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Acquisitions (Tables)
 6 Months Ended
Jun. 30, 2017
Business Combinations [Abstract]  
Schedule of assets acquired and liabilities assumed
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. The purchase price allocations for these assets and liabilities are based on preliminary valuations and are subject to change as we obtain additional information during the acquisition measurement period.
 Accounts receivable, net of allowance for doubtful accounts (1)
$
51

 Inventory
4

 Rental equipment
571

 Property and equipment
48

 Intangibles (2)
139

 Other assets
6

 Total identifiable assets acquired
819

 Short-term debt and current maturities of long-term debt (3)
(3
)
 Current liabilities
(26
)
 Deferred taxes
(14
)
 Long-term debt (3)
(6
)
 Other long-term liabilities
(5
)
 Total liabilities assumed
(54
)
 Net identifiable assets acquired
765

 Goodwill (4)
199

 Net assets acquired
$
964

(1) The fair value of accounts receivables acquired was $51, and the gross contractual amount was $54. We estimated that $3 would be uncollectible.
(2) The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified based on our purchase accounting assessments:
 
Fair value
 Life (years)
 Customer relationships
$
138

10
 Non-compete agreements
1

1
 Total
$
139

 

(3) The acquired debt reflects capital lease obligations.
(4) All of the goodwill was assigned to our general rentals segment. The level of goodwill that resulted from the acquisition is primarily reflective of NES's going-concern value, the value of NES's assembled workforce, new customer relationships expected to arise from the acquisition, and operational synergies that we expect to achieve that would not be available to other market participants. $1 of goodwill is expected to be deductible for income tax purposes.
Schedule of intangible assets acquired
The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified based on our purchase accounting assessments:
 
Fair value
 Life (years)
 Customer relationships
$
138

10
 Non-compete agreements
1

1
 Total
$
139

 
Summary of business acquisition, pro forma information
The table below presents unaudited pro forma consolidated income statement information as if NES had been included in our consolidated results for the entire periods reflected:
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2017
 
2016
 
2017

 
2016
 
United Rentals historic revenues
$
1,597

 
$
1,421

 
$
2,953

 
$
2,731

 
NES historic revenues
—

 
90

 
81

 
171

 
Pro forma revenues
1,597

 
1,511

 
3,034

 
2,902

 
United Rentals historic pretax income
229

 
217

 
390

 
364

 
NES historic pretax income (loss)
—

 
3

 
(12
)
 
5

 
Combined pretax income
229

 
220

 
378

 
369

 
Pro forma adjustments to combined pretax income:
 
 
 
 
 
 
 
 
Impact of fair value mark-ups/useful life changes on depreciation (1)
—

 
(10
)
 
(9
)
 
(19
)
 
Impact of the fair value mark-up of acquired NES fleet on cost of rental equipment sales (2)
—

 
—

 
(1
)
 
—

 
Gain on sale of equity interest (3)
—

 
—

 
—

 
(7
)
 
Interest expense (4)
—

 
(10
)
 
(9
)
 
(19
)
 
Elimination of historic NES interest (5)
—

 
10

 
12

 
19

 
Elimination of merger related costs (6)
14

 
—

 
16

 
—

 
Restructuring charges (7)
18

 
(9
)
 
18

 
(18
)
 
Pro forma pretax income
$
261

 
$
201

 
$
405

 
$
325

 
(1) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the NES acquisition. The useful lives assigned to such equipment did not change significantly from the lives historically used by NES.
(2) Cost of rental equipment sales was adjusted for the fair value mark-ups of rental equipment acquired in the NES acquisition.
(3) In 2016, NES sold its equity interest in a successor company and recognized a gain of $7. This gain was eliminated as the equity interest that was sold is not a component of the combined company.
(4) To partially fund the NES acquisition, URNA issued an aggregate of $500 principal amount of debt, as discussed in note 8 to the condensed consolidated financial statements. Drawings on the ABL facility were also used to partially fund the purchase price. Interest expense was adjusted to reflect these changes in our debt portfolio.
(5) NES historic interest on debt that is not part of the combined entity was eliminated.
(6) Merger related costs comprised of financial and legal advisory fees associated with the NES acquisition were eliminated as they were assumed to have been recognized prior to the pro forma acquisition date.
(7) We expect to recognize restructuring charges primarily comprised of severance costs and branch closure charges associated with the acquisition over a period of approximately one year following the acquisition date, which, for the pro forma presentation, was January 1, 2016. As such, the restructuring charges recognized in 2017 were moved to 2016. The restructuring charges reflected in our condensed consolidated statements of income also include non-NES restructuring charges, as discussed in note 4 to the condensed consolidated financial statements. We expect to recognize additional restructuring charges associated with the acquisition, however the total costs expected to be incurred are not currently estimable, as we are still identifying the actions that will be undertaken. The 2016 restructuring charges above reflect the total charges recorded as of June 30, 2017 recognized on a straight-line basis from the pro forma acquisition date through June 30, 2016.