Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 28, 2021 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity Registrant Name | Terminix Global Holdings, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-8738320 | |
Entity Address, Address Line One | 150 Peabody Place | |
Entity Address, City or Town | Memphis | |
Entity Address, State or Province | TN | |
Entity Address, Postal Zip Code | 38103 | |
City Area Code | 901 | |
Local Phone Number | 597-1400 | |
Security 12b Title | Common, par value $0.01 | |
Trading Symbol | TMX | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 121,148,869 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity File Number | 001-36507 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Entity Central Index Key | 0001428875 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | $ 530 | $ 512 | $ 1,562 | $ 1,502 |
Cost of services rendered and products sold | 309 | 299 | 897 | 876 |
Selling and administrative expenses | 142 | 140 | 422 | 423 |
Amortization expense | 10 | 9 | 29 | 26 |
Acquisition-related costs | 1 | (1) | 0 | 0 |
Litigation settlement | 0 | 49 | 4 | 49 |
Fumigation related matters | 0 | 0 | 1 | 0 |
Restructuring and other charges | 2 | 2 | 10 | 14 |
Goodwill impairment | 3 | 0 | 3 | 0 |
Interest expense | 11 | 22 | 34 | 67 |
Interest and net investment income | 0 | (1) | (2) | (2) |
Loss on extinguishment of debt | 0 | 1 | 0 | 1 |
Income (Loss) from Continuing Operations before Income Taxes | 52 | (7) | 162 | 50 |
Provision for income taxes | 14 | 15 | 45 | 31 |
Equity in earnings of joint ventures | 1 | 1 | 2 | 2 |
Income (Loss) from Continuing Operations | 38 | (21) | 119 | 20 |
Net earnings from discontinued operations | 0 | 14 | 0 | 40 |
Net Income (Loss) | 38 | (7) | 119 | 61 |
Total Comprehensive Income (Loss) | $ 35 | $ (16) | $ 133 | $ 3 |
Weighted-average common shares outstanding - Basic | 124.3 | 132 | 127.6 | 132.9 |
Weighted-average common shares outstanding - Diluted | 124.7 | 132 | 128.1 | 133.1 |
Basic Earnings (Loss) Per Share: | ||||
Income (Loss) from Continuing Operations (in dollars per share) | $ 0.31 | $ (0.17) | $ 0.93 | $ 0.14 |
Net earnings from discontinued operations (in dollars per share) | 0 | 0.11 | 0 | 0.30 |
Net Income (Loss) (in dollars per share) | 0.31 | (0.06) | 0.93 | 0.44 |
Diluted Earnings (Loss) Per Share: | ||||
Income (Loss) from Continuing Operations (in dollars per share) | 0.31 | (0.17) | 0.93 | 0.14 |
Net earnings from discontinued operations (in dollars per share) | 0 | 0.11 | 0 | 0.30 |
Net Income (Loss) (in dollars per share) | $ 0.30 | $ (0.06) | $ 0.93 | $ 0.44 |
Fumigation Related Matters [Member] | ||||
Litigation settlement | $ 1 | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Financial Position - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | |
Current Assets: | |||
Cash and cash equivalents | $ 156 | $ 615 | |
Receivables, less allowances of $31 and $25, respectively | 219 | 206 | |
Inventories | 41 | 44 | |
Prepaid expenses and other assets | 149 | 145 | |
Total Current Assets | 564 | 1,010 | |
Other Assets: | |||
Property and equipment, net | 193 | 182 | |
Operating lease right-of-use assets | 79 | 80 | |
Goodwill | 2,192 | 2,146 | |
Intangible assets, primarily trade names, service marks and trademarks, net | 1,101 | 1,111 | |
Restricted cash | 89 | 89 | |
Notes receivable | 32 | 31 | |
Long-term marketable securities | 15 | 14 | |
Deferred customer acquisition costs | 101 | 98 | |
Other assets | 78 | 75 | |
Total Assets | 4,445 | 4,837 | |
Current Liabilities: | |||
Accounts payable | 108 | 91 | |
Accrued liabilities: | |||
Payroll and related expenses | 96 | 102 | |
Self-insured claims and related expenses | 72 | 76 | |
Accrued interest payable | 3 | 7 | |
Other | 94 | 99 | |
Deferred revenue | 105 | 102 | |
Current portion of lease liability | 17 | 17 | |
Current portion of long-term debt | [1] | 52 | 94 |
Total Current Liabilities | 547 | 588 | |
Long-Term Debt | 845 | 826 | |
Other Long-Term Liabilities: | |||
Deferred taxes | 370 | 346 | |
Other long-term obligations, primarily self-insured claims | 211 | 239 | |
Long-term lease liability | 93 | 96 | |
Total Other Long-Term Liabilities | 674 | 681 | |
Commitments and Contingencies (Note 6) | |||
Stockholders' Equity: | |||
Common stock $0.01 par value (authorized 2,000,000,000 shares with 148,948,815 shares issued and 121,568,176 outstanding at September 30, 2021 and 148,400,384 shares issued and 132,080,845 shares outstanding at December 31, 2020) | 2 | 2 | |
Additional paid-in capital | 2,386 | 2,359 | |
Retained Earnings | 960 | 841 | |
Accumulated other comprehensive loss | (25) | (39) | |
Less common stock held in treasury, at cost (27,380,639 shares at September 30, 2021 and 16,319,539 shares at December 31, 2020) | (945) | (423) | |
Total Stockholders' Equity | 2,378 | 2,741 | |
Total Liabilities and Stockholders' Equity | $ 4,445 | $ 4,837 | |
[1] | We paid approximately $ 50 million of deferred purchase price and an earnout related to the 2018 purchase of Copesan in the second quarter of 2021. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Financial Position (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Condensed Consolidated Statements of Financial Position [Abstract] | ||
Allowance for receivables (in dollars) | $ 31 | $ 25 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued (in shares) | 148,948,815 | 148,400,384 |
Common stock, shares outstanding (in shares) | 121,568,176 | 132,080,845 |
Treasury stock (in shares) | 27,380,639 | 16,319,539 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Millions | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Treasury [Member] | Total |
Balance, shares at Dec. 31, 2019 | 148,000,000 | |||||
Balance, value at Dec. 31, 2019 | $ 2 | $ 2,334 | $ 291 | $ 9 | $ (313) | $ 2,322 |
Treasury Stock, Shares at Dec. 31, 2019 | (12,000,000) | |||||
Net Income (Loss) | 14 | 14 | ||||
Other comprehensive income (loss), net of tax | (50) | (50) | ||||
Total Comprehensive Income (Loss) | 14 | (50) | (36) | |||
Exercise of stock options | 2 | 2 | ||||
Stock-based employee compensation | 5 | 5 | ||||
Repurchase of common stock, shares | (4,000,000) | |||||
Repurchase of common stock | $ (103) | (103) | ||||
Balance, shares at Mar. 31, 2020 | 148,000,000 | |||||
Balance, value at Mar. 31, 2020 | $ 2 | 2,341 | 305 | (41) | $ (417) | 2,190 |
Treasury Stock, Shares at Mar. 31, 2020 | (16,000,000) | |||||
Balance, shares at Dec. 31, 2019 | 148,000,000 | |||||
Balance, value at Dec. 31, 2019 | $ 2 | 2,334 | 291 | 9 | $ (313) | 2,322 |
Treasury Stock, Shares at Dec. 31, 2019 | (12,000,000) | |||||
Net Income (Loss) | 61 | |||||
Other comprehensive income (loss), net of tax | (58) | |||||
Total Comprehensive Income (Loss) | 3 | |||||
Balance, shares at Sep. 30, 2020 | 148,000,000 | |||||
Balance, value at Sep. 30, 2020 | $ 2 | 2,352 | 351 | (49) | $ (417) | 2,239 |
Treasury Stock, Shares at Sep. 30, 2020 | (16,000,000) | |||||
Balance, shares at Mar. 31, 2020 | 148,000,000 | |||||
Balance, value at Mar. 31, 2020 | $ 2 | 2,341 | 305 | (41) | $ (417) | 2,190 |
Treasury Stock, Shares at Mar. 31, 2020 | (16,000,000) | |||||
Net Income (Loss) | 53 | 53 | ||||
Other comprehensive income (loss), net of tax | 1 | 1 | ||||
Total Comprehensive Income (Loss) | 53 | 1 | 54 | |||
Stock-based employee compensation | 6 | 6 | ||||
Balance, shares at Jun. 30, 2020 | 148,000,000 | |||||
Balance, value at Jun. 30, 2020 | $ 2 | 2,348 | 358 | (40) | $ (417) | 2,251 |
Treasury Stock, Shares at Jun. 30, 2020 | (16,000,000) | |||||
Net Income (Loss) | (7) | (7) | ||||
Other comprehensive income (loss), net of tax | (10) | (10) | ||||
Total Comprehensive Income (Loss) | (7) | (10) | (16) | |||
Stock-based employee compensation | 4 | 4 | ||||
Balance, shares at Sep. 30, 2020 | 148,000,000 | |||||
Balance, value at Sep. 30, 2020 | $ 2 | 2,352 | 351 | (49) | $ (417) | 2,239 |
Treasury Stock, Shares at Sep. 30, 2020 | (16,000,000) | |||||
Balance, shares at Dec. 31, 2020 | 148,000,000 | |||||
Balance, value at Dec. 31, 2020 | $ 2 | 2,359 | 841 | (39) | $ (423) | $ 2,741 |
Treasury Stock, Shares at Dec. 31, 2020 | (16,000,000) | (16,319,539) | ||||
Net Income (Loss) | 27 | $ 27 | ||||
Other comprehensive income (loss), net of tax | 22 | 22 | ||||
Total Comprehensive Income (Loss) | 27 | 22 | 49 | |||
Issuance of common stock | 1 | 1 | ||||
Exercise of stock options | 4 | 4 | ||||
Stock-based employee compensation | 6 | 6 | ||||
Repurchase of common stock, shares | (4,000,000) | |||||
Repurchase of common stock | $ (169) | (169) | ||||
Balance, shares at Mar. 31, 2021 | 149,000,000 | |||||
Balance, value at Mar. 31, 2021 | $ 2 | 2,370 | 868 | (17) | $ (592) | 2,631 |
Treasury Stock, Shares at Mar. 31, 2021 | (20,000,000) | |||||
Balance, shares at Dec. 31, 2020 | 148,000,000 | |||||
Balance, value at Dec. 31, 2020 | $ 2 | 2,359 | 841 | (39) | $ (423) | $ 2,741 |
Treasury Stock, Shares at Dec. 31, 2020 | (16,000,000) | (16,319,539) | ||||
Net Income (Loss) | $ 119 | |||||
Other comprehensive income (loss), net of tax | 14 | |||||
Total Comprehensive Income (Loss) | 133 | |||||
Balance, shares at Sep. 30, 2021 | 149,000,000 | |||||
Balance, value at Sep. 30, 2021 | $ 2 | 2,386 | 960 | (25) | $ (945) | $ 2,378 |
Treasury Stock, Shares at Sep. 30, 2021 | (27,000,000) | (27,380,639) | ||||
Balance, shares at Mar. 31, 2021 | 149,000,000 | |||||
Balance, value at Mar. 31, 2021 | $ 2 | 2,370 | 868 | (17) | $ (592) | $ 2,631 |
Treasury Stock, Shares at Mar. 31, 2021 | (20,000,000) | |||||
Net Income (Loss) | 54 | 54 | ||||
Other comprehensive income (loss), net of tax | (5) | (5) | ||||
Total Comprehensive Income (Loss) | 54 | (5) | 48 | |||
Issuance of common stock | 1 | 1 | ||||
Exercise of stock options | 3 | 3 | ||||
Stock-based employee compensation | 5 | 5 | ||||
Repurchase of common stock, shares | (4,000,000) | |||||
Repurchase of common stock | $ (181) | (181) | ||||
Balance, shares at Jun. 30, 2021 | 149,000,000 | |||||
Balance, value at Jun. 30, 2021 | $ 2 | 2,379 | 922 | (22) | $ (773) | 2,508 |
Treasury Stock, Shares at Jun. 30, 2021 | (24,000,000) | |||||
Net Income (Loss) | 38 | 38 | ||||
Other comprehensive income (loss), net of tax | (3) | (3) | ||||
Total Comprehensive Income (Loss) | 38 | (3) | 35 | |||
Exercise of stock options | 2 | 2 | ||||
Stock-based employee compensation | 4 | 4 | ||||
Repurchase of common stock, shares | (4,000,000) | |||||
Repurchase of common stock | $ (171) | (171) | ||||
Balance, shares at Sep. 30, 2021 | 149,000,000 | |||||
Balance, value at Sep. 30, 2021 | $ 2 | $ 2,386 | $ 960 | $ (25) | $ (945) | $ 2,378 |
Treasury Stock, Shares at Sep. 30, 2021 | (27,000,000) | (27,380,639) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash and Cash Equivalents and Restricted Cash at Beginning of Period | $ 704,000,000 | $ 368,000,000 |
Cash Flows from Operating Activities from Continuing Operations: | ||
Net income | 119,000,000 | 61,000,000 |
Adjustments to reconcile net income to net cash provided from operating activities: | ||
Net earnings from discontinued operations | 0 | (40,000,000) |
Equity in earnings of joint venture | (2,000,000) | (2,000,000) |
Depreciation expense | 52,000,000 | 55,000,000 |
Amortization expense | 29,000,000 | 26,000,000 |
Amortization of debt issuance costs | 2,000,000 | 3,000,000 |
Amortization of lease right-of-use assets | 11,000,000 | 14,000,000 |
Goodwill impairment | 3,000,000 | 0 |
Litigation settlement | 4,000,000 | 49,000,000 |
Deferred income tax provision | 21,000,000 | 0 |
Stock-based compensation expense | 15,000,000 | 13,000,000 |
Restructuring and other charges | 10,000,000 | 14,000,000 |
Payments for restructuring and other charges | (8,000,000) | (9,000,000) |
Acquisition-related costs | 0 | 0 |
Payments for acquisition-related costs | (2,000,000) | (4,000,000) |
Other | (23,000,000) | (23,000,000) |
Change in working capital, net of acquisitions: | ||
Receivables | (19,000,000) | (44,000,000) |
Inventories and other current assets | (17,000,000) | (4,000,000) |
Accounts payable | 18,000,000 | 12,000,000 |
Deferred revenue | 4,000,000 | (1,000,000) |
Accrued liabilities | (2,000,000) | 52,000,000 |
Accrued interest payable | (4,000,000) | 1,000,000 |
Current income taxes | 3,000,000 | 39,000,000 |
Net Cash Provided from Operating Activities from Continuing Operations | 216,000,000 | 211,000,000 |
Cash Flows from Investing Activities from Continuing Operations: | ||
Property additions | (17,000,000) | (20,000,000) |
Sale of equipment and other assets | 4,000,000 | 6,000,000 |
Business acquisitions, net of cash acquired | (86,000,000) | (29,000,000) |
Origination of notes receivable | (51,000,000) | (26,000,000) |
Collections on notes receivable | 51,000,000 | 32,000,000 |
Net Cash Used for Investing Activities from Continuing Operations | (98,000,000) | (37,000,000) |
Cash Flows from Financing Activities from Continuing Operations: | ||
Payments of debt | (79,000,000) | (103,000,000) |
Debt issuance costs paid | 0 | (2,000,000) |
Repurchase of common stock | (522,000,000) | (103,000,000) |
Issuance of common stock | 11,000,000 | 4,000,000 |
Net Cash Used For Financing Activities from Continuing Operations | (590,000,000) | (205,000,000) |
Cash Flows from Discontinued Operations: | ||
Cash provided from operating activities | 14,000,000 | 43,000,000 |
Cash used for investing activities | 0 | (1,000,000) |
Cash used for financing activities | 0 | (1,000,000) |
