10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _______________ to ______________

Commission File Number 1-3863

L3HARRIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	34-0276860
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1025 West NASA Boulevard
Melbourne,	Florida	32919
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (321) 727-9100

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	LHX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.          þ   Yes   o  No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).          þ  Yes   o  No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	þ	Accelerated filer	☐
Non-accelerated filer	¨	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes þ No  

The number of shares outstanding of the registrant’s common stock as of April 21, 2023 was 189,453,379.

L3HARRIS TECHNOLOGIES, INC.

FORM 10-Q

For the Quarter Ended March 31, 2023

TABLE OF CONTENTS

		Page No.
Part I. Financial Information:
	ITEM 1.     Financial Statements (Unaudited):
	Condensed Consolidated Statement of Operations for the Quarters Ended March 31, 2023 and April 1, 2022	2
	Condensed Consolidated Statement of Comprehensive Income for the Quarters Ended March 31, 2023 and April 1, 2022	3
	Condensed Consolidated Balance Sheet at March 31, 2023 and December 30, 2022	4
	Condensed Consolidated Statement of Cash Flows for the Quarters Ended March 31, 2023 and April 1, 2022	5
	Condensed Consolidated Statement of Equity for the Quarters Ended March 31, 2023 and April 1, 2022	6
	Notes to Condensed Consolidated Financial Statements	7
	Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)	20
	ITEM 2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	ITEM 3.     Quantitative and Qualitative Disclosures About Market Risk	31
	ITEM 4.     Controls and Procedures	32
Part II. Other Information:
	ITEM 1.      Legal Proceedings	33
	ITEM 1A.   Risk Factors	33
	ITEM 2.      Unregistered Sales of Equity Securities and Use of Proceeds	33
	ITEM 3.      Defaults Upon Senior Securities	34
	ITEM 4.      Mine Safety Disclosures	34
	ITEM 5.     Other Information	34
	ITEM 6.      Exhibits	34
Signatures		36

This Quarterly Report on Form 10-Q (this “Report”) contains trademarks, service marks and registered marks of L3Harris Technologies, Inc. and its subsidiaries. All other trademarks are the property of their respective owners.

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1

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

	Quarter Ended
(In millions, except per share amounts)	March 31, 2023		April 1, 2022
Revenue from product sales and services	$	4,471	$	4,103
Cost of product sales and services	(3,305)		(2,860)
Engineering, selling and administrative expenses	(773)		(745)
Non-operating income, net	82		106
Interest expense, net	(102)		(68)
Income before income taxes	373		536
Income taxes	(34)		(61)
Net income	339		475
Noncontrolling interests, net of income taxes	(2)		—
Net income attributable to L3Harris Technologies, Inc.	$	337	$	475
Net income per common share attributable to L3Harris Technologies, Inc. common shareholders
Basic	$	1.77	$	2.46
Diluted	$	1.76	$	2.44
Basic weighted average common shares outstanding	190.2		193.2
Diluted weighted average common shares outstanding	191.2		195.1

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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2

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited) 

	Quarter Ended
(In millions)	March 31, 2023		April 1, 2022
Net income	$	339	$	475
Other comprehensive income:
Foreign currency translation gain (loss), net of income taxes	7		(3)
Net unrealized gain on hedging derivatives, net of income taxes	5		5
Other comprehensive income, recognized during the period	12		2
Reclassification adjustments for gains included in net income	(12)		(6)
Other comprehensive loss, net of income taxes:	—		(4)
Total comprehensive income	339		471
Comprehensive income attributable to noncontrolling interests	(2)		—
Total comprehensive income attributable to L3Harris Technologies, Inc.	$	337	$	471

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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3

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

(In millions, except shares)	March 31, 2023		December 30, 2022
Assets
Current Assets
Cash and cash equivalents	$	545	$	880
Receivables, net of allowances for collection losses of $38 and $40, respectively	1,231		1,251
Contract assets	3,274		2,987
Inventories	1,541		1,291
Income taxes receivable	41		40
Other current assets	307		258
Assets of business held for sale	61		47
Total current assets	7,000		6,754
Non-current Assets
Property, plant and equipment, net	2,133		2,104
Operating lease right-of-use assets	756		756
Goodwill	18,291		17,283
Other intangible assets, net	6,688		6,001
Deferred income taxes	74		73
Other non-current assets	565		553
Total assets	$	35,507	$	33,524
Liabilities and Equity
Current Liabilities
Short-term debt	$	2	$	2
Accounts payable	2,054		1,945
Contract liabilities	1,525		1,400
Compensation and benefits	285		398
Other accrued items	946		818
Income taxes payable	508		376
Current portion of long-term debt, net	811		818
Liabilities of business held for sale	20		19
Total current liabilities	6,151		5,776
Non-current Liabilities
Defined benefit plans	208		262
Operating lease liabilities	735		741
Long-term debt, net	8,220		6,225
Deferred income taxes	570		719
Other long-term liabilities	1,215		1,177
Total liabilities	17,099		14,900
Equity
Shareholders’ Equity:
Preferred stock, without par value; 1,000,000 shares authorized; none issued	—		—
Common stock, $1.00 par value; 500,000,000 shares authorized; issued and outstanding 189,360,959 and 190,611,458 shares at March 31, 2023 and December 30, 2022, respectively	189		191
Other capital	15,407		15,677
Retained earnings	2,998		2,943
Accumulated other comprehensive loss	(288)		(288)
Total shareholders’ equity	18,306		18,523
Noncontrolling interests	102		101
Total equity	18,408		18,624
Total liabilities and equity	$	35,507	$	33,524

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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4

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	Quarter Ended
(In millions)	March 31, 2023		April 1, 2022
Operating Activities
Net income	$	339	$	475
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of acquisition-related intangibles	165		152
Depreciation and other amortization	85		80
Share-based compensation	23		28
Share-based matching contributions under defined contribution plans	57		55
Pension and other postretirement benefit plan income	(71)		(99)
Deferred income taxes	(115)		(162)
(Increase) decrease in:
Receivables, net	48		(239)
Contract assets	(269)		(93)
Inventories	(86)		(108)
Other current assets	(40)		(25)
Increase (decrease) in:
Accounts payable	90		(43)
Contract liabilities	97		(16)
Compensation and benefits	(115)		(154)
Other accrued items	63		(12)
Income taxes	130		203
Other operating activities	(51)		(3)
Net cash provided by operating activities	350		39
Investing Activities
Net cash paid for acquired business	(1,973)		—
Additions to property, plant and equipment	(71)		(55)
Cash used for equity investments	(5)		(9)
Other investing activities	1		—
Net cash used in investing activities	(2,048)		(64)
Financing Activities
Proceeds from borrowings, net of issuance cost	2,248		1
Repayments of borrowings	(255)		(5)
Proceeds from exercises of employee stock options	11		30
Repurchases of common stock	(396)		(308)
Cash dividends	(220)		(218)
Tax withholding payments associated with vested share-based awards	(26)		(12)
Other financing activities	(1)		(1)
Net cash provided by (used in) financing activities	1,361		(513)
Effect of exchange rate changes on cash and cash equivalents	2		(1)
Net decrease in cash and cash equivalents	(335)		(539)
Cash and cash equivalents, beginning of period	880		941
Cash and cash equivalents, end of period	$	545	$	402

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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5

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(Unaudited)

(In millions, except per share amounts)	Common Stock		Other Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Non-controlling Interests		Total Equity
Balance at December 30, 2022	$	191	$	15,677	$	2,943	$	(288)	$	101	$	18,624
Net income	—		—		337		—		2		339
Shares issued under stock incentive plans	—		11		—		—		—		11
Shares issued under defined contribution plans	—		57		—		—		—		57
Share-based compensation expense	—		23		—		—		—		23
Tax withholding payments on share-based awards	—		(26)		—		—		—		(26)
Repurchases and retirement of common stock	(2)		(332)		(62)		—		—		(396)
Cash dividends ($1.14 per share)	—		—		(220)		—		—		(220)
Other	—		(3)		—		—		(1)		(4)
Balance at March 31, 2023	$	189	$	15,407	$	2,998	$	(288)	$	102	$	18,408
Balance at December 31, 2021	$	194	$	16,248	$	2,917	$	(146)	$	106	$	19,319
Net income	—		—		475		—		—		475
Other comprehensive loss, net of income taxes	—		—		—		(4)		—		(4)
Shares issued under stock incentive plans	—		30		—		—		—		30
Shares issued under defined contribution plans	—		55		—		—		—		55
Share-based compensation expense	—		28		—		—		—		28
Tax withholding payments on share-based awards	—		(12)		—		—		—		(12)
Repurchases and retirement of common stock	(1)		(260)		(47)		—		—		(308)
Cash dividends ($1.12 per share)	—		—		(218)		—		—		(218)
Distributions to noncontrolling interests	—		—		—		—		(1)		(1)
Other	—		—		1		—		1		2
Balance at April 1, 2022	$	193	$	16,089	$	3,128	$	(150)	$	106	$	19,366

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

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6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE A: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements include the accounts of L3Harris Technologies, Inc. and its consolidated subsidiaries. As used in these Notes to the Condensed Consolidated Financial Statements (these "Notes"), the terms “L3Harris,” “Company,” “we,” “our” and “us” refer to L3Harris Technologies, Inc. and its consolidated subsidiaries. Intracompany transactions and accounts have been eliminated.

The accompanying Condensed Consolidated Financial Statements have been prepared by L3Harris in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all information and footnotes necessary for a complete presentation of financial condition, results of operations, cash flows and equity in conformity with GAAP for annual financial statements and are not necessarily indicative of the results that may be expected for the full fiscal year or any subsequent period.

In the opinion of management, such interim financial statements reflect all adjustments (including normal recurring adjustments) considered necessary for a fair presentation of our financial condition, results of operations, cash flows and equity for the periods presented therein. The balance sheet at December 30, 2022 has been derived from our audited financial statements, but does not include all of the information and footnotes required by GAAP for annual financial statements. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2022 (our "Fiscal 2022 Form 10-K").

Business Realignment. Effective for fiscal 2023, which began December 31, 2022, we adjusted our reporting to better align our businesses and transferred our Agile Development Group (“ADG”) business from our Integrated Mission Systems ("IMS") segment to our Space & Airborne Systems (“SAS”) segment.

The historical results, discussion and presentation of our business segments as set forth in the accompanying Condensed Consolidated Financial Statements and these Notes reflect the impact of these changes for all periods presented in order to present segment information on a comparable basis. There is no impact on our previously reported consolidated statements of operations, balance sheets, statements of cash flows or statements of equity resulting from these changes.

See Note G: Goodwill and Other Intangible Assets and Note O: Business Segment Information in these Notes for further information.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying Condensed Consolidated Financial Statements and these Notes and related disclosures. These estimates and assumptions are based on experience and other information available prior to issuance of the accompanying Condensed Consolidated Financial Statements and these Notes. Materially different results can occur as circumstances change and additional information becomes known.

Reclassifications

The classification of certain prior year amounts have been adjusted in our Condensed Consolidated Financial Statements and these Notes to conform to current year classifications.

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7

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Accounting Standards Updates

In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification ("ASC") 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted the new standard effective December 31, 2022. On January 3, 2023, we completed the acquisition of Viasat, Inc.’s (“Viasat”) Tactical Data Link product line (“TDL”) and applied the provisions of ASU 2021-08 in our purchase accounting for TDL. The adoption of the new standard did not have a material impact on our operating results, financial position, or cash flows. For more information regarding the TDL acquisition see Note B: Acquisitions and Divestitures in these Notes for further information.

NOTE B: ACQUISITIONS AND DIVESTITURES

Acquisition of Viasat, Inc.’s TDL

On January 3, 2023, we completed the acquisition of TDL for a purchase price of $1.958 billion. The acquisition qualified as a business acquisition and enhances our networking capability and provides immediate access to the ubiquitous Link 16 waveform, better positioning us to enable the U.S. Department of Defense (“DoD”) integrated architecture goal in joint all-domain command and control (“JADC2”).

In connection with the acquisition, on November 22, 2022, we established a $2.25 billion, three-year senior unsecured term loan facility by entering into a Loan Agreement (“Term Loan 2025”) with a syndicate of lenders. We used borrowings under Term Loan 2025 to finance the acquisition. See Note H: Debt and Credit Arrangements in these Notes for further information regarding Term Loan 2025.

Net assets and results of operations of TDL are reflected in our financial results commencing on January 3, 2023, the acquisition date, and are reported within our Communication Systems (“CS”) segment.

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 closing 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.

Purchase Price Allocation. We accounted for the acquisition of TDL using the acquisition method of accounting, with assets acquired and liabilities assumed recorded at a preliminary fair value of consideration transferred of $1.974 billion, based on information currently available, with any excess of the purchase price over the fair value of assets acquired and liabilities assumed recorded as goodwill.

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8

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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)	January 3, 2023
Receivables	$	28
Contract assets	18
Inventories	164
Other current assets	9
Property, plant and equipment	50
Operating lease right-of-use assets	12
Goodwill	1,014
Other intangible assets	850
Deferred income tax	33
Other non-current assets	6
Total assets acquired	$	2,184
Accounts payable	$	20
Contract liabilities	28
Compensation and benefits	2
Other accrued items	119
Operating lease liabilities	10
Other long-term liabilities	31
Total liabilities assumed	$	210
Net assets acquired	$	1,974

Our preliminary estimates and assumptions are subject to change as we obtain additional information during the measurement period (up to one year from the acquisition date); therefore, these provisional measurements of the acquired assets and liabilities assumed are subject to change.

All intangible assets acquired in the TDL acquisition are subject to amortization. The preliminary fair value of identifiable intangible assets acquired as of the acquisition date are as following:

	Total		Useful Lives
	(In millions)		(In Years)
Developed technology	$	358	17
Customer relationships:(1)
Backlog	25		2
Government programs	467		15
Total customer relationships	492
Total identifiable intangible assets acquired	$	850

_______________

(1)TDL had backlog and government programs intangible assets that we classified as customer relationships.

We determined the fair value of assets acquired and liabilities assumed by using available market information and various valuation methods that require judgment related to estimations. The use of different estimates could produce different results. The fair value of intangible assets are estimated using the relief from royalty method for the acquired developed technology and the multi-period excess earnings method for the acquired customer relationships. Both of these level 3 fair value methods are income-based valuation approaches, which require judgment to estimate appropriate discount rates, royalty rates related to the developed technology intangible assets, revenue growth attributable to the intangible assets and remaining useful lives. The fair value of inventory was estimated using the replacement cost approach and comparative sales method, which require estimates of replacement cost for raw materials and estimates of expected sales price less costs to complete and dispose of the inventory, plus a profit margin for efforts incurred for the work in progress and finished goods.

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9

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of March 31, 2023, we have recorded a preliminary forward loss provision of $83 million in connection with certain acquired contracts of which $83 million was included in the “Other accrued items” line item in our Condensed Consolidated Balance Sheet. The forward loss provisions will be recognized as a reduction to cost of sales as we incur costs to satisfy the associated performance obligations. There will be no net impact on our Condensed Consolidated Statement of Operations. We recognized $8 million in the quarter ended March 31, 2023 for amortization of the loss provision.

We have identified certain contractual obligations with customers with economic returns that are higher or lower than could be realized in market transactions as of the acquisition date and have recorded liabilities for the preliminary acquisition date fair value of the off-market components. The preliminary acquisition date fair value of the off-market components is a net liability of $57 million, consisting of $31 million and $26 million included in the“Other accrued items” and “Other long-term liabilities” line items in our Condensed Consolidated Balance Sheet, respectively, and exclude any amounts already recognized in forward loss provisions (see discussion in the preceding paragraph). We measured the fair value of these components as the amount by which the terms of the contract with the customer deviates from the terms that a market participant could have achieved at the acquisition date. The off-market components of these contracts will be recognized as an increase to revenue as we incur costs to satisfy the associated performance obligations. We recognized $9 million in the quarter ended March 31, 2023 for amortization of off-market contract liabilities. Future estimated revenue from the amortization of off-market contract liabilities (based on the estimated pattern of cash flows to be incurred to satisfy associated performance obligations) is $22 million in the remainder of 2023, $26 million in 2024, and immaterial amounts thereafter.

Goodwill. The $1.014 billion of goodwill recognized is attributable to the assembled workforce, in addition to synergies to be realized through integration with existing CS businesses and growth opportunities in the space domain. The acquired goodwill is tax deductible. See Note G: Goodwill and Other Intangible Assets in these Notes for further information.

Financial Results. Revenue and income before income taxes of TDL included in our Condensed Consolidated Statement of Operations from the acquisition date through March 31, 2023 are $81 million and $26 million, respectively. In the same period of calendar year 2022, revenue and income before income taxes of Viasat’s TDL were $94 million and $8 million, respectively.

Acquisition-Related Costs. Acquisition-related costs have been expensed as incurred. In connection with the TDL acquisition, we recorded $31 million of transaction and integration costs, which are included in Engineering, selling and administrative expenses in our Condensed Consolidated Statement of Operations for the quarter ended March 31, 2023.

Pending Acquisition of Aerojet Rocketdyne Holdings, Inc. (“AJRD”)

On December 17, 2022, we entered into a definitive agreement to acquire AJRD in an all-cash transaction for a purchase price of approximately $4.7 billion. The transaction is expected to close in fiscal 2023. In connection with the pending acquisition, during the quarter ended March 31, 2023, we entered into a revolving credit facility and a commercial paper program. See Note H: Debt and Credit Arrangements in these Notes and Note 3: Acquisitions in our Fiscal 2022 Form 10-K for further information regarding the pending AJRD acquisition and related funding.

Divestiture of Visual Information Solutions (“VIS”)

On December 21, 2022, we entered into a definitive agreement to sell our VIS business. 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. During the quarter ended March 31, 2023, we assigned an additional $9 million of goodwill to our VIS business. The carrying amounts of the assets and liabilities of our VIS business are classified as held for sale in our Condensed Consolidated Balance Sheet as of March 31, 2023 and December 30, 2022.

On April 6, 2023, subsequent to the quarter ended March 31, 2023, we completed the sale of VIS for $70 million in cash, subject to customary adjustments. See Note Q: Subsequent Events in these Notes for further information.

NOTE C: STOCK OPTIONS AND OTHER SHARE-BASED COMPENSATION

At March 31, 2023, we had stock options or other share-based compensation awards outstanding under several employee stock incentive plans (“L3Harris SIPs”). The compensation cost related to our share-based awards that was charged against income for the quarters ended March 31, 2023 and April 1, 2022 was $23 million and $28 million, respectively.

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10

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Awards granted to participants under L3Harris SIPs and the weighted-average grant-date fair value per share during the quarters ended March 31, 2023 and April 1, 2022 are as follows:

	Quarter Ended March 31, 2023			Quarter Ended April 1, 2022
(In millions, except per share amounts)	Shares	Weighted-Average Grant-Date Fair Value Per Share		Shares	Weighted-Average Grant-Date Fair Value Per Share
Stock options granted(1)	0.4	$	54.81	0.4	$	53.42
Restricted stock and restricted stock units granted(2)	0.1	$	210.84	0.2	$	220.97
Performance share units granted(3)	0.2	$	223.09	0.2	$	258.83

_______________

(1)Other than certain stock options granted in connection with new hires, our stock options generally step-vest in equal amounts over a three-year period.

(2)Other than certain restricted stock units granted in connection with new hires, our restricted stock and restricted stock units generally vest on a three-year cliff.

(3)Our performance share units are subject to performance criteria and generally vest after the three-year performance period.

See Note 15: Stock Options and Other Share-Based Compensation in our Fiscal 2022 Form 10-K for additional information regarding the L3Harris SIPs.

NOTE D: ACCUMULATED OTHER COMPREHENSIVE LOSS (“AOCI”)

The components of AOCI are summarized below:

(In millions)	Foreign currency translation		Net unrealized losses on hedging derivatives		Unrecognized postretirement obligations		Total AOCI
Balance at December 30, 2022	$	(237)	$	(79)	$	28	$	(288)
Other comprehensive income before reclassifications to earnings, net of income taxes	7		5		—		12
Gains reclassified to earnings, net of income taxes(1)	—		(1)		(11)		(12)
Other comprehensive income (loss), net of income taxes	7		4		(11)		—
Balance at March 31, 2023	$	(230)	$	(75)	$	17	$	(288)
Balance at December 31, 2021	$	(118)	$	(89)	$	61	$	(146)
Other comprehensive (loss) income before reclassifications to earnings, net of income taxes	(3)		5		—		2
Gains reclassified to earnings, net of income taxes(1)	—		(1)		(5)		(6)
Other comprehensive (loss) income, net of income taxes	(3)		4		(5)		(4)
Balance at April 1, 2022	$	(121)	$	(85)	$	56	$	(150)

_______________

(1)Gains reclassified to earnings are included in the “Revenue from product sales and services,” “Interest expense, net” and “Non-operating income, net” line items in our Condensed Consolidated Statement of Operations.

NOTE E: CONTRACT ASSETS AND CONTRACT LIABILITIES

Contract assets include unbilled amounts typically resulting from revenue recognized exceeding amounts billed to customers for contracts utilizing the percentage of completion (“POC”) cost-to-cost revenue recognition method. We bill customers as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries and, in certain arrangements, the customer may withhold payment of a small portion of the contract price until contract completion. Contract liabilities include advance payments and billings in excess of revenue recognized, including deferred revenue associated with extended product warranties. Contract assets and liabilities are reported on a contract-by-contract basis at the end of each reporting period.

Contract assets and contract liabilities are summarized below:

(In millions)	March 31, 2023		December 30, 2022
Contract assets	$	3,274	$	2,987
Contract liabilities, current	(1,525)		(1,400)
Contract liabilities, non-current(1)	(115)		(117)
Net contract assets	$	1,634	$	1,470

_______________

(1)The non-current portion of contract liabilities is included as a component of the “Other long-term liabilities” line item in our Condensed Consolidated Balance Sheet.

The components of contract assets are summarized below:

(In millions)	March 31, 2023		December 30, 2022
Unbilled contract receivables, gross	$	5,066	$	4,629
Unliquidated progress payments and advances	(1,792)		(1,642)
Contract assets	$	3,274	$	2,987

Contract assets and liabilities as of March 31, 2023 and December 30, 2022 were impacted primarily by the timing of contractual billing milestones. During the quarters ended March 31, 2023 and April 1, 2022, we recognized $603 million and $517 million, respectively, of revenue related to contract liabilities that were outstanding at the end of the respective prior fiscal year.

NOTE F: INVENTORIES

Inventories are summarized below:

(In millions)	March 31, 2023		December 30, 2022
Finished products(1)	$	315	$	181
Work in process	463		396
Materials and supplies	763		714
Inventories(1)	$	1,541	$	1,291

_______________

(1)Includes approximately $132 million of TDL inventory of which $111 million is included in finished goods at March 31, 2023.

NOTE G: GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The assignment of goodwill and changes in the carrying amount of goodwill, by business segment, were as follows:

(In millions)	IMS		SAS		CS		Total
Balance at December 30, 2022	$	7,709	$	5,778	$	3,796	$	17,283
Reallocation of goodwill in business realignment	(327)		327		—		—
Goodwill from TDL acquisition	—		—		1,014		1,014
Assets of business held for sale(1)	—		(9)		—		(9)
Currency translation adjustments	—		3		—		3
Balance at March 31, 2023	$	7,382	$	6,099	$	4,810	$	18,291

_______________

(1)During the quarter ended March 31, 2023, we assigned an additional $9 million of goodwill to our VIS business which is included in “Assets of business held for sale” in our Condensed Consolidated Balance Sheet at March 31, 2023.

_____________________________________________________________________

11

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Reallocation of Goodwill in Business Realignment. Effective December 31, 2022, we adjusted our reporting to better align our businesses and transferred our ADG business (a reporting unit) from our IMS segment to our SAS segment (also a reporting unit). In connection with the realignment, we reduced our reporting units from nine to eight as the ADG reporting unit and all $327 million of associated goodwill was absorbed by our existing SAS reporting unit given the economic similarities of the two reporting units. Immediately before the realignment, we performed a qualitative impairment assessment over our SAS reporting unit, and a quantitative impairment assessment over our ADG reporting unit. Immediately after the realignment, we performed a quantitative impairment assessment over the SAS reporting unit. We prepared estimates of the fair value of our pre-realignment ADG reporting unit and post-realignment SAS reporting unit based on a combination of market-based valuation techniques, utilizing quoted market prices, comparable publicly reported transactions, and an income-based valuation technique using projected discounted cash flows. These assessments indicated no impairment existed either before or after the realignment.

Goodwill from TDL Acquisition. In connection with the January 3, 2023 acquisition of TDL, we recorded $1.014 billion of goodwill in our Broadband reporting unit within our CS segment. See Note B: Acquisitions and Divestitures in these Notes for further information.

Intangible Assets

Identifiable intangible assets, net are summarized below:

	March 31, 2023						December 30, 2022
(In millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount(1)
Customer relationships(2)	$	6,616	$	2,328	$	4,288	$	6,124	$	2,189	$	3,935
Developed technologies(3)	924		388		536		566		366		200
Contract backlog	1		1		—		1		1		—
Trade names — divisions	95		55		40		95		53		42
Other	2		2		—		2		2		—
Total finite-lived identifiable intangible assets	7,638		2,774		4,864		6,788		2,611		4,177
In-process research and development	21		—		21		21		—		21
Trade names — corporate	1,803		—		1,803		1,803		—		1,803
Total identifiable intangible assets, net	$	9,462	$	2,774	$	6,688	$	8,612	$	2,611	$	6,001

_______________

(1)During fiscal 2022, we assigned $10 million of intangible assets associated with the pending VIS business divestiture to “Assets of business held for sale” in our Condensed Consolidated Balance Sheet.

(2)Includes $492 million of customer relationship intangible assets acquired from the TDL acquisition and $11 million of accumulated amortization recognized during the quarter ended March 31, 2023. See Note B: Acquisitions and Divestitures in these Notes for additional information.

(3)Includes $358 million of developed technology intangible assets acquired in the TDL acquisition and $5 million of accumulated amortization recognized during the quarter ended March 31, 2023. See Note B: Acquisitions and Divestitures in these Notes for additional information.

The most significant identifiable intangible asset that is separately recognized for our business combinations is customer relationships. For further description of our accounting policies related to intangible assets acquired in the TDL acquisition, see Note B: Acquisitions and Divestitures in these Notes, and for our accounting policies related to all other intangible assets, see Note 10: Intangible Assets, Net in our Fiscal 2022 Form 10-K.

For the quarters ended March 31, 2023 and April 1, 2022, amortization expense for identifiable finite-lived intangible assets was $165 million and $152 million, respectively, and primarily related to assets acquired in connection with business combinations.

_____________________________________________________________________

12

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Future estimated amortization expense for identifiable intangible assets is as follows:

	(In millions)
Remainder of 2023	$	652
2024	608
2025	552
2026	493
2027	459
Thereafter	2,100
Total	$	4,864

NOTE H: DEBT AND CREDIT ARRANGEMENTS

Long-Term Debt

Long-term debt, net is summarized below:

(In millions)	March 31, 2023		December 30, 2022
Variable-rate debt:
Floating rate notes, due March 10, 2023 ("Floating 2023 Notes")	$	—	$	250
Term loan, due November 21, 2025	2,250		—
Fixed-rate debt:
3.85% notes, due June 15, 2023 ("3.85% 2023 Notes")	800		800
3.95% notes, due May 28, 2024	350		350
3.832% notes, due April 27, 2025	600		600
7.00% debentures, due January 15, 2026	100		100
3.85% notes, due December 15, 2026	550		550
6.35% debentures, due February 1, 2028	26		26
4.40% notes, due June 15, 2028	1,850		1,850
2.90% notes, due December 15, 2029	400		400
1.80% 2031 Notes, due January 15, 2031	650		650
4.854% notes, due April 27, 2035	400		400
6.15% notes, due December 15, 2040	300		300
5.054% notes, due April 27, 2045	500		500
Total variable and fixed-rate debt	8,776		6,776
Financing lease obligations and other debt	218		222
Total debt	8,994		6,998
Plus: unamortized bond premium	64		70
Less: unamortized discounts and issuance costs	(27)		(25)
Total debt, net	9,031		7,043
Less: current portion of long-term debt, net	(811)		(818)
Total long-term debt, net	$	8,220	$	6,225

Long-Term Debt Issued

On November 22, 2022, we established a $2.25 billion, three-year senior unsecured term loan facility by entering into Term Loan 2025 with a syndicate of lenders that matures on November 21, 2025.

On January 3, 2023, we drew $2.0 billion on Term Loan 2025 and utilized the proceeds to fund the cash consideration paid and a portion of the associated transaction and integration costs related to the TDL acquisition. See Note B: Acquisitions and Divestitures in these Notes for further information on the TDL acquisition.

_____________________________________________________________________

13

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On March 14, 2023, we drew an additional $250 million on Term Loan 2025 and utilized the proceeds to repay our Floating 2023 Notes. At March 31, 2023, we had $2.25 billion outstanding under Term Loan 2025. There were no borrowings outstanding under Term Loan 2025 at December 30, 2022.

Borrowings under Term Loan 2025 bear interest at: (i) the sum of the term secured overnight financing rate (“SOFR”) for any tenor comparable to the applicable interest period, plus 0.10%, plus an applicable margin between 1.125% and 1.875% that varies based on ratings of our senior unsecured long-term debt securities (“Senior Debt Ratings”). At March 31, 2023, the interest rate on Term Loan 2025 was 6.2% (6.1% net of the impact of our interest rate cap derivative). See Note 19: Derivative Instruments and Hedging Activities in our Fiscal 2022 Form 10-K for further information on our interest rate cap derivative.

There were no issuances of long-term debt during the quarter ended April 1, 2022.

Long-Term Debt Repayments

On March 14, 2023, we repaid the entire outstanding $250 million aggregate principal amount of our Floating 2023 Notes through a $250 million draw on Term Loan 2025 as described above under “Long-Term Debt Issued.” The Floating 2023 Notes were classified as “Long-term debt, net” in our Condensed Consolidated Balance Sheet as of December 30, 2022.

There were no repayments of long-term debt during the quarter ended April 1, 2022.

2023 Credit Agreement

On March 10, 2023, we established a $2.4 billion, 364-day senior unsecured revolving credit facility ("2023 Credit Facility") by entering into a 364-Day Credit Agreement (“2023 Credit Agreement”) with a syndicate of lenders.

Proceeds of the initial funding of loans under the 2023 Credit Agreement are required to be used to finance a portion of the purchase price for the acquisition of AJRD and for the fees, taxes, costs and related expenses related to it, and thereafter may be used for working capital purposes.

At our election, borrowings under the 2023 Credit Agreement, which will be designated in U.S. Dollars, will bear interest at the sum of the term SOFR rate or the Base Rate (as defined in the 2023 Credit Agreement), plus an applicable margin. In addition to interest payable on the principal amount of indebtedness outstanding, beginning on June 6, 2023 (or earlier upon an initial funding), we will be required to pay a quarterly unused commitment fee that varies based on our Senior Debt Ratings.

The 2023 Credit Agreement also contains representations, warranties, covenants and events of default that are substantially similar to the existing Revolving Credit Agreement, dated as of July 29, 2022 (“2022 Credit Agreement”). The 2023 Credit Agreement generally matures on the earlier of 364 days from the initial funding and December 8, 2023, provided that we may extend the maturity of any loans outstanding under the 2023 Credit Agreement by one year, subject to the satisfaction of certain conditions. At March 31, 2023, we had no outstanding borrowings and were in compliance with all covenants under our 2023 Credit Agreement. For additional information regarding our 2023 Credit Agreement, see our Current Report on Form 8-K filed on March 16, 2023.

2022 Credit Agreement

On July 29, 2022, we established a $2 billion, five-year senior unsecured revolving credit facility (“2022 Credit Facility”) under the 2022 Credit Agreement, with a syndicate of lenders. At March 31, 2023, we had no outstanding borrowings and were in compliance with all covenants under our 2022 Credit Agreement.

For a description of the 2022 Credit Agreement and related covenants, see Note 12: Credit Arrangements in our Fiscal 2022 Form 10-K.

Commercial Paper Program

On March 14, 2023, we established a new commercial paper program ("CP Program"). Under the CP Program, we may issue unsecured commercial paper notes up to a maximum aggregate amount of $3.4 billion, supported by amounts available under the 2022 Credit Agreement and the 2023 Credit Agreement.

The commercial paper notes will be sold at par less a discount representing an interest factor or, if interest bearing, at par. The maturities of the commercial paper notes will vary, but may not exceed 397 days from the date of issue. The commercial paper notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness. For additional information regarding our CP Program, see our Current Report on Form 8-K filed on March 16, 2023.

_____________________________________________________________________

14

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

At March 31, 2023, we had no outstanding notes under our CP Program.

NOTE I: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The following tables provide the components of our net periodic benefit income for our defined benefit plans, including defined benefit pension plans and other postretirement defined benefit plans:

	Quarter Ended March 31, 2023				Quarter Ended April 1, 2022
(In millions)	Pension		Other Benefits		Pension		Other Benefits
Net periodic benefit income
Operating
Service cost	$	6	$	—	$	10	$	1
Non-operating
Interest cost	92		3		55		2
Expected return on plan assets	(153)		(5)		(156)		(5)
Amortization of net actuarial (gain) loss	(2)		(5)		2		(2)
Amortization of prior service credit	(7)		—		(6)		—
Non-service cost periodic benefit income	(70)		(7)		(105)		(5)
Net periodic benefit income	$	(64)	$	(7)	$	(95)	$	(4)

The service cost component of net periodic benefit income is included in the “Cost of product sales and services” and “Engineering, selling and administrative expenses” line items in our Condensed Consolidated Statement of Operations. The non-service cost components of net periodic benefit income are included in the “Non-operating income, net” line item in our Condensed Consolidated Statement of Operations.

NOTE J: EARNINGS PER SHARE

Income per common share attributable to L3Harris common shareholders (“EPS”) is computed by dividing earnings to L3Harris common shareholders less earnings allocated to participating securities, if applicable, by the weighted-average number of common shares outstanding for the period. Income per diluted common share attributable to L3Harris common shareholders ("diluted EPS") incorporates potential dilutive common shares, primarily consisting of employee stock options and restricted and performance share unit awards, into the weighted-average number of common shares outstanding.

The weighted average number of common shares outstanding used to compute basic and diluted EPS are as follows:

	Quarter Ended
(In millions)	March 31, 2023	April 1, 2022
Basic weighted average common shares outstanding	190.2	193.2
Impact of dilutive share-based awards	1.0	1.9
Diluted weighted average common shares outstanding	191.2	195.1

Diluted EPS excludes the antidilutive impact of 1.2 million and 0.2 million weighted average share-based awards outstanding for the quarters ended March 31, 2023 and April 1, 2022, respectively.

NOTE K: INCOME TAXES

Our effective tax rate was 9.1% for the quarter ended March 31, 2023 compared with 11.3% for the quarter ended April 1, 2022. For the quarter ended March 31, 2023, our effective tax rate benefited from the favorable impacts of research and development (“R&D”) credits, foreign-derived intangible income (“FDII”) deductions and the resolution of specific audit uncertainties. For the quarter ended April 1, 2022, our effective tax rate benefited from the favorable impact of R&D credits, the reduction in deferred tax liabilities on the outside basis of certain foreign subsidiaries due to an internal restructuring, incremental FDII benefit resulting from the requirement to capitalize and amortize R&D expenses beginning in fiscal 2022, the resolution of specific audit uncertainties, and excess tax benefits related to equity-based compensation.

_____________________________________________________________________

15

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE L: FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal market (or most advantageous market, in the absence of a principal market) for the asset or liability in an orderly transaction between market participants at the measurement date. Entities are required to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value and to utilize a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:

•Level 1 — Quoted prices in active markets for identical assets or liabilities.

•Level 2 — Observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means.

•Level 3 — Unobservable inputs that are supported by little or no market activity, are significant to the fair value of the assets or liabilities and reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed using the best information available in the circumstances.

