|
Delaware
Delaware
|
06-1522496
86-0933835
|
(States of Incorporation)
|
(I.R.S. Employer Identification Nos.)
|
|
|
100 First Stamford Place, Suite 700,
Stamford, Connecticut
|
06902
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Title of Each Class
|
Name of Each Exchange on
Which Registered
|
Common Stock, $.01 par value, of United Rentals, Inc.
|
New York Stock Exchange
|
Large Accelerated Filer
þ
|
Accelerated Filer
o
|
Non-Accelerated Filer
o
|
Smaller Reporting Company
o
|
|
•
|
the possibility that 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;
|
•
|
the cyclical nature of our business, which is highly sensitive to North American construction and industrial activities; if construction or industrial activity decline, our revenues and, because many of our costs are fixed, our profitability may be adversely affected;
|
•
|
our significant indebtedness (which totaled
$8.2
billion at
December 31, 2015
) 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;
|
•
|
inability to refinance our indebtedness on terms that are favorable to us, or at all;
|
•
|
incurrence of additional debt, which could exacerbate the risks associated with our current level of indebtedness;
|
•
|
noncompliance with financial or other covenants in our debt agreements, which could result in our lenders terminating the agreements and requiring us to repay outstanding borrowings;
|
•
|
restrictive covenants and amount of borrowings permitted in our debt instruments, which can limit our financial and operational flexibility;
|
•
|
overcapacity of fleet in the equipment rental industry;
|
•
|
inability to benefit from government spending, including spending associated with infrastructure projects;
|
•
|
fluctuations in the price of our common stock and inability to complete stock repurchases in the time frame and/or on the terms anticipated;
|
•
|
rates we charge and time utilization we achieve being less than anticipated;
|
•
|
inability to manage credit risk adequately or to collect on contracts with a large number of customers;
|
•
|
inability to access the capital that our businesses or growth plans may require;
|
•
|
incurrence of impairment charges;
|
•
|
trends in oil and natural gas could adversely affect the demand for our services and products;
|
•
|
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;
|
•
|
increases in our loss reserves to address business operations or other claims and any claims that exceed our established levels of reserves;
|
•
|
incurrence of additional expenses (including indemnification obligations) and other costs in connection with litigation, regulatory and investigatory matters;
|
•
|
the outcome or other potential consequences of regulatory matters and commercial litigation;
|
•
|
shortfalls in our insurance coverage;
|
•
|
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;
|
•
|
turnover in our management team and inability to attract and retain key personnel;
|
•
|
costs we incur being more than anticipated, and the inability to realize expected savings in the amounts or time frames planned;
|
•
|
dependence on key suppliers to obtain equipment and other supplies for our business on acceptable terms;
|
•
|
inability to sell our new or used fleet in the amounts, or at the prices, we expect;
|
•
|
competition from existing and new competitors;
|
•
|
risks related to security breaches, cybersecurity attacks and other significant disruptions in our information technology systems;
|
1.
|
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”).
|
•
|
the costs of complying with environmental, safety and foreign law and regulations, as well as other risks associated with non-U.S. operations, including currency exchange risk;
|
•
|
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;
|
•
|
increases in our maintenance and replacement costs and/or decreases in the residual value of our equipment; and
|
•
|
other factors discussed under Item 1A-Risk Factors, and elsewhere in this annual report.
|
|
December 31,
|
||
|
2015
|
|
2014
|
PERFORMANCE MEASURES
|
|
|
|
Total revenues (in millions)
|
$5,817
|
|
$5,685
|
Equipment rental revenue percent of total revenues
|
85%
|
|
85%
|
Year-over-year increase in rental rates
|
0.5%
|
|
4.5%
|
Year-over-year increase in the volume of equipment on rent
|
3.2%
|
|
9.6%
|
Time utilization
|
67.3%
|
|
68.8%
|
Key account percent of equipment rental revenue
|
64%
|
|
64%
|
National account percent of equipment rental revenue
|
44%
|
|
43%
|
FLEET
|
|
|
|
Fleet original equipment cost (“OEC”) (in billions)
|
8.73
|
|
8.44
|
Equipment classes
|
3,300
|
|
3,300
|
Equipment units
|
430,000
|
|
430,000
|
Fleet age in months
|
43.1
|
|
43.0
|
Percent of fleet that is current on manufacturer's recommended maintenance
|
92%
|
|
93%
|
Equipment rental revenue percent by fleet type:
|
|
|
|
General construction and industrial equipment
|
43%
|
|
43%
|
Aerial work platforms
|
32%
|
|
33%
|
General tools and light equipment
|
10%
|
|
10%
|
Power and HVAC (heating, ventilating and air conditioning) equipment
|
6%
|
|
6%
|
Trench safety equipment
|
5%
|
|
5%
|
Pumps
|
4%
|
|
3%
|
LOCATIONS/PERSONNEL
|
|
|
|
Rental locations
|
897
|
|
881
|
Approximate number of branches per district
|
5-10
|
|
5-10
|
Approximate number of districts per region
|
6-9
|
|
4-7
|
Total employees
|
12,700
|
|
12,500
|
INDUSTRY
|
|
|
|
Estimated market share
|
11.7%
|
|
12.0%
|
Estimated North American equipment rental industry revenue growth
|
6%
|
|
7%
|
United Rentals equipment rental revenue growth (1)
|
2.7%
|
|
14.8%
|
2016 projected North American industry equipment rental revenue growth
|
6%
|
|
-
|
CUSTOMERS/SUPPLIERS
|
|
|
|
Largest customer percent of total revenues
|
1%
|
|
1%
|
Top 10 customers percent of total revenues
|
6%
|
|
5%
|
Largest supplier percent of capital expenditures
|
21%
|
|
24%
|
Top 10 supplier percent of capital expenditures
|
66%
|
|
68%
|
•
|
A consistently superior standard of service to customers
, often provided through a single point of contact;
|
•
|
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 team's analyses are aligned with these objectives 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
. As of
December 31, 2015
, we have trained over 3,100 employees, over 70 percent of our district managers and over 60 percent of our branch managers on the Lean kaizen process. We continue to implement 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. As discussed in note
5
to our consolidated financial statements, in the fourth quarter of 2015, we initiated a restructuring program focused on cost savings throughout the organization partially due to the Lean initiatives not fully generating the anticipated cost savings due to lower than expected rental volume in 2015. The savings generated from Lean initiatives are partially dependent on rental volume, and, though we have not yet achieved the anticipated level of Lean savings, we expect to continue to achieve savings through the Lean initiatives; and
|
•
|
The continued expansion of our trench, power and pump footprint, as well as our tools offering, and the cross-selling of these services throughout our network
. We plan to open at least
14
specialty rental branches/tool hubs in
2016
and continue to invest in specialty rental fleet to further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings.
|
•
|
Industrial and other non-construction rentals represented approximately
51
percent of our rental revenue, primarily reflecting rentals to manufacturers, energy companies, chemical companies, paper mills, railroads, shipbuilders, utilities, retailers and infrastructure entities;
|
•
|
Commercial construction rentals represented approximately
45
percent of our rental revenue, primarily reflecting rentals related to the construction and remodeling of facilities for office space, lodging, healthcare, entertainment and other commercial purposes; and
|
•
|
Residential rentals represented approximately
four
percent of our rental revenue, primarily reflecting rentals of equipment for the construction and renovation of homes.
|
•
|
Equipment Sharing Among Branches
. Each branch within a region can access equipment located elsewhere in the region. This fleet 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.
|
•
|
Customer Care Center
. We have a Customer Care Center ("CCC") with locations in Tampa, Florida and Charlotte, North Carolina that handles all telephone calls to our customer service telephone line, 1-800-UR-RENTS. 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.
|
•
|
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.
|
•
|
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;
|
•
|
permit customers to access their accounts online; and
|
•
|
allow management to obtain a wide range of operational and financial data.
|
•
|
enabling us to better serve National Account customers with multiple locations;
|
•
|
helping us achieve favorable resale prices by allowing us to access used equipment resale markets across North America; and
|
•
|
reducing our dependence on any particular customer.
|
•
|
construction companies that use equipment for constructing and renovating commercial buildings, warehouses, industrial and manufacturing plants, office parks, airports, residential developments and other facilities;
|
•
|
industrial companies—such as manufacturers, chemical companies, paper mills, railroads, ship builders and utilities—that use equipment for plant maintenance, upgrades, expansion and construction;
|
•
|
municipalities that require equipment for a variety of purposes; and
|
•
|
homeowners and other individuals that use equipment for projects that range from simple repairs to major renovations.
|
•
|
a decrease in expected levels of infrastructure spending;
|
•
|
a lack of availability of credit;
|
•
|
an overcapacity of fleet in the equipment rental industry;
|
•
|
a decrease in the level of exploration, development, production activity and capital spending by oil and natural gas companies;
|
•
|
an increase in the cost of construction materials;
|
•
|
an increase in interest rates;
|
•
|
adverse weather conditions, which may temporarily affect a particular region; or
|
•
|
terrorism or hostilities involving the United States or Canada.
|
•
|
increasing our vulnerability to, and limiting our flexibility to plan for, or react to, adverse economic, industry or competitive developments;
|
•
|
making it more difficult to pay or refinance our debts as they become due during periods of adverse economic, financial market or industry conditions;
|
•
|
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;
|
•
|
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;
|
•
|
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;
|
•
|
decreasing our profitability or cash flow;
|
•
|
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;
|
•
|
causing us to be disadvantaged compared to competitors with less debt and lower debt service requirements;
|
•
|
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;
|
•
|
requiring our debt to become due and payable upon a change in control; and
|
•
|
limiting our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes.
|
•
|
reducing or delaying capital expenditures;
|
•
|
limiting our growth;
|
•
|
seeking additional capital;
|
•
|
selling assets; or
|
•
|
restructuring or refinancing our indebtedness.
|
•
|
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;
|
•
|
greater than expected expenses such as the need to obtain additional debt or equity financing for any transaction;
|
•
|
unfavorable accounting treatment and unexpected increases in taxes;
|
•
|
adverse effects on our ability to maintain relationships with customers, employees and suppliers;
|
•
|
inherent risk associated with entering a geographic area or line of business in which we have no or limited experience;
|
•
|
difficulty in assimilating the operations and personnel of an acquired company within our existing operations, including the consolidation of corporate and administrative functions;
|
•
|
difficulty in integrating marketing, information technology and other systems;
|
•
|
difficulty in conforming standards, controls, procedures and policies, business cultures and compensation structures;
|
•
|
difficulty in identifying and eliminating redundant and underperforming operations and assets;
|
•
|
loss of key employees of the acquired company;
|
•
|
operating inefficiencies that have a negative impact on profitability;
|
•
|
impairment of goodwill or other acquisition-related intangible assets;
|
•
|
failure to achieve anticipated synergies or receiving an inadequate return of capital; and
|
•
|
strains on management and other personnel time and resources to evaluate, negotiate and integrate acquisitions.
|
•
|
the seasonal rental patterns of our customers, with rental activity tending to be lower in the winter;
|
•
|
changes in the size of our rental fleet and/or in the rate at which we sell our used equipment;
|
•
|
an overcapacity of fleet in the equipment rental industry;
|
•
|
changes in private non-residential construction spending or government funding for infrastructure and other construction projects;
|
•
|
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;
|
•
|
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;
|
•
|
other cost fluctuations, such as costs for employee-related compensation and healthcare benefits;
|
•
|
labor shortages, work stoppages or other labor difficulties;
|
•
|
potential enactment of new legislation affecting our operations or labor relations;
|
•
|
completion of acquisitions, divestitures or recapitalizations;
|
•
|
increases in interest rates and related increases in our interest expense and our debt service obligations;
|
•
|
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
|
•
|
currency risks and other risks associated with international operations.
|
•
|
announcements of developments related to our business;
|
•
|
market perceptions of any proposed merger or acquisition and the likelihood of our involvement in other merger and acquisition activity;
|
•
|
variations in our revenues, gross margins, earnings or other financial results from investors’ expectations;
|
•
|
departure of key personnel;
|
•
|
purchases or sales of large blocks of our stock by institutional investors or transactions by insiders;
|
•
|
fluctuations in the results of our operations and general conditions in the economy, our market, and the markets served by our customers;
|
•
|
investor perceptions of the equipment rental industry in general and our Company in particular;
|
•
|
fluctuations in the prices of oil and natural gas;
|
•
|
expectations regarding our share repurchase program; and
|
•
|
the operating and stock performance of comparable companies or related industries.
|
•
|
the level of supply and demand for oil and natural gas;
|
•
|
governmental regulations, including the policies of governments regarding the exploration for, and production and development of, oil and natural gas reserves;
|
•
|
weather conditions and natural disasters;
|
•
|
worldwide political, military and economic conditions;
|
•
|
the level of oil production by non-OPEC countries and the available excess production capacity within OPEC;
|
•
|
oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas;
|
•
|
the cost of producing and delivering oil and natural gas; and
|
•
|
potential acceleration of the development of alternative fuels.
|
•
|
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;
|
•
|
our director and officer liability insurance policy has no deductible for individual non-indemnifiable loss, but is subject to a deductible for company reimbursement coverage;
|
•
|
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
|
•
|
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.
