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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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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Large Accelerated Filer
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x
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Accelerated Filer
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Non-Accelerated Filer
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o
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Smaller Reporting Company
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o
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Page
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PART I
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Item 1
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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 1
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Item 1A
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Item 2
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Item 6
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•
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the possibility that RSC Holdings Inc. ("RSC"), National Pump
1
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 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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•
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our significant indebtedness (which totaled $
8.0 billion
at
June 30, 2014
) 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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1.
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In April 2014, we acquired assets of the following four entities: National Pump & Compressor, Ltd., Canadian Pump and Compressor Ltd., GulfCo Industrial Equipment, LP and LD Services, LLC (collectively “National Pump”).
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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; and
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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.
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Item 1.
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Financial Statements
|
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June 30, 2014
|
|
December 31, 2013
|
||||
|
|
(unaudited)
|
|
|||||
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ASSETS
|
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|
||||
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Cash and cash equivalents
|
$
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170
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$
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175
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Accounts receivable, net of allowance for doubtful accounts of $37 at June 30, 2014 and $49 at December 31, 2013
|
844
|
|
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804
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Inventory
|
119
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70
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Prepaid expenses and other assets
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71
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53
|
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||
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Deferred taxes
|
192
|
|
|
260
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||
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Total current assets
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1,396
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|
|
1,362
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||
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Rental equipment, net
|
6,029
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|
|
5,374
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||
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Property and equipment, net
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423
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|
|
421
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||
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Goodwill, net
|
3,293
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|
|
2,953
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Other intangible assets, net
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1,218
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|
1,018
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Other long-term assets
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108
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103
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Total assets
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$
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12,467
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$
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11,231
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Short-term debt and current maturities of long-term debt
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$
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621
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$
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604
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Accounts payable
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625
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292
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|
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Accrued expenses and other liabilities
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500
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390
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Total current liabilities
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1,746
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1,286
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Long-term debt
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7,394
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6,569
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Deferred taxes
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1,440
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1,459
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Other long-term liabilities
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80
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|
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69
|
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Total liabilities
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10,660
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|
9,383
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Temporary equity (note 8)
|
10
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|
|
20
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Common stock—$0.01 par value, 500,000,000 shares authorized, 103,090,256 and 96,133,712 shares issued and outstanding, respectively, at June 30, 2014 and 97,966,802 and 93,288,936 shares issued and outstanding, respectively, at December 31, 2013
|
1
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|
|
1
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|
||
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Additional paid-in capital
|
2,100
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|
2,054
|
|
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Retained earnings (accumulated deficit)
|
117
|
|
|
(37
|
)
|
||
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Treasury stock at cost—6,956,544 and 4,677,866 shares at June 30, 2014 and December 31, 2013, respectively
|
(437
|
)
|
|
(209
|
)
|
||
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Accumulated other comprehensive income
|
16
|
|
|
19
|
|
||
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Total stockholders’ equity
|
1,797
|
|
|
1,828
|
|
||
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Total liabilities and stockholders’ equity
|
$
|
12,467
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|
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$
|
11,231
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
|
Equipment rentals
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$
|
1,179
|
|
|
$
|
1,009
|
|
|
$
|
2,184
|
|
|
$
|
1,925
|
|
|
Sales of rental equipment
|
138
|
|
|
131
|
|
|
248
|
|
|
254
|
|
||||
|
Sales of new equipment
|
37
|
|
|
24
|
|
|
63
|
|
|
45
|
|
||||
|
Contractor supplies sales
|
22
|
|
|
23
|
|
|
41
|
|
|
43
|
|
||||
|
Service and other revenues
|
23
|
|
|
19
|
|
|
41
|
|
|
39
|
|
||||
|
Total revenues
|
1,399
|
|
|
1,206
|
|
|
2,577
|
|
|
2,306
|
|
||||
|
Cost of revenues:
|
|
|
|
|
|
|
|
||||||||
|
Cost of equipment rentals, excluding depreciation
|
447
|
|
|
399
|
|
|
856
|
|
|
792
|
|
||||
|
Depreciation of rental equipment
|
229
|
|
|
208
|
|
|
446
|
|
|
410
|
|
||||
|
Cost of rental equipment sales
|
80
|
|
|
87
|
|
|
145
|
|
|
170
|
|
||||
|
Cost of new equipment sales
|
31
|
|
|
19
|
|
|
51
|
|
|
36
|
|
||||
|
Cost of contractor supplies sales
|
15
|
|
|
16
|
|
|
28
|
|
|
29
|
|
||||
|
Cost of service and other revenues
|
8
|
|
|
6
|
|
|
14
|
|
|
13
|
|
||||
|
Total cost of revenues
|
810
|
|
|
735
|
|
|
1,540
|
|
|
1,450
|
|
||||
|
Gross profit
|
589
|
|
|
471
|
|
|
1,037
|
|
|
856
|
|
||||
|
Selling, general and administrative expenses
|
187
|
|
|
152
|
|
|
355
|
|
|
312
|
|
||||
|
Merger related costs
|
8
|
|
|
2
|
|
|
9
|
|
|
8
|
|
||||
|
Restructuring charge
|
(1
|
)
|
|
5
|
|
|
—
|
|
|
11
|
|
||||
|
Non-rental depreciation and amortization
|
70
|
|
|
62
|
|
|
130
|
|
|
126
|
|
||||
|
Operating income
|
325
|
|
|
250
|
|
|
543
|
|
|
399
|
|
||||
|
Interest expense, net
|
187
|
|
|
118
|
|
|
312
|
|
|
236
|
|
||||
|
Interest expense—subordinated convertible debentures
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
||||
|
Other income, net
|
(4
|
)
|
|
—
|
|
|
(5
|
)
|
|
(1
|
)
|
||||
|
Income before provision for income taxes
|
142
|
|
|
131
|
|
|
236
|
|
|
161
|
|
||||
|
Provision for income taxes
|
48
|
|
|
48
|
|
|
82
|
|
|
57
|
|
||||
|
Net income
|
$
|
94
|
|
|
$
|
83
|
|
|
$
|
154
|
|
|
$
|
104
|
|
|
Basic earnings per share
|
$
|
0.98
|
|
|
$
|
0.89
|
|
|
$
|
1.61
|
|
|
$
|
1.12
|
|
|
Diluted earnings per share
|
$
|
0.90
|
|
|
$
|
0.78
|
|
|
$
|
1.46
|
|
|
$
|
0.98
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Net income
|
$
|
94
|
|
|
$
|
83
|
|
|
$
|
154
|
|
|
$
|
104
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation adjustments
|
35
|
|
|
(32
|
)
|
|
(3
|
)
|
|
(52
|
)
|
||||
|
Fixed price diesel swaps
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Other comprehensive income (loss)
|
36
|
|
|
(32
|
)
|
|
(3
|
)