In certain instances, fair value is estimated using quoted market prices obtained from external pricing services. In obtaining such data from the external pricing services, we have evaluated the methodologies used to develop the estimate of fair value in order to assess whether such valuations are representative of fair value, including net asset value (“NAV”). Additionally, in certain circumstances, the NAV reported by an asset manager may be adjusted when sufficient evidence indicates NAV is not representative of fair value.

The following table presents assets and liabilities measured at fair value on a recurring basis (at least annually) at March 31, 2023 and December 30, 2022:

	March 31, 2023				December 30, 2022
(In millions)	Total		Level 1		Total		Level 1
Assets
Deferred compensation plan assets:(1)
Equity and fixed income securities	$	67	$	67	$	64	$	64
Investments measured at NAV:
Corporate-owned life insurance	34				33
Total fair value of deferred compensation plan assets	$	101			$	97
Liabilities
Deferred compensation plan liabilities:(2)
Equity securities and mutual funds	$	7	$	7	$	8	$	8
Investments measured at NAV:
Common/collective trusts and guaranteed investment contracts	193				192
Total fair value of deferred compensation plan liabilities	$	200			$	200

_______________

(1)Represents diversified assets held in a “rabbi trust” associated with our non-qualified deferred compensation plans, which we include in the “Other current assets” and “Other non-current assets” line items in our Condensed Consolidated Balance Sheet, and which are measured at fair value.

(2)Primarily represents obligations to pay benefits under certain non-qualified deferred compensation plans, which we include in the “Compensation and benefits” and “Other long-term liabilities” line items in our Condensed Consolidated Balance Sheet. Under these plans, participants designate investment options (including stock and fixed-income funds), which serve as the basis for measurement of the notional value of their accounts.

_____________________________________________________________________

16

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the carrying amounts and estimated fair values of long-term debt that is not carried at fair value in our Condensed Consolidated Balance Sheet:

	March 31, 2023				December 30, 2022
(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
All other long-term debt, net (including current portion)(1)	$	6,781	$	6,489	$	7,043	$	6,569
Term Loan 2025(2)	2,250		2,250		—		—
Total debt, net	$	9,031	$	8,739	$	7,043	$	6,569

_______________

(1)The fair value was estimated using a market approach based on quoted market prices for our debt traded in the secondary market. If measured at fair value, it would be categorized in Level 2 of the fair value hierarchy.

(2)The carrying value of Term Loan 2025 approximates fair value due to its variable interest rate.

See Note G: Goodwill and Other Intangible Assets and Note B: Acquisitions and Divestitures in these Notes and Note 4: Business Divestitures and Asset Sales in our Fiscal 2022 Form 10-K for additional information regarding fair value measurements associated with goodwill.

NOTE M: CHANGES IN ESTIMATES

Many of our contracts utilize the POC cost-to-cost method of revenue recognition. A single estimated profit margin is used to recognize profit for each performance obligation over its period of performance. At the outset of each contract, we gauge its complexity and perceived risks and establish an estimated total cost at completion. Due to the long-term nature of many of these contracts, developing these estimates often requires judgment. After establishing the estimated total cost at completion, we follow a standard Estimate at Completion (“EAC”) process in which we review the progress and performance on our ongoing contracts at least quarterly and, in many cases, more frequently. As the contracts progress, we may successfully retire risks or complexities and may add additional risks, and we adjust our estimated total cost at completion. For additional discussion of our revenue recognition policies and our EAC process, see “Critical Accounting Estimates” in Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Fiscal 2022 Form 10K.

Net EAC adjustments had the following impact to earnings for the periods presented:

	Quarter Ended
(In millions, except per share amounts)	March 31, 2023		April 1, 2022
Net EAC adjustments, before income taxes(1)	$	(56)	$	46
Net EAC adjustments, net of income taxes	(42)		35
Net EAC adjustments, net of income taxes, per diluted share	(0.22)		0.18

_______________

(1)Excludes charges related to an impairment of a customer contract of $18 million which is included in the “Revenue from product sales and services” and “Cost of product sales and services” line items in our Condensed Consolidated Statement of Operations for the quarter ended March 31, 2023.

Revenue recognized from performance obligations satisfied in prior periods was $36 million and $58 million for the quarters ended March 31, 2023 and April 1, 2022, respectively.

NOTE N: BACKLOG

Backlog, which is the equivalent of our remaining performance obligations, represents the future revenue we expect to recognize as we perform on our current contracts. Backlog comprises both funded backlog (i.e., firm orders for which funding is authorized and appropriated) and unfunded backlog. Backlog excludes unexercised contract options and potential orders under ordering-type contracts, such as indefinite delivery, indefinite quantity contracts.

At March 31, 2023, our ending backlog was $24.5 billion. We expect to recognize approximately 45% of the revenue associated with this backlog by the end of 2023 and approximately 70% by the end of 2024, with the remainder to be recognized thereafter. At December 30, 2022, our ending backlog was $22.3 billion.

_____________________________________________________________________

17

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE O: BUSINESS SEGMENT INFORMATION

We structure our operations primarily around the products, systems and services we sell and the markets we serve and report our financial results in the following three reportable segments:

•IMS: including multi-mission intelligence, surveillance and reconnaissance (“ISR”) systems; integrated electrical and electronic systems for maritime platforms; advanced electro-optical and infrared solutions; fuzing and ordnance systems; commercial aviation products; and commercial pilot training operations;

•SAS: including space payloads, sensors and full-mission solutions; classified intelligence and cyber; avionics; electronic warfare; and mission networks for air traffic management operations; and

•CS: including tactical communications with global communications solutions; broadband communications; tactical data links; integrated vision solutions; public safety radios, and system applications and equipment.

Business Realignment. Effective December 31, 2022, we adjusted our reporting to better align our businesses and transferred our ADG business from our IMS segment to our SAS segment.

Acquisition of Viasat, Inc.’s TDL. On January 3, 2023, we completed the acquisition of TDL, which is reported within our CS segment. See Note B: Acquisitions and Divestitures in these Notes for additional information regarding our acquisition of TDL.

Business Segment Financial Information

Segment revenue, segment operating income and a reconciliation of segment operating income to total income before income taxes are as follows:

	Quarter Ended
(In millions)	March 31, 2023		April 1, 2022
Revenue from Product Sales and Services
IMS	$	1,700	$	1,659
SAS	1,655		1,517
CS	1,163		963
Corporate eliminations	(47)		(36)
Total revenue from product sales and services	$	4,471	$	4,103
Income before Income Taxes
Segment Operating Income:
IMS	$	185	$	251
SAS	187		177
CS	266		229
Total segment operating income	638		657
Unallocated Items:
Unallocated corporate department expense, net(1)	(6)		(4)
Amortization of acquisition-related intangibles(2)	(165)		(152)
Acquisition-related transaction and integration expenses	(40)		—
L3Harris merger-related integration expenses	—		(24)
Impairment of other assets	(18)		—
Additional cost of sales related to the fair value step-up in inventory sold	(15)		—
Enterprise transformation program	(13)		—
Pre-acquisition and other divestiture-related expenses	(10)		(1)
FAS/CAS operating adjustment(3)	22		22
Total unallocated items	(245)		(159)
Non-operating income, net	82		106
Interest expense, net	(102)		(68)
Income before income taxes	$	373	$	536

_______________

(1)Includes certain corporate-level expenses that are not included in management’s evaluation of segment operating performance.

(2)Includes amortization of identifiable intangible assets acquired in connection with business combinations. Because our acquisitions benefited the entire Company, the amortization of identifiable intangible assets acquired was not allocated to any segment.

(3)Represents the difference between the service cost component of Financial Accounting Standards ("FAS") pension and other postretirement benefits (“OPEB”) cost and total U.S. Government Cost Accounting Standards (“CAS”) pension and OPEB cost and replaces the “Pension adjustment” line item previously presented, which included the non-service components of FAS pension and OPEB income. See Net FAS/CAS operating adjustment table below.

FAS/CAS Pension Operating Adjustment

In accordance with CAS, we allocate a portion of pension and OPEB plan costs to our U.S. Government contracts. However, our Condensed Consolidated Financial Statements require pension and OPEB plan income or expense be calculated in accordance with FAS requirements under GAAP. The “FAS/CAS operating adjustment” line item in the table below represents the difference between the service cost component of FAS pension and OPEB cost and total CAS pension and OPEB cost. The non-service cost components of FAS pension and OPEB income or expense are included as component of the “Non-operating income, net” line item in our Condensed Consolidated Statement of Operations. See Note I: Pension and Other Postretirement Benefit Plans in these Notes for more information on the composition of non-service cost components of FAS pension and OPEB income and expense.

The table below is a reconciliation of the FAS/CAS operating adjustment:

	Quarter Ended
(In millions)	March 31, 2023		April 1, 2022
FAS pension service cost	$	(6)	$	(11)
Less: CAS pension cost	(28)		(33)
FAS/CAS operating adjustment	22		22
Non-service FAS pension income	77		110
FAS/CAS pension adjustment, net	$	99	$	132

Disaggregation of Revenue

We disaggregate revenue for all three business segments by customer relationship, contract type and geographical region. We believe these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

	Quarter Ended
	March 31, 2023						April 1, 2022
(In millions)	IMS		SAS		CS		IMS		SAS		CS
Revenue By Customer Relationship
Prime contractor	$	1,154	$	1,010	$	807	$	1,086	$	977	$	656
Subcontractor	525		632		343		557		530		296
Intersegment	21		13		13		16		10		11
Total revenue	$	1,700	$	1,655	$	1,163	$	1,659	$	1,517	$	963
Revenue By Contract Type
Fixed-price(1)	$	1,286	$	1,022	$	978	$	1,261	$	880	$	797
Cost-reimbursable	393		620		172		382		627		155
Intersegment	21		13		13		16		10		11
Total revenue	$	1,700	$	1,655	$	1,163	$	1,659	$	1,517	$	963
Revenue By Geographical Region
United States	$	1,257	$	1,454	$	791	$	1,182	$	1,342	$	625
International	422		188		359		461		165		327
Intersegment	21		13		13		16		10		11
Total revenue	$	1,700	$	1,655	$	1,163	$	1,659	$	1,517	$	963

_______________

(1)Includes revenue derived from time-and-materials contracts.

Assets by Business Segment

Total assets by business segment are as follows:

(In millions)	March 31, 2023		December 30, 2022
Total Assets
IMS	$	10,914	$	11,283
SAS	9,169		8,475
CS	7,119		5,800
Corporate(1)	8,305		7,966
Total Assets	$	35,507	$	33,524

_______________

(1)Identifiable intangible assets acquired in connection with business combinations were recorded as corporate assets because they benefited the entire Company. Identifiable intangible asset balances recorded as corporate assets were $6.7 billion and $6.0 billion at March 31, 2023 and December 30, 2022, respectively. Corporate assets also consisted of cash, income taxes receivable, deferred income taxes, deferred compensation plan investments, buildings and equipment, as well as any assets of business held for sale.

NOTE P: LEGAL PROCEEDINGS AND CONTINGENCIES

From time to time, as a normal incident of the nature and kind of businesses in which we are or were engaged, various claims or charges are asserted and litigation or arbitration is commenced by or against us arising from or related to matters, including but not limited to: product liability; personal injury; patents, trademarks, trade secrets or other intellectual property; labor and employee disputes; commercial or contractual disputes; strategic acquisitions or divestitures; the prior sale or use of former products allegedly containing asbestos or other restricted materials; breach of warranty; or environmental matters. Claimed amounts against us may be substantial, but may not bear any reasonable relationship to the merits of the claim or the extent of any real risk of court or arbitral awards. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. Gain contingencies, if any, are recognized when they are realized and legal costs generally are expensed when incurred. At March 31, 2023, our accrual for the potential resolution of lawsuits, claims, or proceedings that we consider probable of being decided unfavorably to us was not material. Although it is not feasible to predict the outcome of these matters with certainty, it is reasonably possible that some lawsuits, claims or proceedings may be disposed of or decided unfavorably to us and in excess of the amounts currently accrued. Based on available information, in the opinion of management, settlements, arbitration awards and final judgments, if any, that are considered probable of being rendered against us in litigation or arbitration in existence at March 31, 2023 are reserved against or would not have a material adverse effect on our financial condition, results of operations, cash flows or equity.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Environmental Matters

We are subject to numerous U.S. Federal, state, local and international environmental laws and regulatory requirements and are involved from time to time in investigations or litigation of various potential environmental issues. We or companies we have acquired are responsible, or alleged to be responsible, for environmental investigation and/or remediation of multiple sites. These sites are in various stages of investigation and/or remediation and in some cases our liability is considered de minimis. Notices from the U.S. Environmental Protection Agency (“EPA”) or equivalent state or international environmental agencies allege that several sites formerly or currently owned and/or operated by us or companies we have acquired, and other properties or water supplies that may be or have been impacted from those operations, contain disposed or recycled materials or wastes and require environmental investigation and/or remediation. These sites include instances of being identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as the “Superfund Act”) and/or equivalent state and international laws. For example, in June 2014, the U.S. Department of Justice, Environment and Natural Resources Division, notified several potentially responsible parties, including Exelis, Inc. (“Exelis”), which we acquired in 2015, of potential responsibility for contribution to the environmental investigation and remediation of multiple locations in Alaska. In addition, in March 2016, the EPA notified over 100 potentially responsible parties, including Exelis, of potential liability for the cost of remediation for the 8.3-mile stretch of the Lower Passaic River in New Jersey, estimated by the EPA to be $1.38 billion. During the fourth quarter of fiscal 2021, the EPA further announced an interim plan to remediate sediment in the upper nine miles of the of the Lower Passaic River with an estimated cost of $441 million. The potential responsible parties’ respective allocations for the Lower Passaic River remediation have not been determined. Although it is not feasible to predict the outcome of these environmental claims made against us, based on available information, in the opinion of our management, any payments we may be required to make as a result of environmental claims made against us in existence at March 31, 2023 are reserved against, covered by insurance or would not have a material adverse effect on our financial condition, results of operations, cash flows or equity.

NOTE Q: SUBSEQUENT EVENTS

On April 6, 2023, we completed the sale of our VIS business for $70 million, subject to customary adjustments.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of L3Harris Technologies, Inc.

Results of Review of Interim Financial Statements

We have reviewed the accompanying condensed consolidated balance sheet of L3Harris Technologies, Inc. and subsidiaries (“the Company”) as of March 31, 2023, the related condensed consolidated statements of operations, comprehensive income, cash flows and equity for the quarters ended March 31, 2023 and April 1, 2022, and the related notes (collectively referred to as the "condensed consolidated interim financial statements"). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the consolidated balance sheet of the Company as of December 30, 2022, the related consolidated statements of operations, comprehensive income, cash flows and equity for the year then ended, and the related notes (not presented herein); and in our report dated February 24, 2023, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 30, 2022, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Ernst & Young LLP

Orlando, Florida

April 28, 2023

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

OVERVIEW

The following Management’s Discussion and Analysis (“MD&A”) is intended to assist in an understanding of our financial condition and results of operations. This MD&A is provided as a supplement to, should be read in conjunction with, and is qualified in its entirety by reference to, our Condensed Consolidated Financial Statements and accompanying Notes. In addition, reference should be made to our audited Consolidated Financial Statements and accompanying Notes to our Consolidated Financial Statements and Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2022 Form 10-K. Except for the historical information contained herein, the discussions in this MD&A contain forward-looking statements that involve risks and uncertainties. Our future results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below in this MD&A under “Forward-Looking Statements and Factors that May Affect Future Results.”

We are the Trusted Disruptor for the global aerospace and defense industry. With customers’ mission-critical needs in mind, we deliver end-to-end technology solutions connecting the space, air, land, sea and cyber domains. We support government and commercial customers in more than 100 countries, with our largest customers being various departments and agencies of the U.S. Government and their prime contractors. Our products and services have defense and civil government applications, as well as commercial applications. We generally sell directly to our customers, and we utilize agents and intermediaries to sell and market some products and services, especially in international markets.

U.S. and International Budget Environment

Our largest customers are various departments and agencies of the U.S. Government — the percentage of our revenue that was derived from sales to U.S. Government customers, including foreign military sales funded through the U.S. Government, whether directly or through prime contractors, was 77% for the quarter ended March 31, 2023.

On December 29, 2022, the President signed the National Defense Authorization Act, providing $858 billion of national defense funding for the 2023 U.S. Government fiscal year (“GFY”), of which $816 billion was allotted to the DoD. On March 13, 2023, the DoD released details around President Biden’s 2024 GFY $886 billion national defense budget request. This budget request includes $842 billion for the DoD, a proposed increase of approximately 3% over the enacted GFY 2023 DoD budget. Many of our offerings funded in the enacted GFY 2023 DoD budget are also supported by the President’s 2024 GFY DoD budget request, including responsive satellites, ISR aircraft, tactical communications and maritime solutions.

The President’s 2024 GFY budget request and the overall defense spending environment in both the U.S. and internationally reflects the continued impacts of the conflicts in Ukraine, and geopolitical tensions across Asia and the Middle East. Changes to U.S. Government or international spending priorities have and could in the future impact our business.

In addition, it is expected that without Congressional action, the current statutory legal limit on U.S. debt will be exceeded by June 2023, and the Federal budget and debt ceiling could be the subject of considerable Congressional debate. Future changes in spending priorities arising from any Congressional action on the Federal budget and debt ceiling or otherwise could adversely affect our existing programs and future contracts and impact our financial condition and results of operations.

See our U.S. Government funding risks and the discussion of our international business risks within Part I: Item 1A. Risk Factors in our Fiscal 2022 Form 10-K.

Economic Environment

The macroeconomic environment continues to present challenges, which have impacted and may continue to impact our future results. Rising inflation in the U.S. has led to higher input costs. The ongoing uncertainty related to the impacts of inflation, as well as increased interest rates, raise the cost of borrowing for the Federal government.

To the extent feasible, we continue to proactively deploy operational improvement strategies and have consistently followed the practice of adjusting our prices to reflect the impact of inflation on salaries and fringe benefits for employees and the cost of purchased materials and services; our fixed-price contracts could subject us to losses in the event of cost overruns or a significant increase in or a sustained period of increased inflation.

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KEY DEVELOPMENTS

Business Realignment. Effective for fiscal 2023, we adjusted our reporting to better align our businesses and transferred our ADG business (representing $83 million and $70 million of revenue for the quarters ended March 31, 2023 and April 1, 2022, respectively) from our IMS segment to our SAS segment. See Note A: Basis of Presentation and Summary of Significant Accounting Policies in the Notes for further information.

Acquisition of Viasat, Inc.’s TDL. On January 3, 2023, we completed the acquisition of the TDL which is reported within our CS segment. See Note B: Acquisitions and Divestitures in the Notes for further information regarding the TDL acquisition.

Pending Acquisition of AJRD. On March 15, 2023, in connection with our definitive agreement to acquire AJRD, we and AJRD each received a request for additional information and documentary material (the "Second Request") from the Federal Trade Commission (the “FTC”), which extends the waiting period for review under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, until 30 days after we and AJRD have each certified substantial compliance with the Second Request (unless extended voluntarily by the parties or earlier terminated by the FTC). We are responding to the Second Request and expect the transaction to close in fiscal 2023.

RESULTS OF OPERATIONS

Consolidated Results of Operations

	Quarter Ended
(Dollars in millions, except per share amounts)	March 31, 2023			April 1, 2022			% Inc/(Dec)
Revenue from product sales and services
IMS	$	1,700		$	1,659		2	%
SAS	1,655			1,517			9	%
CS	1,163			963			21	%
Corporate eliminations	(47)			(36)			*
Revenue from product sales and services	4,471			4,103			9	%
Cost of product sales and services	(3,305)			(2,860)			16	%
% of total revenue	74		%	70		%
Gross margin	1,166			1,243			(6)	%
% of total revenue	26		%	30		%
Engineering, selling and administrative expenses	(773)			(745)			4	%
% of total revenue	17		%	18		%
Non-operating income, net	82			106			*
Interest expense, net	(102)			(68)			*
Income before income taxes	373			536			(30)	%
Income taxes	(34)			(61)			*
Effective tax rate	9		%	11		%
Net income	339			475			(29)	%
Noncontrolling interests, net of income taxes	(2)			—			*
Net income attributable to L3Harris Technologies, Inc.	$	337		$	475		(29)	%
% of total revenue	8		%	12		%
Net income per diluted common share attributable to L3Harris Technologies, Inc. common shareholders	$	1.76		$	2.44		(28)	%

_______________

*Not meaningful

Revenue and Gross Margin

Revenue increased 9% in the quarter ended March 31, 2023 compared to the quarter ended April 1, 2022 from higher revenue across all segments as CS, SAS and IMS revenues increased $200 million, $138 million, and $41 million, respectively.

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Gross margin and gross margin as a percentage of revenue decreased in the quarter ended March 31, 2023 compared to the quarter ended April 1, 2022, largely due to a net change in EAC adjustments and higher mix of lower-margin revenue, partially offset in the increases in volume noted above.

See the “Discussion of Business Segment Results of Operations” discussion below in this MD&A for further information.

Engineering, Selling and Administrative Expenses

Engineering, selling and administrative expenses (“ESA”) expenses were as follows:

	Quarter Ended
(In millions)	March 31, 2023		April 1, 2022
Amortization of acquisition-related intangibles	$	(142)	$	(134)
Company-sponsored R&D costs	(114)		(156)
L3Harris merger-related integration expenses	—		(24)
Acquisition-related transaction and integration expenses	(40)		—
Pre-acquisition and other divestiture-related expenses	(10)		(1)
Enterprise transformation program	(13)		—
Other ESA expenses	(454)		(430)
Total ESA expenses	$	(773)	$	(745)

Non-Operating Income, Net

Non-operating income, net were as follows:

	Quarter Ended
(In millions)	March 31, 2023		April 1, 2022
Non-service FAS pension income(1)	$	77	$	110
Other, net	5		(4)
Non-operating income, net	$	82	$	106

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(1)Includes interest cost, expected return on plan assets, amortization of net actuarial gains under our pension and postretirement benefit plans. See Note I: Pension and Other Postretirement Benefit Plans in the Notes for more information on the composition of non-service cost components of FAS pension and OPEB income and expense.

Interest Expense, Net

Interest expense, net increased in the quarter ended March 31, 2023 compared with the quarter ended April 1, 2022 due to of $35 million of incremental interest expense in the quarter ended March 31, 2023, primarily due to the outstanding borrowings on the variable rate Term Loan 2025.

See Note H: Debt and Credit Arrangements in the Notes for further information.

Income Taxes

Our effective tax rate was 9.1% for the quarter ended March 31, 2023 compared with 11.3% for the quarter ended April 1, 2022. For the quarter ended March 31, 2023, our effective tax rate benefited from the favorable impacts of R&D credits, FDII deductions and the resolution of specific audit uncertainties. For the quarter ended April 1, 2022, our effective tax rate benefited from the favorable impact of R&D credits, the reduction in deferred tax liabilities on the outside basis of certain foreign subsidiaries due to an internal restructuring, incremental FDII benefit resulting from the requirement to capitalize and amortize R&D expenses beginning in fiscal 2022, the resolution of specific audit uncertainties, and excess tax benefits related to equity-based compensation.

Net Income

The decrease in net income in the quarter ended March 31, 2023 compared with the quarter ended April 1, 2022 was due to the combined effects of reasons noted in the sections above.

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Net Income Per Diluted Common Share Attributable to L3Harris Technologies, Inc. Common Shareholders

Net income per diluted common share attributable to L3Harris Technologies, Inc. common shareholders in the quarter ended March 31, 2023 decreased compared with the quarter ended April 1, 2022 due to lower net income, partially offset by fewer diluted weighted average common shares outstanding, primarily reflecting the repurchases of our common stock under our share repurchase program during the quarter ended March 31, 2023 and fiscal 2022 share repurchases subsequent to April 1, 2022.

See the “Common Stock Repurchases” discussion below in this MD&A for further information.

Discussion of Business Segment Results of Operations

IMS

	Quarter Ended
(Dollars in millions)	March 31, 2023			April 1, 2022			% Inc/(Dec)
Revenue	$	1,700		$	1,659		2	%
Operating income	185			251			(26)	%
Operating income as a percentage of revenue ("operating margin")	11		%	15		%

The increase in IMS revenue for the quarter ended March 31, 2023 compared with the quarter ended April 1, 2022 was primarily due to $64 million higher revenue in ISR from aircraft procurement and missionization and higher volumes within Electro Optical and Commercial Aviation, partially offset by a decrease of $20 million within Maritime from lower classified and services revenues.

The decrease in IMS operating income for the quarter ended March 31, 2023 compared with the quarter ended April 1, 2022 was primarily due to a higher volume of lower-margin domestic ISR revenue and a net change in EAC adjustments primarily in ISR due, in part, to atypically high net favorable adjustments in the prior-year period.

SAS

	Quarter Ended
(Dollars in millions)	March 31, 2023			April 1, 2022			% Inc/(Dec)
Revenue	$	1,655		$	1,517		9	%
Operating income	187			177			6	%
Operating margin	11		%	12		%

The increase in SAS revenue for the quarter ended March 31, 2023 compared with the quarter ended April 1, 2022 was primarily due to $91 million higher revenue in Space Systems from a ramp on new programs, $55 million in Mission Avionics from an increase in production revenues and modest increases in Mission Networks and Intel and Cyber. Such increases were partially offset by a decrease of $28 million in Electronic Warfare from lower volume and program execution.

The increase in SAS operating income for the quarter ended March 31, 2023 compared with the quarter ended April 1, 2022 was due to higher volumes partially offset by development program mix in Space Systems and lower volume and program execution in Electronic Warfare.

CS

	Quarter Ended
(Dollars in millions)	March 31, 2023			April 1, 2022			% Inc/(Dec)
Revenue	$	1,163		$	963		21	%
Operating income	266			229			16	%
Operating margin	23		%	24		%

The increase in CS revenue for the quarter ended March 31, 2023 compared with the quarter ended April 1, 2022 was primarily due to $106 million higher revenue in Broadband Communications, principally from the TDL acquisition, $101 million in Tactical Communications and $38 million in Public Safety, both from higher volumes driven by improved electronic component availability. Such increases were partially offset by a decrease of $36 million related to program execution in Integrated Vision Solutions.

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The increase in CS operating income for the quarter ended March 31, 2023 compared with the quarter ended April 1, 2022 was due to higher volumes including the TDL acquisition partially offset by program execution in Integrated Vision Solutions.

Unallocated Corporate Expenses

	Quarter Ended
(Dollars in millions)	March 31, 2023		April 1, 2022		% Inc/(Dec)
Unallocated corporate department expense, net(1)	$	(6)	$	(4)	50	%
Amortization of acquisition-related intangibles(2)	(165)		(152)		9	%
Acquisition-related transaction and integration expenses	(40)		—		*
L3Harris merger-related integration expenses	—		(24)		*
Impairment of other assets	(18)		—		*
Additional cost of sales related to the fair value step-up in inventory sold	(15)		—		*
Enterprise transformation program	(13)		—		*
Pre-acquisition and other divestiture-related expenses	(10)		(1)		*
FAS/CAS operating adjustment(3)	22		22		—	%

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*Not meaningful

(1)    Includes certain corporate-level expenses that are not included in management’s evaluation of segments operating performance.

(2)    Includes amortization of identifiable intangible assets acquired in connection with business combinations. Because our acquisitions benefited the entire Company, the amortization of identifiable intangible assets acquired was not allocated to any segment.

(3)    Represents the difference between the service cost component of FAS pension and OPEB cost and total CAS pension and OPEB cost and replaces the “Pension adjustment” line item previously presented, which included the non-service components of FAS pension and OPEB income. See Note O: Business Segment Information in the Notes for additional information regarding the FAS/CAS operating adjustment.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL STRATEGIES

Cash Flows

	Quarter Ended
(In millions)	March 31, 2023		April 1, 2022
Cash and cash equivalents, beginning of period	$	880	$	941
Operating activities:
Net income	339		475
Non-cash adjustments	144		52
Changes in working capital	(120)		(499)
Other, net	(13)		11
Net cash provided by operating activities	350		39
Net cash used in investing activities	(2,048)		(64)
Net cash provided by (used in) financing activities	1,361		(513)
Effect of exchange rate changes on cash and cash equivalents	2		(1)
Net decrease in cash and cash equivalents	(335)		(539)
Cash and cash equivalents, end of period	$	545	$	402

Net cash provided by operating activities

The $311 million increase in net cash provided by operating activities in the quarter ended March 31, 2023 compared with the quarter ended April 1, 2022 was primarily due to $379 million less cash used to fund net working capital (i.e., receivables, contract assets, inventories, accounts payable and contract liabilities) and a decrease in net income, excluding the impact of non-cash adjustments.

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Net cash used in investing activities

The $1,984 million increase in net cash used in investing activities in the quarter ended March 31, 2023 compared with the quarter ended April 1, 2022 was primarily due to the $1,973 million cash used for the acquisition of TDL during the first quarter of fiscal 2023.

Net cash provided by (used in) financing activities

The $1,874 million increase in net cash provided by financing activities in the quarter ended March 31, 2023 compared with net cash used in financing activities in the quarter ended April 1, 2022 was primarily due to $2.0 billion in borrowings on our Term Loan 2025 utilized for the TDL acquisition, partially offset by an $88 million increase in cash used to repurchase our common stock under our share repurchase program, a $14 million increase in tax withholding payments associated with vested share-based awards and a $19 million decrease in proceeds from exercises of employee stock options.

Cash and cash equivalents

At March 31, 2023, we had cash and cash equivalents of $545 million, which includes $295 million held by our foreign subsidiaries, a significant portion of which we believe can be repatriated to the U.S. with minimal tax cost.

Capital Structure and Resources

Below describes significant changes to our credit arrangements and debt during the quarter ended March 31, 2023.

Credit Arrangements

Credit Agreements. On March 10, 2023, we established a $2.4 billion 2023 Credit Facility to finance a portion of the purchase price for the pending acquisition of AJRD. At March 31, 2023, we had no outstanding borrowings and were in compliance with all covenants under our 2023 Credit Agreement.

Commercial Paper Program. On March 14, 2023, we established a $3.4 billion CP Program, supported by amounts available under the 2022 Credit Agreement and the 2023 Credit Agreement. The Company expects to terminate the existing $1.0 billion commercial paper program in the second quarter of Fiscal 2023. At March 31, 2023, we had no outstanding notes under our CP Program.

Further information about our Credit Agreements and CP Program can be found in Note H: Debt and Credit Arrangements in the Notes.

Debt

At March 31, 2023, we had $9.0 billion of outstanding long-term debt, net, including the current portion of long-term debt, net and financing lease obligations, the majority of which we incurred in connection with merger and acquisition activity.

Long-Term Debt Issued. We issued long-term debt of $2.25 billion under Term Loan 2025 during the quarter ended March 31, 2023.

Long-Term Debt Repayments. On March 14, 2023, we repaid the entire outstanding $250 million aggregate principal amount of our Floating 2023 Notes through a $250 million draw on Term Loan 2025.

For a description of our long-term debt, see Note H: Debt and Credit Arrangements in the Notes and Note 13: Debt in our Fiscal 2022 Form 10-K.

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Liquidity Assessment

Given our current cash position, outlook for funds generated from operations, credit ratings, available credit facilities, cash needs and debt structure, we have not experienced to date, and do not expect to experience, any material issues for the next 12 months and in the longer term with liquidity, although, we can give no assurances concerning our future liquidity, particularly in light of our overall level of debt, U.S. Government budget uncertainties and the state of global commerce and general political and global financial uncertainty. Additionally, provisions in the Tax Cuts and Jobs Act of 2017 required that, beginning in 2022, R&D expenditures be capitalized and amortized over five years. In the future, Congress may consider legislation that would defer the amortization requirement to later years, possibly with retroactive effect. In the meantime, we will continue to make additional Federal tax payments based on the current tax law. The impact of this tax law on our cash from operations depends on the amount of R&D expenditures incurred and whether the Internal Revenue Service issues guidance on the provision which differs from our current interpretation, among other things. See Part I: Item 1A. Risk Factors in our Fiscal 2022 Form 10-K and Part II. Item 1A. Risk Factors of this Report.

Based on our current business plan and revenue prospects, we believe that our existing cash, funds generated from operations, our senior unsecured credit facilities, our CP Program and access to the public and private debt and equity markets will be sufficient to provide for our anticipated working capital requirements, capital expenditures, dividend payments, repurchases under our share repurchase program, the pending acquisition of AJRD and repayments of our debt securities at maturity for the next twelve months and the reasonably foreseeable future thereafter. Our total capital expenditures for fiscal 2023 are expected to be approximately $275 million. We intend to retire the 3.85% 2023 Notes with cash on hand and commercial paper issuances. We anticipate tax payments for fiscal 2023 to be approximately equal to or marginally less than our tax expense for fiscal 2023, excluding the impact of R&D capitalization and subject to adjustment for timing differences. For additional information regarding our income taxes, see Note 22: Income Taxes in our Fiscal 2022 Form 10-K. Other than operating expenses, cash requirements for fiscal 2023 are expected to consist primarily of capital expenditures, R&D payments, dividend payments, repurchases under our share repurchase program, and expenditures for the pending acquisition of AJRD. See “Capital Structure and Resources” and “Commercial Commitments” in Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2022 Form 10-K for further information regarding our cash requirements.

Funding of Pension Plans

Funding requirements under applicable laws and regulations are a major consideration in making contributions to our U.S. pension plans. Although we have significant discretion in making voluntary contributions, the Employee Retirement Income Security Act of 1974, as amended by the Pension Protection Act of 2006 and further amended by the Worker, Retiree, and Employer Recovery Act of 2008, the Moving Ahead for Progress in the 21st Century Act (“MAP-21”), and applicable Internal Revenue Code regulations, mandate minimum funding thresholds. The Highway and Transportation Funding Act of 2014, the Bipartisan Budget Act of 2015, the American Rescue Plan Act of 2021 and the Infrastructure Investment and Jobs Act further extended the interest rate stabilization provision of MAP-21. Failure to satisfy the minimum funding thresholds could result in restrictions on our ability to amend the plans or make benefit payments. With respect to our U.S. qualified defined benefit pension plans, we intend to contribute annually no less than the required minimum funding thresholds. As a result of prior voluntary contributions and plan performance, we are not required to make any contributions to our U.S. qualified defined benefit pension plans in fiscal 2023 or for several years thereafter.

Future required contributions primarily will depend on the actual annual return on assets and the discount rate used to measure the benefit obligation at the end of each year. Depending on these factors, and the resulting funded status of our pension plans, the level of future statutory required minimum contributions could be material. We had net unfunded defined benefit plan obligations of $208 million as of March 31, 2023. See Note 14: Pension and Other Postretirement Benefits in our Fiscal 2022 Form 10-K and Note I: Pension and Other Postretirement Benefit Plans in the Notes for further information regarding our pension plans.

Common Stock Repurchases

During the quarter ended March 31, 2023, we used $396 million to repurchase 1.9 million shares of our common stock under our share repurchase program at an average price per share of $211.08, including commissions of $0.02 per share. During the quarter ended March 31, 2023, $26 million in shares of our common stock were delivered to us or withheld by us to satisfy withholding taxes on employee share-based awards. Shares repurchased by us are cancelled and retired.

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27

Our repurchase program does not have a stated expiration date and authorizes us to repurchase shares of our common stock through open market purchases, private transactions, transactions structured through investment banking institutions or any combination thereof. At March 31, 2023, we had a remaining unused authorization under our repurchase program of $4.1 billion. We have announced that share repurchases will be moderated in the near-term, but the level and timing of our repurchases depends on a number of factors, including our financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors our Board of Directors or management may deem relevant. The timing, volume and nature of repurchases are also subject to market conditions, applicable securities laws and other factors and are at our discretion and may be suspended or discontinued at any time. Additional information regarding our repurchase program is in Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of this Report.

