United Rentals 2013 Investor Presentation
-
Upload
craft-partners-llc -
Category
Business
-
view
389 -
download
2
description
Transcript of United Rentals 2013 Investor Presentation
Executing for Growth and Returns
2014 Outlook Investor Presentation Fourth Quarter – Full Year 2013
2
Unless otherwise specified, the information in this presentation, including forward looking statements related to our outlook, is as of our most recent earnings call held on January 23, 2014. We make no commitment to update any such information contained in this presentation.
Note: This presentation provides information about free cash (usage) flow, EBITDA, adjusted EBITDA and adjusted EPS, which are non-GAAP financial measures. This presentation includes a reconciliation between free cash (usage) flow and GAAP cash flow from operations, a reconciliation between both adjusted EBITDA and EBITDA, on the one hand, and GAAP net income, on the other hand, a reconciliation between both adjusted EBITDA and EBITDA, on the one hand, and GAAP cash flow from operations, on the other hand, and a reconciliation between adjusted EPS and GAAP EPS. (Information reconciling such forward-looking non-GAAP financial measures is unavailable to the Company without unreasonable effort.)
Introductory Information
Certain statements in this presentation are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These statements can generally be identified by the use of forward-looking terminology such as "believe," "expect," "may," "will,“ "should," "seek," "on-track," "plan," "project," "forecast," "intend" or "anticipate," or the negative thereof or comparable terminology, or by discussions of vision, strategy or outlook. These statements are based on current plans, estimates and projections, and, therefore, you should not place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Factors that could cause actual results to differ materially from those projected include, but are not limited to, the following: (1) the challenges associated with past or future acquisitions, such as undiscovered liabilities, costs, integration issues and/or the inability to achieve the cost and revenue synergies expected; (2) a slowdown in the recovery of North American construction and industrial activities, which decreased during the economic downturn and significantly affected our revenues and profitability, may further reduce demand for equipment and prices that we can charge; (3) our significant indebtedness, which 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; (4) the inability to refinance our indebtedness at terms that are favorable to us, or at all; (5) the incurrence of additional debt, which could exacerbate our current level of indebtedness; (6) noncompliance with covenants in our debt agreements, which could result in termination of our credit facilities and acceleration of outstanding borrowings; (7) restrictive covenants and amount of borrowings permitted under our debt agreements, which could limit our financial and operational flexibility; (8) a decrease in levels of infrastructure spending, including lower than expected government funding for stimulus-related construction projects; (9) fluctuations in the price of our common stock and inability to complete stock repurchases in the time frame and/or on the terms anticipated; (10) our rates and time utilization being less than anticipated; (11) our inability to manage credit risk adequately or to collect on contracts with customers; (12) our inability to access the capital that our business or growth plans may require; (13) the incurrence of impairment charges; (14) our dependence on distributions from subsidiaries as a result of our holding company structure and the fact that such distributions could be limited by contractual or legal restrictions; (15) an increase in our loss reserves to address business operations or other claims and any claims that exceed our established levels of reserves; (16) the incurrence of additional costs and expenses (including indemnification obligations) in connection with litigation, regulatory or investigatory matters; (17) the outcome or other potential consequences of litigation and other claims and regulatory matters relating to our business, including certain claims that our insurance may not cover; (18) the effect that certain provisions in our charter and certain debt agreements and our significant indebtedness may have of making more difficult or otherwise discouraging, delaying or deterring a takeover or other change of control of us; (19) management turnover and inability to attract and retain key personnel; (20) our costs being more than anticipated, the inability to realize expected savings in the amounts or timeframes planned; (21) our dependence on key suppliers to obtain equipment and other supplies for our business on acceptable terms; (22) our inability to sell our new or used fleet in the amounts, or at the prices, we expect; (23) competition from existing and new competitors; (24) disruptions in our information technology systems; (25) the costs of complying with environmental, safety and foreign laws and regulations; (26) labor difficulties and labor-based legislation affecting labor relations and operations generally; and (27) increases in our maintenance and replacement costs as we age our fleet, and decreases in the residual value of our equipment. For a more complete description of these and other possible risks and uncertainties, please refer to our Annual Report on Form 10-K for the year ended December 31, 2013, as well as to our subsequent filings with the SEC. The forward-looking statements contained herein speak only as of the date hereof, and we make no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.