|
•
|
the market price for new equipment of a like kind;
|
•
|
wear and tear on the equipment relative to its age and the performance of preventive maintenance;
|
•
|
the time of year that it is sold;
|
•
|
the supply of used equipment on the market;
|
•
|
the existence and capacities of different sales outlets;
|
•
|
the age of the equipment at the time it is sold;
|
•
|
worldwide and domestic demand for used equipment; and
|
•
|
general economic conditions.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
|
United States
|
|
|
|
|
●
|
Alabama (GR 19, TPP 5)
|
●
|
Maine (GR 2)
|
●
|
Ohio (GR 15, TPP 4)
|
●
|
Alaska (GR 2)
|
●
|
Maryland (GR 10, TPP 4)
|
●
|
Oklahoma (GR 23, TPP 4)
|
●
|
Arizona (GR 13, TPP 2)
|
●
|
Massachusetts (GR 6, TPP 2)
|
●
|
Oregon (GR 9, TPP 2)
|
●
|
Arkansas (GR 11, TPP 1)
|
●
|
Michigan (GR 4, TPP 1)
|
●
|
Pennsylvania (GR 14, TPP 5)
|
●
|
California (GR 61, TPP 17)
|
●
|
Minnesota (GR 8, TPP 1)
|
●
|
Rhode Island (GR 1)
|
●
|
Colorado (GR 12, TPP 3)
|
●
|
Mississippi (GR 12)
|
●
|
South Carolina (GR 12, TPP 2)
|
●
|
Connecticut (GR 6, TPP 2)
|
●
|
Missouri (GR 12, TPP 3)
|
●
|
South Dakota (GR 2)
|
●
|
Delaware (GR 2, TPP 1)
|
●
|
Montana (GR 1)
|
●
|
Tennessee (GR 18, TPP 3)
|
●
|
Florida (GR 25, TPP 12)
|
●
|
Nebraska (GR 4, TPP 1)
|
●
|
Texas (GR 95, TPP 25)
|
●
|
Georgia (GR 22, TPP 3)
|
●
|
Nevada (GR 4, TPP 3)
|
●
|
Utah (GR 2, TPP 3)
|
●
|
Idaho (GR 2)
|
●
|
New Hampshire (GR 1, TPP 1)
|
●
|
Vermont (GR 1)
|
●
|
Illinois (GR 15, TPP 3)
|
●
|
New Jersey (GR 8, TPP 4)
|
●
|
Virginia (GR 17, TPP 5)
|
●
|
Indiana (GR 10, TPP 1)
|
●
|
New Mexico (GR 10, TPP 1)
|
●
|
Washington (GR 18, TPP 5)
|
●
|
Iowa (GR 11, TPP 1)
|
●
|
New York (GR 13)
|
●
|
West Virginia (GR 5)
|
●
|
Kansas (GR 12)
|
●
|
North Carolina (GR 21, TPP 6)
|
●
|
Wisconsin (GR 8, TPP 1)
|
●
|
Kentucky (GR 9)
|
●
|
North Dakota (GR 6, TPP 3)
|
●
|
Wyoming (GR 5)
|
●
|
Louisiana (GR 26, TPP 10)
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
|
|
|
●
|
Alberta (GR 23, TPP 9)
|
|
|
|
|
●
|
British Columbia (GR 18, TPP 4)
|
|
|
|
|
●
|
Manitoba (GR 4)
|
|
|
|
|
●
|
New Brunswick (GR 6, TPP 1)
|
|
|
|
|
●
|
Newfoundland (GR 6)
|
|
|
|
|
●
|
Nova Scotia (GR 4)
|
|
|
|
|
●
|
Ontario (GR 23, TPP 5)
|
|
|
|
|
●
|
Prince Edward Island (GR 1)
|
|
|
|
|
●
|
Quebec (GR 7, TPP 1)
|
|
|
|
|
●
|
Saskatchewan (GR 7, TPP 3)
|
|
|
|
|
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
|
||||
2015:
|
|
|
|
|
||||
First Quarter
|
|
$
|
103.85
|
|
|
$
|
81.25
|
|
Second Quarter
|
|
105.83
|
|
|
86.88
|
|
||
Third Quarter
|
|
87.99
|
|
|
56.66
|
|
||
Fourth Quarter
|
|
80.18
|
|
|
57.41
|
|
||
2014:
|
|
|
|
|
||||
First Quarter
|
|
$
|
96.51
|
|
|
$
|
74.32
|
|
Second Quarter
|
|
108.46
|
|
|
85.01
|
|
||
Third Quarter
|
|
119.83
|
|
|
103.60
|
|
||
Fourth Quarter
|
|
119.35
|
|
|
88.34
|
|
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, 2015 to October 31, 2015
|
7,004
|
|
(1)
|
$
|
73.45
|
|
|
—
|
|
|
—
|
|
|
November 1, 2015 to November 30, 2015
|
481,264
|
|
(1)
|
$
|
74.98
|
|
|
473,611
|
|
|
—
|
|
|
December 1, 2015 to December 31, 2015
|
1,183,845
|
|
(1)
|
$
|
71.94
|
|
|
1,181,497
|
|
|
—
|
|
|
Total
|
1,672,113
|
|
|
$
|
72.82
|
|
|
1,655,108
|
|
|
$
|
889,514,940
|
|
(1)
|
In October 2015, November 2015 and December 2015,
7,004
,
7,653
and
2,348
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)
|
On December 1, 2014, our Board authorized a $750 million share repurchase program, which we intended to complete within 18 months of its initiation, and which was completed in October 2015. On July 21, 2015, our Board authorized a new $1 billion share repurchase program which commenced upon completion of the $750 million share repurchase program. We intend to complete the $1 billion program within 18 months of its initiation in November 2015. The shares purchased in the table above include shares purchased under both the $750 million program and the $1 billion program. The remaining amount in the table above pertains to the current $1 billion share repurchase program.
|
Item 6.
|
Selected Financial Data
|
|
Year Ended December 31,
|
||||||||||||||||||
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||
(in millions, except per share data)
|
|||||||||||||||||||
Income statement data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
5,817
|
|
|
$
|
5,685
|
|
|
$
|
4,955
|
|
|
$
|
4,117
|
|
|
$
|
2,611
|
|
Total cost of revenues
|
3,337
|
|
|
3,253
|
|
|
2,968
|
|
|
2,530
|
|
|
1,713
|
|
|||||
Gross profit
|
2,480
|
|
|
2,432
|
|
|
1,987
|
|
|
1,587
|
|
|
898
|
|
|||||
Selling, general and administrative expenses
|
714
|
|
|
758
|
|
|
642
|
|
|
588
|
|
|
407
|
|
|||||
Merger related costs
|
(26
|
)
|
|
11
|
|
|
9
|
|
|
111
|
|
|
19
|
|
|||||
Restructuring charge
|
6
|
|
|
(1
|
)
|
|
12
|
|
|
99
|
|
|
19
|
|
|||||
Non-rental depreciation and amortization
|
268
|
|
|
273
|
|
|
246
|
|
|
198
|
|
|
57
|
|
|||||
Operating income
|
1,518
|
|
|
1,391
|
|
|
1,078
|
|
|
591
|
|
|
396
|
|
|||||
Interest expense, net
|
567
|
|
|
555
|
|
|
475
|
|
|
512
|
|
|
228
|
|
|||||
Interest expense-subordinated convertible debentures
|
—
|
|
|
—
|
|
|
3
|
|
|
4
|
|
|
7
|
|
|||||
Other income, net
|
(12
|
)
|
|
(14
|
)
|
|
(5
|
)
|
|
(13
|
)
|
|
(3
|
)
|
|||||
Income before provision for income taxes
|
963
|
|
|
850
|
|
|
605
|
|
|
88
|
|
|
164
|
|
|||||
Provision for income taxes
|
378
|
|
|
310
|
|
|
218
|
|
|
13
|
|
|
63
|
|
|||||
Net income
|
585
|
|
|
540
|
|
|
387
|
|
|
75
|
|
|
101
|
|
|||||
Basic earnings per share
|
$
|
6.14
|
|
|
$
|
5.54
|
|
|
$
|
4.14
|
|
|
$
|
0.91
|
|
|
$
|
1.62
|
|
Diluted earnings per share
|
$
|
6.07
|
|
|
$
|
5.15
|
|
|
$
|
3.64
|
|
|
$
|
0.79
|
|
|
$
|
1.38
|
|
|
December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets (1)
|
$
|
12,083
|
|
|
$
|
12,129
|
|
|
$
|
10,876
|
|
|
$
|
10,648
|
|
|
$
|
3,976
|
|
Total debt (1)
|
8,162
|
|
|
7,962
|
|
|
7,078
|
|
|
7,196
|
|
|
2,924
|
|
|||||
Subordinated convertible debentures
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
55
|
|
|||||
Stockholders’ equity
|
1,476
|
|
|
1,796
|
|
|
1,828
|
|
|
1,543
|
|
|
64
|
|
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)
|
•
|
A consistently superior standard of service to customers
, often provided through a single point of contact;
|
•
|
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 team's analyses are aligned with these objectives 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
. As of
December 31, 2015
, we have trained over 3,100 employees, over 70 percent of our district managers and over 60 percent of our branch managers on the Lean kaizen process. We continue to implement 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. As discussed in note
5
to our consolidated financial statements, in the fourth quarter of 2015, we initiated a restructuring program focused on cost savings throughout the organization partially due to the Lean initiatives not fully generating the anticipated cost savings due to lower than expected rental volume in 2015. The savings generated from Lean initiatives are partially dependent on rental volume, and, though we have not yet achieved the anticipated level of Lean savings, we expect to continue to achieve savings through the Lean initiatives; and
|
•
|
The continued expansion of our trench, power and pump footprint, as well as our tools offering, and the cross-selling of these services throughout our network
. We plan to open at least
14
specialty rental branches/tool hubs in
2016
and continue to invest in specialty rental fleet to further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings.
|
•
|
A year-over-year increase of
0.5
percent in rental rates;
|
•
|
A year-over-year increase of
3.2
percent in the volume of OEC on rent;
|
•
|
Time utilization of
67.3
percent decreased
150
basis points year-over-year. In
2015
, time utilization was impacted by volume and pricing pressure on our general rental business and our Pump Solutions region associated with upstream oil and gas customers. Excluding the branches with the most exposure to upstream oil and gas, time utilization decreased 40 basis points year-over-year;
|
•
|
64
percent of equipment rental revenue derived from key accounts, which was flat with
2014
. Key accounts are each managed by a single point of contact to enhance customer service; and
|
•
|
An increase of
12
rental locations in our higher margin trench, power and pump (also referred to as "specialty") segment in
2015
, comprised of
nine
locations in the United States and
three
in Canada.
|
•
|
In January 2014, we redeemed all of our 10
1
/
4
percent Senior Notes.
|
•
|
In March 2014, we issued $525 aggregate 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, we issued $850 aggregate principal amount of 5
3
/
4
percent Senior Notes.
|
•
|
In April 2014, we redeemed all of our 9
1
/
4
percent Senior Notes.
|
•
|
In September 2014 and September 2015, we amended and extended our accounts receivable securitization facility. The September 2015 amendment included an increase in the size of the facility from $550 to $625.
|
•
|
In March 2015, we issued $1 billion principal amount of 4
5
/
8
percent Senior Secured Notes.
|
•
|
In March 2015, we issued $800 principal amount of 5
1
/
2
percent Senior Notes.
|
•
|
In March 2015, we amended and extended our ABL facility, and increased the size of the facility to $2.5 billion.
|
•
|
In April 2015, we redeemed all of our 5
3
/
4
percent Senior Secured Notes and 8
3
/
8
percent Senior Subordinated Notes.
|
•
|
In April 2015, we redeemed $350 principal amount of our 8
1
/
4
percent Senior Notes.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
585
|
|
|
$
|
540
|
|
|
$
|
387
|
|
Diluted earnings per share
|
$
|
6.07
|
|
|
$
|
5.15
|
|
|
$
|
3.64
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2015
|
|
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
|
||||||||||||
Merger related costs (1)
|
$
|
17
|
|
|
$
|
0.17
|
|
|
$
|
(7
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(5
|
)
|
|
$
|
(0.05
|
)
|
Merger related intangible asset amortization (2)
|
(111
|
)
|
|
(1.15
|
)
|
|
(115
|
)
|
|
(1.10
|
)
|
|
(100
|
)
|
|
(0.94
|
)
|
||||||
Impact on depreciation related to acquired RSC fleet and property and equipment (3)
|
2
|
|
|
0.02
|
|
|
3
|
|
|
0.03
|
|
|
4
|
|
|
0.04
|
|
||||||
Impact of the fair value mark-up of acquired RSC fleet (4)
|
(18
|
)
|
|
(0.19
|
)
|
|
(22
|
)
|
|
(0.21
|
)
|
|
(27
|
)
|
|
(0.25
|
)
|
||||||
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (5)
|
2
|
|
|
0.02
|
|
|
3
|
|
|
0.03
|
|
|
4
|
|
|
0.04
|
|
||||||
Restructuring charge (6)
|
(4
|
)
|
|
(0.04
|
)
|
|
1
|
|
|
0.01
|
|
|
(7
|
)
|
|
(0.07
|
)
|
||||||
Asset impairment charge (7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(0.02
|
)
|
||||||
Loss on extinguishment of debt securities, including subordinated convertible debentures, and ABL amendment
|
(75
|
)
|
|
(0.78
|
)
|
|
(48
|
)
|
|
(0.46
|
)
|
|
(2
|
)
|
|
(0.02
|
)
|
(1)
|
This reflects transaction costs associated with the RSC and National Pump acquisitions. The income for the year ended
December 31, 2015
reflects a decline in the fair value of the contingent cash consideration component of the National Pump purchase price. For additional information concerning the National Pump acquisition, see note
3
to our 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. See note
12
to our consolidated financial statements for additional detail on the acquired debt.
|
(6)
|
As discussed in note
5
to our consolidated financial statements, this reflects severance costs and branch closure charges associated with our closed restructuring programs and our current restructuring program.
|
(7)
|
This charge primarily reflects write-offs of leasehold improvements and other fixed assets in connection with our closed restructuring programs.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
585
|
|
|
$
|
540
|
|
|
$
|
387
|
|
Provision for income taxes
|
378
|
|
|
310
|
|
|
218
|
|
|||
Interest expense, net
|
567
|
|
|
555
|
|
|
475
|
|
|||
Interest expense—subordinated convertible debentures
|
—
|
|
|
—
|
|
|
3
|
|
|||
Depreciation of rental equipment
|
976
|
|
|
921
|
|
|
852
|
|
|||
Non-rental depreciation and amortization
|
268
|
|
|
273
|
|
|
246
|
|
|||
EBITDA
|
2,774
|
|
|
2,599
|
|
|
2,181
|
|
|||
Merger related costs (1)
|
(26
|
)
|
|
11
|
|
|
9
|
|
|||
Restructuring charge (2)
|
6
|
|
|
(1
|
)
|
|
12
|
|
|||
Stock compensation expense, net (3)
|
49
|
|
|
74
|
|
|
46
|
|
|||
Impact of the fair value mark-up of acquired RSC fleet (4)
|
29
|
|
|
35
|
|
|
44
|
|
|||
Loss on sale of software subsidiary
|
—
|
|
|
—
|
|
|
1
|
|
|||
Adjusted EBITDA
|
$
|
2,832
|
|
|
$
|
2,718
|
|
|
$
|
2,293
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash provided by operating activities
|
$
|
1,995
|
|
|
$
|
1,801
|
|
|
$
|
1,551
|
|
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
|
)
|
|
(17
|
)
|
|
(21
|
)
|
|||
Gain on sales of rental equipment
|
227
|
|
|
229
|
|
|
176
|
|
|||
Gain on sales of non-rental equipment
|
8
|
|
|
11
|
|
|
6
|
|
|||
Loss on sale of software subsidiary (5)
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Merger related costs (1)
|
26
|
|
|
(11
|
)
|
|
(9
|
)
|
|||
Restructuring charge (2)
|
(6
|
)
|
|
1
|
|
|
(12
|
)
|
|||
Stock compensation expense, net (3)
|
(49
|
)
|
|
(74
|
)
|
|
(46
|
)
|
|||
Loss on extinguishment of debt securities
|
(123
|
)
|
|
(80
|
)
|
|
(1
|
)
|
|||
Loss on retirement of subordinated convertible debentures
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||
Excess tax benefits from share-based payment arrangements
|
5
|
|
|
—
|
|
|
—
|
|
|||
Changes in assets and liabilities
|
194
|
|
|
182
|
|
|
31
|
|
|||
Cash paid for interest, including subordinated convertible debentures
|
447
|
|
|
457
|
|
|
461
|
|
|||
Cash paid for income taxes, net
|
60
|
|
|
100
|
|
|
48
|
|
|||
EBITDA
|
2,774
|
|
|
2,599
|
|
|
2,181
|
|
|||
Add back:
|
|
|
|
|
|
||||||
Merger related costs (1)
|
(26
|
)
|
|
11
|
|
|
9
|
|
|||
Restructuring charge (2)
|
6
|
|
|
(1
|
)
|
|
12
|
|
|||
Stock compensation expense, net (3)
|
49
|
|
|
74
|
|
|
46
|
|
|||
Impact of the fair value mark-up of acquired RSC fleet (4)
|
29
|
|
|
35
|
|
|
44
|
|
|||
Loss on sale of software subsidiary
|
—
|
|
|
—
|
|
|
1
|
|
|||
Adjusted EBITDA
|
$
|
2,832
|
|
|
$
|
2,718
|
|
|
$
|
2,293
|
|
(1)
|
This reflects transaction costs associated with the RSC and National Pump acquisitions. The income for the year ended
December 31, 2015
reflects a decline in the fair value of the contingent cash consideration component of the National
|
(2)
|
As discussed in note
5
to our consolidated financial statements, this reflects severance costs and branch closure charges associated with our closed restructuring programs and our current 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 associated with the fair value mark-up of rental equipment acquired in the RSC acquisition and subsequently sold.