|
|
(52
|
)
|
||||
|
Comprehensive income (1)
|
$
|
130
|
|
|
$
|
51
|
|
|
$
|
151
|
|
|
$
|
52
|
|
|
|
Common Stock
|
|
|
|
|
|
Treasury Stock
|
|
|
|||||||||||||||||
|
|
Number of
Shares (1)
|
|
Amount
|
|
Additional Paid-in
Capital
|
|
(Accumulated
Deficit) Retained Earnings
|
|
Number of
Shares
|
|
Amount
|
|
Accumulated Other Comprehensive
Income (Loss) (3)
|
|||||||||||||
|
Balance at December 31, 2013
|
93
|
|
|
$
|
1
|
|
|
$
|
2,054
|
|
|
$
|
(37
|
)
|
|
5
|
|
|
$
|
(209
|
)
|
|
$
|
19
|
|
|
|
Net income
|
|
|
|
|
|
|
154
|
|
|
|
|
|
|
|
||||||||||||
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
||||||||||||
|
Stock compensation expense, net
|
|
|
|
|
31
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Exercise of common stock options
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
4 percent Convertible Senior Notes (2)
|
5
|
|
|
|
|
32
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Shares repurchased and retired
|
|
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
|
||||||||||||
|
Repurchase of common stock
|
(2
|
)
|
|
|
|
|
|
|
|
2
|
|
|
(228
|
)
|
|
|
||||||||||
|
Balance at June 30, 2014
|
96
|
|
|
$
|
1
|
|
|
$
|
2,100
|
|
|
$
|
117
|
|
|
$
|
7
|
|
|
$
|
(437
|
)
|
|
$
|
16
|
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
|
|
2014
|
|
2013
|
||||
|
Cash Flows From Operating Activities:
|
|
|
|
||||
|
Net income
|
$
|
154
|
|
|
$
|
104
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
576
|
|
|
536
|
|
||
|
Amortization of deferred financing costs and original issue discounts
|
10
|
|
|
11
|
|
||
|
Gain on sales of rental equipment
|
(103
|
)
|
|
(84
|
)
|
||
|
Gain on sales of non-rental equipment
|
(4
|
)
|
|
(2
|
)
|
||
|
(Gain) loss on sale of software subsidiary
|
—
|
|
|
1
|
|
||
|
Stock compensation expense, net
|
31
|
|
|
19
|
|
||
|
Merger related costs
|
9
|
|
|
8
|
|
||
|
Restructuring charge
|
—
|
|
|
11
|
|
||
|
Loss on extinguishment of debt securities
|
75
|
|
|
—
|
|
||
|
Loss on retirement of subordinated convertible debentures
|
—
|
|
|
2
|
|
||
|
Increase in deferred taxes
|
57
|
|
|
39
|
|
||
|
Changes in operating assets and liabilities, net of amounts acquired:
|
|
|
|
||||
|
Decrease in accounts receivable
|
8
|
|
|
34
|
|
||
|
Increase in inventory
|
(31
|
)
|
|
(43
|
)
|
||
|
(Increase) decrease in prepaid expenses and other assets
|
(5
|
)
|
|
6
|
|
||
|
Increase in accounts payable
|
315
|
|
|
323
|
|
||
|
Decrease in accrued expenses and other liabilities
|
(38
|
)
|
|
(87
|
)
|
||
|
Net cash provided by operating activities
|
1,054
|
|
|
878
|
|
||
|
Cash Flows From Investing Activities:
|
|
|
|
||||
|
Purchases of rental equipment
|
(1,028
|
)
|
|
(1,025
|
)
|
||
|
Purchases of non-rental equipment
|
(52
|
)
|
|
(41
|
)
|
||
|
Proceeds from sales of rental equipment
|
248
|
|
|
254
|
|
||
|
Proceeds from sales of non-rental equipment
|
18
|
|
|
11
|
|
||
|
Purchases of other companies, net of cash acquired
|
(756
|
)
|
|
—
|
|
||
|
Net cash used in investing activities
|
(1,570
|
)
|
|
(801
|
)
|
||
|
Cash Flows From Financing Activities:
|
|
|
|
||||
|
Proceeds from debt
|
4,776
|
|
|
1,639
|
|
||
|
Payments of debt, including subordinated convertible debentures
|
(4,022
|
)
|
|
(1,607
|
)
|
||
|
Proceeds from the exercise of common stock options
|
2
|
|
|
5
|
|
||
|
Common stock repurchased
|
(247
|
)
|
|
(84
|
)
|
||
|
Payments of financing costs
|
(22
|
)
|
|
—
|
|
||
|
Cash received in connection with the 4 percent Convertible Senior Notes and related hedge, net
|
25
|
|
|
4
|
|
||
|
Net cash provided by (used in) financing activities
|
512
|
|
|
(43
|
)
|
||
|
Effect of foreign exchange rates
|
(1
|
)
|
|
(7
|
)
|
||
|
Net (decrease) increase in cash and cash equivalents
|
(5
|
)
|
|
27
|
|
||
|
Cash and cash equivalents at beginning of period
|
175
|
|
|
106
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
170
|
|
|
$
|
133
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
|
Cash paid for income taxes, net
|
$
|
36
|
|
|
$
|
31
|
|
|
Cash paid for interest, including subordinated convertible debentures
|
224
|
|
|
229
|
|
||
|
Cash consideration (1)
|
$
|
777
|
|
|
Contingent consideration (2)
|
76
|
|
|
|
Total purchase consideration (3)
|
$
|
853
|
|
|
Accounts receivable, net of allowance for doubtful accounts (1)
|
$
|
46
|
|
|
Inventory
|
18
|
|
|
|
Deferred taxes
|
11
|
|
|
|
Rental equipment
|
178
|
|
|
|
Property and equipment
|
10
|
|
|
|
Intangibles (2)
|
289
|
|
|
|
Other assets
|
1
|
|
|
|
Total identifiable assets acquired
|
553
|
|
|
|
Current liabilities
|
(24
|
)
|
|
|
Total liabilities assumed
|
(24
|
)
|
|
|
Net identifiable assets acquired
|
529
|
|
|
|
Goodwill (3)
|
324
|
|
|
|
Net assets acquired
|
$
|
853
|
|
|
|
Fair value
|
Life (years)
|
||
|
Customer relationships
|
$
|
274
|
|
10
|
|
Non-compete agreements
|
15
|
|
6
|
|
|
Total
|
$
|
289
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2014
|
|
|
2013
|
|
|
2014
|
|
|
2013
|
|
||||
|
United Rentals historic revenues
|
$
|
1,399
|
|
|
$
|
1,206
|
|
|
$
|
2,577
|
|
|
$
|
2,306
|
|
|
National Pump historic revenues
|
—
|
|
|
52
|
|
|
62
|
|
|
94
|
|
||||
|
Pro forma revenues
|
1,399
|
|
|
1,258
|
|
|
2,639
|
|
|
2,400
|
|
||||
|
United Rentals historic pretax income
|
142
|
|
|
131
|
|
|
236
|
|
|
161
|
|
||||
|
National Pump historic pretax income
|
—
|
|
|
15
|
|
|
20
|
|
|
26
|
|
||||
|
Combined pretax income
|
142
|
|
|
146
|
|
|
256
|
|
|
187
|
|
||||
|
Pro forma adjustments to combined pretax income:
|
|
|
|
|
|
|
|
||||||||
|
Impact of fair value mark-ups/useful life changes on depreciation (1)
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||
|
Intangible asset amortization (2)
|
1
|
|
|
(13
|
)
|
|
(11
|
)
|
|
(26
|
)
|
||||
|
Interest expense (3)
|
68
|
|
|
(7
|
)
|
|
62
|
|
|
(79
|
)
|
||||
|
Elimination of historic National Pump interest (4)
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
|
Elimination of merger costs (5)
|
8
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
|
Pro forma pretax income (loss)
|
$
|
219
|
|
|
$
|
126
|
|
|
$
|
315
|
|
|
$
|
81
|
|
|
|
General
rentals
|
|
Trench safety,
power and HVAC, and pump solutions
|
|
Total
|
||||||
|
Three Months Ended June 30, 2014
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
1,028
|
|
|
$
|
151
|
|
|
$
|
1,179
|
|
|
Sales of rental equipment
|
132
|
|
|
6
|
|
|
138
|
|
|||
|
Sales of new equipment
|
25
|
|
|
12
|
|
|
37
|
|
|||
|
Contractor supplies sales
|
19
|
|
|
3
|
|
|
22
|
|
|||
|
Service and other revenues
|
17
|
|
|
6
|
|
|
23
|
|
|||
|
Total revenue
|
1,221
|
|
|
178
|
|
|
1,399
|
|
|||
|
Depreciation and amortization expense
|
263
|
|
|
36
|
|
|
299
|
|
|||
|
Equipment rentals gross profit
|
426
|
|
|
77
|
|
|
503
|
|
|||
|
Three Months Ended June 30, 2013
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
932
|
|
|
$
|
77
|
|
|
$
|
1,009
|
|
|
Sales of rental equipment
|
126
|
|
|
5
|
|
|
131
|
|
|||
|
Sales of new equipment
|
22
|
|
|
2
|
|
|
24
|
|
|||
|
Contractor supplies sales
|
21
|
|
|
2
|
|
|
23
|
|
|||
|
Service and other revenues
|
17
|
|
|
2
|
|
|
19
|
|
|||
|
Total revenue
|
1,118
|
|
|
88
|
|
|
1,206
|
|
|||
|
Depreciation and amortization expense
|
258
|
|
|
12
|
|
|
270
|
|
|||
|
Equipment rentals gross profit
|
366
|
|
|
36
|
|
|
402
|
|
|||
|
Six Months Ended June 30, 2014
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
1,952
|
|
|
$
|
232
|
|
|
$
|
2,184
|
|
|
Sales of rental equipment
|
238
|
|
|
10
|
|
|
248
|
|
|||
|
Sales of new equipment
|
49
|
|
|
14
|
|
|
63
|
|
|||
|
Contractor supplies sales
|
36
|
|
|
5
|
|
|
41
|
|
|||
|
Service and other revenues
|
34
|
|
|
7
|
|
|
41
|
|
|||
|
Total revenue
|
2,309
|
|
|
268
|
|
|
2,577
|
|
|||
|
Depreciation and amortization expense
|
522
|
|
|
54
|
|
|
576
|
|
|||
|
Equipment rentals gross profit
|
770
|
|
|
112
|
|
|
882
|
|
|||
|
Capital expenditures
|
981
|
|
|
99
|
|
|
1,080
|
|
|||
|
Six Months Ended June 30, 2013
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
1,786
|
|
|
$
|
139
|
|
|
$
|
1,925
|
|
|
Sales of rental equipment
|
245
|
|
|
9
|
|
|
254
|
|
|||
|
Sales of new equipment
|
42
|
|
|
3
|
|
|
45
|
|
|||
|
Contractor supplies sales
|
39
|
|
|
4
|
|
|
43
|
|
|||
|
Service and other revenues
|
36
|
|
|
3
|
|
|
39
|
|
|||
|
Total revenue
|
2,148
|
|
|
158
|
|
|
2,306
|
|
|||
|
Depreciation and amortization expense
|
510
|
|
|
26
|
|
|
536
|
|
|||
|
Equipment rentals gross profit
|
661
|
|
|
62
|
|
|
723
|
|
|||
|
Capital expenditures
|
1,003
|
|
|
63
|
|
|
1,066
|
|
|||
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
|
Total reportable segment assets
|
|
|
|
||||
|
General rentals
|
$
|
10,979
|
|
|
$
|
10,677
|
|
|
Trench safety, power and HVAC, and pump solutions (1)
|
1,488
|
|
|
554
|
|
||
|
Total assets
|
$
|
12,467
|
|
|
$
|
11,231
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Total equipment rentals gross profit
|
$
|
503
|
|
|
$
|
402
|
|
|
$
|
882
|
|
|
$
|
723
|
|
|
Gross profit from other lines of business
|
86
|
|
|
69
|
|
|
155
|
|
|
133
|
|
||||
|
Selling, general and administrative expenses
|
(187
|
)
|
|
(152
|
)
|
|
(355
|
)
|
|
(312
|
)
|
||||
|
Merger related costs
|
(8
|
)
|
|
(2
|
)
|
|
(9
|
)
|
|
(8
|
)
|
||||
|
Restructuring charge
|
1
|
|
|
(5
|
)
|
|
—
|
|
|
(11
|
)
|
||||
|
Non-rental depreciation and amortization
|
(70
|
)
|
|
(62
|
)
|
|
(130
|
)
|
|
(126
|
)
|
||||
|
Interest expense, net
|
(187
|
)
|
|
(118
|
)
|
|
(312
|
)
|
|
(236
|
)
|
||||
|
Interest expense- subordinated convertible debentures
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
||||
|
Other income, net
|
4
|
|
|
—
|
|
|
5
|
|
|
1
|
|
||||
|
Income before provision for income taxes
|
$
|
142
|
|
|
$
|
131
|
|
|
$
|
236
|
|
|
$
|
161
|
|
|
|
|
Reserve Balance at
|
|
Charged to
Costs and Expenses (1) |
|
Payments
and Other |
|
Reserve Balance at
|
||||||||
|
Description
|
|
December 31, 2013
|
|
|
|
June 30, 2014
|
||||||||||
|
Closed Restructuring Program
|
|
|
|
|
|
|
|
|
||||||||
|
Branch closure charges
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
11
|
|
|
Severance costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Total
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
11
|
|
|
RSC Merger Related Restructuring Program
|
|
|
|
|
|
|
|
|
||||||||
|
Branch closure charges
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
14
|
|
|
Severance costs
|
|
2
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
||||
|
Total
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
(7
|
)
|
|
$
|
15
|
|
|
Total
|
|
|
|
|
|
|
|
|
||||||||
|
Branch closure charges
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
|
$
|
25
|
|
|
Severance costs
|
|
2
|
|
|
—
|
|
|
(1
|
)
|
|
1
|
|
||||
|
Total
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
(9
|
)
|
|
$
|
26
|
|
|
(1)
|
Reflected in our condensed consolidated statements of income as “Restructuring charge.” These charges are not allocated to our reportable segments.
