filings.toolsUnited Rentals (URI) 10-K risk factor changes: FY2016 vs FY2015
The 2016-12-31 10-K against the 2015-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A24 rewritten10 added6 removed442 unchanged
All filing items921 rewritten258 added359 removed2,553 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 258 added, 359 removed, 921 rewritten and 2,553 unchanged across 16 items that differ.
Sentences by item
20 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2016; struck-through words were in FY2015. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
24 rewritten, 10 added, 6 removed, 442 unchanged
[added: Additional risks and uncertainties not] presently known to us or that we currently deem immaterial may also impair our business operations.
An economic slowdown or a decrease in general economic activity could [added: cause weakness in our end markets and] have adverse effects on our revenues and operating results.
At December 31, [removed: 2015,] [added: 2016,] our total indebtedness was [removed: $8.2] [added: $7.8] billion.
At December 31, [removed: 2015,] [added: 2016,] we had $2.2 billion of indebtedness that bears interest at variable rates.
Our variable rate indebtedness currently represents [removed: 26] [added: 28] percent of our total indebtedness.
[removed: Since the March 2015 amendment] [added: As] of [removed: the ABL facility through] December 31, [removed: 2015,] [added: 2016,] specified availability under the ABL facility exceeded the required threshold and, as a result, the maintenance covenant was inapplicable.
Under our accounts receivable securitization facility, we are required, among other things, to maintain certain [added: financial tests relating to: (i) the default ratio, (ii) the]
[removed: financial tests relating to: (i) the default ratio, (ii) the] delinquency ratio, (iii) the dilution ratio and (iv) days sales outstanding.
From time-to-time we have also approached, or have been [removed: approached, to explore consolidation opportunities with] [added: approached by,] other public companies or large privately-held [removed: companies.][added: companies to explore consolidation opportunities.]
We cannot guarantee that we will repurchase our common stock pursuant to our [removed: recently announced] share repurchase program or that our share repurchase program will enhance long-term stockholder value.
The existence of a share repurchase program could cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market [removed: liquidity for our stock.]
There can be no assurance that any share repurchases will enhance stockholder value because the market price of our common stock may [added: decline below the levels at which we repurchased shares of stock.]
At December 31, [removed: 2015,] [added: 2016,] we had [removed: $3.2] [added: $3.3] billion of goodwill on our consolidated balance sheet.
[added: Although we believe we generally have competitive] pay packages, we can provide no assurance that our efforts to attract and retain our senior management staff will be successful.
The extent to which these strategies will achieve our desired efficiencies and goals in [removed: 2016] [added: 2017] and beyond is uncertain, as their success depends on a number of factors, some of which are beyond our control.
Disruptions in our information technology systems or a compromise of security with respect to our systems could adversely affect our operating results by limiting our [removed: capacity] [added: ability] to effectively monitor and control our [removed: operations.][added: operations, adjust to changing market conditions, implement strategic initiatives or support our online ordering system.]
[removed: Our] [added: We rely on our] information technology systems [removed: facilitate our ability] to [added: be able to] monitor and control our [removed: operations and] [added: operations,] adjust to changing market [removed: conditions.][added: conditions, implement strategic initiatives and support our online ordering system.]
[added: Any disruptions in these systems or] the [added: failure of these systems to operate as expected could, depending on the] magnitude of the problem, adversely affect our operating results by limiting our [removed: capacity] [added: ability] to effectively monitor and control our [removed: operations and] [added: operations,] adjust to changing market [removed: conditions.][added: conditions, implement strategic initiatives and service online orders.]
[removed: We] [added: Additionally, we] may not anticipate or combat all types of [added: future] attacks until after they have [removed: already] been launched.
If any of these breaches of security occur or are [removed: anticipated,] [added: anticipated in the future,] we could be required to expend additional capital and other resources, including costs to deploy additional personnel and protection technologies, train employees and engage third-party experts and consultants.
[removed: In addition, because our systems sometimes contain information about individuals and businesses, our] [added: Our] failure to appropriately maintain the security of the data we [removed: hold, whether as a result of our own error or the malfeasance or errors of others,] [added: hold] could [added: also] violate applicable privacy, data security and other laws and give rise to legal liabilities leading to lower revenues, increased costs and other material adverse effects on our results of operations.
Our [removed: 775] [added: 769] branch locations in the United States are located in 49 states, which exposes us to a host of different state and local regulations, in addition to federal law and regulatory and contractual requirements we face as a government contractor.
We currently have approximately 850 employees who are represented by unions and covered by collective bargaining agreements and approximately [removed: 11,850] [added: 11,650] employees who are not represented by unions.
[removed: Union organizing efforts or collective bargaining negotiations could potentially] lead to work stoppages and/or slowdowns or strikes by certain of our employees, which could adversely affect our ability to serve our customers.
Our business is cyclical in nature.
In October 2016, we paused repurchases under the program as we evaluated a number of potential acquisition opportunities.
As discussed in note 18 to the consolidated financial statements, on January 25, 2017, we entered into a definitive merger agreement with NES Rentals Holdings II, Inc. (“NES”), pursuant to which we have agreed to acquire NES in an all cash transaction.
We intend to complete the share repurchase program; however, we will re-evaluate the decision to do so as we integrate NES and assess other potential uses of capital.
liquidity for our stock.
We have, from time to time, experienced threats to our data and systems, including malware and computer virus attacks.
In addition, because our systems sometimes contain information about individuals and businesses, our failure to appropriately maintain the security of the data we hold, whether as a result of our own error or the malfeasance or errors of others, could lead to disruptions in our online ordering system or other data systems, unauthorized release of confidential or otherwise protected information or corruption of data.
Certain of our software applications are also utilized by third parties who provide outsourced administrative functions, which may increase the risk of a cybersecurity incident.
Although we maintain insurance coverage for various cybersecurity risks, there can be no guarantee that all costs or losses incurred will be fully insured.
Union organizing efforts or collective bargaining negotiations could potentially
Additional risks and uncertainties not
Our business is cyclical in nature and the economic downturn that commenced in the latter part of 2008 and continued through 2010, and the resulting decreases in North American construction and industrial activities, adversely affected our revenues and operating results by decreasing the demand for our equipment and the prices that we could charge.
Currently, we intend to complete the share repurchase program within 18 months of its initiation in November 2015.
decline below the levels at which we repurchased shares of stock.
Although we believe we generally have competitive
Any disruptions in these systems or the failure of these systems to operate as expected could, depending on
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
8 rewritten, 0 added, 1 removed, 9 unchanged
As of December 31, [removed: 2015,] [added: 2016,] we had an aggregate of $2.2 billion of indebtedness that bears interest at variable rates, comprised of borrowings under the ABL facility and the accounts receivable securitization facility.
See "Liquidity and Capital Resources" above for the amounts outstanding, and the interest rates thereon, as of December 31, [removed: 2015] [added: 2016] under the ABL facility and the accounts receivable securitization facility.
As of December 31, [removed: 2015,] [added: 2016,] based upon the amount of our variable rate debt outstanding, our annual after-tax earnings would decrease by approximately [removed: $13] [added: $14] for each one percentage point increase in the interest rates applicable to our variable rate debt.
For additional information concerning the terms of our variable rate debt, see note [removed: 12] [added: 11] to our consolidated financial statements.
At December 31, [removed: 2015,] [added: 2016,] we had an aggregate of [removed: $6.0] [added: $5.6] billion of indebtedness that bears interest at fixed rates.
A one percentage point decrease in market interest rates as of December 31, [removed: 2015] [added: 2016] would increase the fair value of our fixed rate indebtedness by approximately [removed: five] [added: six] percent.
For additional information concerning the fair value and terms of our fixed rate debt, see note [removed: 11] [added: 10] (see “Fair Value of Financial Instruments”) and note [removed: 12] [added: 11] to our consolidated financial statements.
Based upon the level of our Canadian operations during [removed: 2015] [added: 2016] relative to the Company as a whole, a 10 percent change in this exchange rate would cause our annual after-tax earnings to change by approximately [removed: $8.][added: $5.]
During the year ended December 31, 2015, the average Canadian exchange rate deteriorated by approximately 14 percent.
Item 1. Business
48 rewritten, 11 added, 12 removed, 195 unchanged
The table below presents key information about our business as of and for the years ended December 31, [removed: 2015] [added: 2016] and [removed: 2014.][added: 2015.]
| Total revenues (in millions) | [removed: $5,817] [added: $5,762] | | [removed: $5,685] [added: $5,817] |
| Equipment rental revenue percent of total revenues | [removed: 85%] [added: 86%] | | 85% |
| Year-over-year [added: (decrease)] increase in rental rates | [removed: 0.5%] [added: (2.2)%] | | [removed: 4.5%] [added: 0.5%] |
| Year-over-year increase in the volume of equipment on rent | [removed: 3.2%] [added: 3.1%] | | [removed: 9.6%] [added: 3.2%] |
| Time utilization | [removed: 67.3%] [added: 67.9%] | | [removed: 68.8%] [added: 67.3%] |
| Key account percent of equipment rental revenue [added: (1)] | [removed: 64%] [added: 70%] | | 64% |
| National account percent of equipment rental revenue | [removed: 44%] [added: 45%] | | [removed: 43%] [added: 44%] |
| Fleet original equipment cost (“OEC”) (in billions) | [removed: 8.73] [added: $8.99] | | [removed: 8.44] [added: $8.73] |
| Equipment classes | [removed: 3,300] [added: 3,200] | | 3,300 |
| Equipment units | [removed: 430,000] [added: 440,000] | | 430,000 |
| Fleet age in months | [removed: 43.1] [added: 45.2] | | [removed: 43.0] [added: 43.1] |
| Percent of fleet that is current on manufacturer's recommended maintenance | [removed: 92%] [added: 90%] | | [removed: 93%] [added: 92%] |
| Aerial work platforms | 32% | | [removed: 33%] [added: 32%] |
| General tools and light equipment | [removed: 10%] [added: 8%] | | 10% |
| Power and HVAC (heating, ventilating and air conditioning) equipment | [removed: 6%] [added: 7%] | | 6% |
| Trench safety equipment | [removed: 5%] [added: 6%] | | 5% |
| Pumps | 4% | | [removed: 3%] [added: 4%] |
| Rental locations | [removed: 897] [added: 887] | | [removed: 881] [added: 897] |
| Approximate number of districts per region | [removed: 6-9] [added: 7-9] | | [removed: 4-7] [added: 6-9] |
| Total employees | [removed: 12,700] [added: 12,500] | | [removed: 12,500] [added: 12,700] |
| Estimated market share [added: (2)] | [removed: 11.7%] [added: 9.7%] | | [removed: 12.0%] [added: 10.1%] |
| Estimated North American equipment rental industry revenue growth | [removed: 6%] [added: 4%] | | [removed: 7%] [added: 6%] |
| United Rentals equipment rental revenue [removed: growth (1)] [added: (decrease) increase] | [removed: 2.7%] [added: (0.2)%] | | [removed: 14.8%] [added: 2.7%] |
| [removed: 2016] [added: 2017] projected North American industry equipment rental revenue growth | [removed: 6%] [added: 3.5%] | | \- |
| Top 10 customers percent of total revenues | 6% | | [removed: 5%] [added: 6%] |
| Largest supplier percent of capital expenditures | [removed: 21%] [added: 22%] | | [removed: 24%] [added: 21%] |
| Top 10 supplier percent of capital expenditures | [removed: 66%] [added: 62%] | | [removed: 68%] [added: 66%] |
For additional [added: financial] information [removed: concerning the National Pump acquisition,] [added: regarding our geographic diversity,] see note 3 to our consolidated financial statements.
