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Delaware
Delaware
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06-1522496
86-0933835
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(States of Incorporation)
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(I.R.S. Employer Identification Nos.)
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100 First Stamford Place, Suite 700,
Stamford, Connecticut
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06902
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on
Which Registered
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Common Stock, $.01 par value, of United Rentals, Inc.
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New York Stock Exchange
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Large Accelerated Filer
þ
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Accelerated Filer
o
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Non-Accelerated Filer
o
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Smaller Reporting Company
o
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10-K Part
and Item No. |
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Page No.
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PART I
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Item 1
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Item 1A
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Item 1B
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Item 2
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Item 3
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Item 4
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PART II
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Item 5
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Item 6
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Item 7
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Item 7A
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Item 8
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Item 9
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Item 9A
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Item 9B
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PART III
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Item 10
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Item 11
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Item 12
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Item 13
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Item 14
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PART IV
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Item 15
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•
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the possibility that RSC Holdings Inc. ("RSC") or other companies that we have acquired or may acquire, in our specialty business or otherwise, could have undiscovered liabilities or involve other unexpected costs, may strain our management capabilities or may be difficult to integrate;
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•
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a change in the pace of the recovery in our end markets; our business is cyclical and highly sensitive to North American construction and industrial activities; although we have recently experienced an upturn in rental activity, there is no certainty this trend will continue; if the pace of the recovery slows or construction activity declines, our revenues and, because many of our costs are fixed, our profitability may be adversely affected;
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•
|
our significant indebtedness (which totaled
$7.2
billion at
December 31, 2013
) requires us to use a substantial portion of our cash flow for debt service and can constrain our flexibility in responding to unanticipated or adverse business conditions;
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•
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inability to refinance our indebtedness at terms that are favorable to us, or at all;
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•
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incurrence of additional debt, which could exacerbate the risks associated with our current level of indebtedness;
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•
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noncompliance with financial or other covenants in our debt agreements, which could result in our lenders terminating our credit facilities and requiring us to repay outstanding borrowings;
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•
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restrictive covenants and amount of borrowings permitted in our debt instruments, which can limit our financial and operational flexibility;
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•
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inability to benefit from government spending, including spending associated with infrastructure projects;
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•
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fluctuations in the price of our common stock and inability to complete stock repurchases in the time frame and/or on the terms anticipated;
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•
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rates we charge and time utilization we achieve being less than anticipated;
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•
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inability to manage credit risk adequately or to collect on contracts with a large number of customers;
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•
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inability to access the capital that our businesses or growth plans may require;
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•
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incurrence of impairment charges;
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•
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the fact that our holding company structure requires us to depend in part on distributions from subsidiaries and such distributions could be limited by contractual or legal restrictions;
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•
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increases in our loss reserves to address business operations or other claims and any claims that exceed our established levels of reserves;
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•
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incurrence of additional expenses (including indemnification obligations) and other costs in connection with litigation, regulatory and investigatory matters;
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•
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the outcome or other potential consequences of regulatory matters and commercial litigation;
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•
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shortfalls in our insurance coverage;
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•
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our charter provisions as well as provisions of certain debt agreements and our significant indebtedness may have the effect of making more difficult or otherwise discouraging, delaying or deterring a takeover or other change of control of us;
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•
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turnover in our management team and inability to attract and retain key personnel;
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•
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costs we incur being more than anticipated, and the inability to realize expected savings in the amounts or time frames planned;
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•
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dependence on key suppliers to obtain equipment and other supplies for our business on acceptable terms;
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•
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inability to sell our new or used fleet in the amounts, or at the prices, we expect;
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•
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competition from existing and new competitors;
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•
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disruptions in our information technology systems;
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•
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the costs of complying with environmental, safety and foreign law and regulations;
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•
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labor disputes, work stoppages or other labor difficulties, which may impact our productivity, and potential enactment of new legislation or other changes in law affecting our labor relations or operations generally;
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•
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increases in our maintenance and replacement costs and/or decreases in the residual value of our equipment; and
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•
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other factors discussed under Item 1A-Risk Factors, and elsewhere in this annual report.
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•
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General construction and industrial equipment
, such as backhoes, skid-steer loaders, forklifts, earthmoving equipment and materials handling equipment. In
2013
,
2012
and
2011
, respectively, general construction and industrial equipment accounted for approximately
44
percent,
45 percent
and
41 percent
of our equipment rental revenue;
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•
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Aerial work platforms,
such as boom lifts and scissor lifts. In
2013
,
2012
and
2011
, respectively, aerial work platforms accounted for approximately
36
percent,
36 percent
and
39 percent
of our equipment rental revenue;
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•
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General tools and light equipment
, such as pressure washers, water pumps and power tools. In
2013
,
2012
and
2011
, respectively, general tools and light equipment accounted for approximately
9
percent,
9 percent
and
8 percent
of our equipment rental revenue;
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•
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Power and HVAC (heating, ventilating and air conditioning) equipment
, such as portable diesel generators, electrical distribution equipment, and temperature control equipment. In
2013
,
2012
and
2011
, power and HVAC equipment accounted for approximately
6
percent of our equipment rental revenue; and
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•
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Trench safety equipment
, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work. In
2013
,
2012
and
2011
, respectively, trench safety equipment accounted for approximately
5
percent,
4 percent
and
6 percent
of our equipment rental revenue.
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•
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An increasing proportion of revenue derived from key accounts, a group that includes national accounts and strategic accounts, among others;
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•
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A consistently superior standard of service to customers, often provided through a single point of contact;
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•
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A targeted presence in industrial and specialty rental markets; and
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•
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Positioning ourselves as a single-source provider of total jobsite solutions through our extensive product and service resources and technology offerings.
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•
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A
4.2
percent increase in rental rates on a pro forma basis (that is, assuming United Rentals and RSC were combined for full year 2012);
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•
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A
22.1
percent increase in the volume of OEC on rent, which reflects the impact of the RSC acquisition, increased capital expenditures on rental fleet and improved asset productivity;
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•
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Strong time utilization on a significantly larger fleet. Time utilization was
68.2
percent and
67.5
percent for
2013
and
2012
, respectively;
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•
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61
percent of equipment rental revenue derived from key accounts in
2013
, as compared to 60 percent in
2012
on a pro forma basis. Key accounts are each managed by a single point of contact to enhance customer service;
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•
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42
percent of equipment rental revenue derived from national accounts in
2013
and in
2012
on a pro forma basis. National accounts, a subset of key accounts, are generally defined as customers with potential annual equipment rental spend of at least $500,000 or customers doing business in multiple locations;
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•
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Continued investment in our higher margin trench safety, power and HVAC (also referred to as "specialty") segment with an increase of
16
specialty rental locations in
2013
, comprised of
11
in the United States and
5
in Canada;
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•
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A
1.3
percentage point improvement in selling, general and administrative expenses as a percentage of revenue. The improvement in our SG&A performance reflects, in part, the cost synergies we realized from the merger with RSC, estimated to be approximately $
110 million
in
2013
; and
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•
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Approximately $
126 million
of additional synergies recognized in cost of equipment rentals, after which the total estimated synergies were $
236 million
.
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•
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The further optimization of our customer mix and fleet mix,
with a dual objective: to enhance our performance in serving our current customer base, and to focus on the accounts and customer types that are best suited to our strategy for profitable growth. We believe these efforts will lead to even better service of our target accounts, primarily large construction and industrial customers, as well as select local contractors. Our fleet teams will use similar analyses to identify trends in equipment categories and define action plans that can generate improved returns;
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•
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The implementation of “Lean” management techniques, including kaizen processes focused on continuous improvement, through a program we call Operation United 2
. Having completed eight branch pilots in late 2013, we are now in the early stages of launching this program across our branch network, with the objectives of: reducing the cycle time associated with renting our equipment to customers; improving invoice accuracy and service quality; reducing the elapsed time for equipment pickup and delivery; and improving the effectiveness and efficiency of our repair and maintenance operations; and
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•
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The continued expansion of our trench safety, power and HVAC footprint, as well as our tools offering, and the cross-selling of these services throughout our network
. We plan to open at least
10
specialty rental branches and
3
tool hubs in
2014
, to further position United Rentals as a single source provider of total jobsite solutions.
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•
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Industrial and other non-construction rentals represented approximately
50
percent of our rental revenue, primarily reflecting rentals to manufacturers, energy companies, chemical companies, paper mills, railroads, shipbuilders, utilities, retailers and infrastructure entities;
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•
|
Commercial construction rentals represented approximately
46
percent of our rental revenue, primarily reflecting rentals related to the construction and remodeling of facilities for office space, lodging, healthcare and other commercial purposes; and
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•
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Residential rentals represented approximately
four
percent of our rental revenue, primarily reflecting rentals of equipment for the construction and renovation of homes.
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•
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Equipment Sharing Among Branches
. We generally group our branches into districts of five to 10 locations that are in the same geographic area. Our districts are generally grouped into regions of five to seven districts. Each branch within a region can access equipment located elsewhere in the region. This sharing increases equipment utilization because equipment that is idle at one branch can be marketed and rented through other branches. Additionally, fleet sharing allows us to be more disciplined with our capital spend.
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•
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Customer Care Center
. We have a Customer Care Center ("CCC") with locations in Tampa, Florida and Charlotte, North Carolina that handles all 1-800-UR-RENTS telephone calls. The CCC handles many of the 1-800-UR-RENTS telephone calls without having to route them to individual branches, and allows us to provide a more uniform quality experience to customers, manage fleet sharing more effectively and free up branch employee time.
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•
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Consolidation of Common Functions
. We reduce costs through the consolidation of functions that are common to our branches, such as accounts payable, payroll, benefits and risk management, information technology and credit and collection.
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•
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enabling us to better serve National Account customers with multiple locations;
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•
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helping us achieve favorable resale prices by allowing us to access used equipment resale markets across North America; and
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•
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reducing our dependence on any particular customer.
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•
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construction companies that use equipment for constructing and renovating commercial buildings, warehouses, industrial and manufacturing plants, office parks, airports, residential developments and other facilities;
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•
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industrial companies—such as manufacturers, chemical companies, paper mills, railroads, ship builders and utilities—that use equipment for plant maintenance, upgrades, expansion and construction;
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•
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municipalities that require equipment for a variety of purposes; and
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•
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homeowners and other individuals that use equipment for projects that range from simple repairs to major renovations.
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•
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enable branch personnel to (i) determine equipment availability, (ii) access all equipment within a geographic region and arrange for equipment to be delivered from anywhere in the region directly to the customer, (iii) monitor business activity on a real-time basis and (iv) obtain customized reports on a wide range of operating and financial data, including equipment utilization, rental rate trends, maintenance histories and customer transaction histories;
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•
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permit customers to access their accounts online; and
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•
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allow management to obtain a wide range of operational and financial data.
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•
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a decrease in expected levels of infrastructure spending;
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•
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a lack of availability of credit;
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•
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an increase in the cost of construction materials;
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•
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an increase in interest rates;
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•
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adverse weather conditions, which may temporarily affect a particular region; or
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•
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terrorism or hostilities involving the United States or Canada.
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•
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increasing our vulnerability to, and limiting our flexibility to plan for, or react to, adverse economic, industry or competitive developments;
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•
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making it more difficult to pay or refinance our debts as they become due during periods of adverse economic, financial market or industry conditions;
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•
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requiring us to devote a substantial portion of our cash flow to debt service, reducing the funds available for other purposes, including funding working capital, capital expenditures, acquisitions, execution of our growth strategy and other general corporate purposes, or otherwise constraining our financial flexibility;
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•
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restricting our ability to move operating cash flows to Holdings.
URNA’s payment capacity is restricted under the covenants in the indentures governing its outstanding indebtedness
;
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•
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affecting our ability to obtain additional financing for working capital, acquisitions or other purposes, particularly since substantially all of our tangible assets are subject to security interests relating to existing indebtedness;
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•
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decreasing our profitability or cash flow;
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•
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causing us to be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions;
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•
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causing us to be disadvantaged compared to competitors with less debt and lower debt service requirements;
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•
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resulting in a downgrade in our credit rating or the credit ratings of any of the indebtedness of our subsidiaries which could increase the cost of further borrowings;
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•
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requiring our debt to become due and payable upon a change in control; and
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•
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limiting our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes.
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•
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reducing or delaying capital expenditures;
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•
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limiting our growth;
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•
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seeking additional capital;
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•
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selling assets; or
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•
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restructuring or refinancing our indebtedness.
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•
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unrecorded liabilities of acquired companies and unidentified issues that we fail to discover during our due diligence investigations or that are not subject to indemnification or reimbursement by the seller;
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•
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greater than expected expenses such as the need to obtain additional debt or equity financing for any transaction;
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•
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unfavorable accounting treatment and unexpected increases in taxes;
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•
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adverse effects on our ability to maintain relationships with customers, employees and suppliers;
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•
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inherent risk associated with entering a geographic area or line of business in which we have no or limited experience;
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•
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difficulty in assimilating the operations and personnel of an acquired company within our existing operations, including the consolidation of corporate and administrative functions;
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•
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difficulty in integrating marketing, information technology and other systems;
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•
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difficulty in conforming standards, controls, procedures and policies, business cultures and compensation structures;
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•
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difficulty in identifying and eliminating redundant and underperforming operations and assets;
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•
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loss of key employees of the acquired company;
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•
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operating inefficiencies that have a negative impact on profitability;
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•
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impairment of goodwill or other acquisition-related intangible assets;
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•
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failure to achieve anticipated synergies or receiving an inadequate return of capital; and
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•
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strains on management and other personnel time and resources to evaluate, negotiate and integrate acquisitions.
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•
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the seasonal rental patterns of our customers, with rental activity tending to be lower in the winter;
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•
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changes in the size of our rental fleet and/or in the rate at which we sell our used equipment;
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•
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changes in private non-residential construction spending or government funding for infrastructure and other construction projects;
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•
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changes in demand for, or utilization of, our equipment or in the prices we charge due to changes in economic conditions, competition or other factors;
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•
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commodity price pressures and the resultant increase in the cost of fuel and steel to our equipment suppliers, which can result in increased equipment costs for us;
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•
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other cost fluctuations, such as costs for employee-related compensation and healthcare benefits;
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•
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labor shortages, work stoppages or other labor difficulties;
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•
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potential enactment of new legislation affecting our operations or labor relations;
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•
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completion of acquisitions, divestitures or recapitalizations;
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•
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increases in interest rates and related increases in our interest expense and our debt service obligations;
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•
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the possible need, from time to time, to record goodwill impairment charges or other write-offs or charges due to a variety of occurrences, such as the adoption of new accounting standards, the impairment of assets, rental location divestitures, dislocation in the equity and/or credit markets, consolidations or closings, restructurings, the refinancing of existing indebtedness or the buy-out of equipment leases; and
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•
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currency risks and other risks associated with international operations.
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•
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announcements of developments related to our business;
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•
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market perceptions of any proposed merger or acquisition and the likelihood of our involvement in other merger and acquisition activity;
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•
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variations in our revenues, gross margins, earnings or other financial results from investors’ expectations;
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•
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departure of key personnel;
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•
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purchases or sales of large blocks of our stock by institutional investors or transactions by insiders;
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•
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fluctuations in the results of our operations and general conditions in the economy, our market, and the markets served by our customers;
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•
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investor perceptions of the equipment rental industry in general and our Company in particular;
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•
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expectations regarding our share repurchase program; and
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•
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the operating and stock performance of comparable companies or related industries.
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•
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our insurance policies, reflecting a program structure that we believe reflects market conditions for companies our size, are often subject to significant deductibles or self-insured retentions: $
2
million per occurrence for each general liability or automobile liability claim, and $
1
million per occurrence for each workers’ compensation claim;
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•
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our director and officer liability insurance policy has no deductible for individual non-indemnifiable loss, but is subject to a $
2.5
million deductible for company reimbursement coverage; further, most of our director and officer coverage is subject to certain exclusions;
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•
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we do not currently maintain Company-wide stand-alone coverage for environmental liability (other than legally required coverage), since we believe the cost for such coverage is high relative to the benefit it provides; and
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•
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certain types of claims, such as claims for punitive damages or for damages arising from intentional misconduct, which are often alleged in third party lawsuits, might not be covered by our insurance.
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•
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the market price for new equipment of a like kind;
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•
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wear and tear on the equipment relative to its age and the performance of preventive maintenance;
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•
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the time of year that it is sold;
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•
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the supply of used equipment on the market;
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•
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the existence and capacities of different sales outlets;
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•
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the age of the equipment at the time it is sold;
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•
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worldwide and domestic demand for used equipment; and
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•
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general economic conditions.
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Item 1B.
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Unresolved Staff Comments
|
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Item 2.
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Properties
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United States
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|
Ÿ
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Alabama (GR 20, TPH 3)
|
Ÿ
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Maine (GR 2)
|
Ÿ
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Ohio (GR 14, TPH 3)
|
|
Ÿ
|
Alaska (GR 2)
|
Ÿ
|
Maryland (GR 9, TPH 3)
|
Ÿ
|
Oklahoma (GR 21, TPH 2)
|
|
Ÿ
|
Arizona (GR 16, TPH 3)
|
Ÿ
|
Massachusetts (GR 6, TPH 2)
|
Ÿ
|
Oregon (GR 10, TPH 1)
|
|
Ÿ
|
Arkansas (GR 11)
|
Ÿ
|
Michigan (GR 4)
|
Ÿ
|
Pennsylvania (GR 14, TPH 1)
|
|
Ÿ
|
California (GR 60, TPH 13)
|
Ÿ
|
Minnesota (GR 8, TPH 1)
|
Ÿ
|
Rhode Island (GR 1)
|
|
Ÿ
|
Colorado (GR 12, TPH 2)
|
Ÿ
|
Mississippi (GR 10)
|
Ÿ
|
South Carolina (GR 12, TPH 3)
|
|
Ÿ
|
Connecticut (GR 6, TPH 1)
|
Ÿ
|
Missouri (GR 12, TPH 3)
|
Ÿ
|
South Dakota (GR 2)
|
|
Ÿ
|
Delaware (GR 2)
|
Ÿ
|
Montana (GR 1)
|
Ÿ
|
Tennessee (GR 17, TPH 3)
|
|
Ÿ
|
Florida (GR 24, TPH 8)
|
Ÿ
|
Nebraska (GR 4, TPH 1)
|
Ÿ
|
Texas (GR 91, TPH 14)
|
|
Ÿ
|
Georgia (GR 23, TPH 2)
|
Ÿ
|
Nevada (GR 4, TPH 3)
|
Ÿ
|
Utah (GR 2, TPH 1)
|
|
Ÿ
|
Idaho (GR 2)
|
Ÿ
|
New Hampshire (GR 1, TPH 1)
|
Ÿ
|
Vermont (GR 1)
|
|
Ÿ
|
Illinois (GR 14, TPH 2)
|
Ÿ
|
New Jersey (GR 9, TPH 4)
|
Ÿ
|
Virginia (GR 18, TPH 4)
|
|
Ÿ
|
Indiana (GR 11, TPH 1)
|
Ÿ
|
New Mexico (GR 9)
|
Ÿ
|
Washington (GR 18, TPH 5)
|
|
Ÿ
|
Iowa (GR 11, TPH 1)
|
Ÿ
|
New York (GR 13)
|
Ÿ
|
West Virginia (GR 5)
|
|
Ÿ
|
Kansas (GR 10)
|
Ÿ
|
North Carolina (GR 20, TPH 3)
|
Ÿ
|
Wisconsin (GR 9, TPH 1)
|
|
Ÿ
|
Kentucky (GR 8)
|
Ÿ
|
North Dakota (GR 6, TPH 1)
|
Ÿ
|
Wyoming (GR 5)
|
|
Ÿ
|
Louisiana (GR 28, TPH 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
|
|
|
|
Ÿ
|
Alberta (GR 21, TPH 4)
|
|
|
|
|
|
Ÿ
|
British Columbia (GR 17, TPH 1)
|
|
|
|
|
|
Ÿ
|
Manitoba (GR 4)
|
|
|
|
|
|
Ÿ
|
New Brunswick (GR 7, TPH 1)
|
|
|
|
|
|
Ÿ
|
Newfoundland (GR 6)
|
|
|
|
|
|
Ÿ
|
Nova Scotia (GR 4)
|
|
|
|
|
|
Ÿ
|
Ontario (GR 26, TPH 3)
|
|
|
|
|
|
Ÿ
|
Prince Edward Island (GR 1)
|
|
|
|
|
|
Ÿ
|
Quebec (GR 8, TPH 1)
|
|
|
|
|
|
Ÿ
|
Saskatchewan (GR 8, TPH 2)
|
|
|
|
|
|
Item 3.
|
Legal Proceedings
|
|
Item 4.
|
(Removed and Reserved)
|
|
Item 5.
