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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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06-1522496
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Delaware
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86-0933835
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(States of Incorporation)
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(I.R.S. Employer Identification Nos.)
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100 First Stamford Place, Suite 700
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Stamford
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Connecticut
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06902
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $.01 par value, of United Rentals, Inc.
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URI
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New York Stock Exchange
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Large Accelerated Filer
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x
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Accelerated Filer
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o
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Non-Accelerated Filer
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o
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Smaller Reporting Company
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☐
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Emerging Growth Company
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☐
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Page
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PART I
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Item 1
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Item 2
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Item 3
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Item 4
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PART II
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Item 1
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Item 1A
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Item 2
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Item 6
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•
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the possibility that companies that we have acquired or may acquire, including BakerCorp International Holdings, Inc. (“BakerCorp”) and Vander Holding Corporation and its subsidiaries (“BlueLine”), could have undiscovered liabilities or involve other unexpected costs, may strain our management capabilities or may be difficult to integrate;
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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;
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our significant indebtedness (which totaled $11.7 billion at June 30, 2019) requires us to use a substantial portion of our cash flow for debt service and can constrain our flexibility in responding to unanticipated or adverse business conditions;
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•
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inability to refinance our indebtedness on terms that are favorable to us, or at all;
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incurrence of additional debt, which could exacerbate the risks associated with our current level of indebtedness;
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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;
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restrictive covenants and amount of borrowings permitted in our debt instruments, which can limit our financial and operational flexibility;
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•
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overcapacity of fleet in the equipment rental industry;
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•
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inability to benefit from government spending, including spending associated with infrastructure projects;
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•
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fluctuations in the price of our common stock and inability to complete stock repurchases in the time frame and/or on the terms anticipated;
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•
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rates we charge and time utilization we achieve being less than anticipated;
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•
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inability to manage credit risk adequately or to collect on contracts with a large number of customers;
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•
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inability to access the capital that our businesses or growth plans may require;
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•
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incurrence of impairment charges;
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•
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trends in oil and natural gas could adversely affect the demand for our services and products;
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•
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the fact that our holding company structure requires us to depend in part on distributions from subsidiaries and such distributions could be limited by contractual or legal restrictions;
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increases in our loss reserves to address business operations or other claims and any claims that exceed our established levels of reserves;
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•
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incurrence of additional expenses (including indemnification obligations) and other costs in connection with litigation, regulatory and investigatory matters;
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•
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the outcome or other potential consequences of regulatory matters and commercial litigation;
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•
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shortfalls in our insurance coverage;
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•
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our charter provisions as well as provisions of certain debt agreements and our significant indebtedness may have the effect of making more difficult or otherwise discouraging, delaying or deterring a takeover or other change of control of us;
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turnover in our management team and inability to attract and retain key personnel;
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•
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costs we incur being more than anticipated, and the inability to realize expected savings in the amounts or time frames planned;
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dependence on key suppliers to obtain equipment and other supplies for our business on acceptable terms;
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inability to sell our new or used fleet in the amounts, or at the prices, we expect;
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competition from existing and new competitors;
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risks related to security breaches, cybersecurity attacks, failure to protect personal information, compliance with data protection laws and other significant disruptions in our information technology systems;
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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 (including as a result of Brexit), and tariffs;
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labor disputes, work stoppages or other labor difficulties, which may impact our productivity, and potential enactment of new legislation or other changes in law affecting our labor relations or operations generally;
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increases in our maintenance and replacement costs and/or decreases in the residual value of our equipment; and
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•
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the effect of changes in tax law.
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Item 1.
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Financial Statements
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June 30, 2019
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December 31, 2018
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(unaudited)
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ASSETS
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Cash and cash equivalents
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$
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75
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$
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43
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Accounts receivable, net of allowance for doubtful accounts of $107 at June 30, 2019 and $93 at December 31, 2018
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1,525
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1,545
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Inventory
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135
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109
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Prepaid expenses and other assets
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105
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64
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Total current assets
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1,840
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1,761
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Rental equipment, net
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9,839
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9,600
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Property and equipment, net
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578
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614
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Goodwill
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5,134
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5,058
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Other intangible assets, net
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1,019
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1,084
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Operating lease right-of-use assets (note 8)
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619
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—
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Other long-term assets
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18
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16
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Total assets
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$
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19,047
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$
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18,133
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LIABILITIES AND STOCKHOLDERS’ EQUITY
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Short-term debt and current maturities of long-term debt
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$
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995
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$
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903
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Accounts payable
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752
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536
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Accrued expenses and other liabilities
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788
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677
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Total current liabilities
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2,535
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2,116
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Long-term debt
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10,700
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10,844
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Deferred taxes
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1,743
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1,687
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Operating lease liabilities (note 8)
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497
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—
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Other long-term liabilities
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94
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83
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Total liabilities
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15,569
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14,730
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Common stock—$0.01 par value, 500,000,000 shares authorized, 113,741,001 and 77,431,831 shares issued and outstanding, respectively, at June 30, 2019 and 112,907,209 and 79,872,956 shares issued and outstanding, respectively, at December 31, 2018
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1
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1
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Additional paid-in capital
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2,415
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2,408
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Retained earnings
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4,546
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4,101
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Treasury stock at cost—36,309,170 and 33,034,253 shares at June 30, 2019 and December 31, 2018, respectively
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(3,290
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)
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(2,870
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)
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Accumulated other comprehensive loss
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(194
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)
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(237
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)
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Total stockholders’ equity
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3,478
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3,403
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Total liabilities and stockholders’ equity
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$
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19,047
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$
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18,133
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Three Months Ended
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Six Months Ended
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June 30,
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June 30,
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2019
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2018
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2019
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2018
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Revenues:
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Equipment rentals
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$
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1,960
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$
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1,631
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$
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3,755
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$
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3,090
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Sales of rental equipment
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197
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157
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389
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338
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Sales of new equipment
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60
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44
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122
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86
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Contractor supplies sales
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27
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24
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51
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42
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Service and other revenues