Net Cash Provided from Discontinued Operations | 14,000,000 | 41,000,000 |
Effect of Exchange Rate Changes on Cash | (1,000,000) | (1,000,000) |
Cash (Decrease) Increase During the Period | (459,000,000) | 9,000,000 |
Cash and Cash Equivalents and Restricted Cash at End of Period | 245,000,000 | 377,000,000 |
Fumigation Related Matters [Member] | ||
Adjustments to reconcile net income to net cash provided from operating activities: | ||
Litigation settlement | 1,000,000 | 0 |
Mobile Bay Formosan [Member] | ||
Adjustments to reconcile net income to net cash provided from operating activities: | ||
Litigation settlement | $ 4,000,000 | $ 49,000,000 |
Basis Of Presentation
Basis Of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Basis Of Presentation [Abstract] | |
Basis Of Presentation | Note 1. Basis of Presentation Terminix Global Holdings, Inc. and its majority-owned subsidiary partnerships, limited liability companies and corporations (collectively, “Terminix,” the “Company,” “we,” “us” and “our”) is a leading provider of essential services to residential and commercial customers in the termite and pest management markets. Our portfolio of well‑recognized brands includes Terminix, Copesan, Assured Environments, Gregory Pest Solutions, McCloud Services, Nomor and Pelias. All consolidated Company subsidiaries are wholly-owned. Intercompany transactions and balances have been eliminated. Our operations are organized into one reportable segment, our pest management and termite business. The unaudited condensed consolidated financial statements have been prepared by us 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”). We recommend that the quarterly unaudited condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC (the “2020 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 necessarily indicative of the results that might be achieved for any other interim period or for the full year due to the seasonality of our business, the impact of the COVID-19 pandemic (“COVID-19”) and the possibility of changes in general economic conditions. Prior period amounts have been reclassified to conform to the current period presentation within the Condensed Consolidated Statements of Cash Flows. Sale of ServiceMaster Brands On October 1, 2020, we completed the sale of the assets and liabilities of the ServiceMaster Brands businesses, which was comprised of the Amerispec, Furniture Medic, Merry Maids, ServiceMaster Clean and ServiceMaster Restore brands, certain assets and liabilities of ServiceMaster Acceptance Corporation, our former financing subsidiary, and the ServiceMaster trade name (the “ServiceMaster Brands Divestiture Group”). The sale of the ServiceMaster Brands Divestiture Group was to RW Purchaser LLC, an affiliate of investment funds managed by Roark Capital Management LLC (“Roark”). The ServiceMaster Brands Divestiture Group is reported in this Quarterly Report on Form 10-Q in discontinued operations. COVID-19 Since March 11, 2020 when the World Health Organization designated COVID-19 as a global pandemic, we have experienced increased demand in our residential pest management and termite and home services service lines as customers are spending more time at home. We have also experienced disruptions in our business, primarily in the commercial pest management service line, driven by temporary business closures and service postponements, and in our product sales and other service line. We continue to focus on initiatives to ensure the safety and productivity of our teammates, including personal protective equipment and safety policies and measures for field teammates, and technology to facilitate remote working, with most back-office and all call center teammates working remotely and field support teammates working remotely where possible. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies Our significant accounting policies are described in Note 2 to the audited consolidated financial statements included in our 2020 Form 10-K. There have been no material changes to the significant accounting policies for the nine months ended September 30, 2021, other than those described below. Adoption of New Accounting Standards In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ,” which simplifies the accounting for income taxes by removing certain exceptions. We adopted this ASU on January 1, 2021, including the applicable retrospective and prospective provisions therein. The adoption of this ASU did not have a material impact on our consolidated condensed financial statements as of September 30, 2021. In November 2020, the SEC issued Rule 33-10890, “ Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information .” This rule could be early adopted in its entirety as of February 10, 2021. The rule modernized, simplified and enhanced financial statement disclosures required by Regulation S-K. We early adopted all the provisions in the rule as of February 10, 2021, which primarily resulted in the elimination of duplicative disclosure of legal matters and improved discussions within management’s discussion and analysis. We have reviewed all other recently issued, but not yet effective, accounting pronouncements and do not expect the future adoption of any such pronouncements will have a material impact on our financial condition or the results of our operations. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2021 | |
Revenues[Abstract] | |
Revenues | Note 3. Revenues The following tables present our reportable segment revenues from continuing operations, disaggregated by revenue source and geographic area. We disaggregate revenue from contracts with customers into major product lines. We determined that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. European pest management revenue is now presented within Commercial Pest Management below, and prior periods have been reclassified to conform to the current period presentation. Revenue by major service line was as follows: Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2021 2020 2021 2020 Major service line Residential Pest Management $ 199 $ 193 $ 557 $ 534 Commercial Pest Management 144 140 414 388 Termite and Home Services 156 151 510 502 Sales of Products and Other 31 28 81 78 Total $ 530 $ 512 $ 1,562 $ 1,502 Revenue by geographic area was as follows: Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2021 2020 2021 2020 United States $ 495 $ 482 $ 1,463 $ 1,423 International 35 30 99 79 Total $ 530 $ 512 $ 1,562 $ 1,502 Contract Balances Timing of revenue recognition may differ from the timing of invoicing to customers. Contracts with customers are generally for a period of one year or less and are generally renewable. We record a receivable related to revenue recognized on services once we have an unconditional right to invoice and receive payment in the future related to the services provided. All accounts receivables are recorded within Receivables, less allowances, on the Condensed Consolidated Statements of Financial Position. The current portion of Notes receivable, which represents amounts financed for customers, are included within Receivables, less allowances, on the Condensed Consolidated Statement of Financial Position and totaled $ 26 million and $ 27 million as of September 30, 2021 and December 31, 2020, respectively. Deferred revenue represents a contract liability and is recognized when cash payments are received in advance of the performance of services, including when the amounts are refundable. Amounts are recognized as revenue upon completion of services. Changes in deferred revenue for the nine months ended September 30, 2021 and 2020 were as follows: (In millions) Deferred revenue Balance as of December 31, 2020 $ 102 Deferral of revenue 118 Recognition of deferred revenue ( 115 ) Balance as of September 30, 2021 $ 105 Balance as of December 31, 2019 $ 92 Deferral of revenue 89 Recognition of deferred revenue ( 89 ) Balance as of September 30, 2020 $ 92 Additionally, approximately $ 12 million and $ 15 million of deferred revenue was recognized in the Condensed Consolidated Statements of Financial Position as of September 30, 2020 and December 31, 2019, respectively, primarily related to our acquisition of Nomor. There was approximately $ 14 million and $ 63 million of revenue recognized in the three and nine months ended September 30, 2021, respectively, that was included in the deferred revenue balance as of December 31, 2020. There was approximately $ 11 million and $ 51 million of revenue recognized in the three and nine months ended September 30, 2020, respectively, that was included in the deferred revenue balance as of December 31, 2019. |
Restructuring And Other Charges
Restructuring And Other Charges | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring And Other Charges [Abstract] | |
Restructuring And Other Charges | Note 4. Restructuring and Other Charges We incurred restructuring and other charges of $ 2 million ( $ 1 million, net of tax) and $ 2 million ($ 2 million, net of tax) in the three months ended September 30, 2021 and 2020, respectively . We incurred restructuring and other charges of $ 10 million ($ 8 million, net of tax) and $ 14 million ($ 10 million, net of tax) in the nine months ended September 30, 2021 and 2020, respectively. Restructuring charges included costs to simplify our back-office and align administrative functions as a singularly focused pest management company following the sale of the ServiceMaster Brands Divestiture Group. We expect substantially all of our accrued restructuring and other charges to be paid within the next 12 months. Restructuring and other charges were comprised of the following: Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2021 2020 2021 2020 Severance $ 1 $ 1 $ 6 $ 6 Other (1) 1 2 4 8 Total restructuring charges $ 2 $ 2 $ 10 $ 14 ___________________________________ (1) Primarily owned building and operating lease right-of-use asset impairment charges, costs to simplify our back-office and align as a singularly focused pest management company and other exit costs. A reconciliation of the beginning and ending balances of accrued restructuring charges by major cost type, which are included in Accrued liabilities—Payroll and related expenses and Other on the Condensed Consolidated Statements of Financial Position, is presented as follows: Accrued Accrued Total Accrued Severance Other Restructuring (In millions) Charges Charges Charges Balance as of December 31, 2020 $ 2 $ — $ 2 Costs incurred 6 4 10 Costs paid or otherwise settled ( 5 ) ( 4 ) ( 9 ) Balance as of September 30, 2021 $ 3 $ — $ 3 Balance as of December 31, 2019 $ 1 $ 1 $ 1 Costs incurred 6 8 14 Costs paid or otherwise settled ( 5 ) ( 7 ) ( 12 ) Balance as of September 30, 2020 $ 2 $ 2 $ 4 |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations [Abstract] | |
Discontinued Operations | Note 5. Discontinued Operations On October 1, 2020, we completed the sale of the ServiceMaster Brands Divestiture Group for $ 1,541 million, resulting in a gain of approximately $ 494 million, net of taxes. The historical results of the ServiceMaster Brands Divestiture Group are reported as discontinued operations for all periods presented herein. For all periods after the sale, discontinued operations includes the gain on sale and incidental costs to complete the sale. In connection with the sale of the ServiceMaster Brands Divestiture Group, the Company and Roark entered into a transition services agreement (“TSA”) pursuant to which the Company provides certain post-closing services to Roark and ServiceMaster Brands related to the business of ServiceMaster Brands. The charges for the transition services are designed to allow us to fully recover the direct costs of providing the services, plus specified margins and any out-of-pocket costs and expenses. The Company and Roark also entered into a sublease agreement pursuant to which ServiceMaster Brands subleases a portion of our corporate headquarters in Memphis, Tennessee. We recognized $ 1 million and $ 4 million of TSA fees, rental income and other cost reimbursements in Selling and administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) in the three and nine months ended September 30, 2021, respectively. Payments received for TSA fees, for other cost reimbursements and pursuant to the sublease agreement were $ 2 million and $ 8 million in the three and nine months ended September 30, 2021, respectively. The TSA terminated on October 1, 2021, and we are no longer obligated to provide any services to the ServiceMaster Brands Divestiture Group. However, we continue to collect fees for services rendered prior to October 1, 2021. The following table summarizes the comparative financial results of discontinued operations, which are presented as Net earnings from discontinued operations on the Condensed Consolidated Statements of Operations and Comprehensive Income: Three Months Ended Nine Months Ended (In millions) September 30, 2020 September 30, 2020 Revenue $ 71 $ 198 Cost of services rendered and products sold 32 93 Operating expenses (1) 20 53 Income before income taxes 18 53 Provision for income taxes 4 13 Net earnings from discontinued operations $ 14 $ 40 ___________________________________ (1) Includes $ 9 million and $ 18 million of professional fees and other costs incurred in connection with the strategic evaluation and ultimate sale in the three and nine months ended September 30, 2020 . The following selected financial information of the ServiceMaster Brands Divestiture Group is included in the Condensed Consolidated Statements of Cash Flows as cash flows from discontinued operations: Nine Months Ended (In millions) September 30, 2020 Depreciation $ — Amortization — Capital expenditures ( 1 ) |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | Note 6. Commitments and Contingencies We carry insurance policies on insurable risks at levels that we believe to be appropriate, including workers’ compensation, automobile and general liability risks. We purchase insurance policies from third-party insurance carriers, which typically incorporate significant deductibles or self-insured retentions. We are 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 our accrual for self-insured claims, we use 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. We adjust our 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. In the normal course of business, we periodically enter into agreements that incorporate indemnification provisions. While the maximum amount to which we may be exposed under such agreements cannot be estimated, we do not expect these guarantees and indemnifications to have a material effect on our business, financial condition, results of operations or cash flows. 