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ACQUISITIONS, DIVESTITURES, AND ASSETS AND LIABILITIES HELD FOR SALE | 9 Months Ended
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Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
ACQUISITIONS, DIVESTITURES, AND ASSETS AND LIABILITIES HELD FOR SALE | ACQUISITIONS, DIVESTITURES AND ASSETS AND LIABILITIES HELD FOR SALE ACQUISITIONS Air Products' Liquefied Natural Gas Process Technology and Equipment Business On September 30, 2024, the Company acquired 100% of the outstanding equity interests of Air Products' liquefied natural gas process technology and equipment business (LNG), strengthening the Company's energy transition portfolio, for total consideration of $1,837 million, net of cash acquired. The business will be included within the Energy and Sustainability Solutions reportable business segment. The following table summarizes the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed at the date of acquisition. These balances are not included in the Consolidated Balance Sheet as of September 30, 2024, as the date of acquisition occurred during the Company's fiscal period for the three months ended December 31, 2024.
Current assets |  | $ | 74 |
Intangible assets |  | 931 |
Other noncurrent assets |  | 68 |
Current liabilities |  | (100) |
Noncurrent liabilities |  | (2) |
Net assets acquired |  | 971 |
Goodwill |  | 866 |
Purchase price |  | $ | 1,837 |
The LNG identifiable intangible assets primarily include customer relationships and technology which will amortize over their estimated useful lives ranging from 4 to 20 years using accelerated amortization methods. The goodwill is deductible for tax purposes. The balances above will be included within the Consolidated Balance Sheet as of December 31, 2024. As of September 30, 2024, the purchase accounting is subject to final adjustment, primarily for the valuation of intangible assets, amounts allocated to goodwill, working capital adjustments, and tax balances. CAES Systems Holdings LLC On August 30, 2024, the Company acquired 100% of the outstanding equity interests of CAES Systems Holdings LLC (CAES), enhancing the Company's defense and space portfolio with high-reliability radio frequency technologies, for total consideration of $1,930 million, net of cash acquired. The business is included within the Aerospace Technologies reportable business segment. The following table summarizes the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed that are included in the Consolidated Balance Sheet as of September 30, 2024:
Current assets |  | $ | 332 |
Intangible assets |  | 1,205 |
Other noncurrent assets |  | 185 |
Current liabilities |  | (121) |
Noncurrent liabilities |  | (167) |
Net assets acquired |  | 1,434 |
Goodwill |  | 539 |
Purchase price |  | $ | 1,973 |
The CAES identifiable intangible assets primarily include customer relationships and trademarks which will amortize over their estimated useful lives ranging from 2 to 15 years using straight line and accelerated amortization methods. The goodwill is not deductible for tax purposes. As of September 30, 2024, the purchase accounting for CAES is subject to final adjustment, primarily for the valuation of intangible assets, amounts allocated to goodwill, working capital adjustments, and tax balances. Civitanavi Systems S.p.A. On August 19, 2024, the Company completed the acquisition of Civitanavi Systems S.p.A., a leader in position navigation and timing technology for the aerospace, defense, and industrial markets, for total consideration of $200 million, net of cash acquired. The business is included within the Aerospace Technologies reportable business segment. The assets and liabilities acquired with Civitanavi Systems S.p.A. are included in the Consolidated Balance Sheet as of September 30, 2024, including $75 million of intangible assets and $107 million of goodwill, which is not deductible for tax purposes. As of September 30, 2024, the purchase accounting is subject to final adjustment, primarily for the valuation of intangible assets, amounts allocated to goodwill, and tax balances. Carrier Global Corporation's Global Access Solutions Business On June 3, 2024, the Company acquired 100% of the outstanding equity interests of Carrier Global Corporation's Global Access Solutions business (Access Solutions), an innovative global leader in advanced access and security solutions, electronic locking systems, and contactless mobile key solutions, for total consideration of $4,917 million, net of cash acquired. The business is included in the Building Automation reportable business segment. The following table summarizes the preliminary determination of the fair value of identifiable assets acquired and liabilities assumed that are included in the Consolidated Balance Sheet as of September 30, 2024:
Current assets |  | $ | 244 |
Intangible assets |  | 2,050 |
Other noncurrent assets |  | 20 |
Current liabilities |  | (135) |
Noncurrent liabilities |  | (7) |
Net assets acquired |  | 2,172 |
Goodwill |  | 2,826 |
Purchase price |  | $ | 4,998 |