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46
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35
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90
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69
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Total revenues
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2,290
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1,891
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4,407
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3,625
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Cost of revenues:
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Cost of equipment rentals, excluding depreciation
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769
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620
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1,511
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1,212
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Depreciation of rental equipment
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399
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323
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794
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645
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Cost of rental equipment sales
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116
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|
92
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241
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199
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Cost of new equipment sales
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51
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|
38
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105
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75
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Cost of contractor supplies sales
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19
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16
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|
36
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28
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||||
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Cost of service and other revenues
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25
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|
20
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48
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|
|
38
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||||
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Total cost of revenues
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1,379
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|
|
1,109
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|
2,735
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|
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2,197
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Gross profit
|
911
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|
|
782
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|
|
1,672
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|
|
1,428
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||||
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Selling, general and administrative expenses
|
271
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|
|
239
|
|
|
551
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|
|
471
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|
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Merger related costs
|
—
|
|
|
2
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|
|
1
|
|
|
3
|
|
||||
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Restructuring charge
|
6
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|
|
4
|
|
|
14
|
|
|
6
|
|
||||
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Non-rental depreciation and amortization
|
105
|
|
|
67
|
|
|
209
|
|
|
138
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|
||||
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Operating income
|
529
|
|
|
470
|
|
|
897
|
|
|
810
|
|
||||
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Interest expense, net
|
180
|
|
|
112
|
|
|
331
|
|
|
221
|
|
||||
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Other income, net
|
(2
|
)
|
|
(1
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)
|
|
(5
|
)
|
|
(2
|
)
|
||||
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Income before provision for income taxes
|
351
|
|
|
359
|
|
|
571
|
|
|
591
|
|
||||
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Provision for income taxes
|
81
|
|
|
89
|
|
|
126
|
|
|
138
|
|
||||
|
Net income
|
$
|
270
|
|
|
$
|
270
|
|
|
$
|
445
|
|
|
$
|
453
|
|
|
Basic earnings per share
|
$
|
3.45
|
|
|
$
|
3.22
|
|
|
$
|
5.65
|
|
|
$
|
5.40
|
|
|
Diluted earnings per share
|
$
|
3.44
|
|
|
$
|
3.20
|
|
|
$
|
5.62
|
|
|
$
|
5.34
|
|
|
|
Three Months Ended
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Six Months Ended
|
||||||||||||
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|
June 30,
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|
June 30,
|
||||||||||||
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|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
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Net income
|
$
|
270
|
|
|
$
|
270
|
|
|
$
|
445
|
|
|
$
|
453
|
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
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Foreign currency translation adjustments (1)
|
22
|
|
|
(21
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)
|
|
42
|
|
|
(46
|
)
|
||||
|
Fixed price diesel swaps
|
—
|
|
|
1
|
|
|
1
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|
|
1
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|
||||
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Other comprehensive income (loss)
|
22
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|
|
(20
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)
|
|
43
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|
|
(45
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)
|
||||
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Comprehensive income (1)
|
$
|
292
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|
|
$
|
250
|
|
|
$
|
488
|
|
|
$
|
408
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|
|
|
Three Months Ended June 30, 2019
|
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Common Stock
|
|
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|
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Treasury Stock
|
|
|
||||||||||||||||
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Number of
Shares (1)
|
|
Amount
|
|
Additional Paid-in
Capital
|
|
Retained Earnings
|
|
Number of
Shares
|
|
Amount
|
|
Accumulated Other Comprehensive Loss (2)
|
||||||||||||
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Balance at March 31, 2019
|
79
|
|
|
$
|
1
|
|
|
$
|
2,394
|
|
|
$
|
4,276
|
|
|
35
|
|
|
$
|
(3,080
|
)
|
|
$
|
(216
|
)
|
|
Net income
|
|
|
|
|
|
|
270
|
|
|
|
|
|
|
|
|||||||||||
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
22
|
|
|||||||||||
|
Stock compensation expense, net
|
(1
|
)
|
|
|
|
16
|
|
|
|
|
|
|
|
|
|
||||||||||
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Exercise of common stock options
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|||||||||||
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Shares repurchased and retired
|
|
|
|
|
(1
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)
|
|
|
|
|
|
|
|
|
|||||||||||
|
Repurchase of common stock
|
(1
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)
|
|
|
|
|
|
|
|
1
|
|
|
(210
|
)
|
|
|
|||||||||
|
Balance at June 30, 2019
|
77
|
|
|
$
|
1
|
|
|
$
|
2,415
|
|
|
$
|
4,546
|
|
|
36
|
|
|
$
|
(3,290
|
)
|
|
$
|
(194
|
)
|
|
|
Three Months Ended June 30, 2018
|
||||||||||||||||||||||||
|
|
Common Stock
|
|
|
|
|
|
Treasury Stock
|
|
|
||||||||||||||||
|
|
Number of
Shares (1)
|
|
Amount
|
|
Additional Paid-in
Capital
|
|
Retained Earnings
|
|
Number of
Shares
|
|
Amount
|
|
Accumulated Other Comprehensive Loss (2)
|
||||||||||||
|
Balance at March 31, 2018
|
84
|
|
|
$
|
1
|
|
|
$
|
2,327
|
|
|
$
|
3,188
|
|
|
29
|
|
|
$
|
(2,282
|
)
|
|
$
|
(176
|
)
|
|
Net income
|
|
|
|
|
|
|
270
|
|
|
|
|
|
|
|
|||||||||||
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
(21
|
)
|
|||||||||||
|
Fixed price diesel swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|||||||||||
|
Stock compensation expense, net
|
—
|
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Exercise of common stock options
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Shares repurchased and retired
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
|
Repurchase of common stock
|
(1
|
)
|
|
|
|
|
|
|
|
1
|
|
|
(168
|
)
|
|
|
|||||||||
|
Balance at June 30, 2018
|
83
|
|
|
$
|
1
|
|
|
$
|
2,351
|
|
|
$
|
3,458
|
|
|
30
|
|
|
$
|
(2,450
|
)
|
|
$
|
(196
|
)
|
|
|
Six Months Ended June 30, 2019
|
||||||||||||||||||||||||
|
|
Common Stock
|
|
|
|
|
|
Treasury Stock
|
|
|
||||||||||||||||
|
|
Number of
Shares (1)
|
|
Amount
|
|
Additional Paid-in
Capital
|
|
Retained Earnings
|
|
Number of
Shares
|
|
Amount
|
|
Accumulated Other Comprehensive Loss (2)
|
||||||||||||
|
Balance at December 31, 2018
|
80
|
|
|
$
|
1
|
|
|
$
|
2,408
|
|
|
$
|
4,101
|
|
|
33
|
|
|
$
|
(2,870
|
)
|
|
$
|
(237
|
)
|
|
Net income
|
|
|
|
|
|
|
445
|
|
|
|
|
|
|
|
|||||||||||
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
42
|
|
|||||||||||
|
Fixed price diesel swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|||||||||||
|
Stock compensation expense, net
|
—
|
|
|
|
|
31
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Exercise of common stock options
|
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Shares repurchased and retired
|
|
|
|
|
(34
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
|
Repurchase of common stock
|
(3
|
)
|
|
|
|
|
|
|
|
3
|
|
|
(420
|
)
|
|
|
|||||||||
|
Balance at June 30, 2019
|
77
|
|
|
$
|
1
|
|
|
$
|
2,415
|
|
|
$
|
4,546
|
|
|
36
|
|
|
$
|
(3,290
|
)
|
|
$
|
(194
|
)
|
|
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||||||
|
|
Common Stock
|
|
|
|
|
|
Treasury Stock
|
|
|
||||||||||||||||
|
|
Number of
Shares (1)
|
|
Amount
|
|
Additional Paid-in
Capital
|
|
Retained Earnings
|
|
Number of
Shares
|
|
Amount
|
|
Accumulated Other Comprehensive Loss (2)
|
||||||||||||
|
Balance at December 31, 2017
|
84
|
|
|
$
|
1
|
|
|
$
|
2,356
|
|
|
$
|
3,005
|
|
|
28
|
|
|
$
|
(2,105
|
)
|
|
$
|
(151
|
)
|
|
Net income
|
|
|
|
|
|
|
453
|
|
|
|
|
|
|
|
|||||||||||
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
(46
|
)
|
|||||||||||
|
Fixed price diesel swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
|||||||||||
|
Stock compensation expense, net
|
1
|
|
|
|
|
43
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Exercise of common stock options
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Shares repurchased and retired
|
|
|
|
|
(50
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
|
Repurchase of common stock
|
(2
|
)
|
|
|
|
|
|
|
|
2
|
|
|
(345
|
)
|
|
|
|||||||||
|
Balance at June 30, 2018
|
83
|
|
|
$
|
1
|
|
|
$
|
2,351
|
|
|
$
|
3,458
|
|
|
30
|
|
|
$
|
(2,450
|
)
|
|
$
|
(196
|
)
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Cash Flows From Operating Activities:
|
|
|
|
||||
|
Net income
|
$
|
445
|
|
|
$
|
453
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
1,003
|
|
|
783
|
|
||
|
Amortization of deferred financing costs and original issue discounts
|
8
|
|
|
6
|
|
||
|
Gain on sales of rental equipment
|
(148
|
)
|
|
(139
|
)
|
||
|
Gain on sales of non-rental equipment
|
(3
|
)
|
|
(3
|
)
|
||
|
Gain on insurance proceeds from damaged equipment
|
(12
|
)
|
|
(14
|
)
|
||
|
Stock compensation expense, net
|
31
|
|
|
43
|
|
||
|
Merger related costs
|
1
|
|
|
3
|
|
||
|
Restructuring charge
|
14
|
|
|
6
|
|
||
|
Loss on repurchase/redemption of debt securities and amendment of ABL facility
|
32
|
|
|
—
|
|
||
|
Increase in deferred taxes
|
49
|
|
|
93
|
|
||
|
Changes in operating assets and liabilities, net of amounts acquired:
|
|
|
|
||||
|
Decrease in accounts receivable
|
39
|
|
|
29
|
|
||
|
Increase in inventory
|
(25
|
)
|
|
(19
|
)
|
||
|
(Increase) decrease in prepaid expenses and other assets
|
(23
|
)
|
|
25
|
|
||
|
Increase in accounts payable
|
211
|
|
|
451
|
|
||
|
Decrease in accrued expenses and other liabilities
|
(32
|
)
|
|
(68
|
)
|
||
|
Net cash provided by operating activities
|
1,590
|
|
|
1,649
|
|
||
|
Cash Flows From Investing Activities:
|
|
|
|
||||
|
Purchases of rental equipment
|
(1,129
|
)
|
|
(1,226
|
)
|
||
|
Purchases of non-rental equipment
|
(97
|
)
|
|
(80
|
)
|
||
|
Proceeds from sales of rental equipment
|
389
|
|
|
338
|
|
||
|
Proceeds from sales of non-rental equipment
|
15
|
|
|
8
|
|
||
|
Insurance proceeds from damaged equipment
|
12
|
|
|
14
|
|
||
|
Purchases of other companies, net of cash acquired
|
(195
|
)
|
|
(58
|
)
|
||
|
Purchases of investments
|
(1
|
)
|
|
(1
|
)
|
||
|
Net cash used in investing activities
|
(1,006
|
)
|
|
(1,005
|
)
|
||
|
Cash Flows From Financing Activities:
|
|
|
|
||||
|
Proceeds from debt
|
4,590
|
|
|
4,330
|
|
||
|
Payments of debt
|
(4,679
|
)
|
|
(4,806
|
)
|
||
|
Proceeds from the exercise of common stock options
|
10
|
|
|
2
|
|
||
|
Common stock repurchased
|
(454
|
)
|
|
(395
|
)
|
||
|
Payments of financing costs
|
(19
|
)
|
|
(1
|
)
|
||
|
Net cash used in financing activities
|
(552
|
)
|
|
(870
|
)
|
||
|
Effect of foreign exchange rates
|
—
|
|
|
(9
|
)
|
||
|
Net increase (decrease) in cash and cash equivalents
|
32
|
|
|
(235
|
)
|
||
|
Cash and cash equivalents at beginning of period
|
43
|
|
|
352
|
|
||
|
Cash and cash equivalents at end of period
|
$
|
75
|
|
|
$
|
117
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
|
Cash paid for income taxes, net
|
$
|
73
|
|
|
$
|
39
|
|
|
Cash paid for interest
|
301
|
|
|
213
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Three Months Ended June 30,
|
||||||||||||||||||||||
|
|
|
|
2019
|
|
|
|
|
|
2018
|
|
|
||||||||||||
|
|
Topic 842
|
|
Topic 606
|
|
Total
|
|
Topic 840
|
|
Topic 606
|
|
Total
|
||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Owned equipment rentals
|
$
|
1,668
|
|
|
$
|
—
|
|
|
$
|
1,668
|
|
|
$
|
1,406
|
|
|
$
|
—
|
|
|
$
|
1,406
|
|
|
Re-rent revenue
|
37
|
|
|
—
|
|
|
37
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||||
|
Ancillary and other rental revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Delivery and pick-up
|
—
|
|
|
143
|
|
|
143
|
|
|
—
|
|
|
112
|
|
|
112
|
|
||||||
|
Other
|
87
|
|
|
25
|
|
|
112
|
|
|
64
|
|
|
20
|
|
|
84
|
|
||||||
|
Total ancillary and other rental revenues
|
87
|
|
|
168
|
|
|
255
|
|
|
64
|
|
|
132
|
|
|
196
|
|
||||||
|
Total equipment rentals
|
1,792
|
|
|
168
|
|
|
1,960
|
|
|
1,499
|
|
|
132
|
|
|
1,631
|
|
||||||
|
Sales of rental equipment
|
—
|
|
|
197
|
|
|
197
|
|
|
—
|
|
|
157
|
|
|
157
|
|
||||||
|
Sales of new equipment
|
—
|
|
|
60
|
|
|
60
|
|
|
—
|
|
|
44
|
|
|
44
|
|
||||||
|
Contractor supplies sales
|
—
|
|
|
27
|
|
|
27
|
|
|
—
|
|
|
24
|
|
|
24
|
|
||||||
|
Service and other revenues
|
—
|
|
|
46
|
|
|
46
|
|
|
—
|
|
|
35
|
|
|
35
|
|
||||||
|
Total revenues
|
$
|
1,792
|
|
|
$
|
498
|
|
|
$
|
2,290
|
|
|
$
|
1,499
|
|
|
$
|
392
|
|
|
$
|
1,891
|
|
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||
|
|
|
|
2019
|
|
|
|
|
|
2018
|
|
|
||||||||||||
|
|
Topic 842
|
|
Topic 606
|
|
Total
|
|
Topic 840
|
|
Topic 606
|
|
Total
|
||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Owned equipment rentals
|
$
|
3,198
|
|
|
$
|
—
|
|
|
$
|
3,198
|
|
|
$
|
2,671
|
|
|
$
|
—
|
|
|
$
|
2,671
|
|
|
Re-rent revenue
|
72
|
|
|
—
|
|
|
72
|
|
|
54
|
|
|
—
|
|
|
54
|
|
||||||
|
Ancillary and other rental revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Delivery and pick-up
|
—
|
|
|
262
|
|
|
262
|
|
|
—
|
|
|
204
|
|
|
204
|
|
||||||
|
Other
|
167
|
|
|
56
|
|
|
223
|
|
|
120
|
|
|
41
|
|
|
161
|
|
||||||
|
Total ancillary and other rental revenues
|
167
|
|
|
318
|
|
|
485
|
|
|
120
|
|
|
245
|
|
|
365
|
|
||||||
|
Total equipment rentals
|
3,437
|
|
|
318
|
|
|
3,755
|
|
|
2,845
|
|
|
245
|
|
|
3,090
|
|
||||||
|
Sales of rental equipment
|
—
|
|
|
389
|
|
|
389
|
|
|
—
|
|
|
338
|
|
|
338
|
|
||||||
|
Sales of new equipment
|
—
|
|
|
122
|
|
|
122
|
|
|
—
|
|
|
86
|
|
|
86
|
|
||||||
|
Contractor supplies sales
|
—
|
|
|
51
|
|
|
51
|
|
|
—
|
|
|
42
|
|
|
42
|
|
||||||
|
Service and other revenues
|
—
|
|
|
90
|
|
|
90
|
|
|
—
|
|
|
69
|
|
|
69
|
|
||||||
|
Total revenues
|
$
|
3,437
|
|
|
$
|
970
|
|
|
$
|
4,407
|
|
|
$
|
2,845
|
|
|
$
|
780
|
|
|
$
|
3,625
|
|
|
•
|
The transaction price is generally fixed and stated on our contracts;
|
|
•
|
As noted above, our contracts generally do not include multiple performance obligations, and accordingly do not generally require estimates of the standalone selling price for each performance obligation;
|
|
•
|
Our revenues do not include material amounts of variable consideration, or result in significant obligations associated with returns, refunds or warranties; and
|
|
•
|
Most of our revenue is recognized as of a point-in-time and the timing of the satisfaction of the applicable performance obligations is readily determinable. As noted above, our Topic 606 revenue is generally recognized at the time of delivery to, or pick-up by, the customer.
