L3Harris Technologies 10-K 2025-01-03

Filed 2025-02-14. 24 sections, 445K characters. Original on sec.gov · Markdown · JSON

What changed since the 2023-12-29 10-KNew, removed and reworded risk factor headings, then every item sentence by sentence.

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended January 3, 2025

OR

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

Commission File Number 1-3863

l3harrislogoa02.jpg

L3HARRIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware34-0276860
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1025 West NASA Boulevard
Melbourne,Florida32919
(Address of principal executive offices)(Zip Code)

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

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

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange

Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been

subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to

Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such

files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting

company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and

“emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its

internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting

firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant

included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based

compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

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

The aggregate market value of the voting common equity held by non-affiliates of the registrant at June 28, 2024 was $42,471,412,123

(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 June 28, 2024 are affiliates.

The number of shares outstanding of the registrant’s common stock as of February 7, 2025 was 188,313,839.

Documents Incorporated by Reference:

Portions of the registrant’s definitive Proxy Statement for the 2025 Annual Meeting of Shareholders scheduled to be held on April 18,

2025, which will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended

January 3, 2025, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described therein.

L3HARRIS TECHNOLOGIES, INC.

ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JANUARY 3, 2025

TABLE OF CONTENTS

Page No.
Part I:
ITEM 1. Business .................................................................................................................................1
ITEM 1A. Risk Factors ............................................................................................................................5
ITEM 1B. Unresolved Staff Comments ...............................................................................................15
ITEM 1C. Cybersecurity .........................................................................................................................15
ITEM 2. Properties ...............................................................................................................................17
ITEM 3. Legal Proceedings .................................................................................................................17
ITEM 4. Mine Safety Disclosures .......................................................................................................17
Information about our Executive Officers ..............................................................................................18
Part II:
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities ...........................................................................................18
ITEM 6. [Reserved] ...............................................................................................................................20
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations .............................................................................................................................20
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk ........................................35
ITEM 8. Financial Statements and Supplementary Data ..............................................................36
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ..............................................................................................................................88
ITEM 9A. Controls and Procedures .....................................................................................................88
ITEM 9B. Other Information .................................................................................................................91
ITEM 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections .......................91
Part III :
ITEM 10. Directors, Executive Officers and Corporate Governance .............................................91
ITEM 11. Executive Compensation .....................................................................................................92
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .............................................................................................................92
ITEM 13. Certain Relationships and Related Transactions, and Director Independence .........92
ITEM 14. Principal Accounting Fees and Services ...........................................................................92
Part IV:
ITEM 15. Exhibits, Financial Statement Schedules .........................................................................93
ITEM 16. Form 10-K Summary ...........................................................................................................98
Signatures .....................................................................................................................................................................99

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PART I

Item 1. BUSINESS.

General

L3Harris Technologies, Inc. is the Trusted Disruptor for the defense industry. With customers’ mission-critical

needs in mind, we deliver end-to-end technology solutions connecting the space, air, land, sea and cyber domains in

the interest of global security. We support government customers in more than 100 countries, with our largest

customers being various departments and agencies of the U.S. Government, their prime contractors and

international allies. Our products and services have defense and civil government applications, as well as

commercial applications.

Our fiscal year ends on the Friday nearest December 31. The fiscal year ended January 3, 2025 (“fiscal 2024”)

included 53 weeks and fiscal years ended December 29, 2023 (“fiscal 2023”) and December 30, 2022 (“fiscal

2022”) included 52 weeks. Unless the context otherwise requires, the terms “we,” “our,” “us,” “Company” and

“L3Harris” as used in this Report mean L3Harris Technologies, Inc. and its subsidiaries.

Description of Business Segments

We structure our operations primarily around the products, systems and services we sell and the markets we

serve, and we report our financial results in four operating segments, which are also our reportable segments or

business segments. From time to time, we acquire or divest businesses and strategically realign businesses within

and across our business segments to optimize existing capabilities and enhance the efficiency with which we

develop and deliver our products and services. Our business segments provide a wide-range of products, systems

and services to various customers and are described below. For financial information with respect to our business

segments, see Note 14: Business Segments in the Notes.

Space & Airborne Systems (“SAS”). Supplies full mission solutions as a prime and subsystem integrator in the

space, airborne and cyber domains. We provide top-tier capabilities in the design, development, integration,

production and sustainment of weapons systems for national security, civil government and international customers

in the following business sectors:

Space Systems: Intelligence, surveillance and reconnaissance (“ISR”); position, navigation and timing; weather

and climate monitoring; missile defense and ground-based space surveillance networks.

Intel & Cyber: Situational awareness, optical networks and advanced wireless solutions for classified intelligence

and defense customers.

Mission Networks: Communications and networking solutions for air traffic management.

Airborne Combat Systems*:* Sensors, processors, hardened electronics, unmanned aircraft systems, precision

weapons, infrared search and tracking, distributed aperture systems and precision pointing, weapons release

systems; antennas for aircraft platforms; and threat warning and countermeasures for airborne, ground and

maritime platforms.

Integrated Mission Systems (“IMS”). Delivers differentiated mission capabilities and prime systems integration

to support intelligence, reconnaissance and surveillance (ISR), passive sensing and targeting, electronic attack,

autonomy, power and communications, networks and sensors. IMS specializes in system design, development,

integration, production, modernization and sustainment for national security and international customers in the

following business sectors:

ISR: Airborne passive sensing and targeting, mission systems development, integration and life-cycle

management for strategic reconnaissance, national command and control, tactical surveillance, electronic attack,

agile strike, mobility, and classified platforms.

Maritime: Power, electrical, imaging, communication and sensor systems for naval platforms; integrated

autonomous vessels for surface and undersea operations; fleet management; in-service support; missionization

prototyping; and naval integration.

Global Optical Systems: Multi-domain, multi-spectral electro-optical and infrared (EO/IR) sensor systems

supporting ISR and target acquisition missions; manufacturing of specialty laser and filter glass materials, laser

range finders, target designators and transmitters; and highly scalable autonomous solutions. On January 4, 2025,

we realigned our software solutions business from the ISR sector into Global Optical Solutions and renamed the

sector Targeting & Sensor Systems.

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Defense Electronics*:* Space communications and space flight avionics; 360-degree visible/midwave IR passive

surveillance; fuzing, navigation and range-testing solutions; and precision electronic components.

Commercial Aviation Solutions*:* Integrated aircraft avionics, pilot training and data analytics services for the

commercial aviation industry. At January 3, 2025, Commercial Aviation Solutions (“CAS disposal group”) was

classified as held for sale in our Consolidated Balance Sheet. See Note 13: Acquisitions and Divestitures in the Notes

for further information.

Communication Systems (“CS”). Enables warfighters across all domains with solutions critical to mission

success even in the most contested environments. We are a leading provider of resilient communication solutions

for the U.S. Department of Defense (“DoD”), international, federal, and state agency customers in the following

business sectors:

Tactical Communications: Design, manufacture and sustainment of resilient and interoperable secure

communication solutions that include tactical radios, software, waveforms, satellite terminals and end-to-end

battlefield systems.

Broadband Communications: Design, manufacture and sustainment of resilient and secure communication

solutions that include ISR and tactical data links, software and integrated broadband networks.

Integrated Vision Solutions: Design, manufacture and sustainment of a full suite of helmet-mounted integrated

night vision goggles with leading-edge image intensifier tubes and weapon-mounted sights, aiming lasers, and range

finders.

Public Safety and Professional Communications: State-of-the-art communication equipment, systems and

applications for federal agencies, state and local government first responders, utilities and transit agencies.

Aerojet Rocketdyne (“AR”)**. Provides propulsion, power and armament products and systems to U.S.

Government, including the DoD, National Aeronautics and Space Administration ("NASA") and major aerospace and

defense prime contractors in the following business sectors:

Missile Solutions: Propulsion technologies and armament systems for strategic defense, missile defense,

hypersonic and tactical systems.

Space Propulsion and Power Systems: Premier propulsion and power systems for national security, space and

exploration missions.

International Business

In fiscal 2024, revenue from products and services where the end consumer is located outside the U.S.,

including foreign military sales funded through the U.S. Government, whether directly or through prime contractors,

was $4.4 billion (21% of our revenue) and came from a large number of countries with no single foreign country

accounting for more than 5% of our total revenue. For financial information regarding our domestic and international

operations, including long-lived assets, see Note 14: Business Segments in the Notes.

The majority of our international marketing activities are conducted through subsidiaries that operate in the

Europe, Middle East and Africa (“EMEA”) and Asia-Pacific (“APAC”) regions and Canada. We also have established

international marketing organizations and several regional sales offices.

Competitive Conditions and Trends in Market Demand

We operate in highly-competitive markets that are sensitive to technological advances. Some of our competitors

in each of our markets are larger than we are and can maintain higher levels of expenditures for research and

development (“R&D”). We concentrate on the opportunities that we believe are compatible with our resources,

overall technological capabilities and objectives. We also collaborate with innovative partners, such as our strategic

partnerships with Palantir Technologies and Shield Capital to develop new capabilities to meet the demands of our

customers. Such collaboration is required by modern market dynamics where competing in our markets requires the

ability to fuse hardware, software and artificial intelligence (“AI”). Principal competitive factors are product and

system quality and reliability; technological capabilities; service; past performance; ability to develop and

implement complex, integrated solutions; ability to meet delivery schedules; and cost-effectiveness. We frequently

“partner” or are involved in subcontracting and teaming relationships with companies that are, from time to time,

competitors on other programs. We compete domestically and internationally against large defense companies;

principally BAE Systems, Boeing, General Dynamics, Lockheed Martin, Northrop Grumman, RTX, Thales and non-

traditional defense contractors. For further discussion of trends in market demand, see “Item 7. Management’s

Discussion and Analysis of Financial Condition and Results of Operations” of this Report.

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Backlog

Company-wide total backlog was $34.2 billion and $32.7 billion at January 3, 2025 and December 29, 2023,

respectively. We expect to recognize approximately 45% of the revenue associated with Company-wide total

backlog by the end of fiscal 2025 and approximately 75% of the revenue associated with Company-wide total

backlog by the end of fiscal 2026, with the remainder to be recognized thereafter. See Note 1: Significant Accounting

Policies in the Notes for additional information regarding Company-wide total backlog.

R&D

We conduct R&D activities using our own funds (company-funded R&D) and under contractual arrangements

(customer-funded R&D). See Note 1: Significant Accounting Policies in the Notes for further information on company-

funded R&D.

Intellectual Property

We own a large portfolio of patents, trade secrets, know-how, confidential information, trademarks, copyrights

and other intellectual property and we routinely apply for new patents, trademarks and copyrights. We also license

intellectual property to and from third parties. With regard to certain patents, the U.S. Government has an

irrevocable, non-exclusive, royalty-free license, pursuant to which the U.S. Government may use or authorize others

to use the inventions covered by such patents. Pursuant to similar arrangements, the U.S. Government may consent

to our use of inventions covered by patents owned by other persons. Numerous trademarks used on or in connection

with our products are also considered to be valuable assets.

Government Regulations

Our company is subject to various federal, state, local and international laws and regulations relating to the

development, manufacture, sale and distribution of our products and services, and it is our policy to comply with the

applicable laws in each jurisdiction in which we conduct business. Regulations include, but are not limited to, those

related to import and export controls, corruption, bribery, the protection of the environment, government

procurement, competition, product safety, workplace health and safety, employment, labor and data privacy. The

following describes significant regulations that may impact our businesses. For further discussion of risks relating to

government regulations, see “Item 1A. Risk Factors” of this Report.

Government Contracts. In fiscal 2024, the percentage of our revenue that was derived from sales to

U.S. Government customers, including foreign military sales funded through the U.S. Government, whether directly

or through prime contractors, was 76% and no other customer accounted for more than 5% of our revenue.

Additional information regarding customers for each of our segments is provided under “Item 1. Business —

Description of Business Segments” of this Report.

Cost-type contracts. Our U.S. Government cost-reimbursable contracts provide for the reimbursement of

allowable costs plus payment of a fee and fall into three basic types: (i) cost-plus fixed-fee contracts, which provide

for payment of a fixed fee irrespective of the final cost of performance; (ii) cost-plus incentive-fee contracts, which

provide for payment of a fee that may increase or decrease, within specified limits, based on actual results

compared with contractual targets relating to factors such as cost, performance and delivery schedule; and (iii) cost-

plus award-fee contracts, which provide for payment of an award fee determined at the customer’s discretion based

on our performance against pre-established performance criteria. Under our U.S. Government cost-reimbursable

contracts, we are reimbursed periodically for allowable costs and are paid a portion of the fee based on contract

progress. Some costs are partially or wholly unallowable for reimbursement by statute or regulation. Examples

include certain merger and acquisition costs, lobbying costs, charitable contributions, interest expense, financing

costs and certain litigation defense costs.

Fixed-price contracts. Our U.S. Government fixed-price contracts are either firm fixed-price contracts or fixed-

price incentive contracts. Under our U.S. Government firm fixed-price contracts, we agree to perform a specific

scope of work or sell a specific product for a fixed price and, as a result, benefit from cost savings or carry the

burden of cost overruns. Under our U.S. Government fixed-price incentive contracts, we share with the

U.S. Government both savings accrued for performance at less than target cost as well as costs incurred in excess of

target cost up to a negotiated ceiling price, which is higher than the target cost, but carry the entire burden of costs

exceeding the negotiated ceiling price. Under such incentive contracts, profit may also be adjusted up or down

depending on whether specified performance objectives are met. Under our U.S. Government firm fixed-price and

fixed-price incentive contracts, we generally receive either milestone payments totaling 100% of the contract price

or monthly progress payments in amounts equaling 80% of costs incurred under the contract. The remaining

amounts, including profits or incentive fees, are billed upon delivery and final acceptance of end items and

deliverables under the contract.

_____________________________________________________________________

Our production contracts are mainly fixed-price contracts and development contracts are generally cost-

reimbursable contracts, although we have some fixed-price development contracts. Time-and-material contracts

are considered fixed-price contracts as they specify a fixed hourly rate for each labor hour charged.

For further discussion of risks relating to U.S. Government contracts, see “Item 1A. Risk Factors,” “Item 3.

Legal Proceedings” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations” of this Report.

