NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The Condensed Consolidated Financial Statements at June 30, 2020 and for the quarters and six months ended June 30, 2020 and 2019 are unaudited, but in the opinion of management include all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the results for the interim periods. The Condensed Consolidated Balance Sheet at December 31, 2019 was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles ("GAAP") in the United States. The results reported in these Condensed Consolidated Financial Statements should not necessarily be taken as indicative of results that may be expected for the entire year. The financial information included herein should be read in conjunction with the financial statements and notes in our registration statement on Form 10 (File No. 001-39221), initially filed with the Securities and Exchange Commission (“SEC”) on February 7, 2020, as amended by Amendment No. 1 filed on March 11, 2020 ("Form 10").
Note 1: Description of Business and Separation from United Technologies Corporation
Otis (as defined below) is the world’s largest elevator and escalator manufacturing, installation and service company. Our operations are classified into two segments: New Equipment and Service. Through the New Equipment segment, we design, manufacture, sell and install a wide range of passenger and freight elevators as well as escalators and moving walkways for residential and commercial building and infrastructure projects. The Service segment provides maintenance and repair services for both our products and those of other manufacturers, and provides modernization services to upgrade elevators and escalators.
On November 26, 2018, United Technologies Corporation, subsequently renamed to Raytheon Technologies Corporation on April 3, 2020 ("UTC"), announced its intention to spin-off its Otis reportable segment into a separate publicly-traded company (the "Separation"). On April 3, 2020, the Company became an independent publicly-traded company through a pro-rata distribution of 0.5 shares of Otis common stock for every share of UTC common stock held at the close of business on the record date of March 19, 2020 (the "Distribution"). Otis began to trade as a separate public company (New York Stock Exchange ("NYSE"): OTIS) on April 3, 2020.
Unless the context otherwise requires, references to "Otis", "we", "us", "our" and "the Company" refer to (i) Otis Worldwide Corporation's business (the "Business") prior to the Separation and (ii) Otis Worldwide Corporation and its subsidiaries following the Separation, as applicable.
The Separation was completed pursuant to a Separation and Distribution Agreement ("Separation Agreement") and other agreements with UTC related to the Separation, including but not limited to a transition services agreement (the "Transition Service Agreement" or "TSA"), a tax matters agreement (the "Tax Matters Agreement" or "TMA"), an employee matter agreement (the "Employee Matters Agreement" or "EMA") and an intellectual property agreement (the "Intellectual Property Agreement"). For further discussion on these agreements, see Note 5.
Note 2: Basis of Presentation
Prior to the Separation on April 3, 2020, our historical financial statements were prepared on a standalone combined basis and were derived from the consolidated financial statements and accounting records of UTC. For the period subsequent to April 3, 2020, our financial statements are presented on a consolidated basis as the Company became a standalone public company (collectively, the financial statements for all periods presented, including the historical results of the Company prior to April 3, 2020, are now referred to as "Condensed Consolidated Financial Statements" to reflect this change). They have been prepared in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X and accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted.
Prior to the Separation on April 3, 2020, the Condensed Consolidated Statements of Operations included all revenues and costs directly attributable to Otis, including costs for facilities, functions and services used by Otis. Costs for certain functions and services performed by centralized UTC organizations were directly charged to Otis based on specific identification when possible or based on a reasonable allocation driver such as net sales, headcount, usage or other allocation methods. All charges and allocations for facilities, functions and services performed by UTC organizations have been deemed settled in cash by Otis to UTC in the period in which the cost was recorded on the Condensed Consolidated Statements of Operations. Current and
deferred income taxes were determined based on the standalone results of Otis. However, because the Company was included in UTC’s tax group in certain jurisdictions, the Company's actual tax balances may differ from those reported. The Company's portion of its domestic income taxes and certain income taxes for jurisdictions outside the United States are deemed to have been settled in the period the related tax expense was recorded prior to the Separation.
All significant intracompany accounts and transactions within the Company have been eliminated in the preparation of the Condensed Consolidated Financial Statements. Prior to the Separation, the Condensed Consolidated Financial Statements of the Company include assets and liabilities that have been determined to be specifically or otherwise attributable to the Company.
Risks and Uncertainties. In March 2020, the World Health Organization declared the outbreak of the novel strain of coronavirus ("COVID-19"), a global pandemic and recommended a number of restrictive measures to contain the spread. Many governments in the regions where we generate the majority of our revenue have adopted such policies, including social distancing and restrictions on businesses deemed non-essential. The Company continues to closely monitor the impact of the COVID-19 pandemic and manage the effects on its business globally as the situation continues to evolve. It is difficult to estimate at this time the duration and extent of the impact of the pandemic on the Company, financial position, cash flow and results of operations. The results of our operations and overall financial performance were impacted during the quarter ended and six months ended June 30, 2020.
Due to existing conditions and uncertainty, the Company believes that COVID-19 will have an impact on its business, cash flow and results of operations for the three months ended September 30, 2020 and likely at least for the remainder of the year ending December 31, 2020. The extent of the impact will depend largely on future developments, which are highly uncertain, including the emergence of additional information concerning the severity and/or potential resurgence of the outbreak, timing, efficacy and availability of a vaccine, actions taken by government authorities to further contain the outbreak or address its impact and its longer-term impacts on the global economy, among other factors.
Use of Estimates. We assessed certain accounting matters that generally require consideration of forecasted financial information in the context of the information reasonably available to us and the unknown future impacts of COVID-19 at June 30, 2020 and through the date of this report. The accounting matters assessed included, but were not limited to, our allowance for credit losses, the carrying value of our goodwill and other long-lived assets, financial assets and revenue recognition. While there was not a material impact to our Condensed Consolidated Financial Statements as of and for the quarter and six months ended June 30, 2020 resulting from our assessments of these matters, future assessment of our current expectations at that time of the magnitude and duration of COVID-19, as well as other factors, could result in material impacts to our Condensed Consolidated Financial Statements in future reporting periods.
Note 3: Earnings per Share
On April, 3, 2020, the date of consummation of the Separation, 433,079,455 shares of the Company's common stock, par value $0.01 per share, were distributed to UTC shareholders of record as of March 19, 2020. This share amount is being utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the Separation as all common stock was owned by UTC prior to the Separation. For the 2019 quarter and year to date calculations, these shares are treated as issued and outstanding at January 1, 2019 for purposes of calculating historical basic and diluted earnings per share.
Prior to the Separation, Otis employees participated in UTC's equity incentive plans, pursuant to which they were granted stock options, stock appreciation rights, restricted stock units, and performance-based restricted stock units. All awards granted under these plans related to UTC common shares. Upon Separation, outstanding awards held by Otis employees under UTC's equity incentive plans were converted in accordance with the EMA using the conversion ratios set forth in the EMA. Depending on whether the awards held on the Separation date were in an unvested or vested status, Otis employees either received converted awards solely in Otis based shares (unvested status) or a combination of Otis, UTC and Carrier Global Corporation ("Carrier") share based awards (vested status). Former Otis employees, and current and former legacy UTC and Carrier employees, who on the Separation date were holding outstanding UTC awards in a vested status also received a combination of Otis, UTC and Carrier awards post-spin. The conversion methodology used was calculated in accordance with the EMA and with the purpose of maintaining the aggregate intrinsic value of the award immediately after the Separation when compared to the aggregate intrinsic value immediately prior to the Separation. See Note 10, for further detail.
For the purpose of the below diluted earnings per share computation, we only included the units associated with the awards that were converted to Otis based shares. These awards were assumed to be outstanding beginning from April 3, 2020, the Separation date.
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Quarter Ended June 30,
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Six Months Ended June 30,
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(dollars in millions, except per share amounts; shares in millions)
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2020
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2019
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2020
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2019
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|
Net income attributable to common shareholders
|
$
|
224
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|
|
$
|
308
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|
|
$
|
389
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|
|
$
|
581
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Basic weighted average number of shares outstanding
|
433.1
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|
433.1
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433.1
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|
433.1
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Stock awards and equity units (share equivalent)
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1.0
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|
—
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0.5
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—
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Diluted weighted average number of shares outstanding
|
434.1
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|
433.1
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|
433.6
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433.1
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Earnings Per Share of Common Stock:
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Basic:
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$
|
0.52
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$
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0.71
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$
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0.90
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$
|
1.34
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Diluted:
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$
|
0.52
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$
|
0.71
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$
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0.90
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$
|
1.34
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The computation of diluted earnings per share excludes the effect of the potential exercise of stock awards, including stock appreciation rights and stock options, when the average market price of common stock is lower than the exercise price of the related stock awards during the period because the effect would be anti-dilutive. In addition, the computation of diluted earnings per share excludes the effect of the potential exercise of stock awards when the awards' assumed proceeds exceed the average market price of the common shares during the period. For the quarter and six months ended June 30, 2020, there were 9.3 million of anti-dilutive stock awards excluded from the computation.
Note 4: Revenue Recognition
We account for revenue in accordance with Accounting Standards Codification ("ASC") Topic 606: Revenue from Contracts with Customers.
