|
Delaware
Delaware
|
06-1522496
06-1493538
|
(States of Incorporation)
|
(I.R.S. Employer Identification Nos.)
|
|
|
Five Greenwich Office Park,
Greenwich, Connecticut
|
06831
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Title of Each Class
|
Name of Each Exchange on
Which Registered
|
Common Stock, $.01 par value, of United Rentals, Inc.
|
New York Stock Exchange
|
Large Accelerated Filer
þ
|
Accelerated Filer
o
|
Non-Accelerated Filer
o
|
Smaller Reporting Company
o
|
|
•
|
we and/or RSC Holdings, Inc. (“RSC”) may be unable to obtain stockholder or regulatory approvals required in connection with our proposed acquisition of RSC, or we may be required to accept conditions that could reduce the anticipated benefits of the merger as a condition to obtaining regulatory approvals;
|
•
|
the length of time necessary to consummate the proposed acquisition of RSC may be longer than anticipated, and our business and/or RSC's business may suffer as a result of uncertainty surrounding the proposed transaction;
|
•
|
the possibility that RSC or other companies that we have acquired or may acquire could have undiscovered liabilities may strain our management capabilities or may be difficult to integrate;
|
•
|
our highly leveraged capital structure, which will increase as a result of the proposed acquisition of RSC, 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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a change in the pace of the recovery in our end markets which began late in the first quarter of 2010. Our business is cyclical and highly sensitive to North American construction and industrial activities. Although we have recently experienced an upturn in rental activity, there is no certainty this trend will continue. If the pace of the recovery slows or construction activity declines, our revenues and, because many of our costs are fixed, our profitability, may be adversely affected;
|
•
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inability to benefit from government spending associated with stimulus-related construction projects;
|
•
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restrictive covenants in our debt instruments, which can limit our financial and operational flexibility;
|
•
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noncompliance with financial or other covenants in our debt agreements, which could result in our lenders terminating our credit facilities and requiring us to repay outstanding borrowings;
|
•
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inability to access the capital that our businesses or growth plans may require;
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•
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inability to manage credit risk adequately or to collect on contracts with a large number of customers;
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•
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the outcome or other potential consequences of regulatory matters and commercial litigation;
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•
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incurrence of additional expenses (including indemnification obligations) and other costs in connection with litigation, regulatory and investigatory matters;
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•
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increases in our maintenance and replacement costs if we age our fleet, and decreases in the residual value of our equipment;
|
•
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inability to sell our new or used fleet in the amounts, or at the prices, we expect;
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•
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turnover in our management team and inability to attract and retain key personnel;
|
•
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rates we can charge and time utilization we can achieve being less than anticipated;
|
•
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costs we incur being more than anticipated, and the inability to realize expected savings in the amounts or time frames planned;
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•
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dependence on key suppliers to obtain equipment and other supplies for our business on acceptable terms;
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•
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competition from existing and new competitors;
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•
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disruptions in our information technology systems;
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•
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the costs of complying with environmental and safety regulations;
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•
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labor disputes, work stoppages or other labor difficulties, which may impact our productivity, and potential enactment of new legislation or other changes in law affecting our labor relations or operations generally;
|
•
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shortfalls in our insurance coverage;
|
•
|
adverse developments in our existing claims or significant increases in new claims; and
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•
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other factors discussed under Item 1A–Risk Factors and elsewhere in this annual report.
|
•
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General construction and industrial equipment
, such as backhoes, skid-steer loaders, forklifts, earthmoving equipment and material handling equipment, which accounted for approximately
41
percent of our total 2011 equipment rental revenue;
|
•
|
Aerial work platforms,
such as boom lifts and scissor lifts, which accounted for approximately
39
percent of our total 2011 equipment rental revenue;
|
•
|
General tools and light equipment
, such as pressure washers, water pumps, generators, heaters and power tools, which accounted for approximately
8
percent of our total 2011 equipment rental revenue;
|
•
|
Trench safety equipment
, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, which accounted for approximately
6
percent of our total 2011 equipment rental revenue; and
|
•
|
Power and HVAC (“heating, ventilating and air conditioning”) equipment
, such as portable diesel generators, electrical distribution equipment, and temperature control equipment including heating and cooling equipment, which accounted for approximately
6
percent of our total 2011 equipment rental revenue.
|
•
|
A
6.1
percent increase in rental rates;
|
•
|
A
13.4
percent increase in the volume of OEC on rent;
|
•
|
A
3.5
percentage point increase in time utilization on a larger fleet;
|
•
|
An increase in the proportion of equipment rental revenues derived from National Account customers, from 31 percent in 2010 to
35
percent in 2011. National Accounts are generally defined as customers with potential annual equipment rental spend of at least $500,000 or customers doing business in multiple locations;
|
•
|
Continued improvement in customer service management, including an increase in the proportion of equipment rental revenues derived from accounts that are managed by a single point of contact from 51 percent in 2010 to
55
percent in 2011. Establishing a single point of contact for our key accounts helps us to provide customer service management that is more consistent and satisfactory. Additionally, we expanded our centralized Customer Care Center (“CCC”). The CCC, which established a second base of operations in 2010, handled
10
percent more rental reservations in 2011 compared to 2010;
|
•
|
The continued optimization of our network of rental locations, including an increase in 2011 of 7, or 9 percent, in the number of our trench safety, power and HVAC rental locations; and
|
•
|
A
0.8
percentage point improvement in selling, general and administrative expenses as a percentage of revenue.
|
•
|
Leveraging technology and training to improve rental rate performance and to optimize the transportation of our rental equipment to and from customer jobsites;
|
•
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Further increasing the proportion of our revenues derived from National Accounts and other large customers through customer segmentation. To the extent that we are successful, we believe that we can improve our equipment rental gross margin and overall profitability over time, as large accounts tend to rent more equipment for longer periods and can be serviced more cost effectively than short-term transactional customers;
|
•
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Accelerating our pursuit of opportunities in the industrial marketplace, where we believe our depth of resources and branch footprint give us a competitive advantage. Additionally, industrial equipment demand is subject to different cyclical pressures than construction demand, making our aggregate end markets less volatile; and
|
•
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Further capitalizing on the demand for the higher-margin power and climate control equipment rented by our trench safety, power and HVAC business.
|
•
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Commercial (private non-residential) construction rentals related to the construction and remodeling of office, retail, lodging and healthcare and other commercial facilities represented approximately
54
percent of our rental revenues;
|
•
|
Industrial rentals to manufacturers, chemical companies, paper mills, railroads, ship builders, utilities and other industries represented approximately
22
percent of our rental revenues;
|
•
|
Infrastructure (private and public non-residential) construction rentals related to the building of public structures such as bridges, highways, power plants and airports represented approximately
18
percent of our rental revenues; and
|
•
|
Residential rentals for the construction and renovation of homes represented approximately
6
percent of our rental revenues.
|
•
|
Equipment Sharing Among Branches
. We generally group our branches into districts of six to 10 locations that are in the same geographic area. Our districts are generally grouped into regions of seven to 11 districts. Each branch within a region can access equipment located elsewhere in the region. This sharing increases equipment utilization because equipment that is idle at one branch can be marketed and rented through other branches. Additionally, fleet sharing allows us to be more disciplined with our capital spend.
|
•
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Customer Care Center
. We have a CCC based in Tampa, Florida and Charlotte, North Carolina that handles all 1-800-UR-RENTS telephone calls. The CCC handles many of the 1-800-UR-RENTS telephone calls without having to route them to individual branches, which frees up branch employee time. In 2010, we established the North Carolina base of operations for the CCC, which facilitated the CCC’s handling of
10
percent more rental reservations in 2011 than in 2010. The CCC provides us with the ability to provide a more uniform quality experience to customers, manage fleet sharing more effectively and free up branch employee time.
|
•
|
Consolidation of Common Functions
. We reduce costs through the consolidation of functions that are common to our branches, such as accounts payable, payroll, benefits and risk management, information technology and credit and collection.
|
•
|
enabling us to better serve National Account customers with multiple locations;
|
•
|
helping us achieve favorable resale prices by allowing us to access used equipment resale markets across North America; and
|
•
|
reducing our dependence on any particular customer.
|
•
|
construction companies that use equipment for constructing and renovating commercial buildings, warehouses, industrial and manufacturing plants, office parks, airports, residential developments and other facilities;
|
•
|
industrial companies—such as manufacturers, chemical companies, paper mills, railroads, ship builders and utilities—that use equipment for plant maintenance, upgrades, expansion and construction;
|
•
|
municipalities that require equipment for a variety of purposes; and
|
•
|
homeowners and other individuals that use equipment for projects that range from simple repairs to major renovations.
|
•
|
enable branch personnel to (i) determine equipment availability, (ii) access all equipment within a geographic region and arrange for equipment to be delivered from anywhere in the region directly to the customer, (iii) monitor business activity on a real-time basis and (iv) obtain customized reports on a wide range of operating and financial data, including equipment utilization, rental rate trends, maintenance histories and customer transaction histories;
|
•
|
permit customers to access their accounts online; and
|
•
|
allow management to obtain a wide range of operational and financial data.
|
•
|
Pricing Optimization
: We enhanced our price optimization software, which was deployed company-wide in 2010. We deployed a deal management application that allows us to evaluate and approve any preliminary pricing agreement the field employees enter into with a customer prior to approval in our systems. Our pricing system includes customer-centric pricing (differentiated pricing based on specific customer attributes) which is available in the branch rental system and is provided in real-time to our sales representatives in the field on their smartphones;
|
•
|
Field Automation Strategy and Technology:
We continued to increase the use of wireless handheld computers with GPS capabilities and route optimization and dispatching software for the delivery and pick-up of our equipment to improve service to our customers while operating more efficiently in our branches. This program is now used at approximately 75 percent of our branches. We expect to complete the company-wide deployment of handheld GPS devices and route optimization and dispatching software in 2012;
|
•
|
Voice over Internet Protocol (“VoIP”):
We continued to improve our VoIP voice communication systems for our
|
•
|
Customer Service Scorecard:
All of our branches utilize a customer service scorecard to improve and monitor their performance across five critical dimensions: service response time, on-time delivery, off-rent pick-up time, equipment availability and billing dispute resolution. In 2011, we made the scorecards available to our sales representatives at the customer level; and
|
•
|
Enterprise Data Warehouse:
We initially implemented an enterprise data warehouse focused on supporting our customer service and sales force automation initiatives in 2009, and subsequently implemented additional reporting packages within the enterprise data warehouse focused on customer relationship management, sales force effectiveness, financial management, operations management and customer and product profitability. Additionally, automated campaigns and leads from internal and external data sources were routed to our sales force automation system to improve customer retention and increase our share of wallet.
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•
|
integrating and optimizing the utilization of our and RSC's rental equipment;
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•
|
integrating our and RSC's marketing, information technology and other systems;
|
•
|
maintenance of the combined company's rental equipment portfolio;
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•
|
conforming standards, controls, procedures and policies, business cultures and compensation structures between the companies;
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•
|
consolidating the equipment purchasing, maintenance and resale operations;
|
•
|
consolidating corporate and administrative functions;
|
•
|
consolidating branch locations;
|
•
|
consolidating sales and marketing operations;
|
•
|
identifying and eliminating redundant and underperforming operations and assets;
|
•
|
the retention of key employees;
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•
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minimizing the diversion of management's attention from ongoing business concerns; and
|
•
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the possibility of tax costs or inefficiencies associated with the integration of the operations of the combined company.
|
•
|
a decrease in expected levels of infrastructure spending, including lower than expected government funding for economic stimulus projects;
|
•
|
a lack of availability of credit;
|
•
|
an increase in the cost of construction materials;
|
•
|
an increase in interest rates;
|
•
|
adverse weather conditions, which may temporarily affect a particular region; or
|
•
|
terrorism or hostilities involving the United States or Canada.
|
•
|
seasonal rental patterns of our customers, with rental activity tending to be lower in the winter;
|
•
|
changes in the size of our rental fleet and/or in the rate at which we sell our used equipment;
|
•
|
changes in private non-residential construction spending or government funding for infrastructure and other construction projects;
|
•
|
changes in demand for, or utilization of, our equipment or in the prices we charge due to changes in economic conditions, competition or other factors;
|
•
|
commodity price pressures and the resultant increase in the cost of fuel and steel to our equipment suppliers, which can result in increased equipment costs for us;
|
•
|
other cost fluctuations, such as costs for employee-related compensation and healthcare benefits;
|
•
|
labor shortages, work stoppages or other labor difficulties;
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•
|
potential enactment of new legislation affecting our operations or labor relations;
|
•
|
completion of acquisitions (including the proposed merger with RSC), divestitures or recapitalizations;
|
•
|
increases in interest rates and related increases in our interest expense and our debt service obligations;
|
•
|
the possible need, from time to time, to record goodwill impairment charges or other write-offs or charges due to a variety of occurrences, such as the adoption of new accounting standards, the impairment of assets, rental location divestitures, dislocation in the equity and/or credit markets, consolidations or closings, restructurings, the refinancing of existing indebtedness or the buy-out of equipment leases; and
|
•
|
currency risks and other risks of international operations.
|
•
|
announcements of developments related to our business;
|
•
|
market perceptions of the pending merger with RSC and the likelihood of our involvement in other merger and acquisition activity;
|
•
|
variations in our revenues, gross margins, earnings or other financial results from investors’ expectations;
|
•
|
departure of key personnel;
|
•
|
purchases or sales of large blocks of our stock by institutional investors or transactions by insiders;
|
•
|
fluctuations in the results of our operations and general conditions in the economy, our market, and the markets served by our customers;
|
•
|
investor perceptions of the equipment rental industry in general and our Company in particular; and
|
•
|
the operating and stock performance of comparable companies or related industries.
|
•
|
increase our vulnerability to adverse economic, industry or competitive developments;
|
•
|
require us to devote a substantial portion of our cash flow to debt service, reducing the funds available for other purposes or otherwise constraining our financial flexibility;
|
•
|
restrict our ability to move operating cash flows to Holdings. As of December 31, 2011, primarily due to losses sustained in prior years, URNA had limited restricted payment capacity under the most restrictive restricted payment covenants in the indentures governing its outstanding indebtedness;
|
•
|
affect our ability to obtain additional financing, particularly since substantially all of our assets are subject to security interests relating to existing indebtedness; and
|
•
|
decrease our profitability or cash flow.
|
•
|
cause 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;
|
•
|
cause us to be disadvantaged compared to competitors with less leverage;
|
•
|
result 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; and
|
•
|
limit our ability to borrow additional monies in the future to fund working capital, capital expenditures and other general corporate purposes.
|
•
|
reducing or delaying capital expenditures;
|
•
|
limiting our growth;
|
•
|
seeking additional capital;
|
•
|
selling assets; or
|
•
|
restructuring or refinancing our indebtedness.
|
•
|
incur additional indebtedness;
|
•
|
make prepayments of certain indebtedness;
|
•
|
pay dividends;
|
•
|
repurchase common stock;
|
•
|
make investments;
|
•
|
create liens; and
|
•
|
sell assets and engage in mergers and acquisitions.
|
•
|
our insurance policies, reflecting a program structure that we believe reflects market conditions for companies our size, are often subject to significant deductibles or self-insured retentions: $
2
million per occurrence for each general liability or automobile liability claim, and $
1
million per occurrence for each workers’ compensation claim;
|
•
|
our director and officer liability insurance policy has no deductible for individual non-indemnifiable loss coverage, but is subject to a $
2.5
million deductible for company reimbursement coverage and all director and officer coverage is subject to certain exclusions;
|
•
|
we do not maintain stand-alone coverage for environmental liability (other than legally required coverage), since we believe the cost for such coverage is high relative to the benefit it provides; and
|
•
|
certain types of claims, such as claims for punitive damages or for damages arising from intentional misconduct, which are often alleged in third party lawsuits, might not be covered by our insurance.
|
•
|
unrecorded liabilities of acquired companies that we fail to discover during our due diligence investigations or that are not subject to indemnification or reimbursement by the seller;
|
•
|
difficulty in assimilating the operations and personnel of the acquired company within our existing operations or in maintaining uniform standards;
|
•
|
loss of key employees of the acquired company;
|
•
|
the failure to achieve anticipated synergies; and
|
•
|
strains on management and other personnel time and resources to evaluate, negotiate and integrate acquisitions.
|
•
|
the market price for new equipment of a like kind;
|
•
|
wear and tear on the equipment relative to its age and the performance of preventive maintenance;
|
•
|
the time of year that it is sold;
|
•
|
the supply of used equipment on the market;
|
•
|
the existence and capacities of different sales outlets;
|
•
|
the age of the equipment at the time it is sold;
|
•
|
worldwide and domestic demand for used equipment; and
|
•
|
general economic conditions.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
(Removed and Reserved)
|
Item 5.
|
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
High
|
|
Low
|
||||
2011:
|
|
|
|
|
||||
First Quarter
|
|
$
|
33.63
|
|
|
$
|
22.66
|
|
Second Quarter
|
|
34.78
|
|
|
22.13
|
|
||
Third Quarter
|
|
27.21
|
|
|
12.81
|
|
||
Fourth Quarter
|
|
30.73
|
|
|
15.14
|
|
||
2010:
|
|
|
|
|
||||
First Quarter
|
|
$
|
10.13
|
|
|
$
|
6.87
|
|
Second Quarter
|
|
14.79
|
|
|
9.26
|
|
||
Third Quarter
|
|
15.41
|
|
|
8.20
|
|
||
Fourth Quarter
|
|
23.69
|
|
|
14.46
|
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|||
October 1, 2011 to October 31, 2011
|
|
—
|
|
|
$
|
—
|
|
November 1, 2011 to November 30, 2011
|
|
1,297
|
|
|
$
|
25.10
|
|
December 1, 2011 to December 31, 2011
|
|
12,396
|
|
|
$
|
28.44
|
|
Total (1)
|
|
13,693
|
|
|
|
(1)
|
The shares 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.
|
Item 6.
