v3.22.2.2
Acquisitions, Divestitures, Goodwill and Intangible Assets
9 Months Ended
Sep. 30, 2022
Business Combinations [Abstract]  
Acquisitions, Divestitures, Goodwill and Intangible Assets
Note 3–Acquisitions, Divestitures, Goodwill and Intangible Assets
Business Acquisitions
On July 29, 2022, we entered into a definitive agreement to acquire Cobham Aviation Services Australia’s Special Mission business ("Cobham Special Mission") for a preliminary purchase consideration of $310 million Australian dollars, subject to working capital adjustments. Cobham Special Mission provides airborne border surveillance and search and rescue services to the Australian Federal Government.
On September 21, 2021, we completed an immaterial strategic business acquisition for purchase consideration of approximately $36 million. In connection with the transaction, we recognized an $8 million program intangible asset and goodwill of $25 million.
Aviation & Missile Solutions LLC ("AMS") Divestiture
On November 22, 2021, we signed a definitive agreement within our Defense Solutions segment to dispose of its AMS business in order to focus on leading-edge and technologically advanced services, solutions and products. The net sales price was $15 million, and the divestiture was completed on April 29, 2022.
Goodwill
The following table presents changes in the carrying amount of goodwill by reportable segment:
Defense SolutionsCivilHealthTotal
(in millions)
Goodwill at January 1, 2021$3,300 $2,047 $966 $6,313 
Acquisitions of businesses425 5 — 430 
Divestiture of a business(1)— — (1)
Goodwill re-allocation(17)17 — — 
Foreign currency translation adjustments(26)28 — 2 
Goodwill at December 31, 2021$3,681 $2,097 $966 $6,744 
Divestiture of a business(6)— — (6)
Foreign currency translation adjustments(62)(58)— (120)
Goodwill at September 30, 2022
$3,613 $2,039 $966 $6,618 
We evaluate qualitative factors that could cause us to believe the estimated fair value of each of our reporting units may be lower than the carrying value and trigger a quantitative assessment, including, but not limited to (i) macroeconomic conditions, (ii) industry and market considerations, (iii) our overall financial performance, including an analysis of our current and projected cash flows, revenues and earnings, (iv) a sustained decrease in share price and (v) other relevant entity-specific events including changes in management, strategy, partners or litigation.
As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2021, the estimated fair value of the Security Enterprise Solutions reporting unit within the Civil reportable segment exceeded the carrying value by approximately 6% as of the most recent assessment date. In the event that there are significant unfavorable changes to forecasted cash flows of the reporting unit (including if the impact of COVID-19 on passenger travel levels is more prolonged or severe than what is incorporated into our forecast), terminal growth rates or the cost of capital used in the fair value estimates, we may be required to record a material impairment of goodwill at a future date. We did not identify any qualitative factors that would trigger a quantitative goodwill impairment test during the nine months ended September 30, 2022. There were no impairments to goodwill during the nine months ended September 30, 2022, and October 1, 2021.
Intangible Assets
Intangible assets, net consisted of the following:
September 30, 2022December 31, 2021
Gross carrying value Accumulated amortizationNet carrying valueGross carrying valueAccumulated amortizationNet carrying value
(in millions)
Finite-lived intangible assets:
Programs
$1,697 $(967)$730 $1,722 $(830)$892 
Software and technology
218 (130)88 230 (121)109 
Customer relationships
84 (21)63 97 (18)79 
Backlog
— — — 38 (37)1 
Trade names
1 (1)— 1 (1)— 
Total finite-lived intangible assets
2,000 (1,119)881 2,088 (1,007)1,081 
Indefinite-lived intangible assets:
In-process research and development ("IPR&D") (1)
92 — 92 92 — 92 
Trade names4 — 4 4 — 4 
Total indefinite-lived intangible assets96 — 96 96 — 96 
Total intangible assets$2,096 $(1,119)$977 $2,184 $(1,007)$1,177 
(1) IPR&D assets are indefinite-lived at the acquisition date until placed into service, at which time such assets will be reclassified to a finite-lived amortizable intangible asset.
Amortization expense was $57 million and $173 million for the three and nine months ended September 30, 2022, respectively, and $63 million and $173 million for the three and nine months ended October 1, 2021, respectively.
Program intangible assets are amortized over their respective estimated useful lives in proportion to the pattern of economic benefit based on expected future discounted cash flows. Backlog and finite-lived trade name intangible assets are amortized on a straight-line basis over their estimated useful lives. Customer relationships and software and technology intangible assets are amortized either on a straight-line basis over their estimated useful lives or over their respective estimated useful lives in proportion to the pattern of economic benefit based on expected future discounted cash flows, as deemed appropriate.
The estimated annual amortization expense as of September 30, 2022, was as follows:
Fiscal year ending
(in millions)
2022 (remainder of year)$56 
2023199 
2024147 
2025119 
202694 
2027 and thereafter266 
$881