||||||||
Long-term debt | $ 2,336,000,000 | 1,784,000,000 | ||||||
7% 2020 Notes [Member] | ||||||||
Long-term debt [Line Items] | ||||||||
Long-term debt | 481,000,000 | |||||||
Interest rate (as a percent) | 7.00% | |||||||
Repayment of principal amount | $ 488,000,000 | $ 263,000,000 | ||||||
8% 2020 Notes [Member] | ||||||||
Long-term debt [Line Items] | ||||||||
Long-term debt | 386,000,000 | |||||||
Interest rate (as a percent) | 8.00% | |||||||
Repayment of principal amount | $ 100,000,000 | $ 200,000,000 | $ 190,000,000 | $ 210,000,000 | ||||
Revolving Credit Facility Maturing In 2019 [Member] | ||||||||
Long-term debt [Line Items] | ||||||||
Maximum borrowing capacity | $ 300,000,000 | |||||||
7.10% Notes Maturing In 2018 [Member] | ||||||||
Long-term debt [Line Items] | ||||||||
Long-term debt | $ 75,000,000 | 73,000,000 | ||||||
Interest rate (as a percent) | 7.10% | |||||||
7.45% Notes Maturing In 2027 [Member] | ||||||||
Long-term debt [Line Items] | ||||||||
Long-term debt | $ 164,000,000 | 161,000,000 | ||||||
Interest rate (as a percent) | 7.45% | |||||||
7.25% Notes Maturing In 2038 [Member] | ||||||||
Long-term debt [Line Items] | ||||||||
Long-term debt | $ 65,000,000 | 64,000,000 | ||||||
Interest rate (as a percent) | 7.25% | |||||||
Other [Member] | ||||||||
Long-term debt [Line Items] | ||||||||
Long-term debt | $ 65,000,000 | $ 37,000,000 |
Schedule II Valuation And Qu100
Schedule II Valuation And Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Allowance For Doubtful Accounts, Accounts Receivable [Member] | ||||
Allowance for doubtful accounts | ||||
Balance at Beginning of Period | $ 22 | $ 22 | $ 20 | |
Additions Charged to Costs and Expenses | 35 | 34 | 36 | |
Deductions | [1] | 36 | 34 | 34 |
Balance at End of Period | 21 | 22 | 22 | |
Allowance For Doubtful Accounts, Notes Feceivable [Member] | ||||
Allowance for doubtful accounts | ||||
Balance at Beginning of Period | 3 | 4 | 3 | |
Additions Charged to Costs and Expenses | 1 | |||
Deductions | [1] | 1 | 1 | |
Balance at End of Period | 2 | 3 | 4 | |
Income Tax Valuation Allowance [Member] | ||||
Allowance for doubtful accounts | ||||
Balance at Beginning of Period | 7 | 7 | 6 | |
Additions Charged to Costs and Expenses | 1 | 1 | 2 | |
Deductions | [1] | 2 | 1 | |
Balance at End of Period | $ 7 | $ 7 | $ 7 | |
[1] | Deductions in the allowance for doubtful accounts for accounts and notes receivable reflect write-offs of uncollectible accounts. Deductions for the income tax valuation allowance in 2015, 2014 and 2013 are primarily attributable to the reduction of net operating loss carryforwards and other deferred tax assets related to the uncertainty of future taxable income in certain jurisdictions. |