Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 21, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | SERVICEMASTER GLOBAL HOLDINGS INC | |
Entity Central Index Key | 1,428,875 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 134,757,904 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Condensed Consolidated Statements of Operations and Comprehensive Income [Abstract] | |||||
Revenue | $ 758 | $ 706 | $ 2,113 | $ 1,993 | |
Cost of services rendered and products sold | 400 | 368 | 1,104 | 1,036 | |
Selling and administrative expenses | 185 | 178 | 546 | 512 | |
Amortization expense | 8 | 7 | 24 | 31 | |
401(k) Plan corrective contribution | 1 | ||||
Fumigation related matters (Note 3) | [1] | 1 | 92 | ||
Insurance reserve adjustment | [2] | 23 | |||
Impairment of software and other related costs | 1 | ||||
Restructuring charges | 8 | 2 | 13 | 4 | |
Gain on sale of Merry Maids branches | (3) | (2) | (5) | ||
Interest expense | 39 | 41 | 115 | 128 | |
Interest and net investment income | (1) | (5) | (8) | ||
Loss on extinguishment of debt | 31 | 58 | |||
Income from Continuing Operations before Income Taxes | 116 | 83 | 200 | 237 | |
Provision for income taxes | 46 | 32 | 76 | 91 | |
Income from Continuing Operations | 70 | 50 | 124 | 145 | |
Loss from discontinued operations, net of income taxes | (1) | (2) | |||
Net Income | 70 | 49 | 124 | 144 | |
Total Comprehensive Income | $ 71 | $ 42 | $ 126 | $ 130 | |
Weighted average common shares outstanding - Basic | 135.1 | 135.2 | 135.4 | 134.9 | |
Weighted-average common shares outstanding - Diluted | 137.1 | 136.8 | 137.5 | 136.5 | |
Basic Earnings Per Share: | |||||
Income from Continuing Operations (in dollars per share) | $ 0.52 | $ 0.37 | $ 0.92 | $ 1.08 | |
Loss from discontinued operations, net of income taxes (in dollars per share) | (0.01) | (0.01) | |||
Net Income (in dollars per share) | 0.52 | 0.37 | 0.91 | 1.07 | |
Diluted Earnings Per Share: | |||||
Income from Continuing Operations (in dollars per share) | 0.51 | 0.37 | 0.90 | 1.07 | |
Loss from discontinued operations, net of income taxes (in dollars per share) | (0.01) | (0.01) | |||
Net Income (in dollars per share) | $ 0.51 | $ 0.36 | $ 0.90 | $ 1.05 | |
[1] | Represents costs related to the fumigation related matters described in Note 3 to the condensed consolidated financial statements. We exclude these charges from Adjusted EBITDA because we believe they do not reflect our ongoing operations and because we believe doing so is useful to investors in aiding period-to-period comparability. | ||||
[2] | Represents an adjustment to the Company's accrued self-insured claims related to automobile, general liability and workers' compensation risks. The adjustment is based on the Company's detailed annual assessment of this actuarially determined accrual, which the Company completes in the second quarter of each year. This adjustment relates to coverage periods of 2015 and prior. We have excluded this discrete second quarter adjustment from Adjusted EBITDA because we believe it does not reflect our ongoing operations and because we believe doing so is useful to investors in aiding period-to-period comparability. Adjustments to accrued self-insured claims related to this insurance program of $2 million in the three months ended September 30, 2015 and $4 million and $6 million in the nine months ended September 30, 2016 and 2015, respectively, were recorded as charges in total Adjusted EBITDA. There were no similar adjustments recorded as charges in total Adjusted EBITDA in the three months ended September 30, 2016. |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Financial Position - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 230 | $ 296 |
Marketable securities | 26 | 24 |
Receivables, less allowances of $25 and $23, respectively | 576 | 487 |
Inventories | 38 | 40 |
Prepaid expenses and other assets | 102 | 54 |
Deferred customer acquisition costs | 34 | 32 |
Total Current Assets | 1,006 | 933 |
Other Assets: | ||
Property and equipment, net | 204 | 160 |
Goodwill | 2,216 | 2,129 |
Intangible assets, primarily trade names, service marks and trademarks, net | 1,700 | 1,704 |
Restricted cash | 95 | |
Notes receivable | 36 | 32 |
Long-term marketable securities | 14 | 57 |
Other assets | 47 | 83 |
Total Assets | 5,319 | 5,098 |
Current Liabilities: | ||
Accounts payable | 119 | 110 |
Accrued liabilities: | ||
Payroll and related expenses | 60 | 64 |
Self-insured claims and related expenses | 160 | 106 |
Accrued interest payable | 3 | 10 |
Other | 57 | 59 |
Deferred revenue | 608 | 552 |
Current portion of long-term debt | 64 | 54 |
Total Current Liabilities | 1,071 | 955 |
Long-Term Debt | 2,721 | 2,698 |
Other Long-Term Liabilities: | ||
Deferred taxes | 697 | 687 |
Other long-term obligations, primarily self-insured claims | 193 | 213 |
Total Other Long-Term Liabilities | 890 | 901 |
Commitments and Contingencies | ||
Shareholders' Equity: | ||
Common stock $0.01 par value (authorized 2,000,000,000 shares with 143,789,569 shares issued and 134,707,904 outstanding at September 30, 2016 and 143,170,897 shares issued and 135,511,176 outstanding at December 31, 2015) | 2 | 2 |
Additional paid-in capital | 2,264 | 2,245 |
Accumulated deficit | (1,436) | (1,560) |
Accumulated other comprehensive loss | (19) | (21) |
Less common stock held in treasury, at cost 9,081,665 shares at September 30, 2016 and 7,659,721 shares at December 31, 2015) | (174) | (122) |
Total Shareholders' Equity | 637 | 545 |
Total Liabilities and Shareholders' Equity | $ 5,319 | $ 5,098 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Financial Position (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Condensed Consolidated Statements of Financial Position [Abstract] | ||
Allowance for receivables (in dollars) | $ 25 | $ 23 |
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) | 143,789,569 | 143,170,897 |
Common stock, shares outstanding (in shares) | 134,707,904 | 135,511,176 |
Treasury stock (in shares) | 9,081,665 | 7,659,721 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | ||
Condensed Consolidated Statements of Cash Flows [Abstract] | |||
Cash and Cash Equivalents at Beginning of Period | $ 296 | $ 389 | |
Cash Flows from Operating Activities from Continuing Operations: | |||
Net Income | 124 | 144 | |
Adjustments to reconcile net income to net cash provided from operating activities: | |||
Loss from discontinued operations, net of income taxes | 2 | ||
Depreciation expense | 43 | 35 | |
Amortization expense | 24 | 31 | |
Amortization of debt issuance costs | 3 | 4 | |
401(k) Plan corrective contribution | 1 | ||
Fumigation related matters (Note 3) | [1] | 92 | |
Payments on fumigation related matters | (90) | ||
Insurance reserve adjustment | [2] | 23 | |
Impairment of software and other related costs | 1 | ||
Gain on sale of Merry Maids branches | (2) | (5) | |
Loss on extinguishment of debt | 58 | ||
Deferred income tax provision | 12 | 41 | |
Stock-based compensation expense | 10 | 8 | |
Gain on sales of marketable securities | (3) | (6) | |
Other | 5 | 6 | |
Change in working capital, net of acquisitions: | |||
Receivables | (81) | (77) | |
Inventories and other current assets | (9) | 3 | |
Accounts payable | 18 | 29 | |
Deferred revenue | 40 | 35 | |
Accrued liabilities | (5) | 5 | |
Accrued interest payable | (6) | (31) | |
Accrued restructuring charges | 6 | (2) | |
Current income taxes | 6 | 12 | |
Net Cash Provided from Operating Activities from Continuing Operations | 215 | 290 | |
Cash Flows from Investing Activities from Continuing Operations: | |||
Property additions | (45) | (30) | |
Sale of equipment and other assets | 7 | 9 | |
Business acquisitions, net of cash acquired | (86) | (31) | |
Increase in restricted cash | (95) | ||
Purchases of available-for-sale securities | (6) | (5) | |
Sales and maturities of available-for-sale securities | 48 | 30 | |
Origination of notes receivable | (78) | (77) | |
Collections on notes receivable | 73 | 69 | |
Other investments | (3) | ||
Net Cash Used for Investing Activities from Continuing Operations | (185) | (34) | |
Cash Flows from Financing Activities from Continuing Operations: | |||
Borrowings of debt | 578 | ||
Payments of debt | (50) | (911) | |
Discount paid on issuance of debt | (2) | ||
Debt issuance costs paid | (5) | ||
Call premium paid on retirement of debt | (49) | ||
Repurchase of common stock | (52) | ||
Issuance of common stock | 6 | 14 | |
Net Cash Used for Financing Activities from Continuing Operations | (97) | (375) | |
Cash Flows from Discontinued Operations: | |||
Cash used for operating activities | (9) | ||
Net Cash Used for Discontinued Operations | (9) | ||
Effect of Exchange Rate Changes on Cash | (1) | ||
Cash Decrease During the Period | (67) | (129) | |
Cash and Cash Equivalents at End of Period | $ 230 | $ 260 | |
[1] | Represents costs related to the fumigation related matters described in Note 3 to the condensed consolidated financial statements. We exclude these charges from Adjusted EBITDA because we believe they do not reflect our ongoing operations and because we believe doing so is useful to investors in aiding period-to-period comparability. | ||
[2] | Represents an adjustment to the Company's accrued self-insured claims related to automobile, general liability and workers' compensation risks. The adjustment is based on the Company's detailed annual assessment of this actuarially determined accrual, which the Company completes in the second quarter of each year. This adjustment relates to coverage periods of 2015 and prior. We have excluded this discrete second quarter adjustment from Adjusted EBITDA because we believe it does not reflect our ongoing operations and because we believe doing so is useful to investors in aiding period-to-period comparability. Adjustments to accrued self-insured claims related to this insurance program of $2 million in the three months ended September 30, 2015 and $4 million and $6 million in the nine months ended September 30, 2016 and 2015, respectively, were recorded as charges in total Adjusted EBITDA. There were no similar adjustments recorded as charges in total Adjusted EBITDA in the three months ended September 30, 2016. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | Note 1. Basis of Presentation ServiceMaster Global Holdings, Inc. and its majority-owned subsidiary partnerships, limited liability companies and corporations (collectively, “ServiceMaster,” the “ Company,” “we,” “us, and “our”) 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, on-site cabinet and wood 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. The unaudited condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The Company recommends that the quarterly unaudited condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 201 5 , as filed with the SEC (the “201 5 Form 10-K”). The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary for the fair presentation of the financial position, results of operations and cash flows for the interim periods presented. The results of operations for any interim period are not indicative of the results that might be achieved for a full year. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies The Company’s significant accounting policies are described in Note 2 to the audited consolidated financial statements included in the Company’s 2015 Form 10-K. Other than the addition below, there have been no material changes to the significant accounting policies for the three and nine months ended September 30, 2016. Restricted Cash Restricted cash consists of cash held in trust as collateral under the Company’s automobile, general liability and workers’ compensation insurance program. Newly Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 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. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which is the final standard on accounting for leases. While both lessees and lessors are affected by the new guidance, the effects on lessees are much more significant. The most significant change for lessees is the requirement under the new guidance to recognize right-of-use assets and lease liabilities for all leases not considered short-term leases. Entities are required to use a modified retrospective approach to adopt the guidance. The amendments in ASU 2016-02 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2016-02. