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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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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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☑
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Accelerated Filer
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☐
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Non-Accelerated Filer
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Smaller Reporting Company
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Emerging Growth Company
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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 $11.4 billion at December 31, 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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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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overcapacity of fleet in the equipment rental industry;
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inability to benefit from government spending, including spending associated with infrastructure projects;
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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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rates we charge and time utilization we achieve being less than anticipated;
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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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inability to access the capital that our businesses or growth plans may require;
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incurrence of impairment charges;
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trends in oil and natural gas could adversely affect the demand for our services and products;
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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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incurrence of additional expenses (including indemnification obligations) and other costs in connection with litigation, regulatory and investigatory matters;
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the outcome or other potential consequences of regulatory matters and commercial litigation;
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shortfalls in our insurance coverage;
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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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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;
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the effect of changes in tax law; and
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other factors discussed under Item 1A-Risk Factors, and elsewhere in this annual report.
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2019
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2018
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PERFORMANCE MEASURES
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Total revenues (in millions)
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$9,351
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$8,047
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Equipment rental revenue percent of total revenues
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85%
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86%
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Equipment rental revenue variance components:
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Year-over-year change in average OEC
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17.7%
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20.3%
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Assumed year-over-year inflation impact (1)
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(1.5)%
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(1.5)%
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Fleet productivity (2)
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(2.2)%
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1.9%
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Contribution from ancillary and re-rent revenue (3)
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0.8%
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0.7%
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Total equipment rental revenue variance
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14.8%
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21.4%
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*Pro forma equipment rentals variance components (4):
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Year-over-year change in average OEC
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4.9%
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6.6%
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Assumed year-over-year inflation impact (1)
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(1.5)%
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(1.5)%
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Fleet productivity (2)
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0.6%
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5.0%
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Contribution from ancillary and re-rent revenue (3)
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0.1%
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0.4%
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Total equipment rental revenue variance
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4.1%
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10.5%
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Key account percent of equipment rental revenue
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72%
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71%
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National account percent of equipment rental revenue
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43%
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44%
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FLEET
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Fleet original equipment cost (“OEC”) (in billions)
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$14.63
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$14.18
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Equipment classes
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4,000
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3,800
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Equipment units
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665,000
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660,000
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Fleet age in months
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49.5
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47.9
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Percent of fleet that is current on manufacturer's recommended maintenance
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81%
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82%
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Equipment rental revenue percent by fleet type:
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General construction and industrial equipment
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43%
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44%
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Aerial work platforms
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28%
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28%
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General tools and light equipment
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8%
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8%
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Power and HVAC (heating, ventilating and air conditioning) equipment
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8%
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8%
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Trench safety equipment
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6%
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6%
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Fluid solutions equipment
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7%
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6%
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LOCATIONS/PERSONNEL
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Rental locations
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1,175
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1,197
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Approximate number of branches per district
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4-11
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5-10
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Approximate number of districts per region
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4-9
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6-10
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Total employees
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19,100
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18,500
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INDUSTRY
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Estimated North American market share (5)
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13%
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13%
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Estimated North American equipment rental industry revenue growth
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5%
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7%
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United Rentals equipment pro forma rental revenue increase (4)
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4.1%
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10.5%
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2020 projected North American industry equipment rental revenue growth
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3%
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-
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CUSTOMERS/SUPPLIERS
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Largest customer percent of total revenues
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1%
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1%
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Top 10 customers percent of total revenues
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4%
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5%
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Largest supplier percent of capital expenditures
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12%
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15%
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Top 10 supplier percent of capital expenditures
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52%
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53%
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(1)
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Reflects the estimated impact of inflation on the revenue productivity of fleet based on OEC, which is recorded at cost.
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(2)
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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 3 to the 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.
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(3)
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Reflects the combined impact of changes in the other types of equipment rentals revenue (see note 3 for further detail), excluding owned equipment rental revenue.
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(4)
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As discussed in note 4 to the consolidated financial statements, we completed the acquisitions of BakerCorp and BlueLine in July 2018 and October 2018, respectively. Additionally, we completed the acquisition of NES Rentals Holdings II, Inc. (“NES”) and Neff Corporation ("Neff") in April 2017 and October 2017, respectively. The pro forma information includes the standalone, pre-acquisition results of NES, Neff, BakerCorp and BlueLine.
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(5)
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As discussed above, we completed the acquisitions of BakerCorp and BlueLine in July 2018 and October 2018, respectively. Estimated market share as of December 31, 2018 includes the standalone, pre-acquisition revenues of BakerCorp and BlueLine.
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A consistently superior standard of service to customers, often provided through a single point of contact;
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The further optimization of our customer mix and fleet mix, with a dual objective: to enhance our performance in serving our current customer base, and to focus on the accounts and customer types that are best suited to our strategy for profitable growth. We believe these efforts will lead to even better service of our target accounts, primarily large construction and industrial customers, as well as select local contractors. Our fleet team's analyses are aligned with these objectives to identify trends in equipment categories and define action plans that can generate improved returns;
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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;
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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;
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The continued expansion of our trench, power and fluid solutions footprint, as well as our tools and onsite services offerings, and the cross-selling of these services throughout our network, as exhibited by our recent acquisition of BakerCorp discussed above. We plan to open at least 25 specialty rental branches/tool hubs/onsite services locations in 2020 and continue to invest in specialty rental fleet to further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings; and
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The pursuit of strategic acquisitions to continue to expand our core equipment rental business, as exhibited by our recently completed acquisitions of NES, Neff and BlueLine. Strategic acquisitions allow us to invest our capital to expand our business, further driving our ability to accomplish our strategic goals.
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Industrial and other non-construction rentals represented approximately 50 percent of our rental revenue, primarily reflecting rentals to manufacturers, energy companies, chemical companies, paper mills, railroads, shipbuilders, utilities, retailers and infrastructure entities;
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Commercial construction rentals represented approximately 46 percent of our rental revenue, primarily reflecting rentals related to the construction and remodeling of facilities for office space, lodging, healthcare, entertainment and other commercial purposes; and
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Residential rentals represented approximately four percent of our rental revenue, primarily reflecting rentals of equipment for the construction and renovation of homes.
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Equipment Sharing Among Branches. Each branch within a region can access equipment located elsewhere in the region. This fleet sharing increases equipment utilization because equipment that is idle at one branch can be marketed and rented through other branches. Additionally, fleet sharing allows us to be more disciplined with our capital spend.
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Customer Care Center. We have a Customer Care Center ("CCC") with locations in Tampa, Florida and Charlotte, North Carolina that handles all telephone calls to our customer service telephone line, 1-800-UR-RENTS. The CCC handles many of the 1-800-UR-RENTS telephone calls without having to route them to individual branches, and allows us to provide a more uniform quality experience to customers, manage fleet sharing more effectively and free up branch employee time.
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Consolidation of Common Functions. We reduce costs through the consolidation of functions that are common to our branches, such as accounts payable, payroll, benefits and risk management, information technology and credit and collection.
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enable branch personnel to (i) determine equipment availability, (ii) access all equipment within a geographic region and arrange for equipment to be delivered from anywhere in the region directly to the customer, (iii) monitor business activity on a real-time basis and (iv) obtain customized reports on a wide range of operating and financial data, including equipment utilization, rental rate trends, maintenance histories and customer transaction histories;
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allow our mobile sales and service team members to support our customers efficiently while in the field;
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permit customers to access their accounts online; and
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allow management to obtain a wide range of operational and financial data.
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enabling us to better serve national account customers with multiple locations;
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helping us achieve favorable resale prices by allowing us to access used equipment resale markets across North America; and
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reducing our dependence on any particular customer.
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construction companies that use equipment for constructing and renovating commercial buildings, warehouses, industrial and manufacturing plants, office parks, airports, residential developments and other facilities;
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industrial companies—such as manufacturers, chemical companies, paper mills, railroads, ship builders and utilities—that use equipment for plant maintenance, upgrades, expansion and construction;
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municipalities that require equipment for a variety of purposes; and
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homeowners and other individuals that use equipment for projects that range from simple repairs to major renovations.
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a decrease in expected levels of infrastructure spending;
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a lack of availability of credit;
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an overcapacity of fleet in the equipment rental industry;
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a decrease in the level of exploration, development, production activity and capital spending by oil and natural gas companies;
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an increase in the cost of construction materials;
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an increase in interest rates;
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adverse weather conditions, which may temporarily affect a particular region;
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a prolonged shutdown of the U.S. government; or
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terrorism or hostilities involving the United States, Canada or Europe.
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increasing our vulnerability to, and limiting our flexibility to plan for, or react to, adverse economic, industry or competitive developments;
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making it more difficult to pay or refinance our debts as they become due during periods of adverse economic, financial market or industry conditions;
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requiring us to devote a substantial portion of our cash flow to debt service, reducing the funds available for other purposes, including funding working capital, capital expenditures, acquisitions, execution of our growth strategy and other general corporate purposes, or otherwise constraining our financial flexibility;
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restricting our ability to move operating cash flows to Holdings. URNA’s payment capacity is restricted under the covenants in our senior secured asset-based revolving credit facility (“ABL facility”), our senior secured term loan credit facility (“term loan facility”) and the indentures governing URNA’s outstanding indebtedness;
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affecting our ability to obtain additional financing for working capital, acquisitions or other purposes, particularly since substantially all of our assets are subject to security interests relating to existing indebtedness;
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decreasing our profitability or cash flow;
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causing us to be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions;
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causing us to be disadvantaged compared to competitors with less debt and lower debt service requirements;
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resulting in a downgrade in our credit rating or the credit ratings of any of the indebtedness of our subsidiaries, which could increase the cost of further borrowings;
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requiring our debt to become due and payable upon a change in control; and
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limiting our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes.
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reducing or delaying capital expenditures;
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limiting our growth;
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seeking additional capital;
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selling assets; or
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restructuring or refinancing our indebtedness.
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unrecorded liabilities of acquired companies and unidentified issues that we fail to discover during our due diligence investigations or that are not subject to indemnification or reimbursement by the seller;
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greater than expected expenses such as the need to obtain additional debt or equity financing for any transaction;
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unfavorable accounting treatment and unexpected increases in taxes;
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adverse effects on our ability to maintain relationships with customers, employees and suppliers;
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inherent risk associated with entering a geographic area or line of business in which we have no or limited experience;
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difficulty in assimilating the operations and personnel of an acquired company within our existing operations, including the consolidation of corporate and administrative functions;
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difficulty in integrating marketing, information technology and other systems;
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difficulty in conforming standards, controls, procedures and policies, business cultures and compensation structures;
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difficulty in identifying and eliminating redundant and underperforming operations and assets;
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loss of key employees of the acquired company;
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operating inefficiencies that have a negative impact on profitability;
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impairment of goodwill or other acquisition-related intangible assets;
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failure to achieve anticipated synergies or receiving an inadequate return of capital; and
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strains on management and other personnel time and resources to evaluate, negotiate and integrate acquisitions.
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the seasonal rental patterns of our customers, with rental activity tending to be lower in the winter;
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changes in the size of our rental fleet and/or in the rate at which we sell our used equipment;
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an overcapacity of fleet in the equipment rental industry;
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changes in private non-residential construction spending or government funding for infrastructure and other construction projects;
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changes in demand for, or utilization of, our equipment or in the prices we charge due to changes in economic conditions, competition or other factors;
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commodity price pressures and the resultant increase in the cost of fuel and steel to our equipment suppliers, which can result in increased equipment costs for us;
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other cost fluctuations, such as costs for employee-related compensation and healthcare benefits;
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labor shortages, work stoppages or other labor difficulties;
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potential enactment of new legislation affecting our operations or labor relations;
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completion of acquisitions, divestitures or recapitalizations;
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increases in interest rates and related increases in our interest expense and our debt service obligations;
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the possible need, from time to time, to record goodwill impairment charges or other write-offs or charges due to a variety of occurrences, such as the adoption of new accounting standards, the impairment of assets, rental location divestitures, dislocation in the equity and/or credit markets, consolidations or closings, restructurings, the refinancing of existing indebtedness or the buy-out of equipment leases; and
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currency risks and other risks associated with international operations.
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announcements of developments related to our business;
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market perceptions of any proposed merger or acquisition and the likelihood of our involvement in other merger and acquisition activity;
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variations in our revenues, gross margins, earnings or other financial results from investors’ expectations;
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departure of key personnel;
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purchases or sales of large blocks of our stock by institutional investors or transactions by insiders;
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fluctuations in the results of our operations and general conditions in the economy, our market, and the markets served by our customers;
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investor perceptions of the equipment rental industry in general and our Company in particular;
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fluctuations in the prices of oil and natural gas;
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expectations regarding our share repurchase program; and
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the operating and stock performance of comparable companies or related industries.
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the level of supply and demand for oil and natural gas;
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governmental regulations, including the policies of governments regarding climate change and the exploration for, and production and development of, oil and natural gas reserves;
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weather conditions and natural disasters;
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worldwide political, military and economic conditions;
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the level of oil production by non-OPEC countries and the available excess production capacity within OPEC;
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oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas;
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the cost of producing and delivering oil and natural gas; and
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potential acceleration of the development of alternative fuels.
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our insurance policies, reflecting a program structure that we believe reflects market conditions for companies our size, are often subject to significant deductibles or self-insured retentions;
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our director and officer liability insurance policy has no deductible for individual non-indemnifiable loss, but is subject to a deductible for company reimbursement coverage;
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we do not currently maintain Company-wide stand-alone coverage for environmental liability (other than legally required coverage), since we believe the cost for such coverage is high relative to the benefit it provides; and
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certain types of claims, such as claims for punitive damages or for damages arising from intentional misconduct, which are often alleged in third party lawsuits, might not be covered by our insurance.
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the market price for new equipment of a like kind;
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wear and tear on the equipment relative to its age and the performance of preventive maintenance;
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the time of year that it is sold;
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the supply of used equipment on the market;
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the existence and capacities of different sales outlets;
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the age of the equipment at the time it is sold;
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worldwide and domestic demand for used equipment; and
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general economic conditions.
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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United States
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●
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Alabama (GR 23, TPF 6)
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Maine (GR 4)
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Oklahoma (GR 25, TPF 4)
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Alaska (GR 2)
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Maryland (GR 13, TPF 7)
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Oregon (GR 10, TPF 4)
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Arizona (GR 14, TPF 5)
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Massachusetts (GR 14, TPF 4)
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Pennsylvania (GR 19, TPF 7)
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Arkansas (GR 13, TPF 1)
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Michigan (GR 8, TPF 4)
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Puerto Rico (GR 2)
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California (GR 79, TPF 32)
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Minnesota (GR 10, TPF 3)
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Rhode Island (GR 2, TPF 1)
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Colorado (GR 13, TPF 4)
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Mississippi (GR 13, TPF 2)
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South Carolina (GR 17, TPF 8)
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Connecticut (GR 6, TPF 2)
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Missouri (GR 13, TPF 4)
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South Dakota (GR 2)
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Delaware (GR 2, TPF 1)
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Montana (GR 1)
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Tennessee (GR 21, TPF 9)
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Florida (GR 42, TPF 24)
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Nebraska (GR 2, TPF 1)
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Texas (GR 120, TPF 32)
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Georgia (GR 36, TPF 8)
|
●
|
Nevada (GR 9, TPF 4)
|
●
|
Utah (GR 3, TPF 3)
|
|
●
|
Idaho (GR 2)
|
●
|
New Hampshire (GR 1, TPF 1)
|
●
|
Vermont (GR 2)
|
|
●
|
Illinois (GR 14, TPF 8)
|
●
|
New Jersey (GR 9, TPF 7)
|
●
|
Virginia (GR 22, TPF 8)
|
|
●
|
Indiana (GR 6, TPF 1)
|
●
|
New Mexico (GR 8, TPF 1)
|
●
|
Washington (GR 20, TPF 7)
|
|
●
|
Iowa (GR 9, TPF 2)
|
●
|
New York (GR 20, TPF 2)
|
●
|
West Virginia (GR 5, TPF 1)
|
|
●
|
Kansas (GR 12, TPF 2)
|
●
|
North Carolina (GR 27, TPF 8)
|
●
|
Wisconsin (GR 8, TPF 1)
|
|
●
|
Kentucky (GR 10, TPF 1)
|
●
|
North Dakota (GR 5)
|
●
|
Wyoming (GR 4)
|
|
●
|
Louisiana (GR 34, TPF 13)
|
●
|
Ohio (GR 17, TPF 8)
|
|
|
|
|
|
|
|
|
|
|
|
Canada
|
|
Europe
|
|
|
|
●
|
Alberta (GR 27, TPF 9)
|
●
|
France (TPF 4)
|
|
|
|
●
|
British Columbia (GR 23, TPF 5)
|
●
|
Germany (TPF 4)
|
|
|
|
●
|
Manitoba (GR 5)
|
●
|
Netherlands (TPF 1)
|
|
|
|
●
|
New Brunswick (GR 6, TPF 1)
|
●
|
United Kingdom (TPF 2)
|
|
|
|
●
|
Newfoundland (GR 6)
|
|
|
|
|
|
●
|
Nova Scotia (GR 4, TPF 1)
|
|
|
|
|
|
●
|
Ontario (GR 27, TPF 6)
|
|
|
|
|
|
●
|
Prince Edward Island (GR 1)
|
|
|
|
|
|
●
|
Quebec (GR 7, TPF 3)
|
|
|
|
|
|
●
|
Saskatchewan (GR 7, TPF 2)
|
|
|
|
|
|
Item 3.