Performance Obligations. The Company's revenue streams include new equipment, maintenance and repair and modernization (including related installation). New equipment, modernization and repair services revenue is typically recognized over time as we are enhancing an asset the customer controls. Maintenance revenue is recognized on a straight-line basis over the life of the maintenance contract.
For new equipment and modernization transactions, equipment and installation are typically procured in a single contract providing the customer with a complete installed elevator or escalator unit. The combination of equipment and installation promises are typically a single performance obligation. For repair services, the customer typically contracts for specific short-term services which form a single performance obligation. For these performance obligations, revenue is recognized over time using costs incurred to date relative to total estimated costs at completion to measure progress.
For maintenance contracts, given the continuous nature of the maintenance services throughout the year, we recognize revenue on maintenance contracts on a straight-line basis which aligns with the cost profile of these services.
Contract Assets and Liabilities. Contract assets reflect revenue recognized in advance of customer billing. Contract liabilities are recognized when a customer pays consideration, or we have a right to receive an amount of unconditional consideration, in advance of the satisfaction of performance obligations under the contract. We typically receive progress payments from our customers as we perform our work over time.
Total contract assets and contract liabilities at June 30, 2020 and December 31, 2019 are as follows:
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(dollars in millions)
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June 30, 2020
|
|
December 31, 2019
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Contract assets, current
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$
|
484
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|
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$
|
529
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Total contract assets
|
484
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|
|
529
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Contract liabilities, current
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2,463
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|
|
2,270
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|
|
|
Contract liabilities, noncurrent (included within Other long-term liabilities)
|
28
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|
|
18
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|
|
|
Total contract liabilities
|
2,491
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|
|
2,288
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|
Net contract liabilities
|
$
|
2,007
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|
|
$
|
1,759
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|
Contract assets decreased by $45 million during the six months ended June 30, 2020 as a result of the progression of current contracts and timing of billing on customer contracts. Contract liabilities increased by $203 million during the six months ended June 30, 2020 primarily due to contract billings in excess of revenue earned. In the six months ended June 30, 2020 and 2019, we recognized revenue of $1.3 billion and $1.4 billion related to the contract liabilities as of January 1, 2020 and as of January 1, 2019, respectively.
Remaining Performance Obligations ("RPO"). RPO represents the aggregate amount of total contract transaction price that is unsatisfied or partially unsatisfied. As of June 30, 2020, our total RPO was approximately $16.4 billion. Of the total RPO as of June 30, 2020, we expect approximately 90% will be recognized as sales over the following 24 months. On December 31, 2019, we had approximately $16.4 billion of remaining performance obligations, at which time we expected to recognize approximately 91% of these remaining performance obligations as sales in the next 24 months.
Note 5: Related Parties
In connection with the Separation as further described in Note 1, the Company entered into several agreements with UTC and Carrier, including a separation and distribution agreement that sets forth certain agreements with UTC and Carrier regarding the principal actions to be taken in connection with the Separation, including identifying the assets transferred, the liabilities assumed and the contracts transferred to each of UTC, Carrier and Otis as part of the Separation, and when and how these transfers and assumptions occurred. Other agreements that we entered into that govern aspects of our relationship with UTC and Carrier following the Separation include:
•Transition Services Agreement. We entered into the TSA under which UTC may provide the Company with certain services and we may provide certain services to UTC for a limited time to help ensure an orderly transition following the Separation.
•Tax Matters Agreement. We entered into the TMA with UTC and Carrier that governs the parties’ respective rights, responsibilities and obligations with respect to tax matters (including responsibility for taxes, entitlement to refunds, allocation of tax attributes, preparation of tax returns, control of tax contests and other tax matters). Subject to certain exceptions set forth in the TMA, Otis generally is responsible for federal, state and foreign taxes imposed on a separate return basis on Otis (or any of its subsidiaries) with respect to taxable periods (or portions thereof) that ended on or prior to the date of the Distribution. The TMA provides special rules that allocate responsibility for tax liabilities arising from a failure of the Separation transactions to qualify for tax-free treatment based on the reasons for such failure. The TMA also imposes restrictions on Otis during the two-year period following the Distribution that are intended to prevent certain transactions from failing to qualify as transactions that are generally tax-free.
•Employee Matters Agreement and Intellectual Property Agreement. We also entered into the EMA, which allocated among Otis, UTC and Carrier the liabilities and responsibilities relating to employment matters, employee compensation and benefit plans and programs, and other related matters, and intellectual property agreement with UTC and Carrier in connection with the Separation.
Net Transfers from (to) UTC and Separation Transactions. In connection with the Separation, certain assets and liabilities were contributed to the Company by UTC leading up to and at the time of the Separation. During the six months ended June 30, 2020, net liabilities of $43 million were contributed to the Company by UTC, primarily consisting of deferred tax assets and liabilities and fixed assets. Prior to the Separation, these non-cash contributions were recorded as Net transfers to UTC on the
Condensed Consolidated Statements of Changes in Equity through UTC Net Investment during the quarter ended March 31, 2020.
Upon Separation, the following were recorded as Net transfers from UTC and Separation-related transactions on the Consolidated Statements of Changes in Equity through UTC Net Investment:
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(dollars in millions)
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Cash and cash equivalents
|
$
|
220
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|
|
Taxes and other
|
187
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Total
|
$
|
407
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UTC paid Otis Cash and cash equivalents of $190 million in connection with the Separation Agreement, and approximately $30 million as settlement of related party receivables due from UTC to Otis as a result of a cash overdraft as of March 31, 2020.
Additionally, the Tax Cuts and Jobs Act (the "TCJA") imposed a non-recurring toll charge, paid in installments over an 8-year period, on deemed repatriated earnings of foreign subsidiaries as of December 31, 2017. Under the terms of the TMA, Otis will indemnify UTC for a percentage of the toll charge installment payments due after April 3, 2020. As a result, a portion of Otis' Future income tax obligations corresponding to the toll charge has been reclassified as a contractual indemnity obligation within Other long-term liabilities on the Condensed Consolidated Balance Sheet. The TMA also provides for UTC to indemnify Otis for certain foreign tax obligations as a result of Otis' inclusion in certain foreign consolidated tax returns prior to the Separation. As a result, Otis has reflected this contractual indemnification asset within Other assets, current and the related tax obligations within Accrued liabilities on the Condensed Consolidated Balance Sheet. As a result of the Separation and the provisions of the TMA, Otis' total net tax-related liabilities on April 3, 2020 were reduced by $191 million, comprised of the following impacts to the Condensed Consolidated Balance Sheet:
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|
(dollars in millions)
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Increase (Decrease)
|
|
Assets
|
|
|
Other assets, current
|
$
|
167
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|
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Total Current Assets
|
167
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Future income tax benefits
|
(4)
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Total Assets
|
$
|
163
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|
|
|
|
|
Liabilities and (Deficit) Equity
|
|
|
Accrued liabilities
|
$
|
110
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|
|
Total Current Liabilities
|
110
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|
|
Future income tax obligations
|
(377)
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|
|
Other long-term liabilities
|
239
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|
|
Total Liabilities
|
(28)
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|
|
Total Shareholders' (Deficit) Equity
|
191
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|
|
Total (Deficit) Equity
|
191
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|
|
Total Liabilities and (Deficit) Equity
|
$
|
163
|
|
There were also $4 million of Other long-term liabilities recorded upon Separation on the Condensed Consolidated Balance Sheet.
Shared Costs. The Condensed Consolidated Financial Statements have been prepared on a standalone basis for the periods prior to the Separation on April 3, 2020, and for those periods are derived from the consolidated financial statements and accounting records of UTC. Prior to the Separation, the Company had been managed and operated in the normal course of business with other affiliates of UTC. Accordingly, for periods prior to the Separation on April 3, 2020, certain shared costs were allocated to the Company and reflected as expenses in these Condensed Consolidated Financial Statements.
Allocated centralized costs were incurred as follows:
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Quarter Ended June 30,
|
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|
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Six Months Ended June 30,
|
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|
(dollars in millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Allocated centralized costs
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
16
|
|
|
$
|
36
|
|
Prior to the Separation, UTC incurred significant corporate costs such as treasury, tax, accounting, human resources, audit, legal, purchasing, information technology and other such services. The costs associated with these services generally included all payroll and benefit costs, as well as overhead costs related to certain functions. All such amounts have been deemed to have been incurred and settled by the Company in the period in which the costs were recorded. These expenses are primarily included in Selling, general and administrative expense on the Condensed Consolidated Statements of Operations. The future results of operations, financial position and cash flows could differ materially from the historical results presented herein. There were no allocated function service expenses and general corporate expenses for the quarter ended June 30, 2020.