Environmental. Our operations are subject to and affected by U.S. federal, state, local and foreign laws and

regulations relating to the protection of the environment. We have incurred and, based on currently available

information, we expect to continue to incur capital and operating costs to comply with existing and pending

environmental laws and regulations. See “Item 1A. Risk Factors” and “Item 3. Legal Proceedings” of this Report and

Note 1: Significant Accounting Policies and Note 15: Legal Proceedings, Commitments and Contingencies in the Notes.

Materials, Suppliers and Seasonality

Because of the diversity of our products and services, as well as the wide geographic dispersion of our facilities,

we use numerous sources for the wide array of materials, such as electronic components, printed circuit boards,

metals and plastics needed for our operations and products. We depend on suppliers and subcontractors for a large

number of components and subsystems. We also rely on a limited number of certified microelectronics component

suppliers for our products. We have experienced component shortages from vendors as a result of the global

pandemic, natural disasters, or the shifting regulatory landscape. These events or regulations may cause a spike in

demand for certain electronic components resulting in industry-wide supply chain disruptions. For further

discussion of risks relating to subcontractors and suppliers, see “Item 1A. Risk Factors” of this Report.

We do not consider any material portion of our business to be seasonal. Various factors can affect the

distribution of our revenue between accounting periods, including the timing of contract awards and the timing and

availability of U.S. Government funding, as well as the timing of product deliveries and customer acceptance.

Human Capital and Sustainability

Our success depends on our skilled workforce. Attracting, developing, motivating and retaining highly-skilled

people, particularly those with technical, engineering and science backgrounds, and in many cases, security

clearances, is critical to our ability to execute our strategic priorities. We use human capital measures to set goals

and monitor performance in several areas, including health and safety and talent.

Additional information regarding our human capital strategy and sustainability goals are available in our 2024

Sustainability Report which we expect to be published in fiscal 2025 on our company website. Information on our

website, including our 2024 Sustainability Report, is not incorporated by reference into this Report.

Workforce Demographics. We had approximately 47,000 employees at January 3, 2025, including

approximately 18,000 engineers and scientists. Of our total employees, 89% were located in the U.S. As of

January 3, 2025, approximately 2,600, or 6%, of our U.S. employees were covered by various collective bargaining

agreements, which we expect will be renegotiated as they expire, as we historically have done without significant

disruption to operating activities.

Health and Safety. We prioritize the safety of our employees through maintaining a proactive safety culture and

implementing programs designed to eliminate workplace incidents, risks and hazards. Throughout the year, we

review and monitor our performance closely to reduce Occupational Safety and Health Administration reportable

incidents.

Talent Strategy. We are focused on ensuring we maintain a balanced talent portfolio. Attracting new

perspectives, ideas and capabilities, recognizing and rewarding performance, offering professional development and

career growth opportunities, and providing an engaging employee experience that retains talent are strategic

priorities. We strive to attract employees in all stages of their careers.

We hired approximately 4,500 new employees in fiscal 2024. We offer competitive salaries and comprehensive

benefit packages, including health care, retirement planning and employer retirement contributions, educational

assistance, child and elder back-up care, paid parental leave, and a discretionary paid time off program.

Sustainability*.* During fiscal 2024, we updated our environmental sustainability goals: by 2030 we plan to

reduce our Scope 1 and Scope 2 greenhouse gas (“GHG”) emissions by 60%, water usage by 20%, solid waste by

10% from 2021 levels and source 40% of our electricity from renewable sources.

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Available Information

Our principal executive offices are located at 1025 West NASA Boulevard, Melbourne, Florida 32919. Our

website address is https://www.l3harris.com.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, proxy statements, current reports on Form 8-

K and amendments to such reports are available free of charge on our website https://www.l3harris.com/investors,

as soon as reasonably practicable after these reports are electronically filed with or furnished to the U.S. Securities

and Exchange Commission (“SEC”). We also will provide the reports in electronic or paper form, free of charge, upon

written request. Our website and the information posted thereon are not incorporated into this Report or any current

or other periodic report that we file with or furnish to the SEC.

Cautionary Statement Regarding Forward-Looking Statements

This Report, including “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations,” contains forward-looking statements that involve risks and uncertainties, as well as assumptions that

may not materialize or prove correct, which could cause our results to differ materially from those expressed in or

implied by such forward-looking statements. All statements other than statements of historical fact are statements

that could be deemed forward-looking statements, including, but not limited to, statements concerning: our plans,

strategies and objectives for future operations; new products, systems, technologies, services or developments;

future economic conditions, performance or outlook; future political conditions; the outcome of contingencies or

litigation; environmental remediation cost estimates; the potential level of share repurchases, dividends or pension

contributions; potential acquisitions or divestitures; the integration of our acquisitions; the value of contract awards

and programs; expected revenue; expected cash flows or capital expenditures; our beliefs or expectations;

activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the

future; and assumptions underlying any of the foregoing. Forward-looking statements may be identified by their use

of forward-looking terminology, such as “believes,” “expects,” “may,” “could,” “should,” “would,” “will,” “intends,”

“plans,” “estimates,” “anticipates,” “projects” and similar words or expressions. You should not place undue

reliance on these forward-looking statements, which reflect our management’s opinions only as of the date of filing

of this Report and are not guarantees of future performance or actual results. Factors that might cause our results to

differ materially from those expressed in or implied by these forward-looking statements, from our current

expectations or projections or from our historical results include, but are not limited to, those discussed in “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations,” most notably those listed

in the following section of this Report. All forward-looking statements are qualified by, and should be read in

conjunction with, those risk factors. Forward-looking statements are made in reliance on the safe harbor provisions

of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), and are made as of the date of filing of this Report, and we

disclaim any intention or obligation, other than imposed by law, to update or revise any forward-looking statements,

whether as a result of new information, future events or developments or otherwise, after the date of filing of this

Report or, in the case of any document incorporated by reference, the date of that document.

Item 1A. RISK FACTORS.

Our business, financial condition, results of operations, cash flows and equity are subject to, and could be

materially adversely affected by, various risks and uncertainties, including, without limitation, those set forth below,

any one of which could cause our actual results to vary materially from recent results or our anticipated future

results.

Macroeconomic, Industry and Governmental Risks

We depend on winning business in competitive markets from U.S. Government customers for a significant

portion of our revenue. We are highly dependent on revenue from U.S. Government customers, primarily defense-

related programs with the DoD and other government agencies.

The market for sales to U.S. Government customers is highly competitive and the U.S. Government may choose

to use other contractors as part of competitive bidding processes or otherwise. The U.S. Government has

increasingly relied on certain types of contracts that are subject to multiple competitive bidding processes, including

multi-vendor indefinite-delivery, indefinite-quantity (“IDIQ”), government-wide acquisition contracts, General

Services Administration Schedules and other multi-award contracts, which has resulted in greater competition and

increased pricing pressure. 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. We may not be able to continue to win competitively awarded contracts or to obtain task orders under multi-

award contracts. Further, competitive bidding processes involve significant cost and managerial time to prepare bids

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and proposals for contracts and the risk that we may fail to accurately estimate the resources and costs required to

fulfill any contract awarded to us. We may choose not to bid in certain competitive bidding processes, which would

result in the potential loss of opportunities. Additionally, bid protests from unsuccessful bidders can result in

significant expense or delay, contract modification or contract rescission as a result of our competitors protesting or

challenging contracts awarded to us.

A reduction in U.S. Government funding or a change in U.S. Government spending priorities could have an

adverse impact on our business, financial condition, results of operations, cash flows and equity. We expect

changes in policy positions and spending priorities from the new Administration. Our U.S. Government programs

must compete with programs managed by other government contractors and with other policy imperatives for

consideration for limited resources and for uncertain levels of funding during the budget and appropriations process.

Although multi-year contracts may be authorized and appropriated in connection with major procurements,

Congress generally appropriates funds on a U.S. Government fiscal year (“GFY”) basis. Procurement funds are

typically disbursed over the course of one to three years. Consequently, programs often initially receive only partial

funding, and additional funds are obligated only as Congress authorizes further appropriations.

We cannot predict the extent to which total funding and/or funding for individual programs will be changed as

part of the annual appropriations process ultimately approved by Congress and the President or in separate

supplemental appropriations or continuing resolutions, as applicable. Budget and appropriations decisions made by

the U.S. Government are outside of our control and may have long-term consequences for our business. U.S.

Government spending priorities and levels remain uncertain and difficult to predict, especially with a new

administration, and are affected by numerous factors, including the U.S. Government’s budget deficit and the

national debt. A change in U.S. Government spending priorities or an increase in non-procurement spending at the

expense of our programs, or a reduction in total U.S. Government spending on an absolute or inflation-adjusted

basis, could have material adverse consequences on our current or future business.

If Congress does not enact a full-year GFY 2025 appropriations bill, the U.S. Government may not be able to

fulfill its funding obligations, and there could be significant disruption to all discretionary programs and

corresponding impacts on the entire defense industry, which could adversely affect our business, results of

operations, financial condition and cash flow. Any inability of the U.S. Government to complete its budget process

for any GFY and resulting operation on funding levels equivalent to its prior fiscal year pursuant to a Continuing

Resolution (“CR”) or shut down, also could have material adverse consequences on our current or future business.

For more information see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations - U.S. and International Budget Environment” of this Report.

Our results of operations and cash flows are substantially affected by our mix of fixed-price, cost-type and

time-and-material type contracts. Fixed-price contracts, particularly for development programs, could subject us to

losses from cost overruns or inflation*.* In fiscal 2024, 73% of our revenue was derived from fixed-price contracts

that allow us to benefit from cost savings, but subject us to the risk of potential cost overruns, including due to

greater than anticipated or a sustained period of increased inflation or unexpected delays because we assume all of

the cost burden. If our initial estimates are incorrect, we can lose money (or make more or less money than

estimated) on these contracts. Fixed-price U.S. Government contracts can expose us to potentially large losses

because the U.S. Government can hold us responsible for completing a project or, in limited circumstances, paying

the entire cost of its replacement by another provider.

Contracts for development programs include complex design and technical requirements and are generally

contracted on a cost-reimbursable basis, however, some existing development programs are contracted on a fixed-

price basis or include cost-type contracting for the development phase with fixed-price production options. Because

many of these contracts involve new technologies and applications and can last for years, unforeseen events, such

as technological difficulties, increases in the price of materials, a significant increase in or a sustained period of

increased inflation, problems with our suppliers, labor market conditions and cost overruns, can result in less

favorable economics or even losses over-time (which, especially in the case of sharp and significant sustained

inflation, could happen quickly and have long lasting impacts). Furthermore, if we do not meet contract deadlines or

specifications, we may need to renegotiate contracts on less favorable terms, be forced to pay penalties or

liquidated damages or suffer losses if the customer exercises its right to terminate. Some of our contracts have

provisions relating to cost controls and audit rights, and if we fail to meet the terms specified in those contracts, we

may not realize their full benefits. Cost overruns would adversely impact our results of operations, which are

dependent on our ability to maximize our earnings from our contracts, and the potential risk would be greater if our

contracts shifted toward a greater percentage of fixed-price contracts, particularly firm fixed-price contracts, as

opposed to cost-type and time-and-material contracts.

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To the extent feasible, we have consistently followed the practice of contractually adjusting our prices to reflect

the impact of inflation on salaries and fringe benefits for employees and the cost of purchased materials and

services and in some cases seeking the inclusion of adjustment clauses to incorporate certain cost adjustments in

fixed-price contracts for unexpected inflation. However, our fixed-price contracts could subject us to losses in the

event of cost overruns or a significant increase in or a sustained period of increased inflation if these measures are

not effective.

Any or all of the foregoing could have a negative impact on our business, financial condition, results of

operations, cash flows and equity.

The application or impact of regulations, unilateral government action, termination or negative audit findings

for one or more of our contracts could have an adverse impact on our business, financial condition, results of

operations, cash flows and equity. U.S. Government contracts are generally subject to U.S. Government oversight

audits, which could result in adjustments to our contract costs. Any costs found to be improperly allocated to a

specific contract will not be reimbursed, and such costs already reimbursed must be refunded. We have recorded

contract revenue based on costs we expect to realize upon final audit. However, we do not know the outcome of any

future audits and adjustments, and we may be required to materially reduce our revenue or profits upon completion

and final negotiation of audits. Negative audit findings could also result in termination of a contract, forfeiture of

profits, suspension of payments, fines or suspension or debarment from U.S. Government contracting or

subcontracting for a period of time.

In addition, U.S. Government contracts generally contain provisions permitting termination, in whole or in part,

without prior notice at the U.S. Government’s convenience upon payment only for work done and commitments

made at the time of termination. For some contracts, we are a subcontractor and the U.S. Government could

terminate the prime contractor for convenience without regard for our performance as a subcontractor. We may be

unable to secure new contracts to offset revenue or backlog lost as a result of any termination of our

U.S. Government contracts. Because a significant portion of our revenue is dependent on our performance and

payment under our U.S. Government contracts, the loss of one or more large contracts could have an adverse impact

on our business, financial condition, results of operations, cash flows and equity.

From time to time, we may begin performance of a U.S. Government contract under an undefinitized contract

action with a not-to-exceed price before the terms, specifications or price are agreed to between the parties. In

these arrangements, the U.S. Government has the ability to unilaterally definitize the contract if a mutual agreement

regarding terms, specifications and price cannot be reached. These uncertainties or loss of negotiating leverage

associated with long delays could have a material adverse impact on our business, financial condition, results of

operations, cash flows and equity.

Our U.S. Government business also is subject to specific procurement regulations and a variety of

socioeconomic and other requirements that, although customary in U.S. Government contracts, increase our

performance and compliance costs. These costs might increase in the future, thereby reducing our margins, which

could have an adverse effect on our business, financial condition, results of operations, cash flows and equity. In

addition, the U.S. Government has and may continue to implement initiatives focused on efficiencies, affordability

and cost growth and other changes to its procurement practices. These initiatives and changes to procurement

practices may change the way U.S. Government contracts are solicited, negotiated and managed, which may affect

whether and how we pursue opportunities to provide our products and services to the U.S. Government, including

the terms and conditions under which we do so, which may have an adverse impact on our business, financial

condition, results of operations, cash flows and equity.

Failure to comply with applicable regulations and requirements could lead to fines, penalties, repayments or

compensatory or treble damages, or suspension or debarment from U.S. Government contracting or subcontracting

for a period of time. The termination of a U.S. Government contract or relationship as a result of any of these acts

would have an adverse impact on our operations and could have an adverse effect on our standing and eligibility for

future U.S. Government contracts.