3
Table of Contents
Introduction 4
Market Overview 11
Margin Enhancement 17
Growth Through Customer Solutions 30
Fleet 37
Financial Overview 43
4
is the Industry Leader, Creating a New Standard for
Operational Execution to Drive Growth and Returns
Through the Cycle
5
United Rentals
12%
HERC 5%
Sunbelt 5%
Other 78%
Scale Rental Leader
Scale Creates Distinctive Competitive Advantages and Higher Quality Services for Customers
n #1 U.S. Market Share
n 832 locations across North America
n Diversified mix – Industrial/Non Construction – 50%
– Non-Residential Construction – 46%
– Residential – 4%
n Team of 11,850 employees
6
Creating a New Industry Standard
Deploying the best people, equipment and solutions to enable our customers to safely build a better and stronger future
Our Vision
Driven By These Values
n Safety First n Leading By Example n Continuous Innovation n Integrity n Passion for People n Community Minded
Will Result In
Superior returns to our stockholders by achieving strong and consistent financial
performance
7
Our Four Pillar Strategy for Success
Driving Growth and Returns Through the Cycle
n National Account Strategy
n Total Control n Market Leadership n Penetrating high
return markets n Growing industrial
customers
n Invest in related adjacencies, such as tanks or pumps – High customer
overlap – Shared capability – Attractive returns
n Evaluate international opportunities
n Customer Service model
n Most advantaged cost position
n Best execution at the branch
n Significant improvements in productivity
n Grow cross-sell and customer relevancy
n Expand key categories – Trench – Tools – Power & HVAC
n Invest in high-return M&A
Grow the Core New Standard for Operational
Execution Expand Specialty
Businesses Fill Growth
Pipeline
8
Entering Next Phase of Strategic and Financial Evolution
2012–2013 2009–2012
2013 à
Operation United
n Business transformation through operational improvement and customer focus
RSC Transformation
n Became the scale industry leader; achieve benefits through “Best of Both” philosophy and successful realization of synergies
Operation United 2
and Business Mix
n Delivering on new standard of operational excellence across a more diversified customer base to drive higher, more consistent through-cycle returns
9
Objectives and Goals 2014 Priorities
Driving Growth and Improving
Returns on Invested Capital
n Balance organic growth, M&A, reducing leverage, returning cash to shareholders
n Achieve superior performance by leveraging unique advantages to deliver our customers unsurpassed quality and service
n Apply powerful tools and tangible initiatives to deliver further margin expansion
Margin Enhancement
Growth Through Customer Solutions
Capital Allocation
10
Safety as a Core Value
Branch Focused
Initiatives
n Leading indicator-focused processes and measurements; shared best practices throughout the Company
n Enhanced safety engagement initiatives and communications n Safety strategy, leadership, and employee engagement
emphasizes safety as a 24/7 commitment
Robust Support for
Industry Initiatives
n Enhanced safety practices and procedures dedicated to increasing and supporting a broader commercial and industrial customer base
n Continued leadership in industry-wide EHS-focused initiatives n Supporting Operational Excellence though sustainable safety
World-Class Education and
Personal Engagement
n Comprehensive employee and customer safety training, with emphasis on engagement and personal responsibility
n Elevating safety from a priority to a core value n Leadership and observation training for all field management n Emphasis on fleet safety though expanded driver training and
compliance documentation
More Than 97% of Branches Had No Recordable Incidents in Q4
11
Market Overview
12
Non-Residential Recovery to Fuel Expansion
Source: IHS Global Insight Forecast
North American Rental Industry Expected to Grow
-1%
-23% -3%
+11%
+19% +6% +5% +0% +6%
+9% +11%
+12% +7%
+8% +9%
+7%
+8%
+11%
+7% +7%
0
10
20
30
40
50
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
$19 $22
$24 $25 $25 $26
$29 $32 $36
$38 $38 $29 $28
$30 $33
$35
$38 $42
$45 $49
$Bn
13
0%
20%
40%
60%
80%
100%
0
10
20
30
40
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 '14E '15E
(1) Industry publications and company filings
Continued Industry Growth Evolution
8.0% CAGR (1997 – 2012)
U.S. Penetration
Today is ~50%
Rental Industry Revenue Rental Penetration
20 Years of Steady Penetration Growth
$Bn
U.S. Rental Industry Revenue and Penetration(1)
14
Survey of key accounts conducted by third party Approximately 220 surveys conducted each month
Key Customers’ Optimism for 2014 Grows
98% of Customers Expect Activity to Be Same or Better in 2014
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
Up Same Down
15
Reasons to Rent
n Control expenses and inventory
n The right equipment for the job
n 24/7 customer care
n Save on storage/warehousing
n Reduce downtime
n No need for maintenance
Why Rent – Total Cost of Ownership
Compelling Economic Benefit to Rent
n Save disposable costs
n Cost control
n Equipment tracking
n No licenses
n Conserve capital
16
Why Rent – Total Cost of Ownership n Needs Assessment n Fleet Availability n Equipment Sourcing n Fleet Deployment
n ROI/ Performance Analysis n Wrench Time Enablement n Consumption Management
n Eq. Logistics n Operator training n PM & Repair n Regulatory Compliance
n Demobilization n Decommission/Replace n Liquidation
Planning/ Procurement
Operating/ Maintenance
Reporting/ Optimization
Disposal/ Liquidation
Renting Addresses Ownership Pain Points
17
Margin Enhancement
Applying Powerful Tools to Deliver Further Margin Expansion
18
URI EBITDA Margins and Rental Rate Index
Strong Track Record of Margin Improvement
31.5% 32.8%
26.7% 30.9%
35.5%
42.6% 46.3%
75
80
85
90
95
100
2007 2008 2009 2010 2011 PF 2012 2013
+13.5pp +19.6pp
More Than 1300 Basis Point Improvement, While Rates Still at 2007 Levels
Rental Rate Index
19
Unique Operating Advantages Support Further Margin Enhancement
Lean Initiatives/ Operational Excellence
Metro Model
Scale Advantage
Business Mix
Continuous Improvement
Best Cost Structure
Higher Utilization Potential
Emphasizing Contribution Margin
20
Branch Network Rollout in 2014 Will Deliver Efficiencies
Lean Processes Drive Real Value
