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Acquisitions
12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Acquisitions

 

19. Acquisitions

On June 1, 2016, the Company acquired Power Service, Inc., Industrial Tool & Repair, Inc. and Power Transportation LLC (collectively, “Power Service”) for a purchase price consideration of $179 million. The Company has included the financial results of the acquisition in its consolidated financial statements from the date of the acquisition. As of May 31, 2017, the Company completed its valuations of this acquisition as of the acquisition date and recognized goodwill of $119 million and intangible assets of $45 million. The measurement period adjustments are shown below, primarily as a result of making an election in 2016 under Internal Revenue Code Section 338(h)(10) to treat the acquisition of Power Service, Inc. as an asset acquisition for U.S. tax purposes. Following is the purchase price allocation detail and the measurement period adjustments (in millions):

 

 

 

As initially

reported

 

 

Measurement

period

adjustments

 

 

As adjusted

 

Net purchase price

 

$

176

 

 

$

3

 

 

$

179

 

Fair value of net assets acquired:

 

 

 

 

 

 

 

 

 

 

 

 

Current assets other than cash

 

 

26

 

 

 

 

 

 

26

 

Property, plant and equipment

 

 

12

 

 

 

(1

)

 

 

11

 

Trade names (estimated useful lives of 20 years)

 

 

21

 

 

 

(1

)

 

 

20

 

Customer relationships (estimated useful lives of 10 years)

 

 

25

 

 

 

 

 

 

25

 

Current liabilities

 

 

(19

)

 

 

(2

)

 

 

(21

)

Deferred tax liabilities

 

 

(19

)

 

 

18

 

 

 

(1

)

Total fair value of net assets acquired

 

$

46

 

 

$

14

 

 

$

60

 

Goodwill(1)

 

$

130

 

 

$

(11

)

 

$

119

 

(1)

The amount of goodwill represents the excess of its purchase price over the fair value of net assets acquired. Goodwill includes the expected benefits that the Company believes will result from combining its operations with those of businesses acquired. The amount of goodwill recognized that is expected to be deductible for income tax purposes is $116 million. 

 

The Purchase Agreement with Power Service contains non-compete agreements with certain employees. The Company identified these agreements as a separate transaction and recognized a non-compete intangible asset of $7 million with a two-year life.  The Company recognized $2 million in acquisition-related costs for the year ended December 31, 2016. The Company has not presented supplemental pro forma information because the acquired operations did not materially impact the Company’s consolidated operating results.