Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
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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.
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| Cost estimation for revenue recognition on development and production contracts | |
| Description of the Matter | As 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 Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s accounting for cost estimation for development and production contracts. For example, we tested certain controls over management’s review of the estimate at completion analyses and the significant assumptions underlying the estimated total costs 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. |
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| Valuation of Goodwill | |
| Description of the Matter | At 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, including changes in the weighted average cost of capital and projected EBITDA margins. These assumptions relate to the expected future operating performance of the Company’s AR reporting unit, are forward-looking, and are sensitive to and affected by economic, industry and company-specific qualitative factors. |
| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of relevant internal controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions used in the valuation models. We also tested management’s controls to validate that the data used in the valuation models was complete and accurate. To test the estimated fair value of the Company’s AR reporting unit, we performed audit procedures that included, among others, assessing the valuation methodologies used by the Company, involving our valuation specialists to assist in testing the significant assumptions discussed above, and testing the completeness and accuracy of the underlying data the Company used in its valuation analyses. For example, we compared the significant assumptions used by management to current industry, market and economic trends, the historical results of the AR reporting unit and other relevant factors. We also assessed the historical accuracy of management’s valuation estimates and performed sensitivity analyses of significant assumptions used in the impairment tests to evaluate the change in the fair value of the AR reporting unit resulting from changes in the significant assumptions. In addition, we reviewed the reconciliation of the fair value of the reporting units based on the annual impairment test to the market capitalization of the Company. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since at least 1932, but we are unable to determine the specific year.
Orlando, Florida
February 14, 2025
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CONSOLIDATED STATEMENT OF OPERATIONS
| Fiscal Year Ended | |||||
| (In millions, except per share amounts) | January 3, 2025 | December 29, 2023 | December 30, 2022 | ||
| Revenue | |||||
| Products | $15,134 | $13,694 | $12,097 | ||
| Services | 6,191 | 5,725 | 4,965 | ||
| Total revenue | 21,325 | 19,419 | 17,062 | ||
| Cost of revenue | |||||
| Products | (11,019) | (9,711) | (8,355) | ||
| Services | (4,782) | (4,595) | (3,780) | ||
| Total cost of revenue | (15,801) | (14,306) | (12,135) | ||
| General and administrative expenses | (3,568) | (3,313) | (2,998) | ||
| Impairment of goodwill and other assets | (38) | (374) | (802) | ||
| Operating income | 1,918 | 1,426 | 1,127 | ||
| Non-service FAS pension income and other, net | 354 | 338 | 425 | ||
| Interest expense, net | (675) | (543) | (279) | ||
| Income before income taxes | 1,597 | 1,221 | 1,273 | ||
| Income taxes | (85) | (23) | (212) | ||
| Net income | 1,512 | 1,198 | 1,061 | ||
| Noncontrolling interests, net of income taxes | (10) | 29 | 1 | ||
| Net income attributable to L3Harris Technologies, Inc. | $1,502 | $1,227 | $1,062 | ||
| Net income per common share attributable to L3Harris Technologies, Inc. common shareholders | |||||
| Basic | $7.91 | $6.47 | $5.54 | ||
| Diluted | $7.87 | $6.44 | $5.49 |
See accompanying Notes to Consolidated Financial Statements.
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| Fiscal Year Ended | |||||
| (In millions) | January 3, 2025 | December 29, 2023 | December 30, 2022 | ||
| Net income | $1,512 | $1,198 | $1,061 | ||
| Other comprehensive income (loss): | |||||
| Foreign currency translation, net of income taxes | (60) | 36 | (119) | ||
| Hedging derivatives, net of income taxes | (12) | 10 | (8) | ||
| Pension and other postretirement benefits, net of income taxes | 323 | 71 | (26) | ||
| Other comprehensive income (loss) recognized during the period | 251 | 117 | (153) | ||
| Reclassification adjustments for (gains) losses included in net income | (26) | (27) | 11 | ||
| Other comprehensive income (loss), net of income taxes | 225 | 90 | (142) | ||
| Total comprehensive income | 1,737 | 1,288 | 919 | ||
| Comprehensive (income) loss attributable to noncontrolling interest | (10) | 29 | 1 | ||
| Total comprehensive income attributable to L3Harris Technologies, Inc. | $1,727 | $1,317 | $920 |
See accompanying Notes to Consolidated Financial Statements.
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CONSOLIDATED BALANCE SHEET
| (In millions, except shares) | January 3, 2025 | December 29, 2023 | |
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | $615 | $560 | |
| Receivables, net | 1,072 | 1,230 | |
| Contract assets | 3,230 | 3,196 | |
| Inventories, net | 1,330 | 1,472 | |
| Income taxes receivable | 379 | 61 | |
| Other current assets | 461 | 430 | |
| Assets of business held for sale | 1,131 | 1,106 | |
| Total current assets | 8,218 | 8,055 | |
| Non-current assets | |||
| Property, plant and equipment, net | 2,806 | 2,862 | |
| Goodwill | 20,325 | 19,979 | |
| Intangible assets, net | 7,639 | 8,540 | |
| Deferred income taxes | 120 | 91 | |
| Other non-current assets | 2,893 | 2,160 | |
| Total assets | $42,001 | $41,687 | |
| Liabilities and equity | |||
| Current liabilities | |||
| Short-term debt | $515 | $1,602 | |
| Current portion of long-term debt, net | 640 | 363 | |
| Accounts payable | 2,005 | 2,106 | |
| Contract liabilities | 2,142 | 1,900 | |
| Compensation and benefits | 419 | 544 | |
| Other current liabilities | 1,648 | 1,129 | |
| Income taxes payable | 29 | 88 | |
| Liabilities of business held for sale | 235 | 272 | |
| Total current liabilities | 7,633 | 8,004 | |
| Non-current liabilities | |||
| Long-term debt, net | 11,081 | 11,160 | |
| Deferred income taxes | 942 | 815 | |
| Other long-term liabilities | 2,766 | 2,879 | |
| Total liabilities | 22,422 | 22,858 | |
| Equity | |||
| Shareholders’ Equity: | |||
| Preferred stock, without par value; 1,000,000 shares authorized; none issued | — | — | |
| Common stock, $1.00 par value; 500,000,000 shares authorized; issued and outstanding 189,794,911 and 189,808,581 shares at January 3, 2025 and December 29, 2023, respectively | 190 | 190 | |
| Paid-in capital | 15,558 | 15,553 | |
| Retained earnings | 3,739 | 3,220 | |
| Accumulated other comprehensive income (loss) | 27 | (198) | |
| Total shareholders’ equity | 19,514 | 18,765 | |
| Noncontrolling interests | 65 | 64 | |
| Total equity | 19,579 | 18,829 | |
| Total liabilities and equity | $42,001 | $41,687 |
See accompanying Notes to Consolidated Financial Statements.
