ACQUISITIONS, DIVESTITURES AND ASSET SALES

6 Months Ended

Jun. 30, 2023

ACQUISITIONS, DIVESTITURES AND ASSET SALES

NOTE B: ACQUISITIONS, DIVESTITURES AND ASSET SALES

Acquisition of Viasat’s TDL

On January 3, 2023, we completed the acquisition of TDL for a purchase price of $1.958 billion. The acquisition, which qualified as a business acquisition, enhances our networking capability and provides access to the ubiquitous Link 16 waveform, better positioning us to enable the U.S. Department of Defense (“DoD”) integrated architecture goal in joint all-domain command and control (“JADC2”).

On November 22, 2022, we established a $2.25 billion, three-year senior unsecured term loan facility by entering into a Loan Agreement (“Term Loan 2025”) with a syndicate of lenders, in part, to finance the acquisition. See Note H: Debt and Credit Arrangements in these Notes for further information regarding Term Loan 2025.

Net assets and results of operations of TDL are reflected in our financial results commencing on January 3, 2023, the acquisition date, and are reported within our Communication Systems (“CS”) segment.

We accounted for the acquisition of TDL using the acquisition method of accounting, which required us to measure identifiable assets acquired and liabilities assumed in the acquiree at their fair values as of the acquisition date, with the excess of the consideration transferred over those fair values recorded as goodwill. Our preliminary fair value estimates and assumptions are subject to change as we obtain additional information over the measurement period.

As of the acquisition date, the fair value of consideration transferred consisted of the following:


(In millions)	January 3, 2023
Purchase price	$	1,958
Estimated net working capital and other adjustments	15
Cash consideration paid	1,973
Settlement of preexisting relationship(1)	1
Fair value of consideration transferred	$	1,974

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(1)Prior to the acquisition, we had a preexisting relationship with Viasat’s TDL business in the normal course of business. As of the acquisition date, our CS segment had a receivable from Viasat’s TDL business with a fair value of $1 million that was settled in connection with the acquisition.

The following table summarizes the preliminary allocation of the fair value of consideration transferred to assets acquired and liabilities assumed as of the acquisition date and the measurement period adjustments recorded since the acquisition date through June 30, 2023:


	January 3, 2023
(In millions)	Preliminary		Measurement Period Adjustments, Net1		Preliminary Adjusted

Receivables	$	28	$	—	$	28
Contract assets	18		—		18
Inventories	164		1		165
Other current assets	9		—		9
Property, plant and equipment	50		—		50
Operating lease right-of-use assets	12		—		12
Goodwill	1,014		103		1,117
Other intangible assets	850		(98)		752
Deferred income taxes	33		2		35
Other non-current assets	6		(1)		5
Total assets acquired	$	2,184	$	7	$	2,191

Accounts payable	$	20	$	—	$	20
Contract liabilities	28		—		28
Compensation and benefits	2		—		2
Other accrued items	119		1		120
Operating lease liabilities	10		—		10
Other long-term liabilities	31		6		37
Total liabilities assumed	$	210	$	7	$	217

Net assets acquired	$	1,974	$	—	$	1,974

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(1)Fair value adjustments during the quarter ended June 30, 2023 primarily related to refined assumptions in the valuation of customer relationship intangible assets.

Our preliminary estimates and assumptions are subject to change as we obtain additional information during the measurement period (up to one year from the acquisition date); therefore, these provisional measurements of the assets acquired and liabilities assumed are subject to change.

All intangible assets acquired in the TDL acquisition are subject to amortization. The preliminary fair value of identifiable intangible assets acquired as of the acquisition date is as follows:


	Total		Useful Lives
	(In millions)		(In Years)

Developed technology	$	346	17
Customer relationships:(1)
Backlog	83		2
Government programs	323		16
Total customer relationships	406
Total identifiable intangible assets acquired	$	752

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(1)TDL had backlog and government programs intangible assets that we classified as customer relationships.

We determined the fair value of assets acquired and liabilities assumed by using available market information and various valuation methods that require judgment related to estimations. The use of different estimates could produce different results. The fair value of intangible assets is estimated using the relief from royalty method for the acquired developed technology and the multi-period excess earnings method for the acquired customer relationships. Both of these level 3 fair value methods are income-based valuation approaches, which require judgment to estimate appropriate discount rates, royalty rates related to the developed technology intangible assets, revenue growth attributable to the intangible assets and remaining useful lives. The fair value of inventory was estimated using the replacement cost approach and comparative sales method, which require estimates of replacement cost for raw materials and estimates of expected sales price less costs to complete and dispose of the inventory, plus a profit margin for efforts incurred for the work in progress and finished goods.

We have recorded a preliminary forward loss provision of $86 million in connection with certain acquired contracts which was included in the “Other accrued items” line item in our Condensed Consolidated Balance Sheet. The forward loss provisions will be recognized as a reduction to cost of sales as we incur costs to satisfy the associated performance obligations. There will be no net impact on our Condensed Consolidated Statement of Operations. We recognized $6 million and $14 million for amortization of the forward loss provision during the quarter and two quarters ended June 30, 2023, respectively.