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||
Equipment rentals*
|
$
|
4,949
|
|
|
$
|
4,819
|
|
|
$
|
4,196
|
|
|
2.7%
|
|
14.8%
|
Sales of rental equipment
|
538
|
|
|
544
|
|
|
490
|
|
|
(1.1)%
|
|
11.0%
|
|||
Sales of new equipment
|
157
|
|
|
149
|
|
|
104
|
|
|
5.4%
|
|
43.3%
|
|||
Contractor supplies sales
|
79
|
|
|
85
|
|
|
87
|
|
|
(7.1)%
|
|
(2.3)%
|
|||
Service and other revenues
|
94
|
|
|
88
|
|
|
78
|
|
|
6.8%
|
|
12.8%
|
|||
Total revenues
|
$
|
5,817
|
|
|
$
|
5,685
|
|
|
$
|
4,955
|
|
|
2.3%
|
|
14.7%
|
*Equipment rentals metrics:
|
|
|
|
|
|
|
|
|
|
||||||
Year-over-year increase in rental rates (1)
|
|
|
|
|
|
|
0.5%
|
|
4.5%
|
||||||
Year-over-year increase in the volume of equipment on rent
|
|
|
|
|
|
|
3.2%
|
|
9.6%
|
||||||
Time utilization (2)
|
67.3
|
%
|
|
68.8
|
%
|
|
68.2
|
%
|
|
(150) bps
|
|
60 bps
|
(1)
|
Rental rate changes are calculated based on the year-over-year variance in average contract rates, weighted by the prior period revenue mix.
|
(2)
|
Time utilization is calculated by dividing the amount of time an asset is on rent by the amount of time the asset has been owned during the year.
|
|
General
rentals |
|
Trench,
power and pump |
|
Total
|
||||||
Year Ended December 31, 2015
|
|
|
|
|
|
||||||
Equipment rentals
|
$
|
4,241
|
|
|
$
|
708
|
|
|
$
|
4,949
|
|
Sales of rental equipment
|
504
|
|
|
34
|
|
|
538
|
|
|||
Sales of new equipment
|
137
|
|
|
20
|
|
|
157
|
|
|||
Contractor supplies sales
|
67
|
|
|
12
|
|
|
79
|
|
|||
Service and other revenues
|
83
|
|
|
11
|
|
|
94
|
|
|||
Total revenue
|
$
|
5,032
|
|
|
$
|
785
|
|
|
$
|
5,817
|
|
Year Ended December 31, 2014
|
|
|
|
|
|
||||||
Equipment rentals
|
$
|
4,222
|
|
|
$
|
597
|
|
|
$
|
4,819
|
|
Sales of rental equipment
|
519
|
|
|
25
|
|
|
544
|
|
|||
Sales of new equipment
|
113
|
|
|
36
|
|
|
149
|
|
|||
Contractor supplies sales
|
73
|
|
|
12
|
|
|
85
|
|
|||
Service and other revenues
|
75
|
|
|
13
|
|
|
88
|
|
|||
Total revenue
|
$
|
5,002
|
|
|
$
|
683
|
|
|
$
|
5,685
|
|
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
|
|
|
General
rentals |
|
Trench,
power and pump |
|
Total
|
||||||
2015
|
|
|
|
|
|
||||||
Equipment Rentals Gross Profit
|
$
|
1,819
|
|
|
$
|
328
|
|
|
$
|
2,147
|
|
Equipment Rentals Gross Margin
|
42.9
|
%
|
|
46.3
|
%
|
|
43.4
|
%
|
|||
2014
|
|
|
|
|
|
||||||
Equipment Rentals Gross Profit
|
$
|
1,790
|
|
|
$
|
302
|
|
|
$
|
2,092
|
|
Equipment Rentals Gross Margin
|
42.4
|
%
|
|
50.6
|
%
|
|
43.4
|
%
|
|||
2013
|
|
|
|
|
|
||||||
Equipment Rentals Gross Profit
|
$
|
1,557
|
|
|
$
|
153
|
|
|
$
|
1,710
|
|
Equipment Rentals Gross Margin
|
40.2
|
%
|
|
46.8
|
%
|
|
40.8
|
%
|
|
Year Ended December 31,
|
|
Change
|
||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
Total gross margin
|
42.6%
|
|
42.8%
|
|
40.1%
|
|
(20) bps
|
|
270 bps
|
Equipment rentals
|
43.4%
|
|
43.4%
|
|
40.8%
|
|
—
|
|
260 bps
|
Sales of rental equipment
|
42.2%
|
|
42.1%
|
|
35.9%
|
|
10 bps
|
|
620 bps
|
Sales of new equipment
|
16.6%
|
|
19.5%
|
|
19.2%
|
|
(290) bps
|
|
30 bps
|
Contractor supplies sales
|
30.4%
|
|
30.6%
|
|
32.2%
|
|
(20) bps
|
|
(160) bps
|
Service and other revenues
|
59.6%
|
|
63.6%
|
|
67.9%
|
|
(400) bps
|
|
(430) bps
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
||||||
Selling, general and administrative ("SG&A") expenses
|
$
|
714
|
|
|
$
|
758
|
|
|
$
|
642
|
|
|
(5.8)%
|
|
18.1%
|
SG&A expense as a percentage of revenue
|
12.3
|
%
|
|
13.3
|
%
|
|
13.0
|
%
|
|
(100) bps
|
|
30 bps
|
|||
Merger related costs
|
(26
|
)
|
|
11
|
|
|
9
|
|
|
(336.4)%
|
|
22.2%
|
|||
Restructuring charge
|
6
|
|
|
(1
|
)
|
|
12
|
|
|
(700.0)%
|
|
(108.3)%
|
|||
Non-rental depreciation and amortization
|
268
|
|
|
273
|
|
|
246
|
|
|
(1.8)%
|
|
11.0%
|
|||
Interest expense, net
|
567
|
|
|
555
|
|
|
475
|
|
|
2.2%
|
|
16.8%
|
|||
Interest expense—subordinated convertible debentures
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
(100.0)%
|
|||
Other income, net
|
(12
|
)
|
|
(14
|
)
|
|
(5
|
)
|
|
(14.3)%
|
|
180.0%
|
|||
Provision for income taxes
|
378
|
|
|
310
|
|
|
218
|
|
|
21.9%
|
|
42.2%
|
|||
Effective tax rate
|
39.3
|
%
|
|
36.5
|
%
|
|
36.0
|
%
|
|
280 bps
|
|
50 bps
|
ABL facility:
|
|
||
Borrowing capacity, net of letters of credit
|
$
|
873
|
|
Outstanding debt, net of debt issuance costs
|
1,579
|
|
|
Interest rate at December 31
|
2.3
|
%
|
|
Average debt outstanding during the year (1)
|
1,470
|
|
|
Weighted-average interest rate on average debt outstanding during the year
|
1.9
|
%
|
|
Maximum month-end debt outstanding during the year (1)
|
1,829
|
|
|
Accounts receivable securitization facility:
|
|
||
Borrowing capacity
|
48
|
|
|
Outstanding debt, net of debt issuance costs
|
571
|
|
|
Interest rate at December 31
|
1.1
|
%
|
|
Average debt outstanding during the year
|
516
|
|
|
Weighted-average interest rate on average debt outstanding during the year
|
0.8
|
%
|
|
Maximum month-end debt outstanding during the year
|
608
|
|
(1)
|
The maximum month-end amount outstanding under the ABL facility exceeded the average amount outstanding during the year ended
December 31, 2015
primarily due to the repayment of a portion of the outstanding borrowings under the ABL facility in March 2015 using the net proceeds from the debt issuances discussed in the "Financial Overview" above.
|
|
Corporate Rating
|
|
Outlook
|
Moody’s
|
Ba3
|
|
Stable
|
Standard & Poor’s
|
BB-
|
|
Stable
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net cash provided by operating activities
|
$
|
1,995
|
|
|
$
|
1,801
|
|
|
$
|
1,551
|
|
Purchases of rental equipment
|
(1,534
|
)
|
|
(1,701
|
)
|
|
(1,580
|
)
|
|||
Purchases of non-rental equipment
|
(102
|
)
|
|
(120
|
)
|
|
(104
|
)
|
|||
Proceeds from sales of rental equipment
|
538
|
|
|
544
|
|
|
490
|
|
|||
Proceeds from sales of non-rental equipment
|
17
|
|
|
33
|
|
|
26
|
|
|||
Excess tax benefits from share-based payment arrangements
|
5
|
|
|
—
|
|
|
—
|
|
|||
Free cash flow
|
$
|
919
|
|
|
$
|
557
|
|
|
$
|
383
|
|
|
2016
|
2017
|
2018
|
2019
|
2020
|
Thereafter
|
Total
|
||||||||||||||
Debt and capital leases (1)
|
$
|
607
|
|
$
|
24
|
|
$
|
17
|
|
$
|
9
|
|
$
|
2,343
|
|
$
|
5,206
|
|
$
|
8,206
|
|
Interest due on debt (2)
|
421
|
|
416
|
|
415
|
|
414
|
|
352
|
|
780
|
|
2,798
|
|
|||||||
Operating leases (1):
|
|
|
|
|
|
|
|
||||||||||||||
Real estate
|
100
|
|
82
|
|
63
|
|
45
|
|
26
|
|
44
|
|
360
|
|
|||||||
Non-rental equipment
|
38
|
|
36
|
|
29
|
|
23
|
|
23
|
|
—
|
|
149
|
|
|||||||
Service agreements (3)
|
17
|
|
12
|
|
4
|
|
—
|
|
—
|
|
—
|
|
33
|
|
|||||||
Purchase obligations (4)
|
671
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
671
|
|
|||||||
Total (5)
|
$
|
1,854
|
|
$
|
570
|
|
$
|
528
|
|
$
|
491
|
|
$
|
2,744
|
|
$
|
6,030
|
|
$
|
12,217
|
|
(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.
|
(2)
|
Estimated interest payments have been calculated based on the principal amount of debt and the applicable interest rates as of
December 31, 2015
.
|
(3)
|
These primarily represent service agreements with third parties to provide wireless and network services.
|
(4)
|
As of
December 31, 2015
, 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
2016
.
|
(5)
|
This information excludes $
3
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,
|
||||||
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
179
|
|
|
$
|
158
|
|
Accounts receivable, net of allowance for doubtful accounts of $55 at December 31, 2015 and $43 at December 31, 2014
|
930
|
|
|
940
|
|
||
Inventory
|
69
|
|
|
78
|
|
||
Prepaid expenses and other assets
|
116
|
|
|
122
|
|
||
Total current assets
|
1,294
|
|
|
1,298
|
|
||
Rental equipment, net
|
6,186
|
|
|
6,008
|
|
||
Property and equipment, net
|
445
|
|
|
438
|
|
||
Goodwill
|
3,243
|
|
|
3,272
|
|
||
Other intangible assets, net
|
905
|
|
|
1,106
|
|
||
Other long-term assets
|
10
|
|
|
7
|
|
||
Total assets
|
$
|
12,083
|
|
|
$
|
12,129
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Short-term debt and current maturities of long-term debt
|
$
|
607
|
|
|
$
|
618
|
|
Accounts payable
|
271
|
|
|
285
|
|
||
Accrued expenses and other liabilities
|
355
|
|
|
575
|
|
||
Total current liabilities
|
1,233
|
|
|
1,478
|
|
||
Long-term debt
|
7,555
|
|
|
7,344
|
|
||
Deferred taxes
|
1,765
|
|
|
1,444
|
|
||
Other long-term liabilities
|
54
|
|
|
65
|
|
||
Total liabilities
|
10,607
|
|
|
10,331
|
|
||
Temporary equity
|
—
|
|
|
2
|
|
||
Common stock—$0.01 par value, 500,000,000 shares authorized, 111,586,585 and 91,776,436 shares issued and outstanding, respectively, at December 31, 2015 and 108,233,686 and 97,877,580 shares issued and outstanding, respectively, at December 31, 2014
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
2,197
|
|
|
2,168
|
|
||
Retained earnings
|
1,088
|
|
|
503
|
|
||
Treasury stock at cost—19,810,149 and 10,356,106 shares at December 31, 2015 and December 31, 2014, respectively
|
(1,560
|
)
|
|
(802
|
)
|
||
Accumulated other comprehensive loss
|
(250
|
)
|
|
(74
|
)
|
||
Total stockholders’ equity
|
1,476
|
|
|
1,796
|
|
||
Total liabilities and stockholders’ equity
|
$
|
12,083
|
|
|
$
|
12,129
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Equipment rentals
|
$
|
4,949
|
|
|
$
|
4,819
|
|
|
$
|
4,196
|
|
Sales of rental equipment
|
538
|
|
|
544
|
|
|
490
|
|
|||
Sales of new equipment
|
157
|
|
|
149
|
|
|
104
|
|
|||
Contractor supplies sales
|
79
|
|
|
85
|
|
|
87
|
|
|||
Service and other revenues
|
94
|
|
|
88
|
|
|
78
|
|
|||
Total revenues
|
5,817
|
|
|
5,685
|
|
|
4,955
|
|
|||
Cost of revenues:
|
|
|
|
|
|
||||||
Cost of equipment rentals, excluding depreciation
|
1,826
|
|
|
1,806
|
|
|
1,634
|
|
|||
Depreciation of rental equipment
|
976
|
|
|
921
|
|
|
852
|
|
|||
Cost of rental equipment sales
|
311
|
|
|
315
|
|
|
314
|
|
|||
Cost of new equipment sales
|
131
|
|
|
120
|
|
|
84
|
|
|||
Cost of contractor supplies sales
|
55
|
|
|
59
|
|
|
59
|
|
|||
Cost of service and other revenues
|
38
|
|
|
32
|
|
|
25
|
|
|||
Total cost of revenues
|
3,337
|
|
|
3,253
|
|
|
2,968
|
|
|||
Gross profit
|
2,480
|
|
|
2,432
|
|
|
1,987
|
|
|||
Selling, general and administrative expenses
|
714
|
|
|
758
|
|
|
642
|
|
|||
Merger related costs
|
(26
|
)
|
|
11
|
|
|
9
|
|
|||
Restructuring charge
|
6
|
|
|
(1
|
)
|
|
12
|
|
|||
Non-rental depreciation and amortization
|
268
|
|
|
273
|
|
|
246
|
|
|||
Operating income
|
1,518
|
|
|
1,391
|
|
|
1,078
|
|
|||
Interest expense, net
|
567
|
|
|
555
|
|
|
475
|
|
|||
Interest expense—subordinated convertible debentures
|
—
|
|
|
—
|
|
|
3
|
|
|||
Other income, net
|
(12
|
)
|
|
(14
|
)
|
|
(5
|
)
|
|||
Income before provision for income taxes
|
963
|
|
|
850
|
|
|
605
|
|
|||
Provision for income taxes
|
378
|
|
|
310
|
|
|
218
|
|
|||
Net income
|
$
|
585
|
|
|
$
|
540
|
|
|
$
|
387
|
|
Basic earnings per share
|
$
|
6.14
|
|
|
$
|
5.54
|
|
|
$
|
4.14
|
|
Diluted earnings per share
|
$
|
6.07
|
|
|
$
|
5.15
|
|
|
$
|
3.64
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
585
|
|
|
$
|
540
|
|
|
$
|
387
|
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(174
|
)
|
|
(90
|
)
|
|
(65
|
)
|
|||
Fixed price diesel swaps
|
(2
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Other comprehensive loss (1)
|
(176
|
)
|
|
(93
|
)
|
|
(65
|
)
|
|||
Comprehensive income
|
$
|
409
|
|
|
$
|
447
|
|
|
$
|
322
|
|
|
Common Stock
|
|
Additional
|
|
(Accumulated
Deficit) |
|
Treasury Stock
|
|
Accumulated
Other
|
||||||||||||||||
|
Number of
Shares |
|
Amount
|
|
Paid-in
Capital
|
|
Retained Earnings
|
|
Number of
Shares |
|
Amount
|
|
Comprehensive
Income (Loss)
|
||||||||||||
Balance at January 1, 2013
|
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
|
|
|
Common Stock
|
|
Additional
|
|
(Accumulated
Deficit) |
|
Treasury Stock
|
|
Accumulated
Other
|
||||||||||||||||
|
Number of
Shares
|
|
Amount
|
|
Paid-in
Capital
|
|
Retained Earnings
|
|
Number of
Shares
|
|
Amount
|
|
Comprehensive
Income (Loss)
|
||||||||||||
