Common use of Preliminary Purchase Price Allocation Clause in Contracts

Preliminary Purchase Price Allocation. Estimated Consideration (In millions) Vivint common shares outstanding as of December 31, 2022 of 213,606,672 multiplied by $12.00 per share consideration $ 2,563 Vivint Cash-Out RSUs and PSUs (at $12.00 per share) 9 Vivint Stock Appreciation Rights (at $12.00 less gxxxx xxxxx per share) 1 Vivint Private Placement Warrants (at $12.00 less exercise price of $11.50 per share) 3 Total Estimated Cash Consideration $ 2,576 Estimated fair value of assumed Vivint equity awards attributable to pre-combination service 68 Estimated fair value of Vivint Cash-Out RSUs and PSUs attributable to post-combination expense (4) Total Estimated Consideration $ 2,640 Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of Vivint, the acquiree, are recorded at fair value on the Acquisition date and added to those of NRG, the acquirer. The Acquisition Accounting Adjustments included herein are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Acquisition. The table below represents an initial allocation of the preliminary estimated consideration to Vivint’s tangible and intangible assets to be acquired and liabilities to be assumed based on preliminary estimated fair values as of December 31, 2022. (In millions) Current assets $ 448 Property, plant and equipment 62 Other non-current assets and deferred income taxes 811 Current liabilities (including $17 million Current portion of long-term debt and finance leases) (942) Long-term debt and finance leases (2,562) Non-current liabilities (941) Identifiable intangible assets and goodwill attributable to Vivint 5,764 Total Estimated Consideration $ 2,640 The preliminary fair value of the identifiable intangible assets of $2,245 million, which includes customer relationships, technology related assets, trade names and contracts, will be amortized over the estimated useful life. The estimated weighted average useful life is approximately 10 years. The preliminary useful lives of the intangible assets were determined based on the expected pattern of the economic benefit. The expected amortization for the five years following the Acquisition is currently estimated to be $259 million per year. The final purchase price allocation depends on certain valuations and other studies that have not yet been completed. The final determination of the purchase price allocation, upon the consummation of the Acquisition, will be based on the net assets acquired as of that date and will depend on a number of factors, which cannot be predicted with any certainty at this time. The purchase price allocation may change materially based on receipt of more detailed information. Accordingly, the pro forma purchase price allocation is preliminary and is subject to further adjustments as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurance that these additional analyses and final valuations will not result in significant changes to the estimates of fair value set forth above.

Preliminary Purchase Price Allocation. Estimated Consideration (In millions) Vivint common shares outstanding as On December 15, 2017, the Company acquired IWCO for total consideration of December 31approximately $469.2 million, 2022 net of 213,606,672 multiplied by purchase price adjustments. The Company financed the acquisition through a combination of proceeds from a $12.00 per share consideration $ 2,563 Vivint Cash393 million Term Loan issued pursuant to the Senior Credit Facility, and $76.2 million of cash on hand, net of a $2.5 million receivable from escrow for working capital claims. The transaction price included one-Out RSUs and PSUs (at $12.00 per share) 9 Vivint Stock Appreciation Rights (at $12.00 less gxxxx xxxxx per share) 1 Vivint Private Placement Warrants (at $12.00 less exercise price time transaction incentive awards of $11.50 per share) 3 Total Estimated Cash Consideration $ 2,576 Estimated fair value of assumed Vivint equity awards attributable 3.5 million paid to pre-combination service 68 Estimated fair value of Vivint Cash-Out RSUs and PSUs attributable to post-combination expense (4) Total Estimated Consideration $ 2,640 Under executives upon closing. In connection with the acquisition method of accountingacquisition, the identifiable assets acquired and liabilities assumed Company paid transaction costs of Vivint, the acquiree, are recorded at fair value on the Acquisition date and added to those of NRG, the acquirer$1.5 million. The Acquisition Accounting Adjustments included herein are unaudited pro forma condensed combined financial information includes various assumptions, including those related to the preliminary and based on estimates of the fair value and useful lives purchase price allocation of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Acquisition. The table below represents an initial allocation of the preliminary estimated consideration to Vivint’s tangible and intangible assets to be acquired and liabilities to be assumed IWCO based on preliminary estimated management’s best estimates of fair values as of December 31, 2022. (In millions) Current assets $ 448 