L3Harris Technologies (LHX) 10-K risk factor changes: FY2021 vs FY2020

[removed: COVID and ongoing attempts to contain and reduce its spread] [added: The effects of COVID] could have a material adverse effect on our business operations, financial condition, results of operations, cash flows and equity.

[removed: COVID, which in fiscal 2020 was recognized as a] [added: The COVID] pandemic [removed: by the World Health Organization] and [removed: declared a national emergency by] the [removed: U.S. Government,] [added: emergence] and [added: spread of more transmissible variants, and] ongoing attempts to contain and reduce its spread, such as mandatory closures, “shelter-in-place” [removed: orders] [added: orders, vaccine programs] and [added: mandates and] travel and quarantine restrictions, have caused significant volatility, uncertainty, disruption and other adverse effects on the U.S. and global economies, including impacts to supply chains, customer demand, [added: workforce,] international trade and capital markets.

The U.S. Government response [added: to COVID also] has included identifying the [removed: defense industrial base] [added: Defense Industrial Base] as a Critical Infrastructure Sector and enhancing cash flow and liquidity for the Defense Industrial Base, such as by increasing progress payments and accelerating contract [removed: awards.][added: awards, which enabled us to keep our U.S. production facilities largely operational in support of national security commitments to U.S. Government customers (as part of the Defense Industrial Base) and to accelerate payments to small business suppliers, which we expect to continue while the U.S. Government’s responsive actions remain in effect.]

Although we believe that [removed: the] [added: a] large percentage of our revenue, earnings and cash flow that is derived from sales to the U.S. Government, both directly and through prime contractors, will be relatively predictable, in part due to the [added: U.S. Government’s] responsive actions [removed: taken by the U.S. Government] described above, our [removed: commercial, international] [added: commercial] and [removed: public safety] [added: international] businesses have experienced adverse COVID-related impacts and remain at a higher risk of further adverse COVID-related [removed: impacts.][added: impacts, and we cannot eliminate all potential impacts to our business from supply chain risks, such as longer lead times and shortages of electronics and other components used in our products.]

For example, the severe decline in global air traffic from travel restrictions and the resulting downturn in the commercial aviation market and its impact on customer [added: operations has significantly reduced demand for flight training, flight simulators and commercial avionics products in our Aviation Systems segment’s Commercial Aviation Solutions sector.]

We [removed: are continuing] [added: continue] to closely monitor COVID-related impacts on all aspects of our business and geographies, including on our workforce, supply chain and customers.

We may [removed: continue to or further] restrict operations of our facilities if we deem it necessary or if recommended or mandated by governmental authorities, and we may experience [removed: further] volatility in the overall demand environment for our products, systems and [removed: services,] [added: services or impacts to our business from supply chain risks,] any of which would have a further adverse impact on us.

Our management’s focus on mitigating COVID-related impacts has required and [removed: will] [added: may] continue to require a large investment of time and resources across our enterprise, which may impact other value-added services or initiatives.

Additionally, it remains uncertain [removed: when and] on what scale our employees that are working remotely will return to work in person, and an extended period of remote work arrangements could strain our business continuity plans, create additional operational risk, such as cyber security risks, and impair our ability to manage our business.

The manner and extent to which COVID-related [added: disruptions and] impacts further affect us, directly and indirectly by affecting our workforce, supply chain and customers, [added: including our ability to perform under U.S. Government and other contracts within agreed timeframes and ultimately on our results of operations and cash flows,] will depend on numerous evolving factors and future [removed: developments that we are not able to predict,] [added: developments,] including: the ultimate severity and duration of COVID; the extent, effectiveness and other [added: impacts and] consequences of [removed: attempts to contain] [added: governmental authority containment, mitigation] and [removed: reduce its spread;] [added: other actions related to COVID;] governmental, business and other actions, which could include closures or other limitations on our or our supply chain’s operations or mandates to provide products, systems or services; impacts on economic activity and customer demand, budgets and buying [removed: patterns;] [added: patterns, including global air traffic demand and governmental subsidies to airlines;] the health of and the effect on our workforce and our ability to meet staffing needs in our businesses and facilities, particularly if members of our workforce are quarantined as a result of exposure; any impairment in value of our tangible or intangible assets which could be recorded as a result of weaker economic conditions; [removed: and the] potential effects on our internal controls, including those over financial reporting, as a result of changes in working environments, among [removed: others.][added: others; and disruptions or turmoil in the credit or financial markets or impacts on our credit ratings, which could adversely affect our ability to access capital on favorable terms and continue to meet our liquidity needs.]

The percentage of our revenue derived from sales to U.S. Government customers, including foreign military sales funded through the U.S. Government, both directly and through prime contractors, was [added: 75 percent,] 78 percent, 73 [removed: percent, 77] percent and [removed: 75] [added: 77] percent in fiscal [added: 2021, fiscal] 2020, the two quarters ended January 3, [removed: 2020,] [added: 2020] and fiscal [removed: 2019 and 2018,] [added: 2019,] respectively.

[added: Some of our competitors have greater financial] resources than we do and may have more extensive or more specialized engineering, manufacturing and marketing capabilities than we do in some areas.

For more information [removed: regarding sequestration,] see “Item 7.

In addition, the U.S. Government has and may continue to implement [added: initiatives focused on efficiencies, affordability and cost growth and other changes to its procurement practices.]

Among the causes for debarment are violations of various laws and regulations, including those related to procurement integrity, export control (including [removed: International Traffic in Arms Regulations (“ITAR”)),] [added: ITAR),] U.S. Government security, employment practices, protection of the environment, accuracy of records, proper recording of costs and foreign corruption.

In fiscal [removed: 2020,] [added: 2021,] 74 percent of our revenue was derived from fixed-price contracts which allow us to benefit from cost savings, but subject us to the risk of potential cost overruns, [added: including due to greater than anticipated inflation or unexpected delays,] particularly for firm fixed-price contracts because we assume all of the cost burden.

In fiscal [removed: 2020,] [added: 2021,] 26 percent of our revenue was derived from cost-plus and time-and-material contracts, substantially all of which are with U.S. Government customers.

Sales to foreign government and commercial customers are generally under [removed: fixed-price arrangements and are included in our fixed-price contract sales.][added: fixed-]

In particular, U.S. [removed: Government] [added: Federal, state and local government] spending priorities and levels remain uncertain and difficult to predict and are affected by numerous factors, including [removed: sequestration and potential alternative funding arrangements and] COVID-related impacts.

Ongoing instability and current conflicts in global markets, including in [added: Eastern Europe,] the Middle East and Asia, and the potential for other conflicts and future terrorist activities and other recent geo-political events throughout the world, including new or increased tariffs and potential trade [removed: wars and the withdrawal of the United Kingdom (the “UK”) from the European Union (the “EU”) in January 2020 (commonly referred to as “Brexit”),] [added: wars,] have created and may continue to create economic and political uncertainties and impacts that could have a material adverse effect on our business, operations and profitability.

We are dependent on sales to customers outside the U.S. The percentage of our total revenue represented by revenue from products, systems and services where the end consumer is located outside the U.S., including foreign military sales through the U.S. Government, was [added: 22 percent,] 20 percent, 21 [removed: percent, 22] percent and [removed: 23] [added: 22] percent in fiscal [added: 2021, fiscal] 2020, the two quarters ended January 3, [removed: 2020,] [added: 2020] and fiscal [removed: 2019 and 2018,] [added: 2019,] respectively.

In fiscal [removed: 2020, 32] [added: 2021, 40] percent of our international business was transacted in local currency.

[removed: We expect that international revenue] will continue to account for a significant portion of our total revenue.

- Contractual obligations to non-U.S. customers [added: that] may include specific in-country purchases, investments, manufacturing agreements or financial or other support arrangements or obligations, known as offset obligations, that may extend for many years, require teaming with local companies and result in significant penalties if not satisfied;

[added: A conviction, or an administrative finding against us that satisfies] the requisite level of seriousness, could result in debarment from contracting with the U.S. Government for a specific term, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and equity.

We face the risk of a security breach, whether through cyber attack, cyber intrusion or insider threat via the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization or with access to systems inside our organization, [added: subcontractors or suppliers,] threats to the physical security of our facilities and employees or other significant disruption of our IT networks and related systems or those of our suppliers or subcontractors.

As an advanced technology-based solutions provider, and particularly as a government contractor with access to national security or other sensitive government information, we face a heightened risk of a security breach or disruption from threats to gain unauthorized access to our and our customers’ proprietary or classified information on our IT networks and related systems and to the IT networks and related systems that we operate and maintain for [removed: certain of our customers.]

Even the most [removed: well protected] [added: well-protected] information, networks, systems and facilities remain potentially vulnerable because attempted security breaches, particularly cyber attacks and cyber intrusions, or disruptions will occur in the future, and because the techniques used in such attempts are constantly evolving and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected (for example, the SolarWinds cyber incident).

This practice will continue to be required, but we may not be able to successfully identify new opportunities and may not have the necessary financial resources to develop new products, systems, services and [removed: technologies in a timely or cost-effective manner.]

To the extent that the demand for qualified personnel exceeds supply, as has been the case from time to time in recent [removed: years,] [added: years and has recently intensified further due to industry trends,] we could experience higher labor, recruiting or training costs in order to attract and retain such employees, or could experience difficulties in performing under our contracts if our needs for such employees were unmet.

At [removed: January 1,] [added: December 31,] 2021, approximately [removed: 3,100] [added: 2,500] of our U.S. employees, or approximately [removed: 7] [added: 6] percent of our employee base, were unionized.

We engage subcontractors on many of our contracts and from time to time may have disputes with them, including regarding the quality and timeliness of work performed by them, customer concerns about the subcontract or subcontractor, our [added: failure to extend existing task orders or issue new task orders under a subcontract, our hiring of the personnel of a subcontractor or vice versa or the subcontractor’s failure to comply with applicable law.]

Our supply chain could also be disrupted by external events, such as natural disasters [added: (including those as a result of climate change)] or other significant disruptions (including COVID-related impacts as described above under “COVID-Related Risks,” extreme weather conditions, epidemics, acts of terrorism, cyber attacks and labor disputes), governmental actions and legislative or regulatory changes, including product certification or stewardship requirements, sourcing restrictions, product authenticity and climate change or [removed: greenhouse gas] [added: GHG] emission standards, or availability constraints from increased demand from customers.

We may experience disputes with our subcontractors; material supply constraints or [removed: problems;] [added: problems, including shortages of components, commodities] or [added: other materials; or] component, subsystems or services problems in the future.

[removed: In addition, in connection with our government contracts, we are required to procure certain materials, components and parts, including certain] microelectronics components, from supply sources approved by the U.S. Government and we rely on our subcontractors and suppliers to comply with applicable laws, regulations and other requirements regarding procurement of counterfeit, unauthorized or otherwise non-compliant parts or materials, including parts or materials they supply to us, and in some circumstances, we rely on their certifications as to their compliance.

Our worldwide operations and operations of our suppliers and customers could be subject to natural disasters [added: (including those as a result of climate change)] or other significant disruptions, including hurricanes, typhoons, tsunamis, floods, earthquakes, fires, water shortages, other extreme weather conditions, epidemics, pandemics, COVID-related impacts as described above under “COVID-Related Risks,” acts of terrorism, power shortages and blackouts, telecommunications failures, cyber attacks and other natural and [removed: manmade] [added: man-made] disasters or disruptions.

Accounting for our contracts requires judgment relative to assessing risks, including risks associated with customer-directed delays and reductions in scheduled deliveries, unfavorable resolutions of claims and contractual [removed: matters,] [added: matters] and judgment associated with estimating contract revenue and costs and assumptions for schedule and technical issues.

At [removed: January 1,] [added: December 31,] 2021, we had [removed: $6.8] [added: $7.0] billion in aggregate principal amount of outstanding debt and [removed: $1.9] [added: $0.6] billion of unfunded defined benefit plans liability.

Additionally, certain of our financial obligations and instruments, including our 2019 Credit Facility (defined below) and Floating Rate Notes due March 10, 2023, as well as financial instruments that we hold or use or may hold or use, such as interest rate swaps, are or may be made at variable interest rates that use the London interbank offered rate (“LIBOR”) (or metrics derived [removed: from or related to LIBOR) as a benchmark for establishing the applicable interest rate.]

See *Note [removed: 13:] [added: 12:] Credit Arrangements* in the Notes for additional information regarding our 2019 Credit Facility and *Note [removed: 14:] [added: 13:] Debt* in the Notes for additional information regarding our Floating Rate Notes due March 10, 2023.

For example, we instituted numerous types of precautions, protocols and other arrangements designed to protect employees from COVID infections and to comply with applicable regulations, and we have also maintained an active dialog, and in some cases developed plans, with key suppliers in an effort to mitigate supply chain risks or otherwise minimize the potential impact from those risks.

On September 9, 2021, President Biden issued an executive order mandating U.S.-based government contractor employees to be fully vaccinated against COVID unless a religious or medical exemption applies.

We took steps to comply with the executive order until it was enjoined by a federal court in December 2021.

If the executive order is reinstated on appeal, or new mandates are implemented, it is uncertain to what extent compliance with any such vaccine mandates may result in adverse impacts, such as employee attrition for us or our subcontractors, or reduced morale or efficiency.

Another example of the effects of supply chain disruption that we have experienced is that revenue, operating income and orders in our Communication Systems segment have been, and we expect will continue to be, adversely impacted by supply chain-related constraints.

While we see many benefits to remote and hybrid work and have adopted new tools and processes to support the workforce, if we are unable to effectively adapt to a hybrid work environment long term, then we may experience a less cohesive workforce, increased attrition, reduced program performance and less innovation.

COVID cases (including the emergence and spread of more transmissible variants) may surge in certain parts of the world, including the U.S. While vaccines for COVID continue to be administered in the U.S. and other countries, the extent and rate of vaccine adoption, the long-term efficacy of these vaccines and other factors remain uncertain.

As long as the pandemic continues, our employees will continue to be exposed to health risks, and we could be negatively impacted in the future if a significant number of our employees, or employees who perform critical functions, become ill, quarantine as a result of exposure to COVID or do not comply with applicable vaccination programs.

As we continue to monitor the situation and public health guidance throughout the world, we may adjust our current policies and practices, and existing and new precautionary measures could negatively affect our operations.

In addition, changes in contract financing policy for fixed-price contracts, such as changes in performance and progress payments policies, including a reversal or modification of the DoD’s March 2020 increase to the applicable progress payment rate from 80% to 90%, could significantly affect the timing of our cash flows.

price arrangements and are included in our fixed-price contract sales.

Given broader inflation in the economy, we are monitoring the risk inflation presents to active and future contracts.

To date we have not seen broad based increases in costs from inflation that are material to the business as a whole; however, if we begin to experience greater than expected supply chain and labor inflation our profits and margins under our contracts, in particular fixed price contracts, could be adversely affected.

We expect that international revenue

certain of our customers.

Any or all of the foregoing could have a negative impact on our business, financial condition, results of operations, cash flows and equity.

technologies in a timely or cost-effective manner.

Failure to attract and retain such personnel would damage our future prospects and could adversely affect our ability to succeed in our human capital goals and priorities, as well as negatively impact our business and operating results.

Complying with U.S. Government contracting regulations that limit the source or manufacture of suppliers and impose stringent cybersecurity regulations also may create challenges for our supply chain and increase costs.

In addition, in connection with our government contracts, we are required to procure certain materials, components and parts, including certain

Additionally, we could incur significant costs to improve the climate-related resiliency of our infrastructure and supply chain and otherwise prepare for, respond to, and mitigate the effects of climate change.

from or related to LIBOR) as a benchmark for establishing the applicable interest rate.

The U.K. Financial Conduct Authority, which regulates LIBOR, has announced that it intends to phase out LIBOR.

Banks currently reporting information used to set U.S. dollar LIBOR are currently expected to stop doing so during 2023.