n Decreased Outside Hauling Costs
n Increased Dispatches per Driver
n Improved Branch Cycle Time
n Reduced Branch Overtime Costs
n Shortened Dispute Resolution Time
n Eliminated Empty Trucks
Shop Productivity
Cost per Delivery
Days Sales Outstanding
Time Utilization
Pilot Activity
n Yard Turnaround Time Redesigned Branch Operation Logistics-Created Relevant SOPs
n Order Accuracy Detailed review of the Order Entry process- implemented simplified SOPs
n Dispatch & Sourcing Revised Standard Operating Practices – increased central dispatch
n Shop Floor Redesign Redesigned Flow & Created Standardized Triage Process
Productivity Gains Potential Value Levers
Targeted Run Rate of $100M of Efficiencies Within 3 Years
21
Do It Right the First Time Example: Process Observation
Used Basic Lean Tools in Pilot Branches
Established Baseline for Branch Network Rollout
n Created fast turn lanes to increase capacity
n Clarified Roles & Responsibilities
n Reorganized Shop & Yard Flow n Increased operational quality
at customer touch points
Implemented Improvements
Value Stream Mapping
Identified Waste
Spaghetti Diagrams Created for Yard &
Shop Processes
n Observation & Documentation Exposes Waste
n Clear Best Practices emerge
Create a Culture of Continuous Improvement
n Don’t pass a defect down the line – if it’s not right, fix it n Customer communication drives customer service n Make performance visible – allow teams to win daily n Balance tasks – ensure appropriate roles & responsibilities
Pilots Provide Visibility to Value Levers
22
Note: Metro refers to groups of branches within a city or market area (MSA)
Metro Model: Improving Efficiency and Service Response Time
Current Model Metro Model
n Each branch dispatches their own trucks and field service techs
n Individual branches conduct heavy repairs in addition to preventive maintenance
n Branches answer customer calls directly
n Logistics and field service is managed centrally to improve efficiency and response time
n Dedicated repair hubs which improve quality and repair consistency
n Shared MSA call center to pool customer service resources
26 Markets Use Metro Model
23
More Diversified End Market Exposure
62%
38%
Three Levers to Help Achieve Less Cyclical Mix Stronger Business and Fleet Mix
Larger, More Stable Customers
More Specialty Rental Fleet
16%
84%
Specialty
General Rental
Key Accounts
Unassigned Accounts
46%
50% Industrial/ Non-Construction
Non- Residential
Residential 4%
24
Attractive North American Specialty Rental Market
Pumps
Large, Growing Market with High Return Potential
Tanks
Tools
Power / HVAC
Trench
Storage
EBITDA Margin
LT Market Growth
Tools ~60% 3–5%
Power/ HVAC ~40% 4–8%
Trench ~45% 1–5%
Pumps 40–50% ~11%
Tanks 40–50% ~10%
Storage 40% 8–10%
North American Specialty Rental Market: ~$7.0bn
Scaffolding 2–5%
9%
20%
6%
Scaffolding
24% 7%
18%
16%
Internal Market Estimates
~12%
25
Key Segments
United Rentals Specialty Business Today
84%
16%
General Rental
Specialty
EBITDA Margin
LT Market Growth
Tools ~60% 6–10%
Power / HVAC ~40% 4–8%
Trench ~45% 1–5%
Specialty Offers Cross Selling Opportunities
Total URI 2013 Revenue
Internal Estimates
26
TS / PH & Tools Revenue*
Key Benefit of Enhanced Specialty Rental Penetration
* TS/PH and Tools penetration of NAM revenue
Cross Sell Delivers Customer Value
n Total National Account growth for the Company of 7.5%
n TSPH National Account growth of 25%
n Cross sell contributed to ~40% of incremental company National Account growth 2011 2012 2013
TSPH Tools
Steady Improvement
8.2% 9.4%
10.4%
27
Trench Safety Provides Revenue Synergy Opportunity
Trench Safety Annual Rental Revenue Growth
31%
36%
21%
FY 2011 FY 2012 FY 2013
n Largest trench safety rental company in North America n Trench is first on the job and supports cross-selling
opportunities n 5 Trench Safety branches opened in 2013
3 Trench Safety Branches to Open in 2014
28
Power & HVAC Offers Attractive Growth Opportunity
7 Power & HVAC Branches to Open in 2014
n Combination with RSC provides revenue synergy opportunity n Historically high margin business n Business specializes in turn-key services and solutions n 13 Power HVAC branches opened in 2013
Power & HVAC Annual Rental Revenue Growth
63%
34%
26%
FY 2011 FY 2012 FY 2013
29
Provides Custom Tool Solutions in Hoisting, Welding, and Tools to Industrial Customers
n High margins and attractive return assets
n Large growth potential: $700M rental market – current share 10%
n National Account revenue 72% of total revenue to drive customer entanglement with largest customers
n Dollar utilization:
Tools & Industrial Solutions
Increase Customer Entanglement and Share of Wallet
*Q4
~70%*
30
Growth Through Customer Solutions
Achieve Superior Performance by Leveraging Unique Advantages
31
Customer Solutions Drive Revenue Growth and Capital Efficiency
Engagement Strategy
Total Control
On-Sites
Deliver Technology-Enabled, Innovative Solutions to Improve Customer Productivity
n Tailored engagement strategies to meet the specific needs of different customers – from large enterprises to small, local businesses
n Focus dialogue on solutions to increase productive “wrench time” for customers’ business
n Software solution developed to help customers more effectively manage rental equipment
n Total Control users gain business advantages – focuses relationship on utilization, not rate
n Right tools at the right time guaranteed with onsite personnel to reduce downtime and ensure high-quality, tailored service
32
Customer Engagement Strategy
Large Industrial Enterprise Agreements
“Company-wide Solutions”
n Consumption Management
n “Wrench Time”
n “Wrench Time”
n 24/7 After Hours
n Breadth & Depth
Large Commercial Job Site Management
“Reliable Partner”
n Availability
n Reliability
n Accessibility
Locals
“Ease of Doing Business”
Value Proposition Tailored to Meet Specific Customer Needs
33
29%
19%
52%
Source: Construction Industry Institute Research Team 252
Changing the Customer Conversation
Laborer Time Study (5-Yr Construction Institute Study)
Wrench Time
Tools & Equip
Other
n Travel n Personal n Material
Handling n Waiting n Prep Work
Time is the Biggest Customer Challenge!
19% of time spent obtaining, transporting & adjusting tools
Direct Wrench Time = 29% of a craft laborer’s day!
