Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
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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:
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,
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
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
quarter ended September 27, 2002. (Commission File Number 1-3863)
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(iii) Supplemental Indenture, dated June 2, 2015, among L3Harris Technologies, Inc. (formerly known
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
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.
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
(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
time by L3Harris Technologies, Inc. (formerly known as Harris Corporation) when and as authorized by
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
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
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
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
when and as authorized by the L3Harris Technologies, Inc.'s (formerly known as Harris Corporation)
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
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
(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)
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,
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
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,
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
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),
Form 10-KT for the fiscal year ended January 3, 2020. (Commission File Number 1-3863)
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
Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2020. (Commission File Number
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)
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
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2023. (Commission File Number
(iv) L3Harris Technologies, Inc. Stock Option Award Agreement Terms and Conditions (as of February
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
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
July 26, 2024. (Commission File Number 1-3863)
April 19, 2024), incorporated herein by reference to Exhibit 10.3 to L3Harris Technologies, Inc.
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.
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,
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
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
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)
dated May 21, 2009, incorporated herein by reference to Exhibit 10(m)(ii) to L3Harris Technologies,
3, 2009. (Commission File Number 1-3863)
dated December 8, 2009 and effective December 31, 2009, incorporated herein by reference to Exhibit
on Form S-8, Registration Statement No. 333-163647, filed with the SEC on December 10, 2009
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,
Harris Corporation) Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 2004.
(Commission File Number 1-3863)
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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
Form 8-K filed with the SEC on December 8, 2004. (Commission File Number 1-3863)
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
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
Rabbi Trust Agreement, dated and effective as of February 28, 2019, incorporated herein by reference
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
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
Inc.’s Current Report on Form 8-K filed with the SEC on August 4, 2022. (Commission File Number
*10(p) Offer Letter, dated August 12, 2022, between L3Harris Technologies, Inc. and Jon Rambeau
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
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
*10(s) Offer Letter, dated November 30, 2023, between L3Harris Technologies, Inc. and Kenneth L.
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
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)
(21) Subsidiaries of the Registrant.
(23) Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
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(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.
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