The following table summarizes the purchase price allocation detail as of the acquisition date and measurement period adjustments related to conditions that existed as of the acquisition date recognized during the six months ended June 30, 2026 (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
As initially
reported |
|
Measurement period
adjustments |
|
June 30, 2026
(as adjusted) |
|
Equity consideration for the conversion of MRC Global common stock outstanding |
|
$ |
1,185 |
|
$ |
— |
|
$ |
1,185 |
|
Fair value of replacement MRC Global RSUs and MRC Global PSUs attributable to the purchase price |
|
|
12 |
|
|
— |
|
|
12 |
|
Repayment of certain existing indebtedness of MRC Global |
|
|
643 |
|
|
— |
|
|
643 |
|
Purchase price consideration |
|
$ |
1,840 |
|
$ |
— |
|
$ |
1,840 |
|
|
|
|
|
|
|
|
|
Fair value of net assets acquired: |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
77 |
|
$ |
— |
|
$ |
77 |
|
Receivables, net |
|
|
514 |
|
|
(19 |
) |
|
495 |
|
Inventories, net |
|
|
971 |
|
|
(53 |
) |
|
918 |
|
Prepaid and other current assets |
|
|
36 |
|
|
— |
|
|
36 |
|
Property, plant and equipment, net |
|
|
123 |
|
|
1 |
|
|
124 |
|
Operating right-of-use assets |
|
|
126 |
|
|
2 |
|
|
128 |
|
Other assets |
|
|
13 |
|
|
— |
|
|
13 |
|
Trade names (1) |
|
|
230 |
|
|
— |
|
|
230 |
|
Customer relationships (2) |
|
|
280 |
|
|
— |
|
|
280 |
|
Accounts payable |
|
|
(383 |
) |
|
(1 |
) |
|
(384 |
) |
Accrued liabilities |
|
|
(166 |
) |
|
1 |
|
|
(165 |
) |
Other current liabilities |
|
|
(2 |
) |
|
— |
|
|
(2 |
) |
Long-term operating lease liabilities |
|
|
(108 |
) |
|
8 |
|
|
(100 |
) |
Deferred income tax liabilities |
|
|
(193 |
) |
|
8 |
|
|
(185 |
) |
Other long-term liabilities |
|
|
(59 |
) |
|
— |
|
|
(59 |
) |
Noncontrolling interests |
|
|
(2 |
) |
|
— |
|
|
(2 |
) |
Accumulated other comprehensive loss |
|
|
— |
|
|
1 |
|
|
1 |
|
Total fair value of net assets acquired |
|
|
1,457 |
|
|
(52 |
) |
|
1,405 |
|
Goodwill (3) |
|
$ |
383 |
|
$ |
52 |
|
$ |
435 |
|
(1)Trade names acquired are indefinite-lived intangible assets. (2)Customer relationships acquired are amortized over a 15-year weighted average period. (3)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 business acquired and is not deductible for income tax purposes.
|