Separation Costs. In connection with the Separation as further described in Note 1, we incurred Separation costs as follows:
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|
Quarter Ended June 30,
|
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|
|
Six Months Ended June 30,
|
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|
|
(dollars in millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Separation costs
|
$
|
21
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|
|
$
|
3
|
|
|
$
|
53
|
|
|
$
|
3
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We incurred non-recurring Separation costs primarily consisting of employee-related costs, costs to establish certain standalone functions and information technology systems, professional services fees, TSA exit costs and other transaction-related costs to transition to being a standalone public company, which were primarily recorded in Selling, general and administrative expense on the Condensed Consolidated Statements of Operations. Otis incurred non-recurring Separation costs of $19 million and $51 million during the quarter and six months ended June 30, 2020, respectively, which are recorded in Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.
In connection with the Separation, all the unvested UTC equity awards held by Otis employees and outstanding as of the spin date were replaced by Otis equity awards in accordance with the EMA. As a result, a non-recurring true-up to the fair value of these awards was required. In addition, costs associated with retention awards related to Otis employees that were previously recorded by UTC are now recorded by Otis post-spin. This activity resulted in the recording of approximately $2 million non-recurring expense for the quarter and six months ended June 30, 2020, which is recorded in Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.
Additionally, as part of the Separation, Otis entered into the TSA under which UTC may provide Otis with certain services and Otis will provide certain services to UTC for a limited time to help ensure an orderly transition following the Separation. The services we may receive from UTC associated with the TSA run costs include, but are not limited to, information technology services, technical and engineering support, application support for operations and other support services. Otis incurred approximately $12 million of TSA run costs during, that are in addition to the non-recurring Separation costs above, for the quarter and six months ended June 30, 2020, which is recorded in Selling, general and administrative expense on the Condensed Consolidated Statements of Operations.
Cash Management and Financing. Prior to the Separation, the Company participated in UTC's centralized cash management and financing programs. Disbursements were made through centralized accounts payable systems which were operated by UTC. Cash receipts were transferred to centralized accounts, which were also maintained by UTC. As cash was received and disbursed by UTC, it was accounted for by the Company through UTC Net Investment. All short and long-term debt was financed by UTC prior to the issuance of the notes and the term loan in connection with the Separation, and the financing decisions for wholly and majority owned subsidiaries were determined by UTC. The Company's cash that was not included in the centralized cash management and financing programs was classified as Cash and cash equivalents on the Condensed Consolidated Balance Sheets as of December 31, 2019.
Long-Term Debt, Accounts Receivable and Accounts Payable. Certain related party transactions between the Company and UTC have been included within UTC Net Investment on the Condensed Consolidated Balance Sheets in the historical periods presented. The UTC Net Investment includes related party receivables due from UTC and its affiliates of $7.7 billion as of December 31, 2019. The UTC Net Investment includes related party payables due to UTC and its affiliates of $750 million as of December 31, 2019, which primarily related to centralized cash management and financing programs. The UTC Net Investment includes related party debt due to UTC and its affiliates of $100 million as of December 31, 2019. The total effect of
the settlement of these related party transactions is reflected as a financing activity on the Condensed Consolidated Statements of Cash Flows.
Guarantees. Prior to the Separation, UTC provided parent guarantees to certain customers or other third parties regarding the product performance obligations of Otis under certain installation and long-term maintenance contracts, as well as parent guarantees on behalf of Otis to guarantee ordinary course of business performance obligations as required by certain Otis customers and banks to support credit facilities to Otis' affiliates. At December 31, 2019, the total outstanding parent guarantees were approximately $1.8 billion and have since been terminated in connection with the Separation.
UTC provided parent guarantees of Otis' long-term debt, which terminated upon Separation.
Note 6: Accounts Receivable, Net
Adoption of Credit Loss Standard
In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU and its related amendments (collectively, the Credit Loss Standard) modifies the impairment model to utilize an expected loss methodology in place of the incurred loss methodology for financial instruments including trade receivables, contract assets, long term receivables and off-balance sheet credit exposures. The Credit Loss Standard requires consideration of a broader range of information to estimate expected credit losses, including historical information and current conditions through a reasonable forecast period. This ASU requires that the income statement reflect the measurement of credit losses for newly recognized financial assets as well as the expected increase or decrease of expected credit losses that have taken place during the period, which may result in earlier recognition of certain losses. We adopted this standard effective January 1, 2020 utilizing a modified retrospective approach. A cumulative-effect non-cash after-tax adjustment to retained earnings as of January 1, 2020 was recorded in the amount of approximately $25 million.
We are exposed to credit losses primarily through our net sales of products and services to our customers which are recorded as Accounts Receivable, net on the Condensed Consolidated Balance Sheet. We evaluate each customer's ability to pay through assessing customer creditworthiness, historical experience and current economic conditions through a reasonable forecast period. Factors considered in our evaluation of assessing collectability and risk include: underlying value of any collateral or security interests, significant past due balances, historical losses and existing economic conditions including country and political risk. There can be no assurance that actual results will not differ from estimates or that consideration of these factors in the future will not result in an increase or decrease to the allowance for credit losses. We may require collateral or prepayment to mitigate credit risk.
We estimate expected credit losses of financial assets with similar risk characteristics. We determine an asset is impaired when our assessment identifies there is a risk that we will be unable to collect amounts due according to the contractual terms of the agreement. We monitor our ongoing credit exposure through reviews of customer balances against contract terms and due dates, current economic conditions and dispute resolution. Estimated credit losses are written off in the period in which the financial asset is no longer collectible.
Accounts receivable, net consisted of the following at June 30, 2020 and December 31, 2019:
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|
|
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
June 30, 2020
|
|
December 31, 2019
|
|
Trade receivables
|
$
|
2,788
|
|
|
$
|
2,723
|
|
|
Unbilled receivables
|
118
|
|
|
108
|
|
|
Miscellaneous receivables
|
99
|
|
|
113
|
|
|
|
3,005
|
|
|
2,944
|
|
|
Less: allowance for expected credit losses 1
|
140
|
|
|
83
|
|
|
Balance
|
$
|
2,865
|
|
|
$
|
2,861
|
|
1 Prior to January 1, 2020 allowances for doubtful accounts were recorded when accounts receivable were determined to be uncollectible.
The changes in allowance for credit losses related to Accounts receivable, net for the six months ended June 30, 2020 are as follows:
|
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
June 30, 2020
|
|
|
|
Balance as of January 1
|
$
|
83
|
|
|
|
|
Impact of credit standard adoption
|
28
|
|
|
|
|
Current period provision for expected credit losses
|
13
|
|
|
|
|
Write-offs charged against the allowance for expected credit losses
|
(6)
|
|
|
|
|
Other
|
22
|
|
|
|
|
Balance as of June 30
|
$
|
140
|
|
|
|
|
|
|
|
|
For the quarter ended June 30, 2020, there was approximately $22 million of previously reserved balances moved into allowance for credit losses. As a result, there was no impact to the Consolidated Statements of Operations for the quarter and six months ended June 30, 2020.
Note 7: Inventories, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
June 30, 2020
|
|
December 31, 2019
|
|
Raw materials and work-in-process
|
$
|
117
|
|
|
$
|
103
|
|
|
Finished goods
|
512
|
|
|
468
|
|
|
Total
|
$
|
629
|
|
|
$
|
571
|
|
Raw materials, work-in-process and finished goods are net of valuation reserves of $108 million and $103 million as of June 30, 2020 and December 31, 2019, respectively.
Note 8: Business Acquisitions, Goodwill and Intangible Assets
Business Acquisitions. Our investments in businesses, net of cash acquired, totaled $16 million and $32 million in the six months ended June 30, 2020 and 2019, respectively. The acquisitions consisted of a number of individually immaterial acquisitions in our Service segment. Transaction costs incurred were not considered significant.
In the quarter and six months ended June 30, 2019, Otis recorded a pre-tax loss on the expected sale of a business of $19 million within Other income (expense), net on the Condensed Consolidated Statement of Operations. There were no significant disposals of businesses for the quarter and six months ended June 30, 2020.
Goodwill. Changes in our Goodwill balances during the six months ended June 30, 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
Balance as of January 1, 2020
|
|
Goodwill Resulting
From Business Combinations
|
|
|
|
Foreign Currency
Translation and Other
|
|
Balance as of June 30, 2020
|
|
New Equipment
|
$
|
337
|
|
|
$
|
—
|
|
|
|
|
$
|
(3)
|
|
|
$
|
334
|
|
|
Service
|
1,310
|
|
|
6
|
|
|
|
|
(11)
|
|
|
1,305
|
|
|
Total
|
$
|
1,647
|
|
|
$
|
6
|
|
|
|
|
$
|
(14)
|
|
|
$
|
1,639
|
|
Intangible Assets. Identifiable intangible assets are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
|
|
|
|
December 31, 2019
|
|
|
|
(dollars in millions)
|
Gross Amount
|
|
Accumulated
Amortization
|
|
|
|
Gross Amount
|
|
Accumulated
Amortization
|
|
Amortized:
|
|
|
|
|
|
|
|
|
|
|
Purchased service portfolios
|
$
|
2,070
|
|
|
$
|
(1,630)
|
|
|
|
|
$
|
2,069
|
|
|
$
|
(1,598)
|
|
|
Patents, trademarks/trade names
|
21
|
|
|
(15)
|
|
|
|
|
21
|
|
|
(15)
|
|
|
Customer relationships and other
|
46
|
|
|
(41)
|
|
|
|
|
46
|
|
|
(40)
|
|
|
|
2,137
|
|
|
(1,686)
|
|
|
|
|
2,136
|
|
|
(1,653)
|
|
|
Unamortized:
|
|
|
|
|
|
|
|
|
|
|
Trademarks and other
|
7
|
|
|
—
|
|
|
|
|
7
|
|
|
—
|
|
|
Total
|
$
|
2,144
|
|
|
$
|
(1,686)
|
|
|
|
|
$
|
2,143
|
|
|
$
|
(1,653)
|
|
Amortization of intangible assets for the quarter and six months ended June 30, 2020 was $23 million and $45 million, respectively, compared with $25 million and $49 million for the same periods of 2019.