Dividends

On February 24, 2023, we announced that our Board of Directors increased the quarterly per share cash dividend rate on our common stock from $1.12 to $1.14, commencing with the dividend declared by our Board of Directors for the first quarter of fiscal 2023, for an annualized per share cash dividend rate of $4.56, which was our twenty-second consecutive annual increase in our quarterly cash dividend rate. Quarterly cash dividends are typically paid in March, June, September and December. We paid $220 million in cash dividends during the quarter ended March 31, 2023. We currently expect to continue paying and increasing the rates of cash dividends in the near future, but we can give no assurances concerning payment of future dividends or future dividend increases. The annual declaration of dividends by our Board of Directors and the amount thereof will depend on a number of factors, including our financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors our Board of Directors may deem relevant.

Material Cash Requirements and Commercial Commitments

The amounts disclosed in our Fiscal 2022 Form 10-K include our material cash requirements and commercial commitments. Except for the $2.25 billion in borrowings under Term Loan 2025, our CP Program and our 2023 Credit Facility established during the quarter ended March 31, 2023, there were no material changes to our material cash requirements from contractual cash obligations to repay debt, to purchase goods and services, to make payments under operating leases or our commercial commitments, or in our contingent liabilities on outstanding surety bonds, standby letters of credit agreements or other arrangements with financial institutions and customers primarily relating to the guarantee of future performance on certain contracts to provide products and services to customers or to obtain insurance policies with our insurance carriers as disclosed in our Fiscal 2022 Form 10-K. Further information about our Credit Agreements and CP Program can be found in “Capital Structure and Resources” in this section and Note H: Debt and Credit Arrangements in the Notes.

There can be no assurance that our business will continue to generate cash flows at current levels or that the cost or availability of future borrowings, if any, under our CP Program, our credit facilities, term loan or in the debt markets will not be impacted by any potential future credit or capital markets disruptions. If we are unable to maintain cash balances, generate cash flow from operations or borrow under our CP Program, our credit facilities or term loan sufficient to service our obligations, we may be required to reduce capital expenditures, reduce or eliminate strategic acquisitions, reduce or terminate our share repurchases, reduce or eliminate dividends, refinance all or a portion of our existing debt, obtain additional financing or sell assets. Our ability to make principal payments or pay interest on or refinance our indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general conditions affecting the defense, government and other markets we serve and to general economic, political, financial, competitive, legislative and regulatory factors beyond our control.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to the critical accounting estimates disclosed in “Critical Accounting Estimates” in Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Fiscal 2022 Form 10-K, except for, as set forth below.

Goodwill

We test our goodwill for impairment annually as of the first day of our fourth fiscal quarter, or under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment or when we reorganize our reporting structure such that the composition of one or more of our reporting units is affected.

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Fiscal 2023 Impairment Tests. Effective December 31, 2022, we adjusted our reporting to better align our businesses and transferred our ADG business (a reporting unit) from our IMS segment to our SAS segment (also a reporting unit). In connection with the realignment, we reduced our reporting units from nine to eight as the ADG reporting unit and all $327 million of associated goodwill was absorbed by our existing SAS reporting unit given the economic similarities of the two reporting units. Immediately before the realignment, we performed a qualitative impairment assessment over our SAS reporting unit, and a quantitative impairment assessment over our ADG reporting unit. Immediately after the realignment, we performed a quantitative impairment assessment over the SAS reporting unit. We prepared estimates of the fair value of our pre-realignment ADG reporting unit and post-realignment SAS reporting unit based on a combination of market-based valuation techniques, utilizing quoted market prices, comparable publicly reported transactions, and an income-based valuation technique using projected discounted cash flows. These assessments indicated no impairment existed either before or after the realignment.

TDL Acquisition Goodwill. In connection with the January 3, 2023 acquisition of TDL, we recorded $1.014 billion of goodwill in our Broadband reporting unit within our CS segment.

ADG At-Risk Goodwill. As of December 31, 2022, prior to the business realignment, our ADG reporting unit had goodwill of $327 million and approximately 8% clearance. As noted above, ADG and all associated goodwill was absorbed by our existing SAS reporting unit and no impairment existed either before or after the realignment.

See Note B: Acquisitions and Divestitures and Note G: Goodwill and Other Intangible Assets in the Notes for additional information.

Business Combinations

We follow the acquisition method of accounting to record identifiable assets acquired, liabilities assumed and noncontrolling interests recognized in connection with acquired businesses at their estimated fair value as of the date of acquisition.

Identifiable intangible assets from business combinations are recognized at their estimated fair values as of the date of acquisition and consist of customer relationships and developed technology. Determination of the estimated fair value of identifiable intangible assets requires judgment. The fair value of intangible assets are estimated using the relief from royalty method for the acquired developed technology and the multi-period excess earnings method for the acquired customer relationships. Both of these fair value methods are income-based valuation approaches, which require judgment to estimate appropriate discount rates, royalty rates related to the developed technology intangible assets, revenue growth attributable to the intangible assets and remaining useful lives. Finite-lived identifiable intangible assets are amortized to expense over their useful lives, generally ranging from two to seventeen years. The fair value of identifiable intangible assets acquired in connection with TDL was $850 million.

See Note B: Acquisitions and Divestitures and Note G: Goodwill and Other Intangible Assets in the Notes for additional information.

Impact of Recently Issued Accounting Pronouncements

See Note A: Basis of Presentation and Summary of Significant Accounting Policies in the Notes for new accounting pronouncements which became effective during fiscal 2023.

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FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS

This Report contains forward-looking statements that involve risks and uncertainties, as well as assumptions that may not materialize or prove correct, which could cause our results to differ materially from those expressed in or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements concerning: our plans, strategies and objectives for future operations; new products, systems, technologies, services or developments; future economic conditions, performance or outlook; future political conditions; the outcome of contingencies or litigation; environmental remediation cost estimates; the potential level of share repurchases, dividends or pension contributions; potential acquisitions or divestitures; the integration of our acquisitions; the value of contract awards and programs; expected revenue; expected cash flows or capital expenditures; our beliefs or expectations; activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future; and assumptions underlying any of the foregoing. Forward-looking statements may be identified by their use of forward-looking terminology, such as “believes,” “expects,” “may,” “could,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates,” “projects” and similar words or expressions. You should not place undue reliance on these forward-looking statements, which reflect our management’s opinions only as of the date of filing of this Report and are not guarantees of future performance or actual results. Factors that might cause our results to differ materially from those expressed in or implied by these forward-looking statements, from our current expectations or projections or from our historical results include, but are not limited to, those discussed in Part I: Item 1A. Risk Factors in our Fiscal 2022 Form 10-K and in Part II. Item 1A. Risk Factors of this Report. All forward-looking statements are qualified by, and should be read in conjunction with, those risk factors. Forward-looking statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and are made as of the date of filing of this Report, and we disclaim any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events or developments or otherwise, after the date of filing of this Report or, in the case of any document incorporated by reference, the date of that document.

The following are some of the factors we believe could cause our actual results to differ materially from our historical results or our current expectations or projections. Other factors besides those listed here also could adversely affect us. See Part I: Item 1A. Risk Factors in our Fiscal 2022 Form 10-K and Part II. Item 1A. Risk Factors of this Report for more information regarding factors that might cause our results to differ materially from those expressed in or implied by the forward-looking statements contained in this Report.

•We depend on U.S. Government customers for a significant portion of our revenue, and a reduction in U.S. Government funding or a change in U.S. Government spending priorities could have an adverse impact on our business, financial condition, results of operations, cash flows and equity.

•Our results of operations and cash flows are substantially affected by our mix of fixed-price, cost-plus and time-and-material type contracts. In particular, our fixed-price contracts could subject us to losses in the event of cost overruns or a significant increase in or sustained period of increased inflation.

•We depend significantly on U.S. Government contracts, which often are only partially funded, subject to immediate termination and heavily regulated and audited. The termination or failure to fund, or negative audit findings for, one or more of these contracts could have an adverse impact on our business, financial condition, results of operations, cash flows and equity.

•The U.S. Government’s budget deficit and the national debt, as well as a breach of the debt ceiling, could have an adverse impact on our business, financial condition, results of operations, cash flows and equity.

•We participate in markets that are often subject to uncertain economic conditions, which makes it difficult to estimate growth in our markets and, as a result, future income and expenditures.

•We cannot predict the consequences of future geo-political events, but they may adversely affect the markets in which we operate, our ability to insure against risks, our operations or our profitability.

•We are subject to government investigations, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and equity.

•We derive a significant portion of our revenue from international operations and are subject to the risks of doing business internationally.

•Disputes with our subcontractors or key suppliers, or their inability to perform or timely deliver our components, parts or services, could cause our products and/or services to be produced or delivered in an untimely or unsatisfactory manner.

•We must attract and retain key employees, and any failure to do so could seriously harm us.

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•We could be negatively impacted by a security breach, through cyber-attack, cyber intrusion, insider threats or otherwise, or other significant disruption of our information technology networks and related systems or of those we operate for certain of our customers.

•Our future success will depend on our ability to develop new products and services and technologies that achieve market acceptance in our current and future markets.

•We have significant operations in locations that could be materially and adversely impacted in the event of a natural disaster or other significant disruption.

•Changes in estimates we use in accounting for many of our programs could adversely affect our future financial condition and results of operations.

•Our level of indebtedness and our ability to make payments on or service our indebtedness and our unfunded defined benefit plans liability may materially adversely affect our financial and operating activities or our ability to incur additional debt.

•A downgrade in our credit ratings could materially adversely affect our business.

•Market conditions or volatility could impact our business, financial condition, results of operations and cash flows.

•The level of returns on defined benefit plan assets, changes in interest rates and other factors could materially adversely affect our financial condition, results of operations, cash flows and equity in future periods.

•Changes in our effective tax rate or additional tax exposures may have an adverse effect on our results of operations and cash flows.

•We may not be successful in obtaining the necessary export licenses to conduct certain operations abroad, and Congress may prevent proposed sales to certain foreign governments.

•Unforeseen environmental issues, including regulations related to GHG emissions or change in customer sentiment related to environmental sustainability, could have a material adverse effect on our business, financial condition, results of operations, cash flows and equity.

•Our reputation and ability to do business may be impacted by the improper conduct of our employees, agents or business partners.

•The outcome of litigation or arbitration in which we are involved from time to time is unpredictable, and an adverse decision in any such matter could have a material adverse effect on our financial condition, results of operations, cash flows and equity.

•Third parties have claimed in the past and may claim in the future that we are infringing directly or indirectly upon their intellectual property rights, and third parties may infringe upon our intellectual property rights.

•We face certain significant risk exposures and potential liabilities that may not be covered adequately by insurance or indemnity.

•We are subject to risks relating to the pending acquisition of AJRD, and acquisition of AJRD cannot be guaranteed to close in the expected time frame or at all.

•Challenges arising from the expanded operations from the acquisition of TDL and the pending acquisition of AJRD may affect our future results.

•Strategic transactions, including mergers, acquisitions and divestitures, involve significant risks and uncertainties that could adversely affect our business, financial condition, results of operations, cash flows and equity.

•Changes in future business or other market conditions could cause business investments and/or recorded goodwill or other long-term assets to become impaired, resulting in substantial losses and write-downs that would materially adversely affect our results of operations and financial condition.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

In the normal course of business, we are exposed to the risks associated with foreign currency exchange rates, changes in interest rates and market return fluctuations on our defined benefit plans. There were no material changes during the quarter ended March 31, 2023 with respect to the information appearing in Part II: Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Fiscal 2022 Form 10-K.

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ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and accumulated and communicated to management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate to allow timely decisions regarding required disclosures. As required by Rule 13a-15 under the Exchange Act, as of March 31, 2023, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under the supervision and with the participation of our management, including our CEO and our CFO, and have concluded that as of March 31, 2023 our disclosure controls and procedures were effective.

Changes in Internal Control

There have been no changes in our internal control over financial reporting (“ICFR”) during the quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The Tactical Data Links acquisition is being integrated into the existing CS segment systems and processes from an ICFR perspective.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

See Note P: Legal Proceedings and Contingencies in the Notes for discussion regarding material legal proceedings and contingencies. Except as set forth in such discussion, there have been no material developments in legal proceedings as reported in Part I: Item 3. Legal Proceedings in our Fiscal 2022 Form 10-K.

ITEM 1A. RISK FACTORS.

Investors should carefully review and consider the information regarding certain factors that could materially affect our business, results of operations, financial condition, cash flows and equity as set forth in Part I: Item 1A. Risk Factors in our Fiscal 2022 Form 10-K. There have been no material changes to the risk factors disclosed in our Fiscal 2022 Form 10-K. We may disclose changes to our risk factors or disclose additional risk factors from time to time in our future filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently believe not to be material also may adversely impact our business, financial condition, results of operations, cash flows and equity.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Issuer Purchases of Equity Securities

The following table sets forth information with respect to repurchases by us of our common stock during the quarter ended March 31, 2023:

Period*	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs(1)	Maximum approximate dollar value of shares that may yet be purchased under the plans or programs(1) ($ in millions)
Month No. 1
(December 31, 2022 - January 27, 2023)
Repurchase program(1)	—	$	—	—	$	4,452
Employee transactions(2)	18,970	$	205.76	—	—
Month No. 2
(January 28, 2023 - February 24, 2023)
Repurchase program(1)	936,777	$	212.16	936,777	$	4,254
Employee transactions(2)	4,082	$	211.79	—	—
Month No. 3
(February 25, 2023 - March 31, 2023)
Repurchase program(1)	940,522	$	209.96	940,522	$	4,056
Employee transactions(2)	168,366	$	209.59	—	—
Total	2,068,717			1,877,299	$	4,056

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* Periods represent our fiscal months.

(1) On October 21, 2022, we announced that our Board of Directors approved a $3 billion share repurchase authorization under our share repurchase program that was in addition to the remaining unused authorization of 1.5 billion at that time. Our repurchase program does not have an expiration date and authorizes us to repurchase shares of our common stock through open market purchases, private transactions, transactions structured through investment banking institutions or any combination thereof. As of March 31, 2023, the remaining unused authorization under our repurchase programs was $4.1 billion (as reflected in the table above).

(2) Represents a combination of (a) shares of our common stock delivered to us in satisfaction of the tax withholding obligation of holders of performance units, restricted units or restricted shares that vested during the quarter and (b) performance units, restricted units or restricted shares returned to us upon retirement or employment termination of employees. Our stock incentive plans provide that the value of shares delivered to us to pay the exercise price of options or to cover tax withholding obligations shall be the closing price of our common stock on the date the relevant transaction occurs.

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Sales of Unregistered Equity Securities

During the first quarter of fiscal 2023, we did not issue or sell any unregistered equity securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

The following exhibits are filed herewith or are incorporated herein by reference to exhibits previously filed with the SEC:

(2)** Agreement and Plan of Merger, dated as of December 17, 2022, by and among L3Harris Technologies, Inc., Aquila Merger Sub Inc. and Aerojet Rocketdyne Holdings, Inc., incorporated herein by reference to exhibit 2.1 to L3Harris Technologies, Inc.’s Current Report on Form 8-K filed with the SEC on December 19, 2022. (Commission File Number 1-3863)

(10.1)* L3Harris Technologies, Inc. Restricted Unit Award Agreement Terms and Conditions (as of February 23, 2023).

(10.2)* L3Harris Technologies, Inc. Performance Unit Award Agreement Terms and Conditions (as of February 23, 2023).

(10.3)* L3Harris Technologies, Inc. Stock Option Award Agreement Terms and Conditions (as of February 23, 2023).

(10.4)* Amendment Twelve to the L3Harris Retirement Savings Plan (as amended and restated effective January 1, 2021) dated March 1, 2023.

(10.5)** 364-Day Credit Agreement, dated March 10, 2023, by and among L3Harris Technologies, Inc. and the other parties thereto, incorporated herein by reference to Exhibit 10.1 to L3Harris Technologies, Inc.’s Current Report on Form 8-K filed with the SEC on March 16, 2023. (Commission File Number 1-3863)

(10.6)** Form of Commercial Paper Dealer Agreement, dated March 14, 2023, between L3Harris Technologies, Inc. and the Dealer party thereto , incorporated herein by reference to Exhibit 10.2 to L3Harris Technologies, Inc.’s Current Report on Form 8-K filed with the SEC on March 16, 2023. (Commission File Number 1-3863)

(15)    Letter Regarding Unaudited Interim Financial Information.

(31.1)    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

(31.2)    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

(32.1)    Section 1350 Certification of Chief Executive Officer.

(32.2)    Section 1350 Certification of Chief Financial Officer.

(101) The financial information from L3Harris Technologies, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Statement of Operations, (ii) the Condensed Consolidated Statement of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheet, (iv) the Condensed Consolidated Statement of Cash Flows, (v) the Condensed Consolidated Statement of Equity, and (vi) the Notes to Condensed Consolidated Financial Statements.

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(104) Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101.

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* Management contract or compensatory plan or arrangement.

** Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. L3Harris Technologies, Inc. hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	L3HARRIS TECHNOLOGIES, INC.
	(Registrant)
Date: April 28, 2023	By:	/s/    MICHELLE L. TURNER
		Michelle L. Turner
		Senior Vice President and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer)

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EX-10.1

L3HARRIS TECHNOLOGIES, INC. RESTRICTED UNIT AWARD AGREEMENT TERMS AND CONDITIONS

(As of February 23, 2023)

1. Restricted Unit Award – Terms and Conditions. Pursuant to the written notice or letter of award (which may be in electronic form) (the “Award Notice”) from L3Harris Technologies, Inc. (the “Company”) to the employee specified in the Award Notice (the “Employee”), the Company has granted to the Employee, on the terms and conditions set forth in the Award Notice and herein (these “Terms and Conditions” and together with the Award Notice, the “Agreement”), and under and otherwise subject to the provisions of the Company’s 2015 Equity Incentive Plan (as may be amended from time to time, the “Plan”), a Restricted Unit Award (the “Award”) of such number of restricted units specified in the Award Notice as being subject to the Award (such units, as may be adjusted in accordance with Section 1(c) of these Terms and Conditions, the “Restricted Units”). At all times, each Restricted Unit shall be equal in value to one share of common stock, $1.00 par value per share (the “Common Stock”), of the Company (a “Share”).

(a) Acceptance of Award; Restriction Period. The Award must be accepted by the Employee using the acceptance method specified by the Company (which may be in electronic form) within ninety (90) days following the grant date of the Award (or, if the Employee is on a Company-approved leave of absence from the Company at any time during such 90-day period, then within ninety (90) days following the Employee’s return to active service with the Company from such leave of absence), and if not so accepted, the Award and all Restricted Units subject to the Award shall be automatically forfeited. For purposes of the Agreement, the “Restriction Period” is the period beginning on the grant date of the Award and ending as set forth in the Award Notice. The Board Committee may, in accordance with the Plan and to the extent permitted by Section 409A of the Code (if applicable), accelerate the expiration of the Restriction Period as to some or all of the Restricted Units at any time.

(b) Payout of Award. Provided the Award has not previously been forfeited, as soon as administratively practicable following the expiration of the Restriction Period, but in no event later than sixty (60) days following the expiration of the Restriction Period, the Company shall issue to the Employee in a single payment the number of Shares underlying the Restricted Units, subject to applicable withholdings and satisfaction thereof (including retaining Shares otherwise issuable) as provided in Section 13.2 of the Plan. Upon payout of the Award, the Company shall at its option cause the Shares as to which the Employee is entitled pursuant hereto: (i) to be released without restriction on transfer by delivery to the custody of the Employee of a stock certificate in the name of the Employee or his or her designee or (ii) to be credited without restriction on transfer to a book-entry account for the benefit of the Employee or his or her designee maintained by the Company’s stock transfer agent or its designee.

(c) Rights During Restriction Period; Dividend Equivalents. During the Restriction Period, the Employee shall not have any rights as a shareholder with respect to the Shares underlying the Restricted Units. During the Restriction Period, if the Company pays

dividends or makes other distributions on the Common Stock, the Employee shall be entitled to receive from the Company at the time of payout in respect of the Award dividend equivalents for such dividends or other distributions, either in cash, in the case of a cash dividend or cash distribution, or other property, in the case of a non-cash dividend or non-cash distribution, as applicable, in respect of the number of Shares underlying the Restricted Units, in each case, subject to applicable withholdings and satisfaction thereof (including retaining cash otherwise payable or Shares otherwise issuable) as provided in Section 13.2 of the Plan. No such dividend equivalents will be paid in respect of Restricted Units that are forfeited or cancelled. No interest shall be paid on any such dividend equivalents. If the number of the Company’s outstanding Shares is changed as a result of a stock dividend, stock split or the like, without additional consideration to the Company, the Restricted Units subject to the Award shall be adjusted to correspond to the change in the Company’s outstanding Shares. Upon the expiration of the Restriction Period and payout of the Award, the Employee may exercise voting rights and shall be entitled to receive dividends and other distributions with respect to the number of Shares to which the Employee is entitled pursuant hereto.

2. Prohibition Against Transfer. Until the expiration of the Restriction Period and payout of the Award, the Award, the Restricted Units subject to the Award, any interest in the Shares related thereto, and the rights granted under these Terms and Conditions and the Agreement are not transferable except by will or by the laws of descent and distribution in the event of the Employee’s death. Without limiting the generality of the foregoing, except as aforesaid, until the expiration of the Restriction Period and payout of the Award, the Award, the Restricted Units subject to the Award, any interest in the Shares related thereto, and the rights granted under these Terms and Conditions and the Agreement may not be sold, exchanged, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment, charge, alienation or similar process. Any attempt to effect any of the foregoing shall be null and void and without effect.

3. Forfeiture for Termination of Employment; Exceptions.

(a) Except in the event the Employee ceases to be an employee of the Company as set forth in Section 3(b) (due to death or Disability (as defined below)) or as set forth in Section 3(c) (due to certain circumstances in connection with a Change in Control of the Company that occurs following the grant date of the Award), it shall be a condition to the vesting of Restricted Units and the payment of Shares following the expiration of the Restriction Period that the Employee shall have remained continuously in the employ of the Company for a minimum of one year from the grant date of the Award (the “Minimum Vesting Period”), and in the event that the Minimum Vesting Period is not satisfied, the Award and any Restricted Units or right to payment of Shares shall be immediately and automatically forfeited upon the Employee’s termination of employment with the Company. Except in the event the Employee ceases to be an employee of the Company as set forth in Section 3(b) (due to death or Disability) or as set forth in Section 3(c) (due to certain circumstances in connection with a Change in Control of the Company that occurs following the grant date of the Award) or as otherwise provided in the Award Notice, if the Employee ceases to be an employee of the Company following satisfaction of the Minimum Vesting Period but prior to the expiration of the Restriction Period:

(i) for any reason other than those described in Section 3(a)(ii) (due to a Qualifying Early Retirement (as defined below) or an involuntary termination by the Company other than for Cause (as defined below)), Section 3(a)(iii) (due to a Qualifying Full Retirement (as defined below)), Section 3(b) or Section 3(c), all Restricted Units subject to the Award shall be immediately and automatically forfeited upon such termination of employment;

(ii) due to (A) a Qualifying Early Retirement (as defined below) or (B) involuntary termination of employment of the Employee by the Company other than for Cause (as defined below), but excluding a termination due to Qualifying Full Retirement, the Employee shall be vested in, and entitled to receive a payout in respect of, a pro-rata portion of the Restricted Units subject to the Award, and the remaining portion of the Restricted Units subject to the Award shall be automatically forfeited as of the date of such retirement or termination of employment. Such pro-rata portion shall be measured by a fraction, of which the numerator is the number of days of the Restriction Period during which the Employee’s employment continued, and the denominator is the number of days of the Restriction Period. The Restriction Period shall immediately expire upon such retirement or termination of employment with respect to such pro-rata portion that is vested pursuant to the provisions of this Section 3(a)(ii), if any, and, subject to Section 10, the payout in respect of such pro-rata portion shall be made as soon as administratively practicable following such immediate expiration of the Restriction Period, but in no event later than sixty (60) days following such immediate expiration of the Restriction Period; or

(iii) due to a Qualifying Full Retirement (as defined below), the Employee shall be vested in, and entitled to receive a payout in respect of all of the Restricted Units subject to the Award as though the Employee continued providing services through the end of the original Restriction Period. The payout in respect of such Restricted Units described in the preceding sentence shall be made as soon as administratively practicable, but not later than sixty (60) days, following each date on which the original Restriction Period would have lapsed, at which time the Company shall issue to the Employee the number of Shares underlying such Restricted Units that were originally scheduled to vest on such date, subject to applicable withholdings and satisfaction thereof (including retaining Shares otherwise issuable) as provided in Section 13.2 of the Plan.

(b) If the Employee ceases to be an employee of the Company prior to the expiration of the Restriction Period due to death or Disability, the Employee’s heirs or beneficiaries or the Employee, as applicable, shall be fully vested in, and entitled to receive a payout in respect of, the total number of Restricted Units subject to the Award. In such event, the Restriction Period shall immediately expire upon the Employee so ceasing to be an employee of the Company, and subject to Section 10, the payout in respect of the Restricted Units subject to the Award shall be made as soon as administratively practicable following such immediate expiration of the Restriction Period, but in no event later than sixty (60) days following such immediate expiration of the Restriction Period.

(c) If a Change in Control of the Company occurs following the grant date of the Award and the Employee ceases thereafter to be an employee of the Company prior to the expiration of the Restriction Period due to (i) involuntary termination of employment of the Employee by the Company other than for Cause, or (ii) voluntary termination of employment by

the Employee for Good Reason (as defined below), then the Employee shall be fully vested in, and entitled to receive a payout in respect of, the total number of Restricted Units subject to the Award. In such event, the Restriction Period shall immediately expire upon the Employee so ceasing to be an employee of the Company, and subject to Section 10, the payout in respect of the Restricted Units subject to the Award shall be made as soon as administratively practicable following such immediate expiration of the Restriction Period, but in no event later than sixty (60) days following such immediate expiration of the Restriction Period; provided that in the event such termination occurs on or after the date the Employee is Full Retirement Eligible and either the date of termination occurs more than 24 months after the date of the Change in Control or the Change in Control does not constitute a “change in control event,” within the meaning of Section 409A of the Code, then, except as otherwise permitted under Section 409A of the Code, the payout shall be made as soon as administratively practicable, but not later than sixty (60) days, following each date on which the original Restriction Period would have lapsed.

Notwithstanding anything in these Terms and Conditions or the Agreement to the contrary, (x) if the Employee’s employment is terminated by the Company other than for Cause or Disability within sixty (60) days prior to a Change in Control of the Company that occurs following the grant date of the Award, and the Employee reasonably demonstrates that such termination was at the request or suggestion of a third party who has indicated an intention or taken steps reasonably calculated to effect such a Change in Control (a “Third Party”) and such a Change in Control involving such Third Party occurs, then for all purposes of these Terms and Conditions and the Agreement, the date of such Change in Control shall mean the date immediately prior to the date of such termination of employment; and (y) if a Change in Control of the Company occurs following the grant date of the Award and the Company or its successor does not assume or continue, or substitute equivalent restricted securities for, the Restricted Units, then the Employee shall be fully vested in, and entitled to receive a payout in respect of, the total number of Restricted Units subject to the Award, and in such event, the Restriction Period shall immediately expire upon the effective date of the Change in Control, and subject to Section 10, the payout in respect of the Restricted Units subject to the Award shall be made as soon as administratively practicable following such immediate expiration of the Restriction Period, but in no event later than sixty (60) days following such immediate expiration of the Restriction Period; provided that in the event such termination occurs on or after the date the Employee is Full Retirement Eligible, then, except as otherwise permitted under Section 409A of the Code, the payout shall be made as soon as administratively practicable, but not later than sixty (60) days, following each date on which the original Restriction Period would have lapsed.

(d) For purposes of the Agreement:

(i) “Cause” shall have the meaning assigned to such term in the Plan. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. After a Change in Control of the Company that occurs following the grant date of the Award, (A) in the case of an employee who is appointed or elected by the Board as an officer of the Company (an “Officer”), Cause shall not exist unless and until the Company has delivered to the Employee a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board at a meeting of the Board called and held for such purpose (after thirty (30) days’ notice to the Employee and an opportunity for the Employee, together with counsel, to be heard before the

Board), finding that in the good faith opinion of the Board an event set forth in the definition of “Cause” in the Plan has occurred and specifying the particulars thereof in detail; and (B) the Company must notify the Employee of any event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constitute Cause under the Agreement.

(ii) “Disability” means a total and permanent disability during which the Employee becomes entitled to a disability benefit under Title II of the Federal Social Security Act, as amended from time to time, or a total and permanent disability during which the Employee is entitled to receive disability benefits under the Company’s applicable long-term disability plan or would have been entitled to receive disability benefits under such long-term disability plan had the Employee participated in such plan.

(iii) “Good Reason” means, without the Employee’s express written consent, the occurrence of any of the following events after a Change in Control of the Company that occurs following the grant date of the Award: (A) if the Employee is an Officer immediately prior to such Change in Control, (1) any materially adverse diminution of the Employee’s position(s), duties, responsibilities or status with the Company as in effect immediately prior to such Change in Control or (2) a material adverse change in the Employee’s reporting responsibilities, titles or offices with the Company as in effect immediately prior to such Change in Control; (B) a reduction by the Company in the Employee’s rate of annual base salary, annual target cash incentive bonus opportunity or annual target long-term incentive opportunity (including any adverse change in the formula for such annual target cash incentive bonus opportunity and/or annual target long-term incentive opportunity) as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter; or (C) any requirement of the Company that the Employee (1) be based anywhere more than fifty (50) miles from the facility where the Employee is located at the time of such Change in Control or (2) travel on Company business to an extent substantially greater than the travel obligations of the Employee immediately prior to such Change in Control.

Any event or condition described in this Section 3(d)(iii) which occurs prior to a Change in Control of the Company that occurs following the grant date of the Award, but was at the request or suggestion of a Third Party who effectuates such Change in Control, shall constitute Good Reason following such Change in Control for purposes of these Terms and Conditions and the Agreement notwithstanding that it occurred prior to such Change in Control. An isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Employee shall not constitute Good Reason. The Employee must provide notice of termination of employment within ninety (90) days of the Employee’s knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under these Terms and Conditions and the Agreement.

Notwithstanding the foregoing, in the event of a Merger of Equals Transaction that otherwise constitutes a Change in Control, the Board Committee may determine prior to the consummation of such transaction to narrow or eliminate the Good Reason triggers set forth above. For this purpose, a “Merger of Equals Transaction” means a merger, consolidation, share exchange or similar form of corporate reorganization of the Company or any such type of transaction involving the Company or any of its Subsidiaries that requires the

approval of the Company’s shareholders (whether for such transaction or the issuance of securities in the transaction or otherwise) (a “Business Combination”) where (A) more than 40% of the total voting power of the company resulting from such Business Combination (including, without limitation, any company which directly or indirectly has beneficial ownership of 100% of the Company’s then-outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”)) eligible to elect directors of such company is represented by shares that were Company Voting Securities immediately prior to such Business Combination (either by remaining outstanding or being converted), and such voting power is in substantially the same proportion as the voting power of such Company Voting Securities immediately prior to such Business Combination, (B) no person (other than any publicly traded holding company resulting from such Business Combination, or any employee benefit plan sponsored or maintained by the Company (or the company resulting from such Business Combination)) becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the company resulting from such Business Combination, and (C) at least 50% of the members of the board of directors of the company resulting from such Business Combination were Incumbent Directors (as defined in the following clause) at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination; and “Incumbent Directors” means individuals who, on January 1, 2020, constitute the Board, provided that any person becoming a director subsequent to January 1, 2020, whose appointment, election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors who remain on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall also be deemed to be an Incumbent Director; provided, however, that no individual initially elected, appointed or nominated as a director of the Company as a result of an actual or publicly threatened election contest with respect to directors or any other actual or publicly threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director.

(iv) “Qualifying Early Retirement” means retirement after age sixty (60) with five (5) or more years of full-time service with the Company but prior to being eligible for a Qualifying Full Retirement, provided, that in order for any such retirement to be a Qualifying Early Retirement, the Employee (A) has given written notice, in form reasonably satisfactory to the Company, to the Employee’s supervisor, with a copy to the Vice President, Chief Human Resources Officer of the Company (or, if the Employee is the Vice President, Chief Human Resources Officer of the Company, to the Chief Executive Officer of the Company) that (1) specifies the Employee’s intent to retire from the Company and the particular intended date of such retirement, which must be at least six (6) months after the date such written notice is given, and (2) has not been preceded by notice from the Company to the Employee of the actual or impending termination of employment of the Employee by the Company; and (B) has remained employed by the Company until the earlier of (x) the particular intended date of such retirement specified in such notice (or such other date as has been mutually agreed in writing between the Company and the Employee) or (y) the date on which the Employee ceases to be an employee of the Company due to death or Disability or involuntary termination of employment of the Employee by the Company other than for Cause, in each case following the delivery of such notice.

(v) “Qualifying Full Retirement” means an Employee’s retirement or involuntary termination of employment by the Company for a reason other than Cause, in either case after the Employee has attained age sixty-five (65) with ten (10) or more years of full-time service with the Company (attainment of such age and years of service is referred to as “Full Retirement Eligible”); provided, that in order for an Employee’s retirement to be a Qualifying Full Retirement, the Employee (A) has given written notice, in form reasonably satisfactory to the Company, to the Employee’s supervisor, with a copy to the Vice President, Chief Human Resources Officer of the Company (or, if the Employee is the Vice President, Chief Human Resources Officer of the Company, to the Chief Executive Officer of the Company) that specifies the Employee’s intent to retire from the Company and the particular intended date of such retirement, which must be at least six (6) months after the date such written notice is given; and (B) has remained employed by the Company until the earlier of (1) the particular intended date of such retirement specified in such notice (or such other date as has been mutually agreed in writing between the Company and the Employee) or (2) the date on which the Employee ceases to be an employee of the Company due to death or Disability or involuntary termination of employment of the Employee by the Company other than for Cause, in each case following the delivery of such notice.

4. Change in Control. For avoidance of doubt, the occurrence of a Change in Control of the Company during the Restriction Period does not, in and of itself, accelerate or otherwise impact the vesting of the Restricted Units subject to the Award, except as set forth in Section 3 herein.

5. Protective Covenants. In consideration of, among other things, the grant of the Award to the Employee, the Employee acknowledges and agrees, by acceptance of the Award, to the following provisions:

(a) Non-Solicitation. During the Protective Covenant Period, the Employee shall not, directly or indirectly, individually or on behalf of any other employer or any other business, person or entity: (i) recruit, induce, Solicit or attempt to recruit, induce or Solicit any Individual Employed by the Company to terminate, abandon or otherwise leave or discontinue employment with the Company; or (ii) hire or cause or assist any Individual Employed by the Company to become employed by or provide services to any other business, person or entity whether as an employee, consultant, contractor or otherwise.

(b) Customer and Potential Customer Non-Interference. During the Protective Covenant Period, the Employee shall not, directly or indirectly, individually or (i) on behalf of any other employer or any other business, person or entity, entice, induce, Solicit or attempt or participate in enticing, inducing or Soliciting, any Customer or Potential Customer of the Company to cease or reduce or refrain from doing business with the Company; or (ii) on behalf of any Competitive Business, entice, induce, Solicit or attempt or participate in enticing, inducing or Soliciting, or accept or attempt or participate in accepting, business from any Customer or Potential Customer of the Covered Unit(s).

(c) Non-Competition. During the Protective Covenant Period, the Employee shall not, directly or indirectly, as an employee, independent contractor, consultant, officer, director, manager, principal, lender or investor engage or otherwise participate in any activities with, or provide services to, a Competitive Business, without the prior written consent of the

Vice President, Chief Human Resources Officer of the Company or other designated executive officer of the Company (which consent shall be at such officer’s discretion to give or withhold). Nothing in this Section 5(c) shall preclude the Employee from owning up to 1% of the equity in any publicly traded company.

(d) No Disparagement or Detrimental Comments. During the Employee’s employment with the Company and thereafter, the Employee shall not, directly or indirectly, make or publish, or cause to be made or published, any statement, observation or opinion, whether verbal or written, that criticizes, disparages, defames or otherwise impugns or reasonably may be interpreted to criticize, disparage, defame or impugn, the character, integrity or reputation of the Company or its products, goods, systems or services, or its current or former directors, officers, employees, agents, successors or assigns. Nothing in this Section 5(d) is intended or should be construed to prevent the Employee from providing truthful testimony or information to any person or entity as required by law or fiduciary duties or as may be necessary in the performance of the Employee’s duties in connection with the Employee’s employment with the Company.

