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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Exhibit
Number
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Exhibit Description
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Unaudited pro forma combined financial information of RTC for the year ended December 31, 2020.
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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RAYTHEON TECHNOLOGIES CORPORATION
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(Registrant)
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Date: August 4, 2021
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By:
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/S/ NEIL G. MITCHILL, JR.
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Neil G. Mitchill, Jr.
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Executive Vice President & Chief Financial Officer
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• |
The Merger, with acquisition accounting applied to Raytheon as the accounting acquiree; and
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• |
The Financing Transactions and Other Transaction Costs.
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• |
The unaudited pro forma combined statement of operations for the year ended December 31, 2020 was prepared based on:
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(1) |
the historical audited consolidated statement of operations of Raytheon Technologies for the year ended December 31, 2020;
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(2) |
the historical unaudited consolidated statement of operations of Raytheon for the three months ended March 29, 2020; and
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(3) |
the historical unaudited consolidated statement of operations of Raytheon for the stub period of March 30, 2020 through April 2, 2020.
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• |
The Company’s audited consolidated statement of operations and related notes for the year ended December 31, 2020, included in RTC’s Annual Report on Form 10-K filed
with the SEC on February 8, 2021; and
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• |
Raytheon’s unaudited consolidated statement of operations and related notes for the quarter ended March 29, 2020 included in Exhibit 99.1 within the Current Report on
Form 8-K filed with the SEC on May 7, 2020.
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Raytheon Technologies Corporation
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Financing Transactions and Other Transaction Costs
(Note 2)
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Raytheon Company After Reclassifications Quarter Ended March 29, 2020
(Note 3)
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Raytheon Company After Reclassifications March 30, 2020 – April 2, 2020
(Note 3)
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Pro Forma Merger Adjustments (Note 4)
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Pro Forma Combined Company
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|||||||||||||||||||
Net Sales:
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||||||||||||||||||||||||
Product sales
|
$
|
43,319
|
$
|
—
|
$
|
6,005
|
$
|
344
|
$
|
(122)
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(c)
|
$
|
49,546
|
|||||||||||
Service sales
|
13,268
|
—
|
1,160
|
65
|
—
|
14,493
|
||||||||||||||||||
Total Net Sales
|
56,587
|
—
|
7,165
|
409
|
(122)
|
64,039
|
||||||||||||||||||
Costs and Expenses:
|
||||||||||||||||||||||||
Cost of products sold
|
38,137
|
—
|
4,338
|
258
|
225
|
(d)
|
42,958
|
|||||||||||||||||
Cost of services sold
|
9,919
|
—
|
907
|
53
|
(1)
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(d)
|
10,878
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|||||||||||||||||
Research and development
|
2,582
|
—
|
161
|
17
|
1
|
(e)
|
2,761
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|||||||||||||||||
Selling, general and administrative
|
5,540
|
(14)
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(b)
|
567
|
22
|
(117)
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(f)
|
5,998
|
||||||||||||||||
Total Costs and Expenses
|
56,178
|
(14)
|
5,973
|
350
|
108
|
62,595
|
||||||||||||||||||
Goodwill impairment
|
(3,183)
|
—
|
—
|
—
|
—
|
(3,183)
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||||||||||||||||||
Other income (expense), net
|
885
|
—
|
—
|
—
|
—
|
885
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||||||||||||||||||
Operating profit (loss)
|
(1,889)
|
14
|
1,192
|
59
|
(230)
|
(854)
|
||||||||||||||||||
Non-operating (income) expense, net
|
||||||||||||||||||||||||
Non-service pension (benefit) cost
|
(902)
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—
|
192
|
12
|
(300)
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(g)
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(998)
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|||||||||||||||||
Interest expense (income), net
|
1,366
|
(125)
|
(a)
|
57
|
2
|
(12)
|
(h)
|
1,288
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||||||||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
(2,353)
|
$
|
139
|
$
|
943
|
$
|
45
|
$
|
82
|
$
|
(1,144)
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||||||||||||
Income tax expense (benefit)
|
575
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(370)
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(a)(b)
|
153
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3
|