Property, plant and equipment 62 Other non-current assets and deferred income taxes 811 Current liabilities (including $17 million Current portion of long-term debt and finance leases) (942) Long-term debt and finance leases (2,562) Non-current liabilities (941) Identifiable intangible assets and goodwill attributable to Vivint 5,764 Total Estimated Consideration $ 2,640 The preliminary fair value of the identifiable intangible assets of $2,245 million, which includes customer relationships, technology related assets, trade names and contracts, will be amortized over the estimated useful life. The estimated weighted average useful life is approximately 10 years. The preliminary useful lives of the intangible assets were determined based on the expected pattern of the economic benefit. The expected amortization for the five years following the Acquisition is currently estimated to be $259 million per yearvalue. The final purchase price allocation depends may vary based on certain final appraisals, valuations and other studies that have not yet been completed. The final determination analyses of the purchase price allocation, upon the consummation fair value of the Acquisition, will be based on the net acquired assets acquired as of that date and will depend on a number of factors, which cannot be predicted with any certainty at this time. The purchase price allocation may change materially based on receipt of more detailed informationassumed liabilities. Accordingly, the pro forma adjustments are preliminary and have been made solely for illustrative purposes. STEEL CONNECT, INC. NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (in thousands) The following table shows the preliminary allocation of the purchase price allocation is preliminary and is subject to further adjustments as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurance that these additional analyses and final valuations will not result in significant changes for IWCO to the estimates acquired identifiable assets, assumed liabilities and pro forma goodwill: (in thousands) Accounts receivable $ 47,841 Inventory 27,165 Other current assets 7,427 Property and equipment 87,976 Intangible assets 210,920 Goodwill 265,999 Other assets 3,040 Accounts payable (31,069 ) Accrued liabilities and other current liabilities (35,790 ) Customer deposits (7,829 ) Deferred income taxes (86,832 ) Other liabilities (19,627 ) Total consideration $ 469,221 Acquired intangible assets include trademarks and tradenames valued at $20,520 and customer relationships of $190,400. The preliminary fair value set forth aboveestimate of trademarks and tradenames was prepared utilizing a relief from royalties method of valuation, while the preliminary fair value estimate of customer relationships was prepared using a multi-period excess earnings method of valuation. The trademarks and tradenames intangible asset will be amortized on a straight line basis over a 3 year estimated useful life. The customer relationship intangible asset will be amortized over an estimated useful life of 15 years. The acquired property and equipment consist mainly of machinery and equipment. The fair value of the acquired property and equipment was estimated using the cost approach to value, and applying industry standard normal useful lives and inflationary indices. In the preliminary allocation of the purchase price, the Company recognized $266 million of goodwill which arose primarily from the synergies in its business and the assembled workforce of IWCO.

Preliminary Purchase Price Allocation. Estimated The aggregate purchase price for the Acquisition is $1,213,000 payable at closing, subject to certain customary adjustments both at and post closing (the “Purchase Price”). Xxxxx may, subject to certain conditions, pay up to $200,000 of the Purchase Price in Xxxxx stock with the balance of the Purchase Price to be paid in cash. Total purchase consideration paid for the Acquisition is expected to be approximately $1,208,065, calculated as follows: Purchase Price $ 1,213,000 Less: Adjustments relating to liabilities assumed (4,935 ) Total Purchase Consideration (In millions) Vivint common shares outstanding as of December 31, 2022 of 213,606,672 multiplied by $12.00 per share $ 1,208,065 The estimated purchase consideration $ 2,563 Vivint Cash-Out RSUs and PSUs (at $12.00 per share) 9 Vivint Stock Appreciation Rights (at $12.00 less gxxxx xxxxx per share) 1 Vivint Private Placement Warrants (at $12.00 less exercise price of $11.50 per share) 3 Total Estimated Cash Consideration $ 2,576 Estimated fair value of assumed Vivint equity awards attributable 1,208,065 has been allocated to pre-combination service 68 Estimated fair value of Vivint Cash-Out RSUs and PSUs attributable to post-combination expense (4) Total Estimated Consideration $ 2,640 Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed as follows: Accounts Receivable $ 126,317 Inventories 188,056 Prepaid Expenses 19,178 Property and Equipment 623,404 Other Intangible Assets 198,500 Goodwill 232,132 Other Assets 12,552 Accounts Payable (127,365 ) Accrued Salaries and Wages (31,913 ) Other Liabilities (18,796 ) Deferred