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ACQUISITIONS, DIVESTITURES AND ASSET SALES (Tables) | 12 Months Ended
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Dec. 29, 2023
Business Combination and Asset Acquisition [Abstract] |
Schedule of Calculation of Consideration Transferred | 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 |
_______________ (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. As of the acquisition date, the fair value of consideration transferred consisted of the following:
(In millions) | July 28, 2023
Cash consideration paid for AJRD outstanding common stock & equity awards | $ | 4,748 |
AJRD debt settled by L3Harris | 257 |
Cash consideration paid | 5,005 |
Less cash acquired | (290) |
Fair value of consideration transferred | $ | 4,715 |
Consideration Paid for 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 adjustments recognized during the measurement period:
(In millions) | Preliminary as of January 3, 2023 |  | Measurement Period Adjustments, Net(1),(2) |  | Adjusted as of December 29, 2023
Receivables | $ | 28 |  |  | $ | — |  |  | $ | 28 |
Contract assets | 18 |  |  | 11 |  |  | 29 |
Inventories | 164 |  |  | (18) |  |  | 146 |
Other current assets | 9 |  |  | — |  |  | 9 |
Property, plant and equipment | 50 |  |  | (1) |  |  | 49 |
Goodwill | 1,014 |  |  | 129 |  |  | 1,143 |
Other intangible assets | 850 |  |  | (95) |  |  | 755 |
Deferred income taxes | 33 |  |  | 2 |  |  | 35 |
Other non-current assets | 18 |  |  | (1) |  |  | 17 |
Total assets acquired | $ | 2,184 |  |  | $ | 27 |  |  | $ | 2,211 |
Accounts payable | $ | 20 |  |  | $ | — |  |  | $ | 20 |
Contract liabilities | 28 |  |  | — |  |  | 28 |
Compensation and benefits | 2 |  |  | — |  |  | 2 |
Other accrued items | 119 |  |  | 17 |  |  | 136 |
Other long-term liabilities | 41 |  |  | 10 |  |  | 51 |
Total liabilities assumed | $ | 210 |  |  | $ | 27 |  |  | $ | 237 |
Net assets acquired | $ | 1,974 |  |  | $ | — |  |  | $ | 1,974 |
_______________ (1)Fair value adjustments during the fiscal year ended December 29, 2023 primarily related to refined assumptions in the valuation of customer relationship intangible assets. (2)Assets acquired include $11 million of Contract assets that were reclassified from Inventories to Contract assets to conform TDL’s accounting policies with those of L3Harris, as required under ASC 805. As such, reclassified amounts will not be recognized as revenue in future periods. 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 December 29, 2023:
(In millions) | Preliminary as of July 28, 2023 |  | Measurement Period Adjustments, Net(1) |  | Preliminary Adjusted as of December 29, 2023
Receivables | $ | 156 |  |  | $ | — |  |  | $ | 156 |
Contract assets | 338 |  |  | (40) |  |  | 298 |
Inventories | 14 |  |  | — |  |  | 14 |
Other current assets | 117 |  |  | 29 |  |  | 146 |
Property, plant and equipment | 574 |  |  | 28 |  |  | 602 |
Goodwill | 2,348 |  |  | 17 |  |  | 2,365 |
Other intangible assets | 2,860 |  |  | (20) |  |  | 2,840 |
Other non-current assets | 609 |  |  | 89 |  |  | 698 |
Total assets acquired | $ | 7,016 |  |  | $ | 103 |  |  | $ | 7,119 |
Current portion of long-term debt, net | 1 |  |  | — |  |  | 1 |
Accounts payable | $ | 145 |  |  | $ | — |  |  | $ | 145 |
Contract liabilities | 310 |  |  | 15 |  |  | 325 |
Compensation and benefits | 116 |  |  | 1 |  |  | 117 |
Income taxes payable | 6 |  |  | (1) |  |  | 5 |
Other accrued items | 278 |  |  | 22 |  |  | 300 |
Long-term debt, net | 41 |  |  | — |  |  | 41 |
Deferred income taxes | 398 |  |  | 120 |  |  | 518 |
Other long-term liabilities | 1,006 |  |  | (54) |  |  | 952 |
Total liabilities assumed | $ | 2,301 |  |  | $ | 103 |  |  | $ | 2,404 |
Fair value of consideration transferred | $ | 4,715 |  |  | $ | — |  |  | $ | 4,715 |
_______________ (1)Fair value adjustments during the fiscal year ended December 29, 2023 primarily related to EAC updates, refinements to the environmental liability and associated recoverable, as well as an update to the deferred tax liability which was offset by the release of a portion of the uncertain tax position previously booked by AJRD. The carrying amounts of the assets and liabilities of the CAS business classified as held for sale in our Consolidated Balance Sheet as of December 29, 2023 were as follows:
(In millions) | December 29, 2023 |
Receivables, net | $ | 80 |  |
Contract assets | 43 |  |
Inventories | 145 |  |
Other current assets | 33 |  |
Property, plant and equipment, net | 41 |  |
Goodwill | 534 |  |
Other intangible assets, net | 263 |  |
Other non-current assets | 44 |  |
Valuation allowance | (77) |  |
Total assets held for sale | $ | 1,106 |  |
Accounts payable | $ | 111 |  |
Contract liabilities | 48 |  |
Compensation and benefits | 11 |  |
Other accrued items | 38 |  |
Other long-term liabilities | 64 |  |
Total liabilities held for sale | $ | 272 |  |
Schedule of Identifiable Intangible Assets Acquired | The fair value and weighted-average amortization period of identifiable intangible assets acquired as of the acquisition date is as follows:
| Total |  | Useful Lives
| (In millions) |  | (In Years)
Customer relationships:(1) |  |  |
Backlog | $ | 83 |  |  | 2
Government programs | 323 |  |  | 16
Total customer relationships | 406 |  |  |
Developed technology | 349 |  |  | 17
Total identifiable intangible assets acquired | $ | 755 |  |  |
_______________ (1)TDL had backlog and government programs intangible assets that we classified as customer relationships. The preliminary fair value and weighted-average amortization period of identifiable intangible assets acquired as of the acquisition date is as follows:
| Total |  | Useful Lives
| (In millions) |  | (In Years)
Customer relationships:(1) |  |  |
Backlog | $ | 350 |  |  | 3
Government programs | 2,370 |  |  | 15 - 20
Total customer relationships | 2,720 |  |  |
Trade names | 120 |  |  | 15
Total identifiable intangible assets acquired | $ | 2,840 |  |  |
_______________ (1)AJRD had backlog and government programs intangible assets that we classified as customer relationships.