In [removed: 2016,] [added: 2017,] we expect to continue our disciplined focus on increasing our profitability and return on invested capital.
| • | [removed: The implementation of] [added: A continued focus on] “Lean” management techniques, including kaizen processes focused on continuous [removed: improvement, through a program we call Operation United 2.] [added: improvement.] As of December 31, [removed: 2015,] [added: 2016,] we have trained over 3,100 employees, over 70 percent of our district managers and over 60 percent of our branch managers on the Lean kaizen process. We continue to implement this program across our branch network, with the objectives of: reducing the cycle time associated with renting our equipment to customers; improving invoice accuracy and service quality; reducing the elapsed time for equipment pickup and delivery; and improving the effectiveness and efficiency of our repair and maintenance operations. As discussed in note [removed: 5] [added: 4] to our consolidated financial statements, in the fourth quarter of 2015, we initiated a restructuring program focused on cost savings throughout the organization partially due to the Lean initiatives not fully generating the anticipated cost savings due to lower than expected rental volume in 2015. [removed: The savings generated from Lean initiatives are partially dependent on rental volume, and, though we have not yet] [added: We closed this restructuring program in the fourth quarter of 2016. We] achieved the anticipated [removed: level of] [added: run rate savings from the] Lean [removed: savings, we] [added: initiatives in 2016 and] expect to continue to [removed: achieve] [added: generate] savings [removed: through the Lean] [added: from these] initiatives; [removed: and] |
| • | The continued expansion of our trench, power and pump footprint, as well as our tools offering, and the cross-selling of these services throughout our network. We plan to open at least [removed: 14] [added: 17] specialty rental branches/tool hubs in [removed: 2016] [added: 2017] and continue to invest in specialty rental fleet to further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings. |
In [removed: 2015,] [added: 2016,] based on an analysis of our charge account customers’ Standard Industrial Classification (“SIC”) codes:
We estimate that, in [removed: 2015,] [added: 2016,] North American equipment rental industry revenue grew approximately [removed: 6] [added: 4] percent [added: year-over-year, with substantially all of the growth in the U.S. In 2016, our full year rental revenue decreased by approximately 0.2 percent] year-over-year.
Excluding the adverse impact from currency, rental revenue would have increased [removed: 4.3] [added: 0.2] percent year-over-year.
In [removed: 2016,] [added: 2017,] based on our analyses of industry forecasts and macroeconomic indicators, we expect that the majority of our end markets will continue to [removed: recover and drive] [added: experience solid] demand for equipment rental services.
Specifically, we expect that North American industry equipment rental revenue will increase approximately [removed: 6 percent.][added: 4 percent, with similar growth, on a constant currency basis, expected in both the U.S. and Canada.]
We have [removed: 897] [added: 887] rental locations in 49 U.S. states and [removed: 10] [added: every] Canadian [removed: provinces] [added: province] and serve customers that range from Fortune 500 companies to small businesses and homeowners.
[removed: For additional] [added: Segment] financial information [removed: regarding our geographic diversity, see] [added: is presented in] note [removed: 4] [added: 3] to our consolidated financial statements.
In [removed: 2015,] [added: 2016,] our employees enhanced their skills through approximately [removed: 460,000] [added: 500,000] hours of training, including safety training, sales and leadership training, equipment-related training from our suppliers and online courses covering a variety of relevant subjects.
| | 2016 | | 2015 |
| (1) | The key account percent of equipment rental revenue reflects the customers designated as key accounts as of December 31, 2016 or 2015. The increase in the key account percent of equipment rental revenue in 2016 primarily reflects additional customers that were designated as key accounts in 2016. If the list of customers designated as key accounts as of December 31, 2016 was applied to 2015, the key account percent of equipment rental revenue for 2015 would have been 69 percent. |
| (2) | Market share is calculated based on total equipment rental industry revenues as measured by the American Rental Association ("ARA"). In 2015, we reported an estimated market share of 11.7 percent. ARA subsequently increased the total amount of estimated equipment rental industry revenues based on new data from the economic census. The |
estimated 2015 market share reported above reflects this increase in the total estimated equipment rental industry revenues.
| • | The implementation of Project XL, which is a set of eight specific work streams focused on driving profitable growth through revenue opportunities and generating incremental profitability through cost savings across our business; and |
| | |
| --- | --- |
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| --- | --- |
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| | 2015 | | 2014 |
(1) In April 2014, we acquired National Pump.
The results of National Pump's operations have been included in our consolidated financial statements since the acquisition date.
National Pump was the second largest specialty pump rental company in North America, and was a leading supplier of pumps for energy and petrochemical customers, with upstream oil and gas customers representing about half of its revenue.
2014 equipment rental revenues grew by 12 percent year-over-year on a pro forma basis (that is, assuming United Rentals and National Pump were combined for the full years 2014 and 2013).
The estimated industry growth reflects growth of approximately 7 percent and 1 percent in the U.S. and Canada, respectively, on a constant currency basis.
In 2015, we increased our full year rental revenue by approximately 2.7 percent year-over-year.
Our rental revenue performance reflects volume and pricing pressure on our general rental business and our Pump Solutions region associated with upstream oil and gas customers.
The expected industry growth reflects growth of approximately 7 percent and 1 percent in the U.S. and Canada, respectively, on a constant currency basis.
Segment financial information is presented in note 4 to our consolidated financial statements.
In 2015, we reorganized certain of our regions to arrive at the current general rentals' region structure.
This software can be
An excerpt. Shown here: 40 of 48 rewritten, all 11 added and all 12 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2016 filing and the FY2015 filing.
Item 3. Legal Proceedings
1 rewritten, 0 added, 0 removed, 2 unchanged
A description of legal proceedings can be found in note [removed: 14] [added: 13] to our consolidated financial statements, included in this report at Item 8—Financial Statements and Supplementary Data, and is incorporated by reference into this Item 3.
Cover and table of contents
28 rewritten, 1 added, 5 removed, 163 unchanged
FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2015][added: 2016]
As of June 30, [removed: 2015] [added: 2016] there were [removed: 95,368,939] [added: 86,725,103] shares of United Rentals, Inc. common stock outstanding.
The aggregate market value of common stock held by non-affiliates (defined as other than directors, executive officers and 10 percent beneficial owners) at June 30, [removed: 2015] [added: 2016] was approximately [removed: $8.30] [added: $5.18] billion, calculated by using the closing price of the common stock on such date on the New York Stock Exchange of [removed: $87.62.][added: $67.10.]
As of January [removed: 25, 2016,] [added: 23, 2017,] there were [removed: 90,970,229] [added: 84,310,531] shares of United Rentals, Inc. common stock outstanding.
Documents incorporated by reference: Portions of United Rentals, Inc.’s Proxy Statement related to the [removed: 2016] [added: 2017] Annual Meeting of Stockholders, which is expected to be filed with the Securities and Exchange Commission on or before March 21, [removed: 2016,] [added: 2017,] are incorporated by reference into Part III of this annual report.