(e) Confidentiality. During the Employee’s employment with the Company and thereafter, the Employee shall not use or disclose, except on behalf of the Company and pursuant to and in compliance with its direction and policies, any Confidential Information of (i) the Company or (ii) any third party received by the Company which the Company is obligated to keep confidential. This Section 5(e) will apply in addition to, and not in derogation of, any other confidentiality or non-disclosure agreement that may exist, now or in the future, between the Employee and the Company.

(f) Consideration and Acknowledgment. The Employee acknowledges and agrees to each of the following: (i) the Employee’s acceptance of the Award and participation in the Plan is voluntary; (ii) the benefits and rights provided by the Agreement and Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic payments; (iii) the benefits and compensation provided under the Agreement are in addition to the benefits and compensation that otherwise are or would be available to the Employee in connection with the Employee’s employment with the Company and the grant of the Award is expressly contingent upon the Employee’s agreement with the Company contained in Sections 5 and 6; (iv) the scope and duration of the restrictions in Section 5 are fair and reasonable; (v) if any provisions of Sections 5(a), (b), (c), (d) or (e), or any part thereof, are held to be unenforceable, the court making such determination shall have the power to revise or modify such provision to make it enforceable to the maximum extent permitted by applicable law and, in its revised or modified form, such provision shall then be enforceable, and if the provision is not capable of being modified or revised so that it is enforceable, it shall be excised from these Terms and Conditions without affecting the enforceability of the remaining provisions; and (vi) the time period of the Employee’s obligations under Sections 5(a), (b) and (c) shall be extended by a period equal to the length of any breach of those obligations by the Employee, in addition to any and all other remedies provided by these Terms and Conditions or otherwise available to the Company at law or in equity. The Employee further understands and acknowledges that nothing contained in the Agreement limits the Employee’s ability (1) to report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any

Inspector General, or any other Federal, state or local governmental agency or commission (“Government Agencies”); (2) to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; or (3) under applicable United States Federal law to (x) disclose in confidence trade secrets to Federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or (y) disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(g) Definitions. For purposes of Section 5 of these Terms and Conditions, the following definitions shall apply:

(1) “Competitive Business” means any business, person or entity that is engaged, or planning or contemplating to engage within a period of twelve (12) months, in any business activity that is competitive with the business and business activities engaged in by the Covered Unit(s).

(2) “Confidential Information” means confidential, proprietary or trade secret information, whether or not marked or otherwise designated as confidential, whether in document, electronic or other form, and includes, but is not limited to, information that is not publicly known regarding finances, business and marketing plans, proposals, projections, forecasts, existing and prospective customers, vendor identities, employees and compensation, drawings, manuals, inventions, patent applications, process and fabrication information, research plans and results, computer programs, databases, software flow charts, specifications, technical data, scientific and technical information, test results and market studies.

(3) “Company” means, and shall be deemed to include, the Company and any Subsidiary.

(4) “Covered Unit(s)” means: (i) during the period of the Employee’s employment with the Company, each business unit of the Company; and (ii) following the Employment Termination Date, each business unit of the Company in or for which the Employee was employed or to which the Employee provided services or about which the Employee obtained or had access to Confidential Information, in each case of this clause (ii) at any time within the twenty-four (24)-month period prior to the Employment Termination Date. The Employee acknowledges and agrees that if the Employee is or was employed at a segment level, the Employee is providing or has provided services to and for, and has obtained and has or had access to Confidential Information about, each business unit of such segment; and if the Employee is or was employed at the corporate/headquarters level, the Employee is providing or has provided services to and for, and has obtained and has or had access to Confidential Information about, each business unit of the Company.

(5) “Customer” means, with respect to the Company or the Covered Unit(s), as the case may be, any business, person or entity who purchased any products, goods, systems or services from the Company or such Covered Unit(s) at any time during the preceding

twenty-four (24) months (or, if after the Employment Termination Date, the last twenty-four (24) months of the Employee’s employment with the Company) and either with whom the Employee dealt in the course of performing the Employee’s job duties for the Company or about whom the Employee has or had Confidential Information.

(6) “Employment Termination Date” means the date of termination

of the Employee’s employment with the Company, voluntarily or involuntarily, for any reason.

(7) “Individual Employed by the Company” means any employee of the Company with whom the Employee dealt in the course of performing the Employee’s job duties at any time during the preceding twelve (12) months (or, if after the Employment Termination Date, the last twelve (12) months of the Employee’s employment with the Company).

(8) “Potential Customer” means, with respect to the Company or the Covered Unit(s), as the case may be, any business, person or entity targeted during the preceding twelve (12) months (or, if after the Employment Termination Date, the last twelve (12) months of the Employee’s employment with the Company) as a customer to purchase any products, goods, systems or services from the Company or such Covered Unit(s) and (i) with whom the Employee had direct or indirect contact, (ii) for whom the Employee participated in the development or execution of the plan to sell products, goods, systems or services of the Company or such Covered Unit(s), or (iii) about whom the Employee otherwise has or had Confidential Information.

(9) “Protective Covenant Period” means the period of the Employee’s employment with the Company and the twelve (12) month period following the Employment Termination Date.

(10) “Solicit” and “Soliciting” mean any direct or indirect communication of any kind, regardless of who initiates it, that in any way invites, advises, encourages or requests any person to take or refrain from taking any actions; provided, for purposes of Section 5(a), the term “Solicit” excludes the placement of general advertisements inviting applications for employment that are not targeted to employees of the Company generally or any specific employees of the Company.

6. Remedies for Breach of Section 5.

(a) Forfeiture and Clawback. The Employee agrees, by acceptance of the Award, that if the Employee breaches any provision of Sections 5(a), (b), (c), (d) or (e), in addition to any and all other remedies available to the Company, (i) the Award and all Restricted Units subject to the Award and any rights with respect to the Award and such Restricted Units shall upon written notice (which may be in electronic form) immediately be forfeited and terminate and be cancelled; and (ii) the Company shall have the right upon written notice (which may be in electronic form) to reclaim and receive from the Employee all Shares and cash, as applicable, issued or paid to the Employee in respect of the Restricted Units pursuant to Sections 1(b) and 1(c) above, or to the extent the Employee has transferred such Shares, the Fair Market Value thereof (as of the date such Shares were transferred by the Employee) in cash and any such return of Shares or payment of cash by the Employee which requires action on the part of the

Employee shall be made within five (5) business days following receipt of written demand therefore.

(b) Forum. The Employee agrees, by acceptance of the Award, that any judicial action brought with respect to the provisions of Sections 5 or 6 of these Terms and Conditions may be filed in the United States District Court for the Middle District of Florida or in the Circuit Court of Brevard County, Florida and hereby consents to the jurisdiction of such courts and waives any objection he/she may now or hereafter have to such venue.

(c) Change in Control. If a Change in Control of the Company occurs following the grant date of the Award and the Employee ceases thereafter to be an employee of the Company in a circumstance set forth in Section 3(c) herein, the provisions of Sections 5 and 6 shall immediately terminate and be of no further force and effect.

7. Securities Law Requirements. The Company shall not be required to issue Shares pursuant to the Award, to the extent required, unless and until (a) such Shares have been duly listed upon each stock exchange on which the Company’s Common Stock is then registered; and (b) a registration statement under the Securities Act of 1933, as amended, with respect to such Shares is then effective.

8. Board Committee Administration. The Board Committee shall have authority, subject to the express provisions of the Plan as in effect from time to time, to construe these Terms and Conditions and the Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Board Committee necessary or desirable for the administration of the Plan. The Board Committee may correct any defect or supply any omission or reconcile any inconsistency in these Terms and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.

9. Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.

10. Compliance with Section 409A of the Code. The Agreement and the Plan are intended to be exempt from the provisions of Section 409A of the Code to the maximum extent permitted by applicable law. To the extent applicable, it is intended that the Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion

provisions of Section 409A(a)(1) of the Code do not apply to the Employee. The Agreement and the Plan shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Employee). If the Award is subject to Section 409A of the Code, a retirement or termination of employment shall not be deemed to occur for purposes of any provision of the Agreement providing for the payment of any amounts

upon or following retirement or termination of employment unless such retirement or termination is also a “separation from service” within the meaning of Section 409A of the Code, and for purposes of any such provision in the Agreement, references to a “termination,” “termination of employment,” “retire,” “retirement” or like terms shall mean “separation from service.” Payments to an Employee who is Full Retirement Eligible are intended to comply with Treasury Regulation §1.409A-3(c). Notwithstanding anything in the Agreement to the contrary, if the Award is subject to Section 409A of the Code, and if the Employee is a “Specified Employee” (within the meaning of the Company’s Specified Employee Policy for 409A Arrangements) as of the date the Employee ceases to be an employee of the Company, then such payout shall be delayed until and made during the seventh calendar month following the calendar month during which the Employee ceased to be an employee of the Company (or, if earlier, the calendar month following the calendar month of the Employee’s death) to the extent required by Section 409A of the Code. Notwithstanding the foregoing, no particular tax result for the Employee with respect to any income recognized by the Employee in connection with the Agreement is guaranteed, and the Employee solely shall be responsible for any taxes, penalties or interest imposed on the Employee in connection with the Agreement. Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

11. Data Privacy; Electronic Delivery. By acceptance of the Award, the Employee acknowledges and agrees that: (a) data, including the Employee’s personal data, necessary to administer the Agreement may be exchanged among the Company and its Subsidiaries and affiliates as necessary, and with any vendor engaged by the Company to assist in the administration of equity awards; and (b) unless and until revoked in writing by the Employee, information and materials in connection with the Agreement or any awards under the Plan, including, but not limited to, any prospectuses and plan document, may be provided by means of electronic delivery (including by e-mail, by web site access and/or by facsimile).

12. Miscellaneous. These Terms and Conditions and the other portions of the Agreement: (a) shall be binding upon and inure to the benefit of any successor of the Company; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) except as permitted under Sections 3.2, 12 and 13.6 of the Plan and Sections 8 and

10 of these Terms and Conditions, may not be amended in a manner that would materially impair the rights of the Employee without the written consent of both the Company and the Employee. The Agreement shall not in any way interfere with or limit the right of the Company or any Subsidiary to terminate the Employee’s employment or service with the Company or any Subsidiary at any time, and no contract or right of employment shall be implied by these Terms and Conditions and the Agreement of which they form a part. For purposes of these Terms and Conditions and the Agreement, (i) employment by the Company or any Subsidiary or a successor to the Company shall be considered employment by the Company; (ii) the closing of a divestiture or other sale of assets or a business of the Company or any Subsidiary (regardless of transaction structure) that results in the Employee no longer being employed by the Company or any Subsidiary shall, for purposes of Section 3(a)(ii)(B) and Section 3(c)(i) of these Terms and Conditions, be treated as an involuntary termination of employment of the Employee by the Company other than for Cause (for avoidance of doubt, even if the Employee retains the same

employment position with the acquirer following such closing); and (iii) references to “termination of employment,” “cessation of employment,” “ceases to be employed,” “ceases to be an employee” or similar phrases shall be deemed to have occurred as of the last day actually worked (as determined by the Company), and shall not include any notice period or any period of severance or separation pay or pay continuation (whether required by law or custom or otherwise provided) following the last day actually worked, to the extent consistent with the applicable requirements of Section 409A of the Code; provided, however, that if the Company terminates the Employee’s employment as a result of the Employee’s Disability or as a result of the Employee’s failure to return to work when the Employee does not have, or no longer has, a Disability, then the last day actually worked shall mean the day of such termination, to the extent consistent with the applicable requirements of Section 409A of the Code. If the Award is assumed or a new award is substituted therefor in any corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 424(a) of the Code), employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of the Award to be employment by the Company.

EX-10.2

L3HARRIS TECHNOLOGIES, INC. PERFORMANCE UNIT AWARD AGREEMENT TERMS AND CONDITIONS

(As of February 23, 2023)

1. Performance Unit Award – Terms and Conditions. Pursuant to the written notice or letter of award (which may be in electronic form) (the “Award Notice”) from L3Harris Technologies, Inc. (the “Company”) to the employee specified in the Award Notice (the “Employee”), the Company has granted to the Employee, on the terms and conditions set forth in the Award Notice and herein (these “Terms and Conditions” and collectively with the Award Notice and the Statement of Performance Goals (as defined below) related thereto, the “Agreement”), and under and otherwise subject to the provisions of the Company’s 2015 Equity Incentive Plan (as may be amended from time to time, the “Plan”), a Performance Unit Award (the “Award”) of such number of performance units specified in the Award Notice as being subject to the Award (such units, as may be adjusted in accordance with Sections 1(c), 1(d), and 1(e) of these Terms and Conditions, the “Performance Units”). At all times, each Performance Unit shall be equal in value to one share of common stock, $1.00 par value per share (the “Common Stock”), of the Company (a “Share”).

(a) Acceptance of Award; Performance Period. The Award must be accepted by the Employee using the acceptance method specified by the Company (which may be in electronic form) within ninety (90) days following the grant date of the Award (or, if the Employee is on a Company-approved leave of absence from the Company at any time during such 90-day period, then within ninety (90) days following the Employee’s return to active service with the Company from such leave of absence), and if not so accepted, the Award and all Performance Units subject to the Award shall be automatically forfeited. For purposes of the Agreement, the “Performance Period” is the period beginning on commencement of the fiscal year during which the Award is granted and ending on expiration of the fiscal year that is two (2) fiscal years after the fiscal year during which the Award is granted (that is, a period of three (3) fiscal years), unless a different period is set forth and designated as the Performance Period in the Award Notice. The Board Committee may, in accordance with the Plan and to the extent permitted by Section 409A of the Code (if applicable), accelerate the expiration of the Performance Period as to some or all of the Performance Units at any time.

(b) Payout of Award. Provided the Award has not previously been forfeited, as soon as administratively practicable following the expiration of the Performance Period, but in no event later than the 15th day of the third month following the expiration of the Performance Period, the Company shall issue to the Employee in a single payment the number of Shares underlying the Performance Units to which the Employee is entitled pursuant hereto, subject to applicable withholdings and satisfaction thereof (including retaining Shares otherwise issuable) as provided in Section 13.2 of the Plan. Upon payout of the Award, the Company shall at its option cause the Shares as to which the Employee is entitled pursuant hereto: (i) to be released without restriction on transfer by delivery to the custody of the Employee of a stock certificate in the name of the Employee or his or her designee or (ii) to be credited without restriction on transfer to a book-entry account for the benefit of the Employee or his or her designee maintained by the Company’s stock transfer agent or its designee.

(c) Satisfaction of Performance Objectives. Except as otherwise provided herein, the payout of the Award shall be contingent upon the attainment during the Performance Period of the performance objectives set forth in the Statement of Performance Goals (however designated) delivered or made available to the Employee at the time of the Award (the “Statement of Performance Goals”). Subject to the application of Section 4, the payout of the Award shall be determined upon the expiration of the Performance Period in accordance with the Statement of Performance Goals. The final determination of the payout of the Award will be authorized by the Board, the Board Committee, or its designee. Performance Units will be forfeited (i) if they are not earned at the end of the Performance Period or (ii) except as otherwise provided herein, if the Employee ceases to be employed by the Company at any time prior to the expiration of the Performance Period.

(d) Rights During Performance Period; Dividend Equivalents. During the Performance Period, the Employee shall not have any rights as a shareholder with respect to the Shares underlying the Performance Units. During the Performance Period, if the Company pays dividends or makes other distributions on the Common Stock, the Employee shall be entitled to receive from the Company at the time of payout in respect of the Award dividend equivalents for such dividends or other distributions, either in cash, in the case of a cash dividend or cash distribution, or other property, in the case of a non-cash dividend or non-cash distribution, as applicable, in respect of the number of Shares underlying the Performance Units to which the Employee is entitled pursuant hereto, in each case, subject to applicable withholdings and satisfaction thereof (including retaining Shares otherwise issuable) as provided in Section 13.2 of the Plan. No such dividend equivalents will be paid in respect of Performance Units that are forfeited or cancelled. No interest shall be paid on any such dividend equivalents. If the number of the Company’s outstanding Shares is changed as a result of a stock dividend, stock split or the like, without additional consideration to the Company, the Performance Units subject to the Award shall be adjusted to correspond to the change in the Company’s outstanding Shares. Upon the expiration of the Performance Period and payout of the Award, the Employee may exercise voting rights and shall be entitled to receive dividends and other distributions with respect to the number of Shares to which the Employee is entitled pursuant hereto.

(e) Adjustment Based on Change in Duties or Transfer of Employment. The number of Performance Units subject to the Award is based on the assumption that the Employee will continue to be assigned to perform substantially the same duties throughout the Performance Period, and such number of Performance Units may be reduced or increased by the Board or the Board Committee or its designee without formal amendment of the Agreement to reflect a change in assigned duties during the Performance Period. In addition, if the Employee transfers employment from one business unit of the Company or an Affiliate to another business unit or Affiliate during the Performance Period, the Employee shall be eligible to receive the number of Performance Units determined by the Board or the Board Committee or its designee based upon such factors as the Board or the Board Committee or its designee, as the case may be, in its sole discretion may deem appropriate.

2. Prohibition Against Transfer. Until the expiration of the Performance Period and payout of the Award, the Award, the Performance Units subject to the Award, any interest in the Shares related thereto, and the rights granted under these Terms and Conditions and the Agreement are not transferable except by will or by the laws of descent and distribution in the event of the Employee’s death. Without limiting the generality of the foregoing, except as

aforesaid, until the expiration of the Performance Period and payout of the Award, the Award, the Performance Units subject to the Award, any interest in the Shares related thereto, and the rights granted under these Terms and Conditions and the Agreement may not be sold, exchanged, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment, charge, alienation or similar process. Any attempt to effect any of the foregoing shall be null and void and without effect.

3. Forfeiture for Termination of Employment; Exceptions.

(a) Except in the event the Employee ceases to be an employee of the Company as set forth in Section 3(b) (due to death, Disability (as defined below) or Other Disability (as defined below)) or as set forth in Section 4 (due to certain circumstances in connection with a Change in Control of the Company that occurs following the grant date of the Award), it shall be a condition to the vesting of Performance Units and the payment of Shares following the expiration of the Performance Period that the Employee shall have remained continuously in the employ of the Company through the expiration of the first fiscal year of the Performance Period (the “Minimum Vesting Period”), and if the Minimum Vesting Period is not satisfied, the Award and any Performance Units or right to payment of Shares shall be immediately and automatically forfeited upon the Employee’s termination of employment with the Company. Except in the event the Employee ceases to be an employee of the Company as set forth in Section 3(b) (due to death, Disability or Other Disability) or as set forth in Section 4 (due to certain circumstances in connection with a Change in Control of the Company that occurs following the grant date of the Award) or as otherwise provided in the Award Notice, if the Employee ceases to be an employee of the Company following satisfaction of the Minimum Vesting Period but prior to the expiration of the Performance Period:

(i) for any reason other than those described in Section 3(a)(ii) (due to a Qualifying Early Retirement (as defined below) or an involuntary termination by the Company other than for Cause (as defined below)), Section 3(a)(iii) (due to a Qualifying Full Retirement (as defined below)), Section 3(b) or Section 4, all Performance Units subject to the Award shall be immediately and automatically forfeited upon such termination of employment;

(ii) due to (A) a Qualifying Early Retirement (as defined below) or (B) involuntary termination of employment of the Employee by the Company other than for Cause (as defined below), but excluding a termination due to Qualifying Full Retirement, the Employee shall be eligible to receive a pro-rata portion of the payout in respect of the Performance Units which would have been made to the Employee under the Award at the end of the Performance Period determined in accordance with the provisions of Section 1(c) hereof, and the remaining payout and Performance Units subject to the Award shall be immediately and automatically forfeited. Such pro-rata portion shall be measured by a fraction, of which the numerator is the number of days of the Performance Period during which the Employee’s employment continued, and the denominator is the number of days of the Performance Period. The pro-rata portion of the payout in respect of the Performance Units required to be paid under this Section 3(a)(ii) shall be paid to the Employee at the time specified in Section 1(b); or

(iii) due to a Qualifying Full Retirement (as defined below), the Employee shall be entitled to receive a payout in respect of the Performance Units subject to the Award that would have been made to the Employee under the Award at the end of the Performance Period determined in accordance with the provisions of Section 1(c) hereof as though the Employee had continued employment through the end of the Performance Period and at the time specified in Section 1(b).

(b) Except in the event the Employee ceases to be an employee of the Company as set forth in Section 4 herein (due to certain circumstances in connection with a Change in Control of the Company that occurs following the grant date of the Award), if the Employee ceases to be an employee of the Company prior to the expiration of the Performance Period (irrespective of the Minimum Vesting Period) due to the Employee’s (i) death, (ii) Disability or (iii) Other Disability, in each case, prior to a Change in Control covered in Section 4 herein, the Employee’s heirs or beneficiaries or the Employee, as applicable, shall be fully vested in, and entitled to receive a payout in respect of, a pro-rata portion of the number of Performance Units subject to the Award at the target level of performance, as set forth in the Award Notice and/or Statement of Performance Goals (such number, the “Target Number” and such target level, the “Target Performance Level”), and the remaining payout and Performance Units subject to the Award shall be immediately and automatically forfeited. Such pro-rata portion shall be measured by a fraction, of which the numerator is the number of days of the Performance Period during which the Employee’s employment continued, and the denominator is the number of days of the original Performance Period. The Performance Period shall immediately expire upon the Employee’s death, Disability or Other Disability, as applicable, with respect to such pro-rata portion of the Target Number of Performance Units vested pursuant to the provisions of this Section 3(b), and the payout in respect of such Performance Units shall be made as soon as administratively practicable following the immediate expiration of the Performance Period, but in no event later than sixty (60) days following such immediate expiration of the Performance Period.

(c) For purposes of the Agreement:

(i) “Cause” shall have the meaning assigned to such term in the Plan. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. After a Change in Control of the Company that occurs following the grant date of the Award, (A) in the case of an employee who is appointed or elected by the Board as an officer of the Company (an “Officer”), Cause shall not exist unless and until the Company has delivered to the Employee a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board at a meeting of the Board called and held for such purpose (after thirty (30) days’ notice to the Employee and an opportunity for the Employee, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in the definition of “Cause” in the Plan has occurred and specifying the particulars thereof in detail; and (B) the Company must notify the Employee of any event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constitute Cause under the Agreement.

(ii) “Disability” means a total and permanent disability during which the Employee becomes entitled to a disability benefit under Title II of the Federal Social Security Act, as amended from time to time.

(iii) “Other Disability” means a total and permanent disability during which the Employee is entitled to receive disability benefits under the Company’s applicable long- term disability plan or would have been entitled to receive disability benefits under such long-term disability plan had the Employee participated in such plan, which total and permanent disability does not otherwise come within the meaning of Disability.

(iv) “Qualifying Early Retirement” means retirement after age sixty (60) with five (5) or more years of full-time service with the Company but prior to being eligible for a Qualifying Full Retirement; provided, that in order for any such retirement to be a Qualifying Early Retirement, the Employee (A) has given written notice, in form reasonably satisfactory to the Company, to the Employee’s supervisor, with a copy to the Vice President, Chief Human Resources Officer of the Company (or, if the Employee is the Vice President, Chief Human Resources Officer of the Company, to the Chief Executive Officer of the Company) that (1) specifies the Employee’s intent to retire from the Company and the particular intended date of such retirement, which must be at least six (6) months after the date such written notice is given, and (2) has not been preceded by notice from the Company to the Employee of the actual or impending termination of employment of the Employee by the Company; and (B) has remained employed by the Company until the earlier of (x) the particular intended date of such retirement specified in such notice (or such other date as has been mutually agreed in writing between the Company and the Employee) or (y) the date on which the Employee ceases to be an employee of the Company due to death or Disability or involuntary termination of employment of the Employee by the Company other than for Cause, in each case following the delivery of such notice.

(v) “Qualifying Full Retirement” means an Employee’s retirement or involuntary termination of employment by the Company for a reason other than Cause, in either case after the Employee has attained age sixty-five (65) with ten (10) or more years of full-time service with the Company (attainment of such age and years of service is referred to as “Full Retirement Eligible”); provided that in order for an Employee’s retirement to be a Qualifying Full Retirement, the Employee (A) has given written notice, in form reasonably satisfactory to the Company, to the Employee’s supervisor, with a copy to the Vice President, Chief Human Resources Officer of the Company (or, if the Employee is the Vice President, Chief Human Resources Officer of the Company, to the Chief Executive Officer of the Company) that specifies the Employee’s intent to retire from the Company and the particular intended date of such retirement, which must be at least six (6) months after the date such written notice is given; and (B) has remained employed by the Company until the earlier of (1) the particular intended date of such retirement specified in such notice (or such other date as has been mutually agreed in writing between the Company and the Employee) or (2) the date on which the Employee ceases to be an employee of the Company due to death or Disability or involuntary termination of employment of the Employee by the Company other than for Cause, in each case following the delivery of such notice.

4. Change in Control.

(a) Upon a Change in Control of the Company that occurs following the grant date of the Award but prior to the end of the Performance Period, the performance objectives set forth in the Statement of Performance Goals shall be conclusively deemed to have been attained for the Performance Period upon the occurrence of such Change in Control at the Target Performance Level under such performance objectives, or at such greater level of performance as the Board, the Board Committee or its designee may authorize (such level, as so determined, the “Attained Performance Level”), and the Minimum Vesting Period shall not apply. The payout of the Performance Units shall be paid to the Employee at the time specified in Section 1(b); provided, however, that, following such Change in Control but prior to the end of the Performance Period, if the Employee ceases to be an employee of the Company due to:

(i) the Employee’s (A) death, (B) Disability, (C) Other Disability, (D) involuntary termination of employment by the Company other than for Cause, (E) voluntary termination of employment by the Employee for Good Reason, (F) Qualifying Early Retirement or (G) Qualifying Full Retirement, the Performance Period shall immediately expire upon such termination, and the payout of the Performance Units at such Attained Performance Level shall be vested immediately and shall be paid as soon as administratively practicable following such termination, but in no event later than sixty (60) days thereafter; and

(ii) the Employee’s (A) resignation for a reason other than Good Reason or (B) termination for Cause, the payout of the Award shall be forfeited.

Notwithstanding anything in these Terms and Conditions or the Agreement to the contrary, (x) if the Employee’s employment is terminated by the Company other than for Cause, Disability or Other Disability within sixty (60) days prior to a Change in Control of the Company that occurs following the grant date of the Award, and the Employee reasonably demonstrates that such termination was at the request or suggestion of a third party who has indicated an intention or taken steps reasonably calculated to effect such a Change in Control (a “Third Party”) and such a Change in Control involving such Third Party occurs, then for all purposes of these Terms and Conditions and the Agreement, the date of such Change in Control shall mean the date immediately prior to the date of such termination of employment; and (y) if a Change in Control of the Company occurs following the grant date of the Award and the Company or its successor does not assume or continue, or substitute equivalent securities for, the Performance Units, then the Performance Period shall immediately expire upon the effective date of the Change in Control, and the payout of the Performance Units at the Attained Performance Level shall be vested immediately and shall be paid as soon as administratively practicable following such expiration of the Performance Period, but in no event later than sixty (60) days thereafter.

Any payout pursuant to this Section 4 shall be subject to applicable withholdings and satisfaction thereof (including retaining Shares otherwise issuable) as provided in Section 13.2 of the Plan.

(b) For purposes of the Agreement, “Good Reason” means, without the Employee’s express written consent, the occurrence of any of the following events after a Change in Control of the Company that occurs following the grant date of the Award: (i) if the Employee is an Officer immediately prior to such Change in Control, (A) any materially adverse diminution of the Employee’s position(s), duties, responsibilities or status with the Company as

in effect immediately prior to such Change in Control or (B) a material adverse change in the Employee’s reporting responsibilities, titles or offices with the Company as in effect immediately prior to such Change in Control; (ii) a reduction by the Company in the Employee’s rate of annual base salary, annual target cash incentive bonus opportunity or annual target long-term incentive opportunity (including any adverse change in the formula for such annual target cash incentive bonus opportunity and/or annual target long-term incentive opportunity) as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter; or (iii) any requirement of the Company that the Employee (A) be based anywhere more than fifty (50) miles from the facility where the Employee is located at the time of such Change in Control or (B) travel on Company business to an extent substantially greater than the travel obligations of the Employee immediately prior to such Change in Control.

Any event or condition described in this Section 4(b) which occurs prior to a Change in Control of the Company that occurs following the grant date of the Award, but was at the request or suggestion of a Third Party who effectuates such Change in Control, shall constitute Good Reason following such Change in Control for purposes of these Terms and Conditions and the Agreement notwithstanding that it occurred prior to such Change in Control. An isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Employee shall not constitute Good Reason. The Employee must provide notice of termination of employment within ninety (90) days of the Employee’s knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under these Terms and Conditions and the Agreement.

Notwithstanding the foregoing, in the event of a Merger of Equals Transaction that otherwise constitutes a Change in Control, the Board Committee may determine prior to the consummation of such transaction to narrow or eliminate the Good Reason triggers set forth above. For this purpose, a “Merger of Equals Transaction” means a merger, consolidation, share exchange or similar form of corporate reorganization of the Company or any such type of transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders (whether for such transaction or the issuance of securities in the transaction or otherwise) (a “Business Combination”) where (A) more than 40% of the total voting power of the company resulting from such Business Combination (including, without limitation, any company which directly or indirectly has beneficial ownership of 100% of the Company’s then-outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”)) eligible to elect directors of such company is represented by shares that were Company Voting Securities immediately prior to such Business Combination (either by remaining outstanding or being converted), and such voting power is in substantially the same proportion as the voting power of such Company Voting Securities immediately prior to such Business Combination, (B) no person (other than any publicly traded holding company resulting from such Business Combination, or any employee benefit plan sponsored or maintained by the Company (or the company resulting from such Business Combination)) becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the company resulting from such Business Combination, and (C) at least 50% of the members of the board of directors of the company resulting from such Business Combination were Incumbent Directors (as defined in the following clause) at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination; and “Incumbent Directors” means individuals who,

on January 1, 2020, constitute the Board, provided that any person becoming a director subsequent to January 1, 2020, whose appointment, election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors who remain on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall also be deemed to be an Incumbent Director; provided, however, that no individual initially elected, appointed or nominated as a director of the Company as a result of an actual or publicly threatened election contest with respect to directors or any other actual or publicly threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director.

5. Protective Covenants. In consideration of, among other things, the grant of the Award to the Employee, the Employee acknowledges and agrees, by acceptance of the Award, to the following provisions:

(a) Non-Solicitation. During the Protective Covenant Period, the Employee shall not, directly or indirectly, individually or on behalf of any other employer or any other business, person or entity: (i) recruit, induce, Solicit or attempt to recruit, induce or Solicit any Individual Employed by the Company to terminate, abandon or otherwise leave or discontinue employment with the Company; or (ii) hire or cause or assist any Individual Employed by the Company to become employed by or provide services to any other business, person or entity whether as an employee, consultant, contractor or otherwise.

(b) Customer and Potential Customer Non-Interference. During the Protective Covenant Period, the Employee shall not, directly or indirectly, individually or (i) on behalf of any other employer or any other business, person or entity, entice, induce, Solicit or attempt or participate in enticing, inducing or Soliciting, any Customer or Potential Customer of the Company to cease or reduce or refrain from doing business with the Company; or (ii) on behalf of any Competitive Business, entice, induce, Solicit or attempt or participate in enticing, inducing or Soliciting, or accept or attempt or participate in accepting, business from any Customer or Potential Customer of the Covered Unit(s).

(c) Non-Competition. During the Protective Covenant Period, the Employee shall not, directly or indirectly, as an employee, independent contractor, consultant, officer, director, manager, principal, lender or investor engage or otherwise participate in any activities with, or provide services to, a Competitive Business, without the prior written consent of the Vice President, Chief Human Resources Officer of the Company or other designated executive officer of the Company (which consent shall be at such officer’s discretion to give or withhold). Nothing in this Section 5(c) shall preclude the Employee from owning up to 1% of the equity in any publicly traded company.

(d) No Disparagement or Detrimental Comments. During the Employee’s employment with the Company and thereafter, the Employee shall not, directly or indirectly, make or publish, or cause to be made or published, any statement, observation or opinion, whether verbal or written, that criticizes, disparages, defames or otherwise impugns or reasonably may be interpreted to criticize, disparage, defame or impugn, the character, integrity or reputation of the Company or its products, goods, systems or services, or its current or former directors, officers, employees, agents, successors or assigns. Nothing in this Section 5(d) is

intended or should be construed to prevent the Employee from providing truthful testimony or information to any person or entity as required by law or fiduciary duties or as may be necessary in the performance of the Employee’s duties in connection with the Employee’s employment with the Company.

(e) Confidentiality. During the Employee’s employment with the Company and thereafter, the Employee shall not use or disclose, except on behalf of the Company and pursuant to and in compliance with its direction and policies, any Confidential Information of (i) the Company or (ii) any third party received by the Company which the Company is obligated to keep confidential. This Section 5(e) will apply in addition to, and not in derogation of, any other confidentiality or non-disclosure agreement that may exist, now or in the future, between the Employee and the Company.

(f) Consideration and Acknowledgment. The Employee acknowledges and agrees to each of the following: (i) the Employee’s acceptance of the Award and participation in the Plan is voluntary; (ii) the benefits and rights provided by the Agreement and Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic payments; (iii) the benefits and compensation provided under the Agreement are in addition to the benefits and compensation that otherwise are or would be available to the Employee in connection with the Employee’s employment with the Company and the grant of the Award is expressly contingent upon the Employee’s agreement with the Company contained in Sections 5 and 6; (iv) the scope and duration of the restrictions in Section 5 are fair and reasonable; (v) if any provisions of Sections 5(a), (b), (c), (d) or (e), or any part thereof, are held to be unenforceable, the court making such determination shall have the power to revise or modify such provision to make it enforceable to the maximum extent permitted by applicable law and, in its revised or modified form, such provision shall then be enforceable, and if the provision is not capable of being modified or revised so that it is enforceable, it shall be excised from these Terms and Conditions without affecting the enforceability of the remaining provisions; and (vi) the time period of the Employee’s obligations under Sections 5(a), (b) and (c) shall be extended by a period equal to the length of any breach of those obligations by the Employee, in addition to any and all other remedies provided by these Terms and Conditions or otherwise available to the Company at law or in equity. The Employee further understands and acknowledges that nothing contained in the Agreement limits the Employee’s ability (1) to report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other Federal, state or local governmental agency or commission (“Government Agencies”); (2) to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; or (3) under applicable United States Federal law to (x) disclose in confidence trade secrets to Federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or (y) disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(g) Definitions. For purposes of Section 5 of these Terms and Conditions, the following definitions shall apply:

(1) “Competitive Business” means any business, person or entity that is engaged, or planning or contemplating to engage within a period of twelve (12) months, in any business activity that is competitive with the business and business activities engaged in by the Covered Unit(s).

(2) “Confidential Information” means confidential, proprietary or trade secret information, whether or not marked or otherwise designated as confidential, whether in document, electronic or other form, and includes, but is not limited to, information that is not publicly known regarding finances, business and marketing plans, proposals, projections, forecasts, existing and prospective customers, vendor identities, employees and compensation, drawings, manuals, inventions, patent applications, process and fabrication information, research plans and results, computer programs, databases, software flow charts, specifications, technical data, scientific and technical information, test results and market studies.

(3) “Company” means, and shall be deemed to include, the Company and any Subsidiary.