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CONSOLIDATED STATEMENT OF CASH FLOWS
| Fiscal Year Ended | |||||
| (In millions) | January 3, 2025 | December 29, 2023 | December 30, 2022 | ||
| Operating Activities | |||||
| Net income | $1,512 | $1,198 | $1,061 | ||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||
| Depreciation and amortization | 1,289 | 1,166 | 938 | ||
| Share-based compensation | 97 | 89 | 109 | ||
| Net periodic benefit income | (286) | (275) | (395) | ||
| Share-based matching contributions under defined contribution plans | 264 | 231 | 216 | ||
| Impairment of goodwill and other assets | 38 | 374 | 802 | ||
| Deferred income taxes | 174 | (423) | (596) | ||
| (Increase) decrease in: | |||||
| Receivables, net | 128 | 124 | (210) | ||
| Contract assets | (194) | 62 | 23 | ||
| Inventories, net | 96 | (182) | (310) | ||
| Other current assets | (29) | (55) | 13 | ||
| Increase (decrease) in: | |||||
| Accounts payable | (90) | 87 | 180 | ||
| Contract liabilities | 126 | 195 | 121 | ||
| Compensation and benefits | (128) | 38 | (45) | ||
| Other current liabilities | 155 | (88) | (181) | ||
| Income taxes | (383) | (333) | 499 | ||
| Other operating activities | (210) | (112) | (67) | ||
| Net cash provided by operating activities | 2,559 | 2,096 | 2,158 | ||
| Investing Activities | |||||
| Net cash paid for acquired businesses | — | (6,688) | — | ||
| Capital expenditures | (408) | (449) | (252) | ||
| Proceeds from sale of property, plant and equipment, net | 1 | 56 | 14 | ||
| Proceeds from sales of businesses | 273 | 71 | 23 | ||
| Other investing activities | (129) | (11) | (35) | ||
| Net cash used in investing activities | (263) | (7,021) | (250) | ||
| Financing Activities | |||||
| Proceeds from issuances of long-term debt, net | 2,827 | 7,568 | 4 | ||
| Repayments of long-term debt | (2,620) | (3,170) | (14) | ||
| Change in commercial paper, maturities under 90 days, net | (567) | 623 | — | ||
| Proceeds from commercial paper, maturities over 90 days | 688 | 1,181 | — | ||
| Repayments of commercial paper, maturities over 90 days | (1,205) | (205) | — | ||
| Proceeds from exercises of employee stock options | 133 | 24 | 57 | ||
| Repurchases of common stock | (554) | (518) | (1,083) | ||
| Dividends paid | (886) | (868) | (864) | ||
| Other financing activities | (40) | (41) | (51) | ||
| Net cash (used in) provided by financing activities | (2,224) | 4,594 | (1,951) | ||
| Effect of exchange rate changes on cash and cash equivalents | (17) | 11 | (18) | ||
| Net increase (decrease) in cash and cash equivalents | 55 | (320) | (61) | ||
| Cash and cash equivalents, beginning of period | 560 | 880 | 941 | ||
| Cash and cash equivalents, end of period | $615 | $560 | $880 |
See accompanying Notes to Consolidated Financial Statements.
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CONSOLIDATED STATEMENT OF EQUITY
| Fiscal Year Ended | |||||
| (In millions, except per share amounts) | January 3, 2025 | December 29, 2023 | December 30, 2022 | ||
| Common Stock | |||||
| Beginning balance | $190 | $191 | $194 | ||
| Shares issued under stock incentive plans | 2 | 1 | 1 | ||
| Shares issued under defined contribution plans | 1 | 1 | 1 | ||
| Repurchases and retirement of common stock | (3) | (3) | (5) | ||
| Ending balance | 190 | 190 | 191 | ||
| Paid-in Capital | |||||
| Beginning balance | 15,553 | 15,677 | 16,248 | ||
| Shares issued under stock incentive plans | 131 | 23 | 56 | ||
| Shares issued under defined contribution plans | 263 | 230 | 215 | ||
| Share-based compensation expense | 97 | 89 | 109 | ||
| Tax withholding payments on share-based awards | (30) | (30) | (45) | ||
| Repurchases and retirement of common stock | (455) | (433) | (907) | ||
| Other | (1) | (3) | 1 | ||
| Ending balance | 15,558 | 15,553 | 15,677 | ||
| Retained Earnings | |||||
| Beginning balance | 3,220 | 2,943 | 2,917 | ||
| Net income attributable to L3Harris Technologies, Inc. | 1,502 | 1,227 | 1,062 | ||
| Repurchases and retirement of common stock | (96) | (82) | (171) | ||
| Cash dividends | (886) | (868) | (864) | ||
| Other | (1) | — | (1) | ||
| Ending balance | 3,739 | 3,220 | 2,943 | ||
| Accumulated Other Comprehensive Income (Loss) | |||||
| Beginning balance | (198) | (288) | (146) | ||
| Other comprehensive income (loss), net of income taxes | 225 | 90 | (142) | ||
| Ending balance | 27 | (198) | (288) | ||
| Noncontrolling Interests | |||||
| Beginning balance | 64 | 101 | 106 | ||
| Net income (loss) attributable to noncontrolling interests | 10 | (29) | (1) | ||
| Other | (9) | (8) | (4) | ||
| Ending balance | 65 | 64 | 101 | ||
| Total Equity | $19,579 | $18,829 | $18,624 | ||
| Cash dividends per share | $4.64 | $4.56 | $4.48 |
See accompanying Notes to Consolidated Financial Statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: SIGNIFICANT ACCOUNTING POLICIES
Organization — L3Harris Technologies, Inc., together with its subsidiaries, is 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 services have defense and civil
government applications, as well as commercial applications. As of January 3, 2025 we had approximately 47,000
employees.
Principles of Consolidation — Our Consolidated Financial Statements include the accounts of L3Harris
Technologies, Inc. and its consolidated subsidiaries. As used in these Notes to the Consolidated Financial
Statements, the terms “L3Harris,” “Company,” “we,” “our” and “us” refer to L3Harris Technologies, Inc. and its
consolidated subsidiaries. Intercompany transactions and accounts have been eliminated.
Fiscal Year — Our fiscal year ends on the Friday nearest December 31. Fiscal 2024 included 53 weeks. Fiscal
2023 and fiscal 2022 each included 52 weeks.
Use of Estimates — The preparation of financial statements in accordance with GAAP requires us to make
estimates and assumptions that affect the amounts reported in the accompanying Consolidated Financial
Statements and these Notes and related disclosures. These estimates and assumptions are based on experience
and other information available prior to issuance of the accompanying Consolidated Financial Statements and these
Notes. Materially different results can occur as circumstances change and additional information becomes known.
Reclassifications — The classification of certain prior year amounts have been adjusted in our Consolidated
Financial Statements and these Notes to conform to current year classifications.
C****ash and Cash Equivalents — Cash and cash equivalents include cash at banks and temporary cash
investments with a maturity of three or fewer months when purchased. These investments include accrued interest
and are carried at the lower of cost or market.
F****air Value Measurements — Fair value is defined as the price that would be received to sell an asset or paid to
transfer a liability in the principal market (or most advantageous market, in the absence of a principal market) for the
asset or liability in an orderly transaction between market participants at the measurement date. Entities are
required to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair
value, and to utilize a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three
levels of inputs used to measure fair value are as follows:
-
Level 1 — Quoted prices in active markets for identical assets or liabilities.
-
Level 2 — Observable inputs other than quoted prices included within Level 1, including quoted prices for
similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in
markets that are not active; and inputs other than quoted prices that are observable or are derived
principally from, or corroborated by, observable market data by correlation or other means.
- Level 3 — Unobservable inputs that are supported by little or no market activity, are significant to the fair
value of the assets or liabilities and reflect our own assumptions about the assumptions market participants
would use in pricing the asset or liability developed using the best information available in the
circumstances.
In certain instances, fair value is estimated using quoted market prices obtained from external pricing services.
In obtaining such data from the pricing service, we have evaluated the methodologies used to develop the estimate
of fair value in order to assess whether such valuations are representative of fair value, including net asset value
(“NAV”). Additionally, in certain circumstances, the NAV reported by an asset manager may be adjusted when
sufficient evidence indicates NAV is not representative of fair value.
Financial instruments. The carrying amounts of certain of our financial instruments reflected in our Consolidated
Balance Sheet, including cash and cash equivalents, accounts receivable, non-current receivables, notes receivable,
accounts payable and short-term debt, approximate their fair values. Fair values for long-term fixed-rate debt are
primarily based on quoted market prices for those or similar instruments. See Note 8: Debt and Credit Arrangements
in these Notes for additional information regarding fair values for our long-term fixed-rate debt. A discussion of fair
values for our derivative financial instruments is included under the caption “Financial Instruments and Risk
Management” in this Note.