|
|
|
General rentals
|
|
Trench safety,
power and HVAC, and pump solutions |
|
Total
|
||||||
|
Balance at January 1, 2014 (1)
|
$
|
2,812
|
|
|
$
|
141
|
|
|
$
|
2,953
|
|
|
Goodwill related to acquisitions (2)
|
12
|
|
|
328
|
|
|
340
|
|
|||
|
Balance at June 30, 2014 (1)
|
$
|
2,824
|
|
|
$
|
469
|
|
|
$
|
3,293
|
|
|
(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.
|
|
|
June 30, 2014
|
||||||||||||
|
|
Weighted-Average Remaining
Amortization Period |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||
|
Non-compete agreements
|
45 months
|
|
$
|
69
|
|
|
$
|
24
|
|
|
$
|
45
|
|
|
Customer relationships
|
12 years
|
|
$
|
1,508
|
|
|
$
|
366
|
|
|
$
|
1,142
|
|
|
Trade names and associated trademarks
|
34 months
|
|
$
|
81
|
|
|
$
|
50
|
|
|
$
|
31
|
|
|
|
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
|
|
|
|
June 30, 2014
|
|||||
|
|
Weighted-Average Remaining
Amortization Period |
|
|
Net Carrying
Amount |
||
|
Non-compete agreements
|
6 years
|
|
|
$
|
14
|
|
|
Customer relationships
|
10 years
|
|
|
$
|
263
|
|
|
2014
|
$
|
104
|
|
|
2015
|
195
|
|
|
|
2016
|
175
|
|
|
|
2017
|
146
|
|
|
|
2018
|
126
|
|
|
|
Thereafter
|
472
|
|
|
|
Total
|
$
|
1,218
|
|
|
|
|
|
Three Months Ended June 30, 2014
|
|
Three Months Ended June 30, 2013
|
||||||||||
|
|
Location of income
(expense)
recognized on
derivative/hedged item
|
|
Amount of income
(expense)
recognized
on derivative
|
|
Amount of income
(expense)
recognized
on hedged item
|
|
Amount of income
(expense)
recognized
on derivative
|
|
Amount of income
(expense)
recognized
on hedged item
|
||||||
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||
|
Fixed price diesel swaps
|
Other income
(expense), net (1)
|
|
$ *
|
|
|
|
|
$ *
|
|
|
|
||||
|
|
Cost of equipment
rentals, excluding
depreciation (2),
(3)
|
|
*
|
|
|
$
|
(12
|
)
|
|
*
|
|
|
$
|
(8
|
)
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||
|
Foreign currency forward contracts (4)
|
Other income
(expense), net
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
2
|
|
||
|
|
|
|
Six Months Ended June 30, 2014
|
|
Six Months Ended June 30, 2013
|
||||||||||
|
|
Location of income
(expense)
recognized on
derivative/hedged item
|
|
Amount of income
(expense)
recognized
on derivative
|
|
Amount of income
(expense)
recognized
on hedged item
|
|
Amount of income
(expense)
recognized
on derivative
|
|
Amount of income
(expense)
recognized
on hedged item
|
||||||
|
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||
|
Fixed price diesel swaps
|
Other income
(expense), net (1)
|
|
$ *
|
|
|
|
|
$ *
|
|
|
|
||||
|
|
Cost of equipment
rentals, excluding
depreciation (2),
(3)
|
|
*
|
|
|
$
|
(22
|
)
|
|
*
|
|
|
$
|
(17
|
)
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
||||||
|
Foreign currency forward contracts (4)
|
Other income
(expense), net
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
4
|
|
||
|
*
|
Amounts are insignificant (less than
$1
).
|
|
(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
3.0 million
and
2.1 million
gallons of diesel covered by the fixed price swaps during the three months ended
June 30, 2014
and
2013
, respectively, and the use of
5.6 million
and
4.3 million
gallons of diesel covered by the fixed price swaps during the
six
months ended
June 30, 2014
and
2013
,
respectively. These amounts are reflected, net of cash received from the counterparties to the fixed price swaps, in operating cash flows in our condensed consolidated statement of cash flows.
|
|
(4)
|
Insignificant amounts were reflected in our condensed consolidated statement of cash flows associated with the forward contracts to purchase Canadian dollars, as the cash impact of the gains/losses recognized on the derivatives were offset by the gains/losses recognized on the hedged items.
|
|
a)
|
quoted prices for similar assets in active markets;
|
|
b)
|
quoted prices for identical or similar assets in inactive markets;
|
|
c)
|
inputs other than quoted prices that are observable for the asset;
|
|
d)
|
inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
Level 1:
|
|
|
|
|
|
|
|
||||||||
|
Senior and senior subordinated notes
|
$
|
6,066
|
|
|
$
|
6,527
|
|
|
$
|
5,381
|
|
|
$
|
5,848
|
|
|
Level 2:
|
|
|
|
|
|
|
|
||||||||
|
4 percent Convertible Senior Notes (1)
|
87
|
|
|
93
|
|
|
136
|
|
|
149
|
|
||||
|
(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 Item 3- Quantitative and Qualitative Disclosures about Market Risk), the total cost to settle the notes based on the closing price of our common stock on
June 30, 2014
would be
$911
.
|
|
|
June 30, 2014
|
|
December 31, 2013
|
||||
|
URNA and subsidiaries debt:
|
|
|
|
||||
|
Accounts Receivable Securitization Facility (1)
|
$
|
496
|
|
|
$
|
430
|
|
|
$2.3 billion ABL Facility (2)
|
1,247
|
|
|
1,106
|
|
||
|
5
3
/
4
percent Senior Secured Notes
|
750
|
|
|
750
|
|
||
|
10
1
/
4
percent Senior Notes (3)
|
—
|
|
|
220
|
|
||
|
9
1
/
4
percent Senior Notes (4)
|
—
|
|
|
494
|
|
||
|
7
3
/
8
percent Senior Notes
|
750
|
|
|
750
|
|
||
|
8
3
/
8
percent Senior Subordinated Notes
|
750
|
|
|
750
|
|
||
|
8
1
/
4
percent Senior Notes
|
689
|
|
|
692
|
|
||
|
7
5
/
8
percent Senior Notes
|
1,325
|
|
|
1,325
|
|
||
|
6
1
/
8
percent Senior Notes (5)
|
952
|
|
|
400
|
|
||
|
5
3
/
4
percent Senior Notes (6)
|
850
|
|
|
—
|
|
||
|
Capital leases
|
119
|
|
|
120
|
|
||
|
Total URNA and subsidiaries debt
|
7,928
|
|
|
7,037
|
|
||
|
Holdings:
|
|
|
|
||||
|
4 percent Convertible Senior Notes (7)
|
87
|
|
|
136
|
|
||
|
Total debt
|
8,015
|
|
|
7,173
|
|
||
|
Less short-term portion (8)
|
(621
|
)
|
|
(604
|
)
|
||
|
Total long-term debt
|
$
|
7,394
|
|
|
$
|
6,569
|
|
|
(1)
|
At
June 30, 2014
,
$38
was available under our accounts receivable securitization facility. The interest rate applicable to the accounts receivable securitization facility was
0.8 percent
at
June 30, 2014
. During the
six
months ended
June 30, 2014
, the monthly average amount outstanding under the accounts receivable securitization facility was
$404
, and the weighted-average interest rate thereon was
0.8 percent
. The maximum month-end amount outstanding under the accounts receivable securitization facility during the
six
months ended
June 30, 2014
was
$496
. Borrowings under the accounts receivable securitization facility are permitted only to the extent that the face amount of the receivables in the collateral
|
|
(2)
|
At
June 30, 2014
,
$1.0 billion
was available under our ABL facility, net of
$52
of letters of credit. The interest rate applicable to the ABL facility was
2.2 percent
at
June 30, 2014
. During the
six
months ended
June 30, 2014
, the monthly average amount outstanding under the ABL facility was
$1.0 billion
, and the weighted-average interest rate thereon was
2.4 percent
. The maximum month-end amount outstanding under the ABL facility during the
six
months ended
June 30, 2014
was
$1.3 billion
.