Schedule of Pro Forma Results | The following table includes revenue and income before income taxes of TDL included in our Consolidated Statement of Operations for the acquisition date through December 29, 2023 and the comparable periods of calendar year 2022. The comparable period results do not include any integration synergies or accounting conformity adjustments and are not necessarily indicative of our results of operations that actually would have been obtained had the acquisition of TDL been completed for the period presented, or which may be realized in the future.
| Fiscal Year Ended
(In millions) | December 29, 2023 |  | December 30, 2022
Revenue | $ | 365 |  |  | $ | 358 |
Income before income taxes | 131 |  |  | 68 |
The pro forma results do not include any integration synergies and are not necessarily indicative of our results of operations that actually would have been obtained had the acquisition of AJRD been completed for the period presented, or which may be realized in the future.
|  |  | Fiscal Year Ended
(In millions) |  |  |  |  | December 29, 2023 |  | December 30, 2022
Revenue |  |  |  |  | $ | 2,337 |  |  | $ | 2,238 |
Income before income taxes |  |  |  |  | 266 |  |  | 234 |
Schedule of Business Divestitures and Asset Sales | The following table presents information regarding business divestitures completed during fiscal 2021, all of which were reported under our “Other non-reportable businesses” segment through the date of divestiture, which was formerly our Aviation Systems segment:
(In millions) | Date of Divestiture |  | Sale Price |  | Net Cash Proceeds(1)
Narda-MITEQ business(2) | December 6, 2021 |  | $ | 75 |  |  | $ | 76 |
ESSCO business(3) | November 26, 2021 |  | 55 |  |  | 53 |
Electron Devices business(4) | October 1, 2021 |  | 185 |  |  | 173 |
Voice Switch Enterprise disposal group (“VSE disposal group”)(5) | July 30, 2021 |  | 20 |  |  | 19 |
Combat Propulsion Systems and related businesses (“CPS business”)(6) | July 2, 2021 |  | 398 |  |  | 347 |
Military training business(7) | July 2, 2021 |  | 1,050 |  |  | 1,059 |
|  |  | $ | 1,783 |  |  | $ | 1,727 |
_______________ (1) Net cash proceeds after selling costs and purchase price adjustments. (2) The Narda-MITEQ business manufactured component, Satellite Communication (“SATCOM”) and radio frequency safety products for both military and commercial markets. (3) The ESSCO business manufactured metal space frame ground radomes and composite structures. (4) The Electron Devices and Narda Microwave-West divisions (“Electron Devices business”) manufactured microwave devices for ground-based, airborne and SATCOM and radar. (5) The VSE disposal group provided voice over internet protocol systems for air traffic management communications. (6) The CPS business engineered, designed and manufactured engines, transmissions, suspensions and turret drive systems for tracked and wheeled combat vehicle systems. (7) The military training business provided flight simulation solutions and training services to the DoD and foreign military agencies. In fiscal 2021, we had the following significant income before income taxes attributable to businesses divested in our Consolidated Statement of Operations:
| Fiscal Year Ended
(In millions) | December 31, 2021
Electron Devices business | $ | 44 |
CPS business | 53 |
Military training business | 35 |
In fiscal 2021, we had the following pre-tax gains (losses) associated with businesses divested, which are included in the “Asset group and business divestiture-related (losses) gains, net” line item in our Consolidated Statement of Operations:
| Fiscal Year Ended
(In millions) | December 31, 2021
Narda-MITEQ business | $ | (9) |
ESSCO business | 31 |
Electron Devices business | 31 |
VSE disposal group | (29) |
CPS business(1) | (19) |
Military training business | 217 |
Other(2) | (2) |
Total Business divestiture-related gains (losses), net | $ | 220 |
_______________ (1)During the quarter ended April 2, 2021, upon classifying the CPS business as held for sale, we recorded a non-cash impairment charge of $62 million, which is included in the “Impairment of goodwill and other assets” line item in our Consolidated Statement of Operations for fiscal 2021. See Note 6: Goodwill and Intangible Assets in these Notes for additional information. (2)Reflects adjustments to the gains and losses on completed divestitures not shown within the table.

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