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting” to require the recognition of the income tax effects of share-based awards in the income statement when the awards vest or are settled and the presentation of excess tax benefits as an operating activity on the statement of cash flows as part of the FASB’s simplification initiative. Under previous guidance, an entity generally recorded excess tax benefits and certain tax deficiencies in additional paid-in capital instead of through income tax expense or benefit in the income statement and presented excess tax benefits as a financing activity rather than an operating activity in the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. As allowed, the Company has elected to early adopt the amendments of ASU 2016-09. The adoption of ASU 2016-09 has been accounted for as a change in accounting principle prospectively for the income statement effect, as required, and retrospectively for the cash flow statement effect, as allowed. As a result of the implementation of ASU 2016-09, $12 million of excess tax benefits for the nine months ended September 30, 2015 were retrospectively presented as an operating activity within the condensed consolidated statements of cash flows. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments” to reduce the diversity in practice in how certain transactions are classified in the statement of cash flows. In particular, u nder previous guidance, debt prepayment or debt extinguishment costs paid by a borrower in connection with settling a debt financing arrangement before the maturity date were inconsistently classified in the statement of cash flows as either operating activities o r financing activities by borrowers. The Company has historically presented debt prepayment costs as cash outflows for operating activities. ASU 2016-15 requires that cash payments for debt prepayment or extinguishment costs be classified as cash outflows for financing activities. ASU 2016-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. As allowed, the Company has elected to early adopt the amendments of ASU 2016-15 and has applied the applicable amendments retrospectively as required. As a result of the implementation of ASU 2016-15, $49 million of call premium paid on retirement of debt for the nine months ended September 30, 2015 was retrospectively presented as a financing activity within the condensed consolidated statements of cash flows. ASU 2016-15 contains additional clarifications on the classification of certain transactions in the statement of cash flows, which the Company has applied prospectively, as applicable. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | Note 3 . Commitments and Contingencies The Company carries insurance policies on insurable risks at levels that it believes to be appropriate, including workers’ compensation, auto mobile 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 , exceed our coverage limits or are otherwise not covered by our insurance policies . In determining the Company’s accrual for self-insured claims, the Company uses historical claims experience to establish both the current year accrual and the underlying provision for future losses. This actuarially determined provision and related accrual include known claims, as well as incurred but not reported claims. The Company adjusts its estimate of accrued self-insured claims when required to reflect changes based on factors such as changes in health care costs, accident frequency and claim severity. A reconciliation of beginning and ending accrued self-insured claims, which are included in Accrued liabilities—Self-insured claims and related expenses and Other long-term obligations, primarily self-insured claims on the condensed consolidated statements of financial position, net of insurance recoverables, which are included in Prepaid expenses and other assets and Other assets on the condensed consolidated statements of financial position, is presented as follows: Accrued Self-insured (In millions) Claims, Net Balance as of December 31, 2015 $ 114 Provision for self-insured claims (1) 50 Cash payments (34) Balance as of September 30, 2016 $ 129 Balance as of December 31, 2014 $ 104 Provision for self-insured claims 28 Cash payments (22) Balance as of September 30, 2015 $ 110 ___________________________________ (1) Includes a charge of $23 million recorded in the nine months ended September 30, 2016 for an adjustment to the Company’s accrued self-insured claims related to automobile, general liability and workers’ compensation risks. The adjustment is based on the Company’s detailed annual assessment of this actuarially determined accrual, which the Company completes in the second quarter of each year. This adjustment relates to coverage periods of 2015 and prior. 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 2008, the Company amended its Profit Sharing and Retirement Plan, a tax qualified 401(k) defined contribution plan available to substantially all of its employees (the “401(k) Plan”), to implement a qualified automatic contribution arrangement (“QACA”) under the safe harbor provisions of the Internal Revenue Code of 1986, as amended (the “Code”). QACA plans, in general, require automatic enrollment of employees into the retirement plan absent an affirmative election that such employees 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 submitted to the Internal Revenue Service (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 $24 million to approximately $8 9 million. The Company has recorded in the condensed consolidated statement of operations and comprehensive income charges of $24 million, of which $1 million was recorded in the nine months ended September 30, 2016. However, there can be no assurances as to the ultimate cost of the correction. In addition to the matter discussed above and the fumigation related matters discussed below, 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 below, 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 . Fumigation Related Matters As previously disclosed, on July 21, 2016, Terminix International USVI, LLC (“TMX USVI”) and The Terminix International Company Limited Partnership (“TMX LP”), each an indirect, wholly-owned subsidiary of the Company, entered into a superseding Plea Agreement (the “Superseding Plea Agreement”) in connection with the investigation initiated by the United States Department of Justice Environmental Crimes Section (the “DOJ”) into allegations that a local Terminix branch used methyl bromide as a fumigant at a resort in St. John, U.S. Virgin Islands. The Superseding Plea Agreement was intended to resolve four misdemeanor charges of violations of the Federal Insecticide, Fungicide, and Rodenticide Act related to improper applications of methyl bromide. Those charges were set forth in an Information, dated March 29, 2016, in the matter styled United States of America v. The Terminix International Company Limited Partnership and Terminix International USVI, LLC. At a hearing held on August 25, 2016, the United States District Court of the U.S. Virgin Islands rejected the Superseding Plea Agreement. On August 31, 2016, the DOJ requested that the charges be dismissed, reserving its right to re-file the charges, in light of ongoing discussions to resolve the matter, and the court has granted that request. The Company continues to cooperate with the DOJ in an effort to resolve the matter in a manner consistent with the terms and conditions of the Superseding Plea Agreement. While the Superseding Plea Agreement, and any modifications thereto, would not bind any other federal, state or local authority, the EPA has stated that it does not intend to initiate any administrative enforcement action or refer the matter to the DOJ for any civil enforcement once an appropriate plea agreement is approved by the court. The Company has previously recorded in the condensed consolidated statement of operations and comprehensive income total charges of $10 million in connection with the terms of the Superseding Plea Agreement. The Superseding Plea Agreement and the payments contemplated thereunder would not resolve any civil or administrative claims for damages or other relief related to the U.S. Virgin Islands matter; however, the Company previously disclosed that it has formalized the terms of the settlement agreement, which includes customary releases and confidentiality provisions, and a civil court in Delaware has given the necessary approvals. Accordingly, the civil claims for all four members of the Delaware family are resolved. In the nine months ended September 30, 2016, the Company recorded within Fumigation related matters in the condensed consolidated statement of operations and comprehensive income a charge of $87 million in connection with the settlement agreement. In the nine months ended September 30, 2015, the Company recorded within Cost of services rendered and products sold in the condensed consolidated statement of operations and comprehensive income a charge of $3 million related to the civil claims related to the U.S. Virgin Islands matter, which is an amount equal to the Company’s insurance deductible under its general liability insurance policies. 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 additional civil, criminal or other claims or judicial, administrative or regulatory proceedings resulting from or related to the U.S. Virgin Islands matter, which could be material, is not currently known or reasonably estimable, and any such further penalties, fines, sanctions, costs or damages would not be covered under the Company’s general liability insurance policies. As previously disclosed, 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 . The lawsuit alleges that fumigation of a Florida family’s residence by Sunland, a subcontractor of TMX LP, resulted in serious injuries to one of the family’s children. The Company has recently formalized the terms of a settlement agreement, which includes customary releases and confidentiality provisions, and a civil court in Florida has given the necessary approvals. Accordingly, the civil claims of the affected family related to the Florida fumigation matter are now resolved, and the case has been dismissed. Under the terms of the settlement agreement, in addition to the amounts that the Company’s insurance carriers have agreed to pay to the family pursuant to our general liability insurance policies, the Company will pay $3 million, an amount equal to the Company’s insurance deductible under its general liability insurance policies. In the nine months ended September 30, 2016, the Company recorded within Cost of services rendered and products sold in the condensed consolidated statement of operations and comprehensive income a charge of $3 million in connection with civil claims related to the Florida fumigation matter . |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2016 | |
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 the thre e and nine months ended September 30, 2016 and 2015 . There were no accumulated impairment losses recorded as of September 30, 2016 . 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, 2015 $ 1,567 $ 381 $ 182 $ 2,129 Acquisitions 34 57 — 91 Disposals — — (6) (6) Impact of foreign exchange rates 1 — — 1 Balance as of September 30, 2016 $ 1,601 $ 439 $ 176 $ 2,216 The table below summarizes the other intangible asset balances for continuing operations: As of September 30, 2016 As of December 31, 2015 Accumulated Accumulated (In millions) Gross Amortization Net Gross Amortization Net Trade names (1) $ 1,608 $ — $ 1,608 $ 1,608 $ — $ 1,608 Customer relationships 582 (533) 50 571 (517) 53 Franchise agreements 88 (66) 22 88 (63) 25 Other 61 (40) 20 53 (36) 18 Total $ 2,339 $ (639) $ 1,700 $ 2,320 $ (616) $ 1,704 ___________________________________ (1) Not subject to amortization. For the existing intangible assets, the Company anticipates amortization expense for the remainder of 2016 and each of the next five years of $ 8 million, $ 23 million, $ 17 million, $12 million, $9 million and $6 million, respectively . |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Note 5 . Stock-Based Compensation For each of the three month periods ended September 30, 2016 and 2015 , the Company recognized stock-based compensation expense o f $3 million ( $2 million, net of tax) . For the nine months ended September 30, 2016 and 2015, the Company recognized stock-based compensation expense of $ 10 million ( $6 million, net of tax) and $ 8 million ( $ 5 million, net of tax), respectively. These charges are recorded within Selling and administrative expenses in the condensed consolidated statements of operations and comprehensive income. Additionally, for the three and nine months ended September 30, 2016, the Company recognized $3 million of stock-based compensation expense due to the modification of non-vested stock options and restricted stock units (“RSUs”) as part of the severance agreement with the former president of Terminix, which has been included in Restructuring charges in the condensed consolidated s tatements of operations and comprehensive i ncome . As of September 30, 2016 , there was $ 27 million of total unrecognized co mpensation costs related to non- vested stock options , RSUs and performance shares granted under the Amended and Restated ServiceMaster Global Holdings , Inc. Stock Incentive Plan (“MSIP”) and the Amended and Restated ServiceMaster Global Holdings, Inc. 2014 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) and discounts associated with the ServiceMaster Global Holdings, Inc. Employee Stock Purchase Plan (the “Employee Stock Purchase Plan”). These remaining costs are expected to be recognized over a weighted-average period of 2.32 years. |