|
Selected Financial Data
|
|
Year Ended December 31,
|
||||||||||||||||||
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
|||||||||||
(in millions, except per share data)
|
|||||||||||||||||||
Income statement data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
2,611
|
|
|
$
|
2,237
|
|
|
$
|
2,358
|
|
|
$
|
3,267
|
|
|
$
|
3,715
|
|
Total cost of revenues
|
1,713
|
|
|
1,579
|
|
|
1,748
|
|
|
2,149
|
|
|
2,405
|
|
|||||
Gross profit
|
898
|
|
|
658
|
|
|
610
|
|
|
1,118
|
|
|
1,310
|
|
|||||
Selling, general and administrative expenses
|
407
|
|
|
367
|
|
|
408
|
|
|
509
|
|
|
598
|
|
|||||
RSC merger related costs
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restructuring charge
|
19
|
|
|
34
|
|
|
31
|
|
|
20
|
|
|
—
|
|
|||||
Charge related to settlement of SEC inquiry
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|||||
Goodwill impairment charge
|
—
|
|
|
—
|
|
|
—
|
|
|
1,147
|
|
|
—
|
|
|||||
Non-rental depreciation and amortization
|
57
|
|
|
60
|
|
|
57
|
|
|
58
|
|
|
54
|
|
|||||
Operating income (loss)
|
396
|
|
|
197
|
|
|
114
|
|
|
(630
|
)
|
|
658
|
|
|||||
Interest expense, net
|
228
|
|
|
255
|
|
|
226
|
|
|
174
|
|
|
187
|
|
|||||
Interest expense-subordinated convertible debentures, net
|
7
|
|
|
8
|
|
|
(4
|
)
|
|
9
|
|
|
9
|
|
|||||
Other income, net
|
(3
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
(116
|
)
|
|||||
Income (loss) from continuing operations before provision (benefit) for income taxes
|
164
|
|
|
(63
|
)
|
|
(107
|
)
|
|
(813
|
)
|
|
578
|
|
|||||
Provision (benefit) for income taxes
|
63
|
|
|
(41
|
)
|
|
(47
|
)
|
|
(109
|
)
|
|
215
|
|
|||||
Income (loss) from continuing operations
|
101
|
|
|
(22
|
)
|
|
(60
|
)
|
|
(704
|
)
|
|
363
|
|
|||||
Loss from discontinued operation, net of taxes
|
—
|
|
|
(4
|
)
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
Net income (loss)
|
101
|
|
|
(26
|
)
|
|
(62
|
)
|
|
(704
|
)
|
|
362
|
|
|||||
Preferred stock redemption charge
|
—
|
|
|
—
|
|
|
—
|
|
|
(239
|
)
|
|
—
|
|
|||||
Net income (loss) available to common stockholders
|
101
|
|
|
(26
|
)
|
|
(62
|
)
|
|
(943
|
)
|
|
369
|
|
|||||
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations (inclusive of preferred stock redemption charge)
|
$
|
1.62
|
|
|
$
|
(0.38
|
)
|
|
$
|
(0.98
|
)
|
|
$
|
(12.62
|
)
|
|
$
|
3.61
|
|
Loss from discontinued operation
|
—
|
|
|
(0.06
|
)
|
|
(0.04
|
)
|
|
—
|
|
|
(0.01
|
)
|
|||||
Net income (loss)
|
$
|
1.62
|
|
|
$
|
(0.44
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
(12.62
|
)
|
|
$
|
3.60
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations (inclusive of preferred stock redemption charge)
|
$
|
1.38
|
|
|
$
|
(0.38
|
)
|
|
$
|
(0.98
|
)
|
|
$
|
(12.62
|
)
|
|
$
|
3.26
|
|
Loss from discontinued operation
|
—
|
|
|
(0.06
|
)
|
|
(0.04
|
)
|
|
—
|
|
|
(0.01
|
)
|
|||||
Net income (loss)
|
$
|
1.38
|
|
|
$
|
(0.44
|
)
|
|
$
|
(1.02
|
)
|
|
$
|
(12.62
|
)
|
|
$
|
3.25
|
|
|
December 31,
|
||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
4,143
|
|
|
$
|
3,693
|
|
|
$
|
3,859
|
|
|
$
|
4,191
|
|
|
$
|
5,842
|
|
Total debt
|
2,987
|
|
|
2,805
|
|
|
2,951
|
|
|
3,199
|
|
|
2,570
|
|
|||||
Subordinated convertible debentures
|
55
|
|
|
124
|
|
|
124
|
|
|
146
|
|
|
146
|
|
|||||
Stockholders’ equity (deficit)
|
64
|
|
|
(20
|
)
|
|
(19
|
)
|
|
(29
|
)
|
|
2,018
|
|
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
6.1
percent increase in rental rates;
|
•
|
A
13.4
percent increase in the volume of OEC on rent;
|
•
|
A
3.5
percentage point increase in time utilization on a larger fleet;
|
•
|
An increase in the proportion of equipment rental revenues derived from National Account customers, from 31 percent in 2010 to
35
percent in 2011. National Accounts are generally defined as customers with potential annual equipment rental spend of at least $500,000 or customers doing business in multiple locations;
|
•
|
Continued improvement in customer service management, including an increase in the proportion of equipment rental revenues derived from accounts that are managed by a single point of contact from 51 percent in 2010 to
55
percent in 2011. Establishing a single point of contact for our key accounts helps us to provide customer service management that is more consistent and satisfactory. Additionally, we expanded our centralized CCC. The CCC, which established a second base of operations in 2010, handled
10
percent more rental reservations in 2011;
|
•
|
The continued optimization of our network of rental locations, including an increase in 2011 of 7, or 9 percent, in the number of our trench safety, power and HVAC rental locations; and
|
•
|
A
0.8
percentage point improvement in selling, general and administrative expenses as a percentage of total revenue.
|
•
|
Leveraging technology and training to improve rental rate performance and optimize the transportation of our rental equipment to and from customer jobsites;
|
•
|
Further increasing the proportion of our revenues derived from National Accounts and other large customers through customer segmentation. To the extent that we are successful, we believe that we can improve our equipment rental gross margin and overall profitability over time, as large accounts tend to rent equipment for longer periods and can be serviced more cost effectively than short-term transactional customers;
|
•
|
Accelerating our pursuit of opportunities in the industrial marketplace, where we believe our depth of resources and branch footprint give us a competitive advantage. Additionally, industrial equipment demand is subject to different cyclical pressures than construction demand, making our aggregate end markets less volatile; and
|
•
|
Further capitalizing on the demand for the higher-margin power and climate control equipment rented by our trench
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Income (loss) from continuing operations
|
$
|
101
|
|
|
$
|
(22
|
)
|
|
$
|
(60
|
)
|
Diluted earnings (loss) per share from continuing operations
|
$
|
1.38
|
|
|
$
|
(0.38
|
)
|
|
$
|
(0.98
|
)
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||||||||||||||
|
Contribution to income from
continuing operations (after-tax) |
|
Impact on diluted earnings per share from continuing operations
|
|
Contribution to loss from continuing operations (after-tax)
|
|
Impact on diluted loss per share from continuing operations
|
|
Contribution to loss from continuing
operations (after-tax) |
|
Impact on diluted loss per share from continuing operations
|
||||||||||||
RSC merger related costs (1)
|
$
|
(18
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring charge (2)
|
(12
|
)
|
|
(0.16
|
)
|
|
(21
|
)
|
|
(0.34
|
)
|
|
(19
|
)
|
|
(0.29
|
)
|
||||||
(Losses) gains on repurchase/retirement of debt securities and subordinated convertible debentures, and ABL amendment (3)
|
(3
|
)
|
|
(0.04
|
)
|
|
(17
|
)
|
|
(0.28
|
)
|
|
12
|
|
|
0.19
|
|
||||||
Asset impairment charge (4)
|
(3
|
)
|
|
(0.04
|
)
|
|
(6
|
)
|
|
(0.09
|
)
|
|
(8
|
)
|
|
(0.12
|
)
|
(1)
|
This reflects transaction costs associated with the proposed acquisition of RSC discussed above.
|
(2)
|
As discussed below (see “Restructuring charge”), this relates to branch closure charges and severance costs.
|
(3)
|
As discussed below, this reflects (losses) gains on the repurchase/retirement of debt securities and subordinated convertible debentures, and write-offs of debt issuance costs associated with the October 2011 amendment of our ABL facility.
|
(4)
|
As discussed in note 5 to our consolidated financial statements, this non-cash charge primarily relates to the impact of impairing certain rental equipment and leasehold improvement write-offs.
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net income (loss)
|
$
|
101
|
|
|
$
|
(26
|
)
|
|
$
|
(62
|
)
|
Loss from discontinued operation, net of taxes
|
—
|
|
|
4
|
|
|
2
|
|
|||
Provision (benefit) for income taxes
|
63
|
|
|
(41
|
)
|
|
(47
|
)
|
|||
Interest expense, net
|
228
|
|
|
255
|
|
|
226
|
|
|||
Interest expense—subordinated convertible debentures, net
|
7
|
|
|
8
|
|
|
(4
|
)
|
|||
Depreciation of rental equipment
|
423
|
|
|
389
|
|
|
417
|
|
|||
Non-rental depreciation and amortization
|
57
|
|
|
60
|
|
|
57
|
|
|||
EBITDA
|
879
|
|
|
649
|
|
|
589
|
|
|||
RSC merger related costs (1)
|
19
|
|
|
—
|
|
|
—
|
|
|||
Restructuring charge (2)
|
19
|
|
|
34
|
|
|
31
|
|
|||
Stock compensation expense, net (3)
|
12
|
|
|
8
|
|
|
8
|
|
|||
Adjusted EBITDA
|
$
|
929
|
|
|
$
|
691
|
|
|
$
|
628
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net cash provided by operating activities
|
$
|
608
|
|
|
$
|
452
|
|
|
$
|
438
|
|
Adjustments for items included in net cash provided by operating activities but excluded from the calculation of EBITDA:
|
|
|
|
|
|
|
|||||
Loss from discontinued operation, net of taxes
|
—
|
|
|
4
|
|
|
2
|
|
|||
Amortization of deferred financing costs and original issue discounts
|
(22
|
)
|
|
(23
|
)
|
|
(17
|
)
|
|||
Gain on sales of rental equipment
|
66
|
|
|
41
|
|
|
7
|
|
|||
Gain (loss) on sales of non-rental equipment
|
2
|
|
|
—
|
|
|
(1
|
)
|
|||
RSC merger related costs (1)
|
(19
|
)
|
|
—
|
|
|
—
|
|
|||
Restructuring charge (2)
|
(19
|
)
|
|
(34
|
)
|
|
(31
|
)
|
|||
Stock compensation expense, net (3)
|
(12
|
)
|
|
(8
|
)
|
|
(8
|
)
|
|||
(Loss) gain on repurchase/redemption of debt securities and ABL amendment (4)
|
(3
|
)
|
|
(28
|
)
|
|
7
|
|
|||
(Loss) gain on retirement of subordinated convertible debentures
|
(2
|
)
|
|
—
|
|
|
13
|
|
|||
Changes in assets and liabilities
|
53
|
|
|
65
|
|
|
(58
|
)
|
|||
Cash paid for interest, including subordinated convertible debentures
|
203
|
|
|
229
|
|
|
234
|
|
|||
Cash paid (received) for income taxes, net
|
24
|
|
|
(49
|
)
|
|
3
|
|
|||
EBITDA
|
879
|
|
|
649
|
|
|
589
|
|
|||
Add back:
|
|
|
|
|
|
||||||
RSC merger related costs (1)
|
19
|
|
|
—
|
|
|
—
|
|
|||
Restructuring charge (2)
|
19
|
|
|
34
|
|
|
31
|
|
|||
Stock compensation expense, net (3)
|
12
|
|
|
8
|
|
|
8
|
|
|||
Adjusted EBITDA
|
$
|
929
|
|
|
$
|
691
|
|
|
$
|
628
|
|
(1)
|
This reflects transaction costs associated with the proposed acquisition of RSC discussed above.
|
(2)
|
As discussed below (see “Restructuring charge”), this relates to branch closure charges and severance costs.
|
(3)
|
Represents non-cash, share-based payments associated with the granting of equity instruments.
|
(4)
|
As discussed below, this reflects (losses) gains on the repurchase/retirement of debt securities and write-offs of debt issuance costs associated with the October 2011 amendment of our ABL facility.
|
|
Year Ended December 31,
|
|
Percent Change
|
||||||||||||||
|
2011
|
|
2010
|
|
2009
|
|
2011
|
|
2010
|
||||||||
Equipment rentals
|
$
|
2,151
|
|
|
$
|
1,834
|
|
|
$
|
1,830
|
|
|
17.3
|
|
|
0.2
|
|
Sales of rental equipment
|
208
|
|
|
144
|
|
|
229
|
|
|
44.4
|
|
|
(37.1
|
)
|
|||
Sales of new equipment
|
84
|
|
|
78
|
|
|
86
|
|
|
7.7
|
|
|
(9.3
|
)
|
|||
Contractor supplies sales
|
85
|
|
|
95
|
|
|
121
|
|
|
(10.5
|
)
|
|
(21.5
|
)
|
|||
Service and other revenue
|
83
|
|
|
86
|
|
|
92
|
|
|
(3.5
|
)
|
|
(6.5
|
)
|
|||
Total revenues
|
$
|
2,611
|
|
|
$
|
2,237
|
|
|
$
|
2,358
|
|
|
16.7
|
|
|
(5.1
|
)
|
|
General
rentals |
|
Trench safety,
power and HVAC |
|
Total
|
||||||
Year Ended December 31, 2011
|
|
|
|
|
|
||||||
Equipment rentals
|
$
|
1,953
|
|
|
$
|
198
|
|
|
$
|
2,151
|
|
Sales of rental equipment
|
201
|
|
|
7
|
|
|
208
|
|
|||
Sales of new equipment
|
77
|
|
|
7
|
|
|
84
|
|
|||
Contractor supplies sales
|
79
|
|
|
6
|
|
|
85
|
|
|||
Service and other revenues
|
79
|
|
|
4
|
|
|
83
|
|
|||
Total revenue
|
$
|
2,389
|
|
|
$
|
222
|
|
|
$
|
2,611
|
|
Year Ended December 31, 2010
|
|
|
|
|
|
||||||
Equipment rentals
|
$
|
1,693
|
|
|
$
|
141
|
|
|
$
|
1,834
|
|
Sales of rental equipment
|
134
|
|
|
10
|
|
|
144
|
|
|||
Sales of new equipment
|
72
|
|
|
6
|
|
|
78
|
|
|||
Contractor supplies sales
|
89
|
|
|
6
|
|
|
95
|
|
|||
Service and other revenues
|
83
|
|
|
3
|
|
|
86
|
|
|||
Total revenue
|
$
|
2,071
|
|
|
$
|
166
|
|
|
$
|
2,237
|
|
Year Ended December 31, 2009
|
|
|
|
|
|
||||||
Equipment rentals
|
$
|
1,700
|
|
|
$
|
130
|
|
|
$
|
1,830
|
|
Sales of rental equipment
|
218
|
|
|
11
|
|
|
229
|
|
|||
Sales of new equipment
|
81
|
|
|
5
|
|
|
86
|
|
|||
Contractor supplies sales
|
114
|
|
|
7
|
|
|
121
|
|
|||
Service and other revenues
|
89
|
|
|
3
|
|
|
92
|
|
|||
Total revenue
|
$
|
2,202
|
|
|
$
|
156
|
|
|
$
|
2,358
|
|
|
General
rentals |
|
Trench safety,
power and HVAC |
|
Total
|
||||||
2011
|
|
|
|
|
|
||||||
Operating Income
|
$
|
377
|
|
|
$
|
57
|
|
|
$
|
434
|
|
Operating Margin
|
15.8
|
%
|
|
25.7
|
%
|
|
16.6
|
%
|
|||
2010
|
|
|
|
|
|
||||||
Operating Income
|
$
|
199
|
|
|
$
|
32
|
|
|
$
|
231
|
|
Operating Margin
|
9.6
|
%
|
|
19.3
|
%
|
|
10.3
|
%
|
|||
2009
|
|
|
|
|
|
||||||
Operating Income
|
$
|
123
|
|
|
$
|
22
|
|
|
$
|
145
|
|
Operating Margin
|
5.6
|
%
|
|
14.1
|
%
|
|
6.1
|
%
|
|
2011
|
|
2010
|
|
2009
|
||||||
Total segment operating income
|
$
|
434
|
|
|
$
|
231
|
|
|
$
|
145
|
|
Unallocated RSC merger related costs
|
(19
|
)
|
|
—
|
|
|
—
|
|
|||
Unallocated restructuring charge
|
(19
|
)
|
|
(34
|
)
|
|
(31
|
)
|
|||
Operating income
|
$
|
396
|
|
|
$
|
197
|
|
|
$
|
114
|
|
|
Year Ended December 31,
|
|||||||
|
2011
|
|
2010
|
|
2009
|
|||
Total gross margin
|
34.4
|
%
|
|
29.4
|
%
|
|
25.9
|
%
|
Equipment rentals
|
34.2
|
%
|
|
28.4
|
%
|
|
27.5
|
%
|
Sales of rental equipment
|
31.7
|
%
|
|
28.5
|
%
|
|
3.1
|
%
|
Sales of new equipment
|
20.2
|
%
|
|
16.7
|
%
|
|
15.1
|
%
|
Contractor supplies sales
|
31.8
|
%
|
|
30.5
|
%
|
|
26.4
|
%
|
Service and other revenues
|
62.7
|
%
|
|
62.8
|
%
|
|
59.8
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Total SG&A expense
|
$
|
407
|
|
|
$
|
367
|
|
|
$
|
408
|
|
SG&A expense as a percentage of revenue
|
15.6
|
%
|
|
16.4
|
%
|
|
17.3
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Non-rental depreciation and amortization
|
$
|
57
|
|
|
$
|
60
|
|
|
$
|
57
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Interest expense, net
|
$
|
228
|
|
|
$
|
255
|
|
|
$
|
226
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Interest expense-subordinated convertible debentures, net
|
$
|
7
|
|
|
$
|
8
|
|
|
$
|
(4
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Other income, net
|
$
|
(3
|
)
|
|
$
|
(3
|
)
|
|
$
|
(1
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Income (loss) from continuing operations before benefit for income taxes
|
$
|
164
|
|
|
$
|
(63
|
)
|
|
$
|
(107
|
)
|
Provision (benefit) for income taxes
|
63
|
|
|
(41
|
)
|
|
(47
|
)
|
|||
Effective tax rate (1)
|
38.4
|
%
|
|
65.1
|
%
|
|
43.9
|
%
|
(1)
|
A detailed reconciliation of the effective tax rates to the U.S. federal statutory income tax rate is included in note 14 to our consolidated financial statements.