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, 2020 $ 126 Provision for self-insured claims 29 Cash payments ( 21 ) Balance as of September 30, 2021 $ 134 Balance as of December 31, 2019 $ 111 Provision for self-insured claims 35 Cash payments ( 21 ) Balance as of September 30, 2020 $ 125 Our business is subject to a significant number of damage claims related to termite activity in homes for which we provide termite control services, often accompanied by a termite damage warranty. Our termite damage warranty is a differentiator in the industry that has enabled us to become a market leader of this product line. Termite damage claims include circumstances when a customer notifies us that they have experienced damage to their property and we reach an agreement to remediate that damage (a “Non-Litigated Claim”); and circumstances when we do not reach an agreement with a customer to remediate the damage and that customer initiates litigation or arbitration proceedings (a “Litigated Claim”). We accrue for these liabilities when it is probable that future costs will be incurred and such costs can be reasonably estimated. Current activity can differ, causing a change in estimates which could be material. A reconciliation of beginning and ending accrued Litigated Claims, which are included in Accrued liabilities—Other and Other long-term obligations, primarily self-insured claims on the Condensed Consolidated Statements of Financial Position, and Non-Litigated Claims, which are included in Accrued liabilities—Self-insured claims and related expenses on the Condensed Consolidated Statements of Financial Position, is presented as follows: Accrued Termite Damage (In millions) Claims Balance as of December 31, 2020 $ 72 Provision for termite damage claims 47 Cash payments ( 49 ) Balance as of September 30, 2021 $ 69 Balance as of December 31, 2019 $ 80 Provision for termite damage claims 41 Cash payments ( 42 ) Balance as of September 30, 2020 $ 79 Mobile Bay Formosan Termite Settlement In November 2020, the Company entered into the Consent Judgment and Settlement Agreement (the “Settlement”) with the Office of the Attorney General of the State of Alabama (the “AL AG”) and other Alabama state regulators, primarily related to termite renewal pricing changes we made in our branches in Mobile, Alabama and Gulf Shores, Alabama, which comprise all of our customers in the area, (collectively, the “Mobile Bay Area”) in 2019 and certain other termite inspection and treatment practices regarding the control of Formosan termites in that area that allegedly violated the Alabama Deceptive Trade Practices Act (the “ADTPA”). The Settlement provides for: immediate remediation measures to be provided directly to current and former customers in the Mobile Bay Area, including refunds of certain price increases, rebates to certain former customers, the establishment of a $ 25 million consumer fund and a related receiver to oversee our compliance with these commitments and to act as an arbitrator for certain Non-litigated Claims; the reimbursement of certain investigative and monitoring costs incurred by the AL AG’s office and the Department of Agriculture and Industries; and a university endowment intended to support termite and pest management research with an emphasis on Formosan termite research. The Company has also agreed to pay the state of Alabama $ 19 million. Pursuant to the Settlement, we have also agreed to provide the opportunity to reinstate service for certain customers who canceled their services during specified timeframes as well as the retreatment of certain customer premises and a commitment to certain specified response and remediation timeframes for future termite damage claims. We do not expect the financial impact of these additional remedies to have a material impact on our prospective results of operations or cash flows. In the fourth quarter of 2020, the Company funded the $ 25 million consumer fund, from which certain monetary liabilities from settlements of, or judgments in, the covered Settlement are paid by the fund’s receiver. The amount in the consumer fund is held in escrow by the receiver and is classified as a deposit within Prepaid expenses and other assets and with an offsetting liability recorded within Accrued liabilities – Other on the Condensed Consolidated Statements of Financial Position. The fund’s receiver has paid a total of $ 8 million from the fund through the third quarter of 2021. In the second quarter of 2021, the Company recorded an increase in expense related to the settlement of $ 4 million due to a higher than anticipated customer participation rate. No adjustments were made in the third quarter of 2021. State of Mississippi Formosan Termite Litigation On April 22, 2021, the State of Mississippi brought litigation against us related to our termite inspection and treatment practices. The Company disputes the claims made in the litigation and intends to defend the matter vigorously. However, given the uncertainty of litigation, the preliminary stage of the case, and the legal standards that must be met for success on the merits, the Company cannot predict with certainty the outcome of the Mississippi litigation. Other Litigation In addition to the matters discussed above, in the ordinary course of conducting business activities, we and our subsidiaries become involved in judicial, administrative and regulatory proceedings involving both private parties and governmental authorities. We accrue for these liabilities when it is probable the future costs will be incurred and such costs can be reasonably estimated. Current activity can differ, causing a change in estimates which could be material. 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, shareholder and other matters. We have entered into settlement agreements in certain cases, including with respect to putative collective and class actions, which are subject to court or other approvals, and which require compliance with the terms of the agreements. If one or more of our settlements are not finally approved and implemented, we could have additional or different exposure, which could be material. Subject to the paragraphs above, we do not expect any of these proceedings to have a material effect on our reputation, business, financial position, results of operations or cash flows; however, we can give no assurance that the results of any such proceedings will not materially affect our reputation, business, financial position, results of operations and cash flows. |
Goodwill And Intangible Assets
Goodwill And Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets [Abstract] | |
Goodwill And Intangible Assets | Note 7. Goodwill and Intangible Assets Goodwill and indefinite-lived intangible assets, primarily trade names, 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. During the third quarter of 2021, based on a change in business direction and outlook, we performed an interim goodwill impairment test for a small reporting unit. As a result of this test, we recorded a non-cash goodwill impairment charge of approximately $ 3 million, representing the full amount of goodwill associated with this reporting unit. There were no impairment charges recorded in the three and nine months ended September 30, 2020 . Customer relationships and Other intangible assets, which primarily includes trade names subject to amortization, are amortized over their respective useful lives. The table below summarizes the goodwill balances: (In millions) Balance as of December 31, 2020 $ 2,146 Acquisitions 57 Goodwill impairment ( 3 ) Impact of foreign exchange rates ( 9 ) Balance as of September 30, 2021 $ 2,192 The table below summarizes the other intangible asset balances: As of September 30, 2021 As of December 31, 2020 Accumulated Accumulated (In millions) Gross Amortization Net Gross Amortization Net Trade names (1) $ 888 $ — $ 888 $ 888 $ — $ 888 Customer relationships 665 ( 475 ) 190 650 ( 454 ) 196 Other 71 ( 48 ) 23 70 ( 43 ) 27 Total $ 1,625 $ ( 523 ) $ 1,101 $ 1,608 $ ( 497 ) $ 1,111 ___________________________________ (1) Not subject to amortization. For the existing intangible assets, we anticipate amortization expense for the remainder of 2021 and each of the next five years as follows: (In millions) 2021 2022 2023 2024 2025 2026 Amortization expense $ 10 $ 40 $ 35 $ 27 $ 22 $ 16 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Stock-Based Compensation [Abstract] | |
Stock-Based Compensation | Note 8. Stock-Based Compensation For each of the three months ended September 30, 2021 and 2020, we recognized stock-based compensation expense of $ 4 million ($ 3 million, net of tax) and $ 3 million ($ 3 million, net of tax), respectively. For the nine months ended September 30, 2021 and 2020, we recognized stock-based compensation expense of $ 15 million ($ 11 million, net of tax) and $ 13 million ($ 9 million, net of tax), respectively. These charges are recorded within Selling and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income. As of September 30, 2021 , there were $ 35 million of total unrecognized compensation costs related to non-vested stock options, restricted stock units (“RSUs”) and performance share units granted under the Amended and Restated Terminix Global Holdings, Inc. 2014 Omnibus Incentive Plan (the “Omnibus Incentive Plan”). These remaining costs are expected to be recognized over a weighted-average period of 1.83 years. On February 24, 2015, our board of directors approved and recommended for approval by our stockholders the Terminix Global Holdings, Inc. Employee Stock Purchase Plan (“Employee Stock Purchase Plan”), which became effective for offering periods commencing July 1, 2015. On April 27, 2015, our stockholders approved the Employee Stock Purchase Plan with a maximum of one million shares of common stock authorized for sale under the plan. On November 3, 2015, we filed a registration statement on Form S-8 under the Securities Act to register the one million shares of common stock that may be issued under the Employee Stock Purchase Plan and, as a result, all shares of common stock acquired under the Employee Stock Purchase Plan will be freely tradable under the Securities Act, unless purchased by our affiliates. Our Compensation Committee amended the Employee Stock Purchase Plan in February 2019 to allow for more frequent purchase periods and to change the allowed 10 percent discount to a company match of 10 percent of employee contributions. The authorized number of shares remaining in the Employee Stock Purchase Plan was not changed from 843,584 and the expiration date of the Employee Stock Purchase Plan was not changed from April 27, 2025 . As of September 30, 2021, there were 751,956 shares available for issuance under the Employee Stock Purchase Plan. |
Comprehensive (Loss) Income
Comprehensive (Loss) Income | 9 Months Ended |
Sep. 30, 2021 | |
Comprehensive (Loss) Income [Abstract] | |
