XML 55 R32.htm IDEA: XBRL DOCUMENT v3.20.4
Business Combinations (Tables)
12 Months Ended
Dec. 31, 2020
Business Acquisition [Line Items]  
Schedule of Goodwill Changes in our goodwill balances for the year ended in 2020 were as follows:
(dollars in millions)Balance as of
January 1,
2020
Acquisitions and DivestituresImpairment LossesForeign
currency
translation
and other
Balance as of
December 31,
2020
Collins Aerospace Systems$35,025 $(890)$(3,183)$619 $31,571 
Pratt & Whitney1,563    1,563 
Raytheon Intelligence & Space— 9,236  4 9,240 
Raytheon Missiles & Defense— 11,887  3 11,890 
Total Segment36,588 20,233 (3,183)626 54,264 
Eliminations and other21    21 
Total$36,609 $20,233 $(3,183)$626 $54,285 
Schedule of Indefinite-Lived Intangible Assets Identifiable intangible assets are comprised of the following:
 20202019
(dollars in millions)Gross
Amount
Accumulated
Amortization
Gross
Amount
Accumulated
Amortization
Amortized:
Patents and trademarks$48 $(35)$47 $(34)
Collaboration intangible assets5,021 (1,024)4,862 (920)
Exclusivity assets2,541 (295)2,386 (275)
Developed technology and other906 (316)890 (217)
Customer relationships30,241 (5,262)17,750 (3,392)
 38,757 (6,932)25,935 (4,838)
Unamortized:
Trademarks and other8,714  3,376  
Total$47,471 $(6,932)$29,311 $(4,838)
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense The following is the expected amortization of total intangible assets for 2021 through 2025, which reflects the pattern of expected economic benefit on certain aerospace intangible assets:
(dollars in millions)20212022202320242025
Amortization expense$2,409$1,924$2,040$2,106$2,020
Raytheon Company [Member]  
Business Acquisition [Line Items]  
Schedule of consideration transferred
Total consideration is calculated as follows:
(dollars in millions)Amount
Fair value of RTC common stock issued for Raytheon Company outstanding common stock and vested equity awards$33,067 
Fair value attributable to pre-merger service for replacement equity awards99 
Total merger consideration$33,166 
The fair value of RTC common stock issued for Raytheon Company outstanding common stock and vested equity awards is calculated as follows:
(dollars and shares in millions, except per share amounts and exchange ratio)Amount
Number of Raytheon Company common shares outstanding as of April 3, 2020277.3
Number of Raytheon Company stock awards vested as a result of the Raytheon Merger (1)
0.4
Total outstanding shares of Raytheon Company common stock and equity awards entitled to merger consideration277.7
Exchange ratio (2)
2.3348
Shares of RTC common stock issued for Raytheon Company outstanding common stock and vested equity awards648.4
Price per share of RTC common stock (3)
$51.00 
Fair value of RTC common stock issued for Raytheon Company outstanding common stock and vested equity awards$33,067 
(1)    Represents Raytheon Company stock awards that vested as a result of the Raytheon Merger, which is considered a “change in control” for purposes of the Raytheon 2010 Stock Plan. Certain Raytheon Company restricted stock awards and Raytheon Company restricted stock unit (RSU) awards, issued under the Raytheon 2010 Stock Plan vested on an accelerated basis as a result of the Raytheon Merger. Such vested awards were converted into the right to receive RTC common stock determined as the product of (1) the number of vested awards, and (2) the exchange ratio.
(2)    The exchange ratio is equal to 2.3348 shares of UTC common stock for each share of Raytheon Company common stock in accordance with the Raytheon Merger Agreement.
(3)    The price per share of RTC common stock is based on the RTC opening stock price as of April 3, 2020.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
Any potential adjustments made could be material in relation to the preliminary values presented below.
(dollars in millions)
Cash and cash equivalents$3,208 
Accounts receivable1,997 
Inventory705 
Contract assets6,023 
Other assets, current940 
Fixed assets4,745 
Operating lease right-of-use assets950 
Intangible assets:19,130 
Customer relationships12,900 
Tradenames/trademarks5,430 
Developed technology800 
Other assets1,193 
Total identifiable assets acquired38,891 
Accounts payable1,455 
Accrued employee compensation1,492 
Other accrued liabilities1,797 
Contract liabilities2,991 
Long-term debt, including current portion4,700 
Operating lease liabilities, non-current portion738 
Future pension and postretirement benefit obligation11,621 
Other long-term liabilities2,425 
Total liabilities acquired27,219 
Total identifiable net assets11,672 
Goodwill21,528 
Redeemable noncontrolling interest(34)
Total consideration transferred$33,166 
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination The intangible assets included above consist of the following:
(dollars in millions)Estimated
Fair Value
Estimated
Life
Acquired customer relationships$12,900 25 years
Acquired tradenames5,430 Indefinite
Acquired developed technology800 
5 to 7 years
Total identifiable intangible assets $19,130 
Business Acquisition, Pro Forma Information, Nonrecurring Adjustments The results below reflect Raytheon Technologies on a continuing operations basis, in order to more accurately represent the structure of Raytheon Technologies after completion of the Separation Transactions and the Raytheon Merger.
(dollars in millions, except per share amounts)20202019
Net sales$64,087 $74,238 
Income (loss) from continuing operations attributable to common shareowners(2,167)6,544 
Basic earnings (loss) per share of common stock from continuing operations$(1.43)$4.34 
Diluted earnings (loss) per share of common stock from continuing operations(1.43)4.31 
The unaudited supplemental pro-forma data above includes the following significant adjustments made to account for certain costs which would have been incurred if the acquisition had been completed on January 1, 2019, as adjusted for the applicable tax impact. As the merger was completed on April 3, 2020, the pro-forma adjustments in the table below only include the required adjustments through April 3, 2020.