|
|
Corporate Rating
|
|
Outlook
|
Moody’s
|
B2
|
|
Stable
|
Standard & Poor’s
|
B
|
|
Positive
|
Fitch
|
B
|
|
Stable
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Net cash provided by operating activities
|
$
|
608
|
|
|
$
|
452
|
|
|
$
|
438
|
|
Purchases of rental equipment
|
(774
|
)
|
|
(346
|
)
|
|
(260
|
)
|
|||
Purchases of non-rental equipment
|
(36
|
)
|
|
(28
|
)
|
|
(51
|
)
|
|||
Proceeds from sales of rental equipment
|
208
|
|
|
144
|
|
|
229
|
|
|||
Proceeds from sales of non-rental equipment
|
17
|
|
|
7
|
|
|
13
|
|
|||
Excess tax benefits from share-based payment arrangements, net
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Free cash flow
|
$
|
23
|
|
|
$
|
227
|
|
|
$
|
367
|
|
|
2012
|
2013
|
2014
|
2015
|
2016
|
Thereafter
|
Total
|
||||||||||||||
Debt and capital leases (1)
|
$
|
266
|
|
$
|
7
|
|
$
|
7
|
|
$
|
173
|
|
$
|
1,312
|
|
$
|
1,279
|
|
$
|
3,044
|
|
Interest due on debt (2)
|
194
|
|
192
|
|
191
|
|
190
|
|
150
|
|
375
|
|
1,292
|
|
|||||||
Operating leases (1):
|
|
|
|
|
|
|
|
||||||||||||||
Real estate
|
76
|
|
64
|
|
53
|
|
42
|
|
31
|
|
73
|
|
339
|
|
|||||||
Non-rental equipment
|
37
|
|
17
|
|
12
|
|
10
|
|
6
|
|
10
|
|
92
|
|
|||||||
Service agreements (3)
|
12
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
12
|
|
|||||||
Purchase obligations (4)
|
791
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
791
|
|
|||||||
Subordinated convertible debentures (5)
|
4
|
|
4
|
|
4
|
|
4
|
|
4
|
|
94
|
|
114
|
|
|||||||
Total (6)
|
$
|
1,380
|
|
$
|
284
|
|
$
|
267
|
|
$
|
419
|
|
$
|
1,503
|
|
$
|
1,831
|
|
$
|
5,684
|
|
(1)
|
The payments due with respect to a period represent (i) in the case of debt and capital leases, the scheduled principal payments due in such period, and (ii) in the case of operating leases, the minimum lease payments due in such period under non-cancelable operating leases plus the maximum potential guarantee amounts associated with some of our non-rental equipment operating leases for which we guarantee that the value of the equipment at the end of the lease term will not be less than a specified projected residual value. Our
4 percent
Convertible Senior Notes mature in 2015, but are reflected as short-term debt in our consolidated balance sheet because they are convertible at
December 31, 2011
. The
4 percent
Convertible Senior Notes are reflected in the table above based on the contractual maturity date in 2015.
|
(2)
|
Estimated interest payments have been calculated based on the principal amount of debt and the applicable interest rates as of December 31, 2011. As discussed above, our
4 percent
Convertible Senior Notes mature in 2015, but are reflected as short-term debt in our consolidated balance sheet because they are convertible at
December 31, 2011
. Interest on the
4 percent
Convertible Senior Notes is reflected in the table above based on the contractual maturity date in 2015.
|
(3)
|
These represent service agreements with third parties to provide wireless and network services, refurbish our aerial equipment and operate the distribution centers associated with contractor supplies.
|
(4)
|
As of December 31, 2011, we had outstanding purchase orders, which were negotiated in the ordinary course of business, with our equipment and inventory suppliers. These purchase commitments can be cancelled by us, generally with 30 days notice and without cancellation penalties. The equipment and inventory receipts from the suppliers for these purchases and related payments to the suppliers are expected to be completed throughout 2012. The total purchase obligations increased from $50 at December 31, 2010 to
$791
at December 31, 2011, primarily due to improvements in our operating environment and a consequent increase in capital expenditures. Total capital expenditures increased from
$374
in 2010 to
$810
in 2011.
|
(5)
|
Represents principal and interest payments on the $
55
of 6
1
/
2
percent subordinated convertible debentures reflected in our consolidated balance sheets as of December 31, 2011.
|
(6)
|
This information excludes $
4
of unrecognized tax benefits, which are discussed further in note 14 to our consolidated financial statements. It is not possible to estimate the time period during which these unrecognized tax benefits may be paid to tax authorities.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
36
|
|
|
$
|
203
|
|
Accounts receivable, net of allowance for doubtful accounts of $33 and $29 at December 31, 2011 and 2010, respectively
|
464
|
|
|
377
|
|
||
Inventory
|
44
|
|
|
39
|
|
||
Prepaid expenses and other assets
|
75
|
|
|
37
|
|
||
Deferred taxes
|
104
|
|
|
69
|
|
||
Total current assets
|
723
|
|
|
725
|
|
||
Rental equipment, net
|
2,617
|
|
|
2,280
|
|
||
Property and equipment, net
|
366
|
|
|
393
|
|
||
Goodwill and other intangible assets, net
|
372
|
|
|
227
|
|
||
Other long-term assets
|
65
|
|
|
68
|
|
||
Total assets
|
$
|
4,143
|
|
|
$
|
3,693
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
||||
Short-term debt and current maturities of long-term debt
|
$
|
395
|
|
|
$
|
229
|
|
Accounts payable
|
206
|
|
|
132
|
|
||
Accrued expenses and other liabilities
|
263
|
|
|
208
|
|
||
Total current liabilities
|
864
|
|
|
569
|
|
||
Long-term debt
|
2,592
|
|
|
2,576
|
|
||
Subordinated convertible debentures
|
55
|
|
|
124
|
|
||
Deferred taxes
|
470
|
|
|
385
|
|
||
Other long-term liabilities
|
59
|
|
|
59
|
|
||
Total liabilities
|
4,040
|
|
|
3,713
|
|
||
Temporary equity (note 12)
|
39
|
|
|
—
|
|
||
Common stock—$0.01 par value, 500,000,000 shares authorized, 62,877,530 and 60,621,338 shares issued and outstanding at December 31, 2011 and 2010, respectively
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
487
|
|
|
492
|
|
||
Accumulated deficit
|
(499
|
)
|
|
(600
|
)
|
||
Accumulated other comprehensive income
|
75
|
|
|
87
|
|
||
Total stockholders’ equity (deficit)
|
64
|
|
|
(20
|
)
|
||
Total liabilities and stockholders’ equity (deficit)
|
$
|
4,143
|
|
|
$
|
3,693
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Equipment rentals
|
$
|
2,151
|
|
|
$
|
1,834
|
|
|
$
|
1,830
|
|
Sales of rental equipment
|
208
|
|
|
144
|
|
|
229
|
|
|||
Sales of new equipment
|
84
|
|
|
78
|
|
|
86
|
|
|||
Contractor supplies sales
|
85
|
|
|
95
|
|
|
121
|
|
|||
Service and other revenues
|
83
|
|
|
86
|
|
|
92
|
|
|||
Total revenues
|
2,611
|
|
|
2,237
|
|
|
2,358
|
|
|||
Cost of revenues:
|
|
|
|
|
|
||||||
Cost of equipment rentals, excluding depreciation
|
992
|
|
|
924
|
|
|
910
|
|
|||
Depreciation of rental equipment
|
423
|
|
|
389
|
|
|
417
|
|
|||
Cost of rental equipment sales
|
142
|
|
|
103
|
|
|
222
|
|
|||
Cost of new equipment sales
|
67
|
|
|
65
|
|
|
73
|
|
|||
Cost of contractor supplies sales
|
58
|
|
|
66
|
|
|
89
|
|
|||
Cost of service and other revenues
|
31
|
|
|
32
|
|
|
37
|
|
|||
Total cost of revenues
|
1,713
|
|
|
1,579
|
|
|
1,748
|
|
|||
Gross profit
|
898
|
|
|
658
|
|
|
610
|
|
|||
Selling, general and administrative expenses
|
407
|
|
|
367
|
|
|
408
|
|
|||
RSC merger related costs
|
19
|
|
|
—
|
|
|
—
|
|
|||
Restructuring charge
|
19
|
|
|
34
|
|
|
31
|
|
|||
Non-rental depreciation and amortization
|
57
|
|
|
60
|
|
|
57
|
|
|||
Operating income
|
396
|
|
|
197
|
|
|
114
|
|
|||
Interest expense, net
|
228
|
|
|
255
|
|
|
226
|
|
|||
Interest expense—subordinated convertible debentures, net
|
7
|
|
|
8
|
|
|
(4
|
)
|
|||
Other income, net
|
(3
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|||
Income (loss) from continuing operations before provision (benefit) for income taxes
|
164
|
|
|
(63
|
)
|
|
(107
|
)
|
|||
Provision (benefit) for income taxes
|
63
|
|
|
(41
|
)
|
|
(47
|
)
|
|||
Income (loss) from continuing operations
|
101
|
|
|
(22
|
)
|
|
(60
|
)
|
|||
Loss from discontinued operation, net of taxes
|
—
|
|
|
(4
|
)
|
|
(2
|
)
|
|||
Net income (loss)
|
$
|
101
|
|
|
$
|
(26
|
)
|
|
$
|
(62
|
)
|
Basic earnings (loss) per share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
1.62
|
|
|
$
|
(0.38
|
)
|
|
$
|
(0.98
|
)
|
Loss from discontinued operation
|
—
|
|
|
(0.06
|
)
|
|
(0.04
|
)
|
|||
Net income (loss)
|
$
|
1.62
|
|
|
$
|
(0.44
|
)
|
|
$
|
(1.02
|
)
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
1.38
|
|
|
$
|
(0.38
|
)
|
|
$
|
(0.98
|
)
|
Loss from discontinued operation
|
—
|
|
|
(0.06
|
)
|
|
(0.04
|
)
|
|||
Net income (loss)
|
$
|
1.38
|
|
|
$
|
(0.44
|
)
|
|
$
|
(1.02
|
)
|
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated
Deficit |
|
Comprehensive
(Loss) Income |
|
Accumulated
Other Comprehensive Income |
|||||||||||||
|
Number of
Shares |
|
Amount
|
|
||||||||||||||||||
Balance at January 1, 2009
|
60
|
|
|
$
|
1
|
|
|
$
|
466
|
|
|
$
|
(512
|
)
|
|
|
|
$
|
16
|
|
||
Comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss
|
|
|
|
|
|
|
(62
|
)
|
|
$
|
(62
|
)
|
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
51
|
|
|
51
|
|
|||||||||
Comprehensive loss
|
|
|
|
|
|
|
|
|
$
|
(11
|
)
|
|
|
|||||||||
Issuance of 4 percent Convertible Senior Notes, net
|
|
|
|
|
33
|
|
|
|
|
|
|
|
||||||||||
Stock compensation expense, net
|
|
|
|
|
8
|
|
|
|
|
|
|
|
||||||||||
Convertible note hedge transactions, net
|
|
|
|
|
(17
|
)
|
|
|
|
|
|
|
||||||||||
Excess tax benefits from share-based payment arrangements, net
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
||||||||||
Other
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
||||||||||
Balance at December 31, 2009
|
60
|
|
|
$
|
1
|
|
|
$
|
487
|
|
|
$
|
(574
|
)
|
|
|
|
$
|
67
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Number of
Shares |
|
Amount
|
|
Additional
Paid-in Capital |
|
Accumulated
Deficit |
|
Comprehensive
(Loss) Income |
|
Accumulated
Other Comprehensive Income |
|||||||||||
Balance at December 31, 2009
|
60
|
|
|
$
|
1
|
|
|
$
|
487
|
|
|
$
|
(574
|
)
|
|
|
|
$
|
67
|
|
||
Comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss
|
|
|
|
|
|
|
(26
|
)
|
|
$
|
(26
|
)
|
|
|
||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
20
|
|
|
20
|
|
|||||||||
Comprehensive loss
|
|
|
|
|
|
|
|
|
$
|
(6
|
)
|
|
|
|||||||||
Stock compensation expense, net
|
|
|
|
|
8
|
|
|
|
|
|
|
|
||||||||||
Excess tax benefits from share-based payment arrangements, net
|
|
|
|
|
(2
|
)
|
|
|
|
|
|
|
||||||||||
Other
|
1
|
|
|
|
|
(1
|
)
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2010
|
61
|
|
|
$
|
1
|
|
|
$
|
492
|
|
|
$
|
(600
|
)
|
|
|
|
$
|
87
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Number of
Shares |
|
Amount
|
|
Additional
Paid-in Capital |
|
Accumulated
Deficit |
|
Comprehensive
Income (Loss) |
|
Accumulated
Other Comprehensive Income (Loss) |
|||||||||||
Balance at December 31, 2010
|
61
|
|
|
$
|
1
|
|
|
$
|
492
|
|
|
$
|
(600
|
)
|
|
|
|
$
|
87
|
|
||
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income
|
|
|
|
|
|
|
101
|
|
|
$
|
101
|
|
|
|
||||||||
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
(11
|
)
|
|
(11
|
)
|
|||||||||
Fixed price diesel swaps
|
|
|
|
|
|
|
|
|
(1
|
)
|
|
(1
|
)
|
|||||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
$
|
89
|
|
|
|
|||||||||
Stock compensation expense, net
|
|
|
|
|
12
|
|
|
|
|
|
|
|
||||||||||
Exercise of common stock options
|
2
|
|
|
|
|
35
|
|
|
|
|
|
|
|
|||||||||
4 percent Convertible Senior Notes (1)
|
|
|
|
|
(45
|
)
|
|
|
|
|
|
|
||||||||||
Shares repurchased and retired
|
|
|
|
|
|
(7
|
)
|
|
|
|
|
|
|
|||||||||
Balance at December 31, 2011
|
63
|
|
|
$
|
1
|
|
|
$
|
487
|
|
|
$
|
(499
|
)
|
|
|
|
$
|
75
|
|
(1)
|
Reflects a reduction due to our 4 percent Convertible Senior Notes being convertible at December 31, 2011 (an amount equal to the unamortized portion of the original issue discount was reclassified out of stockholders’ equity (deficit) and is reflected as “temporary equity” in our consolidated balance sheet as of December 31, 2011), and a reduction reflecting the excess of the cash transferred upon conversion of a portion of the 4 percent Convertible Senior Notes during the year ended December 31, 2011 over the principal amount of the converted notes, net of cash received from the option counterparties to our convertible note hedges upon the conversion. See note 12 to our consolidated financial statements for additional detail.
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
|
(In millions)
|
||||||||||
Cash Flows From Operating Activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
101
|
|
|
$
|
(26
|
)
|
|
$
|
(62
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
480
|
|
|
449
|
|
|
474
|
|
|||
Amortization of deferred financing costs and original issue discounts
|
22
|
|
|
23
|
|
|
17
|
|
|||
Gain on sales of rental equipment
|
(66
|
)
|
|
(41
|
)
|
|
(7
|
)
|
|||
Loss (gain) on sales of non-rental equipment
|
(2
|
)
|
|
—
|
|
|
1
|
|
|||
Stock compensation expense, net
|
12
|
|
|
8
|
|
|
8
|
|
|||
RSC merger related costs
|
19
|
|
|
—
|
|
|
—
|
|
|||
Restructuring charge
|
19
|
|
|
34
|
|
|
31
|
|
|||
Loss (gain) on repurchase/redemption of debt securities and ABL amendment
|
3
|
|
|
28
|
|
|
(7
|
)
|
|||
Loss (gain) on retirement of subordinated convertible debentures
|
2
|
|
|
—
|
|
|
(13
|
)
|
|||
(Decrease) increase in deferred taxes
|
39
|
|
|
(58
|
)
|
|
4
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
(Increase) decrease in accounts receivable
|
(62
|
)
|
|
(38
|
)
|
|
128
|
|
|||
(Increase) decrease in inventory
|
(3
|
)
|
|
5
|
|
|
16
|
|
|||
(Increase) decrease in prepaid expenses and other assets
|
(19
|
)
|
|
61
|
|
|
(36
|
)
|
|||
Increase (decrease) in accounts payable
|
68
|
|
|
4
|
|
|
(32
|
)
|
|||
(Decrease) increase in accrued expenses and other liabilities
|
(5
|
)
|
|
3
|
|
|
(84
|
)
|
|||
Net cash provided by operating activities
|
608
|
|
|
452
|
|
|
438
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
||||||
Purchases of rental equipment
|
(774
|
)
|
|
(346
|
)
|
|
(260
|
)
|
|||
Purchases of non-rental equipment
|
(36
|
)
|
|
(28
|
)
|
|
(51
|
)
|
|||
Proceeds from sales of rental equipment
|
208
|
|
|
144
|
|
|
229
|
|
|||
Proceeds from sales of non-rental equipment
|
17
|
|
|
7
|
|
|
13
|
|
|||
Purchases of other companies
|
(276
|
)
|
|
—
|
|
|
(25
|
)
|
|||
Net cash used in investing activities
|
(861
|
)
|
|
(223
|
)
|
|
(94
|
)
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from debt
|
1,892
|
|
|
3,423
|
|
|
3,452
|
|
|||
Payments of debt, including subordinated convertible debentures
|
(1,813
|
)
|
|
(3,606
|
)
|
|
(3,658
|
)
|
|||
Payments of financing costs
|
(16
|
)
|
|
(18
|
)
|
|
(33
|
)
|
|||
Proceeds from the exercise of common stock options
|
35
|
|
|
1
|
|
|
—
|
|
|||
Shares repurchased and retired
|
(7
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Cash paid in connection with the 4 percent Convertible Senior Notes and related hedge, net
|
(11
|
)
|
|
—
|
|
|
(26
|
)
|
|||
Excess tax benefits from share-based payment arrangements, net
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|||
Net cash provided by (used in) financing activities
|
80
|
|
|
(203
|
)
|
|
(268
|
)
|
|||
Effect of foreign exchange rates
|
6
|
|
|
8
|
|
|
16
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(167
|
)
|
|
34
|
|
|
92
|
|
|||
Cash and cash equivalents at beginning of year
|
203
|
|
|
169
|
|
|
77
|
|
|||
Cash and cash equivalents at end of year
|
$
|
36
|
|
|
$
|
203
|
|
|
$
|
169
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest, including subordinated convertible debentures
|
$
|
203
|
|
|
$
|
229
|
|
|
$
|
234
|
|
Cash paid (received) for income taxes, net
|
24
|
|
|
(49
|
)
|
|
3
|
|
•
|
General construction and industrial equipment
, such as backhoes, skid-steer loaders, forklifts, earthmoving equipment and material handling equipment, which accounted for approximately
41 percent
of our total
2011
equipment rental revenue;
|
•
|
Aerial work platforms,
such as boom lifts and scissor lifts, which accounted for approximately
39 percent
of our total
2011
equipment rental revenue; and
|
•
|
General tools and light equipment
, such as pressure washers, water pumps, generators, heaters and power tools, which accounted for approximately
8 percent
of our total
2011
equipment rental revenue.