Balance at December 31, 2013
|
93
|
|
|
$
|
1
|
|
|
$
|
2,054
|
|
|
$
|
(37
|
)
|
|
5
|
|
|
$
|
(209
|
)
|
|
$
|
19
|
|
Net income
|
|
|
|
|
|
|
540
|
|
|
|
|
|
|
|
|||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
(90
|
)
|
|||||||||||
Fixed price diesel swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|||||||||||
Stock compensation expense, net
|
|
|
|
|
74
|
|
|
|
|
|
|
|
|
|
|||||||||||
Exercise of common stock options
|
—
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
||||||||||
4 percent Convertible Senior Notes (1)
|
10
|
|
|
|
|
58
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares repurchased and retired
|
|
|
|
|
(20
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
Repurchase of common stock
|
(5
|
)
|
|
|
|
|
|
|
|
5
|
|
|
(593
|
)
|
|
|
|||||||||
Balance at December 31, 2014
|
98
|
|
|
$
|
1
|
|
|
$
|
2,168
|
|
|
$
|
503
|
|
|
10
|
|
|
$
|
(802
|
)
|
|
$
|
(74
|
)
|
|
Common Stock
|
|
Additional
|
|
|
|
Treasury Stock
|
|
Accumulated
Other
|
||||||||||||||||
|
Number of
Shares
|
|
Amount
|
|
Paid-in
Capital
|
|
Retained Earnings
|
|
Number of
Shares
|
|
Amount
|
|
Comprehensive
Loss (2)
|
||||||||||||
Balance at December 31, 2014
|
98
|
|
|
$
|
1
|
|
|
$
|
2,168
|
|
|
$
|
503
|
|
|
10
|
|
|
$
|
(802
|
)
|
|
$
|
(74
|
)
|
Net income
|
|
|
|
|
|
|
585
|
|
|
|
|
|
|
|
|||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
(174
|
)
|
|||||||||||
Fixed price diesel swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|||||||||||
Stock compensation expense, net
|
|
|
|
|
49
|
|
|
|
|
|
|
|
|
|
|||||||||||
Exercise of common stock options
|
—
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
||||||||||
4 percent Convertible Senior Notes (1)
|
4
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
||||||||||
Shares repurchased and retired
|
|
|
|
|
(31
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
Repurchase of common stock
|
(10
|
)
|
|
|
|
|
|
|
|
10
|
|
|
$
|
(758
|
)
|
|
|
||||||||
Excess tax benefits from share-based payment arrangements, net
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2015
|
92
|
|
|
$
|
1
|
|
|
$
|
2,197
|
|
|
$
|
1,088
|
|
|
20
|
|
|
$
|
(1,560
|
)
|
|
$
|
(250
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(In millions)
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
585
|
|
|
$
|
540
|
|
|
$
|
387
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
1,244
|
|
|
1,194
|
|
|
1,098
|
|
|||
Amortization of deferred financing costs and original issue discounts
|
10
|
|
|
17
|
|
|
21
|
|
|||
Gain on sales of rental equipment
|
(227
|
)
|
|
(229
|
)
|
|
(176
|
)
|
|||
Gain on sales of non-rental equipment
|
(8
|
)
|
|
(11
|
)
|
|
(6
|
)
|
|||
Loss on sale of software subsidiary
|
—
|
|
|
—
|
|
|
1
|
|
|||
Stock compensation expense, net
|
49
|
|
|
74
|
|
|
46
|
|
|||
Merger related costs
|
(26
|
)
|
|
11
|
|
|
9
|
|
|||
Restructuring charge
|
6
|
|
|
(1
|
)
|
|
12
|
|
|||
Loss on repurchase/redemption of debt securities and amendment of ABL facility
|
123
|
|
|
80
|
|
|
1
|
|
|||
Loss on retirement of subordinated convertible debentures
|
—
|
|
|
—
|
|
|
2
|
|
|||
Excess tax benefits from share-based payment arrangements
|
(5
|
)
|
|
—
|
|
|
—
|
|
|||
Increase in deferred taxes
|
336
|
|
|
261
|
|
|
167
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Increase in accounts receivable
|
(11
|
)
|
|
(101
|
)
|
|
(20
|
)
|
|||
Decrease (increase) in inventory
|
8
|
|
|
11
|
|
|
(2
|
)
|
|||
(Increase) decrease in prepaid expenses and other assets
|
(38
|
)
|
|
(52
|
)
|
|
60
|
|
|||
(Decrease) increase in accounts payable
|
(8
|
)
|
|
(23
|
)
|
|
9
|
|
|||
(Decrease) increase in accrued expenses and other liabilities
|
(43
|
)
|
|
30
|
|
|
(58
|
)
|
|||
Net cash provided by operating activities
|
1,995
|
|
|
1,801
|
|
|
1,551
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Purchases of rental equipment
|
(1,534
|
)
|
|
(1,701
|
)
|
|
(1,580
|
)
|
|||
Purchases of non-rental equipment
|
(102
|
)
|
|
(120
|
)
|
|
(104
|
)
|
|||
Proceeds from sales of rental equipment
|
538
|
|
|
544
|
|
|
490
|
|
|||
Proceeds from sales of non-rental equipment
|
17
|
|
|
33
|
|
|
26
|
|
|||
Purchases of other companies, net of cash acquired
|
(86
|
)
|
|
(756
|
)
|
|
(9
|
)
|
|||
Purchases of investments
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(1,170
|
)
|
|
(2,000
|
)
|
|
(1,177
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from debt
|
8,566
|
|
|
7,070
|
|
|
3,805
|
|
|||
Payments of debt, including subordinated convertible debentures
|
(8,482
|
)
|
|
(6,283
|
)
|
|
(3,965
|
)
|
|||
Payment of contingent consideration
|
(52
|
)
|
|
—
|
|
|
—
|
|
|||
Payments of financing costs
|
(27
|
)
|
|
(22
|
)
|
|
(2
|
)
|
|||
Proceeds from the exercise of common stock options
|
1
|
|
|
2
|
|
|
6
|
|
|||
Common stock repurchased
|
(789
|
)
|
|
(613
|
)
|
|
(115
|
)
|
|||
Cash received (paid) in connection with the 4 percent Convertible Senior Notes and related hedge, net
|
3
|
|
|
42
|
|
|
(24
|
)
|
|||
Excess tax benefits from share-based payment arrangements
|
5
|
|
|
—
|
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
|
(775
|
)
|
|
196
|
|
|
(295
|
)
|
|||
Effect of foreign exchange rates
|
(29
|
)
|
|
(14
|
)
|
|
(10
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
21
|
|
|
(17
|
)
|
|
69
|
|
|||
Cash and cash equivalents at beginning of year
|
158
|
|
|
175
|
|
|
106
|
|
|||
Cash and cash equivalents at end of year
|
$
|
179
|
|
|
$
|
158
|
|
|
$
|
175
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest, including subordinated convertible debentures
|
$
|
447
|
|
|
$
|
457
|
|
|
$
|
461
|
|
Cash paid for income taxes, net
|
60
|
|
|
100
|
|
|
48
|
|
|
Deferred tax current assets
|
|
Total current assets
|
|
Other long-term assets
|
|
Total assets
|
|
Long-term debt
|
|
Deferred tax long-term liabilities
|
|
Total liabilities
|
|
Total liabilities and stockholders' equity
|
||||||||||||||||
Previously reported
|
$
|
248
|
|
|
$
|
1,546
|
|
|
$
|
97
|
|
|
$
|
12,467
|
|
|
$
|
7,434
|
|
|
$
|
1,692
|
|
|
$
|
10,669
|
|
|
$
|
12,467
|
|
Simplifying the Presentation of Debt Issuance Costs
|
—
|
|
|
—
|
|
|
(90
|
)
|
|
(90
|
)
|
|
(90
|
)
|
|
—
|
|
|
(90
|
)
|
|
(90
|
)
|
||||||||
Balance Sheet Classification of Deferred Taxes
|
(248
|
)
|
|
(248
|
)
|
|
—
|
|
|
(248
|
)
|
|
—
|
|
|
(248
|
)
|
|
(248
|
)
|
|
(248
|
)
|
||||||||
Current presentation
|
$
|
—
|
|
|
$
|
1,298
|
|
|
$
|
7
|
|
|
$
|
12,129
|
|
|
$
|
7,344
|
|
|
$
|
1,444
|
|
|
$
|
10,331
|
|
|
$
|
12,129
|
|
Cash consideration (1)
|
$
|
773
|
|
Contingent consideration (2)
|
76
|
|
|
Total purchase consideration (3)
|
$
|
849
|
|
Accounts receivable, net of allowance for doubtful accounts (1)
|
$
|
44
|
|
Inventory
|
19
|
|
|
Deferred taxes
|
6
|
|
|
Rental equipment
|
172
|
|
|
Property and equipment
|
10
|
|
|
Intangibles (2)
|
289
|
|
|
Other assets
|
1
|
|
|
Total identifiable assets acquired
|
541
|
|
|
Current liabilities
|
(25
|
)
|
|
Total liabilities assumed
|
(25
|
)
|
|
Net identifiable assets acquired
|
516
|
|
|
Goodwill (3)
|
333
|
|
|
Net assets acquired
|
$
|
849
|
|
|
Fair value
|
Life (years)
|
||
Customer relationships
|
$
|
274
|
|
10
|
Non-compete agreements
|
15
|
|
6
|
|
Total
|
$
|
289
|
|
|
|
Year Ended December 31,
|
||||||
|
2014
|
|
|
2013
|
|
||
United Rentals historic revenues
|
$
|
5,685
|
|
|
$
|
4,955
|
|
National Pump historic revenues
|
62
|
|
|
208
|
|
||
Pro forma revenues
|
5,747
|
|
|
5,163
|
|
||
United Rentals historic pretax income
|
850
|
|
|
605
|
|
||
National Pump historic pretax income
|
20
|
|
|
62
|
|
||
Combined pretax income
|
870
|
|
|
667
|
|
||
Pro forma adjustments to combined pretax income:
|
|
|
|
||||
Impact of fair value mark-ups/useful life changes on depreciation (1)
|
(1
|
)
|
|
(4
|
)
|
||
Intangible asset amortization (2)
|
(12
|
)
|
|
(52
|
)
|
||
Interest expense (3)
|
58
|
|
|
(95
|
)
|
||
Elimination of historic National Pump interest (4)
|
—
|
|
|
2
|
|
||
Elimination of merger costs (5)
|
8
|
|
|
—
|
|
||
Pro forma pretax income
|
$
|
923
|
|
|
$
|
518
|
|
|
Year Ended December 31,
|
||||||
|
2015
|
|
|
2014
|
|
||
Revenue
|
$
|
225
|
|
|
$
|
215
|
|
Pretax (loss) income (1)
|
(6
|
)
|
|
42
|
|
|
Year Ended December 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Primarily rented by our general rentals segment:
|
|
|
|
|
|
|||
General construction and industrial equipment
|
43
|
%
|
|
43
|
%
|
|
44
|
%
|
Aerial work platforms
|
32
|
%
|
|
33
|
%
|
|
36
|
%
|
General tools and light equipment
|
10
|
%
|
|
10
|
%
|
|
9
|
%
|
Primarily rented by our trench, power and pump segment:
|
|
|
|
|
|
|||
Power and HVAC equipment
|
6
|
%
|
|
6
|
%
|
|
6
|
%
|
Trench safety equipment
|
5
|
%
|
|
5
|
%
|
|
5
|
%
|
Pumps
|
4
|
%
|
|
3
|
%
|
|
*
|
|
|
General
rentals |
|
Trench,
power and pump |
|
Total
|
||||||
2015
|
|
|
|
|
|
||||||
Equipment rentals
|
$
|
4,241
|
|
|
$
|
708
|
|
|
$
|
4,949
|
|
Sales of rental equipment
|
504
|
|
|
34
|
|
|
538
|
|
|||
Sales of new equipment
|
137
|
|
|
20
|
|
|
157
|
|
|||
Contractor supplies sales
|
67
|
|
|
12
|
|
|
79
|
|
|||
Service and other revenues
|
83
|
|
|
11
|
|
|
94
|
|
|||
Total revenue
|
5,032
|
|
|
785
|
|
|
5,817
|
|
|||
Depreciation and amortization expense
|
1,071
|
|
|
173
|
|
|
1,244
|
|
|||
Equipment rentals gross profit
|
1,819
|
|
|
328
|
|
|
2,147
|
|
|||
Capital expenditures
|
1,439
|
|
|
197
|
|
|
1,636
|
|
|||
Total assets
|
$
|
10,561
|
|
|
$
|
1,522
|
|
|
$
|
12,083
|
|
2014
|
|
|
|
|
|
||||||
Equipment rentals
|
$
|
4,222
|
|
|
$
|
597
|
|
|
$
|
4,819
|
|
Sales of rental equipment
|
519
|
|
|
25
|
|
|
544
|
|
|||
Sales of new equipment
|
113
|
|
|
36
|
|
|
149
|
|
|||
Contractor supplies sales
|
73
|
|
|
12
|
|
|
85
|
|
|||
Service and other revenues
|
75
|
|
|
13
|
|
|
88
|
|
|||
Total revenue
|
5,002
|
|
|
683
|
|
|
5,685
|
|
|||
Depreciation and amortization expense
|
1,060
|
|
|
134
|
|
|
1,194
|
|
|||
Equipment rentals gross profit
|
1,790
|
|
|
302
|
|
|
2,092
|
|
|||
Capital expenditures
|
1,594
|
|
|
227
|
|
|
1,821
|
|
|||
Total assets (1)
|
$
|
10,597
|
|
|
$
|
1,532
|
|
|
$
|
12,129
|
|
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
|
$
|
10,322
|
|
|
$
|
554
|
|
|
$
|
10,876
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Total equipment rentals gross profit
|
$
|
2,147
|
|
|
$
|
2,092
|
|
|
$
|
1,710
|
|
Gross profit from other lines of business
|
333
|
|
|
340
|
|
|
277
|
|
|||
Selling, general and administrative expenses
|
(714
|
)
|
|
(758
|
)
|
|
(642
|
)
|
|||
Merger related costs
|
26
|
|
|
(11
|
)
|
|
(9
|
)
|
|||
Restructuring charge
|
(6
|
)
|
|
1
|
|
|
(12
|
)
|
|||
Non-rental depreciation and amortization
|
(268
|
)
|
|
(273
|
)
|
|
(246
|
)
|
|||
Interest expense, net
|
(567
|
)
|
|
(555
|
)
|
|
(475
|
)
|
|||
Interest expense- subordinated convertible debentures
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Other income, net
|
12
|
|
|
14
|
|
|
5
|
|
|||
Income before provision for income taxes
|
$
|
963
|
|
|
$
|
850
|
|
|
$
|
605
|
|
|
Domestic
|
|
Foreign (Canada)
|
|
Total
|
||||||
2015
|
|
|
|
|
|
||||||
Equipment rentals
|
$
|
4,452
|
|
|
$
|
497
|
|
|
$
|
4,949
|
|
Sales of rental equipment
|
480
|
|
|
58
|
|
|
538
|
|
|||
Sales of new equipment
|
137
|
|
|
20
|
|
|
157
|
|
|||
Contractor supplies sales
|
69
|
|
|
10
|
|
|
79
|
|
|||
Service and other revenues
|
80
|
|
|
14
|
|
|
94
|
|
|||
Total revenue
|
5,218
|
|
|
599
|
|
|
5,817
|
|
|||
Rental equipment, net
|
5,657
|
|
|
529
|
|
|
6,186
|
|
|||
Property and equipment, net
|
399
|
|
|
46
|
|
|
445
|
|
|||
Goodwill and other intangibles, net
|
$
|
3,838
|
|
|
$
|
310
|
|
|
$
|
4,148
|
|
2014
|
|
|
|
|
|
||||||
Equipment rentals
|
$
|
4,217
|
|
|
$
|
602
|
|
|
$
|
4,819
|
|
Sales of rental equipment
|
478
|
|
|
66
|
|
|
544
|
|
|||
Sales of new equipment
|
124
|
|
|
25
|
|
|
149
|
|
|||
Contractor supplies sales
|
70
|
|
|
15
|
|
|
85
|
|
|||
Service and other revenues
|
73
|
|
|
15
|
|
|
88
|
|
|||
Total revenue
|
4,962
|
|
|
723
|
|
|
5,685
|
|
|||
Rental equipment, net
|
5,399
|
|
|