Comprehensive Income
Comprehensive Income | 9 Months Ended |
Sep. 30, 2016 | |
Comprehensive Income [Abstract] | |
Comprehensive Income | N ote 6. Comprehensive Income Comprehensive income , 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 condensed consolidated statements of operations and comprehensive income. The following tables summarize the activity in accumulated other comprehensive income (loss), net of the related tax effects. Unrealized Gains (Losses) Unrealized on Available Foreign Losses on -for-Sale Currency (In millions) Derivatives Securities Translation Total Balance as of December 31, 2015 $ (7) $ 2 $ (15) $ (21) Other comprehensive (loss) income before reclassifications: Pre-tax amount (4) — 2 (2) Tax benefit (1) — — (1) After-tax amount (3) (1) 2 (2) Amounts reclassified from accumulated other comprehensive income (loss) (1) 5 (2) — 3 Net current period other comprehensive income (loss) 2 (3) 2 2 Balance as of September 30, 2016 $ (5) $ — $ (13) $ (19) Balance as of December 31, 2014 $ (6) $ 6 $ (8) $ (8) Other comprehensive loss before reclassifications: Pre-tax amount (14) — (6) (20) Tax benefit (5) — — (5) After-tax amount (9) — (6) (15) Amounts reclassified from accumulated other comprehensive income (loss) (1) 5 (4) — 1 Net current period other comprehensive loss (4) (4) (6) (14) Balance as of September 30, 2015 $ (10) $ 2 $ (14) $ (22) ___________________________________ (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) Three Months Ended Nine Months Ended Condensed Consolidated Statements of September 30, September 30, Operations and Comprehensive Income (In millions) 2016 2015 2016 2015 Location Losses on derivatives: Fuel swap contracts $ (1) $ (1) $ (3) $ (4) Cost of services rendered and products sold Interest rate swap contracts (2) (2) (5) (4) Interest expense Net losses on derivatives (2) (3) (8) (8) Impact of income taxes 1 1 3 3 Provision for income taxes Total reclassifications related to derivatives $ (2) $ (2) $ (5) $ (5) Gains on available-for-sale securities $ — $ — $ 3 $ 6 Interest and net investment income Impact of income taxes — — (1) (2) Provision for income taxes Total reclassifications related to securities $ — $ — $ 2 $ 4 Total reclassifications for the period $ (2) $ (2) $ (3) $ (1) |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Note 7 . Supplemental Cash Flow Information Supplemental information relating to the condensed consolidated statements of cash flows is presented in the following table: Nine Months Ended September 30, (In millions) 2016 2015 Cash paid for or (received from): Interest expense $ 112 $ 149 Interest and dividend income (2) (2) Income taxes, net of refunds 58 38 The Company acquired $ 50 million and $ 22 million of property and equipment through capital leases and other non-cash financing transactions in the nine months ended September 30, 2016 and 2015 , respectively, which have been excluded from the condensed consolidated statements of cash flows as non-cash investing and financing activities. In the nine months ended September 30, 2016 and 2015, the Company converted certain company-owned Merry Maids branches to franchises for a total purchase price of $9 million and $12 million, respectively. In the nine months ended September 30, 2016 and 2015, the Company received cash of $6 million and $9 million, respectively, and provided financing of $2 million and $3 million, respectively. These financed amounts have been excluded from the condensed consolidated statements of cash flows as non-cash investing activities. |
Cash and Marketable Securities
Cash and Marketable Securities | 9 Months Ended |
Sep. 30, 2016 | |
Cash and Marketable Securities [Abstract] | |
Cash and Marketable Securities | Note 8 . Cash and Marketable Securities Cash, money market funds and certificates of deposits with maturities of three months or less when purchased are included in Cash and cash equivalents on the condensed consolidated statements of financial position. As of September 30, 2016 and December 31, 2015 , the Company’s investments consisted primarily of treasury bills (“ 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 securities, September 30, 2016: Debt securities $ 26 $ — $ — $ 26 Equity securities 14 — — 14 Total securities $ 40 $ — $ — $ 40 Available-for-sale securities, December 31, 2015: Debt securities $ 60 $ 1 $ — $ 60 Equity securities 18 3 — 21 Total securities $ 78 $ 4 $ (1) $ 81 There were no unrealized losses which had been in a loss position for more than one year as of September 30, 2016 and December 31, 2015 . The aggregate fair value of the investments with unrealized losses was $ 11 million and $23 million as of September 30, 2016 and December 31, 2015 , 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 and gross realized gains resulting from sales of available-for-sale securities. There were no gross realized losses resulting from sales of available-for-sale securities or impairment charges due to other than temporary declines in the value of certain investments for the three and nine months ended September 30, 2016 and 2015 . Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2016 2015 2016 2015 Proceeds from sale of securities $ — $ 1 $ 42 $ 21 Gross realized gains, pre-tax — — 4 7 Gross realized gains, net of tax — — 2 4 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2016 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | Note 9 . Long-Term Debt Long-term debt is summarized in the following table: As of As of September 30, December 31, (In millions) 2016 2015 Senior secured term loan facility maturing in 2021 (1) (2) $ 2,323 $ 2,336 Revolving credit facility maturing in 2019 (1) — — 7.10% notes maturing in 2018 (3) 77 75 7.45% notes maturing in 2027 (3) 166 164 7.25% notes maturing in 2038 (3) 65 65 Vehicle capital leases (4) 83 47 Other 70 65 Less current portion (64) (54) Total long-term debt $ 2,721 $ 2,698 ___________________________________ (1) On July 1, 2014, the Company entered into a $1,825 million term loan facility maturing July 1, 2021 (the “Term Loan Facility”) and a $300 million revolving credit facility maturing July 1, 2019 (the “Revolving Credit Facility”) (together with the Term Loan Facility, the “Credit Faciliti es”). 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. See Refinancing of Indebtedness below for details of incremental term loans. (2) As of September 30, 2016 and December 31, 2015, presented net of $ 18 million and $21 million, respectively, in unamortized debt issuance costs and $ 14 million and $17 million, respectively, in unamortized original issue discount paid. (3) As of September 30, 2016 and December 31, 2015, collectively presented net of $ 49 million and $53 million, respectively, of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates shown above. (4) The Company has entered into a fleet management services agreement (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. Refinancing of Indebtedness On February 17, 2015, the Company redeemed $190 million in aggregate principal amount of its outstanding 8% senior notes due 2020 (the “8% 2020 Notes”) at a redemption price of 106.0% of the principal amount using available cash. In connection with the partial redemption, the Company recorded a loss on extinguishment of debt of $13 million in the first quarter of 2015, which included a pre-payment premium of $11 million and the write-off of $2 million of debt issuance costs. On April 1, 2015, the Company entered into a first amendment (the “First Term Loan Amendment”) which amends the agreement governing the Credit Facilities. The First Term Loan Amendment provides for incremental term loans (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 connection with the redemption, the Company recorded a loss on extinguishment of debt of $14 million in the second quarter of 2015, which included a pre-payment premium of $12 million and the write-off of $2 million of debt issuance costs. On August 17, 2015, the Company entered into a second amendment (the “Second Term Loan Amendment”) which amends the agreement governing the Credit Facilities. The Second Term Loan Amendment provides for incremental term loans (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% senior notes due 2020 (the “7% 2020 Notes”) (together with the 8% 2020 Notes, the “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 third quarter of 2015, which included a pre-payment premium of $25 million and the write-off of $6 million of debt issuance costs Interest Rate Swaps Interest rate swap agreements in effect as of September 30, 2016 are as follows: Trade Date Effective Date Expiration Date Notional Amount Fixed Rate (1) Floating Rate July 23, 2014 August 1, 2014 July 31, 2018 $300,000 1.786 % One month LIBOR July 23, 2014 March 1, 2015 July 31, 2018 $400,000 1.927 % One month LIBOR ___________________________________ (1) Before the application of the applicable borrowing margin. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2016 | |
Acquisitions [Abstract] | |
Acquisitions | Note 10 . 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 condensed consolidated financial statements since their dates of acquisition. The assets and liabilities of these businesses were recorded in the financial statements at their estimated fair values as of the acquisition dates. On June 27, 2016, the Company acquired OneGuard Home Warranties (“OneGuard”) for a total purchase price of $ 61 million. The Company recorded goodwill of $57 million and other intangibles, primarily customer relationships, of $15 million related to this acquisition. As of September 30, 2016, the purchase price allocation for this acquisition has not been finalized. 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 purchase price adjustments will be recorded during the measurement period in 2016. During the nine months ended September 30, 2016 , the Company completed several pest control and termite acquisitions. The total purchase price for these acquisitions was $ 43 m illion. The Company recorded goodwill of $ 34 million and other intangibles, primarily customer relationships, of $6 million related to these acquisitions. During the nine months ended September 30, 2015 , the Company completed several pest control and termite acquisitions. The total purchase price for these acquisitions was $ 37 million. The Company recorded goodwill of $ 26 million and other intangibles , primarily customer relationships, of $9 million related to these acquisitions. Supplemental cash flow information regarding the Company’s acquisitions is as follows: Nine Months Ended September 30, (In millions) 2016 2015 Assets acquired $ 123 $ 37 Liabilities assumed (19) — Net assets acquired $ 104 $ 37 Net cash paid $ 86 $ 31 Seller financed debt 18 6 Purchase price $ 104 $ 37 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Taxes [Abstract] | |
Income Taxes | N ote 11 . Income Taxes As of September 30, 2016 and December 31, 2015 , the Company had $ 18 million and $16 million, respectively, of tax benefits primarily reflected in state tax returns that have not been recognized for financial reporting purposes (“unrecognized tax benefits”). 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 required by Accounting Standard Codification (“ASC”) 740, “Income Taxes,” the Company computes interim period income taxes by applying an anticipated annual effective tax rate to the Company’s year-to-date income or loss from continuing operations before income taxes, except for significant unusual or infrequently occurring items. The Company’s estimated tax rate is adjusted each quarter in accordance with ASC 740. T he effective tax rate on income from continuing operations was 39.8 percent and 39.3 percent for the three months ended September 30, 2016 and 2015, respectively, and 37.9 percent and 38. 6 percent for the nine months ended September 30, 2016 and 2015, respectively. |
Business Segment Reporting
Business Segment Reporting | 9 Months Ended |
Sep. 30, 2016 | |
Business Segment Reporting [Abstract] | |
