For the year ended December 31, 2022, the Company completed three acquisitions for an aggregate purchase price consideration of approximately $80 million cash. The acquisitions further expand and fortify the Company's solutions offerings in new and existing end markets in the U.S. Process Solutions reporting unit. During the second quarter of 2022, the Company completed one acquisition and finalized the valuation of its assets acquired and liabilities assumed at acquisition date fair values. In December 2022, two acquisitions were completed and the aggregate purchase price consideration was allocated to the assets acquired and liabilities assumed based on a preliminary estimate of their acquisition date fair values. Due to the level of effort required to develop fair value measurements, the valuation information necessary to determine the fair values of properties, plant and equipment, inventory and identifiable intangible assets, including the underlying cash flows is preliminary. The Company will complete its acquisition date fair values of assets acquired and liabilities assumed within the one-year measurement period; any adjustments to the preliminary values made in the measurement period could be material. The Company also identified non-compete agreements as separate transactions and recognized non-compete intangible assets of approximately $3 million with a weighted-average life of 3 years.

For the year ended December 31, 2021, the Company completed two acquisitions for an aggregate purchase price consideration of approximately $119 million. The aggregate purchase price was comprised of $96 million of cash, and an estimated $23 million of contingent consideration if certain financial and profitability thresholds were achieved following the closing of the transactions. These acquisitions primarily expanded the Company’s offering in the U.S. to provide the rental, sale and service of surface-mounted horizontal pumping systems and horizontal jet pumping systems, as well as, to provide engineering and construction services. The Company completed its valuations as of the applicable acquisition dates of the acquired net assets and recognized goodwill of $67 million and intangible assets of $11 million in the U.S. segment.

The following table summarizes the purchase price allocation detail as of the acquisition dates for acquisitions closed during fiscal years 2022 and 2021 (in millions):


	2022 Acquisitions			2021 Acquisitions
Consideration transferred:
Cash	$	80		$	96
Estimated fair value of contingent consideration		—			23
Net purchase price	$	80		$	119

Fair value of net assets acquired:
Current assets other than cash	$	11		$	7
Property, plant and equipment		10			36
Customer relationships and other intangibles (1)		15			11
Current liabilities		(5	)		(2	)
Total fair value of net assets acquired	$	31		$	52
Goodwill (2)	$	49		$	67

(1)

Intangible assets acquired in 2022 and 2021 are amortized over a 8-year and 9-year weighted average period, respectively.

(2)

The amount of goodwill represents the excess of its purchase price over the fair value of net assets acquired. Goodwill includes the expected benefit that the Company believes will result from combining its operations with those of the businesses acquired. The amount of goodwill expected to be deductible for income tax purposes is approximately $49 million and $41 million in connection with the acquisitions in 2022 and 2021, respectively.

The Company has included the financial results of the acquisitions in its consolidated financial statements from the date of each acquisition. The Company has not presented supplemental pro forma information because the acquired operations did not materially impact the Company’s consolidated operating results.

The fair value of acquisition-related contingent consideration liabilities was determined using the Monte Carlo simulation based on the Company's estimated future cash flow projections, the probability of achievement and the estimated discount rates, all of which were classified as level 3 inputs under the fair value hierarchy.

The following table presents a reconciliation of the beginning and ending amounts of the fair value of the acquisition-related contingent consideration liabilities (in millions):


	Acquisition-related
	contingent consideration liabilities
Balance at January 1, 2021	$	—
Acquisition-date fair value		23
Change in fair value		(10	)
Balance at December 31, 2021 (1)	$	13
Change in fair value		(13	)
Balance at December 31, 2022	$	—

Changes in the fair value of the contingent consideration liabilities are recognized in other income (expense) in the consolidated statements of operations. For the year ended December 31, 2021, the change in the fair value of contingent consideration liabilities
was primarily related to the timing of the earn-out periods, results to date and the remaining forecasts for the periods. For the year ended December 31, 2022, the change in the fair value of contingent consideration liabilities resulted from not achieving any earn-out thresholds prior to the expiration of the earn-out period.

In 2020, the company completed the sale of a business primarily in the United States segment selling cutting tools to the aerospace and automotive markets, as well as, the sale of a business in the International segment selling lighting solutions locally in the United Kingdom. Neither divestiture of business qualified to be a discontinued operation as it did not represent a strategic shift that would have a major effect on the Company’s operations and financial results. In aggregate, the Company recorded net proceeds of $26

million cash and recognized a loss of $1 million for the year ended December 31, 2020, which was included in impairment and other charges in the consolidated statements of operations.