Focus on Wrench Time vs. Rental Rate
34
Embeds United as Rental Company of Choice
n Software eliminates waste with enhanced visibility/accountability – Increase equipment
utilization – Less duplication – Conserve capital
through rental – Eliminate equipment
maintenance cost
Equipment Utilization
6.0%
20.5%
43.0%
Self Owned Fleet
Self Managed Rental
Total Control ®
Helping Customers Manage Fleet
Total Control® Provides Competitive Edge
35
A Meaningful Competitive Edge
$116
$146
Q4 2012 Q4 2013
$ Millions
Attractive Added Value for Customers
Installations Growing Revenue Grew 25.8% YOY
112
82
106 123
Q1 2013 Q2 2013 Q3 2013 Q4 2013
123 New Total Control® Installations in Q4
36
“On Sites” = Up Time. “Inside the Fence” Sites
n Increased Utilization – Leniency for Shared Equipment – Lower Equipment Cost
n On-Time Delivery “Guaranteed”
n On Site Mechanic = No Downtime
n Reduction of Traffic = Safety
Better meeting customer’s equipment needs
High Volume, High Utilization, Lower Cost to Serve
37
Fleet
38
43%
2% 3% 14%
3%
17%
5% 5%
4%
Note: Percentages based on ending balance as of 012/31/13
Fleet Mix
$7.73 Billion of Fleet Comprised of
Approximately 410,000 Units
Aerial
Compaction Earth Moving
Forks – Reach
Forks – Rough <1%
Other
Compressors
Forks – Industrial
Light 2%
Power Trench 1%
Trucks Welders 1%
Serves Diverse Customer Base
Customers Know We Have the Fleet They Need
39
* All serialized assets regardless of equipment value (non bulk) included in time utilization ** Calculated using ARA metrics *** Fleet age is calculated on an OEC-weighted basis. Total fleet age is 45.2 months at 12/31/13
3,200 Equipment Classes with Original Cost of $7.73B
Booms and Lifts
Earth Moving Forklifts Trench and Other
Total (Average)
% of Q4 2013 Rental Revenue 38.7% 12.7% 18.0% 30.6%
Time Utilization 73.8% 63.3% 80.0% 54.7% 69.3%
Dollar Utilization** 42.5% 44.1% 41.8% 62.1% 47.1%
Average Fleet Age*** (in months)
54.5% 32.3 44.0 37.8 45.2%
Q4 Dollar Utilization 47.1%
40
Managing Fleet with a Life Cycle Approach
Selling Oldest Fleet
Rental Capex and Used Sales ($MM)*
2010 2011 2012 2013 Q4 2012 Q4 2013
72 83 83 85 85 88
Ag
e of
Use
d S
ales
in M
onth
s
2009 2010 2011 2012 2013
306 673
1,390 1,321 1,580
($387) ($269) ($363) ($463) ($490)
Time Utilization
2010 2011 2012 2013 Q4 2012 Q4 2013
63.7%
67.8% 67.5% 68.2% 68.7% 69.3%
$0 $1,000 $2,000 $3,000 $4,000 $5,000 $6,000 $7,000 $8,000
≤ 1 1-2 2-3 3-4 4-5 5-6 6-7 7-8 8-9 >9 Total
Years
Age Composition ($MM)
*On a pro-forma basis
41
Attractive Asset Economics
(15,000)
0
15,000
Y0 Y1 Y2 Y3 Y4 Y5
Year 0 Year 1 Year 2 Year 3 Year 4 Year 5
Purchase Price (6,500)
Rental Revenue 5,187 5,503 5,668 5,838 6,013
Ancillary Revenue 447 474 488 503 518
Operational Costs (2,061) (2,130) (2,184) (2,240) (2,298)
Selling Price $3,233
Total Cash Flow (6,500) 2,709 3,176 2,937 2,827 6,142
Cumulative Cash Flow
(6,500)
(3,791) (615) 2,322 5,179 11,291
Incremental Asset Generates 40% Return, Helping Drive ROIC Higher
Sample Asset
Cumulative Cash Flow
42
* $ Millions ** Reflects estimated 2% annual inflation factor compounded over average life of OEC sold *** Excludes bulk equipment
Maintenance and Growth CapEx 2011
Combined Pro-forma
2012 Combined Pro-forma
2013 2014 Forecast
OEC Sold*** 752 933 941 1,000
Inflation Factor** 13.8% 13.8% 14.2% 14%
Inflation Uplift 104 129 133 140
Total Maintenance CapEx 856 1,062 1,074 1,140
Growth CapEx 534 432 506 510
Total Rental CapEx 1,390 1,485 1,580 1,650
A Balanced and Disciplined Approach to Fleet Growth
43
Financial Overview
Delivering Strong Sustainable Results
44
Adjusted EBITDA of 48.6%, a Fourth Quarter Record
Q4’13 Results
Q4
Rates n +4.0%
Time Utilization n 69.3% n +60bps
Adjusted EBITDA n $651M or 48.7% n +$98M or 440 bps
Adjusted EBITDA Flow-Through n 110.1%
45
*2013 results are based on a comparison to the combined pro forma 2012 results as if United Rentals and RSC were combined for the full year 2012
2013 Full Year Results*
Driving Profitable Growth
Pro Forma Comparisons
Rental Revenue n $4.196B n +7.0%
Total Revenue n $4.955B n +6.2%
Adjusted EBITDA n $2.293B or 46.3% n +305M or 370bps
Average OEC n $7.618B n +5.8%
Average OEC-on-Rent n $5.192B n +6.9%
46
2014 Outlook
Outlook
Total Revenue n $5.25 to $5.45B
Adjusted EBITDA n $2.45B to $2.55B
Rental Rates n An increase of approximately 4.0% over 2013
Time Utilization n Approximately 68.5%
Capex n Net rental capex of about $1.15B and gross rental capex of about $1.65B
Free Cash Flow n Free cash flow in the range of $400M to $450M
47
12007 includes merger termination benefit of $91M 22010 includes a $55M federal tax refund 32012 EBITDA is presented on an adjusted basis. 2012 includes $150M of aggregate cash payments related to merger and restructuring activities 42012 and 2013 include aggregate cash payments of $150M and $38M, respectively, related to merger and restructuring activities.
