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Business Combination - Summary of Preliminary Purchase Price Allocation (Detail) - USD ($)
$ in Millions
May 10, 2018
Mar. 31, 2019
[1]
Dec. 31, 2018
Net tangible assets:      
Goodwill   $ 2,681 $ 2,654
Total Combination consideration transferred, net of cash acquired $ 4,100    
Chicago Bridge & Iron Company N.V. [Member]      
Net tangible assets:      
Cash 498    
Accounts receivable 844    
Inventory 111    
Contracts in progress 273    
Assets held for sale [2] 70    
Other current assets 272    
Investments in unconsolidated affiliates [3] 426    
Property, plant and equipment 385    
Other non-current assets 127    
Accounts payable (469)    
Advance billings on contracts [4] (2,410)    
Deferred tax liabilities (16)    
Other current liabilities (1,211)    
Other non-current liabilities (453)    
Noncontrolling interest 14    
Total net tangible liabilities (1,539)    
Project-related intangible assets/liabilities, net [5] 150    
Other intangible assets [6] 1,071    
Net identifiable liabilities (318)    
Goodwill [7] 4,883    
Total Combination consideration transferred 4,565    
Less: Cash acquired (498)    
Total Combination consideration transferred, net of cash acquired $ 4,067    
[1] At March 31, 2019, we had approximately $2.2 billion of cumulative impairment charges recorded in conjunction with our impairment analysis performed during the fourth quarter of 2018, as further described in the 2018 Form 10-K.
[2] 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.
[3] Investments in unconsolidated affiliates includes a fair value adjustment of $215 million associated with the Combination. Approximately $146 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 affiliates-related amortization over a range of two to 30 years based on the life of assets to which the basis difference is attributed.
[4] Advance billings on contracts includes accrued provisions for estimated losses on projects of $374 million, primarily associated with the Cameron LNG and Freeport LNG Trains 1 and 2, the now-substantially completed gas power project for a unit of Calpine Corporation (“Calpine”) and the now-completed gas power project for Indianapolis Power & Light Company.
[5] Project-related intangible assets/liabilities, net includes intangible asset and liabilities of $259 million and $109 million, respectively. The balances represent the fair value of acquired remaining performance obligations (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-related intangibles amortization in our Statements of Operations.
[6] 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 preliminary valuations prepared by external 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.
[7] 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 $4.9 billion of estimated goodwill recorded in conjunction with the Combination, $2.6 billion, $461 million, $50 million, $52 million and $1.7 billion, was allocated to our NCSA, EARC, MENA, APAC and Technology reporting segments, respectively. Approximately $1.7 billion of the opening goodwill balance is deductible for tax purposes.