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A****ccounts Receivable — We record receivables derived from contracts with customers at net realizable value
and they generally do not bear interest. This value includes an allowance for estimated uncollectible accounts to
reflect any losses anticipated on the accounts receivable balances which is charged to the provision for doubtful
accounts. We calculate this allowance at inception based on expected loss over the life of the receivable. We
consider historical write-offs by customer, level of past due accounts and economic status of the customer. A
receivable is considered delinquent if it is unpaid after the term of the related invoice has expired. Write-offs are
recorded at the time a customer receivable is deemed uncollectible. At January 3, 2025 and December 29, 2023,
our allowances for collection losses were $21 million and $15 million, respectively.
Contract Assets and Liabilities — The timing of revenue recognition, customer billings and cash collections
results in accounts receivable, contract assets and contract liabilities at the end of each reporting period. Contract
assets mainly represent unbilled amounts typically resulting from revenue recognized exceeding amounts billed to
customers for contracts utilizing the POC cost-to-cost revenue recognition method. Contract assets become
receivables as we bill customers as work progresses in accordance with agreed-upon contractual terms, either at
periodic intervals, upon achievement of contractual milestones or upon deliveries and, in certain arrangements, the
customer may withhold payment of a portion of the contract price until contract completion. Contract liabilities
include advance payments and billings in excess of revenue recognized, including deferred revenue. Contract assets
and liabilities are reported on a contract-by-contract basis at the end of each reporting period.
Contract assets related to amounts withheld by customers until contract completion are not considered a
significant financing component of our contracts because the intent is to protect the customers from our failure to
satisfactorily complete our performance obligations. Payments received from customers in advance of revenue
recognition are not considered a significant financing component of our contracts because they are utilized to pay for
contract costs within a one-year period or are requested by us to ensure the customers meet their payment
obligations.
I****nventories — Inventories are valued at the lower of cost (determined by average and first-in, first-out methods)
or net realizable value. We regularly review inventory quantities on hand and record a provision for excess and
obsolete inventory primarily based on our estimated forecast of product demand, anticipated end of product life and
production requirements.
P****roperty, Plant and Equipment — Property, plant and equipment, including software capitalized for internal
use, is recorded at cost and depreciated on a reasonable and systematic basis, typically the straight-line method,
over the estimated useful life of the asset. Estimated useful lives generally range as follows: buildings, including
leasehold improvements, between two and 45 years; machinery and equipment between two and 10 years; and
software capitalized for internal-use between two and 10 years. We review property, plant and equipment for
impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be
recoverable.
Goodwill — We follow the acquisition method of accounting to record the assets and liabilities of acquired
businesses at their estimated fair value at the date of acquisition. We initially record goodwill for the amount the
consideration transferred exceeds the acquisition-date fair value of net identifiable assets acquired.
We test goodwill for impairment at a level within the Company referred to as the reporting unit, which is our
business segment level or one level below the business segment. Goodwill is tested for impairment annually as of
the first business day of our fourth fiscal quarter, or under certain circumstances more frequently, such as when
events or circumstances indicate there may be impairment. Such events or circumstances may include a significant
deterioration in overall economic conditions, changes in the business climate of our industry, a decline in our market
capitalization, operating performance indicators, competition, reorganizations of our business or the disposal of all
or a portion of a reporting unit.
To test goodwill for impairment, we may perform both qualitative and quantitative assessments. If we elect to
perform a qualitative assessment for a certain reporting unit, we evaluate events and circumstances impacting the
reporting unit to determine the probability that goodwill is impaired. If we perform a quantitative assessment for a
certain reporting unit, we calculate the fair value of that reporting unit and compare the fair value to the reporting
unit’s net book value. We estimate fair values of our reporting units based on projected cash flows, and sales and/or
earnings multiples applied to the latest twelve months’ sales and earnings of our reporting units. Projected cash
flows are based on our best estimate of future revenues, operating costs and balance sheet metrics reflecting our
view of the financial and market conditions of the underlying business; and the resulting cash flows are discounted
using an appropriate discount rate that reflects the risk in the forecasted cash flows. Revenue and earnings
multiples are based on current multiples of revenues and earnings for similar businesses, and based on revenue and
earnings multiples paid for recent acquisitions of similar businesses made in the marketplace. We then assess
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whether any implied control premium, based on a comparison of fair value based purely on our stock price and
outstanding shares with fair value determined by using all of the above-described models, is reasonable.
If we determine it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount,
we measure any impairment loss by comparing the fair value of each reporting unit to its carrying amount, including
goodwill. If the carrying amount of a reporting unit exceeds its fair value, goodwill is considered impaired, and an
impairment loss is recognized in an amount equal to that excess.
Intangible Assets — Our finite-lived intangible assets are amortized to expense over their applicable useful
lives, either according to the underlying economic benefit as reflected by future net cash inflows or on a straight-line
basis depending on the nature of the asset, generally ranging between three to 20 years. We review finite-lived
intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of the
asset may not be recoverable. We evaluate the recoverability of such assets based on the expectations of
undiscounted cash flows from such assets. If the sum of the expected future undiscounted cash flows is less than
the carrying amount of the asset, a loss is recognized for the difference between the fair value and the carrying
amount.
Our most significant finite-lived intangible asset is customer relationships that are established through written
customer contracts (i.e., revenue arrangements). The fair value for customer relationships is determined, as of the
date of acquisition, based on estimates and judgments regarding expectations for the estimated future after-tax
earnings and cash flows arising from the follow-on revenues expected from the customer relationships over the
estimated lives, including the probability of expected future contract renewals and revenues, less a contributory
assets charge, all of which is discounted to present value.
Indefinite-lived intangible assets are tested annually for impairment, or under certain circumstances, more
frequently, such as when events or circumstances indicate there may be an impairment. This testing compares the
fair value of the asset to its carrying amount, and, when appropriate, the carrying amount of these assets is reduced
to its fair value.
Leases — We recognize right-of-use (“ROU”) assets and lease liabilities in our Consolidated Balance Sheet for
operating and finance leases under which we are the lessee. As a practical expedient, leases with a term of twelve
months or less (including reasonably certain extension periods) and leases with expected lease payments of less
than $250 thousand are expensed as incurred in the “Cost of revenue” and “General and administrative expenses”
line items in our Consolidated Statement of Operations.
ROU assets and lease liabilities are recognized based on the present value of future lease payments, which are
primarily base rent. We have some lease payments that are based on an index and changes to the index are treated
as variable lease payments and recognized in the “Cost of revenue” and “General and administrative expenses” line
items in our Consolidated Statement of Operations in the period in which the obligation for those payments is
incurred. Our lease payments also include non-lease components such as real estate taxes and common-area
maintenance costs. As a practical expedient, we account for lease and non-lease components as a single
component. For certain leases, the non-lease components are variable and are therefore excluded from lease
payments to determine the ROU asset. The present value of future lease payments is determined using our
incremental borrowing rate at lease commencement over the expected lease term. We use our incremental
borrowing rate because our leases do not provide an implicit lease rate. The expected lease term represents the
number of years we expect to lease the property, including options to extend or terminate the lease when it is
reasonably certain that we will exercise the option.
Operating lease cost and finance lease amortization are recognized on a straight-line basis over the expected
lease term in the “Cost of revenue” and “General and administrative expenses” line items in our Consolidated
Statement of Operations. Interest on finance lease liabilities is recognized in the “Interest expense, net” line item in
our Consolidated Statement of Operations.