We estimate the impact to cash from operating activities to be approximately $600 million to $700 million in fiscal 2022 based on the provisions currently in effect.

The impact, will decline each year through fiscal 2026 until it is zero.

The actual impact to cash from operating activities will depend if and when these provisions are deferred, modified or repealed by Congress (including potential retroactive application) and the amount of research and experimental expenses paid or incurred, among other factors.

natural resources.

Changes in government procurement laws that mandate or include climate change considerations, such as the contractor’s GHG emissions, lower emission products or other climate risks, in evaluating bids could result in costly changes to our operations or affect our competitiveness on future bids.

Our suppliers may face similar business interruptions and incur additional costs that may increase the price of materials needed for manufacturing.

If our responses to new or evolving legal and regulatory requirements or other sustainability concerns are unsuccessful or perceived as inadequate for the U.S. or our international markets, we also may suffer damage to our reputation, which could adversely affect our business.

an adjustment to the purchase price.

For example, we instituted work-from-home (for employees who are able to work remotely) and social distancing arrangements; canceled travel and external events; procured personal protective equipment for employees; implemented health screening procedures at all facilities; staggered work shifts, redesigned work stations, implemented stringent cleaning protocols and initiated more detailed safety precautions and protocols for on-site work, such as daily health assessments and mandatory face coverings, which currently remain in effect.

We also have maintained an active dialog with key suppliers and developed plans to mitigate supply chain risks.

We have allowed certain essential business travel to resume and continue to expect to utilize a phased approach based on local conditions for transitioning employees from work-from-home arrangements to on-site work.

As a part of the Defense Industrial Base, these actions have enabled us to keep our U.S. production facilities largely operational in support of national security commitments to U.S. Government customers and to accelerate payments to small business suppliers, which we expect to continue while the U.S. Government’s responsive actions remain in effect.

operations has significantly reduced demand for flight training, flight simulators and commercial avionics products in our Aviation Systems segment’s Commercial Aviation Solutions sector.

As a result, we temporarily, and in some circumstances permanently, closed, or will soon close, some of our flight training facilities, initiated restructuring and other actions to align resources with the outlook for the commercial aviation market (including workforce reduction and facility consolidation) and also recognized $767 million of charges for impairment of goodwill and other assets and other COVID-related impacts in fiscal 2020.

COVID-related costs for us and our suppliers could be significant, and we are seeking reimbursement of certain COVID-related costs under our U.S. Government contracts through a combination of equitable adjustments to the contract price and reimbursement of the costs under Section 3610 of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), which allows federal agencies to reimburse contractors at the minimum applicable contract billing rate for certain COVID-related costs from March 27, 2020 through March 31, 2021.

Reimbursement of any costs under Section 3610 of the CARES Act would increase sales, but is not expected to be at a profit or fee and, thus, would have the effect of reducing our margins in future periods.

These cost increases, including costs for employees whose jobs cannot be performed remotely, may not be fully recoverable under our contracts, particularly fixed-price contracts, or adequately covered by insurance.

We also have no assurance that Congress will appropriate funds to cover the reimbursement of defense contractors as authorized by the CARES Act, which could reduce funds available for other U.S. Government defense priorities.

In addition, disruptions or turmoil in the credit or financial markets or impacts on our credit ratings could adversely affect our ability to access capital on favorable terms and continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted.

COVID-related impacts also may exacerbate other risks discussed below, as well as affect us in a manner that we are not aware of currently, any of which could have a material effect on us.

Some of our competitors have greater financial

initiatives focused on efficiencies, affordability and cost growth and other changes to its procurement practices.

Since January 1, 2021, when the Brexit transition period ended, the UK and EU’s trade and cooperation agreement (covering the general objectives and framework of their relationship, including as to trade, transport and certain other matters, but not providing for free movement of people between the UK and EU, free movement of UK goods or automatic access to the entire EU single market for UK service

suppliers) has applied provisionally, but it remains subject to EU ratification and revision before formal effectiveness.

The effects of Brexit in part depend on application of the terms of the agreement, and thus remain uncertain.

We generated 2 percent of our fiscal 2020 revenue in the UK, but we and our suppliers may experience supply chain disruptions, increased tariffs, currency devaluation in the UK or other adverse impacts on operations or profitability.

A conviction, or an administrative finding against us that satisfies

Failure to attract and retain such personnel would damage our future prospects.

failure to extend existing task orders or issue new task orders under a subcontract, our hiring of the personnel of a subcontractor or vice versa or the subcontractor’s failure to comply with applicable law.

recognized for financial statement purposes or when pension funding is made.

management resources that would otherwise be used to benefit our operations.

and unforeseen issues could arise, which could adversely affect the anticipated returns or which are otherwise not recoverable as an adjustment to the purchase price.

During fiscal 2020, we recorded non-cash charges for impairment of goodwill and other assets of $718 million related to our Commercial Aviation Solutions reporting unit due to COVID-related impacts on global air traffic and customer operations.

We may fail to realize all of the anticipated benefits of the L3Harris Merger or those benefits may take longer to realize than expected.

We may also encounter significant difficulties in integrating the businesses.

Our ability to realize the anticipated benefits of the L3Harris Merger will depend, to a large extent, on our ability to integrate the businesses.

The combination of independent businesses is a complex, costly and time-consuming process.

As a result, we will be required to devote significant management attention and resources to integration activities.

The integration process may disrupt the businesses and, if implemented ineffectively, could restrict the realization of the full benefits anticipated.

The failure to meet the challenges involved in integrating the businesses and to realize the anticipated benefits of the L3Harris Merger could cause an interruption of or a loss of momentum in our activities and could adversely affect our results of operations.

In addition, the overall integration may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customer relationships and diversion of management’s attention.

The difficulties of combining the operations of the companies include, among others:

- The diversion of management’s attention to integration matters;

- Difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects;

- Difficulties in the integration of operations and systems;

- Conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the companies;

- Difficulties in the assimilation of employees;

- Difficulties in managing the expanded operations of a significantly larger and more complex company;

The following Management’s Discussion and Analysis (“MD&A”) is intended to assist in an understanding of our financial condition and results of operations for the fiscal year ended [removed: January 1,] [added: December 31,] 2021 [added: (“fiscal 2021”)] compared with the [removed: four quarters] [added: fiscal year] ended January [removed: 3, 2020] [added: 1, 2021 (“fiscal 2020”)] and [removed: the two quarters ended January 3,] [added: fiscal] 2020 compared with [removed: two] [added: the four] quarters ended [removed: December 28, 2018.][added: January 3, 2020.]

For a discussion of our results for [removed: fiscal 2019] [added: the two quarters ended January 3, 2020 (“Fiscal Transition Period”)] compared with [removed: fiscal] [added: two quarters ended December 28,] 2018, see “Item 7.

Management Discussion and Analysis of Financial Condition and Results of Operations” included in our [removed: Transition] [added: Annual] Report on Form [removed: 10-KT] [added: 10-K] for [removed: the Fiscal Transition Period.][added: fiscal 2020.]

- Business Considerations — a general description of our business; the value drivers of our business; fiscal [removed: 2020] [added: 2021] results of operations and liquidity and capital resources key indicators; and industry-wide opportunities, challenges and risks that are relevant to us in defense, government and commercial markets.

- Liquidity, Capital Resources and Financial Strategies — an analysis of cash flows, funding of pension plans, common stock repurchases, dividends, capital structure and resources, [removed: contractual obligations, off-balance sheet arrangements,] [added: material cash requirements,] commercial commitments, financial risk management, impact of foreign exchange and impact of inflation.

- Forward-Looking Statements and Factors that May Affect Future Results — cautionary information about forward-looking statements and a description of certain risks and uncertainties that could cause our actual results to differ materially from our historical [removed: results] [added: results,] or our current expectations or projections.

We generate revenue, income and cash flows by developing, manufacturing or [removed: providing,] [added: providing] and selling advanced, technology-based solutions that meet government and commercial customers’ mission-critical needs.

As of [removed: January 1,] [added: December 31,] 2021, we had approximately [removed: 48,000] [added: 47,000] employees, including approximately 19,000 engineers and scientists.

We structure our operations primarily around the products, systems and services we sell and the markets we serve, and [added: for fiscal 2021] we [removed: report] [added: reported] the financial results of our continuing operations in the following four [removed: reportable] [added: operating] segments, which [removed: are] [added: were] also [added: our reportable segments and are] referred to as our business segments:

- Space [removed: and] [added: &] Airborne Systems, including space payloads, sensors and full-mission solutions; classified intelligence and cyber defense; [removed: mission] avionics; and electronic warfare;

- Communication Systems, including tactical communications; broadband communications; integrated vision solutions; and public [removed: safety;] [added: safety radios; global communications solutions] and

- Aviation Systems, including defense aviation; commercial aviation products; commercial [removed: and military] pilot training; and mission networks for air traffic management.

During the first quarter of fiscal 2020, we adjusted our segment reporting to better align our businesses and transferred two businesses between our Integrated Mission Systems and Space [removed: and] [added: &] Airborne Systems segments.

As described in more detail in *Note 3: Business Divestitures and Asset Sales* and elsewhere in the Notes, during [removed: the Fiscal Transition Period and] fiscal [added: 2021, fiscal 2020 and the two quarters ended January 3,] 2020, we completed the following business divestitures (which had [removed: the] revenue attributable to them as set forth below):

| | | | Fiscal Year Ended | | | | | | [added: | | | | | | | | | | | |] Four Quarters Ended | | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| [added: (In millions)] | | | [added: December 31, 2021 | | | | | |] January 1, 2021 | | | | | | January 3, 2020 | | |

| [removed: (In] [added: (Dollars in] millions) | | | As Reported | | | | | | [added: As Reported | | | | | | | | | | | | As Reported (Unaudited) | | | | | | | | | | | |] Pro [removed: Forma(6)] [added: forma] | | | [added: | | | | | |]

| Revenue attributable to divested businesses(1): | | | | | | | | | | | | [added: | | | | | |]

| Harris Night Vision [removed: business(2)] [added: business] | | | [removed: $] [added: —] | [added: | | | | |] — | | | | | [removed: $] | 23 | | [added: |]

| Airport security and automation [removed: business(3)] [added: business] | | | [added: — | | | | | |] 147 | | | | | | [removed: 495] [added: 263] | | |

| Applied Kilovolts [removed: and Analytical Instrumentation business(4)] [added: business] | | | [added: — | | | | | |] 7 | | | | | | [removed: 16] [added: 9] | | |

| EOTech [removed: business(5)] [added: business] | | | [added: — | | | | | |] 48 | | | | | | [removed: 52] [added: 27] | | |

See *Note [removed: 25:] [added: 24:] Business Segments* in the Notes for further information regarding our business segments, including how we define segment operating income or loss.

As discussed in further detail in *Note 4: [removed: Restructuring and Other Exit Costs* and *Note 5:] Business Combination* in the Notes, we recorded the following charges at our corporate headquarters in connection with the L3Harris Merger.

| | | | Fiscal [removed: Year] [added: Years] Ended | | | | | | [removed: Four Quarters Ended] | | | | | | [added: Four Quarters Ended] | | | | | | Two Quarters Ended | | | | | | [added: | | | | | |] Fiscal Year Ended | | |

| | | | [added: December 31, 2021 | | | | | |] January 1, 2021 | | | | | | January 3, 2020 | | | | | | [added: January 3, 2020] | | | | | | [removed: January 3, 2020] | | | | | | June 28, 2019 | | |

| [removed: (In] [added: (Dollars in] millions) | | | As Reported | | | | | | As [added: Reported | | | | | | | | | | | | As] Reported (Unaudited) | | | | | | [removed: Pro Forma] | | | | | | [removed: As Reported] [added: Pro forma] | | | | | | | | |

| Equity award acceleration charges, recognized upon change in control | | | $ | — | | | | | $ | [removed: 70 | | | | | $ | 70] [added: —] | | | | | $ | 70 | | | | | $ | — | |

| Transaction costs, recognized as incurred | | | — | | | | | | [removed: 105 | | | | | | 83] [added: —] | | | | | | 83 | | | | | | 31 | | |

| Additional cost of sales related to the fair value step-up in inventory sold | | | [removed: 31 | | | | | | 142] [added: —] | | | | | | [removed: 142] [added: 31] | | | | | | 142 | | | | | | — | | |

| Restructuring charges | | | [removed: 10 | | | | | | 117] [added: —] | | | | | | [removed: 117] [added: 10] | | | | | | 117 | | | | | | — | | |

| Facility consolidation costs | | | — | | | | | | [removed: 48 | | | | | | 48] [added: —] | | | | | | 48 | | | | | | — | | |

| Integration costs, recognized as incurred | | | [removed: 130 | | | | | | 102] [added: 128] | | | | | | [removed: 132] [added: 130] | | | | | | 72 | | | | | | 34 | | |

| Total L3Harris Merger-related charges | | | $ | [removed: 171 | | | | | $ | 584] [added: 128] | | | | | $ | [removed: 592] [added: 171] | | | | | $ | 532 | | | | | $ | 65 | |

Most of the costs above were recorded in the “Engineering, selling and administrative expenses” line item in our Consolidated Statement of Income, except for additional cost of sales related to the fair value step-up in inventory [removed: sold, which is included in the “Cost of product sales and services” line item in our Consolidated Statement of Income] [added: sold] and facility consolidation [removed: costs, the majority of which is included in the “Impairment of goodwill and other assets” line item in our Consolidated Statement of Income.][added: costs.]

During fiscal [removed: 2020,] [added: 2021,] we made progress executing our strategy of building a technology-focused operating company and becoming a full end-to-end mission solutions prime contractor to drive shareholder value.

We received several key strategic contract awards in fiscal [removed: 2020,] [added: 2021,] establishing us as a mission solutions prime contractor with our responsive satellites [removed: and unmanned surface vehicles and] within missile [removed: defense,] [added: defense and international aircraft missionization within ISR,] as well as highlighting our technology and solutions for the contested environments our customers will need to compete and operate [removed: in] [added: within] in the future.

We also invested [removed: $684] [added: $692] million (4 percent of total revenue) in company-sponsored R&D focused on technologies that expand our capabilities in the following areas:

We also [removed: made progress during the fiscal year] [added: completed] reshaping our portfolio to focus on technology-differentiated [removed: businesses,] [added: businesses and expanded our future financial flexibility by] completing [removed: three divestitures,] [added: six divestitures] and used the [removed: proceeds] [added: proceeds,] along with our net cash provided by operating [removed: activities] [added: activities,] to repurchase shares of our common stock.

We plan to build on our fiscal [removed: 2020] [added: 2021] momentum, and together with broad [removed: programs] support [added: for our programs] across key areas in the DoD budget, expected international [removed: growth and] [added: growth,] L3Harris Merger synergies and a continued focus on operational excellence and innovation, we believe we are well positioned to achieve our strategic priorities for fiscal [removed: 2021] [added: 2022] and thereafter, which include the following:

| Narda-MITEQ business | | | $ | 84 | | | | | $ | 111 | | | | | $ | 57 | |

| ESSCO business | | | 23 | | | | | | 26 | | | | | | 14 | | |

| Electron Devices business | | | 167 | | | | | | 265 | | | | | | 124 | | |

| CPS business | | | 142 | | | | | | 233 | | | | | | 93 | | |

| Military training business | | | 205 | | | | | | 458 | | | | | | 245 | | |

| Total | | | $ | 640 | | | | | $ | 1,325 | | | | | $ | 871 | |

See “Item 1.

Business” of this Report for more information regarding businesses divested during fiscal 2021 and 2020.

These costs are included in the “Cost of product sales and services” and “Impairment of goodwill and other assets” line items in our Consolidated Statement of Income, respectively.