|
•
|
Trench safety equipment
, such as trench shields, aluminum hydraulic shoring systems, slide rails, crossing plates, construction lasers and line testing equipment for underground work, which accounted for approximately
6 percent
of our total
2011
equipment rental revenue; and
|
•
|
Power and HVAC equipment
, such as portable diesel generators, electrical distribution equipment, and temperature control equipment including heating and cooling equipment, which accounted for approximately
6 percent
of our total
2011
equipment rental revenue.
|
|
General
rentals |
|
Trench safety,
power and HVAC |
|
Total
|
||||||
2011
|
|
|
|
|
|
||||||
Equipment rentals
|
$
|
1,953
|
|
|
$
|
198
|
|
|
$
|
2,151
|
|
Sales of rental equipment
|
201
|
|
|
7
|
|
|
208
|
|
|||
Sales of new equipment
|
77
|
|
|
7
|
|
|
84
|
|
|||
Contractor supplies sales
|
79
|
|
|
6
|
|
|
85
|
|
|||
Service and other revenues
|
79
|
|
|
4
|
|
|
83
|
|
|||
Total revenue
|
2,389
|
|
|
222
|
|
|
2,611
|
|
|||
Depreciation and amortization expense
|
448
|
|
|
32
|
|
|
480
|
|
|||
Segment operating income
|
377
|
|
|
57
|
|
|
434
|
|
|||
Capital expenditures
|
739
|
|
|
71
|
|
|
810
|
|
|||
Total assets
|
$
|
3,776
|
|
|
$
|
367
|
|
|
$
|
4,143
|
|
2010
|
|
|
|
|
|
||||||
Equipment rentals
|
$
|
1,693
|
|
|
$
|
141
|
|
|
$
|
1,834
|
|
Sales of rental equipment
|
134
|
|
|
10
|
|
|
144
|
|
|||
Sales of new equipment
|
72
|
|
|
6
|
|
|
78
|
|
|||
Contractor supplies sales
|
89
|
|
|
6
|
|
|
95
|
|
|||
Service and other revenues
|
83
|
|
|
3
|
|
|
86
|
|
|||
Total revenue
|
2,071
|
|
|
166
|
|
|
2,237
|
|
|||
Depreciation and amortization expense
|
426
|
|
|
23
|
|
|
449
|
|
|||
Segment operating income
|
199
|
|
|
32
|
|
|
231
|
|
|||
Capital expenditures
|
344
|
|
|
30
|
|
|
374
|
|
|||
Total assets
|
$
|
3,458
|
|
|
$
|
235
|
|
|
$
|
3,693
|
|
2009
|
|
|
|
|
|
||||||
Equipment rentals
|
$
|
1,700
|
|
|
$
|
130
|
|
|
$
|
1,830
|
|
Sales of rental equipment
|
218
|
|
|
11
|
|
|
229
|
|
|||
Sales of new equipment
|
81
|
|
|
5
|
|
|
86
|
|
|||
Contractor supplies sales
|
114
|
|
|
7
|
|
|
121
|
|
|||
Service and other revenues
|
89
|
|
|
3
|
|
|
92
|
|
|||
Total revenue
|
2,202
|
|
|
156
|
|
|
2,358
|
|
|||
Depreciation and amortization expense
|
449
|
|
|
25
|
|
|
474
|
|
|||
Segment operating income
|
123
|
|
|
22
|
|
|
145
|
|
|||
Capital expenditures
|
$
|
295
|
|
|
$
|
16
|
|
|
$
|
311
|
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Total segment operating income
|
$
|
434
|
|
|
$
|
231
|
|
|
$
|
145
|
|
Unallocated RSC merger related costs
|
(19
|
)
|
|
—
|
|
|
—
|
|
|||
Unallocated restructuring charge
|
(19
|
)
|
|
(34
|
)
|
|
(31
|
)
|
|||
Operating income
|
$
|
396
|
|
|
$
|
197
|
|
|
$
|
114
|
|
|
Domestic
|
|
Foreign
|
|
Total
|
||||||
2011
|
|
|
|
|
|
||||||
Equipment rentals
|
$
|
1,779
|
|
|
$
|
372
|
|
|
$
|
2,151
|
|
Sales of rental equipment
|
180
|
|
|
28
|
|
|
208
|
|
|||
Sales of new equipment
|
59
|
|
|
25
|
|
|
84
|
|
|||
Contractor supplies sales
|
62
|
|
|
23
|
|
|
85
|
|
|||
Service and other revenues
|
64
|
|
|
19
|
|
|
83
|
|
|||
Total revenue
|
2,144
|
|
|
467
|
|
|
2,611
|
|
|||
Rental equipment, net
|
2,181
|
|
|
436
|
|
|
2,617
|
|
|||
Property and equipment, net
|
338
|
|
|
28
|
|
|
366
|
|
|||
Goodwill and other intangibles, net
|
$
|
232
|
|
|
$
|
140
|
|
|
$
|
372
|
|
2010
|
|
|
|
|
|
||||||
Equipment rentals
|
$
|
1,569
|
|
|
$
|
265
|
|
|
$
|
1,834
|
|
Sales of rental equipment
|
121
|
|
|
23
|
|
|
144
|
|
|||
Sales of new equipment
|
59
|
|
|
19
|
|
|
78
|
|
|||
Contractor supplies sales
|
71
|
|
|
24
|
|
|
95
|
|
|||
Service and other revenues
|
68
|
|
|
18
|
|
|
86
|
|
|||
Total revenue
|
1,888
|
|
|
349
|
|
|
2,237
|
|
|||
Rental equipment, net
|
1,985
|
|
|
295
|
|
|
2,280
|
|
|||
Property and equipment, net
|
365
|
|
|
28
|
|
|
393
|
|
|||
Goodwill and other intangibles, net
|
$
|
182
|
|
|
$
|
45
|
|
|
$
|
227
|
|
2009
|
|
|
|
|
|
||||||
Equipment rentals
|
$
|
1,602
|
|
|
$
|
228
|
|
|
$
|
1,830
|
|
Sales of rental equipment
|
200
|
|
|
29
|
|
|
229
|
|
|||
Sales of new equipment
|
70
|
|
|
16
|
|
|
86
|
|
|||
Contractor supplies sales
|
96
|
|
|
25
|
|
|
121
|
|
|||
Service and other revenues
|
78
|
|
|
14
|
|
|
92
|
|
|||
Total revenue
|
$
|
2,046
|
|
|
$
|
312
|
|
|
$
|
2,358
|
|
Description
|
|
Beginning
Reserve Balance |
|
Charged to
Costs and Expenses(1) |
|
Payments
and Other |
|
Ending
Reserve Balance |
||||||||
Year ended December 31, 2009:
|
|
|
|
|
|
|
|
|
||||||||
Branch closure charges
|
|
$
|
11
|
|
|
$
|
24
|
|
|
$
|
(15
|
)
|
|
$
|
20
|
|
Severance costs
|
|
2
|
|
|
7
|
|
|
(8
|
)
|
|
1
|
|
||||
Total
|
|
$
|
13
|
|
|
$
|
31
|
|
|
$
|
(23
|
)
|
|
$
|
21
|
|
Year ended December 31, 2010:
|
|
|
|
|
|
|
|
|
||||||||
Branch closure charges
|
|
$
|
20
|
|
|
$
|
28
|
|
|
$
|
(22
|
)
|
|
$
|
26
|
|
Severance costs
|
|
1
|
|
|
6
|
|
|
(5
|
)
|
|
2
|
|
||||
Total
|
|
$
|
21
|
|
|
$
|
34
|
|
|
$
|
(27
|
)
|
|
$
|
28
|
|
Year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
||||||||
Branch closure charges
|
|
$
|
26
|
|
|
$
|
17
|
|
|
$
|
(16
|
)
|
|
$
|
27
|
|
Severance costs
|
|
2
|
|
|
2
|
|
|
(3
|
)
|
|
1
|
|
||||
Total
|
|
$
|
28
|
|
|
$
|
19
|
|
|
$
|
(19
|
)
|
|
$
|
28
|
|
(1)
|
Reflected in our consolidated statements of income as “Restructuring charge.”
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Rental equipment
|
$
|
4,209
|
|
|
$
|
3,787
|
|
Less accumulated depreciation
|
(1,592
|
)
|
|
(1,507
|
)
|
||
Rental equipment, net
|
$
|
2,617
|
|
|
$
|
2,280
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Land
|
$
|
109
|
|
|
$
|
112
|
|
Buildings
|
223
|
|
|
227
|
|
||
Non-rental vehicles
|
15
|
|
|
20
|
|
||
Machinery and equipment
|
39
|
|
|
39
|
|
||
Furniture and fixtures
|
123
|
|
|
109
|
|
||
Leasehold improvements
|
158
|
|
|
166
|
|
||
|
667
|
|
|
673
|
|
||
Less accumulated depreciation and amortization
|
(301
|
)
|
|
(280
|
)
|
||
Property and equipment, net
|
$
|
366
|
|
|
$
|
393
|
|
|
General rentals
|
|
Trench safety,
power and HVAC |
|
Total
|
||||||
Balance at January 1, 2009 (1)
|
$
|
97
|
|
|
$
|
93
|
|
|
$
|
190
|
|
Goodwill related to acquisitions
|
1
|
|
|
—
|
|
|
1
|
|
|||
Foreign currency translation and other adjustments
|
5
|
|
|
—
|
|
|
5
|
|
|||
Balance at December 31, 2009 (1)
|
103
|
|
|
93
|
|
|
196
|
|
|||
Foreign currency translation and other adjustments
|
2
|
|
|
—
|
|
|
2
|
|
|||
Balance at December 31, 2010 (1)
|
105
|
|
|
93
|
|
|
198
|
|
|||
Goodwill related to acquisitions
|
65
|
|
|
31
|
|
|
96
|
|
|||
Foreign currency translation and other adjustments
|
(3
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|||
Balance at December 31, 2011 (1)
|
$
|
167
|
|
|
$
|
122
|
|
|
$
|
289
|
|
(1)
|
The total carrying amount of goodwill for all periods in the table above is reflected net of
$1,557
of accumulated impairment charges, which were primarily recorded in our general rentals segment.
|
|
As of December 31, 2011
|
||||||||||||
|
Weighted-Average Remaining
Amortization Period |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||
Non-compete agreements
|
46 months
|
|
$
|
30
|
|
|
$
|
25
|
|
|
$
|
5
|
|
Customer relationships
|
9 years
|
|
$
|
121
|
|
|
$
|
43
|
|
|
$
|
78
|
|
|
As of December 31, 2010
|
||||||||||||
|
Weighted-Average Remaining
Amortization Period |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||
Non-compete agreements
|
27 months
|
|
$
|
25
|
|
|
$
|
24
|
|
|
$
|
1
|
|
Customer relationships
|
5 years
|
|
$
|
64
|
|
|
$
|
36
|
|
|
$
|
28
|
|
2012
|
$
|
12
|
|
2013
|
12
|
|
|
2014
|
10
|
|
|
2015
|
9
|
|
|
2016
|
8
|
|
|
Thereafter
|
32
|
|
|
Total
|
$
|
83
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Self-insurance accruals
|
$
|
30
|
|
|
$
|
36
|
|
Accrued compensation and benefit costs
|
57
|
|
|
32
|
|
||
Property and income taxes payable
|
18
|
|
|
23
|
|
||
Restructuring reserves (1)
|
28
|
|
|
28
|
|
||
Interest payable
|
26
|
|
|
21
|
|
||
Deferred revenue (2)
|
18
|
|
|
14
|
|
||
National accounts accrual
|
21
|
|
|
15
|
|
||
Due to seller
|
14
|
|
|
—
|
|
||
Other (3)
|
51
|
|
|
39
|
|
||
Accrued expenses and other liabilities
|
$
|
263
|
|
|
$
|
208
|
|
(1)
|
Relates to branch closure charges and severance costs. See note
5
(“Restructuring and Asset Impairment Charges”) for additional detail.
|
(2)
|
Primarily relates to amounts billed to customers in excess of recognizable equipment rental revenue. See note
2
(“Revenue Recognition”) for additional detail.
|
(3)
|
Other includes multiple items, none of which are individually significant.
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
Self-insurance accruals
|
$
|
53
|
|
|
$
|
57
|
|
Other
|
6
|
|
|
2
|
|
||
Other long-term liabilities
|
$
|
59
|
|
|
$
|
59
|
|
(1)
|
Represents the ineffective portion of the fixed price diesel swaps.
|
(2)
|
Amounts recognized on derivative represent the effective portion of the fixed price diesel swaps.
|
(3)
|
Amounts recognized on hedged item reflect the use of
5.9 million
and
3.6 million
gallons of diesel covered by the fixed price swaps during the years ended
December 31, 2011
and
2010
, respectively.
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||
Subordinated convertible debentures
|
$
|
55
|
|
|
$
|
49
|
|
|
$
|
124
|
|
|
$
|
92
|
|
Senior and senior subordinated notes
|
1,861
|
|
|
1,933
|
|
|
1,854
|
|
|
2,020
|
|
||||
Capital leases (1)
|
39
|
|
|
33
|
|
|
25
|
|
|
20
|
|
|
December 31,
|
||||||
|
2011
|
|
2010
|
||||
URNA and subsidiaries debt:
|
|
|
|
||||
Accounts Receivable Securitization Facility (1)
|
$
|
255
|
|
|
$
|
221
|
|
$1.80 billion ABL Facility (1)
|
810
|
|
|
683
|
|
||
10 7/8 percent Senior Notes
|
489
|
|
|
488
|
|
||
9 1/4 percent Senior Notes
|
493
|
|
|
492
|
|
||
8 3/8 percent Senior Subordinated Notes
|
750
|
|
|
750
|
|
||
1 7/8 percent Convertible Senior Subordinated Notes
|
22
|
|
|
22
|
|
||
Capital leases
|
39
|
|
|
25
|
|
||
Total URNA and subsidiaries debt
|
2,858
|
|
|
2,681
|
|
||
Holdings:
|
|
|
|
||||
4 percent Convertible Senior Notes
|
129
|
|
|
124
|
|
||
Total debt (2)
|
2,987
|
|
|
2,805
|
|
||
Less short-term portion
|
(395
|
)
|
|
(229
|
)
|
||
Total long-term debt
|
$
|
2,592
|
|
|
$
|
2,576
|
|
(1)
|
$929
and
$7
were available under our ABL facility and accounts receivable securitization facility, respectively, at
December 31, 2011
. The ABL facility availability is reflected net of
$50
of letters of credit. At
December 31, 2011
, the
|
(2)
|
In August 1998, a subsidiary trust of Holdings (the “Trust”) issued and sold
$300
of 6
1
/
2
percent Convertible Quarterly Income Preferred Securities (“QUIPS”) in a private offering. The Trust used the proceeds from the offering to purchase 6
1
/
2
percent subordinated convertible debentures due 2028 (the “Debentures”), which resulted in Holdings receiving all of the net proceeds of the offering. The QUIPS are non-voting securities, carry a liquidation value of
$50
(fifty dollars) per security and are convertible into Holdings’ common stock. Total long-term debt at
December 31, 2011
and
2010
excludes
$55
and
$124
of these Debentures, respectively, which are separately classified in our consolidated balance sheets and referred to as “subordinated convertible debentures.” The subordinated convertible debentures reflect the obligation to our subsidiary that has issued the QUIPS. This subsidiary is not consolidated in our financial statements because we are not the primary beneficiary of the Trust. See note
13
(“Subordinated Convertible Debentures”) for additional detail.
|
•
|
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, 2011
, there were
$372
of receivables in the collateral pool;
|
•
|
the receivables in the collateral pool are the lenders’ only source of repayment;
|
•
|
upon early termination of the facility, no new amounts will be advanced under the facility and collections on the receivables securing the facility will be used to repay the outstanding borrowings; and
|
•
|
standard termination events including, without limitation, a change of control of Holdings, URNA or certain of its subsidiaries, a failure to make payments, a failure to comply with standard default, delinquency, dilution and days sales outstanding covenants, or breach of certain financial ratio covenants under the ABL facility.
|
|
Year ended December 31, 2011
|
|
Year ended December 31, 2010
|
||||||||||||||||||||
|
Repurchase
price |
|
Principal
|
|
Loss (1)
|
|
Repurchase
price |
|
Principal
|
|
Loss (1)
|
||||||||||||
7 3/4 percent Senior Subordinated Notes (2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
490
|
|
|
$
|
484
|
|
|
$
|
(14
|
)
|
7 percent Senior Subordinated Notes (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
267
|
|
|
261
|
|
|
(8
|
)
|
||||||
6 1/2 percent Senior Notes (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
435
|
|
|
435
|
|
|
(4
|
)
|
||||||
1 7/8 percent Convertible Senior Subordinated Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|
93
|
|
|
(2
|
)
|
||||||
4 percent Convertible Senior Notes (3)
|
5
|
|
|
5
|
|
|
(*)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
5
|
|
|
$
|
5
|
|
|
$ (*)
|
|
|
$
|
1,285
|
|
|
$
|
1,273
|
|
|
$
|
(28
|
)
|
(1)
|
The amount of the loss is calculated as the difference between the net carrying amount of the related security and the repurchase price. The net carrying amounts of the securities are less than the principal amounts due to capitalized debt issuance costs and any original issue discount. Aggregate costs of less than
$1
and
$16
were written off in the years ended
December 31, 2011
and
2010
, respectively, in connection with the repurchases/redemptions. The
$16
of aggregate costs written off in the year ended
December 31, 2010
was comprised of
$12
of write-offs of debt issuance costs and a
$4
write-off of a previously terminated derivative transaction. The losses are reflected in interest expense, net in our consolidated statements of income.
|
(2)
|
Prior to
December 31, 2010
, we repurchased and retired the entire principal amounts of these debt securities, which are not reflected in our consolidated balance sheets as of
December 31, 2011
and
2010
.
|
(3)
|
As discussed above, based on the price of our common stock during
2011
, holders of the 4 percent Convertible Senior Notes had the right to convert the notes during each of the quarters in
2011
. We paid a total of
$12
to settle the
$5
|
2012
|
$
|
266
|
|
2013
|
7
|
|
|
2014
|
7
|
|
|
2015
|
173
|
|
|
2016
|
1,312
|
|
|
Thereafter
|
1,279
|
|
|
Total
|
$
|
3,044
|
|
|
Year ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Computed tax at statutory tax rate
|
$
|
57
|
|
|
$
|
(22
|
)
|
|
$
|
(38
|
)
|
State income taxes, net of federal tax benefit
|
3
|
|
|
(8
|
)
|
|
(7
|
)
|
|||
Non-deductible expenses and other (1)
|
12
|
|
|
(6
|
)
|
|
(1
|
)
|
|||
Foreign taxes
|
(9
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|||
Total
|
$
|
63
|
|
|
$
|
(41
|
)
|
|
$
|
(47
|
)
|
(1)
|
2011
non-deductible expenses and other includes $
6
due to the non-deductibility of certain costs associated with the proposed RSC acquisition and $
3
related to an adjustment of federal and state deferred tax liabilities.