I****ncome Taxes — We follow the asset and liability method of accounting for income taxes. We record deferred
tax assets and liabilities for differences between the tax basis of assets and liabilities and amounts reported in our
Consolidated Balance Sheet, as well as operating loss and tax credit carryforwards. We follow specific and detailed
guidelines in each tax jurisdiction regarding the recoverability of any tax assets recorded on the balance sheet and
provide necessary valuation allowances as required. We regularly review our deferred tax assets for recoverability
based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing
temporary differences and tax planning strategies.
We have elected to account for tax on Global Intangible Low-Taxed Income as a current-period expense when
incurred.
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F****oreign Currency Translation — 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. The resulting translation adjustments are recorded as a component of
the “Accumulated other comprehensive income (loss)” line item in our Consolidated Balance Sheet.
Share-Based Compensation — We measure compensation cost for all share-based awards (including employee
stock options) at fair value and recognize cost over the vesting period, with forfeitures recognized as they occur. It is
our practice to issue shares when options are exercised.
Share Repurchases — Repurchased common shares are permanently retired. As we repurchase our common
shares, we reduce common stock for the par value and allocate any excess purchase price over par value to paid-in
capital and retained earnings. During fiscal 2024, we repurchased 2.5 million shares of our common stock for $554
million under our repurchase program. At January 3, 2025, we had remaining unused authorization under our
repurchase program of $3,381 million.
Revenue Recognition — We account for a contract when it has approval and commitment from all parties, the
rights and payment terms of the parties can be identified, the contract has commercial substance and the
collectability of the consideration, or transaction price, is probable. Our contracts are often subsequently modified to
include changes in specifications, requirements or price that may create new or change existing enforceable rights
and obligations. We do not account for contract modifications (including unexercised options) or follow-on contracts
until they meet the requirements noted above to account for a contract.
We categorize revenue and costs for performance obligations to provide tangible goods as “product” and
revenue and costs for performance obligations to provide services for which the principal result is not to produce
anything tangible as “service.” In instances where a single performance obligation requires us to deliver products
and perform services, we derive the product and service categories presented in our financial statements based
upon the predominant nature of each performance. In these cases, we classify the revenue and costs from the entire
performance obligation based on the nature of the overall promise made to the customer.
At the inception of each contract, we evaluate the promised products and services to determine whether the
contract should be accounted for as having one or more performance obligations. A performance obligation is a
promise to transfer a distinct product or service to a customer and represents the unit of accounting for revenue
recognition. A substantial majority of our revenue is derived from long-term development and production contracts
involving the design, development, manufacture or modification of defense products and related services according
to the customers’ specifications. Due to the highly interdependent and interrelated nature of the underlying
products and services and the significant service of integration that we provide, which often results in the delivery of
multiple units, we account for these contracts as one performance obligation. For contracts that include both
development/production and follow-on support services (for example, operations and maintenance), we generally
consider the follow-on services distinct in the context of the contract and account for them as separate performance
obligations. Additionally, we recognize revenue from contracts to provide multiple distinct products to a customer
for which the products can readily be sold to other customers based on their commercial nature and, accordingly,
these products are accounted for as separate performance obligations.
Shipping and handling costs incurred after control of a product has transferred to the customer (for example, in
free on board shipping arrangements) are treated as fulfillment costs and, therefore, are not accounted for as
separate performance obligations. Also, we record taxes collected from customers and remitted to governmental
authorities on a net basis such that they are excluded from revenue.
As noted above, our contracts are often subsequently modified to include changes in specifications,
requirements or price. Depending on the nature of the modification, we consider whether to account for the
modification as an adjustment to the existing contract or as a separate contract. Often, the deliverables in our
contract modifications are not distinct from the existing contract due to the significant integration and interrelated
tasks provided in the context of the contract. Therefore, such modifications are accounted for as if they are part of
the existing contract, and we may be required to recognize a cumulative catch-up adjustment to revenue at the date
of the contract modification.
We determine the transaction price for each contract based on our best estimate of the consideration we expect
to receive, which includes assumptions regarding variable consideration such as award and incentive fees. These
variable amounts are generally awarded upon achievement of certain negotiated performance metrics, program
milestones or cost targets and can be based upon customer discretion. We include such estimated amounts in the
transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not
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occur when the uncertainty associated with the variable consideration is resolved. We estimate variable
consideration primarily using the most likely amount method.
For contracts with multiple performance obligations, we allocate the transaction price to each performance
obligation based on the relative standalone selling price of the product or service underlying each performance
obligation. The standalone selling price represents the amount for which we would sell the product or service to a
customer on a standalone basis (i.e., not sold as a bundle with any other products or services). Our contracts with
the U.S. Government, including foreign military sales contracts, are subject to the FAR and the prices of our contract
deliverables are typically based on our estimated or actual costs plus margin. As a result, the standalone selling
prices of the products and services in these contracts are typically equal to the selling prices stated in the contract,
thereby eliminating the need to allocate (or reallocate) the transaction price to the multiple performance obligations.
In our non-U.S. Government contracts, we also generally use the expected cost plus margin approach to determine
standalone selling price. In addition, we determine standalone selling price for certain contracts that are commercial
in nature based on observable selling prices.
We recognize revenue for each performance obligation when (or as) the performance obligation is satisfied by
transferring control of the promised products or services underlying the performance obligation to the customer.
The transfer of control can occur over-time or at a point in time. A significant portion of our business is derived from
development and production contracts. Revenue and profit related to development and production contracts are
generally recognized over-time, typically using the POC cost-to-cost method of revenue recognition, whereby we
measure our progress towards completion of the performance obligation based on the ratio of costs incurred to date
to estimated costs at completion under the contract. Because costs incurred represent work performed, we believe
this method best depicts the transfer of control of the asset to the customer. Under the POC cost-to-cost method of
revenue recognition, a single estimated profit margin is used to recognize profit for each performance obligation
over its period of performance. To a lesser extent, we also recognize revenue from contracts to provide multiple
distinct products to a customer that are commercial in nature and can readily be sold to other customers. These
performance obligations do not meet the criteria listed below to recognize revenue over-time; therefore, we
recognize revenue at a point in time, generally when the products are received and accepted by the customer.
Point-in-Time Revenue Recognition. Our performance obligations are satisfied at a point in time unless they
meet at least one of the following criteria, in which case they are satisfied over-time:
- The customer simultaneously receives and consumes the benefits provided by our performance as we
perform;
- Our performance creates or enhances an asset (for example, work in process) that the customer controls as
the asset is created or enhanced; or
- Our performance does not create an asset with an alternative use to us and we have an enforceable right to
payment for performance completed to date.
Over-Time Revenue Recognition. For U.S. Government development and production contracts, there is generally
a continuous transfer of control of the asset to the customer as it is being produced based on FAR clauses in the
contract that provide the customer with lien rights to work in process and allow the customer to unilaterally
terminate the contract for convenience, pay us for costs incurred plus a reasonable profit and take control of any
work in process. This also typically applies to our contracts with prime contractors for U.S. Government
development and production contracts, when the above-described FAR clauses are flowed down to us by the prime
contractors.
Our non-U.S. Government development and production contracts, including international direct commercial
contracts and U.S. contracts with state and local agencies, utilities, commercial and transportation organizations,
often do not include the FAR clauses described above. However, over-time revenue recognition is typically
supported either through our performance creating or enhancing an asset that the customer controls as it is created
or enhanced or based on other contractual provisions or relevant laws that provide us with an enforceable right to
payment for our work performed to date plus a reasonable profit if our customer were permitted to and did
terminate the contract for reasons other than our failure to perform as promised.
For performance obligations to provide services that are satisfied over-time, we recognize revenue either on a
straight-line basis, the POC cost-to-cost method or based on the right-to-invoice method (i.e., based on our right to
bill the customer), depending on which method best depicts transfer of control to the customer.
