Acquisitions, Divestitures and Discontinued Operations | Acquisitions, Divestitures and Discontinued Operations Business Acquisitions The Company continually evaluates potential acquisitions that either strategically fit within the Company’s existing portfolio or expand the Company’s portfolio into new product lines or adjacent markets. The Company has completed a number of acquisitions that have been accounted for as business combinations and have resulted in the recognition of goodwill in the Company's financial statements. This goodwill includes the know-how of the assembled workforce, the ability of the workforce to further improve technology and product offerings, and the expected cash flows resulting from these efforts. Goodwill may also include expected synergies resulting from the complementary strategic fit these businesses bring to existing operations. The business acquisitions discussed below are included in the Company’s results of operations from their respective dates of acquisition. 2018 Business Acquisitions ASV Global, L.L.C. (ASV Global). On September 20, 2018, the Company acquired ASV Global, L.L.C., renamed L3 ASV, for a purchase price of $94 million , excluding adjustments for approximately $1 million of cash acquired, which was financed with cash on hand. ASV Global is a leading unmanned surface vessel (USV) and autonomous vessel control systems company. The goodwill recognized for this business was $54 million , of which $16 million is expected to be deductible for income tax purposes and was assigned to the C&NS segment. The Company also recognized a preliminary estimate for technology intangible assets of $30 million . The final purchase price is subject to customary adjustments for final working capital. The final purchase price allocation, which is expected to be completed in the second quarter of 2019, will be based on final appraisals and other analysis of fair values of acquired assets and liabilities. The Company does not expect that differences between the preliminary and final purchase price allocation will have a material impact on its results of operations or financial position. C.K. Industrial Engineers Limited. (C.K. Industrial Engineers). On September 18, 2018, the Company acquired C.K. Industrial Engineers Limited, for a purchase price of £18 million (approximately $24 million ), excluding adjustments for £4 million (approximately $5 million ) of cash acquired, which was financed with cash on hand. C.K. Industrial Engineers is a U.K.-based provider of specialized tooling and equipment used primarily in robotic solutions for automotive manufacturing. The goodwill recognized for this business was $13 million , which was assigned to the Electronic Systems segment and is not expected to be deductible for income tax purposes. The final purchase price is subject to customary adjustments for final working capital. The final purchase price allocation, which is expected to be completed in the second quarter of 2019, will be based on final appraisals and other analysis of fair values of acquired assets and liabilities. The Company does not expect that differences between the preliminary and final purchase price allocation will have a material impact on its results of operations or financial position. Azimuth Security and Linchpin Labs . (Azimuth Security and Linchpin Labs). On August 31, 2018, the Company acquired Azimuth Security and Linchpin Labs, renamed L3 Trenchant, for a combined purchase price of AUD $249 million (approximately $185 million ), net of cash acquired of AUD $21 million (approximately $15 million ), which was financed with cash on hand. The purchase price is subject to an upward adjustment for contingent consideration of up to AUD $43 million (approximately $31 million ), payable in a fixed number of shares of L3 common stock not to exceed 161,087 shares, based on L3 Trenchant's post-acquisition sales for each of the 12-month periods ending June 30, 2019, 2020 and 2021. Azimuth Security and Linchpin Labs are two information security businesses that significantly strengthen the Company's existing C 6 ISR (Command, Control, Communications, Computers, Cyber-Defense and Combat Systems, and Intelligence, Surveillance and Reconnaissance) capabilities and create synergies to drive future growth in cyber and international markets. The Company recorded a $6 million increase to equity for the preliminary acquisition date fair value of the contingent consideration. The goodwill recognized for this business was $117 million , of which $20 million is expected to be deductible for income tax purposes and was assigned to the ISRS segment. The Company also recognized a preliminary estimate for intangible assets of $90 million , primarily relating to technology and customer relationships. The technology and customer relationship intangibles are expected to be amortized over 4 years and 20 years, respectively. The final purchase price is subject to customary adjustments for final working capital. The final purchase price allocation, which is expected to be completed in the third quarter of 2019, will be based on final appraisals and other analysis of fair values of acquired assets and liabilities. The Company does not expect that differences between the preliminary and final purchase price allocation will have a material impact on its results of operations or financial position. Applied Defense Solutions, Inc. (Applied Defense Solutions). On June 29, 2018, the Company acquired Applied Defense Solutions, Inc., renamed