Business Segment Reporting | Note 12 . Business Segment Reporting The business of the Company is conducted through three reportable segments: Terminix, American Home Shield and Franchise Services Group. In accordance with accounting standards for segments, the Company’s reportable segments are strategic business units that offer different services. The Terminix segment provides termite and pest control services to residential and commercial customers and distributes pest control products. The American Home Shield segment provides home warranties for household systems and appliances. The Franchise Services Group segment provides residential and commercial disaster restoration, janitorial and cleaning services through franchises primarily under the ServiceMaster, ServiceMaster Restore and ServiceMaster Clean brand names, home cleaning services through franchises and Company-owned locations primarily under the Merry Maids brand name, on-site cabinet and 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), wh ich provide various technology, marketing , finance, legal and other support services to the reportabl e 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 the Company’s 2015 Form 10-K . 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 Co rporate . 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 before: unalloca ted corporate expenses; loss from discontinued operations, net of income taxes; provision for income taxes; loss on extinguishment of debt; interest expense; depreciation and amortization expense; 401(k) Plan corrective contribution; fumigation related matters; insurance reserve adjustment; non-cash stock-based compensation expense; restructuring charges; gain on sale of Merry Maids branches; non-cash impairment of software and other related costs; 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, restruct uring initiatives and equity-based, long-term incentive plans. Information for continuing operations for each reportable segment and Corporate is presented below: Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2016 2015 2016 2015 Revenue: Terminix $ 396 $ 372 $ 1,174 $ 1,103 American Home Shield 309 275 786 711 Franchise Services Group 51 58 151 178 Reportable Segment Revenue $ 757 $ 705 $ 2,111 $ 1,992 Corporate 1 1 2 2 Total Revenue $ 758 $ 706 $ 2,113 $ 1,993 Reportable Segment Adjusted EBITDA: (1) Terminix $ 92 $ 82 $ 299 $ 272 American Home Shield 79 74 170 174 Franchise Services Group 21 20 58 58 Reportable Segment Adjusted EBITDA $ 192 $ 176 $ 526 $ 504 ___________________________________ (1) Presented below is a reconciliation of Reportable Segment Adjusted EBITDA to Net Income: Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2016 2015 2016 2015 Reportable Segment Adjusted EBITDA: Terminix $ 92 $ 82 $ 299 $ 272 American Home Shield 79 74 170 174 Franchise Services Group 21 20 58 58 Reportable Segment Adjusted EBITDA $ 192 $ 176 $ 526 $ 504 Unallocated corporate expenses $ — $ (1) $ (3) $ (6) Depreciation and amortization expense (24) (18) (68) (66) 401(k) Plan corrective contribution — — (1) — Fumigation related matters (1) (1) — (92) — Insurance reserve adjustment (2) — — (23) — Non-cash stock-based compensation expense (3) (3) (10) (8) Restructuring charges (8) (2) (13) (4) Gain on sale of Merry Maids branches — 3 2 5 Non-cash impairment of software and other related costs — — (1) — Loss from discontinued operations, net of income taxes — (1) — (2) Provision for income taxes (46) (32) (76) (91) Loss on extinguishment of debt — (31) — (58) Interest expense (39) (41) (115) (128) Other non-operating expenses — — — (3) Net Income $ 70 $ 49 $ 124 $ 144 ___________________________________ (1) Represents costs related to the fumigation related matters described in Note 3 to the condensed consolidated financial statements. We exclude these charges from Adjusted EBITDA because we believe they do not reflect our ongoing operations and because we believe doing so is useful to investors in aiding period-to-period comparability. (2) Represents an adjustment to the Company’s accrued self-insured claims related to automobile, general liability and workers’ compensation risks. The adjustment is based on the Company’s detailed annual assessment of this actuarially determined accrual, which the Company completes in the second quarter of each year. This adjustment relates to coverage periods of 2015 and prior. We have excluded this discrete second quarter adjustment from Adjusted EBITDA because we believe it does not reflect our ongoing operations and because we believe doing so is useful to investors in aiding period-to-period comparability. Adjustments to accrued self-insured claims related to this insurance program of $ 2 million in the three months ended September 30, 2015 and $4 million and $6 million in the nine months ended September 30, 2016 and 2015, respectively, were recorded as charges in total Adjusted EBITDA. There were no similar adjustments recorded as charges in total Adjusted EBITDA in the three months ended September 30, 2016. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13 . Related Party Transactions TruGreen Spin-off In connection with the TruGreen spin-off on January 14, 2014, the Company entered into a transition services agreement with TruGreen Holding Corporation (“New TruGreen”) pursuant to which the Company provide d 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 were designed to allow the Company to fully recover the direct costs of providing the services, plus specified margins and any out-of-pocket costs and expenses. The services provided under the transition services agreement terminated at various specified times on or prior to January 14, 2016 (except certain information technology , human resources and accounts payable services, which the Company has continued 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 transition services agreement, the Company recorded $2 million and $ 6 million in the three months ended September 30, 2016 and 2015 , respectively, and $6 and $ 21 million in the nine months ended September 30, 2016 and 2015, respectively, of fees from New TruGreen, which is included as a reduction in Selling and administrative expenses in the condensed consolidated statement of operations and comprehensive income. As of September 30, 2016 , all amounts owed by New TruGreen under this agreement have been paid. In addition, the Company, New TruGreen and TruGreen Limited Partnership, an indirectly wholly-owned subsidiary of New TruGreen, 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 14. Fair Value Measurements The period-end carrying amounts of cash and cash equivalents, receivables, restricted cash, accounts payable and accrued liabilities approximate fair value because of the short maturity of these instruments. The period-end carrying amounts of long-term notes receivable approximate fair value as the effective interest rates for these instruments are comparable to period-end market rates. The period-end carrying amounts of short- and long-term marketable securities also approximate fair value, with unrealized gains and losses reported net of tax as a component of accumulated other comprehensive income (loss) on the condensed consolidated statements of financial position, or, for certain unrealized losses, reported in interest and net investment income in the condensed consolidated statements of operations and comprehensive income if the decline in value is other than temporary. The carrying amount of total debt was $2,785 million and $2,752 million and the estimated fair value was $2,90 3 million and $2,813 million as of September 30, 2016 and December 31, 2015, 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 September 30, 2016 and December 31, 2015. 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 nine month periods ended September 30, 2016 and 2015. 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 September 30, 2016: Financial Assets: Deferred compensation trust Long-term marketable securities $ 8 $ 8 $ — $ — Investments in marketable securities Marketable securities and Long-term marketable securities 32 32 — — Fuel swap contracts: Current Prepaid expenses and other assets 2 — — 2 Noncurrent Other assets 1 — — 1 Total financial assets $ 42 $ 40 $ — $ 2 Financial Liabilities: Fuel swap contracts Other accrued liabilities $ 1 $ — $ — $ 1 Interest rate swap contracts Other long-term liabilities 10 — 10 — Total financial liabilities $ 10 $ — $ 10 $ 1 As of December 31, 2015: Financial Assets: Deferred compensation trust 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 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 Gain (Loss) included in Earnings Balance as of December 31, 2015 $ (4) Total (losses) gains (realized and unrealized) Included in earnings (3) Cost of services rendered and products sold Included in other comprehensive income 5 Settlements 3 Balance as of September 30, 2016 $ 1 Balance as of December 31, 2014 $ (6) Total (losses) gains (realized and unrealized) Included in earnings (4) Cost of services rendered and products sold Included in other comprehensive income 1 Settlements 4 Balance as of September 30, 2015 $ (5) 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 September 30, 2016: Fuel swap contracts $ 1 Discounted Cash Flows Forward Unleaded Price per Gallon (1) $2.12 - $2.64 $ 2.36 As of December 31, 2015: Fuel swap contracts $ (4) Discounted Cash Flows Forward Unleaded Price per Gallon (1) $1.91 - $2.55 $ 2.22 ___________________________________ (1) Forward prices per gallon were derived from third-party market data providers. A decrease in the forward price would result in a decrease in the fair value of the fuel swap contracts. The Company uses derivative financial instruments to manage risks associated with changes in fuel prices and interest rates. The Company does not hold or issue derivative financial instruments for trading or speculative purposes. In designating its derivative financial instruments as hedging instruments under accounting standards for derivative instruments, the Company formally documents the relationship between the hedging instrument and the hedged item, as well as the risk management objective and strategy for the use of the hedging instrument. This documentation includes linking the derivatives to forecasted transactions. The Company assesses at the time a derivative contract is entered into, and at least quarterly thereafter, whether the derivative item is effective in offsetting the projected changes in cash flows of the associated forecasted transactions. All of the Company’s designated hedging instruments are classified as cash flow hedges. The Company has historically hedged a significant portion of its annual fuel consumption. The Company has also historically hedged the interest payments on a portion of its variable rate debt through the use of interest rate swap agreements. All of the Company’s fuel swap contracts and interest rate swap contracts are classified as cash flow hedges, and, as such, the hedging instruments are recorded on the condensed consolidated statements of financial position as either an asset or liability at fair value, with the effective portion of changes in the fair value attributable to the hedged risks recorded in accumulated other comprehensive income (loss). Any change in the fair value of the hedging instrument resulting from ineffectiveness, as defined by accounting standards, is recognized in current period earnings. Cash flows related to fuel and interest rate derivatives are classified as operating activities in the condensed consolidated statements of cash flows. Ineffective portions of derivative instruments designated in accordance with accounting standards as cash flow hedge relationships were insignificant during the nine months ended September 30, 2016. As of September 30, 2016, the Company had fuel swap contracts to pay fixed prices for fuel with an aggregate notional amount of $ 38 million, maturing through 2018. 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 September 30, 2016, the Company had posted $ 3 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 6 to the condensed 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 $3 million , net of tax, as of September 30, 2016. 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 | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 15 . 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 d ilutive effect of stock options, RSUs and performance shares are reflected in diluted net income per share by applying the treasury stock method. A reconciliation of the amounts included in the computation of basic earnings per share from continuing operations and diluted earnings per share from continuing operations is as follows: Three Months Ended Nine Months Ended September 30, September 30, (In millions, except per share data) 2016 2015 2016 2015 Income from continuing operations $ 70 $ 50 $ 124 $ 145 Weighted-average common shares outstanding 135.1 135.2 135.4 134.9 Effect of dilutive securities: RSUs 0.2 0.2 0.2 0.2 Stock options (1) 1.8 1.3 1.9 1.4 Weighted-average common shares outstanding—assuming dilution 137.1 136.8 137.5 136.5 Basic earnings per share from continuing operations $ 0.52 $ 0.37 $ 0.92 $ 1.08 Diluted earnings per share from continuing operations $ 0.51 $ 0.37 $ 0.90 $ 1.07 ___________________________________ (1) Options to purchase 0 .9 million and 0. 3 million shares for the three months ended September 30 , 2016 and 2015, respectively, and 0.9 million and 0. 3 million shares for the nine months ended September 30, 2016 and 2015, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive. |
