Acquisitions

12 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Proposed Acquisition

On August 2, 2021, the Company announced that it reached an agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Meggitt plc ("Meggitt") for 800 pence per share (the "Acquisition"), which is approximately £6,263 million based on issued share capital at July 31, 2022.

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. We intend to fund the proposed Acquisition with cash resources, borrowings under debt facilities and net proceeds of debt securities. Refer to Note 10 for further discussion. The proposed Acquisition received the European Commission's clearance on April 11, 2022, conditional on full compliance with commitments offered by the Company, including a commitment to divest its aircraft wheel and brake business within the Aerospace Systems Segment. The proposed Acquisition remains subject to customary closing conditions, including regulatory clearance. Acquisition-related transaction costs totaled $44 million in 2022. These costs are included in selling, general and administrative expenses in the Consolidated Statement of Income.

On May 23, 2022, the Company signed an agreement to divest its aircraft wheel and brake business, within the Aerospace Systems Segment. The aggregate carrying amount of the assets held for sale as of June 30, 2022 was $66 million. These assets primarily include goodwill and inventory and are recorded within prepaid expenses and other assets in the Consolidated Balance Sheet. Closing of this divestiture is subject to customary closing conditions, including regulatory clearance.

Restricted Cash

During 2022 we deposited funds, comprised of cash on hand and net proceeds from the issuance of commercial paper and the Senior Notes, into an escrow account. The escrow account is restricted to payments for the proposed Acquisition. At June 30, 2022, the balance was $6,112 million, which was recorded within prepaid expenses and other in the Consolidated Balance Sheet.

Acquisitions

On October 29, 2019, we completed the acquisition of a 100 percent equity interest in LORD Corporation ("Lord") for approximately $3,455 million in cash, including the assumption of debt. On September 16, 2019, we completed the acquisition of a 100 percent equity interest in EMFCO Holdings Incorporated, parent company of Exotic Metals Forming Company LLC ("Exotic") for approximately $1,706 million in cash.

Lord is a diversified technology and manufacturing company developing highly reliable adhesives and coatings, as well as vibration and motion control technologies, that significantly reduce risk and improve product performance. Lord’s products are used in mission-critical applications in the aerospace, automotive and industrial markets. Lord had annual sales of approximately $1,025 million for its fiscal 2018. For segment reporting purposes, approximately 95 percent of Lord's sales are included in the Diversified Industrial Segment, while the remaining five percent are included in the Aerospace Systems Segment. Lord’s unique and proprietary products, solutions and technologies for mission-critical applications are expected to increase the Company's overall engineered materials product and solutions offerings to enable a stronger value proposition for customers.

Exotic designs and manufactures innovative and technically demanding, high temperature, high pressure air and exhaust management solutions for aircraft and engines. Exotic had annual sales of approximately $409 million for its fiscal 2019.

For segment reporting purposes, Exotic is included in the Aerospace Systems Segment. We believe Exotic's products and proprietary manufacturing capabilities are complementary to our portfolio of flight control, fuel and inerting, hydraulics, fluid conveyance and engine components.

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. The following presents the estimated fair values of Lord's and Exotic's assets acquired and liabilities assumed on the respective acquisition dates. These estimates are based on available information and are revised during the measurement period, not to exceed 12 months from the acquisition date, as third-party valuations are finalized, additional information becomes available and as additional analysis is performed. All measurement period adjustments were completed within a year from the acquisition date, and such adjustments did not have a material impact on the Company's results of operations and financial position.

The final purchase price allocations for acquisitions in 2020 is as follows:


	Lord		Exotic
	October 29, 2019		September 16, 2019
Assets:
Cash and cash equivalents	$	74,013	$	8,179
Accounts receivable	153,765		81,336
Inventories	248,600		114,661
Prepaid expenses	24,230		1,343
Property, plant and equipment	409,163		178,393
Deferred income taxes	—		2,057
Other assets	41,335		1,226
Intangible assets	1,446,660		874,470
Goodwill	1,970,603		503,725
Total assets acquired	4,368,369		1,765,390
Liabilities:
Notes payable and long-term debt payable within one year	156		—
Accounts payable, trade	56,186		23,176
Accrued payrolls and other compensation	57,571		8,863
Accrued domestic and foreign taxes	2,898		2,123
Other accrued liabilities	88,394		25,662
Long-term debt	221,161		—
Pensions and other postretirement benefits	115,017		—
Deferred income taxes	304,445		—
Other liabilities	55,832		—
Noncontrolling interests	11,266		—
Total liabilities and noncontrolling interests assumed	912,926		59,824
Net assets acquired	$	3,455,443	$	1,705,566

Goodwill is calculated as the excess of the purchase price over the net assets acquired. With respect to the Lord and Exotic acquisitions, goodwill represents cost synergies and enhancements to our existing technologies. For tax purposes, Lord's goodwill is not deductible, and Exotic's goodwill is deductible. Based upon an acquisition valuation, intangibles acquired as part of the Exotic acquisition include $502 million of customer-related intangible assets, $281 million of patents and technology and $91 million of trademarks, with weighted average estimated useful lives of 18, 20 and 20 years, respectively. Similarly, the Lord acquisition includes $869 million of customer-related intangible assets, $458 million of patents and technology and $119 million of trademarks, with weighted average estimated useful lives of 13, 21 and 20 years, respectively. These intangible assets were valued using the income approach, which includes significant assumptions around future revenue growth and discount rates. Such assumptions are classified as level 3 inputs within the fair value hierarchy.

Our consolidated financial statements for 2020 include the results of operations of Lord and Exotic from their respective acquisition dates through June 30, 2020. Net sales and segment operating income attributable to these acquisitions during this period and included in our consolidated financial statements totaled $949 million and $22 million, respectively.

Acquisition-related transaction and integration costs totaled $119 million in 2020. These costs are included in selling, general, and administrative expenses in the Consolidated Statement of Income.