Income Taxes (14,000 ) Total Purchase Consideration $ 1,208,065 For the purpose of Vivintpreparing the unaudited pro forma combined condensed financial information, the acquiree, are recorded at fair value on the Acquisition date and added to those of NRG, the acquirer. The Acquisition Accounting Adjustments included herein are preliminary and based on estimates of the fair value and useful lives certain of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Acquisition. The table below represents an initial allocation of the preliminary estimated consideration to Vivint’s tangible and intangible assets to be acquired and liabilities to be assumed based on preliminary measured at their estimated fair values as of December March 31, 20222009. (In millions) Current assets $ 448 Property, plant and equipment 62 Other non-current assets and deferred income taxes 811 Current liabilities (including $17 million Current portion of long-term debt and finance leases) (942) Long-term debt and finance leases (2,562) Non-current liabilities (941) Identifiable intangible assets and goodwill attributable to Vivint 5,764 Total Estimated Consideration $ 2,640 The preliminary fair value of the identifiable intangible assets of $2,245 million, which includes customer relationships, technology related assets, trade names and contracts, will be amortized over the estimated useful life. The estimated weighted average useful life is approximately 10 years. The preliminary useful lives of the intangible assets were determined based on the expected pattern of the economic benefit. The expected amortization for the five years following the Acquisition is currently estimated to be $259 million per year. The final purchase price allocation depends on certain valuations and other studies that have not yet been completed. The A final determination of the purchase price allocation, upon the consummation of the Acquisition, fair values will be based on the actual net tangible and intangible assets acquired as and liabilities of Food Americas that will exist on the date of the closing of the Acquisition and will depend on a number of factors, which cannot be predicted with any certainty at this time. The purchase price allocation may change materially based on receipt of more detailed informationour formal valuation and other studies when they are finalized. Accordingly, the pro forma purchase price allocation is fair values of the assets and liabilities included in the table above are preliminary and is subject to further adjustments as change pending additional information becomes available that may become known to Xxxxx. An increase in the fair value of inventory, property, plant and as additional analyses equipment or any identifiable intangible assets will reduce the amount of goodwill in the combined condensed financial information, and final valuations are completed. There can be no assurance that these additional analyses and final valuations will not may result in significant changes increased depreciation and/or amortization expense. Of the $198,500 of acquired intangible assets, $105,000 was assigned to the estimates Customer Relationships with an estimated economic life of 20 years, $75,000 was allocated to Technology with an estimated economic life of 15 years, $15,000 was allocated to Tradenames with an economic life of 20 years, and $3,500 was allocated to Order Backlog with an economic life of less than 1 year. The determination of fair value set forth abovefor these assets was primarily based upon the expected discounted cash flows. The determination of useful life was based upon historical acquisition experience, economic factors, and future cash flows of the combined company. The estimated annual amortization expense for these acquired intangible assets is approximately $11,000, using straight-line amortization, and has been included in the Unaudited Pro Forma Combined Condensed Statements of Income. This amount does not include $3,500 related to Order Backlog which has not been included in the Unaudited Pro Forma Combined Condensed Statements of Income as it is considered non-recurring. Inventories reflect an adjustment of $9,555 to record the inventory at its estimated fair market value. This amount is recorded in the March 31, 2009 Unaudited Pro Forma Combined Condensed Balance Sheet. The increased inventory valuation will temporarily impact Xxxxx’ cost of sales after closing and therefore it is considered non-recurring and is not included in the Unaudited Pro Forma Combined Condensed Statements of Income. Property, Plant and Equipment reflects an adjustment of $54,927 to record at estimated fair market value. A preliminary net deferred tax liability of $14,000 has been recognized in accordance with accounting for income taxes. This amount relates to $7,718 assumed as part of the transaction, plus $6,282 relating to the tax effect on differences between the values assigned and the estimated tax basis of assets and liabilities acquired. Other assets reflect an adjustment of $10,702 to record assets related to the indemnity provisions of the Agreement, and are primarily related to environmental and tax matters.