|
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
|
High
|
|
Low
|
||||
|
2013:
|
|
|
|
|
||||
|
First Quarter
|
|
$
|
56.87
|
|
|
$
|
46.67
|
|
|
Second Quarter
|
|
59.74
|
|
|
44.85
|
|
||
|
Third Quarter
|
|
59.84
|
|
|
49.51
|
|
||
|
Fourth Quarter
|
|
78.37
|
|
|
55.05
|
|
||
|
2012:
|
|
|
|
|
||||
|
First Quarter
|
|
$
|
44.12
|
|
|
$
|
27.88
|
|
|
Second Quarter
|
|
47.98
|
|
|
29.07
|
|
||
|
Third Quarter
|
|
38.87
|
|
|
26.88
|
|
||
|
Fourth Quarter
|
|
45.83
|
|
|
31.47
|
|
||
|
Period
|
Total Number of
Shares Purchased
|
|
Average Price
Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
|
|
Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (2)
|
||||||
|
October 1, 2013 to October 31, 2013
|
240
|
|
(1)
|
$
|
56.51
|
|
|
—
|
|
|
—
|
|
|
|
November 1, 2013 to November 30, 2013
|
138,416
|
|
(1)
|
$
|
67.61
|
|
|
45,600
|
|
|
—
|
|
|
|
December 1, 2013 to December 31, 2013
|
92,136
|
|
(1)
|
$
|
73.75
|
|
|
80,600
|
|
|
—
|
|
|
|
Total
|
230,792
|
|
|
$
|
70.05
|
|
|
126,200
|
|
|
$
|
491,077,986
|
|
|
(1)
|
In October 2013, November 2013 and December 2013,
240
,
92,816
and
11,536
shares, respectively, were withheld by Holdings to satisfy tax withholding obligations upon the vesting of restricted stock unit awards. These shares were not acquired pursuant to any repurchase plan or program.
|
|
(2)
|
Our Board approved a share repurchase program authorizing up to $500 million in repurchases of Holdings' common stock, which we intend to complete within 18 months after the October 2013 announcement.
|
|
Item 6.
|
Selected Financial Data
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|||||||||||
|
(in millions, except per share data)
|
|||||||||||||||||||
|
Income statement data:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total revenues
|
$
|
4,955
|
|
|
$
|
4,117
|
|
|
$
|
2,611
|
|
|
$
|
2,237
|
|
|
$
|
2,358
|
|
|
Total cost of revenues
|
2,968
|
|
|
2,530
|
|
|
1,713
|
|
|
1,579
|
|
|
1,748
|
|
|||||
|
Gross profit
|
1,987
|
|
|
1,587
|
|
|
898
|
|
|
658
|
|
|
610
|
|
|||||
|
Selling, general and administrative expenses
|
642
|
|
|
588
|
|
|
407
|
|
|
367
|
|
|
408
|
|
|||||
|
RSC merger related costs
|
9
|
|
|
111
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|||||
|
Restructuring charge
|
12
|
|
|
99
|
|
|
19
|
|
|
34
|
|
|
31
|
|
|||||
|
Non-rental depreciation and amortization
|
246
|
|
|
198
|
|
|
57
|
|
|
60
|
|
|
57
|
|
|||||
|
Operating income
|
1,078
|
|
|
591
|
|
|
396
|
|
|
197
|
|
|
114
|
|
|||||
|
Interest expense, net
|
475
|
|
|
512
|
|
|
228
|
|
|
255
|
|
|
226
|
|
|||||
|
Interest expense-subordinated convertible debentures, net
|
3
|
|
|
4
|
|
|
7
|
|
|
8
|
|
|
(4
|
)
|
|||||
|
Other income, net
|
(5
|
)
|
|
(13
|
)
|
|
(3
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|||||
|
Income (loss) from continuing operations before provision (benefit) for income taxes
|
605
|
|
|
88
|
|
|
164
|
|
|
(63
|
)
|
|
(107
|
)
|
|||||
|
Provision (benefit) for income taxes
|
218
|
|
|
13
|
|
|
63
|
|
|
(41
|
)
|
|
(47
|
)
|
|||||
|
Income (loss) from continuing operations
|
387
|
|
|
75
|
|
|
101
|
|
|
(22
|
)
|
|
(60
|
)
|
|||||
|
Loss from discontinued operation, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(2
|
)
|
|||||
|
Net income (loss)
|
387
|
|
|
75
|
|
|
101
|
|
|
(26
|
)
|
|
(62
|
)
|
|||||
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Income (loss) from continuing operations
|
$
|
4.14
|
|
|
$
|
0.91
|
|
|
$
|
1.62
|
|
|
$
|
(0.38
|
)
|
|
$
|
(0.98
|
)
|
|
Loss from discontinued operation
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.06
|
)
|
|
(0.04
|
)
|
|||||
|
Net income (loss)
|
$
|
4.14
|
|
|
$
|
0.91
|
|
|
$
|
1.62
|
|
|
$
|
(0.44
|
)
|
|
$
|
(1.02
|
)
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Income (loss) from continuing operations
|
$
|
3.64
|
|
|
$
|
0.79
|
|
|
$
|
1.38
|
|
|
$
|
(0.38
|
)
|
|
$
|
(0.98
|
)
|
|
Loss from discontinued operation
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.06
|
)
|
|
(0.04
|
)
|
|||||
|
Net income (loss)
|
$
|
3.64
|
|
|
$
|
0.79
|
|
|
$
|
1.38
|
|
|
$
|
(0.44
|
)
|
|
$
|
(1.02
|
)
|
|
|
December 31,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
|
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total assets
|
$
|
11,231
|
|
|
$
|
11,026
|
|
|
$
|
4,143
|
|
|
$
|
3,693
|
|
|
$
|
3,859
|
|
|
Total debt
|
7,173
|
|
|
7,309
|
|
|
2,987
|
|
|
2,805
|
|
|
2,951
|
|
|||||
|
Subordinated convertible debentures
|
—
|
|
|
55
|
|
|
55
|
|
|
124
|
|
|
124
|
|
|||||
|
Stockholders’ equity (deficit)
|
1,828
|
|
|
1,543
|
|
|
64
|
|
|
(20
|
)
|
|
(19
|
)
|
|||||
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in millions, except per share data and unless otherwise indicated)
|
|
•
|
An increasing proportion of revenue derived from key accounts, a group that includes national accounts and strategic accounts, among others;
|
|
•
|
A consistently superior standard of service to customers, often provided through a single point of contact;
|
|
•
|
A targeted presence in industrial and specialty rental markets; and
|
|
•
|
Positioning ourselves as a single-source provider of total jobsite solutions through our extensive product and service resources and technology offerings.
|
|
•
|
A
4.2
percent increase in rental rates on a pro forma basis (that is, assuming United Rentals and RSC were combined for full year 2012);
|
|
•
|
A
22.1
percent increase in the volume of OEC on rent, which reflects the impact of the RSC acquisition, increased capital expenditures on rental fleet and improved asset productivity;
|
|
•
|
Strong time utilization on a significantly larger fleet. Time utilization was
68.2
percent and
67.5
percent for
2013
and
2012
, respectively;
|
|
•
|
61
percent of equipment rental revenue derived from key accounts in
2013
, as compared to 60 percent in
2012
on a pro forma basis. Key accounts are each managed by a single point of contact to enhance customer service;
|
|
•
|
42
percent of equipment rental revenue derived from national accounts in
2013
and in
2012
on a pro forma basis. National accounts, a subset of key accounts, are generally defined as customers with potential annual equipment rental spend of at least $500,000 or customers doing business in multiple locations;
|
|
•
|
Continued investment in our higher margin trench safety, power and HVAC (also referred to as "specialty") segment with an increase of
16
specialty rental locations in
2013
, comprised of
11
in the United States and
5
in Canada;
|
|
•
|
A
1.3
percentage point improvement in selling, general and administrative expenses as a percentage of revenue. The improvement in our SG&A performance reflects, in part, the cost synergies we realized from the merger with RSC, estimated to be approximately $
110
in
2013
; and
|
|
•
|
Approximately $
126
of additional synergies recognized in cost of equipment rentals, after which the total estimated synergies were $
236
.
|
|
•
|
The further optimization of our customer mix and fleet mix,
with a dual objective: to enhance our performance in serving our current customer base, and to focus on the accounts and customer types that are best suited to our strategy for profitable growth. We believe these efforts will lead to even better service of our target accounts, primarily large construction and industrial customers, as well as select local contractors. Our fleet teams will use similar analyses to identify trends in equipment categories and define action plans that can generate improved returns;
|
|
•
|
The implementation of “Lean” management techniques, including kaizen processes focused on continuous improvement, through a program we call Operation United 2
. Having completed eight branch pilots in late 2013, we are now in the early stages of launching this program across our branch network, with the objectives of: reducing the cycle time associated with renting our equipment to customers; improving invoice accuracy and service quality; reducing the elapsed time for equipment pickup and delivery; and improving the effectiveness and efficiency of our repair and maintenance operations; and
|
|
•
|
The continued expansion of our trench safety, power and HVAC footprint, as well as our tools offering, and the cross-selling of these services throughout our network
. We plan to open at least
10
specialty rental branches and
3
tool hubs in
2014
, to further position United Rentals as a single source provider of total jobsite solutions.
|
|
•
|
In
March 2012
, in connection with the RSC acquisition, we issued
$750
aggregate principal amount of 5
3
/
4
percent Senior Secured Notes due 2018,
$750
aggregate principal amount of 7
3
/
8
percent Senior Notes due 2020 and
$1,325
aggregate principal amount of 7
5
/
8
percent Senior Notes due 2022.
|
|
•
|
In March 2012, we increased the size of the ABL facility from $1.8 billion to
$1.9 billion
, and we increased it again in December 2013 to
$2.3 billion
.
|
|
•
|
In October 2012, we issued $
400
aggregate principal amount of 6
1
/
8
percent Senior Notes due
2023
.
|
|
•
|
In October 2012, we redeemed our 10
7
/
8
percent Senior Notes.
|
|
•
|
In December 2012, all of our outstanding 1
7
/
8
percent Convertible Senior Subordinated Notes were converted.
|
|
•
|
In February 2013, we amended our accounts receivable securitization facility primarily to increase the facility size from
$475
to
$550
.
|
|
•
|
In September 2013, we renewed our accounts receivable securitization facility.
|
|
•
|
In 2013, we retired all of our outstanding subordinated convertible debentures.
|
|
•
|
In December 2013, we announced the redemption of our 10
1
/
4
percent Senior Notes. The redemption was completed in January 2014.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Net income
|
$
|
387
|
|
|
$
|
75
|
|
|
$
|
101
|
|
|
Diluted earnings per share
|
$
|
3.64
|
|
|
$
|
0.79
|
|
|
$
|
1.38
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
|
|
Contribution to net income (after-tax)
|
|
Impact on diluted earnings per share
|
|
Contribution to net income (after-tax)
|
|
Impact on diluted earnings per share
|
|
Contribution to net income (after-tax)
|
|
Impact on diluted earnings per share
|
||||||||||||
|
RSC merger related costs (1)
|
$
|
(5
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(68
|
)
|
|
$
|
(0.72
|
)
|
|
$
|
(18
|
)
|
|
$
|
(0.25
|
)
|
|
RSC merger related intangible asset amortization (2)
|
(100
|
)
|
|
(0.94
|
)
|
|
(70
|
)
|
|
(0.74
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Impact on depreciation related to acquired RSC fleet and property and equipment (3)
|
4
|
|
|
0.04
|
|
|
3
|
|
|
0.03
|
|
|
—
|
|
|
—
|
|
||||||
|
Impact of the fair value mark-up of acquired RSC fleet and inventory (4)
|
(27
|
)
|
|
(0.25
|
)
|
|
(22
|
)
|
|
(0.24
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Pre-close RSC merger related interest expense (5)
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(0.19
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (6)
|
4
|
|
|
0.04
|
|
|
3
|
|
|
0.03
|
|
|
—
|
|
|
—
|
|
||||||
|
Restructuring charge (7)
|
(7
|
)
|
|
(0.07
|
)
|
|
(61
|
)
|
|
(0.64
|
)
|
|
(12
|
)
|
|
(0.16
|
)
|
||||||
|
Asset impairment charge (8)
|
(2
|
)
|
|
(0.02
|
)
|
|
(9
|
)
|
|
(0.10
|
)
|
|
(3
|
)
|
|
(0.04
|
)
|
||||||
|
Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment (9)
|
(2
|
)
|
|
(0.02
|
)
|
|
(44
|
)
|
|
(0.45
|
)
|
|
(3
|
)
|
|
(0.04
|
)
|
||||||
|
Gain on sale of software subsidiary (10)
|
—
|
|
|
—
|
|
|
5
|
|
|
0.05
|
|
|
—
|
|
|
—
|
|
||||||
|
(1)
|
This reflects transaction costs associated with the RSC acquisition discussed in note
3
to our consolidated financial statements.
|
|
(2)
|
This reflects the amortization of the intangible assets acquired in the RSC acquisition.
|
|
(3)
|
This reflects the impact of extending the useful lives of equipment acquired in the RSC acquisition, net of the impact of additional depreciation associated with the fair value mark-up of such equipment.
|
|
(4)
|
This reflects additional costs recorded in cost of rental equipment sales, cost of equipment rentals, excluding depreciation, and cost of contractor supplies sales associated with the fair value mark-up of rental equipment and inventory acquired in the RSC acquisition. The costs relate to equipment and inventory acquired in the RSC acquisition and subsequently sold.
|
|
(5)
|
As discussed in note
12
to our consolidated financial statements, in
March 2012
, we issued
$2,825
of debt in connection with the RSC acquisition. The pre-close RSC merger related interest expense reflects the interest expense recorded on this debt prior to the acquisition date.
|
|
(6)
|
This reflects a reduction of interest expense associated with the fair value mark-up of debt acquired in the RSC acquisition. See note
12
to our consolidated financial statements for additional detail on the acquired debt.
|
|
(7)
|
As discussed in note
5
to our consolidated financial statements, this reflects severance costs and branch closure charges associated with the RSC acquisition and our closed restructuring program.
|
|
(8)
|
As discussed in note
5
to our consolidated financial statements, this charge primarily reflects write-offs of leasehold improvements and other fixed assets in connection with the RSC acquisition and our closed restructuring program.
|
|
(9)
|
This reflects losses on the extinguishment of certain debt securities, including subordinated convertible debentures, and write-offs of debt issuance costs associated with the October 2011 amendment of our ABL facility.
|
|
(10)
|
This reflects a gain recognized upon the sale of a former subsidiary that developed and marketed software.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Net income
|
$
|
387
|
|
|
$
|
75
|
|
|
$
|
101
|
|
|
Provision for income taxes
|
218
|
|
|
13
|
|
|
63
|
|
|||
|
Interest expense, net
|
475
|
|
|
512
|
|
|
228
|
|
|||
|
Interest expense—subordinated convertible debentures
|
3
|
|
|
4
|
|
|
7
|
|
|||
|
Depreciation of rental equipment
|
852
|
|
|
699
|
|
|
423
|
|
|||
|
Non-rental depreciation and amortization
|
246
|
|
|
198
|
|
|
57
|
|
|||
|
EBITDA
|
2,181
|
|
|
1,501
|
|
|
879
|
|
|||
|
RSC merger related costs (1)
|
9
|
|
|
111
|
|
|
19
|
|
|||
|
Restructuring charge (2)
|
12
|
|
|
99
|
|
|
19
|
|
|||
|
Stock compensation expense, net (3)
|
46
|
|
|
32
|
|
|
12
|
|
|||
|
Impact of the fair value mark-up of acquired RSC fleet and inventory (4)
|
44
|
|
|
37
|
|
|
—
|
|
|||
|
Gain on sale of software subsidiary (5)
|
1
|
|
|
(8
|
)
|
|
—
|
|
|||
|
Adjusted EBITDA
|
$
|
2,293
|
|
|
$
|
1,772
|
|
|
$
|
929
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Net cash provided by operating activities
|
$
|
1,551
|
|
|
$
|
721
|
|
|
$
|
612
|
|
|
Adjustments for items included in net cash provided by operating activities but excluded from the calculation of EBITDA:
|
|
|
|
|
|
|
|||||
|
Amortization of deferred financing costs and original issue discounts
|
(21
|
)
|
|
(23
|
)
|
|
(22
|
)
|
|||
|
Gain on sales of rental equipment
|
176
|
|
|
125
|
|
|
66
|
|
|||
|
Gain on sales of non-rental equipment
|
6
|
|
|
2
|
|
|
2
|
|
|||
|
Gain on sale of software subsidiary (5)
|
(1
|
)
|
|
8
|
|
|
—
|
|
|||
|
RSC merger related costs (1)
|
(9
|
)
|
|
(111
|
)
|
|
(19
|
)
|
|||
|
Restructuring charge (2)
|
(12
|
)
|
|
(99
|
)
|
|
(19
|
)
|
|||
|
Stock compensation expense, net (3)
|
(46
|
)
|
|
(32
|
)
|
|
(12
|
)
|
|||
|
Loss on extinguishment of debt securities and ABL amendment (6)
|
(1
|
)
|
|
(72
|
)
|
|
(3
|
)
|
|||
|
Loss on retirement of subordinated convertible debentures
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||
|
Changes in assets and liabilities
|
31
|
|
|
571
|
|
|
49
|
|
|||
|
Cash paid for interest, including subordinated convertible debentures
|
461
|
|
|
371
|
|
|
203
|
|
|||
|
Cash paid for income taxes, net
|
48
|
|
|
40
|
|
|
24
|
|
|||
|
EBITDA
|
2,181
|
|
|
1,501
|
|
|
879
|
|
|||
|
Add back:
|
|
|
|
|
|
||||||
|
RSC merger related costs (1)
|
9
|
|
|
111
|
|
|
19
|
|
|||
|
Restructuring charge (2)
|
12
|
|
|
99
|
|
|
19
|
|
|||
|
Stock compensation expense, net (3)
|
46
|
|
|
32
|
|
|
12
|
|
|||
|
Impact of the fair value mark-up of acquired RSC fleet and inventory (4)
|
44
|
|
|
37
|
|
|
—
|
|
|||
|
Gain on sale of software subsidiary (5)
|
1
|
|
|
(8
|
)
|
|
—
|
|
|||
|
Adjusted EBITDA
|
$
|
2,293
|
|
|
$
|
1,772
|
|
|
$
|
929
|
|
|
(1)
|
This reflects transaction costs associated with the RSC acquisition discussed above.
|
|
(2)
|
As discussed below (see “Restructuring charge”), this reflects severance costs and branch closure charges associated with the RSC acquisition and our closed restructuring program.
|
|
(3)
|
Represents non-cash, share-based payments associated with the granting of equity instruments.
|
|
(4)
|
This reflects additional costs recorded in cost of rental equipment sales, cost of equipment rentals, excluding depreciation, and cost of contractor supplies sales associated with the fair value mark-up of rental equipment and inventory acquired in the RSC acquisition. The costs relate to equipment and inventory acquired in the RSC acquisition and subsequently sold.
|
|
(5)
|
This reflects a gain recognized upon the sale of a former subsidiary that developed and marketed software.
|
|
(6)
|
This reflects losses on the extinguishment of certain debt securities and write-offs of debt issuance costs associated with the October 2011 amendment of our ABL facility.