We participate in markets that are often subject to uncertain economic conditions, which makes it difficult to

estimate growth in our markets and, as a result, future income and expenditures. We participate in U.S. and

international markets that are subject to uncertain economic conditions. In particular, U.S. federal, state and local

government spending priorities and levels remain uncertain and difficult to predict and are affected by numerous

factors. In addition, certain of our non-U.S. customers, including in the Middle East and other oil or natural gas-

producing countries, could be impacted by weakness or volatility in oil or natural gas prices, or negative

expectations about future prices or volatility, which could adversely affect demand for our products, systems,

services or technologies. As a result of that uncertainty, it is difficult to develop accurate estimates of the level of

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growth in the markets we serve. Because those estimates underpin all components of our budgeting and

forecasting, our estimates or guidance for future revenue, income and expenditures may be inaccurate, and we may

make significant investments and expenditures but never realize the anticipated benefits.

We cannot predict the consequences of future geo-political events, but they may adversely affect the markets in

which we operate, our ability to insure against risks, our operations or our profitability. Ongoing instability and

current conflicts in global markets, including in the Ukraine and Eastern Europe, the Middle East and Asia, and the

potential for other conflicts and future terrorist activities and geo-political events throughout the world, including

new or increased economic and trade sanctions, including tariffs, 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. These types of matters cause uncertainty in financial and insurance markets and may significantly

increase the political, economic and social instability in the geographic areas in which we operate.

Unfavorable credit conditions in financial markets outside of the U.S. could adversely affect the ability of our

international customers and suppliers to obtain financing and could result in a decrease in or cancellation of orders

for our products and services or impact the ability of our customers to make payments. These matters also may

cause us to experience increased costs, such as for insurance coverage and performance bonds (or for them to be

unavailable altogether), as well as difficulty with financing our operating, investing or financing (or refinancing)

activities.

We are subject to government investigations, which could have a material adverse effect on our business,

financial condition, results of operations, cash flows and equity. U.S. Government contractors are subject to

extensive legal and regulatory requirements, including International Traffic in Arms Regulations (“ITAR”) and U.S.

Foreign Corrupt Practices Act (“FCPA”), and from time to time agencies of the U.S. Government investigate whether

we have been and are operating in accordance with these requirements. Under U.S. Government regulations, an

indictment of L3Harris by a federal grand jury, or an administrative finding against us as to our present responsibility

to be a U.S. Government contractor or subcontractor, could result in us being suspended for a period of time from

eligibility for awards of new government contracts or task orders or in a loss of export privileges, which could have a

material adverse effect on our business, financial condition, results of operations, cash flows and equity. 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 derive a significant portion of our revenue from international operations and are subject to the risks of doing

business internationally. We are dependent on sales to customers outside the U.S. We expect that international

revenue will continue to account for a significant portion of our total revenue. Also, a portion of our international

revenue is from, and a portion of our business activity is being conducted with or in, less-developed countries and

sometimes countries with unstable governments, or in areas of military conflict or at military installations. Other

risks of doing business internationally include:

  • Laws, regulations and policies of foreign governments relating to investments and operations;

  • Unforeseen changes in export controls and other trade regulations;

  • Changes in regulatory requirements, including business or operating license requirements, currency

exchange controls or embargoes;

  • Uncertainties and restrictions concerning the availability of funding, credit or guarantees;

  • Risk of non-payment or delayed payment by non-U.S. customers;

  • Contractual obligations to non-U.S. customers that may include specific in-country purchases, investments,

manufacturing agreements or financial or other support obligations, known as offset obligations, that may

extend for years, require teaming with local companies and result in significant penalties if not satisfied;

  • Issues related to involving international dealers, distributors, sales representatives and consultants;

  • Difficulties of managing a geographically dispersed organization and culturally diverse workforces, including

compliance with local laws and practices;

  • Fluctuations of currency, currency revaluations, difficulties with repatriating cash generated or held abroad

in a tax-efficient manner and changes in tax laws;

  • Uncertainties as to local laws and enforcement of contract and intellectual property rights and occasional

requirements for onerous contract terms;

  • Changes in government, economic and political policies, political or civil unrest, acts of terrorism, threats of

international boycotts, U.S. anti-boycott legislation or sanctions against U.S. defense companies; and

  • Increased risk of an incident resulting in damage or destruction to our facilities or products or resulting in

injury or loss of life to our employees, subcontractors or other third parties.

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Business and Operational Risks

We depend on our subcontractors and suppliers, and failures in or disruptions to our supply chain could cause

our products and or services to be produced or delivered in an untimely or unsatisfactory manner. Our ability to

manufacture and deliver products and services to our customers requires our U.S. and non-U.S. subcontractors and

suppliers to provide a variety of materials, components, subsystems and services. In some instances, we depend

upon a single supplier for components, which adds risk because that supplier may at times be unable to meet our

needs and because we may have little negotiating leverage with sole-source suppliers. Identifying and qualifying

dual and second-source suppliers can be difficult, time consuming and may result in increased costs. Any inability to

timely develop cost-effective alternative sources of supply could materially impact our ability to manufacture and

deliver products and services to our customers.

In addition, we are required to procure certain materials and components, including certain microelectronic

components, from U.S. Government-approved supply sources. Certain heightened regulatory requirements that may

apply to these sources can further limit the subcontractors and suppliers we may utilize. Legislation, regulatory

changes or other governmental actions, including product certification or stewardship requirements, sourcing

restrictions, tariffs, embargoes, product authenticity, cybersecurity regulation, and environmental standards (e.g.,

greenhouse gas emission limitations) may all impact our subcontractors and suppliers, and there continues to be

uncertainty about actions that may be implemented by the new Administration.

From time to time, our subcontractors and suppliers experience financial and operational difficulties outside of

our direct control, which may impact their ability to deliver the materials, components, subsystems and services we

need.

In recent years, global supply chains, including ours, have experienced significant disruption from material

availability and supplier performance, as well as extended lead times, pricing volatility, inflationary pressures and

labor issues. We and our subcontractors and suppliers have also experienced difficulties in the timely procurement

of necessary materials and components, including microelectronics. Current geopolitical conditions, including

sanctions and other trade restrictive activities and strained inter-country relations, have contributed to issues

procuring necessary materials and components. For example, some materials and components in our supply chain

have previously been sourced from areas now under sanctions or other trade restrictions, such as specialty metals

from Russia and certain equipment from China, or are currently sourced from areas which are at risk of sanctions or

other trade restrictive actions, not just by the United States but by other nations or groups, such as the European

Union.

While we continuously work to implement supply chain resiliency initiatives, we cannot guarantee the success of

any of these efforts. Material supply disruptions may still occur in the future, leading to untimely delivery or

unsatisfactory quality of products and services, and potentially adversely affecting our business, operational results,

financial condition and cash flow.

We must attract and retain key employees, and any failure to do so could harm us. Our future success depends

to a significant degree upon the continued contributions of our management and our ability to attract and retain

highly-qualified management and technical personnel, including engineers and employees who have U.S.

Government security clearances, particularly clearances of top secret and above. To the extent that the demand for

qualified personnel exceeds supply in certain areas, we could experience higher labor, recruiting or training costs in

order to attract and retain such employees. 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.

We could be negatively impacted by a security breach of our Information Technology (“IT”) networks and

related systems*.* We face the risk of a security breach, whether through cyber-attack on our IT infrastructure, insider

threat, or 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. The risk of a security breach or disruption,

particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber

terrorists, is persistent. The volume, intensity and sophistication of threats from around the world remains elevated.

These risks may increase as AI capabilities improve.

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 information on our IT networks and related systems, our classified networks, and to the IT

networks and related systems that we operate, maintain and secure for certain of our customers. We have

implemented various measures to manage the risk of a security breach or disruption. See “Item 1C. Cybersecurity"

in this Report for further discussion of our risk management and strategy related to cybersecurity threats.

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Our efforts and measures have not been entirely effective in the case of every cyber security incident, but no

incident has had a material negative impact on us to date. Even the most 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. In some cases, the resources of foreign

governments may be behind such attacks due to the nature of our business and the industries in which we operate.

Accordingly, we may be unable to anticipate these techniques or to implement adequate security controls or other

preventative measures and future cyber security incidents may have a material negative impact on us. A security

breach or other significant disruption involving these types of information and IT networks and related systems

could:

  • Disrupt proper functioning of these networks and systems and, therefore, our operations and/or those of

certain of our customers;

  • Result in unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary,

confidential, sensitive or otherwise valuable information of ours, our customers or our employees, including

trade secrets, which could be used to compete against us or for disruptive, destructive or otherwise harmful

purposes and outcomes;

  • Compromise national security and other sensitive government functions;

  • Require significant management attention and resources to remedy damages that result;

  • Result in costs which exceed our insurance coverage and/or indemnification arrangements;

  • Subject us to claims for contract breach, damages, credits, penalties or termination; and

  • Damage our reputation with our customers and the general public.

We must also rely on the safeguards of varying levels put in place by customers, suppliers, vendors,

subcontractors or other third parties to minimize the impact of cyber threats, other security threats or business

disruptions. These third parties may have varying levels of cybersecurity expertise and safeguards. Our commercial

arrangements with these third parties include processes designed to require that the third parties and their

employees and agents agree to maintain certain standards for the storage, protection and transfer of confidential,

personal and proprietary information. However, we remain at risk of a data breach due to the intentional or

unintentional non-compliance by a third party’s employee or agent, the breakdown of a third party’s data protection

processes, which may not be as sophisticated as ours, or a cyber-attack on a third party’s information network and

systems.

Any or all of the foregoing could have a negative impact on our business, financial condition, results of

operations, cash flows and equity, reputation, ability to protect data, assets, and intellectual property, maintenance

of customer and vendor relationships, competitive posture, and could lead to litigation or regulatory investigations

or actions.

Our future success will depend on our ability to develop new products and services that achieve market

acceptance in our current and future markets. Our businesses are characterized by rapidly changing technologies

and evolving industry standards. To remain competitive, we need to continue to design, develop, manufacture,

assemble, test, market and support new products and services, which will require the investment of significant

financial resources in new technologies such as AI.

We have allocated funds for such investments through customer-funded and internal R&D, strategic alliances

and other teaming arrangements, but we may not be able to successfully identify new opportunities and may not

have the necessary resources to develop new products and services in a timely or cost-effective manner.

Furthermore, we cannot be sure that these expenditures ultimately will lead to the timely development of new

products and services. Due to the design complexity of some of our products and services, we may experience

delays in completing development and introducing new products and services or incorporating new technologies

into our existing products and services in the future. Any delays could result in increased costs of development or

divert resources from other projects.

In addition, the markets for our products and services may not develop as we currently anticipate, we may not

be as successful in newly identified markets as anticipated, and joint ventures, partnerships, strategic alliances or

other teaming arrangements we may enter into to pursue developing new products and services may not be

successful. Our competitors may incorporate AI technologies into their products or services more quickly or more

successfully than us, which could impair our ability to compete. Furthermore, competitors may develop competing

products and services or incorporate new technologies into our existing products and services that either gain

market acceptance in advance of our products and services or cause our existing products and services or

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technologies to become non-competitive or obsolete, which could adversely affect our results of operations and

harm our business.

We have significant operations in locations that could be materially and adversely impacted in the event of a

natural disaster or other significant disruption. Our corporate headquarters and significant business operations are

located in Florida, which is subject to the risk of major hurricanes. Our worldwide operations and operations of our

suppliers and customers could be subject to natural disasters (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, acts of terrorism, power shortages and blackouts,

telecommunications failures and other natural and man-made disasters or disruptions. In the event of such a natural

disaster or other disruption, we could experience disruptions or interruptions to our operations or the operations of

our suppliers, subcontractors, distributors, resellers or customers, including inability of employees to work;

destruction of facilities; and/or loss of life, all of which could materially increase our costs and expenses, delay or

decrease orders and revenue from our customers and have a material adverse effect on the continuity of our

business and our business, financial condition, results of operations, cash flows and equity.

Risk of the release, unplanned ignition, explosion, or improper handling of dangerous materials used in our

business could disrupt our operations and adversely affect our financial results*.* Our business operations are

subject to risk in connection with the handling, production, and disposition of potentially explosive and ignitable

energetic materials and other dangerous chemicals, including motors and other materials used in rocket propulsion.

The handling, production, transport, and disposition of hazardous materials could result in incidents that temporarily

shut down or otherwise disrupt our manufacturing operations and could cause production delays. A release of these

chemicals or an unplanned ignition or explosion could result in death or significant injuries to employees and others.

Material property damage to us or third parties could also occur.

The use of these products in applications by our customers could also result in liability if an explosion,

unplanned ignition or fire were to occur. Extensive regulations apply to the handling of explosive and energetic

materials, including but not limited to, regulations governing hazardous substances and hazardous waste. The

failure to properly store and ultimately dispose of such materials could create significant liability and/or result in

regulatory sanctions. Any release, unplanned ignition or explosion could expose us to adverse publicity or liability for

damages or cause production delays, any of which could have a material adverse effect on our business, financial

condition, results of operations, cash flows and equity.

Failure to achieve the expected results of LHX NeXt could adversely affect our future financial condition and

results of operations. In fiscal 2023, we announced LHX NeXt, a targeted three-year program designed to enhance

organizational agility and performance by leveraging our scale and relationships across segments to drive

operational efficiency and competitiveness for the enterprise. We have seen significant progress on LHX NeXt in

fiscal 2024, however, there can be no assurances that such progress will continue in fiscal 2025, that the initiatives

that are part of LHX NeXt will achieve their desired results or that costs savings achieved as a result of LHX NeXt will

impact our results of operations on the time frame or in the manner we currently expect.

Financial Risks

Changes in estimates we use in accounting for many of our programs could adversely affect our future financial

condition and results of operations. Accounting for our contracts requires judgment relative to assessing risks,

including estimating contract revenue and costs and assumptions for schedule and technical issues. Due to the size

and nature of many of our contracts, the estimation of total revenue and cost at completion is complicated and

subject to many variables. For example, we must make assumptions regarding: (i) the nature and complexity of the

work to be performed; (ii) subcontractors’ and suppliers’ expected performance; (iii) availability and costs of labor,

materials, components subsystems and services (including expected increases in wages and prices); (iv) the length

of time to complete the contract; (v) the allocation of transaction price to one or more performance obligations

based on the products and services promised to the customer; (vi) incentives or penalties related to performance on

contracts in estimating revenue and profit rates, and recording them when there is sufficient information for us to

assess anticipated performance; and (vii) estimates of award fees in estimating revenue and profit rates based on

actual and anticipated awards.