|
|
Accounts receivable, net of allowance for doubtful accounts (1)
|
$
|
74
|
|
|
Inventory
|
5
|
|
|
|
Rental equipment
|
268
|
|
|
|
Property and equipment
|
25
|
|
|
|
Intangibles (2)
|
171
|
|
|
|
Other assets
|
4
|
|
|
|
Total identifiable assets acquired
|
547
|
|
|
|
Current liabilities
|
(61
|
)
|
|
|
Deferred taxes
|
(13
|
)
|
|
|
Total liabilities assumed
|
(74
|
)
|
|
|
Net identifiable assets acquired
|
473
|
|
|
|
Goodwill (3)
|
247
|
|
|
|
Net assets acquired
|
$
|
720
|
|
|
|
Fair value
|
Life (years)
|
||
|
Customer relationships
|
$
|
166
|
|
8
|
|
Trade names and associated trademarks
|
5
|
|
5
|
|
|
Total
|
$
|
171
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||||||||||||||||||||||
|
|
June 30, 2018
|
|
June 30, 2018
|
|
||||||||||||||||||||||||||||
|
|
United Rentals
|
|
BlueLine
|
|
BakerCorp
|
|
Total
|
|
United Rentals
|
|
BlueLine
|
|
BakerCorp
|
|
Total
|
|
||||||||||||||||
|
Historic/pro forma revenues
|
$
|
1,891
|
|
|
$
|
194
|
|
|
$
|
82
|
|
|
$
|
2,167
|
|
|
$
|
3,625
|
|
|
$
|
382
|
|
|
$
|
156
|
|
|
$
|
4,163
|
|
|
|
Historic/combined pretax income (loss)
|
359
|
|
|
(8
|
)
|
|
(8
|
)
|
|
343
|
|
|
591
|
|
|
(30
|
)
|
|
(21
|
)
|
|
540
|
|
|
||||||||
|
Pro forma adjustments to pretax income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Impact of fair value mark-ups/useful life changes on depreciation (1)
|
|
|
(1
|
)
|
|
(3
|
)
|
|
(4
|
)
|
|
|
|
(3
|
)
|
|
(6
|
)
|
|
(9
|
)
|
|
||||||||||
|
Impact of the fair value mark-up of acquired fleet on cost of rental equipment sales (2)
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|
||||||||||
|
Intangible asset amortization (3)
|
|
|
(19
|
)
|
|
(10
|
)
|
|
(29
|
)
|
|
|
|
(38
|
)
|
|
(20
|
)
|
|
(58
|
)
|
|
||||||||||
|
Interest expense (4)
|
|
|
(27
|
)
|
|
(6
|
)
|
|
(33
|
)
|
|
|
|
(54
|
)
|
|
(12
|
)
|
|
(66
|
)
|
|
||||||||||
|
Elimination of historic interest (5)
|
|
|
32
|
|
|
11
|
|
|
43
|
|
|
|
|
63
|
|
|
21
|
|
|
84
|
|
|
||||||||||
|
Elimination of merger related costs (6)
|
|
|
2
|
|
|
1
|
|
|
3
|
|
|
|
|
2
|
|
|
1
|
|
|
3
|
|
|
||||||||||
|
Restructuring charges (7)
|
|
|
(10
|
)
|
|
(3
|
)
|
|
(13
|
)
|
|
|
|
(23
|
)
|
|
(9
|
)
|
|
(32
|
)
|
|
||||||||||
|
Pro forma pretax income
|
|
|
|
|
|
|
$
|
307
|
|
|
|
|
|
|
|
|
$
|
454
|
|
|
||||||||||||
|
|
General
rentals
|
|
Trench, power and fluid solutions
|
|
Total
|
||||||
|
Three Months Ended June 30, 2019
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
1,527
|
|
|
$
|
433
|
|
|
$
|
1,960
|
|
|
Sales of rental equipment
|
180
|
|
|
17
|
|
|
197
|
|
|||
|
Sales of new equipment
|
52
|
|
|
8
|
|
|
60
|
|
|||
|
Contractor supplies sales
|
19
|
|
|
8
|
|
|
27
|
|
|||
|
Service and other revenues
|
40
|
|
|
6
|
|
|
46
|
|
|||
|
Total revenue
|
1,818
|
|
|
472
|
|
|
2,290
|
|
|||
|
Depreciation and amortization expense
|
416
|
|
|
88
|
|
|
504
|
|
|||
|
Equipment rentals gross profit
|
593
|
|
|
199
|
|
|
792
|
|
|||
|
Three Months Ended June 30, 2018
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
1,332
|
|
|
$
|
299
|
|
|
$
|
1,631
|
|
|
Sales of rental equipment
|
145
|
|
|
12
|
|
|
157
|
|
|||
|
Sales of new equipment
|
38
|
|
|
6
|
|
|
44
|
|
|||
|
Contractor supplies sales
|
19
|
|
|
5
|
|
|
24
|
|
|||
|
Service and other revenues
|
32
|
|
|
3
|
|
|
35
|
|
|||
|
Total revenue
|
1,566
|
|
|
325
|
|
|
1,891
|
|
|||
|
Depreciation and amortization expense
|
334
|
|
|
56
|
|
|
390
|
|
|||
|
Equipment rentals gross profit
|
543
|
|
|
145
|
|
|
688
|
|
|||
|
Six Months Ended June 30, 2019
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
2,950
|
|
|
$
|
805
|
|
|
$
|
3,755
|
|
|
Sales of rental equipment
|
358
|
|
|
31
|
|
|
389
|
|
|||
|
Sales of new equipment
|
107
|
|
|
15
|
|
|
122
|
|
|||
|
Contractor supplies sales
|
36
|
|
|
15
|
|
|
51
|
|
|||
|
Service and other revenues
|
77
|
|
|
13
|
|
|
90
|
|
|||
|
Total revenue
|
3,528
|
|
|
879
|
|
|
4,407
|
|
|||
|
Depreciation and amortization expense
|
828
|
|
|
175
|
|
|
1,003
|
|
|||
|
Equipment rentals gross profit
|
1,094
|
|
|
356
|
|
|
1,450
|
|
|||
|
Capital expenditures
|
1,015
|
|
|
211
|
|
|
1,226
|
|
|||
|
Six Months Ended June 30, 2018
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
2,533
|
|
|
$
|
557
|
|
|
$
|
3,090
|
|
|
Sales of rental equipment
|
316
|
|
|
22
|
|
|
338
|
|
|||
|
Sales of new equipment
|
75
|
|
|
11
|
|
|
86
|
|
|||
|
Contractor supplies sales
|
33
|
|
|
9
|
|
|
42
|
|
|||
|
Service and other revenues
|
62
|
|
|
7
|
|
|
69
|
|
|||
|
Total revenue
|
3,019
|
|
|
606
|
|
|
3,625
|
|
|||
|
Depreciation and amortization expense
|
671
|
|
|
112
|
|
|
783
|
|
|||
|
Equipment rentals gross profit
|
969
|
|
|
264
|
|
|
1,233
|
|
|||
|
Capital expenditures
|
1,153
|
|
|
153
|
|
|
1,306
|
|
|||
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
|
Total reportable segment assets
|
|
|
|
||||
|
General rentals
|
$
|
16,124
|
|
|
$
|
15,597
|
|
|
Trench, power and fluid solutions
|
2,923
|
|
|
2,536
|
|
||
|
Total assets
|
$
|
19,047
|
|
|
$
|
18,133
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Total equipment rentals gross profit
|
$
|
792
|
|
|
$
|
688
|
|
|
$
|
1,450
|
|
|
$
|
1,233
|
|
|
Gross profit from other lines of business
|
119
|
|
|
94
|
|
|
222
|
|
|
195
|
|
||||
|
Selling, general and administrative expenses
|
(271
|
)
|
|
(239
|
)
|
|
(551
|
)
|
|
(471
|
)
|
||||
|
Merger related costs
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(3
|
)
|
||||
|
Restructuring charge
|
(6
|
)
|
|
(4
|
)
|
|
(14
|
)
|
|
(6
|
)
|
||||
|
Non-rental depreciation and amortization
|
(105
|
)
|
|
(67
|
)
|
|
(209
|
)
|
|
(138
|
)
|
||||
|
Interest expense, net
|
(180
|
)
|
|
(112
|
)
|
|
(331
|
)
|
|
(221
|
)
|
||||
|
Other income, net
|
2
|
|
|
1
|
|
|
5
|
|
|
2
|
|
||||
|
Income before provision for income taxes
|
$
|
351
|
|
|
$
|
359
|
|
|
$
|
571
|
|
|
$
|
591
|
|
|
|
Reserve Balance at
|
|
Charged to
Costs and Expenses (1) |
|
Payments
and Other |
|
Reserve Balance at
|
||||||||
|
|
December 31, 2018
|
|
|
|
June 30, 2019
|
||||||||||
|
Branch closure charges
|
$
|
3
|
|
|
$
|
13
|
|
|
$
|
(2
|
)
|
|
$
|
14
|
|
|
Severance and other
|
9
|
|
|
5
|
|
|
(11
|
)
|
|
3
|
|
||||
|
Total
|
$
|
12
|
|
|
$
|
18
|
|
|
$
|
(13
|
)
|
|
$
|
17
|
|
|
a)
|
quoted prices for similar assets or liabilities in active markets;
|
|
b)
|
quoted prices for identical or similar assets or liabilities in inactive markets;
|
|
c)
|
inputs other than quoted prices that are observable for the asset or liability;
|
|
d)
|
inputs that are derived principally from or corroborated by observable market data by correlation or other means.
