XML 79 R12.htm IDEA: XBRL DOCUMENT v2.4.0.6
Acquisitions and Investments
 12 Months Ended
Dec. 31, 2011
Acquisitions And Investments [Abstract]  
Acquisitions and Investments

4. Acquisitions and Investments

2011

The Company completed nine acquisitions for an aggregate purchase price of $1,038 million, net of cash acquired. These acquisitions included:

 

  •  

The shares of Ameron International Corporation (“Ameron”), a U.S.-based manufacturer of highly engineered products and materials for the chemical, industrial, energy, transportation and infrastructure markets.

 

  •  

The shares of Conner Steel Products Holding Company, a U.S.-based manufacturer of storage and handling equipment for the oilfield services industry.

The preliminary allocation of the purchase price of each acquisition was based upon preliminary valuations. The Company’s estimates and assumptions are subject to change upon the receipt, and management’s review, of the final valuations. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of acquisition of the 2011 acquisitions (in millions):

 

 

                         
     Ameron     All Other
Acquisitions		     Total  

Current assets, net of cash acquired

   $ 245     $ 106     $ 351  

Property, plant and equipment

     402       41       443  

Intangible assets

     142       131       273  

Goodwill

     199       178       377  

Other assets

     59       14       73  
   

 

 

    

 

 

    

 

 

  

Total assets acquired

     1,047       470       1,517  
   

 

 

    

 

 

    

 

 

  
       

Current liabilities

     154       80       234  

Long-term debt

     16       —         16  

Other liabilities

     173       56       229  
   

 

 

    

 

 

    

 

 

  

Total liabilities

     343       136       479  
   

 

 

    

 

 

    

 

 

  

Cash consideration, net of cash acquired

   $ 704     $ 334     $ 1,038  
   

 

 

    

 

 

    

 

 

  

The Company allocated $273 million to intangible assets (16 year weighted-average life), comprised of: $119 million of customer relationships (14 year weighted-average life), $39 million of trademarks (35 year weighted-average life), and $115 million of other intangible assets (12 year weighted-average life).

 

2010

The Company completed 12 acquisitions for an aggregate purchase price of $556 million, net of cash acquired. These acquisitions included:

 

  •  

The shares of Advanced Production and Loading PLC, a Norway-based designer and manufacturer of turret mooring systems and other products for Floating Production, Storage and Offloading vessels (“FPSOs”) and other offshore vessels and terminals for a purchase price of approximately $500 million.

 

  •  

The business and assets of Ambar Lone Star Fluids Services, LLP, a U.S.-based Drilling and Completions Fluids company.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition of the 2010 acquisitions (in millions):

 

 

         

Current assets, net of cash acquired

   $ 136  

Cost in excess of billings

     71  

Property, plant and equipment

     38  

Intangible assets

     299  

Goodwill

     298  

Other assets

     8  
   

 

 

  

Total assets acquired

     850  
   

 

 

  

Current liabilities

     142  

Billings in excess of cost

     41  

Other liabilities

     111  
   

 

 

  

Total liabilities

     294  
   

 

 

  

Cash consideration, net of cash acquired

   $ 556  
   

 

 

  

The Company allocated $299 million to intangible assets (18 year weighted-average life), comprised of: $116 million of customer relationships (15 year weighted-average life), $59 million of trademarks (30 year weighted-average life), and $124 million of other intangible assets (15 year weighted-average life).

 

2009

The Company completed nine acquisitions for an aggregate purchase price of $573 million, net of cash acquired. These acquisitions included:

 

  •  

The shares of ASEP Group Holding B.V., a Netherlands-based manufacturer of well service equipment.

 

  •  

The shares of ANS (1001) Ltd. (“Anson”), a U.K.-based manufacturer of pumps and fluid expendibles.

 

  •  

The business and assets of Spirit Drilling Fluids Ltd., a U.S.-based company that provides drilling fluids and related well-site services to exploration and production companies.

 

  •  

The business and assets of Spirit Minerals L.P., a U.S.-based company that mines, processes and distributes barite to the oil and gas drilling fluid industry.

 

  •  

The shares of South Seas Inspection (S) Pte. Ltd., a Singapore-based inspection, repair and maintenance provider to the oil and gas industry.

 

  •  

The shares of Hochang Machinery Industries Co., Ltd., a South Korean-based manufacturing and fabrication business.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition of the 2009 acquisitions (in millions):

 

 

         

Current assets, net of cash acquired

   $ 404  

Property, plant and equipment

     149  

Intangible assets

     115  

Goodwill

     198  

Other assets

     5  
   

 

 

  

Total assets acquired

     871  
   

 

 

  

Current liabilities

     242  

Long-term debt

     48  

Other liabilities

     8  
   

 

 

  

Total liabilities

     298  
   

 

 

  

Cash consideration, net of cash acquired

   $ 573  
   

 

 

  

The Company allocated $115 million to intangible assets (11 year weighted-average life), comprised of: $60 million of customer relationships (9 year weighted-average life), $46 million of trademarks (18 year weighted-average life), and $9 million of other intangible assets (7 year weighted-average life).

In September 2009, the Company sold 45% of certain of its IntelliServ operations and created the IntelliServ Joint Venture (“IntelliServ”). IntelliServ provides drilling technology that enables downhole drilling conditions to be measured, evaluated and monitored.

Each of the acquisitions were accounted for using the purchase method of accounting and, accordingly, the results of operations of each business are included in the consolidated results of operations from the date of acquisition. A summary of the acquisitions follows (in millions):

 

 

                         
     Years Ended December 31,  
    2011     2010     2009  

Fair value of assets acquired, net of cash acquired

   $ 1,517     $ 850     $ 871  

Cash paid, net of cash acquired

     (1,038 )      (556 )      (573 ) 
   

 

 

    

 

 

    

 

 

  

Liabilities assumed, debt issued and minority interest

   $ 479     $ 294     $ 298  
   

 

 

    

 

 

    

 

 

  

Excess purchase price over fair value of net assets acquired

   $ 377     $ 298     $ 198