Contract Estimates. Under the POC cost-to-cost method of revenue recognition, a single estimated profit margin
is used to recognize profit for each performance obligation over its period of performance. Recognition of profit on a
contract requires estimates of the total cost at completion and transaction price and the measurement of progress
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towards completion. Due to the long-term nature of many of our contracts, developing the estimated total cost at
completion and total transaction price often requires judgment. Factors that must be considered in estimating the
cost of the work to be completed include the nature and complexity of the work to be performed, subcontractor
performance and the risk and impact of delayed performance. Factors that must be considered in estimating the
total transaction price include contractual cost or performance incentives (such as incentive fees, award fees and
penalties) and other forms of variable consideration, as well as our historical experience and our expectation for
performance on the contract.
At the outset of each contract, we gauge its complexity and perceived risks and establish an estimated total cost
at completion in line with these expectations. We follow a standard EAC process in which we review the progress
and performance on our ongoing contracts. If we successfully retire risks associated with the technical, schedule
and cost aspects of a contract, we may lower our estimated total cost at completion commensurate with the
retirement of these risks. Conversely, 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). Additionally, as
the contract progresses, our estimates of total transaction price may increase or decrease if, for example, we
receive incentive or award fees that are higher or lower than expected.
When changes in estimated total costs at completion or in estimated total transaction price are determined, the
related impact on operating income is recognized on a cumulative basis. EAC adjustments represent the cumulative
effect of the changes from current and prior periods; revenue and operating margins in future periods are recognized
as if the revised estimates had been used since contract inception. Any anticipated losses on these contracts are
fully recognized in the period in which the losses become evident.
Net EAC adjustments had the following impact to earnings for the periods presented:
| Fiscal Year Ended | |||||
| (In millions, except per share amounts) | January 3, 2025 | December 29, 2023 | December 30, 2022 | ||
| Net EAC adjustments, before income taxes | $39 | $(85) | $36 | ||
| Net EAC adjustments, net of income taxes | 29 | (63) | 27 | ||
| Net EAC adjustments, net of income taxes, per diluted share | 0.15 | (0.33) | 0.14 |
Revenue recognized from performance obligations satisfied (or partially satisfied) in prior periods was $210
million, $118 million and $110 million in fiscal 2024, 2023 and 2022, respectively.
Bill-and-Hold Arrangements. For certain contracts, the finished product may temporarily be stored at our
location under a bill-and-hold arrangement. Revenue is recognized on bill-and-hold arrangements at the point in
time when the customer obtains control of the product and all of the following criteria have been met: the
arrangement is substantive (for example, the customer has requested the arrangement); the product is identified
separately as belonging to the customer; the product is ready for physical transfer to the customer; and we do not
have the ability to use the product or direct it to another customer. In determining when the customer obtains
control of the product, we consider certain indicators, including whether we have a present right to payment from
the customer, whether title and/or significant risks and rewards of ownership have transferred to the customer and
whether customer acceptance has been received (in the case of arrangements with customer acceptance
provisions).
Backlog. Backlog, which is the equivalent of our remaining performance obligations, represents the future
revenue we expect to recognize as we perform on our current contracts. Backlog comprises both funded backlog
(i.e., firm orders for which funding is authorized or appropriated) and unfunded backlog (i.e., orders for which funds
have not been appropriated and/or incrementally funded). Backlog excludes unexercised contract options and
potential orders under ordering-type contracts, such as IDIQ contracts.
At January 3, 2025, our ending backlog was $34.2 billion, of which $23.3 billion was funded backlog. We expect
to recognize approximately 45% of the revenue associated with this backlog by the end of fiscal 2025 and
approximately 75% by the end of fiscal 2026, with the remainder to be recognized thereafter. At December 29,
2023, our ending backlog was $32.7 billion, of which $22.0 billion was funded backlog.
Retirement Benefits — We sponsor various pension and other postretirement defined benefit plans. The funded
or unfunded position of each defined benefit plan is recorded in our Consolidated Balance Sheet. Funded status is
derived by subtracting the respective year-end values of the PBO from the fair value of plan assets. Actuarial gains
and losses and prior service credits and costs are recorded, net of income taxes, in the “Accumulated other
comprehensive income (loss)” line item in our Consolidated Balance Sheet until they are amortized as a component
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of net periodic benefit income in the “Non-service FAS pension income and other, net” line item in our Consolidated
Statement of Operations.
The determination of the PBO and the recognition of net periodic benefit income related to defined benefit plans
depend on various assumptions, including discount rates, expected return on plan assets, the rate of future
compensation increases, mortality, termination and health care cost trend rates. We develop each assumption using
relevant Company experience in conjunction with market-related data. Actuarial assumptions are reviewed annually
with third-party consultants and adjusted as appropriate. For the recognition of net periodic benefit income, we use
a market-related value of plan assets to calculate the expected return on plan assets. The market-related value of
plan assets is based on yearly average asset values at the measurement date over the last five years, with
investment gains or losses to be phased in over five years. Net actuarial gains and losses are amortized to the net
periodic benefit income using the corridor approach, where the net gains and losses in excess of 10% of the greater
of the PBO or the market-related value of plan assets are amortized for each plan over the estimated future life
expectancy or, if applicable, the average remaining service period of the plan’s active participants. The fair value of
plan assets is determined based on market prices or estimated fair value at the measurement date. The
measurement date for valuing defined benefit plan assets and obligations is the end of the month closest to our
fiscal year end.
E****nvironmental Expenditures — We generally capitalize environmental expenditures that increase the life or
efficiency of property or that reduce or prevent environmental contamination. We accrue environmental expenses
resulting from existing conditions that relate to past or current operations. Our accruals for environmental expenses
are recorded on a site-by-site basis when it is probable a liability has been incurred and the amount of the liability
can be reasonably estimated, based on current law and existing technologies available to us. Our accruals for
environmental expenses represent the best estimates related to the investigation and remediation of environmental
media such as water, soil, soil vapor, air and structures, as well as related legal fees and regulatory agency oversight
fees, and are reviewed periodically, at least annually at the year-end balance sheet date, and updated for progress
of investigation and remediation efforts and changes in facts and legal circumstances. If the timing and amount of
future cash payments for environmental liabilities are fixed or reliably determinable, we generally discount such
cash flows in estimating our accrual.
The relevant factors we considered in estimating our potential liabilities under applicable environmental
statutes and regulations included some or all of the following as to each site: incomplete information regarding
particular sites and other potentially responsible parties; uncertainty regarding the extent of investigation or
remediation; our share, if any, of liability for such conditions; the selection of alternative remedial approaches;
changes in environmental standards and regulatory requirements; probable insurance proceeds; cost-sharing
agreements with other parties; and potential indemnification from successor and predecessor owners of these sites.
Derivative Financial Instruments and Hedging Activities — We recognize all derivatives in our Consolidated
Balance Sheet at fair value. These financial instruments are marked-to-market using forward prices and fair value
quotes and are categorized in Level 2 of the fair value hierarchy. Derivatives that are not hedges are adjusted to fair
value through income. If the derivative qualifies and is designated as a hedge, it must be documented as such at the
inception of the hedge. Depending on the nature of the hedge, changes in the fair value of the derivative are either
offset against the change in fair value of assets, liabilities or firm commitments through earnings or recognized in
other comprehensive income (loss) until the hedged item is recognized in earnings. Gains and losses in accumulated
other comprehensive income (loss) are reclassified to earnings when the related hedged item is recognized in
earnings. The cash flow impact of our derivatives is included in the same category in our Consolidated Statement of
Cash Flows as the cash flows of the related hedged items. We do not hold or issue derivatives for speculative trading
purposes.