|
|
(3)
|
In January 2014, we redeemed all of our 10
1
/
4
percent Senior Notes. We paid a call premium of $
26
in connection with the redemption, and recognized a loss of approximately $
6
in interest expense, net upon redemption. The loss represented the difference between the net carrying amount and the total purchase price of the notes.
|
|
(4)
|
As discussed in note
2
to our condensed consolidated financial statements, in April 2014, we completed the acquisition of assets of National Pump. Using proceeds from debt issued in connection with the National Pump acquisition, as discussed below, and cash on hand, we redeemed all the outstanding 9
1
/
4
percent Senior Notes in April 2014. We paid a call premium of approximately $
52
in connection with the redemption and recognized a loss of approximately $
64
in interest expense upon redemption. The loss represented the difference between the net carrying amount and the total purchase price of the notes.
|
|
(5)
|
In connection with the National Pump acquisition described above, in March 2014, URNA issued $
525
principal amount of 6
1
/
8
percent Senior Notes as an add on to our existing 6
1
/
8
percent Senior Notes. The net proceeds from the issuance were $
546
(after deducting offering expenses). The newly issued notes have identical terms, and are fungible, with the 6
1
/
8
percent Senior Notes outstanding at
December 31, 2013
. The
difference between the carrying value of the 6
1
/
8
percent Senior Notes and the $
925
principal amount relates to the $
27
unamortized portion of the original issue premium recognized in conjunction with the March 2014 issuance, which is being amortized through the maturity date in 2023. The effective interest rate on the 6
1
/
8
percent Senior Notes is
5.7
percent.
|
|
(6)
|
In connection with the National Pump acquisition described above, in March 2014, URNA issued $
850
principal amount of 5
3
/
4
percent Senior Notes which are due November 15, 2024. The net proceeds from the issuance were $
837
(after deducting offering expenses). The net proceeds were used to finance in part the cash purchase price of the National Pump acquisition which closed in April 2014. The 5
3
/
4
percent Senior Notes are unsecured and are guaranteed by Holdings and, subject to limited exceptions, URNA's domestic subsidiaries. The 5
3
/
4
percent Senior Notes may be redeemed on or after
May 15, 2019
, at specified redemption prices that range from
102.875
percent in the 12-month period commencing on
May 15, 2019
, to
100
percent in the 12-month period commencing on
May 15, 2022
and thereafter, plus accrued and unpaid interest. The indenture governing the 5
3
/
4
percent Senior Notes contains certain restrictive covenants, including, among others, limitations on (1) liens; (2) additional indebtedness; (3) mergers, consolidations and acquisitions; (4) sales, transfers and other dispositions of assets; (5) loans and other investments; (6) dividends and other distributions, stock repurchases and redemptions and other restricted payments; (7) restrictions affecting subsidiaries; (8) transactions with affiliates; and (9) designations of unrestricted subsidiaries, as well as a requirement to timely file periodic reports with the SEC. Each of these covenants is subject to important exceptions and qualifications that would allow URI to engage in these activities under certain conditions. The indenture also requires that, in the event of a change of control (as defined in the indenture), URI must make an offer to purchase all of the then-outstanding 5
3
/
4
percent Senior Notes tendered at a purchase price in cash equal to
101
percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon.
|
|
(7)
|
The difference between the
June 30, 2014
carrying value of the
4 percent
Convertible Senior Notes and the
$97
principal amount reflects the
$10
unamortized portion of the original issue discount recognized upon issuance of the notes, which is being amortized through the maturity date of November 15, 2015. Because the
4 percent
Convertible Senior Notes were redeemable at
June 30, 2014
, an amount equal to the
$10
unamortized portion of the original issue discount is separately classified in our condensed consolidated balance sheets and referred to as “temporary equity.” During the
six
months ended
June 30, 2014
, $
59
of our 4 percent Convertible Notes were redeemed. We recognized a loss of approximately $
5
in interest expense, net upon redemption. The loss represented the difference between the net carrying amount and the fair value of the debt component of the notes. Based on the price of our common stock during the
second
quarter of 2014, holders of the
4 percent
Convertible Senior Notes have the right to redeem the notes during the
third
quarter of 2014 at a conversion price of
$11.11
per share of common stock. Since
July 1, 2014
(the beginning of the
third
quarter), none of the
4 percent
Convertible Senior Notes were redeemed, however we have received redemption notices for $
52
of the
4 percent Convertible Senior Notes which we expect to be redeemed in the
third
quarter of 2014.
|
|
(8)
|
As of
June 30, 2014
, our short-term debt primarily reflects
$496
of borrowings under our accounts receivable securitization facility and
$87
of
4 percent
Convertible Senior Notes. The
4 percent
Convertible Senior Notes mature in November 2015, but are reflected as short-term debt because they are redeemable at
June 30, 2014
.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Numerator:
|
|
|
|
|
|
|
|
||||||||
|
Net income available to common stockholders
|
$
|
94
|
|
|
$
|
83
|
|
|
154
|
|
|
104
|
|
||
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
|
Denominator for basic earnings per share—weighted-average common shares
|
97,002
|
|
|
93,895
|
|
|
96,118
|
|
|
93,604
|
|
||||
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
|
Employee stock options and warrants
|
413
|
|
|
498
|
|
|
425
|
|
|
557
|
|
||||
|
Convertible subordinated notes—4 percent
|
7,758
|
|
|
11,946
|
|
|
9,005
|
|
|
11,908
|
|
||||
|
Restricted stock units
|
421
|
|
|
376
|
|
|
475
|
|
|
488
|
|
||||
|
Denominator for diluted earnings per share—adjusted weighted-average common shares
|
105,594
|
|
|
106,715
|
|
|
106,023
|
|
|
106,557
|
|
||||
|
Basic earnings per share
|
$
|
0.98
|
|
|
$
|
0.89
|
|
|
$
|
1.61
|
|
|
$
|
1.12
|
|
|
Diluted earnings per share
|
$
|
0.90
|
|
|
$
|
0.78
|
|
|
$
|
1.46
|
|
|
$
|
0.98
|
|
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||||||
|
|
Foreign
|
|
SPV
|
|
|||||||||||||||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
170
|
|
|
Accounts receivable, net
|
—
|
|
|
31
|
|
|
—
|
|
|
127
|
|
|
686
|
|
|
—
|
|
|
844
|
|
|||||||
|
Intercompany receivable (payable)
|
329
|
|
|
(264
|
)
|
|
(57
|
)
|
|
(143
|
)
|
|
—
|
|
|
135
|
|
|
—
|
|
|||||||
|
Inventory
|
—
|
|
|
104
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
119
|
|
|||||||
|
Prepaid expenses and other assets
|
—
|
|
|
56
|
|
|
2
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|||||||
|
Deferred taxes
|
—
|
|
|
190
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
192
|
|
|||||||
|
Total current assets
|
329
|
|
|
143
|
|
|
(55
|
)
|
|
158
|
|
|
686
|
|
|
135
|
|
|
1,396
|
|
|||||||
|
Rental equipment, net
|
—
|
|
|
5,384
|
|
|
—
|
|
|
645
|
|
|
—
|
|
|
—
|
|
|
6,029
|
|
|||||||
|
Property and equipment, net
|
48
|
|
|
310
|
|
|
21
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
423
|
|
|||||||
|
Investments in subsidiaries
|
1,539
|
|
|
1,167
|
|
|
1,036
|
|
|
—
|
|
|
—
|
|
|
(3,742
|
)
|
|
—
|
|
|||||||
|
Goodwill, net
|
—
|
|
|
3,000
|
|
|
—
|
|
|
293
|
|
|
—
|
|
|
—
|
|
|
3,293
|
|
|||||||
|
Other intangible assets, net
|
—
|
|
|
1,104
|
|
|
—
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
1,218
|
|
|||||||
|
Other long-term assets
|
1
|
|
|
107
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
108
|
|
|||||||
|
Total assets
|
$
|
1,917
|
|
|
$
|
11,215
|
|
|
$
|
1,002
|
|
|
$
|
1,254
|
|
|
$
|
686
|
|
|
$
|
(3,607
|
)
|
|
$
|
12,467
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Short-term debt and current maturities of long-term debt
|
$
|
87
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
496
|
|
|
$
|
—
|
|
|
$
|
621
|
|
|
Accounts payable
|
—
|
|
|
547
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
625
|
|
|||||||
|
Accrued expenses and other liabilities
|
1
|
|
|
433
|
|
|
20
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|||||||
|
Total current liabilities
|
88
|
|
|
1,018
|
|
|
20
|
|
|
124
|
|
|
496
|
|
|
—
|
|
|
1,746
|
|
|||||||
|
Long-term debt
|
—
|
|
|