9
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(i)
|
370
|
||||||||||||||||
Net income (loss) from continuing operations
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$
|
(2,928)
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$
|
509
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$
|
790
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$
|
42
|
$
|
73
|
$
|
(1,514)
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||||||||||||
Less: Noncontrolling interest in subsidiaries’ earnings from continuing operations
|
181
|
—
|
2
|
—
|
—
|
183
|
||||||||||||||||||
Income (loss) from continuing operations attributable to common shareowners
|
$
|
(3,109)
|
$
|
509
|
$
|
788
|
$
|
42
|
$
|
73
|
$
|
(1,697)
|
||||||||||||
Pro forma earnings per share of common stock:
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||||||||||||||||||||||||
Basic
|
$
|
(2.29)
|
$
|
(1.12)
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||||||||||||||||||||
Diluted
|
$
|
(2.29)
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$
|
(1.12)
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||||||||||||||||||||
Pro forma weighted average common shares outstanding
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||||||||||||||||||||||||
Basic
|
1,357.8
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(j)
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1,511.7
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|||||||||||||||||||||
Diluted
|
1,357.8
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(k)
|
1,511.7
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a). |
Reflects a reduction in interest expense of $125 million for the year ended December 31, 2020, as a result of RTC’s paydown of debt in order to not exceed the maximum
applicable net indebtedness required by the Merger Agreement, calculated using a weighted average interest rate of 3.7%, based on the indebtedness of RTC during the year ended December 31, 2020 that is assumed to have been extinguished as of
January 1, 2020, as well as a related reduction in tax benefit of $23 million. A 1/8% change in the estimated interest rate would increase or decrease the interest expense of RTC by $4.8 million for the year ended December 31, 2020.
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b). |
Reflects the elimination of non-recurring Separation and Distribution related costs incurred by RTC of $14 million which are reflected as part of continuing operations,
primarily related to incremental stock compensation expense incurred upon the Separation and Distributions related to awards for employees remaining with RTC. Additionally, reflects the elimination of net tax charges related to Separation and
Distribution activities of $393 million that were incurred during the year ended December 31, 2020 and included within continuing operations.
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(Dollars, in millions)
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Before Reclassifications
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Reclassifications
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Notes
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After Reclassifications
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|||||||||
Net Sales:
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|||||||||||||
Product sales
|
$
|
344
|
$
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344
|
|||||||||
Service sales
|
65
|
65
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|||||||||||
409
|
409
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||||||||||||
Costs and Expenses:
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|||||||||||||
Cost of products sold
|
258
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258
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|||||||||||
Cost of services sold
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53
|
53
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|||||||||||
Research and development
|
—
|
17
|
(i)
|
17
|
|||||||||
Selling, general and administrative
|
39
|
(17)
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(i)
|
22
|
|||||||||
350
|
350
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||||||||||||
Other income, net
|
—
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—
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|||||||||||
Operating profit
|
59
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59
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|||||||||||
Non-service pension (benefit) cost
|
12
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12
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|||||||||||
Interest expense (income), net
|
—
|
2
|
(ii)
|
2
|
|||||||||
Interest expense
|
2
|
(2)
|
(ii)
|
—
|
|||||||||
Interest income
|
—
|
—
|
|||||||||||
Other (income) expense, net
|
—
|
—
|
|||||||||||
Income (loss) before income taxes
|
$
|
45
|
$
|
45
|
|||||||||
Income tax expense (income)
|
3
|
3
|
|||||||||||
Net income
|
$
|
42
|
$
|
42
|
|||||||||
Less: Noncontrolling interest in subsidiaries’ earnings (loss)
|
—
|
—
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|||||||||||
Net income (loss) attributable to Raytheon common stockholders
|
$
|
42
|
$
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42
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i. |
Represents the reclassification of $17 million of research and development costs from Selling, general, and administrative expenses to Research and development
expenses.