|
|
|
Year Ended December 31,
|
|
Percent Change
|
|||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|||||||
|
Equipment rentals
|
$
|
4,196
|
|
|
$
|
3,455
|
|
|
$
|
2,151
|
|
|
21.4
|
|
|
60.6
|
|
Sales of rental equipment
|
490
|
|
|
399
|
|
|
208
|
|
|
22.8
|
|
|
91.8
|
|||
|
Sales of new equipment
|
104
|
|
|
93
|
|
|
84
|
|
|
11.8
|
|
|
10.7
|
|||
|
Contractor supplies sales
|
87
|
|
|
87
|
|
|
85
|
|
|
—
|
|
|
2.4
|
|||
|
Service and other revenues
|
78
|
|
|
83
|
|
|
83
|
|
|
(6.0
|
)
|
|
—
|
|||
|
Total revenues
|
$
|
4,955
|
|
|
$
|
4,117
|
|
|
$
|
2,611
|
|
|
20.4
|
|
|
57.7
|
|
|
General
rentals |
|
Trench safety,
power and HVAC |
|
Total
|
||||||
|
Year Ended December 31, 2013
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
3,869
|
|
|
$
|
327
|
|
|
$
|
4,196
|
|
|
Sales of rental equipment
|
474
|
|
|
16
|
|
|
490
|
|
|||
|
Sales of new equipment
|
97
|
|
|
7
|
|
|
104
|
|
|||
|
Contractor supplies sales
|
79
|
|
|
8
|
|
|
87
|
|
|||
|
Service and other revenues
|
72
|
|
|
6
|
|
|
78
|
|
|||
|
Total revenue
|
$
|
4,591
|
|
|
$
|
364
|
|
|
$
|
4,955
|
|
|
Year Ended December 31, 2012
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
3,188
|
|
|
$
|
267
|
|
|
$
|
3,455
|
|
|
Sales of rental equipment
|
387
|
|
|
12
|
|
|
399
|
|
|||
|
Sales of new equipment
|
86
|
|
|
7
|
|
|
93
|
|
|||
|
Contractor supplies sales
|
80
|
|
|
7
|
|
|
87
|
|
|||
|
Service and other revenues
|
79
|
|
|
4
|
|
|
83
|
|
|||
|
Total revenue
|
$
|
3,820
|
|
|
$
|
297
|
|
|
$
|
4,117
|
|
|
Year ended December 31, 2011
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
1,953
|
|
|
$
|
198
|
|
|
$
|
2,151
|
|
|
Sales of rental equipment
|
201
|
|
|
7
|
|
|
208
|
|
|||
|
Sales of new equipment
|
77
|
|
|
7
|
|
|
84
|
|
|||
|
Contractor supplies sales
|
79
|
|
|
6
|
|
|
85
|
|
|||
|
Service and other revenues
|
79
|
|
|
4
|
|
|
83
|
|
|||
|
Total revenue
|
$
|
2,389
|
|
|
$
|
222
|
|
|
$
|
2,611
|
|
|
|
General
rentals |
|
Trench safety,
power and HVAC |
|
Total
|
||||||
|
2013
|
|
|
|
|
|
||||||
|
Equipment Rentals Gross Profit
|
$
|
1,557
|
|
|
$
|
153
|
|
|
$
|
1,710
|
|
|
Equipment Rentals Gross Margin
|
40.2
|
%
|
|
46.8
|
%
|
|
40.8
|
%
|
|||
|
2012
|
|
|
|
|
|
||||||
|
Equipment Rentals Gross Profit
|
$
|
1,239
|
|
|
$
|
125
|
|
|
$
|
1,364
|
|
|
Equipment Rentals Gross Margin
|
38.9
|
%
|
|
46.8
|
%
|
|
39.5
|
%
|
|||
|
2011
|
|
|
|
|
|
||||||
|
Equipment Rentals Gross Profit
|
$
|
643
|
|
|
$
|
93
|
|
|
$
|
736
|
|
|
Equipment Rentals Gross Margin
|
32.9
|
%
|
|
47.0
|
%
|
|
34.2
|
%
|
|||
|
|
Year Ended December 31,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
|
Total gross margin
|
40.1
|
%
|
|
38.5
|
%
|
|
34.4
|
%
|
|
Equipment rentals
|
40.8
|
%
|
|
39.5
|
%
|
|
34.2
|
%
|
|
Sales of rental equipment
|
35.9
|
%
|
|
31.3
|
%
|
|
31.7
|
%
|
|
Sales of new equipment
|
19.2
|
%
|
|
20.4
|
%
|
|
20.2
|
%
|
|
Contractor supplies sales
|
32.2
|
%
|
|
28.7
|
%
|
|
31.8
|
%
|
|
Service and other revenues
|
67.9
|
%
|
|
65.1
|
%
|
|
62.7
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Total SG&A expense
|
$
|
642
|
|
|
$
|
588
|
|
|
$
|
407
|
|
|
SG&A expense as a percentage of revenue
|
13.0
|
%
|
|
14.3
|
%
|
|
15.6
|
%
|
|||
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
RSC merger related costs
|
$
|
9
|
|
|
$
|
111
|
|
|
$
|
19
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Restructuring charge
|
$
|
12
|
|
|
$
|
99
|
|
|
$
|
19
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Non-rental depreciation and amortization
|
$
|
246
|
|
|
$
|
198
|
|
|
$
|
57
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Interest expense, net
|
$
|
475
|
|
|
$
|
512
|
|
|
$
|
228
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Interest expense-subordinated convertible debentures
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
7
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Other income, net
|
$
|
(5
|
)
|
|
$
|
(13
|
)
|
|
$
|
(3
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Income before provision for income taxes
|
$
|
605
|
|
|
$
|
88
|
|
|
$
|
164
|
|
|
Provision for income taxes
|
218
|
|
|
13
|
|
|
63
|
|
|||
|
Effective tax rate (1)
|
36.0
|
%
|
|
14.8
|
%
|
|
38.4
|
%
|
|||
|
(1)
|
A detailed reconciliation of the effective tax rates to the U.S. federal statutory income tax rate is included in note
13
to our consolidated financial statements.
|
|
•
|
In
March 2012
, in connection with the RSC acquisition, we issued
$750
aggregate principal amount of 5
3
/
4
percent Senior Secured Notes due 2018,
$750
aggregate principal amount of 7
3
/
8
percent Senior Notes due 2020 and
$1,325
aggregate principal amount of 7
5
/
8
percent Senior Notes due 2022.
|
|
•
|
In March 2012, we increased the size of the ABL facility from $1.8 billion to
$1.9 billion
, and we increased it again in December 2013 to
$2.3 billion
.
|
|
•
|
In October 2012, we issued $
400
aggregate principal amount of 6
1
/
8
percent Senior Notes due
2023
.
|
|
•
|
In October 2012, we redeemed our 10
7
/
8
percent Senior Notes.
|
|
•
|
In December 2012, all of our outstanding 1
7
/
8
percent Convertible Senior Subordinated Notes were converted.
|
|
•
|
In February 2013, we amended our accounts receivable securitization facility primarily to increase the facility size from
$475
to
$550
.
|
|
•
|
In 2013, we retired all of our outstanding subordinated convertible debentures.
|
|
•
|
In December 2013, we announced the redemption of our 10
1
/
4
percent Senior Notes. The redemption was completed in January 2014.
|
|
|
Corporate Rating
|
|
Outlook
|
|
Moody’s
|
B1
|
|
Stable
|
|
Standard & Poor’s
|
BB-
|
|
Stable
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Net cash provided by operating activities
|
$
|
1,551
|
|
|
$
|
721
|
|
|
$
|
612
|
|
|
Purchases of rental equipment
|
(1,580
|
)
|
|
(1,272
|
)
|
|
(774
|
)
|
|||
|
Purchases of non-rental equipment
|
(104
|
)
|
|
(97
|
)
|
|
(36
|
)
|
|||
|
Proceeds from sales of rental equipment
|
490
|
|
|
399
|
|
|
208
|
|
|||
|
Proceeds from sales of non-rental equipment
|
26
|
|
|
31
|
|
|
13
|
|
|||
|
Excess tax benefits from share-based payment arrangements, net
|
—
|
|
|
(5
|
)
|
|
—
|
|
|||
|
Free cash flow (usage)
|
$
|
383
|
|
|
$
|
(223
|
)
|
|
$
|
23
|
|
|
|
2014
|
2015
|
2016
|
2017
|
2018
|
Thereafter
|
Total
|
||||||||||||||
|
Debt and capital leases (1)
|
$
|
468
|
|
$
|
189
|
|
$
|
1,328
|
|
$
|
12
|
|
$
|
756
|
|
$
|
4,384
|
|
$
|
7,137
|
|
|
Interest due on debt (2)
|
432
|
|
428
|
|
414
|
|
388
|
|
368
|
|
784
|
|
2,814
|
|
|||||||
|
Operating leases (1):
|
|
|
|
|
|
|
|
||||||||||||||
|
Real estate
|
98
|
|
87
|
|
72
|
|
54
|
|
35
|
|
67
|
|
413
|
|
|||||||
|
Non-rental equipment
|
28
|
|
29
|
|
22
|
|
21
|
|
19
|
|
16
|
|
135
|
|
|||||||
|
Service agreements (3)
|
18
|
|
6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
24
|
|
|||||||
|
Purchase obligations (4)
|
476
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
476
|
|
|||||||
|
Total (5)
|
$
|
1,520
|
|
$
|
739
|
|
$
|
1,836
|
|
$
|
475
|
|
$
|
1,178
|
|
$
|
5,251
|
|
$
|
10,999
|
|
|
(1)
|
The payments due with respect to a period represent (i) in the case of debt and capital leases, the scheduled principal payments due in such period, and (ii) in the case of operating leases, the minimum lease payments due in such period under non-cancelable operating leases. Our
4 percent
Convertible Senior Notes mature in 2015, but are reflected as short-term debt in our consolidated balance sheet because they were redeemable at
December 31, 2013
. The
4 percent
Convertible Senior Notes are reflected in the table above based on the contractual maturity date in 2015. In December 2013, we exercised our right to redeem the
$200
principal amount of outstanding 10
1
/
4
percent Notes, and the notes were redeemed in January 2014. We used borrowings under our ABL facility to redeem the 10
1
/
4
percent Notes. The 10
1
/
4
percent Notes are reflected in the table above using the 2016 maturity date of the ABL facility.
|
|
(2)
|
Estimated interest payments have been calculated based on the principal amount of debt and the applicable interest rates as of
December 31, 2013
. As discussed above, our
4 percent
Convertible Senior Notes mature in 2015, but are reflected as short-term debt in our consolidated balance sheet because they were redeemable at
December 31, 2013
. Interest on the
4 percent
Convertible Senior Notes is reflected in the table above based on the contractual maturity date in 2015. In December 2013, we exercised our right to redeem the
$200
principal amount of outstanding 10
1
/
4
percent Notes, and the notes were redeemed in January 2014. We used borrowings under our ABL facility to redeem the 10
1
/
4
percent Notes. Interest on the 10
1
/
4
percent Notes is reflected in the table above using the interest rate on the ABL facility and the 2016 maturity date of the ABL facility.
|
|
(3)
|
These primarily represent service agreements with third parties to provide wireless and network services.
|
|
(4)
|
As of
December 31, 2013
, we had outstanding purchase orders, which were negotiated in the ordinary course of business, with our equipment and inventory suppliers. These purchase commitments can be cancelled by us, generally with 30 days notice and without cancellation penalties. The equipment and inventory receipts from the suppliers for these purchases and related payments to the suppliers are expected to be completed throughout
2014
.
|
|
(5)
|
This information excludes $
7
of unrecognized tax benefits, which are discussed further in note
13
to our consolidated financial statements. It is not possible to estimate the time period during which these unrecognized tax benefits may be paid to tax authorities.
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
ASSETS
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
175
|
|
|
$
|
106
|
|
|
Accounts receivable, net of allowance for doubtful accounts of $49 at December 31, 2013 and $64 at December 31, 2012
|
804
|
|
|
793
|
|
||
|
Inventory
|
70
|
|
|
68
|
|
||
|
Prepaid expenses and other assets
|
53
|
|
|
111
|
|
||
|
Deferred taxes
|
260
|
|
|
265
|
|
||
|
Total current assets
|
1,362
|
|
|
1,343
|
|
||
|
Rental equipment, net
|
5,374
|
|
|
4,966
|
|
||
|
Property and equipment, net
|
421
|
|
|
428
|
|
||
|
Goodwill, net
|
2,953
|
|
|
2,970
|
|
||
|
Other intangible assets, net
|
1,018
|
|
|
1,200
|
|
||
|
Other long-term assets
|
103
|
|
|
119
|
|
||
|
Total assets
|
$
|
11,231
|
|
|
$
|
11,026
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
|
Short-term debt and current maturities of long-term debt
|
$
|
604
|
|
|
$
|
630
|
|
|
Accounts payable
|
292
|
|
|
286
|
|
||
|
Accrued expenses and other liabilities
|
390
|
|
|
435
|
|
||
|
Total current liabilities
|
1,286
|
|
|
1,351
|
|
||
|
Long-term debt
|
6,569
|
|
|
6,679
|
|
||
|
Subordinated convertible debentures
|
—
|
|
|
55
|
|
||
|
Deferred taxes
|
1,459
|
|
|
1,302
|
|
||
|
Other long-term liabilities
|
69
|
|
|
65
|
|
||
|
Total liabilities
|
9,383
|
|
|
9,452
|
|
||
|
Temporary equity (note 12)
|
20
|
|
|
31
|
|
||
|
Common stock—$0.01 par value, 500,000,000 shares authorized, 97,966,802 and 93,288,936 shares issued and outstanding, respectively, at December 31, 2013 and 95,891,809 and 92,984,016 shares issued and outstanding, respectively, at December 31, 2012
|
1
|
|
|
1
|
|
||
|
Additional paid-in capital
|
2,054
|
|
|
1,997
|
|
||
|
Accumulated deficit
|
(37
|
)
|
|
(424
|
)
|
||
|
Treasury stock at cost—4,677,866 and 2,907,793 shares at December 31, 2013 and December 31, 2012, respectively
|
(209
|
)
|
|
(115
|
)
|
||
|
Accumulated other comprehensive income
|
19
|
|
|
84
|
|
||
|
Total stockholders’ equity
|
1,828
|
|
|
1,543
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
11,231
|
|
|
$
|
11,026
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Revenues:
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
4,196
|
|
|
$
|
3,455
|
|
|
$
|
2,151
|
|
|
Sales of rental equipment
|
490
|
|
|
399
|
|
|
208
|
|
|||
|
Sales of new equipment
|
104
|
|
|
93
|
|
|
84
|
|
|||
|
Contractor supplies sales
|
87
|
|
|
87
|
|
|
85
|
|
|||
|
Service and other revenues
|
78
|
|
|
83
|
|
|
83
|
|
|||
|
Total revenues
|
4,955
|
|
|
4,117
|
|
|
2,611
|
|
|||
|
Cost of revenues:
|
|
|
|
|
|
||||||
|
Cost of equipment rentals, excluding depreciation
|
1,634
|
|
|
1,392
|
|
|
992
|
|
|||
|
Depreciation of rental equipment
|
852
|
|
|
699
|
|
|
423
|
|
|||
|
Cost of rental equipment sales
|
314
|
|
|
274
|
|
|
142
|
|
|||
|
Cost of new equipment sales
|
84
|
|
|
74
|
|
|
67
|
|
|||
|
Cost of contractor supplies sales
|
59
|
|
|
62
|
|
|
58
|
|
|||
|
Cost of service and other revenues
|
25
|
|
|
29
|
|
|
31
|
|
|||
|
Total cost of revenues
|
2,968
|
|
|
2,530
|
|
|
1,713
|
|
|||
|
Gross profit
|
1,987
|
|
|
1,587
|
|
|
898
|
|
|||
|
Selling, general and administrative expenses
|
642
|
|
|
588
|
|
|
407
|
|
|||
|
RSC merger related costs
|
9
|
|
|
111
|
|
|
19
|
|
|||
|
Restructuring charge
|
12
|
|
|
99
|
|
|
19
|
|
|||
|
Non-rental depreciation and amortization
|
246
|
|
|
198
|
|
|
57
|
|
|||
|
Operating income
|
1,078
|
|
|
591
|
|
|
396
|
|
|||
|
Interest expense, net
|
475
|
|
|
512
|
|
|
228
|
|
|||
|
Interest expense—subordinated convertible debentures
|
3
|
|
|
4
|
|
|
7
|
|
|||
|
Other income, net
|
(5
|
)
|
|
(13
|
)
|
|
(3
|
)
|
|||
|
Income before provision for income taxes
|
605
|
|
|
88
|
|
|
164
|
|
|||
|
Provision for income taxes
|
218
|
|
|
13
|
|
|
63
|
|
|||
|
Net income
|
$
|
387
|
|
|
$
|
75
|
|
|
$
|
101
|
|
|
Basic earnings per share
|
$
|
4.14
|
|
|
$
|
0.91
|
|
|
$
|
1.62
|
|
|
Diluted earnings per share
|
$
|
3.64
|
|
|
$
|
0.79
|
|
|
$
|
1.38
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Net income
|
$
|
387
|
|
|
$
|
75
|
|
|
$
|
101
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
|
Foreign currency translation adjustments
|
(65
|
)
|
|
8
|
|
|
(11
|
)
|
|||
|
Fixed price diesel swaps
|
—
|
|
|
1
|
|
|
(1
|
)
|
|||
|
Other comprehensive income (loss) (1)
|
(65
|
)
|
|
9
|
|
|
(12
|
)
|
|||
|
Comprehensive income
|
$
|
322
|
|
|
$
|
84
|
|
|
$
|
89
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|||||||||||
|
|
Number of
Shares |
|
Amount
|
|
Additional
Paid-in Capital |
|
Accumulated
Deficit |
|
Accumulated
Other Comprehensive Income (Loss) |
|||||||||
|
Balance at January 1, 2011
|
61
|
|
|
$
|
1
|
|
|
$
|
492
|
|
|
$
|
(600
|
)
|
|
$
|
87
|
|
|
Net income
|
|
|
|
|
|
|
101
|
|
|
|
||||||||
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
(11
|
)
|
||||||||
|
Fixed price diesel swaps
|
|
|
|
|
|
|
|
|
(1
|
)
|
||||||||
|
Stock compensation expense, net
|
|
|
|
|
12
|
|
|
|
|
|
||||||||
|
Exercise of common stock options
|
2
|
|
|
|
|
35
|
|
|
|
|
|
|||||||
|
4 percent Convertible Senior Notes (1)
|
|
|
|
|
(45
|
)
|
|
|
|
|
||||||||
|
Shares repurchased and retired
|
|
|
|
|
(7
|
)
|
|
|
|
|
||||||||
|
Balance at December 31, 2011
|
63
|
|
|
$
|
1
|
|
|
$
|
487
|
|
|
$
|
(499
|
)
|
|
$
|
75
|
|
|
|
Common Stock
|
|
Additional
|
|
|
|
Treasury Stock
|
|
Accumulated
Other
|
||||||||||||||||
|
|
Number of
Shares
|
|
Amount
|
|
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Number of
Shares
|
|
Amount
|
|
Comprehensive
Income
|
||||||||||||
|
Balance at December 31, 2011
|
63
|
|
|
$
|
1
|
|
|
$
|
487
|
|
|
$
|
(499
|
)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
75
|
|
|
Net income
|
|
|
|
|
|
|
75
|
|
|
|
|
|
|
|
|||||||||||
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|||||||||||
|
Fixed price diesel swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|||||||||||
|
RSC acquisition
|
30
|
|
|
|
|
1,425
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Stock compensation expense, net (1)
|
|
|
|
|
55
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Exercise of common stock options
|
2
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Conversion of 1
7
/
8
percent Convertible Senior Subordinated Notes
|
1
|
|
|
|
|
22
|
|
|
|
|
|
|
|
|
|
||||||||||
|
4 percent Convertible Senior Notes
|
|
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Shares repurchased and retired
|
|
|
|
|
(16
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
|
Repurchase of common stock
|
(3
|
)
|
|
|
|
|
|
|
|
3
|
|
|
(115
|
)
|
|
|
|||||||||
|
Excess tax benefits from share-based payment arrangements, net
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
|
Balance at December 31, 2012
|
93
|
|
|
$
|
1
|
|
|
$
|
1,997
|
|
|
$
|
(424
|
)
|
|
3
|
|
|
$
|
(115
|
)
|
|
$
|
84
|
|
|
|
Common Stock
|
|
Additional
|
|
|
|
Treasury Stock
|
|
Accumulated
Other
|
||||||||||||||||
|
|
Number of
Shares
|
|
Amount
|
|
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Number of
Shares
|
|
Amount
|
|
Comprehensive
Income (Loss) (2)
|
||||||||||||
|
Balance at December 31, 2012
|
93
|
|
|
$
|
1
|
|
|
$
|
1,997
|
|
|
$
|
(424
|
)
|
|
3
|
|
|
$
|
(115
|
)
|
|
$
|
84
|
|
|
Net income
|
|
|
|
|
|
|
387
|
|
|
|
|
|
|
|
|||||||||||
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
(65
|
)
|
|||||||||||
|
Stock compensation expense, net
|
|
|
|
|
46
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Exercise of common stock options
|
1
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Conversion of subordinated convertible debentures
|
1
|
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
||||||||||
|
4 percent Convertible Senior Notes (1)
|
|
|
|
|
(14
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
|
Shares repurchased and retired
|
|
|
|
|
(21
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
|
Repurchase of common stock
|
(2
|
)
|
|
|
|
|
|
|
|
2
|
|
|
$
|
(94
|
)
|
|
|