| Item 1 | [removed: [Business](#sA9C8B726D1B2C3C4D622EE6F45814AD0)] [added: [Business](#s5F678FB562A9B9D6C7E9689FA2A01400)] | [removed: [1](#sA9C8B726D1B2C3C4D622EE6F45814AD0)] [added: [1](#s5F678FB562A9B9D6C7E9689FA2A01400)] |
| Item 1A | [Risk [removed: Factors](#s752F51F2956079AB2D1AEE6F45B1B2D6)] [added: Factors](#sD9217AAE920F2DB526F2689FA2DA81C8)] | [removed: [7](#s752F51F2956079AB2D1AEE6F45B1B2D6)] [added: [7](#sD9217AAE920F2DB526F2689FA2DA81C8)] |
| Item 1B | [Unresolved Staff [removed: Comments](#s0316D6B69014FA37A6A8EE6F45D4CE4C)] [added: Comments](#s382B42AF2180A0C10B79689FA2F8A0BD)] | [removed: [18](#s0316D6B69014FA37A6A8EE6F45D4CE4C)] [added: [18](#s382B42AF2180A0C10B79689FA2F8A0BD)] |
| Item 2 | [removed: [Properties](#s64AAD3FB919161099E0FEE6F46061D0C)] [added: [Properties](#sD482361C015981B3D5F5689FA31492CC)] | [removed: [18](#s64AAD3FB919161099E0FEE6F46061D0C)] [added: [18](#sD482361C015981B3D5F5689FA31492CC)] |
| Item 3 | [Legal [removed: Proceedings](#s5BFF306C1F65D3C80085EE6F46267D5A)] [added: Proceedings](#s45AE73ED550786146E4E689FA346D55B)] | [removed: [19](#s5BFF306C1F65D3C80085EE6F46267D5A)] [added: [19](#s45AE73ED550786146E4E689FA346D55B)] |
| Item 4 | [(Removed and [removed: Reserved)](#sDA4169F95787B05CA8A1EE6F46585D19)] [added: Reserved)](#s22317C742A6CFBCEC5D1689FA3680F97)] | [removed: [19](#sDA4169F95787B05CA8A1EE6F46585D19)] [added: [19](#s22317C742A6CFBCEC5D1689FA3680F97)] |
| Item 5 | [Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s8E843B57A03779BC7671EE6F05167773)] [added: Securities](#sA96779A765D9237A1333689F87F50DF6)] | [removed: [19](#s8E843B57A03779BC7671EE6F05167773)] [added: [19](#sA96779A765D9237A1333689F87F50DF6)] |
| Item 6 | [Selected Financial [removed: Data](#s383ED2F15D137981122CEE6F022443C5)] [added: Data](#s3E243F037EA7EF83A13D689F826CBFA4)] | [removed: [21](#s383ED2F15D137981122CEE6F022443C5)] [added: [21](#s3E243F037EA7EF83A13D689F826CBFA4)] |
| Item 7 | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#sD7DE24E1DD0AE5B36426EE6F041AF036)] [added: Operations](#s1BE00FE7ABC7A3395E59689F832E535E)] | [removed: [22](#sD7DE24E1DD0AE5B36426EE6F041AF036)] [added: [22](#s1BE00FE7ABC7A3395E59689F832E535E)] |
| Item 7A | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#sF04E0DB5F5F5E1130C3DEE6F47881217)] [added: Risk](#sEAC29FE7492F1826A717689FA51C2B1F)] | [removed: [39](#sF04E0DB5F5F5E1130C3DEE6F47881217)] [added: [39](#sEAC29FE7492F1826A717689FA51C2B1F)] |
| Item 8 | [Financial Statements and Supplementary [removed: Data](#s110A898DB140E7C80829EE6F47A583F2)] [added: Data](#s33E1370D048D89649812689FA53A175E)] | [removed: [41](#s110A898DB140E7C80829EE6F47A583F2)] [added: [41](#s33E1370D048D89649812689FA53A175E)] |
| Item 9 | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#s8048198C9A8B299E7DFAEE6F4ED148AC)] [added: Disclosure](#sA6A8C0BCB67D7FEE92A4689FAC106055)] | [removed: [87](#s8048198C9A8B299E7DFAEE6F4ED148AC)] [added: [82](#sA6A8C0BCB67D7FEE92A4689FAC106055)] |
| Item 9A | [Controls and [removed: Procedures](#sF1486F88BE43E2E9711FEE6F4EF03C66)] [added: Procedures](#s0102C6DD0A93C12403E6689FAC3FF88D)] | [removed: [87](#sF1486F88BE43E2E9711FEE6F4EF03C66)] [added: [82](#s0102C6DD0A93C12403E6689FAC3FF88D)] |
| Item 9B | [Other [removed: Information](#s643E215243C8AB3F8B05EE6F4F762EBE)] [added: Information](#s2FC48E40E7D3BEACC752689FACB7B31C)] | [removed: [90](#s643E215243C8AB3F8B05EE6F4F762EBE)] [added: [84](#s2FC48E40E7D3BEACC752689FACB7B31C)] |
| Item 10 | [Directors, Executive Officers and Corporate [removed: Governance](#sC17A206C39D627507CB2EE6F4FCAFF36)] [added: Governance](#sD31C570FC3666716CE14689FAD0EB4A9)] | [removed: [91](#sC17A206C39D627507CB2EE6F4FCAFF36)] [added: [85](#sD31C570FC3666716CE14689FAD0EB4A9)] |
| Item 11 | [Executive [removed: Compensation](#s0AAEF146A613E50EA02AEE6F4FEC4C58)] [added: Compensation](#sA4251D431D2C7A7A5EA2689FAD2D008B)] | [removed: [91](#s0AAEF146A613E50EA02AEE6F4FEC4C58)] [added: [85](#sA4251D431D2C7A7A5EA2689FAD2D008B)] |
| Item 12 | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s92408A43BA56F331CCCAEE6F501DBCEA)] [added: Matters](#sB9CC3FEB63BF1C7610A8689FAD6B8888)] | [removed: [91](#s92408A43BA56F331CCCAEE6F501DBCEA)] [added: [85](#sB9CC3FEB63BF1C7610A8689FAD6B8888)] |
| Item 13 | [Certain Relationships and Related Transactions, and Director [removed: Independence](#sE33FC03411EFDE15B937EE6F503E581A)] [added: Independence](#s008E2C9C158E4556642C689FAD8022BC)] | [removed: [91](#sE33FC03411EFDE15B937EE6F503E581A)] [added: [85](#s008E2C9C158E4556642C689FAD8022BC)] |
| Item 14 | [Principal Accountant Fees and [removed: Services](#sB88005AEF1A206B59116EE6F507023B9)] [added: Services](#s26E5B82C62AE8686E31B689FADB268D9)] | [removed: [91](#sB88005AEF1A206B59116EE6F507023B9)] [added: [85](#s26E5B82C62AE8686E31B689FADB268D9)] |
| Item 15 | [Exhibits and Financial Statement [removed: Schedules](#s8702D8F791DBF3D5A74DEE6F2F6532F3)] [added: Schedules](#s089B318868F33F828336689F8DA88A59)] | [removed: [92](#s8702D8F791DBF3D5A74DEE6F2F6532F3)] [added: [86](#s089B318868F33F828336689F8DA88A59)] |
| • | the possibility that [removed: National Pump1 or other] companies that we have acquired or may acquire, in our specialty business or otherwise, could have undiscovered liabilities or involve other unexpected costs, may strain our management capabilities or may be difficult to integrate; |
| • | our significant indebtedness (which totaled [removed: $8.2] [added: $7.8] billion at December 31, [removed: 2015)] [added: 2016)] 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; |
Unless otherwise indicated, the information under Items 1, 1A and 2 is as of January 1, [removed: 2016.][added: 2017.]
10-K 1 uri-2016123110k.htm 10-K
10-K 1 uri-2015123110k.htm 10-K
| | |
| --- | --- |
_______________
| 1. | In April 2014, we acquired assets of the following four entities: National Pump & Compressor, Ltd., Canadian Pump and Compressor Ltd., GulfCo Industrial Equipment, LP and LD Services, LLC (collectively “National Pump”). |
Item 2. Properties
23 rewritten, 0 added, 0 removed, 24 unchanged
As of January 1, [removed: 2016,] [added: 2017,] we operated [removed: 897] [added: 887] rental locations.
[removed: 775] [added: 769] of these locations are in the United States and [removed: 122] [added: 118] are in Canada.
| ● | Alabama (GR 19, TPP 5) | ● | Maine (GR 2) | ● | Ohio (GR [removed: 15,] [added: 12,] TPP 4) |
| ● | Arizona (GR [removed: 13,] [added: 12,] TPP 2) | ● | Massachusetts (GR 6, TPP 2) | ● | Oregon (GR 9, TPP 2) |
| ● | Arkansas (GR 11, TPP 1) | ● | Michigan (GR 4, TPP [removed: 1)] [added: 2)] | ● | Pennsylvania (GR [removed: 14,] [added: 12,] TPP 5) |
| ● | California (GR 61, TPP [removed: 17)] [added: 18)] | ● | Minnesota (GR [removed: 8,] [added: 9,] TPP [removed: 1)] [added: 3)] | ● | Rhode Island (GR 1) |
| ● | Colorado (GR [removed: 12,] [added: 11,] TPP 3) | ● | Mississippi (GR 12) | ● | South Carolina (GR 12, TPP [removed: 2)] [added: 4)] |
| ● | Delaware (GR 2, TPP 1) | ● | Montana (GR 1) | ● | Tennessee (GR [removed: 18,] [added: 16,] TPP [removed: 3)] [added: 4)] |
| ● | Florida (GR 25, TPP 12) | ● | Nebraska (GR [removed: 4,] [added: 3,] TPP 1) | ● | Texas (GR 95, TPP [removed: 25)] [added: 26)] |
| ● | Georgia (GR 22, TPP [removed: 3)] [added: 5)] | ● | Nevada (GR 4, TPP 3) | ● | Utah (GR 2, TPP 3) |
| ● | Illinois (GR [removed: 15,] [added: 14,] TPP 3) | ● | New Jersey (GR 8, TPP 4) | ● | Virginia (GR [removed: 17,] [added: 18,] TPP 5) |
| ● | Indiana (GR [removed: 10,] [added: 8,] TPP 1) | ● | New Mexico (GR [removed: 10, TPP 1)] [added: 8)] | ● | Washington (GR 18, TPP 5) |
| ● | Iowa (GR [removed: 11,] [added: 9,] TPP 1) | ● | New York (GR [removed: 13)] [added: 16)] | ● | West Virginia (GR 5) |
| ● | Kansas (GR 12) | ● | North Carolina (GR [removed: 21,] [added: 20,] TPP 6) | ● | Wisconsin (GR 8, TPP 1) |
| ● | Kentucky (GR 9) | ● | North Dakota (GR 6, TPP [removed: 3)] [added: 2)] | ● | Wyoming (GR 5) |
| ● | Louisiana (GR [removed: 26,] [added: 25,] TPP 10) | | | | |
| ● | Alberta (GR [removed: 23,] [added: 22,] TPP 9) | | | | |
| ● | British Columbia (GR [removed: 18,] [added: 17,] TPP 4) | | | | |
| ● | Quebec (GR [removed: 7,] [added: 5,] TPP 1) | | | | |
We own [removed: 107] [added: 106] of our branch locations and lease the other branch locations.
We have a fleet of approximately [removed: 7,900] [added: 7,800] vehicles.
Approximately [removed: 53] [added: 50] percent of this fleet is leased and the balance is owned.
Additionally, we maintain other corporate facilities, including in Shelton, Connecticut, where we occupy approximately 12,000 square feet under a lease that expires in [removed: 2016,] [added: 2021,] and in Scottsdale, Arizona, where we occupy approximately 20,000 square feet under a lease that expires in 2018.
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
3 rewritten, 10 added, 10 removed, 30 unchanged
As of January 1, [removed: 2016,] [added: 2017,] there were [removed: 78] [added: 72] holders of record of our common stock.
The following table provides information about acquisitions of Holdings’ common stock by Holdings during the fourth quarter of [removed: 2015:][added: 2016:]
| (1) | In October [removed: 2015,] [added: 2016,] November [removed: 2015] [added: 2016] and December [removed: 2015, 7,004, 7,653] [added: 2016, 443, 153] and [removed: 2,348] [added: 1,267] shares, respectively, were withheld by Holdings to satisfy tax withholding obligations upon the vesting of restricted stock unit awards. These shares were not acquired pursuant to any repurchase plan or program. |
| 2016: | | | | | | | | |
| First Quarter | | $ | 71.51 | | | $ | 41.90 | |
| Second Quarter | | 76.04 | | | | 56.01 | | |
| Third Quarter | | 84.63 | | | | 61.92 | | |
| Fourth Quarter | | 109.90 | | | | 70.58 | | |
| October 1, 2016 to October 31, 2016 | 506,380 | | (1) | $ | 79.06 | | | 505,937 | | | — | | |
| November 1, 2016 to November 30, 2016 | 153 | | (1) | $ | 84.48 | | | — | | | — | | |
| December 1, 2016 to December 31, 2016 | 1,267 | | (1) | $ | 106.18 | | | — | | | — | | |
| Total | 507,800 | | | $ | 79.13 | | | 505,937 | | | $ | 372,997,032 | |
| (2) | On July 21, 2015, our Board authorized a $1 billion share repurchase program. In October 2016, we paused repurchases under the program as we evaluated a number of potential acquisition opportunities. As discussed in note 18 to the consolidated financial statements, on January 25, 2017, we entered into a definitive merger agreement to acquire NES in an all cash transaction. We intend to complete the share repurchase program; however, we will re-evaluate the decision to do so as we integrate NES and assess other potential uses of capital. |
| 2014: | | | | | | | | |
| First Quarter | | $ | 96.51 | | | $ | 74.32 | |
| Second Quarter | | 108.46 | | | | 85.01 | | |
| Third Quarter | | 119.83 | | | | 103.60 | | |
| Fourth Quarter | | 119.35 | | | | 88.34 | | |
| October 1, 2015 to October 31, 2015 | 7,004 | | (1) | $ | 73.45 | | | — | | | — | | |
| November 1, 2015 to November 30, 2015 | 481,264 | | (1) | $ | 74.98 | | | 473,611 | | | — | | |
| December 1, 2015 to December 31, 2015 | 1,183,845 | | (1) | $ | 71.94 | | | 1,181,497 | | | — | | |
| Total | 1,672,113 | | | $ | 72.82 | | | 1,655,108 | | | $ | 889,514,940 | |
| (2) | On December 1, 2014, our Board authorized a $750 million share repurchase program, which we intended to complete within 18 months of its initiation, and which was completed in October 2015. On July 21, 2015, our Board authorized a new $1 billion share repurchase program which commenced upon completion of the $750 million share repurchase program. We intend to complete the $1 billion program within 18 months of its initiation in November 2015. The shares purchased in the table above include shares purchased under both the $750 million program and the $1 billion program. The remaining amount in the table above pertains to the current $1 billion share repurchase program. |
Item 6. Selected Financial Data
248 rewritten, 65 added, 74 removed, 470 unchanged
The following selected financial data reflects the results of operations and balance sheet data as of and for the years ended December 31, [removed: 2011] [added: 2012] to [removed: 2015.][added: 2016.]
