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Acquisitions | 12 Months Ended
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Dec. 31, 2024
Business Combinations [Abstract] |
Acquisitions | 21. Acquisitions 2024 Acquisitions For the year ended December 31, 2024, the Company completed the acquisitions of Whitco Supply, LLC and Trojan Rentals, LLC for an aggregate purchase price consideration of approximately $299 million, net of cash acquired. These acquisitions expand the company’s energy products and solutions in the U.S. The Company completed its preliminary valuations as of the acquisition date of the acquired net assets and recognized goodwill of $91 million and intangible assets of $42 million in the U.S. segment, which are subject to change. The primary areas of the preliminary valuation that are not yet finalized relate to the valuation of identifiable intangible assets acquired and the fair value of certain tangible assets acquired. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), the Company will refine its estimate of fair value to allocate the purchase price more accurately. For the year ended December 31, 2024, the Company recognized approximately $3 million in acquisition-related costs. The following table summarizes the preliminary purchase price allocation detail as of the acquisition dates and the measurement period adjustments for acquisitions closed during fiscal years 2024 (in millions):
|  | 2024 Acquisitions |  | Measurement period adjustments |  | As of December 31, 2024 |
Net purchase price, net of cash acquired |  | $ | 300 |  | $ | (1 | ) | $ | 299 |
Fair value of net assets acquired: |  |  |  |  |  |  |
Current assets other than cash |  |  | 170 |  |  | 1 |  |  | 171 |
Property, plant and equipment |  |  | 36 |  |  | — |  |  | 36 |
Trade names and patents (1) |  |  | 19 |  |  | — |  |  | 19 |
Customer relationships (1) |  |  | 23 |  |  | — |  |  | 23 |
Other long-term assets |  |  | 5 |  |  | 3 |  |  | 8 |
Current liabilities |  |  | (44 | ) |  | (1 | ) |  | (45 | )
Other long-term liabilities |  |  | (2 | ) |  | (2 | ) |  | (4 | )
Total fair value of net assets acquired |  |  | 207 |  |  | 1 |  |  | 208 |
Goodwill (2) |  | $ | 93 |  | $ | (2 | ) | $ | 91 |
(1) Intangible assets acquired are amortized over a 11-year weighted average period. (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 full amount of goodwill recognized is expected to be deductible for income tax purposes. The Company has included the financial results of the acquisitions in its consolidated financial statements from the date of the acquisition. For the year ended December 31, 2024, actual results included in the consolidated statements of operations consist of approximately $297 million of revenue and approximately $15 million of net income from the acquisitions. Pro Forma Financial Information (unaudited) The unaudited pro forma information has been presented as if the acquisitions occurred on January 1, 2023. This information is based on historical results of operations, adjusted to give effect to pro forma events that are directly attributable to the acquisitions and factually supportable. The pro forma information is for informational purposes only and is not indicative of the results of operations that would have been achieved had the acquisitions occurred at the beginning of fiscal year 2023. The unaudited pro forma revenue on consolidated statements of operations with the acquisitions for the years ended December 31, 2024 and 2023 would estimate approximately $2,545 million and $2,824 million, respectively. The unaudited pro forma net income for the years ended December 31, 2024 and 2023 would estimate approximately $108 million and $286 million, respectively. These amounts have been calculated by applying the Company’s accounting policies and adjusting for the incremental depreciation, amortization, and cost of products sold related to the fair value step-up, as if the acquisitions had occurred on January 1, 2023, including the consequential tax effects. Additionally, acquisition-related costs incurred during the year ended December 31, 2024, have been reclassified to the year ended December 31, 2023, along with the corresponding tax effects. 2023 Acquisitions For the year ended December 31, 2023, the Company completed two acquisitions for a net purchase price consideration of approximately $33 million cash. These acquisitions expand product line offerings and services to the Company's U.S. Process Solutions business. The Company has included the financial results of the acquisitions in its consolidated financial statements from the date of the acquisition. The Company completed its valuations as of the acquisition date of the acquired net assets and recognized goodwill of $22 million and intangible assets of $9 million in the U.S. segment. The full amount of goodwill recognized is expected to be deductible for income tax purposes. The Company has not presented supplemental pro forma information because the acquired operations did not materially impact the Company’s consolidated operating results. 2022 Acquisitions 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. The Company has included the financial results of the acquisition in its consolidated financial statements from the date of the acquisition. The Company completed its valuations as of the applicable acquisition dates of the acquired net assets and recognized goodwill of $49 million and intangible assets of $15 million in the U.S. segment. 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. The Company has not presented supplemental pro forma information because the acquired operations did not materially impact the Company’s consolidated operating results. The following table summarizes the purchase price allocation detail as of the acquisition dates for acquisitions closed during fiscal years 2022 (in millions):
|  | 2022 Acquisitions |
Net purchase price, net of cash acquired |  | $ | 80 |
Fair value of net assets acquired: |  |  |
Current assets other than cash |  |  | 11 |
Property, plant and equipment |  |  | 10 |
Customer relationships and other intangibles (1) |  |  | 15 |
Current liabilities |  |  | (5 | )
Total fair value of net assets acquired |  |  | 31 |
Goodwill (2) |  | $ | 49 |
(1) Intangible assets acquired are amortized over a 8-year weighted average period. (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 full amount of goodwill recognized is expected to be deductible for income tax purposes.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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