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
|
Senior notes
|
$
|
8,005
|
|
|
$
|
8,396
|
|
|
$
|
8,102
|
|
|
$
|
7,632
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
Accounts Receivable Securitization Facility expiring 2020 (1) (2)
|
$
|
945
|
|
|
$
|
850
|
|
|
$3.75 billion ABL Facility expiring 2024 (1) (3)
|
1,646
|
|
|
1,685
|
|
||
|
Term loan facility expiring 2025 (1)
|
984
|
|
|
988
|
|
||
|
4 5/8 percent Senior Secured Notes due 2023
|
994
|
|
|
994
|
|
||
|
5 3/4 percent Senior Notes due 2024 (4)
|
—
|
|
|
842
|
|
||
|
5 1/2 percent Senior Notes due 2025
|
794
|
|
|
794
|
|
||
|
4 5/8 percent Senior Notes due 2025
|
742
|
|
|
741
|
|
||
|
5 7/8 percent Senior Notes due 2026
|
999
|
|
|
999
|
|
||
|
6 1/2 percent Senior Notes due 2026
|
1,088
|
|
|
1,087
|
|
||
|
5 1/2 percent Senior Notes due 2027
|
992
|
|
|
991
|
|
||
|
4 7/8 percent Senior Notes due 2028 (5)
|
1,651
|
|
|
1,650
|
|
||
|
4 7/8 percent Senior Notes due 2028 (5)
|
4
|
|
|
4
|
|
||
|
5 1/4 percent Senior Notes due 2030 (6)
|
741
|
|
|
—
|
|
||
|
Finance leases (7)
|
115
|
|
|
—
|
|
||
|
Capital leases (7)
|
—
|
|
|
122
|
|
||
|
Total debt
|
11,695
|
|
|
11,747
|
|
||
|
Less short-term portion (8)
|
(995
|
)
|
|
(903
|
)
|
||
|
Total long-term debt
|
$
|
10,700
|
|
|
$
|
10,844
|
|
|
|
ABL facility
|
|
Accounts receivable securitization facility
|
|
Term loan facility
|
||||||
|
Borrowing capacity, net of letters of credit
|
$
|
2,046
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
Letters of credit
|
45
|
|
|
|
|
|
|||||
|
Interest rate at June 30, 2019
|
3.9
|
%
|
|
3.2
|
%
|
|
4.2
|
%
|
|||
|
Average month-end debt outstanding
|
1,558
|
|
|
898
|
|
|
995
|
|
|||
|
Weighted-average interest rate on average debt outstanding
|
4.0
|
%
|
|
3.3
|
%
|
|
4.2
|
%
|
|||
|
Maximum month-end debt outstanding
|
1,691
|
|
|
958
|
|
|
998
|
|
|||
|
(2)
|
In June 2019, the accounts receivable securitization facility was amended, primarily to extend the maturity date which may be further extended on a 364-day basis by mutual agreement with the purchasers under the facility. The facility expires on June 26, 2020. Borrowings under the accounts receivable securitization facility are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves and other deductions, exceeds the outstanding loans. As of June 30, 2019, there were $1.001 billion of receivables, net of applicable reserves and other deductions, in the collateral pool.
|
|
(3)
|
In February 2019, the ABL facility was amended, primarily to increase the facility size to $3.75 billion, extend the maturity date to February 2024 and make a portion of the facility available for borrowing in British Pounds and Euros by certain subsidiaries of URNA in Europe.
|
|
(4)
|
In May 2019, URNA redeemed all of its 5 3/4 percent Senior Notes. Upon redemption, we recognized a loss of $32 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the redeemed notes.
|
|
(5)
|
URNA separately issued 4 7/8 percent Senior Notes in August 2017 and in September 2017. Following the issuances, URNA consummated an exchange offer pursuant to which most of the 4 7/8 percent Senior Notes issued in September 2017 were exchanged for additional notes fungible with the 4 7/8 percent Senior Notes issued in August 2017.
|
|
(6)
|
In May 2019, URNA issued $750 aggregate principal amount of 5 1/4 percent Senior Notes (the “5 1/4 percent Notes”) which are due January 15, 2030. The net proceeds from the issuance were approximately $741 (after deducting offering expenses). The 5 1/4 percent Notes are unsecured and are guaranteed by Holdings and certain domestic subsidiaries of URNA. The 5 1/4 percent Notes may be redeemed on or after January 15, 2025, at specified redemption prices that range from 102.625 percent in 2025, to 100 percent in 2028 and thereafter, in each case, plus accrued and unpaid interest, if any. In addition, at any time on or prior to January 15, 2023, up to 40 percent of the aggregate principal amount of the 5 1/4 percent Notes may be redeemed with the net cash proceeds of certain equity offerings at a redemption price equal to 105.250 percent of the aggregate principal amount of the notes plus accrued and unpaid interest, if any. The indenture governing the 5 1/4 percent Notes contains certain restrictive covenants, including, among others, limitations on (i) liens; (ii) mergers and consolidations; (iii) sales, transfers and other dispositions of assets; (iv) dividends and other distributions, stock repurchases and redemptions and other restricted payments; and (v) designations of unrestricted subsidiaries, as well as a requirement to timely file periodic reports with the SEC. Each of the restrictive covenants is subject to important exceptions and qualifications that would allow URNA and its subsidiaries to engage in these activities under certain conditions. In addition, the covenant relating to dividends and other distributions, stock repurchases and redemptions and other restricted payments and the requirements relating to additional subsidiary guarantors will not apply to URNA and its restricted subsidiaries during any period when the 5 1/4 percent Notes are rated investment grade by both Standard & Poor’s Ratings Services and Moody’s Investors Service, Inc., or, in certain circumstances, another rating agency selected by URNA, provided at such time no default under the indenture has occurred and is continuing. The indenture also requires that, in the event of a change of control (as defined in the indenture), URNA must make an offer to purchase all of the then-outstanding 5 1/4 percent Notes tendered at a purchase price in cash equal to 101 percent of the principal amount thereof, plus accrued and unpaid interest, if any, thereon.
|
|
(7)
|
As discussed in note 8 to the condensed consolidated financial statements, we adopted an updated lease accounting standard on January 1, 2019. Upon adoption of the new standard, the leases that were previously classified as capital leases through December 31, 2018 were classified as finance leases. There were no significant changes to the accounting upon this change in classification.
|
|
(8)
|
As of June 30, 2019, our short-term debt primarily reflects $945 of borrowings under our accounts receivable securitization facility.
|
|
|
Classification
|
June 30, 2019
|
||
|
Assets
|
|
|
||
|
Operating lease assets
|
Operating lease right-of-use assets
|
$
|
619
|
|
|
Finance lease assets
|
Rental equipment
|
267
|
|
|
|
|
Less accumulated depreciation
|
(91
|
)
|
|
|
|
Rental equipment, net
|
176
|
|
|
|
|
Property and equipment, net:
|
|
||
|
|
Non-rental vehicles
|
8
|
|
|
|
|
Buildings
|
16
|
|
|
|
|
Less accumulated depreciation and amortization
|
(19
|
)
|
|
|
|
Property and equipment, net
|
5
|
|
|
|
Total leased assets
|
|
800
|
|
|
|
Liabilities
|
|
|
||
|
Current
|
|
|
||
|
Operating
|
Accrued expenses and other liabilities
|
170
|
|
|
|
Finance
|
Short-term debt and current maturities of long-term debt
|
40
|
|
|
|
Long-term
|
|
|
||
|
Operating
|
Operating lease liabilities
|
497
|
|
|
|
Finance
|
Long-term debt
|
75
|
|
|
|
Total lease liabilities
|
|
$
|
782
|
|
|
Lease cost
|
Classification
|
Three Months Ended June 30, 2019
|
|
Six Months Ended June 30, 2019
|
||||
|
Operating lease cost (1)
|
Cost of equipment rentals, excluding depreciation (1)
|
$
|
86
|
|
|
$
|
175
|
|
|
|
Selling, general and administrative expenses
|
2
|
|
|
5
|
|
||
|
|
Restructuring charge
|
7
|
|
|
13
|
|
||
|
Finance lease cost
|
|
|
|
|
||||
|
Amortization of leased assets
|
Depreciation of rental equipment
|
7
|
|
|
14
|
|
||
|
|
Non-rental depreciation and amortization
|
—
|
|
|
1
|
|
||
|
Interest on lease liabilities
|
Interest expense, net
|
1
|
|
|
3
|
|
||
|
Sublease income (2)
|
|
(37
|
)
|
|
(72
|
)
|
||
|
Net lease cost
|
|
$
|
66
|
|
|
$
|
139
|
|
|
Maturity of lease liabilities (as of June 30, 2019)
|
Operating leases (1)
|
|
Finance leases (2)
|
||||
|
2019
|
$
|
116
|
|
|
$
|
22
|
|
|
2020
|
188
|
|
|
38
|
|
||
|
2021
|
156
|
|
|
38
|
|
||
|
2022
|
117
|
|
|
14
|
|
||
|
2023
|
82
|
|
|
3
|
|
||
|
Thereafter
|
98
|
|
|
6
|
|
||
|
Total
|
757
|
|
|
121
|
|
||
|
Less amount representing interest
|
(90
|
)
|
|
(6
|
)
|
||
|
Present value of lease liabilities
|
$
|
667
|
|
|
$
|
115
|
|
|
Lease term and discount rate
|
June 30, 2019
|
|
|
Weighted-average remaining lease term (years)
|
|
|
|
Operating leases
|
4.5
|
|
|
Finance leases
|
3.5
|
|
|
Weighted-average discount rate
|
|
|
|
Operating leases
|
4.9
|
%
|
|
Finance leases
|
3.9
|
%
|
|
Other information
|
Six Months Ended June 30, 2019
|
||
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
||
|
Operating cash flows from operating leases
|
$
|
102
|
|
|
Operating cash flows from finance leases
|
3
|
|
|
|
Financing cash flows from finance leases
|
22
|
|
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
104
|
|
|
|
Leased assets obtained in exchange for new finance lease liabilities
|
$
|
17
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Numerator:
|
|
|
|
|
|
|
|
||||||||
|
Net income available to common stockholders
|
$
|
270
|
|
|
$
|
270
|
|
|
445
|
|
|
453
|
|
||
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
|
Denominator for basic earnings per share—weighted-average common shares
|
78,264
|
|
|
83,456
|
|
|
78,829
|
|
|
83,854
|
|
||||
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
|
Employee stock options
|
108
|
|
|
370
|
|
|
200
|
|
|
393
|
|
||||
|
Restricted stock units
|
95
|
|
|
373
|
|
|
211
|
|
|
476
|
|
||||
|
Denominator for diluted earnings per share—adjusted weighted-average common shares
|
78,467
|
|
|
84,199
|
|
|
79,240
|
|
|
84,723
|
|
||||
|