| [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | |
| Total revenues | $ | [removed: 5,817] [added: 5,762] | | | $ | [removed: 5,685] [added: 5,817] | | | $ | [removed: 4,955] [added: 5,685] | | | $ | [removed: 4,117] [added: 4,955] | | | $ | [removed: 2,611] [added: 4,117] | |
| Total cost of revenues | [removed: 3,337] [added: 3,359] | | | | [removed: 3,253] [added: 3,337] | | | | [removed: 2,968] [added: 3,253] | | | | [removed: 2,530] [added: 2,968] | | | | [removed: 1,713] [added: 2,530] | | |
| Gross profit | [removed: 2,480] [added: 2,403] | | | | [removed: 2,432] [added: 2,480] | | | | [removed: 1,987] [added: 2,432] | | | | [removed: 1,587] [added: 1,987] | | | | [removed: 898] [added: 1,587] | | |
| Selling, general and administrative expenses | [removed: 714] [added: 719] | | | | [removed: 758] [added: 714] | | | | [removed: 642] [added: 758] | | | | [removed: 588] [added: 642] | | | | [removed: 407] [added: 588] | | |
| Merger related costs | [added: — | | | |] (26 | | ) | | 11 | | | | 9 | | | | 111 | | | [removed: | 19 | | |]
| Restructuring charge | [added: 14 | | | |] 6 | | | | (1 | | ) | | 12 | | | | 99 | | | [removed: | 19 | | |]
| Non-rental depreciation and amortization | [removed: 268] [added: 255] | | | | [removed: 273] [added: 268] | | | | [removed: 246] [added: 273] | | | | [removed: 198] [added: 246] | | | | [removed: 57] [added: 198] | | |
| Operating income | [removed: 1,518] [added: 1,415] | | | | [removed: 1,391] [added: 1,518] | | | | [removed: 1,078] [added: 1,391] | | | | [removed: 591] [added: 1,078] | | | | [removed: 396] [added: 591] | | |
| Interest expense, net | [removed: 567] [added: 511] | | | | [removed: 555] [added: 567] | | | | [removed: 475] [added: 555] | | | | [removed: 512] [added: 475] | | | | [removed: 228] [added: 512] | | |
| Interest expense-subordinated convertible debentures | — | | | | — | | | | [removed: 3] [added: —] | | | | [removed: 4] [added: 3] | | | | [removed: 7] [added: 4] | | |
| Other income, net | [removed: (12] [added: (5] | | ) | | [removed: (14] [added: (12] | | ) | | [removed: (5] [added: (14] | | ) | | [removed: (13] [added: (5] | | ) | | [removed: (3] [added: (13] | | ) |
| Income before provision for income taxes | [removed: 963] [added: 909] | | | | [removed: 850] [added: 963] | | | | [removed: 605] [added: 850] | | | | [removed: 88] [added: 605] | | | | [removed: 164] [added: 88] | | |
| Provision for income taxes | [removed: 378] [added: 343] | | | | [removed: 310] [added: 378] | | | | [removed: 218] [added: 310] | | | | [removed: 13] [added: 218] | | | | [removed: 63] [added: 13] | | |
| Net income | [removed: 585] [added: 566] | | | | [removed: 540] [added: 585] | | | | [removed: 387] [added: 540] | | | | [removed: 75] [added: 387] | | | | [removed: 101] [added: 75] | | |
| Basic earnings per share | $ | [removed: 6.14] [added: 6.49] | | | $ | [removed: 5.54] [added: 6.14] | | | $ | [removed: 4.14] [added: 5.54] | | | $ | [removed: 0.91] [added: 4.14] | | | $ | [removed: 1.62] [added: 0.91] | |
| Diluted earnings per share | $ | [removed: 6.07] [added: 6.45] | | | $ | [removed: 5.15] [added: 6.07] | | | $ | [removed: 3.64] [added: 5.15] | | | $ | [removed: 0.79] [added: 3.64] | | | $ | [removed: 1.38] [added: 0.79] | |
| | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | |
| Total assets [removed: (1)] | $ | [removed: 12,083] [added: 11,988] | | | $ | [removed: 12,129] [added: 12,083] | | | $ | [removed: 10,876] [added: 12,129] | | | $ | [removed: 10,648] [added: 10,876] | | | $ | [removed: 3,976] [added: 10,648] | |
| Total debt [removed: (1)] | [removed: 8,162] [added: 7,790] | | | | [removed: 7,962] [added: 8,162] | | | | [removed: 7,078] [added: 7,962] | | | | [removed: 7,196] [added: 7,078] | | | | [removed: 2,924] [added: 7,196] | | |
| Subordinated convertible debentures | — | | | | — | | | | — | | | | [removed: 55] [added: —] | | | | 55 | | |
| Stockholders’ equity | [removed: 1,476] [added: 1,648] | | | | [removed: 1,796] [added: 1,476] | | | | [removed: 1,828] [added: 1,796] | | | | [removed: 1,543] [added: 1,828] | | | | [removed: 64] [added: 1,543] | | |
Our customer service network consists of [removed: 897] [added: 887] rental locations in the United States and Canada as well as centralized call centers and online capabilities.
These include a fleet of rental equipment with a total original equipment cost (“OEC”), based on the initial consideration paid, of [removed: $8.7] [added: $9.0] billion, and a national branch network that operates in 49 U.S. states and every Canadian province, and serves 99 of the 100 largest metropolitan areas in the United States.
We offer approximately [removed: 3,300] [added: 3,200] classes of equipment for rent to construction and industrial companies, manufacturers, utilities, municipalities, homeowners, government entities and other customers.
In [removed: 2015,] [added: 2016,] equipment rental revenues represented [removed: 85] [added: 86] percent of our total revenues.
In [removed: 2016,] [added: 2017,] we expect to continue our disciplined focus on increasing our profitability and return on invested capital.
| • | [removed: The implementation of] [added: A continued focus on] “Lean” management techniques, including kaizen processes focused on continuous [removed: improvement, through a program we call Operation United 2.] [added: improvement.] As of December 31, [removed: 2015,] [added: 2016,] we have trained over 3,100 employees, over 70 percent of our district managers and over 60 percent of our branch managers on the Lean kaizen process. We continue to implement this program across our branch network, with the objectives of: reducing the cycle time associated with renting our equipment to customers; improving invoice accuracy and service quality; reducing the elapsed time for equipment pickup and delivery; and improving the effectiveness and efficiency of our repair and maintenance operations. As discussed in note [removed: 5] [added: 4] to our consolidated financial statements, in the fourth quarter of 2015, we initiated a restructuring program focused on cost savings throughout the organization partially due to the Lean initiatives not fully generating the anticipated cost savings due to lower than expected rental volume in 2015. [removed: The savings generated from Lean initiatives are partially dependent on rental volume, and, though we have not yet] [added: We closed this restructuring program in the fourth quarter of 2016. We] achieved the anticipated [removed: level of] [added: run rate savings from the] Lean [removed: savings, we] [added: initiatives in 2016 and] expect to continue to [removed: achieve] [added: generate] savings [removed: through the Lean] [added: from these] initiatives; [removed: and] |
| • | The continued expansion of our trench, power and pump footprint, as well as our tools offering, and the cross-selling of these services throughout our network. We plan to open at least [removed: 14] [added: 17] specialty rental branches/tool hubs in [removed: 2016] [added: 2017] and continue to invest in specialty rental fleet to further position United Rentals as a single source provider of total jobsite solutions through our extensive product and service resources and technology offerings. |
In [removed: 2016,] [added: 2017,] based on our analyses of industry forecasts and macroeconomic indicators, we expect that the majority of our end markets will continue to [removed: recover and drive] [added: experience solid] demand for equipment rental services.
Specifically, we expect that North American industry equipment rental revenue will increase approximately [removed: 6 percent.][added: 4 percent, with similar growth, on a constant currency basis, expected in both the U.S. and Canada.]
In April 2014, we acquired certain assets of the following [removed: four] entities: National Pump & Compressor, Ltd., Canadian Pump and Compressor Ltd., GulfCo Industrial Equipment, LP and LD Services, LLC (collectively “National Pump”).
National Pump was the second largest specialty pump rental company in North America, and was a leading supplier of pumps [added: for energy and petrochemical customers.]
[removed: For additional information concerning the National Pump acquisition, see] [added: See] note [removed: 3] [added: 4] to our consolidated financial [removed: statements.][added: statements for additional information.]