609
|
|
|
6,008
|
|
|||
Property and equipment, net
|
395
|
|
|
43
|
|
|
438
|
|
|||
Goodwill and other intangibles, net
|
$
|
4,014
|
|
|
$
|
364
|
|
|
$
|
4,378
|
|
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
|
|
Description
|
|
Beginning
Reserve Balance |
|
Charged to
Costs and Expenses (1) |
|
Payments
and Other |
|
Ending
Reserve Balance |
||||||||
Year ended December 31, 2013:
|
|
|
|
|
|
|
|
|
||||||||
Branch closure charges
|
|
$
|
52
|
|
|
$
|
10
|
|
|
$
|
(29
|
)
|
|
$
|
33
|
|
Severance costs
|
|
9
|
|
|
2
|
|
|
(9
|
)
|
|
2
|
|
||||
Total
|
|
$
|
61
|
|
|
$
|
12
|
|
|
$
|
(38
|
)
|
|
$
|
35
|
|
Year ended December 31, 2014:
|
|
|
|
|
|
|
|
|
||||||||
Branch closure charges
|
|
$
|
33
|
|
|
$
|
(1
|
)
|
|
$
|
(12
|
)
|
|
$
|
20
|
|
Severance costs
|
|
2
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Total
|
|
$
|
35
|
|
|
$
|
(1
|
)
|
|
$
|
(14
|
)
|
|
$
|
20
|
|
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
||||||||
Branch closure charges
|
|
$
|
20
|
|
|
$
|
2
|
|
|
$
|
(9
|
)
|
|
$
|
13
|
|
Severance costs
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
|
$
|
20
|
|
|
$
|
2
|
|
|
$
|
(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, 2015:
|
|
|
|
|
|
|
|
|
||||||||
Branch closure charges
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Severance costs
|
|
—
|
|
|
4
|
|
|
(1
|
)
|
|
3
|
|
||||
Total
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
$
|
3
|
|
(1)
|
Reflected in our consolidated statements of income as “Restructuring charge.” The restructuring charges are not allocated to our segments.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Rental equipment
|
$
|
9,022
|
|
|
$
|
8,527
|
|
Less accumulated depreciation
|
(2,836
|
)
|
|
(2,519
|
)
|
||
Rental equipment, net
|
$
|
6,186
|
|
|
$
|
6,008
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Land
|
$
|
98
|
|
|
$
|
97
|
|
Buildings
|
226
|
|
|
223
|
|
||
Non-rental vehicles
|
86
|
|
|
75
|
|
||
Machinery and equipment
|
78
|
|
|
68
|
|
||
Furniture and fixtures
|
171
|
|
|
152
|
|
||
Leasehold improvements
|
212
|
|
|
200
|
|
||
|
871
|
|
|
815
|
|
||
Less accumulated depreciation and amortization
|
(426
|
)
|
|
(377
|
)
|
||
Property and equipment, net
|
$
|
445
|
|
|
$
|
438
|
|
|
General rentals
|
|
Trench,
power and pump |
|
Total
|
||||||
Balance at January 1, 2013 (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
|
|
|||
Goodwill related to acquisitions (2)
|
12
|
|
|
330
|
|
|
342
|
|
|||
Foreign currency translation and other adjustments
|
(20
|
)
|
|
(3
|
)
|
|
(23
|
)
|
|||
Balance at December 31, 2014 (1)
|
2,804
|
|
|
468
|
|
|
3,272
|
|
|||
Goodwill related to acquisitions (2)
|
16
|
|
|
—
|
|
|
16
|
|
|||
Foreign currency translation and other adjustments
|
(34
|
)
|
|
(11
|
)
|
|
(45
|
)
|
|||
Balance at December 31, 2015 (1)
|
$
|
2,786
|
|
|
$
|
457
|
|
|
$
|
3,243
|
|
(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, 2015
|
||||||||||||
|
Weighted-Average Remaining
Amortization Period |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||
Non-compete agreements
|
31 months
|
|
$
|
69
|
|
|
$
|
44
|
|
|
$
|
25
|
|
Customer relationships
|
11 years
|
|
$
|
1,453
|
|
|
$
|
583
|
|
|
$
|
870
|
|
Trade names and associated trademarks
|
16 months
|
|
$
|
80
|
|
|
$
|
70
|
|
|
$
|
10
|
|
|
December 31, 2014
|
||||||||||||
|
Weighted-Average Remaining
Amortization Period |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||
Non-compete agreements
|
40 months
|
|
$
|
70
|
|
|
$
|
31
|
|
|
$
|
39
|
|
Customer relationships
|
12 years
|
|
$
|
1,496
|
|
|
$
|
451
|
|
|
$
|
1,045
|
|
Trade names and associated trademarks
|
28 months
|
|
$
|
80
|
|
|
$
|
58
|
|
|
$
|
22
|
|
2016
|
$
|
173
|
|
2017
|
144
|
|
|
2018
|
124
|
|
|
2019
|
110
|
|
|
2020
|
94
|
|
|
Thereafter
|
260
|
|
|
Total
|
$
|
905
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Self-insurance accruals
|
$
|
43
|
|
|
$
|
42
|
|
Accrued compensation and benefit costs
|
41
|
|
|
97
|
|
||
Property and income taxes payable
|
22
|
|
|
35
|
|
||
Restructuring reserves (1)
|
16
|
|
|
20
|
|
||
Interest payable
|
91
|
|
|
102
|
|
||
Deferred revenue (2)
|
38
|
|
|
39
|
|
||
National accounts accrual
|
39
|
|
|
38
|
|
||
Due to seller
|
4
|
|
|
129
|
|
||
Other (3)
|
61
|
|
|
73
|
|
||
Accrued expenses and other liabilities
|
$
|
355
|
|
|
$
|
575
|
|
(1)
|
Relates to branch closure charges and severance costs. See note
5
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,
|
||||||
|
2015
|
|
2014
|
||||
Self-insurance accruals
|
$
|
47
|
|
|
$
|
50
|
|
Due to seller
|
—
|
|
|
8
|
|
||
Accrued compensation and benefit costs
|
7
|
|
|
7
|
|
||
Other long-term liabilities
|
$
|
54
|
|
|
$
|
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, 2015:
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||
Fixed price diesel swaps
|
Other income (expense), net (1)
|
|
$ *
|
|
|
|
|
|
|
Cost of equipment rentals, excluding
depreciation (2), (3) |
|
(7
|
)
|
|
(29
|
)
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||
Foreign currency forward contracts
|
Other income (expense), net
|
|
(5
|
)
|
|
5
|
|
|
Year ended December 31, 2014:
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||
Fixed price diesel swaps
|
Other income (expense), net (1)
|
|
$ *
|
|
|
|
|
|
|
Cost of equipment rentals, excluding
depreciation (2), (3) |
|
*
|
|
|
(40
|
)
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
||
Foreign currency forward contracts
|
Other income (expense), net
|
|
(7
|
)
|
|
7
|
|
|
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
|
|
|
(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
10.6 million
,
10.5 million
and
9.7 million
gallons of diesel covered by the fixed price swaps during the years ended
December 31, 2015
,
2014
and
2013
, respectively.
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
Level 1:
|
|
|
|
|
|
|
|
||||||||
Senior and senior subordinated notes
|
$
|
5,916
|
|
|
$
|
6,030
|
|
|
$
|
5,984
|
|
|
$
|
6,390
|
|
Level 2:
|
|
|
|
|
|
|
|
||||||||
4 percent Convertible Senior Notes (1)
|
—
|
|
|
—
|
|
|
32
|
|
|
33
|
|
||||
Level 3:
|
|
|
|
|
|
|
|
||||||||
Capital leases (2)
|
96
|
|
|
95
|
|
|
105
|
|
|
104
|
|
(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. The 4 percent Convertible Senior Notes matured in 2015. To exclude the equity component and calculate the fair value as of
December 31, 2014
, we used an effective interest rate of
7.3
percent.
|
(2)
|
The fair value of capital leases reflects the present value of the leases using a
7.0
percent interest rate.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
URNA and subsidiaries debt:
|
|
|
|
||||
Accounts Receivable Securitization Facility (1)
|
$
|
571
|
|
|
$
|
548
|
|
$2.5 billion ABL Facility (1)
|
1,579
|
|
|
1,293
|
|
||
5
3
/
4
percent Senior Secured Notes (2)
|
—
|
|
|
741
|
|
||
8
3
/
8
percent Senior Subordinated Notes (2)
|
—
|
|
|
740
|
|
||
7
3
/
8
percent Senior Notes
|
740
|
|
|
738
|
|
||
8
1
/
4
percent Senior Notes (2)
|
315
|
|
|
687
|
|
||
7
5
/
8
percent Senior Notes
|
1,306
|
|
|
1,303
|
|
||
6
1
/
8
percent Senior Notes
|
937
|
|
|
938
|
|
||
4
5
/
8
percent Senior Secured Notes (3)
|
989
|
|
|
—
|
|
||
5
3
/
4
percent Senior Notes
|
838
|
|
|
837
|
|
||
5
1
/
2
percent Senior Notes (3)
|
791
|
|
|
—
|
|
||
Capital leases
|
96
|
|
|
105
|
|
||
Total URNA and subsidiaries debt
|
8,162
|
|
|
7,930
|
|
||
Holdings:
|
|
|
|
||||
4 percent Convertible Senior Notes (4)
|
—
|
|
|
32
|
|
||
Total debt (5)
|
8,162
|
|
|
7,962
|
|
||
Less short-term portion
|
(607
|
)
|
|
(618
|
)
|
||
Total long-term debt
|
$
|
7,555
|
|
|
$
|
7,344
|
|
(1)
|
$873
and
$48
were available under our ABL facility and accounts receivable securitization facility, respectively, at
December 31, 2015
. The ABL facility availability is reflected net of
$37
of letters of credit. At
December 31, 2015
, the interest rates applicable to our ABL facility and accounts receivable securitization facility were
2.3 percent
and
1.1 percent
, respectively.
|
(2)
|
In 2015, we redeemed all of our 5
3
/
4
percent Senior Secured Notes and 8
3
/
8
percent Senior Subordinated Notes, and $
350
principal amount of our 8
1
/
4
percent Senior Notes. Upon redemption, we recognized an aggregate loss of $
121
in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the redeemed notes.
|
(3)
|
In 2015, URNA issued
$1.0
billion principal amount of 4
5
/
8
percent Senior Secured Notes and $
800
principal amount of 5
1
/
2
percent Senior Notes. See below for additional detail.
|
(4)
|
The 4 percent Convertible Senior Notes matured in 2015. During the year ended
December 31, 2015
, $
34
principal amount of the 4 percent Convertible Senior Notes was redeemed. We recognized a loss of approximately $
1
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.
|
(5)
|
In 2015, we adopted accounting guidance on the presentation of debt issuance costs. This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. Total debt as of
December 31, 2015
and
2014
is presented above in accordance with this new guidance. Under the new presentation, total debt as of
December 31, 2014
as presented above decreased by $
90
from the previously reported total debt.
|
•
|
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, 2015
, there were
$620
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 the fixed charge coverage ratio covenant under the ABL facility (if applicable).
|
2016
|
$
|
607
|
|
2017
|
24
|
|
|
2018
|
17
|
|
|
2019
|
9
|
|
|
2020
|
2,343
|
|
|
Thereafter
|
5,206
|
|
|
Total
|
$
|
8,206
|
|
|
Year ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Computed tax at statutory tax rate
|
$
|
337
|
|
|
$
|
297
|
|
|
$
|
212
|
|
State income taxes, net of federal tax benefit
|
41
|
|
|
22
|
|
|
15
|
|
|||
Non-deductible expenses and other
|
8
|
|
|
8
|
|
|
8
|
|
|||
Foreign taxes
|
(8
|
)
|
|
(17
|
)
|
|
(17
|
)
|
|||
Total
|
$
|
378
|
|
|
$
|
310
|
|
|
$
|
218
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||
Reserves and allowances
|
$
|
112
|
|
|
$
|
107
|
|
Intangibles
|
—
|
|
|
1
|
|
||
Debt cancellation and other
|
48
|
|
|
58
|
|
||
Net operating loss and credit carryforwards
|
73
|
|
|
237
|
|
||
Total deferred tax assets
|
233
|
|
|
403
|
|
||
Property and equipment
|
(1,714
|
)
|
|
(1,535
|
)
|
||
Intangibles
|
(272
|
)
|
|
(312
|
)
|
||
Valuation allowance
|
(12
|
)
|
|
—
|
|
||
Total deferred tax liability
|
(1,998
|
)
|
|
(1,847
|
)
|
||
Total deferred income tax liability (1)
|
$
|
(1,765
|
)
|
|
$
|
(1,444
|
)
|
|
2015
|
|
2014
|
||||
Balance at January 1
|
$
|
7
|
|
|
$
|
7
|
|
Additions for tax positions of prior years
|
1
|
|
|
—
|
|
||
Reductions for tax positions of prior years
|
(1
|
)
|
|
—
|
|
||
Settlements
|
(4
|
)
|
|
—
|
|
||
Balance at December 31
|
$
|
3
|
|
|
$
|
7
|
|
|
Real
Estate Leases |
|
Non-Rental
Equipment Leases |
||||
2016
|
$
|
100
|
|
|
$
|
38
|
|
2017
|
82
|
|
|
36
|
|
||
2018
|
63
|
|
|
29
|
|
||
2019
|
45
|
|
|
23
|
|
||
2020
|
26
|
|
|
23
|
|
||
Thereafter
|
44
|
|
|
—
|
|
||
Total
|
$
|
360
|
|
|
$
|
149
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Depreciation of rental equipment
|
$
|
20
|
|
|
$
|
20
|
|
|
$
|
22
|
|
Non-rental depreciation and amortization
|
3
|
|
|
4
|
|
|
5
|
|
|||
Rental equipment
|
186
|
|
|
177
|
|
|
|
|
|||
Less accumulated depreciation
|
(56
|
)
|
|
(45
|
)
|
|
|
|
|||
Rental equipment, net
|
130
|
|
|
132
|
|
|
|
|
|||
Property and equipment, net:
|
|
|
|
|
|
|
|||||
Non-rental vehicles
|
8
|
|
|
13
|
|
|
|
|
|||
Buildings
|
21
|
|
|
20
|
|
|
|
|
|||
Less accumulated depreciation and amortization
|
(16
|
)
|
|
(15
|
)
|
|
|
|
|||
Property and equipment, net
|
$
|
13
|
|
|
$
|
18
|
|
|
|
|
2016
|
$
|
38
|
|
2017
|
27
|
|
|
2018
|
19
|
|
|
2019
|
10
|
|
|
2020
|
4
|
|
|
Thereafter
|
9
|
|
|
Total
|
107
|
|
|
Less amount representing interest (1)
|
(11
|
)
|
|
Capital lease obligations
|
$
|
96
|
|
(1)
|
The weighted average interest rate on our capital lease obligations as of
December 31, 2015
was approximately
5.9 percent
.