2010
non-deductible expenses and other includes a benefit of
$7
related to a correction of a deferred tax asset recognized in prior periods.
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||||||||||||||||
|
Current
|
|
Non
Current |
|
Total
|
|
Current
|
|
Non
Current |
|
Total
|
||||||||||||
Reserves and allowances
|
$
|
45
|
|
|
$
|
33
|
|
|
$
|
78
|
|
|
$
|
69
|
|
|
$
|
9
|
|
|
$
|
78
|
|
Intangibles
|
—
|
|
|
45
|
|
|
45
|
|
|
—
|
|
|
81
|
|
|
81
|
|
||||||
Net operating loss and credit carryforwards
|
59
|
|
|
97
|
|
|
156
|
|
|
—
|
|
|
167
|
|
|
167
|
|
||||||
Total deferred tax assets
|
104
|
|
|
175
|
|
|
279
|
|
|
69
|
|
|
257
|
|
|
326
|
|
||||||
Property and equipment
|
—
|
|
|
(620
|
)
|
|
(620
|
)
|
|
—
|
|
|
(618
|
)
|
|
(618
|
)
|
||||||
Intangibles
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Debt cancellation and other
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
|
—
|
|
|
(22
|
)
|
|
(22
|
)
|
||||||
Valuation allowance
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Total deferred tax liability
|
—
|
|
|
(645
|
)
|
|
(645
|
)
|
|
—
|
|
|
(642
|
)
|
|
(642
|
)
|
||||||
Total deferred income tax asset (liability)
|
$
|
104
|
|
|
$
|
(470
|
)
|
|
$
|
(366
|
)
|
|
$
|
69
|
|
|
$
|
(385
|
)
|
|
$
|
(316
|
)
|
|
2011
|
|
2010
|
||||
Balance at January 1
|
$
|
4
|
|
|
$
|
6
|
|
Settlements
|
—
|
|
|
(2
|
)
|
||
Balance at December 31
|
$
|
4
|
|
|
$
|
4
|
|
|
Real
Estate Leases |
|
Non-Rental
Equipment Leases |
||||
2012
|
$
|
76
|
|
|
$
|
37
|
|
2013
|
64
|
|
|
17
|
|
||
2014
|
53
|
|
|
12
|
|
||
2015
|
42
|
|
|
10
|
|
||
2016
|
31
|
|
|
6
|
|
||
Thereafter
|
73
|
|
|
10
|
|
||
Total
|
$
|
339
|
|
|
$
|
92
|
|
|
Shares
|
|
Weighted-Average
Exercise Price |
|||
Outstanding at January 1, 2009
|
2,341
|
|
|
$
|
21.94
|
|
Granted
|
910
|
|
|
3.74
|
|
|
Exercised
|
—
|
|
|
—
|
|
|
Canceled
|
(469
|
)
|
|
25.45
|
|
|
Outstanding at December 31, 2009
|
2,782
|
|
|
15.40
|
|
|
Granted
|
851
|
|
|
8.43
|
|
|
Exercised
|
(196
|
)
|
|
5.63
|
|
|
Canceled
|
(84
|
)
|
|
11.71
|
|
|
Outstanding at December 31, 2010
|
3,353
|
|
|
14.30
|
|
|
Granted
|
63
|
|
|
31.49
|
|
|
Exercised
|
(1,831
|
)
|
|
19.25
|
|
|
Canceled
|
(49
|
)
|
|
7.85
|
|
|
Outstanding at December 31, 2011
|
1,536
|
|
|
9.30
|
|
|
Exercisable at December 31, 2009
|
1,869
|
|
|
$
|
21.03
|
|
Exercisable at December 31, 2010
|
1,932
|
|
|
$
|
19.98
|
|
Exercisable at December 31, 2011
|
674
|
|
|
$
|
10.14
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
|||||||||||||
Range of Exercise Prices
|
|
Amount
Outstanding |
|
Weighted
Average Remaining Contractual Life |
|
Weighted
Average Exercise Price |
|
Amount
Exercisable |
|
Weighted
Average Exercise Price |
|||||||
$0.01-5.00
|
|
523
|
|
|
7.2
|
|
|
$
|
3.40
|
|
|
272
|
|
|
$
|
3.39
|
|
5.01-10.00
|
|
718
|
|
|
8.2
|
|
|
8.38
|
|
|
184
|
|
|
8.40
|
|
||
10.01-15.00
|
|
33
|
|
|
7.5
|
|
|
11.44
|
|
|
19
|
|
|
11.45
|
|
||
15.01-20.00
|
|
84
|
|
|
2.8
|
|
|
17.91
|
|
|
84
|
|
|
17.91
|
|
||
20.01-25.00
|
|
92
|
|
|
2.1
|
|
|
21.93
|
|
|
92
|
|
|
21.93
|
|
||
25.01-30.00
|
|
20
|
|
|
5.0
|
|
|
25.68
|
|
|
20
|
|
|
25.68
|
|
||
30.01-35.00
|
|
66
|
|
|
9.0
|
|
|
31.64
|
|
|
3
|
|
|
34.86
|
|
||
|
|
1,536
|
|
|
|
|
$
|
9.30
|
|
|
674
|
|
|
$
|
10.14
|
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Full
Year |
||||||||||
For the year ended December 31, 2011 (1):
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
523
|
|
|
$
|
629
|
|
|
$
|
713
|
|
|
$
|
746
|
|
|
$
|
2,611
|
|
Gross profit
|
138
|
|
|
211
|
|
|
274
|
|
|
275
|
|
|
898
|
|
|||||
Operating income
|
30
|
|
|
95
|
|
|
156
|
|
|
115
|
|
|
396
|
|
|||||
(Loss) income from continuing operations
|
(20
|
)
|
|
28
|
|
|
65
|
|
|
28
|
|
|
101
|
|
|||||
(Loss) earnings per share from continuing operations—basic
|
(0.34
|
)
|
|
0.45
|
|
|
1.04
|
|
|
0.45
|
|
|
1.62
|
|
|||||
(Loss) earnings per share from continuing operations—diluted (3)
|
(0.34
|
)
|
|
0.38
|
|
|
0.91
|
|
|
0.39
|
|
|
1.38
|
|
|||||
Net (loss) income
|
(20
|
)
|
|
27
|
|
|
65
|
|
|
29
|
|
|
101
|
|
|||||
For the year ended December 31, 2010 (2):
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues
|
$
|
478
|
|
|
$
|
557
|
|
|
$
|
605
|
|
|
$
|
597
|
|
|
$
|
2,237
|
|
Gross profit
|
103
|
|
|
171
|
|
|
209
|
|
|
175
|
|
|
658
|
|
|||||
Operating (loss) income
|
(2
|
)
|
|
59
|
|
|
93
|
|
|
47
|
|
|
197
|
|
|||||
(Loss) income from continuing operations
|
(40
|
)
|
|
12
|
|
|
23
|
|
|
(17
|
)
|
|
(22
|
)
|
|||||
(Loss) earnings per share from continuing operations—basic
|
(0.67
|
)
|
|
0.20
|
|
|
0.37
|
|
|
(0.29
|
)
|
|
(0.38
|
)
|
|||||
(Loss) earnings per share from continuing operations—diluted (3)
|
(0.67
|
)
|
|
0.18
|
|
|
0.33
|
|
|
(0.29
|
)
|
|
(0.38
|
)
|
|||||
Net (loss) income
|
(40
|
)
|
|
12
|
|
|
23
|
|
|
(21
|
)
|
|
(26
|
)
|
(1)
|
During the fourth quarter of
2011
, we recognized
$19
of charges associated with the proposed RSC merger. Additionally, during the quarter, we closed
18
branches and recognized restructuring charges of $
14
. During the quarter, we also recognized asset impairment charges of $
3
which are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvements and other fixed assets in connection with the consolidation of our branch network. In the quarter, we also purchased an aggregate of $
32
of QUIPS for $
32
. In connection with this transaction, we retired $
32
principal amount of our subordinated convertible debentures and recognized a loss of $
1
in interest expense-subordinated convertible debentures, net, inclusive of the write-off of capitalized debt issuance costs.
Interest expense, net for the fourth quarter of 2011 also includes a loss of $
3
reflecting write-offs of debt issuance costs associated with the amendment of our ABL facility discussed above. During the quarter, we also recognized a benefit of $
8
in cost of equipment rentals, excluding depreciation related to our provision for self-insurance reserves.
|
(2)
|
During the fourth quarter of
2010
, we repurchased or redeemed and subsequently retired an aggregate of
$814
principal amount of our outstanding 7
3
/
4
percent Senior Subordinated Notes due 2013, 7 percent Senior Subordinated Notes due 2014 and 1
7
/
8
percent Convertible Senior Subordinated Notes due 2023. Interest expense, net for the fourth quarter of
2010
includes a charge of
$25
, representing the difference between the net carrying amount of these securities and the total purchase price of
$827
. The
$25
charge includes a
$4
write-off of a previously terminated derivative transaction. During the quarter, we also recognized restructuring charges of
$15
related to the closure of
22
branches and reductions in headcount of approximately
100
, and recognized asset impairment charges of
$6
. These asset impairment charges are primarily reflected in non-rental depreciation and amortization and principally relate to write-offs of leasehold improvement and other fixed assets in connection with the consolidation of our branch network. Additionally, the income tax provision (benefit) for the quarter includes a benefit of
$7
related to a correction of a deferred tax asset recognized in prior periods. During the quarter, we also recognized a charge of $
24
related to our provision for self-insurance reserves, comprised of $
18
recorded in cost of equipment rentals, excluding depreciation, and $
6
recorded in discontinued operation. The charge reflected recent adverse experience in our portfolio of automobile and general liability claims, as well as worker’s compensation claims. The discontinued operation component of the charge is reflected net of taxes in our consolidated statements of income.
|
(3)
|
Diluted earnings (loss) per share from continuing operations includes the after-tax impacts of the following:
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
|
Full
Year |
||||||||||
For the year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
|
||||||||||
RSC merger related costs (4)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.25
|
)
|
|
$
|
(0.25
|
)
|
Restructuring charge (5)
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
(0.12
|
)
|
|
(0.16
|
)
|
|||||
Losses on repurchase/retirement of debt securities and subordinated convertible debentures, and ABL amendment (6)
|
(0.01
|
)
|
|
—
|
|
|
—
|
|
|
(0.03
|
)
|
|
(0.04
|
)
|
|||||
Asset impairment charge (7)
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
(0.03
|
)
|
|
(0.04
|
)
|
|||||
For the year ended December 31, 2010:
|
|
|
|
|
|
|
|
|
|
||||||||||
Restructuring charge (5)
|
(0.06
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.34
|
)
|
|
(Losses) gains on repurchase/retirement of debt securities (6)
|
(0.04
|
)
|
|
0.01
|
|
|
—
|
|
|
(0.24
|
)
|
|
(0.28
|
)
|
|||||
Asset impairment charge (7)
|
—
|
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|
(0.06
|
)
|
|
(0.09
|
)
|
(4)
|
This relates to transaction costs associated with the proposed RSC merger discussed above (see note
1
“Organization, Description of Business and Consolidation”).
|
(5)
|
As discussed above (see note
5
“Restructuring and Asset Impairment Charges”), this relates to branch closure charges and severance costs.
|
(6)
|
As discussed above (see notes
12
“Debt” and
13
"Subordinated Convertible Debentures"), this reflects (losses) gains on the repurchase/retirement of debt securities and subordinated convertible debentures, and write-offs of debt issuance costs associated with the October 2011 amendment of our ABL facility.
|
(7)
|
As discussed above (see note
5
“Restructuring and Asset Impairment Charges”), this non-cash charge primarily reflects write-offs of leasehold improvements and other fixed assets.
|
|
Year Ended December 31,
|
||||||||||
|
2011
|
|
2010
|
|
2009
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
101
|
|
|
$
|
(22
|
)
|
|
$
|
(60
|
)
|
Convertible debt interest—1 7/8 percent notes
|
—
|
|
|
—
|
|
|
—
|
|
|||
Income (loss) from continuing operations available to common stockholders
|
101
|
|
|
(22
|
)
|
|
(60
|
)
|
|||
Loss from discontinued operation
|
—
|
|
|
(4
|
)
|
|
(2
|
)
|
|||
Net income (loss) available to common stockholders
|
$
|
101
|
|
|
$
|
(26
|
)
|
|
$
|
(62
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Denominator for basic earnings (loss) per share—weighted-average common shares
|
62,184
|
|
|
60,455
|
|
|
60,100
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Employee stock options and warrants
|
1,037
|
|
|
—
|
|
|
—
|
|
|||
Convertible subordinated notes—1 7/8 percent
|
1,015
|
|
|
—
|
|
|
—
|
|
|||
Convertible subordinated notes—4 percent
|
8,532
|
|
|
—
|
|
|
—
|
|
|||
Restricted stock units
|
581
|
|
|
—
|
|
|
—
|
|
|||
Denominator for diluted earnings (loss) per share—adjusted weighted-average common shares
|
73,349
|
|
|
60,455
|
|
|
60,100
|
|
|||
Basic earnings (loss) per share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
1.62
|
|
|
$
|
(0.38
|
)
|
|
$
|
(0.98
|
)
|
Loss from discontinued operation
|
—
|
|
|
(0.06
|
)
|
|
(0.04
|
)
|
|||
Net income (loss)
|
$
|
1.62
|
|
|
$
|
(0.44
|
)
|
|
$
|
(1.02
|
)
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
1.38
|
|
|
$
|
(0.38
|
)
|
|
$
|
(0.98
|
)
|
Loss from discontinued operation
|
—
|
|
|
(0.06
|
)
|
|
(0.04
|
)
|
|||
Net income (loss)
|
$
|
1.38
|
|
|
$
|
(0.44
|
)
|
|
$
|
(1.02
|
)
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36
|
|
Accounts receivable, net
|
—
|
|
|
19
|
|
|
9
|
|
|
98
|
|
|
338
|
|
|
—
|
|
|
464
|
|
|||||||
Intercompany receivable (payable)
|
114
|
|
|
(876
|
)
|
|
772
|
|
|
(154
|
)
|
|
—
|
|
|
144
|
|
|
—
|
|
|||||||
Inventory
|
—
|
|
|
21
|
|
|
15
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|||||||
Prepaid expenses and other assets
|
—
|
|
|
55
|
|
|
1
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|||||||
Deferred taxes
|
—
|
|
|
100
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|||||||
Total current assets
|
114
|
|
|
(675
|
)
|
|
800
|
|
|
2
|
|
|
338
|
|
|
144
|
|
|
723
|
|
|||||||
Rental equipment, net
|
—
|
|
|
1,345
|
|
|
836
|
|
|
436
|
|
|
—
|
|
|
—
|
|
|
2,617
|
|
|||||||
Property and equipment, net
|
41
|
|
|
177
|
|
|
120
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
366
|
|
|||||||
Investments in subsidiaries
|
227
|
|
|
2,144
|
|
|
462
|
|
|
—
|
|
|
—
|
|
|
(2,833
|
)
|
|
—
|
|
|||||||
Goodwill and other intangibles, net
|
—
|
|
|
130
|
|
|
102
|
|
|
140
|
|
|
—
|
|
|
—
|
|
|
372
|
|
|||||||
Other long-term assets
|
4
|
|
|
60
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|||||||
Total assets
|
$
|
386
|
|
|
$
|
3,181
|
|
|
$
|
2,321
|
|
|
$
|
606
|
|
|
$
|
338
|
|
|
$
|
(2,689
|
)
|
|
$
|
4,143
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|||||||||||||||||||||||||||
Short-term debt and current maturities of long-term debt
|
$
|
129
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
255
|
|
|
$
|
—
|
|
|
$
|
395
|
|
Accounts payable
|
—
|
|
|
120
|
|
|
47
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
206
|
|
|||||||
Accrued expenses and other liabilities
|
31
|
|
|
139
|
|
|
48
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
263
|
|
|||||||
Total current liabilities
|
160
|
|
|
267
|
|
|
95
|
|
|
87
|
|
|
255
|
|
|
—
|
|
|
864
|
|
|||||||
Long-term debt
|
—
|
|
|
2,444
|
|
|
142
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
2,592
|
|
|||||||
Subordinated convertible debentures
|
55
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|||||||
Deferred taxes
|
16
|
|
|
241
|
|
|
165
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
470
|
|
|||||||
Other long-term liabilities
|
52
|
|
|
2
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|||||||
Total liabilities
|
283
|
|
|
2,954
|
|
|
404
|
|
|
144
|
|
|
255
|
|
|
—
|
|
|
4,040
|
|
|||||||
Temporary equity (note 12)
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||||
Total stockholders’ equity (deficit)
|
64
|
|
|
227
|
|
|
1,917
|
|
|
462
|
|
|
83
|
|
|
(2,689
|
)
|
|
64
|
|
|||||||
Total liabilities and stockholders’ equity (deficit)
|
$
|
386
|
|
|
$
|
3,181
|
|
|
$
|
2,321
|
|
|
$
|
606
|
|
|
$
|
338
|
|
|
$
|
(2,689
|
)
|
|
$
|
4,143
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
199
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
203
|
|
Accounts receivable, net
|
—
|
|
|
5
|
|
|
6
|
|
|
73
|
|
|
293
|
|
|
—
|
|
|
377
|
|
|||||||
Intercompany receivable (payable)
|
115
|
|
|
(837
|
)
|
|
735
|
|
|
(155
|
)
|
|
—
|
|
|
142
|
|
|
—
|
|
|||||||
Inventory
|
—
|
|
|
19
|
|
|
13
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
39
|
|
|||||||
Prepaid expenses and other assets
|
—
|
|
|
31
|
|
|
4
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|||||||
Deferred taxes
|
—
|
|
|
65
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|||||||
Total current assets
|
115
|
|
|
(713
|
)
|
|
761
|
|
|
127
|
|
|
293
|
|
|
142
|
|
|
725
|
|
|||||||
Rental equipment, net
|
—
|
|
|
1,243
|
|
|
742
|
|
|
295
|
|
|
—
|
|
|
—
|
|
|
2,280
|
|
|||||||
Property and equipment, net
|
43
|
|
|
186
|
|
|
136