EPS — EPS is calculated as net income per common share attributable to L3Harris Technologies, Inc. common
shareholders divided by our weighted average number of basic or diluted shares outstanding. Potential dilutive
common shares primarily consist of employee stock options and restricted and performance unit awards.
Business Segments — We evaluate each of our business segments based on its operating income or loss.
Intersegment revenues are generally transferred at cost to the buying segment, and the sourcing segment
recognizes a profit that is eliminated. The elimination of intersegment revenues is included in the “other” line item in
Note 14: Business Segments in these Notes. Corporate expenses are primarily allocated to our business segments
using an allocation methodology prescribed by U.S. Government regulations for government contractors. The
“Unallocated corporate department expense” line item in Note 14: Business Segments in these Notes represents the
portion of corporate expenses that are not included in management’s evaluation of segment operating performance
or elimination of intersegment profits.
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FAS/CAS Operating Adjustment. We calculate and allocate a portion of our defined benefit plan costs to our U.S.
Government contracts in accordance with CAS. However, our Consolidated Financial Statements require we
calculate our defined benefit plan costs (net periodic benefit income) in accordance with FAS requirements. The
difference between CAS pension cost and the service cost component of net periodic benefit income (“FAS pension
service cost”) is reflected in the “FAS/CAS operating adjustment,” which is included as a component of Unallocated
corporate department expense line item in Note 14: Business Segments in these Notes.
| Fiscal Year Ended | |||||
| (In millions) | January 3, 2025 | December 29, 2023 | December 30, 2022 | ||
| FAS pension service cost | $(36) | $(35) | $(46) | ||
| Less: CAS pension cost | (64) | (145) | (141) | ||
| FAS/CAS operating adjustment | 28 | 110 | 95 |
The non-service cost component of net periodic benefit income is included in the “Non-service FAS pension
income and other, net” line item in our Consolidated Statement of Operations. See Note 9: Retirement Benefits in
these Notes for additional information regarding our defined benefit plans and composition of net periodic benefit
income.
R&D — Company-funded R&D costs are expensed as incurred and are included in the “General and
administrative expenses” line item in our Consolidated Statement of Operations. These costs were $515 million,
$480 million and $603 million in fiscal 2024, 2023, and 2022, respectively.
Customer-funded R&D costs are incurred pursuant to contractual arrangements, principally U.S. Government-
sponsored contracts requiring us to provide a product or service meeting certain defined performance or other
specifications (such as designs), and such contractual arrangements are accounted for principally by the POC cost-
to-cost revenue recognition method. Customer-funded R&D is included in the “Revenue” and “Cost of revenue” line
items in our Consolidated Statement of Operations.
Recent Accounting Pronouncements — In November 2023, the Financial Accounting Standards Board
(“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to
Reportable Segment Disclosures (“ASU 2023-07”) which requires additional segment disclosures on an annual and
interim basis, including significant segment expenses that are regularly provided to the chief operating decision
maker. The standard does not change how operating segments and reportable segments are determined. ASU
2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim reporting periods
beginning after December 15, 2024 and is required to be applied retrospectively to all periods presented in the
consolidated financial statements. We adopted this standard in fiscal 2024 and applied the provisions to our
business segment disclosure. See Note 14: Business Segments in these Notes for further information. The adoption
of 2023-07 did not have any impact on our operating results, financial position, or cash flows.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax
Disclosures (“ASU 2023-09”) which requires disaggregated income tax disclosures on an annual basis, including
information on our effective income tax rate reconciliation and income taxes paid. ASU 2023-09 is effective for
annual reporting periods beginning after December 15, 2024, and may be applied prospectively or retrospectively.
We are evaluating the impact of ASU 2023-09 and expect the standard will only impact our income taxes
disclosures with no material impact on our operating results, financial position, or cash flows.
In March 2024, the SEC issued SEC Release Nos. 33-11275 and 34-99678, The Enhancement and
Standardization of Climate-Related Disclosures for Investors, which requires climate-related disclosures in annual
reports and registration statements. In April 2024, the SEC released an order staying this final rule pending judicial
review of all the petitions challenging the rule. If enacted, the rule would require disclosure of material climate-
related risks, our governance and risk management of climate-related risks and any material climate-related targets
or goals, greenhouse gas emissions as well as disclosure of the financial statement effects, such as costs and losses
resulting from severe weather events and other natural conditions. We are evaluating the impact of the rule and
related litigation on our disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—
Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU
2024-03”) which requires disclosure, in the notes to financial statements, of specified information about certain
costs and expenses included in each expense caption on the face of the income statement at interim and annual
reporting periods. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and
interim reporting periods beginning after December 15, 2027, and should be applied either prospectively to financial
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statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior
periods presented in the financial statements. We are evaluating the impact of ASU 2024-03 and expect the
standard will only impact our disclosures with no material impact on our operating results, financial position, or cash
flows.
NOTE 2: EARNINGS PER SHARE
The weighted average number of shares outstanding used to compute basic and diluted EPS are as follows:
| Fiscal Year Ended | |||||
| (In millions, except per share amounts) | January 3, 2025 | December 29, 2023 | December 30, 2022 | ||
| Basic weighted-average common shares outstanding | 189.8 | 189.6 | 191.8 | ||
| Impact of dilutive share-based awards | 0.9 | 1.0 | 1.7 | ||
| Diluted weighted-average common shares outstanding | 190.7 | 190.6 | 193.5 |
Diluted EPS excludes the antidilutive impact of 3.3 million, 3.7 million and 0.3 million weighted average share-
based awards outstanding in fiscal 2024, 2023 and 2022, respectively.
NOTE 3: CONTRACT ASSETS AND CONTRACT LIABILITIES
Contract assets and contract liabilities are summarized below:
| (In millions) | January 3, 2025 | December 29, 2023 | |
| Contract assets | $3,230 | $3,196 | |
| Contract liabilities, current | (2,142) | (1,900) | |
| Contract liabilities, non-current(1) | (91) | (94) | |
| Net contract assets | $997 | $1,202 |
(1)The non-current portion of contract liabilities is included as a component of the “Other long-term liabilities” line item in our Consolidated
Balance Sheet.
Contract assets and liabilities as of January 3, 2025 and December 29, 2023 were impacted primarily by the
timing of contractual billing milestones. In fiscal 2024, 2023 and 2022, we recognized $1,433 million, $1,247
million and $1,057 million, respectively, of revenue related to contract liabilities that were outstanding at the end of
the respective prior fiscal year.
NOTE 4: INVENTORIES, NET
Inventories, net are summarized below:
| (In millions) | January 3, 2025 | December 29, 2023 | |
| Finished products | $211 | $217 | |
| Work in process | 332 | 427 | |
| Materials and supplies | 787 | 828 | |
| Inventories, net | $1,330 | $1,472 |
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NOTE 5: PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net, are summarized below:
| (In millions) | January 3, 2025 | December 29, 2023 | |
| Land | $182 | $184 | |
| Software capitalized for internal use | 795 | 716 | |
| Buildings | 1,633 | 1,605 | |
| Machinery and equipment | 3,032 | 2,816 | |
| 5,642 | 5,321 | ||
| Less: accumulated depreciation and amortization | (2,836) | (2,459) | |
| Property, plant and equipment, net | $2,806 | $2,862 |
Depreciation and amortization expense related to property, plant and equipment was $429 million, $389 million
and $342 million in fiscal 2024, 2023 and 2022, respectively.
There were no impairments of property, plant and equipment in fiscal 2024, 2023 or 2022.