Preliminary Purchase Price Allocation. Estimated Consideration (In millions) Vivint common shares outstanding as The preliminary allocation of December 31, 2022 the total purchase price in the Transaction is based upon management’s estimates of 213,606,672 multiplied by $12.00 per share consideration $ 2,563 Vivint Cash-Out RSUs and PSUs (at $12.00 per share) 9 Vivint Stock Appreciation Rights (at $12.00 less gxxxx xxxxx per share) 1 Vivint Private Placement Warrants (at $12.00 less exercise price of $11.50 per share) 3 Total Estimated Cash Consideration $ 2,576 Estimated assumptions related to the fair value of assumed Vivint equity awards attributable to pre-combination service 68 Estimated fair value of Vivint Cash-Out RSUs and PSUs attributable to post-combination expense (4) Total Estimated Consideration $ 2,640 Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of Vivint, the acquiree, are recorded at fair value on the Acquisition date and added to those of NRG, the acquirer. The Acquisition Accounting Adjustments included herein are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Acquisition. The table below represents an initial allocation of the preliminary estimated consideration to Vivint’s tangible and intangible assets to be acquired and liabilities to be assumed based on preliminary estimated fair values as of December 31, 20222021 using currently available information. (In millions) Current assets $ 448 Property, plant and equipment 62 Other non-current assets and deferred income taxes 811 Current liabilities (including $17 million Current portion of long-term debt and finance leases) (942) Long-term debt and finance leases (2,562) Non-current liabilities (941) Identifiable intangible assets and goodwill attributable to Vivint 5,764 Total Estimated Consideration $ 2,640 The preliminary fair value of Because the identifiable intangible assets of $2,245 million, which includes customer relationships, technology related assets, trade names and contracts, will be amortized over the estimated useful life. The estimated weighted average useful life is approximately 10 years. The preliminary useful lives of the intangible assets were determined unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the expected pattern of the economic benefit. The expected amortization for the five years following the Acquisition is currently estimated to be $259 million per year. The final purchase price allocation depends and the resulting effect on certain valuations financial position and other studies that have not yet been completed. The final determination results of the purchase price allocation, upon the consummation of the Acquisition, will be based on the net assets acquired as of that date and will depend on a number of factors, which cannot be predicted with any certainty at this time. The purchase price allocation operations may change materially based on receipt of more detailed information. Accordingly, differ significantly from the pro forma amounts included herein. The preliminary purchase price allocation is preliminary and is subject to further adjustments change due to several factors, including but not limited to changes in the estimated fair value of assets acquired and liabilities assumed as additional information becomes available of the closing date of the Transaction, which could result from changes in future oil and natural gas commodity prices, reserve estimates, interest rates, as additional analyses well as other factors. For the Xxxxxxxx Acquisition, the consideration transferred, fair value of assets acquired and final valuations liabilities assumed by Earthstone were initially recorded as follows (in thousands, except share amounts and stock price): Xxxxxxxx Consideration: Shares of Earthstone Class A Common Stock issued 19,417,476 Earthstone Class A Common Stock price as of February 15, 2022 $ 12.85 Class A Common Stock consideration 249,515 Cash consideration 384,664 Total consideration transferred $ 634,179 Fair value of assets acquired: Oil and gas properties $ 642,757 Amount attributable to assets acquired $ 642,757 Fair value of liabilities assumed: Accrued liabilities 1,854 Noncurrent liabilities - ARO 6,724 Amount attributable to liabilities assumed $ 8,578 Total consideration was based on the terms of the Purchase Agreement. The consideration paid by Earthstone at closing consisted of 19,417,476 shares of Class A Common Stock and $384.7 million in cash due at closing. For the Bighorn Acquisition, the consideration transferred, fair value of assets acquired and liabilities assumed by Earthstone are completedexpected to be recorded as follows (in thousands, except share amounts and stock price): Bighorn Consideration: Shares of Earthstone Class A Common Stock issued 6,808,511 Earthstone Class A Common Stock price as of March 31, 2022 $ 12.63 Class A Common Stock consideration 85,991 Cash consideration 770,000 Total consideration transferred $ 855,991 Fair value of assets acquired: Oil and gas properties $ 883,421 Amount attributable to assets acquired $ 883,421 Fair value of liabilities assumed: Noncurrent liabilities - ARO 27,430 Amount attributable to liabilities assumed $ 27,430 Total consideration is based on the terms of the Purchase Agreement. There can The consideration expected to be no assurance paid by Earthstone at closing consists of 6,808,511 shares of Class A Common Stock with $770 million in cash due at closing. The fair value measurements of assets acquired and liabilities assumed are based on inputs that these additional analyses are not observable in the market and final valuations will not result in significant changes therefore represent Level 3 inputs. The fair value of oil and gas properties and asset retirement obligations were measured using the discounted cash flow technique of valuation. Significant inputs to the valuation of oil and gas properties include estimates of: (i) reserves, (ii) future operating and development costs, (iii) future commodity prices, (iv) future plugging and abandonment costs, (v) estimated future cash flows, and (vi) a market-based weighted average cost of fair value set forth abovecapital rate. These inputs require significant judgments and estimates and are the most sensitive and subject to change.