For the full year [removed: 2015 we achieved:][added: 2016:]
| • | [removed: A year-over-year increase of 0.5] [added: Rental rates decreased 2.2] percent [removed: in rental rates;] [added: year-over-year;] |
| • | [removed: A year-over-year increase of 3.2 percent in the] [added: The] volume of OEC on [removed: rent;] [added: rent increased 3.1 percent year-over-year;] |
| • | [removed: 64] [added: 70] percent of equipment rental revenue [added: was] derived from key accounts, [removed: which] [added: as compared to 64 percent in 2015. The increase in the key account percent of equipment rental revenue primarily reflects additional customers that were designated as key accounts in 2016. If the list of customers designated as key accounts as of December 31, 2016] was [removed: flat with 2014.] [added: applied to 2015, the key account percent of equipment rental revenue would have increased slightly from 2015.] Key accounts are each managed by a single point of contact to enhance customer service; and |
| • | [removed: An increase] [added: The number] of [removed: 12] rental locations in our higher margin trench, power and pump (also referred to as "specialty") segment [removed: in 2015, comprised of nine locations in] [added: increased by eight year-over-year, after] the [removed: United States and three in Canada.] [added: addition of 14 cold starts.] |
National Pump had annual revenues of approximately $210.
| • | The implementation of Project XL, which is a set of eight specific work streams focused on driving profitable growth through revenue opportunities and generating incremental profitability through cost savings across our business; and |
| • | Time utilization was 67.9 percent, an increase of 60 basis points year-over-year; |
| • | Issued $750 principal amount of 5 7/8 percent Senior Notes due 2026; |
| • | Issued $750 principal amount of 5 1/2 percent Senior Notes due 2027; |
The tax rates applied to the adjustments items below reflect the statutory rates in the applicable entity.
| Tax rate applied to items below | 38.2 | | % | | | | | | 38.6 | | % | | | | | | 38.7 | | % | | | | |
| Net income | $ | 566 | | | $ | 585 | | | $ | 540 | |
| EBITDA | 2,665 | | | | 2,774 | | | | 2,599 | | |
| Merger related costs (1) | — | | | | (26 | | ) | | 11 | | |
| Restructuring charge (2) | 14 | | | | 6 | | | | (1 | | ) |
| Stock compensation expense, net (3) | 45 | | | | 49 | | | | 74 | | |
| Impact of the fair value mark-up of acquired RSC fleet (4) | 35 | | | | 29 | | | | 35 | | |
| Adjusted EBITDA | $ | 2,759 | | | $ | 2,832 | | | $ | 2,718 | |
The EBITDA decrease primarily reflects decreased profit from equipment rentals and sales of rental equipment, and the impact of the merger credit recognized during the year ended December 31, 2015 associated with a decline in the fair value of the contingent cash consideration component of the National Pump purchase price due to lower than expected financial performance compared to agreed upon financial targets.
The decrease in the EBITDA margin primarily reflects decreased margins from equipment rentals and the impact of the National Pump merger credit recognized during the year ended December 31, 2015.
The decrease in the adjusted EBITDA margin primarily reflects decreased margins from equipment rentals.
| | 2016 | | | | 2015 | | | | 2014 | | | | 2016 | | 2015 |
2016 total revenues of $5.8 billion decreased 0.9 percent compared with 2015.
The revenue decrease primarily reflects a 7.8 percent decrease in sales of rental equipment due primarily to a decrease in the volume of equipment sold through wholesale channels.
Rental revenue decreased 0.2 percent, primarily due to a 2.2 percent rental rate decrease, partially offset by a 3.1 percent increase in the volume of OEC on rent, which included the adverse impact of currency.
Excluding the adverse impact from currency, rental revenue would have increased 0.2 percent year-over-year.
Acquisition Accounting.
Changes in assumptions or estimates could
We continued to monitor the Pump Solutions reporting unit for impairment following the November 30, 2015 test.
The improvement in the margin by which the Pump Solutions reporting unit’s estimated fair value exceeded its carrying amount in the October 1, 2016 test as compared to the November 30, 2015 test primarily reflects (i) a reduction in the Pump Solutions reporting unit’s carrying value primarily due to the depreciation and amortization of its assets, as well as a reduction in its working capital and (ii) improvement in the Pump Solutions reporting unit’s revenue mix in its long term forecast largely due to having a smaller portion of revenue attributable to upstream oil and gas customers, which have experienced significant
volatility in recent years, and a larger portion of revenue attributable to downstream oil and gas, construction, municipality and mining customers.
We also performed a sensitivity analysis related to the discount rate and long-term growth rate used in the October 1, 2016 test by: (i) increasing the discount rate by 50 basis points and (ii) reducing the long-term growth rate by 25 basis points.
The Pump Solutions reporting unit passed step one of the goodwill impairment test under the sensitivity test.
| Equipment rentals | $ | 4,166 | | | $ | 775 | | | $ | 4,941 | |
| Total revenue | $ | 4,908 | | | $ | 854 | | | $ | 5,762 | |
2016 equipment rentals of $4.9 billion decreased $8, or 0.2 percent, as compared to 2015.
Excluding the adverse impact from currency, rental revenue would have increased 0.2 percent year-over-year.
General rentals equipment rentals decreased $75, or 1.8 percent, as compared to 2015, primarily reflecting decreased rental rates partially offset by a 2.9 percent increase in the volume of OEC on rent, which included the adverse impact of currency.
sales.
The fourth quarter of 2016 includes $6 of restructuring charges associated with the restructuring program we initiated in the fourth quarter of 2015 and closed in the fourth quarter of 2016, which is discussed further in note 4 to our consolidated financial statements.
Additionally, as discussed in note 11 to our consolidated financial statements, in the fourth quarter of 2016, we redeemed $850 principal amount of our 7 5/8 percent Senior Notes due 2022 and issued $750 principal amount of 5 1/2 percent Senior Notes due 2027.
Upon the partial redemption of the 7 5/8 percent Senior Notes due 2022, we recognized a loss of $65 in interest expense, net.
The loss represented the difference between the net carrying amount and the total purchase price of the redeemed notes.
We completed the restructuring program in the fourth quarter of 2016.
(1) In 2015, we adopted accounting guidance on the presentation of debt issuance costs.
This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability.
Adopting this guidance resulted in reductions to both total assets and total debt, which are presented for all periods above in accordance with this new guidance.
In 2015, we also adopted accounting guidance that requires that deferred tax liabilities and assets be classified as non-current in the balance sheet.
Adopting this guidance resulted in a reduction to total assets, which are presented for all periods above in accordance with this new guidance.
| | |
| --- | --- |
The expected industry growth reflects growth of approximately 7 percent and 1 percent in the U.S. and Canada, respectively, on a constant currency basis.
for energy and petrochemical customers, with upstream oil and gas customers representing about half of its revenue.
| • | Time utilization of 67.3 percent decreased 150 basis points year-over-year. In 2015, time utilization was impacted by volume and pricing pressure on our general rental business and our Pump Solutions region associated with upstream oil and gas customers. Excluding the branches with the most exposure to upstream oil and gas, time utilization decreased 40 basis points year-over-year; |
These actions, which are discussed in note 12 to our consolidated financial statements, include:
| • | In March 2014, we issued $525 aggregate principal amount of 6 1/8 percent Senior Notes as an add on to our existing 6 1/8 percent Senior Notes. |
| • | In March 2014, we issued $850 aggregate principal amount of 5 3/4 percent Senior Notes. |
| • | In April 2014, we redeemed all of our 9 1/4 percent Senior Notes. |
| • | In April 2015, we redeemed all of our 5 3/4 percent Senior Secured Notes and 8 3/8 percent Senior Subordinated Notes. |
In addition to the matters discussed above, our 2015 performance reflects increased gross profit from equipment rentals.
| Interest expense—subordinated convertible debentures | — | | | | — | | | | 3 | | |
| Loss on sale of software subsidiary | — | | | | — | | | | 1 | | |
| Loss on sale of software subsidiary (5) | — | | | | — | | | | (1 | | ) |
| Loss on retirement of subordinated convertible debentures | — | | | | — | | | | (2 | | ) |
Pump purchase price.
The EBITDA and adjusted EBITDA increases include the impact of the National Pump acquisition discussed above.
The increases in the EBITDA and adjusted EBITDA margins primarily reflect increased margins from equipment rentals and sales of rental equipment.
(and consumption, if any, can be measured).
As discussed above, in April 2014, we acquired National Pump, and the results of National Pump's operations have been included in our consolidated financial statements since the acquisition date.
2014 total revenues of $5.7 billion increased 14.7 percent compared with 2013.
There are two components of rental mix that impact equipment rentals: 1) the type of equipment rented and 2) the duration of the rental contract (daily, weekly and monthly).
In 2014, the favorable impact of changes in the mix of equipment rented, including the impact of the acquisition of National Pump, was partially offset by an increase in the proportion of equipment rentals generated from monthly rental contracts, which results in equipment rentals increasing at a lesser rate than the volume of OEC on rent, but produces higher margins as there are less transaction costs.
We believe that the rate and volume improvements for 2014 reflected improvements in our operating environment and the execution of our strategy.
Additionally, sales of rental equipment increased 11.0 percent, primarily reflecting increased volume and improved pricing.
"RPP") revenue.
Purchase Price Allocation.
(including our own acquisitions).
All of the assets in the Pump Solutions reporting unit were acquired in the April 2014 National Pump acquisition discussed above.
As all of the assets in the Pump Solutions reporting unit were recorded at fair value as of the April 2014 acquisition date, we expected the percentage by which the Pump Solutions reporting unit’s fair value exceeded its carrying value to be significantly less than the equivalent percentages determined for our other reporting units.
by 3.3 percent.
As of December 31, 2015 and 2014, there were no held-for-sale assets in our consolidated balance sheets.
Our methodology for
In 2015, we reorganized certain of our regions to arrive at the current general rentals' region structure.
We monitor the margin variances and confirm the expectation of future convergence on a quarterly basis.
An excerpt. Shown here: 40 of 248 rewritten, 40 of 65 added and 40 of 74 removed. The counts are complete. For every sentence, read Item 6. Selected Financial Data in the FY2016 filing and the FY2015 filing.
Item 8. Financial Statements and Supplementary Data
475 rewritten, 159 added, 247 removed, 931 unchanged
We have audited the accompanying consolidated balance sheets of United Rentals, Inc. as of December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, [removed: 2015.][added: 2016.]
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of United Rentals, Inc. at December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2015,] [added: 2016,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), United Rentals, Inc.’s internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated January [removed: 27, 2016] [added: 25, 2017] expressed an unqualified opinion thereon.