NOTE 6: GOODWILL AND INTANGIBLE ASSETS
Goodwill
Changes in the carrying amount of goodwill, by business segment, were as follows:
| (In millions) | SAS | IMS | CS | AR | Total | ||||
| Balance at December 30, 2022 | $5,778 | $7,709 | $3,796 | ** | $17,283 | ||||
| Reallocation of goodwill in business realignment | 327 | (327) | — | — | — | ||||
| Goodwill increase from acquisitions(1) | — | — | 1,143 | 2,365 | 3,508 | ||||
| Goodwill decrease from divestitures | (9) | — | — | — | (9) | ||||
| Assets of business held for sale | — | (534) | — | — | (534) | ||||
| Impairment of goodwill | — | (296) | — | — | (296) | ||||
| Currency translation adjustments | 14 | 12 | 1 | — | 27 | ||||
| Balance at December 29, 2023 | 6,110 | 6,564 | 4,940 | 2,365 | 19,979 | ||||
| Goodwill from AJRD acquisition | — | — | — | 537 | 537 | ||||
| Goodwill decrease from divestitures(2) | (79) | — | — | (50) | (129) | ||||
| Impairment of goodwill | (14) | — | — | — | (14) | ||||
| Currency translation adjustments | (18) | (28) | (2) | — | (48) | ||||
| Balance at January 3, 2025 | $5,999 | $6,536 | $4,938 | $2,852 | $20,325 |
**Our AR segment, which is also the AR reporting unit, was established in connection with the AJRD acquisition and consists of assets,
liabilities and operations assumed. As such, there is no comparable prior year information. See Note 13: Acquisitions and Divestitures in
these Notes for further information.
(1)CS: Goodwill recognized in connection with the TDL acquisition is included in our Broadband reporting unit within our CS segment. AR:
Goodwill recognized in connection with the AJRD acquisition is included within the AR Reporting unit, which is also our AR segment.
(2)SAS: Goodwill (net of impairment) derecognized in connection with the Antenna disposal group divestiture. See discussion under “Goodwill
Impairments" below. AR: Goodwill derecognized in connection with the AOT disposal group divestiture. See Note 13: Acquisitions and
Divestitures in these Notes for further information.
At January 3, 2025 and December 29, 2023, accumulated goodwill impairment losses totaled $80 million,
$1,126 million and $355 million in our SAS, IMS, and CS segments, respectively. There are no accumulated
impairment losses in our AR segment.
Reallocation of Goodwill in Business Realignments. To better align our businesses, we adjusted our reporting
within our business segments and goodwill reporting units as follows:
Fiscal 2024. We realigned our Electro Optical and Maritime sectors in our IMS segment, which are also reporting
units, splitting Electro Optical into two sectors, Global Optical Systems and Defense Electronics, and moving one
Electro Optical business to the Maritime sector. Global Optical Systems and Defense Electronics represent one
reporting unit. Immediately before and after the realignment, we performed a quantitative impairment assessment
under our former and new reporting unit structure. These assessments indicated no impairment existed either
before or after the realignment.
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Fiscal 2023. We transferred our Agile Development Group (“ADG”) business (a reporting unit) from our IMS
segment to our SAS segment (also a reporting unit). In connection with the realignment, we reduced our reporting
units from nine to eight as the ADG reporting unit and all $327 million of associated goodwill was absorbed by our
existing SAS reporting unit given the economic similarities of the two reporting units. Immediately before the
realignment, we performed a qualitative impairment assessment over our SAS reporting unit and a quantitative
impairment assessment over our ADG reporting unit. Immediately after the realignment, we performed a
quantitative impairment assessment over the SAS reporting unit. These assessments indicated no impairment
existed either before or after the realignment.
Goodwill Impairments. We assess goodwill for impairment annually or under certain circumstances more
frequently, such as when events or circumstances indicate there may be impairment.
Fiscal 2024. As described in more detail in Note 13: Acquisitions and Divestitures in these Notes, during the
quarter ended June 28, 2024, we completed the divestiture of Antenna disposal group. As the Antenna disposal
group represents the disposal of a portion of the SAS reporting unit, which is also the SAS segment, we assigned $93
million of goodwill to the Antenna disposal group on a relative fair value basis. In connection with the preparation of
our financial statements for the quarter and two quarters ended June 28, 2024, we performed a quantitative
impairment assessment on goodwill assigned to the Antenna disposal group and a qualitative impairment
assessment on the goodwill assigned to the retained businesses of the reporting unit. As a result of these tests, we
determined that the fair value of the Antenna disposal group was below its carrying value and accordingly recorded a
non-cash charge for impairment of $14 million included in the “Impairment of goodwill and other assets” line item
in our Consolidated Statement of Operations.
F**iscal 2023. As described in more detail in Note 13: Acquisitions and Divestitures in these Notes, during the
quarter ended December 29, 2023, we entered into a definitive agreement to sell our CAS disposal group, which
includes both the CTS and Commercial Aviation reporting units. As of November 27, 2023, the date of the
agreement, the fair value less costs to sell the CAS disposal group was $834 million, inclusive of considerations
related to noncontrolling interest and accumulated other comprehensive income.
In connection with the preparation of our financial statements for fiscal 2023, we evaluated the facts and
circumstances which impacted the agreed upon selling price of the CAS disposal group and identified interim
indicators of impairment within both reporting units subsequent to our annual impairment testing date of October 2,
- Specifically, supply chain-related operational challenges which negatively impact cash flows over the short-
term forecast period were assessed in combination with our long-term portfolio shaping strategy to dispose of non-
core businesses. As a result, we performed quantitative impairment tests for both reporting units as of
November 27, 2023, utilizing an income approach aligned to market prices for the two reporting units, as specified
in the definitive agreement. As a result of these tests, we determined that the fair value of the CTS reporting unit was
above carrying value, while the fair value of the Commercial Avionics reporting unit was below its carrying value, and
concluded goodwill related to the Commercial Aviation reporting unit was impaired. Therefore we recorded a non-
cash charge for impairment of $296 million associated with the Commercial Aviation reporting unit in the
“Impairment of goodwill and other assets” line item in our Consolidated Statement of Operations.
The carrying amounts of the CAS disposal group assets (including $534 million of goodwill) and liabilities were
classified as held for sale in our Consolidated Balance Sheet at December 29, 2023.
Fiscal 2022. During fiscal 2022, we determined that goodwill related to our Broadband, ADG and Electro Optical
reporting units was impaired and we recorded non-cash impairment charges of $355 million, $313 million and $134
million, respectively, in the “Impairment of goodwill and other assets” line item in our Consolidated Statement of
Operations. See Note 9: Goodwill in our Fiscal 2022 Form 10-K for further information on our fiscal 2022 goodwill
impairments.
_____________________________________________________________________
Intangible Assets
Intangible assets, net, are summarized below:
| January 3, 2025 | December 29, 2023 | ||||||||||
| (In millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||
| Customer relationships | $8,817 | $(3,470) | $5,347 | $8,892 | $(2,733) | $6,159 | |||||
| Developed technologies | 849 | (482) | 367 | 856 | (413) | 443 | |||||
| Trade names | 185 | (64) | 121 | 185 | (50) | 135 | |||||
| Other, including contract backlog | 3 | (2) | 1 | 4 | (4) | — | |||||
| Total finite-lived intangible assets | 9,854 | (4,018) | 5,836 | 9,937 | (3,200) | 6,737 | |||||
| Trade name — indefinite-lived | 1,803 | — | 1,803 | 1,803 | — | 1,803 | |||||
| Total intangible assets, net | $11,657 | $(4,018) | $7,639 | $11,740 | $(3,200) | $8,540 |
Amortization expense for intangible assets was $853 million, $779 million and $605 million in fiscal 2024, 2023
and 2022, respectively.
