Acquisitions and Divestitures (Notes)

12 Months Ended

Sep. 30, 2021

Disclosure Acquisitions And Divestitures [Abstract]

Fiscal Year 2021

Silent-Aire Acquisition

In May 2021, the Company completed its acquisition of Silent-Aire, a global leader in hyperscale data center cooling and modular critical infrastructure solutions, for approximately $755 million, net of cash acquired, which is comprised of an upfront net cash payment of approximately $661 million, the estimated fair value of contingent earn-out liabilities of approximately $86 million and a working capital adjustment of $8 million. The contingent earn-out liabilities are based upon the achievement of certain defined operating results in each of the three years following the acquisition, with a maximum payout of approximately $250 million. The fair value of contingent earn-out liabilities is reassessed on a quarterly basis and could differ materially from the initial estimates. Subsequent changes in the estimated fair value of contingent earn-out liabilities will be recorded in the consolidated statements of income when incurred. The earn-out payments that are less than or equal to the contingent earn-out liabilities on the acquisition date are reflected as financing cash outflows and amounts paid in excess of the contingent earn-out liabilities on the acquisition date are reflected as operating cash outflows. The Silent-Aire business is reported within the Global Products segment.

In connection with the acquisition, the Company recorded goodwill of $244 million in the Global Products segment. Goodwill is attributable primarily to expected synergies, expanded market opportunities and other benefits that the Company believes will result from combining its operations with the operations of Silent-Aire. The goodwill created in the acquisition is not deductible for tax purposes.

The fair values of the assets acquired and liabilities assumed related to Silent-Aire are as follows (in millions):


Cash and cash equivalents	$	5
Accounts receivable	141
Inventories	60
Other current assets	4
Property, plant, and equipment - net	33
Goodwill	244
Intangible assets - net	497
Other noncurrent assets	84
Total assets acquired	$	1,068

Accounts payable	62
Accrued compensation and benefits	6
Deferred revenue	32
Other current liabilities	12
Other noncurrent liabilities	196
Total liabilities acquired	$	308
Net assets acquired	$	760

The purchase price allocation to identifiable intangible assets acquired related to Silent-Aire are as follows:



	Fair Value (in millions)		Weighted Average Life (in years)
Customer relationships	$	291	19
Technology	116		13
Other definite-lived intangibles	23		1
Indefinite-lived trademarks	67
Total identifiable intangible assets	$	497

Other acquisitions and divestitures

During fiscal 2021, the Company completed certain additional acquisitions for a combined purchase price, net of cash acquired, of $81 million, of which $64 million was paid as of September 30, 2021. In connection with these acquisitions and final purchase price allocation adjustments from fiscal 2020 acquisitions, the Company recorded goodwill of $35 million within the Building Solutions EMEA/LA segment and $21 million within the Building Solutions North America segment. The acquisitions were not material to the Company's consolidated financial statements.

During fiscal 2021, the Company completed certain divestitures within the Buildings Solutions Asia Pacific segment. The combined selling price was $27 million, of which $19 million was received as of September 30, 2021. In connection with the divestitures, the Company reduced goodwill by $7 million.

Fiscal Year 2020

During fiscal 2020, the Company completed certain acquisitions for a combined purchase price, net of cash acquired, of $82 million, of which $77 million was paid as of September 30, 2020. In connection with the acquisitions, the Company recorded goodwill of $35 million within the Building Solutions EMEA/LA segment and $21 million within the Global Products segment. The acquisitions were not material to the Company's consolidated financial statements.

Additionally, in the fourth quarter of fiscal 2020, the Company acquired additional ownership interest in one of its consolidated subsidiaries within the Global Products segment for a purchase price of $132 million, all of which was paid as of September 30, 2020. In connection with this transaction, the Company recorded a compensation charge of $39 million related to the cash settlement of equity awards.

In the fourth quarter of fiscal 2020, the Company completed certain divestitures within the Global Products and Building Solutions Asia Pacific segments. The combined selling price, net of cash divested, was $152 million, of which $135 million was received as of September 30, 2021. In connection with the divestitures, the Company reduced goodwill by $11 million within the Building Solutions Asia Pacific segment. The divestitures were not material to the Company's consolidated financial statements.

Fiscal Year 2019

On April 30, 2019, the Company completed the sale of its Power Solutions business to BCP Acquisitions LLC for a purchase price of $13.2 billion. The net cash proceeds after tax and transaction-related expenses were $11.6 billion. In connection with the sale, the Company recorded a gain, net of transaction and other costs, of $5.2 billion ($4.0 billion after tax), subject to post-closing working capital and net debt adjustments, within income from discontinued operations, net of tax, in the consolidated statements of income. Refer to Note 3, "Discontinued Operations," of the notes to consolidated financial statements for further disclosure related to the Company's discontinued operations.

During fiscal 2019, the Company completed certain divestitures within the Global Products and Building Solutions EMEA/LA segments. The combined selling price was $18 million, $16 million of which was received as of September 30, 2019. In connection with the sale, the Company reduced goodwill by $1 million within the Building Solutions EMEA/LA segment. The divestitures were not material to the Company's consolidated financial statements.

During fiscal 2019, the Company completed certain acquisitions for a combined purchase price of $32 million, $25 million of which was paid as of September 30, 2019. In connection with the acquisitions, the Company recorded goodwill of $11 million within the Global Products segment, $8 million within the Building Solutions Asia Pacific segment, and $6 million within the Building Solutions EMEA/LA segment. The acquisitions were not material to the Company's consolidated financial statements.