(4) “Covered Unit(s)” means: (i) during the period of the Employee’s employment with the Company, each business unit of the Company; and (ii) following the Employment Termination Date, each business unit of the Company in or for which the Employee was employed or to which the Employee provided services or about which the Employee obtained or had access to Confidential Information, in each case of this clause (ii) at any time within the twenty-four (24)-month period prior to the Employment Termination Date. The Employee acknowledges and agrees that if the Employee is or was employed at a segment level, the Employee is providing or has provided services to and for, and has obtained and has or had access to Confidential Information about, each business unit of such segment; and if the Employee is or was employed at the corporate/headquarters level, the Employee is providing or has provided services to and for, and has obtained and has or had access to Confidential Information about, each business unit of the Company.

(5) “Customer” means, with respect to the Company or the Covered Unit(s), as the case may be, any business, person or entity who purchased any products, goods, systems or services from the Company or such Covered Unit(s) at any time during the preceding twenty-four (24) months (or, if after the Employment Termination Date, the last twenty-four (24) months of the Employee’s employment with the Company) and either with whom the Employee dealt in the course of performing the Employee’s job duties for the Company or about whom the Employee has or had Confidential Information.

(6) “Employment Termination Date” means the date of termination of the Employee’s employment with the Company, voluntarily or involuntarily, for any reason.

(7) “Individual Employed by the Company” means any employee of the Company with whom the Employee dealt in the course of performing the Employee’s job

duties at any time during the preceding twelve (12) months (or, if after the Employment Termination Date, the last twelve (12) months of the Employee’s employment with the Company).

(8) “Potential Customer” means, with respect to the Company or the Covered Unit(s), as the case may be, any business, person or entity targeted during the preceding twelve (12) months (or, if after the Employment Termination Date, the last twelve (12) months of the Employee’s employment with the Company) as a customer to purchase any products, goods, systems or services from the Company or such Covered Unit(s) and (i) with whom the Employee had direct or indirect contact, (ii) for whom the Employee participated in the development or execution of the plan to sell products, goods, systems or services of the Company or such Covered Unit(s), or (iii) about whom the Employee otherwise has or had Confidential Information.

(9) “Protective Covenant Period” means the period of the Employee’s employment with the Company and the twelve (12)-month period following the Employment Termination Date.

(10) “Solicit” and “Soliciting” mean any direct or indirect communication of any kind, regardless of who initiates it, that in any way invites, advises, encourages or requests any person to take or refrain from taking any actions; provided, for purposes of Section 5(a), the term “Solicit” excludes the placement of general advertisements inviting applications for employment that are not targeted to employees of the Company generally or any specific employees of the Company.

6. Remedies for Breach of Section 5.

(a) Forfeiture and Clawback. The Employee agrees, by acceptance of the Award, that if the Employee breaches any provision of Sections 5(a), (b), (c), (d) or (e), in addition to any and all other remedies available to the Company, (i) the Award and all Performance Units subject to the Award and any rights with respect to the Award and such Performance Units shall upon written notice (which may be in electronic form) immediately be forfeited and terminate and be cancelled; and (ii) the Company shall have the right upon written notice (which may be in electronic form) to reclaim and receive from the Employee all Shares and cash, as applicable, issued or paid to the Employee in respect of the Performance Units pursuant to Section 1 above, or to the extent the Employee has transferred such Shares, the Fair Market Value thereof (as of the date such Shares were transferred by the Employee) in cash and any such return of Shares or payment of cash by the Employee which requires action on the part of the Employee shall be made within five (5) business days following receipt of written demand therefore.

(b) Forum. The Employee agrees, by acceptance of the Award, that any judicial action brought with respect to the provisions of Sections 5 or 6 of these Terms and Conditions may be filed in the United States District Court for the Middle District of Florida or in the Circuit Court of Brevard County, Florida and hereby consents to the jurisdiction of such courts and waives any objection he/she may now or hereafter have to such venue.

(c) Change in Control. If a Change in Control of the Company occurs following the grant date of the Award and the Employee ceases thereafter to be an employee of the Company in a circumstance set forth in Section 4 of these Terms and Conditions, the provisions of Sections 5 and 6 shall immediately terminate and be of no further force and effect.

7. Securities Law Requirements. The Company shall not be required to issue Shares pursuant to the Award, to the extent required, unless and until (a) such Shares have been duly listed upon each stock exchange on which the Company’s Common Stock is then registered; and (b) a registration statement under the Securities Act of 1933, as amended, with respect to such Shares is then effective.

8. Board Committee Administration. The Board Committee shall have authority, subject to the express provisions of the Plan as in effect from time to time, to construe these Terms and Conditions and the Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Board Committee necessary or desirable for the administration of the Plan. The Board Committee may correct any defect or supply any omission or reconcile any inconsistency in these Terms and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.

9. Impact of Restatement of Financial Statements upon Awards. If any of the Company’s financial statements are restated, as a result of errors, omissions, or fraud, the Board Committee may (in its sole discretion, but acting in good faith) direct that the Company recover all or a portion of any Award or payment made to the Employee with respect to any fiscal year of the Company the financial results of which are negatively affected by such restatement. The amount to be recovered shall be the amount by which the affected Award or payment exceeded the amount that would have been payable had the financial statements been initially filed as restated, or any greater or lesser amount (including, but not limited to, the entire Award) that the Board Committee shall determine. The Board Committee shall determine whether the Company shall effect any such recovery by: (a) seeking repayment from the Employee; (b) reducing the amount that would otherwise be payable to the Employee under any compensatory plan, program or arrangement maintained by the Company, a Subsidiary or any of its Affiliates; (c) withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Company’s otherwise applicable compensation practices; or (d) any combination of the foregoing or otherwise (subject, in each of subclause (a), (b) and (c), to applicable law, including without limitation, Section 409A of the Code, and the terms and conditions of the applicable plan, program or arrangement). This Section 9 shall be a non-exclusive remedy and nothing in this Section 9 shall preclude the Company from pursuing any other applicable remedies available to it, whether in addition to, or in lieu of this Section 9.

10. Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.

11. Compliance with Section 409A of the Code. The Agreement and the Plan are intended to be exempt from the provisions of Section 409A of the Code to the maximum extent permitted by applicable law. To the extent applicable, it is intended that the Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Employee. For purposes of complying with Section 409A of the Code, the Award shall be treated as payable upon the later to occur of (A) the date on which the Award ceases to be subject to a substantial risk of forfeiture and (B) the earliest of (x) the last day of the Performance Period, (y) the Employee’s separation from service and (z) the Employee’s death. The Agreement and the Plan shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Employee). If the Award is subject to Section 409A of the Code, a retirement or termination of employment shall not be deemed to occur for purposes of any provision of the Agreement providing for the payment of any amounts upon or following retirement or termination of employment unless such retirement or termination is also a “separation from service” within the meaning of Section 409A of the Code, and for purposes of any such provision in the Agreement, references to a “termination,” “termination of employment,” “retire,” “retirement” or like terms shall mean “separation from service.” Notwithstanding anything in the Agreement to the contrary, if the Award is subject to Section 409A of the Code, and if the Employee is a “Specified Employee” (within the meaning of the Company’s Specified Employee Policy for 409A Arrangements) as of the date the Employee ceases to be an employee of the Company, then such payout shall be delayed until and made during the seventh calendar month following the calendar month during which the Employee ceased to be an employee of the Company (or, if earlier, the calendar month following the calendar month of the Employee’s death), to the extent required by Section 409A of the Code. Notwithstanding the foregoing, no particular tax result for the Employee with respect to any income recognized by the Employee in connection with the Agreement is guaranteed, and the Employee solely shall be responsible for any taxes, penalties or interest imposed on the Employee in connection with the Agreement. Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

12. Data Privacy; Electronic Delivery. By acceptance of the Award, the Employee acknowledges and agrees that: (a) data, including the Employee’s personal data, necessary to administer the Agreement may be exchanged among the Company and its Subsidiaries and affiliates as necessary, and with any vendor engaged by the Company to assist in the administration of equity awards; and (b) unless and until revoked in writing by the Employee, information and materials in connection with the Agreement or any awards under the Plan, including, but not limited to, any prospectuses and plan document, may be provided by means of electronic delivery (including by e-mail, by web site access and/or by facsimile).

13. Miscellaneous. These Terms and Conditions and the other portions of the Agreement: (a) shall be binding upon and inure to the benefit of any successor of the Company; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) except as permitted under Sections 3.2, 12 and 13.6 of the Plan and Sections 1(e),

8 and 11 of these Terms and Conditions, may not be amended in a manner that would materially impair the rights of the Employee without the written consent of both the Company and the Employee. The Agreement shall not in any way interfere with or limit the right of the Company or any Subsidiary to terminate the Employee’s employment or service with the Company or any Subsidiary at any time, and no contract or right of employment shall be implied by these Terms and Conditions and the Agreement of which they form a part. For purposes of these Terms and Conditions and the Agreement, (i) employment by the Company or any Subsidiary or a successor to the Company shall be considered employment by the Company, and (ii) the closing of a divestiture or other sale of assets or a business of the Company or any Subsidiary (regardless of transaction structure) that results in the Employee no longer being employed by the Company or any Subsidiary shall, for purposes of Section 3(a)(ii)(B) and Section 4(a)(ii)(A) of these Terms and Conditions, be treated as an involuntary termination of employment of the Employee by the Company other than for Cause (for avoidance of doubt, even if the Employee retains the same employment position with the acquirer following such closing); and (iii) references to “termination of employment,” “cessation of employment,” “ceases to be employed,” “ceases to be an Employee” or similar phrases shall mean the last day actually worked (as determined by the Company), and shall not include any notice period or any period of severance or separation pay or pay continuation (whether required by law or custom or otherwise provided) following the last day actually worked, to the extent consistent with the applicable requirements of Section 409A of the Code; provided, however, that if the Company terminates the Employee’s employment as a result of the Employee’s Disability or Other Disability or as a result of the Employee’s failure to return to work when the Employee does not have, or no longer has, a Disability or Other Disability, then the last day actually worked shall mean the day of such termination, to the extent consistent with the applicable requirements of Section 409A of the Code. If the Award is assumed or a new award is substituted therefor in any corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 424(a) of the Code), employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of the Award to be employment by the Company.

EX-10.3

L3HARRIS TECHNOLOGIES, INC. STOCK OPTION AWARD AGREEMENT TERMS AND CONDITIONS

(As of February 23, 2023)

1. Stock Option Award – Terms and Conditions; Acceptance of Award. Pursuant to the written notice or letter of award (which may be in electronic form) (the “Award Notice”) from L3Harris Technologies, Inc. (the “Company”) to the employee specified in the Award Notice (the “Employee”), the Company has granted to the Employee, on the grant date set forth in the Award Notice (the “Grant Date”) and on the terms and conditions set forth in the Award Notice and herein (these “Terms and Conditions” and together with the Award Notice, the “Agreement”), and under and otherwise subject to the provisions of the Company’s 2015 Equity Incentive Plan (as may be amended from time to time, the “Plan”), a Stock Option Award (the “Award”) consisting of a non-qualified stock option (the “Option”) to purchase such aggregate number of shares of common stock, $1.00 par value per share (the “Common Stock”), of the Company (a “Share”) issuable upon exercise of the Option at such designated exercise price per Share as each is set forth in the Award Notice. The Award must be accepted by the Employee using the acceptance method specified by the Company (which may be in electronic form) within ninety (90) days following the Grant Date (or, if the Employee is on a Company-approved leave of absence from the Company at any time during such 90-day period, then within ninety (90) days following the Employee’s return to active service with the Company from such leave of absence), and if not so accepted, the Award and the Option shall be automatically forfeited.

2. Vesting and Exercisability; Impact of Termination of Employment

(a) Except as set forth in Section 2(d) and Section 2(f), the Option shall not vest or be exercisable to any extent unless the Employee shall have remained continuously in the employ of the Company from the Grant Date through the date that is one (1) year following the Grant Date (the “Minimum Vesting Period”) and if such continuous employment through the Minimum Vesting Period:

(i) Is not satisfied, then the Option shall terminate immediately upon

the Employee’s termination of employment with the Company.

(ii) Is satisfied, then except as otherwise provided in the Award Notice and subject to Section 2(d) and Section 2(f), the Option shall vest and become exercisable at the following times as to the following number of Shares, provided that the Employee shall have remained continuously in the employ of the Company until the applicable time for the Option to vest and become exercisable:

(A) After the end of one (1) year following the Grant Date and prior to the end of two (2) years following the Grant Date, not more than one-third of the aggregate number of Shares set forth in the Award Notice;

(B) After the end of two (2) years following the Grant Date and prior to the end of three (3) years following the Grant Date, not more than two-thirds of the aggregate number of Shares set forth in the Award Notice; and

(C) After the end of three (3) years following the Grant Date, the aggregate number of Shares set forth in the Award Notice.

During the lifetime of the Employee, the Option shall be exercisable only by the Employee and, except as otherwise provided in the Award Notice and subject to Section

2(d) and Section 2(f), only while the Employee continues as an Employee of the Company. Notwithstanding any other provision of these Terms and Conditions and the Agreement, the Option shall expire no later than the Expiration Date (as defined below) and shall not be exercisable thereafter.

(b) Qualifying Retirement. If, after the Employee satisfies continuous employment through the Minimum Vesting Period, the Employee ceases to be an employee of the Company due to:

(i) a Qualifying Early Retirement (as defined below), then the Option (A) to the extent unvested, shall immediately expire and be forfeited and (B) to the extent vested, may be exercised by the Employee but only until the Expiration Date; and

(ii) a Qualifying Full Retirement (as defined below), then the Option (A) to the extent unvested, shall continue to vest and become exercisable as specified in the Plan and the Award Notice as though the Employee continued employment through the applicable vesting date(s), and (B) to the extent vested, may be exercised by the Employee but only until the Expiration Date.

(c) Other Voluntary Termination; Involuntary Termination Other Than forCause. If, after the Employee satisfies continuous employment through the Minimum Vesting Period and before an event described in Section 2(f), the Employee ceases to be an employee of the Company due to either voluntary termination by the Employee for any reason (other than Qualifying Retirement pursuant to and in accordance with Section 2(b)) or involuntary termination by the Company other than for Cause (as defined below), then the Option (i) to the extent unvested, shall immediately expire and be forfeited and (ii) to the extent vested, may be exercised by the Employee but only until the earlier of (A) the date that is ninety (90) days following the date of the Employee so ceasing to be an employee of the Company or (B) the Expiration Date.

(d) Death or Disability. If, irrespective of the Minimum Vesting Period, the Employee ceases to be an employee of the Company due to the Employee’s death or Disability (as defined below), then the Option (i) shall immediately become fully vested and exercisable as to the aggregate number of Shares set forth in the Award Notice (to the extent not previously vested and exercisable as to any or all of such Shares) and (ii) may be exercised by the Employee’s Beneficiary (as defined below) or the Employee, as applicable, but only until the earlier of (A) the date that is one (1) year following the date of the Employee so ceasing to be an employee of the Company or (B) the Expiration Date.

(e) Termination for Cause. If the Employee ceases to be an employee of the Company due to a termination of the Employee’s employment for Cause, then the Option shall

immediately expire and be forfeited in its entirety and shall not be exercisable to any extent, irrespective of whether it previously may have vested and become exercisable.

(f) Change in Control. If, irrespective of the Minimum Vesting Period, a

Change in Control of the Company occurs following the Grant Date and the Employee ceases thereafter to be an employee of the Company prior to the Option otherwise vesting and becoming exercisable as to the aggregate number of Shares set forth in the Award Notice due to either involuntary termination of employment of the Employee by the Company other than for Cause or voluntary termination of employment by the Employee for Good Reason (as defined below), then the Option (i) shall immediately become fully vested and exercisable as to the aggregate number of Shares set forth in the Award Notice (to the extent not previously vested and exercisable as to any or all of such Shares) and (ii) may be exercised by (A) the Employee, but only until the Expiration Date or (B) following the death of the Employee, by the Employee’s Beneficiary, but only until the earlier of (x) the date that is one (1) year following the date of the death of the Employee or (y) the Expiration Date.

Notwithstanding anything in these Terms and Conditions or the Agreement to the contrary, (x) if the Employee’s employment is terminated by the Company other than for Cause or Disability within sixty (60) days prior to a Change in Control of the Company that occurs following the Grant Date, and the Employee reasonably demonstrates that such termination was at the request or suggestion of a third party who has indicated an intention or taken steps reasonably calculated to effect such a Change in Control (a “Third Party”) and such a Change in Control involving such Third Party occurs, then for all purposes of these Terms and Conditions and the Agreement, the date of such Change in Control shall mean the date immediately prior to the date of such termination of employment; and (y) if a Change in Control of the Company occurs following the Grant Date and the Company or its successor does not assume or continue, or substitute equivalent securities for, the Option, or if for any other reason the Option would not continue after such Change in Control, then upon such Change in Control, the Option (i) shall immediately become fully vested and exercisable as to the aggregate number of Shares set forth in the Award Notice (to the extent not previously vested and exercisable as to any or all of such Shares) and (ii) if not exercised (following such accelerated or previous vesting) prior to such Change in Control, the Board Committee may provide for the settlement in cash of the Option, calculated as though the Option was exercised simultaneously with such Change in Control and based on the then Fair Market Value of a Share, and if so settled by the Board Committee, the Option shall automatically terminate. If, in such circumstances, the Board Committee does not provide for the cash settlement of the Option, then the Option shall terminate upon such Change in Control, subject to any provision that has been made by the Board Committee through a plan of reorganization or otherwise for the survival, substitution or exchange of the Option; provided that the Employee shall be given reasonable notice of such intended termination and an opportunity to exercise the Option prior to or upon such Change in Control. The Board Committee may make adjustments pursuant to the Plan and/or deem an acceleration of vesting of the Option pursuant to this paragraph to occur sufficiently prior to an event if necessary or deemed appropriate to permit the Employee to realize the benefits intended to be conveyed with respect to the Shares underlying the Option; provided, however, that, the Board Committee may reinstate the original terms of the Option if the related event does not actually occur. The provisions in this paragraph for the early termination of the Option in connection with a Change in Control of the Company supersede any other provision hereof that otherwise would allow for a longer term of the Option.

(g) For purposes of the Agreement:

(i) “Cause” shall have the meaning assigned to such term in the Plan.

Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. After a Change in Control of the Company that occurs following the Grant Date, (A) in the case of an employee who is appointed or elected by the Board as an officer of the Company (an “Officer”), Cause shall not exist unless and until the Company has delivered to the Employee a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board at a meeting of the Board called and held for such purpose (after thirty (30) days’ notice to the Employee and an opportunity for the Employee, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in the definition of “Cause” in the Plan has occurred and specifying the particulars thereof in detail; and (B) the Company must notify the Employee of any event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constitute Cause under the Agreement.

(ii) “Disability” means a total and permanent disability during which the Employee becomes entitled to a disability benefit under Title II of the Federal Social Security Act, as amended from time to time, or a total and permanent disability during which the Employee is entitled to receive disability benefits under the Company’s applicable long-term disability plan or would have been entitled to receive disability benefits under such long-term disability plan had the Employee participated in such plan.

(iii) “Employee’s Beneficiary” means a beneficiary or beneficiaries designated in writing by the Employee.

(iv) “Expiration Date” means the date that is ten years following the Grant Date.

(v) “Good Reason” means, without the Employee’s express written consent, the occurrence of any of the following events after a Change in Control of the Company that occurs following the Grant Date: (A) if the Employee is an Officer immediately prior to such Change in Control, (1) any materially adverse diminution of the Employee’s position(s), duties, responsibilities or status with the Company as in effect immediately prior to such Change in Control or (2) a material adverse change in the Employee’s reporting responsibilities, titles or offices with the Company as in effect immediately prior to such Change in Control; (B) a reduction by the Company in the Employee’s rate of annual base salary, annual target cash incentive bonus opportunity or annual target long-term incentive opportunity (including any adverse change in the formula for such annual target cash incentive bonus opportunity and/or annual target long-term incentive opportunity) as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter; or (C) any requirement of the Company that the Employee (1) be based anywhere more than fifty (50) miles from the facility where the Employee is located at the time of such Change in Control or (2) travel on

Company business to an extent substantially greater than the travel obligations of the Employee immediately prior to such Change in Control.

Any event or condition described in this Section 2(g)(v) which occurs prior to a Change in Control of the Company that occurs following the Grant Date, but was at the request or suggestion of a Third Party who effectuates such Change in Control, shall constitute Good Reason following such Change in Control for purposes of these Terms and Conditions and the Agreement notwithstanding that it occurred prior to such Change in Control. An isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Employee shall not constitute Good Reason. The Employee must provide notice of termination of employment within ninety (90) days of the Employee’s knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under these Terms and Conditions and the Agreement.

Notwithstanding the foregoing, in the event of a Merger of Equals Transaction that otherwise constitutes a Change in Control, the Board Committee may determine prior to the consummation of such transaction to narrow or eliminate the Good Reason triggers set forth above. For this purpose, a “Merger of Equals Transaction” means a merger, consolidation, share exchange or similar form of corporate reorganization of the Company or any such type of transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders (whether for such transaction or the issuance of securities in the transaction or otherwise) (a “Business Combination”) where (A) more than 40% of the total voting power of the company resulting from such Business Combination (including, without limitation, any company which directly or indirectly has beneficial ownership of 100% of the Company’s then-outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”)) eligible to elect directors of such company is represented by shares that were Company Voting Securities immediately prior to such Business Combination (either by remaining outstanding or being converted), and such voting power is in substantially the same proportion as the voting power of such Company Voting Securities immediately prior to such Business Combination, (B) no person (other than any publicly traded holding company resulting from such Business Combination, or any employee benefit plan sponsored or maintained by the Company (or the company resulting from such Business Combination)) becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the company resulting from such Business Combination, and (C) at least 50% of the members of the board of directors of the company resulting from such Business Combination were Incumbent Directors (as defined in the following clause) at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination; and “Incumbent Directors” means individuals who, on January 1, 2020, constitute the Board, provided that any person becoming a director subsequent to January 1, 2020, whose appointment, election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors who remain on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall also be deemed to be an Incumbent Director; provided, however, that no individual initially elected, appointed or nominated as a director of the Company as a result of an actual or publicly threatened election contest with respect to directors or any other actual or publicly threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director.

(vi) “Qualifying Early Retirement” means retirement after age sixty (60) with five (5) or more years of full-time service with the Company but prior to being eligible for a Qualifying Full Retirement, and “Qualifying Full Retirement” means retirement after age sixty-five (65) with ten (10) or more years of full-time service with the Company; provided, that in order for any such retirement to be a Qualifying Early Retirement or Qualifying Full Retirement, the Employee (A) has given written notice, in form reasonably satisfactory to the Company, to the Employee’s supervisor, with a copy to the Vice President, Chief Human Resources Officer of the Company (or, if the Employee is the Vice President, Chief Human Resources Officer of the Company, to the Chief Executive Officer of the Company) that (1) specifies the Employee’s intent to retire from the Company and the particular intended date of such retirement, which must be at least six (6) months after the date such written notice is given, and (2) has not been preceded by notice from the Company to the Employee of the actual or impending termination of employment of the Employee by the Company; and (B) has remained employed by the Company until the earlier of (1) the particular intended date of such retirement specified in such notice (or such other date as has been mutually agreed in writing between the Company and the Employee) or (2) the date on which the Employee ceases to be an employee of the Company due to death or Disability or involuntary termination of employment of the Employee by the Company other than for Cause, in each case following the delivery of such notice.

3. Exercise of Option. The Option may be exercised by delivering to the Company at the office of Stock Plan Administration (a) a written notice, signed by the person entitled to exercise the Option, stating the designated number of Shares such person then elects to purchase; provided, however, that in the discretion of the Company, notice sent through an approved electronic means may be substituted for a signed, written notice, (b) payment in an amount equal to the full exercise price for the Shares to be purchased, and (c) if the Option is exercised by any person other than the Employee, such as the Employee’s Beneficiary, evidence satisfactory to the Company that such person has the right to exercise the Option. Payment of the exercise price shall be made (x) in cash, (y) in previously acquired Shares, or (z) in any combination of cash and Shares. In addition to the foregoing, subject to the consent of the Company at the time of exercise in a manner consistent with Plan, the Option may be exercised in a “net exercise”, pursuant to which the Company shall reduce the number of Shares issuable upon exercise of the Option by the largest whole number of Shares with an aggregate Fair Market Value that does not exceed such exercise price and shall accept a cash or other payment from the undersigned to the extent of any remaining balance of such exercise price not satisfied by such reduction in the number of whole Shares to be issued (provided, however, that Shares will no longer be outstanding under the Option to the extent of such reduction in the number of whole Shares to be issued that are used to pay such exercise price pursuant to such “net exercise”). Shares tendered in payment of the exercise price that have been acquired through an exercise of a stock option must have been held at least six (6) months prior to exercise of the Option and shall be valued at the Fair Market Value on the date of such exercise. Upon the exercise of the Option, the Company shall cause the Shares in respect of which the Option shall have been so exercised to be issued and delivered by crediting such Shares without restriction on transfer to a book-entry account for the benefit of the Employee or the Employee’s Beneficiary maintained by the Company’s stock transfer agent or its designee, subject to applicable withholdings and satisfaction thereof (including, if the Company elects, through the Company retaining Shares otherwise issuable or cash otherwise to be delivered) as provided in Section 13.2 of the Plan.

The Employee does not have any rights as a shareholder in respect of any Shares as to which the Option shall not have been duly exercised and no rights as a shareholder shall exist prior to the proper exercise of such Option.

4. Prohibition Against Transfer; Designation of Beneficiary. The Option and rights granted by the Company under these Terms and Conditions and the Agreement are not transferable except by will or by the laws of descent and distribution in the event of the Employee’s death. The Employee’s Beneficiary may exercise any rights or receive any benefits under Section 2(d) following the Employee’s death. To be effective, such designation must be made in accordance with such rules and on such form as prescribed by the Company for such purpose, which completed form must be received by the office of Stock Plan Administration prior to the Employee’s death. If the Employee fails to designate a beneficiary, or if no designated beneficiary survives the Employee’s death, the Employee’s estate shall be deemed the Employee’s Beneficiary. Without limiting the generality of the foregoing, except as aforesaid, the Option may not be sold, exchanged, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment, charge, alienation or similar process. Any attempt to effect any of the foregoing shall be null and void and without effect.

5. Protective Covenants. In consideration of, among other things, the grant of the Option to the Employee, the Employee acknowledges and agrees, by acceptance of the Option, to the following provisions:

(a) Non-Solicitation. During the Protective Covenant Period, the Employee shall not, directly or indirectly, individually or on behalf of any other employer or any other business, person or entity: (i) recruit, induce, Solicit or attempt to recruit, induce or Solicit any Individual Employed by the Company to terminate, abandon or otherwise leave or discontinue employment with the Company; or (ii) hire or cause or assist any Individual Employed by the Company to become employed by or provide services to any other business, person or entity whether as an employee, consultant, contractor or otherwise.

(b) Customer and Potential Customer Non-Interference. During the Protective Covenant Period, the Employee shall not, directly or indirectly, individually or (i) on behalf of any other employer or any other business, person or entity, entice, induce, Solicit or attempt or participate in enticing, inducing or Soliciting, any Customer or Potential Customer of the Company to cease or reduce or refrain from doing business with the Company; or (ii) on behalf of any Competitive Business, entice, induce, Solicit, or attempt or participate in enticing, inducing or Soliciting or accept or attempt or participate in accepting, business from any Customer or Potential Customer of the Covered Unit(s).

(c) Non-Competition. During the Protective Covenant Period, the Employee shall not, directly or indirectly, as an employee, independent contractor, consultant, officer, director, manager, principal, lender or investor engage or otherwise participate in any activities with, or provide services to, a Competitive Business, without the prior written consent of the Vice President, Chief Human Resources Officer of the Company or other designated executive officer of the Company (which consent shall be at such officer’s discretion to give or withhold). Nothing in this Section 5(c) shall preclude the Employee from owning up to 1% of the equity in any publicly traded company.

(d) No Disparagement or Detrimental Comments. During the Employee’s employment with the Company and thereafter, the Employee shall not, directly or indirectly, make or publish, or cause to be made or published, any statement, observation or opinion, whether verbal or written, that criticizes, disparages, defames or otherwise impugns or reasonably may be interpreted to criticize, disparage, defame or impugn, the character, integrity or reputation of the Company or its products, goods, systems or services, or its current or former directors, officers, employees, agents, successors or assigns. Nothing in this Section 5(d) is intended or should be construed to prevent the Employee from providing truthful testimony or information to any person or entity as required by law or fiduciary duties or as may be necessary in the performance of the Employee’s duties in connection with the Employee’s employment with the Company.

(e) Confidentiality. During the Employee’s employment with the Company and thereafter, the Employee shall not use or disclose, except on behalf of the Company and pursuant to and in compliance with its direction and policies, any Confidential Information of (i) the Company or (ii) any third party received by the Company which the Company is obligated to keep confidential. This Section 5(e) will apply in addition to, and not in derogation of, any other confidentiality or non-disclosure agreement that may exist, now or in the future, between the Employee and the Company.

(f) Consideration and Acknowledgment. The Employee acknowledges and agrees to each of the following: (i) the Employee’s acceptance of the Award and Option and participation in the Plan is voluntary; (ii) the benefits and rights provided by the Agreement and Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic payments; (iii) the benefits and compensation provided under the Agreement are in addition to the benefits and compensation that otherwise are or would be available to the Employee in connection with the Employee’s employment with the Company and the grant of the Option is expressly contingent upon the Employee’s agreement with the Company contained in Sections 5 and 6; (iv) the scope and duration of the restrictions in Section 5 are fair and reasonable; (v) if any provisions of Sections 5(a), (b), (c), (d) or (e), or any part thereof, are held to be unenforceable, the court making such determination shall have the power to revise or modify such provision to make it enforceable to the maximum extent permitted by applicable law and, in its revised or modified form, such provision shall then be enforceable, and if the provision is not capable of being modified or revised so that it is enforceable, it shall be excised from these Terms and Conditions without affecting the enforceability of the remaining provisions; and (vi) the time period of the Employee’s obligations under Sections 5(a), (b) and (c) shall be extended by a period equal to the length of any breach of those obligations by the Employee, in addition to any and all other remedies provided by these Terms and Conditions or otherwise available to the Company at law or in equity. The Employee further understands and acknowledges that nothing contained in the Agreement limits the Employee’s ability (1) to report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other Federal, state or local governmental agency or commission (“Government Agencies”); (2) to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the

Company; or (3) under applicable United States Federal law to (x) disclose in confidence trade secrets to Federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or (y) disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(g) Definitions. For purposes of Section 5 of these Terms and Conditions, the following definitions shall apply:

(1) “Competitive Business” means any business, person or entity that is engaged, or planning or contemplating to engage within a period of twelve (12) months, in any business activity that is competitive with the business and business activities engaged in by the Covered Unit(s).

(2) “Confidential Information” means confidential, proprietary or trade secret information, whether or not marked or otherwise designated as confidential, whether in document, electronic or other form, and includes, but is not limited to, information that is not publicly known regarding finances, business and marketing plans, proposals, projections, forecasts, existing and prospective customers, vendor identities, employees and compensation, drawings, manuals, inventions, patent applications, process and fabrication information, research plans and results, computer programs, databases, software flow charts, specifications, technical data, scientific and technical information, test results and market studies.

(3) “Company” means, and shall be deemed to include, the Company and any Subsidiary.

(4) “Covered Unit(s)” means: (i) during the period of the Employee’s employment with the Company, each business unit of the Company; and (ii) following the Employment Termination Date, each business unit of the Company in or for which the Employee was employed or to which the Employee provided services or about which the Employee obtained or had access to Confidential Information, in each case of this clause (ii) at any time within the twenty-four (24)-month period prior to the Employment Termination Date. The Employee acknowledges and agrees that if the Employee is or was employed at a segment level, the Employee is providing or has provided services to and for, and has obtained and has or had access to Confidential Information about, each business unit of such segment; and if the Employee is or was employed at the corporate/headquarters level, the Employee is providing or has provided services to and for, and has obtained and has or had access to Confidential Information about, each business unit of the Company.

(5) “Customer” means, with respect to the Company or the Covered Unit(s), as the case may be, any business, person or entity who purchased any products, goods, systems or services from the Company or such Covered Unit(s) at any time during the preceding twenty-four (24) months (or, if after the Employment Termination Date, the last twenty-four (24) months of the Employee’s employment with the Company) and either with whom the Employee dealt in the course of performing the Employee’s job duties for the Company or about whom the Employee has or had Confidential Information.

(6) “Employment Termination Date” means the date of termination of the Employee’s employment with the Company, voluntarily or involuntarily, for any reason, with or without Cause or Good Reason.

(7) “Individual Employed by the Company” means any employee of the Company with whom the Employee dealt in the course of performing the Employee’s job duties at any time during the preceding twelve (12) months (or, if after the Employment Termination Date, the last twelve (12) months of the Employee’s employment with the Company).

(8) “Potential Customer” means, with respect to the Company or the Covered Unit(s), as the case may be, any business, person or entity targeted during the preceding twelve (12) months (or, if after the Employment Termination Date, the last twelve (12) months of the Employee’s employment with the Company) as a customer to purchase any products, goods, systems or services from the Company or such Covered Unit(s) and (i) with whom the Employee had direct or indirect contact, (ii) for whom the Employee participated in the development or execution of the plan to sell products, goods, systems or services of the Company or such Covered Unit(s), or (iii) about whom the Employee otherwise has or had Confidential Information.

(9) “Protective Covenant Period” means the period of the Employee’s employment with the Company and the twelve (12) month period following the Employment Termination Date.

(10) “Solicit” and “Soliciting” mean any direct or indirect communication of any kind, regardless of who initiates it, that in any way invites, advises, encourages or requests any person to take or refrain from taking any actions; provided, for purposes of Section 5(a), the term “Solicit” excludes the placement of general advertisements inviting applications for employment that are not targeted to employees of the Company generally or any specific employees of the Company.

6. Remedies for Breach of Section 5.

(a) Forfeiture and Clawback. The Employee agrees, by acceptance of the Award and the Option, that if the Employee breaches any provision of Sections 5(a), (b), (c), (d) or (e), in addition to any and all other remedies available to the Company, (i) the Option, whether vested or unvested, shall upon written notice (which may be in electronic form) immediately terminate and lapse and shall no longer be exercisable as to any Shares; and (ii) the Employee shall within five (5) business days following receipt of written demand therefore pay to the Company in cash, the amount of the excess of the Fair Market Value on the exercise date of any Shares the Employee acquired upon exercise of the Option (other than any Shares acquired upon exercise of the Option more than twelve (12) months before (x) the Employment Termination Date in the situation where the Employee is no longer employed by the Company, or (y) the date of such breach in the situation where the Employee is employed by the Company), over the exercise price for such Shares.

(b) Forum. The Employee agrees, by acceptance of the Option, that any judicial action brought with respect to the provisions of Sections 5 or 6 of these Terms and Conditions may be filed in the United States District Court for the Middle District of Florida or in the Circuit Court of Brevard County, Florida and hereby consents to the jurisdiction of such courts and waives any objection he/she may now or hereafter have to such venue.

(c) Change in Control. If a Change in Control of the Company occurs following the Grant Date and the Employee ceases thereafter to be an employee of the Company in a circumstance set forth in Section 2(f) herein, the provisions of Sections 5 and 6 shall immediately terminate and be of no further force and effect.

7. Securities Law Requirements. The Company shall not be required to issue shares upon exercise of the Option unless and until: (a) such shares have been duly listed upon each stock exchange on which the Company’s Common Stock is then registered; and (b) a registration statement under the Securities Act of 1933, as amended, with respect to such Shares is then effective.

8. Board Committee Administration. The Board Committee shall have authority, subject to the express provisions of the Plan as in effect from time to time, to construe these Terms and Conditions and the Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Board Committee necessary or desirable for the administration of the Plan. The Board Committee may correct any defect or supply any omission or reconcile any inconsistency in these Terms and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.

9. Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.

10. Compliance with Section 409A of the Code. The Agreement and the Plan are intended to be exempt from the provisions of Section 409A of the Code to the maximum extent permitted by applicable law. To the extent applicable, it is intended that the Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Employee. The Agreement and the Plan shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Employee). If the Award is subject to Section

409A of the Code, a retirement or termination of employment shall not be deemed to occur for purposes of any provision of the Agreement providing for the payment of any amounts upon or following retirement or termination of employment unless such retirement or termination is also a “separation from service” within the meaning of Section 409A of the Code, and for purposes of any such provision in the Agreement, references to a “termination,” “termination of employment,” “retire,” “retirement” or like terms shall mean “separation from service.”