[removed: January 27,] [added: |] 2016 [added: | | | | | | | | | | | |]
| | [added: 2016 | | | |] 2015 | | | | 2014 | | |
| Cash and cash equivalents | $ | [removed: 179] [added: 312] | | | $ | [removed: 158] [added: 179] | |
| Accounts receivable, net of allowance for doubtful accounts of [removed: $55] [added: $54] at December 31, [removed: 2015] [added: 2016] and [removed: $43] [added: $55] at December 31, [removed: 2014] [added: 2015] | [removed: 930] [added: 920] | | | | [removed: 940] [added: 930] | | |
| Inventory | [removed: 69] [added: 68] | | | | [removed: 78] [added: 69] | | |
| Prepaid expenses and other assets | [removed: 116] [added: 61] | | | | [removed: 122] [added: 116] | | |
| Total current assets | [removed: 1,294] [added: 1,361] | | | | [removed: 1,298] [added: 1,294] | | |
| Rental equipment, net | [removed: 6,186] [added: 6,189] | | | | [removed: 6,008] [added: 6,186] | | |
| Property and equipment, net | [removed: 445] [added: 430] | | | | [removed: 438] [added: 445] | | |
| Goodwill | [removed: 3,243] [added: 3,260] | | | | [removed: 3,272] [added: 3,243] | | |
| Other intangible assets, net | [removed: 905] [added: 742] | | | | [removed: 1,106] [added: 905] | | |
| Other long-term assets | [removed: 10] [added: 6] | | | | [removed: 7] [added: 10] | | |
| Total assets | $ | [removed: 12,083] [added: 11,988] | | | $ | [removed: 12,129] [added: 12,083] | |
| Short-term debt and current maturities of long-term debt | $ | [removed: 607] [added: 597] | | | $ | [removed: 618] [added: 607] | |
| Accounts payable | [removed: 271] [added: 243] | | | | [removed: 285] [added: 271] | | |
| Accrued expenses and other liabilities | [removed: 355] [added: 344] | | | | [removed: 575] [added: 355] | | |
| Total current liabilities | [removed: 1,233] [added: 1,184] | | | | [removed: 1,478] [added: 1,233] | | |
| Long-term debt | [removed: 7,555] [added: 7,193] | | | | [removed: 7,344] [added: 7,555] | | |
| Deferred taxes | [removed: 1,765] [added: 1,896] | | | | [removed: 1,444] [added: 1,765] | | |
| Other long-term liabilities | [removed: 54] [added: 67] | | | | [removed: 65] [added: 54] | | |
| Total liabilities | [removed: 10,607] [added: 10,340] | | | | [removed: 10,331] [added: 10,607] | | |
| Common stock—$0.01 par value, 500,000,000 shares authorized, [removed: 111,586,585] [added: 111,985,215] and [removed: 91,776,436] [added: 84,222,042] shares issued and outstanding, respectively, at December 31, [removed: 2015] [added: 2016] and [removed: 108,233,686] [added: 111,586,585] and [removed: 97,877,580] [added: 91,776,436] shares issued and outstanding, respectively, at December 31, [removed: 2014] [added: 2015] | 1 | | | | 1 | | |
| Additional paid-in capital | [removed: 2,197] [added: 2,288] | | | | [removed: 2,168] [added: 2,197] | | |
| Retained earnings | [removed: 1,088] [added: 1,654] | | | | [removed: 503] [added: 1,088] | | |
| Treasury stock at [removed: cost—19,810,149] [added: cost—27,763,173] and [removed: 10,356,106] [added: 19,810,149] shares at December 31, [removed: 2015] [added: 2016] and December 31, [removed: 2014,] [added: 2015,] respectively | [removed: (1,560] [added: (2,077] | | ) | | [removed: (802] [added: (1,560] | | ) |
| Accumulated other comprehensive loss | [removed: (250] [added: (218] | | ) | | [removed: (74] [added: (250] | | ) |
| Total stockholders’ equity | [removed: 1,476] [added: 1,648] | | | | [removed: 1,796] [added: 1,476] | | |
| Total liabilities and stockholders’ equity | $ | [removed: 12,083] [added: 11,988] | | | $ | [removed: 12,129] [added: 12,083] | |
| | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |
| Equipment rentals | $ | [removed: 4,949] [added: 4,941] | | | $ | [removed: 4,819] [added: 4,949] | | | $ | [removed: 4,196] [added: 4,819] | |
| Sales of rental equipment | [removed: 538] [added: 496] | | | | [removed: 544] [added: 538] | | | | [removed: 490] [added: 544] | | |
| Sales of new equipment | [removed: 157] [added: 144] | | | | [removed: 149] [added: 157] | | | | [removed: 104] [added: 149] | | |
| Contractor supplies sales | 79 | | | | [removed: 85] [added: 79] | | | | [removed: 87] [added: 85] | | |
| Service and other revenues | [removed: 94] [added: 102] | | | | [removed: 88] [added: 94] | | | | [removed: 78] [added: 88] | | |
| Total revenues | [removed: 5,817] [added: 5,762] | | | | [removed: 5,685] [added: 5,817] | | | | [removed: 4,955] [added: 5,685] | | |
| Cost of equipment rentals, excluding depreciation | [removed: 1,826] [added: 1,862] | | | | [removed: 1,806] [added: 1,826] | | | | [removed: 1,634] [added: 1,806] | | |
| Depreciation of rental equipment | [removed: 976] [added: 990] | | | | [removed: 921] [added: 976] | | | | [removed: 852] [added: 921] | | |
| Balance at December 31, 2015 | 92 | | | $ | 1 | | | $ | 2,197 | | | $ | 1,088 | | | 20 | | | $ | (1,560 | ) | | $ | (250 | ) |
| Fixed price diesel swaps | | | | | | | | | | | | | | | | | | | | | | | 4 | | |
| Excess tax benefits from share-based payment arrangements, net | | | | | | | | 56 | | | | | | | | | | | | | | | | | |
| Balance at December 31, 2016 | 84 | | | $ | 1 | | | $ | 2,288 | | | $ | 1,654 | | | 28 | | | $ | (2,077 | ) | | $ | (218 | ) |
| Net income | $ | 566 | | | $ | 585 | | | $ | 540 | |
Acquisition Accounting
We continued to monitor the Pump Solutions reporting unit for impairment following the November 30, 2015 test.
For the goodwill impairment test that was conducted as of October 1, 2016 for our Pump Solutions reporting unit, we utilized a discount rate of 14.0 percent and a long-term terminal growth rate of 3.0 percent beyond our planning period.
The improvement in the margin by which the Pump Solutions reporting unit’s estimated fair value exceeded its carrying amount in the October 1, 2016 test as compared to the November 30, 2015 test primarily reflects (i) a reduction in the Pump Solutions reporting unit’s carrying value primarily due to the depreciation and amortization of its assets, as well as a reduction in its working capital and (ii) improvement in the Pump Solutions reporting unit’s revenue mix in its long term forecast largely due to having a smaller portion of revenue attributable to upstream oil and gas customers, which have experienced significant volatility in recent years, and a larger portion of revenue attributable to downstream oil and gas, construction, municipality and mining customers.
We also performed a sensitivity analysis related to the discount rate and long-term growth rate used in the October 1, 2016 test by: (i) increasing the discount rate by 50 basis points and (ii) reducing the long-term growth rate by 25 basis points.
The Pump Solutions reporting unit passed step one of the goodwill impairment test under the sensitivity test.
Customers have the option of
These costs may include the development costs for branded content and advertising campaigns.
contingencies (including legal contingencies) and the fair values of financial instruments.
Leases.
In March 2016, the FASB issued guidance (“Topic 842”) to increase transparency and comparability among organizations by requiring i) recognition of lease assets and lease liabilities on the balance sheet and ii) disclosure of key information about leasing arrangements.
The accounting applied by lessors under Topic 842 is largely unchanged from previous GAAP.
Some changes to the lessor accounting guidance were made to align both of the following: i) the lessor accounting guidance with certain changes made to the lessee accounting guidance and ii) key aspects of the lessor accounting model with revenue recognition guidance.
Topic 842 will be effective for fiscal years and interim periods beginning after December 15, 2018, and early adoption is permitted.
A modified retrospective approach is required for adoption for all leases that exist at or commence after the date of initial application with an option to use certain practical expedients.
We are currently assessing whether we will early adopt, and the impact on our financial statements is not currently estimable.
Improvements to Employee Share-Based Payment Accounting.
In March 2016, the FASB issued guidance to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.
Different components of the guidance require prospective, retrospective and/or modified retrospective adoption.
Statement of Cash Flows.
In August 2016, the FASB issued guidance to reduce the diversity in the presentation of certain cash receipts and cash payments presented and classified in the statement of cash flows.
The guidance addresses the following specific cash flow issues: (1) debt prepayment or debt extinguishment costs, (2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing, (3) contingent consideration payments made after a business combination, (4) proceeds from the settlement of insurance claims, (5) proceeds from settlement of corporate-owned life insurance policies, including bank-owned life insurance policies, (6) distributions received from equity method investees, (7) beneficial interests in securitization transitions and (8) separately identifiable cash flows and application of predominance principle.
The guidance will be effective for fiscal years and interim
periods beginning after December 15, 2017, and early adoption is permitted.
The guidance requires retrospective adoption.
We expect to adopt this guidance when effective, and do not expect the guidance to have a significant impact on our financial statements.
The presentation of insurance proceeds received for damage to our equipment is the primary item that we expect to change as a result of this guidance.
For the year ended December 31, 2016, $12 of insurance proceeds received for damage to equipment was included in operating activities on our consolidated statements of cash flows.
Under the new guidance, these proceeds would be included in investing activities on our consolidated statements of cash flows.
Measurement of Credit Losses on Financial Instruments.
In June 2016, the FASB issued guidance that will require companies to present assets held at amortized cost and available for sale debt securities net of the amount expected to be collected.
The guidance requires the measurement of expected credit losses to be based on relevant information from past events, including historical experiences, current conditions and reasonable and supportable forecasts that affect collectibility.
The new guidance will be effective for fiscal years and interim periods beginning after December 15, 2019 and early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.
Different components of the guidance require modified retrospective and/or prospective adoption.
We are currently assessing whether we will early adopt, and the impact on our financial statements is not currently estimable.
As discussed in Note 2 to the consolidated financial statements, the Company changed its presentation of debt issuance costs as a result of the adoption of the amendments to the FASB Accounting Standards Codification resulting from Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, effective March 31, 2015 and the Company changed the classification of all deferred tax assets and liabilities to noncurrent on the balance sheet as a result of the adoption of the amendments to the FASB Accounting Standards Codification resulting from Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes, effective December 31, 2015.
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Temporary equity | — | | | | 2 | | |
| Interest expense—subordinated convertible debentures | — | | | | — | | | | 3 | | |
| Balance at January 1, 2013 | 93 | | | $ | 1 | | | $ | 1,997 | | | $ | (424 | ) | | 3 | | | $ | (115 | ) | | $ | 84 | |
| Conversion of subordinated convertible debentures | 1 | | | | | | | 40 | | | | | | | | | | | | | | | | | |
(1)Primarily reflects amortization of the original issue discount on the 4 percent Convertible Senior Notes (an amount equal to the unamortized portion of the original issue discount is reflected as “temporary equity” in our consolidated balance sheet) and cash received from the option counterparties to our convertible note hedges associated with conversions of a portion of our 4 percent Convertible Senior Notes.
See note 12 to our consolidated financial statements for additional detail.
| Loss on sale of software subsidiary | — | | | | — | | | | 1 | | |
| Loss on retirement of subordinated convertible debentures | — | | | | — | | | | 2 | | |
Certain reclassifications of prior years’ amounts have been made to conform to the current year’s presentation (see note 2 to our consolidated financial statements for a summary of accounting standards adopted in 2015 that resulted in changes to our previously reported financial statements).
costs are charged to expense as incurred.
Purchase Price Allocation
All of the assets in the Pump Solutions reporting unit were acquired in the National Pump acquisition.
As all of the assets in the Pump Solutions reporting unit were recorded at fair value as of the April 2014 acquisition date, we expected the percentage by which the Pump Solutions reporting unit’s fair value exceeded its carrying value to be significantly less than the equivalent percentages determined for our other reporting units.
In April 2014, we completed the acquisition of National Pump.
