Acquisitions and divestitures | Acquisitions and divestitures Acquisitions On September 12, 2022, we completed the acquisition (the "Acquisition") of all the outstanding ordinary shares of Meggitt plc ("Meggitt") for 800 pence per share, resulting in an aggregate cash purchase price of $7.2 billion, including the assumption of debt. Meggitt is a leader in design, manufacturing and aftermarket support of technologically differentiated systems and equipment in aerospace, defense and selected energy markets with annual sales of approximately $2.1 billion for the year ended December 31, 2021. For segment reporting purposes, approximately 82 percent of Meggitt's sales are included in the Aerospace Systems Segment, while the remaining 18 percent are included in the Diversified Industrial Segment. Assets acquired and liabilities assumed are recognized at their respective fair values as of the Acquisition date. The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. During the three months ended September 30, 2023, measurement period adjustments did not have a material impact on the Consolidated Statement of Income. The following table presents the final estimated fair values of Meggitt's assets acquired and liabilities assumed on the Acquisition date. June 30, 2023 (previously reported) Measurement Period Adjustments September 12, 2022 (Final) Assets: Cash and cash equivalents $ 89,704 $ — $ 89,704 Accounts receivable 409,642 1,181 410,823 Inventories 739,304 13,580 752,884 Prepaid expenses and other 102,032 20,673 122,705 Property, plant and equipment 658,997 (1,428) 657,569 Deferred income taxes 34,198 (18,730) 15,468 Other assets 180,991 (647) 180,344 Intangible assets 5,679,200 (28,000) 5,651,200 Goodwill 2,789,080 10,891 2,799,971 Total assets acquired $ 10,683,148 $ (2,480) $ 10,680,668 Liabilities: Notes payable and long-term debt payable within one year $ 308,176 $ — $ 308,176 Accounts payable, trade 219,842 (705) 219,137 Accrued payrolls and other compensation 87,074 (1) 87,073 Accrued domestic and foreign taxes 21,068 (818) 20,250 Other accrued liabilities 322,040 158,137 480,177 Long-term debt 711,703 — 711,703 Pensions and other postretirement benefits 99,553 (2,028) 97,525 Deferred income taxes 1,259,417 (19,700) 1,239,717 Other liabilities 418,461 (137,365) 281,096 Total liabilities assumed 3,447,334 (2,480) 3,444,854 Net assets acquired $ 7,235,814 $ — $ 7,235,814 Goodwill is calculated as the excess of the purchase price over the net assets acquired and represents cost synergies and enhancements to our existing technologies. For tax purposes, Meggitt's goodwill is not deductible. Based upon a final acquisition valuation, we acquired $4.2 billion of customer-related intangible assets, $1.1 billion of technology and $303 million of trade names, each with weighted average estimated useful lives of 21, 22, and 18 years, respectively. These intangible assets were valued using the income approach, which includes significant assumptions around future revenue growth, earnings before interest, taxes, depreciation and amortization, royalty rates and discount rates. Such assumptions are classified as level 3 inputs within the fair value hierarchy. The following table presents unaudited pro forma information for the three months ended September 30, 2022 as if the Acquisition had occurred on July 1, 2021. (Unaudited) Three Months Ended September 30, 2022 Net sales $ 4,614,105 Net income attributable to common shareholders 498,375 The historical consolidated financial information of Parker and Meggitt has been adjusted in the pro forma information in the table above to give effect to events that are directly attributable to the Acquisition and factually supportable. To reflect the occurrence of the Acquisition on July 1, 2021, the unaudited pro forma information includes adjustments for the amortization of the step-up of inventory to fair value and incremental depreciation and amortization expense resulting from the fair value adjustments to property, plant and equipment and intangible assets. These adjustments were based upon a preliminary purchase price allocation. Additionally, adjustments to financing costs and income tax expense were also made to reflect the capital structure and anticipated effective tax rate of the combined entity. Additionally, the pro forma information includes adjustments for nonrecurring transactions directly related to the Acquisition, including the gain on the divestiture of the aircraft wheel and brake business, loss on deal-contingent forward contracts, and transaction costs. These non-recurring adjustments totaled $196 million during the three months ended September 30, 2022. The resulting pro forma amounts are not necessarily indicative of the results that would have been obtained if the Acquisition had occurred as of the beginning of the period presented or that may occur in the future, and do not reflect future synergies, integration costs or other such costs or savings. Divestitures During September 2023, we divested the MicroStrain sensing systems business, which was part of the Diversified Industrial Segment, for proceeds of $37 million. The resulting pre-tax gain of $13 million is included in other income, net in the Consolidated Statement of Income. The operating results and net assets of the MicroStrain sensing systems business were immaterial to the Company's consolidated results of operations and financial position. |