|
Legal Proceedings
|
|
Item 4.
|
(Removed and Reserved)
|
|
Item 5.
|
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
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)
|
||||
|
October 1, 2019 to October 31, 2019
|
600,646
|
|
(1)
|
$
|
117.09
|
|
|
597,993
|
|
|
November 1, 2019 to November 30, 2019
|
411,721
|
|
(1)
|
$
|
151.40
|
|
|
408,120
|
|
|
December 1, 2019 to December 31, 2019
|
440,749
|
|
(1)
|
$
|
158.96
|
|
|
429,193
|
|
|
Total
|
1,453,116
|
|
|
$
|
139.51
|
|
|
1,435,306
|
|
|
(1)
|
In October 2019, November 2019 and December 2019, 2,653, 3,601 and 11,556 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. The program was completed in 2019, and there were no open share repurchase programs as of December 31, 2019. In January 2020, our Board authorized a new $500 million share repurchase program, which will commence in the first quarter of 2020 and which we intend to complete over twelve months.
|
|
Item 6.
|
Selected Financial Data
|
|
•
|
In April 2017, we completed the acquisition of NES Rentals Holdings II, Inc. (“NES”). NES had annual revenues of approximately $369;
|
|
•
|
In October 2017, we completed the acquisition of Neff Corporation ("Neff"). Neff had annual revenues of approximately $413;
|
|
•
|
In July 2018, we completed the acquisition of BakerCorp International Holdings, Inc. (“BakerCorp”). BakerCorp had annual revenues of approximately $295; and
|
|
•
|
In October 2018, we completed the acquisition of Vander Holding Corporation and its subsidiaries (“BlueLine”). BlueLine had annual revenues of approximately $786.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||
|
(in millions, except per share data)
|
|||||||||||||||||||
|
Income statement data:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total revenues
|
$
|
9,351
|
|
|
$
|
8,047
|
|
|
$
|
6,641
|
|
|
$
|
5,762
|
|
|
$
|
5,817
|
|
|
Total cost of revenues
|
5,681
|
|
|
4,683
|
|
|
3,872
|
|
|
3,359
|
|
|
3,337
|
|
|||||
|
Gross profit
|
3,670
|
|
|
3,364
|
|
|
2,769
|
|
|
2,403
|
|
|
2,480
|
|
|||||
|
Selling, general and administrative expenses
|
1,092
|
|
|
1,038
|
|
|
903
|
|
|
719
|
|
|
714
|
|
|||||
|
Merger related costs
|
1
|
|
|
36
|
|
|
50
|
|
|
—
|
|
|
(26
|
)
|
|||||
|
Restructuring charge
|
18
|
|
|
31
|
|
|
50
|
|
|
14
|
|
|
6
|
|
|||||
|
Non-rental depreciation and amortization
|
407
|
|
|
308
|
|
|
259
|
|
|
255
|
|
|
268
|
|
|||||
|
Operating income
|
2,152
|
|
|
1,951
|
|
|
1,507
|
|
|
1,415
|
|
|
1,518
|
|
|||||
|
Interest expense, net
|
648
|
|
|
481
|
|
|
464
|
|
|
511
|
|
|
567
|
|
|||||
|
Other income, net
|
(10
|
)
|
|
(6
|
)
|
|
(5
|
)
|
|
(5
|
)
|
|
(12
|
)
|
|||||
|
Income before provision (benefit) for income taxes
|
1,514
|
|
|
1,476
|
|
|
1,048
|
|
|
909
|
|
|
963
|
|
|||||
|
Provision (benefit) for income taxes (1)
|
340
|
|
|
380
|
|
|
(298
|
)
|
|
343
|
|
|
378
|
|
|||||
|
Net income (1)
|
1,174
|
|
|
1,096
|
|
|
1,346
|
|
|
566
|
|
|
585
|
|
|||||
|
Basic earnings per share (1)
|
$
|
15.18
|
|
|
$
|
13.26
|
|
|
$
|
15.91
|
|
|
$
|
6.49
|
|
|
$
|
6.14
|
|
|
Diluted earnings per share (1)
|
$
|
15.11
|
|
|
$
|
13.12
|
|
|
$
|
15.73
|
|
|
$
|
6.45
|
|
|
$
|
6.07
|
|
|
|
December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
|
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total assets
|
$
|
18,970
|
|
|
$
|
18,133
|
|
|
$
|
15,030
|
|
|
$
|
11,988
|
|
|
$
|
12,083
|
|
|
Total debt
|
11,428
|
|
|
11,747
|
|
|
9,440
|
|
|
7,790
|
|
|
8,162
|
|
|||||
|
Stockholders’ equity
|
3,830
|
|
|
3,403
|
|
|
3,106
|
|
|
1,648
|
|
|
1,476
|
|
|||||
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in millions, except per share data and unless otherwise indicated)
|
|
•
|
A consistently superior standard of service to customers, often provided through a single point of contact;
|
|
•
|
The further optimization of our customer mix and fleet mix, with a dual objective: to enhance our performance in serving our current customer base, and to focus on the accounts and customer types that are best suited to our strategy for profitable growth. We believe these efforts will lead to even better service of our target accounts, primarily large construction and industrial customers, as well as select local contractors. Our fleet team's analyses are aligned with these objectives to identify trends in equipment categories and define action plans that can generate improved returns;
|
|
•
|
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 and onsite services offerings, and the cross-selling of these services throughout our network, as exhibited by our recent acquisition of BakerCorp discussed above. We plan to open at least 25 specialty rental branches/tool hubs/onsite services locations in 2020 and continue to invest in specialty rental fleet to further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings; and
|
|
•
|
The pursuit of strategic acquisitions to continue to expand our core equipment rental business, as exhibited by our recently completed acquisitions of NES, Neff and BlueLine (which is discussed further in note 4 to the consolidated financial statements). Strategic acquisitions allow us to invest our capital to expand our business, further driving our ability to accomplish our strategic goals.
|
|
•
|
Equipment rentals increased 14.8 percent and 4.1 percent year-over-year, on an actual and a pro forma basis, respectively;
|
|
•
|
Average OEC increased 17.7 percent and 4.9 percent year-over-year, on an actual and a pro forma basis, respectively;
|
|
•
|
Fleet productivity decreased 2.2 percent primarily due to the impact of the BakerCorp and BlueLine acquisitions. On a pro forma basis, fleet productivity increased 0.6 percent;
|
|
•
|
72 percent of equipment rental revenue was derived from key accounts, as compared to 71 percent in 2018. Key accounts are each managed by a single point of contact to enhance customer service; and
|
|
•
|
The number of rental locations in our higher margin trench, power and fluid solutions (also referred to as "specialty") segment increased by 27 year-over-year primarily due to acquisitions and cold starts.
|
|
•
|
Issued $750 principal amount of 5 1/4 percent Senior Notes due 2030;
|
|
•
|
Issued $750 principal amount of 3 7/8 percent Senior Secured Notes due 2027;
|
|
•
|
Redeemed all $850 principal amount of our 5 3/4 percent Senior Notes;
|
|
•
|
Redeemed all $1.0 billion principal amount of our 4 5/8 percent Senior Secured Notes;
|
|
•
|
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.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net income
|
$
|
1,174
|
|
|
$
|
1,096
|
|
|
$
|
1,346
|
|
|
Diluted earnings per share
|
$
|
15.11
|
|
|
$
|
13.12
|
|
|
$
|
15.73
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||||||||||||||
|
Tax rate applied to items below
|
25.3
|
%
|
|
|
|
25.5
|
%
|
|
|
|
38.5
|
%
|
|
|
|||||||||
|
|
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
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
(27
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(31
|
)
|
|
$
|
(0.36
|
)
|
|
Merger related intangible asset amortization (2)
|
(194
|
)
|
|
(2.48
|
)
|
|
(147
|
)
|
|
(1.76
|
)
|
|
(99
|
)
|
|
(1.15
|
)
|
||||||
|
Impact on depreciation related to acquired fleet and property and equipment (3)
|
(30
|
)
|
|
(0.39
|
)
|
|
(16
|
)
|
|
(0.19
|
)
|
|
(5
|
)
|
|
(0.05
|
)
|
||||||
|
Impact of the fair value mark-up of acquired fleet (4)
|
(56
|
)
|
|
(0.72
|
)
|
|
(49
|
)
|
|
(0.59
|
)
|
|
(50
|
)
|
|
(0.59
|
)
|
||||||
|
Restructuring charge (5)
|
(14
|
)
|
|
(0.18
|
)
|
|
(23
|
)
|
|
(0.28
|
)
|
|
(31
|
)
|
|
(0.36
|
)
|
||||||
|
Asset impairment charge (6)
|
(4
|
)
|
|
(0.05
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(0.01
|
)
|
||||||
|
Loss on extinguishment of debt securities and amendment of ABL facility
|
(45
|
)
|
|
(0.58
|
)
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
(0.39
|
)
|
||||||
|
(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 4 to the 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)
|
As discussed in note 6 to our consolidated financial statements, this primarily reflects severance costs and branch closure charges associated with our restructuring programs.
|
|
(6)
|
This reflects write-offs of leasehold improvements and other fixed assets.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net income
|
$
|
1,174
|
|
|
$
|
1,096
|
|
|
$
|
1,346
|
|
|
Provision (benefit) for income taxes
|
340
|
|
|
380
|
|
|
(298
|
)
|
|||
|
Interest expense, net
|
648
|
|
|
481
|
|
|
464
|
|
|||
|
Depreciation of rental equipment
|
1,631
|
|
|
1,363
|
|
|
1,124
|
|
|||
|
Non-rental depreciation and amortization
|
407
|
|
|
308
|
|
|
259
|
|
|||
|
EBITDA
|
4,200
|
|
|
3,628
|
|
|
2,895
|
|
|||
|
Merger related costs (1)
|
1
|
|
|
36
|
|
|
50
|
|
|||
|
Restructuring charge (2)
|
18
|
|
|
31
|
|
|
50
|
|
|||
|
Stock compensation expense, net (3)
|
61
|
|
|
102
|
|
|
87
|
|
|||
|
Impact of the fair value mark-up of acquired fleet (4)
|
75
|
|
|
66
|
|
|
82
|
|
|||
|
Adjusted EBITDA
|
$
|
4,355
|
|
|
$
|
3,863
|
|
|
$
|
3,164
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net cash provided by operating activities
|
$
|
3,024
|
|
|
$
|
2,853
|
|
|
$
|
2,209
|
|
|
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
|
(15
|
)
|
|
(12
|
)
|
|
(9
|
)
|
|||
|
Gain on sales of rental equipment
|
313
|
|
|
278
|
|
|
220
|
|
|||
|
Gain on sales of non-rental equipment
|
6
|
|
|
6
|
|
|
4
|
|
|||
|
Gain on insurance proceeds from damaged equipment
|
24
|
|
|
22
|
|
|
21
|
|
|||
|
Merger related costs (1)
|
(1
|
)
|
|
(36
|
)
|
|
(50
|
)
|
|||
|
Restructuring charge (2)
|
(18
|
)
|
|
(31
|
)
|
|
(50
|
)
|
|||
|
Stock compensation expense, net (3)
|
(61
|
)
|
|
(102
|
)
|
|
(87
|
)
|
|||
|
Loss on extinguishment of debt securities and amendment of ABL facility
|
(61
|
)
|
|
—
|
|
|
(54
|
)
|
|||
|
Changes in assets and liabilities
|
170
|
|
|
124
|
|
|
129
|
|
|||
|
Cash paid for interest
|
581
|
|
|
455
|
|
|
357
|
|
|||
|
Cash paid for income taxes, net
|
238
|
|
|
71
|
|
|
205
|
|
|||
|
EBITDA
|
4,200
|
|
|
3,628
|
|
|
2,895
|
|
|||
|
Add back:
|
|
|
|
|
|
||||||
|
Merger related costs (1)
|
1
|
|
|
36
|
|
|
50
|
|
|||
|
Restructuring charge (2)
|
18
|
|
|
31
|
|
|
50
|
|
|||
|
Stock compensation expense, net (3)
|
61
|
|
|
102
|
|
|
87
|
|
|||
|
Impact of the fair value mark-up of acquired fleet (4)
|
75
|
|
|
66
|
|
|
82
|
|
|||
|
Adjusted EBITDA
|
$
|
4,355
|
|
|
$
|
3,863
|
|
|
$
|
3,164
|
|
|
(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 4 to the 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)
|
As discussed in note 6 to our consolidated financial statements, this primarily reflects severance costs and branch closure charges associated with our restructuring programs.
|
|
(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.
|
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
||||||
|
Equipment rentals*
|
$
|
7,964
|
|
|
$
|
6,940
|
|
|
$
|
5,715
|
|
|
14.8%
|
|
21.4%
|
|
Sales of rental equipment
|
831
|
|
|
664
|
|
|
550
|
|
|
25.2%
|
|
20.7%
|
|||
|
Sales of new equipment
|
268
|
|
|
208
|
|
|
178
|
|
|
28.8%
|
|
16.9%
|
|||
|
Contractor supplies sales
|
104
|
|
|
91
|
|
|
80
|
|
|
14.3%
|
|
13.8%
|
|||
|
Service and other revenues
|
184
|
|
|
144
|
|
|
118
|
|
|
27.8%
|
|
22.0%
|
|||
|
Total revenues
|
$
|
9,351
|
|
|
$
|
8,047
|
|
|
$
|
6,641
|
|
|
16.2%
|
|
21.2%
|
|
*Equipment rentals variance components:
|
|
|
|
|
|
|
|
|
|
||||||
|
Year-over-year change in average OEC
|
|
|
|
|
|
|
17.7%
|
|
20.3%
|
||||||
|
Assumed year-over-year inflation impact (1)
|
|
|
|
|
|
|
(1.5)%
|
|
(1.5)%
|
||||||
|
Fleet productivity (2)
|
|
|
|
|
|
|
(2.2)%
|
|
1.9%
|
||||||
|
Contribution from ancillary and re-rent revenue (3)
|
|
|
|
|
|
|
0.8%
|
|
0.7%
|
||||||
|
Total change in equipment rentals
|
|
|
|
|
|
|
14.8%
|
|
21.4%
|
||||||
|
*Pro forma equipment rentals variance components (4):
|
|
|
|
|
|
|
|
|
|
||||||
|
Year-over-year change in average OEC
|
|
|
|
|
|
|
4.9%
|
|
6.6%
|
||||||
|
Assumed year-over-year inflation impact (1)
|
|
|
|
|
|
|
(1.5)%
|
|
(1.5)%
|
||||||
|
Fleet productivity (2)
|
|
|
|
|
|
|
0.6%
|
|
5.0%
|
||||||
|
Contribution from ancillary and re-rent revenue (3)
|
|
|
|
|
|
|
0.1%
|
|
0.4%
|
||||||
|
Total change in equipment rentals
|
|
|
|
|
|
|
4.1%
|
|
10.5%
|
||||||
|
(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 3 to the 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 3 for further detail), excluding owned equipment rental revenue.