Significant Accounting Polici21
Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2016 | |
Significant Accounting Policies [Abstract] | |
Restricted Cash | Restricted Cash Restricted cash consists of cash held in trust as collateral under the Company’s automobile, general liability and workers’ compensation insurance program. |
Newly Issued Accounting Standards | Newly Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 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. In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which is the final standard on accounting for leases. While both lessees and lessors are affected by the new guidance, the effects on lessees are much more significant. The most significant change for lessees is the requirement under the new guidance to recognize right-of-use assets and lease liabilities for all leases not considered short-term leases. Entities are required to use a modified retrospective approach to adopt the guidance. The amendments in ASU 2016-02 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. The Company is currently evaluating the impact of adopting ASU 2016-02. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting” to require the recognition of the income tax effects of share-based awards in the income statement when the awards vest or are settled and the presentation of excess tax benefits as an operating activity on the statement of cash flows as part of the FASB’s simplification initiative. Under previous guidance, an entity generally recorded excess tax benefits and certain tax deficiencies in additional paid-in capital instead of through income tax expense or benefit in the income statement and presented excess tax benefits as a financing activity rather than an operating activity in the statement of cash flows. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. As allowed, the Company has elected to early adopt the amendments of ASU 2016-09. The adoption of ASU 2016-09 has been accounted for as a change in accounting principle prospectively for the income statement effect, as required, and retrospectively for the cash flow statement effect, as allowed. As a result of the implementation of ASU 2016-09, $12 million of excess tax benefits for the nine months ended September 30, 2015 were retrospectively presented as an operating activity within the condensed consolidated statements of cash flows. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments” to reduce the diversity in practice in how certain transactions are classified in the statement of cash flows. In particular, u nder previous guidance, debt prepayment or debt extinguishment costs paid by a borrower in connection with settling a debt financing arrangement before the maturity date were inconsistently classified in the statement of cash flows as either operating activities o r financing activities by borrowers. The Company has historically presented debt prepayment costs as cash outflows for operating activities. ASU 2016-15 requires that cash payments for debt prepayment or extinguishment costs be classified as cash outflows for financing activities. ASU 2016-15 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. As allowed, the Company has elected to early adopt the amendments of ASU 2016-15 and has applied the applicable amendments retrospectively as required. As a result of the implementation of ASU 2016-15, $49 million of call premium paid on retirement of debt for the nine months ended September 30, 2015 was retrospectively presented as a financing activity within the condensed consolidated statements of cash flows. ASU 2016-15 contains additional clarifications on the classification of certain transactions in the statement of cash flows, which the Company has applied prospectively, as applicable. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2015 $ 114 Provision for self-insured claims (1) 50 Cash payments (34) Balance as of September 30, 2016 $ 129 Balance as of December 31, 2014 $ 104 Provision for self-insured claims 28 Cash payments (22) Balance as of September 30, 2015 $ 110 ___________________________________ (1) Includes a charge of $23 million recorded in the nine months ended September 30, 2016 for an adjustment to the Company’s accrued self-insured claims related to automobile, general liability and workers’ compensation risks. The adjustment is based on the Company’s detailed annual assessment of this actuarially determined accrual, which the Company completes in the second quarter of each year. This adjustment relates to coverage periods of 2015 and prior. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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, 2015 $ 1,567 $ 381 $ 182 $ 2,129 Acquisitions 34 57 — 91 Disposals — — (6) (6) Impact of foreign exchange rates 1 — — 1 Balance as of September 30, 2016 $ 1,601 $ 439 $ 176 $ 2,216 |
Schedule Of Other Intangible Asset Balances For Continuing Operations | As of September 30, 2016 As of December 31, 2015 Accumulated Accumulated (In millions) Gross Amortization Net Gross Amortization Net Trade names (1) $ 1,608 $ — $ 1,608 $ 1,608 $ — $ 1,608 Customer relationships 582 (533) 50 571 (517) 53 Franchise agreements 88 (66) 22 88 (63) 25 Other 61 (40) 20 53 (36) 18 Total $ 2,339 $ (639) $ 1,700 $ 2,320 $ (616) $ 1,704 ___________________________________ (1) Not subject to amortization. |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Comprehensive Income [Abstract] | |
Summary Of The Activity In Other Comprehensive Income (Loss), Net Of The Related Tax Effects | Unrealized Gains (Losses) Unrealized on Available Foreign Losses on -for-Sale Currency (In millions) Derivatives Securities Translation Total Balance as of December 31, 2015 $ (7) $ 2 $ (15) $ (21) Other comprehensive (loss) income before reclassifications: Pre-tax amount (4) — 2 (2) Tax benefit (1) — — (1) After-tax amount (3) (1) 2 (2) Amounts reclassified from accumulated other comprehensive income (loss) (1) 5 (2) — 3 Net current period other comprehensive income (loss) 2 (3) 2 2 Balance as of September 30, 2016 $ (5) $ — $ (13) $ (19) Balance as of December 31, 2014 $ (6) $ 6 $ (8) $ (8) Other comprehensive loss before reclassifications: Pre-tax amount (14) — (6) (20) Tax benefit (5) — — (5) After-tax amount (9) — (6) (15) Amounts reclassified from accumulated other comprehensive income (loss) (1) 5 (4) — 1 Net current period other comprehensive loss (4) (4) (6) (14) Balance as of September 30, 2015 $ (10) $ 2 $ (14) $ (22) ___________________________________ (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) Three Months Ended Nine Months Ended Condensed Consolidated Statements of September 30, September 30, Operations and Comprehensive Income (In millions) 2016 2015 2016 2015 Location Losses on derivatives: Fuel swap contracts $ (1) $ (1) $ (3) $ (4) Cost of services rendered and products sold Interest rate swap contracts (2) (2) (5) (4) Interest expense Net losses on derivatives (2) (3) (8) (8) Impact of income taxes 1 1 3 3 Provision for income taxes Total reclassifications related to derivatives $ (2) $ (2) $ (5) $ (5) Gains on available-for-sale securities $ — $ — $ 3 $ 6 Interest and net investment income Impact of income taxes — — (1) (2) Provision for income taxes Total reclassifications related to securities $ — $ — $ 2 $ 4 Total reclassifications for the period $ (2) $ (2) $ (3) $ (1) |
Supplemental Cash Flow Inform25
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule Of Supplemental Information Relating To The Unaudited Condensed Consolidated Statements Of Cash Flows | Nine Months Ended September 30, (In millions) 2016 2015 Cash paid for or (received from): Interest expense $ 112 $ 149 Interest and dividend income (2) (2) Income taxes, net of refunds 58 38 |
Cash and Marketable Securities
Cash and Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 securities, September 30, 2016: Debt securities $ 26 $ — $ — $ 26 Equity securities 14 — — 14 Total securities $ 40 $ — $ — $ 40 Available-for-sale securities, December 31, 2015: Debt securities $ 60 $ 1 $ — $ 60 Equity securities 18 3 — 21 Total securities $ 78 $ 4 $ (1) $ 81 |
Schedule Of Proceeds And Gross Realized Gains Resulting From Sales Of Available-For-Sale Securities And Gross Realized Losses Or Impairment Charges Due To Other Than Temporary Declines In The Value Of Certain Investments | Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2016 2015 2016 2015 Proceeds from sale of securities $ — $ 1 $ 42 $ 21 Gross realized gains, pre-tax — — 4 7 Gross realized gains, net of tax — — 2 4 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Long-Term Debt [Abstract] | |
Schedule Of Long-Term Debt | As of As of September 30, December 31, (In millions) 2016 2015 Senior secured term loan facility maturing in 2021 (1) (2) $ 2,323 $ 2,336 Revolving credit facility maturing in 2019 (1) — — 7.10% notes maturing in 2018 (3) 77 75 7.45% notes maturing in 2027 (3) 166 164 7.25% notes maturing in 2038 (3) 65 65 Vehicle capital leases (4) 83 47 Other 70 65 Less current portion (64) (54) Total long-term debt $ 2,721 $ 2,698 ___________________________________ (1) On July 1, 2014, the Company entered into a $1,825 million term loan facility maturing July 1, 2021 (the “Term Loan Facility”) and a $300 million revolving credit facility maturing July 1, 2019 (the “Revolving Credit Facility”) (together with the Term Loan Facility, the “Credit Faciliti es”). 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. See Refinancing of Indebtedness below for details of incremental term loans. (2) As of September 30, 2016 and December 31, 2015, presented net of $ 18 million and $21 million, respectively, in unamortized debt issuance costs and $ 14 million and $17 million, respectively, in unamortized original issue discount paid. (3) As of September 30, 2016 and December 31, 2015, collectively presented net of $ 49 million and $53 million, respectively, of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates shown above. (4) The Company has entered into a fleet management services agreement (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 | Trade Date Effective Date Expiration Date Notional Amount Fixed Rate (1) Floating Rate July 23, 2014 August 1, 2014 July 31, 2018 $300,000 1.786 % One month LIBOR July 23, 2014 March 1, 2015 July 31, 2018 $400,000 1.927 % One month LIBOR ___________________________________ (1) Before the application of the applicable borrowing margin. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Acquisitions [Abstract] | |
Schedule Of Supplemental Cash Flow Information Regarding Acquisitions | Nine Months Ended September 30, (In millions) 2016 2015 Assets acquired $ 123 $ 37 Liabilities assumed (19) — Net assets acquired $ 104 $ 37 Net cash paid $ 86 $ 31 Seller financed debt 18 6 Purchase price $ 104 $ 37 |
Business Segment Reporting (Tab
Business Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Segment Reporting [Abstract] | |
Schedule Of Information For Continuing Operations For Each Reportable Segment And Other Operations And Headquarters | Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2016 2015 2016 2015 Revenue: Terminix $ 396 $ 372 $ 1,174 $ 1,103 American Home Shield 309 275 786 711 Franchise Services Group 51 58 151 178 Reportable Segment Revenue $ 757 $ 705 $ 2,111 $ 1,992 Corporate 1 1 2 2 Total Revenue $ 758 $ 706 $ 2,113 $ 1,993 Reportable Segment Adjusted EBITDA: (1) Terminix $ 92 $ 82 $ 299 $ 272 American Home Shield 79 74 170 174 Franchise Services Group 21 20 58 58 Reportable Segment Adjusted EBITDA $ 192 $ 176 $ 526 $ 504 ___________________________________ (1) Presented below is a reconciliation of Reportable Segment Adjusted EBITDA to Net Income: |