Despite impacts from COVID, global supply chain delays and award timing, we met customer commitments, delivered organic revenue growth during fiscal 2021, exceeded our target of $320 million to $350 million in net cost synergies from the L3Harris Merger by the end of 2021 and completed portfolio shaping, while continuing to focus on keeping our employees safe.

- Spectrum superiority;

- Actionable intelligence; and

- Warfighter effectiveness.

Effective January 1, 2022, we have streamlined our business segments from four to three business segments.

As a result of the segment reorganization, the Aviation Systems segment was eliminated as a business segment.

Effective for fiscal 2022, which began January 1, 2022, we will report our financial results in three reportable segments.

As part of this process, we formed an internal entity that will be focused on pulling together innovative solutions and technologies from across L3Harris.

- Investing in innovation internally and externally to support sustainable growth and to bring unique technologies to global defense customers;

On February 25, 2022, we announced that our Board of Directors approved a 10 percent increase in the quarterly per share cash dividend rate on our common stock to $1.12, commencing with the dividend to be declared for the first quarter of 2022, for an annualized per share rate of $4.48.

Second, we are well-positioned to advance our strategy of being a leading non-traditional prime.

- Revenue decreased 2 percent to $17.8 billion in fiscal 2021 from $18.2 billion in fiscal 2020 primarily due to the impact of divestitures within Aviation Systems and supply chain-related constraints within Communication Systems;

Backlog at January 1, 2021 included $1.5 billion associated with businesses divested in fiscal 2021.

- Net cash provided by operating activities decreased to $2,687 million in fiscal 2021 from $2,790 million in fiscal 2020 reflecting higher net income more than offset by the impacts of non-cash charges for goodwill and other assets, business divestitures, depreciation and amortization of assets and the change in working capital;

(U.S. Government fiscal years begin October 1 and end September 30).

In May 2021, President Biden released his GFY 2022 Budget Request.

His request includes $715 billion in DoD base funding, $28 billion for the Department of Energy and $10 billion for other defense related activities, resulting in total requested national defense funding of $753 billion for GFY 2022.

Under U.S. Government

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

*Fiscal 2021 Compared With Fiscal 2020:* The decrease in revenue in fiscal 2021 compared with fiscal 2020 was primarily due to divestitures within Aviation Systems and supply chain-related constraints within Communication Systems.

The increase was partially offset by the impact of divestitures and the COVID-related downturn in the commercial aviation market and its impact on customer operations in fiscal 2020.

ESA expense as a percentage of revenue (“ESA percentage”) in fiscal 2021 was comparable to fiscal 2020.

Overall Company-sponsored R&D costs were $692 million in fiscal 2021 compared with $684 million in fiscal 2020.

The “Business divestiture-related gains (losses)” line item is comprised of the following pre-tax gains (losses) associated with businesses divested:

| (In millions) | | | December 31, 2021 | | | | | | January 1, 2021 | | | | | | | | |

| Narda-MITEQ business | | | $ | (9) | | | | | $ | — | | | | | | | |

| ESSCO business | | | 31 | | | | | | — | | | | | | | | |

| Electron Devices business | | | 31 | | | | | | — | | | | | | | | |

| VSE disposal group | | | (29) | | | | | | (18) | | | | | | | | |

COVID

The ongoing COVID pandemic and attempts to contain and reduce the spread of the virus, such as mandatory closures, “shelter-in-place” orders and travel and quarantine restrictions, have caused significant disruptions and adverse effects on the U.S. and global economies, such as impacts to supply chains, customer demand, international trade and capital markets.

Our response has involved increasing our focus on keeping our employees safe while striving to maintain continuity of operations, meet customer commitments and support suppliers.

For example, we instituted work-from-home (for employees who are able to work remotely) and social distancing arrangements; canceled travel and external events; procured personal protective equipment for employees; implemented health screening procedures at all facilities; staggered work shifts, redesigned work stations, implemented stringent cleaning protocols and initiated more detailed safety precautions and protocols for on-site work, such as daily health assessments and mandatory face coverings, which currently remain in effect.

We have also maintained an active dialog with key suppliers and developed plans to mitigate supply chain risks.

We have allowed certain essential business travel to resume, and we continue to expect to utilize a phased approach based on local conditions for transitioning employees from work-from-home arrangements to on-site work.

The U.S. Government response to COVID has included identifying the defense industrial base as a Critical Infrastructure Sector and enhancing cash flow and liquidity for the defense industrial base, such as by increasing progress payments and accelerating contract awards.

As a part of the defense industrial base, these actions have enabled us to keep our U.S. production facilities largely operational in support of national security commitments to U.S. Government customers and to accelerate payments to small business suppliers, which we expect to continue while the U.S. Government’s responsive actions remain in effect.

Although we believe that the large percentage of our revenue, earnings and cash flow that is derived from sales to the U.S. Government, whether directly or through prime contractors, will be relatively predictable, in part due to the responsive actions

taken by the U.S. Government described above, our commercial, international and public safety businesses are at a higher risk of adverse impacts related to COVID.

For example, the severe decline in global air traffic from travel restrictions and the resulting downturn in the commercial aviation market and its impact on customer operations has significantly reduced demand for flight training, flight simulators and commercial avionics products in our Aviation Systems segment.

As a result, we temporarily, and in some circumstances permanently, closed or will soon close some of our flight training facilities, initiated restructuring and other actions to align our resources with the outlook for the commercial aviation market (including workforce reduction and facility consolidation) and have recognized $767 million of charges for impairment of goodwill and other assets and other COVID-related impacts in fiscal 2020.

The extent of these disruptions and impacts, including on our ability to perform under U.S. Government contracts and other contracts within agreed timeframes and ultimately on our results of operations and cash flows, will depend on future developments, including the severity and duration of the pandemic and associated containment and mitigation actions taken by the U.S. Government, state and local government officials and international governments, and consequences thereof, and global air traffic demand and governmental subsidies to airlines, all of which are uncertain and unpredictable.

The impact of COVID may also exacerbate other risks discussed in Part I, “Item 1A.

Risk Factors” in this Report, any of which could have a material effect on us.

We continue to work with our customers, employees, suppliers, subcontractors, distributors, resellers and communities to address the impact of the pandemic.

We continue to assess possible implications to our business, supply chain and customers, and to take actions in an effort to mitigate adverse consequences.

For further information regarding the impact, and the risks of the impact, of COVID on the Company, see Part I, “Item 1A.

Risk Factors” in this Report.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | $ | 202 | | | | | $ | 586 | |

(2)Divested on September 13, 2019, the results of which are included in “Other non-reportable business segments” through the date of divestiture.

(3)Divested on May 4, 2020, the results of which are reported as part of our Aviation Systems segment through the date of divestiture.

(4)Divested on May 15, 2020, the results of which are reported as part of our Space and Airborne Systems segment through the date of divestiture.

(5)Divested on July 31, 2020, the results of which are reported as part of our Communication Systems segment through the date of divestiture.

(6)For information regarding the basis for the presentation of this supplemental unaudited pro forma combined income statement information, see the discussion in “Business Considerations — Value Drivers” below in this MD&A.

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Despite impacts from COVID to our

commercial aviation and public safety businesses, we met customer commitments, delivered organic revenue growth in our core U.S. Government and international businesses on a pro forma (as defined below in this MD&A) basis, advanced the integration and made progress on portfolio shaping, while increasing our focus on keeping our employees safe.

- Open systems architecture;

- Multi-function system capabilities; and

- Software-defined solutions.

In addition, we refinanced debt and expanded our future financial flexibility.

- Growing revenue through investments in R&D in high growth, high margin areas where technology is a key differentiator to address our customers’ most critical challenges;

- Executing seamless integration and achieving at least $320 million to $350 million in net cost synergies from the L3Harris Merger by the end of 2021;

- Reshaping our business portfolio to focus on high margin, high growth businesses; and

Second, we uniquely benefit from the revenue synergy opportunities created by the L3Harris Merger expanding our addressable market.

ended January 3, 2020 generally are not comparable.

For further information, see *Note [removed: 15:] [added: 14:] Pension and Other Postretirement Benefits* in the Notes, which information is incorporated by reference into this Item 7A.

Unless the context otherwise requires, the terms “we,” “our,” “us,” “Company” and “L3Harris” as used in this Report mean the combined company L3Harris Technologies, Inc. and its subsidiaries, when referring to periods after the end of fiscal 2019 (after the L3Harris Merger) and mean Harris and its subsidiaries when referring to [removed: periods prior to the end of] fiscal 2019 (prior to the L3Harris Merger).

We provide advanced defense and commercial technologies across [added: space,] air, land, [removed: sea, space] [added: sea] and cyber domains.

As of [removed: January 1,] [added: December 31,] 2021, we had approximately [removed: 48,000] [added: 47,000] employees, including approximately 19,000 engineers and scientists.

We structure our operations primarily around the products, systems and services we sell and the markets we serve, and [added: for fiscal 2021] we [removed: report] [added: reported] the financial results of our continuing operations in the following four [removed: reportable] [added: operating] segments, which [removed: are] [added: were] also [added: our reportable segments for fiscal 2021, and are] referred to as our business segments:

- Space [removed: and] [added: &] Airborne Systems, including space payloads, sensors and full-mission solutions; classified intelligence and cyber defense; [removed: mission] avionics; and electronic warfare;

- Communication Systems, including tactical communications; broadband communications; integrated vision solutions; and public [removed: safety;] [added: safety radios; global communications solutions] and

- Aviation Systems, including defense aviation; commercial aviation products; commercial [removed: and military] pilot training; and mission networks for air traffic management.

As noted above and described in more detail in *Note 1: Significant Accounting Policies* under “Principles of Consolidation” and *Note [removed: 5:] [added: 4:] Business Combination* in the Notes, we completed the L3Harris Merger on June 29, 2019, the day after Harris’ fiscal 2019 ended and the first day of our Fiscal Transition Period (as defined below).

L3 was a prime contractor in ISR systems, aircraft sustainment (including modifications and fleet management of special mission aircraft), simulation and training, night vision and image intensification [removed: equipment,] [added: equipment] and security and detection systems.

L3 also was a leading provider of a broad range of communication, electro-optical [removed: solutions,] [added: solutions] and electronic and sensor systems used on military, homeland security and commercial platforms.

The period that commenced on June 29, 2019 was a fiscal transition period that ended on January 3, 2020 (“Fiscal Transition Period”), [removed: and] our fiscal 2020 commenced on January 4, 2020 and ended on January 1, [added: 2021, and our fiscal 2021 commenced on January 2, 2021 and ended on December 31,] 2021.

As described [added: above and] in more detail in *Note 3: Business Divestitures and Asset Sales* and elsewhere in the Notes, during [removed: the Fiscal Transition Period and] fiscal [added: 2021 and] 2020, we completed [removed: the following] [added: several] business [removed: divestitures:][added: divestitures in our Aviation Systems segment as we reshaped our business portfolio to focus on technology-differentiated businesses.]

Our [removed: four] business segments provide a wide-range of products and services to various customers and are described below.

For financial information with respect to our business segments, including revenue, operating income and total assets, and with respect to our operations outside the United States, see *Note [removed: 25:] [added: 24:] Business Segments* in the Notes, and for additional information with respect to our business segments, see “Discussion of Business Segment Results of Operations” in “Item 7.

[added: For a discussion of certain risks] affecting our business segments, including risks relating to our U.S. Government contracts and subcontracts, see “Item 1.

Integrated Mission Systems segment revenue of [removed: $5,538] [added: $5,839] million for fiscal [removed: 2020,] [added: 2021,] represented [removed: 30] [added: 33] percent of our total revenue.

*ISR:* We develop, integrate and maintain multi-mission [removed: ISR] [added: ISR, signals intelligence] and communication systems, including fleet management support services, sensor development, modifications and periodic depot maintenance for ISR and airborne missions.

*Maritime:* We are a [removed: manufacturer and] [added: manufacturer,] integrator [removed: of maritime integrated command, control, communications, computers] and [removed: cyber ISR (“C5ISR”)] [added: sustainer of mission] systems for maritime platforms, specializing in signals intelligence and multi-intelligence platforms; unmanned surface and undersea autonomous solutions; power and ship control systems and other electronic and electrical products and systems.

Significant customers include the U.S. Navy (“USN”), the U.S. Coast Guard, [removed: the U.S. Army,] allied navies, other military customers and commercial ship owners.

Significant customers include the [added: U.S. Army, the U.S. Air Force, USN,] National Aeronautics Space Administration, DoD, [removed: USN, the U.S. Air Force (“USAF”),] select foreign militaries and commercial space companies.

Additional information regarding the composition of Integrated Mission Systems revenue for fiscal [removed: 2020] [added: 2021] is as follows:

- [removed: 77] [added: 70] percent 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;

- [removed: 21] [added: 13] percent was derived from products and services for which the end consumer is located outside the U.S.

Space [removed: and] [added: &] Airborne Systems

Space [removed: and] [added: &] Airborne Systems segment revenue of [removed: $4,946] [added: $5,093] million for fiscal [removed: 2020,] [added: 2021,] represented [removed: 27] [added: 28] percent of our total revenue.

*Intel & Cyber:* We provide situational awareness optical networks and advanced wireless solutions for classified intelligence and cyber [removed: defense.][added: defense customers.]

Additional information regarding the composition of Space [removed: and] [added: &] Airborne Systems revenue for fiscal [removed: 2020] [added: 2021] is as follows:

- [removed: 90] [added: 87] percent 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;

- [removed: 54] [added: 69] percent was derived from contracts under which we are the prime contractor; and

- [removed: 15] [added: 29] percent was derived from products and services for which the end consumer is located outside the U.S.

Communication Systems segment revenue of [removed: $4,443] [added: $4,287] million for fiscal [removed: 2020,] [added: 2021,] represented 24 percent of our total revenue.

This segment is comprised of [removed: four] [added: five] business sectors: Tactical Communications, Broadband Communications, Integrated Vision [removed: Solutions and] [added: Solutions,] Public [removed: Safety,] [added: Safety and Global Communications,] the principal products and services of which are described below.

Additional information regarding the composition of Communication Systems revenue for fiscal [removed: 2020] [added: 2021] is as follows:

- [removed: 69] [added: 68] percent 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;

- [removed: 70] [added: 57] percent was derived from contracts under which we are the prime contractor; and

Aviation Systems segment revenue of [removed: $3,448] [added: $2,783] million for fiscal [removed: 2020,] [added: 2021,] represented [removed: 19] [added: 15] percent of our total revenue.

This segment is comprised of four business sectors: [added: Mission Networks,] Defense Aviation, Commercial Aviation [removed: Products, Commercial and Military Training] [added: Products] and [removed: Mission Networks,] [added: Commercial Pilot Training,] the principal products and services of which are described below.

*Defense Aviation:* We provide precision engagement sensors and systems, small [removed: UAVs, antennas] [added: UAVs] and [removed: arrays, radio frequency amplifiers] [added: antennas] and [removed: microwave electronic devices.][added: arrays.]

In addition, this business sector provides [removed: combat vehicle engines, transmissions and] GPS receivers for guided projectiles and precision [removed: munitions] [added: munitions,] as well [removed: as] [added: as,] navigation for fire control systems.

*Commercial [removed: and Military Training:*] [added: Training Solutions:*] We develop, install and maintain flight simulators and training systems that are customized to [removed: military and] commercial aircraft.

Effective January 1, 2022, we have streamlined our business segments from four business segments to three business segments.

As a result of the segment reorganization, the Aviation Systems segment was eliminated as a business segment and the ongoing operations that had been part of the Aviation Systems segment were integrated into the remaining segments.

Defense aviation, commercial aviation products and commercial pilot training operations were moved into the Integrated Mission Solutions segment; and mission networks for air traffic management operations were moved into the Space & Airborne Systems segment.

The changes to our reporting segments took effect in fiscal 2022 and therefore do not affect the historical results, discussion or presentation of our business segments as set forth in this Report.

See *Note 27: Subsequent Events* in the Notes for additional information.

