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Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2012
Business Combinations [Abstract]  
Fair Value of Consideration Transferred
The acquisition date fair value of the consideration transferred of $2.6 billion consisted of the following:
 Cash consideration
$
1,161

 Stock consideration (30 million shares valued based on the URI acquisition date stock price)
1,396

 Share-based compensation awards (1)
29

 Total purchase consideration
$
2,586
Schedule of Purchase Price Allocation
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at 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)
$
238

 Inventory
23

 Deferred taxes
15

 Rental equipment
2,013

 Property and equipment
47

 Intangibles (2)
1,224

 Other assets
53

 Total identifiable assets acquired
3,613

 Short-term debt and current maturities of long-term debt (3)
(1,586
)
 Current liabilities
(400
)
 Deferred taxes
(697
)
 Long-term debt (3)
(992
)
 Other long-term liabilities
(13
)
 Total liabilities assumed
(3,688
)
 Net identifiable assets acquired
(75
)
 Goodwill (4)
2,661

 Net assets acquired
$
2,586

(1) The fair value of accounts receivables acquired was $238, and the gross contractual amount was $251. We estimate that $13 will be uncollectible.
(2) The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified based on our preliminary purchase accounting assessments:
 
Fair value
 Life (years)
 Customer relationships
$
1,094

15
 Trade names and associated trademarks
81

5
 Non-compete agreements
49

5
 Total
$
1,224



(3) At the closing of the merger, URNA repaid RSC's senior ABL facility, 10 percent senior notes, and 9.5 percent senior notes. The repaid debt is reflected as short-term above as it was paid on the acquisition date. The RSC debt reflected in our consolidated balance sheet as of December 31, 2012 is discussed further in note 12 to the consolidated financial statements. The debt in the table above includes $1,555 of the repaid RSC debt, and the fair values of the following debt assumed by URNA:
 10 1/4 percent Senior Notes
$
(225
)
 8 1/4 percent Senior Notes
(699
)
 Capital leases
(99
)
 Total assumed debt
$
(1,023
)

(4) All of the goodwill was assigned to our general rentals segment. The level of goodwill expected to result from the merger is primarily reflective of RSC's going-concern value, the value of RSC's assembled workforce, new customer relationships expected to arise from the merger, and operational synergies that we expect to achieve that would not be available to other market participants. $39 of the goodwill is expected to be deductible for income tax purposes.
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination
The following table reflects the estimated fair values and useful lives of the acquired intangible assets identified based on our preliminary purchase accounting assessments:
 
Fair value
 Life (years)
 Customer relationships
$
1,094

15
 Trade names and associated trademarks
81

5
 Non-compete agreements
49

5
 Total
$
1,224
Schedule of Debt Acquired as Part of Business Combination
At the closing of the merger, URNA repaid RSC's senior ABL facility, 10 percent senior notes, and 9.5 percent senior notes. The repaid debt is reflected as short-term above as it was paid on the acquisition date. The RSC debt reflected in our consolidated balance sheet as of December 31, 2012 is discussed further in note 12 to the consolidated financial statements. The debt in the table above includes $1,555 of the repaid RSC debt, and the fair values of the following debt assumed by URNA:
 10 1/4 percent Senior Notes
$
(225
)
 8 1/4 percent Senior Notes
(699
)
 Capital leases
(99
)
 Total assumed debt
$
(1,023
)
Pro Forma Information
We expect that the values assigned to the assets acquired and liabilities assumed will be finalized during the one-year measurement period following the acquisition date. The table below presents unaudited pro forma consolidated income statement information as if RSC had been included in our consolidated results for the entire periods reflected:
 
Year Ended December 31,
 
 
2012

 
2011

 
 
United Rentals historic revenues
$
4,117

 
$
2,611

 
 
RSC historic revenues
547

 
1,522

 
 
Pro forma revenues
4,664

 
4,133

 
 
United Rentals historic pretax income
88

 
164

 
 
RSC historic pretax loss
(8
)
 
(40
)
 
 
Combined pretax income
80

 
124

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

 
—

 
 
Impact of the fair value mark-up of acquired RSC fleet on cost of rental equipment sales (2)
(4
)
 
(12
)
 
 
Intangible asset amortization (3)
(43
)
 
(173
)
 
 
Interest expense on merger financing notes (4)
(39
)
 
(207
)
 
 
Elimination of historic RSC interest (5)
38

 
166

 
 
RSC historic interest fair value adjustment (6)
2

 
7

 
 
Elimination of merger costs (7)
148

 
30

 
 
Restructuring charges (8)
75

 
(85
)
 
 
Pro forma pretax income (loss)
$
257

 
$
(150
)
 
 
(1) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups of equipment acquired in the RSC acquisition, the impact of which was offset by the impact of extending the useful lives of such equipment.
(2) Cost of rental equipment sales was adjusted for the fair value mark-ups of rental equipment acquired in the RSC acquisition.
(3) The intangible assets acquired in the RSC acquisition were amortized.
(4) Interest expense was adjusted to reflect interest on the merger financing notes described in note 12 to the consolidated financial statements.
(5) RSC historic interest on debt that is not part of the combined entity was eliminated.
(6) RSC historic interest was adjusted for the fair value mark-ups of the debt acquired in the RSC acquisition.
(7) The RSC merger related costs were eliminated as they were assumed to have been recognized prior to the pro forma acquisition date.
(8) Restructuring charges comprised of severance costs and branch closure charges associated with the acquisition were recognized from the pro forma acquisition date through June 30, 2012. For the pro forma presentation, half of the restructuring charges were recognized in the first quarter following the pro forma acquisition date, and the remaining charges were recognized on a straight-line basis through June 30, 2012. As of December 31, 2012, we have recognized $96 of such restructuring charges, and expect to recognize an additional $5 to $10 of such charges subsequent to December 31, 2012.