Our profitability can be adversely affected when estimated contract costs increase from our initial estimates,

especially without comparable increases in revenue. There are many reasons estimated contract costs can increase,

including: (i) supply chain disruptions, inflation and labor issues; (ii) design or other development challenges; and (iii)

program execution challenges (including from technical or quality issues and other performance concerns).

However, because of the significance of the judgments and the difficulties inherent in estimating future costs, we

cannot guarantee that estimated revenues and contract costs will not change in the future. Any cost growth or

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changes in estimated contract revenues and costs may adversely affect results of operations and financial condition.

For additional information regarding our critical accounting estimates applicable to our accounting for our contracts,

see “Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations - Critical

Accounting Estimates” of this Report.

Our level of indebtedness and our ability to make payments on or service our indebtedness and our unfunded

defined benefit plans liability may materially adversely affect our financial and operating activities or our ability to

incur additional debt. A substantial portion of our retired employee population and a portion of our current

employee population are covered by defined benefit pension and other postretirement defined benefit plans

(collectively, “defined benefit plans”). At January 3, 2025, we had $11.8 billion in aggregate principal amount of

outstanding fixed-rate debt, which reflects our total long-term debt, including current portion but excluding finance

leases, and $205 million of unfunded defined benefit plan liabilities. Our ability to make payments on and to

refinance our current or future indebtedness, and our ability to make contributions to our unfunded defined benefit

plans liability, will depend on our ability to generate cash from operations, financings and investments, which may

be subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our

control.

While our outstanding long-term debt is all fixed rate and our repayment schedule is known, the costs and

returns related to our defined benefit plans are variable. Accordingly, our defined benefit plan liabilities could

increase, which could require us to make significant funding contributions to our defined benefit plans and affect

cash flows in future periods.

If we are not able to repay or refinance our debt as it becomes due or make contributions to our unfunded

defined benefit plans liability, we may be forced to divest businesses, sell assets or take other disadvantageous

actions, including reducing financing for working capital, capital expenditures and general corporate purposes;

reducing our cash dividend rate and/or share repurchases; or dedicating an unsustainable level of our cash flow

from operations to the payment of principal and interest on our indebtedness. In addition, our ability to withstand

competitive pressures and to react to changes in the defense technology industry could be impaired. The lenders

who hold such debt could also accelerate amounts due, which could potentially trigger a default or acceleration of

any of our other debt.

Legal, Tax and Regulatory Risks

Changes in our effective tax rate or additional tax exposures may have an adverse effect on our results of

operations and cash flows. We are subject to income taxes in the U.S. and numerous international jurisdictions.

There are transactions and calculations in the ordinary course of business where the application of tax law may be

uncertain, require significant judgment or be subject to differing interpretations. Our worldwide income tax provision

may be adversely affected by a number of factors, which include:

  • Changes in domestic or international tax laws or the interpretation of such tax laws;

  • The jurisdictions in which profits are determined to be earned and taxed;

  • Adjustments to estimated taxes upon finalization of various tax returns;

  • Increases in expenses not fully deductible for tax purposes, including impairment of goodwill or other long-

term assets acquired in connection with mergers or acquisitions;

  • Changes in available tax credits;

  • Changes in share-based compensation expense;

  • Changes in the valuation of our deferred tax assets and liabilities; and

  • The resolution of issues arising from tax audits with various tax authorities.

Any significant increase in our future effective tax rates, or timing of deductions, credits, or payments, could

adversely impact our results of operations and cash flow for future periods.

We may not be successful in obtaining the necessary export licenses and Congress may prevent proposed sales

to certain foreign governments. We must first obtain export and other licenses and authorizations from various

U.S. Government agencies before we are permitted to sell certain products and technologies outside of the U.S. For

example, the U.S. Department of State must notify Congress at least 15 to 60 days, depending on the size and

location of the proposed sale, prior to authorizing certain sales of defense equipment and services to foreign

governments. During that time, Congress may take action to block the proposed sale. We may be unsuccessful in

obtaining necessary licenses or authorizations or Congress may prevent or delay certain sales.

Our ability to obtain necessary licenses and authorizations timely or at all is subject to risks and uncertainties,

including changing U.S. Government policies or laws or delays in Congressional action due to geopolitical and other

factors. If we are not successful in obtaining or maintaining the necessary licenses or authorizations in a timely

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manner, our sales relating to those approvals may be reversed, prevented or delayed, and any significant

impairment of our ability to sell products or technologies outside of the U.S. could negatively impact our business,

financial condition, results of operations, cash flows and equity.

Environmental issues could have a material adverse effect on our business, financial condition, results of

operations, cash flows and equity. Our operations are subject to various U.S. federal, state and local, as well as

certain foreign, environmental laws and regulations within the countries in which we operate relating to the

discharge, storage, treatment, handling, disposal and remediation of certain materials, substances and wastes used

in our operations. Our real estate assets in particular are subject to various risks, including that our reserves for

estimated future environmental obligations may prove to be insufficient, we may be unable to complete

environmental remediation or, we may be unable to have state and federal environmental restrictions lifted.

Compliance with current and future environmental laws and regulations may require significant operating and

capital costs. Environmental laws and regulations may institute substantial fines and criminal sanctions as well as

facility shutdowns to address violations and may require the installation of costly pollution control equipment or

operational changes to limit emissions or discharges. Our suppliers may face similar business interruptions and

incur additional costs that may increase the price of materials needed for manufacturing. We also incur, and expect

to continue to incur, costs to comply with current environmental laws and regulations related to remediation of

conditions in the environment. In addition, if violations of environmental laws result in us, or in one or more of our

operations, being identified as an excluded party in the U.S. Government’s System for Award Management, then we

or one or more of our operations would become ineligible to receive certain contracts, subcontracts and other

benefits from the federal government or to perform work under a government contract or subcontract. Generally,

such ineligibility would continue until the basis for the listing has been appropriately addressed.

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. Developments such as the adoption of new environmental

laws and regulations, stricter enforcement of existing laws and regulations, violations by us of such laws and

regulations, discovery of previously unknown or more extensive contamination, litigation involving environmental

impacts, our inability to recover costs associated with any such developments under previously priced contracts or

financial insolvency of other responsible parties could have a material adverse effect on our business, financial

condition, results of operations, cash flows and equity.

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

business partners. We have implemented compliance controls, training, policies and procedures designed to

prevent and detect reckless or criminal acts from being committed by our employees, agents or business partners

that would violate the laws of the jurisdictions in which we operate, including laws governing payments to

government officials, such as the FCPA, the protection of export-controlled or classified information, such as ITAR,

false claims, procurement integrity, cost accounting and billing, competition, information security and data privacy

and the terms of our contracts.

We cannot ensure, however, that our controls, training, policies and procedures will prevent or detect all such

reckless or criminal acts, and we have been adversely impacted by such acts in the past. If not prevented, such acts

could subject us to civil or criminal investigations, monetary and non-monetary penalties and suspension and

debarment by the U.S. Government and could have a material adverse effect on our business, results of operations

and reputation. In addition, misconduct involving data security lapses resulting in the compromise of personal

information or the improper use of our customers’ sensitive or classified information could result in remediation

costs, regulatory sanctions against us and serious harm to our reputation and could adversely impact our ability to

continue to contract with the U.S. Government.

The outcome of litigation or arbitration in which we are involved from time to time is unpredictable, and an

adverse decision in any such matter could have a material adverse effect on our financial condition, results of

operations, cash flows and equity*.* The size, nature and complexity of our business make us susceptible to

investigations, claims, disputes, enforcement actions, litigation and other legal proceedings, particularly those

involving governments. From time to time, we are defendants in a number of litigation matters and are involved in a

number of arbitration matters. These actions may divert financial and management resources that would otherwise

be used to benefit our operations. The results of these or new matters may be unfavorable to us. Although we

maintain insurance policies, they may not be adequate to protect us from all material judgments and expenses

related to current or future claims and may not cover the conduct that is the subject of the litigation or arbitration.

Desired levels of insurance may not be available in the future at economical prices or at all. In addition, the results of

litigation or arbitration can be difficult to predict, including litigation involving jury trials. Accordingly, our current

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judgment as to the likelihood of our loss (or our current estimate as to the potential range of loss, if applicable) with

respect to any particular litigation or arbitration matter may be wrong. A significant judgment or arbitration award

against us arising out of any of our current or future litigation or arbitration matters could have a material adverse

effect on our business, financial condition, results of operations, cash flows and equity.

We may become subject to intellectual property infringement claims, and third parties may infringe upon our

intellectual property rights. Many of the markets we serve are characterized by vigorous protection and pursuit of

intellectual property rights, which often has resulted in protracted and expensive litigation. Our competitive position

in the market depends in part on our ability to ensure that our intellectual property is protected, that our intellectual

property rights are not diluted or subject to misuse, and that we are able to license certain third-party intellectual

property on reasonable terms. Third parties have claimed in the past, and may claim in the future, that we are

infringing directly or indirectly upon their intellectual property rights, and we may be found to be infringing or to have

infringed directly or indirectly upon those intellectual property rights. Claims of infringement might also require us to

enter into costly royalty or license agreements. Our patents and other intellectual property may be challenged,

invalidated, misappropriated or circumvented by third parties. Moreover, we may not be able to obtain royalty or

license agreements on terms acceptable to us, or at all.

We also may be subject to significant damages or injunctions against development and sale of certain of our

products, services and solutions. Our success depends in large part on our proprietary technology. We rely on a

combination of patents, copyrights, trademarks, trade secrets, know-how, confidentiality provisions and licensing

arrangements to establish and protect our intellectual property rights. In addition, the laws concerning intellectual

property vary among nations and the protection provided to our intellectual property by the laws and courts of

foreign nations may differ from those of the U.S. If we fail to successfully protect and enforce these rights, our

competitive position could suffer. Our pending patent and trademark registration applications may not be allowed,

or competitors may challenge the validity or scope of our patents or trademark registrations. We may be required to

spend significant resources to monitor and enforce our intellectual property rights. Litigation to determine the scope

of intellectual property rights, even if ultimately successful, could be costly and could divert management’s

attention away from other aspects of our business. We may not be able to detect infringement, and our competitive

position may be harmed before we do so. In addition, competitors may design around our technology or develop

competing technologies.

We face certain significant risk exposures and potential liabilities that may not be covered adequately by

insurance or indemnity. We are exposed to liabilities that are unique to the products and services we provide. A

significant portion of our business relates to designing, developing and manufacturing advanced defense, technology

and communications systems and products. New technologies associated with these systems and products may be

untested or unproven. Components of certain defense systems and products we develop are inherently dangerous.

Failures of satellites, missile systems, air traffic control systems, electronic warfare systems, space superiority

systems, command, control, computers, communications, cyber, ISR, homeland security applications and aircraft

have the potential to cause loss of life and extensive property damage. Other examples of unforeseen problems that

could result, either directly or indirectly, in the loss of life or property or otherwise negatively affect revenue and

profitability include loss on launch of spacecraft, premature failure of products that cannot be accessed for repair or

replacement, problems with quality and workmanship, country of origin, delivery of subcontractor components or

services and unplanned degradation of product performance. In addition, problems and delays in development or

delivery as a result of issues with respect to design, technology, licensing and patent rights, labor, learning curve

assumptions or materials and components could prevent us from achieving contractual requirements. In many

circumstances, we may receive indemnification from the U.S. Government. We generally do not receive

indemnification from foreign governments. Although we maintain insurance for certain risks, including certain

cybersecurity exposures, the amount of our insurance coverage may not be adequate to cover all claims or liabilities,

and we may be forced to bear substantial costs from an accident or incident. It also is not possible for us to obtain

insurance to protect against all operational risks and liabilities. Substantial claims resulting from an incident in

excess of U.S. Government indemnity and our insurance coverage would harm our financial condition, results of

operations, cash flows and equity. Other factors that may affect revenue and profits include loss of follow-on work,

and, in the case of certain contracts, liquidated damages, penalties and repayment to the customer of contract cost

and fee payments we previously received. Moreover, any accident or incident for which we are liable, even if fully

insured, could negatively affect our standing with our customers and the public, thereby making it more difficult for

us to compete effectively, and could significantly impact the cost and availability of adequate insurance in the future.

Strategic Transactions and Investments Risks

Strategic transactions, including mergers, acquisitions and divestitures, involve significant risks and

uncertainties that could adversely affect our business, financial condition, results of operations, cash flows and

_____________________________________________________________________

equity. Strategic mergers, acquisitions and divestitures we have made in the past and may make in the future

present significant risks and uncertainties that could adversely affect our business, financial condition, results of

operations, cash flows and equity, which include:

  • Difficulty in identifying and evaluating potential mergers and acquisitions, including the risk that our due

diligence does not identify or fully assess valuation issues, potential liabilities or other merger or acquisition

risks;

  • Difficulty, delays and expense in integrating newly merged or acquired businesses and operations, including

combining product and service offerings, and in entering into new markets in which we are not experienced,

in an efficient and cost-effective manner while maintaining adequate standards, controls and procedures,

and the risk that we encounter significant unanticipated costs or other problems associated with integration;

  • Differences in business backgrounds, corporate cultures and management philosophies that may delay

successful integration;

  • Difficulty, delays and expense in consolidating and rationalizing IT infrastructure, which may include

multiple legacy systems from various mergers and acquisitions and integrating software code;

  • Challenges in achieving strategic objectives, cost savings and other expected benefits;

  • Risk that our markets do not evolve as anticipated and that the strategic mergers, acquisitions and

divestitures do not prove to be those needed to be successful in those markets;

  • Risk that we assume or retain, or that companies we have merged with or acquired have assumed or

retained or otherwise become subject to, significant liabilities that exceed the limitations of any applicable

indemnification provisions or the financial resources of any indemnifying parties;

  • Risk that indemnification related to businesses divested or spun off that we may be required to provide or

otherwise bear may be significant and could negatively impact our business;

  • Risk that mergers, acquisitions, divestitures, spin offs and other strategic transactions fail to qualify for the

intended tax treatment for U.S. federal income tax purposes and the possibility that the full tax benefits

anticipated to result from such transactions may not be realized;

  • Risk that we are not able to complete strategic divestitures on satisfactory terms and conditions, including

non-competition arrangements applicable to certain of our business lines, or within expected timeframes;

  • Potential loss of key employees or customers of the businesses acquired or to be divested; and

  • Risk of diverting the attention of senior management from our existing operations.