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
393
|
|
|||||||
Investments in subsidiaries
|
173
|
|
|
2,018
|
|
|
414
|
|
|
—
|
|
|
—
|
|
|
(2,605
|
)
|
|
—
|
|
|||||||
Goodwill and other intangibles, net
|
—
|
|
|
99
|
|
|
83
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
227
|
|
|||||||
Other long-term assets
|
8
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|||||||
Total assets
|
$
|
339
|
|
|
$
|
2,893
|
|
|
$
|
2,136
|
|
|
$
|
495
|
|
|
$
|
293
|
|
|
$
|
(2,463
|
)
|
|
$
|
3,693
|
|
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
|||||||||||||||||||||||||||
Short-term debt and current maturities of long-term debt
|
$
|
—
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
221
|
|
|
$
|
—
|
|
|
$
|
229
|
|
Accounts payable
|
—
|
|
|
83
|
|
|
26
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
132
|
|
|||||||
Accrued expenses and other liabilities
|
37
|
|
|
146
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|||||||
Total current liabilities
|
37
|
|
|
237
|
|
|
26
|
|
|
48
|
|
|
221
|
|
|
—
|
|
|
569
|
|
|||||||
Long-term debt
|
124
|
|
|
2,306
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,576
|
|
|||||||
Subordinated convertible debentures
|
124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
124
|
|
|||||||
Deferred taxes
|
17
|
|
|
175
|
|
|
160
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
385
|
|
|||||||
Other long-term liabilities
|
57
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|||||||
Total liabilities
|
359
|
|
|
2,720
|
|
|
332
|
|
|
81
|
|
|
221
|
|
|
—
|
|
|
3,713
|
|
|||||||
Total stockholders’ (deficit) equity
|
(20
|
)
|
|
173
|
|
|
1,804
|
|
|
414
|
|
|
72
|
|
|
(2,463
|
)
|
|
(20
|
)
|
|||||||
Total liabilities and stockholders’ (deficit) equity
|
$
|
339
|
|
|
$
|
2,893
|
|
|
$
|
2,136
|
|
|
$
|
495
|
|
|
$
|
293
|
|
|
$
|
(2,463
|
)
|
|
$
|
3,693
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equipment rentals
|
$
|
—
|
|
|
$
|
1,037
|
|
|
$
|
742
|
|
|
$
|
372
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,151
|
|
Sales of rental equipment
|
—
|
|
|
117
|
|
|
63
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|||||||
Sales of new equipment
|
—
|
|
|
38
|
|
|
21
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|||||||
Contractor supplies sales
|
—
|
|
|
37
|
|
|
25
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|||||||
Service and other revenues
|
—
|
|
|
43
|
|
|
22
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|||||||
Total revenues
|
—
|
|
|
1,272
|
|
|
873
|
|
|
466
|
|
|
—
|
|
|
—
|
|
|
2,611
|
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
479
|
|
|
352
|
|
|
161
|
|
|
—
|
|
|
—
|
|
|
992
|
|
|||||||
Depreciation of rental equipment
|
—
|
|
|
220
|
|
|
137
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
423
|
|
|||||||
Cost of rental equipment sales
|
—
|
|
|
80
|
|
|
44
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
142
|
|
|||||||
Cost of new equipment sales
|
—
|
|
|
30
|
|
|
17
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|||||||
Cost of contractor supplies sales
|
—
|
|
|
26
|
|
|
17
|
|
|
15
|
|
|
—
|
|
|
—
|
|
|
58
|
|
|||||||
Cost of service and other revenues
|
—
|
|
|
19
|
|
|
7
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||||
Total cost of revenues
|
—
|
|
|
854
|
|
|
574
|
|
|
285
|
|
|
—
|
|
|
—
|
|
|
1,713
|
|
|||||||
Gross profit
|
—
|
|
|
418
|
|
|
299
|
|
|
181
|
|
|
—
|
|
|
—
|
|
|
898
|
|
|||||||
Selling, general and administrative expenses
|
7
|
|
|
162
|
|
|
143
|
|
|
75
|
|
|
20
|
|
|
—
|
|
|
407
|
|
|||||||
RSC merger related costs
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||||
Restructuring charge
|
—
|
|
|
7
|
|
|
9
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||||
Non-rental depreciation and amortization
|
15
|
|
|
19
|
|
|
17
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|||||||
Operating (loss) income
|
(22
|
)
|
|
211
|
|
|
130
|
|
|
97
|
|
|
(20
|
)
|
|
—
|
|
|
396
|
|
|||||||
Interest expense (income), net
|
12
|
|
|
207
|
|
|
6
|
|
|
4
|
|
|
4
|
|
|
(5
|
)
|
|
228
|
|
|||||||
Interest expense-subordinated convertible debentures
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||||
Other (income) expense, net
|
(73
|
)
|
|
61
|
|
|
37
|
|
|
12
|
|
|
(40
|
)
|
|
—
|
|
|
(3
|
)
|
|||||||
Income (loss) before provision (benefit) for income taxes
|
32
|
|
|
(57
|
)
|
|
87
|
|
|
81
|
|
|
16
|
|
|
5
|
|
|
164
|
|
|||||||
Provision (benefit) for income taxes
|
9
|
|
|
(4
|
)
|
|
28
|
|
|
24
|
|
|
6
|
|
|
—
|
|
|
63
|
|
|||||||
Income (loss) before equity in net earnings (loss) of subsidiaries
|
23
|
|
|
(53
|
)
|
|
59
|
|
|
57
|
|
|
10
|
|
|
5
|
|
|
101
|
|
|||||||
Equity in net earnings (loss) of subsidiaries
|
78
|
|
|
131
|
|
|
62
|
|
|
—
|
|
|
—
|
|
|
(271
|
)
|
|
—
|
|
|||||||
Net income (loss)
|
$
|
101
|
|
|
$
|
78
|
|
|
$
|
121
|
|
|
$
|
57
|
|
|
$
|
10
|
|
|
$
|
(266
|
)
|
|
$
|
101
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equipment rentals
|
$
|
—
|
|
|
$
|
940
|
|
|
$
|
629
|
|
|
$
|
265
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,834
|
|
Sales of rental equipment
|
—
|
|
|
73
|
|
|
48
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
144
|
|
|||||||
Sales of new equipment
|
—
|
|
|
41
|
|
|
18
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|||||||
Contractor supplies sales
|
—
|
|
|
41
|
|
|
30
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|||||||
Service and other revenues
|
—
|
|
|
46
|
|
|
23
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|||||||
Total revenues
|
—
|
|
|
1,141
|
|
|
748
|
|
|
348
|
|
|
—
|
|
|
—
|
|
|
2,237
|
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
463
|
|
|
331
|
|
|
130
|
|
|
—
|
|
|
—
|
|
|
924
|
|
|||||||
Depreciation of rental equipment
|
—
|
|
|
214
|
|
|
130
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
389
|
|
|||||||
Cost of rental equipment sales
|
—
|
|
|
51
|
|
|
36
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
103
|
|
|||||||
Cost of new equipment sales
|
—
|
|
|
34
|
|
|
15
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|||||||
Cost of contractor supplies sales
|
—
|
|
|
30
|
|
|
20
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|||||||
Cost of service and other revenues
|
—
|
|
|
20
|
|
|
9
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|||||||
Total cost of revenues
|
—
|
|
|
812
|
|
|
541
|
|
|
226
|
|
|
—
|
|
|
—
|
|
|
1,579
|
|
|||||||
Gross profit
|
—
|
|
|
329
|
|
|
207
|
|
|
122
|
|
|
—
|
|
|
—
|
|
|
658
|
|
|||||||
Selling, general and administrative expenses
|
21
|
|
|
149
|
|
|
121
|
|
|
56
|
|
|
20
|
|
|
—
|
|
|
367
|
|
|||||||
Restructuring charge
|
—
|
|
|
21
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||||
Non-rental depreciation and amortization
|
13
|
|
|
26
|
|
|
17
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|||||||
Operating (loss) income
|
(34
|
)
|
|
133
|
|
|
56
|
|
|
62
|
|
|
(20
|
)
|
|
—
|
|
|
197
|
|
|||||||
Interest expense, net
|
12
|
|
|
237
|
|
|
6
|
|
|
(3
|
)
|
|
4
|
|
|
(1
|
)
|
|
255
|
|
|||||||
Interest expense-subordinated convertible debentures
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||||
Other (income) expense, net
|
(62
|
)
|
|
54
|
|
|
28
|
|
|
12
|
|
|
(35
|
)
|
|
—
|
|
|
(3
|
)
|
|||||||
Income (loss) from continuing operations before provision (benefit) for income taxes
|
8
|
|
|
(158
|
)
|
|
22
|
|
|
53
|
|
|
11
|
|
|
1
|
|
|
(63
|
)
|
|||||||
Provision (benefit) for income taxes
|
3
|
|
|
(78
|
)
|
|
7
|
|
|
22
|
|
|
5
|
|
|
—
|
|
|
(41
|
)
|
|||||||
Income (loss) from continuing operations
|
5
|
|
|
(80
|
)
|
|
15
|
|
|
31
|
|
|
6
|
|
|
1
|
|
|
(22
|
)
|
|||||||
Loss from discontinued operation, net of taxes
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||||
Income (loss) before equity in net (loss) earnings of subsidiaries
|
5
|
|
|
(84
|
)
|
|
15
|
|
|
31
|
|
|
6
|
|
|
1
|
|
|
(26
|
)
|
|||||||
Equity in net (loss) earnings of subsidiaries
|
(31
|
)
|
|
53
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|||||||
Net (loss) income
|
$
|
(26
|
)
|
|
$
|
(31
|
)
|
|
$
|
47
|
|
|
$
|
31
|
|
|
$
|
6
|
|
|
$
|
(53
|
)
|
|
$
|
(26
|
)
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Equipment rentals
|
$
|
—
|
|
|
$
|
957
|
|
|
$
|
645
|
|
|
$
|
228
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,830
|
|
Sales of rental equipment
|
—
|
|
|
131
|
|
|
69
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
229
|
|
|||||||
Sales of new equipment
|
—
|
|
|
44
|
|
|
26
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|||||||
Contractor supplies sales
|
—
|
|
|
49
|
|
|
47
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|||||||
Service and other revenues
|
—
|
|
|
51
|
|
|
28
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|||||||
Total revenues
|
—
|
|
|
1,232
|
|
|
815
|
|
|
311
|
|
|
—
|
|
|
—
|
|
|
2,358
|
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of equipment rentals, excluding depreciation
|
—
|
|
|
469
|
|
|
329
|
|
|
112
|
|
|
—
|
|
|
—
|
|
|
910
|
|
|||||||
Depreciation of rental equipment
|
—
|
|
|
231
|
|
|
139
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|
417
|
|
|||||||
Cost of rental equipment sales
|
—
|
|
|
132
|
|
|
65
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
222
|
|
|||||||
Cost of new equipment sales
|
—
|
|
|
38
|
|
|
22
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|||||||
Cost of contractor supplies sales
|
—
|
|
|
36
|
|
|
36
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|||||||
Cost of service and other revenues
|
—
|
|
|
21
|
|
|
10
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|||||||
Total cost of revenues
|
—
|
|
|
927
|
|
|
601
|
|
|
220
|
|
|
—
|
|
|
—
|
|
|
1,748
|
|
|||||||
Gross profit
|
—
|
|
|
305
|
|
|
214
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
610
|
|
|||||||
Selling, general and administrative expenses
|
19
|
|
|
175
|
|
|
144
|
|
|
51
|
|
|
19
|
|
|
—
|
|
|
408
|
|
|||||||
Restructuring charge
|
—
|
|
|
12
|
|
|
17
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|||||||
Non-rental depreciation and amortization
|
12
|
|
|
18
|
|
|
23
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|||||||
Operating (loss) income
|
(31
|
)
|
|
100
|
|
|
30
|
|
|
34
|
|
|
(19
|
)
|
|
—
|
|
|
114
|
|
|||||||
Interest expense, net
|
40
|
|
|
176
|
|
|
6
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
226
|
|
|||||||
Interest expense-subordinated convertible debentures, net
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||||
Other (income) expense, net
|
(66
|
)
|
|
50
|
|
|
45
|
|
|
8
|
|
|
(38
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
(Loss) income from continuing operations before (benefit) provision for income taxes
|
(1
|
)
|
|
(126
|
)
|
|
(21
|
)
|
|
26
|
|
|
15
|
|
|
—
|
|
|
(107
|
)
|
|||||||
(Benefit) provision for income taxes
|
—
|
|
|
(51
|
)
|
|
(9
|
)
|
|
7
|
|
|
6
|
|
|
—
|
|
|
(47
|
)
|
|||||||
(Loss) income from continuing operations
|
(1
|
)
|
|
(75
|
)
|
|
(12
|
)
|
|
19
|
|
|
9
|
|
|
—
|
|
|
(60
|
)
|
|||||||
Loss from discontinued operation, net of taxes
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||
(Loss) income before equity in net (loss) earnings of subsidiaries
|
(1
|
)
|
|
(77
|
)
|
|
(12
|
)
|
|
19
|
|
|
9
|
|
|
—
|
|
|
(62
|
)
|
|||||||
Equity in net (loss) earnings of subsidiaries
|
(61
|
)
|
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|||||||
Net (loss) income
|
$
|
(62
|
)
|
|
$
|
(61
|
)
|
|
$
|
(12
|
)
|
|
$
|
19
|
|
|
$
|
9
|
|
|
$
|
45
|
|
|
$
|
(62
|
)
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
—
|
|
|
$
|
276
|
|
|
$
|
236
|
|
|
$
|
132
|
|
|
$
|
(36
|
)
|
|
$
|
—
|
|
|
$
|
608
|
|
Net cash used in investing activities
|
(13
|
)
|
|
(311
|
)
|
|
(241
|
)
|
|
(296
|
)
|
|
—
|
|
|
—
|
|
|
(861
|
)
|
|||||||
Net cash provided by (used in) financing activities
|
13
|
|
|
37
|
|
|
5
|
|
|
(11
|
)
|
|
36
|
|
|
—
|
|
|
80
|
|
|||||||
Effect of foreign exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
2
|
|
|
—
|
|
|
(169
|
)
|
|
—
|
|
|
—
|
|
|
(167
|
)
|
|||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
4
|
|
|
—
|
|
|
199
|
|
|
—
|
|
|
—
|
|
|
203
|
|
|||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
14
|
|
|
$
|
304
|
|
|
$
|
77
|
|
|
$
|
82
|
|
|
$
|
(25
|
)
|
|
$
|
—
|
|
|
$
|
452
|
|
Net cash used in investing activities
|
(13
|
)
|
|
(78
|
)
|
|
(82
|
)
|
|
(50
|
)
|
|
—
|
|
|
—
|
|
|
(223
|
)
|
|||||||
Net cash (used in) provided by financing activities
|
(1
|
)
|
|
(227
|
)
|
|
2
|
|
|
(2
|
)
|
|
25
|
|
|
—
|
|
|
(203
|
)
|
|||||||
Effect of foreign exchange rates
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||||
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
(1
|
)
|
|
(3
|
)
|
|
38
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
5
|
|
|
3
|
|
|
161
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
199
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
203
|
|
|
|
|
|
|
|
|
Non-Guarantor
Subsidiaries |
|
|
|
|
||||||||||||||||
|
Parent
|
|
URNA
|
|
Guarantor
Subsidiaries |
|
Foreign
|
|
SPV
|
|
Eliminations
|
|
Total
|
||||||||||||||
Net cash provided by operating activities
|
$
|
26
|
|
|
$
|
180
|
|
|
$
|
22
|
|
|
$
|
70
|
|
|
$
|
140
|
|
|
$
|
—
|
|
|
$
|
438
|
|
Net cash (used in) provided by investing activities
|
(23
|
)
|
|
(50
|
)
|
|
(26
|
)
|
|
5
|
|
|
—
|
|
|
—
|
|
|
(94
|
)
|
|||||||
Net cash (used in) provided by financing activities
|
(3
|
)
|
|
(125
|
)
|
|
3
|
|
|
(3
|
)
|
|
(140
|
)
|
|
—
|
|
|
(268
|
)
|
|||||||
Effect of foreign exchange rate
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
5
|
|
|
(1
|
)
|
|
88
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|||||||
Cash and cash equivalents at beginning of period
|
—
|
|
|
—
|
|
|
4
|
|
|
73
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|||||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
3
|
|
|
$
|
161
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
169
|
|
Description
|
|
Balance at
Beginning of Period |
|
Charged to
Costs and Expenses |
|
Deductions
|
|
Balance
at End of Period |
||||||||
Year ended December 31, 2011:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
29
|
|
|
$
|
21
|
|
|
$
|
17
|
|
(a)
|
$
|
33
|
|
Reserve for obsolescence and shrinkage
|
|
1
|
|
|
5
|
|
|
4
|
|
(b)
|
2
|
|
||||
Self-insurance reserve
|
|
93
|
|
|
65
|
|
|
75
|
|
(c)
|
83
|
|
||||
Year ended December 31, 2010:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
25
|
|
|
$
|
21
|
|
|
$
|
17
|
|
(a)
|
$
|
29
|
|
Reserve for obsolescence and shrinkage
|
|
1
|
|
|
6
|
|
|
6
|
|
(b)
|
1
|
|
||||
Self-insurance reserve
|
|
83
|
|
|
94
|
|
|
84
|
|
(c)
|
93
|
|
||||
Year ended December 31, 2009:
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
23
|
|
|
$
|
16
|
|
|
$
|
14
|
|
(a)
|
$
|
25
|
|
Reserve for obsolescence and shrinkage
|
|
1
|
|
|
7
|
|
|
7
|
|
(b)
|
1
|
|
||||
Self-insurance reserve
|
|
86
|
|
|
99
|
|
|
102
|
|
(c)
|
83
|
|
(a)
|
Represents write-offs of accounts, net of recoveries.
|
(b)
|
Represents write-offs.
|
(c)
|
Represents payments.