Preliminary Purchase Price Allocation. Estimated Consideration (In millions) Vivint Altair completed the acquisition of Datawatch for consideration of approximately $183.9 million which consisted of consideration paid to former holders of common shares outstanding as stock of December 31, 2022 of 213,606,672 multiplied by $12.00 per share consideration $ 2,563 Vivint Cash-Out RSUs and PSUs (Datawatch at $12.00 per 13.10 a share) 9 Vivint Stock Appreciation Rights (, or $168.2 million, approximately $6.7 million to former holders of outstanding Datawatch restricted stock awards where vesting accelerated immediately prior to the merger based on change-in-control provisions in the original award, and $8.5 million to settle Datawatch debt. In addition, Altair incurred a liability of approximately $0.5 million payable to former holders of unvested Datawatch equity awards for which service had been rendered at $12.00 less gxxxx xxxxx per share) 1 Vivint Private Placement Warrants (at $12.00 less exercise price the acquisition date. Altair financed the acquisition with cash on hand and a drawdown of $11.50 per share) 3 Total Estimated Cash Consideration $ 2,576 Estimated fair value 30 million on its existing credit facility. The acquisition of assumed Vivint equity awards attributable to pre-combination service 68 Estimated fair value of Vivint Cash-Out RSUs and PSUs attributable to post-combination expense (4) Total Estimated Consideration $ 2,640 Under Datawatch has been accounted for as a business combination, under the acquisition method of accounting, the identifiable which results in acquired assets acquired and assumed liabilities assumed being measured at their estimated fair values as of VivintDecember 13, 2018, the acquiree, are recorded at fair value on the Acquisition date and added to those of NRG, the acquireracquisition date. The Acquisition Accounting Adjustments included herein are preliminary and based on estimates As of the acquisition date, goodwill is measured as the excess of consideration transferred over the estimated fair value and useful lives values of the net acquisition date fair values of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect assumed. The preliminary acquisition date fair value of the Acquisition. The table below represents an initial allocation consideration transferred for Datawatch was approximately $183.9 million which consisted of the preliminary estimated consideration following (in thousands): Fair Value Cash paid to Vivint’s tangible equity holders $ 168,168 Xxxx paid to settle RSUs and intangible assets to be acquired and liabilities to be stock options vested at acquisition date 6,723 Liability assumed based on for cash-settled restricted awards 536 Cash paid for outstanding acquiree debt 8,484 $ 183,911 The following table summarizes the preliminary estimated fair values of assets acquired and liabilities assumed as of December 31the date of acquisition (in thousands): Fair Value Cash $ 13,735 Accounts receivable 9,802 Other assets 4,259 Property and equipment 1,047 Intangible assets 46,400 Goodwill 128,045 Accounts payable, 2022accrued expenses, and other liabilities (5,654 ) Deferred revenue (5,327 ) Other long term liabilities (8,396 ) Net assets acquired $ 183,911 The excess of preliminary fair value of purchase consideration over the preliminary fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The preliminary fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The preliminary estimated fair values of assets acquired and liabilities assumed may be subject to change as additional information is obtained. Thus, the provisional measurements of fair value set forth above are subject to change. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The following table sets forth the components of intangible assets acquired (In millionsin thousands) Current and their preliminary estimated useful lives as of the date of acquisition: Intangible Asset Fair Value Useful Life Trade names $ 7,400 Indefinite Developed technology 22,600 6 Customer relationships 16,400 10 Total identifiable intangible assets $ 448 Property46,400 Developed technology represents the preliminary estimated fair value of Datawatch’s software intellectual property, plant which consists of software products serving the self-service data preparation, predictive analytics and equipment 62 Other nonvisual data discovery markets. Customer relationships represent the preliminary estimated fair values of the underlying relationships with Datawatch customers. Developed technology will be amortized on a straight-line basis; Customer Relationships will be amortized using an accelerated