Divestitures and Asset Sales

We completed the following business divestitures and asset sales during fiscal 2021, fiscal 2020 and the two quarters ended January 3, 2020:

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| (In millions) | | | Business Segment(1) | | | | | | Date of Divestiture | | | | | | Sale Price | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Fiscal 2021 | | | | | | | | | | | | | | | | | | | | | | | |

| Narda-MITEQ business(2) | | | Aviation Systems | | | | | | December 6, 2021 | | | | | | $ | 75 | | | | | | | |

| ESSCO business(3) | | | Aviation Systems | | | | | | November 26, 2021 | | | | | | 55 | | | | | | | | |

| Electron Devices business(4) | | | Aviation Systems | | | | | | October 1, 2021 | | | | | | 185 | | | | | | | | |

| VSE disposal group(5) | | | Aviation Systems | | | | | | July 30, 2021 | | | | | | 20 | | | | | | | | |

| CPS business(6) | | | Aviation Systems | | | | | | July 2, 2021 | | | | | | 398 | | | | | | | | |

| Military training business(7) | | | Aviation Systems | | | | | | July 2, 2021 | | | | | | 1,050 | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | $ | 1,783 | | | | | | | |

| Fiscal 2020 | | | | | | | | | | | | | | | | | | | | | | | |

| EOTech business(8) | | | Communication Systems | | | | | | July 31, 2020 | | | | | | $ | 42 | | | | | | | |

| Applied Kilovolts business(9) | | | Space & Airborne Systems | | | | | | May 15, 2020 | | | | | | 12 | | | | | | | | |

| Airport security and automation business(10) | | | Aviation Systems | | | | | | May 4, 2020 | | | | | | 1,000 | | | | | | | | |

| | | | | | | | | | | | | | | | $ | 1,054 | | | | | | | |

| Two quarters ended January 3, 2020 | | | | | | | | | | | | | | | | | | | | | | | |

| Harris Night Vision(11) | | | Other non-reportable businesses | | | | | | September 13, 2019 | | | | | | $ | 350 | | | | | | | |

| Stormscope(12) | | | Aviation Systems | | | | | | August 30, 2019 | | | | | | 20 | | | | | | | | |

| | | | | | | | | | | | | | | | $ | 370 | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

(1) Business segment in which the operating results of each divested business were reported through the date of divestiture.

(2) The Narda-MITEQ business manufactured component, satellite communication and radio frequency safety products for both military and commercial markets.

(3) The ESSCO business manufactured metal space frame ground radomes and composite structures.

(4) The Electron Devices and Narda Microwave-West divisions (“Electron Devices business”) manufactured microwave devices for ground-based, airborne and satellite communications and radar.

(5) The Voice Switch Enterprise disposal group (“VSE disposal group”) provided voice over internet protocol systems for air traffic management communications.

(6) The Combat Propulsion Systems and related businesses (“CPS business”) engineered, designed and manufactured engines, transmissions, suspensions and turret drive systems for tracked and wheeled combat vehicle systems.

(7) The military training business provided flight simulation solutions and training services to the DoD and foreign military agencies.

(8) The EOTech business manufactured holographic sighting systems, magnified field optics and accessories for military, law enforcement and commercial markets around the world.

(9) The Applied Kilovolts and Analytical Instrumentation business (“Applied Kilovolts business”) manufactured high-voltage power supplies and ion detectors for customers in fields such as biotechnology, materials science, healthcare, forensics, environmental sciences and homeland security.

(10) The Security & Detection Systems and MacDonald Humfrey Automation solutions business (“airport security and automation business”) provided solutions used by the aviation and transportation industries, regulatory and customs authorities, government and law enforcement agencies and commercial and other high-security facilities.

We were incorporated in Delaware in 1926 as the successor to three companies founded in the 1890s.

During the first quarter of fiscal 2020, we adjusted our segment reporting to better align our businesses and transferred two businesses between our Integrated Mission Systems and Space and Airborne Systems segments.

The historical results, discussion and presentation of our business segments as set forth in this Report reflect the impact of these changes to our segment reporting 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 income, balance sheets, statements of cash flows or statements of equity resulting from these changes.

Divestitures

- The divestiture of the Harris Night Vision business, completed on September 13, 2019, the results of which are included in “Other non-reportable business segments” through the date of divestiture;

- The divestiture of the Security & Detection Systems and MacDonald Humfrey Automation solutions business (“airport security and automation business”), completed on May 4, 2020, the results of which are reported as part of our Aviation Systems segment through the date of divestiture;

- The divestiture of the Applied Kilovolts and Analytical Instrumentation business, completed on May 15, 2020, the results of which are reported as part of our Space and Airborne Systems segment through the date of divestiture; and

- The divestiture of the EOTech business, completed on July 31, 2020, the results of which are reported as part of our Communication Systems segment through the date of divestiture.

See *Note 25: Business Segments* in the Notes for further information regarding our business segments, including how we define segment operating income or loss.

For a discussion of certain risks

*Space:* We provide intelligence, space protection, geospatial, complete Earth observation, universe exploration, positioning, navigation and timing (“PNT”) and environmental solutions for national security, defense, civil and commercial customers, using advanced sensors, antennas and payloads, as well as ground processing and information analytics.

Many of these solutions include reliable resilient and innovative capabilities.

We are a global provider of PNT products, systems and solutions.

We also provide space antenna systems and precision space structures.

We are an experienced space reflector manufacturer and specialize in large, high-accuracy reflectors, which can range from unfurlable and fixed-mesh reflector antennas to solid spot beam antennas.

We are also a prime contractor developing and integrating end-to-end systems of satellites.

As described in more detail in *Note 3: Business Divestitures and Asset Sales* and elsewhere in the Notes, on May 15, 2020, as part of our ongoing process to reshape our business portfolio to focus on technology-differentiated, high-margin businesses, we completed the divestiture of our Applied Kilovolts and Analytical Instrumentation business.

Although classified programs are generally not discussed in this Report, the operating results relating to classified programs are included in our Consolidated Financial Statements in this Report.

We believe that the business risks

associated with our classified programs do not differ materially from the business risks associated with our other U.S. Government programs.

For example, we provide advanced avionics components, carriage and release systems, sensors, encryption solutions, antenna systems and data processing technology for the F-35 Lightning II Joint Strike Fighter (“F-35”) program, including development and production of the next generation integrated core processor, panoramic cockpit display unit and aircraft memory systems.

For the Enhanced Night Vision Goggle - Binocular (“ENVG-B”) program, we provide advanced helmet-mounted night vision goggles to DoD customers.

As described in more detail in *Note 3: Business Divestitures and Asset Sales* and elsewhere in the Notes, on July 31, 2020, as part of our ongoing process to reshape our business portfolio to focus on technology-differentiated, high-margin businesses, we completed the divestiture of our EOTech business.

As described in more detail in *Note 3: Business Divestitures and Asset Sales* and elsewhere in the Notes, on May 4, 2020, as part of our ongoing process to reshape our business portfolio to focus on technology-differentiated, high-margin businesses, we completed the divestiture of our airport security and automation business.

We are the prime contractor and system architect for the FAA Telecommunications Infrastructure (“FTI”) program and several major FAA Next Generation Air Transportation System (“NextGen”) programs to transform and upgrade the National Airspace System (“NAS”), including the Automatic Dependent Surveillance-Broadcast (“ADS-B”) program.

subject in our international business is contained in “Item 1A.

Backlog at January 3, 2020 included $405 million associated with businesses divested in fiscal 2020, including $380 million of backlog associated with the airport security and automation business divested during the quarter ended July 3, 2020.

Company-sponsored R&D costs not

Environmental Regulations. Our facilities and operations are subject to numerous domestic and international laws and regulations designed to protect the environment, particularly with regard to waste and emissions.

The applicable environmental laws and regulations are common within the industries and markets in which we operate and serve.

2019 or 2018.

As of January 1, 2021, these component shortages have not had a material adverse effect on our business.

As of January 1, 2021, approximately 3,100 of our U.S. employees

In response to COVID, we implemented safety measures in our facilities to ensure the overall health and wellness of our workforce.

For example, we instituted work-from-home (for employees who are able to work remotely) and social distancing arrangements; canceled non-essential travel and external events; procured personal protective equipment for employees; implemented health screening procedures at all facilities; staggered work shifts, redesigned work stations, implemented stringent cleaning protocols and initiated more detailed safety precautions and protocols for on-site work, such as daily health assessments and mandatory face coverings, which currently remain in effect.

In fiscal 2020, 82 percent of our employees participated in our engagement survey, exceeding the benchmark of 75 percent.

We believe these efforts will help encourage a broader range of students to consider careers in engineering and science.

| Female population | | | 24% | | | | | | 31% | | |

| Persons of color | | | 24% | | | | | | 17% | | |

At [removed: January 1,] [added: December 31,] 2021, our accrual for the potential resolution of lawsuits, claims or proceedings that we consider probable of being decided unfavorably to us was not material.

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 [removed: January 1,] [added: December 31,] 2021 [removed: are reserved against or] would not have a material adverse effect on our financial condition, results of operations, cash flows or equity.

These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or [added: ultimately through legal proceedings.]

See *Note [removed: 23:] [added: 22:] Income Taxes* in the Notes for additional information regarding audits and examinations by taxing authorities of our tax filings.

Notices from the U.S. Environmental Protection Agency (“EPA”) or equivalent state or international environmental agencies allege that [removed: a number of] [added: 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 [removed: us] 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 [removed: Inc.,] [added: Inc. (“Exelis”),] which we acquired [removed: on May 29, 2015 (“Exelis”),] [added: 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 [removed: River,] [added: River in New Jersey,] estimated by the EPA to be $1.38 [removed: billion, but the parties’ respective allocations have not been determined.][added: billion.]

[added: 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 [removed: January 1,] [added: December 31,] 2021 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.

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.

ultimately through legal proceedings.

Although it is

For the fiscal year ended [removed: January 1,] [added: December 31,] 2021

[removed: ][added: ]

| Large accelerated filer | | | | | | þ | | | | | | Accelerated filer | | | | | | [removed: ¨] [added: ☐] | | |

The aggregate market value of the voting common equity held by non-affiliates of the registrant at July [removed: 3, 2020] [added: 2, 2021] was [removed: $36,993,861,277] [added: $44,061,543,832] (based on the quoted closing sale price per share of the stock on the New York Stock Exchange).

For purposes of this calculation, the registrant has assumed that its directors and executive officers as of July [removed: 3, 2020] [added: 2, 2021] are affiliates.

The number of shares outstanding of the registrant’s common stock as of February [removed: 26, 2021] [added: 18, 2022] was [removed: 205,565,782.][added: 193,065,899.]

Portions of the registrant’s definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Shareholders scheduled to be held on April [removed: 23, 2021,] [added: 22, 2022,] which will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended [removed: January 1,] [added: December 31,] 2021, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described therein.

ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED [removed: JANUARY 1,] [added: DECEMBER 31,] 2021

| | | | [ITEM 1. [removed: Business](#i4275b480e8e04971b24237f63c242920_16)] [added: Business](#i44c89fdeb27a46959d9ea3331e76be4e_16)] | | | [removed: [1](#i4275b480e8e04971b24237f63c242920_16)] [added: [1](#i44c89fdeb27a46959d9ea3331e76be4e_16)] | | |

| | | | [ITEM 1A. Risk [removed: Factors](#i4275b480e8e04971b24237f63c242920_19)] [added: Factors](#i44c89fdeb27a46959d9ea3331e76be4e_19)] | | | [removed: [11](#i4275b480e8e04971b24237f63c242920_19)] [added: [12](#i44c89fdeb27a46959d9ea3331e76be4e_19)] | | |

| | | | [ITEM 1B. Unresolved Staff [removed: Comments](#i4275b480e8e04971b24237f63c242920_22)] [added: Comments](#i44c89fdeb27a46959d9ea3331e76be4e_22)] | | | [removed: [24](#i4275b480e8e04971b24237f63c242920_22)] [added: [25](#i44c89fdeb27a46959d9ea3331e76be4e_22)] | | |

| | | | [ITEM 2. [removed: Properties](#i4275b480e8e04971b24237f63c242920_25)] [added: Properties](#i44c89fdeb27a46959d9ea3331e76be4e_25)] | | | [removed: [25](#i4275b480e8e04971b24237f63c242920_25)] [added: [25](#i44c89fdeb27a46959d9ea3331e76be4e_25)] | | |

| | | | [ITEM 3. Legal [removed: Proceedings](#i4275b480e8e04971b24237f63c242920_28)] [added: Proceedings](#i44c89fdeb27a46959d9ea3331e76be4e_28)] | | | [removed: [25](#i4275b480e8e04971b24237f63c242920_28)] [added: [26](#i44c89fdeb27a46959d9ea3331e76be4e_28)] | | |

| | | | [ITEM 4. Mine Safety [removed: Disclosures](#i4275b480e8e04971b24237f63c242920_31)] [added: Disclosures](#i44c89fdeb27a46959d9ea3331e76be4e_31)] | | | [removed: [27](#i4275b480e8e04971b24237f63c242920_31)] [added: [27](#i44c89fdeb27a46959d9ea3331e76be4e_31)] | | |

| | | | Information about our [Executive [removed: Officers](#i4275b480e8e04971b24237f63c242920_34)] [added: Officers](#i44c89fdeb27a46959d9ea3331e76be4e_34)] | | | [removed: [28](#i4275b480e8e04971b24237f63c242920_34)] [added: [28](#i44c89fdeb27a46959d9ea3331e76be4e_34)] | | |

| | | | [ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i4275b480e8e04971b24237f63c242920_40)] [added: Securities](#i44c89fdeb27a46959d9ea3331e76be4e_40)] | | | [removed: [30](#i4275b480e8e04971b24237f63c242920_40)] [added: [29](#i44c89fdeb27a46959d9ea3331e76be4e_40)] | | |

| | | | [ITEM [removed: 6. \[Reserved\]](#i4275b480e8e04971b24237f63c242920_2250)] [added: 6.](#i44c89fdeb27a46959d9ea3331e76be4e_43) [](#i44c89fdeb27a46959d9ea3331e76be4e_43)[\[Reserved\]](#i44c89fdeb27a46959d9ea3331e76be4e_43)] | | | [removed: [32](#i4275b480e8e04971b24237f63c242920_2250)] [added: [31](#i44c89fdeb27a46959d9ea3331e76be4e_43)] | | |

| | | | [ITEM [removed: 7.](#i4275b480e8e04971b24237f63c242920_46) [](#i4275b480e8e04971b24237f63c242920_247)M[anagement’s] [added: 7.](#i44c89fdeb27a46959d9ea3331e76be4e_49) [](#i44c89fdeb27a46959d9ea3331e76be4e_223)M[anagement’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i4275b480e8e04971b24237f63c242920_46)] [added: Operations](#i44c89fdeb27a46959d9ea3331e76be4e_49)] | | | [removed: [33](#i4275b480e8e04971b24237f63c242920_46)] [added: [32](#i44c89fdeb27a46959d9ea3331e76be4e_49)] | | |

| | | | [ITEM 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i4275b480e8e04971b24237f63c242920_64)] [added: Risk](#i44c89fdeb27a46959d9ea3331e76be4e_67)] | | | [removed: [69](#i4275b480e8e04971b24237f63c242920_64)] [added: [62](#i44c89fdeb27a46959d9ea3331e76be4e_67)] | | |

| | | | [ITEM 8. Financial Statements and Supplementary [removed: Data](#i4275b480e8e04971b24237f63c242920_67)] [added: Data](#i44c89fdeb27a46959d9ea3331e76be4e_70)] | | | [removed: [70](#i4275b480e8e04971b24237f63c242920_67)] [added: [63](#i44c89fdeb27a46959d9ea3331e76be4e_70)] | | |

