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BUSINESS DIVESTITURES AND ASSET SALES
12 Months Ended
Dec. 30, 2022
Discontinued Operations and Disposal Groups [Abstract]  
BUSINESS DIVESTITURES AND ASSET SALES
NOTE 4: BUSINESS DIVESTITURES AND ASSET SALES
Completed Divestitures and Asset Sales — Fiscal 2022
During fiscal 2022, we completed the divestiture of our Space & Navigation business and asset sale of CyTerra, both from our IMS business segment for combined net cash proceeds of $23 million and recognized a pre-tax gain of $8 million associated with the asset sale included in the “Engineering, selling and administrative expenses” line of our Consolidated Statement of Operations for fiscal 2022.
Completed Divestitures and Asset Sales — Fiscal 2021 and Fiscal 2020
The following table presents information regarding business divestitures completed during fiscal 2021 and fiscal 2020:
(In millions)
Business Segment(1)
Date of DivestitureSale Price
Net Cash Proceeds(2)
Fiscal 2021
Narda-MITEQ business(3)
Other non-reportable businesses(12)
December 6, 2021$75 $76 
ESSCO business(4)
Other non-reportable businesses(12)
November 26, 202155 53 
Electron Devices business(5)
Other non-reportable businesses(12)
October 1, 2021185 173 
VSE disposal group(6)
Other non-reportable businesses(12)
July 30, 202120 19 
CPS business(7)
Other non-reportable businesses(12)
July 2, 2021398 347 
Military training business(8)
Other non-reportable businesses(12)
July 2, 20211,050 1,059 
$1,783 $1,727 
Fiscal 2020
EOTech business(9)
Communication SystemsJuly 31, 2020$42 $40 
Applied Kilovolts business(10)
Space & Airborne SystemsMay 15, 202012 12 
Airport security and automation business(11)
Other non-reportable businesses(12)
May 4, 20201,000 987 
$1,054 $1,039 
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(1) Business segment in which the operating results of each divested business was reported through the date of divestiture.
(2) Net cash proceeds after selling costs and purchase price adjustments.
(3) The Narda-MITEQ business manufactured component, SATCOM and radio frequency safety products for both military and commercial markets.
(4) The ESSCO business manufactured metal space frame ground radomes and composite structures.
(5) The Electron Devices and Narda Microwave-West divisions (“Electron Devices business”) manufactured microwave devices for ground-based, airborne and SATCOM and radar.
(6) The VSE disposal group provided voice over internet protocol systems for air traffic management communications.
(7) The CPS business engineered, designed and manufactured engines, transmissions, suspensions and turret drive systems for tracked and wheeled combat vehicle systems.
(8) The military training business provided flight simulation solutions and training services to the DoD and foreign military agencies.
(9) The EOTech business manufactured holographic sighting systems, magnified field optics and accessories for military, law enforcement and commercial markets around the world.
(10) The Applied Kilovolts and Analytical Instrumentation business (“Applied Kilovolts business”) manufactured high-voltage power supplies and ion detectors for customers in fields such as biotechnology, materials science, healthcare, forensics, environmental sciences and homeland security.
(11) The Security & Detection Systems and MacDonald Humfrey Automation solutions business (“airport security and automation business”) provided solutions used by the aviation and transportation industries, regulatory and customs authorities, government and law enforcement agencies and commercial and other high-security facilities.
(12) Formerly our Aviation Systems segment.
Assets and Liabilities Held for Sale
On December 21, 2022, we entered into a definitive agreement to sell our VIS business for $70 million, subject to customary purchase price adjustments and closing conditions as set forth in the definitive agreement. VIS, which is part of our SAS segment, provides commercial geospatial software, technology and services used to extract and analyze reliable, accurate and actionable information from geospatial to terrestrial imagery. The transaction is expected to close mid-fiscal 2023, subject to regulatory approvals. The carrying amounts of the assets and liabilities of the VIS business classified as held for sale in our Consolidated Balance Sheet as of December 30, 2022 were $47 million and $19 million, respectively. Assets at December 30, 2022 consisted primarily of $30 million and $10 million in goodwill and intangible assets, respectively. See Note 9: Goodwill in these Notes for additional information.
There were no assets or liabilities classified as held for sale at December 31, 2021.
Income Before Income Taxes Attributable to Businesses Divested
There was no significant income before income taxes attributable to our Space & Navigation business divested during fiscal 2022.
In fiscal 2021 and fiscal 2020, 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, 2021January 1, 2021
Electron Devices business
$44 $33 
CPS business
53 62 
Military training business35 84 
Business Divestiture-Related Gains (Losses), net
In fiscal 2022, there were no significant business divestiture-related gains or losses. In fiscal 2021 and fiscal 2020, we had the following pre-tax gains (losses) associated with businesses divested, which are included in the “Business divestiture-related gains (losses), net” line item in our Consolidated Statement of Operations:
Fiscal Year Ended
(In millions)December 31, 2021January 1, 2021
Narda-MITEQ business$(9)$— 
ESSCO business31 — 
Electron Devices business31 — 
VSE disposal group(1)
(29)(18)
CPS business(2)
(19)— 
Military training business217 — 
EOTech— 
Airport security and automation business— (23)
Other(3)
(2)(12)
Total Business divestiture-related gains (losses), net$220 $(51)
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(1)During the quarter ended July 3, 2020, upon classifying the VSE disposal group as held for sale, we recorded a non-cash impairment charge of $14 million, which is included in the “Impairment of goodwill and other assets” line item in our Consolidated Statement of Operations for fiscal 2020. We recognized an $18 million non-cash remeasurement loss related to the VSE disposal group during fiscal 2020.
(2)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 9: Goodwill in these Notes for additional information.
(3)Reflects adjustments to the gains and losses on completed divestitures not shown above, including for fiscal 2020, $12 million for finalization of purchase price adjustments and recognition of a non-cash adjustment related to working capital, which decreased the $229 million gain initially recognized on the sale of the Harris Night Vision business divested on September 13, 2019.
Fair Value of Businesses and Goodwill Allocation
For purposes of allocating goodwill to the disposal groups that represented a portion of a reporting unit, we determine the fair value of each disposal group based on the respective negotiated selling price (or estimated net cash proceeds, in the case of no negotiated selling price), and the fair value of the retained businesses of the respective reporting unit based on a combination of market-based valuation techniques, utilizing quoted market prices, comparable publicly reported transactions and projected discounted cash flows. These fair value determinations are categorized as Level 3 in the fair value hierarchy due to their use of internal projections and unobservable measurement inputs. See Note 1: Significant Accounting Policies in these Notes for additional information regarding the fair value hierarchy and see Note 9: Goodwill in these Notes for additional information regarding the impairment of goodwill related to our business divestitures.