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Business Combination - Summary of Preliminary Purchase Price Allocation (Detail) - USD ($)
$ in Millions
9 Months Ended
May 10, 2018
Sep. 30, 2018
Jun. 30, 2018
Net tangible assets:      
Goodwill   $ 4,708  
Less: Cash acquired   (498)  
Total Combination consideration transferred, net of cash acquired $ 4,100 2,374  
Chicago Bridge & Iron Company N.V. [Member]      
Net tangible assets:      
Cash 498    
Accounts receivable 879    
Inventory 62    
Contracts in progress 341   $ 744
Assets held for sale [1] 71    
Other current assets 240    
Deferred tax assets 45    
Investments in unconsolidated affiliates [2] 433    
Property, plant and equipment 405    
Other non-current assets 145    
Accounts payable (472)    
Advance billings on contracts [3] (2,278)    
Deferred tax liabilities (17)    
Other current liabilities (1,200)    
Other non-current liabilities (452)    
Noncontrolling interest (26)    
Total net tangible assets (1,326)    
Project related intangible assets/liabilities, net [4] 142    
Other intangible assets [5] 1,041    
Net identifiable assets (143)    
Goodwill 4,708 [6] $ 4,700  
Total Combination consideration transferred 4,565    
Less: Cash acquired (498)    
Total Combination consideration transferred, net of cash acquired $ 4,067    
[1] Assets held for sale includes CB&I’s former administrative headquarters within Corporate and various fabrication facilities within NCSA. During the third quarter of 2018, we completed the sale of CB&I’s former administrative headquarters for proceeds of $52 million.
[2] Investments in unconsolidated affiliates includes a fair value adjustment of $221 million associated with the Combination. Approximately $118 million of the fair value adjustment is attributable to the basis difference between McDermott’s investment and the underlying equity in identifiable assets of unconsolidated affiliates, and will be amortized to Investment in unconsolidated affiliate related amortization over a range of two to 30 years based on the life of assets to which the basis difference is attributed.
[3] Advance billings on contracts includes accrued provisions for estimated losses on projects of $349 million. See the discussions below and in Note 4, Revenue Recognition, for information concerning our acquired significant loss projects, including changes since our initial preliminary estimates reported for the second quarter of 2018.
[4] Project related intangible assets/liabilities, net includes intangible asset and liabilities of $239 million and $97 million, respectively. The balances represent the fair value of acquired RPOs and normalized profit margin fair value associated with acquired long-term contracts that were deemed to be lower than fair value (excluding amounts recorded in Advance billings on contracts and Contracts in progress) as of the Combination Date. The project related intangible assets and liabilities will be amortized as the applicable projects progress over a range of two to six years within Project intangibles amortization in our Statements of Operations.
[5] Other intangible assets are reflected in the table below and recorded at estimated fair value, as determined by our management, based on available information which includes a preliminary valuation from outside experts. The estimated useful lives for intangible assets were determined based upon the remaining useful economic lives of the intangible assets that are expected to contribute directly or indirectly to future cash flows.
[6] Goodwill resulted from the acquired established workforce, which does not qualify for separate recognition, as well as expected future cost savings and revenue synergies associated with the combined operations. Of the $4.7 billion of estimated goodwill recorded in conjunction with the Combination, $1.7 billion is deductible for tax purposes. Given the proximity of the Combination Date to the reporting date of September 30, 2018, the allocation of goodwill for each of our operating groups is in process, and therefore has not been presented.