(dollars in millions)20202019
Amortization of acquired Raytheon Company intangible assets, net (1)
$(270)$(1,048)
Amortization of fixed asset fair value adjustment (2)
(9)(38)
Utilization of contractual customer obligation (3)
8 57 
Deferred revenue fair value adjustment (4)
(4)(33)
Adjustment to non-service pension (income) expense (5)
239 832 
RTC/Raytheon fees for advisory, legal, accounting services (6)
134 (134)
Adjustment to interest expense related to the Raytheon Merger, net (7)
9 36 
Elimination of deferred commission amortization (8)
5 20 
$112 $(308)
(1)    Reflects the additional amortization of the acquired Raytheon Company’s intangible assets recognized at fair value in purchase accounting and eliminates the historical Raytheon Company intangible asset amortization expense.
(2)    Reflects the amortization of the fixed asset fair value adjustment as of the acquisition date.
(3)    Reflects the additional amortization of liabilities recognized for certain acquired loss making contracts as of the acquisition date.
(4)    Reflects the difference between prepayments related to extended arrangements and the preliminary fair value of the assumed performance obligations as they are satisfied.
(5)    Represents the elimination of unamortized prior service costs and actuarial losses, as a result of fair value purchase accounting.
(6)    Reflects the elimination of transaction-related fees incurred by RTC and Raytheon Company in connection with the Raytheon Merger and assumes all of the fees were incurred during the first quarter of 2019.
(7)    Reflects the amortization of the fair market value adjustment related to Raytheon Company.
(8)    Reflects the elimination of amortization recognized on deferred commissions that are eliminated in purchase accounting.
The unaudited supplemental pro-forma financial information does not reflect the potential realization of cost savings related to the integration of the two companies. Further, the pro-forma data should not be considered indicative of the results that would have occurred if the acquisition had been consummated on January 1, 2019, nor are they indicative of future results.
Rockwell Collins [Member]  
Business Acquisition [Line Items]  
Schedule of consideration transferred
(dollars in millions)Amount
Cash consideration paid for Rockwell Collins outstanding common stock & equity awards$15,533 
Fair value of UTC common stock issued for Rockwell Collins outstanding common stock & equity awards
7,960 
Total consideration transferred$23,493 
Business Acquisition, Pro Forma Information, Nonrecurring Adjustments The pro-forma results were calculated by combining the results of RTC with the stand-alone results of Rockwell Collins for the pre-acquisition periods, which were adjusted to account for certain costs that would have been incurred during this pre-acquisition period:
(dollars in millions, except per share amounts; shares in millions)2018
Net sales$42,336 
Net income attributable to common shareowners from continuing operations2,011 
Basic earnings per share of common stock from continuing operations$2.26 
Diluted earnings per share of common stock from continuing operations2.24 
The unaudited supplemental pro-forma data above includes the following significant adjustments made to account for certain costs which would have been incurred if the acquisition had been completed on January 1, 2017, as adjusted for the applicable
tax impact. As our acquisition of Rockwell Collins was completed on November 26, 2018, the pro-forma adjustments in the table below only include the required adjustments through November 26, 2018:
(dollars in millions)2018
Amortization of inventory and fixed asset fair value adjustment (1)
$58 
Amortization of acquired Rockwell Collins intangible assets, net (2)
(193)
Utilization of contractual customer obligation (3)
16 
RTC/Rockwell fees for advisory, legal, accounting services (4)
212 
Interest expense incurred on acquisition financing, net (5)
(199)
Elimination of capitalized pre-production engineering amortization (6)
63 
Adjustment to net periodic pension cost (7)
42 
Adjustment to reflect the adoption of ASC 606 (8)
106 
Elimination of entities held for sale (9)
(47)
$58 
(1)    Reflects the elimination of the inventory step-up amortization recorded by RTC in 2018 as this would have been completed within the first two quarters of 2017. Additionally, this adjustment reflects the amortization of the fixed asset fair value adjustment as of the acquisition date.
(2)    Reflects the additional amortization of the acquired Rockwell Collins’ intangible assets recognized at fair value in purchase accounting and eliminates the historical Rockwell Collins intangible asset amortization expense.
(3)    Reflects the additional amortization of liabilities recognized for acquired contracts with terms less favorable than could be realized in market transactions as of the acquisition date and eliminates Rockwell Collins historical amortization of these liabilities.
(4)    Reflects the elimination of transaction-related fees incurred by RTC and Rockwell Collins in connection with the acquisition and assumes all of the fees were incurred during the first quarter of 2017.
(5)    Reflects the additional interest expense incurred on debt to finance our acquisition of Rockwell Collins and reduces interest expense for the debt fair value adjustment which would have been amortized.
(6)    Reflects the elimination of Rockwell Collins capitalized pre-production engineering amortization to conform to RTC policy.
(7)    Reflects adjustments for the elimination of amortization of prior service cost and actuarial loss amortization, which was recorded by Rockwell Collins, as a result of fair value purchase accounting, net of the impact of the revised pension and post-retirement benefit (expense) as determined under RTC’s plan assumptions.
(8)    Reflects adjustments to Rockwell Collins revenue recognition as if they adopted the New Revenue Standard as of January 1, 2018 and primarily relates to capitalization of contract costs and changes in timing of sales recognition for contracts requiring an over time method of revenue recognition, partially offset by deferral of revenue recognized on OEM product engineering and development.
(9)    Reflects the elimination of entities required to be sold for regulatory approvals.