| | | | [ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i4275b480e8e04971b24237f63c242920_217)] [added: Disclosure](#i44c89fdeb27a46959d9ea3331e76be4e_193)] | | | [removed: [132](#i4275b480e8e04971b24237f63c242920_217)] [added: [125](#i44c89fdeb27a46959d9ea3331e76be4e_193)] | | |

| | | | [ITEM 9A. Controls and [removed: Procedures](#i4275b480e8e04971b24237f63c242920_220)] [added: Procedures](#i44c89fdeb27a46959d9ea3331e76be4e_196)] | | | [removed: [132](#i4275b480e8e04971b24237f63c242920_220)] [added: [125](#i44c89fdeb27a46959d9ea3331e76be4e_196)] | | |

| | | | [ITEM 9B. Other [removed: Information](#i4275b480e8e04971b24237f63c242920_223)] [added: Information](#i44c89fdeb27a46959d9ea3331e76be4e_199)] | | | [removed: [133](#i4275b480e8e04971b24237f63c242920_223)] [added: [126](#i44c89fdeb27a46959d9ea3331e76be4e_199)] | | |

| | | | [ITEM 10. Directors, Executive Officers and Corporate [removed: Governance](#i4275b480e8e04971b24237f63c242920_229)] [added: Governance](#i44c89fdeb27a46959d9ea3331e76be4e_205)] | | | [removed: [133](#i4275b480e8e04971b24237f63c242920_229)] [added: [126](#i44c89fdeb27a46959d9ea3331e76be4e_205)] | | |

| | | | [ITEM 11. Executive [removed: Compensation](#i4275b480e8e04971b24237f63c242920_232)] [added: Compensation](#i44c89fdeb27a46959d9ea3331e76be4e_208)] | | | [removed: [134](#i4275b480e8e04971b24237f63c242920_232)] [added: [127](#i44c89fdeb27a46959d9ea3331e76be4e_208)] | | |

| | | | [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i4275b480e8e04971b24237f63c242920_235)] [added: Matters](#i44c89fdeb27a46959d9ea3331e76be4e_211)] | | | [removed: [134](#i4275b480e8e04971b24237f63c242920_235)] [added: [127](#i44c89fdeb27a46959d9ea3331e76be4e_211)] | | |

| | | | [ITEM [removed: 13](#i4275b480e8e04971b24237f63c242920_238)[.](#i4275b480e8e04971b24237f63c242920_247)] [added: 13](#i44c89fdeb27a46959d9ea3331e76be4e_214)[.](#i44c89fdeb27a46959d9ea3331e76be4e_223)] [Certain Relationships and Related Transactions, and Director [removed: Independence](#i4275b480e8e04971b24237f63c242920_238)] [added: Independence](#i44c89fdeb27a46959d9ea3331e76be4e_214)] | | | [removed: [134](#i4275b480e8e04971b24237f63c242920_238)] [added: [127](#i44c89fdeb27a46959d9ea3331e76be4e_214)] | | |

| | | | [ITEM 14. Principal Accounting Fees and [removed: Services](#i4275b480e8e04971b24237f63c242920_241)] [added: Services](#i44c89fdeb27a46959d9ea3331e76be4e_217)] | | | [removed: [134](#i4275b480e8e04971b24237f63c242920_241)] [added: [127](#i44c89fdeb27a46959d9ea3331e76be4e_217)] | | |

| | | | [ITEM 15. Exhibits, Financial Statement [removed: Schedules](#i4275b480e8e04971b24237f63c242920_247)] [added: Schedules](#i44c89fdeb27a46959d9ea3331e76be4e_223)] | | | [removed: [135](#i4275b480e8e04971b24237f63c242920_247)] [added: [128](#i44c89fdeb27a46959d9ea3331e76be4e_223)] | | |

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 [removed: Harris Corporation (“Harris”) and L3 Technologies, Inc. (“L3”) and 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.

As described in more detail in *Note 1: Significant Accounting Policies* under “Principles of Consolidation” and *Note [removed: 5:] [added: 4:] Business Combination* in the Notes to Consolidated Financial Statements in this Report (the “Notes”), on October 12, 2018, Harris [added: Corporation (“Harris”)] entered into an Agreement and Plan of Merger (the “Merger Agreement”) with L3 [added: Technologies, Inc. (“L3”)] and Leopard Merger Sub Inc., a newly formed, direct wholly-owned subsidiary of Harris (“Merger Sub”), pursuant to which Harris and L3 agreed to combine their respective businesses in an all-stock merger, at the closing of which Merger Sub would merge with and into L3, with L3 continuing as the surviving corporation and a direct wholly-owned subsidiary of Harris (the “L3Harris Merger”), and Harris’ name would change to “L3Harris Technologies, Inc.” The closing of the L3Harris Merger occurred on June 29, 2019, after the end of Harris’ fiscal 2019 on June 28, 2019.

| | | | [ITEM 9C.](#i44c89fdeb27a46959d9ea3331e76be4e_2055) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](#i44c89fdeb27a46959d9ea3331e76be4e_2055) | | | [126](#i44c89fdeb27a46959d9ea3331e76be4e_199) | | |

| | | | ITEM 16[.](#i44c89fdeb27a46959d9ea3331e76be4e_223) Form 10-K Summary | | | [134](#i44c89fdeb27a46959d9ea3331e76be4e_229) | | |

| Signatures | | | | | | [135](#i44c89fdeb27a46959d9ea3331e76be4e_232) | | |

| | | | ITEM 16[.](#i4275b480e8e04971b24237f63c242920_247) Form 10-K Summary | | | [141](#i4275b480e8e04971b24237f63c242920_253) | | |

| Signatures | | | | | | [142](#i4275b480e8e04971b24237f63c242920_256) | | |

As of [removed: January 1,] [added: December 31,] 2021, we operated approximately [removed: 340] [added: 300] locations in the U.S., [removed: Europe,] Canada, [removed: Australia,] [added: Europe, Oceania,] Asia, the Middle East and South America, consisting of approximately [removed: 26] [added: 22] million square feet of manufacturing, administrative, R&D, warehousing, engineering and office space, of which we owned approximately [removed: 11] [added: 9] million square feet and leased approximately [removed: 15] [added: 13] million square feet.

As of [removed: January 1,] [added: December 31,] 2021, we had major operations at the following locations:

Integrated Mission Systems — Greenville, [removed: Rockwall] [added: Waco] and [removed: Waco,] [added: Rockwall,] Texas; [removed: Burlington and Mirabel, Canada;] Camden, New Jersey; [added: Mirabel and Hamilton, Canada;] Mason, Ohio; [removed: Sylmar, California;] Tulsa, Oklahoma; [removed: Pittsburgh and] Philadelphia, Pennsylvania; [removed: and] Salt Lake City, [removed: Utah.][added: Utah; and Anaheim, California.]

Space [removed: and] [added: &] Airborne Systems — Palm Bay, [removed: Malabar] [added: Melbourne] and [removed: Melbourne,] [added: Malabar,] Florida; Rochester and Amityville, New York; Clifton, New Jersey; [removed: Colorado Springs, Colorado;] Van Nuys and San Diego, California; [added: Colorado Springs, Colorado;] Fort Wayne, Indiana; Wilmington, Massachusetts; and Alpharetta, Georgia.

Communication Systems — Salt Lake City, Utah; Rochester, New York; Londonderry, New Hampshire; Lynchburg, Virginia; Tempe, Arizona; Farnborough, United Kingdom; [removed: Melbourne, Florida; and] Brisbane, [removed: Australia.][added: Australia; and Sunrise, Florida.]

Aviation Systems — [removed: Melbourne, Florida; Muskegon and Grand Rapids, Michigan; Torrance,] Menlo Park and Anaheim, California; [removed: Arlington and Plano, Texas;] Cincinnati, Ohio; [removed: Hauppauge, New York;] Herndon, Virginia; Crawley, United Kingdom; [removed: and Phoenix, Arizona.][added: Melbourne, Florida; Plano, Texas; Mt.]

The following is a summary of the approximate floor space of our offices and facilities in productive use, by segment, at [removed: January 1,] [added: December 31,] 2021:

| Space [removed: and] [added: &] Airborne Systems | | | [removed: 4.5] [added: 4.6] | | | | | | 2.4 | | | | | | [removed: 6.9] [added: 7.0] | | |

| Communication Systems | | | 1.7 | | | | | | [removed: 1.6] [added: 1.9] | | | | | | [removed: 3.3] [added: 3.6] | | |

| Aviation Systems | | | [removed: 2.6] [added: 0.8] | | | | | | [removed: 3.5] [added: 1.8] | | | | | | [removed: 6.1] [added: 2.6] | | |

| Corporate | | | 0.3 | | | | | | [removed: 0.3] [added: 0.1] | | | | | | [removed: 0.6] [added: 0.4] | | |

In our opinion, our facilities, whether owned or leased, are suitable and adequate for their intended [removed: purposes] [added: purposes, are well-maintained] and [added: generally in regular use and] have capacities adequate for current and projected needs.

For more information about our lease obligations, see *Note [removed: 19:] [added: 18:] Lease Commitments* in the Notes.

Olive, New Jersey; and Grand Rapids, Michigan.

| Total | | | 9.3 | | | | | | 13.1 | | | | | | 22.4 | | |

| Total | | | 11.0 | | | | | | 14.7 | | | | | | 25.7 | | |

INFORMATION ABOUT OUR EXECUTIVE [removed: OFFICERS][added: OFFICERS.]

The name, age, position held with [removed: us,] [added: us] and principal occupation and employment during at least the past five years for each of our executive officers as of February [removed: 28, 2021,] [added: 24, 2022,] were as follows:

| James P. Girard, [removed: 44] [added: 45] | | | | | | Vice President and Chief Human Resources Officer since June 29, 2019. Vice President, Human Resources from July 2015 to June 2019. Vice President, Human Resources - Government Communications Systems from May 2014 to June 2015. [removed: Before joining L3Harris in May 2014, Mr. Girard worked for UTC, as Vice President, Human Resources at Sikorsky Aircraft from February 2014 to April 2014; as Director, Talent Resources from November 2011 to January 2014; as Vice President, Human Resources at UTC’s Global Fire Products from June 2010 to October 2011; and served in various Human Resources roles from 1995 to 2010.] | | |

| Christopher E. Kubasik, [removed: 59] [added: 60] | | | | | | Vice [removed: Chairman,] [added: Chair and Chief Executive Officer since June 29, 2021. Vice Chair,] President and Chief Operating Officer [removed: since] [added: from] June 29, [removed: 2019.] [added: 2019 to June 29, 2021.] Served with L3, as Chairman, Chief Executive Officer and President from May 2018 to June 2019; as Chief Executive Officer and President from January 2018 to May 2018; and as President and Chief Operating Officer from October 2015 to December 2017. [removed: Before joining L3 in October 2015, Mr. Kubasik worked for Seabury Advisory Group as President and Chief Executive Officer from March 2014 to October 2015; for Ackuity Advisors, Inc., as President and Chief Executive Officer from January 2013 to March 2014; and for Lockheed Martin Corporation, where he held various senior executive and finance roles from 1999 to 2012, including Vice Chairman, President and Chief Operating Officer from 2010 to 2012.] | | |

| Dana A. Mehnert, [removed: 58] [added: 59] | | | | | | President, Communication Systems since September 2018. Senior Vice President, Chief Global Business Development Officer from July 2015 to September 2018. [removed: Group President, RF Communications from May 2009 to July 2015. President, RF Communications from July 2006 to May 2009. Mr. Mehnert joined L3Harris in 1984.] | | |

| Scott T. Mikuen, [removed: 59] [added: 60] | | | | | | Senior Vice President, General Counsel and Secretary since February 2013. [removed: Vice President,] General Counsel [removed: and Secretary from October] [added: since] 2010 [removed: to February 2013. Vice President, Associate General Counsel] and Secretary [removed: from October 2004 to October 2010. Vice President — Counsel, Corporate and Commercial Operations and Assistant Secretary from November 2000 to October] [added: since] 2004. [removed: Mr. Mikuen joined L3Harris in 1996 as Finance Counsel.] | | |

| Sean J. Stackley, [removed: 63] [added: 64] | | | | | | President, Integrated Mission Systems since June 29, 2019. Served with L3 as Senior Vice President and President of Communications & Networked Systems Segment from September 2018 to June 2019; and as Corporate Vice President, Strategic Advance Programs and Technologies from January 2018 to September 2018. Before joining L3 in January 2018, (Hon.) Mr. Stackley spent four decades in public service, including a 27-year career with the U.S. Navy, where he most recently was Acting Secretary of the Navy from January 2017 to July 2017 and Secretary of the Navy for Research, Development and Acquisition from 2008 to 2017. | | |

| Edward J. Zoiss, [removed: 56] [added: 57] | | | | | | President, Space [removed: and] [added: &] Airborne Systems since June 29, 2019. President, Electronic Systems from July 2015 to June 2019. Vice President and General Manager, Defense Programs, Government Communications Systems from June 2013 to July 2015. [removed: Vice President, C4ISR Electronics, Government Communications Systems from June 2012 to June 2013; Vice President, Advanced Programs and Technology, Government Communications Systems from July 2010 to June 2012. Mr. Zoiss joined L3Harris in 1995.] | | |

| William M. Brown, 59 | | | | | | Executive Chair since June 29, 2019. Chair and Chief Executive Officer from June 29, 2019 to June 29, 2021. Chair, President and Chief Executive Officer from April 2014 to June 2019. President and Chief Executive Officer from November 2011 to April 2014. | | |

| Corliss J. Montesi, 57 | | | | | | Vice President and Principal Accounting Officer since August 2021. Vice President, Internal Audit from June 2020 to August 2021. Before joining L3Harris in June 2020, Ms. Montesi worked at Stanley Black and Decker as Vice President, Functional Transformation – Shared Services from 2018 to 2019; and as Vice President, Corporate Controller from 2014 to 2018. | | |

| Michelle L. Turner, 48 | | | | | | Senior Vice President and Chief Financial Officer since January 2022. Before joining L3Harris, Ms. Turner worked at Johnson & Johnson, as Vice President and Chief Financial Officer of Enterprise Supply Chain from October 2017 to January 2022; at BHP Billiton Petroleum from April 2016 to September 2017 as Vice President and Chief Financial Officer; and at Raytheon as Vice President and Chief Financial Officer of Space & Airborne Systems from June 2012 to March 2016. | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| William M. Brown, 58 | | | | | | Chairman and Chief Executive Officer since June 29, 2019. Chairman, President and Chief Executive Officer from April 2014 to June 2019. President and Chief Executive Officer from November 2011 to April 2014. Formerly with United Technologies Corporation (“UTC”), as Senior Vice President, Corporate Strategy and Development from April 2011 to October 2011; as President of UTC’s Fire & Security division from 2006 to 2011; and in U.S. and international roles at UTC’s Carrier Corporation from 2000 to 2006, including President of the Carrier Asia Pacific Operations; and as Director, Corporate Strategy and Business Development from 1997 to 2000. | | |

| Todd W. Gautier, 57 | | | | | | President, Aviation Systems since June 29, 2019. Served with L3 as Senior Vice President and President of Electronic Systems Segment from March 2017 to June 2019; as President of Precision Engagement and Training Sector from January 2014 to March 2017; as President of Precision Engagement Sector from January 2010 to January 2014; and as Vice President of Business Development and Strategy for the Sensors and Simulation Group from January 2005 to January 2010. Before joining L3 in 2001, Mr. Gautier served in the U.S. Navy for 15 years as a Strike/Fighter Pilot. | | |

| Jesus “Jay” Malave Jr., 52 | | | | | | Senior Vice President and Chief Financial Officer since June 29, 2019. Before joining L3Harris, Mr. Malave worked at UTC, as Vice President and Chief Financial Officer of UTC’s Carrier Corporation from April 2018 to June 2019; as Chief Financial Officer of UTC’s Aerospace Systems from January 2015 to April 2018; as Head of Investor Relations from June 2012 to December 2014; as Vice President, Financial Planning and Treasury at Hamilton Sundstrand, with responsibility for planning the integration of Goodrich Corporation from May 2011 to June 2012; as Director of Investor Relations from June 2009 to May 2011; and prior to that, in other roles of increasing responsibility in financial planning and analysis, treasury and accounting. | | |

| Todd A. Taylor, 48 | | | | | | Vice President, Principal Accounting Officer since May 2015. Vice President from April 2015 to May 2015. Formerly with Molex, Inc., as Vice President, Chief Accounting Officer and Corporate Controller from September 2012 to April 2015; as Director of Finance and Corporate Controller from September 2010 to September 2012; and as Director of Accounting from June 2008 to September 2010; Before joining Molex, Mr. Taylor worked for PricewaterhouseCoopers as Internal Audit Advisory Director from March 2003 to June 2008. | | |

Our common stock, par value $1.00 per share, is listed and traded on the NYSE, under the ticker symbol “LHX.” According to the records of our transfer agent, as of February [removed: 26, 2021,] [added: 18, 2022,] there were [removed: 10,935] [added: 10,460] holders of record of our common stock.

