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Acquisitions (Tables)
12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Schedule of assets acquired and liabilities assumed The following table summarizes the fair values of the assets acquired and liabilities assumed. 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)
$
74

 Inventory
5

 Rental equipment
268

 Property and equipment
25

 Intangibles (2)
171

 Other assets
4

 Total identifiable assets acquired
547

 Current liabilities
(61
)
 Deferred taxes
(13
)
 Total liabilities assumed
(74
)
 Net identifiable assets acquired
473

 Goodwill (3)
247

 Net assets acquired
$
720

(1) The fair value of accounts receivables acquired was $74, and the gross contractual amount was $80. We estimated that $6 would be uncollectible.
(2) The following table reflects the fair values and useful lives of the acquired intangible assets identified based on our purchase accounting assessments:
 
Fair value
 Life (years)
 Customer relationships
$
166

8
 Trade names and associated trademarks
5

5
 Total
$
171

 

(3) All of the goodwill was assigned to our trench, power and fluid solutions segment. The level of goodwill that resulted from the acquisition is primarily reflective of BakerCorp's going-concern value, the value of BakerCorp's assembled workforce, new customer relationships expected to arise from the acquisition, and operational synergies that we expect to achieve that are not associated with the identifiable assets. $6 of goodwill is expected to be deductible for income tax purposes. The following table summarizes the fair values of the assets acquired and liabilities assumed.
 Accounts receivable, net of allowance for doubtful accounts (1)
$
49

 Inventory
4

 Rental equipment
571

 Property and equipment
48

 Intangibles (2)
139

 Other assets
7

 Total identifiable assets acquired
818

 Short-term debt and current maturities of long-term debt (3)
(3
)
 Current liabilities
(33
)
 Deferred taxes
(15
)
 Long-term debt (3)
(11
)
 Other long-term liabilities
(5
)
 Total liabilities assumed
(67
)
 Net identifiable assets acquired
751

 Goodwill (4)
209

 Net assets acquired
$
960

(1) The fair value of accounts receivables acquired was $49, and the gross contractual amount was $53. We estimated that $4 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 are not associated with the identifiable assets. $1 of goodwill is expected to be deductible for income tax purposes. The following table summarizes the fair values of the assets acquired and liabilities assumed.
 Accounts receivable, net of allowance for doubtful accounts (1)
$
72

 Inventory
5

 Rental equipment
550

 Property and equipment
45

 Intangibles (customer relationships) (2)
153

 Other assets
5

 Total identifiable assets acquired
830

 Current liabilities
(62
)
 Deferred taxes
(36
)
 Other long-term liabilities
(3
)
 Total liabilities assumed
(101
)
 Net identifiable assets acquired
729

 Goodwill (3)
587

 Net assets acquired
$
1,316

(1) The fair value of accounts receivables acquired was $72, and the gross contractual amount was $74. We estimated that $2 would be uncollectible.
(2) The customer relationships are being amortized over a 10 year life.
(3) All of the goodwill was assigned to our general rentals segment. The level of goodwill that resulted from the acquisition is primarily reflective of Neff's going-concern value, the value of Neff's assembled workforce, new customer relationships expected to arise from the acquisition, and operational synergies that we expect to achieve that are not associated with the identifiable assets. $320 of goodwill is expected to be deductible for income tax purposes. The following table summarizes the fair values of the assets acquired and liabilities assumed. 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)
$
117

 Inventory
8

 Rental equipment
1,081

 Property and equipment
72

 Intangibles (customer relationships) (2)
230

 Other assets
39

 Total identifiable assets acquired
1,547

 Short-term debt and current maturities of long-term debt (3)
(12
)
 Current liabilities
(124
)
 Deferred taxes
(4
)
 Long-term debt (3)
(25
)
 Other long-term liabilities
(4
)
 Total liabilities assumed
(169
)
 Net identifiable assets acquired
1,378

 Goodwill (4)
690

 Net assets acquired
$
2,068

(1) The fair value of accounts receivables acquired was $117, and the gross contractual amount was $125. We estimated that $8 would be uncollectible.
(2) The customer relationships are being amortized over a 5 year life.
(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 BlueLine's going-concern value, the value of BlueLine's assembled workforce, new customer relationships expected to arise from the acquisition, and operational synergies that we expect to achieve that are not associated with the identifiable assets. $17 of goodwill is expected to be deductible for income tax purposes.
Schedule of finite-lived intangible assets acquired The following table reflects the fair values and useful lives of the acquired intangible assets identified based on our purchase accounting assessments:
 
Fair value
 Life (years)
 Customer relationships
$
166

8
 Trade names and associated trademarks
5

5
 Total
$
171

 
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 pro forma information The table below presents unaudited pro forma consolidated income statement information as if NES, Neff, BakerCorp and BlueLine had been included in our consolidated results for the entire periods reflected. NES and Neff are excluded from the 2018 presentation because they were included in our results for the entire year ended December 31, 2018.
 