Basic earnings per share
|
$
|
3.45
|
|
|
$
|
3.22
|
|
|
$
|
5.65
|
|
|
$
|
5.40
|
|
|
Diluted earnings per share
|
$
|
3.44
|
|
|
$
|
3.20
|
|
|
$
|
5.62
|
|
|
$
|
5.34
|
|
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||||||
|
Foreign
|
|
SPV
|
|
||||||||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Equipment rentals
|
$
|
—
|
|
|
$
|
1,798
|
|
|
$
|
—
|
|
|
$
|
161
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1,960
|
|
|
Sales of rental equipment
|
—
|
|
|
181
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
197
|
|
|||||||
|
Sales of new equipment
|
—
|
|
|
53
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|||||||
|
Contractor supplies sales
|
—
|
|
|
24
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|||||||
|
Service and other revenues
|
—
|
|
|
39
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|||||||
|
Total revenues
|
—
|
|
|
2,095
|
|
|
—
|
|
|
194
|
|
|
1
|
|
|
—
|
|
|
2,290
|
|
|||||||
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
692
|
|
|
—
|
|
|
76
|
|
|
1
|
|
|
—
|
|
|
769
|
|
|||||||
|
Depreciation of rental equipment
|
—
|
|
|
367
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
399
|
|
|||||||
|
Cost of rental equipment sales
|
—
|
|
|
108
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
116
|
|
|||||||
|
Cost of new equipment sales
|
—
|
|
|
45
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|||||||
|
Cost of contractor supplies sales
|
—
|
|
|
17
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||||
|
Cost of service and other revenues
|
—
|
|
|
20
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||||
|
Total cost of revenues
|
—
|
|
|
1,249
|
|
|
—
|
|
|
129
|
|
|
1
|
|
|
—
|
|
|
1,379
|
|
|||||||
|
Gross profit
|
—
|
|
|
846
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|
911
|
|
|||||||
|
Selling, general and administrative expenses
|
(32
|
)
|
|
259
|
|
|
—
|
|
|
32
|
|
|
12
|
|
|
—
|
|
|
271
|
|
|||||||
|
Merger related costs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Restructuring charge
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||
|
Non-rental depreciation and amortization
|
6
|
|
|
91
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|||||||
|
Operating income (loss)
|
26
|
|
|
490
|
|
|
—
|
|
|
25
|
|
|
(12
|
)
|
|
—
|
|
|
529
|
|
|||||||
|
Interest (income) expense, net
|
(17
|
)
|
|
189
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
180
|
|
|||||||
|
Other (income) expense, net
|
(187
|
)
|
|
213
|
|
|
—
|
|
|
15
|
|
|
(43
|
)
|
|
—
|
|
|
(2
|
)
|
|||||||
|
Income before provision (benefit) for income taxes
|
230
|
|
|
88
|
|
|
—
|
|
|
10
|
|
|
23
|
|
|
—
|
|
|
351
|
|
|||||||
|
Provision (benefit) for income taxes
|
53
|
|
|
26
|
|
|
—
|
|
|
(3
|
)
|
|
5
|
|
|
—
|
|
|
81
|
|
|||||||
|
Income before equity in net earnings (loss) of subsidiaries
|
177
|
|
|
62
|
|
|
—
|
|
|
13
|
|
|
18
|
|
|
—
|
|
|
270
|
|
|||||||
|
Equity in net earnings (loss) of subsidiaries
|
93
|
|
|
31
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
(134
|
)
|
|
—
|
|
|||||||
|
Net income (loss)
|
270
|
|
|
93
|
|
|
10
|
|
|
13
|
|
|
18
|
|
|
(134
|
)
|
|
270
|
|
|||||||
|
Other comprehensive income (loss)
|
22
|
|
|
22
|
|
|
21
|
|
|
22
|
|
|
—
|
|
|
(65
|
)
|
|
22
|
|
|||||||
|
Comprehensive income (loss)
|
$
|
292
|
|
|
$
|
115
|
|
|
$
|
31
|
|
|
$
|
35
|
|
|
$
|
18
|
|
|
$
|
(199
|
)
|
|
$
|
292
|
|
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||||||
|
|
Foreign
|
|
SPV
|
|
|||||||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Equipment rentals
|
$
|
—
|
|
|
$
|
1,507
|
|
|
$
|
—
|
|
|
$
|
124
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,631
|
|
|
Sales of rental equipment
|
—
|
|
|
143
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
157
|
|
|||||||
|
Sales of new equipment
|
—
|
|
|
40
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|||||||
|
Contractor supplies sales
|
—
|
|
|
21
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||||
|
Service and other revenues
|
—
|
|
|
29
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|||||||
|
Total revenues
|
—
|
|
|
1,740
|
|
|
—
|
|
|
151
|
|
|
—
|
|
|
—
|
|
|
1,891
|
|
|||||||
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
561
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
620
|
|
|||||||
|
Depreciation of rental equipment
|
—
|
|
|
298
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
323
|
|
|||||||
|
Cost of rental equipment sales
|
—
|
|
|
85
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|||||||
|
Cost of new equipment sales
|
—
|
|
|
34
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||||
|
Cost of contractor supplies sales
|
—
|
|
|
14
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||||
|
Cost of service and other revenues
|
—
|
|
|
16
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||||
|
Total cost of revenues
|
—
|
|
|
1,008
|
|
|
—
|
|
|
101
|
|
|
—
|
|
|
—
|
|
|
1,109
|
|
|||||||
|
Gross profit
|
—
|
|
|
732
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
782
|
|
|||||||
|
Selling, general and administrative expenses
|
(35
|
)
|
|
242
|
|
|
—
|
|
|
23
|
|
|
9
|
|
|
—
|
|
|
239
|
|
|||||||
|
Merger related costs
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||||
|
Restructuring charge
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||||
|
Non-rental depreciation and amortization
|
4
|
|
|
58
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|||||||
|
Operating income (loss)
|
31
|
|
|
426
|
|
|
—
|
|
|
22
|
|
|
(9
|
)
|
|
—
|
|
|
470
|
|
|||||||
|
Interest (income) expense, net
|
(8
|
)
|
|
115
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
112
|
|
|||||||
|
Other (income) expense, net
|
(156
|
)
|
|
172
|
|
|
—
|
|
|
13
|
|
|
(30
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
|
Income before provision for income taxes
|
195
|
|
|
139
|
|
|
—
|
|
|
9
|
|
|
16
|
|
|
—
|
|
|
359
|
|
|||||||
|
Provision for income taxes
|
43
|
|
|
40
|
|
|
—
|
|
|
2
|
|
|
4
|
|
|
—
|
|
|
89
|
|
|||||||
|
Income before equity in net earnings (loss) of subsidiaries
|
152
|
|
|
99
|
|
|
—
|
|
|
7
|
|
|
12
|
|
|
—
|
|
|
270
|
|
|||||||
|
Equity in net earnings (loss) of subsidiaries
|
118
|
|
|
19
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
(144
|
)
|
|
—
|
|
|||||||
|
Net income (loss)
|
270
|
|
|
118
|
|
|
7
|
|
|
7
|
|
|
12
|
|
|
(144
|
)
|
|
270
|
|
|||||||
|
Other comprehensive (loss) income
|
(20
|
)
|
|
(20
|
)
|
|
(21
|
)
|
|
(90
|
)
|
|
—
|
|
|
131
|
|
|
(20
|
)
|
|||||||
|
Comprehensive income (loss)
|
$
|
250
|
|
|
$
|
98
|
|
|
$
|
(14
|
)
|
|
$
|
(83
|
)
|
|
$
|
12
|
|
|
$
|
(13
|
)
|
|
$
|
250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||||||
|
Foreign
|
|
SPV
|
|
||||||||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Equipment rentals
|
$
|
—
|
|
|
$
|
3,436
|
|
|
$
|
—
|
|
|
$
|
318
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
3,755
|
|
|
Sales of rental equipment
|
—
|
|
|
354
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
389
|
|
|||||||
|
Sales of new equipment
|
—
|
|
|
106
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|||||||
|
Contractor supplies sales
|
—
|
|
|
46
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|||||||
|
Service and other revenues
|
—
|
|
|
78
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|||||||
|
Total revenues
|
—
|
|
|
4,020
|
|
|
—
|
|
|
386
|
|
|
1
|
|
|
—
|
|
|
4,407
|
|
|||||||
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
1,349
|
|
|
—
|
|
|
161
|
|
|
1
|
|
|
—
|
|
|
1,511
|
|
|||||||
|
Depreciation of rental equipment
|
—
|
|
|
731
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
794
|
|
|||||||
|
Cost of rental equipment sales
|
—
|
|
|
221
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
241
|
|
|||||||
|
Cost of new equipment sales
|
—
|
|
|
91
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|||||||
|
Cost of contractor supplies sales
|
—
|
|
|
33
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||||
|
Cost of service and other revenues
|
—
|
|
|
41
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|||||||
|
Total cost of revenues
|
—
|
|
|
2,466
|
|
|
—
|
|
|
268
|
|
|
1
|
|
|
—
|
|
|
2,735
|
|
|||||||
|
Gross profit
|
—
|
|
|
1,554
|
|
|
—
|
|
|
118
|
|
|
—
|
|
|
—
|
|
|
1,672
|
|
|||||||
|
Selling, general and administrative expenses
|
21
|
|
|
442
|
|
|
—
|
|
|
59
|
|
|
29
|
|
|
—
|
|
|
551
|
|
|||||||
|
Merger related costs
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
|
Restructuring charge
|
—
|
|
|
15
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||||
|
Non-rental depreciation and amortization
|
10
|
|
|
182
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|||||||
|
Operating (loss) income
|
(31
|
)
|
|
914
|
|
|
—
|
|
|
43
|
|
|
(29
|
)
|
|
—
|
|
|
897
|
|
|||||||
|
Interest (income) expense, net
|
(33
|
)
|
|
348
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
331
|
|
|||||||
|
Other (income) expense, net
|
(359
|
)
|
|
410
|
|
|
—
|
|
|
29
|
|
|
(85
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
|
Income before provision (benefit) for income taxes
|
361
|
|
|
156
|
|
|
—
|
|
|
14
|
|
|
40
|
|
|
—
|
|
|
571
|
|
|||||||
|
Provision (benefit) for income taxes
|
76
|
|
|
42
|
|
|
—
|
|
|
(2
|
)
|
|
10
|
|
|
—
|
|
|
126
|
|
|||||||
|
Income before equity in net earnings (loss) of subsidiaries
|
285
|
|
|
114
|
|
|
—
|
|
|
16
|
|
|
30
|
|
|
—
|
|
|
445
|
|
|||||||
|
Equity in net earnings (loss) of subsidiaries
|
160
|
|
|
46
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
(218
|
)
|
|
—
|
|
|||||||
|
Net income (loss)
|
445
|
|
|
160
|
|
|
12
|
|
|
16
|
|
|
30
|
|
|
(218
|
)
|
|
445
|
|
|||||||
|
Other comprehensive income (loss)
|
43
|
|
|
43
|
|
|
42