Note 9: Borrowings and Lines of Credit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
June 30, 2020
|
|
December 31, 2019
|
|
Commercial paper
|
$
|
—
|
|
|
$
|
—
|
|
|
Other borrowings
|
33
|
|
|
34
|
|
|
Total short-term borrowings
|
$
|
33
|
|
|
$
|
34
|
|
During the quarter ended March 31, 2020, we entered into a $1.5 billion unsecured, unsubordinated commercial paper program that became available on April 3, 2020. We plan to use our commercial paper borrowings for general corporate purposes including to finance acquisitions, pay dividends and for debt refinancing. The need for commercial paper borrowings may arise if the use of domestic cash for general corporate purposes exceeds the sum of domestic cash generation and foreign cash repatriated to the United States ("U.S.").
During the quarter ended March 31, 2020, we entered into a credit agreement providing for a $1.5 billion unsecured, unsubordinated 5-year revolving credit facility, effective as of April 3, 2020, with an interest rate of LIBOR plus 125 basis points and a commitment fee rate of 12.5 basis points. As of June 30, 2020, there were no borrowings under the revolving credit facility. The undrawn portion of the revolving credit facility serves as a backstop for the issuance of commercial paper.
On February 10, 2020, the Company entered into a term loan credit agreement providing for a $1.0 billion unsecured, unsubordinated 3-year term loan credit facility (the "term loan"). On March 27, 2020, the Company drew on the full amount of the term loan.
Additionally, on February 27, 2020, we issued $5.3 billion unsecured, unsubordinated notes.
The net proceeds of the term loans and the notes described above of approximately $6.3 billion in the aggregate were distributed to UTC during the quarter ended March 31, 2020.
The revolving credit agreement, term loan credit agreement and indenture contain affirmative and negative covenants customary for financings of these types that, among other things, limit the Company's and its subsidiaries’ ability to incur additional liens, to make certain fundamental changes and to enter into sale and leaseback transactions. In addition, the revolving credit agreement and the term loan credit agreement require that we maintain a maximum consolidated leverage ratio as defined in the agreements, commencing with the test period ending September 30, 2020. The revolving credit agreement, term loan credit agreement and indenture also contain events of default customary for financings of these types.
Long-term debt as of June 30, 2020 and December 31, 2019 consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
June 30, 2020
|
|
December 31, 2019
|
|
LIBOR plus 112.5 bps term loan due 2023 2,4
|
$
|
1,000
|
|
|
$
|
—
|
|
|
LIBOR plus 45 bps floating rate notes due 2023 1,3
|
500
|
|
|
—
|
|
|
2.056% notes due 2025 3
|
1,300
|
|
|
—
|
|
|
2.293% notes due 2027 3
|
500
|
|
|
—
|
|
|
2.565% notes due 2030 3
|
1,500
|
|
|
—
|
|
|
3.112% notes due 2040 3
|
750
|
|
|
—
|
|
|
3.362% notes due 2050 3
|
750
|
|
|
—
|
|
|
Other (including finance leases)
|
6
|
|
|
5
|
|
|
Total principal long-term debt
|
$
|
6,306
|
|
|
$
|
5
|
|
|
Other (discounts and debt issuance costs)
|
(46)
|
|
|
—
|
|
|
Total long-term debt
|
$
|
6,260
|
|
|
$
|
5
|
|
|
Less: current portion
|
—
|
|
|
—
|
|
|
Long-term debt, net of current portion
|
$
|
6,260
|
|
|
$
|
5
|
|
1 The three-month LIBOR rate at June 30, 2020 was approximately 0.30%.
2 The six-month LIBOR rate at June 30, 2020 was approximately 0.37%.
3 On February 27, 2020, we issued $5.3 billion of unsecured, unsubordinated notes. We may redeem these notes at our option pursuant to their terms.
4 On March 27, 2020, we drew down $1.0 billion of our unsecured, unsubordinated term loan.
We recorded approximately $47 million of debt issuance costs related to the notes. Debt issuance costs are presented as a reduction of debt on the Condensed Consolidated Balance Sheets and are amortized as a component of interest expense over the term of the related debt using the effective interest method. The unamortized debt issuance costs at June 30, 2020 is approximately $46 million.
We had no debt payments during the quarter ended June 30, 2020. The average maturity of our long-term debt at June 30, 2020 is approximately 10.3 years. The average interest expense rate on our total borrowings for the quarter and six months ended June 30, 2020 is approximately 2.5%. The schedule of principal payments required on long-term debt for the next five years and thereafter is:
|
|
|
|
|
|
|
|
(dollars in millions)
|
|
|
2020
|
$
|
—
|
|
|
2021
|
2
|
|
|
2022
|
2
|
|
|
2023
|
1,501
|
|
|
2024
|
1
|
|
|
Thereafter
|
4,800
|
|
|
Total
|
$
|
6,306
|
|
Note 10: Employee Benefit Plans
Pension and Postretirement Plans. We sponsor both funded and unfunded domestic and foreign defined benefit pension and other postretirement benefit plans, and defined contribution plans. Contributions to our plans were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
(dollars in millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Defined benefit plans
|
$
|
10
|
|
|
$
|
8
|
|
|
$
|
20
|
|
|
$
|
18
|
|
|
Defined contribution plans
|
14
|
|
|
10
|
|
|
30
|
|
|
21
|
|
|
Multi-employer pension plans
|
36
|
|
|
40
|
|
|
73
|
|
|
78
|
|
The following table illustrates the components of net periodic benefit cost for our defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
(dollars in millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Service cost
|
$
|
10
|
|
|
$
|
9
|
|
|
$
|
20
|
|
|
$
|
17
|
|
|
Interest cost
|
4
|
|
|
6
|
|
|
8
|
|
|
11
|
|
|
Expected return on plan assets
|
(6)
|
|
|
(6)
|
|
|
(13)
|
|
|
(12)
|
|
|
Amortization of prior service credit
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
|
|
Recognized actuarial net loss
|
3
|
|
|
2
|
|
|
7
|
|
|
5
|
|
|
Net settlement and curtailment loss
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
Total net periodic benefit cost
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
22
|
|
|
$
|
21
|
|
Postretirement Benefit Plans. We sponsor postretirement benefit plans that provide health and life benefits to eligible retirees. The postretirement plans are unfunded. The net periodic benefit cost was less than $1 million for the quarters and six months ended June 30, 2020 and 2019, respectively.
UTC Sponsored Defined Benefit Plans. Defined benefit pension and postretirement benefit plans sponsored by UTC have been accounted for as multi-employer plans in these Condensed Consolidated Financial Statements, in accordance with FASB ASC Topic 715-30: Defined Benefit Plans – Pension and FASB ASC Topic 715-60: Defined Benefit Plans – Other Postretirement. FASB ASC Topic 715: Compensation-Retirement Benefits provides that an employer that participates in a multi-employer defined benefit plan is not required to report a liability beyond the contributions currently due and unpaid to the plan. Therefore, no assets or liabilities related to these plans have been included on the Condensed Consolidated Balance Sheets.
These pension and post retirement expenses were allocated to the Company and reported in Cost of products and services sold, Selling, general and administrative and Non-service pension benefit on the Condensed Consolidated Statements of Operations. The Company's participation in the defined pension and postretirement benefit plans sponsored by UTC concluded upon the completion of the Separation on April 3, 2020. The amounts for pension and retirement expenses for the quarter and six months ended June 30, 2020 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
(dollars in millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Service cost
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
7
|
|
|
Non-service pension benefit
|
—
|
|
|
(12)
|
|
|
(5)
|
|
|
(25)
|
|
|
Total
|
$
|
—
|
|
|
$
|
(9)
|
|
|
$
|
(4)
|
|
|
$
|
(18)
|
|
Stock-based Compensation. Prior to the Separation, certain of the Company's employees participated in stock-based compensation plans sponsored by UTC. The UTC stock-based compensation plans included various types of market and performance-based incentive awards, including stock options, stock appreciation rights, restricted stock units, and performance-based share units. All awards granted under the plans were based on the UTC common shares, and only the activity attributable to Otis employees from these awards is reflected in the accompanying Condensed Consolidated Financial Statements for the quarter and six months ended June 30, 2020.