Consistent Free Cash Flow Generation Over Cycle
20071 2008 2009 20102 2011 20123 20134
EBITDA $1,265 ($117) $589 $649 $879 $1,772 $2,181
Cash Interest -203 -218 -234 -229 -203 -371 -461
Cash Taxes -84 -46 -3 49 -24 -40 -48
Gain on Sale of Equipment -89 -69 -6 -41 -68 -127 -182
Goodwill Impairment Charge — 1,147 — — — — —
Working Capital/Other -30 67 92 24 24 -513 61
Cash from Operations 859 764 438 452 608 721 1,551
Rental Capex -870 -624 -260 -346 -774 -1,272 -1,580
Non-Rental Capex -120 -80 -51 -28 -36 -97 -104
Proceeds on Sale of Rental 319 264 229 144 208 399 490
Proceeds from Sale of Non-Rental Equipment 23 11 13 7 17 31 26
Cash Invested -648 -429 -69 -223 -585 -939 -1,168
Excess Tax Benefits from Share Based Payment Arrangements, Net 31 — -2 -2 — -5 —
Free Cash Flow (Usage) $242 $335 $367 $227 $23 ($223) $383
Cash Flow 2007–2013 ($M)
48
Flexible Capital Allocation Strategy
Managing Leverage
Return Cash to
Stockholders
Invest in Growth
M&A
n Target leverage range over the cycle of 2.5x–3.5x
n Net leverage1 of 3.0x at year end 2013
n Credit rating recently upgraded to BB- by S&P and B1 by Moody’s
n Executing on $500M share repurchase announced in October
n Balanced strategy creates flexibility to pursue strategic assets as opportunities arise
Organic
n Continued organic investments to support growth and boost productivity
n Opened 18 specialty branches in 2013 with plans of 13 additional openings in 2014
Investing in Growth While Managing Leverage and Returning Cash to Stockholders
1 Leverage ratio calculated as total debt, net of cash, excluding original issuance discounts and premiums divided by adjusted EBITDA.
49
Net Uses of Capital
64%
32%
Net Sources of Capital
73%
27%
Note: Net Debt Issuance includes cash from balance sheet and other items.
Historical Capital Allocation-- 2010–2013
Organic Investment
Strategic M&A
Return to Stockholders
Manage Leverage Targets
(2.5x–3.5x)
Priorities
Cash from Operations
Debt Issuance
CapEx
Cash Acquisitions
4% Share Repurchases
100% Equals $4.6bn
50
$ Millions
(1) As of December 31, 2013. Principal amounts only, no OID or premium included (2) Includes $52M in Letters of Credit. (3) $200M of 10.25% notes due 2019 will be redeemed on January 21, 2014
Debt Maturity Profile(1)
No Significant Near-Term Maturities
$550
$156
$2,300
$750 $700
$1,500
$650
$1,325
$400
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
$120A/R Unused
$430 A/R Used
4.00% Convert. Notes
$1,142 ABL
Unused
$1,158(2)
ABL Used
5.75% Senior
Secured Notes
$200 10.25% Sr. Unsecured
Notes(3)
$500 9.25% Senior
Unsecured Notes
$750 7.375% Senior
Unsecured Notes
$750 8.375% Senior
Sub Notes
8.25% Senior
Unsecured Notes
7.625% Senior
Unsecured Notes
6.125% Senior
Unsecured Notes
51
(1) Leverage Ratio calculated as total debt and QUIPs , net of cash, excluding original issuance discounts and premiums divided by adjusted EBITDA. (2) Pro Forma assumes transaction occurred on January 1, 2011 and excludes cost synergies. (3) Pro Forma 2012 leverage assumes transaction occurred on January 1, 2012.
Leverage Ratio Declined Rapidly(1)
2.5x – 3.5x Target Leverage Range
3.3
4.6
3.6 3.0
2011 2012 2013 URI Standalone Combined Companies
(2)
(3)
52
WACC Range 7.5%
10.8%
(3.1%)
2.9%
2.3% 0.4%
0.8%
0%
2%
4%
6%
8%
10%
12%
14%
2013 Rate Fleet Growth and Utilization
Lean Fleet and Cost Inflation
Business Mix/Other
2016–2018
Building a Bridge to Higher Returns*
10% Internal Hurdle Rate
(1) Assumes at least 3.5% per year rental rate increase (4) Assumes $100M runrate EBITDA impact from Ops United 2 (2) Assumes 6% growth rental capex per year (5) Assumes 2% annual inflation in average fleet purchase prices (3) Assumes 20 basis points improvement per year (6) Assumes 3% annual inflation in all operating costs
1
2
3
4 5 6
*Illustrative – After tax and including goodwill
53
Appendix
54
Timeline
Founded
Achieves Industry
Leadership in First Year Launch of
E-Rental Store Establishes
E-Commerce Platform
Expansion of Trench Safety
Business Captures Niche
Leadership
$3 Billion in Revenues
Marks a Company and Industry
Milestone
Customer Training
Expands with Launch of
National Program
Enters Its Second Decade
as Industry Leader
Launch of Sustainability
Program Advances
Environmental Stewardship
Combines with RSC
Branch Network Grows to 500 Locations in North America National
Accounts Program Grows by 50% as Footprint Expands
Forbes Names One of “400 Best Big Companies”
Company’s First Centralized Customer Care Center Opens
New Strategy Refocuses Company on Core Equipment Rental Business
Earns National Recognitions for Support of Veterans
Expands Industrial Power & HVAC Footprint with Acquisition and Cold-starts
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
55
Performance Goals for Senior Executives Align with Creating Stockholder Value
Short Term Incentive Plan Measures:
Ø EBITDA Dollar Growth
Ø Economic Profit Improvement
2014 Performance
Measures Focus on Profitable
Growth
Over 60% of senior executives compensation is at risk and subject to the profitable growth measures listed above.