7,246
|
|
|
140
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
7,394
|
|
|||||||
|
Deferred taxes
|
22
|
|
|
1,334
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
—
|
|
|
1,440
|
|
|||||||
|
Other long-term liabilities
|
—
|
|
|
78
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|||||||
|
Total liabilities
|
110
|
|
|
9,676
|
|
|
160
|
|
|
218
|
|
|
496
|
|
|
—
|
|
|
10,660
|
|
|||||||
|
Temporary equity (note 8)
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||||
|
Total stockholders’ equity (deficit)
|
1,797
|
|
|
1,539
|
|
|
842
|
|
|
1,036
|
|
|
190
|
|
|
(3,607
|
)
|
|
1,797
|
|
|||||||
|
Total liabilities and stockholders’ equity (deficit)
|
$
|
1,917
|
|
|
$
|
11,215
|
|
|
$
|
1,002
|
|
|
$
|
1,254
|
|
|
$
|
686
|
|
|
$
|
(3,607
|
)
|
|
$
|
12,467
|
|
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||||||
|
|
Foreign
|
|
SPV
|
|
|||||||||||||||||||||||
|
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 intangible assets, 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
|
|
|||||||
|
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 8)
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||||||
|
Foreign
|
|
SPV
|
|
||||||||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Equipment rentals
|
$
|
—
|
|
|
$
|
1,042
|
|
|
$
|
—
|
|
|
$
|
137
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,179
|
|
|
Sales of rental equipment
|
—
|
|
|
122
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
138
|
|
|||||||
|
Sales of new equipment
|
—
|
|
|
31
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|||||||
|
Contractor supplies sales
|
—
|
|
|
19
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|||||||
|
Service and other revenues
|
—
|
|
|
17
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|||||||
|
Total revenues
|
—
|
|
|
1,231
|
|
|
—
|
|
|
168
|
|
|
—
|
|
|
—
|
|
|
1,399
|
|
|||||||
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
383
|
|
|
—
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
447
|
|
|||||||
|
Depreciation of rental equipment
|
—
|
|
|
203
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
229
|
|
|||||||
|
Cost of rental equipment sales
|
—
|
|
|
70
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|||||||
|
Cost of new equipment sales
|
—
|
|
|
27
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||||
|
Cost of contractor supplies sales
|
—
|
|
|
13
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||||
|
Cost of service and other revenues
|
—
|
|
|
5
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||||
|
Total cost of revenues
|
—
|
|
|
701
|
|
|
—
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
810
|
|
|||||||
|
Gross profit
|
—
|
|
|
530
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
589
|
|
|||||||
|
Selling, general and administrative expenses
|
(6
|
)
|
|
171
|
|
|
2
|
|
|
23
|
|
|
(3
|
)
|
|
—
|
|
|
187
|
|
|||||||
|
Merger related costs
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||||
|
Restructuring charge
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
|
Non-rental depreciation and amortization
|
5
|
|
|
58
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
70
|
|
|||||||
|
Operating income (loss)
|
1
|
|
|
294
|
|
|
(2
|
)
|
|
29
|
|
|
3
|
|
|
—
|
|
|
325
|
|
|||||||
|
Interest expense (income), net
|
1
|
|
|
182
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
(1
|
)
|
|
187
|
|
|||||||
|
Other (income) expense, net
|
(37
|
)
|
|
52
|
|
|
(3
|
)
|
|
4
|
|
|
(20
|
)
|
|
—
|
|
|
(4
|
)
|
|||||||
|
Income (loss) before provision for income taxes
|
37
|
|
|
60
|
|
|
(1
|
)
|
|
23
|
|
|
22
|
|
|
1
|
|
|
142
|
|
|||||||
|
Provision for income taxes
|
1
|
|
|
32
|
|
|
—
|
|
|
6
|
|
|
9
|
|
|
—
|
|
|
48
|
|
|||||||
|
Income (loss) before equity in net earnings (loss) of subsidiaries
|
36
|
|
|
28
|
|
|
(1
|
)
|
|
17
|
|
|
13
|
|
|
1
|
|
|
94
|
|
|||||||
|
Equity in net earnings (loss) of subsidiaries
|
58
|
|
|
30
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
|
—
|
|
|||||||
|
Net income (loss)
|
94
|
|
|
58
|
|
|
16
|
|
|
17
|
|
|
13
|
|
|
(104
|
)
|
|
94
|
|
|||||||
|
Other comprehensive income (loss)
|
36
|
|
|
36
|
|
|
36
|
|
|
28
|
|
|
—
|
|
|
(100
|
)
|
|
36
|
|
|||||||
|
Comprehensive income (loss)
|
$
|
130
|
|
|
$
|
94
|
|
|
$
|
52
|
|
|
$
|
45
|
|
|
$
|
13
|
|
|
$
|
(204
|
)
|
|
$
|
130
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||||||
|
|
Foreign
|
|
SPV
|
|
|||||||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Equipment rentals
|
$
|
—
|
|
|
$
|
870
|
|
|
$
|
—
|
|
|
$
|
139
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,009
|
|
|
Sales of rental equipment
|
—
|
|
|
116
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
131
|
|
|||||||
|
Sales of new equipment
|
—
|
|
|
18
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||||
|
Contractor supplies sales
|
—
|
|
|
18
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|||||||
|
Service and other revenues
|
—
|
|
|
16
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||||
|
Total revenues
|
—
|
|
|
1,038
|
|
|
—
|
|
|
168
|
|
|
—
|
|
|
—
|
|
|
1,206
|
|
|||||||
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
336
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
399
|
|
|||||||
|
Depreciation of rental equipment
|
—
|
|
|
184
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|||||||
|
Cost of rental equipment sales
|
—
|
|
|
78
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
87
|
|
|||||||
|
Cost of new equipment sales
|
—
|
|
|
14
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||||
|
Cost of contractor supplies sales
|
—
|
|
|
13
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||||
|
Cost of service and other revenues
|
—
|
|
|
4
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||
|
Total cost of revenues
|
—
|
|
|
629
|
|
|
—
|
|
|
106
|
|
|
—
|
|
|
—
|
|
|
735
|
|
|||||||
|
Gross profit
|
—
|
|
|
409
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
471
|
|
|||||||
|
Selling, general and administrative expenses
|
(10
|
)
|
|
142
|
|
|
—
|
|
|
23
|
|
|
(3
|
)
|
|
—
|
|
|
152
|
|
|||||||
|
Merger related costs
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
|
Restructuring charge
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||||
|
Non-rental depreciation and amortization
|
4
|
|
|
53
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|||||||
|
Operating income (loss)
|
6
|
|
|
207
|
|
|
—
|
|
|
34
|
|
|
3
|
|
|
—
|
|
|
250
|
|
|||||||
|
Interest expense (income), net
|
4
|
|
|
112
|
|
|
2
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
118
|
|
|||||||
|
Interest expense-subordinated convertible debentures
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
|
Other (income) expense, net
|
(35
|
)
|
|
48
|
|
|
—
|
|
|
6
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|||||||
|
Income (loss) before provision for income taxes
|
36
|
|
|
47
|
|
|
(2
|
)
|
|
28
|
|
|
21
|
|
|
1
|
|
|
131
|
|
|||||||
|
Provision for income taxes
|
8
|
|
|
24
|
|
|
—
|
|
|
7
|
|
|
9
|
|
|
—
|
|
|
48
|
|
|||||||
|
Income (loss) before equity in net earnings (loss) of subsidiaries
|
28
|
|
|
23
|
|
|
(2
|
)
|
|
21
|
|
|
12
|
|
|
1
|
|
|
83
|
|
|||||||
|
Equity in net earnings (loss) of subsidiaries
|
55
|
|
|
32
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
(108
|
)
|
|
—
|
|
|||||||
|
Net income (loss)
|
83
|
|
|
55
|
|
|
19
|
|
|
21
|
|
|
12
|
|
|
(107
|
)
|
|
83
|
|
|||||||
|
Other comprehensive (loss) income
|
(32
|
)
|
|
(32
|
)
|
|
(32
|
)
|
|
(25
|
)
|
|
—
|
|
|
89
|
|
|
(32
|
)
|
|||||||
|
Comprehensive income (loss)
|
$
|
51
|
|
|
$
|
23
|
|
|
$
|
(13
|
)
|
|
$
|
(4
|
)
|
|
$
|
12
|
|
|
$
|
(18
|
)
|
|
$
|
51
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||||||
|
Foreign
|
|
SPV
|
|
||||||||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Equipment rentals
|
$
|
—
|
|
|
$
|
1,914
|
|
|
$
|
—
|
|
|
$
|
270
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,184
|
|
|
Sales of rental equipment
|
—
|
|
|
222
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
248
|
|
|||||||
|
Sales of new equipment
|
—
|
|
|
52
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|||||||
|
Contractor supplies sales
|
—
|
|
|
34
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||||
|
Service and other revenues
|
—
|
|
|
32
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||||
|
Total revenues
|
—
|
|
|
2,254
|
|
|
—
|
|
|
323
|
|
|
—
|
|
|
—
|
|
|
2,577
|
|
|||||||
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
737
|
|
|
—
|
|
|
119
|
|
|
—
|
|
|
—
|
|
|
856
|
|
|||||||
|
Depreciation of rental equipment
|
—
|
|
|
396