|
|
(4)
|
As discussed in note 4 to the consolidated financial statements, we completed the acquisitions of BakerCorp and BlueLine in July 2018 and October 2018, respectively. Additionally, we completed the acquisition of NES and Neff in April 2017
|
|
|
General
rentals |
|
Trench,
power and fluid solutions |
|
Total
|
||||||
|
Year Ended December 31, 2019
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
6,202
|
|
|
$
|
1,762
|
|
|
$
|
7,964
|
|
|
Sales of rental equipment
|
768
|
|
|
63
|
|
|
831
|
|
|||
|
Sales of new equipment
|
238
|
|
|
30
|
|
|
268
|
|
|||
|
Contractor supplies sales
|
71
|
|
|
33
|
|
|
104
|
|
|||
|
Service and other revenues
|
157
|
|
|
27
|
|
|
184
|
|
|||
|
Total revenue
|
$
|
7,436
|
|
|
$
|
1,915
|
|
|
$
|
9,351
|
|
|
Year Ended December 31, 2018
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
5,550
|
|
|
$
|
1,390
|
|
|
$
|
6,940
|
|
|
Sales of rental equipment
|
619
|
|
|
45
|
|
|
664
|
|
|||
|
Sales of new equipment
|
186
|
|
|
22
|
|
|
208
|
|
|||
|
Contractor supplies sales
|
68
|
|
|
23
|
|
|
91
|
|
|||
|
Service and other revenues
|
127
|
|
|
17
|
|
|
144
|
|
|||
|
Total revenue
|
$
|
6,550
|
|
|
$
|
1,497
|
|
|
$
|
8,047
|
|
|
Year Ended December 31, 2017
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
4,727
|
|
|
$
|
988
|
|
|
$
|
5,715
|
|
|
Sales of rental equipment
|
509
|
|
|
41
|
|
|
550
|
|
|||
|
Sales of new equipment
|
159
|
|
|
19
|
|
|
178
|
|
|||
|
Contractor supplies sales
|
65
|
|
|
15
|
|
|
80
|
|
|||
|
Service and other revenues
|
105
|
|
|
13
|
|
|
118
|
|
|||
|
Total revenue
|
$
|
5,565
|
|
|
$
|
1,076
|
|
|
$
|
6,641
|
|
|
|
General
rentals |
|
Trench,
power and fluid solutions |
|
Total
|
||||||
|
2019
|
|
|
|
|
|
||||||
|
Equipment Rentals Gross Profit
|
$
|
2,407
|
|
|
$
|
800
|
|
|
$
|
3,207
|
|
|
Equipment Rentals Gross Margin
|
38.8
|
%
|
|
45.4
|
%
|
|
40.3
|
%
|
|||
|
2018
|
|
|
|
|
|
||||||
|
Equipment Rentals Gross Profit
|
$
|
2,293
|
|
|
$
|
670
|
|
|
$
|
2,963
|
|
|
Equipment Rentals Gross Margin
|
41.3
|
%
|
|
48.2
|
%
|
|
42.7
|
%
|
|||
|
2017
|
|
|
|
|
|
||||||
|
Equipment Rentals Gross Profit
|
$
|
1,950
|
|
|
$
|
490
|
|
|
$
|
2,440
|
|
|
Equipment Rentals Gross Margin
|
41.3
|
%
|
|
49.6
|
%
|
|
42.7
|
%
|
|||
|
|
Year Ended December 31,
|
|
Change
|
||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
Total gross margin
|
39.2%
|
|
41.8%
|
|
41.7%
|
|
(260) bps
|
|
10 bps
|
|
Equipment rentals
|
40.3%
|
|
42.7%
|
|
42.7%
|
|
(240) bps
|
|
—
|
|
Sales of rental equipment
|
37.7%
|
|
41.9%
|
|
40.0%
|
|
(420) bps
|
|
190 bps
|
|
Sales of new equipment
|
13.8%
|
|
13.9%
|
|
14.6%
|
|
(10) bps
|
|
(70) bps
|
|
Contractor supplies sales
|
29.8%
|
|
34.1%
|
|
30.0%
|
|
(430) bps
|
|
410 bps
|
|
Service and other revenues
|
44.6%
|
|
43.8%
|
|
50.0%
|
|
80 bps
|
|
(620) bps
|
|
ABL facility:
|
|
||
|
Borrowing capacity, net of letters of credit
|
$
|
2,045
|
|
|
Outstanding debt, net of debt issuance costs
|
1,638
|
|
|
|
Interest rate at December 31, 2019
|
3.1
|
%
|
|
|
Average month-end principal amount of debt outstanding
|
1,601
|
|
|
|
Weighted-average interest rate on average debt outstanding
|
3.7
|
%
|
|
|
Maximum month-end principal amount of debt outstanding
|
1,727
|
|
|
|
Accounts receivable securitization facility:
|
|
||
|
Borrowing capacity
|
46
|
|
|
|
Outstanding debt, net of debt issuance costs
|
929
|
|
|
|
Interest rate at December 31, 2019
|
2.6
|
%
|
|
|
Average month-end principal amount of debt outstanding
|
915
|
|
|
|
Weighted-average interest rate on average debt outstanding
|
3.1
|
%
|
|
|
Maximum month-end principal amount of debt outstanding
|
967
|
|
|
|
|
Corporate Rating
|
|
Outlook
|
|
Moody’s
|
Ba2
|
|
Stable
|
|
Standard & Poor’s
|
BB
|
|
Stable
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net cash provided by operating activities
|
$
|
3,024
|
|
|
$
|
2,853
|
|
|
$
|
2,209
|
|
|
Purchases of rental equipment
|
(2,132
|
)
|
|
(2,106
|
)
|
|
(1,769
|
)
|
|||
|
Purchases of non-rental equipment
|
(218
|
)
|
|
(185
|
)
|
|
(120
|
)
|
|||
|
Proceeds from sales of rental equipment
|
831
|
|
|
664
|
|
|
550
|
|
|||
|
Proceeds from sales of non-rental equipment
|
37
|
|
|
23
|
|
|
16
|
|
|||
|
Insurance proceeds from damaged equipment
|
24
|
|
|
22
|
|
|
21
|
|
|||
|
Free cash flow
|
$
|
1,566
|
|
|
$
|
1,271
|
|
|
$
|
907
|
|
|
|
2020
|
2021
|
2022
|
2023
|
2024
|
Thereafter
|
Total
|
||||||||||||||
|
Debt and finance leases (1)
|
$
|
997
|
|
$
|
40
|
|
$
|
32
|
|
$
|
21
|
|
$
|
1,661
|
|
$
|
8,765
|
|
$
|
11,516
|
|
|
Interest due on debt (2)
|
514
|
|
503
|
|
501
|
|
500
|
|
454
|
|
982
|
|
3,454
|
|
|||||||
|
Operating leases (1)
|
206
|
|
180
|
|
141
|
|
107
|
|
73
|
|
91
|
|
798
|
|
|||||||
|
Service agreements (3)
|
18
|
|
18
|
|
18
|
|
—
|
|
—
|
|
—
|
|
54
|
|
|||||||
|
Purchase obligations (4)
|
1,552
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,552
|
|
|||||||
|
Transition tax on unremitted foreign earnings and profits (5)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
14
|
|
14
|
|
|||||||
|
Total (6)
|
$
|
3,287
|
|
$
|
741
|
|
$
|
692
|
|
$
|
628
|
|
$
|
2,188
|
|
$
|
9,852
|
|
$
|
17,388
|
|
|
(1)
|
The payments due with respect to a period represent (i) in the case of debt and finance leases, the scheduled principal payments due in such period, and (ii) in the case of operating leases, the payments due in such period for non-cancelable operating leases with initial or remaining terms of one year or more. See note 12 to the consolidated financial statements for further debt information, and note 13 for further finance lease and operating lease information.
|
|
(2)
|
Estimated interest payments have been calculated based on the principal amount of debt and the applicable interest rates as of December 31, 2019.
|
|
(3)
|
These primarily represent service agreements with third parties to provide wireless and network services.
|
|
(4)
|
As of December 31, 2019, we had outstanding purchase orders, which were negotiated in the ordinary course of business, with our equipment and inventory suppliers. These purchase commitments can generally be cancelled by us with 30 days notice and without cancellation penalties. The equipment and inventory receipts from the suppliers for these purchases and related payments to the suppliers are expected to be completed throughout 2020.
|
|
(5)
|
As discussed further in note 14 to the consolidated financial statements, the Tax Act, which was enacted in December 2017, included a transition tax on unremitted foreign earnings and profits, and we completed the accounting for the transition tax in 2018. We have elected to pay the transition tax amount payable of $62 over an eight-year period. The amount that we expect to pay as reflected in the table above represents the total we owe, net of an overpayment of federal taxes, which we are required to apply to the transition tax.
|
|
(6)
|
This information excludes $10 of unrecognized tax benefits. It is not possible to estimate the time period during which these unrecognized tax benefits may be paid to tax authorities. Additionally, we are exposed to various claims relating to our business, including those for which we retain portions of the losses through the application of deductibles and self-insured retentions, which we sometimes refer to as “self-insurance.” Our self-insurance reserves totaled $121 at December 31, 2019. Self-insurance liabilities are based on estimates and actuarial assumptions and can fluctuate in both amount and in timing of cash settlement because historical trends are not necessarily predictive of the future, and, accordingly, are not included in the table above.
|
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
ASSETS
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
52
|
|
|
$
|
43
|
|
|
Accounts receivable, net of allowance for doubtful accounts of $103 at December 31, 2019 and $93 at December 31, 2018
|
1,530
|
|
|
1,545
|
|
||
|
Inventory
|
120
|
|
|
109
|
|
||
|
Prepaid expenses and other assets
|
140
|
|
|
64
|
|
||
|
Total current assets
|
1,842
|
|
|
1,761
|
|
||
|
Rental equipment, net
|
9,787
|
|
|
9,600
|
|
||
|
Property and equipment, net
|
604
|
|
|
614
|
|
||
|
Goodwill
|
5,154
|
|
|
5,058
|
|
||
|
Other intangible assets, net
|
895
|
|
|
1,084
|
|
||
|
Operating lease right-of-use assets (note 13)
|
669
|
|
|
—
|
|
||
|
Other long-term assets
|
19
|
|
|
16
|
|
||
|
Total assets
|
$
|
18,970
|
|
|
$
|
18,133
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
|
Short-term debt and current maturities of long-term debt
|
$
|
997
|
|
|
$
|
903
|
|
|
Accounts payable
|
454
|
|
|
536
|
|
||
|
Accrued expenses and other liabilities
|
747
|
|
|
677
|
|
||
|
Total current liabilities
|
2,198
|
|
|
2,116
|
|
||
|
Long-term debt
|
10,431
|
|
|
10,844
|
|
||
|
Deferred taxes
|
1,887
|
|
|
1,687
|
|
||
|
Operating lease liabilities (note 13)
|
533
|
|
|
—
|
|
||
|
Other long-term liabilities
|
91
|
|
|
83
|
|
||
|
Total liabilities
|
15,140
|
|
|
14,730
|
|
||
|
Common stock—$0.01 par value, 500,000,000 shares authorized, 113,825,667 and 74,362,195 shares issued and outstanding, respectively, at December 31, 2019 and 112,907,209 and 79,872,956 shares issued and outstanding, respectively, at December 31, 2018
|
1
|
|
|
1
|
|
||
|
Additional paid-in capital
|
2,440
|
|
|
2,408
|
|
||
|
Retained earnings
|
5,275
|
|
|
4,101
|
|
||
|
Treasury stock at cost—39,463,472 and 33,034,253 shares at December 31, 2019 and December 31, 2018, respectively
|
(3,700
|
)
|
|
(2,870
|
)
|
||
|
Accumulated other comprehensive loss
|
(186
|
)
|
|
(237
|
)
|
||
|
Total stockholders’ equity
|
3,830
|
|
|
3,403
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
18,970
|
|
|
$
|
18,133
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Revenues:
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
7,964
|
|
|
$
|
6,940
|
|
|
$
|
5,715
|
|
|
Sales of rental equipment
|
831
|
|
|
664
|
|
|
550
|
|
|||
|
Sales of new equipment
|
268
|
|
|
208
|
|
|
178
|
|
|||
|
Contractor supplies sales
|
104
|
|
|
91
|
|
|
80
|
|
|||
|
Service and other revenues
|
184
|
|
|
144
|
|
|
118
|
|
|||
|
Total revenues
|
9,351
|
|
|
8,047
|
|
|
6,641
|
|
|||
|
Cost of revenues:
|
|
|
|
|
|
||||||
|
Cost of equipment rentals, excluding depreciation
|
3,126
|
|
|
2,614
|
|
|
2,151
|
|
|||
|
Depreciation of rental equipment
|
1,631
|
|
|
1,363
|
|
|
1,124
|
|
|||
|
Cost of rental equipment sales
|
518
|
|
|
386
|
|
|
330
|
|
|||
|
Cost of new equipment sales
|
231
|
|
|
179
|
|
|
152
|
|
|||
|
Cost of contractor supplies sales
|
73
|
|
|
60
|
|
|
56
|
|
|||
|
Cost of service and other revenues
|
102
|
|
|
81
|
|
|
59
|
|
|||
|
Total cost of revenues
|
5,681
|
|
|
4,683
|
|
|
3,872
|
|
|||
|
Gross profit
|
3,670
|
|
|
3,364
|
|
|
2,769
|
|
|||
|
Selling, general and administrative expenses
|
1,092
|
|
|
1,038
|
|
|
903
|
|
|||
|
Merger related costs
|
1
|
|
|
36
|
|
|
50
|
|
|||
|
Restructuring charge
|
18
|
|
|
31
|
|
|
50
|
|
|||
|
Non-rental depreciation and amortization
|
407
|
|
|
308
|
|
|
259
|
|
|||
|
Operating income
|
2,152
|
|
|
1,951
|
|
|
1,507
|
|
|||
|
Interest expense, net
|
648
|
|
|
481
|
|
|
464
|
|
|||
|
Other income, net
|
(10
|
)
|
|
(6
|
)
|
|
(5
|
)
|
|||
|
Income before provision (benefit) for income taxes
|
1,514
|
|
|
1,476
|
|
|
1,048
|
|
|||
|
Provision (benefit) for income taxes (note 14)
|
340
|
|
|
380
|
|
|
(298
|
)
|
|||
|
Net income
|
$
|
1,174
|
|
|
$
|
1,096
|
|
|
$
|
1,346
|
|
|
Basic earnings per share
|
$
|
15.18
|
|
|
$
|
13.26
|
|
|
$
|
15.91
|
|
|
Diluted earnings per share
|
$
|
15.11
|
|
|
$
|
13.12
|
|
|
$
|
15.73
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Net income
|
$
|
1,174
|
|
|
$
|
1,096
|
|
|
$
|
1,346
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
|
Foreign currency translation adjustments (1)
|
49
|
|
|
(84
|
)
|
|
67
|
|
|||
|
Fixed price diesel swaps
|
2
|
|
|
(2
|
)
|
|
—
|
|
|||
|
Other comprehensive (loss) income (1)
|
51
|
|
|
(86
|
)
|
|
67
|
|
|||
|
Comprehensive income
|
$
|
1,225
|
|
|
$
|
1,010
|
|
|
$
|
1,413
|
|
|
|
Common Stock
|
|
Additional
|
|
|
|
Treasury Stock
|
|
Accumulated
Other
|
||||||||||||||||
|
|
Number of
Shares |
|
Amount
|
|
Paid-in
Capital
|
|
Retained Earnings
|
|
Number of
Shares |
|
Amount
|
|
Comprehensive
(Loss) Income |
||||||||||||
|
Balance at January 1, 2017
|
84
|
|
|
$
|
1
|
|
|
$
|
2,288
|
|
|
$
|
1,654
|
|
|
28
|
|
|
$
|
(2,077
|
)
|
|
$
|
(218
|
)
|
|
Net income
|
|
|
|
|
|
|
1,346
|
|
|
|
|
|
|
|
|||||||||||
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
67
|
|
|||||||||||
|
Neff acquisition
|
—
|