L3 ADS, Inc., for a purchase price of $53 million , excluding adjustments for approximately $1 million of cash acquired, which was financed with cash on hand. Applied Defense Solutions is a leading aerospace engineering, software development and space situational awareness company. The goodwill recognized for this business was $40 million , which was assigned to the ISRS segment, and is not expected to be deductible for income tax purposes. The final purchase price and purchase price allocation of L3 ADS was finalized as of December 31, 2018, with no significant changes to preliminary amounts. Latitude Engineering, LLC (Latitude Engineering). On June 28, 2018, the Company acquired Latitude Engineering, LLC, renamed L3 Latitude Engineering, Inc., for a purchase price of $15 million , which was financed with cash on hand. The purchase price is subject to additional contingent consideration not to exceed $20 million , $15 million of which is based on Latitude Engineering’s post-acquisition financial performance for the four-year period ending December 31, 2021, and the remaining $5 million is based on certain post-acquisition milestone achievements through December 31, 2020. Latitude Engineering is engaged in the design, manufacturing, integration, servicing, operation and support of hybrid quadrotor unmanned aerial systems. The Company recorded a $6 million liability as of the acquisition date for the fair value of the contingent consideration. The goodwill recognized for this business was $15 million , all of which is expected to be deductible for income tax purposes and was assigned to the Electronic Systems segment. The final purchase price and purchase price allocation of Latitude Engineering was finalized as of December 31, 2018, with no significant changes to preliminary amounts. Net sales and income before income taxes for ASV Global, C.K. Industrial Engineers, Azimuth Security, Linchpin Labs, Applied Defense Solutions and Latitude Engineering, included in L3’s consolidated statement of operations for the year ended December 31, 2018 , are presented in the table below. Year Ended (in millions) Net sales $ 46 Loss before income taxes (1) $ (7 ) __________________ (1) Includes intangible amortization of $7 million and IRAD expense of $1 million . 2017 Business Acquisitions Kigre, Inc. (Kigre) . On December 18, 2017, the Company acquired Kigre, Inc., renamed L3 Kigre, Inc., for a purchase price of $13 million , which was financed with cash on hand. Kigre designs, manufactures, markets and distributes laser glass, filter glass and laser transmitter solutions involving rare earth elements. The goodwill recognized for this business was $9 million , which was assigned to the ISRS segment, and is not expected to be deductible for income tax purposes. The purchase price and purchase price allocation of Kigre was finalized as of June 29, 2018, with no significant changes to preliminary amounts. Escola De Aviacao Aerocondor, S.A. (G-Air) . On October 27, 2017, the Company acquired Escola De Aviacao Aerocondor, S.A., renamed G-Air, Inc., for a purchase price of $13 million , which was financed with cash on hand. G-Air is a European airplane and helicopter training academy located in Cascais, Portugal. The goodwill recognized for this business was $12 million , which was assigned to the Electronic Systems segment, and is not expected to be deductible for income tax purposes. The purchase price and purchase price allocation of G-Air was finalized as of June 29, 2018, with no significant changes to preliminary amounts. Doss Aviation, Inc. (Doss Aviation). On September 12, 2017, the Company acquired Doss Aviation, Inc., which has been renamed L3 Doss Aviation, Inc. Doss Aviation is the sole provider of initial flight training for U.S. Air Force (USAF) pilots and offers curriculum coursework and flight training for both fixed-wing and unmanned aircraft pilots and weapons officers from its full-service, turnkey training facility. Doss Aviation also provides instructor pilots for rotary-wing aircraft for the U.S. Army, as well as global airfield service support activities at U.S. government bases, including aircraft and bulk refueling services and aircraft component repair and modification. The strength of Doss Aviation’s military training, combined with the Company’s existing training solutions, increases the Company’s position to support customers’ growing demand for trained international military and commercial pilots. The acquisition was financed with cash on hand. The goodwill recognized for this business was $37 million , which was assigned to the Electronic Systems segment, of which $13 million is expected to be deductible for income tax purposes. The purchase price and purchase price allocation of Doss Aviation was finalized as of September 28, 2018, with no significant changes to preliminary amounts. Adaptive Methods, Inc. (Adaptive Methods). On September 8, 2017, the Company acquired Adaptive Methods, Inc., renamed L3 Adaptive Methods, Inc., for a purchase price of $33 million , which was financed with cash on hand. Adaptive Methods delivers Undersea Warfare (USW) and Anti-Submarine Warfare capabilities for U.S. military customers and develops autonomy and sensor payload solutions for use by Unmanned Undersea Vehicles (UUVs). The acquisition provides the Company with an innovative UUV autonomy technology that will broaden its capabilities in the dynamic and growing undersea market. The acquisition was financed with cash on hand. The