Comprehensive (Loss) Income | Note 9. Comprehensive (Loss) Income Comprehensive (loss) income, which primarily includes net income, unrealized gains and losses on derivative instruments and the effect of foreign currency translation, is included in the Condensed Consolidated Statements of Operations and Comprehensive Income. During 2019 , we terminated our then-existing $ 650 million interest rate swap, receiving $ 12 million from the counterparty. The fair value of the terminated agreement is recorded within accumulated other comprehensive (loss) income on the Condensed Consolidated Statements of Financial Position and will be amortized into interest expense over the original term of the agreement. The remaining unamortized balance at September 30, 2021 was $ 5 million. The following tables summarize the activity in accumulated other comprehensive (loss) income, net of the related tax effects. Unrealized Gains Foreign (Losses) on Currency (In millions) Derivatives Translation Total Balance as of December 31, 2020 $ ( 16 ) $ ( 23 ) $ ( 39 ) Other comprehensive (loss) income before reclassifications: Pre-tax amount 33 ( 7 ) 26 Tax provision ( 5 ) — ( 5 ) After-tax amount 28 ( 7 ) 21 Amounts reclassified from accumulated other comprehensive (loss) income (1) ( 7 ) — ( 7 ) Amounts reclassified within accumulated other comprehensive (loss) income (2) ( 10 ) 10 — Net current period other comprehensive income 11 3 14 Balance as of September 30, 2021 $ ( 5 ) $ ( 20 ) $ ( 25 ) Balance as of December 31, 2019 $ 13 $ ( 5 ) $ 9 Other comprehensive (loss) income before reclassifications: Pre-tax amount ( 66 ) ( 7 ) ( 73 ) Tax provision 12 — 12 After-tax amount ( 54 ) ( 7 ) ( 61 ) Amounts reclassified from accumulated other comprehensive (loss) income (1) 3 — 3 Amounts reclassified within accumulated other comprehensive (loss) income (2) 17 ( 17 ) — Net current period other comprehensive loss ( 34 ) ( 24 ) ( 58 ) Balance as of September 30, 2020 $ ( 21 ) $ ( 29 ) $ ( 49 ) ___________________________________ (1) Amounts are net of tax. See reclassification out of accumulated other comprehensive income below for further details. (2) Represents reclassifications from our net investment hedge related to foreign currency exchange rate fluctuations. Reclassifications out of accumulated other comprehensive income included the following components for the periods indicated : Amounts Reclassified from Accumulated Other Comprehensive (Loss) Income Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2021 2020 2021 2020 Gains (losses) on derivatives: Fuel swap contracts $ 3 $ ( 1 ) $ 7 $ ( 3 ) Interest rate swap contracts ( 2 ) ( 1 ) ( 5 ) ( 2 ) Cross-currency interest rate swap 2 — 6 — Net gains (losses) on derivatives 4 ( 2 ) 8 ( 4 ) Impact of income taxes — 1 — 2 Total reclassifications for the period $ 3 $ ( 2 ) $ 7 $ ( 3 ) |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Sep. 30, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | Note 10. Supplemental Cash Flow Information Supplemental information relating to the Condensed Consolidated Statements of Cash Flows is presented in the following table. The non-cash lease transactions are described in Note 12. Nine Months Ended September 30, (In millions) 2021 2020 Cash paid for or (received from): Interest expense $ 41 $ 57 Interest and dividend income — ( 1 ) Income taxes, net of refunds 7 4 For the nine months ended September 30, 2021, cash paid for income taxes, net of refunds, of $ 7 million includes the utilization of $ 14 million of tax overpayments made related to the sale of the ServiceMaster Brands Divestiture Group, which is reported in Cash flows from discontinued operations on the Condensed Consolidated Statements of Cash Flows. Cash and Cash Equivalents and Restricted Cash at End of Period on the Condensed Consolidated Statements of Cash Flows consists of the following: As of September 30, (In millions) 2021 2020 Cash and cash equivalents $ 156 $ 288 Restricted cash 89 89 Total Cash and cash equivalents and Restricted cash $ 245 $ 377 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 2021 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | Note 11. Long-Term Debt Long-term debt is summarized in the following table: As of As of September 30, December 31, (In millions) 2021 2020 Senior secured term loan facility maturing in 2026 (1) $ 540 $ 539 Revolving credit facility maturing 2024 — — 7.45 % notes maturing in 2027 (2) 171 169 7.25 % notes maturing in 2038 (3) 41 41 Vehicle finance leases (4) 114 95 Other (5) 30 77 Less current portion (6) ( 52 ) ( 94 ) Total long-term debt $ 845 $ 826 __________________________________ (1) As of September 30, 2021 and December 31, 2020, presented net of $ 6 million and $ 7 million in unamortized debt issuance costs, respectively, and $ 1 million of unamortized original issue discount in each period. (2) As of September 30, 2021 and December 31, 2020, presented net of $ 15 million and $ 17 million, respectively of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates above. (3) As of both September 30, 2021 and December 31, 2020, presented net of $ 8 million of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates shown above. (4) We have entered into a fleet management services agreement (the “Fleet Agreement”) which, among other things, allows us to obtain fleet vehicles through a leasing program. All leases under the Fleet Agreement are finance 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 ranging from 1.54 % to 2.45 % . (5) Primarily represents future payments in connection with acquisitions. (6) We paid approximately $ 50 million of deferred purchase price and an earnout related to the 2018 purchase of Copesan in the second quarter of 2021. Interest Rate Swap The interest rate swap agreement in effect as of September 30, 2021 is as follows: Trade Date Effective Date Expiration Date Notional Amount Fixed Rate (1) Floating Rate November 5, 2019 November 5, 2019 November 5, 2026 $ 546 million 1.615 % 1.808 % (1) Before the application of the applicable borrowing margin. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Note 12. Leases We determine if an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use assets, Current portion of lease liability and Long-term lease liability on the Condensed Consolidated Statements of Financial Position. Finance leases are included in Property and equipment, net; Current portion of long-term debt and Long-term debt on the Condensed Consolidated Statements of Financial Position. As of September 30, 2021 and December 31, 2020, assets recorded under finance leases were $ 278 million and $ 249 million, respectively, and accumulated depreciation was $ 165 million and $ 155 million, respectively. The components of lease expense were as follows: Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2021 2020 2021 2020 Finance lease cost Depreciation of finance lease ROU assets $ 10 $ 10 $ 31 $ 29 Interest on finance lease liabilities 1 1 2 2 Operating lease cost 5 6 16 19 Variable lease cost — — 1 1 Sublease income ( 1 ) ( 1 ) ( 3 ) ( 2 ) Total lease cost $ 15 $ 16 $ 47 $ 49 Supplemental cash flow information and other information for leases was as follows: As of September 30, (In millions) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 18 $ 21 Operating cash flows for finance leases 2 2 Financing cash flows for finance leases 29 28 ROU assets obtained in exchange for lease obligations: Operating leases 10 3 Finance leases 49 23 Weighted Average Remaining Lease Term (in years): Operating leases 9.96 10.61 Finance leases 3.75 3.32 Weighted Average Discount Rate: Operating leases 5.24 % 5.64 % Finance leases 4.78 % 5.28 % As of September 30, 2021 and December 31, 2020 , there were $ 36 million and $ 35 million, respectively, of finance leases included within Current portion of long-term debt and $ 79 million and $ 60 million, respectively, of finance leases included within Long-term debt, respectively, on the Condensed Consolidated Statements of Financial Position. Future minimum lease payments under non-cancellable leases as of September 30, 2021 were as follows: (In millions) Operating Leases (1) Finance Leases Year ended December 31, 2021 (excluding the nine months ended September 30, 2021) $ 6 $ 14 2022 22 35 2023 18 28 2024 14 19 2025 12 14 Thereafter 74 10 Total future minimum lease payments 145 120 Less imputed interest ( 35 ) ( 6 ) Total $ 110 $ 114 ___________________________________ (1) Each year is presented net of approximately $ 3 million of projected annual sublease income from formerly owned frontdoor, inc. and ServiceMaster Brands for their subleases of our headquarters. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Acquisitions [Abstract] | |
Acquisitions | Note 13. Acquisitions Acquisitions have been accounted for as business combinations 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. During the nine months ended September 30, 2021, we used available cash on hand to fund an $ 86 million investment in acquisitions, which included $ 77 million for 13 tuck-in acquisitions. Another $ 8 million of deferred purchase price is due to the sellers between one year and three years from the acquisition dates. We also completed approximately $ 9 million of funding for a minority interest investment, approximately $ 8 million of which was included in Accrued liabilities‒Other on the Consolidated Statements of Financial Position as of December 31, 2020 . We recorded preliminary goodwill of $ 57 million and other intangibles, primarily customer relationships, of $ 24 million. The purchase price allocations for these acquisitions will be finalized no later than one year from the respective acquisition dates. For incomplete purchase price allocations, we are evaluating working capital balances, the intangible and tangible assets acquired and appropriate useful lives to assign to all assets, including intangibles. During the nine months ended September 30, 2020, we used available cash on hand to fund a $ 29 million investment in acquisitions, which included $ 12 million for nine tuck-in acquisitions, as well as $ 18 million for final funding for two pest management acquisitions and minority interests completed in 2019 that were included in Accrued liabilities—Other on the Consolidated Statements of Financial Position as of December 31, 2019. Another $ 3 million of deferred purchase price on the 2020 acquisitions is due to the sellers between one year and three years from the acquisition dates. As of September 30, 2020, we had recorded a preliminary value $ 10 million of goodwill for the 2020 acquisitions. As of September 30, 2021, upon completion of the purchase price allocations, we had recorded $ 7 million of goodwill for the 2020 acquisitions. During the nine months ended September 30, 2020, we also received $ 3 million from post-closing working capital adjustments related to acquisitions completed in 2019, and in the three months ended September 30, 2020, reversed $ 1 million of contingent consideration as the contingency was not met, which was recorded within Acquisition-related costs in the Condensed Consolidated Statements of Operations and Comprehensive Income. Supplemental cash flow information regarding the acquisitions was as follows: Nine Months Ended September 30, (In millions) 2021 2020 Assets acquired $ 87 $ 16 Liabilities assumed ( 1 ) — Net assets acquired $ 85 $ 16 Net cash paid $ 77 $ 11 Seller financed debt 8 5 Purchase price $ 85 $ 16 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Taxes [Abstract] | |
Income Taxes | Note 14. Income Taxes As required by ASC 740, “Income Taxes,” we compute interim period income taxes by applying an anticipated annual effective tax rate to our year-to-date income or loss from continuing operations before income taxes, except for significant unusual or infrequently occurring items. Our estimated tax rate is adjusted each quarter in accordance with ASC 740. The effective tax rate on income from continuing operations was 27.3 percent and ( 231.3 ) percent for the three months ended September 30, 2021 and 2020 , respectively. The effective tax rate on income from continuing operations was 27.9 percent and 61.8 percent for the nine months ended September 30, 2021 and 2020, respectively. The negative effective rate for the three months ended September 30, 2020 and the unusual high effective rate for the nine months ended September 30, 2020 was due to the Mobile Bay Formosan termite settlement. A significant portion of the settlement was considered non-deductible for income tax purposes. As of both September 30, 2021 and December 31, 2020, we had $ 14 million of tax benefits primarily reflected in U.S. Federal and 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 $ 2 million as the result of settlements of ongoing audits, statute of limitation expirations or final settlements of uncertain tax positions in multiple jurisdictions. Our policy is to recognize interest income, interest expense and penalties related to our tax positions within the tax provision. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements [Abstract] | |