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Stock compensation expense, net (1)
|
|
|
|
|
91
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Exercise of common stock options
|
—
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cumulative effect of a change in accounting for share-based payments
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|||||||||||
|
Shares repurchased and retired
|
|
|
|
|
(28
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
|
Repurchase of common stock
|
—
|
|
|
|
|
|
|
|
|
—
|
|
|
(28
|
)
|
|
|
|||||||||
|
Other
|
|
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
|
Balance at December 31, 2017
|
84
|
|
|
$
|
1
|
|
|
$
|
2,356
|
|
|
$
|
3,005
|
|
|
28
|
|
|
$
|
(2,105
|
)
|
|
$
|
(151
|
)
|
|
|
Common Stock
|
|
Additional
|
|
|
|
Treasury Stock
|
|
Accumulated
Other
|
||||||||||||||||
|
|
Number of
Shares
|
|
Amount
|
|
Paid-in
Capital
|
|
Retained Earnings
|
|
Number of
Shares
|
|
Amount
|
|
Comprehensive
(Loss) Income
|
||||||||||||
|
Balance at December 31, 2017
|
84
|
|
|
$
|
1
|
|
|
$
|
2,356
|
|
|
$
|
3,005
|
|
|
28
|
|
|
$
|
(2,105
|
)
|
|
$
|
(151
|
)
|
|
Net income
|
|
|
|
|
|
|
1,096
|
|
|
|
|
|
|
|
|||||||||||
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
(84
|
)
|
|||||||||||
|
Fixed price diesel swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|||||||||||
|
Stock compensation expense, net
|
1
|
|
|
|
|
102
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Exercise of common stock options
|
—
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Shares repurchased and retired
|
|
|
|
|
(52
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
|
Repurchase of common stock
|
(5
|
)
|
|
|
|
|
|
|
|
5
|
|
|
(765
|
)
|
|
|
|||||||||
|
Balance at December 31, 2018
|
80
|
|
|
$
|
1
|
|
|
$
|
2,408
|
|
|
$
|
4,101
|
|
|
33
|
|
|
$
|
(2,870
|
)
|
|
$
|
(237
|
)
|
|
|
Common Stock
|
|
Additional
|
|
|
|
Treasury Stock
|
|
Accumulated
Other
|
||||||||||||||||
|
|
Number of
Shares
|
|
Amount
|
|
Paid-in
Capital
|
|
Retained Earnings
|
|
Number of
Shares
|
|
Amount
|
|
Comprehensive
(Loss) Income (1) |
||||||||||||
|
Balance at December 31, 2018
|
80
|
|
|
$
|
1
|
|
|
$
|
2,408
|
|
|
$
|
4,101
|
|
|
33
|
|
|
$
|
(2,870
|
)
|
|
$
|
(237
|
)
|
|
Net income
|
|
|
|
|
|
|
1,174
|
|
|
|
|
|
|
|
|||||||||||
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
49
|
|
|||||||||||
|
Fixed price diesel swaps
|
|
|
|
|
|
|
|
|
|
|
|
|
2
|
|
|||||||||||
|
Stock compensation expense, net
|
—
|
|
|
|
|
61
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Exercise of common stock options
|
—
|
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Shares repurchased and retired
|
|
|
|
|
(40
|
)
|
|
|
|
|
|
|
|
|
|||||||||||
|
Repurchase of common stock
|
(6
|
)
|
|
|
|
|
|
|
|
6
|
|
|
$
|
(830
|
)
|
|
|
||||||||
|
Balance at December 31, 2019
|
74
|
|
|
$
|
1
|
|
|
$
|
2,440
|
|
|
$
|
5,275
|
|
|
39
|
|
|
$
|
(3,700
|
)
|
|
$
|
(186
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(In millions)
|
||||||||||
|
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
|
Net income
|
$
|
1,174
|
|
|
$
|
1,096
|
|
|
$
|
1,346
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
|
Depreciation and amortization
|
2,038
|
|
|
1,671
|
|
|
1,383
|
|
|||
|
Amortization of deferred financing costs and original issue discounts
|
15
|
|
|
12
|
|
|
9
|
|
|||
|
Gain on sales of rental equipment
|
(313
|
)
|
|
(278
|
)
|
|
(220
|
)
|
|||
|
Gain on sales of non-rental equipment
|
(6
|
)
|
|
(6
|
)
|
|
(4
|
)
|
|||
|
Gain on insurance proceeds from damaged equipment
|
(24
|
)
|
|
(22
|
)
|
|
(21
|
)
|
|||
|
Stock compensation expense, net
|
61
|
|
|
102
|
|
|
87
|
|
|||
|
Merger related costs
|
1
|
|
|
36
|
|
|
50
|
|
|||
|
Restructuring charge
|
18
|
|
|
31
|
|
|
50
|
|
|||
|
Loss on repurchase/redemption of debt securities and amendment of ABL facility
|
61
|
|
|
—
|
|
|
54
|
|
|||
|
Increase (decrease) in deferred taxes (note 14)
|
204
|
|
|
257
|
|
|
(533
|
)
|
|||
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
|
Decrease (increase) in accounts receivable
|
39
|
|
|
(115
|
)
|
|
(184
|
)
|
|||
|
(Increase) decrease in inventory
|
(8
|
)
|
|
(20
|
)
|
|
1
|
|
|||
|
(Increase) decrease in prepaid expenses and other assets
|
(59
|
)
|
|
75
|
|
|
(20
|
)
|
|||
|
(Decrease) increase in accounts payable
|
(86
|
)
|
|
49
|
|
|
141
|
|
|||
|
(Decrease) increase in accrued expenses and other liabilities
|
(91
|
)
|
|
(35
|
)
|
|
70
|
|
|||
|
Net cash provided by operating activities
|
3,024
|
|
|
2,853
|
|
|
2,209
|
|
|||
|
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
|
Purchases of rental equipment
|
(2,132
|
)
|
|
(2,106
|
)
|
|
(1,769
|
)
|
|||
|
Purchases of non-rental equipment
|
(218
|
)
|
|
(185
|
)
|
|
(120
|
)
|
|||
|
Proceeds from sales of rental equipment
|
831
|
|
|
664
|
|
|
550
|
|
|||
|
Proceeds from sales of non-rental equipment
|
37
|
|
|
23
|
|
|
16
|
|
|||
|
Insurance proceeds from damaged equipment
|
24
|
|
|
22
|
|
|
21
|
|
|||
|
Purchases of other companies, net of cash acquired
|
(249
|
)
|
|
(2,966
|
)
|
|
(2,377
|
)
|
|||
|
Purchases of investments
|
(3
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|||
|
Net cash used in investing activities
|
(1,710
|
)
|
|
(4,551
|
)
|
|
(3,684
|
)
|
|||
|
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
|
Proceeds from debt
|
9,260
|
|
|
12,178
|
|
|
11,801
|
|
|||
|
Payments of debt
|
(9,678
|
)
|
|
(9,942
|
)
|
|
(10,207
|
)
|
|||
|
Payments of financing costs
|
(28
|
)
|
|
(24
|
)
|
|
(44
|
)
|
|||
|
Proceeds from the exercise of common stock options
|
11
|
|
|
2
|
|
|
3
|
|
|||
|
Common stock repurchased
|
(870
|
)
|
|
(817
|
)
|
|
(56
|
)
|
|||
|
Net cash (used in) provided by financing activities
|
(1,305
|
)
|
|
1,397
|
|
|
1,497
|
|
|||
|
Effect of foreign exchange rates
|
—
|
|
|
(8
|
)
|
|
18
|
|
|||
|
Net increase (decrease) in cash and cash equivalents
|
9
|
|
|
(309
|
)
|
|
40
|
|
|||
|
Cash and cash equivalents at beginning of year
|
43
|
|
|
352
|
|
|
312
|
|
|||
|
Cash and cash equivalents at end of year
|
$
|
52
|
|
|
$
|
43
|
|
|
$
|
352
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
|
Cash paid for interest
|
$
|
581
|
|
|
$
|
455
|
|
|
$
|
357
|
|
|
Cash paid for income taxes, net
|
238
|
|
|
71
|
|
|
205
|
|
|||
|
|
Year Ended December 31,
|
||||||||||||||||||||||||||||||||||
|
|
|
|
2019
|
|
|
|
|
|
2018
|
|
|
|
|
|
2017
|
|
|
||||||||||||||||||
|
|
Topic 842
|
|
Topic 606
|
|
Total
|
|
Topic 840
|
|
Topic 606
|
|
Total
|
|
Topic 840
|
|
Topic 605
|
|
Total
|
||||||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Owned equipment rentals
|
$
|
6,777
|
|
|
$
|
—
|
|
|
$
|
6,777
|
|
|
$
|
5,946
|
|
|
$
|
—
|
|
|
$
|
5,946
|
|
|
$
|
4,928
|
|
|
$
|
—
|
|
|
$
|
4,928
|
|
|
Re-rent revenue
|
155
|
|
|
—
|
|
|
155
|
|
|
138
|
|
|
—
|
|
|
138
|
|
|
106
|
|
|
—
|
|
|
106
|
|
|||||||||
|
Ancillary and other rental revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Delivery and pick-up
|
—
|
|
|
564
|
|
|
564
|
|
|
—
|
|
|
477
|
|
|
477
|
|
|
—
|
|
|
389
|
|
|
389
|
|
|||||||||
|
Other
|
356
|
|
|
112
|
|
|
468
|
|
|
287
|
|
|
92
|
|
|
379
|
|
|
228
|
|
|
64
|
|
|
292
|
|
|||||||||
|
Total ancillary and other rental revenues
|
356
|
|
|
676
|
|
|
1,032
|
|
|
287
|
|
|
569
|
|
|
856
|
|
|
228
|
|
|
453
|
|
|
681
|
|
|||||||||
|
Total equipment rentals
|
7,288
|
|
|
676
|
|
|
7,964
|
|
|
6,371
|
|
|
569
|
|
|
6,940
|
|
|
5,262
|
|
|
453
|
|
|
5,715
|
|
|||||||||
|
Sales of rental equipment
|
—
|
|
|
831
|
|
|
831
|
|
|
—
|
|
|
664
|
|
|
664
|
|
|
—
|
|
|
550
|
|
|
550
|
|
|||||||||
|
Sales of new equipment
|
—
|
|
|
268
|
|
|
268
|
|
|
—
|
|
|
208
|
|
|
208
|
|
|
—
|
|
|
178
|
|
|
178
|
|
|||||||||
|
Contractor supplies sales
|
—
|
|
|
104
|
|
|
104
|
|
|
—
|
|
|
91
|
|
|
91
|
|
|
—
|
|
|
80
|
|
|
80
|
|
|||||||||
|
Service and other revenues
|
—
|
|
|
184
|
|
|
184
|
|
|
—
|
|
|
144
|
|
|
144
|
|
|
—
|
|
|
118
|
|
|
118
|
|
|||||||||
|
Total revenues
|
$
|
7,288
|
|
|
$
|
2,063
|
|
|
$
|
9,351
|
|
|
$
|
6,371
|
|
|
$
|
1,676
|
|
|
$
|
8,047
|
|
|
$
|
5,262
|
|
|
$
|
1,379
|
|
|
$
|
6,641
|
|
|
•
|
The transaction price is generally fixed and stated in 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
|
4
|
|
|
|
Rental equipment
|
268
|
|
|
|
Property and equipment
|
25
|
|
|
|
Intangibles (2)
|
171
|
|
|
|
Other assets
|
3
|
|
|
|
Total identifiable assets acquired
|
545
|
|
|
|
Current liabilities
|
(60
|
)
|
|
|
Deferred taxes
|
(13
|
)
|
|
|
Total liabilities assumed
|
(73
|
)
|
|
|
Net identifiable assets acquired
|
472
|
|
|
|
Goodwill (3)
|
248
|
|
|
|
Net assets acquired
|
$
|
720
|
|
|
|
Fair value
|
Life (years)
|
||
|
Customer relationships
|
$
|
166
|
|
8
|
|
Trade names and associated trademarks
|
5
|
|
5
|
|
|
Total
|
$
|
171
|
|
|
|
Accounts receivable, net of allowance for doubtful accounts (1)
|
$
|
117
|
|
|
Inventory
|
7
|
|
|
|
Rental equipment
|
1,078
|
|
|
|
Property and equipment
|
71
|
|
|
|
Intangibles (customer relationships) (2)
|
230
|
|
|
|
Other assets
|
47
|
|
|
|
Total identifiable assets acquired
|
1,550
|
|
|
|
Short-term debt and current maturities of long-term debt (3)
|
(12
|
)
|
|
|
Current liabilities
|
(140
|
)
|
|
|
Long-term debt (3)
|
(23
|
)
|
|
|
Other long-term liabilities
|
(4
|
)
|
|
|
Total liabilities assumed
|
(179
|
)
|
|
|
Net identifiable assets acquired
|
1,371
|
|
|
|
Goodwill (4)
|
698
|
|
|
|
Net assets acquired
|
$
|
2,069
|
|
|
|
Year Ended
|
|
||||||||||||||
|
|
December 31, 2018
|
|
||||||||||||||
|
|
United Rentals
|
|
BakerCorp
|
|
BlueLine
|
|
Total
|
|
||||||||
|
Historic/pro forma revenues
|
$
|
8,047
|
|
|
$
|
184
|
|
|
$
|
665
|
|
|
$
|
8,896
|
|
|
|
Historic/combined pretax income (loss)
|
1,476
|
|
|
(84
|
)
|
|
(169
|
)
|
|
1,223
|
|
|
||||
|
Pro forma adjustments to pretax income (loss):
|
|
|
|
|
|
|
|
|
||||||||
|
Impact of fair value mark-ups/useful life changes on depreciation (1)
|
|
|
(8
|
)
|
|
(5
|
)
|
|
(13
|
)
|
|
|||||
|
Impact of the fair value mark-up of acquired fleet on cost of rental equipment sales (2)
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
|
|||||
|
Intangible asset amortization (3)
|
|
|
(23
|
)
|
|
(64
|
)
|
|
(87
|
)
|
|
|||||
|
Interest expense (4)
|
|
|
(14
|
)
|
|
(92
|
)
|
|
(106
|
)
|
|
|||||
|
Elimination of historic interest (5)
|
|
|
30
|
|
|
106
|
|
|
136
|
|
|
|||||
|
Elimination of merger related costs (6)
|
|
|
67
|
|
|
166
|
|
|
233
|
|
|
|||||
|
Restructuring charges (7)
|
|
|
(6
|
)
|
|
(16
|
)
|
|
(22
|
)
|
|
|||||
|
Pro forma pretax income
|
|
|
|
|
|
|
$
|
1,351
|
|
|
||||||
|
|
Year Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
|
Primarily rented by our general rentals segment:
|
|
|
|
|
|
|||
|
General construction and industrial equipment
|
43
|
%
|
|
44
|
%
|
|
43
|
%
|
|
Aerial work platforms
|
28
|
%
|
|
28
|
%
|
|
32
|
%
|
|
General tools and light equipment
|
8
|
%
|
|
8
|
%
|
|
7
|
%
|
|
Primarily rented by our trench, power and fluid solutions segment:
|
|
|
|
|
|
|||
|
Power and HVAC equipment
|
8
|
%
|
|
8
|
%
|
|
7
|
%
|
|
Trench safety equipment
|
6
|
%
|
|
6
|
%
|
|
6
|
%
|
|
Fluid solutions equipment
|
7
|
%
|
|
6
|
%
|
|
5
|
%
|
|
|
General
rentals |
|
Trench,
power and fluid solutions |
|
Total
|
||||||
|
2019
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
6,202
|
|
|
$
|
1,762
|
|
|
$
|
7,964
|
|
|
Sales of rental equipment
|
768
|
|
|
63
|
|
|
831
|
|
|||
|
Sales of new equipment
|
238
|
|
|
30
|
|
|
268
|
|
|||
|
Contractor supplies sales
|
71
|
|
|
33
|
|
|
104
|
|
|||
|
Service and other revenues
|
157
|
|
|
27
|
|
|
184
|
|
|||
|
Total revenue
|
7,436
|
|
|
1,915
|
|
|
9,351
|
|
|||
|
Depreciation and amortization expense
|
1,681
|
|
|
357
|
|
|
2,038
|
|
|||
|
Equipment rentals gross profit
|
2,407
|
|
|
800
|
|
|
3,207
|
|
|||
|
Capital expenditures
|
1,967
|
|
|
383
|
|
|
2,350
|
|
|||
|
Total assets
|
$
|
16,036
|
|
|
$
|
2,934
|
|
|
$
|
18,970
|
|
|
2018
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
5,550
|
|
|
$
|
1,390
|
|
|
$
|
6,940
|
|
|
Sales of rental equipment
|
619
|
|
|
45
|
|
|
664
|
|
|||
|
Sales of new equipment
|
186
|
|
|
22
|
|
|
208
|
|
|||
|
Contractor supplies sales
|
68
|
|
|
23
|
|
|
91
|
|
|||
|
Service and other revenues
|
127
|
|
|
17
|
|
|
144
|
|
|||
|
Total revenue
|
6,550
|
|
|
1,497
|
|
|
8,047
|
|
|||
|
Depreciation and amortization expense
|
1,410
|
|
|
261
|
|
|
1,671
|
|
|||
|
Equipment rentals gross profit
|
2,293
|
|
|
670
|
|
|
2,963
|
|
|||
|
Capital expenditures
|
1,980
|
|
|
311
|
|
|
2,291
|
|
|||
|
Total assets
|
$
|
15,597
|
|
|
$
|
2,536
|
|
|
$
|
18,133
|
|
|
2017
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
4,727
|
|
|
$
|
988
|
|
|
$