goodwill recognized for this business was $28 million , which was assigned to the C&NS segment, all of which is expected to be deductible for income tax purposes. The purchase price and purchase price allocation of Adaptive Methods was finalized as of June 29, 2018, with no significant changes to preliminary amounts. Open Water Power, Inc. (Open Water Power) . On May 19, 2017, the Company acquired Open Water Power, Inc., which has been renamed L3 Open Water Power, Inc. Open Water Power develops safe and high-energy-density undersea power generation technologies for use by UUVs and other maritime platforms. The acquisition enhances the Company’s growing portfolio of innovative undersea capabilities. The acquisition was financed with cash on hand. The purchase price is subject to additional contingent consideration not to exceed $17 million and is based on Open Water Power’s post-acquisition milestone achievements for the four-year period ending December 31, 2021. The Company recorded a $14 million liability on the acquisition date for the fair value of the contingent consideration. The goodwill recognized for this business was $25 million , which was assigned to the C&NS segment, and is not expected to be deductible for income tax purposes. The Company also recognized indefinite-lived intangible assets of $65 million for IPR&D costs. The purchase price and purchase price allocation of Open Water Power was finalized as of December 31, 2017, with no significant changes to preliminary amounts. OceanServer Technology, Inc. (OceanServer) . On March 17, 2017, the Company acquired OceanServer Technology, Inc., which has been renamed L3 OceanServer, Inc. OceanServer develops and manufactures autonomous, lightweight UUVs. OceanServer provides highly capable UUVs to a wide array of military, commercial and international customers. The acquisition was financed with cash on hand. The goodwill recognized for this business was $19 million , which was assigned to the C&NS segment, all of which is expected to be deductible for income tax purposes. The purchase price and purchase price allocation of OceanServer was finalized as of September 29, 2017, with no significant changes to preliminary amounts. Explosive Trace Detection business of Implant Sciences . On October 10, 2016, the Company entered into an asset purchase agreement (APA) to acquire the explosive trace detection (ETD) business of Implant Sciences Corporation (Implant), at which time Implant entered into Chapter 11 bankruptcy protection of the U.S. Bankruptcy Code. In December 2016, Implant received U.S. Bankruptcy Court approval to consummate the APA. The ETD business bolsters the Company’s leadership in efficient, scalable security solutions and greatly enhances its capabilities in the global aviation security and national security markets. On January 5, 2017, the Company completed the acquisition of the ETD business for a purchase price of $118 million , in addition to the assumption of specified liabilities, which was financed with cash on hand. The goodwill recognized for this business was $80 million , which was assigned to the Electronic Systems segment, all of which is expected to be deductible for income tax purposes. The purchase price and purchase price allocation of the ETD business was finalized as of December 31, 2017, with no significant changes to preliminary amounts. 2016 Business Acquisitions MacDonald Humfrey (Automation) Limited. On November 22, 2016, the Company acquired MacDonald Humfrey (Automation) Limited, which has been renamed L3 MacDonald Humfrey (MacH), for a purchase price of £263 million (approximately $327 million ). The purchase price is subject to additional, contingent consideration not to exceed £30 million (approximately $38 million ) and is based on MacH’s post-acquisition financial performance for the three-year period ending December 31, 2019. The Company recorded a £21 million (approximately $26 million ) liability on the acquisition date for the fair value of the contingent consideration. The acquisition was funded from cash on hand and revolving credit borrowings that were repaid before the end of 2016. The purchase price and purchase price allocation of MacH was finalized as of December 31, 2017, with no significant changes to preliminary amounts. MacH is a globally recognized leader in the deployment of operationally effective and efficient aviation checkpoint security solutions, as well as in the development of state-of-the-art process automation and collaborative robotic capabilities supporting aviation and other adjacent markets. The goodwill recognized for this business was £204 million (approximately $255 million ), which was assigned to the Electronics Systems reportable segment, and is not expected to be deductible for income tax purposes. The Company also recognized identifiable intangible assets of £45 million (approximately $56 million ) in the aggregate, which consisted of £6 million (approximately $8 million ) for trade name, £10 million (approximately $12 million ) for technology and £29 million (approximately $36 million ) for customer relationships. Identifiable intangible assets will be amortized over a weighted average useful life of 10 years. Micreo Limited and Aerosim. On September 30, 2016, the Company acquired Micreo Limited (Micreo) and Flight Training Acquisitions LLC (Aerosim), in separate transactions, for an aggregate purchase price of approximately $86 million , which was financed with cash on hand. The purchase price and