Fair Value Measurements | Note 15. 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 in interest and net investment income in the Condensed Consolidated Statements of Operations and Comprehensive Income. The carrying amount of total debt was $ 897 million and $ 920 million, and the estimated fair value was $ 975 million and $ 989 million as of September 30, 2021 and December 31, 2020, respectively. The fair value of our 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 us as of September 30, 2021 and December 31, 2020. We have estimated the fair value of our financial instruments measured at fair value on a recurring basis using the market and income approaches. For deferred compensation trust assets and derivative contracts, which are carried at their fair values, our 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. We regularly review the forward price curves obtained from third-party market data providers and related changes in fair value for reasonableness utilizing information available to us from other published sources. Cross-currency interest rate swaps are valued using forward foreign currency exchange rates 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 foreign exchange rate between the U.S. dollar and Swedish krona as of each settlement date and applying the difference between the two rates to the notional amount of the investment in the cross-currency interest rate swap contracts. Changes in the fair value of the interest rate swap contracts, fuel swap contracts and cross-currency interest rate swap designated as a net investment hedge are recorded within Accumulated other comprehensive (loss) income on the Condensed Consolidated Statements of Financial Position. Changes in the fair value of the cross-currency interest rate swap designated as a cash flow hedge are recorded within Selling and administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income, offsetting foreign currency fluctuations on the hedged instrument. Interest accruals and coupon payments are recognized directly in interest expense, thus reflecting a Swedish krona fixed rate. Upon discontinuation of the net investment hedge, the changes in spot value and any amounts excluded from the assessment of hedge effectiveness that have not been recognized in earnings will remain within CTA until the hedged net investment is sold, diluted, or liquidated. We have not changed our 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 three month periods ended September 30, 2021 and 2020. The carrying amount and estimated fair value of our financial instruments that are recorded at fair value on a recurring basis for the periods presented were 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, 2021: Financial Assets: Deferred compensation trust Long-term marketable securities $ 15 $ 15 $ — $ — Fuel swap contracts Prepaid expenses and other assets and Other assets 4 — — 4 Total financial assets $ 19 $ 15 $ — $ 4 Financial Liabilities: Cross-currency interest rate swap Other long-term obligations, primarily self-insured claims $ 9 $ — $ 9 $ — Net investment hedge Other long-term obligations, primarily self-insured claims 15 — 15 — Interest rate swap contract Accrued liabilities—Other and Other long-term obligations, primarily self-insured claims 16 — 16 — Total financial liabilities $ 39 $ — $ 39 $ — As of December 31, 2020: Financial Assets: Deferred compensation trust assets Long-term marketable securities $ 14 $ 14 $ — $ — Fuel swap contracts Prepaid expenses and other assets and Other assets 3 — — 3 Total financial assets $ 18 $ 14 $ — $ 3 Financial Liabilities: Cross-currency interest rate swap Other long-term obligations, primarily self-insured claims $ 15 $ — $ 15 $ — Net investment hedge Other long-term obligations, primarily self-insured claims 23 — 23 — Interest rate swap contract Accrued liabilities—Other and Other long-term obligations, primarily self-insured claims 34 — 34 — Total financial liabilities $ 72 $ — $ 72 $ — 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, 2020 $ 3 Total gains (losses) (realized and unrealized) Included in earnings 7 Cost of services rendered and products sold Included in other comprehensive income — Settlements ( 7 ) Balance as of September 30, 2021 $ 4 Balance as of December 31, 2019 $ 1 Total gains (losses) (realized and unrealized) Included in earnings 2 Cost of services rendered and products sold Included in other comprehensive income ( 2 ) Settlements — Balance as of September 30, 2020 $ — The following tables present information relating to the significant unobservable inputs of our Level 3 financial instruments: Fair Value Valuation Weighted (in millions) Technique Unobservable Input Range Average As of September 30, 2021: Fuel swap contracts $ 4 Discounted Cash Flows Forward Unleaded Price per Gallon (1) $ 2.96 - $ 3.31 $ 3.16 As of December 31, 2020: Fuel swap contracts $ 3 Discounted Cash Flows Forward Unleaded Price per Gallon (1) $ 2.20 - $ 2.58 $ 2.44 ___________________________________ (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. As of September 30, 2021, we had fuel swap contracts to pay fixed prices for fuel with an aggregate notional amount of $ 28 million, maturing through 2022. Under the terms of our fuel swap contracts, we are 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, 2021, we had posted $ 2 million in letters of credit as collateral under our 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. 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 9 to the condensed consolidated financial statements for the effective portion of the gain or loss on derivative instruments recorded in accumulated other comprehensive income and for the amounts reclassified out of accumulated other comprehensive income 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 expected to be recognized in earnings is a loss of $ 2 million, net of tax, as of September 30, 2021 . 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, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 16. Earnings Per Share Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period, increased to include the number of shares of common stock that would have been outstanding had potential dilutive shares of common stock been issued. The dilutive effect of stock options, RSUs and performance share units are reflected in diluted earnings 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) 2021 2020 2021 2020 Income (loss) from continuing operations $ 38 $ ( 21 ) $ 119 $ 20 Weighted-average common shares outstanding 124.3 132.0 127.6 132.9 Effect of dilutive securities: RSUs (1) 0.3 — 0.3 0.1 Stock options (1)(2) 0.1 — 0.2 — Weighted-average common shares outstanding—assuming dilution 124.7 132.0 128.1 133.1 Basic earnings (loss) per share from continuing operations $ 0.31 $ ( 0.17 ) $ 0.93 $ 0.14 Diluted earnings (loss) per share from continuing operations $ 0.31 $ ( 0.17 ) $ 0.93 $ 0.14 ___________________________________ (1) Securities are not included in the table in periods when antidilutive due to losses incurred in the period. For the three months ended September 30, 2020, weighted average potentially dilutive shares from RSUs of 0.2 million and from stock options of 0.1 million were excluded from the dilutive loss per share calculation due to the antidilutive effect such shares would have had on net loss per share. (2) Options to purchase 0.1 million and 1.4 million of shares for the three months ended September 30, 2021, and 2020, respectively, and 0.1 million and 1.4 million shares for the nine months ended September 30, 2021, and 2020, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive. |
Significant Accounting Polici_2
Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2021 | |
Significant Accounting Policies [Abstract] | |
Adoption Of New Accounting Standards | Adoption of New Accounting Standards In December 2019, the FASB issued ASU No. 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ,” which simplifies the accounting for income taxes by removing certain exceptions. We adopted this ASU on January 1, 2021, including the applicable retrospective and prospective provisions therein. The adoption of this ASU did not have a material impact on our consolidated condensed financial statements as of September 30, 2021. In November 2020, the SEC issued Rule 33-10890, “ Management’s Discussion and Analysis, Selected Financial Data, and Supplementary Financial Information .” This rule could be early adopted in its entirety as of February 10, 2021. The rule modernized, simplified and enhanced financial statement disclosures required by Regulation S-K. We early adopted all the provisions in the rule as of February 10, 2021, which primarily resulted in the elimination of duplicative disclosure of legal matters and improved discussions within management’s discussion and analysis. We have reviewed all other recently issued, but not yet effective, accounting pronouncements and do not expect the future adoption of any such pronouncements will have a material impact on our financial condition or the results of our operations. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenues[Abstract] | |
Disaggregation Of Revenue | Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2021 2020 2021 2020 Major service line Residential Pest Management $ 199 $ 193 $ 557 $ 534 Commercial Pest Management 144 140 414 388 Termite and Home Services 156 151 510 502 Sales of Products and Other 31 28 81 78 Total $ 530 $ 512 $ 1,562 $ 1,502 |
Revenue By Geographic Area | Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2021 2020 2021 2020 United States $ 495 $ 482 $ 1,463 $ 1,423 International 35 30 99 79 Total $ 530 $ 512 $ 1,562 $ 1,502 |
Movement In Deferred Revenue | (In millions) Deferred revenue Balance as of December 31, 2020 $ 102 Deferral of revenue 118 Recognition of deferred revenue ( 115 ) Balance as of September 30, 2021 $ 105 Balance as of December 31, 2019 $ 92 Deferral of revenue 89 Recognition of deferred revenue ( 89 ) Balance as of September 30, 2020 $ 92 |
Restructuring And Other Charg_2
Restructuring And Other Charges (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring And Other Charges [Abstract] | |
Schedule Of Restructuring Charges | Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2021 2020 2021 2020 Severance $ 1 $ 1 $ 6 $ 6 Other (1) 1 2 4 8 Total restructuring charges $ 2 $ 2 $ 10 $ 14 ___________________________________ (1) Primarily owned building and operating lease right-of-use asset impairment charges, costs to simplify our back-office and align as a singularly focused pest management company and other exit costs. |
Schedule Of Reconciliation Of The Beginning And Ending Balances Of Accrued Restructuring Charges | Accrued Accrued Total Accrued Severance Other Restructuring (In millions) Charges Charges Charges Balance as of December 31, 2020 $ 2 $ — $ 2 Costs incurred 6 4 10 Costs paid or otherwise settled ( 5 ) ( 4 ) ( 9 ) Balance as of September 30, 2021 $ 3 $ — $ 3 Balance as of December 31, 2019 $ 1 $ 1 $ 1 Costs incurred 6 8 14 Costs paid or otherwise settled ( 5 ) ( 7 ) ( 12 ) Balance as of September 30, 2020 $ 2 $ 2 $ 4 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations [Abstract] | |
Schedule Of Operating Results Of Discontinued Operations | Three Months Ended Nine Months Ended (In millions) September 30, 2020 September 30, 2020 Revenue $ 71 $ 198 Cost of services rendered and products sold 32 93 Operating expenses (1) 20 53 Income before income taxes 18 53 Provision for income taxes 4 13 Net earnings from discontinued operations $ 14 $ 40 ___________________________________ (1) Includes $ 9 million and $ 18 million of professional fees and other costs incurred in connection with the strategic evaluation and ultimate sale in the three and nine months ended September 30, 2020 . |
Schedule Of Cash Flows Of Discontinued Operations | Nine Months Ended (In millions) September 30, 2020 Depreciation $ — Amortization — Capital expenditures ( 1 ) |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Self-Insured Claims, Net [Member] | |
Commitments and Contingencies [Line Items] | |
Schedule Of Reconciliation Of Beginning And Ending Accrued Claims | Accrued Self-insured (In millions) Claims, Net Balance as of December 31, 2020 $ 126 Provision for self-insured claims 29 Cash payments ( 21 ) Balance as of September 30, 2021 $ 134 Balance as of December 31, 2019 $ 111 Provision for self-insured claims 35 Cash payments ( 21 ) Balance as of September 30, 2020 $ 125 |
Litigated Claims And Non-Litigated Claims [Member] | |
Commitments and Contingencies [Line Items] | |
Schedule Of Reconciliation Of Beginning And Ending Accrued Claims | Accrued Termite Damage (In millions) Claims Balance as of December 31, 2020 $ 72 Provision for termite damage claims 47 Cash payments ( 49 ) Balance as of September 30, 2021 $ 69 Balance as of December 31, 2019 $ 80 Provision for termite damage claims 41 Cash payments ( 42 ) Balance as of September 30, 2020 $ 79 |
Goodwill And Intangible Assets
Goodwill And Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets [Abstract] | |
Schedule Of Goodwill Balances For Continuing Operations By Reportable Segment And For Other Operations And Headquarters | (In millions) Balance as of December 31, 2020 $ 2,146 Acquisitions 57 Goodwill impairment ( 3 ) Impact of foreign exchange rates ( 9 ) Balance as of September 30, 2021 $ 2,192 |
Schedule Of Other Intangible Asset Balances For Continuing Operations | As of September 30, 2021 As of December 31, 2020 Accumulated Accumulated (In millions) Gross Amortization Net Gross Amortization Net Trade names (1) $ 888 $ — $ 888 $ 888 $ — $ 888 Customer relationships 665 ( 475 ) 190 650 ( 454 ) 196 Other 71 ( 48 ) 23 70 ( 43 ) 27 Total $ 1,625 $ ( 523 ) $ 1,101 $ 1,608 $ ( 497 ) $ 1,111 ___________________________________ (1) Not subject to amortization. |
Schedule Of Anticipated Amortization Expense Of Intangible Assets | (In millions) 2021 2022 2023 2024 2025 2026 Amortization expense $ 10 $ 40 $ 35 $ 27 $ 22 $ 16 |
Comprehensive (Loss) Income (Ta
Comprehensive (Loss) Income (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Comprehensive (Loss) Income [Abstract] | |