We have identified certain contractual obligations with customers with economic returns that are higher or lower than could be realized in market transactions as of the acquisition date and have recorded liabilities for the preliminary acquisition date fair value of the off-market components. The preliminary acquisition date fair value of the off-market components is a net liability of $61 million, consisting of $33 million and $28 million included in the “Other accrued items” and “Other long-term liabilities” line items in our Condensed Consolidated Balance Sheet, respectively, and excludes any amounts already recognized in forward loss provisions (see discussion in the preceding paragraph). We measured the fair value of these components as the amount by which the terms of the contract with the customer deviates from the terms that a market participant could have achieved at the acquisition date. The off-market components of these contracts will be recognized as an increase to revenue as we incur costs to satisfy the associated performance obligations. We recognized $6 million and $15 million for amortization of off-market contract liabilities during the quarter and two quarters ended June 30, 2023, respectively. Future estimated revenue from the amortization of off-market contract liabilities (based on the estimated pattern of cash flows to be incurred to satisfy associated performance obligations) is $18 million in the remainder of 2023, $21 million in 2024 and immaterial amounts thereafter.

Goodwill. The $1.117 billion of goodwill recognized is attributable to the assembled workforce, in addition to synergies expected to be realized through integration with existing CS segment businesses and growth opportunities in the space domain. The acquired goodwill is tax deductible. See Note G: Goodwill and Other Intangible Assets in these Notes for further information.

Financial Results. Revenue of TDL included in our Condensed Consolidated Statement of Operations for the quarter ended June 30, 2023 and for the acquisition date through June 30, 2023 was $83 million and $164 million. During the same periods of calendar year 2022, revenue for Viasat’s TDL was approximately $90 million and $185 million.

Income before income taxes of TDL included in our Condensed Consolidated Statement of Operations for the quarter ended June 30, 2023 and for the acquisition date through June 30, 2023 was $22 million and $48 million. During the same periods of calendar year 2022, income before income taxes of Viasat’s TDL was approximately $20 million and $25 million.

Acquisition-Related Costs. Acquisition-related costs have been expensed as incurred. In connection with the TDL acquisition, we recorded transaction and integration costs of $23 million and $54 million for the quarter and two quarters ended June 30, 2023, respectively, which were included in the Engineering, selling and administrative expenses line item in our Condensed Consolidated Statement of Operations.

Pending Acquisition of Aerojet Rocketdyne Holdings, Inc. (“AJRD”)

On December 17, 2022, we entered into a definitive agreement to acquire AJRD in an all-cash transaction for a purchase price of approximately $4.7 billion. We were advised on July 26, 2023 that the Federal Trade Commission (“FTC”) will not block the acquisition of AJRD. We expect the acquisition to close on or about July 28, 2023. In connection with the pending acquisition, during the two quarters ended June 30, 2023, we entered into a revolving credit facility and a commercial paper program. See Note H: Debt and Credit Arrangements in these Notes and Note 3: Acquisitions in our Fiscal 2022 Form 10-K for further information regarding the pending AJRD acquisition and related funding.

Divestiture of Visual Information Solutions (“VIS”)

On April 6, 2023, we completed the sale of VIS for a sale price of $70 million and recognized a pre-tax gain of $26 million included in the “Business divestiture-related gains, net” line item in our Condensed Consolidated Statement of Operations for the quarter and two quarters ended June 30, 2023. After selling costs and purchase price adjustments, the net cash proceeds for the sale of VIS were $71 million. The operating results of VIS were reported in the SAS segment through the date of divestiture.

The carrying amounts of the assets and liabilities of VIS were classified as held for sale in our Condensed Consolidated Balance Sheet as of December 30, 2022.

Completed Divestiture and Asset Sale for the Two Quarters Ended July 1, 2022

During the two quarters ended July 1, 2022, we completed one business divestiture and one asset sale from our IMS segment for combined net cash proceeds of $20 million and recognized a pre-tax gain of $8 million associated with the asset sale included in the “Engineering, selling and administrative expenses” line item in our Condensed Consolidated Statement of Operations for the quarter and two quarters ended July 1, 2022.

Fair Value of Businesses and Goodwill Allocation

For purposes of allocating goodwill to the disposal groups that represent a portion of a reporting unit, we determine the fair value of each disposal group based on the respective negotiated selling price (or estimated net cash proceeds, in the case of no negotiated selling price), and the fair value of the retained businesses of the respective reporting unit based on a combination of market-based valuation techniques, utilizing quoted market prices, comparable publicly reported transactions and projected discounted cash flows. These fair value determinations are categorized as Level 3 in the fair value hierarchy due to their use of internal projections and unobservable measurement inputs. See Note G: Goodwill and Other Intangible Assets and Note L: Fair Value Measurements in these Notes for additional information.