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
446
|
|
|||||||
|
Cost of rental equipment sales
|
—
|
|
|
130
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
145
|
|
|||||||
|
Cost of new equipment sales
|
—
|
|
|
43
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|||||||
|
Cost of contractor supplies sales
|
—
|
|
|
23
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||||
|
Cost of service and other revenues
|
—
|
|
|
10
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||||
|
Total cost of revenues
|
—
|
|
|
1,339
|
|
|
—
|
|
|
201
|
|
|
—
|
|
|
—
|
|
|
1,540
|
|
|||||||
|
Gross profit
|
—
|
|
|
915
|
|
|
—
|
|
|
122
|
|
|
—
|
|
|
—
|
|
|
1,037
|
|
|||||||
|
Selling, general and administrative expenses
|
19
|
|
|
294
|
|
|
2
|
|
|
43
|
|
|
(3
|
)
|
|
—
|
|
|
355
|
|
|||||||
|
Merger related costs
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||||
|
Restructuring charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Non-rental depreciation and amortization
|
9
|
|
|
109
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
130
|
|
|||||||
|
Operating (loss) income
|
(28
|
)
|
|
503
|
|
|
(2
|
)
|
|
67
|
|
|
3
|
|
|
—
|
|
|
543
|
|
|||||||
|
Interest expense (income), net
|
7
|
|
|
300
|
|
|
3
|
|
|
3
|
|
|
2
|
|
|
(3
|
)
|
|
312
|
|
|||||||
|
Other (income) expense, net
|
(69
|
)
|
|
98
|
|
|
(1
|
)
|
|
7
|
|
|
(40
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
|
Income (loss) before provision for income taxes
|
34
|
|
|
105
|
|
|
(4
|
)
|
|
57
|
|
|
41
|
|
|
3
|
|
|
236
|
|
|||||||
|
Provision for income taxes
|
1
|
|
|
50
|
|
|
—
|
|
|
15
|
|
|
16
|
|
|
—
|
|
|
82
|
|
|||||||
|
Income (loss) before equity in net earnings (loss) of subsidiaries
|
33
|
|
|
55
|
|
|
(4
|
)
|
|
42
|
|
|
25
|
|
|
3
|
|
|
154
|
|
|||||||
|
Equity in net earnings (loss) of subsidiaries
|
121
|
|
|
66
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
(229
|
)
|
|
—
|
|
|||||||
|
Net income (loss)
|
154
|
|
|
121
|
|
|
38
|
|
|
42
|
|
|
25
|
|
|
(226
|
)
|
|
154
|
|
|||||||
|
Other comprehensive (loss) income
|
(3
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
7
|
|
|
(3
|
)
|
|||||||
|
Comprehensive income (loss)
|
$
|
151
|
|
|
$
|
118
|
|
|
$
|
36
|
|
|
$
|
40
|
|
|
$
|
25
|
|
|
$
|
(219
|
)
|
|
$
|
151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||||||
|
|
Foreign
|
|
SPV
|
|
|||||||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Equipment rentals
|
$
|
—
|
|
|
$
|
1,651
|
|
|
$
|
—
|
|
|
$
|
274
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,925
|
|
|
Sales of rental equipment
|
—
|
|
|
228
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
254
|
|
|||||||
|
Sales of new equipment
|
—
|
|
|
34
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|||||||
|
Contractor supplies sales
|
—
|
|
|
34
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|||||||
|
Service and other revenues
|
—
|
|
|
31
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||||
|
Total revenues
|
—
|
|
|
1,978
|
|
|
—
|
|
|
328
|
|
|
—
|
|
|
—
|
|
|
2,306
|
|
|||||||
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
669
|
|
|
—
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
792
|
|
|||||||
|
Depreciation of rental equipment
|
—
|
|
|
362
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
410
|
|
|||||||
|
Cost of rental equipment sales
|
—
|
|
|
154
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
170
|
|
|||||||
|
Cost of new equipment sales
|
—
|
|
|
27
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||||
|
Cost of contractor supplies sales
|
—
|
|
|
23
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||||
|
Cost of service and other revenues
|
—
|
|
|
10
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||||
|
Total cost of revenues
|
—
|
|
|
1,245
|
|
|
—
|
|
|
205
|
|
|
—
|
|
|
—
|
|
|
1,450
|
|
|||||||
|
Gross profit
|
—
|
|
|
733
|
|
|
—
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
856
|
|
|||||||
|
Selling, general and administrative expenses
|
9
|
|
|
259
|
|
|
—
|
|
|
45
|
|
|
(1
|
)
|
|
—
|
|
|
312
|
|
|||||||
|
Merger related costs
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||||
|
Restructuring charge
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||||
|
Non-rental depreciation and amortization
|
8
|
|
|
108
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|||||||
|
Operating (loss) income
|
(17
|
)
|
|
347
|
|
|
—
|
|
|
68
|
|
|
1
|
|
|
—
|
|
|
399
|
|
|||||||
|
Interest expense (income), net
|
6
|
|
|
226
|
|
|
3
|
|
|
1
|
|
|
2
|
|
|
(2
|
)
|
|
236
|
|
|||||||
|
Interest expense-subordinated convertible debentures
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||||
|
Other (income) expense, net
|
(65
|
)
|
|
93
|
|
|
—
|
|
|
9
|
|
|
(38
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
|
Income (loss) before provision for income taxes
|
39
|
|
|
28
|
|
|
(3
|
)
|
|
58
|
|
|
37
|
|
|
2
|
|
|
161
|
|
|||||||
|
Provision for income taxes
|
9
|
|
|
17
|
|
|
—
|
|
|
16
|
|
|
15
|
|
|
—
|
|
|
57
|
|
|||||||
|
Income (loss) before equity in net earnings (loss) of subsidiaries
|
30
|
|
|
11
|
|
|
(3
|
)
|
|
42
|
|
|
22
|
|
|
2
|
|
|
104
|
|
|||||||
|
Equity in net earnings (loss) of subsidiaries
|
74
|
|
|
63
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
(179
|
)
|
|
—
|
|
|||||||
|
Net income (loss)
|
104
|
|
|
74
|
|
|
39
|
|
|
42
|
|
|
22
|
|
|
(177
|
)
|
|
104
|
|
|||||||
|
Other comprehensive (loss) income
|
(52
|
)
|
|
(52
|
)
|
|
(52
|
)
|
|
(40
|
)
|
|
—
|
|
|
144
|
|
|
(52
|
)
|
|||||||
|
Comprehensive income (loss)
|
$
|
52
|
|
|
$
|
22
|
|
|
$
|
(13
|
)
|
|
$
|
2
|
|
|
$
|
22
|
|
|
$
|
(33
|
)
|
|
$
|
52
|
|
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||||||
|
Foreign
|
|
SPV
|
|
||||||||||||||||||||||||
|
Net cash provided by (used in) operating activities
|
$
|
10
|
|
|
$
|
928
|
|
|
$
|
2
|
|
|
$
|
146
|
|
|
$
|
(32
|
)
|
|
$
|
—
|
|
|
$
|
1,054
|
|
|
Net cash used in investing activities
|
(10
|
)
|
|
(1,402
|
)
|
|
—
|
|
|
(158
|
)
|
|
—
|
|
|
—
|
|
|
(1,570
|
)
|
|||||||
|
Net cash provided by (used in) financing activities
|
—
|
|
|
483
|
|
|
(2
|
)
|
|
(1
|
)
|
|
32
|
|
|
—
|
|
|
512
|
|
|||||||
|
Effect of foreign exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
9
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||||
|
Cash and cash equivalents at beginning of period
|
—
|
|
|
17
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
—
|
|
|
175
|
|
|||||||
|
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
—
|
|
|
$
|
144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
170
|
|
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||||||
|
|
|
|
|
Foreign
|
|
SPV
|
|
|
|||||||||||||||||||
|
Net cash provided by (used in) operating activities
|
$
|
17
|
|
|
$
|
717
|
|
|
$
|
(2
|
)
|
|
$
|
122
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
878
|
|
|
Net cash used in investing activities
|
(17
|
)
|
|
(710
|
)
|
|
—
|
|
|
(74
|
)
|
|
—
|
|
|
—
|
|
|
(801
|
)
|
|||||||
|
Net cash (used in) provided by financing activities
|
—
|
|
|
(20
|
)
|
|
2
|
|
|
(1
|
)
|
|
(24
|
)
|
|
—
|
|
|
(43
|
)
|
|||||||
|
Effect of foreign exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|||||||
|
Net increase in cash and cash equivalents
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|||||||
|
Cash and cash equivalents at beginning of period
|
—
|
|
|
20
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|||||||
|
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in millions, except per share data, 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. We expect to continue to expand our trench safety, power and HVAC, and pump solutions (also referred to as "specialty") footprint, as well as our tools offering, and to cross-sell these services throughout our network. We believe that the expansion of our specialty business will further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings. As discussed in note
2
to the condensed consolidated financial statements, in April 2014 we acquired National Pump. The acquisition is expected to expand our product offering, and supports our strategy of expanding our presence in industrial and specialty rental markets;
|
|
•
|
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; and
|
|
•
|
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.
|
|
•
|
In January 2014, we redeemed all of our 10
1
/
4
percent Senior Notes.
|
|
•
|
In March 2014, URNA issued $
525
principal amount of 6
1
/
8
percent Senior Notes as an add on to our existing 6
1
/
8
percent Senior Notes.
|
|
•
|
In March 2014, URNA issued $
850
principal amount of 5
3
/
4
percent Senior Notes.