Summary Of The Activity In Other Comprehensive Income (Loss), Net Of The Related Tax Effects | Unrealized Gains Foreign (Losses) on Currency (In millions) Derivatives Translation Total Balance as of December 31, 2020 $ ( 16 ) $ ( 23 ) $ ( 39 ) Other comprehensive (loss) income before reclassifications: Pre-tax amount 33 ( 7 ) 26 Tax provision ( 5 ) — ( 5 ) After-tax amount 28 ( 7 ) 21 Amounts reclassified from accumulated other comprehensive (loss) income (1) ( 7 ) — ( 7 ) Amounts reclassified within accumulated other comprehensive (loss) income (2) ( 10 ) 10 — Net current period other comprehensive income 11 3 14 Balance as of September 30, 2021 $ ( 5 ) $ ( 20 ) $ ( 25 ) Balance as of December 31, 2019 $ 13 $ ( 5 ) $ 9 Other comprehensive (loss) income before reclassifications: Pre-tax amount ( 66 ) ( 7 ) ( 73 ) Tax provision 12 — 12 After-tax amount ( 54 ) ( 7 ) ( 61 ) Amounts reclassified from accumulated other comprehensive (loss) income (1) 3 — 3 Amounts reclassified within accumulated other comprehensive (loss) income (2) 17 ( 17 ) — Net current period other comprehensive loss ( 34 ) ( 24 ) ( 58 ) Balance as of September 30, 2020 $ ( 21 ) $ ( 29 ) $ ( 49 ) ___________________________________ (1) Amounts are net of tax. See reclassification out of accumulated other comprehensive income below for further details. (2) Represents reclassifications from our net investment hedge related to foreign currency exchange rate fluctuations. |
Schedule Of Reclassifications Out Of Accumulated Other Comprehensive Income (Loss) | Amounts Reclassified from Accumulated Other Comprehensive (Loss) Income Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2021 2020 2021 2020 Gains (losses) on derivatives: Fuel swap contracts $ 3 $ ( 1 ) $ 7 $ ( 3 ) Interest rate swap contracts ( 2 ) ( 1 ) ( 5 ) ( 2 ) Cross-currency interest rate swap 2 — 6 — Net gains (losses) on derivatives 4 ( 2 ) 8 ( 4 ) Impact of income taxes — 1 — 2 Total reclassifications for the period $ 3 $ ( 2 ) $ 7 $ ( 3 ) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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) 2021 2020 Cash paid for or (received from): Interest expense $ 41 $ 57 Interest and dividend income — ( 1 ) Income taxes, net of refunds 7 4 |
Summary Of Cash And Cash Equivalents And Restricted Cash | As of September 30, (In millions) 2021 2020 Cash and cash equivalents $ 156 $ 288 Restricted cash 89 89 Total Cash and cash equivalents and Restricted cash $ 245 $ 377 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Long-Term Debt [Abstract] | |
Schedule Of Long-Term Debt | As of As of September 30, December 31, (In millions) 2021 2020 Senior secured term loan facility maturing in 2026 (1) $ 540 $ 539 Revolving credit facility maturing 2024 — — 7.45 % notes maturing in 2027 (2) 171 169 7.25 % notes maturing in 2038 (3) 41 41 Vehicle finance leases (4) 114 95 Other (5) 30 77 Less current portion (6) ( 52 ) ( 94 ) Total long-term debt $ 845 $ 826 __________________________________ (1) As of September 30, 2021 and December 31, 2020, presented net of $ 6 million and $ 7 million in unamortized debt issuance costs, respectively, and $ 1 million of unamortized original issue discount in each period. (2) As of September 30, 2021 and December 31, 2020, presented net of $ 15 million and $ 17 million, respectively of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates above. (3) As of both September 30, 2021 and December 31, 2020, presented net of $ 8 million of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates shown above. (4) We have entered into a fleet management services agreement (the “Fleet Agreement”) which, among other things, allows us to obtain fleet vehicles through a leasing program. All leases under the Fleet Agreement are finance 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 ranging from 1.54 % to 2.45 % . (5) Primarily represents future payments in connection with acquisitions. (6) We paid approximately $ 50 million of deferred purchase price and an earnout related to the 2018 purchase of Copesan in the second quarter of 2021. |
Schedule of Interest Rate Swap Agreements | Trade Date Effective Date Expiration Date Notional Amount Fixed Rate (1) Floating Rate November 5, 2019 November 5, 2019 November 5, 2026 $ 546 million 1.615 % 1.808 % (1) Before the application of the applicable borrowing margin. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Components Of Lease Expense | Three Months Ended Nine Months Ended September 30, September 30, (In millions) 2021 2020 2021 2020 Finance lease cost Depreciation of finance lease ROU assets $ 10 $ 10 $ 31 $ 29 Interest on finance lease liabilities 1 1 2 2 Operating lease cost 5 6 16 19 Variable lease cost — — 1 1 Sublease income ( 1 ) ( 1 ) ( 3 ) ( 2 ) Total lease cost $ 15 $ 16 $ 47 $ 49 |
Supplemental Cash Flow Information And Other Information For Leases | As of September 30, (In millions) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 18 $ 21 Operating cash flows for finance leases 2 2 Financing cash flows for finance leases 29 28 ROU assets obtained in exchange for lease obligations: Operating leases 10 3 Finance leases 49 23 Weighted Average Remaining Lease Term (in years): Operating leases 9.96 10.61 Finance leases 3.75 3.32 Weighted Average Discount Rate: Operating leases 5.24 % 5.64 % Finance leases 4.78 % 5.28 % |
Future Minimum Lease Payments Under Non-Cancellable Leases | (In millions) Operating Leases (1) Finance Leases Year ended December 31, 2021 (excluding the nine months ended September 30, 2021) $ 6 $ 14 2022 22 35 2023 18 28 2024 14 19 2025 12 14 Thereafter 74 10 Total future minimum lease payments 145 120 Less imputed interest ( 35 ) ( 6 ) Total $ 110 $ 114 ___________________________________ (1) Each year is presented net of approximately $ 3 million of projected annual sublease income from formerly owned frontdoor, inc. and ServiceMaster Brands for their subleases of our headquarters. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Acquisitions [Abstract] | |
Schedule Of Supplemental Cash Flow Information Regarding Acquisitions | Nine Months Ended September 30, (In millions) 2021 2020 Assets acquired $ 87 $ 16 Liabilities assumed ( 1 ) — Net assets acquired $ 85 $ 16 Net cash paid $ 77 $ 11 Seller financed debt 8 5 Purchase price $ 85 $ 16 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
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, 2021: Financial Assets: Deferred compensation trust Long-term marketable securities $ 15 $ 15 $ — $ — Fuel swap contracts Prepaid expenses and other assets and Other assets 4 — — 4 Total financial assets $ 19 $ 15 $ — $ 4 Financial Liabilities: Cross-currency interest rate swap Other long-term obligations, primarily self-insured claims $ 9 $ — $ 9 $ — Net investment hedge Other long-term obligations, primarily self-insured claims 15 — 15 — Interest rate swap contract Accrued liabilities—Other and Other long-term obligations, primarily self-insured claims 16 — 16 — Total financial liabilities $ 39 $ — $ 39 $ — As of December 31, 2020: Financial Assets: Deferred compensation trust assets Long-term marketable securities $ 14 $ 14 $ — $ — Fuel swap contracts Prepaid expenses and other assets and Other assets 3 — — 3 Total financial assets $ 18 $ 14 $ — $ 3 Financial Liabilities: Cross-currency interest rate swap Other long-term obligations, primarily self-insured claims $ 15 $ — $ 15 $ — Net investment hedge Other long-term obligations, primarily self-insured claims 23 — 23 — Interest rate swap contract Accrued liabilities—Other and Other long-term obligations, primarily self-insured claims 34 — 34 — Total financial liabilities $ 72 $ — $ 72 $ — |
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, 2020 $ 3 Total gains (losses) (realized and unrealized) Included in earnings 7 Cost of services rendered and products sold Included in other comprehensive income — Settlements ( 7 ) Balance as of September 30, 2021 $ 4 Balance as of December 31, 2019 $ 1 Total gains (losses) (realized and unrealized) Included in earnings 2 Cost of services rendered and products sold Included in other comprehensive income ( 2 ) Settlements — Balance as of September 30, 2020 $ — |
Schedule Of Level 3 Financial Instruments | Fair Value Valuation Weighted (in millions) Technique Unobservable Input Range Average As of September 30, 2021: Fuel swap contracts $ 4 Discounted Cash Flows Forward Unleaded Price per Gallon (1) $ 2.96 - $ 3.31 $ 3.16 As of December 31, 2020: Fuel swap contracts $ 3 Discounted Cash Flows Forward Unleaded Price per Gallon (1) $ 2.20 - $ 2.58 $ 2.44 ___________________________________ (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, 2021 | |
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) 2021 2020 2021 2020 Income (loss) from continuing operations $ 38 $ ( 21 ) $ 119 $ 20 Weighted-average common shares outstanding 124.3 132.0 127.6 132.9 Effect of dilutive securities: RSUs (1) 0.3 — 0.3 0.1 Stock options (1)(2) 0.1 — 0.2 — Weighted-average common shares outstanding—assuming dilution 124.7 132.0 128.1 133.1 Basic earnings (loss) per share from continuing operations $ 0.31 $ ( 0.17 ) $ 0.93 $ 0.14 Diluted earnings (loss) per share from continuing operations $ 0.31 $ ( 0.17 ) $ 0.93 $ 0.14 ___________________________________ (1) Securities are not included in the table in periods when antidilutive due to losses incurred in the period. For the three months ended September 30, 2020, weighted average potentially dilutive shares from RSUs of 0.2 million and from stock options of 0.1 million were excluded from the dilutive loss per share calculation due to the antidilutive effect such shares would have had on net loss per share. (2) Options to purchase 0.1 million and 1.4 million of shares for the three months ended September 30, 2021, and 2020, respectively, and 0.1 million and 1.4 million shares for the nine months ended September 30, 2021, and 2020, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive. |
Basis Of Presentation (Narrativ
Basis Of Presentation (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2021segment | |
Basis Of Presentation [Abstract] | |
Number of reportable segments | 1 |
Revenues (Narrative) (Details)
Revenues (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||||||
Deferred revenue | $ 105 | $ 105 | $ 102 | |||
Revenue recognized | 14 | $ 11 | $ 63 | $ 51 | ||
Contract with customer asset term | 1 year | |||||
Contract asset | $ 26 | $ 26 | $ 27 | |||
Nomor [Member] | ||||||
Disaggregation of Revenue [Line Items] | ||||||
Deferred revenue | $ 12 | $ 12 | $ 15 |
Revenues (Disaggregation Of Rev
Revenues (Disaggregation Of Revenue) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 530 | $ 512 | $ 1,562 | $ 1,502 |
Residential Pest Management [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 199 | 193 | 557 | 534 |
Commercial Pest Management [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 144 | 140 | 414 | 388 |
Termite and Home Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 156 | 151 | 510 | 502 |
Sales of Products and Other [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 31 | $ 28 | $ 81 | $ 78 |
Revenues (Revenue By Geographic
Revenues (Revenue By Geographic Area) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 530 | $ 512 | $ 1,562 | $ 1,502 |
United States [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 495 | 482 | 1,463 | 1,423 |
International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 35 | $ 30 | $ 99 | $ 79 |
Revenues (Movement In Deferred
Revenues (Movement In Deferred Revenue) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues[Abstract] | ||
Balance at beginning of period | $ 102 | $ 92 |
Deferral of revenue | 118 | 89 |
Recognition of deferred revenue | (115) | (89) |
Balance at end of period | $ 105 | $ 92 |
Restructuring And Other Charg_3
Restructuring And Other Charges (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Charges | $ 2 | $ 2 | $ 10 | $ 14 | |
Restructuring charges, net of tax | 1 | 2 | 8 | 10 | |
Other Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Charges | [1] | $ 1 | $ 2 | $ 4 | $ 8 |
[1] | Primarily owned building and operating lease right-of-use asset impairment charges, costs to simplify our back-office and align as a singularly focused pest management company and other exit costs. |
Restructuring And Other Charg_4
Restructuring And Other Charges (Schedule Of Restructuring Charges) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Charges | $ 2 | $ 2 | $ 10 | $ 14 | |
Severance [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Charges | 1 | 1 | 6 | 6 | |
Other Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Charges | [1] | $ 1 | $ 2 | $ 4 | $ 8 |
[1] | Primarily owned building and operating lease right-of-use asset impairment charges, costs to simplify our back-office and align as a singularly focused pest management company and other exit costs. |
Restructuring And Other Charg_5
Restructuring And Other Charges (Schedule Of Reconciliation Of The Beginning And Ending Balances Of Accrued Restructuring Charges) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Restructuring Cost and Reserve [Line Items] | |||||
Balance at the beginning of the period | $ 2 | $ 1 | |||
Costs incurred | $ 2 | $ 2 | 10 | 14 | |
Costs paid or otherwise settled | (9) | (12) | |||
Balance at the end of the period | 3 | 4 | 3 | 4 | |
Severance [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Balance at the beginning of the period | 2 | 1 | |||
Costs incurred | 1 | 1 | 6 | 6 | |
Costs paid or otherwise settled | (5) | (5) | |||
Balance at the end of the period | 3 | 2 | 3 | 2 | |
Other Costs [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Balance at the beginning of the period | 1 | ||||
Costs incurred | [1] | $ 1 | 2 | 4 | 8 |
Costs paid or otherwise settled | $ (4) | (7) | |||
Balance at the end of the period | $ 2 | $ 2 | |||
[1] | Primarily owned building and operating lease right-of-use asset impairment charges, costs to simplify our back-office and align as a singularly focused pest management company and other exit costs. |