||||||||
|
Balance at December 31, 2013
|
93
|
|
|
$
|
1
|
|
|
$
|
2,054
|
|
|
$
|
(37
|
)
|
|
5
|
|
|
$
|
(209
|
)
|
|
$
|
19
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(In millions)
|
||||||||||
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
|
Net income
|
$
|
387
|
|
|
$
|
75
|
|
|
$
|
101
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
|
Depreciation and amortization
|
1,098
|
|
|
897
|
|
|
480
|
|
|||
|
Amortization of deferred financing costs and original issue discounts
|
21
|
|
|
23
|
|
|
22
|
|
|||
|
Gain on sales of rental equipment
|
(176
|
)
|
|
(125
|
)
|
|
(66
|
)
|
|||
|
Gain on sales of non-rental equipment
|
(6
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
|
Gain on sale of software subsidiary
|
1
|
|
|
(8
|
)
|
|
—
|
|
|||
|
Stock compensation expense, net
|
46
|
|
|
32
|
|
|
12
|
|
|||
|
RSC merger related costs
|
9
|
|
|
111
|
|
|
19
|
|
|||
|
Restructuring charge
|
12
|
|
|
99
|
|
|
19
|
|
|||
|
Loss on extinguishment of debt securities and ABL amendment
|
1
|
|
|
72
|
|
|
3
|
|
|||
|
Loss on retirement of subordinated convertible debentures
|
2
|
|
|
—
|
|
|
2
|
|
|||
|
Increase (decrease) in deferred taxes
|
167
|
|
|
(16
|
)
|
|
39
|
|
|||
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
|
Increase in accounts receivable
|
(20
|
)
|
|
(86
|
)
|
|
(62
|
)
|
|||
|
Increase in inventory
|
(2
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
|
Decrease (increase) in prepaid expenses and other assets
|
60
|
|
|
(18
|
)
|
|
(15
|
)
|
|||
|
Increase (decrease) in accounts payable
|
9
|
|
|
(223
|
)
|
|
68
|
|
|||
|
Decrease in accrued expenses and other liabilities
|
(58
|
)
|
|
(108
|
)
|
|
(5
|
)
|
|||
|
Net cash provided by operating activities
|
1,551
|
|
|
721
|
|
|
612
|
|
|||
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
|
Purchases of rental equipment
|
(1,580
|
)
|
|
(1,272
|
)
|
|
(774
|
)
|
|||
|
Purchases of non-rental equipment
|
(104
|
)
|
|
(97
|
)
|
|
(36
|
)
|
|||
|
Proceeds from sales of rental equipment
|
490
|
|
|
399
|
|
|
208
|
|
|||
|
Proceeds from sales of non-rental equipment
|
26
|
|
|
31
|
|
|
13
|
|
|||
|
Purchases of other companies, net of cash acquired
|
(9
|
)
|
|
(1,175
|
)
|
|
(276
|
)
|
|||
|
Proceeds from sale of software subsidiary
|
—
|
|
|
10
|
|
|
—
|
|
|||
|
Net cash used in investing activities
|
(1,177
|
)
|
|
(2,104
|
)
|
|
(865
|
)
|
|||
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
|
Proceeds from debt
|
3,805
|
|
|
6,013
|
|
|
1,892
|
|
|||
|
Payments of debt, including subordinated convertible debentures
|
(3,965
|
)
|
|
(4,370
|
)
|
|
(1,813
|
)
|
|||
|
Payments of financing costs
|
(2
|
)
|
|
(75
|
)
|
|
(16
|
)
|
|||
|
Proceeds from the exercise of common stock options
|
6
|
|
|
21
|
|
|
35
|
|
|||
|
Common stock repurchased
|
(115
|
)
|
|
(131
|
)
|
|
(7
|
)
|
|||
|
Cash paid in connection with the 4 percent Convertible Senior Notes and related hedge, net
|
(24
|
)
|
|
—
|
|
|
(11
|
)
|
|||
|
Excess tax benefits from share-based payment arrangements, net
|
—
|
|
|
(5
|
)
|
|
—
|
|
|||
|
Net cash (used in) provided by financing activities
|
(295
|
)
|
|
1,453
|
|
|
80
|
|
|||
|
Effect of foreign exchange rates
|
(10
|
)
|
|
—
|
|
|
6
|
|
|||
|
Net increase (decrease) in cash and cash equivalents
|
69
|
|
|
70
|
|
|
(167
|
)
|
|||
|
Cash and cash equivalents at beginning of year
|
106
|
|
|
36
|
|
|
203
|
|
|||
|
Cash and cash equivalents at end of year
|
$
|
175
|
|
|
$
|
106
|
|
|
$
|
36
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
|
Cash paid for interest, including subordinated convertible debentures
|
$
|
461
|
|
|
$
|
371
|
|
|
$
|
203
|
|
|
Cash paid for income taxes, net
|
48
|
|
|
40
|
|
|
24
|
|
|||
|
Cash consideration
|
$
|
1,161
|
|
|
Stock consideration (30 million shares valued based on the URI acquisition date stock price)
|
1,396
|
|
|
|
Share-based compensation awards (1)
|
29
|
|
|
|
Total purchase consideration
|
$
|
2,586
|
|
|
Accounts receivable, net of allowance for doubtful accounts (1)
|
$
|
238
|
|
|
Inventory
|
23
|
|
|
|
Deferred taxes
|
15
|
|
|
|
Rental equipment
|
2,013
|
|
|
|
Property and equipment
|
47
|
|
|
|
Intangibles (2)
|
1,224
|
|
|
|
Other assets
|
55
|
|
|
|
Total identifiable assets acquired
|
3,615
|
|
|
|
Short-term debt and current maturities of long-term debt (3)
|
(1,586
|
)
|
|
|
Current liabilities
|
(400
|
)
|
|
|
Deferred taxes
|
(696
|
)
|
|
|
Long-term debt (3)
|
(992
|
)
|
|
|
Other long-term liabilities
|
(13
|
)
|
|
|
Total liabilities assumed
|
(3,687
|
)
|
|
|
Net identifiable assets acquired
|
(72
|
)
|
|
|
Goodwill (4)
|
2,658
|
|
|
|
Net assets acquired
|
$
|
2,586
|
|
|
|
Fair value
|
Life (years)
|
||
|
Customer relationships
|
$
|
1,094
|
|
15
|
|
Trade names and associated trademarks
|
81
|
|
5
|
|
|
Non-compete agreements
|
49
|
|
5
|
|
|
Total
|
$
|
1,224
|
|
|
|
10
1
/
4
percent Senior Notes
|
$
|
(225
|
)
|
|
8
1
/
4
percent Senior Notes
|
(699
|
)
|
|
|
Capital leases
|
(99
|
)
|
|
|
Total assumed debt
|
$
|
(1,023
|
)
|
|
|
Year Ended December 31,
|
|
|||||||
|
|
2012
|
|
|
2011
|
|
|
|
||
|
United Rentals historic revenues
|
$
|
4,117
|
|
|
$
|
2,611
|
|
|
|
|
RSC historic revenues
|
547
|
|
|
1,522
|
|
|
|
||
|
Pro forma revenues
|
4,664
|
|
|
4,133
|
|
|
|
||
|
United Rentals historic pretax income
|
88
|
|
|
164
|
|
|
|
||
|
RSC historic pretax loss
|
(8
|
)
|
|
(40
|
)
|
|
|
||
|
Combined pretax income
|
80
|
|
|
124
|
|
|
|
||
|
Pro forma adjustments to combined pretax income:
|
|
|
|
|
|
||||
|
Impact of fair value mark-ups/useful life changes on depreciation (1)
|
—
|
|
|
—
|
|
|
|
||
|
Impact of the fair value mark-up of acquired RSC fleet on cost of rental equipment sales (2)
|
(4
|
)
|
|
(12
|
)
|
|
|
||
|
Intangible asset amortization (3)
|
(43
|
)
|
|
(173
|
)
|
|
|
||
|
Interest expense on merger financing notes (4)
|
(39
|
)
|
|
(207
|
)
|
|
|
||
|
Elimination of historic RSC interest (5)
|
38
|
|
|
166
|
|
|
|
||
|
RSC historic interest fair value adjustment (6)
|
2
|
|
|
7
|
|
|
|
||
|
Elimination of merger costs (7)
|
148
|
|
|
30
|
|
|
|
||
|
Restructuring charges (8)
|
92
|
|
|
(101
|
)
|
|
|
||
|
Pro forma pretax income (loss)
|
$
|
274
|
|
|
$
|
(166
|
)
|
|
|
|
•
|
General construction and industrial equipment
, such as backhoes, skid-steer loaders, forklifts, earthmoving equipment and material handling equipment. In
2013
,
2012
and
2011
, respectively, general construction and industrial equipment accounted for approximately
44 percent
,
45 percent
and
41 percent
of our equipment rental revenue;
|
|
•
|
Aerial work platforms,
such as boom lifts and scissor lifts. In
2013
,
2012
and
2011
, respectively, aerial work platforms accounted for approximately
36 percent
,
36 percent
and
39 percent
of our equipment rental revenue; and
|
|
•
|
General tools and light equipment
, such as pressure washers, water pumps and power tools. In
2013
,
2012
and
2011
, respectively, general tools and light equipment accounted for approximately
9 percent
,
9 percent
and
8 percent
of our equipment rental revenue.
|
|
•
|
Power and HVAC equipment
, such as portable diesel generators, electrical distribution equipment, and temperature control equipment. In
2013
,
2012
and
2011
, power and HVAC equipment accounted for approxima
tely
6
percent o
f our equipment rental revenue; and
|
|
•
|
Trench safety equipment
, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work. In
2013
,
2012
and
2011
, respectively, trench safety equipment accounted for approximately
5 percent
,
4 percent
and
6 percent
of our equipment rental revenue.
|
|
|
General
rentals |
|
Trench safety,
power and HVAC |
|
Total
|
||||||
|
2013
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
3,869
|
|
|
$
|
327
|
|
|
$
|
4,196
|
|
|
Sales of rental equipment
|
474
|
|
|
16
|
|
|
490
|
|
|||
|
Sales of new equipment
|
97
|
|
|
7
|
|
|
104
|
|
|||
|
Contractor supplies sales
|
79
|
|
|
8
|
|
|
87
|
|
|||
|
Service and other revenues
|
72
|
|
|
6
|
|
|
78
|
|
|||
|
Total revenue
|
4,591
|
|
|
364
|
|
|
4,955
|
|
|||
|
Depreciation and amortization expense
|
1,038
|
|
|
60
|
|
|
1,098
|
|
|||
|
Equipment rentals gross profit
|
1,557
|
|
|
153
|
|
|
1,710
|
|
|||
|
Capital expenditures
|
1,556
|
|
|
128
|
|
|
1,684
|
|
|||
|
Total assets
|
$
|
10,677
|
|
|
$
|
554
|
|
|
$
|
11,231
|
|
|
2012
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
3,188
|
|
|
$
|
267
|
|
|
$
|
3,455
|
|
|
Sales of rental equipment
|
387
|
|
|
12
|
|
|
399
|
|
|||
|
Sales of new equipment
|
86
|
|
|
7
|
|
|
93
|
|
|||
|
Contractor supplies sales
|
80
|
|
|
7
|
|
|
87
|
|
|||
|
Service and other revenues
|
79
|
|
|
4
|
|
|
83
|
|
|||
|
Total revenue
|
3,820
|
|
|
297
|
|
|
4,117
|
|
|||
|
Depreciation and amortization expense
|
850
|
|
|
47
|
|
|
897
|
|
|||
|
Equipment rentals gross profit
|
1,239
|
|
|
125
|
|
|
1,364
|
|
|||
|
Capital expenditures
|
1,285
|
|
|
84
|
|
|
1,369
|
|
|||
|
Total assets
|
$
|
10,545
|
|
|
$
|
481
|
|
|
$
|
11,026
|
|
|
2011
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
1,953
|
|
|
$
|
198
|
|
|
$
|
2,151
|
|
|
Sales of rental equipment
|
201
|
|
|
7
|
|
|
208
|
|
|||
|
Sales of new equipment
|
77
|
|
|
7
|
|
|
84
|
|
|||
|
Contractor supplies sales
|
79
|
|
|
6
|
|
|
85
|
|
|||
|
Service and other revenues
|
79
|
|
|
4
|
|
|
83
|
|
|||
|
Total revenue
|
2,389
|
|
|
222
|
|
|
2,611
|
|
|||
|
Depreciation and amortization expense
|
448
|
|
|
32
|
|
|
480
|
|
|||
|
Equipment rentals gross profit
|
643
|
|
|
93
|
|
|
736
|
|
|||
|
Capital expenditures
|
$
|
739
|
|
|
$
|
71
|
|
|
$
|
810
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Total equipment rentals gross profit
|
$
|
1,710
|
|
|
$
|
1,364
|
|
|
$
|
736
|
|
|
Gross profit from other lines of business
|
277
|
|
|
223
|
|
|
162
|
|
|||
|
Selling, general and administrative expenses
|
(642
|
)
|
|
(588
|
)
|
|
(407
|
)
|
|||
|
RSC merger related costs
|
(9
|
)
|
|
(111
|
)
|
|
(19
|
)
|
|||
|
Restructuring charge
|
(12
|
)
|
|
(99
|
)
|
|
(19
|
)
|
|||
|
Non-rental depreciation and amortization
|
(246
|
)
|
|
(198
|
)
|
|
(57
|
)
|
|||
|
Interest expense, net
|
(475
|
)
|
|
(512
|
)
|
|
(228
|
)
|
|||
|
Interest expense- subordinated convertible debentures
|
(3
|
)
|
|
(4
|
)
|
|
(7
|
)
|
|||
|
Other income, net
|
5
|
|
|
13
|
|
|
3
|
|
|||
|
Income before provision for income taxes
|
$
|
605
|
|
|
$
|
88
|
|
|
$
|
164
|
|
|
|
Domestic
|
|
Foreign
|
|
Total
|
||||||
|
2013
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
3,612
|
|
|
$
|
584
|
|
|
$
|
4,196
|
|
|
Sales of rental equipment
|
438
|
|
|
52
|
|
|
490
|
|
|||
|
Sales of new equipment
|
82
|
|
|
22
|
|
|
104
|
|
|||
|
Contractor supplies sales
|
70
|
|
|
17
|
|
|
87
|
|
|||
|
Service and other revenues
|
62
|
|
|
16
|
|
|
78
|
|
|||
|
Total revenue
|
4,264
|
|
|
691
|
|
|
4,955
|
|
|||
|
Rental equipment, net
|
4,768
|
|
|
606
|
|
|
5,374
|
|
|||
|
Property and equipment, net
|
381
|
|
|
40
|
|
|
421
|
|
|||
|
Goodwill and other intangibles, net
|
$
|
3,639
|
|
|
$
|
332
|
|
|
$
|
3,971
|
|
|
2012
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
2,948
|
|
|
$
|
507
|
|
|
$
|
3,455
|
|
|
Sales of rental equipment
|
350
|
|
|
49
|
|
|
399
|
|
|||
|
Sales of new equipment
|
67
|
|
|
26
|
|
|
93
|
|
|||
|
Contractor supplies sales
|
67
|
|
|
20
|
|
|
87
|
|
|||
|
Service and other revenues
|
66
|
|
|
17
|
|
|
83
|
|
|||
|
Total revenue
|
3,498
|
|
|
619
|
|
|
4,117
|
|
|||
|
Rental equipment, net
|
4,357
|
|
|
609
|
|
|
4,966
|
|
|||
|
Property and equipment, net
|
390
|
|
|
38
|
|
|
428
|
|
|||
|
Goodwill and other intangibles, net
|
$
|
3,804
|
|
|
$
|
366
|
|
|
$
|
4,170
|
|
|
2011
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
1,779
|
|
|
$
|
372
|
|
|
$
|
2,151
|
|
|
Sales of rental equipment
|
180
|
|
|
28
|
|
|
208
|
|
|||
|
Sales of new equipment
|
59
|
|
|
25
|
|
|
84
|
|
|||
|
Contractor supplies sales
|
62
|
|
|
23
|
|
|
85
|
|
|||
|
Service and other revenues
|
64
|
|
|
19
|
|
|
83
|
|
|||
|
Total revenue
|
$
|
2,144
|
|
|
$
|
467
|
|
|
$
|
2,611
|
|
|
Description
|
|
Beginning
Reserve Balance |
|
Charged to
Costs and Expenses (1) |
|
Payments
and Other |
|
Ending
Reserve Balance |
||||||||
|
Year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
||||||||
|
Branch closure charges
|
|
$
|
26
|
|
|
$
|
17
|
|
|
$
|
(16
|
)
|
|
$
|
27
|
|
|
Severance costs
|
|
2
|
|
|
2
|
|
|
(3
|
)
|
|
1
|
|
||||
|
Total
|
|
$
|
28
|
|
|
$
|
19
|
|
|
$
|
(19
|
)
|
|
$
|
28
|
|
|
Year ended December 31, 2012:
|
|
|
|
|
|
|
|
|
||||||||
|
Branch closure charges
|
|
$
|
27
|
|
|
$
|
3
|
|
|
$
|
(11
|
)
|
|
$
|
19
|
|
|
Severance costs
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
||||
|
Total
|
|
$
|
28
|
|
|
$
|
3
|
|
|
$
|
(12
|
)
|
|
$
|
19
|
|
|
Year ended December 31, 2013:
|
|
|
|
|
|
|
|
|
||||||||
|
Branch closure charges
|
|
$
|
19
|
|
|
$
|
3
|
|
|
$
|
(9
|
)
|
|
$
|
13
|
|
|
Severance costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Total
|
|
$
|
19
|
|
|
$
|
3
|
|
|
$
|
(9
|
)
|
|
$
|
13
|
|
|
(1)
|
Reflected in our consolidated statements of income as “Restructuring charge.” The restructuring charges are not allocated to our segments.
|
|
Description
|
|
Beginning
Reserve Balance |
|
Charged to
Costs and Expenses (1) |
|
Payments
and Other |
|
Ending
Reserve Balance |
||||||||
|
Year ended December 31, 2012:
|
|
|
|
|
|
|
|
|
||||||||
|
Branch closure charges
|
|
$
|
—
|
|
|
$
|
53
|
|
|
$
|
(20
|
)
|
|
$
|
33
|
|
|
Severance costs
|
|
—
|
|
|
43
|
|
|
(34
|
)
|
|
9
|
|
||||
|
Total
|
|
$
|
—
|
|
|
$
|
96
|
|
|
$
|
(54
|
)
|
|
$
|
42
|
|
|
Year ended December 31, 2013:
|
|
|
|
|
|
|
|
|
||||||||
|
Branch closure charges
|
|
$
|
33
|
|
|
$
|
7
|
|
|
$
|
(20
|
)
|
|
$
|
20
|
|
|
Severance costs
|
|
9
|
|
|
2
|
|
|
(9
|
)
|
|
2
|
|
||||
|
Total
|
|
$
|
42
|
|
|
$
|
9
|
|
|
$
|
(29
|
)
|
|
$
|
22
|
|
|
(1)
|
Reflected in our consolidated statements of income as “Restructuring charge.” The restructuring charges are not allocated to our segments.
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
Rental equipment
|
$
|
7,574
|
|
|
$
|
6,820
|
|
|
Less accumulated depreciation
|
(2,200
|
)
|
|
(1,854
|
)
|
||
|
Rental equipment, net
|
$
|
5,374
|
|
|
$
|
4,966
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
Land
|
$
|
103
|
|
|
$
|
106
|
|
|
Buildings
|
213
|
|
|
224
|
|
||
|
Non-rental vehicles
|
67
|
|
|
64
|
|
||
|
Machinery and equipment
|
55
|
|
|
51
|
|
||
|
Furniture and fixtures
|
160
|
|
|
141
|
|
||
|
Leasehold improvements
|
192
|
|
|
175
|
|
||
|
|
790
|
|
|
761
|
|
||
|
Less accumulated depreciation and amortization
|
(369
|
)
|
|
(333
|
)
|
||
|
Property and equipment, net
|
$
|
421
|
|
|
$
|
428
|
|
|
|
General rentals
|
|
Trench safety,
power and HVAC |
|
Total
|
||||||
|
Balance at January 1, 2011 (1)
|
$
|
105
|
|
|
$
|
93
|
|
|
$
|
198
|
|
|
Goodwill related to acquisitions
|
65
|
|
|
31
|
|
|
96
|
|
|||
|
Foreign currency translation and other adjustments
|
(3
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||
|
Balance at December 31, 2011 (1)
|
167
|
|
|
122
|
|
|
289
|
|
|||
|
Goodwill related to acquisitions (2)
|
2,661
|
|
|
20
|
|
|
2,681
|
|
|||
|
Balance at December 31, 2012 (1)
|
2,828
|
|
|
142
|
|
|
2,970
|
|
|||
|
Foreign currency translation and other adjustments
|
(16
|
)
|
|
(1
|
)
|
|
(17
|
)
|
|||
|
Balance at December 31, 2013 (1)
|
$
|
2,812
|
|
|
$
|
141
|
|
|
$
|
2,953
|
|
|
(1)
|
The total carrying amount of goodwill for all periods in the table above is reflected net of
$1,557
of accumulated impairment charges, which were primarily recorded in our general rentals segment.
|
|
(2)
|
Includes goodwill adjustments for the effect on goodwill of changes to net assets acquired during the measurement period, which were not significant to our previously reported operating results or financial condition.
|
|
|
December 31, 2013
|
||||||||||||
|
|
Weighted-Average Remaining
Amortization Period |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||
|
Non-compete agreements
|
40 months
|
|
$
|
54
|
|
|
$
|
18
|
|
|
$
|
36
|
|
|
Customer relationships
|
13 years
|
|
$
|
1,227
|
|
|
$
|
285
|
|
|
$
|
942
|
|
|
Trade names and associated trademarks
|
40 months
|
|
$
|
81
|
|
|
$
|
41
|
|
|
$
|
40
|
|
|
|
December 31, 2012
|
||||||||||||
|
|
Weighted-Average Remaining
Amortization Period |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||
|
Non-compete agreements
|
51 months
|
|
$
|
56
|
|
|
$
|
9
|
|
|
$
|
47
|
|
|
Customer relationships
|
14 years
|
|
$
|
1,233
|
|
|
$
|
144
|
|
|
$
|
1,089
|
|
|
Trade names and associated trademarks
|
52 months
|
|
$
|
82
|
|
|
$
|
18
|
|
|
$
|
64
|
|
|
2014
|
$
|
161
|
|
|
2015
|
146
|
|
|
|
2016
|
131
|
|
|
|
2017
|
107
|
|
|
|
2018
|
90
|
|
|
|
Thereafter
|
383
|
|
|
|
Total
|
$
|
1,018
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
Self-insurance accruals
|
$
|
34
|
|
|
$
|
38
|
|
|
Accrued compensation and benefit costs
|
67
|
|
|
82
|
|
||
|
Property and income taxes payable
|
29
|
|
|
29
|
|
||
|
Restructuring reserves (1)
|
35
|
|
|
61
|
|
||
|
Interest payable
|
99
|
|
|
103
|
|
||
|
Deferred revenue (2)
|
32
|
|
|
28
|
|
||
|
National accounts accrual
|
35
|
|
|
33
|
|
||
|
Other (3)
|
59
|
|
|
61
|
|
||
|
Accrued expenses and other liabilities
|
$
|
390
|
|
|
$
|
435
|
|
|
(1)
|
Relates to branch closure charges and severance costs. See note
5
(“Restructuring and Asset Impairment Charges”) for additional detail.
|
|
(2)
|
Primarily relates to amounts billed to customers in excess of recognizable equipment rental revenue. See note
2
(“Revenue Recognition”) for additional detail.
|
|
(3)
|
Other includes multiple items, none of which are individually significant.