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers, and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
Exhibit
Number |
|
Description of Exhibit
|
|
2
|
|
(a)
|
Agreement and Plan of Merger, dated as of December 15, 2011, by and between United Rentals, Inc. and RSC Holdings Inc. (incorporated by reference to Exhibit 2.1 of the United Rentals, Inc. Report on Form 8-K filed on December 21, 2011)
|
|
|
|
|
3
|
|
(a)
|
Restated Certificate of Incorporation of United Rentals, Inc., dated March 16, 2009 (incorporated by reference to Exhibit 3.1 of the United Rentals, Inc. Report on Form 8-K filed on March 17, 2009)
|
|
|
|
|
3
|
|
(b)
|
By-laws of United Rentals, Inc., amended as of December 20, 2010 (incorporated by reference to Exhibit 3.1 of the United Rentals, Inc. Report on Form 8-K filed on December 23, 2010)
|
|
|
|
|
3
|
|
(c)
|
Amended and Restated Certificate of Incorporation of United Rentals (North America), Inc. (incorporated by reference to Exhibit 3.3 of the United Rentals (North America), Inc. Report on Form 10-Q for the quarter ended June 30, 1998)
|
|
|
|
|
3
|
|
(d)
|
By-laws of United Rentals (North America), Inc. (incorporated by reference to Exhibit 3.4 of the United Rentals (North America), Inc. Report on Form 10-Q for the quarter ended June 30, 1998)
|
|
|
|
|
4
|
|
(a)
|
Form of Certificate representing United Rentals, Inc. Common Stock (incorporated by reference to Exhibit 4 of Amendment No. 2 to the United Rentals, Inc. Registration Statement on Form S-l, Registration No. 333-39117, filed on December 3, 1997)
|
|
|
|
|
4
|
|
(b)
|
Rights Agreement, dated September 28, 2001, between United Rentals, Inc. and American Stock Transfer & Trust Co., as Rights Agent (incorporated by reference to Exhibit 4 of the United Rentals, Inc. Report on Form 8-K filed on October 5, 2001)
|
|
|
|
|
4
|
|
(c)
|
First Amendment, dated as of July 22, 2007, to the Rights Agreement, dated September 28, 2001, between United Rentals, Inc. and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on July 24, 2007)
|
|
|
|
|
4
|
|
(d)
|
Second Amendment, dated as of October 16, 2008 to the Rights Agreement, dated September 28, 2001, between United Rentals, Inc. and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2008)
|
|
|
|
|
4
|
|
(e)
|
Form of Certificate of Designation for Series E Junior Participating Preferred Stock (incorporated by reference to Exhibit A of Exhibit 4 of the United Rentals, Inc. Report on Form 8-K filed on October 5, 2001)
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
4
|
|
(f)
|
Certificate of Trust of United Rentals Trust I (incorporated by reference to Exhibit 4(a) of the United Rentals, Inc. Registration Statement on Form S-l, Registration No. 333-64463, filed on September 28, 1998)
|
|
|
|
|
4
|
|
(g)
|
Amended and Restated Trust Agreement, dated August 5, 1998, relating to United Rentals Trust I, among United Rentals, Inc., The Bank of New York, as Property Trustee, The Bank of New York (Delaware), as Delaware Trustee, and the Administrative Trustees named therein (incorporated by reference to Exhibit 10(ii) of the United Rentals, Inc. Registration Statement on Form S-4, Registration No. 333-63171, filed on September 10, 1998)
|
|
|
|
|
4
|
|
(h)
|
Form of Certificate representing 6
1
/
2
percent Convertible Quarterly Income Preferred Securities (“QUIPs”) (incorporated by reference to Exhibit 4(e) of the United Rentals, Inc. Registration Statement on Form S-l, Registration No. 333-64463, filed on September 28, 1998)
|
|
|
|
|
4
|
|
(i)
|
Indenture, dated August 5, 1998, relating to 6
1
/
2
percent Convertible Subordinated Debentures, between United Rentals, Inc. and The Bank of New York, as Trustee (incorporated by reference to Exhibit 10(hh) of the United Rentals, Inc. Registration Statement on Form S-4, Registration No. 333-63171, filed on September 10, 1998)
|
|
|
|
|
4
|
|
(j)
|
Form of Certificate representing 6
1
/
2
percent Convertible Subordinated Debentures (incorporated by reference to Exhibit 4(f) of the United Rentals, Inc. Registration Statement on Form S-l, Registration No. 333-64463, filed on September 28, 1998)
|
|
|
|
|
4
|
|
(k)
|
Guarantee Agreement, dated August 5, 1998, between United Rentals, Inc. and The Bank of New York (incorporated by reference to Exhibit 10(jj) of the United Rentals, Inc. Registration Statement on Form S-4, Registration No. 333-63171, filed on September 10, 1998)
|
|
|
|
|
4
|
|
(l)
|
Supplement, dated as of September 19, 2005, relating to the QUIPs (incorporated by reference to Exhibit 4.5 of the United Rentals, Inc. Report on Form 8-K filed on September 23, 2005)
|
|
|
|
|
4
|
|
(m)
|
Indenture, dated as of October 31, 2003, relating to 1
7
/
8
percent Convertible Senior Subordinated Notes due 2023, among United Rentals (North America), Inc., United Rentals, Inc., as Guarantor, and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4(a) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended September 30, 2003)
|
|
|
|
|
4
|
|
(n)
|
Supplemental Indenture, dated as of September 19, 2005, relating to 1
7
/
8
percent Convertible Senior Subordinated Notes due 2023 (incorporated by reference to Exhibit 4.4 of the United Rentals, Inc. Report on Form 8-K filed on September 23, 2005)
|
|
|
|
|
4
|
|
(o)
|
Form of 1
7
/
8
percent Convertible Senior Subordinated Notes due 2023 (incorporated by reference to Section 2.02 of Exhibit 4(a) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended September 30, 2003)
|
|
|
|
|
4
|
|
(p)
|
Indenture, dated as of November 12, 2003, relating to 7
3
/
4
percent Senior Subordinated Notes due 2013, among United Rentals (North America), Inc., the Guarantors named therein and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended September 30, 2003)
|
|
|
|
|
4
|
|
(q)
|
Supplemental Indenture, dated as of September 19, 2005, relating to 7
3
/
4
percent Senior Subordinated Notes due 2013 (incorporated by reference to Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on September 23, 2005)
|
|
|
|
|
4
|
|
(r)
|
Form of 7
3
/
4
percent Senior Subordinated Notes due 2013 (incorporated by reference to Exhibits A-1 and A-2 of Exhibit 4(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended September 30, 2003)
|
|
|
|
|
4
|
|
(s)
|
Indenture, dated as of January 28, 2004, relating to 7 percent Senior Subordinated Notes due 2014, among United Rentals (North America), Inc., the Guarantors named therein and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on February 23, 2004)
|
|
|
|
|
4
|
|
(t)
|
Supplemental Indenture, dated as of September 19, 2005, relating to 7 percent Senior Subordinated Notes due 2014 (incorporated by reference to Exhibit 4.3 of the United Rentals, Inc. Report on Form 8-K filed on September 23, 2005)
|
|
|
|
|
4
|
|
(u)
|
Form of 7 percent Senior Subordinated Notes due 2014 (incorporated by reference to Exhibits A-1 and A-2 of Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on February 23, 2004)
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
4
|
|
(v)
|
Indenture, dated as of February 17, 2004, relating to 6
1
/
2
percent Senior Notes due 2012, among United Rentals (North America), Inc., the Guarantors named therein and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on February 23, 2004)
|
|
|
|
|
4
|
|
(w)
|
Supplemental Indenture, dated as of September 19, 2005, relating to 6
1
/
2
percent Senior Notes due 2012 (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on September 23, 2005)
|
|
|
|
|
4
|
|
(x)
|
Form of 6
1
/
2
percent Senior Notes due 2012 (incorporated by reference to Exhibits A-1 and A-2 of Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on February 23, 2004)
|
|
|
|
|
4
|
|
(y)
|
Indenture, dated as of June 9, 2009, relating to 10
7
/
8
percent Senior Notes due 2016, among United Rentals (North America), Inc., United Rentals, Inc., the Subsidiaries named in Schedule A and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on June 12, 2009)
|
|
|
|
|
4
|
|
(z)
|
Form of 10
7
/
8
percent Senior Notes due 2016 (incorporated by reference to Exhibits A-1 and A-2 of Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on June 12, 2009)
|
|
|
|
|
4
|
|
(aa)
|
Indenture, dated as of November 17, 2009, relating to 4 percent Convertible Senior Notes due 2015, between United Rentals, Inc. and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on November 17, 2009)
|
|
|
|
|
4
|
|
(bb)
|
Form of 4 percent Convertible Senior Notes due 2015 (incorporated by reference to Exhibit A of Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on November 17, 2009)
|
|
|
|
|
4
|
|
(cc)
|
Indenture, dated as of November 17, 2009, relating to 9
1
/
4
percent Senior Notes due 2019, among United Rentals (North America), Inc., United Rentals, Inc., United Rentals (North America), Inc.’s subsidiaries named therein and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on November 17, 2009)
|
|
|
|
|
4
|
|
(dd)
|
Form of 9
1
/
4
percent Senior Notes due 2019 (incorporated by reference to Exhibit A of Exhibit 4.2 of the United Rentals, Inc. Report on Form 8-K filed on November 17, 2009)
|
|
|
|
|
4
|
|
(ee)
|
Indenture, dated as of October 26, 2010, relating to 8
3
/
8
percent Senior Subordinated Notes due 2020, among United Rentals (North America), Inc., United Rentals, Inc., United Rentals (North America), Inc.’s subsidiaries named therein and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on October 26, 2010)
|
|
|
|
|
4
|
|
(ff)
|
Supplemental Indenture, dated as of December 1, 2010, relating to 8
3
/
8
percent Senior Subordinated Notes due 2020 (incorporated by reference to Exhibit 4(ff) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)
|
|
|
|
|
4
|
|
(gg)
|
Form of 8
3
/
8
percent Senior Subordinated Notes due 2020 (incorporated by reference to Exhibit A of Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on October 26, 2010)
|
|
|
|
|
10
|
|
(a)
|
1997 Stock Option Plan of United Rentals, Inc. (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Registration Statement on Form S-l, Registration No. 333-39117, filed on October 30, 1997)‡
|
|
|
|
|
10
|
|
(b)
|
1998 Supplemental Stock Option Plan of United Rentals, Inc., as amended and restated (incorporated by reference to Exhibit 10(h) of the United Rentals, Inc. Report on Form 10-K for the year ended December 31, 2005)‡
|
|
|
|
|
10
|
|
(c)
|
2001 Stock Plan of United Rentals, Inc. (incorporated by reference to Exhibit 4.6 of the United Rentals, Inc. Registration Statement on Form S-8, No. 333-60458 filed on May 8, 2001)‡
|
|
|
|
|
10
|
|
(d)
|
2001 Comprehensive Stock Plan of United Rentals, Inc. (formerly the 2001 Senior Stock Plan) (incorporated by reference to Exhibit 10(f) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2006)‡
|
|
|
|
|
10
|
|
(e)
|
United Rentals, Inc. Deferred Compensation Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on December 19, 2008)‡
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
10
|
|
(f)
|
Amendment Number One to the United Rentals, Inc. Deferred Compensation Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10(f) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
|
|
|
|
|
10
|
|
(g)
|
United Rentals, Inc. Deferred Compensation Plan for Directors, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on December 19, 2008)‡
|
|
|
|
|
10
|
|
(h)
|
Amendment Number One to the United Rentals, Inc. Deferred Compensation Plan for Directors, as amended and restated, effective December 16, 2008‡ (incorporated by reference to Exhibit 10(h) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
|
|
|
|
|
10
|
|
(i)
|
United Rentals, Inc. Annual Incentive Compensation Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.4 of the United Rentals, Inc. Report on Form 8-K filed on December 19, 2008)‡
|
|
|
|
|
10
|
|
(j)
|
Amendment Number One to the United Rentals, Inc. Annual Incentive Compensation Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10(j) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
|
|
|
|
|
10
|
|
(k)
|
United Rentals, Inc. 2009 Annual Incentive Compensation Plan, effective for bonuses granted for the 2009 fiscal year (incorporated by reference to Annex A of the United Rentals, Inc. Proxy Statement on Schedule 14A filed on April 30, 2009)‡
|
|
|
|
|
10
|
|
(l)
|
United Rentals, Inc. Long-Term Incentive Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.5 of the United Rentals, Inc. Report on Form 8-K filed on December 19, 2008)‡
|
|
|
|
|
10
|
|
(m)
|
United Rentals, Inc. 2010 Long-Term Incentive Plan (incorporated by reference to Appendix A of the United Rentals, Inc. Proxy Statement on Schedule 14A filed on March 31, 2010)‡
|
|
|
|
|
10
|
|
(n)
|
Form of United Rentals, Inc. 2010 Long-Term Incentive Plan Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2010)‡
|
|
|
|
|
10
|
|
(o)
|
Form of United Rentals, Inc. 2010 Long Term Incentive Plan Restricted Stock Unit Agreement (Performance-Based) (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2011)‡
|
|
|
|
|
10
|
|
(p)
|
United Rentals, Inc. Restricted Stock Unit Deferral Plan, as amended and restated, effective December 16, 2008 (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed on December 19, 2008)‡
|
|
|
|
|
10
|
|
(q)
|
Amendment Number One to the United Rentals, Inc. Restricted Stock Unit Deferral Plan, as amended and restated, effective December 16, 2008‡ (incorporated by reference to Exhibit 10(p) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
|
|
|
|
|
10
|
|
(r)
|
Form of United Rentals, Inc. Restricted Stock Unit Agreement for Senior Management (incorporated by reference to Exhibit 10(b) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2006)‡
|
|
|
|
|
10
|
|
(s)
|
Form of United Rentals, Inc. Restricted Stock Unit Agreement for Senior Management, effective for grants of awards beginning in 2009 (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2009)‡
|
|
|
|
|
10
|
|
(t)
|
Form of United Rentals, Inc., Restricted Stock Unit Agreement for Senior Management, effective for grants of awards beginning in 2010 (incorporated by reference to Exhibit 10(e) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2010)‡
|
|
|
|
|
10
|
|
(u)
|
Form of United Rentals, Inc. Restricted Stock Unit Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10(c) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2006)‡
|
|
|
|
|
10
|
|
(v)
|
Form of United Rentals, Inc. 2010 Long Term Incentive Plan Restricted Stock Unit Agreement (Performance-Based) (incorporated by reference to Exhibit 10(a) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2011) ‡
|
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
10
|
|
(w)
|
Form of United Rentals, Inc. Stock Option Agreement for Senior Management (incorporated by reference to Exhibit 10.4 of the United Rentals, Inc. Report on Form 10-Q for the quarter ended June 30, 2009)‡
|
|
|
|
|
10
|
|
(x)
|
Form of United Rentals, Inc. Stock Option Agreement for Senior Management, effective for grants of awards beginning in 2010 (incorporated by reference to Exhibit 10(d) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2010)‡
|
|
|
|
|
10
|
|
(y)
|
Form of Directors Option Agreement of United Rentals, Inc. (incorporated by reference to Exhibit 99.1 of the United Rentals, Inc. Report on Form 8-K filed on March 8, 2005)‡
|
|
|
|
|
10
|
|
(z)
|
Board of Directors compensatory plans, as described under the caption "Director Compensation" in the United Rentals, Inc. definitive proxy statement to be filed with the Securities and Exchange Commission (in connection with the Annual Meeting of Stockholders) on or before April 27, 2012, are hereby incorporated by reference.
|
|
|
|
|
10
|
|
(aa)
|
Employment Agreement, dated as of August 22, 2008, between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on August 25, 2008)‡
|
|
|
|
|
10
|
|
(bb)
|
First (renumbered Second) Amendment, dated January 15, 2009, to the Employment Agreement between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on January 15, 2009)‡***
|
|
|
|
|
10
|
|
(cc)
|
Third Amendment, dated March 13, 2009, to the Employment Agreement between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on March 17, 2009)‡
|
|
|
|
|
10
|
|
(dd)
|
Fourth Amendment, effective as of August 22, 2008, to the Employment Agreement between United Rentals, Inc. and Michael J. Kneeland (incorporated by reference to Exhibit 10(dd) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010) ‡
|
|
|
|
|
10
|
|
(ee)
|
Form of 2001 Comprehensive Stock Plan Restricted Stock Unit Agreement with Michael J. Kneeland (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on August 25, 2008)‡
|
|
|
|
|
10
|
|
(ff)
|
Employment Agreement, dated as of December 1, 2008, between United Rentals, Inc. and William B. Plummer (including Restricted Stock Unit Agreement) (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on November 25, 2008)‡
|
|
|
|
|
10
|
|
(gg)
|
Second Amendment, effective as of December 1, 2008, to the Employment Agreement between United Rentals, Inc. and William B. Plummer (incorporated by reference to Exhibit 10(gg) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
|
|
|
|
|
10
|
|
(hh)*
|
Third Amendment, dated as of December 22, 2011, to the Employment Agreement between United Rentals, Inc. and William B. Plummer ‡
|
10
|
|
(ii)
|
Employment Agreement, dated August 30, 2006, between United Rentals, Inc. and John Fahey (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on September 1, 2006)‡
|
|
|
|
|
10
|
|
(jj)
|
First Amendment, effective as of August 30, 2006, to the Employment Agreement between United Rentals, Inc. and John Fahey (incorporated by reference to Exhibit 10(ii) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010)‡
|
|
|
|
|
10
|
|
(kk)
|
Employment Agreement, last dated September 3, 2008, between United Rentals, Inc. and Ken DeWitt (incorporated by reference to Exhibit 10(f) of the United Rentals, Inc. Report on Form 10-Q for the quarter ended March 31, 2009)‡
|
|
|
|
|
10
|
|
(ll)
|
First Amendment, effective as of September 3, 2008, to the Employment Agreement between United Rentals, Inc. and Ken DeWitt (incorporated by reference to Exhibit 10(kk) of the United Rentals, Inc. Annual Report on Form 10-K for the year ended December 31, 2010) ‡
|
|
|
|
|
10
|
|
(mm)*
|
Severance Agreement and General Release, effective as of December 7, 2011, between United Rentals, Inc. and Ken DeWitt ‡
|
|
|
|
Exhibit
Number |
|
Description of Exhibit
|
|
10
|
|
(bbb)
|
Amended and Restated U.S. Guarantee Agreement, dated October 14, 2011, by and among United Rentals Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. named or referred to therein and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.4 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
|
|
|
|
|
10
|
|
(ccc)
|
Amended and Restated Canadian Security Agreement, dated October 14, 2011, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc., United Rentals of Canada, Inc., United Rentals Financing Limited Partnership and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.5 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
|
|
|
|
|
10
|
|
(ddd)
|
Amended and Restated Canadian URFLP Guarantee, dated October 14, 2011, by United Rentals of Nova Scotia (No. 1), ULC and United Rentals of Nova Scotia (No. 2), ULC (incorporated by reference to Exhibit 10.6 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
|
|
|
|
|
10
|
|
(eee)
|
Amended and Restated Canadian Guarantee, dated October 14, 2011, by United Rentals, Inc., United Rentals (North America), Inc. and certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. named therein (incorporated by reference to Exhibit 10.7 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011)
|
|
|
|
|
10
|
|
(fff)
|
Second Amended and Restated Receivables Purchase Agreement, dated as of September 28, 2011, by and among Credit Agricole Corporate and Investment Bank, The Bank of Nova Scotia, Atlantic Asset Securitization LLC, Liberty Street Funding LLC, United Rentals Receivables LLC II and United Rentals, Inc. (without Annexes) (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on October 4, 2011)
|
|
|
|
|
10
|
|
(ggg)
|
Second Amended and Restated Purchase and Contribution Agreement, dated as of September 28, 2011, by and among United Rentals Receivables LLC II, United Rentals, Inc., United Rentals (North America), Inc. and United Rentals Northwest, Inc. (without Annexes) (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on October 4, 2011)
|
|
|
|
|
10
|
|
(hhh)
|
Performance Undertaking, dated as of May 31, 2005, executed by United Rentals, Inc. in favor of United Rentals Receivables LLC II (incorporated by reference to Exhibit 99.3 of the United Rentals, Inc. Report on Form 8-K filed on June 6, 2005)
|
|
|
|
|
10
|
|
(iii)
|
Confirmation of Performance Undertaking, dated as of December 22, 2008, executed by United Rentals, Inc. in favor of United Rentals Receivables LLC II (incorporated by reference to Exhibit 10(xx) of the United Rentals, Inc. Report on Form 10-K for the year ended December 31, 2008)
|
|
|
|
|
10
|
|
(jjj)
|
Master Exchange Agreement, dated as of January 1, 2009, among United Rentals Exchange, LLC, IPX1031 LLC, United Rentals (North America), Inc. and United Rentals Northwest, Inc. (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed on January 7, 2009)
|
|
|
|
|
10
|
|
(kkk)
|
Form of Capped Call Confirmation, dated as of November 10, 2009, between United Rentals, Inc. and each of Bank of America, N.A., Citibank, N.A., Wachovia Bank, National Association and Morgan Stanley & Co. International plc (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on November 17, 2009) ‡‡
|
|
|
|
|
10
|
|
(lll)
|
Voting Agreement, dated as of December 15, 2011, by and between United Rentals, Inc. and OHCP II RSC, LLC, OHCMP II RSC, LLC and OHCP II RSC COI, LLC (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on December 21, 2011)
|
|
|
|
|
10
|
|
(mmm)
|
Commitment Letter, dated as of December 15, 2011, among United Rentals, Inc., Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, WF Investment Holdings, LLC, Wells Fargo Securities, LLC and Wells Fargo Capital Finance, LLC (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on December 21, 2011)
|
|
|
|
|
12
|
|
*
|
Computation of Ratio of Earnings to Fixed Charges
|
|
|
|
|
21
|
|
*
|
Subsidiaries of United Rentals, Inc.