In conjunction with the Separation, the Company adopted the 2020 Long-Term Incentive Plan (the "Plan"). The Plan became effective on April 3, 2020. A total of 45 million shares of common stock are authorized under the Plan. The Plan provides for the grant of various types of awards including restricted share unit awards, stock appreciation rights, stock options, and performance-based awards. Under the Plan, the exercise price of awards, if any, is set on the grant date and may not be less than the fair market value per share on that date. Generally, stock appreciation rights and stock options have a term of ten years and a three-year vesting period, subject to limited exceptions. In the event of retirement, annual stock appreciation rights, stock options, and restricted share units held for more than one year may become vested and exercisable (if applicable), subject to certain terms and conditions. Awards with performance-based vesting generally have a minimum three-year vesting period and vest based on actual performance against pre-established metrics. In the event of retirement, performance-based awards held for more than one year, remain eligible to vest based on actual performance relative to target metrics.
In conjunction with the Separation, and in accordance with the EMA, the Company's employees with outstanding former UTC stock-based awards received replacement stock-based awards under the Plan at Separation. The value of the replaced stock-based awards was designed to preserve the aggregate intrinsic value of the award immediately after the Separation when compared to the aggregate intrinsic value of the award immediately prior to Separation. The incremental expense incurred by the Company was not material. As of June 30, 2020, approximately 28 million shares remain available for awards under the 2020 Plan.
Stock-based Compensation Expense
We measure the cost of all share-based payments, including stock options, at fair value on the grant date and recognize this cost in the Condensed Consolidated Statements of Operations. A forfeiture rate assumption is applied on grant date to adjust the expense recognition for awards that are not expected to vest. For the first three months of the six months ended June 30, 2020, stock-based compensation expense includes expense attributable to Otis, which is based on the awards and terms previously granted under the UTC incentive compensation plan to Otis employees. Accordingly, the amounts presented for the six months ended June 30, 2020 and 2019 are not necessarily indicative of future awards and do not necessarily reflect the results that Otis would have experienced as an independent, publicly-traded company.
Stock-based compensation expense and the resulting tax benefits were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
(dollars in millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Stock-based compensation expense (Share Based)*
|
$
|
15
|
|
|
$
|
9
|
|
|
$
|
27
|
|
|
$
|
16
|
|
|
Stock-based compensation expense (Cash Based)
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
(7)
|
|
|
$
|
3
|
|
|
Total gross stock-based compensation expense
|
$
|
16
|
|
|
$
|
10
|
|
|
$
|
20
|
|
|
$
|
19
|
|
|
Less: future tax benefit
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
4
|
|
|
$
|
2
|
|
|
Stock-based compensation expense, net of tax
|
$
|
14
|
|
|
$
|
9
|
|
|
$
|
16
|
|
|
$
|
17
|
|
*Includes Directors compensation of approximately $2 million in 2020
As of June 30, 2020, there was approximately $96 million of total unrecognized compensation cost related to non-vested equity awards granted under the Plan. This cost is expected to be recognized ratably over a weighted-average period of 2.5 years.
A summary of the transactions under the new Otis Plan for the six months ended June 30, 2020 follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Appreciation Rights
|
|
|
|
Restricted Share Units
|
|
|
|
Performance Share Units
|
|
|
|
Stock Options
|
|
|
|
(shares in thousands)
|
Shares
|
|
Average Price*
|
|
Shares
|
|
Average Price**
|
|
Shares
|
|
Average Price**
|
|
Shares
|
|
Average Price**
|
|
Outstanding at:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2020
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
Converted from UTC1
|
12,782
|
|
60.16
|
|
1,376
|
|
68.22
|
|
38
|
|
67.53
|
|
520
|
|
53.99
|
|
Granted2
|
171
|
|
51.81
|
|
564
|
|
53.70
|
|
—
|
|
—
|
|
—
|
|
—
|
|
Exercised / Earned2
|
—
|
|
—
|
|
(73)
|
|
57.62
|
|
(1)
|
|
66.96
|
|
—
|
|
—
|
|
Cancelled
|
(19)
|
|
75.53
|
|
(5)
|
|
69.81
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
12,934
|
|
$
|
60.02
|
|
|
1,862
|
|
$
|
64.23
|
|
|
37
|
|
$
|
67.52
|
|
|
520
|
|
$
|
53.99
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*weighted-average grant price
**weighted-average grant fair value
1 Converted shares include Carrier and Legacy UTC employees receiving Otis awards on spin
2 Includes annual retainer awards issued to the Board of Directors
The following table summarizes information about equity awards outstanding that are vested and expected to vest and equity awards outstanding that are exercisable at June 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Awards Vested and Expected to Vest
|
|
|
|
|
|
|
|
Equity Awards That Are Exercisable
|
|
|
|
|
|
|
|
|
|
(shares in thousands; aggregate intrinsic value in millions)
|
|
Awards
|
|
Average Price*
|
|
Aggregate Intrinsic Value
|
|
Remaining Term**
|
|
Awards
|
|
Average Price*
|
|
Aggregate Intrinsic Value
|
|
Remaining Term**
|
|
|
|
Stock Options/Stock Appreciation Rights
|
|
13,231
|
|
$
|
59.57
|
|
|
$
|
46
|
|
|
5.9 years
|
|
8,564
|
|
$
|
53.27
|
|
|
$
|
45
|
|
|
4.3 years
|
|
|
|
Performance Share Units/Restricted Stock
|
|
1,795
|
|
—
|
|
$
|
102
|
|
|
2.2 years
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*weighted-average grant price per share
**weighted-average contractual remaining term in years
Note 11: Accumulated Other Comprehensive Loss
A summary of the changes in each component of Accumulated other comprehensive loss, net of tax for the quarters and six months ended June 30, 2020 and 2019 is provided below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
Foreign
Currency
Translation
|
|
Defined Benefit
Pension and
Postretirement
Plans
|
|
|
|
Unrealized
Hedging
(Losses)
Gains
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Quarter Ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2020
|
$
|
(704)
|
|
|
$
|
(166)
|
|
|
|
|
$
|
8
|
|
|
$
|
(862)
|
|
Other comprehensive income (loss) before
reclassifications, net
|
28
|
|
|
(1)
|
|
|
|
|
(12)
|
|
|
15
|
|
|
Amounts reclassified, pre-tax
|
—
|
|
|
3
|
|
|
|
|
—
|
|
|
3
|
|
|
Tax expense reclassified
|
—
|
|
|
1
|
|
|
|
|
—
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2020
|
$
|
(676)
|
|
|
$
|
(163)
|
|
|
|
|
$
|
(4)
|
|
|
$
|
(843)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2019
|
$
|
(588)
|
|
|
$
|
(167)
|
|
|
|
|
$
|
(3)
|
|
|
$
|
(758)
|
|
Other comprehensive (loss) income before
reclassifications, net
|
(88)
|
|
|
(1)
|
|
|
|
|
(1)
|
|
|
(90)
|
|
|
Amounts reclassified, pre-tax
|
—
|
|
|
7
|
|
|
|
|
—
|
|
|
7
|
|
|
Tax benefit reclassified
|
—
|
|
|
(2)
|
|
|
|
|
—
|
|
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2020
|
$
|
(676)
|
|
|
$
|
(163)
|
|
|
|
|
$
|
(4)
|
|
|
$
|
(843)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
Foreign
Currency
Translation
|
|
Defined Benefit
Pension and
Postretirement
Plans
|
|
|
|
Unrealized
Hedging
(Losses) Gains
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Quarter Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2019
|
$
|
(537)
|
|
|
$
|
(157)
|
|
|
|
|
$
|
—
|
|
|
$
|
(694)
|
|
Other comprehensive (loss) income before
reclassifications, net
|
(41)
|
|
|
4
|
|
|
|
|
(2)
|
|
|
(39)
|
|
|
Amounts reclassified, pre-tax
|
—
|
|
|
3
|
|
|
|
|
—
|
|
|
3
|
|
|
Tax benefit reclassified
|
—
|
|
|
(4)
|
|
|
|
|
—
|
|
|
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2019
|
$
|
(578)
|
|
|
$
|
(154)
|
|
|
|
|
$
|
(2)
|
|
|
$
|
(734)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2018
|
$
|
(573)
|
|
|
$
|
(135)
|
|
|
|
|
$
|
—
|
|
|
$
|
(708)
|
|
Other comprehensive (loss) income before
reclassifications, net
|
(5)
|
|
|
(24)
|
|
|
|
|
(2)
|
|
|
(31)
|
|
|
Amounts reclassified, pre-tax
|
—
|
|
|
5
|
|
|
|
|
—
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2019
|
$
|
(578)
|
|
|
$
|
(154)
|
|
|
|
|
$
|
(2)
|
|
|
$
|
(734)
|
|
Amounts reclassified that relate to defined benefit pension and postretirement plans include amortization of prior service costs and actuarial net losses recognized during each period presented. These costs are recorded as components of net periodic pension cost for each period presented. See Note 10 – Employee Benefit Plans for additional information.