Schedule Of Reconciliation Of Reportable Segment Adjusted EBITDA To Net Income (Loss) | Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2016 2015 2016 2015 Reportable Segment Adjusted EBITDA: Terminix $ 92 $ 82 $ 299 $ 272 American Home Shield 79 74 170 174 Franchise Services Group 21 20 58 58 Reportable Segment Adjusted EBITDA $ 192 $ 176 $ 526 $ 504 Unallocated corporate expenses $ — $ (1) $ (3) $ (6) Depreciation and amortization expense (24) (18) (68) (66) 401(k) Plan corrective contribution — — (1) — Fumigation related matters (1) (1) — (92) — Insurance reserve adjustment (2) — — (23) — Non-cash stock-based compensation expense (3) (3) (10) (8) Restructuring charges (8) (2) (13) (4) Gain on sale of Merry Maids branches — 3 2 5 Non-cash impairment of software and other related costs — — (1) — Loss from discontinued operations, net of income taxes — (1) — (2) Provision for income taxes (46) (32) (76) (91) Loss on extinguishment of debt — (31) — (58) Interest expense (39) (41) (115) (128) Other non-operating expenses — — — (3) Net Income $ 70 $ 49 $ 124 $ 144 ___________________________________ (1) Represents costs related to the fumigation related matters described in Note 3 to the condensed consolidated financial statements. We exclude these charges from Adjusted EBITDA because we believe they do not reflect our ongoing operations and because we believe doing so is useful to investors in aiding period-to-period comparability. (2) Represents an adjustment to the Company’s accrued self-insured claims related to automobile, general liability and workers’ compensation risks. The adjustment is based on the Company’s detailed annual assessment of this actuarially determined accrual, which the Company completes in the second quarter of each year. This adjustment relates to coverage periods of 2015 and prior. We have excluded this discrete second quarter adjustment from Adjusted EBITDA because we believe it does not reflect our ongoing operations and because we believe doing so is useful to investors in aiding period-to-period comparability. Adjustments to accrued self-insured claims related to this insurance program of $ 2 million in the three months ended September 30, 2015 and $4 million and $6 million in the nine months ended September 30, 2016 and 2015, respectively, were recorded as charges in total Adjusted EBITDA. There were no similar adjustments recorded as charges in total Adjusted EBITDA in the three months ended September 30, 2016. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
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 September 30, 2016: Financial Assets: Deferred compensation trust Long-term marketable securities $ 8 $ 8 $ — $ — Investments in marketable securities Marketable securities and Long-term marketable securities 32 32 — — Fuel swap contracts: Current Prepaid expenses and other assets 2 — — 2 Noncurrent Other assets 1 — — 1 Total financial assets $ 42 $ 40 $ — $ 2 Financial Liabilities: Fuel swap contracts Other accrued liabilities $ 1 $ — $ — $ 1 Interest rate swap contracts Other long-term liabilities 10 — 10 — Total financial liabilities $ 10 $ — $ 10 $ 1 As of December 31, 2015: Financial Assets: Deferred compensation trust 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 |
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 Gain (Loss) included in Earnings Balance as of December 31, 2015 $ (4) Total (losses) gains (realized and unrealized) Included in earnings (3) Cost of services rendered and products sold Included in other comprehensive income 5 Settlements 3 Balance as of September 30, 2016 $ 1 Balance as of December 31, 2014 $ (6) Total (losses) gains (realized and unrealized) Included in earnings (4) Cost of services rendered and products sold Included in other comprehensive income 1 Settlements 4 Balance as of September 30, 2015 $ (5) |
Schedule Of Level 3 Financial Instruments | Fair Value Valuation Weighted (in millions) Technique Unobservable Input Range Average As of September 30, 2016: Fuel swap contracts $ 1 Discounted Cash Flows Forward Unleaded Price per Gallon (1) $2.12 - $2.64 $ 2.36 As of December 31, 2015: Fuel swap contracts $ (4) Discounted Cash Flows Forward Unleaded Price per Gallon (1) $1.91 - $2.55 $ 2.22 ___________________________________ (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) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule Of Reconciliation Of The Amounts Included In The Computation Of Basic Earnings Per Share From Continuing Operations And Diluted Earnings Per Share From Continuing Operations | Three Months Ended Nine Months Ended September 30, September 30, (In millions, except per share data) 2016 2015 2016 2015 Income from continuing operations $ 70 $ 50 $ 124 $ 145 Weighted-average common shares outstanding 135.1 135.2 135.4 134.9 Effect of dilutive securities: RSUs 0.2 0.2 0.2 0.2 Stock options (1) 1.8 1.3 1.9 1.4 Weighted-average common shares outstanding—assuming dilution 137.1 136.8 137.5 136.5 Basic earnings per share from continuing operations $ 0.52 $ 0.37 $ 0.92 $ 1.08 Diluted earnings per share from continuing operations $ 0.51 $ 0.37 $ 0.90 $ 1.07 ___________________________________ (1) Options to purchase 0 .9 million and 0. 3 million shares for the three months ended September 30 , 2016 and 2015, respectively, and 0.9 million and 0. 3 million shares for the nine months ended September 30, 2016 and 2015, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive. |
Significant Accounting Polici32
Significant Accounting Policies (Narrative) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Significant Accounting Policies [Abstract] | |
Excess Tax Benefit from Share-based Compensation, Operating Activities | $ 12 |
Call premium paid on retirement of debt | $ (49) |
Commitments and Contingencies33
Commitments and Contingencies (Narrative) (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2016USD ($)item | Sep. 30, 2015USD ($) | ||
Loss Contingencies [Line Items] | ||||
Number of misdemeanor charges | item | 4 | |||
Gain (Loss) Related to Litigation Settlement | [1] | $ (1) | $ (92) | |
401(k) Plan corrective contribution | 1 | |||
Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
401(k) Plan corrective contribution | 89 | |||
Minimum [Member] | ||||
Loss Contingencies [Line Items] | ||||
401(k) Plan corrective contribution | 24 | |||
U.S. Virgin Islands Matter [Member] | ||||
Loss Contingencies [Line Items] | ||||
Net charge related to unasserted civil claims | $ 3 | |||
Gain (Loss) Related to Litigation Settlement | 87 | |||
Florida Fumigation Matter [Member] | ||||
Loss Contingencies [Line Items] | ||||
Net charge related to unasserted civil claims | 3 | |||
Litigation Settlement, Amount | 3 | |||
TMX USVI and TMX LP [Member] | Superseding Plea Agreement [Member] | ||||
Loss Contingencies [Line Items] | ||||
Gain (Loss) Related to Litigation Settlement | $ 10 | |||
[1] | Represents costs related to the fumigation related matters described in Note 3 to the condensed consolidated financial statements. We exclude these charges from Adjusted EBITDA because we believe they do not reflect our ongoing operations and because we believe doing so is useful to investors in aiding period-to-period comparability. |
Commitments and Contingencies34
Commitments and Contingencies (Schedule Of Reconciliation Of Beginning And Ending Accrued Self-Insured Claims) (Details) - USD ($) $ in Millions | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | |||
Commitments and Contingencies [Line Items] | ||||
Increase (Decrease) in Self Insurance Reserve | [1] | $ 23 | ||
Accrued Self-Insured Claims, Net [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Balance at the beginning of the period | 114 | $ 104 | ||
Provision for self-insured claims | 50 | [2] | 28 | |
Cash payments | (34) | (22) | ||
Balance at the end of the period | $ 129 | $ 110 | ||
[1] | Represents an adjustment to the Company's accrued self-insured claims related to automobile, general liability and workers' compensation risks. The adjustment is based on the Company's detailed annual assessment of this actuarially determined accrual, which the Company completes in the second quarter of each year. This adjustment relates to coverage periods of 2015 and prior. We have excluded this discrete second quarter adjustment from Adjusted EBITDA because we believe it does not reflect our ongoing operations and because we believe doing so is useful to investors in aiding period-to-period comparability. Adjustments to accrued self-insured claims related to this insurance program of $2 million in the three months ended September 30, 2015 and $4 million and $6 million in the nine months ended September 30, 2016 and 2015, respectively, were recorded as charges in total Adjusted EBITDA. There were no similar adjustments recorded as charges in total Adjusted EBITDA in the three months ended September 30, 2016. | |||
[2] | Includes a charge of $23 million recorded in the nine months ended September 30, 2016 for an adjustment to the Company's accrued self-insured claims related to automobile, general liability and workers' compensation risks. The adjustment is based on the Company's detailed annual assessment of this actuarially determined accrual, which the Company completes in the second quarter of each year. This adjustment relates to coverage periods of 2015 and prior. |
Goodwill and Intangible Asset35
Goodwill and Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Accumulated impairment losses recorded in continuing operations | $ 0 | $ 0 | ||
Amortization expense, for the remainder of 2016 | 8 | 8 | ||
Amortization expense, 2017 | 23 | 23 | ||
Amortization expense, 2018 | 17 | 17 | ||
Amortization expense, 2019 | 12 | 12 | ||
Amortization expense, 2020 | 9 | 9 | ||
Amortization expense, Thereafter | 6 | 6 | ||
Trade Names [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Goodwill and trade name impairment | $ 0 | $ 0 | $ 0 | $ 0 |
Goodwill and Intangible Asset36
Goodwill and Intangible Assets (Schedule Of Goodwill Balances For Continuing Operations By Reportable Segment And For Other Operations And Headquarters) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Goodwill balances by segment for continuing operations | |
Balance at the beginning of the period | $ 2,129 |
Acquisitions | 91 |
Disposals | (6) |
Impact of foreign exchange rates | 1 |
Balance at the end of the period | 2,216 |
Terminix [Member] | |
Goodwill balances by segment for continuing operations | |
Balance at the beginning of the period | 1,567 |
Acquisitions | 34 |
Impact of foreign exchange rates | 1 |
Balance at the end of the period | 1,601 |
American Home Shield [Member] | |
Goodwill balances by segment for continuing operations | |
Balance at the beginning of the period | 381 |
Acquisitions | 57 |
Balance at the end of the period | 439 |
Franchise Services Group [Member] | |
Goodwill balances by segment for continuing operations | |
Balance at the beginning of the period | 182 |
Disposals | (6) |
Balance at the end of the period | $ 176 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets (Schedule Of Other Intangible Asset Balances For Continuing Operations) (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 | |
Finite Lived and Indefinite Lived Intangible Assets by Major Class [Line Items] | |||
Intangible Assets Gross, Excluding Goodwill | $ 2,339 | $ 2,320 | |
Accumulated Amortization | (639) | (616) | |
Intangible Assets Net, Excluding Goodwill | 1,700 | 1,704 | |
Customer Relationships [Member] | |||
Finite Lived and Indefinite Lived Intangible Assets by Major Class [Line Items] | |||
Intangible Assets Gross, Excluding Goodwill | 582 | 571 | |
Accumulated Amortization | (533) | (517) | |
Intangible Assets Net, Excluding Goodwill | 50 | 53 | |
Franchise Agreements [Member] | |||
Finite Lived and Indefinite Lived Intangible Assets by Major Class [Line Items] | |||
Intangible Assets Gross, Excluding Goodwill | 88 | 88 | |
Accumulated Amortization | (66) | (63) | |
Intangible Assets Net, Excluding Goodwill | 22 | 25 | |
Other [Member] | |||
Finite Lived and Indefinite Lived Intangible Assets by Major Class [Line Items] | |||
Intangible Assets Gross, Excluding Goodwill | 61 | 53 | |
Accumulated Amortization | (40) | (36) | |
Intangible Assets Net, Excluding Goodwill | 20 | 18 | |
Trade Names [Member] | |||
Finite Lived and Indefinite Lived Intangible Assets by Major Class [Line Items] | |||
Intangible Assets Gross, Excluding Goodwill | [1] | 1,608 | 1,608 |
Intangible Assets Net, Excluding Goodwill | [1] | $ 1,608 | $ 1,608 |
[1] | Not subject to amortization. |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Stock-Based Compensation [Line Items] | ||||
Stock-based compensation expense | $ 3 | $ 3 | $ 10 | $ 8 |
Stock-based compensation expense, net of tax | 2 | $ 2 | 6 | $ 5 |
Total unrecognized compensation costs related to non-vested stock options and restricted share units | 27 | $ 27 | ||