|
5,715
|
|
|
Sales of rental equipment
|
509
|
|
|
41
|
|
|
550
|
|
|||
|
Sales of new equipment
|
159
|
|
|
19
|
|
|
178
|
|
|||
|
Contractor supplies sales
|
65
|
|
|
15
|
|
|
80
|
|
|||
|
Service and other revenues
|
105
|
|
|
13
|
|
|
118
|
|
|||
|
Total revenue
|
5,565
|
|
|
1,076
|
|
|
6,641
|
|
|||
|
Depreciation and amortization expense
|
1,188
|
|
|
195
|
|
|
1,383
|
|
|||
|
Equipment rentals gross profit
|
1,950
|
|
|
490
|
|
|
2,440
|
|
|||
|
Capital expenditures
|
1,675
|
|
|
214
|
|
|
1,889
|
|
|||
|
Total assets
|
$
|
13,351
|
|
|
$
|
1,679
|
|
|
$
|
15,030
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Total equipment rentals gross profit
|
$
|
3,207
|
|
|
$
|
2,963
|
|
|
$
|
2,440
|
|
|
Gross profit from other lines of business
|
463
|
|
|
401
|
|
|
329
|
|
|||
|
Selling, general and administrative expenses
|
(1,092
|
)
|
|
(1,038
|
)
|
|
(903
|
)
|
|||
|
Merger related costs
|
(1
|
)
|
|
(36
|
)
|
|
(50
|
)
|
|||
|
Restructuring charge
|
(18
|
)
|
|
(31
|
)
|
|
(50
|
)
|
|||
|
Non-rental depreciation and amortization
|
(407
|
)
|
|
(308
|
)
|
|
(259
|
)
|
|||
|
Interest expense, net
|
(648
|
)
|
|
(481
|
)
|
|
(464
|
)
|
|||
|
Other income, net
|
10
|
|
|
6
|
|
|
5
|
|
|||
|
Income before provision (benefit) for income taxes
|
$
|
1,514
|
|
|
$
|
1,476
|
|
|
$
|
1,048
|
|
|
|
Domestic
|
|
Foreign
|
|
Total
|
||||||
|
2019
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
7,283
|
|
|
$
|
681
|
|
|
$
|
7,964
|
|
|
Sales of rental equipment
|
757
|
|
|
74
|
|
|
831
|
|
|||
|
Sales of new equipment
|
238
|
|
|
30
|
|
|
268
|
|
|||
|
Contractor supplies sales
|
92
|
|
|
12
|
|
|
104
|
|
|||
|
Service and other revenues
|
164
|
|
|
20
|
|
|
184
|
|
|||
|
Total revenue
|
8,534
|
|
|
817
|
|
|
9,351
|
|
|||
|
Rental equipment, net
|
8,995
|
|
|
792
|
|
|
9,787
|
|
|||
|
Property and equipment, net
|
554
|
|
|
50
|
|
|
604
|
|
|||
|
Goodwill and other intangible assets, net
|
$
|
5,592
|
|
|
$
|
457
|
|
|
$
|
6,049
|
|
|
2018
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
6,388
|
|
|
$
|
552
|
|
|
$
|
6,940
|
|
|
Sales of rental equipment
|
609
|
|
|
55
|
|
|
664
|
|
|||
|
Sales of new equipment
|
184
|
|
|
24
|
|
|
208
|
|
|||
|
Contractor supplies sales
|
80
|
|
|
11
|
|
|
91
|
|
|||
|
Service and other revenues
|
126
|
|
|
18
|
|
|
144
|
|
|||
|
Total revenue
|
7,387
|
|
|
660
|
|
|
8,047
|
|
|||
|
Rental equipment, net
|
8,910
|
|
|
690
|
|
|
9,600
|
|
|||
|
Property and equipment, net
|
559
|
|
|
55
|
|
|
614
|
|
|||
|
Goodwill and other intangible assets, net
|
$
|
5,665
|
|
|
$
|
477
|
|
|
$
|
6,142
|
|
|
2017
|
|
|
|
|
|
||||||
|
Equipment rentals
|
$
|
5,253
|
|
|
$
|
462
|
|
|
$
|
5,715
|
|
|
Sales of rental equipment
|
494
|
|
|
56
|
|
|
550
|
|
|||
|
Sales of new equipment
|
157
|
|
|
21
|
|
|
178
|
|
|||
|
Contractor supplies sales
|
70
|
|
|
10
|
|
|
80
|
|
|||
|
Service and other revenues
|
102
|
|
|
16
|
|
|
118
|
|
|||
|
Total revenue
|
$
|
6,076
|
|
|
$
|
565
|
|
|
$
|
6,641
|
|
|
Description
|
|
Beginning
Reserve Balance |
|
Charged to
Costs and Expenses (1) |
|
Payments
and Other |
|
Ending
Reserve Balance |
||||||||
|
Year ended December 31, 2018:
|
|
|
|
|
|
|
|
|
||||||||
|
Branch closure charges
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
$
|
3
|
|
|
Severance and other
|
|
—
|
|
|
18
|
|
|
(9
|
)
|
|
9
|
|
||||
|
Total
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
(10
|
)
|
|
$
|
12
|
|
|
Year ended December 31, 2019:
|
|
|
|
|
|
|
|
|
||||||||
|
Branch closure charges
|
|
$
|
3
|
|
|
$
|
16
|
|
|
$
|
(11
|
)
|
|
$
|
8
|
|
|
Severance and other
|
|
9
|
|
|
6
|
|
|
(14
|
)
|
|
1
|
|
||||
|
Total
|
|
$
|
12
|
|
|
$
|
22
|
|
|
$
|
(25
|
)
|
|
$
|
9
|
|
|
(1)
|
Reflected in our consolidated statements of income as “Restructuring charge” (such charge also includes activity under our other restructuring programs). The restructuring charges are not allocated to our segments. As of December 31, 2019, we have incurred total restructuring charges under the BakerCorp/BlueLine restructuring program of $44, comprised of $20 of branch closure charges and $24 of severance and other costs.
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Rental equipment
|
$
|
14,852
|
|
|
$
|
13,962
|
|
|
Less accumulated depreciation
|
(5,065
|
)
|
|
(4,362
|
)
|
||
|
Rental equipment, net
|
$
|
9,787
|
|
|
$
|
9,600
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Land
|
$
|
101
|
|
|
$
|
103
|
|
|
Buildings
|
210
|
|
|
209
|
|
||
|
Non-rental vehicles
|
168
|
|
|
200
|
|
||
|
Machinery and equipment
|
157
|
|
|
135
|
|
||
|
Furniture and fixtures
|
328
|
|
|
278
|
|
||
|
Leasehold improvements
|
348
|
|
|
302
|
|
||
|
|
1,312
|
|
|
1,227
|
|
||
|
Less accumulated depreciation and amortization
|
(708
|
)
|
|
(613
|
)
|
||
|
Property and equipment, net
|
$
|
604
|
|
|
$
|
614
|
|
|
|
General rentals
|
|
Trench,
power and fluid solutions |
|
Total
|
||||||
|
Balance at January 1, 2017 (1)
|
$
|
2,797
|
|
|
$
|
463
|
|
|
$
|
3,260
|
|
|
Goodwill related to acquisitions (2) (3)
|
797
|
|
|
8
|
|
|
805
|
|
|||
|
Foreign currency translation and other adjustments
|
13
|
|
|
4
|
|
|
17
|
|
|||
|
Balance at December 31, 2017 (1)
|
3,607
|
|
|
475
|
|
|
4,082
|
|
|||
|
Goodwill related to acquisitions (2) (3)
|
752
|
|
|
247
|
|
|
999
|
|
|||
|
Foreign currency translation and other adjustments
|
(17
|
)
|
|
(6
|
)
|
|
(23
|
)
|
|||
|
Balance at December 31, 2018 (1)
|
4,342
|
|
|
716
|
|
|
5,058
|
|
|||
|
Goodwill related to acquisitions (2)
|
10
|
|
|
73
|
|
|
83
|
|
|||
|
Foreign currency translation and other adjustments
|
10
|
|
|
3
|
|
|
13
|
|
|||
|
Balance at December 31, 2019 (1)
|
$
|
4,362
|
|
|
$
|
792
|
|
|
$
|
5,154
|
|
|
(1)
|
The total carrying amount of goodwill for all periods in the table above is reflected net of $1.557 billion of accumulated impairment charges, which were primarily recorded in our general rentals segment.
|
|
(2)
|
Includes goodwill adjustments for the effect on goodwill of changes to net assets acquired during the measurement period, which were not significant to our previously reported operating results or financial condition.
|
|
(3)
|
For additional detail on the acquisitions of BakerCorp and BlueLine in July 2018 and October 2018, respectively, which accounted for most of the 2018 goodwill related to acquisitions, see note 4 to our consolidated financial statements. The acquisitions of NES and Neff accounted for most of the 2017 goodwill related to acquisitions.
|
|
|
December 31, 2019
|
||||||||||||
|
|
Weighted-Average Remaining
Amortization Period |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||
|
Non-compete agreements
|
43 months
|
|
$
|
24
|
|
|
$
|
14
|
|
|
$
|
10
|
|
|
Customer relationships
|
7 years
|
|
$
|
2,246
|
|
|
$
|
1,364
|
|
|
$
|
882
|
|
|
Trade names and associated trademarks
|
4 years
|
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
|
December 31, 2018
|
||||||||||||
|
|
Weighted-Average Remaining
Amortization Period |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||
|
Non-compete agreements
|
31 months
|
|
$
|
24
|
|
|
$
|
16
|
|
|
$
|
8
|
|
|
Customer relationships
|
7 years
|
|
$
|
2,148
|
|
|
$
|
1,076
|
|
|
$
|
1,072
|
|
|
Trade names and associated trademarks
|
5 years
|
|
$
|
5
|
|
|
$
|
1
|
|
|
$
|
4
|
|
|
|
|
|
|
|
|
2020
|
$
|
250
|
|
|
2021
|
205
|
|
|
|
2022
|
160
|
|
|
|
2023
|
116
|
|
|
|
2024
|
75
|
|
|
|
Thereafter
|
89
|
|
|
|
Total
|
$
|
895
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Self-insurance accruals
|
$
|
59
|
|
|
$
|
46
|
|
|
Accrued compensation and benefit costs
|
86
|
|
|
127
|
|
||
|
Property and income taxes payable
|
26
|
|
|
103
|
|
||
|
Restructuring reserves (1)
|
20
|
|
|
31
|
|
||
|
Interest payable
|
142
|
|
|
147
|
|
||
|
Deferred revenue (2)
|
55
|
|
|
56
|
|
||
|
National accounts accrual
|
87
|
|
|
69
|
|
||
|
Operating lease liability (3)
|
178
|
|
|
—
|
|
||
|
Other (4)
|
94
|
|
|
98
|
|
||
|
Accrued expenses and other liabilities
|
$
|
747
|
|
|
$
|
677
|
|
|
(1)
|
Primarily relates to branch closure charges and severance costs. See note 6 for additional detail.
|
|
(2)
|
Reflects amounts billed to customers in excess of recognizable revenue. See note 3 for additional detail.
|
|
(3)
|
As discussed in note 13, we adopted an updated lease accounting standard on January 1, 2019, which resulted in recognition of operating lease liabilities (the amount reflected above represents the current portion of the liability). We adopted the new standard using a transition method that does not require application to periods prior to adoption.
|
|
(4)
|
Other includes multiple items, none of which are individually significant.
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Self-insurance accruals
|
$
|
62
|
|
|
$
|
60
|
|
|
Income taxes payable
|
14
|
|
|
14
|
|
||
|
Accrued compensation and benefit costs
|
15
|
|
|
9
|
|
||
|
Other long-term liabilities
|
$
|
91
|
|
|
$
|
83
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
|
Senior notes
|
$
|
7,755
|
|
|
$
|
8,176
|
|
|
$
|
8,102
|
|
|
$
|
7,632
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Accounts receivable securitization facility expiring 2020 (1)
|
$
|
929
|
|
|
$
|
850
|
|
|
$3.75 billion ABL facility expiring 2024 (1)
|
1,638
|
|
|
1,685
|
|
||
|
Term loan facility expiring 2025 (1)
|
979
|
|
|
988
|
|
||
|
4 5/8 percent Senior Secured Notes due 2023 (2)
|
—
|
|
|
994
|
|
||
|
5 3/4 percent Senior Notes due 2024 (3)
|
—
|
|
|
842
|
|
||
|
5 1/2 percent Senior Notes due 2025
|
795
|
|
|
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
|
1,089
|
|
|
1,087
|
|
||
|
5 1/2 percent Senior Notes due 2027
|
992
|
|
|
991
|
|
||
|
3 7/8 percent Senior Secured Notes due 2027 (4)
|
741
|
|
|
—
|
|
||
|
4 7/8 percent Senior Notes due 2028 (5)
|
1,652
|
|
|
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)
|
127
|
|
|
—
|
|
||
|
Capital leases (7)
|
—
|
|
|
122
|
|
||
|
Total debt
|
11,428
|
|
|
11,747
|
|
||
|
Less short-term portion
|
(997
|
)
|
|
(903
|
)
|
||
|
Total long-term debt
|
$
|
10,431
|
|
|
$
|
10,844
|
|
|
|
ABL facility
|
|
Accounts receivable securitization facility
|
|
Term loan facility
|
||||||
|
Borrowing capacity, net of letters of credit
|
$
|
2,045
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
Letters of credit
|
56
|
|
|
|
|
|
|||||
|
Interest rate at December 31, 2019
|
3.1
|
%
|
|
2.6
|
%
|
|
3.5
|
%
|
|||
|
Average month-end debt outstanding
|
1,601
|
|
|
915
|
|
|
993
|
|
|||
|
Weighted-average interest rate on average debt outstanding
|
3.7
|
%
|
|
3.1
|
%
|
|
4.0
|
%
|
|||
|
Maximum month-end debt outstanding
|
1,727
|
|
|
967
|
|
|
998
|
|
|||
|
(2)
|
In November 2019, URNA redeemed all of its 4 5/8 percent Senior Secured Notes. Upon redemption, we recognized a loss of $29 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the redeemed notes.
|
|
(3)
|
In 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.
|
|
(4)
|
In November 2019, URNA issued $750 aggregate principal amount of 3 7/8 percent Senior Secured Notes due 2027. The proceeds were primarily used to partially finance the redemption of 4 5/8 percent Senior Secured Notes discussed above. See below for additional detail on the issued debt.
|
|
(5)
|
URNA separately issued 4 7/8 percent Senior Notes in August 2017 and in September 2017. Following the issuances, we 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 due 2030. The proceeds were primarily used to partially finance the redemption of 5 3/4 percent Senior Notes discussed above. See below for additional detail on the issued debt.
|
|
(7)
|
As discussed in note 13 to the 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.
|
|
•
|
borrowings are permitted only to the extent that the face amount of the receivables in the collateral pool, net of applicable reserves, exceeds the outstanding loans by a specified amount. As of December 31, 2019, there were $1.046 billion of receivables, net of applicable reserves, in the collateral pool;
|
|
•
|
the receivables in the collateral pool are the lenders’ only source of repayment;
|
|
•
|
upon early termination of the facility, no new amounts will be advanced under the facility and collections on the receivables securing the facility will be used to repay the outstanding borrowings; and
|
|
•
|
standard termination events including, without limitation, a change of control of Holdings, URNA or certain of its subsidiaries, a failure to make payments, a failure to comply with standard default, delinquency, dilution and days sales outstanding covenants, or breach of the fixed charge coverage ratio covenant under the ABL facility (if applicable).