amortization method. The goodwill balance is primarily attributed to the assembled workforce and expanded market opportunities when integrating Datawatch technology with the Company’s other offerings. Virtually all of the goodwill generated in the acquisition of Datawatch is not deductible for U.S. income tax purposes. The consummation of the merger resulted in a change in control which accelerated vesting for certain restricted stock units (“RSUs”) of Datawatch. These RSUs were converted into the right to receive merger consideration in the amount of $6.7 million, which is included in total consideration transferred. The consummation of the merger also modified certain Datawatch RSUs without change in control provisions. These RSUs were modified such that the holder has the right to receive cash payments upon vesting at $13.10 per share in the amount of $3.9 million, of which $0.5 million was allocated to pre-combination expense and consideration paid as it relates to service rendered by Datawatch employees prior to the acquisition date. Note 3 — Reclassifications Altair has made certain reclassifications to the Datawatch historical balance sheet and statements of operations for the purposes of preparing the unaudited pro forma condensed combined balance sheet as of September 30, 2018 and the unaudited pro forma condensed combined statement of operations for the year ended September 30, 2017 and the nine-month period ended June 30, 2018 to conform to Altair’s historical presentation as detailed below. Reclassifications in the unaudited pro forma condensed combined balance sheet as of September 30, 2018 (in thousands): Adjustments Datawatch Corporation Consolidated Balance Sheet after Adjustments Datawatch Corporation Consolidated Balance Sheet (a) (b) (c) (d) CURRENT ASSETS: Cash and cash equivalents $ 13,735 $ — $ — $ — $ — $ 13,735 Accounts receivable, net 9,802 — — — 9,802 Prepaid expenses and other current assets 2,131 — — — 2,131 Unbilled accounts receivable 2,805 (2,805 ) — — — — Total current assets 28,473 (2,805 ) — — — 25,668 Property and deferred income taxes 811 Current liabilities equipment, net 1,047 — — — — 1,047 Goodwill 21,518 — — — — 21,518 Other intangible assets, net 4,775 — 3,743 — — 8,518 Other long-term assets 2,092 — — — — 2,092 Acquired intellectual property, net 3,743 (including $17 million 3,743 ) — — — TOTAL ASSETS $ 61,684 $ (2,805 ) $ — $ — $ — $ 58,879 CURRENT LIABILITIES: Current portion of long-term debt $ 2,044 $ — $ — $ — $ — $ 2,044 Accounts payable 2,074 — — — — 2,074 Other accrued expenses and finance leasescurrent liabilities — — — 3,044 — 3,044 Deferred revenue 18,191 (2,805 ) — — — 15,386 Total current liabilities 25,353 (9422,805 ) — — — 22,548 Long-term debt and finance leases (2,562) Nondebt, net of current portion 6,440 — — — — 6,440 Deferred revenue, non-current 2,078 — — — — 2,078 Stock-based compensation awards — — — — — — Other long-term liabilities 448 — — — 848 1,296 Deferred tax liability 848 — — — (941848 ) Identifiable intangible assets — TOTAL LIABILITIES 35,167 (2,805 ) — — — 32,362 Commitments and goodwill attributable to Vivint 5,764 Total Estimated Consideration contingencies STOCKHOLDERS’ EQUITY: TOTAL STOCKHOLDERS’ EQUITY 26,517 — — — — 26,517 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 2,640 The preliminary fair value of the identifiable intangible assets of $2,245 million, which includes customer relationships, technology related assets, trade names and contracts, will be amortized over the estimated useful life. The estimated weighted average useful life is approximately 10 years. The preliminary useful lives of the intangible assets were determined based on the expected pattern of the economic benefit. The expected amortization for the five years following the Acquisition is currently estimated to be $259 million per year. The final purchase price allocation depends on certain valuations and other studies that have not yet been completed. The final determination of the purchase price allocation, upon the consummation of the Acquisition, will be based on the net assets acquired as of that date and will depend on a number of factors, which cannot be predicted with any certainty at this time. The purchase price allocation may change materially based on receipt of more detailed information. Accordingly, the pro forma purchase price allocation is preliminary and is subject to further adjustments as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurance that these additional analyses and final valuations will not result in significant changes to the estimates of fair value set forth above.61,684 $ (2,805 ) $ — $ — $ — $ 58,879