Changes in future business or other market conditions could cause business investments and/or recorded

goodwill or other intangible assets to become impaired, resulting in substantial losses and write-downs that would

materially adversely affect our results of operations and financial condition. A significant portion of our assets

consist of goodwill and other intangible assets, primarily recorded as the result of acquisitions. Assumptions and

judgments in determining initial acquisition price may subsequently prove to have been inaccurate 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. We evaluate the recoverability of recorded goodwill annually, as well as when we

change reporting units (either as a result of a reorganization or as the result of divestiture activity) and when events

or circumstances indicate there may be an impairment. If an impairment exists, we record the charge in the period

of determination. Because of the significance of our goodwill and other intangible assets, any future impairment of

these assets could have a material adverse effect on our results of operations and financial condition. For additional

information on our accounting policies related to impairment of goodwill, see our discussion under “Critical

Accounting Estimates” in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operations” of this Report and Note 1: Significant Accounting Policies and Note 6: Goodwill and Intangible Assets in

the Notes.

Item 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

Item 1C. CYBERSECURITY.

Risk Management and Strategy

We assess and identify material risks from cybersecurity threats primarily through the work of our Information

Security organization, which is fully integrated in our enterprise risk management (“ERM”) process in close

partnership with other functions such as Engineering, Industrial Security, Internal Audit, and Legal. The ERM

process, administered by management with input from each business segment and function, continuously monitors

material risks facing L3Harris, including cybersecurity threats. Our Information Security organization, is led by our

Chief Information Officer (“CIO”), who has extensive experience leading information technology for global

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organizations across aerospace, defense and industrials, and works directly with our Chief Executive Officer (“CEO”)

and other members of senior management to assess cybersecurity threats as part of the ERM process. The CIO

oversees the internal cybersecurity organization of more than 100 full-time employees headed by our Chief

Information Security Officer (our “Cybersecurity Team”).

Risks related to cybersecurity threats are reflected in an enterprise risk “heat map,” along with other material

risks identified through the ERM process, and any mitigation plans developed to manage such risks are reported to

our Board of Directors (“Board”). The “heat map” includes risks related to cybersecurity threats to L3Harris and our

customers, suppliers, vendors, subcontractors or other third parties, and the possibility of a data breach of our

confidential, personal and proprietary information through a cybersecurity incident impacting L3Harris or any third

party.

To actively manage cybersecurity risks identified as part of the ERM process or otherwise and to manage

emerging cybersecurity threats in real time, management has implemented an ISO 27001 certified Information

Security Management System. Our Cybersecurity Team operates a Security Operations Center that continuously

monitors activity, frequently scans applications and systems for vulnerabilities to risk from cybersecurity threats and

creates action plans to address and track identified cybersecurity threats until they have been remediated. Activities

and cybersecurity incidents are reported to our CIO, who briefs senior management, including our CEO, as well as

the Innovation and Cyber Committee and the Audit Committee of our Board (respectively, the “Innovation and Cyber

Committee” and the “Audit Committee”), as appropriate. Our Cybersecurity Team also routinely engages with third

parties, including government agencies focused on cyber resiliency, to manage risks from cybersecurity threats. For

example, we are members of the DoD Defense Industrial Base Collaborative Information Sharing Environment, the

National Defense Information Sharing and Analysis Center, and the National Security Agency Enduring Security

Framework. These organizations share real-time cybersecurity threat information and best practices in protecting,

detecting and recovering from cybersecurity threats.

We are committed to safeguarding against both internal and external security threats through a robust

counterintelligence and insider threat program that utilizes cutting-edge data analytics and machine learning. As a

defense contractor, we are subject to the Department of Defense's cybersecurity regulations, including the Defense

Federal Acquisition Regulation Supplement, ensuring the protection of Controlled Unclassified Information and

prompt reporting of cybersecurity incidents. Our practices have been rigorously assessed by the Defense Contract

Management Agency to meet the Level 2 Cybersecurity Maturity Model Certification requirements, reflecting our

dedication to maintaining stringent security controls.

To mitigate cybersecurity risks introduced from our supply chain, we have a dedicated Cybersecurity - Supply

Chain Risk Management team. This team assesses new suppliers against best cybersecurity practices, ensures

cybersecurity regulations are contractually flowed down and coordinates mitigation actions across the company if a

supplier is impacted by a cybersecurity incident. The Supply Chain Risk Management team utilizes industry

monitoring services to identify potential supply chain incidents and works closely with our Cybersecurity Team to

understand the latest threats affecting our industry.

Additionally, as part of our processes to manage risks related to a breach in our information systems,

management requires employees to take annual cybersecurity training and shares regular awareness updates

regarding cybersecurity threats. Our Cybersecurity Team regularly tests employees throughout the year to assess

the effectiveness of the cybersecurity training. We also periodically conduct penetration testing of our network, hold

tabletop exercises of cyber incidents, and undertake cybersecurity assessments led by Internal Audit to improve our

risk mitigation and assist in the determination of a potential material impact caused by a cybersecurity incident.

While we have implemented robust practices to mitigate cybersecurity risks, and prior cybersecurity threats

have not materially affected our business strategy, results of operations or financial condition, we could be

negatively impacted by a cybersecurity breach, through cyber-attack, cyber intrusion, insider threats, supply chain

incidents, or otherwise, or other significant disruption of our IT networks and related systems or of those we operate

for certain of our customers. See “Item 1A. Risk Factors” in this Report for further discussion of specific risks related

to cybersecurity threats.

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Governance

The Audit Committee provides regular oversight and review of our ERM process and other guidelines and

policies governing the processes by which our CEO and senior management assess our exposure to risk, including

risk from cybersecurity threats. The Innovation and Cyber Committee receives regular briefings from our CIO, Chief

Information Security Officer and other members of senior management on cybersecurity threats and related matters

and assists the Audit Committee in its oversight and review of our ERM process.

The Innovation and Cyber Committee reviews our cybersecurity risk across the enterprise at least annually,

including IT, supply chain and products and our cybersecurity strategy framework and operational posture. The

Innovation and Cyber Committee also reviews our IT, data security and other systems, processes, policies,

procedures and controls at least annually to (a) identify, assess, monitor and mitigate cybersecurity risks; (b) identify

measures to protect and safeguard against cybersecurity threats and breaches of confidential information and data

and IT infrastructure and our other assets or assets of our customers or other third parties in our possession or

custody; (c) support the response and management of cybersecurity threats and data breach incidents; and (d) aid in

compliance with legal and regulatory requirements governing cybersecurity or data security reporting requirements.

The Innovation and Cyber Committee reports its activities to the full Board on a regular basis and makes such

recommendations to the Board and management with respect to risks from cybersecurity threats and other matters

as it deems necessary or appropriate.

Item 2. PROPERTIES.

As of January 3, 2025, we operated approximately 250 locations in the U.S., Canada, EMEA, and APAC,

consisting of approximately 27 million square feet of manufacturing, administrative, R&D, warehousing, engineering

and office space, of which we owned approximately 12 million square feet and leased approximately 15 million

square feet. As of January 3, 2025, we had major operations at the following locations:

SAS — Palm Bay, Melbourne and Malabar, Florida; Rochester and Amityville, New York; Clifton, New Jersey; Van

Nuys and San Diego California; Colorado Springs, Colorado; Fort Wayne, Indiana; Herndon, Virginia; Wilmington,

Massachusetts; and Alpharetta, Georgia.

IMS — Greenville, Waco, Rockwall and Plano, Texas; Mirabel and Waterdown, Canada; Camden, New Jersey;

Anaheim, California; Mason and Cincinnati, Ohio; Tulsa, Oklahoma; Salt Lake City, Utah; Philadelphia, Pennsylvania;

Crawley, United Kingdom; and Grand Rapids, Michigan.

CS — Rochester, New York; Salt Lake City, Utah; Londonderry, New Hampshire; Lynchburg, Virginia; Tempe,

Arizona; Carlsbad, California; Farnborough, United Kingdom; Brisbane, Australia; Melbourne, Sunrise, Florida; and

Abu Dhabi, United Arab Emirates.

AR — Camden, Arkansas; Chatsworth, California; Huntsville, Alabama; West Palm Beach, Florida; Orange,

Virginia; Redmond, Washington; Orlando, Florida; and Hancock County, Mississippi.

Corporate — Melbourne, Florida; and Arlington, VA.

Our facilities are suitable and adequate for their intended purposes, are well-maintained, are generally in regular

use and have capacities adequate for current and projected needs. We will, from time to time, acquire additional

facilities, expand existing facilities and dispose of existing facilities or parts thereof, as management deems

necessary. See Note 5: Property, Plant and Equipment, Net and Note 11: Leases in the Notes for more information on

our owned properties and our lease obligations, respectively.

Item 3. LEGAL PROCEEDINGS.

See Note 15: Legal Proceedings, Commitments and Contingencies included in our Notes for information relating

to our legal proceedings.

Item 4. MINE SAFETY DISCLOSURES.

Not applicable.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS.

Our executive officers as of February 14, 2025, are listed below, along with their ages on that date, position held

with us and principal occupation and business experience during at least the past five years.

NameAgePositionHeld SinceRecent Business Experience
Kenneth L. Bedingfield52Chief Financial Officer (“CFO”) and President, AR(1)December 2023CEO, Epirus, Inc. (“Epirus”) (2022-2023); President and Chief Operating Officer, Epirus (2022); CFO, Epirus (2020-2022); CFO, Northrop Grumman Corporation (“Northrop Grumman”) (2015-2020), Aerospace Sector CFO, Northrop Grumman (2013-2015)
John P. Cantillon58Vice President (“VP”), Principal Accounting OfficerMay 2024VP, Assistant Controller (2023-2024); VP of Finance Manufacturing Operations, Pratt & Whitney (2023); VP and Controller, Pratt & Whitney (2020-2023)
Christoph T. Feddersen53VP, General Counsel & SecretaryAugust 2024VP, General Counsel of L3Harris SAS (2024); VP and General Counsel, Collins Aerospace Systems (2018-2023)
Christopher E. Kubasik63Chair and CEOJune 2022Vice Chair and CEO (2021); Vice Chair, President and Chief Operating Officer (2019-2021); Chairman, CEO and President, L3 Technologies, Inc. (“L3”) (2018-2019)
Samir B. Mehta52President, CSJanuary 2023President of Advanced Structures, Collins Aerospace (2018-2022); President, Aftermarket (2017-2018)
Melanie Rakita47VP and Chief Human Resources OfficerApril 2023VP, Human Resources for L3Harris IMS (2023), SAS (2019-2023), and Legacy Harris Corporation Electronic Systems (2018-2019)
Jonathan P. Rambeau52President, IMSOctober 2022VP and General Manager, Integrated Warfare Systems and Sensors of the Rotary and Mission Systems business, Lockheed Martin (2020-2022); VP and General Manager, C6ISR, Rotary and Mission Systems, Lockheed Martin (2016-2020)
Edward J. Zoiss60President, SASJune 2019President, Legacy Harris Corporation Electronic Systems (2015-2019)

(1) Following the retirement of Ross Niebergall on February 3, 2025, Kenneth Bedingfield assumed the additional role of President, AR.

There is no family relationship between any of our executive officers or directors. All of our executive officers are

elected annually and serve at the pleasure of our Board.

PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock, par value $1.00 per share, is listed and traded on the New York Stock Exchange (“NYSE”),

under the ticker symbol “LHX.” According to the records of our transfer agent, as of February 7, 2025, there were

9,165 holders of record of our common stock.

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Dividends

During fiscal 2024, 2023 and 2022, we paid quarterly per share cash dividends on our common stock of $1.16,

$1.14 and $1.12, respectively. We currently expect to continue paying cash dividends in the near future, but we can

give no assurances concerning payment of future dividends or future dividend increases. The declaration of

dividends by our Board and the amount thereof will depend on a number of factors, including our financial condition,

capital requirements, cash flows, results of operations, future business prospects and other factors our Board may

deem relevant.

Stock Performance Graph

The following graph provides a five year comparison of cumulative total shareholder return (“TSR”), assuming

reinvestment of all dividends and an initial investment of $100 at the close of business on January 3, 2020, in

L3Harris common stock, 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”):

FIVE YEAR COMPARISON OF CUMULATIVE TSR(1)

2320


(1) This performance graph is not deemed to be filed with the SEC or subject to the liabilities of Section 18 of the Exchange Act, and should not be

deemed to be incorporated by reference into any other previous or future filings by us under the Securities Act or the Exchange Act.

Recent Sales of Unregistered Securities

During fiscal 2024, we did not issue or sell any unregistered securities.

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Issuer Purchases of Equity Securities

The following table sets forth information with respect to repurchases by us of our common stock during the

fiscal quarter ended January 3, 2025:

Period*Total number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programs**(1)**Maximum approximate dollar value of shares that may yet be purchased under the plans or programs**(1)** ($ in millions)
Month No. 1
(September 28, 2024 - November 1, 2024)
Repurchase program(1)—$——$3,422
Employee transactions(2)2,042$243.33——
Month No. 2
(November 2, 2024 - November 29, 2024)
Repurchase program(1)60,000$227.7260,000$3,407
Employee transactions(2)5,294$245.69——
Month No. 3
(November 30, 2024 - January 3, 2025)
Repurchase program(1)115,000$225.10115,000$3,381
Employee transactions(2)1,412$239.47——
Total183,748175,000$3,381

*Periods represent our fiscal months.

(1)On January 28, 2021 and October 21, 2022, we announced that our Board approved share repurchase authorizations under our repurchase

program of $6.0 billion and $3.0 billion, respectively. 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.

(2)Represents shares of our common stock delivered to us in satisfaction of the tax withholding obligation of holders of restricted stock units

(“RSUs”) and performance share units (“PSUs”) that vested during the quarter. Our equity incentive plans provide that the value of shares

delivered to us to pay the exercise price of stock options or to cover tax withholding obligations shall be the closing price of our common

stock on the date the relevant transaction occurs.

Item 6. [RESERVED.]

| | |

Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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 fiscal 2024 compared with fiscal 2023. A discussion of fiscal 2023

compared to fiscal 2022 can be found in Part II. Item 7. Management's Discussion and Analysis of Financial

Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended

December 29, 2023 (our “Fiscal 2023 Form 10-K”). This MD&A is provided as a supplement to, should be read in

conjunction with and is qualified in its entirety by reference to, our Consolidated Financial Statements and

accompanying Notes appearing elsewhere in this Report. Except for the historical information contained herein, the

discussions in this MD&A contain forward-looking statements that involve risks and uncertainties. Our future results

could differ materially from those discussed herein. Factors that could cause or contribute to such differences

include, but are not limited to, those discussed in Part I. Item 1A. Risk Factors of this Report. For additional

information, see Part I. Item 1. Business - Cautionary Statement Regarding Forward-Looking Statements of this

Report.