Note 12: Income Taxes
The change in the effective tax rate for the quarter and six months ended June 30, 2020 is primarily the result of the tax impact of non-recurring Separation-related costs and a fixed asset impairment loss incurred during the quarter ended March 31, 2020.
The Company conducts business globally and, as a result, the Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as Australia, Belgium, Canada, China, France, Germany, India, Italy, Japan, Mexico, South Korea, Spain, the United Kingdom, and the United States. With a few exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations for years before 2009.
In the ordinary course of business, there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination based upon management’s evaluation of the facts, circumstances, and information available at the reporting date. It is reasonably possible that a range of a $10 million net increase to a $360 million net reduction of unrecognized tax benefits may occur within the next 12 months as a result of additional worldwide uncertain tax positions, the closure of tax statutes, or the revaluation of current uncertain tax positions arising from the issuance of legislation, regulatory or other guidance or developments in examinations, in appeals or in the courts. See Note 17, Contingent Liabilities, for discussion regarding uncertain tax positions, included in the above range, related to pending litigation with respect to certain deductions claimed in Germany.
Note 13: Restructuring Costs
During the quarters ended June 30, 2020 and 2019, we recorded pre-tax restructuring costs totaling $20 million and $15 million, respectively, and during the six months ended June 30, 2020 and 2019, we recorded pre-tax restructuring costs totaling $26 million and $40 million, respectively, for new and ongoing restructuring actions. For the six months ended June 30, 2020 we recorded pre-tax restructuring costs of $23 million related to 2020 actions and $3 million of costs related to 2019 actions. We recorded these charges as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
(dollars in millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Cost of products and services sold
|
$
|
10
|
|
|
$
|
8
|
|
|
$
|
10
|
|
|
$
|
16
|
|
|
Selling, general & administrative
|
10
|
|
|
7
|
|
|
16
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
$
|
20
|
|
|
$
|
15
|
|
|
$
|
26
|
|
|
$
|
40
|
|
2020 Actions. During the six months ended June 30, 2020, we recorded pre-tax restructuring costs of $23 million comprised of $10 million in Cost of products and services sold and $13 million in Selling, general and administrative expenses on the Condensed Consolidated Statement of Operations. The 2020 actions relate to ongoing cost reduction efforts, including workforce reductions.
We are targeting to complete in 2020 and 2021 the majority of remaining restructuring actions initiated in 2020. The following table summarizes the accrual balance and utilization for the 2020 restructuring actions for the quarter and six months ended June 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
Severance
|
|
Facility Exit, Lease Termination & Other Costs
|
|
Total
|
|
Quarter Ended June 30, 2020
|
|
|
|
|
|
|
Restructuring accruals at April 1, 2020
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
Net pre-tax restructuring costs
|
19
|
|
|
—
|
|
|
19
|
|
|
Utilization, foreign exchange and other costs
|
(6)
|
|
|
—
|
|
|
(6)
|
|
|
Balance at June 30, 2020
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2020
|
|
|
|
|
|
|
Restructuring accruals at January 1, 2020
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Net pre-tax restructuring costs
|
23
|
|
|
—
|
|
|
23
|
|
|
Utilization, foreign exchange and other costs
|
(7)
|
|
|
—
|
|
|
(7)
|
|
|
Balance at June 30, 2020
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
|
|
|
|
|
|
The following table summarizes expected, incurred and remaining costs for the 2020 restructuring actions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
Expected Costs
|
|
Costs Incurred Quarter Ended March 31, 2020
|
|
Costs Incurred Quarter Ended June 30, 2020
|
|
|
|
Remaining Costs at June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total restructuring
|
$
|
51
|
|
|
$
|
(4)
|
|
|
$
|
(19)
|
|
|
|
|
$
|
28
|
|
2019 Actions. During the six months ended June 30, 2020, we recorded pre-tax restructuring costs totaling $3 million for restructuring actions initiated in 2019, primarily included in Selling, general and administrative expenses on the Condensed Consolidated Statement of Operations. The 2019 actions relate to ongoing cost reduction efforts, including workforce reductions.
We are targeting to complete in 2020 and 2021 the majority of remaining restructuring actions initiated in 2019. The following table summarizes the accrual balances and utilization for the 2019 restructuring actions for the quarter and six months ended June 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
Severance
|
|
Facility Exit, Lease Termination & Other Costs
|
|
Total
|
|
Quarter Ended June 30, 2020
|
|
|
|
|
|
|
Restructuring accruals at April 1, 2020
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
Net pre-tax restructuring costs
|
1
|
|
|
—
|
|
|
1
|
|
|
Utilization, foreign exchange and other costs
|
(3)
|
|
|
—
|
|
|
(3)
|
|
|
Balance at June 30, 2020
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2020
|
|
|
|
|
|
|
Restructuring accruals at January 1, 2020
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
Net pre-tax restructuring costs
|
3
|
|
|
—
|
|
|
3
|
|
|
Utilization, foreign exchange and other costs
|
(9)
|
|
|
—
|
|
|
(9)
|
|
|
Balance at June 30, 2020
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
The following table summarizes expected, incurred and remaining costs for the 2019 restructuring actions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
Expected Costs
|
|
Cost incurred during 2019
|
|
Costs Incurred Quarter ended March 31, 2020
|
|
Costs Incurred Quarter ended June 30, 2020
|
|
|
|
Remaining costs at June 30, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total restructuring
|
$
|
58
|
|
|
$
|
(45)
|
|
|
$
|
(2)
|
|
|
$
|
(1)
|
|
|
|
|
$
|
10
|
|
2018 and Prior Actions. During the six months ended June 30, 2020, no pre-tax restructuring costs were recorded for restructuring actions initiated in 2018 and prior.
Note 14: Financial Instruments
We enter into derivative instruments primarily for risk management purposes, including derivatives designated as hedging instruments under ASC 820. We operate internationally and, in the normal course of business, are exposed to fluctuations in interest rates and foreign exchange rates. These fluctuations can increase the costs of financing, investing and operating the business. We may use derivative instruments, including swaps, forward contracts and options, to manage certain foreign currency and interest rate exposures.
The average of the notional amount of foreign exchange contracts hedging foreign currency transactions was $2.8 billion at June 30, 2020.
The following table summarizes the fair value and presentation on the Condensed Consolidated Balance Sheets for derivative instruments as of June 30, 2020 and December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
Balance Sheet Classification
|
|
June 30, 2020
|
|
December 31, 2019
|
|
Derivatives designated as Cash flow hedging instruments:
|
|
|
|
|
|
|
Foreign exchange contracts
|
Asset Derivatives:
|
|
|
|
|
|
|
Other assets, current
|
|
$
|
3
|
|
|
$
|
—
|
|
|
|
Other assets
|
|
1
|
|
|
—
|
|
|
|
Total asset derivatives
|
|
$
|
4
|
|
|
$
|
—
|
|
|
|
Liability Derivatives:
|
|
|
|
|
|
|
Accrued liabilities
|
|
$
|
(6)
|
|
|
$
|
(1)
|
|
|
|
Other long-term liabilities
|
|
(2)
|
|
|
—
|
|
|
|
Total liability derivatives
|
|
$
|
(8)
|
|
|
$
|
(1)
|
|
|
Derivatives not designated as Cash flow hedging instruments:
|
|
|
|
|
|
|
Foreign exchange contracts
|
Asset Derivatives:
|
|
|
|
|
|
|
Other assets, current
|
|
$
|
11
|
|
|
$
|
8
|
|
|
|
Other assets
|
|
2
|
|
|
2
|
|
|
|
Total asset derivatives
|
|
$
|
13
|
|
|
$
|
10
|
|
|
|
Liability Derivatives:
|
|
|
|
|
|
|
Accrued liabilities
|
|
(20)
|
|
|
(4)
|
|
|
|
Other long-term liabilities
|
|
—
|
|
|
—
|
|
|
|
Total liability derivatives
|
|
$
|
(20)
|
|
|
$
|
(4)
|
|
The effect of cash flow hedging relationships on Accumulated other comprehensive loss for the quarters and six months ended June 30, 2020 and 2019 are presented in the table below. The amounts of gain or (loss) are attributable to foreign exchange contract activity and are recorded as a component of Cost of products sold on the Condensed Consolidated Statements of Operations when reclassified from accumulated other comprehensive loss and was immaterial for the quarters and six months ended June 30, 2020 and 2019, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
(dollars in millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Loss recorded in Accumulated other comprehensive loss
|
$
|
(12)
|
|
|
$
|
(2)
|
|
|
$
|
(1)
|
|
|
$
|
(2)
|
|
|
|
|
|
|
|
|
|
|
The Company utilizes the critical terms match method in assessing firm commitment derivatives for hedge effectiveness. Accordingly, the hedged items and derivatives designated as hedging instruments are highly effective.