Year Ended
 
Year Ended
 
 
December 31, 2018
 
December 31, 2017
 
 
United Rentals
 
BakerCorp
 
BlueLine
 
Total
 
United Rentals
 
NES
 
Neff
 
BakerCorp
 
BlueLine
 
Total
 
Historic/pro forma revenues
$
8,047

 
$
184

 
$
665

 
$
8,896

 
$
6,641

 
$
81

 
$
312

 
$
276

 
$
727

 
$
8,037

 
Historic/combined pretax income (loss)
1,476

 
(84
)
 
(169
)
 
1,223

 
1,048

 
(12
)
 
38

 
(69
)
 
(132
)
 
873

 
Pro forma adjustments to pretax income (loss):
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 

 
Impact of fair value mark-ups/useful life changes on depreciation (1)
 
 
(8
)
 
(60
)
 
(68
)
 
 
 
(9
)
 
(8
)
 
(13
)
 
(72
)
 
(102
)
 
Impact of the fair value mark-up of acquired fleet on cost of rental equipment sales (2)
 
 

 
(19
)
 
(19
)
 
 
 
(1
)
 
(1
)
 

 
(25
)
 
(27
)
 
Intangible asset amortization (3)
 
 
(18
)
 
(49
)
 
(67
)
 
 
 
(6
)
 
(21
)
 
(41
)
 
(77
)
 
(145
)
 
Goodwill impairment (4)
 
 

 

 

 
 
 

 

 
32

 

 
32

 
Interest expense (5)
 
 
(14
)
 
(92
)
 
(106
)
 
 
 
(9
)
 
(51
)
 
(19
)
 
(103
)
 
(182
)
 
Elimination of historic interest (6)
 
 
30

 
106

 
136

 
 
 
12

 
34

 
41

 
154

 
241

 
Elimination of merger related costs (7)
 
 
67

 
166

 
233

 
 
 
17

 
33

 

 

 
50

 
Restructuring charges (8)
 
 
9

 
13

 
22

 
 
 
(3
)
 
(6
)
 
(9
)
 
(13
)
 
(31
)
 
Pro forma pretax income
 
 
 
 
 
 
$
1,354

 
 
 
 
 
 
 
 
 
 
 
$
709

 
(1) Depreciation of rental equipment and non-rental depreciation were adjusted for the fair value mark-ups, and the changes in useful lives and salvage values, of the equipment acquired in the NES, Neff, BakerCorp and BlueLine acquisitions.
(2) Cost of rental equipment sales was adjusted for the fair value mark-ups of rental equipment acquired in the NES, Neff and BlueLine acquisitions. BakerCorp did not historically recognize a material amount of rental equipment sales, and accordingly no adjustment was required for BakerCorp.
(3) The intangible assets acquired in the NES, Neff, BakerCorp and BlueLine acquisitions were amortized.
(4) The goodwill impairment charge that BakerCorp recognized during the year ended December 31, 2017 was eliminated. If the acquisition had occurred as of the pro forma acquisition date, this impairment charge would not have been recognized (instead, we would have tested for goodwill impairment based on the post-acquisition reporting unit structure).
(5) As discussed above, we issued debt to partially fund the NES, Neff, BakerCorp and BlueLine acquisitions. Interest expense was adjusted to reflect these changes in our debt portfolio.
(6) Historic interest, including losses on repurchase/redemption of debt securities, on debt that is not part of the combined entity was eliminated.
(7) Merger related costs primarily comprised of financial and legal advisory fees associated with the NES, Neff, BakerCorp and BlueLine were eliminated as they were assumed to have been recognized prior to the pro forma acquisition date. The merger related costs also include a termination fee we paid associated with a merger agreement Neff entered into with a prior bidder. The adjustment for BakerCorp for the year ended December 31, 2018 includes $57 of merger related costs recognized by BakerCorp prior to the acquisition. The adjustment for BlueLine for the year ended December 31, 2018 includes $142 of merger related costs recognized by BlueLine prior to the acquisition.
(8) We expect to recognize restructuring charges primarily comprised of severance costs and branch closure charges associated with the acquisitions over a period of approximately one year following the acquisition dates, which, for the pro forma presentation, was January 1, 2017. The adjustments above reflect the timing of the actual restructuring charges following the acquisitions (the pro forma restructuring charges above for the year ended December 31, 2017 reflect the actual restructuring charges recognized during year following the acquisitions). The restructuring charges reflected in our consolidated statements of income also include non acquisition-related restructuring charges, as discussed in note 6 to the consolidated financial statements. We do not expect to recognize significant additional restructuring charges associated with the NES and Neff acquisitions. We expect to recognize additional restructuring charges associated with the BakerCorp and BlueLine acquisition, however the total costs expected to be incurred are not currently estimable, as we are still identifying the actions that will be undertaken.