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ACQUISITIONS, DIVESTITURES AND ASSET SALES (Tables)
9 Months Ended
Sep. 29, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Business Acquisitions 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 adjustments15 
Cash consideration paid1,973 
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 L3Harris257 
Cash consideration paid5,005 
Less cash acquired(290)
Fair value of consideration transferred$4,715 
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
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 September 29, 2023:
January 3, 2023
(In millions)Preliminary
Measurement Period Adjustments, Net1,2
Preliminary
Adjusted
Receivables$28 $— $28 
Contract assets18 11 29 
Inventories164 (10)154 
Other current assets— 
Property, plant and equipment50 — 50 
Operating lease right-of-use assets12 — 12 
Goodwill1,014 103 1,117 
Other intangible assets850 (95)755 
Deferred income taxes33 36 
Other non-current assets(1)
Total assets acquired$2,184 $11 $2,195 
Accounts payable$20 $— $20 
Contract liabilities28 — 28 
Compensation and benefits— 
Other accrued items119 120 
Operating lease liabilities10 — 10 
Other long-term liabilities31 10 41 
Total liabilities assumed$210 $11 $221 
Net assets acquired$1,974 $— $1,974 
_______________
(1)Fair value adjustments 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:
(In millions)July 28, 2023
Receivables$156 
Contract assets338 
Inventories14 
Income taxes receivable
Other current assets114 
Property, plant and equipment574 
Operating lease right-of-use assets51 
Goodwill2,348 
Other intangible assets2,860 
Recoverable environmental remediation costs383 
Other non-current assets175 
Total assets acquired$7,016 
Accounts payable145 
Contract liabilities310 
Compensation and benefits116 
Income taxes payable
Current portion of long-term debt, net
Other accrued items278 
Defined benefit plans223 
Operating lease liabilities40 
Long-term debt, net41 
Deferred income taxes398 
Reserves for environmental remediation costs417 
Other long-term liabilities326 
Total liabilities assumed$2,301 
Fair value of consideration transferred$4,715 
Schedule of Identifiable Intangible Assets Acquired The preliminary fair value of identifiable intangible assets acquired as of the acquisition date is as follows:
TotalUseful Lives
(In millions)(In Years)
Developed technology$349 17
Customer relationships:(1)
Backlog83 2
Government programs323 16
Total customer relationships406 
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 of identifiable intangible assets acquired as of the acquisition date is as follows:
TotalUseful Lives
(In millions)(In Years)
Trade names$120 
10 - 20
Customer relationships:(1)
Backlog360 
3 - 4
Government programs2,380 
15 - 25
Total customer relationships2,740 
Total identifiable intangible assets acquired$2,860 
_______________
(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 Condensed Consolidated Statement of Operations for the quarter ended September 29, 2023 and for the acquisition date through September 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.
Quarter EndedThree Quarters Ended
(In millions)September 29, 2023September 30, 2022September 29, 2023September 30, 2022
Revenue$97 $105 $261 $290 
Income before income taxes38 30 86 55 
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.
Three Quarters Ended
(In millions)September 29, 2023September 30, 2022
Revenue$1,740 $1,589 
Income before income taxes156 180