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ACQUISITIONS, DIVESTITURES AND ASSET SALES (Tables)
 12 Months Ended
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 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 
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 assets18 11 29 
Inventories164 (18)146 
Other current assets9 — 9 
Property, plant and equipment50 (1)49 
Goodwill1,014 129 1,143 
Other intangible assets850 (95)755 
Deferred income taxes33 2 35 
Other non-current assets18 (1)17 
Total assets acquired$2,184 $27 $2,211 
Accounts payable$20 $— $20 
Contract liabilities28 — 28 
Compensation and benefits2 — 2 
Other accrued items119 17 136 
Other long-term liabilities41 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 assets338 (40)298 
Inventories14 — 14 
Other current assets117 29 146 
Property, plant and equipment574 28 602 
Goodwill2,348 17 2,365 
Other intangible assets2,860 (20)2,840 
Other non-current assets609 89 698 
Total assets acquired$7,016 $103 $7,119 
Current portion of long-term debt, net1 — 1 
Accounts payable$145 $— $145 
Contract liabilities310 15 325 
Compensation and benefits116 1 117 
Income taxes payable6 (1)5 
Other accrued items278 22 300 
Long-term debt, net41 — 41 
Deferred income taxes398 120 518 
Other long-term liabilities1,006 (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 assets43 
Inventories145 
Other current assets33 
Property, plant and equipment, net41 
Goodwill534 
Other intangible assets, net263 
Other non-current assets44 
Valuation allowance(77)
Total assets held for sale$1,106 
Accounts payable$111 
Contract liabilities48 
Compensation and benefits11 
Other accrued items38 
Other long-term liabilities64 
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:
TotalUseful Lives
(In millions)(In Years)
Customer relationships:(1)
Backlog$83 2
Government programs323 16
Total customer relationships406 
Developed technology349 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:
TotalUseful Lives
(In millions)(In Years)
Customer relationships:(1)
Backlog$350 
3
Government programs2,370 
15 - 20
Total customer relationships2,720 
Trade names120 
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, 2023December 30, 2022
Revenue$365 $358 
Income before income taxes131 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, 2023December 30, 2022
Revenue$2,337 $2,238 
Income before income taxes266 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 DivestitureSale Price
Net Cash Proceeds(1)
Narda-MITEQ business(2)
December 6, 2021$75 $76 
ESSCO business(3)
November 26, 202155 53 
Electron Devices business(4)
October 1, 2021185 173 
Voice Switch Enterprise disposal group (“VSE disposal group”)(5)
July 30, 202120 19 
Combat Propulsion Systems and related businesses (“CPS business”)(6)
July 2, 2021398 347 
Military training business(7)
July 2, 20211,050 1,059 
$1,783 $1,727 
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(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$44 
CPS business53 
Military training business35 
In fiscal 2021, we had the following pre-tax gains (losses) associated with businesses divested, which are included in the “Asset group and business divestiture-related (losses) gains, net” line item in our Consolidated Statement of Operations:
Fiscal Year Ended
(In millions)December 31, 2021
Narda-MITEQ business$(9)
ESSCO business31 
Electron Devices business31 
VSE disposal group
(29)
CPS business(1)
(19)
Military training business217 
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.