|
|
|
41
|
|
|
—
|
|
|
(126
|
)
|
|
43
|
|
|||||||
|
Comprehensive income (loss)
|
$
|
488
|
|
|
$
|
203
|
|
|
$
|
54
|
|
|
$
|
57
|
|
|
$
|
30
|
|
|
$
|
(344
|
)
|
|
$
|
488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||||||
|
|
Foreign
|
|
SPV
|
|
|||||||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Equipment rentals
|
$
|
—
|
|
|
$
|
2,853
|
|
|
$
|
—
|
|
|
$
|
237
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,090
|
|
|
Sales of rental equipment
|
—
|
|
|
307
|
|
|
—
|
|
|
31
|
|
|
—
|
|
|
—
|
|
|
338
|
|
|||||||
|
Sales of new equipment
|
—
|
|
|
77
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|||||||
|
Contractor supplies sales
|
—
|
|
|
36
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|||||||
|
Service and other revenues
|
—
|
|
|
60
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|||||||
|
Total revenues
|
—
|
|
|
3,333
|
|
|
—
|
|
|
292
|
|
|
—
|
|
|
—
|
|
|
3,625
|
|
|||||||
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
1,096
|
|
|
—
|
|
|
116
|
|
|
—
|
|
|
—
|
|
|
1,212
|
|
|||||||
|
Depreciation of rental equipment
|
—
|
|
|
595
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
645
|
|
|||||||
|
Cost of rental equipment sales
|
—
|
|
|
183
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
199
|
|
|||||||
|
Cost of new equipment sales
|
—
|
|
|
67
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|||||||
|
Cost of contractor supplies sales
|
—
|
|
|
24
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|||||||
|
Cost of service and other revenues
|
—
|
|
|
33
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||||
|
Total cost of revenues
|
—
|
|
|
1,998
|
|
|
—
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
2,197
|
|
|||||||
|
Gross profit
|
—
|
|
|
1,335
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
1,428
|
|
|||||||
|
Selling, general and administrative expenses
|
5
|
|
|
407
|
|
|
—
|
|
|
42
|
|
|
17
|
|
|
—
|
|
|
471
|
|
|||||||
|
Merger related costs
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||||
|
Restructuring charge
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||
|
Non-rental depreciation and amortization
|
8
|
|
|
120
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
138
|
|
|||||||
|
Operating (loss) income
|
(13
|
)
|
|
799
|
|
|
—
|
|
|
41
|
|
|
(17
|
)
|
|
—
|
|
|
810
|
|
|||||||
|
Interest (income) expense, net
|
(15
|
)
|
|
227
|
|
|
1
|
|
|
(1
|
)
|
|
10
|
|
|
(1
|
)
|
|
221
|
|
|||||||
|
Other (income) expense, net
|
(297
|
)
|
|
333
|
|
|
—
|
|
|
24
|
|
|
(62
|
)
|
|
—
|
|
|
(2
|
)
|
|||||||
|
Income (loss) before provision for income taxes
|
299
|
|
|
239
|
|
|
(1
|
)
|
|
18
|
|
|
35
|
|
|
1
|
|
|
591
|
|
|||||||
|
Provision for income taxes
|
60
|
|
|
64
|
|
|
—
|
|
|
5
|
|
|
9
|
|
|
—
|
|
|
138
|
|
|||||||
|
Income (loss) before equity in net earnings (loss) of subsidiaries
|
239
|
|
|
175
|
|
|
(1
|
)
|
|
13
|
|
|
26
|
|
|
1
|
|
|
453
|
|
|||||||
|
Equity in net earnings (loss) of subsidiaries
|
214
|
|
|
39
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
(266
|
)
|
|
—
|
|
|||||||
|
Net income (loss)
|
453
|
|
|
214
|
|
|
12
|
|
|
13
|
|
|
26
|
|
|
(265
|
)
|
|
453
|
|
|||||||
|
Other comprehensive (loss) income
|
(45
|
)
|
|
(45
|
)
|
|
(46
|
)
|
|
(113
|
)
|
|
—
|
|
|
204
|
|
|
(45
|
)
|
|||||||
|
Comprehensive income (loss)
|
$
|
408
|
|
|
$
|
169
|
|
|
$
|
(34
|
)
|
|
$
|
(100
|
)
|
|
$
|
26
|
|
|
$
|
(61
|
)
|
|
$
|
408
|
|
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||||||
|
Foreign
|
|
SPV
|
|
||||||||||||||||||||||||
|
Net cash provided by operating activities
|
$
|
9
|
|
|
$
|
1,457
|
|
|
$
|
—
|
|
|
$
|
83
|
|
|
$
|
41
|
|
|
$
|
—
|
|
|
$
|
1,590
|
|
|
Net cash used in investing activities
|
(9
|
)
|
|
(943
|
)
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
(1,006
|
)
|
|||||||
|
Net cash used in financing activities
|
—
|
|
|
(464
|
)
|
|
—
|
|
|
(47
|
)
|
|
(41
|
)
|
|
—
|
|
|
(552
|
)
|
|||||||
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
50
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
32
|
|
|||||||
|
Cash and cash equivalents at beginning of period
|
—
|
|
|
1
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|||||||
|
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
75
|
|
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||||||||
|
|
|
|
|
Foreign
|
|
SPV
|
|
|
|||||||||||||||||||
|
Net cash provided by (used in) operating activities
|
$
|
12
|
|
|
$
|
1,714
|
|
|
$
|
(1
|
)
|
|
$
|
(66
|
)
|
|
$
|
(10
|
)
|
|
$
|
—
|
|
|
$
|
1,649
|
|
|
Net cash used in investing activities
|
(12
|
)
|
|
(920
|
)
|
|
—
|
|
|
(73
|
)
|
|
—
|
|
|
—
|
|
|
(1,005
|
)
|
|||||||
|
Net cash (used in) provided by financing activities
|
—
|
|
|
(773
|
)
|
|
1
|
|
|
(108
|
)
|
|
10
|
|
|
—
|
|
|
(870
|
)
|
|||||||
|
Effect of foreign exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||||||
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
21
|
|
|
—
|
|
|
(256
|
)
|
|
—
|
|
|
—
|
|
|
(235
|
)
|
|||||||
|
Cash and cash equivalents at beginning of period
|
—
|
|
|
23
|
|
|
—
|
|
|
329
|
|
|
—
|
|
|
—
|
|
|
352
|
|
|||||||
|
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
73
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
117
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in millions, except per share data, 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;
|
|
•
|
A continued focus on “Lean” management techniques, including kaizen processes focused on continuous improvement. We continue to implement Lean kaizen processes 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;
|
|
•
|
A continued focus on Project XL, which is a set of eight specific work streams focused on driving profitable growth through revenue opportunities and generating incremental profitability through cost savings across our business;
|
|
•
|
The continued expansion of our trench, power and fluid solutions footprint, as well as our tools offering, and the cross-selling of these services throughout our network, as exhibited by our acquisition of BakerCorp discussed in note 3 to the condensed consolidated financial statements. We believe that the expansion of our trench, power and fluid solutions business, as well as our tools offering, will further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings; and
|
|
•
|
The pursuit of strategic acquisitions to continue to expand our core equipment rental business, as exhibited by our recently completed acquisitions of NES Rentals Holdings II, Inc. (“NES”), Neff Corporation ("Neff") and BlueLine (which is discussed further in note 3 to the condensed consolidated financial statements). Strategic acquisitions allow us to invest our capital to expand our business, further driving our ability to accomplish our strategic goals.
|
|
•
|
Issued $1.1 billion principal amount of 6 1/2 percent Senior Notes due 2026;
|
|
•
|
Issued $750 principal amount of 5 1/4 percent Senior Notes due 2030;
|
|
•
|
Redeemed all of our 5 3/4 percent Senior Notes;
|
|
•
|
Entered into a $1 billion term loan facility;
|
|
•
|
Amended and extended our ABL facility, including an increase in the facility size from $3.0 billion to $3.75 billion; and
|
|
•
|
Amended and extended our accounts receivable securitization facility, including an increase in the facility size from $775 to $975.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net income
|
$
|
270
|
|
|
$
|
270
|
|
|
$
|
445
|
|
|
$
|
453
|
|
|
Diluted earnings per share
|
$
|
3.44
|
|
|
$
|
3.20
|
|
|
$
|
5.62
|
|
|
$
|
5.34
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||||||||||
|
Tax rate applied to items below
|
25.3
|
%
|
|
|
|
25.3
|
%
|
|
|
|
25.4
|
%
|
|
|
|
25.3
|
%
|
|
|
||||||||||||
|
|
Contribution
to net income (after-tax) |
|
Impact on
diluted earnings per share
|
|
Contribution
to net income (after-tax)
|
|
Impact on
diluted earnings per share |
|
Contribution
to net income (after-tax)
|
|
Impact on
diluted earnings per share
|
|
Contribution
to net income (after-tax)
|
|
Impact on
diluted earnings per share
|
||||||||||||||||
|
Merger related costs (1)
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(1
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(3
|
)
|
|
$
|
(0.03
|
)
|
|
Merger related intangible asset amortization (2)
|
(49
|
)
|
|
(0.64
|
)
|
|
(30
|
)
|
|
(0.37
|
)
|
|
(101
|
)
|
|
(1.28
|
)
|
|
(64
|
)
|
|
(0.76
|
)
|
||||||||
|
Impact on depreciation related to acquired fleet and property and equipment (3)
|
(10
|
)
|
|
(0.12
|
)
|
|
(7
|
)
|
|
(0.08
|
)
|
|
(21
|
)
|
|
(0.26
|
)
|
|
(15
|
)
|
|
(0.17
|
)
|
||||||||
|
Impact of the fair value mark-up of acquired fleet (4)
|
(12
|
)
|
|
(0.15
|
)
|
|
(12
|
)
|
|
(0.15
|
)
|
|
(32
|
)
|
|
(0.41
|
)
|
|
(30
|
)
|
|
(0.36
|
)
|
||||||||
|
Restructuring charge (5)
|
(4
|
)
|
|
(0.06
|
)
|
|
(2
|
)
|
|
(0.03
|
)
|
|
(10
|
)
|
|
(0.13
|
)
|
|
(4
|
)
|
|
(0.05
|
)
|
||||||||
|
Asset impairment charge (6)
|
(3
|
)
|
|
(0.03
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(0.03
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
Loss on repurchase/redemption of debt securities and amendment of ABL facility
|
(24
|
)
|
|
(0.30
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
(0.30
|
)
|
|
—
|
|
|
—
|
|
||||||||
|
(1)
|
This reflects transaction costs associated with the NES and Neff acquisitions that were completed in 2017, and the BakerCorp and BlueLine acquisitions discussed in note 3 to our condensed consolidated financial statements. Merger related costs only include costs associated with major acquisitions that significantly impact our operations. For additional information, see "Results of Operations-Other costs/(income)-merger related costs" below.
