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Acquisitions and Divestitures | 12 Months Ended
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Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES During fiscal 2022, the Company acquired several businesses for a combined purchase price, net of cash acquired, of $323 million, of which $269 million was paid as of September 30, 2022. Intangible assets associated with these acquisitions totaled $123 million and primarily relate to customer relationships and technology. In connection with these acquisitions, the Company recorded goodwill of $194 million, of which $68 million was assigned to the Building Solutions EMEA/LA segment, $45 million was assigned to the Global Products segment, $44 million was assigned to the Building Solutions APAC segment and $36 million was assigned to the Building Solutions North America segment. 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 was comprised of an upfront net cash payment of approximately $661 million, the estimated fair value at the acquisition date 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 are recorded in the consolidated statements of income when incurred. 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. During the year ended September 30, 2022, the Company recorded a reduction in the fair value of the contingent earn-out liability of $43 million. No earn-out payments were made for the first twelve-month earn-out period ended April 30, 2022 as the performance measures for the period were not achieved. 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 original 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 is 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 were not material individually or in the aggregate in fiscal 2021 and 2020.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI https://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 + Details
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