|
|
Shares
|
|
Weighted-Average
Exercise Price |
|||
Outstanding at January 1, 2013
|
1,288
|
|
|
$
|
13.69
|
|
Granted
|
74
|
|
|
53.78
|
|
|
Exercised
|
(484
|
)
|
|
12.22
|
|
|
Canceled
|
(3
|
)
|
|
23.63
|
|
|
Outstanding at December 31, 2013
|
875
|
|
|
17.85
|
|
|
Granted
|
—
|
|
|
—
|
|
|
Exercised
|
(213
|
)
|
|
11.21
|
|
|
Canceled
|
(10
|
)
|
|
19.98
|
|
|
Outstanding at December 31, 2014
|
652
|
|
|
19.99
|
|
|
Granted
|
—
|
|
|
—
|
|
|
Exercised
|
(87
|
)
|
|
13.54
|
|
|
Canceled
|
(4
|
)
|
|
20.29
|
|
|
Outstanding at December 31, 2015
|
561
|
|
|
20.99
|
|
|
Exercisable at December 31, 2013
|
684
|
|
|
$
|
11.67
|
|
Exercisable at December 31, 2014
|
564
|
|
|
$
|
16.18
|
|
Exercisable at December 31, 2015
|
537
|
|
|
$
|
19.49
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Amount
Outstanding |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Weighted
Average Exercise Price |
|
Amount
Exercisable |
|
Weighted
Average Exercise Price |
||||||
$0.01-5.00
|
|
100
|
|
|
3.2
|
|
$
|
3.38
|
|
|
100
|
|
|
$
|
3.38
|
|
5.01-10.00
|
|
189
|
|
|
4.2
|
|
8.32
|
|
|
189
|
|
|
8.32
|
|
||
10.01-15.00
|
|
14
|
|
|
3.1
|
|
14.45
|
|
|
14
|
|
|
14.45
|
|
||
15.01-20.00
|
|
20
|
|
|
3.7
|
|
15.58
|
|
|
20
|
|
|
15.58
|
|
||
25.01-30.00
|
|
51
|
|
|
3.5
|
|
25.85
|
|
|
51
|
|
|
25.85
|
|
||
30.01-35.00
|
|
62
|
|
|
5.2
|
|
31.49
|
|
|
62
|
|
|
31.49
|
|
||
40.01-45.00
|
|
51
|
|
|
6.1
|
|
41.25
|
|
|
51
|
|
|
41.25
|
|
||
50.01-55.00
|
|
74
|
|
|
7.2
|
|
53.78
|
|
|
50
|
|
|
53.78
|
|
||
|
|
561
|
|
|
|
|
$
|
20.99
|
|
|
537
|
|
|
$
|
19.49
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Intrinsic value of options outstanding as of December 31
|
$
|
29
|
|
|
$
|
53
|
|
|
|
||
Intrinsic value of options exercisable as of December 31
|
28
|
|
|
48
|
|
|
|
||||
Intrinsic value of options exercised
|
7
|
|
|
17
|
|
|
21
|
|
|||
Weighted-average grant date fair value per option
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24.56
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
RSUs granted
|
463
|
|
|
805
|
|
|
894
|
|
|||
Weighted-average grant date price per unit
|
$
|
86.84
|
|
|
$
|
92.28
|
|
|
$
|
57.50
|
|
|
Stock Units
|
|
Weighted-Average
Grant Date Fair Value |
|||
Nonvested as of December 31, 2014
|
702
|
|
|
$
|
68.11
|
|
Granted
|
463
|
|
|
86.84
|
|
|
Vested
|
(599
|
)
|
|
68.75
|
|
|
Forfeited
|
(36
|
)
|
|
94.30
|
|
|
Nonvested as of December 31, 2015
|
530
|
|
|
$
|
81.94
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Full
Year |
||||||||||
For the year ended December 31, 2015 (1):
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
1,315
|
|
|
$
|
1,429
|
|
|
$
|
1,550
|
|
|
$
|
1,523
|
|
|
$
|
5,817
|
|
Gross profit
|
524
|
|
|
618
|
|
|
690
|
|
|
648
|
|
|
2,480
|
|
|||||
Operating income
|
300
|
|
|
375
|
|
|
446
|
|
|
397
|
|
|
1,518
|
|
|||||
Net income
|
115
|
|
|
86
|
|
|
215
|
|
|
169
|
|
|
585
|
|
|||||
Earnings per share—basic
|
1.19
|
|
|
0.89
|
|
|
2.28
|
|
|
1.82
|
|
|
6.14
|
|
|||||
Earnings per share—diluted (3)
|
1.16
|
|
|
0.88
|
|
|
2.25
|
|
|
1.81
|
|
|
6.07
|
|
|||||
For the year ended December 31, 2014 (2):
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
1,178
|
|
|
$
|
1,399
|
|
|
$
|
1,544
|
|
|
$
|
1,564
|
|
|
$
|
5,685
|
|
Gross profit
|
448
|
|
|
589
|
|
|
688
|
|
|
707
|
|
|
2,432
|
|
|||||
Operating income
|
218
|
|
|
325
|
|
|
422
|
|
|
426
|
|
|
1,391
|
|
|||||
Net income
|
60
|
|
|
94
|
|
|
192
|
|
|
194
|
|
|
540
|
|
|||||
Earnings per share—basic
|
0.63
|
|
|
0.98
|
|
|
1.95
|
|
|
1.96
|
|
|
5.54
|
|
|||||
Earnings per share—diluted (3)
|
0.56
|
|
|
0.90
|
|
|
1.84
|
|
|
1.88
|
|
|
5.15
|
|
(1)
|
The fourth quarter of
2015
includes a decrease in stock compensation, net of
$14
as compared to the fourth quarter of 2014 primarily due to lower than expected revenue and profitability. Additionally, as discussed in note
5
to our consolidated financial statements, in the fourth quarter of
2015
, we initiated a restructuring program in response to recent challenges in our operating environment. Though we expect solid industry growth in 2016, the restructuring program was initiated in an effort to reduce costs in an environment with continuing pressures on volume and pricing. We expect to complete the restructuring program in 2016, and recognized
$4
of costs for the program in the fourth quarter of
2015
. Additionally, during the fourth quarter of 2015, we reached agreement on a settlement that will provide us with a
$5
refund on previously paid property taxes. We recognized a reduction of
$5
in cost of equipment rentals, excluding depreciation, associated with the settlement during the fourth quarter of 2015. Additionally, our provision for income taxes for the fourth quarter of
2015
includes the impact of a
$5
increase in valuation allowances resulting from the enactment of Connecticut state limitations on net operating loss utilization.
|
(2)
|
The fourth quarter of
2014
includes an increase in bad debt expense of
$8
as compared to the fourth quarter of 2013 primarily due to improved receivable aging which reduced the expense in the fourth quarter of 2013. Additionally, the fourth quarter of
2014
includes an increase in stock compensation, net of $
14
as compared to the fourth quarter of 2013 primarily due to improved profitability which resulted in increased performance based stock compensation.
|
(3)
|
Diluted earnings 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, 2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
Merger related costs (4)
|
$
|
0.17
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.17
|
|
Merger related intangible asset amortization (5)
|
(0.32
|
)
|
|
(0.27
|
)
|
|
(0.28
|
)
|
|
(0.28
|
)
|
|
(1.15
|
)
|
|||||
Impact on depreciation related to acquired RSC fleet and property and equipment (6)
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.02
|
|
|||||
Impact of the fair value mark-up of acquired RSC fleet (7)
|
(0.04
|
)
|
|
(0.04
|
)
|
|
(0.04
|
)
|
|
(0.07
|
)
|
|
(0.19
|
)
|
|||||
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (8)
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.02
|
|
|||||
Restructuring charge (9)
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.03
|
)
|
|
(0.04
|
)
|
|||||
Loss on extinguishment of debt securities and amendment of ABL facility
|
(0.01
|
)
|
|
(0.76
|
)
|
|
—
|
|
|
—
|
|
|
(0.78
|
)
|
|||||
For the year ended December 31, 2014:
|
|
|
|
|
|
|
|
|
|
||||||||||
Merger related costs (4)
|
$
|
(0.01
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.02
|
|
|
$
|
(0.06
|
)
|
Merger related intangible asset amortization (5)
|
(0.22
|
)
|
|
(0.29
|
)
|
|
(0.29
|
)
|
|
(0.30
|
)
|
|
(1.10
|
)
|
|||||
Impact on depreciation related to acquired RSC fleet and property and equipment (6)
|
—
|
|
|
0.01
|
|
|
0.01
|
|
|
0.01
|
|
|
0.03
|
|
|||||
Impact of the fair value mark-up of acquired RSC fleet (7)
|
(0.05
|
)
|
|
(0.06
|
)
|
|
(0.05
|
)
|
|
(0.05
|
)
|
|
(0.21
|
)
|
|||||
Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (8)
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|
0.03
|
|
|||||
Restructuring charge (9)
|
(0.01
|
)
|
|
0.01
|
|
|
0.01
|
|
|
—
|
|
|
0.01
|
|
|||||
Loss on extinguishment of debt securities
|
(0.06
|
)
|
|
(0.38
|
)
|
|
(0.02
|
)
|
|
—
|
|
|
(0.46
|
)
|
(4)
|
This primarily reflects transaction costs associated with the National Pump acquisition discussed above. The income during the year ended
December 31, 2015
reflects a decline in the fair value of the contingent cash consideration component of the National Pump purchase price. For additional information concerning the National Pump acquisition, see note
3
to our consolidated financial statements.
|
(5)
|
This reflects the amortization of the intangible assets acquired in the RSC and National Pump acquisitions.
|
(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 associated with the fair value mark-up of rental equipment acquired in the RSC acquisition and subsequently sold.
|
(8)
|
This reflects a reduction of interest expense associated with the fair value mark-up of debt acquired in the RSC acquisition.