|
|
2020
|
$
|
997
|
|
|
2021
|
40
|
|
|
|
2022
|
32
|
|
|
|
2023
|
21
|
|
|
|
2024
|
1,661
|
|
|
|
Thereafter
|
8,765
|
|
|
|
Total
|
$
|
11,516
|
|
|
|
Classification
|
December 31, 2019
|
||
|
Assets
|
|
|
||
|
Operating lease assets
|
Operating lease right-of-use assets
|
$
|
669
|
|
|
Finance lease assets
|
Rental equipment
|
286
|
|
|
|
|
Less accumulated depreciation
|
(89
|
)
|
|
|
|
Rental equipment, net
|
197
|
|
|
|
|
Property and equipment, net:
|
|
||
|
|
Non-rental vehicles
|
8
|
|
|
|
|
Buildings
|
18
|
|
|
|
|
Less accumulated depreciation and amortization
|
(15
|
)
|
|
|
|
Property and equipment, net
|
11
|
|
|
|
Total leased assets
|
|
877
|
|
|
|
Liabilities
|
|
|
||
|
Current
|
|
|
||
|
Operating
|
Accrued expenses and other liabilities
|
178
|
|
|
|
Finance
|
Short-term debt and current maturities of long-term debt
|
58
|
|
|
|
Long-term
|
|
|
||
|
Operating
|
Operating lease liabilities
|
533
|
|
|
|
Finance
|
Long-term debt
|
69
|
|
|
|
Total lease liabilities
|
|
$
|
838
|
|
|
Lease cost
|
Classification
|
Year Ended December 31, 2019
|
||
|
Operating lease cost (1)
|
Cost of equipment rentals, excluding depreciation (1)
|
$
|
370
|
|
|
|
Selling, general and administrative expenses
|
10
|
|
|
|
|
Restructuring charge
|
16
|
|
|
|
Finance lease cost
|
|
|
||
|
Amortization of leased assets
|
Depreciation of rental equipment
|
28
|
|
|
|
|
Non-rental depreciation and amortization
|
2
|
|
|
|
Interest on lease liabilities
|
Interest expense, net
|
6
|
|
|
|
Sublease income (2)
|
|
(157
|
)
|
|
|
Net lease cost
|
|
$
|
275
|
|
|
Maturity of lease liabilities (as of December 31, 2019)
|
Operating leases (1)
|
|
Finance leases (2)
|
||||
|
2020
|
$
|
206
|
|
|
$
|
60
|
|
|
2021
|
180
|
|
|
33
|
|
||
|
2022
|
141
|
|
|
24
|
|
||
|
2023
|
107
|
|
|
12
|
|
||
|
2024
|
73
|
|
|
1
|
|
||
|
Thereafter
|
91
|
|
|
6
|
|
||
|
Total
|
798
|
|
|
136
|
|
||
|
Less amount representing interest
|
(87
|
)
|
|
(9
|
)
|
||
|
Present value of lease liabilities
|
$
|
711
|
|
|
$
|
127
|
|
|
Lease term and discount rate
|
December 31, 2019
|
|
|
Weighted-average remaining lease term (years)
|
|
|
|
Operating leases
|
4.8
|
|
|
Finance leases
|
3.2
|
|
|
Weighted-average discount rate
|
|
|
|
Operating leases
|
4.7
|
%
|
|
Finance leases
|
4.0
|
%
|
|
Other information
|
Year Ended December 31, 2019
|
||
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
||
|
Operating cash flows from operating leases
|
$
|
202
|
|
|
Operating cash flows from finance leases
|
6
|
|
|
|
Financing cash flows from finance leases
|
47
|
|
|
|
Leased assets obtained in exchange for new operating lease liabilities
|
201
|
|
|
|
Leased assets obtained in exchange for new finance lease liabilities
|
$
|
55
|
|
|
|
2018
|
|
2017
|
||||
|
Capital leases
|
|
|
|
||||
|
Depreciation of rental equipment
|
$
|
22
|
|
|
$
|
21
|
|
|
Non-rental depreciation and amortization
|
1
|
|
|
2
|
|
||
|
Rental equipment
|
257
|
|
|
|
|
||
|
Less accumulated depreciation
|
(86
|
)
|
|
|
|
||
|
Rental equipment, net
|
171
|
|
|
|
|
||
|
Property and equipment, net:
|
|
|
|
||||
|
Non-rental vehicles
|
6
|
|
|
|
|
||
|
Buildings
|
16
|
|
|
|
|
||
|
Less accumulated depreciation and amortization
|
(12
|
)
|
|
|
|
||
|
Property and equipment, net
|
10
|
|
|
|
|
||
|
Capital lease obligations
|
122
|
|
|
|
|||
|
Operating leases
|
|
|
|
||||
|
Rent expense on non-cancelable leases (1)
|
$
|
179
|
|
|
$
|
160
|
|
|
|
Year ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
Revaluation of deferred tax balances (1)
|
$
|
1
|
|
|
$
|
(746
|
)
|
|
One-time transition tax (2)
|
5
|
|
|
57
|
|
||
|
Total provision (benefit) for income taxes impact
|
$
|
6
|
|
|
$
|
(689
|
)
|
|
(1)
|
Reflects the revaluation of our net deferred tax liability based on a U.S. federal tax rate of 21 percent.
|
|
(2)
|
Reflects a one-time transition tax on our unremitted foreign earnings and profits. See below for further discussion addressing our unremitted foreign earnings and profits.
|
|
|
Year ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Computed tax at statutory tax rate
|
$
|
318
|
|
|
$
|
310
|
|
|
$
|
367
|
|
|
State income taxes, net of federal tax benefit
|
43
|
|
|
54
|
|
|
34
|
|
|||
|
Other permanent items
|
(20
|
)
|
|
6
|
|
|
(3
|
)
|
|||
|
Enactment of the Tax Act
|
—
|
|
|
6
|
|
|
(689
|
)
|
|||
|
Foreign tax rate differential
|
(1
|
)
|
|
4
|
|
|
(7
|
)
|
|||
|
Total
|
$
|
340
|
|
|
$
|
380
|
|
|
$
|
(298
|
)
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||
|
Reserves and allowances
|
$
|
111
|
|
|
$
|
126
|
|
|
Debt cancellation and other
|
8
|
|
|
11
|
|
||
|
Net operating loss and credit carryforwards
|
371
|
|
|
435
|
|
||
|
Operating lease assets (1)
|
182
|
|
|
—
|
|
||
|
Total deferred tax assets
|
672
|
|
|
572
|
|
||
|
Less: valuation allowance (2)
|
(43
|
)
|
|
(46
|
)
|
||
|
Total net deferred tax assets
|
629
|
|
|
526
|
|
||
|
Property and equipment
|
(2,135
|
)
|
|
(1,976
|
)
|
||
|
Operating lease liabilities (1)
|
(182
|
)
|
|
—
|
|
||
|
Intangibles
|
(199
|
)
|
|
(237
|
)
|
||
|
Total deferred tax liability
|
(2,516
|
)
|
|
(2,213
|
)
|
||
|
Total net deferred tax liability
|
$
|
(1,887
|
)
|
|
$
|
(1,687
|
)
|
|
|
Shares
|
|
Weighted-Average
Exercise Price |
|||
|
Outstanding at December 31, 2018
|
463
|
|
|
27.47
|
|
|
|
Granted
|
—
|
|
|
—
|
|
|
|
Exercised
|
(425
|
)
|
|
25.51
|
|
|
|
Canceled
|
(1
|
)
|
|
22.25
|
|
|
|
Outstanding at December 31, 2019
|
37
|
|
|
50.40
|
|
|
|
Exercisable at December 31, 2019
|
31
|
|
|
$
|
44.85
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
RSUs granted
|
456
|
|
|
566
|
|
|
809
|
|
|||
|
Weighted-average grant date price per unit
|
$
|
124.37
|
|
|
$
|
175.79
|
|
|
$
|
130.96
|
|
|
|
Stock Units
|
|
Weighted-Average
Grant Date Fair Value |
|||
|
Nonvested as of December 31, 2018
|
649
|
|
|
$
|
116.26
|
|
|
Granted
|
456
|
|
|
124.37
|
|
|
|
Vested
|
(611
|
)
|
|
129.50
|
|
|
|
Forfeited
|
(33
|
)
|
|
147.91
|
|
|
|
Nonvested as of December 31, 2019
|
461
|
|
|
$
|
104.40
|
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Full
Year |
||||||||||
|
For the year ended December 31, 2019 (1):
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total revenues
|
$
|
2,117
|
|
|
$
|
2,290
|
|
|
$
|
2,488
|
|
|
$
|
2,456
|
|
|
$
|
9,351
|
|
|
Gross profit
|
761
|
|
|
911
|
|
|
1,033
|
|
|
965
|
|
|
3,670
|
|
|||||
|
Operating income
|
368
|
|
|
529
|
|
|
656
|
|
|
599
|
|
|
2,152
|
|
|||||
|
Net income (1)
|
175
|
|
|
270
|
|
|
391
|
|
|
338
|
|
|
1,174
|
|
|||||
|
Earnings per share—basic
|
2.21
|
|
|
3.45
|
|
|
5.10
|
|
|
4.51
|
|
|
15.18
|
|
|||||
|
Earnings per share—diluted (3)
|
2.19
|
|
|
3.44
|
|
|
5.08
|
|
|
4.49
|
|
|
15.11
|
|
|||||
|
For the year ended December 31, 2018 (2):
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Total revenues
|
$
|
1,734
|
|
|
$
|
1,891
|
|
|
$
|
2,116
|
|
|
$
|
2,306
|
|
|
$
|
8,047
|
|
|
Gross profit
|
646
|
|
|
782
|
|
|
938
|
|
|
998
|
|
|
3,364
|
|
|||||
|
Operating income
|
340
|
|
|
470
|
|
|
578
|
|
|
563
|
|
|
1,951
|
|
|||||
|
Net income (2)
|
183
|
|
|
270
|
|
|
333
|
|
|
310
|
|
|
1,096
|
|
|||||
|
Earnings per share—basic
|
2.18
|
|
|
3.22
|
|
|
4.05
|
|
|
3.84
|
|
|
13.26
|
|
|||||
|
Earnings per share—diluted (3)
|
2.15
|
|
|
3.20
|
|
|
4.01
|
|
|
3.80
|
|
|
13.12
|
|
|||||
|
(1)
|
As discussed in note 12 to our consolidated financial statements, in the fourth quarter of 2019, we issued $750 aggregate principal amount of 3 7/8 percent Senior Secured Notes due 2027 and redeemed all of our 4 5/8 percent Senior Secured Notes. Upon redemption, we recognized a loss of $29 in interest expense, net. The loss represented the difference between the net carrying amount and the total purchase price of the redeemed notes.
|
|
(2)
|
The fourth quarter of 2018 included $22 of merger related costs and $16 of restructuring charges primarily associated with the BakerCorp and BlueLine acquisitions discussed in note 4 to our consolidated financial statements.
|
|
(3)
|
Diluted earnings per share includes the after-tax impacts of the following:
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Full
Year |
||||||||||
|
For the year ended December 31, 2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Merger related costs (4)
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.01
|
)
|
|
Merger related intangible asset amortization (5)
|
(0.64
|
)
|
|
(0.64
|
)
|
|
(0.63
|
)
|
|
(0.60
|
)
|
|
(2.48
|
)
|
|||||
|
Impact on depreciation related to acquired fleet and property and equipment (6)
|
(0.14
|
)
|
|
(0.12
|
)
|
|
(0.07
|
)
|
|
(0.05
|
)
|
|
(0.39
|
)
|
|||||
|
Impact of the fair value mark-up of acquired fleet (7)
|
(0.25
|
)
|
|
(0.15
|
)
|
|
(0.14
|
)
|
|
(0.16
|
)
|
|
(0.72
|
)
|
|||||
|
Restructuring charge (8)
|
(0.07
|
)
|
|
(0.06
|
)
|
|
(0.02
|
)
|
|
(0.03
|
)
|
|
(0.18
|
)
|
|||||
|
Asset impairment charge (9)
|
(0.01
|
)
|
|
(0.03
|
)
|
|
(0.02
|
)
|
|
0.01
|
|
|
(0.05
|
)
|
|||||
|
Loss on extinguishment of debt securities and amendment of ABL facility
|
—
|
|
|
(0.30
|
)
|
|
—
|
|
|
(0.28
|
)
|
|
(0.58
|
)
|
|||||
|
For the year ended December 31, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Merger related costs (4)
|
$
|
(0.01
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.32
|
)
|
|
Merger related intangible asset amortization (5)
|
(0.39
|
)
|
|
(0.37
|
)
|
|
(0.42
|
)
|
|
(0.58
|
)
|
|
(1.76
|
)
|
|||||
|
Impact on depreciation related to acquired fleet and property and equipment (6)
|
(0.09
|
)
|
|
(0.08
|
)
|
|
(0.02
|
)
|
|
—
|
|
|
(0.19
|
)
|
|||||
|
Impact of the fair value mark-up of acquired fleet (7)
|
(0.21
|
)
|
|
(0.15
|
)
|
|
(0.11
|
)
|
|
(0.11
|
)
|
|
(0.59
|
)
|
|||||
|
Restructuring charge (8)
|
(0.02
|
)
|
|
(0.03
|
)
|
|
(0.09
|
)
|
|
(0.15
|
)
|
|
(0.28
|
)
|
|||||
|
(4)
|
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 4 to our consolidated financial statements.
|
|
(5)
|
This reflects the amortization of the intangible assets acquired in the RSC, National Pump, NES, Neff, BakerCorp and BlueLine acquisitions.
|
|
(6)
|
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.
|
|
(7)
|
This reflects additional costs recorded in cost of rental equipment sales associated with the fair value mark-up of rental equipment acquired in the RSC, NES, Neff and BlueLine acquisitions and subsequently sold.
|
|
(8)
|
As discussed in note 6 to our consolidated financial statements, this primarily reflects severance costs and branch closure charges associated with our restructuring programs.