We paid per share cash dividends on our common stock of [added: $1.02 each quarterly period of fiscal 2021,] $.85 each quarterly period of fiscal 2020, $.75 each quarterly period of the two quarters ended January 3, [removed: 2020, $.685 each quarterly period of fiscal 2019] [added: 2020] and [removed: $.57] [added: $.685] each quarterly period of fiscal [removed: 2018.][added: 2019.]

On [removed: January 28, 2021,] [added: February 25, 2022,] we announced that our Board of Directors increased the quarterly per share cash dividend rate on our common stock from [removed: $.85] [added: $1.02] to [removed: $1.02,] [added: $1.12,] commencing with the dividend declared by our Board of Directors for the first quarter of fiscal [removed: 2021,] [added: 2022,] for an annualized per share cash dividend rate of [removed: $4.08,] [added: $4.48,] which was our [removed: twentieth] [added: twenty-first] consecutive annual increase in our quarterly cash dividend rate.

Our annualized per share cash dividend rate was [added: $4.08 in fiscal 2021,] $3.40 in fiscal 2020, $3.00 in the two quarters ended January 3, [removed: 2020,] [added: 2020] and $2.74 [removed: and $2.28] in fiscal [removed: 2019 and 2018, respectively.][added: 2019.]

The performance graph and table below compare the [removed: 4-year] [added: 3-year] fiscal period ended June 28, 2019, the Fiscal Transition [removed: Period and] [added: Period,] fiscal 2020 [added: and fiscal 2021] cumulative total shareholder return of our common stock (the common stock of Harris Corporation prior to the L3Harris Merger and the common stock of L3Harris Technologies, Inc. after the L3Harris Merger) with the comparable cumulative total returns of the Standard & Poor’s 500 Composite Stock Index (“S&P 500”) and the Standard & Poor’s 500 Aerospace & Defense Index (“S&P 500 Aerospace & Defense”).

The figures in the performance graph and table below assume an initial investment of $100 at the close of business on July [removed: 3, 2015] [added: 1, 2016] in L3Harris common stock, the S&P 500 and the S&P 500 Aerospace & Defense and the reinvestment of all dividends.

COMPARISON OF [removed: FOUR] [added: THREE] FISCAL-YEAR [added: PERIOD ENDED JUNE 28, 2019] (PRIOR TO L3HARRIS MERGER), FISCAL TRANSITION [removed: PERIOD AND] [added: PERIOD,] FISCAL 2020 [added: AND FISCAL 2021] (AFTER L3HARRIS MERGER) CUMULATIVE TOTAL RETURN AMONG L3HARRIS, S&P 500 AND S&P 500 AEROSPACE & DEFENSE

[removed: ][added: ]

| L3HARRIS PERIOD END | | | July [removed: 3, 2015 | | | July] 1, 2016 | | | June 30, 2017 | | | June 29, 2018 | | | June 28, 2019 | | | January 3, 2020 | | | January 1, 2021 | | | [added: December 31, 2021 | | |]

During fiscal [removed: 2020,] [added: 2021,] we did not issue or sell any unregistered securities.

[removed: As discussed in more detail in *Note 28: Subsequent Events* in the Notes, on] [added: On] January 28, 2021, we announced that our Board of Directors approved a [removed: new $6] [added: $6.0] billion share repurchase authorization under our repurchase program that was in addition to the remaining unused authorization of $210 million remaining as of January 1, 2021, for a total unused authorization of $6.2 billion.

We have announced that we currently expect to repurchase up to [removed: $2.3] [added: $1.5] billion in shares under our repurchase program in fiscal [removed: 2021, exclusive of any proceeds from divestitures we may complete,] [added: 2022,] but we can give no assurances regarding the level and timing of share repurchases.

During fiscal 2020, we repurchased 12.0 million shares of our common stock under our share repurchase program for $2.3 billion at an average share price of $191.40, excluding commissions of [removed: $.02] [added: $0.02] per share.

During [removed: the two quarters ended January 3, 2020,] [added: fiscal 2021,] we repurchased [removed: 7.4] [added: 17.1] million shares of our common stock under our [added: share] repurchase program for [removed: $1.5] [added: $3.7] billion at an average share price of [removed: $203.90,] [added: $215.28,] excluding commissions of [removed: $.02] [added: $0.02] per share.

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 [removed: prospects,] [added: prospects] and other factors our Board of Directors and management may deem relevant.

The following table sets forth information with respect to repurchases by us of our common stock during the fiscal quarter ended [removed: January 1,] [added: December 31,] 2021:

| 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) [added: ($ in millions)] | | |

| (October [removed: 31, 2020-November 27, 2020)] [added: 30, 2021-November 26, 2021)] | | | | | | | | | | | | | | | | | | | | | | | |

| (November [removed: 28, 2020-January 1,] [added: 27, 2021-December 31,] 2021) | | | | | | | | | | | | | | | | | | | | | | | |

[added: (1)] 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 [removed: January 1,] [added: December 31,] 2021, the remaining unused authorization under our repurchase program was [removed: $210 million] [added: $2.5 billion] (as reflected in the table above).

[removed: (2)Represents] [added: (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.

| L3Harris Technologies, Inc. | | | $ | 100 | | $ | 135 | | $ | 181 | | $ | 242 | | $ | 271 | | $ | 248 | | $ | 285 | |

| S&P 500 | | | $ | 100 | | $ | 118 | | $ | 135 | | $ | 149 | | $ | 165 | | $ | 195 | | $ | 251 | |

| S&P 500 Aerospace & Defense | | | $ | 100 | | $ | 129 | | $ | 161 | | $ | 178 | | $ | 195 | | $ | 158 | | $ | 178 | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| (October 2, 2021-October 29, 2021) | | | | | | | | | | | | | | | | | | | | | | | |

| Repurchase program(1) | | | 856,598 | | | | | | $ | 233.45 | | | | | 856,598 | | | | | | $3,136 | | |

| Employee transactions(2) | | | 10,736 | | | | | | $ | 225.03 | | | | | — | | | | | | — | | |

| Repurchase program(1) | | | 1,908,099 | | | | | | $ | 221.10 | | | | | 1,908,099 | | | | | | $2,714 | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Employee transactions(2) | | | 6,891 | | | | | | $ | 223.85 | | | | | — | | | | | | — | | |

| Repurchase program(1) | | | 835,142 | | | | | | $ | 213.27 | | | | | 835,142 | | | | | | $2,536 | | |

| Employee transactions(2) | | | 10,779 | | | | | | $ | 211.78 | | | | | — | | | | | | — | | |

| Total | | | 3,628,245 | | | | | | | | | | | | 3,599,839 | | | | | | $2,536 | | |

| L3Harris Technologies, Inc. | | | $ | 100 | | $ | 109 | | $ | 147 | | $ | 198 | | $ | 263 | | $ | 295 | | $ | 270 | |

| S&P 500 | | | $ | 100 | | $ | 104 | | $ | 122 | | $ | 139 | | $ | 154 | | $ | 171 | | $ | 202 | |

| S&P 500 Aerospace & Defense | | | $ | 100 | | $ | 112 | | $ | 144 | | $ | 181 | | $ | 200 | | $ | 219 | | $ | 177 | |

| (October 3, 2020-October 30, 2020) | | | | | | | | | | | | | | | | | | | | | | | |

| Repurchase program(1) | | | — | | | | | | $ | — | | | | | — | | | | | | $650,336,263 | | |

| Employee transactions(2) | | | 5,652 | | | | | | $ | 170.67 | | | | | — | | | | | | — | | |

| Repurchase program(1) | | | 1,155,755 | | | | | | $ | 192.17 | | | | | 1,155,755 | | | | | | $428,238,336 | | |

| Employee transactions(2) | | | 3,289 | | | | | | $ | 176.29 | | | | | — | | | | | | — | | |

| Repurchase program(1) | | | 1,138,598 | | | | | | $ | 191.34 | | | | | 1,138,598 | | | | | | $210,383,051 | | |

| Employee transactions(2) | | | 3,051 | | | | | | $ | 189.62 | | | | | — | | | | | | — | | |

| Total | | | 2,306,345 | | | | | | | | | | | | 2,294,353 | | | | | | $210,383,051 | | |

(1)On July 1, 2019, we announced that our Board of Directors approved a new share repurchase program with a $4 billion share repurchase authorization replacing our prior share repurchase programs.

The information required by this Item with respect to securities authorized for issuance under our equity compensation plans is included in “Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Report.

See *Note 16: Stock Options and Other Share-Based Compensation* in the Notes for a general description of our share-based incentive plans.

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i4275b480e8e04971b24237f63c242920_70)] [added: Reporting](#i44c89fdeb27a46959d9ea3331e76be4e_73)] | | | [removed: [71](#i4275b480e8e04971b24237f63c242920_70)] [added: [64](#i44c89fdeb27a46959d9ea3331e76be4e_73)] | | |

| [Report of Independent Registered Public Accounting Firm [added: (PCAOB ID:](#i44c89fdeb27a46959d9ea3331e76be4e_76) 42[)] on the Consolidated Financial [removed: Statements](#i4275b480e8e04971b24237f63c242920_73)] [added: Statements](#i44c89fdeb27a46959d9ea3331e76be4e_76)] | | | [removed: [72](#i4275b480e8e04971b24237f63c242920_73)] [added: [65](#i44c89fdeb27a46959d9ea3331e76be4e_76)] | | |

| [Report of Independent Registered Public Accounting Firm on the Effectiveness of Internal Control Over Financial [removed: Reporting](#i4275b480e8e04971b24237f63c242920_76)] [added: Reporting](#i44c89fdeb27a46959d9ea3331e76be4e_79)] | | | [removed: [75](#i4275b480e8e04971b24237f63c242920_76)] [added: [68](#i44c89fdeb27a46959d9ea3331e76be4e_79)] | | |

| [removed: Consolidated] [added: [Consolidated] Statement of Income — Fiscal [removed: Year] [added: Years] Ended [added: December 31, 2021 and] January 1, 2021, Two Quarters Ended January 3, 2020, and Fiscal [removed: Years] [added: Year] Ended June 28, [removed: 2019 and June 29, 2018] [added: 2019](#i44c89fdeb27a46959d9ea3331e76be4e_82)] | | | [removed: [76](#i4275b480e8e04971b24237f63c242920_79)] [added: [69](#i44c89fdeb27a46959d9ea3331e76be4e_82)] | | |

| [removed: Consolidated] [added: [Consolidated] Statement of Comprehensive Income — Fiscal [removed: Year] [added: Years] Ended [added: December 31, 2021 and] January 1, 2021, Two Quarters Ended January 3, 2020, and Fiscal [removed: Years] [added: Year] Ended June 28, [removed: 2019 and June 29, 2018] [added: 2019](#i44c89fdeb27a46959d9ea3331e76be4e_85)] | | | [removed: [77](#i4275b480e8e04971b24237f63c242920_82)] [added: [70](#i44c89fdeb27a46959d9ea3331e76be4e_85)] | | |

| [Consolidated Balance Sheet [removed: —](#i4275b480e8e04971b24237f63c242920_85) January 1,] [added: —](#i44c89fdeb27a46959d9ea3331e76be4e_88) December 31,] 2021 and January [removed: 3, 2020] [added: 1, 2021] | | | [removed: [78](#i4275b480e8e04971b24237f63c242920_85)] [added: [71](#i44c89fdeb27a46959d9ea3331e76be4e_88)] | | |

| [Consolidated Statement of Cash Flows [removed: —](#i4275b480e8e04971b24237f63c242920_91)] [added: —](#i44c89fdeb27a46959d9ea3331e76be4e_91)] Fiscal [removed: Year] [added: Years] Ended [added: December 31, 2021 and] January 1, 2021, Two Quarters Ended January 3, 2020, and Fiscal [removed: Years] [added: Year] Ended June 28, 2019 [removed: and June 29, 2018] | | | [removed: [79](#i4275b480e8e04971b24237f63c242920_91)] [added: [72](#i44c89fdeb27a46959d9ea3331e76be4e_91)] | | |

| [Consolidated Statement of Equity [removed: —](#i4275b480e8e04971b24237f63c242920_94)] [added: —](#i44c89fdeb27a46959d9ea3331e76be4e_94)] Fiscal [removed: Year] [added: Years] Ended [added: December 31, 2021 and] January 1, 2021, Two Quarters Ended January 3, 2020, and Fiscal [removed: Years] [added: Year] Ended June 28, 2019 [removed: and June 29, 2018] | | | [removed: [80](#i4275b480e8e04971b24237f63c242920_94)] [added: [73](#i44c89fdeb27a46959d9ea3331e76be4e_94)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4275b480e8e04971b24237f63c242920_100)] [added: Statements](#i44c89fdeb27a46959d9ea3331e76be4e_97)] | | | [removed: [81](#i4275b480e8e04971b24237f63c242920_100)] [added: [74](#i44c89fdeb27a46959d9ea3331e76be4e_97)] | | |

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of [removed: January 1,] [added: December 31,] 2021.

Based on management’s assessment and those criteria, management concluded that the Company maintained effective internal control over financial reporting as of [removed: January 1,] [added: December 31,] 2021.

This report appears on page [removed: 75] [added: 68] of this Annual Report on Form 10-K.