Inventory.
In July 2015, the FASB issued guidance that requires an entity to measure inventory at the lower of cost or net realizable value.
Current GAAP requires that an entity measure inventory at the lower of cost or market, and market under current GAAP could be replacement cost, net realizable value, or net realizable value less a normal profit margin.
Early adoption is permitted.
Business Combinations.
In September 2015, the FASB issued guidance to simplify the accounting for adjustments made during the measurement period to provisional amounts recognized in a business combination.
This guidance requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the period in which the adjustment amount is determined.
The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.
In addition the acquirer is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date.
Guidance Adopted in the Fourth Quarter of 2015
Simplifying the Presentation of Debt Issuance Costs.
In April 2015, the FASB issued guidance on the presentation of debt issuance costs.
This guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability.
We early adopted this guidance retrospectively during the fourth quarter of 2015.
As a result of adopting this guidance, total assets and total liabilities as of December 31, 2014 decreased as discussed below.
Balance Sheet Classification of Deferred Taxes.
In November 2015, the FASB issued guidance that requires that deferred tax liabilities and assets be classified as non-current in the balance sheet.
We early adopted this guidance retrospectively during
the fourth quarter of 2015.
The impact of adopting the above guidance as of December 31, 2014 was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | Deferred tax current assets | | | | Total current assets | | | | Other long-term assets | | | | Total assets | | | | Long-term debt | | | | Deferred tax long-term liabilities | | | | Total liabilities | | | | Total liabilities and stockholders' equity | | |
An excerpt. Shown here: 40 of 475 rewritten, 40 of 159 added and 40 of 247 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2016 filing and the FY2015 filing.
Item 9A. Controls and Procedures
8 rewritten, 1 added, 1 removed, 28 unchanged
The Company’s management carried out an evaluation, under the supervision and with participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act, as of December 31, [removed: 2015.][added: 2016.]
Based on the evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, [removed: 2015.][added: 2016.]
Under the supervision of our Chief Executive Officer and Chief Financial Officer, our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2015.][added: 2016.]
Based on this assessment, our management has concluded that the Company’s internal control over financial reporting was effective as of December 31, [removed: 2015.][added: 2016.]
We have audited United Rentals, Inc. internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria).
In our opinion, United Rentals, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2015,] [added: 2016,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of United Rentals, Inc. as of December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] and the related consolidated statements of income, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, [removed: 2015] [added: 2016] and our report dated January [removed: 27, 2016] [added: 25, 2017] expressed an unqualified opinion thereon.
There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2015] [added: 2016] that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
January 25, 2017
January 27, 2016
Item 10. Directors, Executive Officers and Corporate Governance
1 rewritten, 0 added, 0 removed, 2 unchanged
The information required by this Item is incorporated by reference to the applicable information in our Proxy Statement related to the [removed: 2016] [added: 2017] Annual Meeting of Stockholders (the [removed: “2016] [added: “2017] Proxy Statement”), which is expected to be filed with the SEC on or before March 21, [removed: 2016.][added: 2017.]
Item 11. Executive Compensation
1 rewritten, 0 added, 0 removed, 2 unchanged
The information required by this Item is incorporated by reference to the applicable information in the [removed: 2016] [added: 2017] Proxy Statement, which is expected to be filed with the SEC on or before March 21, [removed: 2016.][added: 2017.]
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
1 rewritten, 0 added, 0 removed, 2 unchanged
The information required by this Item is incorporated by reference to the applicable information in the [removed: 2016] [added: 2017] Proxy Statement, which is expected to be filed with the SEC on or before March 21, [removed: 2016.][added: 2017.]
Item 13. Certain Relationships and Related Transactions, and Director Independence
1 rewritten, 0 added, 0 removed, 2 unchanged
The information required by this Item is incorporated by reference to the applicable information in the [removed: 2016] [added: 2017] Proxy Statement, which is expected to be filed with the SEC on or before March 21, [removed: 2016.][added: 2017.]
Item 14. Principal Accountant Fees and Services
1 rewritten, 0 added, 0 removed, 3 unchanged
The information required by this Item is incorporated by reference to the applicable information in the [removed: 2016] [added: 2017] Proxy Statement, which is expected to be filed with the SEC on or before March 21, [removed: 2016.][added: 2017.]
Item 15. Exhibits and Financial Statement Schedules
50 rewritten, 1 added, 3 removed, 235 unchanged
United Rentals, Inc. Consolidated Balance Sheets at December 31, [removed: 2015] [added: 2016] and [removed: 2014][added: 2015]
United Rentals, Inc. Consolidated Statements of Income for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013][added: 2014]
United Rentals, Inc. Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013][added: 2014]
United Rentals, Inc. Consolidated Statements of Stockholders' Equity for the years ended December [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013][added: 2014]
United Rentals, Inc. Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013][added: 2014]
| 3 | | (b) | By-laws of United Rentals, Inc., amended as of [removed: December 20, 2010] [added: September 8, 2016] (incorporated by reference to Exhibit 3.1 of the United Rentals, Inc. Report on Form 8-K filed on [removed: December 23, 2010)] [added: September 14, 2016)] |
| 4 | | (b) | [removed: Indenture,dated] [added: Indenture, dated] as of March 9, 2012, relating to 7 [removed: 3/8] [added: 5/8] percent Senior Notes due [removed: 2020,] [added: 2022,] between UR Financing Escrow Corporation and Wells Fargo Bank, National Association, as Trustee (including the Form of Note) (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012) |
| 4 | | (c) | First Supplemental Indenture, dated as of April 30, 2012, relating to 7 [removed: 3/8] [added: 5/8] percent Senior Notes due [removed: 2020,] [added: 2022,] among UR Financing Escrow [removed: Corporation.] [added: Corporation,] UR Merger Sub Corporation, United Rentals, Inc., the subsidiaries named [removed: therein,] [added: therein] and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012) |
| 4 | | (d) | Indenture, dated as of [removed: March 9,] [added: October 30,] 2012, relating to [removed: 7 5/8] [added: 6 1/8] percent Senior Notes due [removed: 2022, between UR Financing Escrow Corporation] [added: 2023, among United Rentals (North America), Inc., United Rentals, Inc., the subsidiaries named therein] and Wells Fargo Bank, National Association, as Trustee (including the Form of Note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on [removed: March 12,] [added: October 30,] 2012) |
| 4 | | [removed: (e)] [added: (h)] | [removed: First Supplemental Indenture, dated as of April 30, 2012, relating to 7 5/8] [added: Indenture for the 5 7/8] percent [removed: Senior] Notes due [removed: 2022,] [added: 2026, dated as of May 13, 2016,] among [removed: UR Financing Escrow Corporation, UR Merger Sub Corporation,] United [added: Rentals (North America), Inc. (the “Company”), United] Rentals, Inc., the [added: Company’s] subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee [added: (including the Form of 2026 Note)] (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. Report on Form 8-K filed on May [removed: 3, 2012)] [added: 13, 2016)] |
| 4 | | [removed: (f)] [added: (e)] | [removed: Indenture, dated as of October 30, 2012, relating to 6 1/8] [added: Indenture for the 5 3/4] percent [removed: Senior] Notes due [removed: 2023,] [added: 2024, dated as of March 26, 2014,] among United Rentals (North America), Inc., United Rentals, Inc., [removed: the] [added: United Rentals (North America), Inc.’s] subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee (including the Form of [added: 2024] Note) (incorporated by reference to Exhibit 4.1 of the United Rentals, Inc. [added: and United Rentals (North America), Inc.] Report on Form 8-K filed on [removed: October 30, 2012)] [added: March 26, 2014)] |
| 4 | | [removed: (g)] [added: (i)] | [removed: Indenture, dated as of January 19, 2011, relating to 8 1/4] [added: Indenture for the 5 1/2] percent [removed: Senior] Notes due [removed: 2021,] [added: 2027, dated as of November 7, 2016,] among [removed: RSC Equipment Rental,] [added: United Rentals (North America), Inc. (the “Company”), United Rentals,] Inc., [removed: RSC Holdings III, LLC] [added: the Company’s subsidiaries named therein] and Wells Fargo Bank, National Association, as Trustee (including the Form of [added: 2027] Note) (incorporated by reference to Exhibit 4.1 of the [removed: RSC Holdings] [added: United Rentals,] Inc. Report on Form 8-K filed on [removed: January 20, 2011)] [added: November 7, 2016)] |
| 4 | | [removed: (h)] [added: (g)] | [removed: First Supplemental Indenture, dated as of April 30, 2012, relating to RSC 8 1/4] [added: Indenture for the 5 1/2] percent [removed: Senior] Notes due [removed: 2021, between UR Merger Sub Corporation] [added: 2025, dated as of March 26, 2015, among United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein] and Wells Fargo Bank, National Association, as Trustee [added: (including the Form of 2025 Note)] (incorporated by reference to Exhibit [removed: 4.10] [added: 4.2] of the United Rentals, Inc. Report on Form 8-K filed on [removed: May 3, 2012)] [added: March 26, 2015)] |
| 4 | | [removed: (i)] [added: (f)] | [removed: Second Supplemental Indenture, dated as of April 30, 2012, relating to RSC 8 1/4] [added: Indenture for the 4 5/8] percent [removed: Senior] Notes due [removed: 2021,] [added: 2023, dated as of March 26, 2015,] among [removed: UR Merger Sub Corporation,] [added: United Rentals (North America), Inc. (the “Company”), United Rentals, Inc.,] the [added: Company’s] subsidiaries named therein and Wells Fargo Bank, National Association, as Trustee [added: and Notes Collateral Agent (including the Form of 2023 Note)] (incorporated by reference to Exhibit [removed: 4.11] [added: 4.1] of the United Rentals, Inc. Report on Form 8-K filed on [removed: May 3, 2012)] [added: March 26, 2015)] |
| [removed: 4] [added: 10] | | [removed: (j)] [added: (eee)] | [removed: Indenture,] [added: Amended and Restated Security Agreement,] dated as of March 26, [removed: 2014,] [added: 2015, by and] among United [added: Rentals, Inc., United] Rentals (North America), Inc., [added: certain subsidiaries of] United Rentals, [removed: Inc.,] [added: Inc. and] United Rentals (North America), [removed: Inc.’s subsidiaries named therein] [added: Inc.] and Wells Fargo Bank, [removed: National Association,] [added: N.A.,] as [added: Note] Trustee [removed: (including the Form of 2024 Note)] [added: and Collateral Agent] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.1] of the United Rentals, Inc. [removed: and United Rentals (North America), Inc.] Report on Form 8-K filed on March 26, [removed: 2014)] [added: 2015)] |