Weighted-average period of recognition of stock-based compensation cost | 2 years 3 months 26 days | |||
Non-vested Stock Options And Restricted Stock Units ("RSUs") [Member] | ||||
Stock-Based Compensation [Line Items] | ||||
Stock-based compensation expense | $ 3 | $ 3 |
Comprehensive Income (Summary O
Comprehensive Income (Summary Of The Activity In Other Comprehensive Income (Loss), Net Of The Related Tax Effects) (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance at the beginning of period | $ (21) | $ (8) | |
Other comprehensive (loss) income before reclassifications: | |||
Pre-tax amount | (2) | (20) | |
Tax benefit | (1) | (5) | |
After-tax amount | (2) | (15) | |
Amounts reclassified from accumulated other comprehensive income (loss) | [1] | 3 | 1 |
Net current-period other comprehensive income (loss) | 2 | (14) | |
Balance at the end of period | (19) | (22) | |
Unrealized Losses on Derivatives [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance at the beginning of period | (7) | (6) | |
Other comprehensive (loss) income before reclassifications: | |||
Pre-tax amount | (4) | (14) | |
Tax benefit | (1) | (5) | |
After-tax amount | (3) | (9) | |
Amounts reclassified from accumulated other comprehensive income (loss) | [1] | 5 | 5 |
Net current-period other comprehensive income (loss) | 2 | (4) | |
Balance at the end of period | (5) | (10) | |
Unrealized Gains (Losses) on Available-for-Sale Securities [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance at the beginning of period | 2 | 6 | |
Other comprehensive (loss) income before reclassifications: | |||
After-tax amount | (1) | ||
Amounts reclassified from accumulated other comprehensive income (loss) | [1] | (2) | (4) |
Net current-period other comprehensive income (loss) | (3) | (4) | |
Balance at the end of period | 2 | ||
Foreign Currency Translation [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Balance at the beginning of period | (15) | (8) | |
Other comprehensive (loss) income before reclassifications: | |||
Pre-tax amount | 2 | (6) | |
After-tax amount | 2 | (6) | |
Net current-period other comprehensive income (loss) | 2 | (6) | |
Balance at the end of period | $ (13) | $ (14) | |
[1] | Amounts are net of tax. See reclassifications out of accumulated other comprehensive income (loss) below for further details. |
Comprehensive Income (Schedule
Comprehensive Income (Schedule Of Reclassifications Out Of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Cost of services rendered and products sold | $ 400 | $ 368 | $ 1,104 | $ 1,036 |
Interest expense | 39 | 41 | 115 | 128 |
Interest and net investment income | (1) | (5) | (8) | |
Provision for income taxes | 46 | 32 | 76 | 91 |
Total reclassifications for the period | (70) | (49) | (124) | (144) |
Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Total reclassifications for the period | (2) | (2) | (3) | (1) |
Unrealized Losses on Derivatives [Member] | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Net losses on derivatives | (2) | (3) | (8) | (8) |
Provision for income taxes | 1 | 1 | 3 | 3 |
Total reclassifications for the period | (2) | (2) | (5) | (5) |
Unrealized Losses on Derivatives [Member] | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) [Member] | Fuel Swap Contracts [Member] | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Cost of services rendered and products sold | (1) | (1) | (3) | (4) |
Unrealized Losses 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 | $ (2) | (2) | (5) | (4) |
Unrealized Gains (Losses) 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 | 3 | 6 | ||
Provision for income taxes | (1) | (2) | ||
Total reclassifications for the period | $ 2 | $ 4 |
Supplemental Cash Flow Inform41
Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash paid for or (received from): | ||
Interest expense | $ 112 | $ 149 |
Interest and dividend income | (2) | (2) |
Income taxes, net of refunds | 58 | 38 |
Capital lease and other non-cash financing transactions | 50 | 22 |
Cash received for franchise | 7 | 9 |
Merry Maids [Member] | ||
Cash paid for or (received from): | ||
Total purchase price for conversion of certain company-owned Merry Maids branches to franchises | 9 | 12 |
Cash received for franchise | 6 | 9 |
Financing provided for franchise | $ 2 | $ 3 |
Cash and Marketable Securitie42
Cash and Marketable Securities (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Cash and Marketable Securities [Abstract] | |||||
Portion of unrealized losses in loss position for more than one year | $ 0 | $ 0 | $ 0 | ||
Aggregate fair value of investments with unrealized losses | 11 | 11 | $ 23 | ||
Gross realized losses or impairment charges due to other than temporary declines in the value of certain investments | $ 0 | $ 0 | $ 0 | $ 0 |
Cash and Marketable Securitie43
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 | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost of securities | $ 40 | $ 78 |
Gross unrealized gains of securities | 4 | |
Gross unrealized losses of securities | (1) | |
Fair value of securities | 40 | 81 |
Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost of debt securities | 26 | 60 |
Gross unrealized gains on debt securities | 1 | |
Fair value of debt securities | 26 | 60 |
Equity Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized cost of equity securities | 14 | 18 |
Gross unrealized gains of equity securities | 3 | |
Fair value of equity securities | $ 14 | $ 21 |
Cash and Marketable Securitie44
Cash and Marketable Securities (Schedule Of Proceeds And Gross Realized Gains Resulting From Sales Of Available-For-Sale Securities And Gross Realized Losses)(Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Cash and Marketable Securities [Abstract] | |||
Proceeds from sale of securities | $ 1 | $ 42 | $ 21 |
Gross realized gains, pre-tax | 4 | 7 | |
Gross realized gains, net of tax | $ 2 | $ 4 |
Long-Term Debt (Refinancing of
Long-Term Debt (Refinancing of Indebtedness Narrative) (Details) - USD ($) | Apr. 01, 2016 | Aug. 17, 2015 | Feb. 17, 2015 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Apr. 01, 2015 | Jul. 01, 2014 |
Debt Instrument [Line Items] | ||||||||
Loss on extinguishment of debt | $ 31,000,000 | $ 58,000,000 | ||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowings | $ 300,000,000 | |||||||
8% 2020 Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayment of principal amount | $ 190,000,000 | $ 200,000,000 | ||||||
Loss on extinguishment of debt | $ 13,000,000 | |||||||
Pre-payment premium | 11,000,000 | |||||||
Write-off of debt issuance costs | $ 2,000,000 | |||||||
Redemption percentage | 106.00% | 106.00% | ||||||
7% 2020 Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayment of principal amount | $ 488,000,000 | |||||||
Loss on extinguishment of debt | 31,000,000 | |||||||
Pre-payment premium | 25,000,000 | |||||||
Write-off of debt issuance costs | 6,000,000 | |||||||
Redemption percentage | 105.25% | |||||||
Term Loan Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face amount of debt instrument | $ 1,825,000,000 | |||||||
Incremental Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Loss on extinguishment of debt | 14,000,000 | |||||||
Pre-payment premium | 12,000,000 | |||||||
Write-off of debt issuance costs | $ 2,000,000 | |||||||
Face amount of debt instrument | $ 400,000,000 | $ 175,000,000 |
Long-Term Debt (Schedule Of Lon
Long-Term Debt (Schedule Of Long-Term Debt) (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2015 | ||
Long-term debt [Line Items] | |||
Less current portion | $ (64) | $ (54) | |
Total long-term debt | 2,721 | 2,698 | |
Vehicle Capital Leases [Member] | |||
Long-term debt [Line Items] | |||
Vehicle capital leases | [1] | $ 83 | 47 |
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],[3] | $ 2,323 | 2,336 |
Unamortized debt issuance costs | 18 | 21 | |
Unamortized original issue discount | 14 | 17 | |
Revolving Credit Facility Maturing In 2019 [Member] | |||
Long-term debt [Line Items] | |||
Long-term debt | [3] | ||
7.10% Notes Maturing In 2018 [Member] | |||
Long-term debt [Line Items] | |||
Long-term debt | [4] | $ 77 | 75 |
Interest rate (as a percent) | 7.10% | ||
7.45% Notes Maturing In 2027 [Member] | |||
Long-term debt [Line Items] | |||
Long-term debt | [4] | $ 166 | 164 |
Interest rate (as a percent) | 7.45% | ||
7.25% Notes Maturing In 2038 [Member] | |||
Long-term debt [Line Items] | |||
Long-term debt | [4] | $ 65 | 65 |
Interest rate (as a percent) | 7.25% | ||
7.10% Notes, 7.45% Notes, 7.25% Notes Collectively [Member] | |||
Long-term debt [Line Items] | |||
Unamortized fair value adjustments related to purchase accounting | $ 49 | 53 | |
Other [Member] | |||
Long-term debt [Line Items] | |||
Long-term debt | $ 70 | $ 65 | |
Minimum [Member] | 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% | ||
Minimum [Member] | 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% | ||
[1] | The Company has entered into a fleet management services agreement (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. | ||
[2] | As of September 30, 2016 and December 31, 2015, presented net of $18 million and $21 million, respectively, in unamortized debt issuance costs and $14 million and $17 million, respectively, in unamortized original issue discount paid. | ||
[3] | On July 1, 2014, the Company entered into a $1,825 million term loan facility maturing July 1, 2021 (the "Term Loan Facility") and a $300 million revolving credit facility maturing July 1, 2019 (the "Revolving Credit Facility") (together with the Term Loan Facility, the "Credit Facilities"). 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. See Refinancing of Indebtedness below for details of incremental term loans. | ||
[4] | As of September 30, 2016 and December 31, 2015, collectively presented net of $49 million and $53 million, respectively, of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates shown above. |
Long-Term Debt (Schedule of Int
Long-Term Debt (Schedule of Interest Rate Swap Agreements) (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016USD ($) | ||
Interest rate swap agreements effective August 1, 2014 [Member] | ||
Notional amount | $ 300,000 | |
Fixed Rate (as a percent) | 1.786% | [1] |
Floating Rate | One month LIBOR | |
Interest rate swap agreements effective March 1, 2015 [Member] | ||
Notional amount | $ 400,000 | |
Fixed Rate (as a percent) | 1.927% | [1] |
Floating Rate | One month LIBOR | |
[1] | Before the application of the applicable borrowing margin. |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Acquisitions [Line Items] | |||
Net purchase price | $ 104 | $ 37 | |
Goodwill | 2,216 | $ 2,129 | |
Pest control, termite and franchise acquisitions [Member] | |||
Acquisitions [Line Items] | |||
Net purchase price | 43 | 37 | |
Goodwill | 34 | 26 | |
Other intangibles related to acquisitions | 6 | $ 9 | |
OneGuard Home Warranties [Member] | |||
Acquisitions [Line Items] | |||
Net purchase price | 61 | ||
Goodwill | 57 | ||
Other intangibles related to acquisitions | $ 15 |
Acquisitions (Schedule Of Suppl
Acquisitions (Schedule Of Supplemental Cash Flow Information Regarding Acquisitions) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Supplemental cash flow information regarding acquisitions | ||
Assets acquired | $ 123 | $ 37 |
Liabilities assumed | (19) | |
Net assets acquired | 104 | 37 |
Net cash paid | 86 | 31 |
Seller financed debt | 18 | 6 |
Purchase price | $ 104 | $ 37 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Income Taxes [Abstract] | |||||
Unrecognized tax benefits that would impact effective tax rate if recognized | $ 18 | $ 18 | $ 16 | ||
Estimated reduction in unrecognized tax benefits during the next 12 months | $ 7 | $ 7 | |||
Effective tax rate on income from continuing operations (as a percent) | 39.80% | 39.30% | 37.90% | 38.60% |
Business Segment Reporting (Nar
Business Segment Reporting (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2016segment | |
Business Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Maximum percentage of revenue from customers and franchisees generated in foreign market | 2.00% |
Business Segment Reporting (Sch
Business Segment Reporting (Schedule Of Information For Continuing Operations For Each Reportable Segment And Other Operations And Headquarters) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | ||
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 758 | $ 706 | $ 2,113 | $ 1,993 | ||
Adjusted EBITDA | 192 | 176 | 526 | 504 | ||
Identifiable Assets | 5,319 | 5,319 | $ 5,098 | |||
Depreciation & Amortization Expense | 24 | 18 | 68 | 66 | ||
Capital Expenditures | 45 | 30 | ||||
Operating Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 757 | 705 | 2,111 | 1,992 | ||
Adjusted EBITDA | [1] | 192 | 176 | 526 | 504 | |