Notwithstanding anything in the Agreement to the contrary, if the Award is subject to Section 409A of the Code, and if the Employee is a “Specified Employee” (within the meaning of the Company’s Specified Employee Policy for 409A Arrangements) as of the date the Employee ceases to be an employee of the Company, then if there is a payout of the Award, such payout shall be delayed until and made during the seventh calendar month following the calendar month during which the Employee ceased to be an employee of the Company (or, if earlier, the calendar month following the calendar month of the Employee’s death) to the extent required by Section 409A of the Code. Notwithstanding the foregoing, no particular tax result for the Employee with respect to any income recognized by the Employee in connection with the Agreement is guaranteed, and the Employee solely shall be responsible for any taxes, penalties or interest imposed on the Employee in connection with the Agreement. Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

11. Data Privacy; Electronic Delivery. By acceptance of the Award and the Option, the Employee acknowledges and agrees that: (a) data, including the Employee’s personal data, necessary to administer the Agreement may be exchanged among the Company and its Subsidiaries and affiliates as necessary, and with any vendor engaged by the Company to assist in the administration of equity awards; and (b) unless and until revoked in writing by the Employee, information and materials in connection with the Agreement or any awards under the Plan, including, but not limited to, any prospectuses and plan document, may be provided by means of electronic delivery (including by e-mail, by web site access and/or by facsimile).

12. Miscellaneous. These Terms and Conditions and the other portions of the Agreement: (a) shall be binding upon and inure to the benefit of any successor of the Company; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) except as permitted under Sections 3.2, 12 and 13.6 of the Plan and Section 8 and

10 of these Terms and Conditions, may not be amended in a manner that would materially impair the rights of the Employee without the written consent of both the Company and the Employee. The Agreement shall not in any way interfere with or limit the right of the Company or any Subsidiary to terminate the Employee’s employment or service with the Company or any Subsidiary at any time, and no contract or right of employment shall be implied by these Terms and Conditions and the Agreement of which they form a part. For purposes of these Terms and Conditions and the Agreement, (i) employment by the Company or any Subsidiary or a successor to the Company shall be considered employment by the Company; (ii) the closing of a divestiture or other sale of assets or a business of the Company or any Subsidiary (regardless of transaction structure) that results in the Employee no longer being employed by the Company or any Subsidiary shall, for purposes of Section 2(c) and Section 2(f) of these Terms and Conditions, be

treated as an involuntary termination of employment of the Employee by the Company other than for Cause (for avoidance of doubt, even if the Employee retains the same employment position with the acquirer following such closing); and (iii) references to “termination of employment,” “cessation of employment,” “ceases to be employed,” “ceases to be an employee” or similar phrases shall be deemed to have occurred as of the last day actually worked (as determined by the Company), and shall not include any notice period or any period of severance

or separation pay or pay continuation (whether required by law or custom or otherwise provided) following the last day actually worked, provided, however, if the Award is subject to Section 409A of the Code and further such determination of the last day worked shall be consistent with the applicable requirements of Section 409A of the Code; provided, however, that if the Company terminates the Employee’s employment as a result of the Employee’s Disability or as a result of the Employee’s failure to return to work when the Employee does not have, or no longer has, a Disability, then the last day actually worked shall mean the day of such termination, and, if the Award is subject to Section 409A of the Code, the day of such termination is consistent with the applicable requirements of Section 409A of the Code. If the Award is assumed or a new award is substituted therefor in any corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 424(a) of the Code), employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of the Award to be employment by the Company.

EX-10.4

Exhibit 10.4

AMENDMENT NUMBER TWELVE

TO THE

L3HARRIS RETIREMENT SAVINGS PLAN

WHEREAS, L3Harris Technologies, Inc., a Delaware corporation (“L3Harris”), heretofore has adopted and maintains the L3Harris Retirement Savings Plan, as amended and restated effective January 1, 2021 (the "Plan");

WHEREAS, pursuant to Section 17.1 of the Plan, the Employee Benefits Committee of L3Harris (the “Committee”) has the authority to amend the Plan;

WHEREAS, pursuant to Section 13.3 of the Plan, the Committee has delegated certain of such amendment authority to the head of global benefits of L3Harris (currently, the Senior Director, Global Benefits) (the “Head of Global Benefits”);

WHEREAS, L3Harris has entered into a Sale Agreement with NV5 Global, Inc. and NV5 Geospatial, Inc. (“Purchasers”) dated as of December 21, 2022 pursuant to which L3Harris and its subsidiaries are selling to Purchasers L3Harris’ geospatial business operated within the Space Systems sector of L3Harris’ Space and Airborne Systems segment, as conducted in part by its U.S. subsidiary, L3Harris Geospatial Solutions, Inc. (such agreement, as it may be amended from time to time, the “Sale Agreement”);

WHEREAS, as a result of such sale all “Continuing U.S. Employees” (for all purposes of this Amendment, as such term is defined in the Sale Agreement) will cease to participate in the Plan;

WHEREAS, the Sale Agreement provides that effective as of the “Closing Date” (for all purposes of this Amendment, as such term is defined in the Sale Agreement), each Continuing U.S. Employee shall become fully vested in his or her account balance in the Plan; and

WHEREAS, the Head of Global Benefits desires to amend the Plan to reflect the above-described term of the Sale Agreement.

NOW, THEREFORE, BE IT RESOLVED, that Schedule B of the Plan, Special Rules Applying to Divestiture Accounts and Divestiture Participants, is hereby amended, contingent upon the occurrence of the “Closing” (as such term is defined in the Sale Agreement) and effective as of the Closing Date, to add a new paragraph at the end thereof as follows:

15.    Divestiture of L3Harris Geospatial Solutions, Inc. and the Space SystemsGeospatial Business

(a) In General. The Company has entered into a Sale Agreement with NV5 Global, Inc. and NV5 Geospatial, Inc. dated as of December 21, 2022 pursuant to which the Company and its subsidiaries are selling the Company’s geospatial business operated within the Space Systems sector of the Company’s Space and Airborne Systems segment, as conducted in part by its U.S. subsidiary, L3Harris Geospatial Solutions, Inc. (such

Exhibit 10.4

agreement, as it may be amended from time to time, the “Geospatial Solutions Sale Agreement”).

(b) Vesting. Notwithstanding any other provision in the Plan, effective as of the “Closing Date” (as such term is defined in the Geospatial Solutions Sale Agreement), the “Continuing U.S. Employees” (as such term is defined in the Geospatial Solutions Sale Agreement) shall be 100% vested in their Accounts under the Plan.

APPROVED by the HEAD OF GLOBAL BENEFITS on this 1st day of March, 2023.

/s/ Allison Oncel            

Allison Oncel

Senior Director, Global Benefits

EX-15

Exhibit 15

Acknowledgment of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of L3Harris Technologies, Inc.:

We are aware of the incorporation by reference of our report dated April 28, 2023, relating to the unaudited condensed consolidated interim financial statements of L3Harris Technologies, Inc. that is included in its Form 10-Q for the quarter ended March 31, 2023, in the following Registration Statements of L3Harris Technologies, Inc.:    

Form S-3	No. 333-233827	L3Harris Technologies, Inc. Debt and Equity Securities
Form S-8	No. 333-232482	L3 Technologies, Inc. Amended and Restated 2008 Long Term Performance Plan; L3 Technologies, Inc. Master Savings Plan; and Aviations Communications & Surveillance Systems 401(k) Plan
Form S-8	No. 333-222821	Harris Corporation Retirement Plan
Form S-8	No. 333-192735	Harris Corporation Retirement Plan
Form S-8	No. 333-163647	Harris Corporation Retirement Plan
Form S-8	No. 333-75114	Harris Corporation Retirement Plan
Form S-8	No. 333-130124	Harris Corporation 2005 Equity Incentive Plan
Form S-8	No. 333-207774	L3Harris Technologies, Inc. 2015 Equity Incentive Plan

/s/ Ernst & Young LLP

Orlando, Florida

April 28, 2023

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Christopher E. Kubasik, Chair and Chief Executive Officer of L3Harris Technologies, Inc., certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarter year ended March 31, 2023 of L3Harris Technologies, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2023	/s/ Christopher E. Kubasik
	Name:	Christopher E. Kubasik
	Title:	Chair and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Michelle L. Turner, Senior Vice President and Chief Financial Officer of L3Harris Technologies, Inc., certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarter year ended March 31, 2023 of L3Harris Technologies, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2023	/s/ Michelle L. Turner
	Name:	Michelle L. Turner
	Title:	Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification

Pursuant to Section 1350 of Chapter 63 of Title 18 of the

United States Code as Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

In connection with the filing of the Quarterly Report on Form 10-Q of L3Harris Technologies, Inc. (“L3Harris”) for the quarter year ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Christopher E. Kubasik, Chair and Chief Executive Officer of L3Harris, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of L3Harris as of the dates and for the periods expressed in the Report.

Date: April 28, 2023	/s/ Christopher E. Kubasik
	Name:	Christopher E. Kubasik
	Title:	Chair and Chief Executive Officer

EX-32.2

Exhibit 32.2

Certification

Pursuant to Section 1350 of Chapter 63 of Title 18 of the

United States Code as Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

In connection with the filing of the Quarterly Report on Form 10-Q of L3Harris Technologies, Inc. (“L3Harris”) for the quarter year ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Michelle L. Turner, Senior Vice President and Chief Financial Officer of L3Harris, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of L3Harris as of the dates and for the periods expressed in the Report.

Date: April 28, 2023	/s/ Michelle L. Turner
	Name:	Michelle L. Turner
	Title:	Senior Vice President and Chief Financial Officer

XML

COVER - shares	3 Months Ended
	Mar. 31, 2023	Apr. 21, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	1-3863
Entity Registrant Name	L3HARRIS TECHNOLOGIES, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	34-0276860
Entity Address, Address Line One	1025 West NASA Boulevard
Entity Address, City or Town	Melbourne,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32919
City Area Code	321
Local Phone Number	727-9100
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	LHX
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		189,453,379
Current Fiscal Year End Date	--12-29
Entity Central Index Key	0000202058
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1

XML

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2023	Apr. 01, 2022
Income Statement [Abstract]
Revenue from product sales and services	$ 4,471	$ 4,103
Cost of product sales and services	(3,305)	(2,860)
Engineering, selling and administrative expenses	(773)	(745)
Non-operating income, net	82	106
Interest expense, net	(102)	(68)
Income before income taxes	373	536
Income taxes	(34)	(61)
Net income	339	475
Noncontrolling interests, net of income taxes	(2)	0
Net income attributable to L3Harris Technologies, Inc.	$ 337	$ 475
Net income per common share attributable to L3Harris Technologies, Inc. common shareholders
Basic (in dollars per share)	$ 1.77	$ 2.46
Diluted (in dollars per share)	$ 1.76	$ 2.44
Basic weighted average common shares outstanding (in shares)	190.2	193.2
Diluted weighted average common shares outstanding (in shares)	191.2	195.1

XML

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Apr. 01, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 339	$ 475
Other comprehensive income:
Foreign currency translation gain (loss), net of income taxes	7	(3)
Net unrealized gain on hedging derivatives, net of income taxes	5	5
Other comprehensive income, recognized during the period	12	2
Reclassification adjustments for gains included in net income	(12)	(6)
Other comprehensive loss, net of income taxes:	0	(4)
Total comprehensive income	339	471
Comprehensive income attributable to noncontrolling interests	(2)	0
Total comprehensive income attributable to L3Harris Technologies, Inc.	$ 337	$ 471

XML

CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) $ in Millions	Mar. 31, 2023	Dec. 30, 2022
Current Assets
Cash and cash equivalents	$ 545	$ 880
Receivables, net of allowances for collection losses of $38 and $40, respectively	1,231	1,251
Contract assets	3,274	2,987
Inventories	1,541	1,291
Income taxes receivable	41	40
Other current assets	307	258
Assets of business held for sale	61	47
Total current assets	7,000	6,754
Non-current Assets
Property, plant and equipment, net	2,133	2,104
Operating lease right-of-use assets	756	756
Goodwill	18,291	17,283
Other intangible assets, net	6,688	6,001
Deferred income taxes	74	73
Other non-current assets	565	553
Total assets	35,507	33,524
Current Liabilities
Short-term debt	2	2
Accounts payable	2,054	1,945
Contract liabilities	1,525	1,400
Compensation and benefits	285	398
Other accrued items	946	818
Income taxes payable	508	376
Current portion of long-term debt, net	811	818
Liabilities of business held for sale	20	19
Total current liabilities	6,151	5,776
Non-current Liabilities
Defined benefit plans	208	262
Operating lease liabilities	735	741
Long-term debt, net	8,220	6,225
Deferred income taxes	570	719
Other long-term liabilities	1,215	1,177
Total liabilities	17,099	14,900
Shareholders’ Equity:
Preferred stock, without par value; 1,000,000 shares authorized; none issued	0	0
Common stock, $1.00 par value; 500,000,000 shares authorized; issued and outstanding 189,360,959 and 190,611,458 shares at March 31, 2023 and December 30, 2022, respectively	189	191
Other capital	15,407	15,677
Retained earnings	2,998	2,943
Accumulated other comprehensive loss	(288)	(288)
Total shareholders’ equity	18,306	18,523
Noncontrolling interests	102	101
Total equity	18,408	18,624
Total liabilities and equity	$ 35,507	$ 33,524

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CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 30, 2022
Shareholders’ Equity:
Accounts receivable, allowance for credit loss, current	$ 38	$ 40
Preferred shares, authorized (in shares)	1,000,000	1,000,000
Preferred shares, issued (in shares)	0	0
Common shares, par value (in dollars per share)	$ 1.00	$ 1.00
Common shares, authorized (in shares)	500,000,000	500,000,000
Common shares, issued (in shares)	189,360,959	190,611,458
Common shares, outstanding (in shares)	189,360,959	190,611,458

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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Apr. 01, 2022
Operating Activities
Net income	$ 339	$ 475
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of acquisition-related intangibles	165	152
Depreciation and other amortization	85	80
Share-based compensation	23	28
Share-based matching contributions under defined contribution plans	57	55
Pension and other postretirement benefit plan income	(71)	(99)
Deferred income taxes	(115)	(162)
(Increase) decrease in:
Receivables, net	48	(239)
Contract assets	(269)	(93)
Inventories	(86)	(108)
Other current assets	(40)	(25)
Increase (decrease) in:
Accounts payable	90	(43)
Contract liabilities	97	(16)
Compensation and benefits	(115)	(154)
Other accrued items	63	(12)
Income taxes	130	203
Other operating activities	(51)	(3)
Net cash provided by operating activities	350	39
Investing Activities
Net cash paid for acquired business	(1,973)	0
Additions to property, plant and equipment	(71)	(55)
Cash used for equity investments	(5)	(9)
Other investing activities	1	0
Net cash used in investing activities	(2,048)	(64)
Financing Activities
Proceeds from borrowings, net of issuance cost	2,248	1
Repayments of borrowings	(255)	(5)
Proceeds from exercises of employee stock options	11	30
Repurchases of common stock	(396)	(308)
Cash dividends	(220)	(218)
Tax withholding payments associated with vested share-based awards	(26)	(12)
Other financing activities	(1)	(1)
Net cash provided by (used in) financing activities	1,361	(513)
Effect of exchange rate changes on cash and cash equivalents	2	(1)
Net decrease in cash and cash equivalents	(335)	(539)
Cash and cash equivalents, beginning of period	880	941
Cash and cash equivalents, end of period	$ 545	$ 402

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CONDENSED CONSOLIDATED STATEMENT OF EQUITY - USD ($) $ in Millions	Total	Common Stock	Other Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Non-controlling Interests
Beginning balance at Dec. 31, 2021	$ 19,319	$ 194	$ 16,248	$ 2,917	$ (146)	$ 106
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	475			475
Other comprehensive loss, net of income taxes	(4)				(4)
Shares issued under stock incentive plans	30		30
Shares issued under defined contribution plans	55		55
Share-based compensation expense	28		28
Tax withholding payments on share-based awards	(12)		(12)
Repurchases and retirement of common stock	(308)	(1)	(260)	(47)
Cash dividends	(218)			(218)
Other	2			1		1
Ending balance at Apr. 01, 2022	19,366	193	16,089	3,128	(150)	106
Beginning balance at Dec. 30, 2022	18,624	191	15,677	2,943	(288)	101
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	339			337		2
Other comprehensive loss, net of income taxes	0				0
Shares issued under stock incentive plans	11		11
Shares issued under defined contribution plans	57		57
Share-based compensation expense	23		23
Tax withholding payments on share-based awards	(26)		(26)
Repurchases and retirement of common stock	(396)	(2)	(332)	(62)
Cash dividends	(220)			(220)
Distributions to noncontrolling interests	(1)					(1)
Other	(4)		(3)			(1)
Ending balance at Mar. 31, 2023	$ 18,408	$ 189	$ 15,407	$ 2,998	$ (288)	$ 102

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CONDENSED CONSOLIDATED STATEMENT OF EQUITY (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2023	Apr. 01, 2022
Retained Earnings
Cash dividends (in dollars per share)	$ 1.14	$ 1.12

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE A: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements include the accounts of L3Harris Technologies, Inc. and its consolidated subsidiaries. As used in these Notes to the Condensed Consolidated Financial Statements (these "Notes"), the terms “L3Harris,” “Company,” “we,” “our” and “us” refer to L3Harris Technologies, Inc. and its consolidated subsidiaries. Intracompany transactions and accounts have been eliminated.

The accompanying Condensed Consolidated Financial Statements have been prepared by L3Harris in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all information and footnotes necessary for a complete presentation of financial condition, results of operations, cash flows and equity in conformity with GAAP for annual financial statements and are not necessarily indicative of the results that may be expected for the full fiscal year or any subsequent period.

In the opinion of management, such interim financial statements reflect all adjustments (including normal recurring adjustments) considered necessary for a fair presentation of our financial condition, results of operations, cash flows and equity for the periods presented therein. The balance sheet at December 30, 2022 has been derived from our audited financial statements, but does not include all of the information and footnotes required by GAAP for annual financial statements. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2022 (our "Fiscal 2022 Form 10-K").

Business Realignment. Effective for fiscal 2023, which began December 31, 2022, we adjusted our reporting to better align our businesses and transferred our Agile Development Group (“ADG”) business from our Integrated Mission Systems ("IMS") segment to our Space & Airborne Systems (“SAS”) segment.

The historical results, discussion and presentation of our business segments as set forth in the accompanying Condensed Consolidated Financial Statements and these Notes reflect the impact of these changes for all periods presented in order to present segment information on a comparable basis. There is no impact on our previously reported consolidated statements of operations, balance sheets, statements of cash flows or statements of equity resulting from these changes.

See Note G: Goodwill and Other Intangible Assets and Note O: Business Segment Information in these Notes for further information.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying Condensed Consolidated Financial Statements and these Notes and related disclosures. These estimates and assumptions are based on experience and other information available prior to issuance of the accompanying Condensed Consolidated Financial Statements and these Notes. Materially different results can occur as circumstances change and additional information becomes known.

Reclassifications

The classification of certain prior year amounts have been adjusted in our Condensed Consolidated Financial Statements and these Notes to conform to current year classifications.

Accounting Standards UpdatesIn October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification ("ASC") 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted the new standard effective December 31, 2022. On January 3, 2023, we completed the acquisition of Viasat, Inc.’s (“Viasat”) Tactical Data Link product line (“TDL”) and applied the provisions of ASU 2021-08 in our purchase accounting for TDL. The adoption of the new standard did not have a material impact on our operating results, financial position, or cash flows. For more information regarding the TDL acquisition see Note B: Acquisitions and Divestitures

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ACQUISITIONS AND DIVESTITURES

3 Months Ended

Mar. 31, 2023

Business Combinations [Abstract]

ACQUISITIONS AND DIVESTITURES

NOTE B: ACQUISITIONS AND DIVESTITURES

Acquisition of Viasat, Inc.’s TDL

On January 3, 2023, we completed the acquisition of TDL for a purchase price of $1.958 billion. The acquisition qualified as a business acquisition and enhances our networking capability and provides immediate access to the ubiquitous Link 16 waveform, better positioning us to enable the U.S. Department of Defense (“DoD”) integrated architecture goal in joint all-domain command and control (“JADC2”).

In connection with the acquisition, on November 22, 2022, we established a $2.25 billion, three-year senior unsecured term loan facility by entering into a Loan Agreement (“Term Loan 2025”) with a syndicate of lenders. We used borrowings under Term Loan 2025 to finance the acquisition. See Note H: Debt and Credit Arrangements in these Notes for further information regarding Term Loan 2025.

Net assets and results of operations of TDL are reflected in our financial results commencing on January 3, 2023, the acquisition date, and are reported within our Communication Systems (“CS”) segment.

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 closing 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.

Purchase Price Allocation. We accounted for the acquisition of TDL using the acquisition method of accounting, with assets acquired and liabilities assumed recorded at a preliminary fair value of consideration transferred of $1.974 billion, based on information currently available, with any excess of the purchase price over the fair value of assets acquired and liabilities assumed recorded as goodwill.

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)	January 3, 2023
Receivables	$	28
Contract assets	18
Inventories	164
Other current assets	9
Property, plant and equipment	50
Operating lease right-of-use assets	12
Goodwill	1,014
Other intangible assets	850
Deferred income tax	33
Other non-current assets	6
Total assets acquired	$	2,184
Accounts payable	$	20
Contract liabilities	28
Compensation and benefits	2
Other accrued items	119
Operating lease liabilities	10
Other long-term liabilities	31
Total liabilities assumed	$	210
Net assets acquired	$	1,974

Our preliminary estimates and assumptions are subject to change as we obtain additional information during the measurement period (up to one year from the acquisition date); therefore, these provisional measurements of the acquired assets and liabilities assumed are subject to change.

All intangible assets acquired in the TDL acquisition are subject to amortization. The preliminary fair value of identifiable intangible assets acquired as of the acquisition date are as following:

	Total		Useful Lives
	(In millions)		(In Years)
Developed technology	$	358	17
Customer relationships:(1)
Backlog	25		2
Government programs	467		15
Total customer relationships	492
Total identifiable intangible assets acquired	$	850

_______________

(1)TDL had backlog and government programs intangible assets that we classified as customer relationships.

We determined the fair value of assets acquired and liabilities assumed by using available market information and various valuation methods that require judgment related to estimations. The use of different estimates could produce different results. The fair value of intangible assets are estimated using the relief from royalty method for the acquired developed technology and the multi-period excess earnings method for the acquired customer relationships. Both of these level 3 fair value methods are income-based valuation approaches, which require judgment to estimate appropriate discount rates, royalty rates related to the developed technology intangible assets, revenue growth attributable to the intangible assets and remaining useful lives. The fair value of inventory was estimated using the replacement cost approach and comparative sales method, which require estimates of replacement cost for raw materials and estimates of expected sales price less costs to complete and dispose of the inventory, plus a profit margin for efforts incurred for the work in progress and finished goods.

As of March 31, 2023, we have recorded a preliminary forward loss provision of $83 million in connection with certain acquired contracts of which $83 million was included in the “Other accrued items” line item in our Condensed Consolidated Balance Sheet. The forward loss provisions will be recognized as a reduction to cost of sales as we incur costs to satisfy the associated performance obligations. There will be no net impact on our Condensed Consolidated Statement of Operations. We recognized $8 million in the quarter ended March 31, 2023 for amortization of the loss provision.

We have identified certain contractual obligations with customers with economic returns that are higher or lower than could be realized in market transactions as of the acquisition date and have recorded liabilities for the preliminary acquisition date fair value of the off-market components. The preliminary acquisition date fair value of the off-market components is a net liability of $57 million, consisting of $31 million and $26 million included in the“Other accrued items” and “Other long-term liabilities” line items in our Condensed Consolidated Balance Sheet, respectively, and exclude any amounts already recognized in forward loss provisions (see discussion in the preceding paragraph). We measured the fair value of these components as the amount by which the terms of the contract with the customer deviates from the terms that a market participant could have achieved at the acquisition date. The off-market components of these contracts will be recognized as an increase to revenue as we incur costs to satisfy the associated performance obligations. We recognized $9 million in the quarter ended March 31, 2023 for amortization of off-market contract liabilities. Future estimated revenue from the amortization of off-market contract liabilities (based on the estimated pattern of cash flows to be incurred to satisfy associated performance obligations) is $22 million in the remainder of 2023, $26 million in 2024, and immaterial amounts thereafter.

Goodwill. The $1.014 billion of goodwill recognized is attributable to the assembled workforce, in addition to synergies to be realized through integration with existing CS businesses and growth opportunities in the space domain. The acquired goodwill is tax deductible. See Note G: Goodwill and Other Intangible Assets in these Notes for further information.

Financial Results. Revenue and income before income taxes of TDL included in our Condensed Consolidated Statement of Operations from the acquisition date through March 31, 2023 are $81 million and $26 million, respectively. In the same period of calendar year 2022, revenue and income before income taxes of Viasat’s TDL were $94 million and $8 million, respectively.

Acquisition-Related Costs. Acquisition-related costs have been expensed as incurred. In connection with the TDL acquisition, we recorded $31 million of transaction and integration costs, which are included in Engineering, selling and administrative expenses in our Condensed Consolidated Statement of Operations for the quarter ended March 31, 2023.

Pending Acquisition of Aerojet Rocketdyne Holdings, Inc. (“AJRD”)

On December 17, 2022, we entered into a definitive agreement to acquire AJRD in an all-cash transaction for a purchase price of approximately $4.7 billion. The transaction is expected to close in fiscal 2023. In connection with the pending acquisition, during the quarter ended March 31, 2023, we entered into a revolving credit facility and a commercial paper program. See Note H: Debt and Credit Arrangements in these Notes and Note 3: Acquisitions in our Fiscal 2022 Form 10-K for further information regarding the pending AJRD acquisition and related funding.

Divestiture of Visual Information Solutions (“VIS”)

On December 21, 2022, we entered into a definitive agreement to sell our VIS business. 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. During the quarter ended March 31, 2023, we assigned an additional $9 million of goodwill to our VIS business. The carrying amounts of the assets and liabilities of our VIS business are classified as held for sale in our Condensed Consolidated Balance Sheet as of March 31, 2023 and December 30, 2022.

On April 6, 2023, subsequent to the quarter ended March 31, 2023, we completed the sale of VIS for $70 million in cash, subject to customary adjustments. See Note Q: Subsequent Events in these Notes for further information.

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STOCK OPTIONS AND OTHER SHARE-BASED COMPENSATION

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

STOCK OPTIONS AND OTHER SHARE-BASED COMPENSATION

NOTE C: STOCK OPTIONS AND OTHER SHARE-BASED COMPENSATION

At March 31, 2023, we had stock options or other share-based compensation awards outstanding under several employee stock incentive plans (“L3Harris SIPs”). The compensation cost related to our share-based awards that was charged against income for the quarters ended March 31, 2023 and April 1, 2022 was $23 million and $28 million, respectively.

Awards granted to participants under L3Harris SIPs and the weighted-average grant-date fair value per share during the quarters ended March 31, 2023 and April 1, 2022 are as follows:

	Quarter Ended March 31, 2023			Quarter Ended April 1, 2022
(In millions, except per share amounts)	Shares	Weighted-Average Grant-Date Fair Value Per Share		Shares	Weighted-Average Grant-Date Fair Value Per Share
Stock options granted(1)	0.4	$	54.81	0.4	$	53.42
Restricted stock and restricted stock units granted(2)	0.1	$	210.84	0.2	$	220.97
Performance share units granted(3)	0.2	$	223.09	0.2	$	258.83

_______________

(1)Other than certain stock options granted in connection with new hires, our stock options generally step-vest in equal amounts over a three-year period.

(2)Other than certain restricted stock units granted in connection with new hires, our restricted stock and restricted stock units generally vest on a three-year cliff.

(3)Our performance share units are subject to performance criteria and generally vest after the three-year performance period.

See Note 15: Stock Options and Other Share-Based Compensation in our Fiscal 2022 Form 10-K for additional information regarding the L3Harris SIPs.

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ACCUMULATED OTHER COMPREHENSIVE LOSS ("AOCI")

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

ACCUMULATED OTHER COMPREHENSIVE LOSS ("AOCI")

NOTE D: ACCUMULATED OTHER COMPREHENSIVE LOSS (“AOCI”)

The components of AOCI are summarized below:

(In millions)	Foreign currency translation		Net unrealized losses on hedging derivatives		Unrecognized postretirement obligations		Total AOCI
Balance at December 30, 2022	$	(237)	$	(79)	$	28	$	(288)
Other comprehensive income before reclassifications to earnings, net of income taxes	7		5		—		12
Gains reclassified to earnings, net of income taxes(1)	—		(1)		(11)		(12)
Other comprehensive income (loss), net of income taxes	7		4		(11)		—
Balance at March 31, 2023	$	(230)	$	(75)	$	17	$	(288)
Balance at December 31, 2021	$	(118)	$	(89)	$	61	$	(146)
Other comprehensive (loss) income before reclassifications to earnings, net of income taxes	(3)		5		—		2
Gains reclassified to earnings, net of income taxes(1)	—		(1)		(5)		(6)
Other comprehensive (loss) income, net of income taxes	(3)		4		(5)		(4)
Balance at April 1, 2022	$	(121)	$	(85)	$	56	$	(150)

_______________

(1)Gains reclassified to earnings are included in the “Revenue from product sales and services,” “Interest expense, net” and “Non-operating income, net” line items in our Condensed Consolidated Statement of Operations.

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CONTRACT ASSETS AND CONTRACT LIABILITIES

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

CONTRACT ASSETS AND CONTRACT LIABILITIES

NOTE E: CONTRACT ASSETS AND CONTRACT LIABILITIES

Contract assets include unbilled amounts typically resulting from revenue recognized exceeding amounts billed to customers for contracts utilizing the percentage of completion (“POC”) cost-to-cost revenue recognition method. We bill customers as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries and, in certain arrangements, the customer may withhold payment of a small portion of the contract price until contract completion. Contract liabilities include advance payments and billings in excess of revenue recognized, including deferred revenue associated with extended product warranties. Contract assets and liabilities are reported on a contract-by-contract basis at the end of each reporting period.

Contract assets and contract liabilities are summarized below:

(In millions)	March 31, 2023		December 30, 2022
Contract assets	$	3,274	$	2,987
Contract liabilities, current	(1,525)		(1,400)
Contract liabilities, non-current(1)	(115)		(117)
Net contract assets	$	1,634	$	1,470

_______________

(1)The non-current portion of contract liabilities is included as a component of the “Other long-term liabilities” line item in our Condensed Consolidated Balance Sheet.

The components of contract assets are summarized below:

(In millions)	March 31, 2023		December 30, 2022
Unbilled contract receivables, gross	$	5,066	$	4,629
Unliquidated progress payments and advances	(1,792)		(1,642)
Contract assets	$	3,274	$	2,987

Contract assets and liabilities as of March 31, 2023 and December 30, 2022 were impacted primarily by the timing of contractual billing milestones. During the quarters ended March 31, 2023 and April 1, 2022, we recognized $603 million and $517 million, respectively, of revenue related to contract liabilities that were outstanding at the end of the respective prior fiscal year.

NOTE N: BACKLOG

Backlog, which is the equivalent of our remaining performance obligations, represents the future revenue we expect to recognize as we perform on our current contracts. Backlog comprises both funded backlog (i.e., firm orders for which funding is authorized and appropriated) and unfunded backlog. Backlog excludes unexercised contract options and potential orders under ordering-type contracts, such as indefinite delivery, indefinite quantity contracts.

At March 31, 2023, our ending backlog was $24.5 billion. We expect to recognize approximately 45% of the revenue associated with this backlog by the end of 2023 and approximately 70% by the end of 2024, with the remainder to be recognized thereafter. At December 30, 2022, our ending backlog was $22.3 billion

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INVENTORIES

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

INVENTORIES

NOTE F: INVENTORIES

Inventories are summarized below:

(In millions)	March 31, 2023		December 30, 2022
Finished products(1)	$	315	$	181
Work in process	463		396
Materials and supplies	763		714
Inventories(1)	$	1,541	$	1,291

_______________

(1)Includes approximately $132 million of TDL inventory of which $111 million is included in finished goods at March 31, 2023.

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GOODWILL AND OTHER INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE G: GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The assignment of goodwill and changes in the carrying amount of goodwill, by business segment, were as follows:

(In millions)	IMS		SAS		CS		Total
Balance at December 30, 2022	$	7,709	$	5,778	$	3,796	$	17,283
Reallocation of goodwill in business realignment	(327)		327		—		—
Goodwill from TDL acquisition	—		—		1,014		1,014
Assets of business held for sale(1)	—		(9)		—		(9)
Currency translation adjustments	—		3		—		3
Balance at March 31, 2023	$	7,382	$	6,099	$	4,810	$	18,291

_______________

(1)During the quarter ended March 31, 2023, we assigned an additional $9 million of goodwill to our VIS business which is included in “Assets of business held for sale” in our Condensed Consolidated Balance Sheet at March 31, 2023.

Reallocation of Goodwill in Business Realignment. Effective December 31, 2022, we adjusted our reporting to better align our businesses and transferred our ADG business (a reporting unit) from our IMS segment to our SAS segment (also a reporting unit). In connection with the realignment, we reduced our reporting units from nine to eight as the ADG reporting unit and all $327 million of associated goodwill was absorbed by our existing SAS reporting unit given the economic similarities of the two reporting units. Immediately before the realignment, we performed a qualitative impairment assessment over our SAS reporting unit, and a quantitative impairment assessment over our ADG reporting unit. Immediately after the realignment, we performed a quantitative impairment assessment over the SAS reporting unit. We prepared estimates of the fair value of our pre-realignment ADG reporting unit and post-realignment SAS reporting unit based on a combination of market-based valuation techniques, utilizing quoted market prices, comparable publicly reported transactions, and an income-based valuation technique using projected discounted cash flows. These assessments indicated no impairment existed either before or after the realignment.

Goodwill from TDL Acquisition. In connection with the January 3, 2023 acquisition of TDL, we recorded $1.014 billion of goodwill in our Broadband reporting unit within our CS segment. See Note B: Acquisitions and Divestitures in these Notes for further information.

Intangible Assets

Identifiable intangible assets, net are summarized below:

	March 31, 2023						December 30, 2022
(In millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount(1)
Customer relationships(2)	$	6,616	$	2,328	$	4,288	$	6,124	$	2,189	$	3,935
Developed technologies(3)	924		388		536		566		366		200
Contract backlog	1		1		—		1		1		—
Trade names — divisions	95		55		40		95		53		42
Other	2		2		—		2		2		—
Total finite-lived identifiable intangible assets	7,638		2,774		4,864		6,788		2,611		4,177
In-process research and development	21		—		21		21		—		21
Trade names — corporate	1,803		—		1,803		1,803		—		1,803
Total identifiable intangible assets, net	$	9,462	$	2,774	$	6,688	$	8,612	$	2,611	$	6,001

_______________

(1)During fiscal 2022, we assigned $10 million of intangible assets associated with the pending VIS business divestiture to “Assets of business held for sale” in our Condensed Consolidated Balance Sheet.

(2)Includes $492 million of customer relationship intangible assets acquired from the TDL acquisition and $11 million of accumulated amortization recognized during the quarter ended March 31, 2023. See Note B: Acquisitions and Divestitures in these Notes for additional information.

(3)Includes $358 million of developed technology intangible assets acquired in the TDL acquisition and $5 million of accumulated amortization recognized during the quarter ended March 31, 2023. See Note B: Acquisitions and Divestitures in these Notes for additional information.

The most significant identifiable intangible asset that is separately recognized for our business combinations is customer relationships. For further description of our accounting policies related to intangible assets acquired in the TDL acquisition, see Note B: Acquisitions and Divestitures in these Notes, and for our accounting policies related to all other intangible assets, see Note 10: Intangible Assets, Net in our Fiscal 2022 Form 10-K.