| [removed: 4] [added: 10] | | [removed: (k)] [added: (ppp)] | [removed: Indenture for the 4 5/8 percent Notes,] [added: Intercreditor Agreement,] dated as of March [removed: 26, 2015,] [added: 9, 2012] among [removed: United Rentals (North America), Inc. (the “Company”), United Rentals, Inc., the Company’s subsidiaries named therein] [added: Bank of America, N.A. as credit agreement agent] and Wells Fargo Bank, National [removed: Association,] [added: Association] as [removed: Trustee] [added: notes trustee] and [removed: Notes Collateral Agent (including] [added: second lien collateral agent, acknowledged by UR Merger Sub Corporation,] the [removed: Form of 2023 Note)] [added: Company and certain other grantors] (incorporated by reference to Exhibit [removed: 4.1] [added: 10.5] of the United Rentals, Inc. Report on Form 8-K filed on March [removed: 26, 2015)] [added: 12, 2012)] |
| [removed: 4] [added: 10] | | [removed: (l)] [added: (xx)] | [removed: Indenture for the 5 1/2 percent Notes,] [added: Second Amended and Restated U.S. Security Agreement,] dated as of March [removed: 26,] [added: 31,] 2015, among United [added: Rentals, Inc., United] Rentals (North America), [removed: Inc. (the “Company”), United Rentals,] Inc., [removed: the Company’s] [added: certain] subsidiaries [removed: named] [added: of United Rentals, Inc. and United Rentals (North America), Inc. referred to] therein and [removed: Wells Fargo Bank, National Association, as Trustee (including the Form] [added: Bank] of [removed: 2025 Note)] [added: America, N.A., as agent] (incorporated by reference to Exhibit [removed: 4.2] [added: 10.2] of the United Rentals, Inc. Report on Form 8-K filed on [removed: March 26,] [added: April 1,] 2015) |
| 10 | | [removed: (ss)*] [added: (ss)] | Employment Agreement, effective as of January 20, 2016 between United Rentals, Inc. and Jeffrey Fenton‡ |
| 10 | | [removed: (tt)*] [added: (tt)] | Employment Agreement, effective as of January 20, 2016 between United Rentals, Inc. and Craig Pintoff‡ |
| 10 | | [removed: (ww)] [added: (aaa)] | Second Amended and Restated U.S. [removed: Security] [added: Guarantee] Agreement, dated as of March 31, 2015, among United Rentals, Inc., United Rentals (North America), Inc., [added: and] certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. referred to therein [removed: and] [added: in favor of] Bank of America, N.A., as agent (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] of the United Rentals, Inc. Report on Form 8-K filed on April 1, 2015) |
| 10 | | [removed: (xx)] [added: (yy)] | Amended and Restated U.S. Intellectual Property Security Agreement, dated as of October 14, 2011, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed on October 17, 2011) |
| 10 | | [removed: (yy)] [added: (zz)] | Supplement to the Intellectual Property Security Agreement, dated as of April 30, 2012, among InfoManager, Inc., United Rentals Realty, LLC and Wynne Systems, Inc. (incorporated by reference to Exhibit 10.9 of the United Rentals, Inc. Report on Form 8-K filed on May 3, 2012) |
| 10 | | [removed: (zz)] [added: (bbb)] | Second Amended and Restated [removed: U.S. Guarantee] [added: Canadian Security] Agreement, dated as of March 31, 2015, among United [removed: Rentals, Inc., United] Rentals [removed: (North America),] [added: of Canada,] Inc., [removed: and] certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. referred to therein [removed: in favor of] [added: and] Bank of America, N.A., as agent (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] of the United Rentals, Inc. Report on Form 8-K filed on April 1, 2015) |
| 10 | | [removed: (aaa)] [added: (ddd)] | Second Amended and Restated Canadian [removed: Security] [added: Guarantee] Agreement, dated as of March 31, 2015, [removed: among] [added: by] United Rentals of Canada, [removed: Inc.,] [added: Inc. and] certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. referred to therein [removed: and Bank] [added: in favor] of [removed: America, N.A., as agent] [added: the Canadian secured parties referred to therein] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.6] of the United Rentals, Inc. Report on Form 8-K filed on April 1, 2015) |
| 10 | | [removed: (bbb)] [added: (ccc)] | Second Amended and Restated Canadian URFLP Guarantee Agreement, dated as of March 31, 2015, by United Rentals of Nova Scotia (No. 1), ULC and United Rentals of Nova Scotia (No. 2), ULC in favor of the U.S. secured parties referred to therein (incorporated by reference to Exhibit 10.5 of the United Rentals, Inc. Report on Form 8-K filed on April 1, 2015) |
| 10 | | [removed: (ccc)] [added: (ww)] | [added: Amendment No.1 to] Second Amended and Restated [removed: Canadian Guarantee] [added: Credit] Agreement, dated as of [removed: March 31, 2015, by] [added: June 8, 2016, among] United [added: Rentals, Inc., United] Rentals [removed: of Canada, Inc. and] [added: (North America) Inc.,] certain subsidiaries of United [removed: Rentals, Inc. and United] Rentals (North America), Inc. referred to [removed: therein in favor] [added: therein, United Rentals] of [added: Canada, Inc., United Rentals Financing Limited Partnership, Bank of America, N.A., and] the [removed: Canadian secured parties] [added: other financial institutions] referred to therein (incorporated by reference to Exhibit [removed: 10.6] [added: 10.1] of the United Rentals, Inc. Report on Form 8-K filed on [removed: April 1, 2015)] [added: June 8, 2016)] |
| 10 | | [removed: (ddd)] [added: (fff)] | [removed: Amended and Restated] [added: Intellectual Property] Security Agreement, dated as of [removed: March 26, 2015,] [added: July 23, 2012,] by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. and Wells Fargo Bank, N.A., as [removed: Note Trustee and] Collateral Agent (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] of the United Rentals, Inc. Report on Form 8-K filed on [removed: March 26, 2015)] [added: July 23, 2012)] |
| 10 | | [removed: (fff)] [added: (ggg)] | Third Amended and Restated Receivables Purchase Agreement, dated as of September 24, 2012, by and among The Bank of Nova Scotia, PNC Bank, National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, Liberty Street Funding LLC, Market Street Funding LLC, Gotham Funding Corporation, United Rentals Receivables LLC II and United Rentals, Inc. (without annexes) (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on September 25, 2012) |
| 10 | | [removed: (ggg)] [added: (hhh)] | Assignment and Acceptance Agreement and Amendment No. 1 to Third Amended and Restated Receivables Purchase Agreement, dated as of February 1, 2013, among United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Market Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank National Association, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on February 4, 2013) |
| 10 | | [removed: (hhh)] [added: (iii)] | Amendment No. 2 to the Third Amended and Restated Receivables Purchase Agreement and Amendment No. 1 to the Third Amended and Restated Purchase and Contribution Agreement, dated as of September 17, 2013, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, Market Street Funding, LLC, The Bank of Nova Scotia, PNC Bank, National Association, Bank of America, National Association, and The Bank of Tokyo-Mitsubishi UFJ. Ltd., New York Branch (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on September 23, 2013) |
| 10 | | [removed: (iii)] [added: (jjj)] | Amendment No. 3 to the Third Amended and Restated Receivables Purchase Agreement, dated as of September 18, 2014, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank and The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on September 19, 2014) |
| 10 | | [removed: (jjj)] [added: (kkk)] | Assignment and Acceptance Agreement and Amendment No. 4 to the Third Amended and Restated Receivables Purchase Agreement and Amendment No. 2 to the Third Amended and Restated Purchase and Contribution Agreement, dated as of September 1, 2015, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, The Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, and Bank of Montreal (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Form 8-K filed on September 2, 2015) |
| 10 | | [removed: (kkk)] [added: (mmm)] | Third Amended and Restated Purchase and Contribution Agreement, dated as of September 24, 2012, by and among United Rentals Receivables LLC II, United Rentals, Inc. and United Rentals (North America), Inc. (without annexes) (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Report on Form 8-K filed on September 25, 2012) |
| 10 | | [removed: (lll)] [added: (nnn)] | Amended and Restated Performance Undertaking, dated as of September 24, 2012, executed by United Rentals, Inc. in favor of United Rentals Receivables LLC II (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K filed on September 25, 2012) |
| 10 | | [removed: (mmm)] [added: (ooo)] | Master Exchange Agreement, dated as of January 1, 2009, among United Rentals Exchange, LLC, IPX1031 LLC, United Rentals (North America), Inc. and United Rentals Northwest, Inc. (incorporated by reference to Exhibit 10.3 of the United Rentals, Inc. Report on Form 8-K, Commission File No. 001-14387, filed on January 7, 2009) |
| 101 | | | The following materials from the Annual Report on Form 10-K for the Company and URNA, for the year ended December 31, [removed: 2015,] [added: 2016,] filed on January [removed: 27, 2016,] [added: 25, 2017,] formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statement of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to the Consolidated Financial Statements and (vii) Schedule to the Consolidated Financial Statements. |
| Date: | January [removed: 27, 2016] [added: 25, 2017] | | By: | /s/ MICHAEL J. KNEELAND |
| /S/ JENNE K. BRITELL | | Chairman | | January [removed: 27, 2016] [added: 25, 2017] |
| /S/ JOSÉ B. ALVAREZ | | Director | | January [removed: 27, 2016] [added: 25, 2017] |
| /S/ BOBBY J. GRIFFIN | | Director | | January [removed: 27, 2016] [added: 25, 2017] |
| 10 | | (lll) | Assignment and Acceptance Agreement and Amendment No. 5 to the Third Amended and Restated Receivables Purchase Agreement and Amendment No. 3 to Third Amended and Restated Purchase and Contribution Agreement, dated as of August 30, 2016, by and among United Rentals (North America), Inc., United Rentals Receivables LLC II, United Rentals, Inc., Liberty Street Funding LLC, Gotham Funding Corporation, Fairway Finance Company, LLC, The Bank of Nova Scotia, PNC Bank, National Association, SunTrust Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, and Bank of Montreal (incorporated by reference to Exhibit 10.1 of the United Rentals, Inc. Form 8-K filed on August 30, 2016) |
| | | | |
| 10 | | (eee) | Intellectual Property Security Agreement, dated as of July 23, 2012, by and among United Rentals, Inc., United Rentals (North America), Inc., certain subsidiaries of United Rentals, Inc. and United Rentals (North America), Inc. and Wells Fargo Bank, N.A., as Collateral Agent (incorporated by reference to Exhibit 10.2 of the United Rentals, Inc. Report on Form 8-K filed on July 23, 2012) |
| 10 | | (nnn) | Intercreditor Agreement, dated as of March 9, 2012 among Bank of America, N.A. as credit agreement agent and Wells Fargo Bank, National Association as notes trustee and second lien collateral agent, acknowledged by UR Merger Sub Corporation, the Company and certain other grantors (incorporated by reference to Exhibit 10.5 of the United Rentals, Inc. Report on Form 8-K filed on March 12, 2012) |
An excerpt. Shown here: 40 of 50 rewritten, all 1 added and all 3 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules in the FY2016 filing and the FY2015 filing.