OVERVIEW

We are the Trusted Disruptor in the defense industry. With customers’ mission-critical needs in mind, we deliver

end-to-end technology solutions connecting the space, air, land, sea and cyber domains in the interest of global

security. We support government customers in more than 100 countries, with our largest customers being various

departments and agencies of the U.S. Government, their prime contractors and international allies. Our products and

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services have defense and civil government applications, as well as commercial applications. As of January 3, 2025,

we had approximately 47,000 employees, including approximately 18,000 engineers and scientists.

We structure our operations primarily around the products, systems and services we sell and the markets we

serve, and we report our financial results in four business segments: SAS, IMS, CS and AR. See Note 14: Business

Segments in the Notes for further information regarding our business segments.

U.S. and International Budget Environment

The percentage of our revenue that was derived from sales to U.S. Government customers, including foreign

military sales funded through the U.S. Government, whether directly or through prime contractors, was 76%, 76%

and 74%, in fiscal 2024, 2023 and 2022, respectively.

On March 9, 2024, the President signed the first tranche of GFY 2024 appropriations funding bills into law,

which funded six government agencies, including the National Aeronautics and Space Administration, the National

Oceanic and Atmospheric Administration, and the Federal Aviation Administration, through the remainder of GFY

2024 which ended on September 30, 2024. A second funding bill, signed into law on March 23, 2024, funded all

remaining agencies, including the DoD, through the remainder of GFY 2024. The bill provided approximately

$844 billion in funding for DoD. This was in line with our expectations for 3% growth for defense over GFY 2023

levels and in line with the first year of the Fiscal Responsibility Act of 2023 (“FRA”) caps.

On March 11, 2024, the President’s Budget Request for GFY 2025 was released. The DoD requested

$850 billion, a 1% topline increase consistent with the FRA caps.

On April 24, 2024, the President signed into law a supplemental GFY 2024 appropriations package that included

$67 billion in funding for key DoD programs, bringing the DoD funding for GFY 2024 to $911 billion.

Congress has not yet reached a final agreement on GFY 2025 funding. A short-term CR was enacted on

December 21, 2024 that will fund the U.S. Government until March 14, 2025. While operating under a CR,

government agencies are allocated a portion of GFY 2024 enacted funds, and DoD is prohibited from starting new

programs. If Congress does not enact all 12 GFY 2025 appropriations bills by April 30, 2025, a 1% automatic

sequestration cut will go into effect as mandated by the FRA.

Further complicating the budget outlook is the need to raise the debt ceiling in 2025. Congressional inaction

may lead to a default and potentially create economic instability.

The overall defense spending environment, both in the U.S. and internationally, reflects the continued impacts of

global conflicts and geopolitical tensions, and changes to U.S. Government or international spending priorities have

and could in the future impact our business.

For a discussion of U.S. Government funding risks and international business risks see “Item 1. Business -

International Business,” “Item 1A. Risk Factors” and “Item 3. Legal Proceedings” of this Report.

Economic Environment

The macroeconomic environment continues to present challenges, which have impacted our business and may

continue to impact our future results. The ongoing uncertainty relates to the impacts of inflation, interest rates and

ongoing federal deficits, which could raise the cost of borrowing for the federal government impacting U.S.

Government spending priorities and the demand for our products. For a discussion of inflation-related risks, see

“Item 1A. Risk Factors” of this Report.

Operating Environment, Strategic Priorities and Key Performance Measures

As a proven alternative to traditional primes and new entrants, our flexible business model allows us to operate

as either a prime, merchant supplier, or subcontractor, offering both commercial pricing and traditional government

acquisition approaches. Our products are used across many customer platforms and this platform-agnostic

approach gives us a unique advantage in rapidly adapting to the changing threat environment while effectively

partnering with new entrants and non-traditional contractors. Customer demand for our solutions remains robust,

and we ended fiscal 2024 with backlog of $34.2 billion, a 5% increase over the prior year. Also in fiscal 2024, we

invested $515 million (2% of total revenue) in company-funded R&D focused on technologies that expand our

capabilities across our domains.

In fiscal 2024, we made considerable progress with our LHX NeXt initiative, our targeted three-year program

designed to enhance organizational agility and performance by leveraging our scale and relationships across

segments, driving operational efficiency and competitiveness for the enterprise. With this program we are investing

in enterprise tools and optimized, revamped processes to unlock further opportunities for margin expansion and

create additional value for our shareholders.

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Our strategic priorities continue to be performance, growth and innovation. We plan to continue to invest,

consistent with profitable growth opportunities, and sustain our culture of innovation, while delivering on our

commitments to investors, our customers and on every contract we are awarded. We intend to accomplish this by:

  • Building upon our solid foundation and operational rigor to execute for our customers;

  • Focusing on profitable growth while securing strategic positions as a prime or subcontractor; and

  • Leveraging innovation as a competitive advantage to develop rapid solutions.

We use the following key financial performance measures to manage our business, which are discussed in detail

below in the “Operations Review” and “Liquidity and Capital Resources” sections of this MD&A:

  • Revenue;

  • Operating income and margin; and

  • Net cash provided by operating activities.

We use these measures, along with other performance measures that are not defined by U.S. Generally

Accepted Accounting Principles (“GAAP”), to assess the success of our business and ou

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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Foreign Currency Risk

We are exposed to foreign currency risks that arise in normal course of our business operations. These risks

include the translation of local currency balances of foreign subsidiaries into U.S. dollars and transactions

denominated in currencies other than a subsidiary’s functional currency. Assets and liabilities of international

subsidiaries that use local currency as the functional currency, are translated at current rates of exchange and

income and expense items are translated at the weighted average exchange rate for the year. In fiscal 2024,

approximately 10% of our business was transacted in local currency environments. At January 3, 2025, the

cumulative impact of translating the assets and liabilities of these operations to U.S. Dollars was a $265 million loss,

which is included as a component of shareholders’ equity.

Our U.S. and foreign businesses enter into contracts with customers, subcontractors or vendors that are

denominated in currencies other than the functional currencies of such businesses. To manage our exposure to

currency risk and market fluctuation risk associated with anticipated cash flows that are probable of occurring in the

future, we implement foreign currency forward contracts to hedge both balance sheet and off-balance sheet future

foreign currency commitments. At January 3, 2025, we had open foreign currency forward contracts with an

aggregate notional amount of $201 million, hedging certain forecasted transactions denominated in U.S. Dollars,

Canadian Dollars and Australian Dollars. Notional amounts are used to measure the volume of foreign currency

forward contracts and do not represent exposure to foreign currency losses. Factors that could impact the

effectiveness of our hedging programs for foreign currency include accuracy of sales estimates, volatility of currency

markets and the cost and availability of hedging instruments.

At January 3, 2025, a hypothetical 10% change in currency exchange rates for our foreign currency derivatives

held would not have had a material impact on the fair value of such instruments or our results of operations or cash

flows. This quantification of exposure to the market risk associated with foreign currency financial instruments does

not take into account the offsetting impact of changes in the fair value of our foreign denominated assets, liabilities

and firm commitments.

Interest Rate Risk

We have exposure to interest rate risk associated with our financing activities, primarily our long-term debt and

short-term debt borrowings. At January 3, 2025, our long-term debt consisted exclusively of fixed-rate debt with a

carrying value and estimated fair value of $11,530 million and $11,179 million, respectively. The terms of our fixed-

rate debt obligations are not puttable to us (i.e., not required to be redeemed by us prior to maturity) and we

currently have no plans to refinance or repurchase outstanding fixed-rate debt prior to maturity. As such, fluctuation

in market interest rates impact the fair value of our long-term debt but do not impact our statement of operations or

cash flow. At January 3, 2025, a hypothetical 10% change in interest rates on our long-term fixed-rate debt

obligations would not have had a material impact on the fair value of these obligations.

Additionally, at January 3, 2025, we had short-term variable-rate debt outstanding under our CP Program of

$515 million. Due to its short-term nature, the fair value of our short-term debt approximates the carrying value.

Outstanding notes under our CP Program bear interest that is variable based on certain short-term indices, thus

exposing us to interest-rate risk. At January 3, 2025, a hypothetical 10% change in interest rates on our short-term

debt obligations would not have had a material impact on our results of operations or cash flows.

We can give no assurances, however, that interest rates will not change significantly or have a material effect on

the fair value of our debt obligations or our results of operations or cash flows over the next twelve months. See Note

8: Debt and Credit Arrangements in the Notes for information regarding the maturities of our fixed-rate debt

obligations and our CP program.

_____________________________________________________________________

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Report of Independent Registered Public Accounting Firm

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

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of L3Harris Technologies, Inc. (the Company) as of

January 3, 2025 and December 29, 2023, the related consolidated statements of operations, comprehensive

income, cash flows and equity for each of the three years in the period ended January 3, 2025, 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 January 3, 2025 and

December 29, 2023, and the results of its operations and its cash flows for each of the three years in the period

ended January 3, 2025, 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 January 3, 2025, 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 February 14, 2025 expressed an unqualified opinion

thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an

opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with

the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of

material misstatement of the financial statements, whether due to error or fraud, and performing procedures that

respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the financial statements. Our audits also included evaluating the accounting principles used and

significant estimates made by management, as well as evaluating the overall presentation of the financial

statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial

statements that were communicated or required to be communicated to the audit committee and that: (1) relate to

accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion

on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which

they relate.

_____________________________________________________________________

Cost estimation for revenue recognition on development and production contracts
Description of the MatterAs described in 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 costs at completion for each contract. At the outset of each contract, the Company gauges its complexity and perceived risks and establishes an estimated total cost at completion with these expectations. After establishing the estimated total cost at completion, the Company reviews the progress and performance on its ongoing contracts at least quarterly and updates the estimated total cost 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 revenue recognition on development and production contracts where revenue is recognized over time using the percentage of completion cost- to-cost method involved subjective auditor judgment because the Company’s development of the estimated total cost at completion requires estimates of the cost of the work to be completed based on the Company’s underlying assumptions around achieving the technical, schedule and cost aspects of its 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 are 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 AuditWe 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 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 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.

_____________________________________________________________________

Valuation of Goodwill
Description of the MatterAt January 3, 2025, the Company’s goodwill was $20.3 billion. As more fully described in 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 assessment. Under the quantitative assessment to test for goodwill impairment, the Company compares the fair value of a reporting unit to its carrying amount, including goodwill. The Company estimates the fair value of its reporting units using a combination of a discounted cash flows analysis and market-based valuation methodologies. Auditing the Company’s quantitative goodwill impairment tests involved subjective auditor judgment due to the significant estimation required in management’s determination of the fair value of the reporting units. The significant estimation is primarily due to the sensitivity of the respective fair values to underlying assumptions, particularly at the Aerojet Rocketdyne (AR) reporting unit, in

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not applicable.

Item 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Pursuant to Rule 13a-15 under the Exchange Act, management, with the participation of our principal executive

officer (CEO) and principal financial officer (CFO), carried out an evaluation of the Company’s disclosure controls and

procedures as of January 3, 2025. Based on this evaluation, the CEO and CFO concluded that as of January 3, 2025,

our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide

reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and

that such information is accumulated and communicated to management, including our CEO and CFO, as

appropriate, to allow timely decisions regarding required disclosures.

Management’s Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over

financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of

1934, as amended. The Company’s internal control over financial reporting is designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with U.S. generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect

misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that

controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

_____________________________________________________________________

Our management, with the participation of our CEO and CFO, assessed the effectiveness of the Company’s

internal control over financial reporting as of January 3, 2025. In making this assessment, management used the

criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal

Control-Integrated Framework (2013 framework). Based on this assessment, management concluded that the

Company’s internal control over financial reporting was effective as of January 3, 2025.

The Company’s independent registered public accounting firm, Ernst & Young LLP, has issued a report on the

effectiveness of the Company’s internal control over financial reporting. This report appears on the following page of

this Report.

Changes in Internal Control Over Financial Reporting

Other than changes related to incorporating our controls and procedures with respect to AJRD operations, there

have been no changes in our internal control over financial reporting that occurred during the quarter ended

January 3, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

_____________________________________________________________________

Report of Independent Registered Public Accounting Firm

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

Opinion on Internal Control Over Financial Reporting

We have audited L3Harris Technologies, Inc.’s internal control over financial reporting as of January 3, 2025, 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 January 3, 2025, 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 January 3, 2025 and December 29, 2023,

the related consolidated statements of operations, comprehensive income, cash flows and equity for each of the

three years in the period ended January 3, 2025, and the related notes and our report dated February 14, 2025

expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for

its assessment of the effectiveness of internal control over financial reporting included in the accompanying

Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on

the Company’s internal control over financial reporting based on our audit. We are a public accounting firm

registered with the PCAOB and are required to be independent with respect to the Company in accordance with the

U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and

the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting

was maintained in all material respects.

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 risk, and performing such other procedures as we considered necessary in the circumstances. We

believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles. A company’s internal control over financial reporting

includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,

accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the company are being made

only in accordance with authorizations of management and directors of the company; and (3) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s

assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect

misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that

controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Orlando, Florida

February 14, 2025

_____________________________________________________________________

Item 9B. OTHER INFORMATION.

Securities Trading Plans of Directors and Executive Officers

We require all executive officers and directors to effect purchase and sale transactions in L3Harris securities

pursuant to a trading plan (each, a “10b5-1 Plan”) intended to satisfy the requirements of Rule 10b5-1 under the

Exchange Act (“Rule 10b5-1”). We limit executive officers to a single 10b5-1 Plan in effect at any time, subject to

limited exceptions in accordance with Rule 10b5-1.

The following table includes the material terms (other than with respect to the price) of each 10b5-1 Plan

adopted or terminated by our executive officers and directors during the quarter ended January 3, 2025:

Name and titleDate of adoption of 10b5-1 Plan**(1)**Scheduled expiration date of 10b5-1 Plan**(2)**Aggregate number of shares of common stock to be purchased or sold**(3)**
Christopher E. Kubasik Chair and CEONovember 26, 2024March 25, 2025Up to 112,138 shares underlying options expiring in 2027
Jonathan P. Rambeau President, IMSDecember 3, 2024March 14, 2025Up to 3,178 shares
Edward J. Zoiss President, SASDecember 6, 2024June 6, 2025Up to 20,579 shares including 9,012 shares of underlying options expiring in 2028

(1) Transactions under each Rule 10b5-1 Plan commence no earlier than 90 days after adoption, or such later date as required by Rule 10b5-1.