Assuming current market conditions continue, a $2 million pre-tax loss is expected to be reclassified from Accumulated other comprehensive loss into Product sales to reflect the fixed prices obtained from foreign exchange hedging within the next 12 months. At June 30, 2020, all derivative contracts accounted for as cash flow hedges will mature by May 2024.
The effect of derivatives not designated as Cash flow hedging instruments within Other income (expense) net, on the Condensed Consolidated Statements of Operations was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
(dollars in millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Foreign exchange contracts
|
$
|
1
|
|
|
$
|
(1)
|
|
|
$
|
2
|
|
|
$
|
(4)
|
|
Note 15: Fair Value Measurements
In accordance with the provisions of ASC 820: Fair Value Measurements, the following tables provide the valuation hierarchy classification of assets and liabilities that are carried at fair value and measured on a recurring and non-recurring basis in our Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
|
|
|
|
|
|
(dollars in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Recurring fair value measurements:
|
|
|
|
|
|
|
|
|
Equity securities
|
$
|
51
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Derivative assets
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
Derivative liabilities
|
(28)
|
|
|
—
|
|
|
(28)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
(dollars in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Recurring fair value measurements:
|
|
|
|
|
|
|
|
|
Equity securities
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Derivative assets
|
9
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
Derivative liabilities
|
(5)
|
|
|
—
|
|
|
(5)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation Techniques. Our equity securities include equity investments that are traded in active markets, either domestically or internationally, and are measured at fair value using closing stock prices from active markets. The fair value gains or losses related to our equity securities are recorded through net income. Our derivative assets and liabilities include foreign exchange contracts that are measured at fair value using internal models based on observable market inputs such as forward rates, interest rates, our own credit risk and our counterparties' credit risks. Our notes are measured at fair value using closing bond prices from active markets. Our term loan is measured at fair value using external interest rates and market conditions to derive a market interest rate.
As of June 30, 2020, there has not been any significant impact to the fair value of our derivative liabilities due to our own credit risk. Similarly, there has not been any significant adverse impact to our derivative assets based on our evaluation of our counterparties' credit risks.
The following table provides carrying amounts and fair values of financial instruments that are not carried at fair value in our Condensed Consolidated Balance Sheets at June 30, 2020 and December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
|
|
December 31, 2019
|
|
|
|
(dollars in millions)
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Long-term receivables
|
$
|
61
|
|
|
$
|
61
|
|
|
$
|
62
|
|
|
$
|
62
|
|
|
Customer financing notes receivable
|
88
|
|
|
88
|
|
|
62
|
|
|
62
|
|
|
Short-term borrowings
|
(33)
|
|
|
(33)
|
|
|
(34)
|
|
|
(34)
|
|
|
Long-term debt (excluding leases and other)
|
(6,300)
|
|
|
(6,516)
|
|
|
—
|
|
|
—
|
|
|
Long-term liabilities
|
(253)
|
|
|
(244)
|
|
|
(4)
|
|
|
(4)
|
|
Long-term liabilities as of June 30, 2020 includes $239 million of payables to UTC for reimbursement of tax payments UTC is responsible to pay after the Separation as a result of the TMA.
The following tables provide the valuation hierarchy classification of assets and liabilities that are not carried at fair value in the Condensed Consolidated Balance Sheet at June 30, 2020 and December 31, 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020
|
|
|
|
|
|
|
|
(dollars in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Long-term receivables
|
$
|
61
|
|
|
$
|
—
|
|
|
$
|
61
|
|
|
$
|
—
|
|
|
Customer financing notes receivable
|
88
|
|
|
—
|
|
|
88
|
|
|
—
|
|
|
Short-term borrowings
|
(33)
|
|
|
—
|
|
|
(33)
|
|
|
—
|
|
|
Long-term debt (excluding leases and other)
|
(6,516)
|
|
|
—
|
|
|
(6,516)
|
|
|
|
|
Long-term liabilities
|
(244)
|
|
|
—
|
|
|
(244)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
(dollars in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Long-term receivables
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
62
|
|
|
$
|
—
|
|
|
Customer financing notes receivable
|
62
|
|
|
—
|
|
|
62
|
|
|
—
|
|
|
Short-term borrowings
|
(34)
|
|
|
—
|
|
|
(34)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities
|
(4)
|
|
|
—
|
|
|
(4)
|
|
|
—
|
|
Note 16: Guarantees
The Company provides service and warranty on its products beyond normal service and warranty policies. The changes in the carrying amount of service and product guarantees for the six months ended June 30, 2020 and 2019 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in millions)
|
|
2020
|
|
2019
|
|
Balance as of January 1
|
|
$
|
27
|
|
|
$
|
47
|
|
|
Warranties
|
|
8
|
|
|
3
|
|
|
Settlements made
|
|
(7)
|
|
|
(9)
|
|
|
Other
|
|
(1)
|
|
|
(4)
|
|
|
Balance as of June 30
|
|
$
|
27
|
|
|
$
|
37
|
|
The Company provides certain financial guarantees to third parties. As of June 30, 2020, Otis has stand-by letters of credit with maximum potential payment totaling $139 million. We accrue costs associated with guarantees when it is probable that a liability has been incurred and the amount can be reasonably estimated. The most likely cost to be incurred is accrued based on an evaluation of currently available facts, and where no amount within a range of estimates is more likely, the minimum is accrued. In accordance with the FASB ASC Topic 460: Guarantees, we record these liabilities at fair value. As of June 30, 2020, Otis has determined there are no estimated costs probable under these guarantees.
Note 17: Contingent Liabilities
Except as otherwise noted, while we are unable to predict the final outcome, based on information currently available, we do not believe that resolution of any of the following matters will have a material adverse effect upon our competitive position, results of operations, cash flows or financial condition.
Environmental. As previously disclosed, the Company's operations are subject to environmental regulation by authorities with jurisdiction over its operations. The Company has accrued for the costs of environmental remediation activities, including, but not limited to, investigatory, remediation, operating and maintenance costs and performance guarantees, and periodically reassesses these amounts. Management believes that the likelihood of incurring losses materially in excess of amounts accrued is remote. The outstanding liability for environmental obligations was $12 million at the quarters ended June 30, 2020 and December 31, 2019, respectively and is included in Accrued liabilities and Other long-term liabilities on the Condensed Consolidated Balance Sheets.
Legal Proceedings.
German Tax Litigation
As previously disclosed, we have been involved in administrative review proceedings with the German Tax Office, which concern approximately €215 million (approximately $241 million as of June 30, 2020) of tax benefits that we have claimed related to a 1998 reorganization of the corporate structure of our operations in Germany. Upon audit, these tax benefits were disallowed by the German Tax Office. We estimate interest associated with the aforementioned tax benefits is an additional approximately €118 million (approximately $132 million as of June 30, 2020). On August 3, 2012, a suit was filed in the local German Tax Court (Berlin-Brandenburg). In March 2016, the local German Tax Court dismissed the suit, and we appealed this decision to the German Federal Tax Court. Following a hearing on July 24, 2018, the German Federal Tax Court remanded the matter to the local German Tax Court for further proceedings. In 2015, UTC made tax and interest payments to German tax authorities of €275 million (approximately $300 million) in order to avoid additional interest accruals pending final resolution of this matter. Pursuant to the TMA, the Company retains the liability associated with the remaining interest, and has recorded an interest accrual of €45 million (approximately $50 million as of June 30, 2020), net of payments and other deductions, included within Other long-term liabilities on the Condensed Consolidated Balance Sheet at June 30, 2020. In the event that UTC and Otis prevail in this matter, any recoveries would be allocated between UTC and the Company pursuant to the terms of the TMA.
Asbestos Matters
As previously disclosed, we have been named as defendants in lawsuits alleging personal injury as a result of exposure to asbestos. While we have never manufactured any asbestos-containing component parts, and no longer incorporate asbestos in any current products, certain of our historical products have contained components manufactured by third parties incorporating asbestos. A substantial majority of these asbestos-related claims have been dismissed without payment or were covered in full or in part by insurance or other forms of indemnity. Additional cases were litigated and settled without any insurance reimbursement. The amounts involved in asbestos related claims were not material individually or in the aggregate as of and for the periods ended June 30, 2020 and December 31, 2019.
The estimated range of total liabilities to resolve all pending and unasserted potential future asbestos claims through 2059 is approximately $24 million to $45 million. Because no amount within the range of estimates is more likely to occur than any other, we have recorded the minimum amount of $24 million, which is principally recorded in Other long-term liabilities on our Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019. Amounts are on a pre-tax basis, not discounted, and excludes the Company's legal fees to defend the asbestos claims (which will continue to be expensed as they are incurred). In addition, the Company has an insurance recovery receivable for probable asbestos related recoveries of approximately $5 million, which is included in Other assets on our Condensed Consolidated Balance Sheets as of June 30, 2020 and December 31, 2019.
Other.
As previously disclosed, we have commitments and contingent liabilities related to legal proceedings, self-insurance programs and matters arising out of the normal course of business. We accrue contingencies based on a range of possible outcomes. If no amount within this range is a better estimate than any other, we accrue the minimum amount. While it is not possible to determine the ultimate disposition of each of these claims and whether they will be resolved consistent with our beliefs, we expect that the outcome of such claims, individually or in the aggregate, will not have a material adverse effect on our business, financial condition, cash flows or results of operations.