We have audited the accompanying consolidated balance sheets of L3Harris Technologies, Inc. (the Company) as of [added: December 31, 2021 and] January 1, [removed: 2021and January 3, 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, cash flows and equity for [added: each of] the [removed: year] [added: two years in the period] ended [removed: January 1,] [added: December 31,] 2021, the two quarters ended January 3, [removed: 2020] [added: 2020,] and [removed: for each of] the [removed: two years in the period] [added: year] ended June 28, 2019, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at [removed: January 1,] [added: December 31,] 2021 and January [removed: 3, 2020] [added: 1, 2021,] and the results of its operations and its cash flows for [added: each of] the [removed: year] [added: two years in the period] ended [removed: January 1,] [added: December 31,] 2021, the two quarters ended January 3, [removed: 2020] [added: 2020,] and [removed: each of] the [removed: two years in the period] [added: year] ended June 28, 2019, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of [removed: January 1,] [added: December 31,] 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated [removed: March 1, 2021] [added: February 25, 2022] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As described in Note 1 of the consolidated financial statements, the Company recognized revenue for certain of its development and production contracts over time, typically using a percentage of completion cost-to-cost method, which required estimates of [removed: the total cost to be incurred] [added: costs at completion] for each [removed: contract at completion.] [added: contract.] At the outset of [removed: the] [added: each] contract, the Company [removed: establishes an estimated total cost to complete, taking into consideration the] [added: gauges its] complexity and perceived risks [removed: associated with the technical, schedule,] and [added: establishes an estimated total] cost [removed: aspects of the contract.] [added: at completion with these expectations.] After establishing the estimated [removed: total] cost [removed: to complete,] [added: at completion,] the Company reviews the progress and performance on its ongoing [removed: development and production] contracts at least quarterly and updates the estimated total cost [removed: to complete as needed.] [added: at completion.] Such estimates are subject to change during the performance of the contract and significant changes in estimates could have a material effect on the Company’s results of operations. Auditing the cost estimation for development and production contracts involved subjective auditor judgment because the Company’s development of the estimated total cost at completion required estimates of the cost of the work to be completed based on the Company’s [added: underlying] assumptions around achieving the technical, [removed: schedule] [added: schedule,] and cost aspects of its [removed: development and production] contracts. In determining the estimates of the cost of the work to be completed, the Company considered the nature and complexity of the work to be performed, subcontractor performance and the risk and impact of delayed performance. Estimates of total cost at completion were also affected by management’s assessment of the current status of the contract and expectation for performance on the contract, as well as historical experience. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s accounting for cost estimation for development and production contracts. For example, we tested certain controls over management’s review of the estimate at completion analyses and the significant assumptions underlying the estimated total costs [removed: to complete.] [added: at completion.] We also tested certain of management’s controls to validate that the data used in the estimate at completion analyses was complete and accurate. To test the cost estimation for development and production contracts, our audit procedures included, among others, obtaining an understanding of the contract, meeting with program management to confirm our understanding of the risks associated with the arrangement and the current contract performance, review of customer correspondence and contractual milestones, and comparing cost estimates to historical cost experience with similar contracts, when applicable. Additionally, we obtained an understanding of the Company’s past performance of estimating total costs [removed: to complete] [added: at completion] by reviewing changes in the cost estimates from previous periods and reviewing the overall accuracy of management’s cost to completion estimations through lookback analyses. | | |

| *Description of the Matter* | | | At [removed: January 1,] [added: December 31,] 2021, the Company’s goodwill was [removed: $19] [added: $18] billion. As [removed: discussed] [added: more fully described] in Note 1 to the consolidated financial statements, the Company tests goodwill for impairment annually (or under certain circumstances, more frequently) at the reporting unit level using either a qualitative or quantitative [removed: approach.] [added: assessment.] Under the quantitative [removed: approach] [added: assessment] to test for goodwill impairment, the Company compares the fair value of a reporting unit to its carrying amount, including goodwill. Generally, the Company estimates the fair value of its reporting units using a combination of a discounted cash flows analysis and market-based valuation methodologies. [removed: As further discussed in Note 10, during the year ended January 1, 2021, the Company recorded a $475 million goodwill impairment charge at a reporting unit within the Aviation Systems segment.] Auditing the Company’s quantitative goodwill impairment tests involved subjective auditor judgment due to the significant estimation required [added: by management] in [removed: management’s determination of] the [added: valuation models used to determine the] fair value of the reporting units. The significant estimation [removed: was primarily due to] [added: involved] the sensitivity of the underlying assumptions [added: used in the valuation models,] including changes in the weighted average cost of capital, projected revenue growth rates, projected operating margins, and terminal growth rate. These assumptions relate to the expected future operating performance of the Company’s reporting units, are forward-looking, and are sensitive to and affected by economic, industry and company-specific qualitative factors. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant internal controls over the Company’s goodwill impairment review process, including controls over management’s review of [removed: the valuation models and] significant assumptions [removed: described above.] [added: used in the valuation models.] We also tested management’s controls to validate that the data used in the valuation models was complete and accurate. To test the estimated fair value of the Company’s reporting units, we performed audit procedures that included, among others, assessing the valuation methodologies used by the Company, involving our valuation specialists to assist in testing the significant assumptions discussed above, and testing the completeness and accuracy of the underlying data the Company used in its valuation analyses. For example, we compared the significant assumptions used by management to current industry, market and economic trends, the historical results of the reporting units, and other relevant factors. We also assessed the historical accuracy of management’s [added: valuation] estimates and performed sensitivity analyses of significant assumptions used in the [removed: annual] impairment [removed: test] [added: tests] to evaluate the change in the fair value of the reporting unit resulting from changes in the significant assumptions. In addition, we reviewed the reconciliation of the fair value of the reporting units based on the annual impairment test to the market capitalization of the Company. | | |

We have audited L3Harris Technologies, Inc.’s internal control over financial reporting as of [removed: January 1,] [added: December 31,] 2021, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, L3Harris Technologies, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of [removed: January 1,] [added: December 31,] 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of [removed: January 1,] [added: December 31,] 2021 and January [removed: 3, 2020,] [added: 1, 2021,] the related consolidated statements of income, comprehensive income, cash flows and equity for [added: each of] the [removed: year] [added: two years in the period] ended [removed: January 1,] [added: December 31,] 2021, the two quarters ended January 3, 2020 and for [removed: each of] the [removed: two years in the period] [added: year] ended June 28, [removed: 2019,] [added: 2019] and the related notes and our report dated [removed: March 1, 2021] [added: February 25, 2022] expressed an unqualified opinion thereon.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed [removed: risk,] [added: risk] and performing such other procedures as we considered necessary in the circumstances.

| | | | Fiscal [removed: Year] [added: Years] Ended | | | | | | [removed: Two Quarters Ended] | | | | | | [removed: Fiscal Years] [added: Two Quarters] Ended | | | | | | [added: Fiscal Year Ended] | | |

| (In millions, except per share amounts) | | | [removed: January 1,] [added: December 31,] 2021 | | | | | | January [removed: 3, 2020] [added: 1, 2021] | | | | | | [removed: June 28, 2019] [added: January 3, 2020] | | | | | | June [removed: 29, 2018] [added: 28, 2019] | | |

| Revenue from product sales | | | $ | [removed: 13,581] [added: 13,156] | | | | | $ | [removed: 6,908] [added: 13,581] | | | | | $ | [removed: 5,638] [added: 6,908] | | | | | $ | [removed: 5,038] [added: 5,638] | |

| Revenue from services | | | [removed: 4,613] [added: 4,658] | | | | | | [removed: 2,355] [added: 4,613] | | | | | | [removed: 1,163] [added: 2,355] | | | | | | [removed: 1,130] [added: 1,163] | | |

| | | | [removed: 18,194] [added: 17,814] | | | | | | [removed: 9,263] [added: 18,194] | | | | | | [removed: 6,801] [added: 9,263] | | | | | | [removed: 6,168] [added: 6,801] | | |

| Cost of product sales | | | [removed: (9,464)] [added: (9,007)] | | | | | | [removed: (4,996)] [added: (9,464)] | | | | | | [removed: (3,615)] [added: (4,996)] | | | | | | [removed: (3,239)] [added: (3,615)] | | |

| Cost of services | | | [removed: (3,422)] [added: (3,431)] | | | | | | [removed: (1,730)] [added: (3,422)] | | | | | | [removed: (852)] [added: (1,730)] | | | | | | [removed: (827)] [added: (852)] | | |

| | | | [removed: (12,886)] [added: (12,438)] | | | | | | [removed: (6,726)] [added: (12,886)] | | | | | | [removed: (4,467)] [added: (6,726)] | | | | | | [removed: (4,066)] [added: (4,467)] | | |

| Engineering, selling and administrative expenses | | | [removed: (3,315)] [added: (3,280)] | | | | | | [removed: (1,881)] [added: (3,315)] | | | | | | [removed: (1,242)] [added: (1,881)] | | | | | | [removed: (1,182)] [added: (1,242)] | | |

| Business divestiture-related [removed: (losses)] gains [added: (losses)] | | | (51) | | | | | | 229 | | | | | | [removed: —] [added: 229] | | | | | | — | | |

| Impairment of goodwill and other assets | | | [removed: (767)] [added: (207)] | | | | | | [removed: (46)] [added: (767)] | | | | | | [removed: —] [added: (46)] | | | | | | — | | |

| Non-operating income | | | [removed: 401] [added: 439] | | | | | | [removed: 192] [added: 401] | | | | | | [removed: 188] [added: 192] | | | | | | [removed: 156] [added: 188] | | |

| Income from continuing operations before income taxes | | | [removed: 1,322] [added: 2,283] | | | | | | [removed: 908] [added: 1,322] | | | | | | [removed: 1,113] [added: 908] | | | | | | [removed: 908] [added: 1,113] | | |

| Income taxes | | | [removed: (234)] [added: (440)] | | | | | | [removed: (73)] [added: (234)] | | | | | | [removed: (160)] [added: (73)] | | | | | | [removed: (206)] [added: (160)] | | |

| Income from continuing operations | | | [removed: 1,088] [added: 1,843] | | | | | | [removed: 835] [added: 1,088] | | | | | | [removed: 953] [added: 835] | | | | | | [removed: 702] [added: 953] | | |

| Discontinued operations, net of income taxes | | | [removed: (2)] [added: (1)] | | | | | | [removed: (1)] [added: (2)] | | | | | | [removed: (4)] [added: (1)] | | | | | | [removed: (3)] [added: (4)] | | |

| Net income | | | [removed: 1,086] [added: 1,842] | | | | | | [removed: 834] [added: 1,086] | | | | | | [removed: 949] [added: 834] | | | | | | [removed: 699] [added: 949] | | |

February 25, 2022

February 25, 2022

| Discontinued operations, net of income taxes | | | (1) | | | | | | (2) | | | | | | (1) | | | | | | (4) | | |

| Inventory prepayments | | | 48 | | | | | | 61 | | |

| | | | $ | 34,709 | | | | | $ | 36,960 | |

| | | | $ | 34,709 | | | | | $ | 36,960 | |

| Net income | | | $ | 1,842 | | | | | $ | 1,086 | | | | | $ | 834 | | | | | $ | 949 | |

| Prepaid expenses and other current assets | | | 23 | | | | | | 57 | | | | | | 127 | | | | | | 2 | | |

| Balance at December 31, 2021 | | | $ | 194 | | | | | $ | 16,248 | | | | | $ | 2,917 | | | | | $ | (146) | | | | | $ | 106 | | | | | $ | 19,319 | |

See *Note 27: Subsequent Events* in these Notes for information regarding our new structure effective in fiscal 2022.

Divestitures — See *Note 3: Business Divestitures and Asset Sales* in these Notes for information regarding the divestitures and other asset sales by us in fiscal 2021, fiscal 2020 and the two quarters ended January 3, 2020.

Each of our fiscal years ended December 31, 2021 and January 1, 2021 included 52 weeks.

Reclassifications — The classification of certain prior-year amounts have been adjusted in our Consolidated Financial Statements to conform to current-year classifications.

Reclassifications include finance lease liabilities that were previously included in the “Other accrued items” and “Other long-term liabilities” line items and are now reflected in the “Current portion of long-term debt, net” and “Long-term debt, net” line items in our Consolidated Balance Sheet.

Supplemental Cash Flow Information — Non-cash investing and financing activities during fiscal 2021 included a $260 million right-of-use asset we obtained in exchange for a corresponding operating lease liability.

These non-cash investing and financing activities are excluded from the “Other investing” and “Other financing” line items in our Consolidated Statement of Cash Flows.

Non-cash investing and financing activities during fiscal 2021 included a $120 million right-of-use asset we obtained in exchange for a corresponding finance lease liability.

These non-cash investing and financing activities are excluded from the “Additions of property, plant and equipment” and “Net proceeds from borrowings” line items in our Consolidated Statement of Cash Flows.

Right-of-use assets for finance leases are included in the “Property, plant and equipment, net” line item and the corresponding finance lease liabilities are included in the “Current portion of long-term debt, net” and “Long-term debt, net” line items in our Consolidated Balance Sheet.

There were no material non-cash investing or financing activities during fiscal 2020.

by us to ensure the customers meet their payment obligations.

Also as a practical expedient, we did not reassess lease classification for contracts in existence or expired prior to our

Restructuring payments and charges were not material for fiscal 2021 and liabilities outstanding related to restructuring actions were not material at December 31, 2021.

| | | | Fiscal Years Ended | | | | | | | | | | | | Two Quarters Ended | | | | | | Fiscal Year Ended | | |

| (In millions, except per share amounts) | | | December 31, 2021 | | | | | | January 1, 2021 | | | | | | January 3, 2020 | | | | | | June 28, 2019 | | |

treasury stock method.

There have been no new accounting pronouncements which became effective during fiscal 2021 that have a material impact on our Consolidated Financial Statements.

The following table presents information regarding business divestitures and asset sales completed by us during fiscal 2021, 2020 and the two quarters ended January 3, 2020.

There were no businesses divested during the fiscal year ended June 28, 2019.

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (In millions) | | | Business Segment(1) | | | | | | Date of Divestiture | | | | | | Sale Price | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fiscal 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Narda-MITEQ business(2) | | | Aviation Systems | | | | | | December 6, 2021 | | | | | | $ | 75 | | | | | | | | | | |

| ESSCO business(3) | | | Aviation Systems | | | | | | November 26, 2021 | | | | | | 55 | | | | | | | | | | | |

| Electron Devices business(4) | | | Aviation Systems | | | | | | October 1, 2021 | | | | | | 185 | | | | | | | | | | | |

| VSE disposal group(5) | | | Aviation Systems | | | | | | July 30, 2021 | | | | | | 20 | | | | | | | | | | | |

| CPS business(6) | | | Aviation Systems | | | | | | July 2, 2021 | | | | | | 398 | | | | | | | | | | | |

| Military training business(7) | | | Aviation Systems | | | | | | July 2, 2021 | | | | | | 1,050 | | | | | | | | | | | |

March 1, 2021

| Interest income | | | 16 | | | | | | 12 | | | | | | 2 | | | | | | 2 | | |

| Interest expense | | | (270) | | | | | | (135) | | | | | | (169) | | | | | | (170) | | |

| | | | $ | 36,960 | | | | | $ | 38,336 | |

| Other | | | 108 | | | | | | 119 | | | | | | 21 | | | | | | (2) | | |

| Proceeds from sale of asset group | | | — | | | | | | 20 | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance at June 30, 2017 | | | $ | 120 | | | | | $ | 1,741 | | | | | $ | 1,318 | | | | | $ | (276) | | | | | $ | — | | | | | $ | 2,903 | |

| Reclassifications due to adoption of accounting standards update | | | — | | | | | | — | | | | | | 35 | | | | | | (35) | | | | | | — | | | | | | — | | |

| Forward contract component of accelerated share repurchase | | | — | | | | | | 38 | | | | | | — | | | | | | — | | | | | | — | | | | | | 38 | | |

| Other, including distributions to noncontrolling interests | | | — | | | | | | (6) | | | | | | — | | | | | | — | | | | | | (10) | | | | | | (16) | | |

| Other, including distributions to noncontrolling interests | | | — | | | | | | 1 | | | | | | 2 | | | | | | — | | | | | | (7) | | | | | | (4) | | |

Divestitures —See *Note 3: Business Divestitures and Asset Sales* in these Notes for information regarding the following and other divestitures by us in 2019 and 2020: the divestiture of the Harris Night Vision business completed on September 13, 2019; the divestiture of the Security & Detection Systems and MacDonald Humfrey Automation solutions business completed on May 4, 2020; the divestiture of the Applied Kilovolts and Analytical Instrumentation business completed on May 15, 2020; and the divestiture of the EOTech business completed on July 31, 2020.

long-term fixed-rate debt.

Capitalized costs to obtain or fulfill a

The expected lease term represents the number of years

We are a lessor for certain flight simulators.

In cases where employees are required to render service until they are terminated in order to receive the termination benefits and will be retained beyond the minimum retention period, we record the expense ratably over the future service period.

or price that may create new or change existing enforceable rights and obligations.

present right to payment from the customer, whether title and/or significant risks and rewards of ownership have transferred to the customer and whether customer acceptance has been received (in the case of arrangements with customer acceptance provisions).