|
|
(2)
|
This reflects the amortization of the intangible assets acquired in the RSC, National Pump, NES, Neff, BakerCorp and BlueLine acquisitions.
|
|
(3)
|
This reflects the impact of extending the useful lives of equipment acquired in the RSC, NES, Neff, BakerCorp and BlueLine acquisitions, 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, NES, Neff and BlueLine acquisitions that was subsequently sold.
|
|
(5)
|
This primarily reflects severance and branch closure charges associated with our restructuring programs. For additional information, see note 5 to our condensed consolidated financial statements.
|
|
(6)
|
This reflects write-offs of leasehold improvements and other fixed assets.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net income
|
$
|
270
|
|
|
$
|
270
|
|
|
$
|
445
|
|
|
$
|
453
|
|
|
Provision for income taxes
|
81
|
|
|
89
|
|
|
126
|
|
|
138
|
|
||||
|
Interest expense, net
|
180
|
|
|
112
|
|
|
331
|
|
|
221
|
|
||||
|
Depreciation of rental equipment
|
399
|
|
|
323
|
|
|
794
|
|
|
645
|
|
||||
|
Non-rental depreciation and amortization
|
105
|
|
|
67
|
|
|
209
|
|
|
138
|
|
||||
|
EBITDA
|
$
|
1,035
|
|
|
$
|
861
|
|
|
$
|
1,905
|
|
|
$
|
1,595
|
|
|
Merger related costs (1)
|
—
|
|
|
2
|
|
|
1
|
|
|
3
|
|
||||
|
Restructuring charge (2)
|
6
|
|
|
4
|
|
|
14
|
|
|
6
|
|
||||
|
Stock compensation expense, net (3)
|
16
|
|
|
24
|
|
|
31
|
|
|
43
|
|
||||
|
Impact of the fair value mark-up of acquired fleet (4)
|
16
|
|
|
16
|
|
|
43
|
|
|
40
|
|
||||
|
Adjusted EBITDA
|
$
|
1,073
|
|
|
$
|
907
|
|
|
$
|
1,994
|
|
|
$
|
1,687
|
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Net cash provided by operating activities
|
$
|
1,590
|
|
|
$
|
1,649
|
|
|
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
|
(8
|
)
|
|
(6
|
)
|
||
|
Gain on sales of rental equipment
|
148
|
|
|
139
|
|
||
|
Gain on sales of non-rental equipment
|
3
|
|
|
3
|
|
||
|
Gain on insurance proceeds from damaged equipment
|
12
|
|
|
14
|
|
||
|
Merger related costs (1)
|
(1
|
)
|
|
(3
|
)
|
||
|
Restructuring charge (2)
|
(14
|
)
|
|
(6
|
)
|
||
|
Stock compensation expense, net (3)
|
(31
|
)
|
|
(43
|
)
|
||
|
Loss on repurchase/redemption of debt securities and amendment of ABL facility
|
(32
|
)
|
|
—
|
|
||
|
Changes in assets and liabilities
|
(136
|
)
|
|
(404
|
)
|
||
|
Cash paid for interest
|
301
|
|
|
213
|
|
||
|
Cash paid for income taxes, net
|
73
|
|
|
39
|
|
||
|
EBITDA
|
$
|
1,905
|
|
|
$
|
1,595
|
|
|
Add back:
|
|
|
|
||||
|
Merger related costs (1)
|
1
|
|
|
3
|
|
||
|
Restructuring charge (2)
|
14
|
|
|
6
|
|
||
|
Stock compensation expense, net (3)
|
31
|
|
|
43
|
|
||
|
Impact of the fair value mark-up of acquired fleet (4)
|
43
|
|
|
40
|
|
||
|
Adjusted EBITDA
|
$
|
1,994
|
|
|
$
|
1,687
|
|
|
(1)
|
This reflects transaction costs associated with the NES and Neff acquisitions that were completed in 2017, and the BakerCorp and BlueLine acquisitions discussed in note 3 to our condensed consolidated financial statements. Merger related costs only include costs associated with major acquisitions that significantly impact our operations. For additional information, see "Results of Operations-Other costs/(income)-merger related costs" below.
|
|
(2)
|
This primarily reflects severance and branch closure charges associated with our restructuring programs. For additional information, see note 5 to our condensed consolidated financial statements.
|
|
(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, NES, Neff and BlueLine acquisitions that was subsequently sold.
|
|
(1)
|
Reflects the estimated impact of inflation on the revenue productivity of fleet based on OEC, which is recorded at cost.
|
|
(2)
|
Reflects the combined impact of changes in rental rates, time utilization, and mix that contribute to the variance in owned equipment rental revenue. See note 2 to the condensed consolidated financial statements for a discussion of the different types of equipment rentals revenue. Rental rate changes are calculated based on the year-over-year variance in average contract rates, weighted by the prior period revenue mix. 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. Mix includes the impact of changes in customer, fleet, geographic and segment mix.
|
|
(3)
|
Reflects the combined impact of changes in the other types of equipment rentals revenue (see note 2 for further detail), excluding owned equipment rental revenue.
|
|
(4)
|
As discussed in note 3 to the condensed consolidated financial statements, we completed the acquisitions of BakerCorp and BlueLine in July 2018 and October 2018, respectively. The pro forma information includes the standalone, pre-acquisition results of BakerCorp and BlueLine.
|
|
|
General
rentals
|
|
Trench, power and fluid solutions
|
|
Total
|
||||||
|
Three Months Ended June 30, 2019
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
1,527
|
|
|
$
|
433
|
|
|
$
|
1,960
|
|
|
Sales of rental equipment
|
180
|
|
|
17
|
|
|
197
|
|
|||
|
Sales of new equipment
|
52
|
|
|
8
|
|
|
60
|
|
|||
|
Contractor supplies sales
|
19
|
|
|
8
|
|
|
27
|
|
|||
|
Service and other revenues
|
40
|
|
|
6
|
|
|
46
|
|
|||
|
Total revenue
|
$
|
1,818
|
|
|
$
|
472
|
|
|
$
|
2,290
|
|
|
Three Months Ended June 30, 2018
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
1,332
|
|
|
$
|
299
|
|
|
$
|
1,631
|
|
|
Sales of rental equipment
|
145
|
|
|
12
|
|
|
157
|
|
|||
|
Sales of new equipment
|
38
|
|
|
6
|
|
|
44
|
|
|||
|
Contractor supplies sales
|
19
|
|
|
5
|
|
|
24
|
|
|||
|
Service and other revenues
|
32
|
|
|
3
|
|
|
35
|
|
|||
|
Total revenue
|
$
|
1,566
|
|
|
$
|
325
|
|
|
$
|
1,891
|
|
|
Six Months Ended June 30, 2019
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
2,950
|
|
|
$
|
805
|
|
|
$
|
3,755
|
|
|
Sales of rental equipment
|
358
|
|
|
31
|
|
|
389
|
|
|||
|
Sales of new equipment
|
107
|
|
|
15
|
|
|
122
|
|
|||
|
Contractor supplies sales
|
36
|
|
|
15
|
|
|
51
|
|
|||
|
Service and other revenues
|
77
|
|
|
13
|
|
|
90
|
|
|||
|
Total revenue
|
$
|
3,528
|
|
|
$
|
879
|
|
|
$
|
4,407
|
|
|
Six Months Ended June 30, 2018
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
2,533
|
|
|
$
|
557
|
|
|
$
|
3,090
|
|
|
Sales of rental equipment
|
316
|
|
|
22
|
|
|
338
|
|
|||
|
Sales of new equipment
|
75
|
|
|
11
|
|
|
86
|
|
|||
|
Contractor supplies sales
|
33
|
|
|
9
|
|
|
42
|
|
|||
|
Service and other revenues
|
62
|
|
|
7
|
|
|
69
|
|
|||
|
Total revenue
|
$
|
3,019
|
|
|
$
|
606
|
|
|
$
|
3,625
|
|
|
|
General
rentals
|
|
Trench, power and fluid solutions
|
|
Total
|
||||||
|
Three Months Ended June 30, 2019
|
|
|
|
|
|
||||||
|
Equipment Rentals Gross Profit
|
$
|
593
|
|
|
$
|
199
|
|
|
$
|
792
|
|
|
Equipment Rentals Gross Margin
|
38.8
|
%
|
|
46.0
|
%
|
|
40.4
|
%
|
|||
|
Three Months Ended June 30, 2018
|
|
|
|
|
|
||||||
|
Equipment Rentals Gross Profit
|
$
|
543
|
|
|
$
|
145
|
|
|
$
|
688
|
|
|
Equipment Rentals Gross Margin
|
40.8
|
%
|
|
48.5
|
%
|
|
42.2
|
%
|
|||
|
Six Months Ended June 30, 2019
|
|
|
|
|
|
||||||
|
Equipment Rentals Gross Profit
|
$
|
1,094
|
|
|
$
|
356
|
|
|
$
|
1,450
|
|
|
Equipment Rentals Gross Margin
|
37.1
|
%
|
|
44.2
|
%
|
|
38.6
|
%
|
|||
|
Six Months Ended June 30, 2018
|
|
|
|
|
|
||||||
|
Equipment Rentals Gross Profit
|
$
|
969
|
|
|
$
|
264
|
|
|
$
|
1,233
|
|
|
Equipment Rentals Gross Margin
|
38.3
|
%
|
|
47.4
|
%
|
|
39.9
|
%
|
|||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||
|
|
2019
|
|
2018
|
|
Change
|
|
2019
|
|
2018
|
|
Change
|
||
|
Total gross margin
|
39.8
|
%
|
|
41.4
|
%
|
|
(160) bps
|
|
37.9%
|
|
39.4%
|
|
(150) bps
|
|
Equipment rentals
|
40.4
|
%
|
|
42.2
|
%
|
|
(180) bps
|
|
38.6%
|
|
39.9%
|
|
(130) bps
|
|
Sales of rental equipment
|
41.1
|
%
|
|
41.4
|
%
|
|
(30) bps
|
|
38.0%
|
|
41.1%
|
|
(310) bps
|
|
Sales of new equipment
|
15.0
|
%
|
|
13.6
|
%
|
|
140 bps
|
|
13.9%
|
|
12.8%
|
|
110 bps
|
|
Contractor supplies sales
|
29.6
|
%
|
|
33.3
|
%
|
|
(370) bps
|
|
29.4%
|
|
33.3%
|
|
(390) bps
|
|
Service and other revenues
|
45.7
|
%
|
|
42.9
|
%
|
|
280 bps
|
|
46.7%
|
|
44.9%
|
|
180 bps
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||
|
|
2019
|
|
2018
|
Change
|
|
2019
|
|
2018
|
Change
|
|
Selling, general and administrative ("SG&A") expense
|
$271
|
|
$239
|
13.4%
|
|
$551
|
|
$471
|
17.0%
|
|
SG&A expense as a percentage of revenue
|
11.8%
|
|
12.6%
|
(80) bps
|
|
12.5%
|
|
13.0%
|
(50) bps
|
|
Merger related costs
|
—
|
|
2
|
(100.0)%
|
|
1
|
|
3
|
(66.7)%
|
|
Restructuring charge
|
6
|
|
4
|
50.0%
|
|
14
|
|
6
|
133.3%
|
|
Non-rental depreciation and amortization
|
105
|
|
67
|
56.7%
|
|
209
|
|
138
|
51.4%
|
|
Interest expense, net
|
180
|
|
112
|
60.7%
|
|
331
|
|
221
|
49.8%
|
|
Other income, net
|
(2)
|
|
(1)
|
100.0%
|
|
(5)
|
|
(2)
|
150.0%
|
|
Provision for income taxes
|
81
|
|
89
|
(9.0)%
|
|
126
|
|
138
|
(8.7)%
|
|
Effective tax rate
|
23.1%
|
|
24.8%
|
(170) bps
|
|
22.1%
|
|
23.4%
|
(130) bps
|
|
ABL facility:
|
|
||
|
Borrowing capacity, net of letters of credit
|
$
|
2,046
|
|
|
Outstanding debt, net of debt issuance costs
|
1,646
|
|
|
|
Interest rate at June 30, 2019
|
3.9
|
%
|
|
|
Average month-end principal amount of debt outstanding
|
1,558
|
|
|
|
Weighted-average interest rate on average debt outstanding
|
4.0
|
%
|
|
|
Maximum month-end principal amount of debt outstanding
|
1,691
|
|
|
|
Accounts receivable securitization facility:
|
|
||
|
Borrowing capacity
|
30
|
|
|
|
Outstanding debt, net of debt issuance costs
|
945
|
|
|
|
Interest rate at June 30, 2019
|
3.2
|
%
|
|
|
Average month-end principal amount of debt outstanding
|
898
|
|
|
|
Weighted-average interest rate on average debt outstanding
|
3.3
|
%
|
|
|
Maximum month-end principal amount of debt outstanding
|
958
|
|
|
|
|
Corporate Rating
|
|
Outlook
|
|
Moody’s
|
Ba2
|
|
Stable
|
|
Standard & Poor’s
|
BB
|
|
Stable
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Net cash provided by operating activities
|
$
|
1,590
|
|
|
$
|
1,649
|
|
|
Purchases of rental equipment
|
(1,129
|
)
|
|
(1,226
|
)
|
||
|
Purchases of non-rental equipment
|
(97
|
)
|
|
(80
|
)
|
||
|
Proceeds from sales of rental equipment
|
389
|
|
|
338
|
|
||
|
Proceeds from sales of non-rental equipment
|
15
|
|
|
8
|
|
||
|
Insurance proceeds from damaged equipment
|
12
|
|
|
14
|
|
||
|
Free cash flow
|
$
|
780
|
|
|
$
|
703
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
Item 4.