Long Term Incentive Plan Measures: Ø Revenue Growth
Ø Economic Profit Improvement
Ø ROIC
Field Bonus Performance Measures Align with Senior Management Goals
56
Adjusted Earnings Per Share GAAP Reconciliation We define “Earnings per share – adjusted” as the sum of earnings per share – GAAP, as reported plus the impact of the following special items: RSC merger related costs. RSC merger related intangible asset amortization, impact on rental depreciation related to acquired RSC fleet and property and equipment, impact of the fair value mark-up of acquired RSC fleet and inventory, pre-close RSC merger related interest expense, impact on interest expense related to fair value adjustment of acquired RSC indebtedness, restructuring charge, asset impairment charge, loss on repurchase/redemption of debt securities and retirement of subordinated convertible debentures and gain on sale of software subsidiary. Management believes adjusted earnings per share provides useful information concerning future profitability. However, adjusted earnings per share is not a measure of financial performance under GAAP. Accordingly, adjusted earnings per share should not be considered an alternative to GAAP earnings per share. The table below provides a reconciliation between earnings per share – GAAP, as reported, and earnings per share – adjusted.
1) Reflects transaction costs associated with the RSC acquisition. 2) Reflects the amortization of the intangible assets acquired in the RSC acquisition. 3) Reflects the impact of extending the useful lives of equipment acquired in the RSC
acquisition, net of the impact of additional depreciation associated with the fair value mark-up of such equipment.
4) Reflects additional costs recorded in cost of rental equipment sales, cost of equipment rentals, excluding depreciation, and cost of contractor supplies sales associated with the fair value mark-up of rental equipment and inventory acquired in the RSC acquisition. The costs relate to equipment and inventory acquired in the RSC acquisition and subsequently sold.
5) In March 2012, we issued $2,825 million of debt in connection with the RSC acquisition. The pre-close RSC merger related interest expense reflects the interest expense recorded on this debt prior to the acquisition date.
6) Reflects a reduction of interest expense associated with the fair value mark-up of debt acquired in the RSC acquisition.
7) Primarily reflects severance costs and branch closure charges associated with the RSC acquisition.
8) Primarily reflects write-offs of leasehold improvements and other fixed assets in connection with the RSC acquisition.
9) Reflects a gain recognized upon the sale of a former subsidiary that developed and marketed software.
Three Months Ended December 31,
Year Ended December 31,
2013 2012 2013 2012 Earnings per share - GAAP, as reported $ 1.31 $ 0.40 $ 3.64 $ 0.79 After-tax impact of: 0.05 0.72 RSC merger related costs (1) — 0.08 0.05 0.72 RSC merger related intangible asset amortization (2) 0.24 0.25 0.94 0.74 Impact on depreciation related to acquired RSC fleet and property and equipment (3) (0.01) — (0.04) (0.03) Impact of the fair value mark-up of acquired RSC fleet and inventory (4) 0.06 0.09 0.25 0.24 Pre-close RSC merger related interest expense (5) — — — 0.19 Impact on interest expense related to fair value adjustment of acquired RSC indebtedness (6) (0.01) (0.01) (0.04) (0.03) Restructuring charge (7) — 0.03 0.07 0.64 Asset impairment charge (8) — 0.01 0.02 0.10 Loss on repurchase/redemption of debt securities and retirement of subordinated convertible debentures — 0.41 0.02 0.45 Gain on sale of software subsidiary (9) — 0.01 — (0.05) Earnings per share - adjusted $ 1.59 $ 1.27 $ 4.91 $ 3.76
57
A) Our EBITDA margin was 46.9% and 40.7% for the three months ended
December 31, 2013 and 2012, respectively, and 44.0% and 36.5% for the years ended December 31, 2013 and 2012, respectively.
B) Our adjusted EBITDA margin was 48.7% and 44.3% for the three months ended December 31, 2013 and 2012, respectively, and 46.3% and 43.0% for the years ended December 31, 2013 and 2012, respectively.
Three Months Ended December 31,
Year Ended December 31,
2013 2012 2013 2012 Net income $ 140 $ 41 $ 387 $ 75 Provision (benefit) for income taxes 86 (2 ) 218 13 Interest expense, net 118 196 475 512 Interest expense – subordinated convertible debentures — 1 3 4 Depreciation of rental equipment 223 208 852 699 Non-rental depreciation and amortization 61 64 246 198 EBITDA (A) $ 628 $ 508 $ 2,181 $ 1,501 RSC merger related costs (1) 1 13 9 111 Restructuring charge (2) — 6 12 99 Stock compensation expense, net (3) 12 9 46 32 Impact of the fair value mark-up of acquired RSC fleet and inventory (4) 10 15 44 37 Gain on sale of software subsidiary (5) — 2 1 (8 ) Adjusted EBITDA (B) $ 651 $ 553 $ 2,293 $ 1,772
1) Reflects transaction costs associated with the RSC acquisition. 2) Primarily reflects severance costs and branch closure charges associated
with the RSC acquisition.