purchase price allocation of Micreo and Aersoim was finalized as of September 29, 2017, with no significant changes to preliminary amounts. Micreo specializes in solutions that utilize high-performance microwave, millimeter wave and photonic technology that complements the Company’s wide range of sensor products and is expected to strengthen the development of the Company’s future products in the higher Electronic Warfare (EW) radio frequency (RF) bandwidth. Micreo currently supports a variety of airborne, land and security programs in Australia. Aerosim provides innovative, portable and flexible pilot and maintenance technician training products and provides a flight school for prospective airline pilots. Aerosim’s commercial training capabilities are complementary to those offered by L3 Commercial Training Solutions. The aggregate goodwill recognized for these businesses was $59 million , which was assigned to the Electronic Systems and ISRS reportable segments, of which $6 million is expected to be deductible for income tax purposes. Advanced Technical Materials, Inc. (ATM) Acquisition. On January 22, 2016, the Company acquired the assets of ATM for a purchase price of $27 million , which was financed with cash on hand. The purchase price and purchase price allocation of ATM was finalized as of September 23, 2016, with no significant changes to preliminary amounts. ATM develops and manufactures a broad product line of passive microwave waveguides and specialized coaxial components. The goodwill recognized for this business was $20 million , which was assigned to the C&NS reportable segment, all of which is expected to be deductible for income tax purposes. Unaudited Pro Forma Statements of Operations Data The following unaudited pro forma Statements of Operations data present the combined results of the Company and its business acquisitions completed during the years ended December 31, 2018 and 2017 assuming that the business acquisitions completed during 2018 and 2017 had occurred on January 1, 2017 and January 1, 2016 , respectively. The unaudited pro forma Statements of Operations data below include adjustments for additional amortization expense related to acquired intangible assets and depreciation assuming the 2018 and 2017 acquisitions had occurred on January 1, 2017 and January 1, 2016 , respectively. Year Ended December 31, 2018 2017 (in millions, except per share data) Pro forma net sales $ 10,324 $ 9,741 Pro forma income from continuing operations attributable to L3 $ 805 $ 756 Pro forma net income attributable to L3 $ 1,010 $ 680 Pro forma diluted earnings per share from continuing operations $ 10.11 $ 9.50 Pro forma diluted earnings per share $ 12.69 $ 8.54 The unaudited pro forma results disclosed in the table above are based on various assumptions and are not necessarily indicative of the results of operations that would have occurred had the Company completed these acquisitions on the dates indicated above. Investments in Nonconsolidated Affiliates Peak Nano Optics, LLC (Peak Nano). On February 6, 2018, the Company acquired a 25% interest in Peak Nano Optics, LLC, for a purchase price of $20 million . Peak Nano is a nanotechnology company, which allows for the design and manufacturing of polymer lenses for military, sporting and commercial optics applications using its nanolayer gradient refractive index technology. The Company determined Peak Nano is a VIE as it did not have sufficient equity at risk to finance its activities. The Company, however, is not the primary beneficiary because it does not have the power to direct the activities that are most significant to the economic performance of Peak Nano. Accordingly, Peak Nano is accounted for under the equity method of accounting. As of the acquisition date, the carrying amount of the investment was greater than the Company's equity in the underlying assets of Peak Nano due primarily to the difference in the carrying amount of the indefinite-lived amortizable intangible assets including goodwill and IPR&D. The basis difference attributable to goodwill and IPR&D is $11 million and $13 million , respectively. Business Divestitures 2018 Divestitures As discussed in Note 1 , on June 29, 2018, the Company completed the sale of its Crestview & TCS Businesses. The assets and liabilities of the Crestview & TCS Businesses were classified as held for sale in the Company's audited consolidated balance sheet as of December 31, 2017. The Crestview & TCS Businesses, which were within the Company's ISRS segment, primarily provided aircraft fabrication and assembly of fixed and rotary-wing aero structures as well as avionics hardware and software systems to address mission critical needs. The table below presents Crestview & TCS Businesses’ results of operations, which is included in continuing operations. Year Ended December 31, 2018 2017 2016 (in millions) Net sales $ 64 $ 119 $ 166 Gain on sale of businesses $ 42 $ — $ — Income from continuing operations before income taxes $ 45 $ (2 ) $ 12 Crestview & TCS Businesses . The major classes of assets and liabilities included as held for sale related to the Crestview & TCS Businesses are presented in the table below. December 31, (in millions) Assets Billed receivables $ 14 Contracts in process 33 Total current assets 47 Property, plant and equipment, net 34 Goodwill 52 Identifiable intangible assets 2 Total assets classified as held for sale $ 135 Liabilities Accounts payable, trade $ 3 Accrued employment costs 2 Accrued expenses 3 Other