|
|
(9)
|
This reflects write-offs of leasehold improvements and other fixed assets.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
Numerator:
|
|
|
|
|
|
||||||
|
Net income available to common stockholders
|
$
|
1,174
|
|
|
$
|
1,096
|
|
|
$
|
1,346
|
|
|
Denominator:
|
|
|
|
|
|
||||||
|
Denominator for basic earnings per share—weighted-average common shares
|
77,341
|
|
|
82,652
|
|
|
84,599
|
|
|||
|
Effect of dilutive securities:
|
|
|
|
|
|
||||||
|
Employee stock options
|
114
|
|
|
379
|
|
|
403
|
|
|||
|
Restricted stock units
|
255
|
|
|
499
|
|
|
560
|
|
|||
|
Denominator for diluted earnings per share—adjusted weighted-average common shares
|
77,710
|
|
|
83,530
|
|
|
85,562
|
|
|||
|
Basic earnings per share
|
$
|
15.18
|
|
|
$
|
13.26
|
|
|
$
|
15.91
|
|
|
Diluted earnings per share
|
$
|
15.11
|
|
|
$
|
13.12
|
|
|
$
|
15.73
|
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52
|
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
171
|
|
|
1,359
|
|
|
—
|
|
|
1,530
|
|
|||||||
|
Intercompany receivable (payable)
|
2,255
|
|
|
(2,130
|
)
|
|
(112
|
)
|
|
(14
|
)
|
|
1
|
|
|
—
|
|
|
—
|
|
|||||||
|
Inventory
|
—
|
|
|
108
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
120
|
|
|||||||
|
Prepaid expenses and other assets
|
—
|
|
|
124
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
140
|
|
|||||||
|
Total current assets
|
2,255
|
|
|
(1,870
|
)
|
|
(112
|
)
|
|
209
|
|
|
1,360
|
|
|
—
|
|
|
1,842
|
|
|||||||
|
Rental equipment, net
|
—
|
|
|
8,995
|
|
|
—
|
|
|
792
|
|
|
—
|
|
|
—
|
|
|
9,787
|
|
|||||||
|
Property and equipment, net
|
76
|
|
|
400
|
|
|
78
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
604
|
|
|||||||
|
Investments in subsidiaries
|
1,509
|
|
|
1,636
|
|
|
1,069
|
|
|
—
|
|
|
—
|
|
|
(4,214
|
)
|
|
—
|
|
|||||||
|
Goodwill
|
—
|
|
|
4,759
|
|
|
—
|
|
|
395
|
|
|
—
|
|
|
—
|
|
|
5,154
|
|
|||||||
|
Other intangible assets, net
|
—
|
|
|
833
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
895
|
|
|||||||
|
Operating lease right-of-use assets
|
—
|
|
|
194
|
|
|
403
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
669
|
|
|||||||
|
Other long-term assets
|
12
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||||
|
Total assets
|
$
|
3,852
|
|
|
$
|
14,954
|
|
|
$
|
1,438
|
|
|
$
|
1,580
|
|
|
$
|
1,360
|
|
|
$
|
(4,214
|
)
|
|
$
|
18,970
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|||||||||||||||||||||||||||
|
Short-term debt and current maturities of long-term debt
|
$
|
—
|
|
|
$
|
66
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
929
|
|
|
$
|
—
|
|
|
$
|
997
|
|
|
Accounts payable
|
—
|
|
|
395
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
454
|
|
|||||||
|
Accrued expenses and other liabilities
|
—
|
|
|
572
|
|
|
118
|
|
|
55
|
|
|
2
|
|
|
—
|
|
|
747
|
|
|||||||
|
Total current liabilities
|
—
|
|
|
1,033
|
|
|
118
|
|
|
116
|
|
|
931
|
|
|
—
|
|
|
2,198
|
|
|||||||
|
Long-term debt
|
—
|
|
|
10,402
|
|
|
7
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
10,431
|
|
|||||||
|
Deferred taxes
|
22
|
|
|
1,768
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
1,887
|
|
|||||||
|
Operating lease liabilities
|
—
|
|
|
151
|
|
|
323
|
|
|
59
|
|
|
—
|
|
|
—
|
|
|
533
|
|
|||||||
|
Other long-term liabilities
|
—
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|||||||
|
Total liabilities
|
22
|
|
|
13,445
|
|
|
448
|
|
|
294
|
|
|
931
|
|
|
—
|
|
|
15,140
|
|
|||||||
|
Total stockholders’ equity (deficit)
|
3,830
|
|
|
1,509
|
|
|
990
|
|
|
1,286
|
|
|
429
|
|
|
(4,214
|
)
|
|
3,830
|
|
|||||||
|
Total liabilities and stockholders’ equity (deficit)
|
$
|
3,852
|
|
|
$
|
14,954
|
|
|
$
|
1,438
|
|
|
$
|
1,580
|
|
|
$
|
1,360
|
|
|
$
|
(4,214
|
)
|
|
$
|
18,970
|
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43
|
|
|
Accounts receivable, net
|
—
|
|
|
—
|
|
|
—
|
|
|
159
|
|
|
1,386
|
|
|
—
|
|
|
1,545
|
|
|||||||
|
Intercompany receivable (payable)
|
1,534
|
|
|
(1,423
|
)
|
|
(96
|
)
|
|
(15
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Inventory
|
—
|
|
|
96
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|||||||
|
Prepaid expenses and other assets
|
—
|
|
|
60
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
64
|
|
|||||||
|
Total current assets
|
1,534
|
|
|
(1,266
|
)
|
|
(96
|
)
|
|
203
|
|
|
1,386
|
|
|
—
|
|
|
1,761
|
|
|||||||
|
Rental equipment, net
|
—
|
|
|
8,910
|
|
|
—
|
|
|
690
|
|
|
—
|
|
|
—
|
|
|
9,600
|
|
|||||||
|
Property and equipment, net
|
57
|
|
|
462
|
|
|
40
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
614
|
|
|||||||
|
Investments in subsidiaries
|
1,826
|
|
|
1,646
|
|
|
980
|
|
|
—
|
|
|
—
|
|
|
(4,452
|
)
|
|
—
|
|
|||||||
|
Goodwill
|
—
|
|
|
4,661
|
|
|
—
|
|
|
397
|
|
|
—
|
|
|
—
|
|
|
5,058
|
|
|||||||
|
Other intangible assets, net
|
—
|
|
|
1,004
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
1,084
|
|
|||||||
|
Other long-term assets
|
9
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||||
|
Total assets
|
$
|
3,426
|
|
|
$
|
15,424
|
|
|
$
|
924
|
|
|
$
|
1,425
|
|
|
$
|
1,386
|
|
|
$
|
(4,452
|
)
|
|
$
|
18,133
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|||||||||||||||||||||||||||
|
Short-term debt and current maturities of long-term debt
|
$
|
1
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
850
|
|
|
$
|
—
|
|
|
$
|
903
|
|
|
Accounts payable
|
—
|
|
|
481
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
536
|
|
|||||||
|
Accrued expenses and other liabilities
|
—
|
|
|
619
|
|
|
14
|
|
|
42
|
|
|
2
|
|
|
—
|
|
|
677
|
|
|||||||
|
Total current liabilities
|
1
|
|
|
1,150
|
|
|
14
|
|
|
99
|
|
|
852
|
|
|
—
|
|
|
2,116
|
|
|||||||
|
Long-term debt
|
—
|
|
|
10,778
|
|
|
9
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
10,844
|
|
|||||||
|
Deferred taxes
|
22
|
|
|
1,587
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
1,687
|
|
|||||||
|
Other long-term liabilities
|
—
|
|
|
83
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|||||||
|
Total liabilities
|
23
|
|
|
13,598
|
|
|
23
|
|
|
234
|
|
|
852
|
|
|
—
|
|
|
14,730
|
|
|||||||
|
Total stockholders’ equity (deficit)
|
3,403
|
|
|
1,826
|
|
|
901
|
|
|
1,191
|
|
|
534
|
|
|
(4,452
|
)
|
|
3,403
|
|
|||||||
|
Total liabilities and stockholders’ equity (deficit)
|
$
|
3,426
|
|
|
$
|
15,424
|
|
|
$
|
924
|
|
|
$
|
1,425
|
|
|
$
|
1,386
|
|
|
$
|
(4,452
|
)
|
|
$
|
18,133
|
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Equipment rentals
|
$
|
—
|
|
|
$
|
7,282
|
|
|
$
|
—
|
|
|
$
|
681
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
7,964
|
|
|
Sales of rental equipment
|
—
|
|
|
757
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
831
|
|
|||||||
|
Sales of new equipment
|
—
|
|
|
238
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
268
|
|
|||||||
|
Contractor supplies sales
|
—
|
|
|
92
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|||||||
|
Service and other revenues
|
—
|
|
|
164
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
184
|
|
|||||||
|
Total revenues
|
—
|
|
|
8,533
|
|
|
—
|
|
|
817
|
|
|
1
|
|
|
—
|
|
|
9,351
|
|
|||||||
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
2,807
|
|
|
—
|
|
|
319
|
|
|
—
|
|
|
—
|
|
|
3,126
|
|
|||||||
|
Depreciation of rental equipment
|
—
|
|
|
1,490
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
—
|
|
|
1,631
|
|
|||||||
|
Cost of rental equipment sales
|
—
|
|
|
477
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
518
|
|
|||||||
|
Cost of new equipment sales
|
—
|
|
|
205
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
231
|
|
|||||||
|
Cost of contractor supplies sales
|
—
|
|
|
65
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|||||||
|
Cost of service and other revenues
|
—
|
|
|
92
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|||||||
|
Total cost of revenues
|
—
|
|
|
5,136
|
|
|
—
|
|
|
545
|
|
|
—
|
|
|
—
|
|
|
5,681
|
|
|||||||
|
Gross profit
|
—
|
|
|
3,397
|
|
|
—
|
|
|
272
|
|
|
1
|
|
|
—
|
|
|
3,670
|
|
|||||||
|
Selling, general and administrative expenses
|
92
|
|
|
840
|
|
|
—
|
|
|
116
|
|
|
44
|
|
|
—
|
|
|
1,092
|
|
|||||||
|
Merger related costs
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||||
|
Restructuring charge
|
—
|
|
|
19
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||||
|
Non-rental depreciation and amortization
|
19
|
|
|
354
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
407
|
|
|||||||
|
Operating (loss) income
|
(111
|
)
|
|
2,183
|
|
|
—
|
|
|
123
|
|
|
(43
|
)
|
|
—
|
|
|
2,152
|
|
|||||||
|
Interest (income) expense, net
|
(68
|
)
|
|
686
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
648
|
|
|||||||
|
Other (income) expense, net
|
(763
|
)
|
|
866
|
|
|
—
|
|
|
61
|
|
|
(174
|
)
|
|
—
|
|
|
(10
|
)
|
|||||||
|
Income before provision for income taxes
|
720
|
|
|
631
|
|
|
—
|
|
|
62
|
|
|
101
|
|
|
—
|
|
|
1,514
|
|
|||||||
|
Provision for income taxes
|
167
|
|
|
139
|
|
|
—
|
|
|
9
|
|
|
25
|
|
|
—
|
|
|
340
|
|
|||||||
|
Income before equity in net earnings (loss) of subsidiaries
|
553
|
|
|
492
|
|
|
—
|
|
|
53
|
|
|
76
|
|
|
—
|
|
|
1,174
|
|
|||||||
|
Equity in net earnings (loss) of subsidiaries
|
621
|
|
|
129
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
(788
|
)
|
|
—
|
|
|||||||
|
Net income (loss)
|
1,174
|
|
|
621
|
|
|
38
|
|
|
53
|
|
|
76
|
|
|
(788
|
)
|
|
1,174
|
|
|||||||
|
Other comprehensive income (loss)
|
51
|
|
|
51
|
|
|
50
|
|
|
48
|
|
|
—
|
|
|
(149
|
)
|
|
51
|
|
|||||||
|
Comprehensive income (loss)
|
$
|
1,225
|
|
|
$
|
672
|
|
|
$
|
88
|
|
|
$
|
101
|
|
|
$
|
76
|
|
|
$
|
(937
|
)
|
|
$
|
1,225
|
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Equipment rentals
|
$
|
—
|
|
|
$
|
6,388
|
|
|
$
|
—
|
|
|
$
|
552
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,940
|
|
|
Sales of rental equipment
|
—
|
|
|
609
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
664
|
|
|||||||
|
Sales of new equipment
|
—
|
|
|
184
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|||||||
|
Contractor supplies sales
|
—
|
|
|
80
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|||||||
|
Service and other revenues
|
—
|
|
|
126
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
144
|
|
|||||||
|
Total revenues
|
—
|
|
|
7,387
|
|
|
—
|
|
|
660
|
|
|
—
|
|
|
—
|
|
|
8,047
|
|
|||||||
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
2,370
|
|
|
—
|
|
|
244
|
|
|
—
|
|
|
—
|
|
|
2,614
|
|
|||||||
|
Depreciation of rental equipment
|
—
|
|
|
1,258
|
|
|
—
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
1,363
|
|
|||||||
|
Cost of rental equipment sales
|
—
|
|
|
358
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
386
|
|
|||||||
|
Cost of new equipment sales
|
—
|
|
|
159
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
179
|
|
|||||||
|
Cost of contractor supplies sales
|
—
|
|
|
52
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|||||||
|
Cost of service and other revenues
|
—
|
|
|
71
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|||||||
|
Total cost of revenues
|
—
|
|
|
4,268
|
|
|
—
|
|
|
415
|
|
|
—
|
|
|
—
|
|
|
4,683
|
|
|||||||
|
Gross profit
|
—
|
|
|
3,119
|
|
|
—
|
|
|
245
|
|
|
—
|
|
|
—
|
|
|
3,364
|
|
|||||||
|
Selling, general and administrative expenses
|
25
|
|
|
860
|
|
|
—
|
|
|
96
|
|
|
57
|
|
|
—
|
|
|
1,038
|
|
|||||||
|
Merger related costs
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||||
|
Restructuring charge
|
—
|
|
|
29
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||||
|
Non-rental depreciation and amortization
|
17
|
|
|
266
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
308
|
|
|||||||
|
Operating (loss) income
|
(42
|
)
|
|
1,928
|
|
|
—
|
|
|
122
|
|
|
(57
|
)
|
|
—
|
|
|
1,951
|
|
|||||||
|
Interest (income) expense, net
|
(39
|
)
|
|
497
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
(1
|
)
|
|
481
|
|
|||||||
|
Other (income) expense, net
|
(657
|
)
|
|
742
|
|
|
—
|
|
|
51
|
|
|
(142
|
)
|
|
—
|
|
|
(6
|
)
|
|||||||
|
Income before provision for income taxes
|
654
|
|
|
689
|
|
|
—
|
|
|
71
|
|
|
61
|
|
|
1
|
|
|
1,476
|
|
|||||||
|
Provision for income taxes
|
164
|
|
|
181
|
|
|
—
|
|
|
20
|
|
|
15
|
|
|
—
|
|
|
380
|
|
|||||||
|
Income before equity in net earnings (loss) of subsidiaries
|
490
|
|
|
508
|
|
|
—
|
|
|
51
|
|
|
46
|
|
|
1
|
|
|
1,096
|
|
|||||||
|
Equity in net earnings (loss) of subsidiaries
|
606
|
|
|
98
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
(751
|
)
|
|
—
|
|
|||||||
|
Net income (loss)
|
1,096
|
|
|
606
|
|
|
47
|
|
|
51
|
|
|
46
|
|
|
(750
|
)
|
|
1,096
|
|
|||||||
|
Other comprehensive (loss)
income
|
(86
|
)
|
|
(86
|
)
|
|
(82
|
)
|
|
(105
|
)
|
|
—
|
|
|
273
|
|
|
(86
|
)
|
|||||||
|
Comprehensive income (loss)
|
$
|
1,010
|
|
|
$
|
520
|
|
|
$
|
(35
|
)
|
|
$
|
(54
|
)
|
|
$
|
46
|
|
|
$
|
(477
|
)
|
|
$
|
1,010
|
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Equipment rentals
|
$
|
—
|
|
|
$
|
5,253
|
|
|
$
|
—
|
|
|
$
|
462
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,715
|
|
|
Sales of rental equipment
|
—
|
|
|
494
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
|
550
|
|
|||||||
|
Sales of new equipment
|
—
|
|
|
157
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
178
|
|
|||||||
|
Contractor supplies sales
|
—
|
|
|
70
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
80
|
|
|||||||
|
Service and other revenues
|
—
|
|
|
102
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
118
|
|
|||||||
|
Total revenues
|
—
|
|
|
6,076
|
|
|
—
|
|
|
565
|
|
|
—
|
|
|
—
|
|
|
6,641
|
|
|||||||
|
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
1,933
|
|
|
—
|
|
|
218
|
|
|
—
|
|
|
—
|
|
|
2,151
|
|
|||||||
|
Depreciation of rental equipment
|
—
|
|
|
1,033
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
1,124
|
|
|||||||
|
Cost of rental equipment sales
|
—
|
|
|
302
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
330
|
|
|||||||
|
Cost of new equipment sales
|
—
|
|
|
134
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
152
|
|
|||||||
|
Cost of contractor supplies sales
|
—
|
|
|
49
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|||||||
|
Cost of service and other revenues
|
—
|
|
|
51
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|||||||
|
Total cost of revenues
|
—
|
|
|
3,502
|
|
|
—
|
|
|
370
|
|
|
—
|
|
|
—
|
|
|
3,872
|
|
|||||||
|
Gross profit
|
—
|
|
|
2,574
|
|
|
—
|
|
|
195
|
|
|
—
|
|
|
—
|
|
|
2,769
|
|
|||||||
|
Selling, general and administrative expenses
|
103
|
|
|
682
|
|
|
—
|
|
|
80
|
|
|
38
|
|
|
—
|
|
|
903
|
|
|||||||
|
Merger related costs
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|||||||
|
Restructuring charge
|
—
|
|
|
49
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|||||||
|
Non-rental depreciation and amortization
|
15
|
|
|
223
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
259
|
|
|||||||
|
Operating (loss) income
|
(118
|
)
|
|
1,570
|
|
|
—
|
|
|
93
|
|
|
(38
|
)
|
|
—
|
|
|
1,507
|
|
|||||||
|
Interest (income) expense, net
|
(15
|
)
|
|
469
|
|
|
3
|
|
|
—
|
|
|
12
|
|
|
(5
|
)
|
|
464
|
|
|||||||
|
Other (income) expense, net
|
(543
|
)
|
|
596
|
|
|
—
|
|
|
45
|
|
|
(103
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
|
Income (loss) before provision (benefit) for income taxes
|
440
|
|
|
505
|
|
|
(3
|
)
|
|
48
|
|
|
53
|
|
|
5
|
|
|
1,048
|
|
|||||||
|
Provision (benefit) for income taxes
|
144
|
|
|
(469
|
)
|
|
—
|
|
|
12
|
|
|
15
|
|
|
—
|
|
|
(298
|
)
|
|||||||
|
Income (loss) before equity in net earnings (loss) of subsidiaries
|
296
|
|
|
974
|
|
|
(3
|
)
|
|
36
|
|
|
38
|
|
|
5
|
|
|
1,346
|
|
|||||||
|
Equity in net earnings (loss) of subsidiaries
|
1,050
|
|
|
76
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
(1,162
|
)
|
|
—
|
|
|||||||
|
Net income (loss)
|
1,346
|
|
|
1,050
|
|
|
33
|
|
|
36
|
|
|
38
|
|
|
(1,157
|
)
|
|
1,346
|
|
|||||||
|
Other comprehensive income (loss)
|
67
|
|
|
67
|
|
|
67
|
|
|
55
|
|
|
—
|
|
|
(189
|
)
|
|
67
|
|
|||||||
|
Comprehensive income (loss)
|
$
|
1,413
|
|
|
$
|
1,117
|
|
|
$
|
100
|
|
|
$
|
91
|
|
|
$
|
38
|
|
|
$
|
(1,346
|
)
|
|
$
|
1,413
|
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
Net cash provided by operating activities
|
$
|
34
|
|
|
$
|
2,720
|
|
|
$
|
—
|
|
|
$
|
167
|
|
|
$
|
103
|
|
|
$
|
—
|
|
|
$
|
3,024
|
|
|
Net cash used in investing activities
|
(34
|
)
|
|
(1,529
|
)
|
|
—
|
|
|
(147
|
)
|
|
—
|
|
|
—
|
|
|
(1,710
|
)
|
|||||||
|
Net cash used in financing activities
|
—
|
|
|
(1,164
|
)
|
|
—
|
|
|
(38
|
)
|
|
(103
|
)
|
|
—
|
|
|
(1,305
|
)
|
|||||||
|
Effect of foreign exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
|
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
27
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||||
|
Cash and cash equivalents at beginning of period
|
—
|
|
|
1
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|||||||
|
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
—
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
52
|
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
Net cash provided by (used in) operating activities
|
$
|
36
|
|
|
$
|
3,116
|
|
|
$
|
(1
|
)
|
|
$
|
(16
|
)
|
|
$
|
(282
|
)
|
|
$
|
—
|
|
|
$
|
2,853
|
|
|
Net cash used in investing activities
|
(36
|
)
|
|
(4,308
|
)
|
|
—
|
|
|
(207
|
)
|
|
—
|
|
|
—
|
|
|
(4,551
|
)
|
|||||||
|
Net cash provided by (used in) financing activities
|
—
|
|
|
1,170
|
|
|
1
|
|
|
(56
|
)
|
|
282
|
|
|
—
|
|
|
1,397
|
|
|||||||
|
Effect of foreign exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|||||||
|
Net decrease in cash and cash equivalents
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(287
|
)
|
|
—
|
|
|
—
|
|
|
(309
|
)
|
|||||||
|
Cash and cash equivalents at beginning of period
|
—
|
|
|
23
|
|
|
—
|
|
|
329
|
|
|
—
|
|
|
—
|
|
|
352
|
|
|||||||
|
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
43
|
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
|
Net cash provided by (used in) operating activities
|
$
|
21
|
|
|
$
|
2,291
|
|
|
$
|
(3
|
)
|
|
$
|
132
|
|
|
$
|
(232
|
)
|
|
$
|
—
|
|
|
$
|
2,209
|
|
|
Net cash used in investing activities
|
(21
|
)
|
|
(3,554
|
)
|
|
—
|
|
|
(109
|
)
|
|
—
|
|
|
—
|
|
|
(3,684
|
)
|
|||||||
|
Net cash provided by (used in) financing activities
|
—
|
|
|
1,265
|
|
|
3
|
|
|
(3
|
)
|
|
232
|
|
|
—
|
|
|
1,497
|
|
|||||||
|
Effect of foreign exchange rate
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||||
|
Net increase in cash and cash equivalents
|
—
|
|
|
2
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
40
|
|
|||||||
|
Cash and cash equivalents at beginning of period
|
—
|
|
|
21
|
|
|
—
|
|
|
291
|
|
|
—
|
|
|
—
|
|
|
312
|
|
|||||||
|
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
329
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
352
|
|
|
Description
|
|
Balance at
Beginning of Period |
|
Acquired
|
|
Charged to
Costs and Expenses |
|
Charged to
Revenue |
|
Deductions
|
|
Balance
at End of Period |
||||||||||||
|
Year ended December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Allowance for doubtful accounts
|
|
$
|
93
|
|
|
$
|
2
|
|
|
$
|
8
|
|
(a)
|
$
|
34
|
|
(a)
|
$
|
34
|
|
(b)
|
$
|
103
|
|
|
Reserve for obsolescence and shrinkage
|
|
5
|
|
|
4
|
|
|
40
|
|
|
—
|
|
|
39
|
|
(c)
|
10
|
|
||||||
|
Self-insurance reserve
|
|
106
|
|
|
—
|
|
|
180
|
|
|
—
|
|
|
165
|
|
(d)
|
121
|
|
||||||
|
Year ended December 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Allowance for doubtful accounts
|
|
$
|
68
|
|
|
$
|
14
|
|
|
$
|
45
|
|
|
$
|
—
|
|
|
$
|
34
|
|
(b)
|
$
|
93
|
|
|
Reserve for obsolescence and shrinkage
|
|
7
|
|
|
1
|
|
|
26
|
|
|
—
|
|
|
29
|
|
(c)
|
5
|
|
||||||
|
Self-insurance reserve
|
|
100
|
|
|
5
|
|
|
144
|
|
|
—
|
|
|
143
|
|
(d)
|
106
|
|
||||||
|
Year ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Allowance for doubtful accounts
|
|
$
|
54
|
|
|
$
|
6
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
32
|
|
(b)
|
$
|
68
|
|
|
Reserve for obsolescence and shrinkage
|
|
3
|
|
|
2
|
|
|
20
|
|
|
—
|
|
|
18
|
|
(c)
|
7
|
|
||||||
|
Self-insurance reserve
|
|
94
|
|
|
6
|
|
|
122
|
|
|
—
|
|
|
122
|
|
(d)
|
100
|
|
||||||
|
(a)
|
Amounts charged to cost and expenses reflect bad debt expenses recognized within selling, general and administrative expenses. The amounts charged to revenue primarily reflect doubtful accounts associated with lease revenues that were recognized as a reduction to equipment rentals revenue. In 2019, we adopted an updated lease accounting standard (see note 13 to the consolidated financial statements for further detail) that requires that we recognize doubtful accounts associated with lease revenues as a reduction to equipment rentals revenue. We adopted the updated lease accounting standard using a transition method that does not require application to periods prior to adoption.