|
(9)
|
As discussed in note
5
to our consolidated financial statements, this reflects severance costs and branch closure charges associated with our closed restructuring programs and our current restructuring program.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income available to common stockholders
|
$
|
585
|
|
|
$
|
540
|
|
|
$
|
387
|
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic earnings per share—weighted-average common shares
|
95,170
|
|
|
97,489
|
|
|
93,436
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Employee stock options and warrants
|
300
|
|
|
394
|
|
|
504
|
|
|||
4 percent Convertible Senior Notes
|
660
|
|
|
6,386
|
|
|
11,769
|
|
|||
Restricted stock units
|
249
|
|
|
687
|
|
|
582
|
|
|||
Denominator for diluted earnings per share—adjusted weighted-average common shares
|
96,379
|
|
|
104,956
|
|
|
106,291
|
|
|||
Basic earnings per share
|
$
|
6.14
|
|
|
$
|
5.54
|
|
|
$
|
4.14
|
|
Diluted earnings per share
|
$
|
6.07
|
|
|
$
|
5.15
|
|
|
$
|
3.64
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
161
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
179
|
|
Accounts receivable, net
|
—
|
|
|
41
|
|
|
—
|
|
|
104
|
|
|
785
|
|
|
—
|
|
|
930
|
|
|||||||
Intercompany receivable (payable)
|
144
|
|
|
40
|
|
|
(176
|
)
|
|
(109
|
)
|
|
—
|
|
|
101
|
|
|
—
|
|
|||||||
Inventory
|
—
|
|
|
62
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|||||||
Prepaid expenses and other assets
|
—
|
|
|
98
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
116
|
|
|||||||
Total current assets
|
144
|
|
|
259
|
|
|
(176
|
)
|
|
181
|
|
|
785
|
|
|
101
|
|
|
1,294
|
|
|||||||
Rental equipment, net
|
—
|
|
|
5,657
|
|
|
—
|
|
|
529
|
|
|
—
|
|
|
—
|
|
|
6,186
|
|
|||||||
Property and equipment, net
|
45
|
|
|
334
|
|
|
20
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
445
|
|
|||||||
Investments in subsidiaries
|
1,307
|
|
|
958
|
|
|
924
|
|
|
—
|
|
|
—
|
|
|
(3,189
|
)
|
|
—
|
|
|||||||
Goodwill
|
—
|
|
|
3,000
|
|
|
—
|
|
|
243
|
|
|
—
|
|
|
—
|
|
|
3,243
|
|
|||||||
Other intangibles, net
|
—
|
|
|
838
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
905
|
|
|||||||
Other long-term assets
|
3
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||||
Total assets
|
$
|
1,499
|
|
|
$
|
11,053
|
|
|
$
|
768
|
|
|
$
|
1,066
|
|
|
$
|
785
|
|
|
$
|
(3,088
|
)
|
|
$
|
12,083
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|||||||||||||||||||||||||||
Short-term debt and current maturities of long-term debt
|
$
|
1
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
572
|
|
|
$
|
—
|
|
|
$
|
607
|
|
Accounts payable
|
—
|
|
|
237
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
271
|
|
|||||||
Accrued expenses and other liabilities
|
—
|
|
|
314
|
|
|
14
|
|
|
27
|
|
|
—
|
|
|
—
|
|
|
355
|
|
|||||||
Total current liabilities
|
1
|
|
|
585
|
|
|
14
|
|
|
61
|
|
|
572
|
|
|
—
|
|
|
1,233
|
|
|||||||
Long-term debt
|
4
|
|
|
7,430
|
|
|
110
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
7,555
|
|
|||||||
Deferred taxes
|
18
|
|
|
1,677
|
|
|
—
|
|
|
70
|
|
|
—
|
|
|
—
|
|
|
1,765
|
|
|||||||
Other long-term liabilities
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|||||||
Total liabilities
|
23
|
|
|
9,746
|
|
|
124
|
|
|
142
|
|
|
572
|
|
|
—
|
|
|
10,607
|
|
|||||||
Temporary equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total stockholders’ equity (deficit)
|
1,476
|
|
|
1,307
|
|
|
644
|
|
|
924
|
|
|
213
|
|
|
(3,088
|
)
|
|
1,476
|
|
|||||||
Total liabilities and stockholders’ equity (deficit)
|
$
|
1,499
|
|
|
$
|
11,053
|
|
|
$
|
768
|
|
|
$
|
1,066
|
|
|
$
|
785
|
|
|
$
|
(3,088
|
)
|
|
$
|
12,083
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
158
|
|
Accounts receivable, net
|
—
|
|
|
37
|
|
|
—
|
|
|
144
|
|
|
759
|
|
|
—
|
|
|
940
|
|
|||||||
Intercompany receivable (payable)
|
476
|
|
|
(428
|
)
|
|
(60
|
)
|
|
(109
|
)
|
|
—
|
|
|
121
|
|
|
—
|
|
|||||||
Inventory
|
—
|
|
|
69
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|||||||
Prepaid expenses and other assets
|
—
|
|
|
113
|
|
|
1
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|||||||
Total current assets
|
476
|
|
|
(201
|
)
|
|
(59
|
)
|
|
202
|
|
|
759
|
|
|
121
|
|
|
1,298
|
|
|||||||
Rental equipment, net
|
—
|
|
|
5,399
|
|
|
—
|
|
|
609
|
|
|
—
|
|
|
—
|
|
|
6,008
|
|
|||||||
Property and equipment, net
|
43
|
|
|
331
|
|
|
21
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
438
|
|
|||||||
Investments in subsidiaries
|
1,330
|
|
|
1,185
|
|
|
1,040
|
|
|
—
|
|
|
—
|
|
|
(3,555
|
)
|
|
—
|
|
|||||||
Goodwill
|
—
|
|
|
3,000
|
|
|
—
|
|
|
272
|
|
|
—
|
|
|
—
|
|
|
3,272
|
|
|||||||
Other intangibles, net
|
—
|
|
|
1,014
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|
1,106
|
|
|||||||
Other long-term assets
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||||
Total assets
|
$
|
1,849
|
|
|
$
|
10,735
|
|
|
$
|
1,002
|
|
|
$
|
1,218
|
|
|
$
|
759
|
|
|
$
|
(3,434
|
)
|
|
$
|
12,129
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|||||||||||||||||||||||||||
Short-term debt and current maturities of long-term debt
|
$
|
32
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
548
|
|
|
$
|
—
|
|
|
$
|
618
|
|
Accounts payable
|
—
|
|
|
248
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
285
|
|
|||||||
Accrued expenses and other liabilities
|
—
|
|
|
499
|
|
|
19
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
575
|
|
|||||||
Total current liabilities
|
32
|
|
|
785
|
|
|
19
|
|
|
94
|
|
|
548
|
|
|
—
|
|
|
1,478
|
|
|||||||
Long-term debt
|
—
|
|
|
7,208
|
|
|
130
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
7,344
|
|
|||||||
Deferred taxes
|
19
|
|
|
1,348
|
|
|
—
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
1,444
|
|
|||||||
Other long-term liabilities
|
—
|
|
|
64
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|||||||
Total liabilities
|
51
|
|
|
9,405
|
|
|
149
|
|
|
178
|
|
|
548
|
|
|
—
|
|
|
10,331
|
|
|||||||
Temporary equity
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
Total stockholders’ equity (deficit)
|
1,796
|
|
|
1,330
|
|
|
853
|
|
|
1,040
|
|
|
211
|
|
|
(3,434
|
)
|
|
1,796
|
|
|||||||
Total liabilities and stockholders’ equity (deficit)
|
$
|
1,849
|
|
|
$
|
10,735
|
|
|
$
|
1,002
|
|
|
$
|
1,218
|
|
|
$
|
759
|
|
|
$
|
(3,434
|
)
|
|
$
|
12,129
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equipment rentals
|
$
|
—
|
|
|
$
|
4,452
|
|
|
$
|
—
|
|
|
$
|
497
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,949
|
|
Sales of rental equipment
|
—
|
|
|
480
|
|
|
—
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
538
|
|
|||||||
Sales of new equipment
|
—
|
|
|
137
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
157
|
|
|||||||
Contractor supplies sales
|
—
|
|
|
69
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
79
|
|
|||||||
Service and other revenues
|
—
|
|
|
80
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|||||||
Total revenues
|
—
|
|
|
5,218
|
|
|
—
|
|
|
599
|
|
|
—
|
|
|
—
|
|
|
5,817
|
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
1,603
|
|
|
—
|
|
|
223
|
|
|
—
|
|
|
—
|
|
|
1,826
|
|
|||||||
Depreciation of rental equipment
|
—
|
|
|
881
|
|
|
—
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
976
|
|
|||||||
Cost of rental equipment sales
|
—
|
|
|
279
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
311
|
|
|||||||
Cost of new equipment sales
|
—
|
|
|
115
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
131
|
|
|||||||
Cost of contractor supplies sales
|
—
|
|
|
48
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|||||||
Cost of service and other revenues
|
—
|
|
|
33
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||||
Total cost of revenues
|
—
|
|
|
2,959
|
|
|
—
|
|
|
378
|
|
|
—
|
|
|
—
|
|
|
3,337
|
|
|||||||
Gross profit
|
—
|
|
|
2,259
|
|
|
—
|
|
|
221
|
|
|
—
|
|
|
—
|
|
|
2,480
|
|
|||||||
Selling, general and administrative expenses
|
5
|
|
|
596
|
|
|
1
|
|
|
79
|
|
|
33
|
|
|
—
|
|
|
714
|
|
|||||||
Merger related costs
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|||||||
Restructuring charge
|
—
|
|
|
5
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||
Non-rental depreciation and amortization
|
15
|
|
|
228
|
|
|
1
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
268
|
|
|||||||
Operating (loss) income
|
(20
|
)
|
|
1,456
|
|
|
(2
|
)
|
|
117
|
|
|
(33
|
)
|
|
—
|
|
|
1,518
|
|
|||||||
Interest (income) expense, net
|
(3
|
)
|
|
559
|
|
|
8
|
|
|
3
|
|
|
5
|
|
|
(5
|
)
|
|
567
|
|
|||||||
Other (income) expense, net (1)
|
(471
|
)
|
|
513
|
|
|
—
|
|
|
44
|
|
|
(98
|
)
|
|
—
|
|
|
(12
|
)
|
|||||||
Income (loss) before provision (benefit) for income taxes
|
454
|
|
|
384
|
|
|
(10
|
)
|
|
70
|
|
|
60
|
|
|
5
|
|
|
963
|
|
|||||||
Provision (benefit) for income taxes
|
201
|
|
|
141
|
|
|
(5
|
)
|
|
18
|
|
|
23
|
|
|
—
|
|
|
378
|
|
|||||||
Income (loss) before equity in net earnings (loss) of subsidiaries
|
253
|
|
|
243
|
|
|
(5
|
)
|
|
52
|
|
|
37
|
|
|
5
|
|
|
585
|
|
|||||||
Equity in net earnings (loss) of subsidiaries
|
332
|
|
|
89
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
(473
|
)
|
|
—
|
|
|||||||
Net income (loss)
|
585
|
|
|
332
|
|
|
47
|
|
|
52
|
|
|
37
|
|
|
(468
|
)
|
|
585
|
|
|||||||
Other comprehensive (loss) income
|
(176
|
)
|
|
(176
|
)
|
|
(175
|
)
|
|
(139
|
)
|
|
—
|
|
|
490
|
|
|
(176
|
)
|
|||||||
Comprehensive income (loss)
|
$
|
409
|
|
|
$
|
156
|
|
|
$
|
(128
|
)
|
|
$
|
(87
|
)
|
|
$
|
37
|
|
|
$
|
22
|
|
|
$
|
409
|
|
(1)
|
Other (income) expense, net includes an adjustment to the amount of royalties Holdings receives from URNA and its subsidiaries as discussed above (see Item 7- Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources- Relationship between Holdings and URNA).
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equipment rentals
|
$
|
—
|
|
|
$
|
4,217
|
|
|
$
|
—
|
|
|
$
|
602
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,819
|
|
Sales of rental equipment
|
—
|
|
|
478
|
|
|
—
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
544
|
|
|||||||
Sales of new equipment
|
—
|
|
|
124
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
149
|
|
|||||||
Contractor supplies sales
|
—
|
|
|
70
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|||||||
Service and other revenues
|
—
|
|
|
73
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|||||||
Total revenues
|
—
|
|
|
4,962
|
|
|
—
|
|
|
723
|
|
|
—
|
|
|
—
|
|
|
5,685
|
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
1,558
|
|
|
—
|
|
|
248
|
|
|
—
|
|
|
—
|
|
|
1,806
|
|
|||||||
Depreciation of rental equipment
|
—
|
|
|
820
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
921
|
|
|||||||
Cost of rental equipment sales
|
—
|
|
|
277
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
315
|
|
|||||||
Cost of new equipment sales
|
—
|
|
|
101
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
120
|
|
|||||||
Cost of contractor supplies sales
|
—
|
|
|
49
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|||||||
Cost of service and other revenues
|
—
|
|
|
27
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|||||||
Total cost of revenues
|
—
|
|
|
2,832
|
|
|
—
|
|
|
421
|
|
|
—
|
|
|
—
|
|
|
3,253
|
|
|||||||
Gross profit
|
—
|
|
|
2,130
|
|
|
—
|
|
|
302
|
|
|
—
|
|
|
—
|
|
|
2,432
|
|
|||||||
Selling, general and administrative expenses
|
55
|
|
|
607
|
|
|
3
|
|
|
84
|
|
|
9
|
|
|
—
|
|
|
758
|
|
|||||||
Merger related costs
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||||
Restructuring charge
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||||
Non-rental depreciation and amortization
|
17
|
|
|
226
|
|
|
1
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
273
|
|
|||||||
Operating (loss) income
|
(72
|
)
|
|
1,287
|
|
|
(4
|
)
|
|
189
|
|
|
(9
|
)
|
|
—
|
|
|
1,391
|
|
|||||||
Interest expense (income), net
|
9
|
|
|
538
|
|
|
5
|
|
|
4
|
|
|
5
|
|
|
(6
|
)
|
|
555
|
|
|||||||
Other (income) expense, net
|
(149
|
)
|
|
212
|
|
|
(3
|
)
|
|
17
|
|
|
(91
|
)
|
|
—
|
|
|
(14
|
)
|
|||||||
Income (loss) before provision for income taxes
|
68
|
|
|
537
|
|
|
(6
|
)
|
|
168
|
|
|
77
|
|
|
6
|
|
|
850
|
|
|||||||
Provision for income taxes
|
1
|
|
|
236
|
|
|
—
|
|
|
43
|
|
|
30
|
|
|
—
|
|
|
310
|
|
|||||||
Income (loss) before equity in net earnings (loss) of subsidiaries
|
67
|
|
|
301
|
|
|
(6
|
)
|
|
125
|
|
|
47
|
|
|
6
|
|
|
540
|
|
|||||||
Equity in net earnings (loss) of subsidiaries
|
473
|
|
|
172
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
(770
|
)
|
|
—
|
|
|||||||
Net income (loss)
|
540
|
|
|
473
|
|
|
119
|
|
|
125
|
|
|
47
|
|
|
(764
|
)
|
|
540
|
|
|||||||
Other comprehensive (loss) income
|
(93
|
)
|
|
(93
|
)
|
|
(90
|
)
|
|
(72
|
)
|
|
—
|
|
|
255
|
|
|
(93
|
)
|
|||||||
Comprehensive income (loss)
|
$
|
447
|
|
|
$
|
380
|
|
|
$
|
29
|
|
|
$
|
53
|
|
|
$
|
47
|
|
|
$
|
(509
|
)
|
|
$
|
447
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV (1)
|
|
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
|
|
|||||||
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 (loss) 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
|
|
Eliminations
|
|
Total
|
||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
13
|
|
|
$
|
1,804
|
|
|
$
|
(3
|
)
|
|
$
|
170
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
1,995
|
|
Net cash used in investing activities
|
(13
|
)
|
|
(1,035
|
)
|
|
—
|
|
|
(122
|
)
|
|
—
|
|
|
—
|
|
|
(1,170
|
)
|
|||||||
Net cash (used in) provided by financing activities
|
—
|
|
|
(759
|
)
|
|
3
|
|
|
(8
|
)
|
|
(11
|
)
|
|
—
|
|
|
(775
|
)
|
|||||||
Effect of foreign exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|||||||
Net increase in cash and cash equivalents
|
—
|
|
|
10
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
8
|
|
|
—
|
|
|
150
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
—
|
|
|
$
|
161
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
179
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
13
|
|
|
$
|
1,644
|
|
|
$
|
4
|
|
|
$
|
223
|
|
|
$
|
(83
|
)
|
|
$
|
—
|
|
|
$
|
1,801
|
|
Net cash used in investing activities
|
(13
|
)
|
|
(1,773
|
)
|
|
—
|
|
|
(214
|
)
|
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
—
|
|
|
120
|
|
|
(4
|
)
|
|
(3
|
)
|
|
83
|
|
|
—
|
|
|
196
|
|
|||||||
Effect of foreign exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|||||||
Net decrease in cash and cash equivalents
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
17
|
|
|
—
|
|
|
158
|
|
|
—
|
|
|
—
|
|
|
175
|
|
|||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
150
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
158
|
|
|
|
|
|
|
|
|
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 rate
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
|
Description
|
|
Balance at
Beginning of Period |
|
Charged to
Costs and Expenses |
|
Deductions
|
|
Balance
at End of Period |
||||||||
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
43
|
|
|
$
|
32
|
|
|
$
|
20
|
|
(a)
|
$
|
55
|
|
Reserve for obsolescence and shrinkage
|
|
3
|
|
|
18
|
|
|
17
|
|
(b)
|
4
|
|
||||
Self-insurance reserve
|
|
92
|
|
|
110
|
|
|
112
|
|
(c)
|
90
|
|
||||
Year ended December 31, 2014:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
49
|
|
|
$
|
13
|
|
|
$
|
19
|
|
(a)
|
$
|
43
|
|
Reserve for obsolescence and shrinkage
|
|
3
|
|
|
18
|
|
|
18
|
|
(b)
|
3
|
|
||||
Self-insurance reserve
|
|
94
|
|
|
105
|
|
|
107
|
|
(c)
|
92
|
|
||||
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
|
|
(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)
|
|
|
|
|
2
|
|
(c)
|
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. Report on Form 8-K filed on March 10, 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. 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)
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
4
|
|
(b)
|
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
|
|
(c)
|
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, 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
|
|
(d)
|
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
|
|
(e)
|
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
|
|
(f)
|
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)
|
|
|
|
|
4
|
|
(g)
|
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. Report on Form 8-K filed on January 20, 2011)
|
|
|
|
|
4
|
|
(h)
|
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 Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.10 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
|
|
|
|
|
4
|
|
(i)
|
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 Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.11 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012)
|
|
|
|
|
4
|
|
(j)
|
Indenture, dated as of March 26, 2014, among United Rentals (North America), Inc., United Rentals, Inc., United Rentals (North America), Inc.’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including the Form of 2024 Note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Report on Form 8-K filed on March 26, 2014)
|
|
|
|
|
4
|
|
(k)
|
Indenture for the 4
5
/
8
percent Notes, dated as of March 26, 2015, among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee and Notes Collateral Agent (including the Form of 2023 Note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on March 26, 2015)
|
|
|
|
|
4
|
|
(l)
|
Indenture for the 5
1
/
2
percent Notes, dated as of March 26, 2015, among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including the Form of 2025 Note) (incorporated by reference to Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on March 26, 2015)
|
|
|
|
|
10
|
|
(a)
|
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
|
|
(b)
|
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
|
|
(c)
|
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)‡
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
10
|
|
(d)
|
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
|
|
(e)
|
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
|
|
(f)
|
United Rentals, Inc. 2014 Annual Incentive Compensation Plan, (incorporated by reference to Appendix B of the United Rentals, Inc. Proxy Statement on Schedule 14A filed on March 26, 2014)‡
|
|
|
|
|
10
|
|
(g)
|
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)‡
|
|
|
|
|
10
|
|
(h)
|
United Rentals, Inc. Second Amended and Restated 2010 Long Term Incentive Plan (incorporated by reference to Appendix C of the United Rentals, Inc. Proxy Statement on Schedule 14A filed on March 26, 2014)‡
|
|
|
|
|
10
|
|
(i)
|
Form of United Rentals, Inc. Restricted Stock Unit Agreement for Senior Management; effective for grants of awards beginning in 2015 (incorporated by reference to Exhibit 10(h) on Form 10-Q for the quarter ended March 31, 2015)‡
|
|
|
|
|
10
|
|
(j)
|
Form of United Rentals, Inc. 2015 Performance-Based Restricted Stock Unit Agreement for Senior Management (incorporated by reference to Exhibit 10(i) on Form 10-Q for the quarter ended March 31, 2015)‡
|
|
|
|
|
10
|
|
(k)
|
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
|
|
(l)
|
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
|
|
(m)
|
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
|
|
(n)
|
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
|
|
(o)
|
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
|
|
(p)
|
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
|
|
(q)
|
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
|
|
(r)
|
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
|
|
(s)
|
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
|
|
(t)
|
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)‡
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
10
|
|
(u)
|
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
|
|
(v)
|
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 March 21, 2016, are hereby incorporated by reference‡
|
|
|
|
|
10
|
|
(w)
|
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
|
|
(x)
|
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
|
|
(y)
|
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
|
|
(z)
|
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)‡
|
|
|
|
|
10
|
|
(aa)
|
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
|
|
(bb)
|
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
|
|
(cc)
|
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
|
|
(dd)
|
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
|
|
(ee)
|
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
|
|
(ff)
|
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
|
|
(gg)
|
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
|
|
(hh)
|
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
|
|
(ii)
|
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
|
|
(jj)
|
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)‡
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
10
|
|
(kk)
|
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
|
|
(ll)
|
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
|
|
(mm)
|
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
|
|
(nn)
|
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
|
|
(oo)
|
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
|
|
(pp)
|
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
|
|
(qq)
|
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) ‡
|
|
|
|
|
10
|
|
(rr)
|
Employment Agreement, effective as of December 1, 2014 between United Rentals, Inc. and Jessica Graziano‡
|
|
|
|
|
10
|
|
(ss)*
|
Employment Agreement, effective as of January 20, 2016 between United Rentals, Inc. and Jeffrey Fenton‡