The Access Solutions identifiable intangible assets primarily include customer relationships, technology, and trademarks which will amortize over their estimated useful lives ranging from 10 to 20 years using straight line and accelerated amortization methods. The majority of the goodwill is deductible for tax purposes. As of September 30, 2024, the purchase accounting for Access Solutions is subject to final adjustment, primarily for the valuation of intangible assets, amounts allocated to goodwill, working capital adjustments, and tax balances. SCADAfence On August 25, 2023, the Company acquired 100% of the outstanding equity interests of SCADAfence, a provider of operational technology and Internet of Things cybersecurity solutions for monitoring large scale networks, for total consideration of $52 million, net of cash acquired. The business is included in the Industrial Automation reportable business segment. The assets and liabilities acquired with SCADAfence are included in the Consolidated Balance Sheet as of September 30, 2024, including $17 million of intangible assets and $42 million of goodwill, which is not deductible for tax purposes. The Company finalized the evaluation for the fair value of all the assets and liabilities acquired with SCADAfence during the third quarter of 2024. Compressor Controls Corporation On June 30, 2023, the Company acquired 100% of the outstanding equity interests of Compressor Controls Corporation, a turbomachinery services and controls company based in the United States, for total cash consideration of $673 million, net of cash acquired. The business is included in the Industrial Automation reportable business segment. The assets and liabilities acquired with Compressor Controls Corporation are included in the Consolidated Balance Sheet as of September 30, 2024, including $282 million of intangible assets and $351 million allocated to goodwill, which is deductible for tax purposes. The identifiable intangible assets primarily include customer relationships amortized over an estimated life of 15 years using an excess earnings amortization method. The Company finalized the evaluation for the fair value of all the assets and liabilities acquired with Compressor Controls Corporation during the second quarter of 2024. DIVESTITURES For the nine months ended September 30, 2024, and 2023, there were no significant divestitures that closed individually or in the aggregate. ASSETS AND LIABILITIES HELD FOR SALE During the third quarter of 2024, the Company concluded the assets and liabilities of the personal protective equipment business, which is part of the Sensing and Safety Technologies business unit within the Industrial Automation reportable business segment, met the held for sale criteria as of September 30, 2024; therefore, the Company presented the associated assets and liabilities of the business as held for sale in the Consolidated Balance Sheet as of September 30, 2024. The disposal group, consisting of the associated assets and liabilities, is measured at the lower of carrying value or fair value less costs to sell. Depreciation and amortization expense is not recorded for the period in which assets are classified as held for sale. The carrying amount of any assets, including goodwill, that are part of the disposal group, but not in the scope of ASC 360-10, are tested for impairment under the relevant guidance prior to measuring the disposal group at fair value, less costs to sell. Upon classification of the assets and liabilities of the business as held for sale, the Company performed an evaluation to assess the recoverability of the carrying value of the assets held for sale. The Company recognized a valuation allowance of $125 million in the third quarter of 2024 to write down the disposal group to fair value, less costs to sell. The carrying value is based on the use of estimates and is subject to change based on future developments leading up to the closing date of a sale, and actual amounts realized upon sale may vary from those recorded as of September 30, 2024. The following table summarizes the assets and liabilities classified as held for sale in the Consolidated Balance Sheet:
| September 30, 2024
Assets held for sale |  |  |
Accounts receivable | $ | 190 |  |  |
Inventories | 201 |  |  |
Other current assets | 50 |  |  |
Investments and long-term receivables | 4 |  |  |
Property, plant and equipment—net | 159 |  |  |
Goodwill | 411 |  |  |
Other intangible assets—net | 608 |  |  |
Other assets | 20 |  |  |
Valuation allowance on assets held for sale 1 | (125) |  |  |
Total Assets held for sale | $ | 1,518 |  |  |
Liabilities held for sale |  |  |
Accounts payable | $ | 174 |  |  |
Accrued liabilities | 115 |  |  |
Deferred income taxes | 120 |  |  |
Postretirement benefit obligations other than pensions | 11 |  |  |
Other liabilities | 13 |  |  |
Total Liabilities held for sale | $ | 433 |  |  |
1 |  | The valuation allowance on assets held for sale primarily relates to losses on foreign currency translation which are expected to be reclassified out of accumulated other comprehensive loss upon close of a sale.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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