(2) Each Rule 10b5-1 Plan may expire on such earlier date as all transactions are completed.

(3) Each Rule 10b5-1 Plan provides for shares to be sold on multiple predetermined dates.

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Information regarding our directors, executive officers and corporate governance is included in our Proxy

Statement for our 2025 Annual Meeting of Shareholders scheduled to be held on April 18, 2025 (our “2025 Proxy

Statement”), which is expected to be filed within 120 days after the end of our fiscal 2024.

Directors. The information required by this Item with respect to our directors and corporate governance is

incorporated herein by reference to the discussion under the headings Proposal 1: Election of Directors and

Corporate Governance in our 2025 Proxy Statement.

Identification of Executive Officers. Certain information regarding our executive officers is included in Part I of

this Report under the heading “Information about our Executive Officers” in accordance with General

Instruction G(3) of Form 10-K.

Code of Ethics. All of our directors and employees, including our Chief Executive Officer, Chief Financial Officer,

Principal Accounting Officer and other senior accounting and financial officers, are required to abide by our Code of

Conduct. Our Code of Conduct is posted on our website at 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 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 2025 Proxy Statement.

Insider Trading Policies. We have adopted an Insider Trading Policy, which governs the purchase, sale, and/or

other dispositions of our securities by directors, officers and employees and other covered persons and is designed

to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. A

copy of our Insider Trading Policy is filed as Exhibit 19 to this Report.

_____________________________________________________________________

Item 11. EXECUTIVE COMPENSATION.

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 Analysis, Compensation Committee Report, Compensation Tables, CEO Pay Ratio and

Pay Versus Performance in our 2025 Proxy Statement.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table provides information 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 January 3,

2025:

Plan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rights (a)****(2)Weighted- average exercise price of outstanding options, warrants and rights (b)****(2)Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by shareholders(1)3,544,971$191.0921,172,833
Equity compensation plans not approved by shareholders———
Total3,544,971191.0921,172,833

(1) Consists of awards under the L3Harris SIPs.

(2) Under the L3Harris SIPs, in addition to stock options, we have granted share-based compensation awards in the form of PSUs, RSUs and

other similar types of share-based awards. As of January 3, 2025, there were awards outstanding under those plans with respect to

1,008,116 shares, consisting of awards of (i) 582,326 RSUs and (ii) 425,790 PSUs, for which all 1,008,116 were payable in shares but for

which no shares were yet issued and outstanding. The 3,544,971 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 2,536,855 outstanding stock options and awards

of 1,008,116 PSUs and RSUs payable in shares. Because there is no exercise price associated with awards of PSUs or RSUs, all of which are

granted to employees at no cost, such awards are not included in the weighted-average exercise price calculation in column (b).

See Note 10: 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 2025 Proxy Statement.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

The information required by this Item is incorporated herein by reference to the discussions under the headings

Director Independence Standards and Related Person Transactions in our 2025 Proxy Statement.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

The information required by this Item is incorporated herein by reference to the discussion under the heading

Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm in our 2025 Proxy

Statement.

_____________________________________________________________________

PART IV

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as a part of this Report:

Page
Financial Statements
The following consolidated financial statements of L3Harris Technologies, Inc. are included in Item 8 of this Report at the page numbers referenced below:
Consolidated Statement of Operations — Fiscal Years Ended January 3, 2025, December 29, 2023 and December 30, 2022 ....................................................................................................................................39
Consolidated Statement of Comprehensive Income — Fiscal Years Ended January 3, 2025, December 29, 2023 and December 30, 2022 ..............................................................................................40
Consolidated Balance Sheet — January 3, 2025 and December 29, 2023 ...................................................41
Consolidated Statement of Cash Flows — Fiscal Years Ended January 3, 2025, December 29, 2023 and December 30, 2022 ...................................................................................................................................42
Consolidated Statement of Equity — Fiscal Years Ended January 3, 2025, December 29, 2023 and December 30, 2022 ...........................................................................................................................................43
Notes to Consolidated Financial Statements ......................................................................................................44
The following report of L3Harris Technologies, Inc.’s independent registered public accounting firm with respect to the above referenced consolidated financial statements and their report on internal controls over financial reporting are included in Item 8 and Item 9A of this Report at the page numbers referenced below:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) on the Consolidated Financial Statements ..........................................................................................................................................36
Report of Independent Registered Public Accounting Firm on the Effectiveness of Internal Control Over Financial Reporting ....................................................................................................................................90
Financial Statement Schedules
All schedules are omitted because they are not applicable, the amounts are not significant or the required information is shown in the Consolidated Financial Statements or the Notes thereto.

Exhibits

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

the SEC:

(3)(a) Restated Certificate of Incorporation of L3Harris Technologies, Inc. (1995), as amended, incorporated

herein by reference to Exhibit 4(a) to the L3Harris Technologies, Inc.’s Registration Statement on Form

S-8, Registration No. 333-279040 filed with the SEC on May 1, 2024.

(3)(b) By-Laws of L3Harris Technologies, Inc., as amended and restated effective December 8, 2022,

incorporated herein by reference to Exhibit 3.1 to the L3Harris Technologies, Inc.’s Current Report on

Form 8-K filed with the SEC on December 13, 2022. (Commission File Number 1-3863)

(4)(a) (i) Indenture, dated as of May 1, 1996, between L3Harris Technologies, Inc. (formerly known as Harris

Corporation) and The Bank of New York, as Trustee, relating to unlimited amounts of debt securities

which may be issued from time to time by L3Harris Technologies, Inc. (formerly known as Harris

Corporation) when and as authorized by L3Harris Technologies, Inc.’s (formerly known as Harris

Corporation) Board of Directors or a Committee of the Board, incorporated herein by reference to Exhibit

4 to L3Harris Technologies, Inc.’s (formerly known as Harris Corporation) Registration Statement on

Form S-3, Registration Statement No. 333-03111, filed with the SEC on May 3, 1996.

(ii) Instrument of Resignation from Trustee and Appointment and Acceptance of Successor Trustee,

dated as of November 1, 2002 (effective November 15, 2002), among L3Harris Technologies, Inc.

(formerly known as Harris Corporation), JP Morgan Chase Bank, as Resigning Trustee, and The Bank of

New York, as Successor Trustee, incorporated herein by reference to Exhibit 99.4 to L3Harris

Technologies, Inc.’s (formerly known as Harris Corporation) Quarterly Report on Form 10-Q for the fiscal

quarter ended September 27, 2002. (Commission File Number 1-3863)

_____________________________________________________________________

(iii) Supplemental Indenture, dated June 2, 2015, among L3Harris Technologies, Inc. (formerly known

as Harris Corporation), Exelis Inc. and The Bank of New York Mellon (as successor to Chemical Bank), to

the Indenture dated as of May 1, 1996 between L3Harris Technologies, Inc. (formerly known as Harris

Corporation) and The Bank of New York (as successor to Chemical Bank), incorporated herein by

reference to Exhibit 4.2 to L3Harris Technologies, Inc.’s (formerly known as Harris Corporation) Current

Report on Form 8-K filed with the SEC on June 2, 2015. (Commission File Number 1-3863)

**(4)(b) (i) Indenture, dated as of October 1, 1990, between L3Harris Technologies, Inc. (formerly known as

Harris Corporation) and U.S. Bank National Association (as successor to National City Bank), as Trustee,

relating to unlimited amounts of debt securities which may be issued from time to time by L3Harris

Technologies, Inc. (formerly known as Harris Corporation) when and as authorized by L3Harris

Technologies, Inc.’s (formerly known as Harris Corporation) Board of Directors or a Committee of the

Board, incorporated herein by reference to Exhibit 4 to L3Harris Technologies, Inc. (formerly known as

Harris Corporation) Registration Statement on Form S-3, Registration Statement No. 33-35315, filed

with the SEC on June 8, 1990.

(ii) Supplemental Indenture, dated June 2, 2015, among L3Harris Technologies, Inc. (formerly known as

Harris Corporation), Exelis Inc. and U.S. Bank National Association (as successor to National City Bank),

to the Indenture dated as of October 1, 1990 between L3Harris Technologies, Inc. (formerly known as

Harris Corporation) and U.S. National Association (as successor to National City Bank), incorporated

herein by reference to Exhibit 4.1 to L3Harris Technologies, Inc.’s (formerly known as Harris

Corporation) Current Report on Form 8-K filed with the SEC on June 2, 2015. (Commission File Number

1-3863)

(4)(c) (i) Indenture, dated as of September 3, 2003, between L3Harris Technologies, Inc. (formerly known as

Harris Corporation) and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of

New York, as Trustee, relating to unlimited amounts of debt securities which may be issued from time to

time by L3Harris Technologies, Inc. (formerly known as Harris Corporation) when and as authorized by

L3Harris Technologies, Inc.’s (formerly known as Harris Corporation) Board of Directors or a Committee

of the Board, incorporated herein by reference to Exhibit 4(b) to L3Harris Technologies, Inc.'s (formerly

known as Harris Corporation) Registration Statement on Form S-3, Registration Statement No.

333-108486, filed with the SEC on September 3, 2003

(ii) Instrument of Resignation of Trustee, Appointment and Acceptance of Successor Trustee, dated as

of June 2, 2009, among L3Harris Technologies, Inc. (formerly known as Harris Corporation), The Bank of

New York Mellon (formerly known as The Bank of New York) and The Bank of New York Mellon Trust

Company, N.A., as to Indenture dated as of September 3, 2003, incorporated herein by reference to

Exhibit 4(m) to L3Harris Technologies, Inc.'s (formerly known as Harris Corporation) Registration

Statement on Form S-3, Registration Statement No. 333-159688, filed with the SEC on June 3, 2009

(iii) Supplemental Indenture, dated June 2, 2015, among L3Harris Technologies, Inc. (formerly known

as Harris Corporation), Exelis Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor

to The Bank of New York), to the Indenture dated as of September 3, 2003 between L3Harris

Technologies, Inc. (formerly known as Harris Corporation) and The Bank of New York Mellon Trust

Company, N.A. (as successor to The Bank of New York), incorporated herein by reference to Exhibit 4.3

to L3Harris Technologies, Inc.'s (formerly known as Harris Corporation) Current Report on Form 8-K filed

with the SEC on June 2, 2015. (Commission File Number 1-3863)

(4)(d) (i) Subordinated Indenture, dated as of September 3, 2003, between L3Harris Technologies, Inc.

(formerly known as Harris Corporation) and The Bank of New York Mellon Trust Company, N.A., as

successor to The Bank of New York, as Trustee, relating to unlimited amounts of debt securities which

may be issued from time to time by L3Harris Technologies, Inc. (formerly known as Harris Corporation)

when and as authorized by the L3Harris Technologies, Inc.'s (formerly known as Harris Corporation)

Board of Directors or a Committee of the Board, incorporated herein by reference to Exhibit 4(c) to the

L3Harris Technologies, Inc.'s (formerly known as Harris Corporation) Registration Statement on Form

S-3, Registration Statement No. 333-108486, filed with the SEC on September 3, 2003

(ii) Instrument of Resignation of Trustee, Appointment and Acceptance of Successor Trustee, dated as

of June 2, 2009, among L3Harris Technologies, Inc. (formerly known as Harris Corporation), The Bank of

New York Mellon (formerly known as The Bank of New York) and The Bank of New York Mellon Trust

Company, N.A., as to Subordinated Indenture dated as of September 3, 2003, incorporated herein by

reference to Exhibit 4(n) to L3Harris Technologies, Inc.'s (formerly known as Harris Corporation)

_____________________________________________________________________

Registration Statement on Form S-3, Registration Statement No. 333-159688, filed with the SEC on

June 3, 2009

(4)(e) Pursuant to Regulation S-K, Item 601(b)(4)(iii)(A), L3Harris Technologies, Inc. by this filing agrees, upon

request, to furnish to the SEC a copy of other instruments defining the rights of holders of long-term

debt of L3Harris Technologies, Inc.

(4)(f) Description of L3Harris Technologies, Inc.’s Securities, incorporated herein by reference to Exhibit 4(x)

to the L3Harris Technologies, Inc's Annual Report on Form 10-K filed for the fiscal year ended

December 30, 2022 (Commission File Number 1-3863)

*(10)(a) Form of Director and Officer Indemnification Agreement, for use on or after June 29, 2019, incorporated

herein by reference to Exhibit 10.5 to L3Harris Technologies, Inc.’s Current Report on Form 8-K filed

with the SEC on July 1, 2019. (Commission File Number 1-3863)

*(10)(b) L3Harris Technologies, Inc. Executive Change in Control Severance Plan, effective as of July 21, 2023,

incorporated herein by reference to Exhibit 10.1 to L3Harris Technologies, Inc.’s Current Report on Form

8-K filed with the SEC on July 24, 2023. (Commission File Number 1-3863)

*(10)(c) L3Harris Technologies, Inc. Severance Pay Plan, effective as of March 1, 2020, incorporated herein by

reference to Exhibit 10.2 to L3Harris Technologies, Inc.’s Current Report on Form 8-K filed with the SEC

on March 4, 2020. (Commission File Number 1-3863)

*(10)(d) L3Harris Technologies, Inc. Annual Incentive Plan (Amended and Restated Effective as of August 28,

2020), incorporated herein by reference to Exhibit 10.1 to L3Harris Technologies, Inc.’s Current Report

on Form 8-K filed with the SEC on September 1, 2020. (Commission File Number 1-3863)

*(10)(e) (i) 2015 Equity Incentive Plan, incorporated herein by reference to Exhibit 10.1 to L3Harris

Technologies, Inc.'s (formerly known as Harris Corporation) Current Report on Form 8-K filed with the

SEC on October 28, 2015. (Commission File Number 1-3863)

(ii) Non-Employee Director Share Unit Agreement Terms and Conditions (as of June 29, 2019),

incorporated herein by reference to Exhibit 10(f)(x) to L3Harris Technologies, Inc.’s Transition Report on

Form 10-KT for the fiscal year ended January 3, 2020. (Commission File Number 1-3863)

(iii) L3Harris Technologies, Inc. Restricted Unit Award Agreement Terms and Conditions (as of February

5, 2020), incorporated herein by reference to Exhibit 10.3 to L3Harris Technologies, Inc.’s Quarterly