For the quarters ended March 31, 2023 and April 1, 2022, amortization expense for identifiable finite-lived intangible assets was $165 million and $152 million, respectively, and primarily related to assets acquired in connection with business combinations.

Future estimated amortization expense for identifiable intangible assets is as follows:

	(In millions)
Remainder of 2023	$	652
2024	608
2025	552
2026	493
2027	459
Thereafter	2,100
Total	$	4,864

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DEBT AND CREDIT ARRANGEMENTS

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

DEBT AND CREDIT ARRANGEMENTS

NOTE H: DEBT AND CREDIT ARRANGEMENTS

Long-Term Debt

Long-term debt, net is summarized below:

(In millions)	March 31, 2023		December 30, 2022
Variable-rate debt:
Floating rate notes, due March 10, 2023 ("Floating 2023 Notes")	$	—	$	250
Term loan, due November 21, 2025	2,250		—
Fixed-rate debt:
3.85% notes, due June 15, 2023 ("3.85% 2023 Notes")	800		800
3.95% notes, due May 28, 2024	350		350
3.832% notes, due April 27, 2025	600		600
7.00% debentures, due January 15, 2026	100		100
3.85% notes, due December 15, 2026	550		550
6.35% debentures, due February 1, 2028	26		26
4.40% notes, due June 15, 2028	1,850		1,850
2.90% notes, due December 15, 2029	400		400
1.80% 2031 Notes, due January 15, 2031	650		650
4.854% notes, due April 27, 2035	400		400
6.15% notes, due December 15, 2040	300		300
5.054% notes, due April 27, 2045	500		500
Total variable and fixed-rate debt	8,776		6,776
Financing lease obligations and other debt	218		222
Total debt	8,994		6,998
Plus: unamortized bond premium	64		70
Less: unamortized discounts and issuance costs	(27)		(25)
Total debt, net	9,031		7,043
Less: current portion of long-term debt, net	(811)		(818)
Total long-term debt, net	$	8,220	$	6,225

Long-Term Debt Issued

On November 22, 2022, we established a $2.25 billion, three-year senior unsecured term loan facility by entering into Term Loan 2025 with a syndicate of lenders that matures on November 21, 2025.

On January 3, 2023, we drew $2.0 billion on Term Loan 2025 and utilized the proceeds to fund the cash consideration paid and a portion of the associated transaction and integration costs related to the TDL acquisition. See Note B: Acquisitions and Divestitures in these Notes for further information on the TDL acquisition.

On March 14, 2023, we drew an additional $250 million on Term Loan 2025 and utilized the proceeds to repay our Floating 2023 Notes. At March 31, 2023, we had $2.25 billion outstanding under Term Loan 2025. There were no borrowings outstanding under Term Loan 2025 at December 30, 2022.

Borrowings under Term Loan 2025 bear interest at: (i) the sum of the term secured overnight financing rate (“SOFR”) for any tenor comparable to the applicable interest period, plus 0.10%, plus an applicable margin between 1.125% and 1.875% that varies based on ratings of our senior unsecured long-term debt securities (“Senior Debt Ratings”). At March 31, 2023, the interest rate on Term Loan 2025 was 6.2% (6.1% net of the impact of our interest rate cap derivative). See Note 19: Derivative Instruments and Hedging Activities in our Fiscal 2022 Form 10-K for further information on our interest rate cap derivative.

There were no issuances of long-term debt during the quarter ended April 1, 2022.

Long-Term Debt Repayments

On March 14, 2023, we repaid the entire outstanding $250 million aggregate principal amount of our Floating 2023 Notes through a $250 million draw on Term Loan 2025 as described above under “Long-Term Debt Issued.” The Floating 2023 Notes were classified as “Long-term debt, net” in our Condensed Consolidated Balance Sheet as of December 30, 2022.

There were no repayments of long-term debt during the quarter ended April 1, 2022.

2023 Credit Agreement

On March 10, 2023, we established a $2.4 billion, 364-day senior unsecured revolving credit facility ("2023 Credit Facility") by entering into a 364-Day Credit Agreement (“2023 Credit Agreement”) with a syndicate of lenders.

Proceeds of the initial funding of loans under the 2023 Credit Agreement are required to be used to finance a portion of the purchase price for the acquisition of AJRD and for the fees, taxes, costs and related expenses related to it, and thereafter may be used for working capital purposes.

At our election, borrowings under the 2023 Credit Agreement, which will be designated in U.S. Dollars, will bear interest at the sum of the term SOFR rate or the Base Rate (as defined in the 2023 Credit Agreement), plus an applicable margin. In addition to interest payable on the principal amount of indebtedness outstanding, beginning on June 6, 2023 (or earlier upon an initial funding), we will be required to pay a quarterly unused commitment fee that varies based on our Senior Debt Ratings.

The 2023 Credit Agreement also contains representations, warranties, covenants and events of default that are substantially similar to the existing Revolving Credit Agreement, dated as of July 29, 2022 (“2022 Credit Agreement”). The 2023 Credit Agreement generally matures on the earlier of 364 days from the initial funding and December 8, 2023, provided that we may extend the maturity of any loans outstanding under the 2023 Credit Agreement by one year, subject to the satisfaction of certain conditions. At March 31, 2023, we had no outstanding borrowings and were in compliance with all covenants under our 2023 Credit Agreement. For additional information regarding our 2023 Credit Agreement, see our Current Report on Form 8-K filed on March 16, 2023.

2022 Credit Agreement

On July 29, 2022, we established a $2 billion, five-year senior unsecured revolving credit facility (“2022 Credit Facility”) under the 2022 Credit Agreement, with a syndicate of lenders. At March 31, 2023, we had no outstanding borrowings and were in compliance with all covenants under our 2022 Credit Agreement.

For a description of the 2022 Credit Agreement and related covenants, see Note 12: Credit Arrangements in our Fiscal 2022 Form 10-K.

Commercial Paper Program

On March 14, 2023, we established a new commercial paper program ("CP Program"). Under the CP Program, we may issue unsecured commercial paper notes up to a maximum aggregate amount of $3.4 billion, supported by amounts available under the 2022 Credit Agreement and the 2023 Credit Agreement.

The commercial paper notes will be sold at par less a discount representing an interest factor or, if interest bearing, at par. The maturities of the commercial paper notes will vary, but may not exceed 397 days from the date of issue. The commercial paper notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness. For additional information regarding our CP Program, see our Current Report on Form 8-K filed on March 16, 2023.

At March 31, 2023, we had no outstanding notes under our CP Program.

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

3 Months Ended

Mar. 31, 2023

Retirement Benefits [Abstract]

PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

NOTE I: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The following tables provide the components of our net periodic benefit income for our defined benefit plans, including defined benefit pension plans and other postretirement defined benefit plans:

	Quarter Ended March 31, 2023				Quarter Ended April 1, 2022
(In millions)	Pension		Other Benefits		Pension		Other Benefits
Net periodic benefit income
Operating
Service cost	$	6	$	—	$	10	$	1
Non-operating
Interest cost	92		3		55		2
Expected return on plan assets	(153)		(5)		(156)		(5)
Amortization of net actuarial (gain) loss	(2)		(5)		2		(2)
Amortization of prior service credit	(7)		—		(6)		—
Non-service cost periodic benefit income	(70)		(7)		(105)		(5)
Net periodic benefit income	$	(64)	$	(7)	$	(95)	$	(4)

The service cost component of net periodic benefit income is included in the “Cost of product sales and services” and “Engineering, selling and administrative expenses” line items in our Condensed Consolidated Statement of Operations. The non-service cost components of net periodic benefit income are included in the “Non-operating income, net” line item in our Condensed Consolidated Statement of Operations.

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EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

EARNINGS PER SHARE

NOTE J: EARNINGS PER SHARE

Income per common share attributable to L3Harris common shareholders (“EPS”) is computed by dividing earnings to L3Harris common shareholders less earnings allocated to participating securities, if applicable, by the weighted-average number of common shares outstanding for the period. Income per diluted common share attributable to L3Harris common shareholders ("diluted EPS") incorporates potential dilutive common shares, primarily consisting of employee stock options and restricted and performance share unit awards, into the weighted-average number of common shares outstanding.

The weighted average number of common shares outstanding used to compute basic and diluted EPS are as follows:

	Quarter Ended
(In millions)	March 31, 2023	April 1, 2022
Basic weighted average common shares outstanding	190.2	193.2
Impact of dilutive share-based awards	1.0	1.9
Diluted weighted average common shares outstanding	191.2	195.1

Diluted EPS excludes the antidilutive impact of 1.2 million and 0.2 million weighted average share-based awards outstanding for the quarters ended March 31, 2023 and April 1, 2022, respectively.

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INCOME TAXES

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE K: INCOME TAXES

Our effective tax rate was 9.1% for the quarter ended March 31, 2023 compared with 11.3% for the quarter ended April 1, 2022. For the quarter ended March 31, 2023, our effective tax rate benefited from the favorable impacts of research and development (“R&D”) credits, foreign-derived intangible income (“FDII”) deductions and the resolution of specific audit uncertainties. For the quarter ended April 1, 2022, our effective tax rate benefited from the favorable impact of R&D credits, the reduction in deferred tax liabilities on the outside basis of certain foreign subsidiaries due to an internal restructuring, incremental FDII benefit resulting from the requirement to capitalize and amortize R&D expenses beginning in fiscal 2022, the resolution of specific audit uncertainties, and excess tax benefits related to equity-based compensation.

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FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

NOTE L: FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal market (or most advantageous market, in the absence of a principal market) for the asset or liability in an orderly transaction between market participants at the measurement date. Entities are required to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value and to utilize a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:

•Level 1 — Quoted prices in active markets for identical assets or liabilities.

•Level 2 — Observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means.

•Level 3 — Unobservable inputs that are supported by little or no market activity, are significant to the fair value of the assets or liabilities and reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed using the best information available in the circumstances.

In certain instances, fair value is estimated using quoted market prices obtained from external pricing services. In obtaining such data from the external pricing services, we have evaluated the methodologies used to develop the estimate of fair value in order to assess whether such valuations are representative of fair value, including net asset value (“NAV”). Additionally, in certain circumstances, the NAV reported by an asset manager may be adjusted when sufficient evidence indicates NAV is not representative of fair value.

The following table presents assets and liabilities measured at fair value on a recurring basis (at least annually) at March 31, 2023 and December 30, 2022:

	March 31, 2023				December 30, 2022
(In millions)	Total		Level 1		Total		Level 1
Assets
Deferred compensation plan assets:(1)
Equity and fixed income securities	$	67	$	67	$	64	$	64
Investments measured at NAV:
Corporate-owned life insurance	34				33
Total fair value of deferred compensation plan assets	$	101			$	97
Liabilities
Deferred compensation plan liabilities:(2)
Equity securities and mutual funds	$	7	$	7	$	8	$	8
Investments measured at NAV:
Common/collective trusts and guaranteed investment contracts	193				192
Total fair value of deferred compensation plan liabilities	$	200			$	200

_______________

(1)Represents diversified assets held in a “rabbi trust” associated with our non-qualified deferred compensation plans, which we include in the “Other current assets” and “Other non-current assets” line items in our Condensed Consolidated Balance Sheet, and which are measured at fair value.

(2)Primarily represents obligations to pay benefits under certain non-qualified deferred compensation plans, which we include in the “Compensation and benefits” and “Other long-term liabilities” line items in our Condensed Consolidated Balance Sheet. Under these plans, participants designate investment options (including stock and fixed-income funds), which serve as the basis for measurement of the notional value of their accounts.

The following table presents the carrying amounts and estimated fair values of long-term debt that is not carried at fair value in our Condensed Consolidated Balance Sheet:

	March 31, 2023				December 30, 2022
(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
All other long-term debt, net (including current portion)(1)	$	6,781	$	6,489	$	7,043	$	6,569
Term Loan 2025(2)	2,250		2,250		—		—
Total debt, net	$	9,031	$	8,739	$	7,043	$	6,569

_______________

(1)The fair value was estimated using a market approach based on quoted market prices for our debt traded in the secondary market. If measured at fair value, it would be categorized in Level 2 of the fair value hierarchy.

(2)The carrying value of Term Loan 2025 approximates fair value due to its variable interest rate.

See Note G: Goodwill and Other Intangible Assets and Note B: Acquisitions and Divestitures in these Notes and Note 4: Business Divestitures and Asset Sales in our Fiscal 2022 Form 10-K for additional information regarding fair value measurements associated with goodwill.

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CHANGES IN ESTIMATES

3 Months Ended

Mar. 31, 2023

Change in Accounting Estimate [Abstract]

CHANGES IN ESTIMATES

NOTE M: CHANGES IN ESTIMATES

Many of our contracts utilize the POC cost-to-cost method of revenue recognition. A single estimated profit margin is used to recognize profit for each performance obligation over its period of performance. At the outset of each contract, we gauge its complexity and perceived risks and establish an estimated total cost at completion. Due to the long-term nature of many of these contracts, developing these estimates often requires judgment. After establishing the estimated total cost at completion, we follow a standard Estimate at Completion (“EAC”) process in which we review the progress and performance on our ongoing contracts at least quarterly and, in many cases, more frequently. As the contracts progress, we may successfully retire risks or complexities and may add additional risks, and we adjust our estimated total cost at completion. For additional discussion of our revenue recognition policies and our EAC process, see “Critical Accounting Estimates” in Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Fiscal 2022 Form 10K.

Net EAC adjustments had the following impact to earnings for the periods presented:

	Quarter Ended
(In millions, except per share amounts)	March 31, 2023		April 1, 2022
Net EAC adjustments, before income taxes(1)	$	(56)	$	46
Net EAC adjustments, net of income taxes	(42)		35
Net EAC adjustments, net of income taxes, per diluted share	(0.22)		0.18

_______________

(1)Excludes charges related to an impairment of a customer contract of $18 million which is included in the “Revenue from product sales and services” and “Cost of product sales and services” line items in our Condensed Consolidated Statement of Operations for the quarter ended March 31, 2023.

Revenue recognized from performance obligations satisfied in prior periods was $36 million and $58 million for the quarters ended March 31, 2023 and April 1, 2022, respectively

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BACKLOG

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

BACKLOG

NOTE E: CONTRACT ASSETS AND CONTRACT LIABILITIES

Contract assets include unbilled amounts typically resulting from revenue recognized exceeding amounts billed to customers for contracts utilizing the percentage of completion (“POC”) cost-to-cost revenue recognition method. We bill customers as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries and, in certain arrangements, the customer may withhold payment of a small portion of the contract price until contract completion. Contract liabilities include advance payments and billings in excess of revenue recognized, including deferred revenue associated with extended product warranties. Contract assets and liabilities are reported on a contract-by-contract basis at the end of each reporting period.

Contract assets and contract liabilities are summarized below:

(In millions)	March 31, 2023		December 30, 2022
Contract assets	$	3,274	$	2,987
Contract liabilities, current	(1,525)		(1,400)
Contract liabilities, non-current(1)	(115)		(117)
Net contract assets	$	1,634	$	1,470

_______________

(1)The non-current portion of contract liabilities is included as a component of the “Other long-term liabilities” line item in our Condensed Consolidated Balance Sheet.

The components of contract assets are summarized below:

(In millions)	March 31, 2023		December 30, 2022
Unbilled contract receivables, gross	$	5,066	$	4,629
Unliquidated progress payments and advances	(1,792)		(1,642)
Contract assets	$	3,274	$	2,987

Contract assets and liabilities as of March 31, 2023 and December 30, 2022 were impacted primarily by the timing of contractual billing milestones. During the quarters ended March 31, 2023 and April 1, 2022, we recognized $603 million and $517 million, respectively, of revenue related to contract liabilities that were outstanding at the end of the respective prior fiscal year.

NOTE N: BACKLOG

Backlog, which is the equivalent of our remaining performance obligations, represents the future revenue we expect to recognize as we perform on our current contracts. Backlog comprises both funded backlog (i.e., firm orders for which funding is authorized and appropriated) and unfunded backlog. Backlog excludes unexercised contract options and potential orders under ordering-type contracts, such as indefinite delivery, indefinite quantity contracts.

At March 31, 2023, our ending backlog was $24.5 billion. We expect to recognize approximately 45% of the revenue associated with this backlog by the end of 2023 and approximately 70% by the end of 2024, with the remainder to be recognized thereafter. At December 30, 2022, our ending backlog was $22.3 billion

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BUSINESS SEGMENT INFORMATION

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

BUSINESS SEGMENT INFORMATION

NOTE O: BUSINESS SEGMENT INFORMATION

We structure our operations primarily around the products, systems and services we sell and the markets we serve and report our financial results in the following three reportable segments:

•IMS: including multi-mission intelligence, surveillance and reconnaissance (“ISR”) systems; integrated electrical and electronic systems for maritime platforms; advanced electro-optical and infrared solutions; fuzing and ordnance systems; commercial aviation products; and commercial pilot training operations;

•SAS: including space payloads, sensors and full-mission solutions; classified intelligence and cyber; avionics; electronic warfare; and mission networks for air traffic management operations; and

•CS: including tactical communications with global communications solutions; broadband communications; tactical data links; integrated vision solutions; public safety radios, and system applications and equipment.

Business Realignment. Effective December 31, 2022, we adjusted our reporting to better align our businesses and transferred our ADG business from our IMS segment to our SAS segment.

Acquisition of Viasat, Inc.’s TDL. On January 3, 2023, we completed the acquisition of TDL, which is reported within our CS segment. See Note B: Acquisitions and Divestitures in these Notes for additional information regarding our acquisition of TDL.

Business Segment Financial Information

Segment revenue, segment operating income and a reconciliation of segment operating income to total income before income taxes are as follows:

	Quarter Ended
(In millions)	March 31, 2023		April 1, 2022
Revenue from Product Sales and Services
IMS	$	1,700	$	1,659
SAS	1,655		1,517
CS	1,163		963
Corporate eliminations	(47)		(36)
Total revenue from product sales and services	$	4,471	$	4,103
Income before Income Taxes
Segment Operating Income:
IMS	$	185	$	251
SAS	187		177
CS	266		229
Total segment operating income	638		657
Unallocated Items:
Unallocated corporate department expense, net(1)	(6)		(4)
Amortization of acquisition-related intangibles(2)	(165)		(152)
Acquisition-related transaction and integration expenses	(40)		—
L3Harris merger-related integration expenses	—		(24)
Impairment of other assets	(18)		—
Additional cost of sales related to the fair value step-up in inventory sold	(15)		—
Enterprise transformation program	(13)		—
Pre-acquisition and other divestiture-related expenses	(10)		(1)
FAS/CAS operating adjustment(3)	22		22
Total unallocated items	(245)		(159)
Non-operating income, net	82		106
Interest expense, net	(102)		(68)
Income before income taxes	$	373	$	536

_______________

(1)Includes certain corporate-level expenses that are not included in management’s evaluation of segment operating performance.

(2)Includes amortization of identifiable intangible assets acquired in connection with business combinations. Because our acquisitions benefited the entire Company, the amortization of identifiable intangible assets acquired was not allocated to any segment.

(3)Represents the difference between the service cost component of Financial Accounting Standards ("FAS") pension and other postretirement benefits (“OPEB”) cost and total U.S. Government Cost Accounting Standards (“CAS”) pension and OPEB cost and replaces the “Pension adjustment” line item previously presented, which included the non-service components of FAS pension and OPEB income. See Net FAS/CAS operating adjustment table below.

FAS/CAS Pension Operating Adjustment

In accordance with CAS, we allocate a portion of pension and OPEB plan costs to our U.S. Government contracts. However, our Condensed Consolidated Financial Statements require pension and OPEB plan income or expense be calculated in accordance with FAS requirements under GAAP. The “FAS/CAS operating adjustment” line item in the table below represents the difference between the service cost component of FAS pension and OPEB cost and total CAS pension and OPEB cost. The non-service cost components of FAS pension and OPEB income or expense are included as component of the “Non-operating income, net” line item in our Condensed Consolidated Statement of Operations. See Note I: Pension and Other Postretirement Benefit Plans in these Notes for more information on the composition of non-service cost components of FAS pension and OPEB income and expense.

The table below is a reconciliation of the FAS/CAS operating adjustment:

	Quarter Ended
(In millions)	March 31, 2023		April 1, 2022
FAS pension service cost	$	(6)	$	(11)
Less: CAS pension cost	(28)		(33)
FAS/CAS operating adjustment	22		22
Non-service FAS pension income	77		110
FAS/CAS pension adjustment, net	$	99	$	132

Disaggregation of Revenue

We disaggregate revenue for all three business segments by customer relationship, contract type and geographical region. We believe these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

	Quarter Ended
	March 31, 2023						April 1, 2022
(In millions)	IMS		SAS		CS		IMS		SAS		CS
Revenue By Customer Relationship
Prime contractor	$	1,154	$	1,010	$	807	$	1,086	$	977	$	656
Subcontractor	525		632		343		557		530		296
Intersegment	21		13		13		16		10		11
Total revenue	$	1,700	$	1,655	$	1,163	$	1,659	$	1,517	$	963
Revenue By Contract Type
Fixed-price(1)	$	1,286	$	1,022	$	978	$	1,261	$	880	$	797
Cost-reimbursable	393		620		172		382		627		155
Intersegment	21		13		13		16		10		11
Total revenue	$	1,700	$	1,655	$	1,163	$	1,659	$	1,517	$	963
Revenue By Geographical Region
United States	$	1,257	$	1,454	$	791	$	1,182	$	1,342	$	625
International	422		188		359		461		165		327
Intersegment	21		13		13		16		10		11
Total revenue	$	1,700	$	1,655	$	1,163	$	1,659	$	1,517	$	963

_______________

(1)Includes revenue derived from time-and-materials contracts.

Assets by Business Segment

Total assets by business segment are as follows:

(In millions)	March 31, 2023		December 30, 2022
Total Assets
IMS	$	10,914	$	11,283
SAS	9,169		8,475
CS	7,119		5,800
Corporate(1)	8,305		7,966
Total Assets	$	35,507	$	33,524

_______________

(1)Identifiable intangible assets acquired in connection with business combinations were recorded as corporate assets because they benefited the entire Company. Identifiable intangible asset balances recorded as corporate assets were $6.7 billion and $6.0 billion at March 31, 2023 and December 30, 2022, respectively. Corporate assets also consisted of cash, income taxes receivable, deferred income taxes, deferred compensation plan investments, buildings and equipment, as well as any assets of business held for sale.

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LEGAL PROCEEDINGS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2023

Legal Proceedings And Contingencies [Abstract]

LEGAL PROCEEDINGS AND CONTINGENCIES

NOTE P: LEGAL PROCEEDINGS AND CONTINGENCIES

From time to time, as a normal incident of the nature and kind of businesses in which we are or were engaged, various claims or charges are asserted and litigation or arbitration is commenced by or against us arising from or related to matters, including but not limited to: product liability; personal injury; patents, trademarks, trade secrets or other intellectual property; labor and employee disputes; commercial or contractual disputes; strategic acquisitions or divestitures; the prior sale or use of former products allegedly containing asbestos or other restricted materials; breach of warranty; or environmental matters. Claimed amounts against us may be substantial, but may not bear any reasonable relationship to the merits of the claim or the extent of any real risk of court or arbitral awards. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. Gain contingencies, if any, are recognized when they are realized and legal costs generally are expensed when incurred. At March 31, 2023, our accrual for the potential resolution of lawsuits, claims, or proceedings that we consider probable of being decided unfavorably to us was not material. Although it is not feasible to predict the outcome of these matters with certainty, it is reasonably possible that some lawsuits, claims or proceedings may be disposed of or decided unfavorably to us and in excess of the amounts currently accrued. Based on available information, in the opinion of management, settlements, arbitration awards and final judgments, if any, that are considered probable of being rendered against us in litigation or arbitration in existence at March 31, 2023 are reserved against or would not have a material adverse effect on our financial condition, results of operations, cash flows or equity.

Environmental Matters

We are subject to numerous U.S. Federal, state, local and international environmental laws and regulatory requirements and are involved from time to time in investigations or litigation of various potential environmental issues. We or companies we have acquired are responsible, or alleged to be responsible, for environmental investigation and/or remediation of multiple sites. These sites are in various stages of investigation and/or remediation and in some cases our liability is considered de minimis. Notices from the U.S. Environmental Protection Agency (“EPA”) or equivalent state or international environmental agencies allege that several sites formerly or currently owned and/or operated by us or companies we have acquired, and other properties or water supplies that may be or have been impacted from those operations, contain disposed or recycled materials or wastes and require environmental investigation and/or remediation. These sites include instances of being identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as the “Superfund Act”) and/or equivalent state and international laws. For example, in June 2014, the U.S. Department of Justice, Environment and Natural Resources Division, notified several potentially responsible parties, including Exelis, Inc. (“Exelis”), which we acquired in 2015, of potential responsibility for contribution to the environmental investigation and remediation of multiple locations in Alaska. In addition, in March 2016, the EPA notified over 100 potentially responsible parties, including Exelis, of potential liability for the cost of remediation for the 8.3-mile stretch of the Lower Passaic River in New Jersey, estimated by the EPA to be $1.38 billion. During the fourth quarter of fiscal 2021, the EPA further announced an interim plan to remediate sediment in the upper nine miles of the of the Lower Passaic River with an estimated cost of $441 million. The potential responsible parties’ respective allocations for the Lower Passaic River remediation have not been determined. Although it is not feasible to predict the outcome of these environmental claims made against us, based on available information, in the opinion of our management, any payments we may be required to make as a result of environmental claims made against us in existence at March 31, 2023 are reserved against, covered by insurance or would not have a material adverse effect on our financial condition, results of operations, cash flows or equity.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE Q: SUBSEQUENT EVENTS

On April 6, 2023, we completed the sale of our VIS business for $70 million, subject to customary adjustments.

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements include the accounts of L3Harris Technologies, Inc. and its consolidated subsidiaries. As used in these Notes to the Condensed Consolidated Financial Statements (these "Notes"), the terms “L3Harris,” “Company,” “we,” “our” and “us” refer to L3Harris Technologies, Inc. and its consolidated subsidiaries. Intracompany transactions and accounts have been eliminated.

The accompanying Condensed Consolidated Financial Statements have been prepared by L3Harris in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all information and footnotes necessary for a complete presentation of financial condition, results of operations, cash flows and equity in conformity with GAAP for annual financial statements and are not necessarily indicative of the results that may be expected for the full fiscal year or any subsequent period.

In the opinion of management, such interim financial statements reflect all adjustments (including normal recurring adjustments) considered necessary for a fair presentation of our financial condition, results of operations, cash flows and equity for the periods presented therein. The balance sheet at December 30, 2022 has been derived from our audited financial statements, but does not include all of the information and footnotes required by GAAP for annual financial statements. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 30, 2022 (our "Fiscal 2022 Form 10-K").

Business Realignment

Effective for fiscal 2023, which began December 31, 2022, we adjusted our reporting to better align our businesses and transferred our Agile Development Group (“ADG”) business from our Integrated Mission Systems ("IMS") segment to our Space & Airborne Systems (“SAS”) segment.The historical results, discussion and presentation of our business segments as set forth in the accompanying Condensed Consolidated Financial Statements and these Notes reflect the impact of these changes for all periods presented in order to present segment information on a comparable basis. There is no impact on our previously reported consolidated statements of operations, balance sheets, statements of cash flows or statements of equity resulting from these changes.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying Condensed Consolidated Financial Statements and these Notes and related disclosures. These estimates and assumptions are based on experience and other information available prior to issuance of the accompanying Condensed Consolidated Financial Statements and these Notes. Materially different results can occur as circumstances change and additional information becomes known.

Accounting Standards Update

In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification ("ASC") 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted the new standard effective December 31, 2022. On January 3, 2023, we completed the acquisition of Viasat, Inc.’s (“Viasat”) Tactical Data Link product line (“TDL”) and applied the provisions of ASU 2021-08 in our purchase accounting for TDL. The adoption of the new standard did not have a material impact on our operating results, financial position, or cash flows.

Earnings Per Share

Income per common share attributable to L3Harris common shareholders (“EPS”) is computed by dividing earnings to L3Harris common shareholders less earnings allocated to participating securities, if applicable, by the weighted-average number of common shares outstanding for the period. Income per diluted common share attributable to L3Harris common shareholders ("diluted EPS") incorporates potential dilutive common shares, primarily consisting of employee stock options and restricted and performance share unit awards, into the weighted-average number of common shares outstanding.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal market (or most advantageous market, in the absence of a principal market) for the asset or liability in an orderly transaction between market participants at the measurement date. Entities are required to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value and to utilize a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:

•Level 1 — Quoted prices in active markets for identical assets or liabilities.

•Level 2 — Observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means.

•Level 3 — Unobservable inputs that are supported by little or no market activity, are significant to the fair value of the assets or liabilities and reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed using the best information available in the circumstances.

In certain instances, fair value is estimated using quoted market prices obtained from external pricing services. In obtaining such data from the external pricing services, we have evaluated the methodologies used to develop the estimate of fair value in order to assess whether such valuations are representative of fair value, including net asset value (“NAV”). Additionally, in certain circumstances, the NAV reported by an asset manager may be adjusted when sufficient evidence indicates NAV is not representative of fair value.

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ACQUISITIONS AND DIVESTITURES (Tables)

3 Months Ended

Mar. 31, 2023

Business Combinations [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 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 closing 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.

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)	January 3, 2023
Receivables	$	28
Contract assets	18
Inventories	164
Other current assets	9
Property, plant and equipment	50
Operating lease right-of-use assets	12
Goodwill	1,014
Other intangible assets	850
Deferred income tax	33
Other non-current assets	6
Total assets acquired	$	2,184
Accounts payable	$	20
Contract liabilities	28
Compensation and benefits	2
Other accrued items	119
Operating lease liabilities	10
Other long-term liabilities	31
Total liabilities assumed	$	210
Net assets acquired	$	1,974

Schedule of Identifiable Intangible Assets Acquired

The preliminary fair value of identifiable intangible assets acquired as of the acquisition date are as following:

	Total		Useful Lives
	(In millions)		(In Years)
Developed technology	$	358	17
Customer relationships:(1)
Backlog	25		2
Government programs	467		15
Total customer relationships	492
Total identifiable intangible assets acquired	$	850

_______________

(1)TDL had backlog and government programs intangible assets that we classified as customer relationships.

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STOCK OPTIONS AND OTHER SHARE-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Awards Granted, Stock Option and Units

Awards granted to participants under L3Harris SIPs and the weighted-average grant-date fair value per share during the quarters ended March 31, 2023 and April 1, 2022 are as follows:

	Quarter Ended March 31, 2023			Quarter Ended April 1, 2022
(In millions, except per share amounts)	Shares	Weighted-Average Grant-Date Fair Value Per Share		Shares	Weighted-Average Grant-Date Fair Value Per Share
Stock options granted(1)	0.4	$	54.81	0.4	$	53.42
Restricted stock and restricted stock units granted(2)	0.1	$	210.84	0.2	$	220.97
Performance share units granted(3)	0.2	$	223.09	0.2	$	258.83

_______________

(1)Other than certain stock options granted in connection with new hires, our stock options generally step-vest in equal amounts over a three-year period.

(2)Other than certain restricted stock units granted in connection with new hires, our restricted stock and restricted stock units generally vest on a three-year cliff.

(3)Our performance share units are subject to performance criteria and generally vest after the three-year performance period.

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ACCUMULATED OTHER COMPREHENSIVE LOSS ("AOCI") (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Schedule of Components of AOCI

The components of AOCI are summarized below:

(In millions)	Foreign currency translation		Net unrealized losses on hedging derivatives		Unrecognized postretirement obligations		Total AOCI
Balance at December 30, 2022	$	(237)	$	(79)	$	28	$	(288)
Other comprehensive income before reclassifications to earnings, net of income taxes	7		5		—		12
Gains reclassified to earnings, net of income taxes(1)	—		(1)		(11)		(12)
Other comprehensive income (loss), net of income taxes	7		4		(11)		—
Balance at March 31, 2023	$	(230)	$	(75)	$	17	$	(288)
Balance at December 31, 2021	$	(118)	$	(89)	$	61	$	(146)
Other comprehensive (loss) income before reclassifications to earnings, net of income taxes	(3)		5		—		2
Gains reclassified to earnings, net of income taxes(1)	—		(1)		(5)		(6)
Other comprehensive (loss) income, net of income taxes	(3)		4		(5)		(4)
Balance at April 1, 2022	$	(121)	$	(85)	$	56	$	(150)

_______________

(1)Gains reclassified to earnings are included in the “Revenue from product sales and services,” “Interest expense, net” and “Non-operating income, net” line items in our Condensed Consolidated Statement of Operations.

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CONTRACT ASSETS AND CONTRACT LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Contract Assets and Contract Liabilities

Contract assets and contract liabilities are summarized below:

(In millions)	March 31, 2023		December 30, 2022
Contract assets	$	3,274	$	2,987
Contract liabilities, current	(1,525)		(1,400)
Contract liabilities, non-current(1)	(115)		(117)
Net contract assets	$	1,634	$	1,470

_______________

(1)The non-current portion of contract liabilities is included as a component of the “Other long-term liabilities” line item in our Condensed Consolidated Balance Sheet.

The components of contract assets are summarized below:

(In millions)	March 31, 2023		December 30, 2022
Unbilled contract receivables, gross	$	5,066	$	4,629
Unliquidated progress payments and advances	(1,792)		(1,642)
Contract assets	$	3,274	$	2,987

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INVENTORIES (Tables)

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories are summarized below:

(In millions)	March 31, 2023		December 30, 2022
Finished products(1)	$	315	$	181
Work in process	463		396
Materials and supplies	763		714
Inventories(1)	$	1,541	$	1,291

_______________

(1)Includes approximately $132 million of TDL inventory of which $111 million is included in finished goods at March 31, 2023.

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Carrying Amounts of Goodwill

The assignment of goodwill and changes in the carrying amount of goodwill, by business segment, were as follows:

(In millions)	IMS		SAS		CS		Total
Balance at December 30, 2022	$	7,709	$	5,778	$	3,796	$	17,283
Reallocation of goodwill in business realignment	(327)		327		—		—
Goodwill from TDL acquisition	—		—		1,014		1,014
Assets of business held for sale(1)	—		(9)		—		(9)
Currency translation adjustments	—		3		—		3
Balance at March 31, 2023	$	7,382	$	6,099	$	4,810	$	18,291

_______________

(1)During the quarter ended March 31, 2023, we assigned an additional $9 million of goodwill to our VIS business which is included in “Assets of business held for sale” in our Condensed Consolidated Balance Sheet at March 31, 2023.

Schedule of Finite-Lived Intangible Assets

Identifiable intangible assets, net are summarized below:

	March 31, 2023						December 30, 2022
(In millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount(1)
Customer relationships(2)	$	6,616	$	2,328	$	4,288	$	6,124	$	2,189	$	3,935
Developed technologies(3)	924		388		536		566		366		200
Contract backlog	1		1		—		1		1		—
Trade names — divisions	95		55		40		95		53		42
Other	2		2		—		2		2		—
Total finite-lived identifiable intangible assets	7,638		2,774		4,864		6,788		2,611		4,177
In-process research and development	21		—		21		21		—		21
Trade names — corporate	1,803		—		1,803		1,803		—		1,803
Total identifiable intangible assets, net	$	9,462	$	2,774	$	6,688	$	8,612	$	2,611	$	6,001

_______________

(1)During fiscal 2022, we assigned $10 million of intangible assets associated with the pending VIS business divestiture to “Assets of business held for sale” in our Condensed Consolidated Balance Sheet.

(2)Includes $492 million of customer relationship intangible assets acquired from the TDL acquisition and $11 million of accumulated amortization recognized during the quarter ended March 31, 2023. See Note B: Acquisitions and Divestitures in these Notes for additional information.

(3)Includes $358 million of developed technology intangible assets acquired in the TDL acquisition and $5 million of accumulated amortization recognized during the quarter ended March 31, 2023. See Note B: Acquisitions and Divestitures in these Notes for additional information.