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
Self-insurance accruals
|
$
|
60
|
|
|
$
|
59
|
|
|
Other
|
9
|
|
|
6
|
|
||
|
Other long-term liabilities
|
$
|
69
|
|
|
$
|
65
|
|
|
|
Location of income
(expense) recognized on derivative/hedged item |
|
Amount of income (expense)
recognized on derivative |
|
Amount of income (expense)
recognized on hedged item |
|
||
|
Year ended December 31, 2013:
|
|
|
|
|
|
|
||
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||
|
Fixed price diesel swaps
|
Other income (expense), net (1)
|
|
$ *
|
|
|
|
|
|
|
|
Cost of equipment rentals, excluding
depreciation (2), (3) |
|
*
|
|
|
(38
|
)
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||
|
Foreign currency forward contracts
|
Other income (expense), net
|
|
(3
|
)
|
|
3
|
|
|
|
Year ended December 31, 2012:
|
|
|
|
|
|
|
||
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||
|
Fixed price diesel swaps
|
Other income (expense), net (1)
|
|
$ *
|
|
|
|
|
|
|
|
Cost of equipment rentals, excluding
depreciation (2), (3) |
|
*
|
|
|
(25
|
)
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||
|
Foreign currency forward contracts
|
Other income (expense), net
|
|
*
|
|
|
*
|
|
|
|
Year ended December 31, 2011:
|
|
|
|
|
|
|
||
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||
|
Fixed price diesel swaps
|
Other income (expense), net (1)
|
|
$ *
|
|
|
|
|
|
|
|
Cost of equipment rentals, excluding
depreciation (2), (3) |
|
2
|
|
|
(23
|
)
|
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||
|
Foreign currency forward contracts
|
Other income (expense), net
|
|
4
|
|
|
(4
|
)
|
|
|
(1)
|
Represents the ineffective portion of the fixed price diesel swaps.
|
|
(2)
|
Amounts recognized on derivative represent the effective portion of the fixed price diesel swaps.
|
|
(3)
|
Amounts recognized on hedged item reflect the use of
9.7 million
,
6.3 million
and
5.9 million
gallons of diesel covered by the fixed price swaps during the years ended
December 31, 2013
,
2012
and
2011
, respectively.
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
|
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
|
Level 1:
|
|
|
|
|
|
|
|
||||||||
|
Subordinated convertible debentures
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
55
|
|
|
$
|
63
|
|
|
Senior and senior subordinated notes
|
5,381
|
|
|
5,848
|
|
|
5,387
|
|
|
5,881
|
|
||||
|
Level 2:
|
|
|
|
|
|
|
|
||||||||
|
4 percent Convertible Senior Notes (1)
|
136
|
|
|
149
|
|
|
137
|
|
|
155
|
|
||||
|
Level 3:
|
|
|
|
|
|
|
|
||||||||
|
Capital leases (2)
|
120
|
|
|
118
|
|
|
148
|
|
|
145
|
|
||||
|
(1)
|
The fair value of the
4 percent
Convertible Senior Notes is based on the market value of comparable notes. Consistent with the carrying amount, the fair value excludes the equity component of the notes. To exclude the equity component and calculate the fair value, we used an effective interest rate of
6.6
percent. As discussed below (see note
12
), the total cost to settle the notes based on the closing price of our common stock on
December 31, 2013
would be $
1,094
.
|
|
(2)
|
The fair value of capital leases reflects the present value of the leases using a
7.0
percent interest rate.
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
URNA and subsidiaries debt:
|
|
|
|
||||
|
Accounts Receivable Securitization Facility (1)
|
$
|
430
|
|
|
$
|
453
|
|
|
$2.3 billion ABL Facility (1)
|
1,106
|
|
|
1,184
|
|
||
|
5
3
/
4
percent Senior Secured Notes (2)
|
750
|
|
|
750
|
|
||
|
10
1
/
4
percent Senior Notes (3)
|
220
|
|
|
223
|
|
||
|
9
1
/
4
percent Senior Notes
|
494
|
|
|
494
|
|
||
|
7
3
/
8
percent Senior Notes (2)
|
750
|
|
|
750
|
|
||
|
8
3
/
8
percent Senior Subordinated Notes
|
750
|
|
|
750
|
|
||
|
8
1
/
4
percent Senior Notes (3)
|
692
|
|
|
695
|
|
||
|
7
5
/
8
percent Senior Notes (2)
|
1,325
|
|
|
1,325
|
|
||
|
6
1
/
8
percent Senior Notes
|
400
|
|
|
400
|
|
||
|
Capital leases (3)
|
120
|
|
|
148
|
|
||
|
Total URNA and subsidiaries debt
|
7,037
|
|
|
7,172
|
|
||
|
Holdings:
|
|
|
|
||||
|
4 percent Convertible Senior Notes
|
136
|
|
|
137
|
|
||
|
Total debt (4)
|
7,173
|
|
|
7,309
|
|
||
|
Less short-term portion
|
(604
|
)
|
|
(630
|
)
|
||
|
Total long-term debt
|
$
|
6,569
|
|
|
$
|
6,679
|
|
|
(1)
|
$1,142
and
$53
were available under our ABL facility and accounts receivable securitization facility, respectively, at
December 31, 2013
. The ABL facility availability is reflected net of
$52
of letters of credit. At
December 31, 2013
, the interest rates applicable to our ABL facility and accounts receivable securitization facility were
2.5 percent
and
0.8 percent
, respectively.
|
|
(2)
|
In connection with the RSC merger, on
March 9, 2012
, we issued the merger financing notes. See below for additional detail regarding each of the merger financing notes.
|
|
(3)
|
Upon consummation of the RSC merger, we assumed certain of RSC's debt, including capital leases. See below for additional detail regarding the assumed RSC debt.
|
|
(4)
|
In August 1998, a subsidiary trust of Holdings (the “Trust”) issued and sold
$300
of 6
1
/
2
percent Convertible Quarterly Income Preferred Securities (“QUIPS”) in a private offering. The Trust used the proceeds from the offering to purchase 6
1
/
2
percent subordinated convertible debentures due 2028 (the “Debentures”), which resulted in Holdings receiving all of the net proceeds of the offering. The QUIPS were non-voting securities, carried a liquidation value of
$50
(fifty dollars) per security and were convertible into Holdings’ common stock. During the year ended
December 31, 2013
, an aggregate o
f
$55
of QUIPS was redeemed. In connection with these redemptions, during the year ended
December 31, 2013
, we retired
$55
principal amount of our subordinated convertible debentures. As of
December 31, 2013
, there were no QUIPS or subordinated convertible debentures outstanding. Total long-term debt at
December 31, 2012
excludes
$55
of these Debentures, which were separately classified in our consolidated balance sheets and referred to as “subordinated convertible debentures.” The subordinated convertible debentures reflected the obligation to our subsidiary that issued the QUIPS. This subsidiary was not consolidated in our financial statements because we were not the primary beneficiary of the Trust. As of
December 31, 2013
, the Trust was liquidated.
|
|
•
|
borrowings are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves, exceeds the outstanding loans by a specified amount. As of
December 31, 2013
, there were
$501
of receivables, net of applicable reserves, in the collateral pool;
|
|
•
|
the receivables in the collateral pool are the lenders’ only source of repayment;
|
|
•
|
upon early termination of the facility, no new amounts will be advanced under the facility and collections on the receivables securing the facility will be used to repay the outstanding borrowings; and
|
|
•
|
standard termination events including, without limitation, a change of control of Holdings, URNA or certain of its subsidiaries, a failure to make payments, a failure to comply with standard default, delinquency, dilution and days sales outstanding covenants, or breach of certain financial ratio covenants under the ABL facility.
|
|
2014
|
$
|
468
|
|
|
2015
|
189
|
|
|
|
2016
|
1,328
|
|
|
|
2017
|
12
|
|
|
|
2018
|
756
|
|
|
|
Thereafter
|
4,384
|
|
|
|
Total
|
$
|
7,137
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Current
|
|
|
|
|
|
||||||
|
Federal
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Foreign
|
39
|
|
|
27
|
|
|
22
|
|
|||
|
State and local
|
2
|
|
|
2
|
|
|
2
|
|
|||
|
|
51
|
|
|
29
|
|
|
24
|
|
|||
|
Deferred
|
|
|
|
|
|
||||||
|
Federal
|
149
|
|
|
(22
|
)
|
|
36
|
|
|||
|
Foreign
|
4
|
|
|
2
|
|
|
1
|
|
|||
|
State and local
|
14
|
|
|
4
|
|
|
2
|
|
|||
|
|
167
|
|
|
(16
|
)
|
|
39
|
|
|||
|
Total
|
$
|
218
|
|
|
$
|
13
|
|
|
$
|
63
|
|
|
|
Year ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Computed tax at statutory tax rate
|
$
|
212
|
|
|
$
|
31
|
|
|
$
|
57
|
|
|
State income taxes, net of federal tax benefit (1)
|
15
|
|
|
5
|
|
|
3
|
|
|||
|
Non-deductible expenses and other (2)
|
8
|
|
|
(8
|
)
|
|
12
|
|
|||
|
Foreign taxes
|
(17
|
)
|
|
(15
|
)
|
|
(9
|
)
|
|||
|
Total
|
$
|
218
|
|
|
$
|
13
|
|
|
$
|
63
|
|
|
(1)
|
2012
state income taxes, net of federal tax benefit includes $
8
of expense primarily related to the write-off of certain state deferred tax assets as a result of the RSC acquisition.
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
|
Current
|
|
Non
Current |
|
Total
|
|
Current
|
|
Non
Current |
|
Total
|
||||||||||||
|
Reserves and allowances
|
$
|
54
|
|
|
$
|
59
|
|
|
$
|
113
|
|
|
$
|
61
|
|
|
$
|
58
|
|
|
$
|
119
|
|
|
Intangibles
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Debt cancellation and other
|
—
|
|
|
41
|
|
|
41
|
|
|
—
|
|
|
37
|
|
|
37
|
|
||||||
|
Net operating loss and credit carryforwards
|
206
|
|
|
69
|
|
|
275
|
|
|
204
|
|
|
245
|
|
|
449
|
|
||||||
|
Total deferred tax assets
|
260
|
|
|
169
|
|
|
429
|
|
|
265
|
|
|
340
|
|
|
605
|
|
||||||
|
Property and equipment
|
—
|
|
|
(1,259
|
)
|
|
(1,259
|
)
|
|
—
|
|
|
(1,236
|
)
|
|
(1,236
|
)
|
||||||
|
Intangibles
|
—
|
|
|
(369
|
)
|
|
(369
|
)
|
|
—
|
|
|
(405
|
)
|
|
(405
|
)
|
||||||
|
Valuation allowance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
|
Total deferred tax liability
|
—
|
|
|
(1,628
|
)
|
|
(1,628
|
)
|
|
—
|
|
|
(1,642
|
)
|
|
(1,642
|
)
|
||||||
|
Total deferred income tax asset (liability)
|
$
|
260
|
|
|
$
|
(1,459
|
)
|
|
$
|
(1,199
|
)
|
|
$
|
265
|
|
|
$
|
(1,302
|
)
|
|
$
|
(1,037
|
)
|
|
|
2013
|
|
2012
|
||||
|
Balance at January 1
|
$
|
17
|
|
|
$
|
6
|
|
|
Additions for tax positions of prior years
|
6
|
|
|
7
|
|
||
|
Additions for tax positions of prior years related to RSC acquisition
|
—
|
|
|
6
|
|
||
|
Settlements
|
—
|
|
|
(2
|
)
|
||
|
Balance at December 31
|
$
|
23
|
|
|
$
|
17
|
|
|
|
Real
Estate Leases |
|
Non-Rental
Equipment Leases |
||||
|
2014
|
$
|
98
|
|
|
$
|
28
|
|
|
2015
|
87
|
|
|
29
|
|
||
|
2016
|
72
|
|
|
22
|
|
||
|
2017
|
54
|
|
|
21
|
|
||
|
2018
|
35
|
|
|
19
|
|
||
|
Thereafter
|
67
|
|
|
16
|
|
||
|
Total
|
$
|
413
|
|
|
$
|
135
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Depreciation of rental equipment
|
$
|
22
|
|
|
$
|
15
|
|
|
$
|
3
|
|
|
Non-rental depreciation and amortization
|
5
|
|
|
4
|
|
|
4
|
|
|||
|
Rental equipment
|
171
|
|
|
167
|
|
|
|
||||
|
Less accumulated depreciation
|
(38
|
)
|
|
(23
|
)
|
|
|
||||
|
Rental equipment, net
|
133
|
|
|
144
|
|
|
|
||||
|
Property and equipment, net:
|
|
|
|
|
|
||||||
|
Non-rental vehicles
|
18
|
|
|
23
|
|
|
|
||||
|
Buildings
|
18
|
|
|
17
|
|
|
|
||||
|
Less accumulated depreciation and amortization
|
(13
|
)
|
|
(9
|
)
|
|
|
||||
|
Property and equipment, net
|
$
|
23
|
|
|
$
|
31
|
|
|
|
||
|
2014
|
$
|
43
|
|
|
2015
|
36
|
|
|
|
2016
|
24
|
|
|
|
2017
|
13
|
|
|
|
2018
|
7
|
|
|
|
Thereafter
|
10
|
|
|
|
Total
|
133
|
|
|
|
Less amount representing interest (1)
|
(13
|
)
|
|
|
Capital lease obligations
|
$
|
120
|
|
|
(1)
|
The weighted average interest rate on our capital lease obligations as of
December 31, 2013
was approximately
5.3 percent
.
|
|
|
Shares
|
|
Weighted-Average
Exercise Price |
|||
|
Outstanding at January 1, 2011
|
3,353
|
|
|
$
|
14.30
|
|
|
Granted
|
63
|
|
|
31.49
|
|
|
|
Exercised
|
(1,831
|
)
|
|
19.25
|
|
|
|
Canceled
|
(49
|
)
|
|
7.85
|
|
|
|
Outstanding at December 31, 2011
|
1,536
|
|
|
9.30
|
|
|
|
Granted
|
1,148
|
|
|
22.17
|
|
|
|
Exercised
|
(1,362
|
)
|
|
15.42
|
|
|
|
Canceled
|
(34
|
)
|
|
32.26
|
|
|
|
Outstanding at December 31, 2012
|
1,288
|
|
|
13.69
|
|
|
|
Granted
|
74
|
|
|
53.78
|
|
|
|
Exercised
|
(484
|
)
|
|
12.22
|
|
|
|
Canceled
|
(3
|
)
|
|
23.63
|
|
|
|
Outstanding at December 31, 2013
|
875
|
|
|
17.85
|
|
|
|
Exercisable at December 31, 2011
|
674
|
|
|
$
|
10.14
|
|
|
Exercisable at December 31, 2012
|
770
|
|
|
$
|
10.97
|
|
|
Exercisable at December 31, 2013
|
684
|
|
|
$
|
11.67
|
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
|
Range of Exercise Prices
|
|
Amount
Outstanding |
|
Weighted
Average Remaining Contractual Life |
|
Weighted
Average Exercise Price |
|
Amount
Exercisable |
|
Weighted
Average Exercise Price |
||||||
|
$0.01-5.00
|
|
243
|
|
|
5.2
|
|
$
|
3.38
|
|
|
243
|
|
|
$
|
3.38
|
|
|
5.01-10.00
|
|
209
|
|
|
6.2
|
|
8.32
|
|
|
209
|
|
|
8.32
|
|
||
|
10.01-15.00
|
|
40
|
|
|
5.1
|
|
14.43
|
|
|
37
|
|
|
14.48
|
|
||
|
15.01-20.00
|
|
69
|
|
|
4.2
|
|
16.21
|
|
|
68
|
|
|
16.22
|
|
||
|
20.01-25.00
|
|
10
|
|
|
2.9
|
|
24.67
|
|
|
10
|
|
|
24.67
|
|
||
|
25.01-30.00
|
|
107
|
|
|
6.0
|
|
25.81
|
|
|
55
|
|
|
25.96
|
|
||
|
30.01-35.00
|
|
72
|
|
|
7.0
|
|
31.77
|
|
|
45
|
|
|
31.72
|
|
||
|
35.01-40.00
|
|
—
|
|
|
0
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
40.01-45.00
|
|
51
|
|
|
8.1
|
|
41.25
|
|
|
17
|
|
|
41.25
|
|
||
|
45.01-50.00
|
|
—
|
|
|
0
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
50.01-55.00
|
|
74
|
|
|
9.2
|
|
53.78
|
|
|
—
|
|
|
—
|
|
||
|
|
|
875
|
|
|
|
|
$
|
17.85
|
|
|
684
|
|
|
$
|
11.67
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Intrinsic value of options exercised
|
$
|
21
|
|
|
$
|
33
|
|
|
$
|
22
|
|
|
Weighted-average grant date fair value per option
|
$
|
24.56
|
|
|
$
|
29.52
|
|
|
$
|
14.58
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
RSUs granted
|
894
|
|
|
1,216
|
|
|
499
|
|
|||
|
Weighted-average grant date price per unit
|
$
|
57.50
|
|
|
$
|
43.98
|
|
|
$
|
30.98
|
|
|
|
Stock Units
|
|
Weighted-Average
Grant Date Fair Value |
|||
|
Nonvested as of December 31, 2012
|
901
|
|
|
$
|
33.50
|
|
|
Granted
|
894
|
|
|
57.50
|
|
|
|
Vested
|
(999
|
)
|
|
44.96
|
|
|
|
Forfeited
|
(33
|
)
|
|
42.45
|
|
|
|
Nonvested as of December 31, 2013
|
763
|
|
|
$
|
46.06
|
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Full
Year |
||||||||||
|
For the year ended December 31, 2013 (1):
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total revenues
|
$
|
1,100
|
|
|
$
|
1,206
|
|
|
$
|
1,311
|
|
|
$
|
1,338
|
|
|
$
|
4,955
|
|
|
Gross profit
|
385
|
|
|
471
|
|
|
564
|
|
|
567
|
|
|
1,987
|
|
|||||
|
Operating income
|
149
|
|
|
250
|
|
|
337
|
|
|
342
|
|
|
1,078
|
|
|||||
|
Net income
|
21
|
|
|
83
|
|
|
143
|
|
|
140
|
|
|
387
|
|
|||||
|
Earnings per share—basic
|
0.22
|
|
|
0.89
|
|
|
1.53
|
|
|
1.49
|
|
|
4.14
|
|
|||||
|
Earnings per share—diluted (3)
|
0.19
|
|
|
0.78
|
|
|
1.35
|
|
|
1.31
|
|
|
3.64
|
|
|||||
|
For the year ended December 31, 2012 (2):
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total revenues
|
$
|
656
|
|
|
$
|
993
|
|
|
$
|
1,219
|
|
|
$
|
1,249
|
|
|
$
|
4,117
|
|
|
Gross profit
|
213
|
|
|
374
|
|
|
505
|
|
|
495
|
|
|
1,587
|
|
|||||
|
Operating income
|
87
|
|
|
46
|
|
|
222
|
|
|
236
|
|
|
591
|
|
|||||
|
Net income (loss)
|
13
|
|
|
(52
|
)
|
|
73
|
|
|
41
|
|
|
75
|
|
|||||
|
Earnings (loss) per share—basic
|
0.21
|
|
|
(0.63
|
)
|
|
0.78
|
|
|
0.45
|
|
|
0.91
|
|
|||||
|
Earnings (loss) per share—diluted (3)
|
0.17
|
|
|
(0.63
|
)
|
|
0.70
|
|
|
0.40
|
|
|
0.79
|
|
|||||
|
(1)
|
The fourth quarter of
2013
includes a reductio
n in bad debt expense of
$17
as compared to the fourth quarter of 2012 primarily due to improved receivable aging. In the fourth quarter of
2013
, we recognized a benefit of
$3
in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.