|
|
•
|
In April 2014, we redeemed all of our 9
1
/
4
percent Senior Notes.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Net income
|
$
|
94
|
|
|
$
|
83
|
|
|
$
|
154
|
|
|
$
|
104
|
|
|
Diluted earnings per share
|
$
|
0.90
|
|
|
$
|
0.78
|
|
|
$
|
1.46
|
|
|
$
|
0.98
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||||||||||
|
|
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
|
|
Contribution
to net income (after-tax)
|
|
Impact on
diluted earnings per share
|
||||||||||||||||
|
Merger related costs (1)
|
$
|
(5
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(1
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(6
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(5
|
)
|
|
$
|
(0.05
|
)
|
|
Merger related intangible asset amortization (2)
|
(31
|
)
|
|
(0.29
|
)
|
|
(25
|
)
|
|
(0.24
|
)
|
|
(55
|
)
|
|
(0.52
|
)
|
|
(51
|
)
|
|
(0.49
|
)
|
||||||||
|
Impact on depreciation related to acquired RSC fleet and property and equipment (3)
|
1
|
|
|
0.01
|
|
|
2
|
|
|
0.01
|
|
|
1
|
|
|
0.01
|
|
|
3
|
|
|
0.03
|
|
||||||||
|
Impact of the fair value mark-up of acquired RSC fleet (4)
|
(6
|
)
|
|
(0.06
|
)
|
|
(8
|
)
|
|
(0.07
|
)
|
|
(11
|
)
|
|
(0.11
|
)
|
|
(16
|
)
|
|
(0.15
|
)
|
||||||||
|
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (5)
|
1
|
|
|
0.01
|
|
|
1
|
|
|
0.01
|
|
|
2
|
|
|
0.01
|
|
|
2
|
|
|
0.02
|
|
||||||||
|
Restructuring charge (6)
|
1
|
|
|
0.01
|
|
|
(2
|
)
|
|
(0.03
|
)
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
(0.06
|
)
|
||||||||
|
Asset impairment charge (7)
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(0.02
|
)
|
||||||||
|
Loss on repurchase/redemption of debt securities and retirement of subordinated convertible debentures
|
(40
|
)
|
|
(0.38
|
)
|
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
(0.43
|
)
|
|
(1
|
)
|
|
(0.01
|
)
|
||||||||
|
(1)
|
This reflects transaction costs associated with the 2012 acquisition of RSC Holdings Inc. ("RSC") and the April 2014 acquisition of National Pump discussed in note
2
to the condensed consolidated financial statements.
|
|
(2)
|
This reflects the amortization of the intangible assets acquired in the RSC and National Pump acquisitions.
|
|
(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 associated with the fair value mark-up of rental equipment acquired in the RSC acquisition and subsequently sold.
|
|
(5)
|
This reflects a reduction of interest expense associated with the fair value mark-up of debt acquired in the RSC acquisition.
|
|
(6)
|
As discussed below (see “Restructuring charges”), this primarily reflects severance costs and branch closure charges associated with the RSC acquisition.
|
|
(7)
|
This charge primarily reflects write-offs of leasehold improvements and other fixed assets in connection with the RSC acquisition.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Net income
|
$
|
94
|
|
|
$
|
83
|
|
|
$
|
154
|
|
|
$
|
104
|
|
|
Provision for income taxes
|
48
|
|
|
48
|
|
|
82
|
|
|
57
|
|
||||
|
Interest expense, net
|
187
|
|
|
118
|
|
|
312
|
|
|
236
|
|
||||
|
Interest expense – subordinated convertible debentures
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
||||
|
Depreciation of rental equipment
|
229
|
|
|
208
|
|
|
446
|
|
|
410
|
|
||||
|
Non-rental depreciation and amortization
|
70
|
|
|
62
|
|
|
130
|
|
|
126
|
|
||||
|
EBITDA
|
$
|
628
|
|
|
$
|
520
|
|
|
$
|
1,124
|
|
|
$
|
936
|
|
|
Merger related costs (1)
|
8
|
|
|
2
|
|
|
9
|
|
|
8
|
|
||||
|
Restructuring charge (2)
|
(1
|
)
|
|
5
|
|
|
—
|
|
|
11
|
|
||||
|
Stock compensation expense, net (3)
|
19
|
|
|
10
|
|
|
31
|
|
|
19
|
|
||||
|
Impact of the fair value mark-up of acquired RSC fleet (4)
|
9
|
|
|
11
|
|
|
18
|
|
|
25
|
|
||||
|
(Gain) loss on sale of software subsidiary (5)
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
|
Adjusted EBITDA
|
$
|
663
|
|
|
$
|
549
|
|
|
$
|
1,182
|
|
|
$
|
1,000
|
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
|
|
2014
|
|
2013
|
||||
|
Net cash provided by operating activities
|
$
|
1,054
|
|
|
$
|
878
|
|
|
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
|
(10
|
)
|
|
(11
|
)
|
||
|
Gain on sales of rental equipment
|
103
|
|
|
84
|
|
||
|
Gain on sales of non-rental equipment
|
4
|
|
|
2
|
|
||
|
Gain (loss) on sale of software subsidiary (5)
|
—
|
|
|
(1
|
)
|
||
|
Merger related costs (1)
|
(9
|
)
|
|
(8
|
)
|
||
|
Restructuring charge (2)
|
—
|
|
|
(11
|
)
|
||
|
Stock compensation expense, net (3)
|
(31
|
)
|
|
(19
|
)
|
||
|
Loss on extinguishment of debt securities
|
(75
|
)
|
|
—
|
|
||
|
Loss on retirement of subordinated convertible debentures
|
—
|
|
|
(2
|
)
|
||
|
Changes in assets and liabilities
|
(172
|
)
|
|
(236
|
)
|
||
|
Cash paid for interest, including subordinated convertible debentures
|
224
|
|
|
229
|
|
||
|
Cash paid for income taxes, net
|
36
|
|
|
31
|
|
||
|
EBITDA
|
$
|
1,124
|
|
|
$
|
936
|
|
|
Add back:
|
|
|
|
||||
|
Merger related costs (1)
|
9
|
|
|
8
|
|
||
|
Restructuring charge (2)
|
—
|
|
|
11
|
|
||
|
Stock compensation expense, net (3)
|
31
|
|
|
19
|
|
||
|
Impact of the fair value mark-up of acquired RSC fleet (4)
|
18
|
|
|
25
|
|
||
|
(Gain) loss on sale of software subsidiary (5)
|
—
|
|
|
1
|
|
||
|
Adjusted EBITDA
|
$
|
1,182
|
|
|
$
|
1,000
|
|
|
(1)
|
This reflects transaction costs associated with the 2012 RSC acquisition and the April 2014 acquisition of National Pump discussed in note
2
to the condensed consolidated financial statements.
|
|
(2)
|
As discussed below (see “Restructuring charges”), this primarily reflects severance costs and branch closure charges associated with the RSC acquisition.
|
|
(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 associated with the fair value mark-up of rental equipment acquired in the RSC acquisition and subsequently sold.
|
|
(5)
|
This reflects a gain/loss recognized upon the sale of a former subsidiary that developed and marketed software.
|
|
|
General
rentals
|
|
Trench safety,
power and HVAC, and pump solutions
|
|
Total
|
||||||
|
Three Months Ended June 30, 2014
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
1,028
|
|
|
$
|
151
|
|
|
$
|
1,179
|
|
|
Sales of rental equipment
|
132
|
|
|
6
|
|
|
138
|
|
|||
|
Sales of new equipment
|
25
|
|
|
12
|
|
|
37
|
|
|||
|
Contractor supplies sales
|
19
|
|
|
3
|
|
|
22
|
|
|||
|
Service and other revenues
|
17
|
|
|
6
|
|
|
23
|
|
|||
|
Total revenue
|
$
|
1,221
|
|
|
$
|
178
|
|
|
$
|
1,399
|
|
|
Three Months Ended June 30, 2013
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
932
|
|
|
$
|
77
|
|
|
$
|
1,009
|
|
|
Sales of rental equipment
|
126
|
|
|
5
|
|
|
131
|
|
|||
|
Sales of new equipment
|
22
|
|
|
2
|
|
|
24
|
|
|||
|
Contractor supplies sales
|
21
|
|
|
2
|
|
|
23
|
|
|||
|
Service and other revenues
|
17
|
|
|
2
|
|
|
19
|
|
|||
|
Total revenue
|
$
|
1,118
|
|
|
$
|
88
|
|
|
$
|
1,206
|
|
|
Six Months Ended June 30, 2014
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
1,952
|
|
|
$
|
232
|
|
|
$
|
2,184
|
|
|
Sales of rental equipment
|
238
|
|
|
10
|
|
|
248
|
|
|||
|
Sales of new equipment
|
49
|
|
|
14
|
|
|
63
|
|
|||
|
Contractor supplies sales
|
36
|
|
|
5
|
|
|
41
|
|
|||
|
Service and other revenues
|
34
|
|
|
7
|
|
|
41
|
|
|||
|
Total revenue
|
$
|
2,309
|
|
|
$
|
268
|
|
|
$
|
2,577
|
|
|
Six Months Ended June 30, 2013
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
1,786
|
|
|
$
|
139
|
|
|
$
|
1,925
|
|
|
Sales of rental equipment
|
245
|
|
|
9
|
|
|
254
|
|
|||
|
Sales of new equipment
|
42
|
|
|
3
|
|
|
45
|
|
|||
|
Contractor supplies sales
|
39
|
|
|
4
|
|
|
43
|
|
|||
|
Service and other revenues
|
36
|
|
|
3
|
|
|
39
|
|
|||
|
Total revenue
|
$
|
2,148
|
|
|
$
|
158
|
|
|
$
|
2,306
|
|
|
|
General
rentals
|
|
Trench safety,
power and HVAC, and pump solutions
|
|
Total
|
||||||
|
Three Months Ended June 30, 2014
|
|
|
|
|
|
||||||
|
Equipment Rentals Gross Profit
|
$
|
426
|
|
|
$
|
77
|
|
|
$
|
503
|
|
|
Equipment Rentals Gross Margin
|
41.4
|
%
|
|
51.0
|
%
|
|
42.7
|
%
|
|||
|