|
|
|
|
|
23
|
|
*
|
Consent of Ernst & Young LLP
|
Exhibit
Number |
|
Description of Exhibit
|
|
|
|
|
|
31
|
|
(a)*
|
Rule 13a-14(a) Certification by Chief Executive Officer
|
|
|
|
|
31
|
|
(b)*
|
Rule 13a-14(a) Certification by Chief Financial Officer
|
|
|
|
|
32
|
|
(a)**
|
Section 1350 Certification by Chief Executive Officer
|
|
|
|
|
32
|
|
(b)**
|
Section 1350 Certification by Chief Financial Officer
|
|
|
|
|
101
|
|
****
|
Interactive Data File
|
*
|
Filed herewith.
|
**
|
Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K under the Exchange Act.
|
***
|
The First Amendment to Mr. Kneeland’s Employment Agreement corresponds to Exhibit 10(vv).
|
‡
|
This document is a management contract or compensatory plan or arrangement required to be filed as an exhibit to this form pursuant to Item 15(a) of this report.
|
‡‡
|
The Company also entered into a Form of Additional Capped Call Option, dated November 13, 2009 with each of Bank of America, N.A., Citibank, N.A., Wachovia Bank, National Association and Morgan Stanley & Co. International plc which is substantially identical to Exhibit 10(kkk) and is incorporated herein by reference.
|
****
|
XBRL Interactive Data File will be filed by amendment to this Annua
l Report on Form 10-K within 30 days of the filing date of this Annual Report on Form 10-K, as permitted by Rule 405(a)(2) of Regulation S-T.
|
|
|
|
UNITED RENTALS, INC.
|
|
Date:
|
January 24, 2012
|
|
By:
|
/s/ M
ICHAEL
J. K
NEELAND
|
|
|
|
|
Chief Executive Officer
|
Signatures
|
|
Title
|
|
Date
|
/
S
/ J
ENNE
K. B
RITELL
|
|
Chairman
|
|
January 24, 2012
|
Jenne K. Britell
|
|
|
|
|
|
|
|
|
|
/
S
/ J
OSÉ
B. A
LVAREZ
|
|
Director
|
|
January 24, 2012
|
José B. Alvarez
|
|
|
|
|
|
|
|
|
|
/
S
/ H
OWARD
L. C
LARK
|
|
Director
|
|
January 24, 2012
|
Howard L. Clark
|
|
|
|
|
|
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S
/ B
OBBY
J. G
RIFFIN
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Director
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January 24, 2012
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Bobby J. Griffin
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S
/ S
INGLETON
B. M
C
A
LLISTER
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Director
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January 24, 2012
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Singleton B. McAllister
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S
/ B
RIAN
D. M
C
A
ULEY
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Director
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January 24, 2012
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Brian D. McAuley
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S
/ J
OHN
S. M
C
K
INNEY
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Director
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January 24, 2012
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John S. McKinney
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S
/ J
ASON
D. P
APASTAVROU
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Director
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January 24, 2012
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Jason D. Papastavrou
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/
S
/ F
ILIPPO
P
ASSERINI
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Director
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January 24, 2012
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Filippo Passerini
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/
S
/ L. “K
EITH
” W
IMBUSH
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Director
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January 24, 2012
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L. “Keith” Wimbush
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S
/ M
ICHAEL
J. K
NEELAND
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Director and Chief Executive Officer (Principal Executive Officer)
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January 24, 2012
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Michael J. Kneeland
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/
S
/ W
ILLIAM
B. P
LUMMER
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Chief Financial Officer (Principal Financial Officer)
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January 24, 2012
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William B. Plummer
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/
S
/ J
OHN
J. F
AHEY
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Vice President, Controller (Principal Accounting Officer)
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January 24, 2012
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John J. Fahey
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1.
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Pursuant to and in accordance with Section 7(l) of the Agreement, the second sentence of Section 3(b) of the Agreement is hereby amended and replaced in full with the following language:
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2.
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Except as expressly amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.
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3.
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Capitalized terms used herein but not defined herein shall have the respective meanings assigned to such terms in the Agreement.
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4.
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This Amendment may be amended only by a writing which makes express reference to this Amendment as the subject of such amendment and which is signed by Executive and, on
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5.
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This Agreement shall be governed by and construed (both as to validity and performance) and enforced in accordance with the internal laws of the State of Connecticut applicable to agreements made and to be performed wholly within such jurisdiction, without regard to the principles of conflicts of law or where the parties are located at the time a dispute arises.
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UNITED RENTALS, INC.
By: /s/ Michael J. Kneeland
Name:Michael J. Kneeland
Title:President and Chief Executive
Officer
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EXECUTIVE
/s/ William B. Plummer
William B. Plummer
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(a)
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Release
. Employee hereby releases and forever discharges URI, its respective direct and indirect parents, affiliates, subsidiaries and benefit plans, and each such entities' present and former and/or future “Representatives” (as defined below), as well as any predecessors, future successors or assigns or estates of any of the foregoing (hereinafter collectively referred to as the “Released Parties”), from any and all liabilities, causes of action, suits, proceedings, agreements, promises, damages, disputes, controversies, contentions, grievances, differences, judgments, debts, claims and demands of any kind whatsoever, both in law and in equity, known or unknown, fixed or contingent, asserted or unasserted, that are capable of being released by private agreement (hereinafter collectively referred to as the “Claims”), and which (i) Employee may have or claim to have based upon or in any way related to Employee's employment or termination of
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(b)
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Release of Claims Under the Age Discrimination in Employment Act of 1967, as amended
. The Claims released by Employee pursuant to Section 4 also include any and all Claims arising under the Age Discrimination in Employment Act of 1967, as amended by the Older Workers' Benefit Protection Act of 1990.
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(c)
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Remedy for Breach of Promises
. If Employee commences, continues, joins in, or in any other manner attempts to assert any Claim released herein against the Released Parties, or otherwise breaches the promises made in this Agreement or the Employment Agreement (as defined below), Employee shall reimburse the Released Parties for all attorneys' fees incurred by the Released Parties in defending against such a Claim and URI shall have a right to the return of all amounts paid and the value of all benefits provided to Employee pursuant to this Agreement, and to cease furnishing to Employee any further payments and benefits described in this Agreement; provided that this right of return of such amounts and the cessation of payment of further amounts and benefits is without prejudice to the Released Parties' other rights hereunder, including any right to the general release of any and all Claims against the Released Parties.
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(d)
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Representations; Covenant Not to Sue.
Employee hereby agrees, represents and warrants to URI that (A) Employee has not filed, caused or permitted to be filed any pending proceeding (nor has Employee lodged a complaint with any governmental or quasi-governmental authority) against any of the other Released Parties, nor has Employee agreed to do any of the foregoing, (B) Employee has not assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged, distributed, or otherwise disposed of or conveyed to any third party any right or Claim against any of the Released Parties that has been released in this Agreement, (C) Employee has not directly or indirectly assisted any third party in filing, causing or assisting to be filed, any Claim against any of the Released Parties, and (D) Employee will not, and hereby waives Employee's right to, initiate or participate in any putative or certified class, collective or multi-party action/proceeding against any of the Released Parties. In addition, Employee shall not encourage or solicit or voluntarily assist or participate in any way in the filing, reporting or prosecution by himself/herself or any third party of a Claim against any of the Released Parties based upon or relating to any Claim released by Employee in this Agreement. Without limitation of the foregoing, Employee hereby gives up Employee's right to receive any financial benefit, including monetary recovery and/or reinstatement, from any lawsuit, action or settlement related to any Claim released pursuant to Section 4(a) hereof, whether the lawsuit or action is filed or the settlement is reached by Employee or anyone else.
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(e)
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Continued Confidentiality Obligation
. In consideration of the foregoing, from the date hereof forward, Employee will not, directly or indirectly, use or disclose the Company's trade secrets or other Confidential Information. For purposes of this Agreement, “Confidential Information” means information which is valuable to the Company and not generally known to the public, and includes, but is not limited to: business, strategic and marketing plans and forecasts, and the past results of such plans and forecasts; business, pricing and management methods; employee handbooks, operations manuals and best practices memoranda; finances, strategies, systems, research, surveys, plans, reports, recommendations and conclusions; names of, arrangements with, or other information relating to, the Company's customers, equipment suppliers, manufacturers, financiers, owners or operators, representatives and other persons who have business relationships with the Company or who are prospects for business relationships with the Company; technical information, work product and know-how; cost, operating, and other management information systems, and other software and programming; the name of any company or business, any part of which is or at any time was a candidate
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(f)
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Nondisparagement
. Employee hereby covenants and promises not to make any disparaging remarks or statements, orally or in writing, and regardless of whether or not such remarks or statements are truthful, nor take any actions, which (i) in any way could disparage the Company or any of the other Released Parties, or which could harm the reputation and/or goodwill of the Company or any of the other Released Parties, or (ii) in any way, directly or indirectly, could cause or encourage or condone the making of such statements or the taking of such actions by anyone else. Employee further agrees to refrain from any conduct, activity, or conversation which is intended to, or does, interfere with or disparage the relationships between the Company, and its customers, suppliers, shareholders, financiers, or others.
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(g)
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Cooperation with the Company
. Employee hereby agrees that Employee shall fully cooperate and assist the Company in any investigation or litigation or other dispute in which the Company is involved and regarding which the Employee has or may have information. Such cooperation and assistance shall be provided at a time and in a manner which is mutually agreeable to Employee and the Company, and may include tasks such as, but not limited to, participating in telephone interviews, providing documents or other materials, executing affidavits or declarations, submitting to depositions, providing testimony and generally cooperating with the Company in defending its position with reference to the litigation or other disputed matter. Employee will be reimbursed in accordance with the Company's expense reimbursement policy for any reasonable out-of-pocket expenses Employee may incur in fulfilling Employee's obligations under this subparagraph.
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(h)
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Continued Effect of Restrictive Covenants
. Nothing contained herein shall adversely affect or impair the Company's right to enforce any of the restrictive covenants or other post-employment obligations contained in the employment agreement between the Company and Employee, dated April 1, 2008 (the “Employment Agreement”). Employee agrees that Employee's post-employment obligations under the Employment Agreement shall remain in effect and enforceable in accordance with the terms of the Employment Agreement and Employee hereby reaffirms those obligations. Notwithstanding the forgoing, the consideration described in Section 2 above discharges any obligation of the Company to provide Employee with any payments that may be described within the Employment Agreement, and Employee has no right to any such payments now or in the future.
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(a)
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Sufficiency of Consideration
. The payments and benefits received by Employee pursuant to Section 2 of this Agreement in exchange for the release contained in Section 4 and the other promises contained in this Agreement, are greater in value than anything else which Employee may have otherwise been entitled under any other agreement or Company separation, benefit or compensation policy if Employee did not execute this Agreement;
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(b)
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No Other Wages or Benefits Due
. Except as described in this Agreement, Employee has been paid all wages and attendant benefits due Employee from the Company in consideration of the services Employee rendered while employed by the Company, including, but not limited to, vacation pay, sick or disability pay, overtime pay, holiday pay, expense reimbursement, bonuses, and any and all monetary or other benefits that are or were due Employee pursuant to any agreement or the policies of the Company in effect prior to the Separation Date. Employee affirms that Employee has no claim to, or interest in, any option/stock grants or LTIP units, or other equity or incentive compensation. (The provisions of this Section 5(b) shall not apply to any option/stock grants, or portions thereof, that were fully vested as of the Separation Date). Employee furthermore affirms that Employee has been provided and/or has not been denied any leave requested under the Family and Medical Leave Act and/or any applicable federal or state law, that Employee has not filed or caused to be filed any Claim related to such leave and that no basis for a Claim related thereto exists;
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(c)
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Entire Agreement; Prior Agreements
. This Agreement contains the entire agreement between Employee and the Company regarding the subject matter hereto and, as such, fully supersedes any and all prior agreements or understandings between Employee and the Company pertaining to the subject matter addressed in this Agreement;
provided, that,
this Agreement shall not supersede, replace, or otherwise affect in any manner, the restrictive covenant provisions or other post-employment obligations, including, without limitation, the non-competition provisions,
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(d)
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Tax Liability
. Employee agrees and acknowledges that Employee is solely liable and responsible for any taxes of any kind that result from this Agreement or the payments and benefits provided hereunder.
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(e)
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Repayment of Amounts Owed to the Company.
Employee agrees and acknowledges that the payments described in Section 2 may be reduced by any amount Employee owes to the Company including, but not limited to: overdrawn sick or vacation time; overpaid salary or commissions; outstanding loans, advances or relocation benefits; and personal expenses charged to the Company.
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Year Ended December 31,
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||||||||||||||
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2007
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2008
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2009
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2010
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2011
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||||||||||
Earnings:
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|
|
|
|
|
||||||||||
Income (loss) from continuing operations before provision (benefit) for
income taxes |
$
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578
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$
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(813
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)
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$
|
(107
|
)
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$
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(63
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)
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$
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164
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Add:
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|
|
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||||||||||
Fixed charges, net of capitalized interest
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251
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277
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288
|
279
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271
|
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|||||||||
Total earnings available for fixed charges
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829
|
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(536
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)
|
181
|
|
216
|
|
435
|
|
|||||
Fixed charges (1):
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|
|
|
|
|
||||||||||
Interest expense, net
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187
|
174
|
226
|
255
|
228
|
|
|||||||||
Add back interest income, which is netted in interest expense
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6
|
6
|
1
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1
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1
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|||||||||
Add back refinance charges/gains (losses) on bond repurchases/retirement of subordinated convertible debentures, included in interest expense
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—
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41
|
20
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(28
|
)
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(5
|
)
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|||||||
Interest expense—subordinated convertible debentures, net
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9
|
9
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(4
|
)
|
8
|
7
|
|
||||||||
Capitalized interest
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2
|
1
|
1
|
—
|
|
—
|
|
||||||||
Interest component of rent expense
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49
|
47
|
45
|
43
|
40
|
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|||||||||
Fixed charges
|
$
|
253
|
|
$
|
278
|
|
$
|
289
|
|
$
|
279
|
|
$
|
271
|
|
Ratio of earnings to fixed charges
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3.3x
|
|
—(2)(3)
|
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— (2)
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— (2)
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1.6x
|
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(1)
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Fixed charges consist of interest expense, which includes amortization of deferred finance charges, interest expense-subordinated debentures, capitalized interest and imputed interest on our lease obligations. The interest component of rent was determined based on an estimate of a reasonable interest factor at the inception of the leases.
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(2)
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Due to our losses for the years ended December 31, 2010, 2009 and 2008, the ratio coverage was less than 1:1 for these years. We would have had to have generated additional earnings of $63, $108 and $814 for the years ended December 31, 2010, 2009 and 2008 respectively, to have achieved coverage ratios of 1:1.
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(3)
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The loss for the year ended December 31, 2008 includes the effect of an $1,147 pretax non-cash goodwill impairment charge. The effect of this charge was to reduce the ratio of earnings to fixed charges. Had this charge been excluded from the calculation, the ratio of earnings to fixed charges would have been 2.2x for the year ended December 31, 2008.
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1.
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I have reviewed this Annual Report on Form 10-K of United Rentals, Inc. and United Rentals (North America), Inc. for the year ended December 31, 2011;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;
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4.
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The registrants’ other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants and have:
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a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrants, including their consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrants’ disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
|
disclosed in this report any change in the registrants’ internal control over financial reporting that occurred during the registrants’ most recent fiscal quarter (the registrants’ fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants’ internal control over financial reporting; and
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5.
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The registrants’ other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants’ auditors and the audit committee of the registrants’ board of directors (or persons performing the equivalent functions):
|
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
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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 24, 2012
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/
S
/ M
ICHAEL
J. K
NEELAND
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Michael J. Kneeland
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Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of United Rentals, Inc. and United Rentals (North America), Inc. for the year ended December 31, 2011;
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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.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this report;
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4.
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The registrants’ other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrants and have:
|
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
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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
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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
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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.
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January 24, 2012
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/s/ W
ILLIAM
B. P
LUMMER
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William B. Plummer
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Chief Financial Officer
|
1.
|
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
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.
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/s/ M
ICHAEL
J. K
NEELAND
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Michael J. Kneeland
|
Chief Executive Officer
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1.
|
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.
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Companies.
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/s/ W
ILLIAM
B. P
LUMMER
|
William B. Plummer
|
Chief Financial Officer
|