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ACQUISITIONS AND DIVESTITURES (Tables)
12 Months Ended
Jan. 03, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [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 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)
Final as of
December 29, 2023
Receivables
$28
$
$28
Contract assets
18
11
29
Inventories, net
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 current liabilities
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, net 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 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 July 28, 2023
Measurement Period
Adjustments, Net(1)
Final as of
September 27, 2024
Receivables
$156
$
$156
Contract assets
338
(137)
201
Inventories, net
14
14
Other current assets
114
19
133
Income taxes receivable
3
2
5
Property, plant and equipment
574
10
584
Goodwill
2,348
554
2,902
Intangible assets
2,860
2,860
Other non-current assets
609
66
675
Total assets acquired
$7,016
$514
$7,530
Current portion of long-term debt, net
$1
$
$1
Accounts payable
145
145
Contract liabilities
310
152
462
Compensation and benefits
116
1
117
Income taxes payable
6
(3)
3
Other current liabilities
278
390
668
Long-term debt, net
41
41
Deferred income taxes
398
(52)
346
Other long-term liabilities
1,006
26
1,032
Total liabilities assumed
$2,301
$514
$2,815
Fair value of consideration transferred
$4,715
$
$4,715
_______________
(1)Fair value adjustments during the measurement period primarily related to EAC updates for circumstances existing at the acquisition date,
including updates to the forward loss provision and off-market customer contract reserve described below, refinements to the fair value of
fixed assets, as well as corresponding adjustments to the deferred tax liability account which was partially offset by the release of a portion
of the uncertain tax position previously recorded by AJRD.
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:
Backlog
$83
2
Government programs
323
16
Total customer relationships
406
Developed technology
349
17
Total identifiable intangible assets acquired
$755
The fair
value and weighted-average amortization period of identifiable intangible assets acquired as of the acquisition date
are as follows:
Total (in millions)
Useful Lives (in years)
Customer relationships:
Backlog
$355
3
Government programs
2,385
15 - 20
Total customer relationships
2,740
Trade names
120
15
Total identifiable intangible assets acquired
$2,860
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
Schedule of Business Divestitures and Asset Sales The carrying amounts of the assets and liabilities of the CAS disposal group classified as held for sale in our
Consolidated Balance Sheet were as follows:
(In millions)
January 3, 2025
December 29, 2023
Receivables, net
$99
$80
Contract assets
40
43
Inventories, net
153
145
Other current assets
20
33
Property, plant and equipment, net
47
41
Goodwill
533
534
Intangible assets, net
263
263
Other non-current assets
49
40
Valuation allowance
(73)
(73)
Total assets held for sale
$1,131
$1,106
Current portion of long-term debt
$1
$
Accounts payable
85
111
Contract liabilities
47
48
Compensation and benefits
6
11
Other current liabilities
35
38
Long-term debt, net
3
Other long-term liabilities
58
64
Total liabilities held for sale
$235
$272