Effective January 3, 2020, we adopted Accounting Standards Update 2016-13, *Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments* on a modified retrospective basis*.* The new standard replaces the existing impairment model, under which impairment of financial instruments, including accounts receivable and contract assets, is recognized when it becomes probable a loss has been incurred, with a model that requires recognition of expected credit losses over the estimated life of an asset at inception and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

Adopting this standard did not have a material impact on our financial condition, results of operations, cash flows or equity.

On July 31, 2020, we completed the divestiture of our EOTech business for $42 million (net cash proceeds of $40 million after selling costs and estimated purchase price adjustments), subject to final customary purchase price adjustments as set forth in the definitive sale agreement, and recognized a pre-tax gain of $2 million, which is included in the “Business divestiture-related (losses) gains” line item in our Consolidated Statement of Income for fiscal 2020.

The operating results of the EOTech business through the date of divestiture are reported as part of our Communication Systems segment.

Income before income taxes of the EOTech business through the date of divestiture was not material for fiscal 2020 or the two quarters ended January 3, 2020.

In connection with the preparation of our financial statements for the quarter ended April 3, 2020, we tested goodwill assigned to the EOTech business disposal group and goodwill assigned to the retained businesses of the reporting unit for impairment and concluded that no goodwill impairment existed at the time the held for sale criteria were met.

*Applied Kilovolts and Analytical Instrumentation business.* On May 15, 2020, we completed the divestiture of our Applied Kilovolts and Analytical Instrumentation business for net cash proceeds of $12 million, after selling costs and purchase price adjustments as set forth in the definitive sale agreement.

The operating results of the Applied Kilovolts and Analytical Instrumentation business through the date of divestiture are reported as part of our Space and Airborne Systems segment.

Income before income taxes of the Applied Kilovolts and Analytical Instrumentation business through the date of divestiture was not material in fiscal 2020, the two quarters ended January 3, 2020, or fiscal 2019 or 2018.

*Airport security and automation business.* On May 4, 2020, we completed the divestiture of the Security & Detection Systems and MacDonald Humfrey Automation solutions business (“airport security and automation business”) to Leidos, Inc. for $1 billion (net cash proceeds of $987 million after selling costs and purchase price adjustments as set forth in the definitive sale agreement, and recognized a pre-tax loss of $23 million, which is included in the “Business divestiture-related (losses) gains” line item in our Consolidated Statement of Income for fiscal 2020.

The operating results of the airport security and automation business through the date of divestiture are reported as part of our Aviation Systems segment.

Income before income taxes of the airport security and automation business through the date of divestiture was not material in fiscal 2020, and was $27 million in the two quarters ended January 3, 2020.

In connection with the preparation of our financial statements for the quarter ended April 3, 2020, we tested goodwill assigned to the disposal group and goodwill assigned to the retained businesses of the reporting unit for impairment and concluded that no goodwill impairment existed at the time the held for sale criteria were met in late January 2020.

However, indicators of potential impairment of goodwill related to the retained businesses of the reporting unit were present at April 3, 2020 and July 3, 2020 due to the downturn in the commercial aviation market that resulted from the novel COVID-19 strain of coronavirus pandemic (“COVID”) and its impact on global air traffic and customer demand.

*VSE Disposal Group.* During the quarter ended July 3, 2020, we determined the criteria to be classified as held for sale were met with respect to certain portions of our Voice Switch Enterprise business that we planned to divest (“VSE disposal group”); consequently, the assets and liabilities of the VSE disposal group are classified as held for sale in our Consolidated Balance Sheet as of January 1, 2021.

Income before income taxes of the VSE disposal group was not material in fiscal 2020, the two quarters ended January 3, 2020, or fiscal 2019 or 2018.

In connection with the preparation of our financial statements for fiscal 2020, we recognized a $32 million pre-tax loss to reduce the assets of the VSE disposal group to fair value, which included a non-cash goodwill impairment charge of $14 million (based on the excess of the carrying value of the business over estimated net cash proceeds, after estimated purchase price adjustments) and a $18 million non-cash remeasurement loss to reduce the remaining assets to fair value.

We expect to complete the sale of the VSE disposal group by the end of the first half of 2021.

*Harris Night Vision.* On September 13, 2019, we completed the sale of the Harris Night Vision business, a global supplier of high-performance, vision-enhancing products for U.S. and allied military and security forces and commercial customers, to Elbit Systems of America, LLC, a subsidiary of Elbit Systems, Ltd., for $350 million (net cash proceeds of $343 million after selling costs and estimated purchase price adjustments), subject to final customary purchase price adjustments pursuant to a definitive agreement we entered into on April 4, 2019 as part of the regulatory process in connection with the L3Harris Merger and recognized a pre-tax gain of $229 million in the “Business divestiture-related (losses) gains” line item in our Consolidated Statement of Income during the two quarters ended January 3, 2020.

Through fiscal 2019, the Harris Night Vision business was reported as part of our former Communication Systems segment.

As required by Rule 13a-15 under the Exchange Act, as of [removed: January 1,] [added: December 31,] 2021, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures.

Based on this work and other evaluation procedures, our management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that as of [removed: January 1,] [added: December 31,] 2021 our disclosure controls and procedures were effective.

[removed: Other than changes related to incorporating our controls and procedures with respect to L3’s operations, there] [added: There] have been no changes in our internal control over financial reporting that occurred during the [removed: fourth] quarter [removed: of fiscal 2020] [added: ended December 31, 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of [removed: January 1,] [added: December 31,] 2021.

Based on our management’s assessment and those criteria, our management concluded that our internal control over financial reporting was effective as of [removed: January 1,] [added: December 31,] 2021.

We evaluated the impacts of COVID on our ability to maintain effective internal controls and concluded that our internal control environment was not materially affected during fiscal 2020.

PART III

Not applicable.

PART III

| | | | | | |

| --- | --- | --- | --- | --- | --- |

Information regarding our directors, executive officers and corporate governance is included in our Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Shareholders scheduled to be held on April [removed: 23, 2021] [added: 22, 2022] (our [removed: “2021] [added: “2022] Proxy Statement”), which is expected to be filed within 120 days after the end of our fiscal [removed: 2020.][added: 2021.]

(a) *Identification of Directors:* The information required by this Item with respect to our directors is incorporated herein by reference to the discussion under the headings *Proposal 1: Election of Directors* and *Nominees for Election* in our [removed: 2021] [added: 2022] Proxy Statement.

(c) *Audit Committee Information; Financial Expert:* The information required by this Item with respect to the Audit Committee of our Board of Directors and “audit committee financial experts” is incorporated herein by reference to the discussions under the headings *Corporate Governance* and *Board Committees*, *Audit Committee* in our [removed: 2021] [added: 2022] Proxy Statement.

(d) *Delinquent Section 16(a) Reports:* Information related to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the discussion under the heading *Delinquent Section 16(a) Reports* in our [removed: 2021] [added: 2022] Proxy Statement.

Our Code of Conduct is posted on our website at [removed: *https://www.l3harris.com/content/code-of-conduct*] [added: *https://www.l3harris.com/resources/other/l3harris-code-conduct*] and is also available free of charge by written request to our Director of Ethics and Compliance, L3Harris Technologies, Inc., 1025 West NASA Boulevard, Melbourne, Florida 32919.

We intend to disclose on the Code of Conduct section of our website at [removed: *https://www.l3harris.com/content/code-of-conduct*] [added: *https://www.l3harris.com/resources/other/l3harris-code-conduct*] any amendment to, or waiver from, our Code of Conduct that is required to be disclosed to shareholders, within four business days following such amendment or waiver.

The information required by this Item with respect to codes of ethics is incorporated herein by reference to the discussion under the heading *Code of Conduct* in our [removed: 2021] [added: 2022] Proxy Statement.

(f) *Policy for Nominees:* The information required under Item 407(c)(3) of Regulation S-K is incorporated herein by reference to the discussion [removed: contained] under the heading *Director Nomination Process* in our [removed: 2021] [added: 2022] Proxy Statement concerning procedures by which shareholders may recommend nominees to our Board of Directors, submit nominees for inclusion in our proxy materials pursuant to our “proxy access” provision of our By-Laws or directly propose nominees for consideration pursuant to our By-Laws but not pursuant to the proxy access [removed: provision .][added: provision.]

No material changes to those procedures have occurred since the disclosure regarding those procedures in our Proxy Statement for our [removed: 2020] [added: 2021] Annual Meeting of Shareholders.

Additional information concerning requirements and procedures for shareholders directly nominating directors is contained under the heading *Shareholder Nominations and Proposals* in our [removed: 2021] [added: 2022] Proxy Statement.

The information required by this Item with respect to compensation of our directors and executive officers is incorporated herein by reference to the discussions under the headings *Director Compensation and Benefits*, *Compensation Discussion and [removed: Analysis* and *Compensation] [added: Analysis, Compensation] Committee [removed: Report*] [added: Report, Compensation Tables* and *CEO Pay Ratio*] in our [removed: 2021] [added: 2022] Proxy Statement.

The following table provides information as of [removed: January 1,] [added: December 31,] 2021 about our common stock that may be issued, whether upon the exercise of options, warrants and rights or otherwise, under our existing equity compensation plans.

As of [removed: January 1,] [added: December 31,] 2021, there were awards outstanding under those plans with respect to [removed: 948,615] [added: 1,261,397] shares, consisting of (i) awards of [removed: 64,059] [added: 26,302] shares of restricted stock, for which all [removed: 64,059] [added: 26,302] shares were issued and outstanding; and (ii) awards of [removed: 884,556] [added: 1,235,095] performance share units and restricted stock units, for which all [removed: 884,556] [added: 1,235,095] were payable in shares but for which no shares were yet issued and outstanding.

The [removed: 5,206,192] [added: 4,764,183] shares to be issued upon exercise of outstanding options, warrants and rights as listed in column (a) consisted of shares to be issued in respect of the exercise of [removed: 4,321,636] [added: 3,529,088] outstanding options and in respect of awards of [removed: 884,556] [added: 1,235,095] performance share units and restricted stock units payable in shares.

See *Note [removed: 16:] [added: 15:] Stock Options and Other Share-Based Compensation* in the Notes for a general description of our share-based incentive plans.

The other information required by this Item with respect to security ownership of certain of our beneficial owners and management is incorporated herein by reference to the discussions under the headings *Principal Shareholders* and *Shares Owned By Directors, Nominees and Executive Officers* in our [removed: 2021] [added: 2022] Proxy Statement.

| Equity compensation plans approved by shareholders(1) | | | 4,764,183 | | | $150.68 | | | 16,321,141 | | |

| Total | | | 4,764,183 | | | $150.68 | | | 16,321,141 | | |

| Equity compensation plans approved by shareholders(1) | | | 5,206,192 | | | $127.93 | | | 19,402,884 | | |

| Total | | | 5,206,192 | | | $127.93 | | | 19,402,884 | | |

The information required by this Item is incorporated herein by reference to the discussions under the headings *Director Independence Standards* and *Related Person Transaction Policy* in our [removed: 2021] [added: 2022] Proxy Statement.

The information required by this Item is incorporated herein by reference to the discussion under the heading *Proposal [removed: 3:] [added: 4:] Ratification of Appointment of Independent Registered Public Accounting Firm* in our [removed: 2021] [added: 2022] Proxy Statement.

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i4275b480e8e04971b24237f63c242920_70)] [added: Reporting](#i44c89fdeb27a46959d9ea3331e76be4e_73)] | | | [removed: [71](#i4275b480e8e04971b24237f63c242920_70)] [added: [64](#i44c89fdeb27a46959d9ea3331e76be4e_73)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm on] [added: Firm](#i44c89fdeb27a46959d9ea3331e76be4e_76) [](#i44c89fdeb27a46959d9ea3331e76be4e_76)[(](#i44c89fdeb27a46959d9ea3331e76be4e_76)[PCAOB ID:](#i44c89fdeb27a46959d9ea3331e76be4e_76) [](#i44c89fdeb27a46959d9ea3331e76be4e_76)42[)](#i44c89fdeb27a46959d9ea3331e76be4e_76) [on] the Consolidated Financial [removed: Statements](#i4275b480e8e04971b24237f63c242920_73)] [added: Statements](#i44c89fdeb27a46959d9ea3331e76be4e_76)] | | | [removed: [72](#i4275b480e8e04971b24237f63c242920_73)] [added: [65](#i44c89fdeb27a46959d9ea3331e76be4e_76)] | | |

| [Report of Independent Registered Public Accounting Firm on the Effectiveness of Internal Control Over Financial [removed: Reporting](#i4275b480e8e04971b24237f63c242920_76)] [added: Reporting](#i44c89fdeb27a46959d9ea3331e76be4e_79)] | | | [removed: [75](#i4275b480e8e04971b24237f63c242920_76)] [added: [68](#i44c89fdeb27a46959d9ea3331e76be4e_79)] | | |

| [removed: Consolidated] [added: [Consolidated] Statement of Income — Fiscal [removed: Year] [added: Years] Ended [added: December 31, 2021 and] January 1, 2021; Two Quarters Ended January 3, 2020; and Fiscal [removed: Years] [added: Year] Ended June 28, [removed: 2019 and June 29, 2018] [added: 2019](#i44c89fdeb27a46959d9ea3331e76be4e_82)] | | | [removed: [76](#i4275b480e8e04971b24237f63c242920_79)] [added: [69](#i44c89fdeb27a46959d9ea3331e76be4e_82)] | | |

| [removed: Consolidated] [added: [Consolidated] Statement of Comprehensive Income — Fiscal [removed: Year] [added: Years] Ended [added: December 31, 2021 and] January 1, 2021; Two Quarters Ended January 3, 2020; and Fiscal [removed: Years] [added: Year] Ended June 28, [removed: 2019 and June 29, 2018] [added: 2019](#i44c89fdeb27a46959d9ea3331e76be4e_85)] | | | [removed: [77](#i4275b480e8e04971b24237f63c242920_82)] [added: [70](#i44c89fdeb27a46959d9ea3331e76be4e_85)] | | |

| [removed: Consolidated] [added: [Consolidated] Balance Sheet — [removed: January 1,] [added: December 31,] 2021 and January [removed: 3, 2020] [added: 1, 2021](#i44c89fdeb27a46959d9ea3331e76be4e_88)] | | | [removed: [78](#i4275b480e8e04971b24237f63c242920_85)] [added: [71](#i44c89fdeb27a46959d9ea3331e76be4e_88)] | | |

| [removed: Consolidated] [added: [Consolidated] Statement of Cash Flows — Fiscal [removed: Year] [added: Years] Ended [added: December 31, 2021 and] January 1, 2021; Two Quarters ended January 3, 2020; and Fiscal [removed: Years] [added: Year] Ended June 28, [removed: 2019 and June 29, 2018] [added: 2019](#i44c89fdeb27a46959d9ea3331e76be4e_91)] | | | [removed: [79](#i4275b480e8e04971b24237f63c242920_91)] [added: [72](#i44c89fdeb27a46959d9ea3331e76be4e_91)] | | |

| [removed: Consolidated] [added: [Consolidated] Statement of Equity — Fiscal [removed: Year ended] [added: Years Ended December 31, 2021 and] January 1, 2021; Two Quarters ended January 3, [removed: 2020] [added: 2020;] and Fiscal [removed: Years ended] [added: Year Ended] June 28, [removed: 2019; June 29, 2018] [added: 2019](#i44c89fdeb27a46959d9ea3331e76be4e_94)] | | | [removed: [80](#i4275b480e8e04971b24237f63c242920_94)] [added: [73](#i44c89fdeb27a46959d9ea3331e76be4e_94)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4275b480e8e04971b24237f63c242920_100)] [added: Statements](#i44c89fdeb27a46959d9ea3331e76be4e_97)] | | | [removed: [81](#i4275b480e8e04971b24237f63c242920_100)] [added: [74](#i44c89fdeb27a46959d9ea3331e76be4e_97)] | | |