Discontinued Operations (Narrat
Discontinued Operations (Narrative) (Details) - ServiceMaster Brands [Member] - USD ($) $ in Millions | Oct. 01, 2020 | Sep. 30, 2021 | Sep. 30, 2021 |
Details of assets and liabilities and operating results of discontinued operations | |||
Sale of business, consideration received | $ 1,541 | ||
Gain on discontinued operations | $ 494 | ||
Transition Service Agreement, Fees Recorded During Period | $ 2 | $ 8 | |
Transition Service Agreement Fees, Rental Income, And Other Cost | $ 1 | $ 4 |
Discontinued Operations (Schedu
Discontinued Operations (Schedule Of Operating Results Of Discontinued Operations) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Operating results of discontinued operations | |||||
Revenue | $ 71 | $ 198 | |||
Cost of services rendered and products sold | 32 | 93 | |||
Operating expenses | [1] | 20 | 53 | ||
Income before income taxes | 18 | 53 | |||
Provision for income taxes | 4 | 13 | |||
Net earnings from discontinued operations | $ 0 | 14 | $ 0 | 40 | |
Professional fees and other costs incurred | $ 9 | $ 18 | |||
[1] | Includes $ 9 million and $ 18 million of professional fees and other costs incurred in connection with the strategic evaluation and ultimate sale in the three and nine months ended September 30, 2020 . |
Discontinued Operations (Sche_2
Discontinued Operations (Schedule Of Cash Flows Of Discontinued Operations) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Discontinued Operations [Abstract] | |
Depreciation | |
Amortization | |
Capital expenditures | $ (1) |
Commitments And Contingencies_2
Commitments And Contingencies (Narrative) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Loss Contingencies [Line Items] | ||||||
Charge recorded in period | $ 0 | $ 49,000,000 | $ 4,000,000 | $ 49,000,000 | ||
Mobile Bay Formosan [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Litigation payments | 8,000,000 | |||||
Consumer fund amount | $ 25,000,000 | |||||
Litigation Settlement, Amount | $ 19,000,000 | |||||
Charge recorded in period | $ 0 | $ 4,000,000 | $ 4,000,000 | $ 49,000,000 |
Commitments And Contingencies_3
Commitments And Contingencies (Schedule Of Reconciliation Of Beginning And Ending Accrued Self-Insured Claims) (Details) - Accrued Self-Insured Claims, Net [Member] - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Commitments and Contingencies [Line Items] | ||
Balance at the beginning of the period | $ 126 | $ 111 |
Provision for self-insured claims | 29 | 35 |
Cash payments | (21) | (21) |
Balance at the end of the period | $ 134 | $ 125 |
Commitments And Contingencies_4
Commitments And Contingencies (Schedule Of Reconciliation Of Beginning And Ending Accrued Litigated Claims And Non-Litigated Claims) (Details) - Litigated Claims And Non-Litigated Claims [Member] - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Commitments and Contingencies [Line Items] | ||
Balance at the beginning of the period | $ 72 | $ 80 |
Provision for termite damage claims | 47 | 41 |
Cash payments | (49) | (42) |
Balance at the end of the period | $ 69 | $ 79 |
Goodwill And Intangible Asset_2
Goodwill And Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2020 | |
Goodwill And Intangible Assets [Abstract] | |||
Goodwill and trade name impairment | $ 3 | $ 0 | $ 0 |
Goodwill And Intangible Asset_3
Goodwill And Intangible Assets (Schedule Of Goodwill Balances For Continuing Operations By Reportable Segment And For Other Operations And Headquarters) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Goodwill balances by segment for continuing operations | ||||
Balance at the beginning of the period | $ 2,146 | |||
Acquisitions | 57 | |||
Goodwill impairment | $ (3) | $ 0 | (3) | $ 0 |
Impact of foreign exchange rates | (9) | |||
Balance at the end of the period | $ 2,192 | $ 2,192 |
Goodwill And Intangible Asset_4
Goodwill And Intangible Assets (Schedule Of Other Intangible Asset Balances For Continuing Operations) (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | |
Finite Lived and Indefinite Lived Intangible Assets by Major Class [Line Items] | |||
Gross | $ 1,625 | $ 1,608 | |
Accumulated Amortization | (523) | (497) | |
Net | 1,101 | 1,111 | |
Customer Relationships [Member] | |||
Finite Lived and Indefinite Lived Intangible Assets by Major Class [Line Items] | |||
Gross | 665 | 650 | |
Accumulated Amortization | (475) | (454) | |
Net | 190 | 196 | |
Other Intangible Assets [Member] | |||
Finite Lived and Indefinite Lived Intangible Assets by Major Class [Line Items] | |||
Gross | 71 | 70 | |
Accumulated Amortization | (48) | (43) | |
Net | 23 | 27 | |
Trade Names [Member] | |||
Finite Lived and Indefinite Lived Intangible Assets by Major Class [Line Items] | |||
Gross | [1] | 888 | 888 |
Net | [1] | $ 888 | $ 888 |
[1] | Not subject to amortization. |
Goodwill And Intangible Asset_5
Goodwill And Intangible Assets (Schedule Of Anticipated Amortization Expense Of Intangible Assets) (Details) $ in Millions | Sep. 30, 2021USD ($) |
Goodwill And Intangible Assets [Abstract] | |
Amortization expense, 2021 | $ 10 |
Amortization expense, 2022 | 40 |
Amortization expense, 2023 | 35 |
Amortization expense, 2024 | 27 |
Amortization expense, 2025 | 22 |
Amortization expense, 2026 | $ 16 |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) $ in Millions | Feb. 24, 2015 | Feb. 28, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Nov. 03, 2015 | Apr. 27, 2015 |
Stock-Based Compensation [Line Items] | ||||||||
Stock-based compensation expense | $ 4 | $ 3 | $ 15 | $ 13 | ||||
Stock-based compensation expense, net of tax | 3 | $ 3 | 11 | $ 9 | ||||
Total unrecognized compensation costs related to non-vested stock options and restricted share units | $ 35 | $ 35 | ||||||
Weighted-average period of recognition of stock-based compensation cost | 1 year 9 months 29 days | |||||||
Percent of current fair market value, discount eligible employees may purchase common stock | 10.00% | |||||||
Employee Stock Purchase Plan, maximum number of shares of common stock authorized for sale | 1,000,000 | |||||||
Employee stock plan, shares remaining in ESPP | 843,584 | |||||||
Expiration date for ESPP | Apr. 27, 2025 | |||||||
Maximum [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Percent of current fair market value, discount eligible employees may purchase common stock | 10.00% | |||||||
Employee Stock Purchase Plan, maximum number of shares of common stock authorized for sale | 1,000,000 | |||||||
Employee Stock Purchase Plan [Member] | ||||||||
Stock-Based Compensation [Line Items] | ||||||||
Number of shares of available for issuance | 751,956 | 751,956 |
Comprehensive (Loss) Income (Na
Comprehensive (Loss) Income (Narrative) (Details) - Interest Rate Swap Contract [Member] - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2021 | |
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 650 | $ 546 |
Amount Received From Terminated Interest Rate Swap | $ 12 | |
Interest rate swap, remaining unamortized amount | $ 5 |
Comprehensive (Loss) Income (Su
Comprehensive (Loss) Income (Summary Of The Activity In Other Comprehensive Income (Loss), Net Of The Related Tax Effects) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Balance at the beginning of period | $ (39) | $ 9 | $ (39) | $ 9 | |||||
Other comprehensive (loss) income before reclassifications: | |||||||||
Pre-tax amount | 26 | (73) | |||||||
Tax provision | (5) | 12 | |||||||
After-tax amount | 21 | (61) | |||||||
Amounts reclassified from accumulated other comprehensive (loss) income | [1] | (7) | 3 | ||||||
Net current period other comprehensive income (loss) | $ (3) | $ (5) | 22 | $ (10) | $ 1 | (50) | 14 | (58) | |
Balance at the end of period | (25) | (49) | (25) | (49) | |||||
Unrealized Gains (Losses) On Derivatives [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Balance at the beginning of period | (16) | 13 | (16) | 13 | |||||
Other comprehensive (loss) income before reclassifications: | |||||||||
Pre-tax amount | 33 | (66) | |||||||
Tax provision | (5) | 12 | |||||||
After-tax amount | 28 | (54) | |||||||
Amounts reclassified from accumulated other comprehensive (loss) income | [1] | (7) | 3 | ||||||
Amount reclassified within accumulated other comprehensive (loss) income | [2] | (10) | 17 | ||||||
Net current period other comprehensive income (loss) | 11 | (34) | |||||||
Balance at the end of period | (5) | (21) | (5) | (21) | |||||
Foreign Currency Translation [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Balance at the beginning of period | $ (23) | $ (5) | (23) | (5) | |||||
Other comprehensive (loss) income before reclassifications: | |||||||||
Pre-tax amount | (7) | (7) | |||||||
After-tax amount | (7) | (7) | |||||||
Amount reclassified within accumulated other comprehensive (loss) income | [2] | 10 | (17) | ||||||
Net current period other comprehensive income (loss) | 3 | (24) | |||||||
Balance at the end of period | $ (20) | $ (29) | $ (20) | $ (29) | |||||
[1] | Amounts are net of tax. See reclassification out of accumulated other comprehensive income below for further details. | ||||||||
[2] | Represents reclassifications from our net investment hedge related to foreign currency exchange rate fluctuations. |
Comprehensive (Loss) Income (Sc
Comprehensive (Loss) Income (Schedule Of Reclassifications Out Of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||
Impact of income taxes | $ (14) | $ (15) | $ (45) | $ (31) | ||||
Net Income (Loss) | 38 | $ 54 | $ 27 | (7) | $ 53 | $ 14 | 119 | 61 |
Amount Reclassified From Accumulated Other Comprehensive (Loss) Income [Member] | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||
Net gains (losses) on derivatives | 4 | (2) | 8 | (4) | ||||
Impact of income taxes | 1 | 2 | ||||||
Net Income (Loss) | 3 | (2) | 7 | (3) | ||||
Amount Reclassified From Accumulated Other Comprehensive (Loss) Income [Member] | Fuel Swap Contracts [Member] | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||
Net gains (losses) on derivatives | 3 | (1) | 7 | (3) | ||||
Amount Reclassified From Accumulated Other Comprehensive (Loss) Income [Member] | Interest Rate Swap Contract [Member] | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||
Net gains (losses) on derivatives | (2) | (1) | (5) | (2) | ||||
Amount Reclassified From Accumulated Other Comprehensive (Loss) Income [Member] | Cross-Currency Interest Rate Swap [Member] | ||||||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||||||
Net gains (losses) on derivatives | $ 2 | $ 6 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash paid for or (received from): | ||
Income taxes, net of refunds | $ 7 | $ 4 |
Tax overpayments | $ 14 |
Supplemental Cash Flow Inform_4
Supplemental Cash Flow Information (Schedule Of Supplemental Information Relating To The Unaudited Condensed Consolidated Statements Of Cash Flows) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash paid for or (received from): | ||
Interest expense | $ 41 | $ 57 |
Interest and dividend income | (1) | |
Income taxes, net of refunds | $ 7 | $ 4 |
Supplemental Cash Flow Inform_5
Supplemental Cash Flow Information (Summary Of Cash And Cash Equivalents And Restricted Cash) (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Supplemental Cash Flow Information [Abstract] | |||
Cash and cash equivalents | $ 156 | $ 615 | $ 288 |
Restricted cash | 89 | $ 89 | 89 |
Total Cash and cash equivalents and Restricted cash | $ 245 | $ 377 |
Long-Term Debt (Schedule Of Lon
Long-Term Debt (Schedule Of Long-Term Debt) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | ||
Long-term debt [Line Items] | ||||
Vehicle finance leases | [1] | $ 114 | $ 95 | |
Less current portion | [2] | (52) | (94) | |
Total long-term debt | $ 845 | 826 | ||
Fleet Agreement [Member] | ||||
Long-term debt [Line Items] | ||||
Variable rate basis | one-month LIBOR | |||
Senior Secured Term Loan Facility Maturing In 2026 [Member] | Secured Debt [Member] | ||||
Long-term debt [Line Items] | ||||
Long-term debt | [3] | $ 540 | 539 | |
Unamortized debt issuance costs | 6 | 7 | ||
Unamortized original issue discount | 1 | 1 | ||
5.125% Notes Maturing In 2024 [Member] | Notes [Member] | ||||
Long-term debt [Line Items] | ||||
Unamortized debt issuance costs | 15 | 17 | ||
7.45% notes maturing in 2027 [Member] | Notes [Member] | ||||
Long-term debt [Line Items] | ||||
Long-term debt | [4] | $ 171 | $ 169 | |
Interest rate (as a percent) | 7.45% | 7.45% | ||
7.25% notes maturing in 2038 [Member] | Notes [Member] | ||||
Long-term debt [Line Items] | ||||
Long-term debt | [5] | $ 41 | $ 41 | |
Interest rate (as a percent) | 7.25% | 7.25% | ||
Notes 7.45%, And 7.25% Collectively [Member] | Notes [Member] | ||||
Long-term debt [Line Items] | ||||
Unamortized fair value adjustments related to purchase accounting | $ 8 | $ 8 | ||
Other [Member] | ||||
Long-term debt [Line Items] | ||||
Long-term debt | [6] | $ 30 | $ 77 | |
Minimum [Member] | Fleet Agreement [Member] | ||||
Long-term debt [Line Items] | ||||
Borrowing margin (as a percent) | 1.54% | |||
Maximum [Member] | Fleet Agreement [Member] | ||||
Long-term debt [Line Items] | ||||
Borrowing margin (as a percent) | 2.45% | |||
Copesan Services, Inc. (“Copesan”) [Member] | ||||
Long-term debt [Line Items] | ||||
Paid deferred purchase price | $ 50 | |||
