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Acquisitions and Divestitures, Goodwill, and Intangible Assets
12 Months Ended
Dec. 31, 2020
Business Combinations, Goodwill and Intangible Assets Disclosure [Abstract]  
Acquisitions and Divestitures, Goodwill, and Intangible Assets ACQUISITIONS AND DIVESTITURES, GOODWILL, AND INTANGIBLE ASSETS
Acquisitions and Divestitures
In 2020, we acquired three businesses in our Aerospace segment and two businesses in our Combat Systems segment for an aggregate of approximately $205.
In 2019, we acquired two businesses in our Aerospace segment and a business in our Technologies segment for an aggregate of approximately $20.
In 2018, in addition to the acquisition of CSRA (described below), we acquired three businesses in our Aerospace segment, a business in our Combat Systems segment and a business in our Technologies segment for an aggregate of approximately $400.
The operating results of these acquisitions have been included with our reported results since the respective closing dates. The purchase prices of the acquisitions have been allocated to the estimated fair value of net tangible and intangible assets acquired, with any excess purchase price recorded as goodwill.
In 2020, we completed the sale of a business in our Aerospace segment and two businesses in our Technologies segment, one of which was classified as held for sale on the Consolidated Balance Sheet on December 31, 2019. In 2019, we completed the sale of a business in our Technologies segment that was classified as held for sale on the Consolidated Balance Sheet on December 31, 2018. In 2018, we completed the sale of three businesses in our Technologies segment: a commercial health products business, CSRA operations that we were required by a government customer to dispose of to address an organizational conflict of interest with respect to services provided to the customer and a public-facing contact-center business.
CSRA Acquisition
On April 3, 2018, we acquired 100% of the outstanding shares of CSRA for $41.25 per share in cash plus the assumption of outstanding net debt. CSRA is a provider of IT solutions to the defense, intelligence and federal civilian markets and is included in our Technologies segment.
Fair Value of Net Assets Acquired. The following table summarizes the allocation of the $9.7 billion cash purchase price to the estimated fair values of the assets acquired and liabilities assumed on the acquisition date, with the excess recorded as goodwill:
Cash and equivalents$45 
Accounts receivable155 
Unbilled receivables415 
Other current assets303 
Property, plant and equipment, net326 
Intangible assets, net2,066 
Goodwill7,935 
Other noncurrent assets369 
Total assets$11,614 
Accounts payable$(135)
Customer advances and deposits(151)
Current lease obligation(51)
Other current liabilities(434)
Noncurrent lease obligation(207)
Noncurrent deferred tax liability(355)
Other noncurrent liabilities(532)
Total liabilities$(1,865)
Net assets acquired$9,749 
Pro Forma Information (Unaudited). The following pro forma information presents our consolidated revenue and earnings from continuing operations as if the acquisition of CSRA and the related financing transactions had occurred on January 1, 2017:
Year Ended December 312018
Revenue$37,534 
Earnings from continuing operations3,390 
Diluted earnings per share from continuing operations$11.33 
The pro forma information was prepared by combining our reported historical results with the historical results of CSRA for the pre-acquisition periods. In addition, the reported historical amounts were adjusted for the following items, net of associated tax effects:
    The impact of acquisition financing.
    The removal of CSRA operations that we were required by a government customer to dispose of to address an organizational conflict of interest with respect to services provided to the customer.
    The removal of CSRA’s historical pre-acquisition intangible asset amortization expense and debt-related interest expense.
    The impact of intangible asset amortization expense assuming our estimate of fair value was applied on January 1, 2017.
    The payment of acquisition-related costs assuming they were incurred on January 1, 2017.
The pro forma information does not reflect the realization of expected cost savings or synergies from the acquisition, and does not reflect what our combined results of operations would have been had the acquisition occurred on January 1, 2017.
Goodwill
The changes in the carrying amount of goodwill by reporting unit were as follows:
AerospaceMarine SystemsCombat SystemsInformation TechnologyMission SystemsTechnologiesTotal Goodwill
December 31, 2018 (a)$2,813 $297 $2,633 $9,622 $4,229 $— $19,594 
Acquisitions/divestitures (b)— 15 77 — 101 
Other (c)15 — 33 (67)— (18)
December 31, 2019 (a)2,831 297 2,681 9,700 4,168 — 19,677 
Acquisitions (b)72 — 65 — — — 137 
Other (c)162 — 40 46 (9)— 239 
Change in reporting unit composition (d)— — — (9,746)(4,159)13,905 — 
December 31, 2020 (e)$3,065 $297 $2,786 $— $— $13,905 $20,053 
(a)Goodwill in the Information Technology and Mission Systems reporting units is net of $536 and $1.3 billion of accumulated impairment losses, respectively.
(b)Includes adjustments during the purchase price allocation period.
(c)Consists primarily of adjustments for foreign currency translation and for the allocation of goodwill to operations classified as held for sale.
(d)Effective December 31, 2020, we reorganized our Information Technology and Mission Systems operating segments into a single Technologies segment. See Note A for additional information regarding the segment reorganization. This reorganization similarly changed the composition of our reporting units. Accordingly, goodwill of the Information Technology and Mission Systems reporting units was combined and assigned to the Technologies reporting unit.
(e)Goodwill in the Technologies reporting unit is net of $1.8 billion of accumulated impairment losses.
Intangible Assets
Intangible assets consisted of the following:
Gross Carrying Amount (a)Accumulated AmortizationNet Carrying AmountGross Carrying Amount (a)Accumulated AmortizationNet Carrying Amount
December 3120202019
Contract and program intangible assets (b)$3,399 $(1,600)$1,799 $3,776 $(1,779)$1,997 
Trade names and trademarks516 (229)287 474 (195)279 
Technology and software134 (106)28 164 (126)38 
Other intangible assets161 (158)159 (158)
Total intangible assets$4,210 $(2,093)$2,117 $4,573 $(2,258)$2,315 
(a)Changes in gross carrying amounts consist primarily of adjustments for write-offs of fully amortized intangible assets, acquired intangible assets and foreign currency translation.
(b)Consists of acquired backlog and probable follow-on work and associated customer relationships.
We did not recognize any impairments of our intangible assets in 2020, 2019 or 2018. The amortization lives (in years) of our intangible assets on December 31, 2020, were as follows:
Intangible AssetRange of Amortization Life
Contract and program intangible assets
7-30
Trade names and trademarks30
Technology and software
5-15
Other intangible assets7
Amortization expense is included in operating costs and expenses in the Consolidated Statement of Earnings. Amortization expense for intangible assets was $261 in 2020, $277 in 2019 and $270 in 2018. We expect to record annual amortization expense over the next five years as follows:
Year Ended December 31Amortization Expense
2021$221 
2022197 
2023180 
2024170 
2025162