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ii. |
Represents the reclassification of Interest expense to Interest expense (income), net.
|
(Dollars, in millions)
|
Before Reclassifications
|
Reclassifications
|
Notes
|
After Reclassifications
|
||||||||||
Net Sales:
|
||||||||||||||
Product sales
|
$
|
6,005
|
$
|
6,005
|
||||||||||
Service sales
|
1,160
|
1,160
|
||||||||||||
7,165
|
7,165
|
|||||||||||||
Costs and Expenses:
|
||||||||||||||
Cost of products sold
|
4,338
|
4,338
|
||||||||||||
Cost of services sold
|
907
|
907
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||||||||||||
Research and development
|
—
|
161
|
(i)
|
161
|
||||||||||
Selling, general and administrative
|
728
|
(161)
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(i)
|
567
|
||||||||||
5,973
|
5,973
|
|||||||||||||
Other income, net
|
—
|
—
|
||||||||||||
Operating profit
|
1,192
|
1,192
|
||||||||||||
Non-service pension (benefit) cost
|
192
|
192
|
||||||||||||
Interest expense (income), net
|
—
|
57
|
(ii)(iii)
|
57
|
||||||||||
Interest expense
|
43
|
(43)
|
(iii)
|
—
|
||||||||||
Interest income
|
(11)
|
$
|
11
|
(iii)
|
—
|
|||||||||
Other (income) expense, net
|
25
|
$
|
(25)
|
(ii)
|
—
|
|||||||||
Income (loss) before income taxes
|
$
|
943
|
$
|
943
|
||||||||||
Income tax expense (income)
|
153
|
153
|
||||||||||||
Net income
|
$
|
790
|
$
|
790
|
||||||||||
Less: Noncontrolling interest in subsidiaries’ earnings (loss)
|
2
|
2
|
||||||||||||
Net income (loss) attributable to Raytheon common stockholders
|
$
|
788
|
$
|
788
|
i. |
Represents the reclassification of $161 million of research and development costs from Selling, general, and administrative expenses to Research and development
expenses.
|
ii. |
Represents the reclassification of Other (income) expense, net, which primarily relates to mark-to-market of marketable securities held in trusts associated with
certain nonqualified deferred compensation and employee benefit plans, to Interest expense (income), net.
|
iii. |
Represents the reclassification of Interest expense and Interest income to Interest expense (income), net.
|
c). |
Product sales: Represents adjustments to product sales comprised of the following:
|
(Dollars in millions)
|
Year Ended 12/31/2020
|
|||
Elimination of sales related to intercompany sales from RTC to Raytheon (i)
|
$
|
69
|
||
Deferred revenue amortization (ii)
|
5
|
|||
Middle East contract adjustment (iii)
|
48
|
|||
Total pro forma adjustment to product sales
|
$
|
122
|
i. |
Represents the elimination of sales that were earned by RTC on sales to Raytheon that would be considered intercompany transactions and are eliminated in the
consolidated financial statements of the Company following completion of the Merger.
|
ii. |
Represents a decrease in sales related to the fair value of Raytheon’s deferred revenue in purchase accounting and the related amortization of the difference between
prepayments related to extended arrangements and the fair value of the assumed performance obligations, as they are satisfied.
|
iii. |
Represents the reversal of Raytheon sales recognized in the first quarter of 2020 on direct commercial sales contracts for precision guided munitions with a certain
Middle East customer.
|
d). |
Cost of products and services sold: Represents adjustments to cost of products and services sold comprised of the following:
|
1. Cost of products sold:
(Dollars in millions)
|
Year Ended 12/31/2020
|
|||
Amortization of acquired intangible assets (i)
|
$
|
350
|
||
Depreciation of fixed assets step-up (ii)
|
10
|
|||
Adjustment to pension service cost (iii)
|
(8)
|
|||
Elimination of costs related to intercompany sales from RTC to Raytheon (iv)
|
(69)
|
|||
Amortization of onerous contracts (v)
|
(10)
|
|||
Middle East contract adjustment (vi)
|
(48)
|
|||
Total pro forma adjustment to cost of products sold
|
$
|
225
|
||
2. Cost of services sold:
(Dollars in millions)
|
Year Ended 12/31/2020
|
|||
Depreciation of fixed assets step-up (ii)
|
$
|
1
|
||
Adjustment to pension service cost (iii)
|
(2)
|
|||
Total pro forma adjustment to cost of services sold
|
$
|
(1)
|
i. |
Represents net impact of removal of historical amortization expense and amortization expense recognized due to the identification of definite-lived intangible assets in
purchase accounting.