Three Months Ended June 30, 2013
|
|
|
|
|
|
||||||
|
Equipment Rentals Gross Profit
|
$
|
366
|
|
|
$
|
36
|
|
|
$
|
402
|
|
|
Equipment Rentals Gross Margin
|
39.3
|
%
|
|
46.8
|
%
|
|
39.8
|
%
|
|||
|
Six Months Ended June 30, 2014
|
|
|
|
|
|
||||||
|
Equipment Rentals Gross Profit
|
$
|
770
|
|
|
$
|
112
|
|
|
$
|
882
|
|
|
Equipment Rentals Gross Margin
|
39.4
|
%
|
|
48.3
|
%
|
|
40.4
|
%
|
|||
|
Six Months Ended June 30, 2013
|
|
|
|
|
|
||||||
|
Equipment Rentals Gross Profit
|
$
|
661
|
|
|
$
|
62
|
|
|
$
|
723
|
|
|
Equipment Rentals Gross Margin
|
37.0
|
%
|
|
44.6
|
%
|
|
37.6
|
%
|
|||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
|
Total gross margin
|
42.1
|
%
|
|
39.1
|
%
|
|
40.2
|
%
|
|
37.1
|
%
|
|
Equipment rentals
|
42.7
|
%
|
|
39.8
|
%
|
|
40.4
|
%
|
|
37.6
|
%
|
|
Sales of rental equipment
|
42.0
|
%
|
|
33.6
|
%
|
|
41.5
|
%
|
|
33.1
|
%
|
|
Sales of new equipment
|
16.2
|
%
|
|
20.8
|
%
|
|
19.0
|
%
|
|
20.0
|
%
|
|
Contractor supplies sales
|
31.8
|
%
|
|
30.4
|
%
|
|
31.7
|
%
|
|
32.6
|
%
|
|
Service and other revenues
|
65.2
|
%
|
|
68.4
|
%
|
|
65.9
|
%
|
|
66.7
|
%
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Total SG&A expenses
|
$
|
187
|
|
|
$
|
152
|
|
|
$
|
355
|
|
|
$
|
312
|
|
|
SG&A as a percentage of revenue
|
13.4
|
%
|
|
12.6
|
%
|
|
13.8
|
%
|
|
13.5
|
%
|
||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Merger related costs
|
$
|
8
|
|
|
$
|
2
|
|
|
$
|
9
|
|
|
$
|
8
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Restructuring charge
|
$
|
(1
|
)
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Non-rental depreciation and amortization
|
$
|
70
|
|
|
$
|
62
|
|
|
$
|
130
|
|
|
$
|
126
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Interest expense, net
|
$
|
187
|
|
|
$
|
118
|
|
|
$
|
312
|
|
|
$
|
236
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
|
Income before provision for income taxes
|
$
|
142
|
|
|
$
|
131
|
|
|
$
|
236
|
|
|
$
|
161
|
|
|
Provision for income taxes
|
48
|
|
|
48
|
|
|
82
|
|
|
57
|
|
||||
|
Effective tax rate
|
33.8
|
%
|
|
36.6
|
%
|
|
34.7
|
%
|
|
35.4
|
%
|
||||
|
•
|
In January 2014, we redeemed all of our 10
1
/
4
percent Senior Notes.
|
|
•
|
In March 2014, URNA issued $
525
principal amount of 6
1
/
8
percent Senior Notes as an add on to our existing 6
1
/
8
percent Senior Notes.
|
|
•
|
In March 2014, URNA issued $
850
principal amount of 5
3
/
4
percent Senior Notes.
|
|
•
|
In April 2014, we redeemed all of our 9
1
/
4
percent Senior Notes.
|
|
|
Corporate Rating
|
|
Outlook
|
|
Moody’s
|
B1
|
|
Stable
|
|
Standard & Poor’s
|
BB-
|
|
Stable
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
|
|
2014
|
|
2013
|
||||
|
Net cash provided by operating activities
|
$
|
1,054
|
|
|
$
|
878
|
|
|
Purchases of rental equipment
|
(1,028
|
)
|
|
(1,025
|
)
|
||
|
Purchases of non-rental equipment
|
(52
|
)
|
|
(41
|
)
|
||
|
Proceeds from sales of rental equipment
|
248
|
|
|
254
|
|
||
|
Proceeds from sales of non-rental equipment
|
18
|
|
|
11
|
|
||
|
Free cash flow
|
$
|
240
|
|
|
$
|
77
|
|
|
|
2014
|
2015
|
2016
|
2017
|
2018
|
Thereafter
|
Total
|
||||||||||||||
|
Debt and capital leases (1)
|
$
|
515
|
|
$
|
137
|
|
$
|
1,275
|
|
$
|
15
|
|
$
|
758
|
|
$
|
5,258
|
|
$
|
7,958
|
|
|
Interest due on debt (2)
|
230
|
|
457
|
|
446
|
|
423
|
|
403
|
|
1,172
|
|
3,131
|
|
|||||||
|
Operating leases (1):
|
|
|
|
|
|
|
|
||||||||||||||
|
Real estate
|
52
|
|
96
|
|
81
|
|
61
|
|
42
|
|
69
|
|
401
|
|
|||||||
|
Non-rental equipment
|
18
|
|
32
|
|
29
|
|
27
|
|
20
|
|
25
|
|
151
|
|
|||||||
|
Service agreements (3)
|
9
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
9
|
|
|||||||
|
Purchase obligations (4)
|
371
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
371
|
|
|||||||
|
Total (5)
|
$
|
1,195
|
|
$
|
722
|
|
$
|
1,831
|
|
$
|
526
|
|
$
|
1,223
|
|
$
|
6,524
|
|
$
|
12,021
|
|
|
(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 November 2015, but are reflected as short-term debt in our consolidated balance sheet because they were redeemable at
June 30, 2014
. The
4 percent
Convertible Senior Notes are reflected in the table above based on the contractual maturity date in 2015.
|
|
(2)
|
Estimated interest payments have been calculated based on the principal amount of debt and the applicable interest rates as of
June 30, 2014
. As discussed above, our
4 percent
Convertible Senior Notes mature in November 2015, but are reflected as short-term debt in our consolidated balance sheet because they were redeemable at
June 30, 2014
. Interest on the
4 percent
Convertible Senior Notes is reflected in the table above based on the contractual maturity date in 2015.
|
|
(3)
|
These primarily represent service agreements with third parties to provide wireless and network services.
|
|
(4)
|
As of
June 30, 2014
, 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. It is not possible to estimate the time period during which these unrecognized tax benefits may be paid to tax authorities.
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
Item 4.
|
Controls and Procedures
|
|
Item 1.
|
Legal Proceedings
|
|
Item 1A.
|
Risk Factors
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
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)
|
||||||
|
April 1, 2014 to April 30, 2014
|
536,699
|
|
(1)
|
$
|
91.29
|
|
|
533,201
|
|
|
—
|
|
|
|
May 1, 2014 to May 31, 2014
|
792,939
|
|
(1)
|
$
|
92.90
|
|
|
789,745
|
|
|
—
|
|
|
|
June 1, 2014 to June 30, 2014
|
608,472
|
|
(1)
|
$
|
103.75
|
|
|
607,014
|
|
|
—
|
|
|
|
Total
|
1,938,110
|
|
|
$
|
95.86
|
|
|
1,929,960
|
|
|
$
|
262,747,173
|
|
|
(1)
|
In
April 2014
,
May 2014
and
June 2014
,
3,498
,
3,194
and
1,458
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 by April 2015.
|
|
Item 6.
|
Exhibits
|
|
2(a)
|
Asset Purchase Agreement, dated as of March 7, 2014, by and among United Rentals (North America), Inc. and United Rentals of Canada, Inc., on the one hand, and LD Services, LLC, National Pump & Compressor, Ltd., Canadian Pump & Compressor Ltd., GulfCo Industrial Equipment, L.P. (collectively, the “Sellers”) and the general partner and limited partners, members, shareholders or other equity holders of each Seller, as the case may be, on the other hand (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on April 1, 2014)
|
|
|
|
|
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. and United Rentals (North America), Inc. Current 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. and United Rentals (North America), Inc. Current 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. and United Rentals (North America), Inc. Quarterly 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. and United Rentals (North America), Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)
|
|
|
|
|
12*
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
|
31(a)*
|
Rule 13a-14(a) Certification by Chief Executive Officer
|
|
|
|
|
31(b)*
|
Rule 13a-14(a) Certification by Chief Financial Officer
|
|
|
|
|
32(a)**
|
Section 1350 Certification by Chief Executive Officer
|
|
|
|
|
32(b)**
|
Section 1350 Certification by Chief Financial Officer
|
|
|
|
|
101
|
The following materials from the Quarterly Report on Form 10-Q for United Rentals, Inc. and United Rentals (North America), Inc., for the quarter ended June 30, 2014, filed on July 16, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statement of Stockholders' Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) Notes to the Unaudited Condensed 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.
|
|
|
|
UNITED RENTALS, INC.
|
||
|
|
|
|
|
|
|
Dated:
|
July 16, 2014
|
By:
|
|
/
S
/ J
OHN
J. F
AHEY
|
|
|
|
|
|
John J. Fahey
Vice President, Controller and Principal Accounting Officer
|
|
|
|
|
||
|
|
|
UNITED RENTALS (NORTH AMERICA), INC.
|
||
|
|
|
|
|
|
|
Dated:
|
July 16, 2014
|
By:
|
|
/
S
/ J
OHN
J. F
AHEY
|
|
|
|
|
|
John J. Fahey
Vice President, Controller and Principal Accounting Officer
|
|
|
|
|
|
|
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 |
|---|