As previously disclosed, in certain European countries, claims for overcharges on elevators and escalators related to civil cartel cases have been made, which we have accrued for based on our evaluation of the claims. While it is not possible to determine the ultimate disposition of each of these claims and whether they will be resolved consistent with our beliefs, historical settlement experience of these cases have not been material to the business, financial condition, cash flows or results of operations, however the future outcome of these cases cannot be determined.
As previously disclosed, in the ordinary course of business, the Company is also routinely a defendant in, party to or otherwise subject to many pending and threatened legal actions, claims, disputes and proceedings. These matters are often based on alleged violations of contract, product liability, warranty, regulatory, environmental, health and safety, employment, intellectual property, tax and other laws. In some of these proceedings, claims for substantial monetary damages are asserted
against the Company and its subsidiaries and could result in fines, penalties, compensatory or treble damages or non-monetary relief. We do not believe that these matters will have a material adverse effect upon our competitive position, results of operations, cash flows or financial condition.
Note 18: Segment Financial Data
Our operations are classified into two operating segments: New Equipment and Service. Through the New Equipment segment, we design, manufacture, sell and install a wide range of passenger and freight elevators as well as escalators and moving walkways to customers in the residential and commercial building and infrastructure projects. The Service segment provides maintenance and repair services for both our products and those of other manufacturers, and provides modernization services to upgrade elevators and escalators. The operating segments are generally based on the management structure of the Company, how management allocates resources, assesses performance and makes strategic and operational decisions.
Segment Information. Segment information for the quarters ended June 30, 2020 and 2019 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
|
Operating Profit
|
|
|
|
Operating Profit Margin
|
|
|
|
(dollars in millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
New Equipment
|
$
|
1,294
|
|
|
$
|
1,500
|
|
|
$
|
79
|
|
|
$
|
138
|
|
|
6.1
|
%
|
|
9.2
|
%
|
|
Service
|
1,735
|
|
|
1,851
|
|
|
381
|
|
|
388
|
|
|
22.0
|
%
|
|
21.0
|
%
|
|
Total segments
|
3,029
|
|
|
3,351
|
|
|
460
|
|
|
526
|
|
|
15.2
|
%
|
|
15.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General corporate expenses and other
|
—
|
|
—
|
|
(44)
|
|
|
(45)
|
|
|
|
|
|
|
Total
|
$
|
3,029
|
|
|
$
|
3,351
|
|
|
$
|
416
|
|
|
$
|
481
|
|
|
13.7
|
%
|
|
14.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Information. Segment information for the six months ended June 30, 2020 and 2019 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
|
Operating Profit
|
|
|
|
Operating Profit Margin
|
|
|
|
(dollars in millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
New Equipment
|
$
|
2,417
|
|
|
$
|
2,771
|
|
|
$
|
143
|
|
|
$
|
197
|
|
|
5.9
|
%
|
|
7.1
|
%
|
|
Service
|
3,578
|
|
|
3,681
|
|
|
781
|
|
|
774
|
|
|
21.8
|
%
|
|
21.0
|
%
|
|
Total segments
|
5,995
|
|
|
6,452
|
|
|
924
|
|
|
971
|
|
|
15.4
|
%
|
|
15.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General corporate expenses and other1
|
—
|
|
|
—
|
|
|
(179)
|
|
|
(75)
|
|
|
|
|
|
|
Total
|
$
|
5,995
|
|
|
$
|
6,452
|
|
|
$
|
745
|
|
|
$
|
896
|
|
|
12.4
|
%
|
|
13.9
|
%
|
1 The increase in general corporate expenses and other during the six months ended June 30, 2020 compared to the six months ended June 30, 2019 is primarily driven by a fixed asset impairment charge and related costs of approximately $67 million, as well as non-recurring Separation-related costs of $53 million and incremental standalone public company costs.
Total assets are not presented for each segment as they are not presented to or reviewed by the Chief Operating Decision Maker ("CODM").
Geographic External Sales. Geographic Net sales are attributed to the geographic regions based on their location of origin. With the exception of the U.S. and China, there were no individually significant countries with sales exceeding 10% of Net sales during the quarters and six months ended June 30, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
External Net Sales
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
|
(dollars in millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
|
United States Operations
|
$
|
805
|
|
|
$
|
907
|
|
|
$
|
1,695
|
|
|
$
|
1,824
|
|
|
|
International Operations
|
|
|
|
|
|
|
|
|
|
China
|
613
|
|
|
590
|
|
|
933
|
|
|
966
|
|
|
|
Other
|
1,611
|
|
|
1,854
|
|
|
3,367
|
|
|
3,662
|
|
|
|
Total
|
$
|
3,029
|
|
|
$
|
3,351
|
|
|
$
|
5,995
|
|
|
$
|
6,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Net sales disaggregated by product and service type for the quarters and six months ended June 30, 2020 and 2019 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended June 30,
|
|
|
|
Six Months Ended June 30,
|
|
|
|
(dollars in millions)
|
2020
|
|
2019
|
|
2020
|
|
2019
|
|
Disaggregated Net sales by type
|
|
|
|
|
|
|
|
|
New Equipment
|
$
|
1,294
|
|
|
$
|
1,500
|
|
|
$
|
2,417
|
|
|
$
|
2,771
|
|
|
|
|
|
|
|
|
|
|
|
Maintenance and Repair
|
1,423
|
|
|
1,522
|
|
|
2,933
|
|
|
3,029
|
|
|
Modernization
|
312
|
|
|
329
|
|
|
645
|
|
|
652
|
|
|
Total Service
|
1,735
|
|
|
1,851
|
|
|
3,578
|
|
|
3,681
|
|
|
Total
|
$
|
3,029
|
|
|
$
|
3,351
|
|
|
$
|
5,995
|
|
|
$
|
6,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Major Customers. There were no customers that individually accounted for 10% or more of the Company's consolidated Net sales for the quarters and six months ended June 30, 2020 and 2019.
Note 19: Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. We adopted this standard effective January 1, 2020 utilizing a modified retrospective approach. A cumulative-effect non-cash after-tax adjustment to retained earnings as of January 1, 2020 was recorded, as discussed further in Note 6, Account Receivables, Net.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. The new standard removes the disclosure requirements for the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. The provisions of this ASU are effective for years beginning after December 15, 2019, with early adoption permitted. The Company adopted this standard effective January 1, 2020. The adoption of this ASU did not have a significant impact on our Condensed Consolidated Financial Statements.
In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans - General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans. The new standard includes updates to the disclosure requirements for defined benefit plans including several additions, deletions and modifications to the disclosure requirements. The provisions of this ASU are effective for years ending after December 15, 2020, with early adoption permitted. The Company adopted this standard effective January 1, 2020. The adoption of this ASU did not have a significant impact on our Condensed Consolidated Financial Statements.
In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The new standard provides updated guidance surrounding implementation costs associated with cloud computing arrangements that are service contracts. The provisions of this ASU are effective for years beginning after December 15, 2019. The Company adopted this standard effective January 1, 2020. The adoption of this ASU did not have a material impact on our Condensed Consolidated Financial Statements.
In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The amendments in this update for determining whether a decision-making fee is a variable interest require reporting entities to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required in GAAP). Therefore, these amendments likely will result in more decision makers not having a variable interest through their decision-making arrangements. These amendments also will create alignment between determining whether a decision making fee is a variable interest and determining whether a reporting entity within a related party group is the primary beneficiary of a Variable Interest Entity ("VIE"). If fewer decision-making fees are considered variable interests, the focus on determining which party within a related party group under common control may have a controlling financial interest will be shifted to the variable interest holders in the group with more significant economic interests. This will significantly reduce the risk that decision makers with insignificant direct and indirect interests could be deemed the primary beneficiary of a VIE. The provisions of this ASU are effective for years beginning after December 15, 2019, with early adoption permitted. The Company adopted this standard effective January 1, 2020. The adoption of this ASU did not have a material impact on our Condensed Consolidated Financial Statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this update remove certain exceptions of Topic 740 including: exception to the incremental approach for intraperiod tax allocation when there is a loss from continuing operations and income or gain from other items; exception to the requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity method investment; exception to the ability not to recognize a deferred tax liability for a foreign subsidiary when a foreign equity method investment becomes a subsidiary; exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. There are also additional areas of guidance in regards to: franchise and other taxes partially based on income and the interim recognition of enactment of tax laws and rate changes. The provisions of this ASU are effective for years beginning after December 15, 2020, with early adoption permitted. We are currently evaluating the impact of this ASU on our Condensed Consolidated Financial Statements.
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments in ASU 2020-04 apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 is currently effective and upon adoption may be applied prospectively to contract modifications made on or before December 31, 2022. We are currently evaluating the impact of adopting this standard but do not expect it to have a material impact on our Condensed Consolidated Financial Statements.