current liabilities 5 Total current liabilities 13 Deferred income taxes 4 Total liabilities classified as held for sale $ 17 Discontinued Operations Vertex Aerospace. As discussed in Note 1 , on June 29, 2018, the Company completed the sale of its Vertex Aerospace businesses for a sales price of $540 million subject to customary closing net working capital adjustments. In connection with the sale, the Company recognized: (1) a pre-tax gain from continuing operations of $42 million ( $19 million after income taxes) related to the Crestview & TCS Businesses and (2) a pre-tax gain from discontinued operations of $234 million ( $177 million after income taxes) related to the Vertex Aerospace business. The divestiture of the Vertex Aerospace business represents a strategic shift by the Company to exit the logistics solution and maintenance services business for military aircraft where the Company does not provide complex ISR systems integration and modification. The Vertex Aerospace business generated sales of $0.6 billion in 2018, $1.4 billion in 2017 and $1.3 billion in 2016. The assets and liabilities and results of operations of the Vertex Aerospace business are reported as discontinued operations for all periods presented. NSS . On February 1, 2016, the Company completed the sale of its NSS segment to CACI International Inc. for a sales price of $547 million . The results of operations of NSS are reported as discontinued operations for all periods presented. The table below presents the statements of operations data for Vertex Aerospace and NSS. The amounts presented in discontinued operations include allocated interest expenses for debt not directly attributable or related to L3’s other operations. Interest expense was allocated in accordance with the accounting standards for discontinued operations and were based on the ratio of their net assets to the sum of: (1) total L3 consolidated net assets and (2) L3 consolidated total debt. Year Ended December 31, 2018 2017 2016 (in millions) Net sales $ 597 $ 1,429 $ 1,402 Operating costs and expenses (1) (561 ) (1,531 ) (1,357 ) Operating income (loss) from discontinued operations 36 (102 ) 45 Interest expense allocated to discontinued operations (1 ) (2 ) (5 ) Gain on sale of businesses 234 — 64 Income (loss) from discontinued operations before income taxes 269 (104 ) 104 Income tax (expense) benefit (64 ) 28 (13 ) Income (loss) from discontinued operations, net of income taxes $ 205 $ (76 ) $ 91 __________________ (1) Due to a decline in estimated fair value, the Company recorded a goodwill impairment charge of $187 million during 2017 related to Vertex Aerospace. The major classes of assets and liabilities included in discontinued operations related to Vertex Aerospace are presented in the table below. These balances were classified as current at December 31, 2017 as the sale was expected to be completed within one year and the proceeds were not expected to be used to pay down long-term debt. As discussed above, since the sale of NSS was completed on February 1, 2016, the balances below exclude NSS. December 31, (in millions) Assets Current assets $ 284 Property, plant and equipment, net 13 Other intangible assets 7 Other assets 2 Total assets of discontinued operations $ 306 Liabilities Accounts payable, trade $ 63 Other current liabilities 131 Current liabilities 194 Long-term liabilities 32 Total liabilities of discontinued operations $ 226 2017 Divestitures During the year ended December 31, 2017, the Company completed the sales of the CTC Aviation Jet Services Limited (Aviation Jet Services) business, the L3 Coleman Aerospace (Coleman) business and the Display Product Line. The table below presents pre-tax (loss) gain recognized, the proceeds received and net sales included in continuing operations from these divestitures. Year Ended December 31, 2017 Pre-Tax Proceeds Net Sales (in millions) Aviation Jet Services divestiture $ (5 ) $ 1 $ 1 Coleman divestiture (3 ) 17 9 Display Product Line divestiture 4 7 — Total $ (4 ) $ 25 $ 10 Aviation Jet Services Divestiture. On March 1, 2017, the Company divested its Aviation Jet Services business for a sales price of £1 million (approximately $1 million ). Aviation Jet Services provided non-core aircraft management and operational services as part of commercial training solutions based in the United Kingdom and was included in the Electronic Systems segment. Coleman Divestiture. On February 24, 2017, the Company divested its Coleman business for a sales price of $15 million . Coleman provided air-launch ballistic missile targets and was included in the Electronic Systems segment. Display Product Line Divestiture. On February 23, 2017, the Company divested its Display Product Line for a sales price of $7 million . The Display Product Line provided cockpits to various military aircraft and was included in the Electronic Systems segment. 2016 Divestitures NSS . On February 1, 2016, the Company completed the sale of its NSS segment to CACI International Inc. for a sales price of $547 million . See Discontinued Operations above for additional information. Net sales and income before income taxes for Aviation Jet Services, Coleman and the Display Product Line, included in L3’s consolidated statements of operations, are presented in the table below on an aggregate basis, and are included in income from continuing operations for all periods presented. Year Ended December 31, 2017 2016 (in millions) Net sales $ 10 $ 59 Income before income taxes $ 2 $ 8 |