EBITDA represents the sum of net income, provision (benefit) for income taxes, interest expense, net, interest expense-subordinated convertible debentures, depreciation of rental equipment, and non-rental depreciation and amortization. Adjusted EBITDA represents EBITDA plus the sum of the RSC merger related costs, restructuring charge, stock compensation expense, net, the impact of the fair value mark-up of acquired RSC fleet and inventory, and the gain on sale of software subsidiary. These items are excluded from adjusted EBITDA internally when evaluating our operating performance and allow investors to make a more meaningful comparison between our core business operating results over different periods of time, as well as with those of other similar companies. Management believes that EBITDA and adjusted EBITDA, when viewed with the Company’s results under GAAP and the accompanying reconciliations, provide useful information about operating performance and period-over-period growth, and provide additional information that is useful for evaluating the operating performance of our core business without regard to potential distortions. Additionally, management believes that EBITDA and adjusted EBITDA permit investors to gain an understanding of the factors and trends affecting our ongoing cash earnings, from which capital investments are made and debt is serviced. However, EBITDA and adjusted EBITDA are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as alternatives to net income or cash flow from operating activities as indicators of operating performance or liquidity. The table below provides a reconciliation between net income and EBITDA and adjusted EBITDA.
EBITDA and Adjusted EBITDA GAAP Reconciliation
3) Represents non-cash, share-based payments associated with the granting of equity instruments.
4) Reflects additional costs recorded in cost of rental equipment sales, cost of equipment rentals, excluding depreciation, and cost of contractor supplies sales associated with the fair value mark-up of rental equipment and inventory acquired in the RSC acquisition. The costs relate to equipment and inventory acquired in the RSC acquisition and subsequently sold.
5) Reflects a gain recognized upon the sale of a former subsidiary that developed and marketed software.
58
Three Months Ended December 31,
Year Ended December 31,
2013 2012 2013 2012 Net cash provided by operating activities $ 436 $ 226 $ 1,551 $ 721 Adjustments for items included in net cash provided by operating activities but excluded from the calculation of EBITDA: Amortization of deferred financing costs and original issue discounts (5 ) (6 ) (21 ) (23 ) Gain on sales of rental equipment 52 42 176 125 Gain on sales of non-rental equipment 3 — 6 2 Gain on sale of software subsidiary (5) — (2 ) (1 ) 8 RSC merger related costs (1) (1 ) (13 ) (9 ) (111 ) Restructuring charge (2) — (6 ) (12 ) (99 ) Stock compensation expense, net (3) (12 ) (9 ) (46 ) (32 ) Loss on extinguishment of debt securities — (72 ) (1 ) (72 ) Loss on retirement of subordinated convertible debentures — — (2 ) — Changes in assets and liabilities 12 187 31 571 Cash paid for interest, including subordinated convertible debentures 139 152 461 371 Cash paid for income taxes, net 4 9 48 40 EBITDA $ 628 $ 508 $ 2,181 $ 1,501 Add back: RSC merger related costs (1) 1 13 9 111 Restructuring charge (2) — 6 12 99 Stock compensation expense, net (3) 12 9 46 32 Impact of the fair value mark-up of acquired RSC fleet and inventory (4) 10 15 44 37 Gain on sale of software subsidiary (5) — 2 1 (8 ) Adjusted EBITDA $ 651 $ 553 $ 2,293 $ 1,772
1) Reflects transaction costs associated with the acquisition of RSC. 2) Primarily reflects severance costs and branch closure charges associated with the RSC acquisition. 3) Represents non-cash, share-based payments associated with the granting of equity instruments. 4) Reflects additional costs recorded in cost of rental equipment sales, cost of equipment rentals, excluding depreciation, and cost of contractor supplies sales
associated with the fair value mark-up of rental equipment and inventory acquired in the RSC acquisition. The costs relate to equipment and inventory acquired in the RSC acquisition and subsequently sold.
5) Reflects a gain recognized upon the sale of a former subsidiary that developed and marketed software.
Reconciliation of Net Cash Provided by Operating Activities to EBITDA and Adjusted EBITDA
59
Three Months Ended December 31,
Year Ended December 31,
2013 2012 2013 2012 Net cash provided by operating activities $ 436 $ 226 $ 1,551 $ 721 Purchases of rental equipment (81 ) (163 ) (1,580 ) (1,272 ) Purchases of non-rental equipment (33 ) (21 ) (104 ) (97 ) Proceeds from sales of rental equipment 134 141 490 399 Proceeds from sales of non-rental equipment 11 5 26 31 Excess tax benefits from share-based payment arrangements, net — (1 ) — (5 ) Free cash flow (usage) $ 467 $ 187 $ 383 $ (223 )
We define free cash flow (usage) as (i) net cash provided by operating activities less (ii) purchases of rental and non-rental equipment plus (iii) proceeds from sales of rental and non-rental equipment and excess tax benefits from share-based payment arrangements, net. Management believes that free cash flow (usage) provides useful additional information concerning cash flow available to meet future debt service obligations and working capital requirements. However, free cash flow (usage) is not a measure of financial performance or liquidity under GAAP. Accordingly, free cash flow (usage) should not be considered an alternative to net income or cash flow from operating activities as an indicator of operating performance or liquidity. The table below provides a reconciliation between net cash provided by operating activities and free cash flow (usage).