[1] | We have entered into a fleet management services agreement (the “Fleet Agreement”) which, among other things, allows us to obtain fleet vehicles through a leasing program. All leases under the Fleet Agreement are finance 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 ranging from 1.54 % to 2.45 % . | |||
[2] | We paid approximately $ 50 million of deferred purchase price and an earnout related to the 2018 purchase of Copesan in the second quarter of 2021. | |||
[3] | As of September 30, 2021 and December 31, 2020, presented net of $ 6 million and $ 7 million in unamortized debt issuance costs, respectively, and $ 1 million of unamortized original issue discount in each period. | |||
[4] | As of September 30, 2021 and December 31, 2020, presented net of $ 15 million and $ 17 million, respectively of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates above. | |||
[5] | As of both September 30, 2021 and December 31, 2020, presented net of $ 8 million of unamortized fair value adjustments related to purchase accounting, which increases the effective interest rate from the coupon rates shown above. | |||
[6] | Primarily represents future payments in connection with acquisitions. |
Long-Term Debt (Schedule Of Int
Long-Term Debt (Schedule Of Interest Rate Swap Agreements) (Details) - Interest Rate Swap Contract [Member] - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2019 | ||
Derivative [Line Items] | |||
Derivative, Trade Date | Nov. 5, 2019 | ||
Derivative, Effective Date | Nov. 5, 2019 | ||
Derivative, Expiration Date | Nov. 5, 2026 | ||
Aggregate notional amount | $ 546 | $ 650 | |
Fixed Rate | [1] | 1.615% | |
Floating Rate | 1.808% | ||
[1] | Trade Date Effective Date Expiration Date Notional Amount Fixed Rate (1) Floating Rate November 5, 2019 November 5, 2019 November 5, 2026 $ 546 million 1.615 % 1.808 % (1) Before the application of the applicable borrowing margin. |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Assets recorded under finance leases | $ 278 | $ 249 |
Finance Lease, Accumulated Depreciation | 165 | 155 |
Finance lease, liability, current | $ 36 | $ 35 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | Long-term Debt, Current Maturities | Long-term Debt, Current Maturities |
Finance lease, liability, noncurrent | $ 79 | $ 60 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Long-term Debt and Capital Lease Obligations | Long-term Debt and Capital Lease Obligations |
Leases (Components Of Lease Exp
Leases (Components Of Lease Expense) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Depreciation of finance lease ROU assets | $ 10 | $ 10 | $ 31 | $ 29 |
Interest on finance lease liabilities | 1 | 1 | 2 | 2 |
Operating lease cost | 5 | 6 | 16 | 19 |
Variable lease cost | 1 | 1 | ||
Sublease income | (1) | (1) | (3) | (2) |
Total lease cost | $ 15 | $ 16 | $ 47 | $ 49 |
Leases (Supplemental Cash Flow
Leases (Supplemental Cash Flow Information And Other Information For Leases) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 18 | $ 21 |
Operating cash flows for finance leases | 2 | 2 |
Financing cash flows for finance leases | 29 | 28 |
ROU assets obtained in exchange for lease obligations: Operating leases | 10 | 3 |
ROU assets obtained in exchange for lease obligations: Finance leases | $ 49 | $ 23 |
Weighted Average Remaining Lease Term (in years): Operating leases | 9 years 11 months 15 days | 10 years 7 months 9 days |
Weighted Average Remaining Lease Term (in years): Finance leases | 3 years 9 months | 3 years 3 months 25 days |
Weighted Average Discount Rate: Operating leases | 5.24% | 5.64% |
Weighted Average Discount Rate: Finance leases | 4.78% | 5.28% |
Leases (Future Minimum Lease Pa
Leases (Future Minimum Lease Payments Under Non-Cancellable Leases) (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating Leases, 2021 (excluding the nine months ended September 30, 2021) | [1] | $ 6 | |
Operating Leases, 2022 | [1] | 22 | |
Operating Leases, 2023 | [1] | 18 | |
Operating Leases, 2024 | [1] | 14 | |
Operating Leases, 2025 | [1] | 12 | |
Operating Leases, Thereafter | [1] | 74 | |
Operating Leases, Total future minimum lease payments | [1] | 145 | |
Operating Leases, Less imputed interest | [1] | (35) | |
Operating Leases, Total | [1] | 110 | |
Finance Leases, 2021 (excluding the nine months ended September 30, 2021) | 14 | ||
Finance Leases, 2022 | 35 | ||
Finance Leases, 2023 | 28 | ||
Finance Leases, 2024 | 19 | ||
Finance Leases, 2025 | 14 | ||
Finance Leases, Thereafter | 10 | ||
Finance Leases, Total future minimum lease payments | 120 | ||
Finance Leases, Less imputed interest | (6) | ||
Finance Leases, Total | [2] | 114 | $ 95 |
Expected sublease income, amount expected each year | $ 3 | ||
[1] | Each year is presented net of approximately $ 3 million of projected annual sublease income from formerly owned frontdoor, inc. and ServiceMaster Brands for their subleases of our headquarters. | ||
[2] | We have entered into a fleet management services agreement (the “Fleet Agreement”) which, among other things, allows us to obtain fleet vehicles through a leasing program. All leases under the Fleet Agreement are finance 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 ranging from 1.54 % to 2.45 % . |
Acquisitions (Narrative) (Detai
Acquisitions (Narrative) (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)item | Sep. 30, 2020USD ($)item | Dec. 31, 2020USD ($) | |
Acquisitions [Line Items] | ||||
Contingent consideration | $ 3 | $ 8 | $ 3 | |
Business acquisitions, net of cash acquired | 86 | 29 | ||
Post-closing working capital adjustment received | 3 | |||
Accrued liabilities, other | 94 | $ 99 | ||
Goodwill | 2,192 | 2,146 | ||
Contingent consideration, reversed amount, contingency not met | 1 | |||
Customer Relationships [Member] | ||||
Acquisitions [Line Items] | ||||
Other intangibles related to acquisitions | $ 24 | |||
9 Tuck-In Pest Control [Member] | ||||
Acquisitions [Line Items] | ||||
Business acquisitions, net of cash acquired | $ 12 | |||
13 Tuck-In Pest Control [Member] | ||||
Acquisitions [Line Items] | ||||
Number of Businesses Acquired | item | 13 | |||
Business acquisitions, net of cash acquired | $ 77 | |||
Two Pest Management [Member] | ||||
Acquisitions [Line Items] | ||||
Number of Businesses Acquired | item | 2 | |||
Business acquisitions, net of cash acquired | $ 18 | |||
The 2021 Acquisitions [Member] | ||||
Acquisitions [Line Items] | ||||
Goodwill | 57 | |||
The 2020 Acquisitions [Member] | ||||
Acquisitions [Line Items] | ||||
Goodwill | $ 10 | 7 | $ 10 | |
Minority Investment [Member] | ||||
Acquisitions [Line Items] | ||||
Business acquisitions, net of cash acquired | $ 9 | |||
Accrued liabilities, other | $ 8 | |||
Minimum [Member] | ||||
Acquisitions [Line Items] | ||||
Contingent consideration, term | 1 year | 1 year | ||
Maximum [Member] | ||||
Acquisitions [Line Items] | ||||
Contingent consideration, term | 3 years | 3 years | ||
Period from acquisition, purchase price allocation will be completed | 1 year |
Acquisitions (Schedule Of Suppl
Acquisitions (Schedule Of Supplemental Cash Flow Information Regarding Acquisitions) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Supplemental cash flow information regarding acquisitions | ||
Assets acquired | $ 87 | $ 16 |
Liabilities assumed | (1) | |
Net assets acquired | 85 | 16 |
Net cash paid | 77 | 11 |
Seller financed debt | 8 | 5 |
Purchase price | $ 85 | $ 16 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Taxes [Abstract] | |||||
Effective tax rate on income from continuing operations (as a percent) | 27.30% | (231.30%) | 27.90% | 61.80% | |
Unrecognized tax benefits that would impact effective tax rate if recognized | $ 14 | $ 14 | $ 14 | ||
Unrecognized tax benefits, reasonably possible decrease within the next 12 months | $ 2 | $ 2 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Letters of credit posted as collateral under fuel hedging program | $ 2 | |
Carrying Value [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Long term debt and capital lease obligation | 897 | $ 920 |
Estimated Fair Value [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Fair value of total debt | 975 | $ 989 |
Fuel Swap Contracts [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Aggregate notional amount | 28 | |
Maximum [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Hedging gains and losses in accumulated other comprehensive income expected to be recognized in earnings, net of tax | $ (2) |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule Of The Carrying Amount And Estimated Fair Value Of The Company's Financial Instruments That Are Recorded At Fair Value On A Recurring Basis) (Details) - Recurring [Member] - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Quoted Prices In Active Markets (Level 1) [Member] | ||
Financial Assets: | ||
Deferred compensation trust | $ 15 | $ 14 |
Total financial assets | 15 | 14 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Financial Assets: | ||
Total financial liabilities | 39 | 72 |
Significant Other Observable Inputs (Level 2) [Member] | Cross-Currency Interest Rate Swap [Member] | ||
Financial Assets: | ||
Derivative contracts | 9 | 15 |
Significant Other Observable Inputs (Level 2) [Member] | Net Investment Hedge [Member] | ||
Financial Assets: | ||
Derivative contracts | 15 | 23 |
Significant Other Observable Inputs (Level 2) [Member] | Interest Rate Swap Contract [Member] | ||
Financial Assets: | ||
Derivative contracts | 16 | 34 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Financial Assets: | ||
Total financial assets | 4 | 3 |
Significant Unobservable Inputs (Level 3) [Member] | Fuel Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative asset, current | 4 | 3 |
Carrying Value [Member] | ||
Financial Assets: | ||
Deferred compensation trust | 15 | 14 |
Total financial assets | 19 | 18 |
Total financial liabilities | 39 | 72 |
Carrying Value [Member] | Cross-Currency Interest Rate Swap [Member] | ||
Financial Assets: | ||
Derivative contracts | 9 | 15 |
Carrying Value [Member] | Net Investment Hedge [Member] | ||
Financial Assets: | ||
Derivative contracts | 15 | 23 |
Carrying Value [Member] | Fuel Swap Contracts [Member] | ||
Financial Assets: | ||
Derivative asset, current | 4 | 3 |
Carrying Value [Member] | Interest Rate Swap Contract [Member] | ||
Financial Assets: | ||
Derivative contracts | $ 16 | $ 34 |
Fair Value Measurements (Sche_2
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, 2021 | Sep. 30, 2020 | |
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 | $ 3 | $ 1 |
Total gains (losses) (realized and unrealized) | ||
Included in earnings | 7 | 2 |
Included in other comprehensive income | (2) | |
Settlements | (7) | |
Balance at the end of the period | $ 4 |
Fair Value Measurements (Sche_3
Fair Value Measurements (Schedule Of Level 3 Financial Instruments) (Details) - Fuel Swap Contracts [Member] $ in Millions | Sep. 30, 2021USD ($)$ / gal | Dec. 31, 2020USD ($)$ / gal | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | |
Information relating to the significant unobservable inputs of Level 3 financial instruments | |||||
Fair value | $ | $ 4 | $ 3 | $ 1 | ||
Discounted Cash Flows [Member] | Minimum [Member] | |||||
Information relating to the significant unobservable inputs of Level 3 financial instruments | |||||
Forward Unleaded Price per Gallon (in dollars per gallon) | [1] | 2.96 | 2.20 | ||
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] | 3.31 | 2.58 | ||
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) | 3.16 | 2.44 | |||
[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, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Income (loss) from continuing operations | $ 38 | $ (21) | $ 119 | $ 20 | |
Weighted-average common shares outstanding | 124.3 | 132 | 127.6 | 132.9 | |
Effect of dilutive securities: | |||||
Weighted-average common shares outstanding-assuming dilution | 124.7 | 132 | 128.1 | 133.1 | |
Basic earnings (loss) per share from continuing operations (in dollars per share) | $ 0.31 | $ (0.17) | $ 0.93 | $ 0.14 | |
Diluted earnings (loss) per share from continuing operations (in dollars per share) | $ 0.31 | $ (0.17) | $ 0.93 | $ 0.14 | |
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 0.1 | 1.4 | 0.1 | 1.4 | |
RSUs [Member] | |||||
Effect of dilutive securities: | |||||
Dilutive securities | [1] | 0.3 | 0.3 | 0.1 | |
Dilutive securities excluded from computation of earnings Per Share Amount | 0.2 | ||||
Antidilutive securities excluded from computation of diluted earnings per share (in shares) | 0.1 | ||||
Stock Options [Member] | |||||
Effect of dilutive securities: | |||||
Dilutive securities | [1],[2] | 0.1 | 0.2 | ||
[1] | Securities are not included in the table in periods when antidilutive due to losses incurred in the period. For the three months ended September 30, 2020, weighted average potentially dilutive shares from RSUs of 0.2 million and from stock options of 0.1 million were excluded from the dilutive loss per share calculation due to the antidilutive effect such shares would have had on net loss per share. | ||||
[2] | Options to purchase 0.1 million and 1.4 million of shares for the three months ended September 30, 2021, and 2020, respectively, and 0.1 million and 1.4 million shares for the nine months ended September 30, 2021, and 2020, respectively, were not included in the diluted earnings per share calculation because their effect would have been anti-dilutive. |