|
|
(2)
|
During the fourth quarter of
2012
, we recognized
$13
of charges associated with the RSC acquisition. Additionally, during the quarter, we recognized restructuring charges of
$6
, primarily reflecting branch closure charges associated with the RSC acquisition. During the quarter, we also recognized asset impairment charges of
$2
which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets. During the fourth quarter of
2012
, we redeemed our 10
7
/
8
percent Senior Notes and all of our outstanding 1
7
/
8
percent Convertible Senior Subordinated Notes were converted. Upon redemption/conversion, we recognized a loss of
$72
in interest expense, net. The loss represents the difference between the net carrying amount and the total purchase/conversion price of these securities. During the quarter, we also recognized a benefit of $
6
in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves. Additionally, operating income for the fourth quarter 2012 included $
8
of costs, in the aggregate, primarily related to the merger, which should have been recognized in the second and third quarters of 2012. There was no impact on 2012 full year operating income.
|
|
(3)
|
Diluted earnings (loss) per share includes the after-tax impacts of the following:
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Full
Year |
||||||||||
|
For the year ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
RSC merger related costs (4)
|
$
|
(0.03
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.05
|
)
|
|
RSC merger related intangible asset amortization (5)
|
(0.24
|
)
|
|
(0.24
|
)
|
|
(0.23
|
)
|
|
(0.24
|
)
|
|
(0.94
|
)
|
|||||
|
Impact on depreciation related to acquired RSC fleet and property and equipment (6)
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
0.04
|
|
|||||
|
Impact of the fair value mark-up of acquired RSC fleet and inventory (7)
|
(0.08
|
)
|
|
(0.07
|
)
|
|
(0.05
|
)
|
|
(0.06
|
)
|
|
(0.25
|
)
|
|||||
|
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (9)
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
0.04
|
|
|||||
|
Restructuring charge (10)
|
(0.04
|
)
|
|
(0.03
|
)
|
|
(0.01
|
)
|
|
—
|
|
|
(0.07
|
)
|
|||||
|
Asset impairment charge (11)
|
(0.01
|
)
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
(0.02
|
)
|
|||||
|
Loss on extinguishment of debt securities, including subordinated convertible debentures
|
(0.01
|
)
|
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
(0.02
|
)
|
|||||
|
For the year ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
RSC merger related costs (4)
|
$
|
(0.09
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.72
|
)
|
|
RSC merger related intangible asset amortization (5)
|
—
|
|
|
(0.21
|
)
|
|
(0.25
|
)
|
|
(0.25
|
)
|
|
(0.74
|
)
|
|||||
|
Impact on depreciation related to acquired RSC fleet and property and equipment (6)
|
—
|
|
|
0.02
|
|
|
0.02
|
|
|
—
|
|
|
0.03
|
|
|||||
|
Impact of the fair value mark-up of acquired RSC fleet and inventory (7)
|
—
|
|
|
(0.05
|
)
|
|
(0.09
|
)
|
|
(0.09
|
)
|
|
(0.24
|
)
|
|||||
|
Pre-close RSC merger related interest expense (8)
|
(0.10
|
)
|
|
(0.12
|
)
|
|
—
|
|
|
—
|
|
|
(0.19
|
)
|
|||||
|
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (9)
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
0.03
|
|
|||||
|
Restructuring charge (10)
|
—
|
|
|
(0.39
|
)
|
|
(0.23
|
)
|
|
(0.03
|
)
|
|
(0.64
|
)
|
|||||
|
Asset impairment charge (11)
|
—
|
|
|
(0.02
|
)
|
|
(0.06
|
)
|
|
(0.01
|
)
|
|
(0.10
|
)
|
|||||
|
Loss on extinguishment of debt securities, including subordinated convertible debentures
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.41
|
)
|
|
(0.45
|
)
|
|||||
|
Gain on sale of software subsidiary (12)
|
—
|
|
|
0.07
|
|
|
—
|
|
|
(0.01
|
)
|
|
0.05
|
|
|||||
|
(4)
|
This reflects transaction costs associated with the RSC acquisition discussed in note
3
to our consolidated financial statements.
|
|
(5)
|
This reflects the amortization of the intangible assets acquired in the RSC acquisition.
|
|
(6)
|
This reflects the impact of extending the useful lives of equipment acquired in the RSC acquisition, net of the impact of additional depreciation associated with the fair value mark-up of such equipment.
|
|
(7)
|
This reflects additional costs recorded in cost of rental equipment sales, cost of equipment rentals, excluding depreciation, and cost of contractor supplies sales associated with the fair value mark-up of rental equipment and inventory acquired in the RSC acquisition. The costs relate to equipment and inventory acquired in the RSC acquisition and subsequently sold.
|
|
(8)
|
As discussed in note
12
to our consolidated financial statements, in
March 2012
, we issued
$2,825
of debt in connection with the RSC merger. The pre-close RSC merger related interest expense reflects the interest expense recorded on this debt prior to the acquisition date.
|
|
(9)
|
This reflects a reduction of interest expense associated with the fair value mark-up of debt acquired in the RSC acquisition. See note
12
to our consolidated financial statements for additional detail on the acquired debt.
|
|
(10)
|
As discussed in note
5
to our consolidated financial statements, this reflects severance costs and branch closure charges associated with the RSC merger and our closed restructuring program.
|
|
(11)
|
As discussed in note
5
to our consolidated financial statements, this charge primarily reflects write-offs of leasehold improvements and other fixed assets in connection with the RSC acquisition and our closed restructuring program.
|
|
(12)
|
This reflects a gain recognized upon the sale of a former subsidiary that developed and marketed software.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
Numerator:
|
|
|
|
|
|
||||||
|
Net income
|
$
|
387
|
|
|
$
|
75
|
|
|
$
|
101
|
|
|
Convertible debt interest—1
7
/
8
percent notes
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
Net income available to common stockholders
|
$
|
387
|
|
|
$
|
75
|
|
|
$
|
101
|
|
|
Denominator:
|
|
|
|
|
|
||||||
|
Denominator for basic earnings per share—weighted-average common shares
|
93,436
|
|
|
82,960
|
|
|
62,184
|
|
|||
|
Effect of dilutive securities:
|
|
|
|
|
|
||||||
|
Employee stock options and warrants
|
504
|
|
|
720
|
|
|
1,037
|
|
|||
|
Convertible subordinated notes—1
7
/
8
percent
|
—
|
|
|
—
|
|
|
1,015
|
|
|||
|
Convertible subordinated notes—4 percent
|
11,769
|
|
|
10,632
|
|
|
8,532
|
|
|||
|
Restricted stock units
|
582
|
|
|
536
|
|
|
581
|
|
|||
|
Denominator for diluted earnings per share—adjusted weighted-average common shares
|
106,291
|
|
|
94,848
|
|
|
73,349
|
|
|||
|
Basic earnings per share
|
$
|
4.14
|
|
|
$
|
0.91
|
|
|
$
|
1.62
|
|
|
Diluted earnings per share
|
$
|
3.64
|
|
|
$
|
0.79
|
|
|
$
|
1.38
|
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
158
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
175
|
|
|
Accounts receivable, net
|
—
|
|
|
36
|
|
|
—
|
|
|
140
|
|
|
628
|
|
|
—
|
|
|
804
|
|
|||||||
|
Intercompany receivable (payable)
|
308
|
|
|
(257
|
)
|
|
(51
|
)
|
|
(132
|
)
|
|
—
|
|
|
132
|
|
|
—
|
|
|||||||
|
Inventory
|
—
|
|
|
62
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|||||||
|
Prepaid expenses and other assets
|
—
|
|
|
42
|
|
|
1
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|||||||
|
Deferred taxes
|
—
|
|
|
258
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
260
|
|
|||||||
|
Total current assets
|
308
|
|
|
158
|
|
|
(50
|
)
|
|
186
|
|
|
628
|
|
|
132
|
|
|
1,362
|
|
|||||||
|
Rental equipment, net
|
—
|
|
|
4,768
|
|
|
—
|
|
|
606
|
|
|
—
|
|
|
—
|
|
|
5,374
|
|
|||||||
|
Property and equipment, net
|
48
|
|
|
313
|
|
|
20
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
421
|
|
|||||||
|
Investments in subsidiaries
|
1,648
|
|
|
1,132
|
|
|
997
|
|
|
—
|
|
|
—
|
|
|
(3,777
|
)
|
|
—
|
|
|||||||
|
Goodwill, net
|
—
|
|
|
2,708
|
|
|
—
|
|
|
245
|
|
|
—
|
|
|
—
|
|
|
2,953
|
|
|||||||
|
Other intangibles, net
|
—
|
|
|
931
|
|
|
—
|
|
|
87
|
|
|
—
|
|
|
—
|
|
|
1,018
|
|
|||||||
|
Other long-term assets
|
2
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
103
|
|
|||||||
|
Total assets
|
$
|
2,006
|
|
|
$
|
10,110
|
|
|
$
|
967
|
|
|
$
|
1,164
|
|
|
$
|
629
|
|
|
$
|
(3,645
|
)
|
|
$
|
11,231
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|||||||||||||||||||||||||||
|
Short-term debt and current maturities of long-term debt
|
$
|
136
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
430
|
|
|
$
|
—
|
|
|
$
|
604
|
|
|
Accounts payable
|
—
|
|
|
254
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
292
|
|
|||||||
|
Accrued expenses and other liabilities
|
1
|
|
|
327
|
|
|
25
|
|
|
36
|
|
|
1
|
|
|
—
|
|
|
390
|
|
|||||||
|
Total current liabilities
|
137
|
|
|
619
|
|
|
25
|
|
|
74
|
|
|
431
|
|
|
—
|
|
|
1,286
|
|
|||||||
|
Long-term debt
|
—
|
|
|
6,421
|
|
|
140
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
6,569
|
|
|||||||
|
Subordinated convertible debentures
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Deferred taxes
|
21
|
|
|
1,357
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
1,459
|
|
|||||||
|
Other long-term liabilities
|
—
|
|
|
65
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|||||||
|
Total liabilities
|
158
|
|
|
8,462
|
|
|
165
|
|
|
167
|
|
|
431
|
|
|
—
|
|
|
9,383
|
|
|||||||
|
Temporary equity (note 12)
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||||
|
Total stockholders’ equity (deficit)
|
1,828
|
|
|
1,648
|
|
|
802
|
|
|
997
|
|
|
198
|
|
|
(3,645
|
)
|
|
1,828
|
|
|||||||
|
Total liabilities and stockholders’ equity (deficit)
|
$
|
2,006
|
|
|
$
|
10,110
|
|
|
$
|
967
|
|
|
$
|
1,164
|
|
|
$
|
629
|
|
|
$
|
(3,645
|
)
|
|
$
|
11,231
|
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
106
|
|
|
Accounts receivable, net
|
—
|
|
|
43
|
|
|
—
|
|
|
146
|
|
|
604
|
|
|
—
|
|
|
793
|
|
|||||||
|
Intercompany receivable (payable)
|
168
|
|
|
(108
|
)
|
|
(49
|
)
|
|
(163
|
)
|
|
—
|
|
|
152
|
|
|
—
|
|
|||||||
|
Inventory
|
—
|
|
|
60
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|||||||
|
Prepaid expenses and other assets
|
—
|
|
|
87
|
|
|
10
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|||||||
|
Deferred taxes
|
—
|
|
|
263
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
265
|
|
|||||||
|
Total current assets
|
168
|
|
|
365
|
|
|
(39
|
)
|
|
93
|
|
|
604
|
|
|
152
|
|
|
1,343
|
|
|||||||
|
Rental equipment, net
|
—
|
|
|
4,357
|
|
|
—
|
|
|
609
|
|
|
—
|
|
|
—
|
|
|
4,966
|
|
|||||||
|
Property and equipment, net
|
41
|
|
|
333
|
|
|
16
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
428
|
|
|||||||
|
Investments in subsidiaries
|
1,575
|
|
|
1,029
|
|
|
932
|
|
|
—
|
|
|
—
|
|
|
(3,536
|
)
|
|
—
|
|
|||||||
|
Goodwill, net
|
—
|
|
|
2,710
|
|
|
—
|
|
|
260
|
|
|
—
|
|
|
—
|
|
|
2,970
|
|
|||||||
|
Other intangibles, net
|
—
|
|
|
1,094
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
1,200
|
|
|||||||
|
Other long-term assets
|
4
|
|
|
115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|||||||
|
Total assets
|
$
|
1,788
|
|
|
$
|
10,003
|
|
|
$
|
909
|
|
|
$
|
1,106
|
|
|
$
|
604
|
|
|
$
|
(3,384
|
)
|
|
$
|
11,026
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|||||||||||||||||||||||||||
|
Short-term debt and current maturities of long-term debt
|
$
|
137
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
453
|
|
|
$
|
—
|
|
|
$
|
630
|
|
|
Accounts payable
|
—
|
|
|
243
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
286
|
|
|||||||
|
Accrued expenses and other liabilities
|
1
|
|
|
361
|
|
|
33
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
435
|
|
|||||||
|
Total current liabilities
|
138
|
|
|
644
|
|
|
33
|
|
|
83
|
|
|
453
|
|
|
—
|
|
|
1,351
|
|
|||||||
|
Long-term debt
|
—
|
|
|
6,522
|
|
|
150
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
6,679
|
|
|||||||
|
Subordinated convertible debentures
|
55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|||||||
|
Deferred taxes
|
21
|
|
|
1,199
|
|
|
—
|
|
|
82
|
|
|
—
|
|
|
—
|
|
|
1,302
|
|
|||||||
|
Other long-term liabilities
|
—
|
|
|
63
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|||||||
|
Total liabilities
|
214
|
|
|
8,428
|
|
|
183
|
|
|
174
|
|
|
453
|
|
|
—
|
|
|
9,452
|
|
|||||||
|
Temporary equity (note 12)
|
31
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||||
|
Total stockholders’ equity (deficit)
|
1,543
|
|
|
1,575
|
|
|
726
|
|
|
932
|
|
|
151
|
|
|
(3,384
|
)
|
|
1,543
|
|
|||||||
|
Total liabilities and stockholders’ equity (deficit)
|
$
|
1,788
|
|
|
$
|
10,003
|
|
|
$
|
909
|
|
|
$
|
1,106
|
|
|
$
|
604
|
|
|
$
|
(3,384
|
)
|
|
$
|
11,026
|
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Equipment rentals
|
$
|
—
|
|
|
$
|
3,612
|
|
|
$
|
—
|
|
|
$
|
584
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,196
|
|
|
Sales of rental equipment
|
—
|
|
|
438
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
490
|
|
|||||||
|
Sales of new equipment
|
—
|
|
|
82
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|||||||
|
Contractor supplies sales
|
—
|
|
|
70
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|||||||
|
Service and other revenues
|
—
|
|
|
62
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|||||||
|
Total revenues
|
—
|
|
|
4,264
|
|
|
—
|
|
|
691
|
|
|
—
|
|
|
—
|
|
|
4,955
|
|
|||||||
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
1,391
|
|
|
—
|
|
|
243
|
|
|
—
|
|
|
—
|
|
|
1,634
|
|
|||||||
|
Depreciation of rental equipment
|
—
|
|
|
752
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
852
|
|
|||||||
|
Cost of rental equipment sales
|
—
|
|
|
283
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
314
|
|
|||||||
|
Cost of new equipment sales
|
—
|
|
|
67
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|||||||
|
Cost of contractor supplies sales
|
—
|
|
|
48
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|||||||
|
Cost of service and other revenues
|
—
|
|
|
19
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||||
|
Total cost of revenues
|
—
|
|
|
2,560
|
|
|
—
|
|
|
408
|
|
|
—
|
|
|
—
|
|
|
2,968
|
|
|||||||
|
Gross profit
|
—
|
|
|
1,704
|
|
|
—
|
|
|
283
|
|
|
—
|
|
|
—
|
|
|
1,987
|
|
|||||||
|
Selling, general and administrative expenses
|
8
|
|
|
541
|
|
|
—
|
|
|
88
|
|
|
5
|
|
|
—
|
|
|
642
|
|
|||||||
|
RSC merger related costs
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||||
|
Restructuring charge
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||||
|
Non-rental depreciation and amortization
|
17
|
|
|
210
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
246
|
|
|||||||
|
Operating (loss) income
|
(25
|
)
|
|
932
|
|
|
—
|
|
|
176
|
|
|
(5
|
)
|
|
—
|
|
|
1,078
|
|
|||||||
|
Interest expense (income), net
|
12
|
|
|
454
|
|
|
6
|
|
|
5
|
|
|
5
|
|
|
(7
|
)
|
|
475
|
|
|||||||
|
Interest expense-subordinated convertible debentures
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||||
|
Other (income) expense, net
|
(132
|
)
|
|
191
|
|
|
—
|
|
|
18
|
|
|
(82
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
|
Income (loss) before provision (benefit) for income taxes
|
92
|
|
|
287
|
|
|
(6
|
)
|
|
153
|
|
|
72
|
|
|
7
|
|
|
605
|
|
|||||||
|
Provision (benefit) for income taxes
|
38
|
|
|
113
|
|
|
(2
|
)
|
|
41
|
|
|
28
|
|
|
—
|
|
|
218
|
|
|||||||
|
Income before equity in net earnings (loss) of subsidiaries
|
54
|
|
|
174
|
|
|
(4
|
)
|
|
112
|
|
|
44
|
|
|
7
|
|
|
387
|
|
|||||||
|
Equity in net earnings (loss) of subsidiaries
|
333
|
|
|
159
|
|
|
112
|
|
|
—
|
|
|
—
|
|
|
(604
|
)
|
|
—
|
|
|||||||
|
Net income (loss)
|
387
|
|
|
333
|
|
|
108
|
|
|
112
|
|
|
44
|
|
|
(597
|
)
|
|
387
|
|
|||||||
|
Other comprehensive (loss) income
|
(65
|
)
|
|
(65
|
)
|
|
(65
|
)
|
|
(50
|
)
|
|
—
|
|
|
180
|
|
|
(65
|
)
|
|||||||
|
Comprehensive income (loss)
|
$
|
322
|
|
|
$
|
268
|
|
|
$
|
43
|
|
|
$
|
62
|
|
|
$
|
44
|
|
|
$
|
(417
|
)
|
|
$
|
322
|
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV (1)
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Equipment rentals
|
$
|
—
|
|
|
$
|
2,699
|
|
|
$
|
249
|
|
|
$
|
507
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,455
|
|
|
Sales of rental equipment
|
—
|
|
|
318
|
|
|
32
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
399
|
|
|||||||
|
Sales of new equipment
|
—
|
|
|
60
|
|
|
7
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|||||||
|
Contractor supplies sales
|
—
|
|
|
60
|
|
|
7
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|||||||
|
Service and other revenues
|
—
|
|
|
58
|
|
|
8
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|||||||
|
Total revenues
|
—
|
|
|
3,195
|
|
|
303
|
|
|
619
|
|
|
—
|
|
|
—
|
|
|
4,117
|
|
|||||||
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
1,071
|
|
|
116
|
|
|
205
|
|
|
—
|
|
|
—
|
|
|
1,392
|
|
|||||||
|
Depreciation of rental equipment
|
—
|
|
|
558
|
|
|
50
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
699
|
|
|||||||
|
Cost of rental equipment sales
|
—
|
|
|
223
|
|
|
20
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
274
|
|
|||||||
|
Cost of new equipment sales
|
—
|
|
|
48
|
|
|
6
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|||||||
|
Cost of contractor supplies sales
|
—
|
|
|
44
|
|
|
5
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|||||||
|
Cost of service and other revenues
|
—
|
|
|
21
|
|
|
3
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||||
|
Total cost of revenues
|
—
|
|
|
1,965
|
|
|
200
|
|
|
365
|
|
|
—
|
|
|
—
|
|
|
2,530
|
|
|||||||
|
Gross profit
|
—
|
|
|
1,230
|
|
|
103
|
|
|
254
|
|
|
—
|
|
|
—
|
|
|
1,587
|
|
|||||||
|
Selling, general and administrative expenses
|
—
|
|
|
434
|
|
|
48
|
|
|
74
|
|
|
32
|
|
|
—
|
|
|
588
|
|
|||||||
|
RSC merger related costs
|
—
|
|
|
111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
111
|
|
|||||||
|
Restructuring charge
|
—
|
|
|
95
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
99
|
|
|||||||
|
Non-rental depreciation and amortization
|
16
|
|
|
160
|
|
|
5
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
198
|
|
|||||||
|
Operating (loss) income
|
(16
|
)
|
|
430
|
|
|
50
|
|
|
159
|
|
|
(32
|
)
|
|
—
|
|
|
591
|
|
|||||||
|
Interest expense (income), net
|
13
|
|
|
432
|
|
|
35
|
|
|
3
|
|
|
33
|
|
|
(4
|
)
|
|
512
|
|
|||||||
|
Interest expense-subordinated convertible debentures
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||||
|
Other (income) expense, net
|
(86
|
)
|
|
123
|
|
|
10
|
|
|
12
|
|
|
(72
|
)
|
|
—
|
|
|
(13
|
)
|
|||||||
|
Income (loss) before provision (benefit) for income taxes
|
53
|
|
|
(125
|
)
|
|
5
|
|
|
144
|
|
|
7
|
|
|
4
|
|
|
88
|
|
|||||||
|
Provision (benefit) for income taxes
|
60
|
|
|
(93
|
)
|
|
15
|
|
|
28
|
|
|
3
|
|
|
—
|
|
|
13
|
|
|||||||
|
(Loss) income before equity in net earnings (loss) of subsidiaries
|
(7
|
)
|
|
(32
|
)
|
|
(10
|
)
|
|
116
|
|
|
4
|
|
|
4
|
|
|
75
|
|
|||||||
|
Equity in net earnings (loss) of subsidiaries
|
82
|
|
|
114
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
(314
|
)
|
|
—
|
|
|||||||
|
Net income (loss)
|
75
|
|
|
82
|
|
|
108
|
|
|
116
|
|
|
4
|
|
|
(310
|
)
|
|
75
|
|
|||||||
|
Other comprehensive income (loss)
|
9
|
|
|
9
|
|
|
8
|
|
|
3
|
|
|
—
|
|
|
(20
|
)
|
|
9
|
|
|||||||
|
Comprehensive income (loss)
|
$
|
84
|
|
|
$
|
91
|
|
|
$
|
116
|
|
|
$
|
119
|
|
|
$
|
4
|
|
|
$
|
(330
|
)
|
|
$
|
84
|
|
|
(1)
|
Includes interest expense prior to the April 30, 2012 RSC acquisition date on the merger financing debt issued by Funding SPV, as discussed further in note
12
to our consolidated financial statements.