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Future estimated amortization expense for identifiable intangible assets is as follows:

	(In millions)
Remainder of 2023	$	652
2024	608
2025	552
2026	493
2027	459
Thereafter	2,100
Total	$	4,864

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DEBT AND CREDIT ARRANGEMENTS (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt, Net

Long-term debt, net is summarized below:

(In millions)	March 31, 2023		December 30, 2022
Variable-rate debt:
Floating rate notes, due March 10, 2023 ("Floating 2023 Notes")	$	—	$	250
Term loan, due November 21, 2025	2,250		—
Fixed-rate debt:
3.85% notes, due June 15, 2023 ("3.85% 2023 Notes")	800		800
3.95% notes, due May 28, 2024	350		350
3.832% notes, due April 27, 2025	600		600
7.00% debentures, due January 15, 2026	100		100
3.85% notes, due December 15, 2026	550		550
6.35% debentures, due February 1, 2028	26		26
4.40% notes, due June 15, 2028	1,850		1,850
2.90% notes, due December 15, 2029	400		400
1.80% 2031 Notes, due January 15, 2031	650		650
4.854% notes, due April 27, 2035	400		400
6.15% notes, due December 15, 2040	300		300
5.054% notes, due April 27, 2045	500		500
Total variable and fixed-rate debt	8,776		6,776
Financing lease obligations and other debt	218		222
Total debt	8,994		6,998
Plus: unamortized bond premium	64		70
Less: unamortized discounts and issuance costs	(27)		(25)
Total debt, net	9,031		7,043
Less: current portion of long-term debt, net	(811)		(818)
Total long-term debt, net	$	8,220	$	6,225

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Tables)

3 Months Ended

Mar. 31, 2023

Retirement Benefits [Abstract]

Schedule of Components of Net Benefit Income

The following tables provide the components of our net periodic benefit income for our defined benefit plans, including defined benefit pension plans and other postretirement defined benefit plans:

	Quarter Ended March 31, 2023				Quarter Ended April 1, 2022
(In millions)	Pension		Other Benefits		Pension		Other Benefits
Net periodic benefit income
Operating
Service cost	$	6	$	—	$	10	$	1
Non-operating
Interest cost	92		3		55		2
Expected return on plan assets	(153)		(5)		(156)		(5)
Amortization of net actuarial (gain) loss	(2)		(5)		2		(2)
Amortization of prior service credit	(7)		—		(6)		—
Non-service cost periodic benefit income	(70)		(7)		(105)		(5)
Net periodic benefit income	$	(64)	$	(7)	$	(95)	$	(4)

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EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The weighted average number of common shares outstanding used to compute basic and diluted EPS are as follows:

	Quarter Ended
(In millions)	March 31, 2023	April 1, 2022
Basic weighted average common shares outstanding	190.2	193.2
Impact of dilutive share-based awards	1.0	1.9
Diluted weighted average common shares outstanding	191.2	195.1

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FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table presents assets and liabilities measured at fair value on a recurring basis (at least annually) at March 31, 2023 and December 30, 2022:

	March 31, 2023				December 30, 2022
(In millions)	Total		Level 1		Total		Level 1
Assets
Deferred compensation plan assets:(1)
Equity and fixed income securities	$	67	$	67	$	64	$	64
Investments measured at NAV:
Corporate-owned life insurance	34				33
Total fair value of deferred compensation plan assets	$	101			$	97
Liabilities
Deferred compensation plan liabilities:(2)
Equity securities and mutual funds	$	7	$	7	$	8	$	8
Investments measured at NAV:
Common/collective trusts and guaranteed investment contracts	193				192
Total fair value of deferred compensation plan liabilities	$	200			$	200

_______________

(1)Represents diversified assets held in a “rabbi trust” associated with our non-qualified deferred compensation plans, which we include in the “Other current assets” and “Other non-current assets” line items in our Condensed Consolidated Balance Sheet, and which are measured at fair value.

(2)Primarily represents obligations to pay benefits under certain non-qualified deferred compensation plans, which we include in the “Compensation and benefits” and “Other long-term liabilities” line items in our Condensed Consolidated Balance Sheet. Under these plans, participants designate investment options (including stock and fixed-income funds), which serve as the basis for measurement of the notional value of their accounts.

Schedule of Fair Value, Long-term Debt

The following table presents the carrying amounts and estimated fair values of long-term debt that is not carried at fair value in our Condensed Consolidated Balance Sheet:

	March 31, 2023				December 30, 2022
(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
All other long-term debt, net (including current portion)(1)	$	6,781	$	6,489	$	7,043	$	6,569
Term Loan 2025(2)	2,250		2,250		—		—
Total debt, net	$	9,031	$	8,739	$	7,043	$	6,569

_______________

(1)The fair value was estimated using a market approach based on quoted market prices for our debt traded in the secondary market. If measured at fair value, it would be categorized in Level 2 of the fair value hierarchy.

(2)The carrying value of Term Loan 2025 approximates fair value due to its variable interest rate.

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CHANGES IN ESTIMATES (Tables)

3 Months Ended

Mar. 31, 2023

Change in Accounting Estimate [Abstract]

Schedule of Net Estimated at Completion ("EAC") Adjustments

Net EAC adjustments had the following impact to earnings for the periods presented:

	Quarter Ended
(In millions, except per share amounts)	March 31, 2023		April 1, 2022
Net EAC adjustments, before income taxes(1)	$	(56)	$	46
Net EAC adjustments, net of income taxes	(42)		35
Net EAC adjustments, net of income taxes, per diluted share	(0.22)		0.18

_______________

(1)Excludes charges related to an impairment of a customer contract of $18 million which is included in the “Revenue from product sales and services” and “Cost of product sales and services” line items in our Condensed Consolidated Statement of Operations for the quarter ended March 31, 2023.

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BUSINESS SEGMENT INFORMATION (Tables)

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Schedule of Selected Financial Information by Business Segments

Segment revenue, segment operating income and a reconciliation of segment operating income to total income before income taxes are as follows:

	Quarter Ended
(In millions)	March 31, 2023		April 1, 2022
Revenue from Product Sales and Services
IMS	$	1,700	$	1,659
SAS	1,655		1,517
CS	1,163		963
Corporate eliminations	(47)		(36)
Total revenue from product sales and services	$	4,471	$	4,103
Income before Income Taxes
Segment Operating Income:
IMS	$	185	$	251
SAS	187		177
CS	266		229
Total segment operating income	638		657
Unallocated Items:
Unallocated corporate department expense, net(1)	(6)		(4)
Amortization of acquisition-related intangibles(2)	(165)		(152)
Acquisition-related transaction and integration expenses	(40)		—
L3Harris merger-related integration expenses	—		(24)
Impairment of other assets	(18)		—
Additional cost of sales related to the fair value step-up in inventory sold	(15)		—
Enterprise transformation program	(13)		—
Pre-acquisition and other divestiture-related expenses	(10)		(1)
FAS/CAS operating adjustment(3)	22		22
Total unallocated items	(245)		(159)
Non-operating income, net	82		106
Interest expense, net	(102)		(68)
Income before income taxes	$	373	$	536

_______________

(1)Includes certain corporate-level expenses that are not included in management’s evaluation of segment operating performance.

(2)Includes amortization of identifiable intangible assets acquired in connection with business combinations. Because our acquisitions benefited the entire Company, the amortization of identifiable intangible assets acquired was not allocated to any segment.

(3)Represents the difference between the service cost component of Financial Accounting Standards ("FAS") pension and other postretirement benefits (“OPEB”) cost and total U.S. Government Cost Accounting Standards (“CAS”) pension and OPEB cost and replaces the “Pension adjustment” line item previously presented, which included the non-service components of FAS pension and OPEB income. See Net FAS/CAS operating adjustment table below.

The table below is a reconciliation of the FAS/CAS operating adjustment:

	Quarter Ended
(In millions)	March 31, 2023		April 1, 2022
FAS pension service cost	$	(6)	$	(11)
Less: CAS pension cost	(28)		(33)
FAS/CAS operating adjustment	22		22
Non-service FAS pension income	77		110
FAS/CAS pension adjustment, net	$	99	$	132

Schedule of Disaggregation of Revenue by Segment

Disaggregation of Revenue

We disaggregate revenue for all three business segments by customer relationship, contract type and geographical region. We believe these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

	Quarter Ended
	March 31, 2023						April 1, 2022
(In millions)	IMS		SAS		CS		IMS		SAS		CS
Revenue By Customer Relationship
Prime contractor	$	1,154	$	1,010	$	807	$	1,086	$	977	$	656
Subcontractor	525		632		343		557		530		296
Intersegment	21		13		13		16		10		11
Total revenue	$	1,700	$	1,655	$	1,163	$	1,659	$	1,517	$	963
Revenue By Contract Type
Fixed-price(1)	$	1,286	$	1,022	$	978	$	1,261	$	880	$	797
Cost-reimbursable	393		620		172		382		627		155
Intersegment	21		13		13		16		10		11
Total revenue	$	1,700	$	1,655	$	1,163	$	1,659	$	1,517	$	963
Revenue By Geographical Region
United States	$	1,257	$	1,454	$	791	$	1,182	$	1,342	$	625
International	422		188		359		461		165		327
Intersegment	21		13		13		16		10		11
Total revenue	$	1,700	$	1,655	$	1,163	$	1,659	$	1,517	$	963

_______________

(1)Includes revenue derived from time-and-materials contracts.

Schedule of Total Assets by Segment

Total assets by business segment are as follows:

(In millions)	March 31, 2023		December 30, 2022
Total Assets
IMS	$	10,914	$	11,283
SAS	9,169		8,475
CS	7,119		5,800
Corporate(1)	8,305		7,966
Total Assets	$	35,507	$	33,524

_______________

(1)Identifiable intangible assets acquired in connection with business combinations were recorded as corporate assets because they benefited the entire Company. Identifiable intangible asset balances recorded as corporate assets were $6.7 billion and $6.0 billion at March 31, 2023 and December 30, 2022, respectively. Corporate assets also consisted of cash, income taxes receivable, deferred income taxes, deferred compensation plan investments, buildings and equipment, as well as any assets of business held for sale.

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ACQUISITIONS AND DIVESTITURES - Narrative (Details) - USD ($) $ in Millions				3 Months Ended		12 Months Ended
	Jan. 03, 2023	Dec. 17, 2022	Nov. 22, 2022	Mar. 31, 2023	Apr. 01, 2022	Dec. 30, 2022	Apr. 06, 2023
Business Acquisition [Line Items]
Goodwill				$ 18,291		$ 17,283
Income before income taxes				373	$ 536
Goodwill decrease from divestitures				9
Viasat TDL
Business Acquisition [Line Items]
Revenues						94
Income before income taxes						$ 8
Secured Debt | Term loan, due November 21, 2025
Business Acquisition [Line Items]
Debt instrument term			3 years
Secured Debt | Term loan, due November 21, 2025 | Line of Credit
Business Acquisition [Line Items]
Debt issued			$ 2,250
Disposal group, held-for-sale, not discontinued operations | Visual Information Solutions (VIS) Business
Business Acquisition [Line Items]
Goodwill decrease from divestitures				9
Subsequent Event | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Visual Information Solutions (VIS) Business
Business Acquisition [Line Items]
Cash price on sale of business							$ 70
Tactical Data Links (TDL) Product Line
Business Acquisition [Line Items]
Purchase price	$ 1,958
Business combination, consideration transferred	1,974
Provision for loss on customer contracts				83
Loss provision amortization expense				8
Preliminary acquisition date fair value of the off-market components liabilities				57
Revenue from amortization of off-market contract liability				9
Future estimated revenue from the amortization of off-market contract liabilities, remainder of fiscal year				22
Future estimated revenue from the amortization of off-market contract liabilities, year one				26
Goodwill	$ 1,014
Net revenues from acquiree for the reporting period				81
Earnings from acquiree for the reporting period				26
Acquisition related costs				31
Tactical Data Links (TDL) Product Line | Other Accrued Liabilities
Business Acquisition [Line Items]
Preliminary acquisition date fair value of the off-market components liabilities				31
Tactical Data Links (TDL) Product Line | Other Noncurrent Liabilities
Business Acquisition [Line Items]
Preliminary acquisition date fair value of the off-market components liabilities				$ 26
Aerojet Rocketdyne Holdings, Inc.
Business Acquisition [Line Items]
Business combination, price of acquisition, expected		$ 4,700

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ACQUISITIONS AND DIVESTITURES - Calculation of Consideration Transferred (Details) - Tactical Data Links (TDL) Product Line $ in Millions	Jan. 03, 2023 USD ($)
Business Acquisition [Line Items]
Purchase price	$ 1,958
Estimated net working capital and other adjustments	15
Cash consideration paid	1,973
Settlement of preexisting relationship	1
Fair value of consideration transferred	$ 1,974

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ACQUISITIONS AND DIVESTITURES - Assets Acquired, Liabilities Assumed (Details) - USD ($) $ in Millions	Mar. 31, 2023	Jan. 03, 2023	Dec. 30, 2022
Business Acquisition [Line Items]
Goodwill	$ 18,291		$ 17,283
Tactical Data Links (TDL) Product Line
Business Acquisition [Line Items]
Receivables		$ 28
Contract assets		18
Inventories		164
Other current assets		9
Property, plant and equipment		50
Operating lease right-of-use assets		12
Goodwill		1,014
Other intangible assets		850
Deferred income tax		33
Other non-current assets		6
Total assets acquired		2,184
Accounts payable		20
Contract liabilities		28
Compensation and benefits		2
Other accrued items		119
Operating lease liabilities		10
Other long-term liabilities		31
Total liabilities assumed		210
Net assets acquired		$ 1,974

XML

ACQUISITIONS AND DIVESTITURES - Identifiable Intangible Assets Acquired (Details) $ in Millions	Jan. 03, 2023 USD ($)
Tactical Data Links (TDL) Product Line
Business Acquisition [Line Items]
Identifiable intangible assets acquired	$ 850
Developed technology
Business Acquisition [Line Items]
Weighted average amortization period	17 years
Developed technology | Tactical Data Links (TDL) Product Line
Business Acquisition [Line Items]
Identifiable intangible assets acquired	$ 358
Customer relationships | Tactical Data Links (TDL) Product Line
Business Acquisition [Line Items]
Identifiable intangible assets acquired	$ 492
Backlog
Business Acquisition [Line Items]
Weighted average amortization period	2 years
Backlog | Tactical Data Links (TDL) Product Line
Business Acquisition [Line Items]
Identifiable intangible assets acquired	$ 25
Government programs
Business Acquisition [Line Items]
Weighted average amortization period	15 years
Government programs | Tactical Data Links (TDL) Product Line
Business Acquisition [Line Items]
Identifiable intangible assets acquired	$ 467

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STOCK OPTIONS AND OTHER SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Apr. 01, 2022
L3Harris Shareholder-approved Employee Stock Incentive Plans
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based payment arrangement, expense	$ 23	$ 28

XML

STOCK OPTIONS AND OTHER SHARE-BASED COMPENSATION - Summary of Awards Granted (Details) - $ / shares shares in Millions	3 Months Ended
	Mar. 31, 2023	Apr. 01, 2022
Shares
Options granted (in shares)	0.4	0.4
Weighted Average Grant Date Fair Value Per Share [Abstract]
Stock options granted (in dollars per share)	$ 54.81	$ 53.42
Stock Options
Weighted Average Grant Date Fair Value Per Share [Abstract]
Award vesting period	3 years
Restricted Stock and Restricted Stock Units
Shares
Equity instruments other than options granted (in shares)	0.1	0.2
Weighted Average Grant Date Fair Value Per Share [Abstract]
Equity instruments other than options granted (in dollars per share)	$ 210.84	$ 220.97
Award vesting period	3 years
Performance Share Units
Shares
Equity instruments other than options granted (in shares)	0.2	0.2
Weighted Average Grant Date Fair Value Per Share [Abstract]
Equity instruments other than options granted (in dollars per share)	$ 223.09	$ 258.83
Award vesting period	3 years

XML

ACCUMULATED OTHER COMPREHENSIVE LOSS ("AOCI") (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Apr. 01, 2022
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	$ 18,624	$ 19,319
Other comprehensive income before reclassifications to earnings, net of income taxes	12	2
Gains (losses) reclassified to earnings, net of income taxes	(12)	(6)
Other comprehensive loss, net of income taxes	0	(4)
Ending balance	18,408	19,366
Total AOCI
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(288)	(146)
Other comprehensive income before reclassifications to earnings, net of income taxes	12	2
Gains (losses) reclassified to earnings, net of income taxes	(12)	(6)
Other comprehensive loss, net of income taxes	0	(4)
Ending balance	(288)	(150)
Foreign currency translation
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(237)	(118)
Other comprehensive income before reclassifications to earnings, net of income taxes	7	(3)
Gains (losses) reclassified to earnings, net of income taxes	0	0
Other comprehensive loss, net of income taxes	7	(3)
Ending balance	(230)	(121)
Net unrealized losses on hedging derivatives
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(79)	(89)
Other comprehensive income before reclassifications to earnings, net of income taxes	5	5
Gains (losses) reclassified to earnings, net of income taxes	(1)	(1)
Other comprehensive loss, net of income taxes	4	4
Ending balance	(75)	(85)
Unrecognized postretirement obligations
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	28	61
Other comprehensive income before reclassifications to earnings, net of income taxes	0	0
Gains (losses) reclassified to earnings, net of income taxes	(11)	(5)
Other comprehensive loss, net of income taxes	(11)	(5)
Ending balance	$ 17	$ 56

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CONTRACT ASSETS AND CONTRACT LIABILITIES (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 30, 2022
Revenue from Contract with Customer [Abstract]
Contract assets	$ 3,274	$ 2,987
Contract liabilities, current	(1,525)	(1,400)
Contract liabilities, non-current	(115)	(117)
Net contract assets	1,634	1,470
Components of Contract Assets:
Unbilled contract receivables, gross	5,066	4,629
Unliquidated progress payments and advances	(1,792)	(1,642)
Contract assets	$ 3,274	$ 2,987

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CONTRACT ASSETS AND CONTRACT LIABILITIES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Apr. 01, 2022
Revenue from Contract with Customer [Abstract]
Recognized revenue related to contract liabilities outstanding at the end of the year	$ 603	$ 517

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INVENTORIES (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 30, 2022
Inventory [Line Items]
Finished products(1)	$ 315	$ 181
Work in process	463	396
Materials and supplies	763	714
Inventories	1,541	$ 1,291
Tactical Data Links (TDL) Product Line
Inventory [Line Items]
Finished products(1)	111
Inventories	$ 132

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GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in Carrying Amount of Goodwill (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Goodwill [Roll Forward]
Beginning Balance	$ 17,283
Reallocation of goodwill in business realignment	0
Goodwill from TDL acquisition	1,014
Assets of business held for sale	(9)
Currency translation adjustments	3
Ending Balance	18,291
Disposal group, held-for-sale, not discontinued operations | Visual Information Solutions (VIS) Business
Goodwill [Roll Forward]
Assets of business held for sale	(9)
IMS
Goodwill [Roll Forward]
Beginning Balance	7,709
Reallocation of goodwill in business realignment	(327)
Goodwill from TDL acquisition	0
Assets of business held for sale	0
Currency translation adjustments	0
Ending Balance	7,382
SAS
Goodwill [Roll Forward]
Beginning Balance	5,778
Reallocation of goodwill in business realignment	327
Goodwill from TDL acquisition	0
Assets of business held for sale	(9)
Currency translation adjustments	3
Ending Balance	6,099
CS
Goodwill [Roll Forward]
Beginning Balance	3,796
Reallocation of goodwill in business realignment	0
Goodwill from TDL acquisition	1,014
Assets of business held for sale	0
Currency translation adjustments	0
Ending Balance	$ 4,810

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GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($) unit	Apr. 01, 2022 USD ($)	Dec. 30, 2022 USD ($) unit	Jan. 03, 2023 USD ($)
Finite-Lived Intangible Assets [Line Items]
Number of reporting units | unit	8		9
Reallocation of goodwill in business realignment	$ 0
Goodwill	18,291		$ 17,283
Amortization of intangible assets	165	$ 152
Tactical Data Links (TDL) Product Line
Finite-Lived Intangible Assets [Line Items]
Goodwill				$ 1,014
SAS
Finite-Lived Intangible Assets [Line Items]
Reallocation of goodwill in business realignment	327
Goodwill	$ 6,099		$ 5,778

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GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Finite and Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Millions	Jan. 03, 2023	Mar. 31, 2023	Dec. 30, 2022
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		$ 7,638	$ 6,788
Accumulated Amortization		2,774	2,611
Net Carrying Amount		4,864	4,177
Total intangibles, gross carrying amount		9,462	8,612
Total identifiable intangible assets, net		6,688	6,001
Tactical Data Links (TDL) Product Line
Finite-Lived Intangible Assets [Line Items]
Other intangible assets	$ 850
Disposal group, held-for-sale, not discontinued operations
Finite-Lived Intangible Assets [Line Items]
Intangibles reclassified to assets of disposal group			10
In-process research and development
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets		21	21
Trade names — corporate
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets		1,803	1,803
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		6,616	6,124
Accumulated Amortization		2,328	2,189
Net Carrying Amount		4,288	3,935
Customer relationships | Tactical Data Links (TDL) Product Line
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization		11
Other intangible assets	492
Developed technologies
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		924	566
Accumulated Amortization		388	366
Net Carrying Amount		536	200
Contract backlog
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		1	1
Accumulated Amortization		1	1
Net Carrying Amount		0	0
Trade names — corporate
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		95	95
Accumulated Amortization		55	53
Net Carrying Amount		40	42
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount		2	2
Accumulated Amortization		2	2
Net Carrying Amount		0	$ 0
Developed technology | Tactical Data Links (TDL) Product Line
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization		$ 5
Other intangible assets	$ 358

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GOODWILL AND OTHER INTANGIBLE ASSETS - Future Amortization Expense (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2023	$ 652
2024	608
2025	552
2026	493
2027	459
Thereafter	2,100
Net Carrying Amount	$ 4,864	$ 4,177

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DEBT AND CREDIT ARRANGEMENTS - Long-term Debt, Net (Details) - USD ($)	Mar. 31, 2023	Dec. 30, 2022
Debt Instrument [Line Items]
Financing lease obligations and other debt	$ 218,000,000	$ 222,000,000
Total debt	8,994,000,000	6,998,000,000
Plus: unamortized bond premium	64,000,000	70,000,000
Less: unamortized discounts and issuance costs	(27,000,000)	(25,000,000)
Total debt, net	9,031,000,000	7,043,000,000
Less: current portion of long-term debt, net	(811,000,000)	(818,000,000)
Total long-term debt, net	8,220,000,000	6,225,000,000
Variable-rate debt | Floating rate notes, due March 10, 2023 ("Floating 2023 Notes")
Debt Instrument [Line Items]
Debt	0	250,000,000
Line of Credit | Term loan, due November 21, 2025 | Secured Debt
Debt Instrument [Line Items]
Debt	2,250,000,000	0
Fixed-rate debt
Debt Instrument [Line Items]
Total debt	$ 8,776,000,000	6,776,000,000
Fixed-rate debt | 3.85% notes, due June 15, 2023 ("3.85% 2023 Notes")
Debt Instrument [Line Items]
Debt interest rate	3.85%
Debt	$ 800,000,000	800,000,000
Fixed-rate debt | 3.95% notes, due May 28, 2024
Debt Instrument [Line Items]
Debt interest rate	3.95%
Debt	$ 350,000,000	350,000,000
Fixed-rate debt | 3.832% notes, due April 27, 2025
Debt Instrument [Line Items]
Debt interest rate	3.832%
Debt	$ 600,000,000	600,000,000
Fixed-rate debt | 7.00% debentures, due January 15, 2026
Debt Instrument [Line Items]
Debt interest rate	7.00%
Debt	$ 100,000,000	100,000,000
Fixed-rate debt | 3.85% notes, due December 15, 2026
Debt Instrument [Line Items]
Debt interest rate	3.85%
Debt	$ 550,000,000	550,000,000
Fixed-rate debt | 6.35% debentures, due February 1, 2028
Debt Instrument [Line Items]
Debt interest rate	4.40%
Debt	$ 26,000,000	26,000,000
Fixed-rate debt | 4.40% notes, due June 15, 2028
Debt Instrument [Line Items]
Debt interest rate	6.35%
Debt	$ 1,850,000,000	1,850,000,000
Fixed-rate debt | 2.90% notes, due December 15, 2029
Debt Instrument [Line Items]
Debt interest rate	2.90%
Debt	$ 400,000,000	400,000,000
Fixed-rate debt | 1.80% 2031 Notes, due January 15, 2031
Debt Instrument [Line Items]
Debt interest rate	1.80%
Debt	$ 650,000,000	650,000,000
Fixed-rate debt | 4.854% notes, due April 27, 2035
Debt Instrument [Line Items]
Debt interest rate	4.854%
Debt	$ 400,000,000	400,000,000
Fixed-rate debt | 6.15% notes, due December 15, 2040
Debt Instrument [Line Items]
Debt interest rate	6.15%
Debt	$ 300,000,000	300,000,000
Fixed-rate debt | 5.054% notes, due April 27, 2045
Debt Instrument [Line Items]
Debt interest rate	5.054%
Debt	$ 500,000,000	$ 500,000,000

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DEBT AND CREDIT ARRANGEMENTS - Narrative (Details) - USD ($)						3 Months Ended
	Mar. 14, 2023	Mar. 10, 2023	Jan. 03, 2023	Nov. 22, 2022	Jul. 29, 2022	Mar. 31, 2023	Apr. 01, 2022	Dec. 30, 2022
Debt Instrument [Line Items]
Proceeds from issuance of long-term debt							$ 0
Repayments of borrowings						$ 255,000,000	5,000,000
Short-term debt						2,000,000		$ 2,000,000
Commercial Paper
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity	$ 3,400,000,000
Commercial Paper Program
Debt Instrument [Line Items]
Short-term debt						0
Maximum | Commercial Paper
Debt Instrument [Line Items]
Debt instrument term	397 days
Senior Unsecured Debt
Debt Instrument [Line Items]
Repayments of borrowings							$ 0
Term loan, due November 21, 2025 | Secured Debt
Debt Instrument [Line Items]
Debt instrument term				3 years
Term loan, due November 21, 2025 | Line of Credit | Secured Debt
Debt Instrument [Line Items]
Debt issued				$ 2,250,000,000
Proceeds from issuance of long-term debt	$ 250,000,000		$ 2,000,000,000
Debt						$ 2,250,000,000		0
Term loan, due November 21, 2025 | Line of Credit | Secured Debt | Secured Overnight Financing Rate (SOFR) Variable Rate
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				0.10%
Term loan, due November 21, 2025 | Line of Credit | Secured Debt | Senior Debt Ratings
Debt Instrument [Line Items]
Line of credit facility, interest rate at period end						6.20%
Interest rate percentage, net of impact of interest rate cap derivative						0.061
Term loan, due November 21, 2025 | Line of Credit | Secured Debt | Senior Debt Ratings | Minimum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				1.125%
Term loan, due November 21, 2025 | Line of Credit | Secured Debt | Senior Debt Ratings | Maximum
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate				1.875%
Floating rate notes, due March 10, 2023 ("Floating 2023 Notes") | Senior Unsecured Debt
Debt Instrument [Line Items]
Debt						$ 0		$ 250,000,000
Repayments of borrowings	$ 250,000,000
2023 Credit Agreement | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument term		364 days
Line of credit facility, maximum borrowing capacity		$ 2,400,000,000
Line of credit						0
2022 Credit Agreement | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument term					5 years
Line of credit facility, maximum borrowing capacity					$ 2,000,000,000
Line of credit						$ 0

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PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Apr. 01, 2022
Pension
Operating
Service cost	$ 6	$ 10
Non-operating
Interest cost	92	55
Expected return on plan assets	(153)	(156)
Amortization of net actuarial (gain) loss	(2)	2
Amortization of prior service credit	(7)	(6)
Non-service cost periodic benefit income	(70)	(105)
Net periodic benefit income	(64)	(95)
Other Benefits
Operating
Service cost	0	1
Non-operating
Interest cost	3	2
Expected return on plan assets	(5)	(5)
Amortization of net actuarial (gain) loss	(5)	(2)
Amortization of prior service credit	0	0
Non-service cost periodic benefit income	(7)	(5)
Net periodic benefit income	$ (7)	$ (4)

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EARNINGS PER SHARE (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2023	Apr. 01, 2022
Earnings Per Share [Abstract]
Basic weighted average common shares outstanding (in shares)	190.2	193.2
Impact of dilutive share-based awards (in shares)	1.0	1.9
Diluted weighted average common shares outstanding (in shares)	191.2	195.1
Weighted average anti-dilutive employee stock options outstanding (in shares)	1.2	0.2

XML

INCOME TAXES (Details)	3 Months Ended
	Mar. 31, 2023	Apr. 01, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate reconciliation (percent)	9.10%	11.30%

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FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 30, 2022
Carrying Amount
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt (including current portion)	$ 9,031	$ 7,043
Carrying Amount | Debt, excluding Term Loan 2025
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt (including current portion)	6,781	7,043
Carrying Amount | Term Loan 2025
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt (including current portion)	2,250	0
Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of deferred compensation plan assets	101	97
Fair value of deferred compensation plan liabilities	200	200
Fair Value | Valuation, Market Approach
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt (including current portion)	8,739	6,569
Fair Value | Valuation, Market Approach | Debt, excluding Term Loan 2025
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt (including current portion)	6,489	6,569
Fair Value | Valuation, Market Approach | Term Loan 2025
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Long-term debt (including current portion)	2,250	0
Fair Value | Equity securities and mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of deferred compensation plan liabilities	7	8
Fair Value | Investments Measured at NAV | Common/collective trusts and guaranteed investment contracts
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of deferred compensation plan liabilities	193	192
Fair Value | Level 1 | Equity securities and mutual funds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of deferred compensation plan liabilities	7	8
Equity and fixed income securities | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of deferred compensation plan assets	67	64
Equity and fixed income securities | Fair Value | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of deferred compensation plan assets	67	64
Corporate-owned life insurance | Fair Value | Investments Measured at NAV
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of deferred compensation plan assets	$ 34	$ 33

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CHANGES IN ESTIMATES (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2023	Apr. 01, 2022
Change in Accounting Estimate [Line Items]
Capitalized contract cost, impairment loss	$ 18
Revenue recognized from performance obligations satisfied in previous periods	36	$ 58
Contracts Accounted for under Percentage of Completion
Change in Accounting Estimate [Line Items]
Net EAC adjustments, before income taxes	(56)	46
Net EAC adjustments, net of income taxes	$ (42)	$ 35
Net EAC adjustments, net of income taxes, per diluted share (in dollars per share)	$ (0.22)	$ 0.18

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BACKLOG (Details) - USD ($) $ in Billions	Mar. 31, 2023	Dec. 30, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Backlog	$ 24.5	$ 22.3
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation percentage	45.00%
Expected timing of satisfaction period	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-12-30
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation percentage	70.00%
Expected timing of satisfaction period	1 year

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BUSINESS SEGMENT INFORMATION - Narrative (Details)	3 Months Ended
	Mar. 31, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	3
Number of reportable segments	3

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BUSINESS SEGMENT INFORMATION - Revenues and Income From Continuing Operations by Segment (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Apr. 01, 2022
Revenue from Product Sales and Services
Revenue from product sales and services	$ 4,471	$ 4,103
Unallocated Items:
Unallocated corporate department expense, net	(6)	(4)
Amortization of acquisition-related intangibles	(165)	(152)
Acquisition-related transaction and integration expenses	(40)	0
L3Harris merger-related integration expenses	0	(24)
Impairment of other assets	(18)	0
Additional cost of sales related to the fair value step-up in inventory sold	(15)	0
Enterprise transformation program	(13)	0
Pre-acquisition and other divestiture-related expenses	(10)	(1)
FAS/CAS operating adjustment	(22)	(22)
Total unallocated items	(245)	(159)
Non-operating income, net	82	106
Interest expense, net	(102)	(68)
Income before income taxes	373	536
FAS/CAS operating adjustment	22	22
Pension
Unallocated Items:
FAS pension service cost	(6)	(10)
Non-service FAS pension income	(70)	(105)
Pension | Plans Under US Government Contracts
Unallocated Items:
FAS/CAS operating adjustment	(22)	(22)
FAS pension service cost	(6)	(11)
Less: CAS pension cost	(28)	(33)
FAS/CAS operating adjustment	22	22
Non-service FAS pension income	77	110
Net FAS/CAS pension adjustment	99	132
IMS
Revenue from Product Sales and Services
Revenue from product sales and services	1,700	1,659
SAS
Revenue from Product Sales and Services
Revenue from product sales and services	1,655	1,517
CS
Revenue from Product Sales and Services
Revenue from product sales and services	1,163	963
Operating segments
Income before Income Taxes
Segment Operating Income:	638	657
Operating segments | IMS
Revenue from Product Sales and Services
Revenue from product sales and services	1,700	1,659
Income before Income Taxes
Segment Operating Income:	185	251
Operating segments | SAS
Revenue from Product Sales and Services
Revenue from product sales and services	1,655	1,517
Income before Income Taxes
Segment Operating Income:	187	177
Operating segments | CS
Revenue from Product Sales and Services
Revenue from product sales and services	1,163	963
Income before Income Taxes
Segment Operating Income:	266	229
Corporate
Revenue from Product Sales and Services
Revenue from product sales and services	$ (47)	$ (36)

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BUSINESS SEGMENT INFORMATION - Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Apr. 01, 2022
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	$ 4,471	$ 4,103
IMS
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	1,700	1,659
IMS | United States
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	1,257	1,182
IMS | International
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	422	461
IMS | Fixed-price
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	1,286	1,261
IMS | Cost-reimbursable
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	393	382
IMS | Intersegment
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	21	16
SAS
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	1,655	1,517
SAS | United States
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	1,454	1,342
SAS | International
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	188	165
SAS | Fixed-price
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	1,022	880
SAS | Cost-reimbursable
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	620	627
SAS | Intersegment
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	13	10
CS
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	1,163	963
CS | United States
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	791	625
CS | International
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	359	327
CS | Fixed-price
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	978	797
CS | Cost-reimbursable
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	172	155
CS | Intersegment
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	13	11
Prime contractor | IMS
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	1,154	1,086
Prime contractor | SAS
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	1,010	977
Prime contractor | CS
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	807	656
Subcontractor | IMS
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	525	557
Subcontractor | SAS
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	632	530
Subcontractor | CS
Disaggregation of Revenue [Line Items]
Revenue from product sales and services	$ 343	$ 296

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BUSINESS SEGMENT INFORMATION - Total Assets by Segment (Details) - USD ($) $ in Millions	Mar. 31, 2023	Dec. 30, 2022
Segment Reporting Information [Line Items]
Assets	$ 35,507	$ 33,524
Identifiable intangible assets acquired	6,688	6,001
Operating segments | IMS
Segment Reporting Information [Line Items]
Assets	10,914	11,283
Operating segments | SAS
Segment Reporting Information [Line Items]
Assets	9,169	8,475
Operating segments | CS
Segment Reporting Information [Line Items]
Assets	7,119	5,800
Corporate
Segment Reporting Information [Line Items]
Assets	8,305	7,966
Identifiable intangible assets acquired	$ 6,700	$ 6,000

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LEGAL PROCEEDINGS AND CONTINGENCIES (Details) - Passaic River Alaska - Exelis $ in Millions	1 Months Ended	3 Months Ended
	Mar. 31, 2016 USD ($) responsible_party	Dec. 31, 2021 USD ($)
Loss Contingencies [Line Items]
Number of potentially responsible parties notified (more than) | responsible_party	100
Site contingency, loss exposure not accrued, best estimate | $	$ 1,380	$ 441

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SUBSEQUENT EVENTS (Details) $ in Millions	Apr. 06, 2023 USD ($)
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Visual Information Solutions (VIS) Business | Subsequent Event
Subsequent Event [Line Items]
Cash price on sale of business	$ 70