Terminix [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Adjusted EBITDA | 92 | 82 | 299 | 272 | ||
Terminix [Member] | Operating Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 396 | 372 | 1,174 | 1,103 | ||
Adjusted EBITDA | [1] | 92 | 82 | 299 | 272 | |
American Home Shield [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Adjusted EBITDA | 79 | 74 | 170 | 174 | ||
American Home Shield [Member] | Operating Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 309 | 275 | 786 | 711 | ||
Adjusted EBITDA | [1] | 79 | 74 | 170 | 174 | |
Franchise Services Group [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Adjusted EBITDA | 21 | 20 | 58 | 58 | ||
Franchise Services Group [Member] | Operating Segment [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 51 | 58 | 151 | 178 | ||
Adjusted EBITDA | [1] | 21 | 20 | 58 | 58 | |
Corporate [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | $ 1 | 1 | 2 | 2 | ||
Adjusted EBITDA | $ (1) | $ (3) | $ (6) | |||
[1] | Presented below is a reconciliation of Reportable Segment Adjusted EBITDA to Net Income: Three Months EndedNine Months EndedSeptember 30,September 30,(In millions)2016201520162015Reportable Segment Adjusted EBITDA:Terminix $ 92$ 82$ 299$ 272American Home Shield 79 74 170 174Franchise Services Group 21 20 58 58Reportable Segment Adjusted EBITDA $ 192$ 176$ 526$ 504Unallocated corporate expenses$ -$ (1)$ (3)$ (6)Depreciation and amortization expense (24) (18) (68) (66)401(k) Plan corrective contribution - - (1) -Fumigation related matters (1) (1) - (92) -Insurance reserve adjustment (2) - - (23) -Non-cash stock-based compensation expense (3) (3) (10) (8)Restructuring charges (8) (2) (13) (4)Gain on sale of Merry Maids branches - 3 2 5Non-cash impairment of software and other related costs - - (1) -Loss from discontinued operations, net of income taxes - (1) - (2)Provision for income taxes (46) (32) (76) (91)Loss on extinguishment of debt - (31) - (58)Interest expense (39) (41) (115) (128)Other non-operating expenses - - - (3)Net Income$ 70$ 49$ 124$ 144 |
Business Segment Reporting (S53
Business Segment Reporting (Schedule Of Reconciliation Of Reportable Segment Adjusted EBITDA To Net Income (Loss)) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Adjusted EBITDA | $ 192,000,000 | $ 176,000,000 | $ 526,000,000 | $ 504,000,000 | |
Depreciation and amortization expense | (24,000,000) | (18,000,000) | (68,000,000) | (66,000,000) | |
401(k) Plan corrective contribution | (1,000,000) | ||||
Fumigation related matters | [1] | (1,000,000) | (92,000,000) | ||
Insurance reserve adjustment | [2] | (23,000,000) | |||
Non-cash stock-based compensation expense | (3,000,000) | (3,000,000) | (10,000,000) | (8,000,000) | |
Restructuring charges | (8,000,000) | (2,000,000) | (13,000,000) | (4,000,000) | |
Gain on sale of Merry Maids branches | 3,000,000 | 2,000,000 | 5,000,000 | ||
Non-cash impairment of software and other related costs | (1,000,000) | ||||
Loss from discontinued operations, net of income taxes | (1,000,000) | (2,000,000) | |||
Provision for income taxes | (46,000,000) | (32,000,000) | (76,000,000) | (91,000,000) | |
Loss on extinguishment of debt | (31,000,000) | (58,000,000) | |||
Interest expense | (39,000,000) | (41,000,000) | (115,000,000) | (128,000,000) | |
Other non-operating expenses | (3,000,000) | ||||
Net Income | 70,000,000 | 49,000,000 | 124,000,000 | 144,000,000 | |
Adjustments to accrued self-insured claims recorded as charges in total Adjusted EBITDA | 0 | 2,000,000 | 4,000,000 | 6,000,000 | |
Operating Segment [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Adjusted EBITDA | [3] | 192,000,000 | 176,000,000 | 526,000,000 | 504,000,000 |
Terminix [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Adjusted EBITDA | 92,000,000 | 82,000,000 | 299,000,000 | 272,000,000 | |
Terminix [Member] | Operating Segment [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Adjusted EBITDA | [3] | 92,000,000 | 82,000,000 | 299,000,000 | 272,000,000 |
American Home Shield [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Adjusted EBITDA | 79,000,000 | 74,000,000 | 170,000,000 | 174,000,000 | |
American Home Shield [Member] | Operating Segment [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Adjusted EBITDA | [3] | 79,000,000 | 74,000,000 | 170,000,000 | 174,000,000 |
Franchise Services Group [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Adjusted EBITDA | 21,000,000 | 20,000,000 | 58,000,000 | 58,000,000 | |
Franchise Services Group [Member] | Operating Segment [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Adjusted EBITDA | [3] | $ 21,000,000 | 20,000,000 | 58,000,000 | 58,000,000 |
Corporate [Member] | |||||
Reconciliation of Reportable Segment Adjusted EBITDA to Net Income (Loss) | |||||
Adjusted EBITDA | $ (1,000,000) | $ (3,000,000) | $ (6,000,000) | ||
[1] | Represents costs related to the fumigation related matters described in Note 3 to the condensed consolidated financial statements. We exclude these charges from Adjusted EBITDA because we believe they do not reflect our ongoing operations and because we believe doing so is useful to investors in aiding period-to-period comparability. | ||||
[2] | Represents an adjustment to the Company's accrued self-insured claims related to automobile, general liability and workers' compensation risks. The adjustment is based on the Company's detailed annual assessment of this actuarially determined accrual, which the Company completes in the second quarter of each year. This adjustment relates to coverage periods of 2015 and prior. We have excluded this discrete second quarter adjustment from Adjusted EBITDA because we believe it does not reflect our ongoing operations and because we believe doing so is useful to investors in aiding period-to-period comparability. Adjustments to accrued self-insured claims related to this insurance program of $2 million in the three months ended September 30, 2015 and $4 million and $6 million in the nine months ended September 30, 2016 and 2015, respectively, were recorded as charges in total Adjusted EBITDA. There were no similar adjustments recorded as charges in total Adjusted EBITDA in the three months ended September 30, 2016. | ||||
[3] | Presented below is a reconciliation of Reportable Segment Adjusted EBITDA to Net Income: Three Months EndedNine Months EndedSeptember 30,September 30,(In millions)2016201520162015Reportable Segment Adjusted EBITDA:Terminix $ 92$ 82$ 299$ 272American Home Shield 79 74 170 174Franchise Services Group 21 20 58 58Reportable Segment Adjusted EBITDA $ 192$ 176$ 526$ 504Unallocated corporate expenses$ -$ (1)$ (3)$ (6)Depreciation and amortization expense (24) (18) (68) (66)401(k) Plan corrective contribution - - (1) -Fumigation related matters (1) (1) - (92) -Insurance reserve adjustment (2) - - (23) -Non-cash stock-based compensation expense (3) (3) (10) (8)Restructuring charges (8) (2) (13) (4)Gain on sale of Merry Maids branches - 3 2 5Non-cash impairment of software and other related costs - - (1) -Loss from discontinued operations, net of income taxes - (1) - (2)Provision for income taxes (46) (32) (76) (91)Loss on extinguishment of debt - (31) - (58)Interest expense (39) (41) (115) (128)Other non-operating expenses - - - (3)Net Income$ 70$ 49$ 124$ 144 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Related party transactions | ||||
Written notice period for termination of service agreement | 90 days | |||
New TruGreen's [Member] | ||||
Related party transactions | ||||
Fees due from New TruGreen | $ 2 | $ 6 | $ 6 | $ 21 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Letters of credit posted as collateral under fuel hedging program | $ 3,000,000 | |
Hedging gains and losses in accumulated other comprehensive income expected to be recognized in earnings, net of tax | 3,000,000 | |
Carrying Value [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Long Term Debt And Capital Lease Obligation | 2,785,000,000 | $ 2,752,000,000 |
Fuel Swap Contracts [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Aggregate notional amount | $ 38,000,000 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule Of The Carrying Amount And Estimated Fair Value Of The Company's Financial Instruments That Are Recorded At Fair Value On A Recurring Basis) (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Recurring [Member] | Quoted Price In Active Markets (Level 1) [Member] | ||
Financial Assets: | ||
Deferred compensation trust assets | $ 8 | $ 8 |
Investments in marketable securities | 32 | 38 |
Total financial assets | 40 | 46 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ||
Financial Assets: | ||
Investments in marketable securities | 35 | |
Total financial assets | 35 | |
Total financial liabilities | 10 | 8 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Interest Rate Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative liability, Noncurrent | 10 | 8 |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ||
Financial Assets: | ||
Total financial assets | 2 | |
Total financial liabilities | 1 | 4 |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Fuel Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative asset, Current | 2 | |
Derivative asset, Noncurrent | 1 | |
Derivative liability, Current | 1 | 4 |
Carrying Value [Member] | Recurring [Member] | ||
Financial Assets: | ||
Deferred compensation trust assets | 8 | 8 |
Investments in marketable securities | 32 | 73 |
Total financial assets | 42 | 81 |
Total financial liabilities | 10 | 12 |
Carrying Value [Member] | Recurring [Member] | Fuel Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative asset, Current | 2 | |
Derivative asset, Noncurrent | 1 | |
Derivative liability, Current | 1 | 4 |
Carrying Value [Member] | Recurring [Member] | Interest Rate Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative liability, Noncurrent | 10 | 8 |
Estimated Fair Value [Member] | ||
Carrying amount and estimated fair value of the company's financial instrument | ||
Fair value of total debt | $ 2,903 | $ 2,813 |
Fair Value Measurements (Sche57
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 Contracts [Member] - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
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 | $ (4) | $ (6) |
Total (losses) gains (realized and unrealized) | ||
Included in earnings | (3) | (4) |
Included in accumulated other comprehensive income | 5 | 1 |
Settlements | 3 | 4 |
Balance at the end of the period | $ 1 | $ (5) |
Fair Value Measurements (Sche58
Fair Value Measurements (Schedule Of Level 3 Financial Instruments) (Details) - Fuel Swap Contracts [Member] $ in Millions | Sep. 30, 2016USD ($)$ / gal | Dec. 31, 2015USD ($)$ / gal | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) | |
Information relating to the significant unobservable inputs of Level 3 financial instruments | |||||
Fair value at the end of the period | $ | $ 1 | $ (4) | $ (5) | $ (6) | |
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] | 2.12 | 1.91 | ||
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) | [1] | 2.64 | 2.55 | ||
Discounted Cash Flows [Member] | Weighted Average [Member] | |||||
Information relating to the significant unobservable inputs of Level 3 financial instruments | |||||
Forward Unleaded Price per Gallon (in dollars per gallon) | [1] | 2.36 | 2.22 | ||
[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 (Schedule Of
Earnings Per Share (Schedule Of Reconciliation Of The Amounts Included In The Computation Of Basic Earnings Per Share From Continuing Operations And Diluted Earnings Per Share From Continuing Operations) (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Income from continuing operations | $ 70 | $ 50 | $ 124 | $ 145 | |
Weighted average common shares outstanding | 135.1 | 135.2 | 135.4 | 134.9 | |
Effect of dilutive securities: | |||||
Weighted average common shares outstanding-assuming dilution | 137.1 | 136.8 | 137.5 | 136.5 | |
Basic earnings per share from continuing operations (in dollars per share) | $ 0.52 | $ 0.37 | $ 0.92 | $ 1.08 | |
Diluted earnings per share from continuing operations (in dollars per share) | $ 0.51 | $ 0.37 | $ 0.90 | $ 1.07 | |
RSUs [Member] | |||||
Effect of dilutive securities: | |||||
Dilutive securities | 0.2 | 0.2 | 0.2 | 0.2 | |
Stock Options [Member] | |||||
Effect of dilutive securities: | |||||
Dilutive securities | [1] | 1.8 | 1.3 | 1.9 | 1.4 |
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 0.9 | 0.3 | 0.9 | 0.3 | |
[1] | Options to purchase 0.9 million and 0.3 million shares for the three months ended September 30, 2016 and 2015, respectively, and 0.9 million and 0.3 million shares for the nine months ended September 30, 2016 and 2015, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive. |