|
ii. |
Represents adjustment to depreciation expense due to the recognition of Raytheon’s fixed assets at their fair values in purchase accounting, depreciated over their
estimated remaining useful lives, determined in accordance with RTC policy.
|
iii. |
Represents the impact of the pension and postretirement service cost expense as determined under RTC’s plan assumptions.
|
iv. |
Represents elimination of cost of sales relating to transactions between RTC and Raytheon that would be considered intercompany transactions and will be eliminated in
the consolidated financial statements of the Company following the Merger.
|
v. |
Represents amortization of onerous contracts recorded at their fair values in purchase accounting.
|
vi. |
Represents the reversal of $34 million of Raytheon cost of sales recognized in the first quarter of 2020 on direct commercial sales contracts for
precision guided munitions with a certain Middle East customer and a related $14 million reduction to cost of sales for a reduction in the contract asset write-off recorded in the fourth quarter of 2020 for the same contracts.
|
e). |
Research and development expenses: Reflects an increase of $1 million in depreciation expense due to the recognition of Raytheon’s fixed assets at their fair values in
purchase accounting.
|
f). |
Selling, general and administrative expenses: Represents adjustments to selling, general and administrative expenses comprised of the following:
|
(Dollars, in millions)
|
Year Ended 12/31/2020
|
|||
Depreciation of fixed assets step-up (i)
|
$
|
—
|
||
Adjustment to pension service cost (ii)
|
(1)
|
|||
Elimination of deferred commissions amortization (iii)
|
(7)
|
|||
Elimination of transaction costs (iv)
|
(109)
|
|||
Total pro forma adjustment to selling, general, and administrative expenses
|
$
|
(117)
|
i. |
Represents adjustment to depreciation expense due to the recognition of Raytheon’s fixed assets at their fair values in purchase accounting, depreciated over their
estimated remaining useful lives, determined in accordance with RTC policy.
|
ii. |
Represents the impact of the pension and postretirement service cost expense as determined under RTC’s plan assumptions.
|
iii. |
Represents elimination of amortization recognized on deferred commissions that are eliminated in purchase accounting.
|
iv. |
Represents the elimination of non-recurring transaction costs incurred related to the Merger.
|
g). |
Non-service pension (benefit) cost: Reflects an adjustment to Non-service pension (benefit) cost for the elimination of prior service cost and actuarial loss
amortization, which was recorded by Raytheon as a result of the application of purchase accounting.
|
h). |
Interest expense (income), net: Reflects a decrease of $12 million for the amortization of the incremental fair value of assumed debt recognized in connection with
purchase accounting.
|
i). |
Income tax expense (income): Reflects the tax effect of pro forma adjustments. The pro forma adjustments were tax effected at the applicable blended statutory tax rate,
generally 23%. RTC’s effective tax rate may be materially different after conclusion of final acquisition accounting, removal of one-time items reflected in historical amounts, analysis of the post-closing geographical mix of income, and
other factors. Adjustments to tax assets and liabilities will occur in conjunction with the finalization of the purchase accounting, and these items could be material.
|
j). |
Basic weighted average number of shares outstanding: Reflects the pro forma issuance of 648.3 million shares of RTC common stock issued in exchange for Raytheon
outstanding common stock and equity awards that vested immediately upon closing of the Merger in accordance with the Merger Agreement, and 4.5 million shares of restricted stock awards outstanding acquired upon closing of the Merger, which
are included in basic weighted average number of shares outstanding for purposes of earnings per share.
|
k). |
Diluted weighted average number of shares outstanding: All stock awards are excluded in the computation of diluted earnings per share because their effect was
antidilutive due to the pro forma loss from continuing operations.
|