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Equipment rentals
|
$
|
—
|
|
|
$
|
1,037
|
|
|
$
|
742
|
|
|
$
|
372
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,151
|
|
|
Sales of rental equipment
|
—
|
|
|
117
|
|
|
63
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|||||||
|
Sales of new equipment
|
—
|
|
|
38
|
|
|
21
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|||||||
|
Contractor supplies sales
|
—
|
|
|
37
|
|
|
25
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|||||||
|
Service and other revenues
|
—
|
|
|
43
|
|
|
22
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|||||||
|
Total revenues
|
—
|
|
|
1,272
|
|
|
873
|
|
|
466
|
|
|
—
|
|
|
—
|
|
|
2,611
|
|
|||||||
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
479
|
|
|
352
|
|
|
161
|
|
|
—
|
|
|
—
|
|
|
992
|
|
|||||||
|
Depreciation of rental equipment
|
—
|
|
|
220
|
|
|
137
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
423
|
|
|||||||
|
Cost of rental equipment sales
|
—
|
|
|
80
|
|
|
44
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
142
|
|
|||||||
|
Cost of new equipment sales
|
—
|
|
|
30
|
|
|
17
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|||||||
|
Cost of contractor supplies sales
|
—
|
|
|
26
|
|
|
17
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|||||||
|
Cost of service and other revenues
|
—
|
|
|
19
|
|
|
7
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||||
|
Total cost of revenues
|
—
|
|
|
854
|
|
|
574
|
|
|
285
|
|
|
—
|
|
|
—
|
|
|
1,713
|
|
|||||||
|
Gross profit
|
—
|
|
|
418
|
|
|
299
|
|
|
181
|
|
|
—
|
|
|
—
|
|
|
898
|
|
|||||||
|
Selling, general and administrative expenses
|
7
|
|
|
162
|
|
|
143
|
|
|
75
|
|
|
20
|
|
|
—
|
|
|
407
|
|
|||||||
|
RSC merger related costs
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||||
|
Restructuring charge
|
—
|
|
|
7
|
|
|
9
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||||
|
Non-rental depreciation and amortization
|
15
|
|
|
19
|
|
|
17
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|||||||
|
Operating (loss) income
|
(22
|
)
|
|
211
|
|
|
130
|
|
|
97
|
|
|
(20
|
)
|
|
—
|
|
|
396
|
|
|||||||
|
Interest expense (income), net
|
12
|
|
|
207
|
|
|
6
|
|
|
4
|
|
|
4
|
|
|
(5
|
)
|
|
228
|
|
|||||||
|
Interest expense-subordinated convertible debentures
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||||
|
Other (income) expense, net
|
(73
|
)
|
|
61
|
|
|
37
|
|
|
12
|
|
|
(40
|
)
|
|
—
|
|
|
(3
|
)
|
|||||||
|
Income (loss) before provision (benefit) for income taxes
|
32
|
|
|
(57
|
)
|
|
87
|
|
|
81
|
|
|
16
|
|
|
5
|
|
|
164
|
|
|||||||
|
Provision (benefit) for income taxes
|
9
|
|
|
(4
|
)
|
|
28
|
|
|
24
|
|
|
6
|
|
|
—
|
|
|
63
|
|
|||||||
|
Income (loss) before equity in net (loss) earnings of subsidiaries
|
23
|
|
|
(53
|
)
|
|
59
|
|
|
57
|
|
|
10
|
|
|
5
|
|
|
101
|
|
|||||||
|
Equity in net (loss) earnings of subsidiaries
|
78
|
|
|
131
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
(271
|
)
|
|
—
|
|
|||||||
|
Net income (loss)
|
101
|
|
|
78
|
|
|
121
|
|
|
57
|
|
|
10
|
|
|
(266
|
)
|
|
101
|
|
|||||||
|
Other comprehensive (loss) income
|
(12
|
)
|
|
(12
|
)
|
|
(11
|
)
|
|
(6
|
)
|
|
—
|
|
|
29
|
|
|
(12
|
)
|
|||||||
|
Comprehensive income (loss)
|
$
|
89
|
|
|
$
|
66
|
|
|
$
|
110
|
|
|
$
|
51
|
|
|
$
|
10
|
|
|
$
|
(237
|
)
|
|
$
|
89
|
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
Net cash provided by operating activities
|
$
|
26
|
|
|
$
|
1,285
|
|
|
$
|
4
|
|
|
$
|
216
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
1,551
|
|
|
Net cash used in investing activities
|
(26
|
)
|
|
(1,018
|
)
|
|
—
|
|
|
(133
|
)
|
|
—
|
|
|
—
|
|
|
(1,177
|
)
|
|||||||
|
Net cash used in financing activities
|
—
|
|
|
(270
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
(20
|
)
|
|
—
|
|
|
(295
|
)
|
|||||||
|
Effect of foreign exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|||||||
|
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|||||||
|
Cash and cash equivalents at beginning of period
|
—
|
|
|
20
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|||||||
|
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
—
|
|
|
$
|
158
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
175
|
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
Net cash provided by (used in) operating activities
|
$
|
7
|
|
|
$
|
654
|
|
|
$
|
151
|
|
|
$
|
153
|
|
|
$
|
(244
|
)
|
|
$
|
—
|
|
|
$
|
721
|
|
|
Net cash used in investing activities
|
(7
|
)
|
|
(1,851
|
)
|
|
(155
|
)
|
|
(91
|
)
|
|
—
|
|
|
—
|
|
|
(2,104
|
)
|
|||||||
|
Net cash provided by (used in) financing activities
|
—
|
|
|
1,211
|
|
|
4
|
|
|
(6
|
)
|
|
244
|
|
|
—
|
|
|
1,453
|
|
|||||||
|
Effect of foreign exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Net increase in cash and cash equivalents
|
—
|
|
|
14
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|||||||
|
Cash and cash equivalents at beginning of period
|
—
|
|
|
6
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||||
|
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
86
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
106
|
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
280
|
|
|
$
|
236
|
|
|
$
|
132
|
|
|
$
|
(36
|
)
|
|
$
|
—
|
|
|
$
|
612
|
|
|
Net cash used in investing activities
|
(13
|
)
|
|
(315
|
)
|
|
(241
|
)
|
|
(296
|
)
|
|
—
|
|
|
—
|
|
|
(865
|
)
|
|||||||
|
Net cash provided by (used in) financing activities
|
13
|
|
|
37
|
|
|
5
|
|
|
(11
|
)
|
|
36
|
|
|
—
|
|
|
80
|
|
|||||||
|
Effect of foreign exchange rate
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
2
|
|
|
—
|
|
|
(169
|
)
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
|||||||
|
Cash and cash equivalents at beginning of period
|
—
|
|
|
4
|
|
|
—
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
203
|
|
|||||||
|
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
Description
|
|
Balance at
Beginning of Period |
|
Acquired
|
|
Charged to
Costs and Expenses |
|
Deductions
|
|
Balance
at End of Period |
||||||||||
|
Year ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowance for doubtful accounts
|
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
19
|
|
(a)
|
$
|
49
|
|
|
Reserve for obsolescence and shrinkage
|
|
3
|
|
|
—
|
|
|
16
|
|
|
16
|
|
(b)
|
3
|
|
|||||
|
Self-insurance reserve
|
|
97
|
|
|
—
|
|
|
92
|
|
|
95
|
|
(c)
|
94
|
|
|||||
|
Year ended December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowance for doubtful accounts
|
|
$
|
33
|
|
|
$
|
13
|
|
|
$
|
37
|
|
|
$
|
19
|
|
(a)
|
$
|
64
|
|
|
Reserve for obsolescence and shrinkage
|
|
2
|
|
|
1
|
|
|
13
|
|
|
13
|
|
(b)
|
3
|
|
|||||
|
Self-insurance reserve
|
|
83
|
|
|
21
|
|
|
84
|
|
|
91
|
|
(c)
|
97
|
|
|||||
|
Year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowance for doubtful accounts
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
17
|
|
(a)
|
$
|
33
|
|
|
Reserve for obsolescence and shrinkage
|
|
1
|
|
|
—
|
|
|
5
|
|
|
4
|
|
(b)
|
2
|
|
|||||
|
Self-insurance reserve
|
|
93
|
|
|
—
|
|
|
65
|
|
|
75
|
|
(c)
|
83
|
|
|||||
|
(a)
|
Represents write-offs of accounts, net of recoveries.
|
|
(b)
|
Represents write-offs.
|
|
(c)
|
Represents payments.
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
Item 9A.
|
Controls and Procedures
|
|
Item 9B.
|
Other Information
|
|
Item 10.
|
Directors, Executive Officers, and Corporate Governance
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
Item 14.
|
Principal Accountant Fees and Services
|
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
|
2
|
|
(a)
|
Agreement and Plan of Merger, dated as of December 15, 2011, by and between United Rentals, Inc. and RSC Holdings Inc. (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc. Report on Form 8-K filed on December 21, 2011)
|
|
|
|
|
|
|
2
|
|
(b)
|
Agreement and Plan of Merger, dated as of April 30, 2012, by and between United Rentals (North America), Inc. and UR Merger Sub Corporation (incorporated by reference to Exhibit 1.1 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
|
|
|
|
|
|
|
3
|
|
(a)
|
Restated Certificate of Incorporation of United Rentals, Inc., dated March 16, 2009 (incorporated by reference to Exhibit 3.1 of the United Rentals, Inc. Report on Form 8-K filed on March 17, 2009)
|
|
|
|
|
|
|
3
|
|
(b)
|
By-laws of United Rentals, Inc., amended as of December 20, 2010 (incorporated by reference to Exhibit 3.1 of the United Rentals, Inc. Report on Form 8-K filed on December 23, 2010)
|
|
|
|
|
|
|
3
|
|
(c)
|
Restated Certificate of Incorporation of United Rentals (North America), Inc., dated April 30, 2012 (incorporated by reference to Exhibit 3(c) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2013)
|
|
|
|
|
|
|
3
|
|
(d)
|
By-laws of United Rentals (North America), Inc., dated May 8, 2013 (incorporated by reference to Exhibit 3(d) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2013)
|
|
|
|
|
|
|
4
|
|
(a)
|
Form of Certificate representing United Rentals, Inc. Common Stock (incorporated by reference to Exhibit 4 of Amendment No. 2 to the United Rentals, Inc. Registration Statement on Form S-l, Registration No. 333-39117, filed on December 3, 1997)
|
|
|
|
|
|
|
4
|
|
(b)
|
Indenture, dated as of November 17, 2009, relating to 4 percent Convertible Senior Notes due 2015, between United Rentals, Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on November 17, 2009)
|
|
|
|
|
|
|
4
|
|
(c)
|
Form of 4 percent Convertible Senior Notes due 2015 (incorporated by reference to Exhibit A of Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on November 17, 2009)
|
|
|
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
|
4
|
|
(d)
|
Indenture, dated as of November 17, 2009, relating to 9
1
/4 percent Senior Notes due 2019, among United Rentals (North America), Inc., United Rentals, Inc., United Rentals (North America), Inc.'s subsidiaries named therein and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on November 17, 2009)
|
|
|
|
|
|
|
4
|
|
(e)
|
First Supplemental Indenture, dated April 30, 2012, relating to 9
1
/4 percent Senior Notes due 2019, among United Rentals (North America), Inc., United Rentals, Inc., the subsidiaries named therein, UR Merger Sub Corporation and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.4 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
|
|
|
|
|
|
|
4
|
|
(f)
|
Form of 9
1
/4 percent Senior Notes due 2019 (incorporated by reference to Exhibit A of Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on November 17, 2009)
|
|
|
|
|
|
|
4
|
|
(g)
|
Indenture, dated as of October 26, 2010, relating to 8
3
/8 percent Senior Subordinated Notes due 2020, among United Rentals (North America), Inc., United Rentals, Inc., United Rentals (North America), Inc.'s subsidiaries named therein and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on October 26, 2010)
|
|
|
|
|
|
|
4
|
|
(h)
|
Supplemental Indenture, dated as of December 1, 2010, relating to 8
3
/8 percent Senior Subordinated Notes due 2020 (incorporated by reference to Exhibit 4(ff) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)
|
|
|
|
|
|
|
4
|
|
(i)
|
Second Supplemental Indenture, dated as of April 30, 2012, relating to 8
3
/8 percent Senior Subordinated Notes due 2020, among United Rentals (North America), Inc., United Rentals, Inc., the subsidiaries named therein, UR Merger Sub Corporation and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.6 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
|
|
|
|
|
|
|
4
|
|
(j)
|
Form of 8
3
/8 percent Senior Subordinated Notes due 2020 (incorporated by reference to Exhibit A of Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on October 26, 2010)
|
|
|
|
|
|
|
4
|
|
(k)
|
Indenture, dated as of March 9, 2012, relating to 5
3
/4 percent Senior Secured Notes due 2018, between UR Financing Escrow Corporation and Wells Fargo Bank, National Association, as Trustee (including the Form of Note) (incorporated by reference to Exhibit 4.3 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)
|
|
|
|
|
|
|
4
|
|
(l)
|
First Supplemental Indenture, dated as of April 30, 2012, relating to 5
3
/4 percent Senior Secured Notes due 2018, among UR Financing Escrow Corporation, UR Merger Sub Corporation, United Rentals, Inc., the subsidiaries named therein and Wells Fargo Bank, National Association and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
|
|
|
|
|
|
|
4
|
|
(m)
|
Indenture, dated as of March 9, 2012, relating to 7
3
/8 percent Senior Notes due 2020, between UR Financing Escrow Corporation and Wells Fargo Bank, National Association, as Trustee (including the Form of Note) (incorporated by reference to Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)
|
|
|
|
|
|
|
4
|
|
(n)
|
First Supplemental Indenture, dated as of April 30, 2012, relating to 7
3
/8 percent Senior Notes due 2020, among UR Financing Escrow Corporation. UR Merger Sub Corporation, United Rentals, Inc., the subsidiaries named therein, Wells Fargo Bank, National Association and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
|
|
|
|
|
|
|
4
|
|
(o)
|
Indenture, dated as of March 9, 2012, relating to 7
5
/8 percent Senior Notes due 2022, between UR Financing Escrow Corporation and Wells Fargo Bank, National Association, as Trustee (including the Form of Note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)
|
|
|
|
|
|
|
4
|
|
(p)
|
First Supplemental Indenture, dated as of April 30, 2012, relating to 7
5
/8 percent Senior Notes due 2022, among UR Financing Escrow Corporation, UR Merger Sub Corporation, United Rentals, Inc., the subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
|
|
|
|
|
|
|
4
|
|
(q)
|
Indenture, dated as of October 30, 2012, relating to 6
1
/8 percent Senior Notes due 2023, among United Rentals (North America), Inc., United Rentals, Inc., the subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including the Form of Note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on October 30, 2012)
|
|
|
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
|
4
|
|
(r)
|
Indenture, dated as of November 17, 2009, relating to 10
1
/4 percent Senior Notes due 2019, among RSC Equipment Rental, Inc., RSC Holdings III, LLC and Wells Fargo Bank, National Association, as Trustee (including the Form of Note) (incorporated by reference to Exhibit 4.1 of the RSC Holdings Inc. Report on Form 8-K filed on November 17, 2009)
|
|
|
|
|
|
|
4
|
|
(s)
|
First Supplemental Indenture, dated as of April 30, 2012, relating to RSC 10
1
/4 percent Senior Notes due 2019, between UR Merger Sub Corporation and Wells Fargo. as Trustee (incorporated by reference to Exhibit 4.8 of the United Rentals, Inc. Form 8-K filed on May 3, 2012)
|
|
|
|
|
|
|
4
|
|
(t)
|
Second Supplemental Indenture, dated as of April 30, 2012, relating to RSC 10
1
/4 percent Senior Notes due 2019, among UR Merger Sub Corporation, the subsidiaries named therein and Wells Fargo, as Trustee (incorporated by reference to Exhibit 4.9 of the United Rentals, Inc. Form 8-K filed on May 3, 2012)
|
|
|
|
|
|
|
4
|
|
(u)
|
Indenture, dated as of January 19, 2011, relating to 8
1
/4 percent Senior Notes due 2021, among RSC Equipment Rental, Inc., RSC Holdings III, LLC and Wells Fargo Bank, National Association, as Trustee (including the Form of Note) (incorporated by reference to Exhibit 4.1 of the RSC Holdings Inc. Form 8-K filed on January 20, 2011)
|
|
|
|
|
|
|
4
|
|
(v)
|
First Supplemental Indenture, dated as of April 30, 2012, relating to RSC 8
1
/4 percent Senior Notes due 2021, between UR Merger Sub Corporation and Wells Fargo, as Trustee (incorporated by reference to Exhibit 4.10 of the United Rentals, Inc. Form 8-K filed on May 3, 2012)
|
|
|
|
|
|
|
4
|
|
(w)
|
Second Supplemental Indenture, dated as of April 30, 2012, relating to RSC 8
1
/4 percent Senior Notes due 2021, among UR Merger Sub Corporation, the subsidiaries named therein and Wells Fargo, as Trustee (incorporated by reference to Exhibit 4.11 of the United Rentals, Inc. Form 8-K filed on May 3, 2012)
|
|
|
|
|
|
|
10
|
|
(a)
|
1998 Supplemental Stock Option Plan of United Rentals, Inc., as amended and restated (incorporated by reference to Exhibit 10(h) of the United Rentals, Inc. Report on Form 10-K for the year ended December 31, 2005, Commission File No. 001-14387)‡
|
|
|
|
|
|
|
10
|
|
(b)
|
2001 Comprehensive Stock Plan of United Rentals, Inc. (formerly the 2001 Senior Stock Plan) (incorporated by reference to Exhibit 10(f) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2006, Commission File No. 001-14387)‡
|
|
|
|
|
|
|
10
|
|
(c)
|
United Rentals, Inc. Deferred Compensation Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on December 19, 2008)‡
|
|
|
|
|
|
|
10
|
|
(d)
|
United Rentals, Inc. Deferred Compensation Plan for Directors, as amended and restated, effective January 1, 2013 (incorporated by reference to Exhibit 10(f) of the United Rentals, Inc. Report on Form 10-K for year ended December 31, 2012)‡
|
|
|
|
|
|
|
10
|
|
(e)
|
United Rentals, Inc. Deferred Compensation Plan for Directors, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on December 19, 2008)‡
|
|
|
|
|
|
|
10
|
|
(f)
|
Amendment Number One to the United Rentals, Inc. Deferred Compensation Plan for Directors, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10(h) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
|
|
|
|
|
|
|
10
|
|
(g)
|
United Rentals, Inc. Annual Incentive Compensation Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.4 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on December 19, 2008)‡
|
|
|
|
|
|
|
10
|
|
(h)
|
Amendment Number One to the United Rentals, Inc. Annual Incentive Compensation Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10(j) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
|
|
|
|
|
|
|
10
|
|
(i)
|
United Rentals, Inc. 2009 Annual Incentive Compensation Plan, effective for bonuses granted for the 2009 fiscal year (incorporated by reference to Annex A of the United Rentals, Inc. Proxy Statement on Schedule 14A filed on April 30, 2009)‡
|
|
|
|
|
|
|
10
|
|
(j)
|
United Rentals, Inc. Long-Term Incentive Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.5 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on December 19, 2008)‡
|
|
|
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
|
10
|
|
(k)
|
United Rentals, Inc. 2010 Long-Term Incentive Plan (incorporated by reference to Appendix A of the United Rentals, Inc. Proxy Statement on Schedule 14A filed on March 31, 2010)‡
|
|
|
|
|
|
|
10
|
|
(l)
|
Form of United Rentals, Inc. 2010 Long-Term Incentive Plan Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2010)‡
|
|
|
|
|
|
|
10
|
|
(m)
|
Form of United Rentals, Inc. 2010 Long Term Incentive Plan Restricted Stock Unit Agreement (Performance-Based) (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2011)‡
|
|
|
|
|
|
|
10
|
|
(n)
|
United Rentals, Inc. Restricted Stock Unit Deferral Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on December 19, 2008)‡
|
|
|
|
|
|
|
10
|
|
(o)
|
Amendment Number One to the United Rentals, Inc. Restricted Stock Unit Deferral Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10(p) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
|
|
|
|
|
|
|
10
|
|
(p)
|
Form of United Rentals, Inc. Restricted Stock Unit Agreement for Senior Management (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2006, Commission File No. 001-14387)‡
|
|
|
|
|
|
|
10
|
|
(q)
|
Form of United Rentals, Inc., Restricted Stock Unit Agreement for Senior Management, effective for grants of awards beginning in 2010 (incorporated by reference to Exhibit 10(e) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2010)‡
|
|
|
|
|
|
|
10
|
|
(r)
|
Form of United Rentals, Inc. Restricted Stock Unit Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10(c) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2006, Commission File No. 001-14387)‡
|
|
|
|
|
|
|
10
|
|
(s)
|
Form of United Rentals, Inc. Stock Option Agreement for Senior Management (incorporated by reference to Exhibit 10.4 of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2009)‡
|
|
|
|
|
|
|
10
|
|
(t)
|
Form of United Rentals, Inc. Stock Option Agreement for Senior Management, effective for grants of awards beginning in 2010 (incorporated by reference to Exhibit 10(d) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2010)‡
|
|
|
|
|
|
|
10
|
|
(u)
|
Form of Directors Option Agreement of United Rentals, Inc. (incorporated by reference to Exhibit 99.1 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on March 8, 2005)‡
|
|
|
|
|
|
|
10
|
|
(v)
|
Form of United Rentals, Inc. 2012 Performance Award Agreement for Senior Management (incorporated by reference to Exhibit 10(j) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2012)‡
|
|
|
|
|
|
|
10
|
|
(w)
|
Board of Directors compensatory plans, as described under the caption "Director Compensation" in the United Rentals, Inc. definitive proxy statement to be filed with the Securities and Exchange Commission (in connection with the Annual Meeting of Stockholders) on or before April 30, 2014, are hereby incorporated by reference
|
|
|
|
|
|
|
10
|
|
(x)
|
RSC Holdings Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Registration Statement on Form S-8, No. 333-181084 filed on May 1, 2012)
|
|
|
|
|
|
|
10
|
|
(y)
|
Employment Agreement, dated as of August 22, 2008, between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on August 25, 2008)‡
|
|
|
|
|
|
|
10
|
|
(z)
|
First (renumbered Second) Amendment, dated January 15, 2009, to the Employment Agreement between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on January 15, 2009)‡***
|
|
|
|
|
|
|
10
|
|
(aa)
|
Third Amendment, dated March 13, 2009, to the Employment Agreement between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on March 17, 2009)‡
|
|
|
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
|
10
|
|
(bb)
|
Fourth Amendment, effective as of August 22, 2008, to the Employment Agreement between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10(dd) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010) ‡
|
|
|
|
|
|
|
10
|
|
(cc)
|
Fifth Amendment, effective October 22, 2012, to the Employment Agreement between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10(gg) of the United Rentals, Inc. Report on Form 10-K for year ended December 31, 2012)‡
|
|
|
|
|
|
|
10
|
|
(dd)
|
Form of 2001 Comprehensive Stock Plan Restricted Stock Unit Agreement with Michael J. Kneeland (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on August 25, 2008)‡
|
|
|
|
|
|
|
10
|
|
(ee)
|
Employment Agreement, dated as of December 1, 2008, between United Rentals, Inc. and William B. Plummer (including Restricted Stock Unit Agreement) (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on November 25, 2008)‡
|
|
|
|
|
|
|
10
|
|
(ff)
|
Second Amendment, effective as of December 1, 2008, to the Employment Agreement between United Rentals, Inc. and William B. Plummer (incorporated by reference to Exhibit 10(gg) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