Free Cash Flow GAAP Reconciliation
60
n In September 2011, the American Rental Association (ARA) released Rental Market Metrics whitepaper
– Standardization of metrics provides consistent way for calculating and reporting critical performance metrics
– Publication provides definitions and calculations for original equipment cost (OEC), time (physical) utilization, financial (dollar) utilization, fleet age and period-over-period rental rate changes
– URI adopted new ARA standards beginning with the release of our first quarter 2012 results w Standard set of metrics is a sign of growth and maturity of industry
n Key differences between old URI (“old basis”) methodology and ARA (“new basis”) methodology are as follows:
– OEC – New basis calculation is based on GAAP gross book value. In old basis calculation, OEC is not reduced by volume rebates. In new basis calculation (consistent with GAAP), OEC is reduced by value of volume rebates. For acquisitions, OEC is not reset; OEC values are carried-over from acquired company
– Time utilization – In old basis calculation, OEC excluded serialized assets less than $SK. In new basis calculation, these assets are included. Calculation also changes for new definition of OEC
– Fleet Age – Moving from unit-weighted measure of fleet age (old basis) to DEC-weighted measure (new basis)
– Rental Rate – In new basis calculation, period-over-period rental rate changes are weighted by prior period revenue mix, as opposed to current period revenue mix (old basis). In new basis calculation, impact of currency is excluded from rental rate change calculation
ARA Metrics
61
ARA Metrics Comparison Year
Ended 12/31/
2009
Year Ended
12/31/ 2010
Year Ended
12/31/ 2011
OEC
New basis 3,528 3,575 4,046
Old basis 3,763 3,791 4,290
Fleet Age
New basis 45.5 51.6 50.3
Old basis 42.4 47.7 46.4
Qtr. Ended 3/31/ 2009
Qtr. Ended 6/30/ 2009
Qtr. Ended 9/30/ 2009
Qtr. Ended
12/31/ 2009
Year Ended
12/31/ 2009
Qtr. Ended 3/31/ 2010
Qtr. Ended 6/30/ 2010
Qtr. Ended 9/30/ 2010
Qtr. Ended
12/31/ 2010
Year Ended
12/31/ 2010
Qtr. Ended 3/31/ 2011
Qtr. Ended 6/30/ 2011
Qtr. Ended 9/30/ 2011
Qtr. Ended
12/31/ 2011
Time Utilization
New basis 54.7% 59.9% 62.7% 60.3% 59.4% 55.0% 63.8% 69.5% 67.6% 64.1% 61.1% 67.3% 71.6% 69.2%
Old basis 56.1% 61.3% 64.2% 61.8% 60.7% 56.2% 65.4% 71.3% 69.3% 65.6% 62.4% 69.0% 73.5% 70.8%
Rental Rate
New basis -9.1% -12.3% -11.2% -11.1% -10.9% -8.8% -3.8% -2.2% 0.5% -3.5% 3.2% 5.1% 6.4% 6.3%
Old basis -11.5% -14.0% -11.8% -9.6% -9.6% -6.5% -2.0% -1.4% 1.2% -2.1% 4.2% 6.1% 7.5% 6.7%
62
Corporate Governance
n Amended Company charter to eliminate Board classes
n Roles of Chairman and CEO are separated and the Chairman is an independent director
n 12 of 13 directors are independent
n Board and each committee have express authority to retain outside advisors
n Board and each committee perform an annual self-assessment
n All directors attended at least 75% of the meetings of the Board and committees of which they were a member during the past year
n Board has adopted stock ownership guidelines for officers and directors
n Each of the Compensation, Audit and Nominating & Corporate Governance Committees is comprised solely of independent directors
n Board elected not to renew or extend the stockholder rights plan
n Three members of the Audit Committee are financial experts
Focus on Best Practices
63
Convertible Senior Notes
n In Q4 2013 and FY 2013, 11.7M and 11.8M shares were included in the diluted share count, respectively.
Assumed Stock Price Net Shares Issued Upon Conversion Potential Accounting EPS Dilution
$11.11 or below None None $15.56 None 26K shares $50.00 62K shares 70K shares $75.00 71K shares 77K shares $100.00 76K shares 80K shares
How the Convertible Works n In November 2009, URI issued $172.5M of convertible senior notes due 2015. Notes
carry a 4.0% coupon and are convertible at an initial conversion price of $11.11 per share – Net share settlement election means par amount paid in cash, in-the-money portion settled in
stock or cash – The current outstanding balance of the 4.00% notes is $156M
n The company separately entered into hedge transactions which significantly reduce potential dilution associated with the convertible senior notes – Hedge transactions effectively increase conversion price to $15.56 per share, subject to change in
certain circumstances
n Hypothetical conversion of $1M:
64
Mechanics of Convert and Hedge
Assumed Stock Price
Hedge Counterparties
United Rentals
Net 0 New Shares Issued
Investors
Hedge Counterparties
United Rentals
Net 62K New Shares Issued
Investors
Hedge Counterparties
United Rentals
Net 76K New Shares Issued
Investors
$10
$50
$100
0 Shares
8K Shares
4K Shares
0 Shares
70K Shares
80K Shares
Share Delivery at Conversion of $1M
65
1. Capex: Capital expenditures represent the amount reported in our statements of cash flows for the purchase of rental and non-rental equipment.
2. Dollar Utilization: Annualized rental revenue, excluding re-rent and ancillary revenue, divided by the average original equipment cost. (ARA methodology)
3. EBITDA: Is a measure of operating performance and is calculated as the sum of net income (loss), income (loss) from discontinued operation, net of taxes, provision (benefit) for income taxes, interest expense, net, interest expense-subordinated convertible debentures, net, depreciation of rental equipment and non-rental depreciation and amortization.
4. Free Cash (Usage) Flow: Free cash (usage) flow is a measure of cash flow available to satisfy debt obligations and working capital requirements, and is calculated as net cash provided by operating activities, less purchases of rental and non-rental equipment plus proceeds from sales of rental and nonrental equipment and excess tax benefits from share-based payment arrangements, net.
Glossary of Terms
66
5. Fleet Age: The OEC weighted age of the entire fleet, excluding the benefit of refurbishments.
6. OEC: Original Equipment Cost; the cost of an asset at the time it was originally purchased.
7. Rental Rate: The percentage change in the rate/price that is charged for equipment on rent. Overall company rental rates change based on a combination of pricing, fleet composition and term of rental. This metric is used to evaluate rate changes both year-over-year and sequentially (typically quarter-over-quarter). Rental rate changes are calculated based on the year-over-year or sequential variance in average contract rates, weighted by the prior period revenue mix.
8. Time Utilization: Amount of time an asset is on rent divided by the amount of time the asset has been owned. Also known as physical utilization.
Glossary of Terms