|
|
(b)
|
Represents write-offs of accounts, net of recoveries.
|
|
(c)
|
Represents write-offs.
|
|
(d)
|
Represents payments.
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
|
Item 9A.
|
Controls and Procedures
|
|
Item 9B.
|
Other Information
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
Item 14.
|
Principal Accountant Fees and Services
|
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
|
2
|
|
(a)
|
|
|
|
|
|
|
|
2
|
|
(b)
|
|
|
|
|
|
|
|
2
|
|
(c)
|
|
|
|
|
|
|
|
2
|
|
(d)
|
|
|
|
|
|
|
|
2
|
|
(e)
|
|
|
|
|
|
|
|
2
|
|
(f)
|
|
|
|
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
|
2
|
|
(g)
|
|
|
|
|
|
|
|
3
|
|
(a)
|
|
|
|
|
|
|
|
3
|
|
(b)
|
|
|
|
|
|
|
|
3
|
|
(c)
|
|
|
|
|
|
|
|
3
|
|
(d)
|
|
|
|
|
|
|
|
4
|
|
(a)
|
|
|
|
|
|
|
|
4
|
|
(b)
|
|
|
|
|
|
|
|
4
|
|
(c)
|
|
|
|
|
|
|
|
4
|
|
(d)
|
|
|
|
|
|
|
|
4
|
|
(e)
|
|
|
|
|
|
|
|
4
|
|
(f)
|
|
|
|
|
|
|
|
4
|
|
(g)
|
|
|
|
|
|
|
|
4
|
|
(h)
|
|
|
|
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
|
4
|
|
(i)
|
|
|
|
|
|
|
|
4
|
|
(j)
|
|
|
|
|
|
|
|
4
|
|
(k)*
|
|
|
|
|
|
|
|
10
|
|
(a)
|
|
|
|
|
|
|
|
10
|
|
(b)
|
|
|
|
|
|
|
|
10
|
|
(c)
|
|
|
|
|
|
|
|
10
|
|
(d)
|
|
|
|
|
|
|
|
10
|
|
(e)
|
|
|
|
|
|
|
|
10
|
|
(f)
|
|
|
|
|
|
|
|
10
|
|
(g)
|
|
|
|
|
|
|
|
10
|
|
(h)
|
|
|
|
|
|
|
|
10
|
|
(i)
|
|
|
|
|
|
|
|
10
|
|
(j)
|
|
|
|
|
|
|
|
10
|
|
(k)
|
|
|
|
|
|
|
|
10
|
|
(l)
|
|
|
|
|
|
|
|
10
|
|
(m)
|
|
|
|
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
|
10
|
|
(n)
|
|
|
|
|
|
|
|
10
|
|
(o)
|
|
|
|
|
|
|
|
10
|
|
(p)
|
|
|
|
|
|
|
|
10
|
|
(q)
|
|
|
|
|
|
|
|
10
|
|
(r)
|
|
|
|
|
|
|
|
10
|
|
(s)
|
|
|
|
|
|
|
|
10
|
|
(t)*
|
|
|
|
|
|
|
|
10
|
|
(u)
|
|
|
|
|
|
|
|
10
|
|
(v)
|
|
|
|
|
|
|
|
10
|
|
(w)
|
|
|
|
|
|
|
|
10
|
|
(x)
|
|
|
|
|
|
|
|
10
|
|
(y)
|
|
|
|
|
|
|
|
10
|
|
(z)
|
|
|
|
|
|
|
|
10
|
|
(aa)
|
Board of Directors compensatory plans, as described under the caption "Director Compensation" in the United Rentals, Inc. definitive proxy statement to be filed with the Securities and Exchange Commission (in connection with the Annual Meeting of Stockholders) on or before March 24, 2020
|
|
|
|
|
|
|
10
|
|
(bb)
|
|
|
|
|
|
|
|
10
|
|
(cc)
|
|
|
|
|
|
|
|
10
|
|
(dd)
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
|
|
|
|
|
|
10
|
|
(ee)
|
|
|
|
|
|
|
|
10
|
|
(ff)
|
|
|
|
|
|
|
|
10
|
|
(gg)
|
|
|
|
|
|
|
|
10
|
|
(hh)
|
|
|
|
|
|
|
|
10
|
|
(ii)
|
|
|
|
|
|
|
|
10
|
|
(jj)
|
|
|
|
|
|
|
|
10
|
|
(kk)
|
|
|
|
|
|
|
|
10
|
|
(ll)
|
|
|
|
|
|
|
|
10
|
|
(mm)
|
|
|
|
|
|
|
|
10
|
|
(nn)
|
|
|
|
|
|
|
|
10
|
|
(oo)
|
|
|
|
|
|
|
|
10
|
|
(pp)
|
|
|
|
|
|
|
|
10
|
|
(qq)
|
|
|
|
|
|
|
|
10
|
|
(rr)
|
|
|
|
|
|
|
|
10
|
|
(ss)
|
|
|
|
|
|
|
|
10
|
|
(tt)
|
|
|
|
|
|
|
|
10
|
|
(uu)
|
|
|
|
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
|
10
|
|
(fff)
|
|
|
|
|
|
|
|
10
|
|
(ggg)
|
|
|
|
|
|
|
|
10
|
|
(hhh)
|
|
|
|
|
|
|
|
10
|
|
(iii)
|
|
|
|
|
|
|
|
10
|
|
(jjj)
|
|
|
|
|
|
|
|
10
|
|
(kkk)
|
|
|
|
|
|
|
|
10
|
|
(lll)
|
|
|
|
|
|
|
|
10
|
|
(mmm)
|
|
|
|
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
|
10
|
|
(nnn)
|
|
|
|
|
|
|
|
10
|
|
(ooo)
|
|
|
|
|
|
|
|
10
|
|
(ppp)
|
|
|
|
|
|
|
|
21
|
|
*
|
|
|
|
|
|
|
|
23
|
|
*
|
|
|
|
|
|
|
|
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.
|
|
‡
|
This document is a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 15(a) of this report.
|
|
|
|
|
UNITED RENTALS, INC.
|
|
|
Date:
|
January 29, 2020
|
|
By:
|
/S/ MATTHEW J. FLANNERY
|
|
|
|
|
|
Matthew J. Flannery, Chief Executive Officer
|
|
Signatures
|
|
Title
|
|
Date
|
|
/S/ MICHAEL J. KNEELAND
|
|
Chairman
|
|
January 29, 2020
|
|
Michael J. Kneeland
|
|
|
|
|
|
|
|
|
|
|
|
/S/ JOSÉ B. ALVAREZ
|
|
Director
|
|
January 29, 2020
|
|
José B. Alvarez
|
|
|
|
|
|
|
|
|
|
|
|
/S/ MARC A. BRUNO
|
|
Director
|
|
January 29, 2020
|
|
Marc A. Bruno
|
|
|
|
|
|
|
|
|
|
|
|
/S/ BOBBY J. GRIFFIN
|
|
Director
|
|
January 29, 2020
|
|
Bobby J. Griffin
|
|
|
|
|
|
|
|
|
|
|
|
/S/ KIM HARRIS JONES
|
|
Director
|
|
January 29, 2020
|
|
Kim Harris Jones
|
|
|
|
|
|
|
|
|
|
|
|
/S/ TERRI L. KELLY
|
|
Director
|
|
January 29, 2020
|
|
Terri L. Kelly
|
|
|
|
|
|
|
|
|
|
|
|
/S/ GRACIA MARTORE
|
|
Director
|
|
January 29, 2020
|
|
Gracia Martore
|
|
|
|
|
|
|
|
|
|
|
|
/S/ JASON D. PAPASTAVROU
|
|
Director
|
|
January 29, 2020
|
|
Jason D. Papastavrou
|
|
|
|
|
|
|
|
|
|
|
|
/S/ FILIPPO PASSERINI
|
|
Director
|
|
January 29, 2020
|
|
Filippo Passerini
|
|
|
|
|
|
|
|
|
|
|
|
/S/ DONALD C. ROOF
|
|
Director
|
|
January 29, 2020
|
|
Donald C. Roof
|
|
|
|
|
|
|
|
|
|
|
|
/S/ SHIV SINGH
|
|
Director
|
|
January 29, 2020
|
|
Shiv Singh
|
|
|
|
|
|
|
|
|
|
|
|
/S/ MATTHEW J. FLANNERY
|
|
Director and Chief Executive Officer (Principal Executive Officer)
|
|
January 29, 2020
|
|
Matthew J. Flannery
|
|
|
|
|
|
|
|
|
|
|
|
/S/ JESSICA T. GRAZIANO
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
January 29, 2020
|
|
Jessica T. Graziano
|
|
|
|
|
|
|
|
|
|
|
|
/S/ ANDREW B. LIMOGES
|
|
Vice President, Controller (Principal Accounting Officer)
|
|
January 29, 2020
|
|
Andrew B. Limoges
|
|
|
|
|
|
•
|
prior to the stockholder becoming an interested stockholder, the Board must have previously approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
|
|
•
|
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of United Rentals outstanding at the time the transaction commenced, excluding, for purposes of determining the number of shares outstanding, shares owned by persons who are directors and officers; or
|
|
•
|
the business combination is approved by the Board and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least 662/3% of the outstanding voting stock which is not owned by the interested stockholder.
|
|
Performance
|
Percentage of Units earned for a Performance Period*
|
|
Performance less than Threshold
|
0%
|
|
Performance at Threshold
|
50%
|
|
Performance at Target
|
100%
|
|
Performance at or above Maximum
|
200%
|
|
Name of Company
|
Jurisdiction
of Incorporation |
|
|
|
|
UNITED RENTALS, INC. (f/k/a United Rentals Holdings, Inc.)
|
Delaware
|
|
|
|
|
A. United Rentals (North America), Inc. (f/k/a UR Merger Sub Corporation)
|
Delaware
|
|
|
|
|
1. United Rentals Highway Technologies Gulf, LLC (f/k/a United Rentals Highway
Technologies Gulf, Inc.) |
Delaware
|
|
|
|
|
(a) United Rentals of Canada, Inc.
|
Ontario
|
|
|
|
|
2. United Rentals (Delaware), Inc.
|
Delaware
|
|
|
|
|
3. United Rentals Realty, LLC
(United Rentals (North America), Inc. is the sole member and United Rentals, Inc. is the manager) |
Delaware
|
|
|
|
|
4. United Rentals Receivables LLC II
(United Rentals (North America), Inc. is the sole member and United Rentals, Inc. is the manager) |
Delaware
|
|
|
|
|
5. United Rentals International B.V. (d/b/a BakerCorp, a United Rentals Company)
|
Netherlands
|
|
|
|
|
(a) United Rentals UK Limited (d/b/a BakerCorp, a United Rentals Company)
|
United Kingdom
|
|
|
|
|
(b) United Rentals S.A.S. (d/b/a BakerCorp, a United Rentals Company)
|
France
|
|
|
|
|
(c) United Rentals B.V. (d/b/a BakerCorp, a United Rentals Company)
|
Netherlands
|
|
|
|
|
(d) United Rentals Management GmbH (d/b/a BakerCorp, a United Rentals Company)
|
Germany
|
|
|
|
|
6. URVI, Inc.
|
Virgin Islands
|
|
|
|
|
7. United Rentals PR, Inc.
|
Puerto Rico
|
|
(1)
|
Registration Statement (Form S-8 No. 333-139589) pertaining to the 2001 Comprehensive Stock Plan of United Rentals, Inc.,
|
|
(2)
|
Registration Statement (Form S-8 No. 333-116882) pertaining to the Deferred Compensation Plan for Directors of United Rentals, Inc.,
|
|
(3)
|
Registration Statement (Form S-8 No. 333-231287) pertaining to the 2019 Long Term Incentive Plan of United Rentals, Inc., and
|
|
(4)
|
Registration Statement (Form S-3 No. 333-222683) and in the related Prospectuses for the registration of United Rentals, Inc. debt securities, shares of common stock, rights, shares of preferred stock, and warrants and United Rentals (North America), Inc. debt securities;
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of United Rentals, Inc. and United Rentals (North America), Inc. for the year ended December 31, 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.
|
|
January 29, 2020
|
|
|
|
/S/ MATTHEW J. FLANNERY
|
|
Matthew J. Flannery
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of United Rentals, Inc. and United Rentals (North America), Inc. for the year ended December 31, 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):
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a)
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all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants’ ability to record, process, summarize and report financial information; and
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b)
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any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants’ internal control over financial reporting.
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January 29, 2020
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/s/ JESSICA T. GRAZIANO
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Jessica T. Graziano
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Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m); and
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2.
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.
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/s/ MATTHEW J. FLANNERY
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Matthew J. Flannery
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Chief Executive Officer
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (15 U.S.C. 78m); and
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2.
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.
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/s/ JESSICA T. GRAZIANO
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Jessica T. Graziano
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Chief Financial Officer
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