|
Controls and Procedures
|
|
Item 1.
|
Legal Proceedings
|
|
Item 1A.
|
Risk Factors
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Period
|
Total Number of
Shares Purchased
|
|
Average Price
Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
|
|
Maximum Dollar Amount of Shares That May Yet Be Purchased Under the Program (2)
|
||||||
|
April 1, 2019 to April 30, 2019
|
539,461
|
|
(1)
|
$
|
130.07
|
|
|
538,236
|
|
|
—
|
|
|
|
May 1, 2019 to May 31, 2019
|
519,482
|
|
(1)
|
$
|
135.13
|
|
|
518,138
|
|
|
—
|
|
|
|
June 1, 2019 to June 30, 2019
|
550,711
|
|
(1)
|
$
|
127.45
|
|
|
549,182
|
|
|
—
|
|
|
|
Total
|
1,609,654
|
|
|
$
|
130.81
|
|
|
1,605,556
|
|
|
$
|
410,071,656
|
|
|
(1)
|
In April 2019, May 2019 and June 2019, 1,225, 1,344 and 1,529 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 April 17, 2018, our Board authorized a $1.25 billion share repurchase program which commenced in July 2018. We intend to complete the program in 2019.
|
|
Item 6.
|
Exhibits
|
|
2(a)
|
Agreement and Plan of Merger, dated as of June 30, 2018, by and among United Rentals, Inc., UR Merger Sub IV Corporation and BakerCorp International Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on July 2, 2018)
|
|
|
|
|
2(b)
|
Agreement and Plan of Merger, dated as of September 10, 2018, by and among United Rentals, Inc., UR Merger Sub V Corporation, Vander Holding Corporation and Platinum Equity Advisors, LLC, solely in its capacity as the initial Holder Representative thereunder (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on September 10, 2018)
|
|
|
|
|
3(a)
|
Fourth Restated Certificate of Incorporation of United Rentals, Inc., dated June 1, 2017 (incorporated by reference to Exhibit 3.2 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on June 2, 2017)
|
|
|
|
|
3(b)
|
Amended and Restated By-Laws of United Rentals, Inc., amended as of May 4, 2017 (incorporated by reference to Exhibit 3.4 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on May 4, 2017)
|
|
|
|
|
3(c)
|
Restated Certificate of Incorporation of United Rentals (North America), Inc., dated April 30, 2012 (incorporated by reference to Exhibit 3(c) of the United Rentals, Inc. and United Rentals (North America), Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)
|
|
|
|
|
3(d)
|
By-laws of United Rentals (North America), Inc. dated May 8, 2013 (incorporated by reference to Exhibit 3(d) of the United Rentals, Inc. and United Rentals (North America), Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2013)
|
|
|
|
|
4
|
Indenture for the 5.25% Senior Notes due 2030, dated as of May 10, 2019, among United Rentals (North America), Inc., United Rentals, Inc., each of United Rental (North America), Inc.’s 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. and United Rentals (North America), Inc. Current Report on Form 8-K filed on May 10, 2019)
|
|
|
|
|
10(a)*
|
|
|
|
|
|
10(b)*
|
|
|
|
|
|
10(c)*
|
|
|
|
|
|
10(d)
|
Assignment and Acceptance Agreement and Amendment No. 10 to Third Amended and Restated Receivables Purchase Agreement and Amendment No. 6 to Third Amended and Restated Purchase and Contribution Agreement, dated as of June 28, 2019, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, Fairway Finance Company, LLC, The Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank, MUFG Bank, Ltd. (formerly known as the Bank of Tokyo-Mitsubishi UFJ, Ltd.), Bank of Montreal and The Toronto-Dominion Bank (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. and United Rentals (North America), Inc. Current Report on Form 8-K filed on June 28, 2019)
|
|
|
|
|
31(a)*
|
|
|
|
|
|
31(b)*
|
|
|
|
|
|
32(a)**
|
|
|
|
|
|
32(b)**
|
|
|
|
|
|
101.INS
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
*
|
Filed herewith.
|
|
**
|
Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K under the Exchange Act.
|
|
‡
|
Management contract, compensatory plan or arrangement.
|
|
|
|
UNITED RENTALS, INC.
|
||
|
|
|
|
|
|
|
Dated:
|
July 17, 2019
|
By:
|
|
/S/ ANDREW B. LIMOGES
|
|
|
|
|
|
Andrew B. Limoges Vice President, Controller and Principal Accounting Officer
|
|
|
|
|
||
|
|
|
UNITED RENTALS (NORTH AMERICA), INC.
|
||
|
|
|
|
|
|
|
Dated:
|
July 17, 2019
|
By:
|
|
/S/ ANDREW B. LIMOGES
|
|
|
|
|
|
Andrew B. Limoges Vice President, Controller and Principal Accounting Officer
|
|
|
|
|
|
|
|
(a)
|
This Agreement may not be changed or terminated except by written agreement signed by the Company and Awardee. It shall be binding on the parties and on their personal representatives and permitted assigns.
|
|
(b)
|
This Agreement sets forth all agreements of the parties. It supersedes and cancels all prior agreements with respect to the subject matter hereof. It shall be enforceable by decrees of specific performance (without posting bond or other security) as well as by other available remedies.
|
|
(c)
|
Awardee understands and agrees, in accordance with Section 3.3 of the Plan, by accepting this Award, Awardee has expressly consented to all of the items listed in Section 3.3.2(d) of the Plan, which are incorporated herein by reference.
|
|
(d)
|
This Agreement shall be governed by, and construed in accordance with, the laws of Connecticut, without regard to principles of conflict of laws.
|
|
(e)
|
BY ACCEPTING THIS AWARD, AWARDEE UNDERSTANDS AND AGREES THAT THE CHOICE OF FORUM AND DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTIONS 3.15 AND 3.16 OF THE PLAN, WHICH ARE EXPRESSLY INCORPORATED HEREIN BY REFERENCE AND WHICH, AMONG OTHER THINGS, PROVIDE THAT ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN THE COMPANY AND AWARDEE ARISING OUT OF OR RELATING TO OR CONCERNING THE PLAN OR THIS AGREEMENT SHALL BE FINALLY SETTLED BY ARBITRATION IN NEW YORK, NEW YORK, PURSUANT TO THE TERMS MORE FULLY SET FORTH IN SECTIONS 3.15 AND 3.16 OF THE PLAN, SHALL APPLY.
|
|
(f)
|
This Agreement may be signed in one or more counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were upon the same instrument.
|
|
By:
|
_______________________
|
|
By:
|
_______________________
|
|
UNITED RENTALS, INC.
|
EXECUTIVE:
|
|
By:/s/ Craig A. Pintoff
|
/s/ Matthew J. Flannery
|
|
Name: Craig A. Pintoff
|
Matthew J. Flannery
|
|
Title: EVP - Chief Administrative & Legal Officer
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of United Rentals, Inc. and United Rentals (North America), Inc. for the quarterly period ended June 30, 2019;
|
|
2.
|
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;
|
|
3.
|
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;
|
|
4.
|
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:
|
|
a)
|
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;
|
|
b)
|
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;
|
|
c)
|
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.
|
|
d)
|
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
|
|
5.
|
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):
|
|
a)
|
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
|
|
b)
|
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.
|
|
/S/ MATTHEW J. FLANNERY
|
|
Matthew J. Flannery
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of United Rentals, Inc. and United Rentals (North America), Inc. for the quarterly period ended June 30, 2019;
|
|
2.
|
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;
|
|
3.
|
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;
|
|
4.
|
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:
|
|
a)
|
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;
|
|
b)
|
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;
|
|
c)
|
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.
|
|
d)
|
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
|
|
5.
|
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):
|
|
a)
|
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
|
|
b)
|
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.
|
|
/S/ JESSICA T. GRAZIANO
|
|
Jessica T. Graziano
|
|
Chief Financial Officer
|
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m); and
|
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.
|
|
/S/ MATTHEW J. FLANNERY
|
|
Matthew J. Flannery
|
|
Chief Executive Officer
|
|
1.
|
the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m); and
|
|
2.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.
|
|
/S/ JESSICA T. GRAZIANO
|
|
Jessica T. Graziano
|
|
Chief Financial Officer
|