Report on Form 10-Q for the fiscal quarter ended April 3, 2020. (Commission File Number 1-3863)

(iv) L3Harris Technologies, Inc. Performance Unit Award Agreement Terms and Conditions (as of

February 28, 2020), incorporated herein by reference to Exhibit 10.4 to L3Harris Technologies, Inc.’s

Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2020. (Commission File Number

1-3863)

(v) L3Harris Technologies, Inc. Stock Option Award Agreement Terms and Conditions (as of February 28,

2020), incorporated herein by reference to Exhibit 10.5 to L3Harris Technologies, Inc.’s Quarterly

Report on Form 10-Q for the fiscal quarter ended April 3, 2020. (Commission File Number 1-3863)

*(10)(f) (i) L3Harris Technologies, Inc. 2015 Equity Incentive Plan (Amended and Restated Effective as of August

28, 2020), incorporated herein by reference to Exhibit 10.2 to L3Harris Technologies, Inc.’s Current

Report on Form 8-K filed with the SEC on September 1, 2020. (Commission File Number 1-3863)

(ii) L3Harris Technologies, Inc. Restricted Unit Award Agreement Terms and Conditions (as of February

23, 2023), incorporated herein by reference to Exhibit 10.1 to L3Harris Technologies, Inc.’s Quarterly

Report on Form 10-Q for the fiscal quarter ended March 31, 2023. (Commission File Number 1-3863)

(iii) L3Harris Technologies, Inc. Performance Unit Award Agreement Terms and Conditions (as of

February 23, 2023), incorporated herein by reference to Exhibit 10.2 to L3Harris Technologies, Inc.’s

Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023. (Commission File Number

1-3863)

(iv) L3Harris Technologies, Inc. Stock Option Award Agreement Terms and Conditions (as of February

23, 2023), incorporated herein by reference to Exhibit 10.3 to L3Harris Technologies, Inc.’s Quarterly

Report on Form 10-Q for the fiscal quarter ended March 31, 2023. (Commission File Number 1-3863)

_____________________________________________________________________

*10(g) (i) L3Harris Technologies, Inc. 2024 Equity Incentive Plan, incorporated herein by reference to Exhibit

4(d) to L3Harris Technologies, Inc.’s Registration Statement on Form S-8, Registration No. 333-279040,

filed with the SEC on May 1, 2024. (Commission File Number 1-3863)

(ii) L3Harris Technologies, Inc. 2024 Performance Unit Award Agreement Terms and Conditions

(Effective April 19, 2024), incorporated herein by reference to Exhibit 10.2 to L3Harris Technologies,

Inc. Quarterly Report on Form 10-Q for the fiscal year ended December 29, 2023, filed with the SEC on

July 26, 2024. (Commission File Number 1-3863)

(iii) L3Harris Technologies, Inc. 2024 Restricted Unit Award Agreement Terms and Conditions (Effective

April 19, 2024), incorporated herein by reference to Exhibit 10.3 to L3Harris Technologies, Inc.

Quarterly Report on Form 10-Q for the fiscal year ended December 29, 2023, filed with the SEC on July

26, 2024. (Commission File Number 1-3863)

(iv) L3Harris Technologies, Inc. 2024 Stock Option Award Agreement Terms and Conditions (Effective

April 19, 2024), incorporated herein by reference to Exhibit 10.4 to L3Harris Technologies, Inc.

Quarterly Report on Form 10-Q for the fiscal year ended December 29, 2023, filed with the SEC on July

26, 2024. (Commission File Number 1-3863)

*10(h) (i) L3Harris Retirement Savings Plan (Amended and Restated Effective January 1, 2025).

(ii) Amendment Number One to the L3Harris Retirement Savings Plan (Amended and Restated Effective

January 1, 2025), dated February 12, 2025.

*(10)(i) (i) L3Harris Excess Retirement Savings Plan, as amended and restated effective June 1, 2024,

incorporated herein by reference to Exhibit 10.7 to L3Harris Technologies, Inc.’s Quarterly Report on

Form 10-Q for the fiscal quarter ended June 28, 2024, filed with the SEC on July 26, 2024.

(Commission File Number 1-3863)

(ii) Amendment Number One to the L3Harris Excess Retirement Savings Plan (Amended and Restated

Effective January 1, 2020), dated December 14, 2020, incorporated herein by reference to Exhibit 10.4

to L3Harris Technologies, Inc.'s Quarterly Report on Form 10-Q for the fiscal quarter ended April 2,

2021. (Commission File Number 1-3863)

*(10)(k) L3Harris Technologies, Inc. 2019 Non-Employee Director Deferred Compensation Plan, incorporated

herein by reference to Exhibit 10(j) to L3Harris Technologies, Inc.’s Transition Report on Form 10-KT for

the fiscal year ended January 3, 2020. (Commission File Number 1-3863)

*(10)(l) (i) Amended and Restated Master Trust Agreement and Declaration of Trust, made as of December 2,

2003, by and between L3Harris Technologies, Inc. (formerly known as Harris Corporation) and The

Northern Trust Company, incorporated herein by reference to Exhibit 10(c) to L3Harris Technologies,

Inc.'s (formerly known as Harris Corporation) Quarterly Report on Form 10-Q for the fiscal quarter

ended January 2, 2004. (Commission File Number 1-3863)

(ii) Amendment to the L3Harris Technologies, Inc. (formerly known as Harris Corporation) Master Trust,

dated May 21, 2009, incorporated herein by reference to Exhibit 10(m)(ii) to L3Harris Technologies,

Inc.'s (formerly known as Harris Corporation) Annual Report on Form 10-K for the fiscal year ended July

3, 2009. (Commission File Number 1-3863)

(iii) Amendment to the L3Harris Technologies, Inc. (formerly known as Harris Corporation) Master Trust,

dated December 8, 2009 and effective December 31, 2009, incorporated herein by reference to Exhibit

4(e)(iii) to L3Harris Technologies, Inc.'s (formerly known as Harris Corporation) Registration Statement

on Form S-8, Registration Statement No. 333-163647, filed with the SEC on December 10, 2009

(iv) Amendment to the L3Harris Technologies, Inc. (formerly known as Harris Corporation) Master Trust,

dated and effective May 3, 2010, incorporated herein by reference to Exhibit 4(e)(iv) to L3Harris

Technologies, Inc.'s (formerly known as Harris Corporation) Registration Statement on Form S-8,

Registration Statement No. 333-222821, filed with the SEC on February 1, 2018

*(10)(m) (i) Master Rabbi Trust Agreement, amended and restated as of December 2, 2003, by and between

L3Harris Technologies, Inc. (formerly known as Harris Corporation) and The Northern Trust Company,

incorporated herein by reference to Exhibit 10(d) to L3Harris Technologies, Inc.'s (formerly known as

Harris Corporation) Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2004.

(Commission File Number 1-3863)

_____________________________________________________________________

(ii) First Amendment to the L3Harris Technologies, Inc. (formerly known as Harris Corporation) Master

Rabbi Trust Agreement, dated September 24, 2004, incorporated herein by reference to Exhibit 10(b) to

L3Harris Technologies, Inc.'s (formerly known as Harris Corporation) Quarterly Report on Form 10-Q for

the fiscal quarter ended October 1, 2004. (Commission File Number 1-3863)

(iii) Second Amendment to the L3Harris Technologies, Inc. (formerly known as Harris Corporation)

Master Rabbi Trust Agreement, dated as of December 8, 2004, incorporated herein by reference to

Exhibit 10.5 to L3Harris Technologies, Inc.'s (formerly known as Harris Corporation) Current Report on

Form 8-K filed with the SEC on December 8, 2004. (Commission File Number 1-3863)

(iv) Third Amendment to the L3Harris Technologies, Inc. (formerly known as Harris Corporation) Master

Rabbi Trust Agreement, dated January 15, 2009 and effective January 1, 2009, incorporated herein by

reference to Exhibit 10(i) to L3Harris Technologies, Inc.'s (formerly known as Harris Corporation)

Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2009. (Commission File Number

1-3863)

(v) Fourth Amendment to the L3Harris Technologies, Inc. (formerly known as Harris Corporation) Master

Rabbi Trust Agreement, dated October 27, 2010 and effective as of August 28, 2010, incorporated

herein by reference to Exhibit 10(n) to L3Harris Technologies, Inc.'s (formerly known as Harris

Corporation) Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2010. (Commission

File Number 1-3863)

(vi) Fifth Amendment to the L3Harris Technologies, Inc. (formerly known as Harris Corporation) Master

Rabbi Trust Agreement, dated and effective as of February 28, 2019, incorporated herein by reference

to Exhibit 10 to L3Harris Technologies, Inc.'s (formerly known as Harris Corporation) Quarterly Report

on Form 10-Q for the fiscal quarter ended March 29, 2019. (Commission File Number 1-3863)

*10(n) Summary of Annual Compensation of L3Harris Technologies, Inc., Non-Employee Directors effective as

of January 1, 2024, incorporated herein by reference to Exhibit 10.2 to L3Harris Technologies, Inc.’s

Current Report on Form 8-K filed with the SEC on July 24, 2023. (Commission File Number 1-3863)

**10(o) Revolving Credit Agreement, dated as of July 29, 2022, by and among L3Harris Technologies, Inc. and

the other parties thereto, incorporated herein by reference to Exhibit 10.1 to L3Harris Technologies,

Inc.’s Current Report on Form 8-K filed with the SEC on August 4, 2022. (Commission File Number

1-3863)

*10(p) Offer Letter, dated August 12, 2022, between L3Harris Technologies, Inc. and Jon Rambeau

incorporated herein by reference to Exhibit 10(b)(b) to L3Harris Technologies, Inc.’s Annual Report on

Form 10-K for fiscal year-ended December 30, 2022. (Commission File Number 1-3863)

***10(q) 364-Day Credit Agreement, dated January 26, 2024, by and among L3Harris Technologies, Inc. and the

other parties thereto, incorporated herein by reference to Exhibit 10.2 to L3Harris Technologies, Inc.’s

Quarterly Report on Form 10-Q filed with the SEC on April 26, 2024 (Commission File Number 1-3863)

***10(r) Form of Commercial Paper Dealer Agreement, dated March 14, 2023, between L3Harris Technologies,

Inc. and the Dealer party thereto, incorporated herein by reference to Exhibit 10.2 to L3Harris

Technologies, Inc.’s Current Report on Form 8-K filed with the SEC on March 16, 2023 (Commission File

Number 1-3863)

*10(s) Offer Letter, dated November 30, 2023, between L3Harris Technologies, Inc. and Kenneth L.

Bedingfield, incorporated herein by reference to Exhibit 10(z) to L3Harris Technologies, Inc.’s Annual

Report of Form 10-K for the fiscal year ended December 29, 2023. (Commission File Number 1-3863)

*10(t) Offer Letter, November 4, 2022, between L3Harris Technologies, Inc. and Samir B. Mehta, incorporated

herein by reference to Exhibit 10(a)(a)(i) to L3Harris Technologies, Inc.’s Annual Report on Form 10-K

for the fiscal year ended December 29, 2023. (Commission File Number 1-3863)

*10(u) Letter Agreement, dated February 23, 2024, between L3Harris Technologies, Inc. and Christopher E.

Kubasik, incorporated herein by reference to Exhibit 10.1 to L3Harris Technologies, Inc.’s Current

Report on Form 8-K filed with the SEC on February 23, 2024. (Commission File Number 1-3863)

(19) Insider Trading Policy.

(21) Subsidiaries of the Registrant.

(23) Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

_____________________________________________________________________

(24) Power of Attorney.

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

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

(32) Section 1350 Certifications.

(97) Incentive-Based Compensation Recovery Policy, incorporated herein by reference to Exhibit 97 to

L3Harris Technologies, Inc’s Annual Report on Form 10-K for the fiscal year ended December 29, 2023.

(Commission File Number 1-3863).

(101) The financial information from L3Harris Technologies, Inc.’s Annual Report on Form 10-K for the period

from December 31, 2022 to December 29, 2023 formatted in Inline XBRL (Extensible Business

Reporting Language) includes: (i) the Consolidated Balance Sheet, (ii) the Consolidated Statement of

Operations, (iii) the Consolidated Statement of Comprehensive Income, (iv) the Consolidated Statement

of Changes in Stockholders Equity, (v) the Consolidated Statement of Cash Flows and (vi) the Notes to

the Consolidated Financial Statements.

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


  • Management contract or compensatory plan or arrangement.

** Paper filing.

*** Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. L3Harris Technologies, Inc. hereby undertakes to furnish

supplementally copies of any of the omitted schedules upon request by the SEC.

Item 16. FORM 10-K SUMMARY.

None.

_____________________________________________________________________

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

L3HARRIS TECHNOLOGIES, INC.
(Registrant)
Date: February 14, 2025By:/s/ Christopher E. Kubasik
Christopher E. Kubasik
Chair and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the

following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ CHRISTOPHER E. KUBASIKChair and Chief Executive Officer (Principal Executive Officer)February 14, 2025
Christopher E. Kubasik
/s/ KENNETH L. BEDINGFIELDSenior Vice President, Chief Financial Officer and President, Aerojet Rocketdyne (Principal Financial Officer)February 14, 2025
Kenneth L. Bedingfield
/s/ JOHN P. CANTILLONVice President, Principal Accounting Officer (Principal Accounting Officer)February 14, 2025
John P. Cantillon
*DirectorFebruary 14, 2025
Sallie B. Bailey
*DirectorFebruary 14, 2025
Thomas A. Dattilo
*DirectorFebruary 14, 2025
Roger B. Fradin
*DirectorFebruary 14, 2025
Joanna L. Geraghty
*DirectorFebruary 14, 2025
Kirk S. Hachigian
*DirectorFebruary 14, 2025
Harry B. Harris, Jr.
*DirectorFebruary 14, 2025
Lewis Hay III
*DirectorFebruary 14, 2025
Rita S. Lane
*DirectorFebruary 14, 2025
Robert B. Millard
*DirectorFebruary 14, 2025
David S. Regnery
*DirectorFebruary 14, 2025
Edward A. Rice, Jr.
*DirectorFebruary 14, 2025
William H. Swanson
*DirectorFebruary 14, 2025
Christina L. Zamarro
  • By Christoph T. Feddersen pursuant to a Power of Attorney executed by the Directors listed above, which has been

filed with this Annual Report on Form 10-K.

Date: February 14, 2025By: /s/ Christoph T. Feddersen

Christoph T. Feddersen, Attorney-in-Fact