|
|
|
|
|
10
|
|
(tt)*
|
Employment Agreement, effective as of January 20, 2016 between United Rentals, Inc. and Craig Pintoff‡
|
|
|
|
|
10
|
|
(uu)
|
Form of Indemnification Agreement for Executive Officers and Directors (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended September 30, 2014)‡
|
|
|
|
|
10
|
|
(vv)
|
Second Amended and Restated Credit Agreement, dated as of March 31, 2015, among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. referred to therein, United Rentals of Canada, Inc., United Rentals Financing Limited Partnership, Bank of America, N.A., and the other financial institutions referred to therein (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on April 1, 2015)
|
|
|
|
|
10
|
|
(ww)
|
Second Amended and Restated U.S. Security Agreement, dated as of March 31, 2015, among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. referred to therein 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 April 1, 2015)
|
|
|
|
|
10
|
|
(xx)
|
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
|
|
(yy)
|
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
|
|
(zz)
|
Second Amended and Restated U.S. Guarantee Agreement, dated as of March 31, 2015, among United Rentals, Inc., United Rentals (North America), Inc., and certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. referred to therein in favor of 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 April 1, 2015)
|
Exhibit
Number |
|
Description of Exhibit
|
|
|
|
|
|
10
|
|
(aaa)
|
Second Amended and Restated Canadian Security Agreement, dated as of March 31, 2015, among United Rentals of Canada, Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. 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 April 1, 2015)
|
|
|
|
|
10
|
|
(bbb)
|
Second Amended and Restated Canadian URFLP Guarantee Agreement, dated as of March 31, 2015, by United Rentals of Nova Scotia (No. 1), ULC and United Rentals of Nova Scotia (No. 2), ULC in favor of the U.S. secured parties referred to therein (incorporated by reference to Exhibit 10.5 of the United Rentals, Inc. Report on Form 8-K filed on April 1, 2015)
|
|
|
|
|
10
|
|
(ccc)
|
Second Amended and Restated Canadian Guarantee Agreement, dated as of March 31, 2015, by United Rentals of Canada, Inc. and certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. referred to therein in favor of the Canadian secured parties referred to therein (incorporated by reference to Exhibit 10.6 of the United Rentals, Inc. Report on Form 8-K filed on April 1, 2015)
|
|
|
|
|
10
|
|
(ddd)
|
Amended and Restated Security Agreement, dated as of March 26, 2015, 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 March 26, 2015)
|
|
|
|
|
10
|
|
(eee)
|
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
|
|
(fff)
|
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)
|
|
|
|
|
10
|
|
(ggg)
|
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)
|
|
|
|
|
10
|
|
(hhh)
|
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)
|
|
|
|
|
10
|
|
(iii)
|
Amendment No. 3 to the Third Amended and Restated Receivables Purchase Agreement, dated as of September 18, 2014, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank 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 19, 2014)
|
|
|
|
|
10
|
|
(jjj)
|
Assignment and Acceptance Agreement and Amendment No. 4 to the Third Amended and Restated Receivables Purchase Agreement and Amendment No. 2 to the Third Amended and Restated Purchase and Contribution Agreement, dated as of September 1, 2015, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, and Bank of Montreal (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Form 8-K filed on September 2, 2015)
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
10
|
|
(kkk)
|
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)
|
|
|
|
|
10
|
|
(lll)
|
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)
|
|
|
|
|
10
|
|
(mmm)
|
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)
|
|
|
|
|
10
|
|
(nnn)
|
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 notes trustee and 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)
|
|
|
|
|
12
|
|
*
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
|
21
|
|
*
|
Subsidiaries of United Rentals, Inc.
|
|
|
|
|
23
|
|
*
|
Consent of Ernst & Young LLP
|
|
|
|
|
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 Annual Report on Form 10-K for the Company and URNA, for the year ended December 31, 2015, filed on January 27, 2016, 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, (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.
|
‡
|
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.
|
|
|
|
UNITED RENTALS, INC.
|
|
Date:
|
January 27, 2016
|
|
By:
|
/s/ M
ICHAEL
J. K
NEELAND
|
|
|
|
|
Michael J. Kneeland, Chief Executive Officer
|
Signatures
|
|
Title
|
|
Date
|
/
S
/ J
ENNE
K. B
RITELL
|
|
Chairman
|
|
January 27, 2016
|
Jenne K. Britell
|
|
|
|
|
|
|
|
|
|
/
S
/ J
OSÉ
B. A
LVAREZ
|
|
Director
|
|
January 27, 2016
|
José B. Alvarez
|
|
|
|
|
|
|
|
|
|
/
S
/ B
OBBY
J. G
RIFFIN
|
|
Director
|
|
January 27, 2016
|
Bobby J. Griffin
|
|
|
|
|
|
|
|
|
|
/
S
/ S
INGLETON
B. M
C
A
LLISTER
|
|
Director
|
|
January 27, 2016
|
Singleton B. McAllister
|
|
|
|
|
|
|
|
|
|
/
S
/ B
RIAN
D. M
C
A
ULEY
|
|
Director
|
|
January 27, 2016
|
Brian D. McAuley
|
|
|
|
|
|
|
|
|
|
/
S
/ J
OHN
S. M
C
K
INNEY
|
|
Director
|
|
January 27, 2016
|
John S. McKinney
|
|
|
|
|
|
|
|
|
|
/
S
/ J
ASON
D. P
APASTAVROU
|
|
Director
|
|
January 27, 2016
|
Jason D. Papastavrou
|
|
|
|
|
|
|
|
|
|
/
S
/ F
ILIPPO
P
ASSERINI
|
|
Director
|
|
January 27, 2016
|
Filippo Passerini
|
|
|
|
|
|
|
|
|
|
/
S
/ D
ONALD
C. R
OOF
|
|
Director
|
|
January 27, 2016
|
Donald C. Roof
|
|
|
|
|
|
|
|
|
|
/
S
/ L. “K
EITH
” W
IMBUSH
|
|
Director
|
|
January 27, 2016
|
L. “Keith” Wimbush
|
|
|
|
|
|
|
|
|
|
/
S
/ M
ICHAEL
J. K
NEELAND
|
|
Director and Chief Executive Officer (Principal Executive Officer)
|
|
January 27, 2016
|
Michael J. Kneeland
|
|
|
|
|
|
|
|
|
|
/
S
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ILLIAM
B. P
LUMMER
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Chief Financial Officer (Principal Financial Officer)
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January 27, 2016
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William B. Plummer
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S
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ESSICA
T. G
RAZIANO
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Vice President, Controller (Principal Accounting Officer)
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January 27, 2016
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Jessica T. Graziano
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UNITED RENTALS, INC.
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EXECUTIVE:
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By:
/s/ Michael Kneeland
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/s/ Jeffrey Fenton
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Name: Michael Kneeland
Title: President and CEO
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Jeffrey Fenton
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UNITED RENTALS, INC.
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EXECUTIVE:
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By:
/s/ Michael Kneeland
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/s/ Craig Pintoff
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Name: Michael Kneeland
Title: President and CEO
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Craig Pintoff
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Year Ended December 31,
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2011
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2012
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2013
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2014
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2015
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Earnings:
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Income before provision for income taxes
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$
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164
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$
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88
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$
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605
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$
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850
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$
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963
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Add:
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Fixed charges, net of capitalized interest
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271
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504
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521
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520
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492
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Total earnings available for fixed charges
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435
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592
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1,126
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1,370
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1,455
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Fixed charges (1):
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Interest expense, net
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228
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512
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475
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555
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567
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Add back interest income, which is netted in interest expense
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1
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2
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1
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2
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2
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Add back refinance charges/gains (losses) on bond repurchases/retirement of subordinated convertible debentures, included in interest expense
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(5
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)
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(72
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)
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(3
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)
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(80
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)
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(123
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)
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Interest expense—subordinated convertible debentures
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7
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4
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3
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—
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—
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Capitalized interest
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—
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—
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—
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—
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—
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Interest component of rent expense
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40
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58
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45
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43
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46
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Fixed charges
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$
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271
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$
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504
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$
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521
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$
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520
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$
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492
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Ratio of earnings to fixed charges
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1.6x
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1.2x
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2.2x
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2.6x
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3.0x
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(1)
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Fixed charges consist of interest expense, which includes amortization of deferred finance charges, interest expense-subordinated debentures, capitalized interest and imputed interest on our lease obligations. The interest component of rent was determined based on an estimate of a reasonable interest factor at the inception of the leases.
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Name of Company
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Jurisdiction
of Incorporation |
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UNITED RENTALS, INC. (f/k/a United Rentals Holdings, Inc.)
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Delaware
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A. United Rentals (North America), Inc. (f/k/a UR Merger Sub Corporation)
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Delaware
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1. United Rentals Highway Technologies Gulf, LLC (f/k/a United Rentals Highway
Technologies Gulf, Inc.) |
Delaware
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(a) United Rentals of Canada, Inc.
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Ontario
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2. United Rentals (Delaware), Inc.
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Delaware
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(a) United Rentals of Nova Scotia (No.1), ULC
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Nova Scotia
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(b) United Rentals of Nova Scotia (No.2), ULC
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Nova Scotia
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(i) United Rentals Financing Limited Partnership
(United Rentals of Nova Scotia (No. 1), ULC is 96.807% General Partner and United Rentals of Nova Scotia (No. 2), ULC is 3.193% Limited Partner) |
Delaware |
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(ii) UR Canadian Financing Partnership
(United Rentals Financing Limited Partnership is 99.898% Managing Partner, United Rentals Nova Scotia (No.2), ULC is 0.102% Non-Managing Partner) |
Nova Scotia |
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3. United Rentals Realty, LLC
(United Rentals (North America), Inc. is the sole member and United Rentals, Inc. is the manager) |
Delaware
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4. United Rentals Receivables LLC II
(United Rentals (North America), Inc. is the sole member and United Rentals, Inc. is the manager) |
Delaware
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(1)
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Registration Statement (Form S-8 No. 333-70345) pertaining to the 1997 Stock Option Plan, 1998 Stock Option Plan, and 1998 Supplemental Stock Option Plan of United Rentals, Inc.,
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(2)
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Registration Statement (Form S-8 No. 333-133256) pertaining to the 1998 Stock Option Plan, and 1998 Supplemental Stock Option Plan of United Rentals, Inc.,
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(3)
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Registration Statement (Form S-8 No. 333-60458) pertaining to the 2001 Stock Plan of United Rentals, Inc.,
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(4)
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Registration Statement (Form S-8 No. 333-139589) pertaining to the 2001 Comprehensive Stock Plan of United Rentals, Inc.,
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(5)
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Registration Statement (Form S-8 No. 333-113787) pertaining to the 2001 Senior Stock Plan of United Rentals, Inc.,
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(6)
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Registration Statement (Form S-8 No. 333-116882) pertaining to the Deferred Compensation Plan for Directors of United Rentals, Inc.,
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(7)
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Registration Statement (Form S-8 No. 333-166743) pertaining to the 2010 Long Term Incentive Plan of United Rentals, Inc.,
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(8)
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Registration Statement (Form S-8 No. 333-182008) pertaining to the 2010 Long Term Incentive Plan of United Rentals, Inc.,
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(9)
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Registration Statement (Form S-8 No. 333-181084) pertaining to the RSC Holdings Inc. Amended and Restated Stock Incentive Plan
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(10)
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Registration Statement (Form S-8 No. 333-195773) pertaining to the 2010 Long Term Incentive Plan of United Rentals, Inc., and
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(11)
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Registration Statement (Form S-3 No. 333-201927) and in the related Prospectus for the registration of United Rentals, Inc. debt securities, shares of common stock, rights, shares of preferred stock, and warrants and United Rentals (North America), Inc. debt securities
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1.
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I have reviewed this Annual Report on Form 10-K of United Rentals, Inc. and United Rentals (North America), Inc. for the year ended
December 31, 2015
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;
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4.
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The registrants’ other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrants’ most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting; and
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5.
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The registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.
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January 27, 2016
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S
/ M
ICHAEL
J. K
NEELAND
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Michael J. Kneeland
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Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of United Rentals, Inc. and United Rentals (North America), Inc. for the year ended
December 31, 2015
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;
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4.
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The registrants’ other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants and have:
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a)
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designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrants’ most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting; and
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5.
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The registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.
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January 27, 2016
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/s/ W
ILLIAM
B. P
LUMMER
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William B. Plummer
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Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m); and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.
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/s/ M
ICHAEL
J. K
NEELAND
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Michael J. Kneeland
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Chief Executive Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m); and
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2.
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.
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/s/ W
ILLIAM
B. P
LUMMER
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William B. Plummer
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Chief Financial Officer
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