|
|
|
|
|
|
|
10
|
|
(gg)
|
Third Amendment, dated as of December 22, 2011, to the Employment Agreement between United Rentals, Inc. and William B. Plummer (incorporated by reference to Exhibit 10(hh) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2011)‡
|
|
|
|
|
|
|
10
|
|
(hh)
|
Fourth Amendment, dated as of March 28, 2012, to the Employment Agreement between United Rentals, Inc. and William B. Plummer (incorporated by reference to Exhibit 10(g) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2012) ‡
|
|
|
|
|
|
|
10
|
|
(ii)
|
Employment Agreement, dated August 30, 2006, between United Rentals, Inc. and John Fahey (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on September 1, 2006)‡
|
|
|
|
|
|
|
10
|
|
(jj)
|
First Amendment, effective as of August 30, 2006, to the Employment Agreement between United Rentals, Inc. and John Fahey (incorporated by reference to Exhibit 10(ii) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
|
|
|
|
|
|
|
10
|
|
(kk)
|
Employment Agreement, dated as of February 2, 2009, between United Rentals, Inc. and Jonathan Gottsegen (incorporated by reference to Exhibit 10(gg) of the United Rentals, Inc. Report on Form 10-K for the year ended December 31, 2008)‡
|
|
|
|
|
|
|
10
|
|
(ll)
|
First Amendment, dated as of March 31, 2010, to the Employment Agreement between United Rentals, Inc. and Jonathan Gottsegen (incorporated by reference to Exhibit 10(c) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2010)‡
|
|
|
|
|
|
|
10
|
|
(mm)
|
Second Amendment, effective as of February 2, 2009, to the Employment Agreement between United Rentals, Inc. and Jonathan Gottsegen (incorporated by reference to Exhibit 10(nn) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010) ‡
|
|
|
|
|
|
|
10
|
|
(nn)
|
Third Amendment, dated as of March 28, 2012, to the Employment Agreement between United Rentals, Inc. and Jonathan M. Gottsegen (incorporated by reference to Exhibit 10(h) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2012) ‡
|
|
|
|
|
|
|
10
|
|
(oo)
|
Employment Agreement, dated as of March 12, 2010, between United Rentals, Inc. and Matthew Flannery (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2010)‡
|
|
|
|
|
|
|
10
|
|
(pp)
|
First Amendment, effective as of March 12, 2010, to the Employment Agreement between United Rentals, Inc. and Matthew Flannery (incorporated by reference to Exhibit 10(rr) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
|
|
|
|
|
|
|
10
|
|
(qq)
|
First Amendment, dated April 28, 2008, to the Employment Agreement between United Rentals, Inc. and Dale Asplund (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2011) ‡
|
|
|
|
|
|
|
10
|
|
(rr)
|
Second Amendment, effective as of April 3, 2013, to the Employment Agreement between United Rentals, Inc. and Dale Asplund (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2013) ‡
|
|
|
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
|
10
|
|
(ss)
|
Form of Amendment to Executive Officer Employment Agreement (incorporated by reference to Exhibit 10.6 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on December 19, 2008)‡
|
|
|
|
|
|
|
10
|
|
(tt)
|
Form of Indemnification Agreement for executive officers and directors (incorporated by reference to Exhibit 10(gg) of the United Rentals, Inc. Report on Form 10-K for the year ended December 31, 2009)‡
|
|
|
|
|
|
|
10
|
|
(uu)
|
Amended and Restated Credit Agreement, dated October 14, 2011, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc., United Rentals of Canada, Inc., United Rentals Financing Limited Partnership, Bank of America N.A., Wells Fargo Capital Finance, LLC, Citigroup Global Markets Inc., Morgan Stanley Senior Funding, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other financial institutions named therein (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
|
|
|
|
|
|
|
10
|
|
(vv)
|
Amendment No. 1 to Amended and Restated Credit Agreement, dated as of December 16, 2011, to that certain Amended and Restated Credit Agreement, dated as of October 14, 2011, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc., United Rentals of Canada, Inc., United Rentals Financing Limited Partnership, the financial institutions party thereto from time to time, Bank of America N.A., as agent for the lenders, and the other parties thereto (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on December 29, 2011)
|
|
|
|
|
|
|
10
|
|
(ww)
|
Amendment No. 2 to Amended and Restated Credit Agreement, dated as of June 28, 2013, to that certain Amended and Restated Credit Agreement, dated as of October 14, 2011, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc., United Rentals of Canada, Inc., United Rentals Financing Limited Partnership, the financial institutions party thereto from time to time, Bank of America N.A., as agent for the lenders, and the other parties thereto (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc. Report on Form 10-Q filed for the quarter ended June 30, 2013)
|
|
|
|
|
|
|
10
|
|
(xx)
|
Amended and Restated U.S. Security Agreement, dated October 14, 2011, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
|
|
|
|
|
|
|
10
|
|
(yy)
|
Supplement to the U.S. Security Agreement, dated as of April 30, 2012, by and among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc. (incorporated by reference to the Exhibit 10.5 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
|
|
|
|
|
|
|
10
|
|
(zz)
|
Amended and Restated U.S. Intellectual Property Security Agreement, dated as of October 14, 2011, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
|
|
|
|
|
|
|
10
|
|
(aaa)
|
Supplement to the Intellectual Property Security Agreement, dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.9 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
|
|
|
|
|
|
|
10
|
|
(bbb)
|
Amended and Restated U.S. Guarantee Agreement, dated October 14, 2011, by and among United Rentals Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. named or referred to therein and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.4 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
|
|
|
|
|
|
|
10
|
|
(ccc)
|
Supplement to the U.S. Guarantee Agreement, dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.6 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
|
|
|
|
|
|
|
10
|
|
(ddd)
|
Amended and Restated Canadian Security Agreement, dated October 14, 2011, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc., United Rentals of Canada, Inc., United Rentals Financing Limited Partnership and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.5 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
|
|
|
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
|
10
|
|
(eee)
|
Supplement to the Canadian Security Agreement, dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.7 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
|
|
|
|
|
|
|
10
|
|
(fff)
|
Amended and Restated Canadian URFLP Guarantee, dated October 14, 2011, by United Rentals of Nova Scotia (No. 1), ULC and United Rentals of Nova Scotia (No. 2), ULC (incorporated by reference to Exhibit 10.6 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
|
|
|
|
|
|
|
10
|
|
(ggg)
|
Amended and Restated Canadian Guarantee, dated October 14, 2011, by United Rentals, Inc., United Rentals (North America), Inc. and certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. named therein (incorporated by reference to Exhibit 10.7 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
|
|
|
|
|
|
|
10
|
|
(hhh)
|
Supplement to the Canadian Guarantee Agreement, dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc. (incorporated by reference to the Exhibit 10.8 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
|
|
|
|
|
|
|
10
|
|
(iii)
|
Security Agreement, dated as of July 23, 2012, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. and Wells Fargo Bank, N.A., as Note Trustee and Collateral Agent (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on July 23, 2012)
|
|
|
|
|
|
|
10
|
|
(jjj)
|
Intellectual Property Security Agreement, dated as of July 23, 2012, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. and Wells Fargo Bank, N.A., as Collateral Agent (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on July 23, 2012)
|
|
|
|
|
|
|
10
|
|
(kkk)
|
Third Amended and Restated Receivables Purchase Agreement, dated as of September 24, 2012, by and among The Bank of Nova Scotia, PNC Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Liberty Street Funding LLC, Market Street Funding LLC, Gotham Funding Corporation, United Rentals Receivables LLC II and United Rentals, Inc. (without annexes) (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on September 25, 2012)
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|
|
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10
|
|
(lll)
|
Assignment and Acceptance Agreement and Amendment No. 1 to Third Amended and Restated Receivables Purchase Agreement, dated as of February 1, 2013, among United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Market Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on February 4, 2013)
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|
|
|
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10
|
|
(mmm)
|
Amendment No. 2 to the Third Amended and Restated Receivables Purchase Agreement and Amendment No. 1 to the Third Amended and Restated Purchase and Contribution Agreement, dated as of September 17, 2013, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, Market Street Funding, LLC, The Bank of Nova Scotia, PNC Bank, National Association, Bank of America, National Association, and The Bank of Tokyo-Mitsubishi UFJ. Ltd., New York Branch (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on September 23, 2013)
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|
|
|
|
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10
|
|
(nnn)
|
Third Amended and Restated Purchase and Contribution Agreement, dated as of September 24, 2012, by and among United Rentals Receivables LLC II, United Rentals, Inc. and United Rentals (North America), Inc. (without annexes) (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on September 25, 2012)
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|
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10
|
|
(ooo)
|
Amended and Restated Performance Undertaking, dated as of September 24, 2012, executed by United Rentals, Inc. in favor of United Rentals Receivables LLC II (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed on September 25, 2012)
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|
|
|
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10
|
|
(ppp)
|
Confirmation of Performance Undertaking, dated as of December 22, 2008, executed by United Rentals, Inc. in favor of United Rentals Receivables LLC II (incorporated by reference to Exhibit 10(xx) of the United Rentals, Inc. Report on Form 10-K for the year ended December 31, 2008, Commission File No. 001-14387)
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|
|
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10
|
|
(qqq)
|
Master Exchange Agreement, dated as of January 1, 2009, among United Rentals Exchange, LLC, IPX1031 LLC, United Rentals (North America), Inc. and United Rentals Northwest, Inc. (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on January 7, 2009)
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Exhibit
Number |
|
Description of Exhibit
|
|
|
10
|
|
(rrr)
|
Form of Capped Call Confirmation, dated as of November 10, 2009, between United Rentals, Inc. and each of Bank of America, N.A., Citibank, N.A., Wachovia Bank, National Association and Morgan Stanley & Co. International plc (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on November 17, 2009) ‡‡
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|
|
|
|
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10
|
|
(sss)
|
Voting Agreement, dated as of December 15, 2011, by and between United Rentals, Inc. and OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on December 21, 2011)
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|
|
|
|
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10
|
|
(ttt)
|
Commitment Letter, dated as of December 15, 2011, among United Rentals, Inc., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, WF Investment Holdings, LLC, Wells Fargo Securities, LLC and Wells Fargo Capital Finance, LLC (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on December 21, 2011)
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|
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10
|
|
(uuu)
|
Incremental Assumption Agreement, dated as of March 5, 2012, between United Rentals, Inc., United Rentals (North America), Inc., United Rentals of Canada, Inc., United Rentals Financing Limited Partnership and certain other subsidiaries of United Rentals, Inc. and Bank of America, N.A., as agent and Deutsche Bank AG New York Branch (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on March 8, 2012)
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|
|
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10
|
|
(vvv)
|
Incremental Assumption Agreement, dated as of December 19, 2013, among United Rentals, Inc., United Rentals (North America), Inc., United Rentals of Canada, Inc., United Rentals Financing Limited Partnership and certain other subsidiaries of United Rentals, Inc. and Bank of America, N.A., as agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on December 19, 2013)
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|
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10
|
|
(www)
|
Registration Rights Agreement for the 2022 Senior Notes, dated as of March 9, 2012, among UR Financing Escrow Corporation and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the purchasers named therein (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)
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10
|
|
(xxx)
|
Joinder to the Registration Rights Agreement for the 2022 Senior Notes dated as of April 30, 2012, among UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
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|
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10
|
|
(yyy)
|
Registration Rights Agreement for the 2020 Senior Notes, dated as of March 9, 2012, among UR Financing Escrow Corporation and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the purchasers named therein (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)
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|
|
|
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10
|
|
(zzz)
|
Joinder to the Registration Rights Agreement for the 2020 Senior Notes dated as of April 30, 2012, among UR Merger Sub Corporation. United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
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|
|
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10
|
|
(aaaa)
|
Registration Rights Agreement for the 2018 Senior Secured Notes, dated as of March 9, 2012, among UR Financing Escrow Corporation and Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the purchasers named therein (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)
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|
|
|
|
|
|
10
|
|
(bbbb)
|
Joinder to the Registration Rights Agreement for the 2018 Senior Secured Notes dated as of April 30, 2012, among UR Merger Sub Corporation, United Rentals, Inc., InfoManager, Inc., United Rentals (Delaware), Inc., United Rentals Financing Limited Partnership, United Rentals Highway Technologies Gulf, LLC, United Rentals Realty, LLC, and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)
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|
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10
|
|
(cccc)
|
Escrow Agreement for the Notes, dated as of March 9, 2012 among UR Financing Escrow Corporation, United Rentals (North America), Inc., Wells Fargo Bank, National Association as trustee under the indentures and Wells Fargo Bank, National Association as Escrow Agent (incorporated by reference to Exhibit 10.4 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)
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Exhibit
Number |
|
Description of Exhibit
|
|
|
10
|
|
(dddd)
|
Intercreditor Agreement, dated as of March 9, 2012 among Bank of America, N.A. as credit agreement agent and Wells Fargo Bank, National Association as trustee under the indentures and Wells Fargo Bank, National Association as second lien collateral agent, acknowledged by UR Merger Sub Corporation, the Company and certain other grantors (incorporated by reference to Exhibit 10.5 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012)
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10
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|
(eeee)
|
Accession Agreement, dated as of April 30, 2012, between UR Merger Sub Corporation and Bank of America, N.A. as collateral agent (incorporated by reference to Exhibit 10.4 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
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12
|
|
*
|
Computation of Ratio of Earnings to Fixed Charges
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21
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|
*
|
Subsidiaries of United Rentals, Inc.
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23
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|
*
|
Consent of Ernst & Young LLP
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31
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|
(a)*
|
Rule 13a-14(a) Certification by Chief Executive Officer
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31
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(b)*
|
Rule 13a-14(a) Certification by Chief Financial Officer
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32
|
|
(a)**
|
Section 1350 Certification by Chief Executive Officer
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32
|
|
(b)**
|
Section 1350 Certification by Chief Financial Officer
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|
101
|
|
|
The following materials from the Annual Report on Form 10-K for the Company and URNA, for the year ended December 31, 2013, filed on January 22, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Stockholders' Equity (Deficit), (v) Consolidated Statements of Cash Flows, (vi) Notes to the Consolidated Financial Statements and (vii) Schedule to the Consolidated Financial Statements.
|
|
*
|
Filed herewith.
|
|
**
|
Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K under the Exchange Act.
|
|
***
|
The First Amendment to Mr. Kneeland’s Employment Agreement corresponds to Exhibit 10(ss).
|
|
‡
|
This document is a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 15(a) of this report.
|
|
‡‡
|
The Company also entered into a Form of Additional Capped Call Option, dated November 13, 2009 with each of Bank of America, N.A., Citibank, N.A., Wachovia Bank, National Association and Morgan Stanley & Co. International plc which is substantially identical to Exhibit 10(rrr) and is incorporated herein by reference.
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|
UNITED RENTALS, INC.
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|
|
Date:
|
January 22, 2014
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|
By:
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/s/ M
ICHAEL
J. K
NEELAND
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Michael J. Kneeland, Chief Executive Officer
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Signatures
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Title
|
|
Date
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|
/
S
/ J
ENNE
K. B
RITELL
|
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Chairman
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|
January 22, 2014
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|
Jenne K. Britell
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/
S
/ J
OSÉ
B. A
LVAREZ
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Director
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|
January 22, 2014
|
|
José B. Alvarez
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/
S
/ B
OBBY
J. G
RIFFIN
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Director
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January 22, 2014
|
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Bobby J. Griffin
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/
S
/ P
IERRE
E. L
EROY
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Director
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January 22, 2014
|
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Pierre E. Leroy
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/
S
/ S
INGLETON
B. M
C
A
LLISTER
|
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Director
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January 21, 2014
|
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Singleton B. McAllister
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/
S
/ B
RIAN
D. M
C
A
ULEY
|
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Director
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January 22, 2014
|
|
Brian D. McAuley
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/
S
/ J
OHN
S. M
C
K
INNEY
|
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Director
|
|
January 22, 2014
|
|
John S. McKinney
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/
S
/ J
AMES
H. O
ZANNE
|
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Director
|
|
January 22, 2014
|
|
James H. Ozanne
|
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/
S
/ J
ASON
D. P
APASTAVROU
|
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Director
|
|
January 22, 2014
|
|
Jason D. Papastavrou
|
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/
S
/ F
ILIPPO
P
ASSERINI
|
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Director
|
|
January 22, 2014
|
|
Filippo Passerini
|
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/
S
/ D
ONALD
C. R
OOF
|
|
Director
|
|
January 22, 2014
|
|
Donald C. Roof
|
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/
S
/ L. “K
EITH
” W
IMBUSH
|
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Director
|
|
January 22, 2014
|
|
L. “Keith” Wimbush
|
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/
S
/ M
ICHAEL
J. K
NEELAND
|
|
Director and Chief Executive Officer (Principal Executive Officer)
|
|
January 22, 2014
|
|
Michael J. Kneeland
|
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/
S
/ W
ILLIAM
B. P
LUMMER
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
January 22, 2014
|
|
William B. Plummer
|
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/
S
/ J
OHN
J. F
AHEY
|
|
Vice President, Controller (Principal Accounting Officer)
|
|
January 22, 2014
|
|
John J. Fahey
|
|
|
|
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|