Future estimated amortization expense for intangible assets is as follows:
| (In millions) | |
| 2025 | $768 |
| 2026 | 671 |
| 2027 | 562 |
| 2028 | 489 |
| 2029 | 433 |
| Thereafter | 2,913 |
| Total | $5,836 |
In-process R&D Impairment. During fiscal 2023, we closed a facility, which triggered an evaluation of the in-
process R&D related to the operations of the closed facility for impairment. As a result, we recorded a $21 million
non-cash charge for the impairment of in-process R&D intangible assets which is included in the “Impairment of
goodwill and other assets” line item in our Consolidated Statement of Operations for fiscal 2023.
NOTE 7: INCOME TAXES
Income Tax Provision
Our provisions for current and deferred income taxes are as follows:
| Fiscal Year Ended | |||||
| (In millions) | January 3, 2025 | December 29, 2023 | December 30, 2022 | ||
| Current: | |||||
| United States | $(166) | $328 | $633 | ||
| International | 72 | 50 | 82 | ||
| State and local | 5 | 66 | 98 | ||
| Total current income taxes | (89) | 444 | 813 | ||
| Deferred: | |||||
| United States | 244 | (380) | (523) | ||
| International | (34) | 10 | (61) | ||
| State and local | (36) | (51) | (17) | ||
| Total deferred income taxes | 174 | (421) | (601) | ||
| Total income taxes | $85 | $23 | $212 |
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A reconciliation of the U.S. statutory income tax rate to our effective income tax rate is as follows:
| Fiscal Year Ended | |||||
| (In millions) | January 3, 2025 | December 29, 2023 | December 30, 2022 | ||
| U.S. statutory income tax rate | 21.0% | 21.0% | 21.0% | ||
| State taxes | 2.1 | 1.4 | 2.2 | ||
| International income | 0.4 | — | — | ||
| Non-deductible goodwill impairment | — | 3.6 | 14.2 | ||
| R&D tax credit | (10.4) | (12.5) | (13.0) | ||
| FDII deduction | (2.1) | (4.4) | (5.1) | ||
| Changes in valuation allowance | (2.3) | 0.2 | 0.1 | ||
| Impact of divestitures and reorganizations | 1.2 | (8.5) | (1.3) | ||
| Share-based compensation(1) | (0.6) | 0.2 | (0.2) | ||
| Settlement of tax audits | (3.4) | (1.1) | (0.7) | ||
| Other items | (0.6) | 2.0 | (0.5) | ||
| Effective income tax rate | 5.3% | 1.9% | 16.7% |
(1)Includes non-deductible share-based compensation and excess tax benefits from share-based compensation.
As of January 3, 2025, we estimate our outside basis difference in foreign subsidiaries that are considered
indefinitely reinvested to be approximately $1.5 billion. The outside basis difference is comprised predominantly of
purchase accounting adjustments and to a lesser extent, undistributed earnings and other equity adjustments. In
the event of a disposition of the foreign subsidiaries or a distribution, we may be subject to incremental U.S. income
taxes, subject to an adjustment for foreign tax credits, and withholding taxes or income taxes payable to the foreign
jurisdictions. As of January 3, 2025, the determination of the amount of unrecognized deferred tax liability related to
the outside basis difference is not practicable.
Purchase of Tax Credits
Section 6418 of the Internal Revenue Code permits, in certain circumstances, the sale of federal income tax
credits generated from renewable and alternative energy sources. During the year ended January 3, 2025, we
entered into a binding agreement for the purchase of tax credits totaling $200 million for the 2024 tax year for a net
purchase price of $191 million, allowing us to reduce our 2024 federal income taxes payable by the $200 million.
We have recorded a liability to the seller for the amount owed in the “Other current liabilities” line of the
Consolidated Balance Sheet. We have recorded an income tax benefit of $9 million for the difference between the
amount paid or to be paid to the seller and the reduction to our taxes payable in the “Income taxes” line of the
Consolidated Statement of Operations.
_____________________________________________________________________
Deferred Income Tax Assets (Liabilities)
The components of deferred income tax assets (liabilities) were as follows:
| (In millions) | January 3, 2025 | December 29, 2023 | |
| Deferred tax assets, net: | |||
| Accruals | $396 | $334 | |
| Tax loss and credit carryforwards(1) | 249 | 211 | |
| Operating lease obligation | 212 | 243 | |
| Capitalized research and experimental expenditures | 1,694 | 1,125 | |
| Other | 461 | 380 | |
| Valuation allowance(2) | (238) | (240) | |
| Deferred tax assets, net | 2,774 | 2,053 | |
| Deferred tax liabilities: | |||
| Property, plant and equipment | (216) | (252) | |
| Acquired intangibles | (1,974) | (2,143) | |
| Operating lease ROU asset | (188) | (219) | |
| Deferred revenue on long-term contracts(3) | (913) | — | |
| Other | (305) | (163) | |
| Deferred tax liabilities | (3,596) | (2,777) | |
| Net deferred tax liabilities | $(822) | $(724) |
(1)At January 3, 2025, primarily includes operating loss and credit carryforwards of $81 million and $165 million, respectively, which have
expiration dates ranging from less than one year to no expiration date. A significant portion of the carryforwards are either indefinite or begin
expiring in 2035.
(2)Valuation allowance established to offset certain domestic and foreign deferred tax assets due to the uncertainty regarding our ability to
realize these assets in the future. The net change in our valuation allowance in fiscal 2024 and 2023 was a decrease of $2 million and
$3 million, respectively.
(3)Based on recent IRS guidance, we made a method change to defer taxable income for long-term contracts accounted for under the POC
cost-to-cost method that include deferred R&D expenses, resulting in a $913 million reduction in our current income taxes (current payable)
and corresponding increase to our deferred income taxes (deferred tax liability).
Net deferred tax assets (liabilities) were classified as follows in our Consolidated Balance Sheet:
| (In millions) | January 3, 2025 | December 29, 2023 | |
| Deferred income tax assets | $120 | $91 | |
| Deferred income tax liabilities | (942) | (815) | |
| Net deferred tax liabilities | $(822) | $(724) |
Income before income taxes of our international subsidiaries was $191 million, $205 million and $95 million in
fiscal 2024, 2023 and 2022, respectively.
We paid $102 million, $715 million and $309 million in income taxes, net of refunds received, in fiscal 2024,
2023 and 2022, respectively.
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Tax Uncertainties
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
| Fiscal Year Ended | |||||
| (In millions) | January 3, 2025 | December 29, 2023 | December 30, 2022 | ||
| Balance at beginning of fiscal year | $652 | $613 | $587 | ||
| Additions based on tax positions taken during current period | 120 | 99 | 124 | ||
| Additions based on tax positions taken during prior period | 23 | 8 | 4 | ||
| Additions from tax positions related to acquired entities | 92 | 86 | — | ||
| Decreases based on tax positions taken during prior period | (113) | (133) | (76) | ||
| Decreases from lapse in statutes of limitations | (9) | (11) | (6) | ||
| Decreases from settlements | (7) | (10) | (20) | ||
| Balance at end of fiscal year(1) | $758 | $652 | $613 |
(1)Includes unrecognized tax benefits that would favorably impact our future tax rates in the event that the tax benefits are eventually
recognized of $666 million and $509 million at January 3, 2025 and December 29, 2023, respectively.
We recognize accrued interest and penalties related to unrecognized tax benefits in our income tax provision. In
fiscal 2024, 2023 and 2022, we recognized $29 million, $20 million and $12 million, respectively. At January 3,
2025 and December 29, 2023, accrued interest and penalties related to unrecognized tax benefits was $109 million
and $80 million, respectively, which is included in the “Other long-term liabilities” line item in our Consolidated
Balance Sheet.
We file numerous separate and consolidated income tax returns reporting our financial results and, where
appropriate, those of our subsidiaries and affiliates, in the U.S. federal jurisdiction and various state, local and
foreign jurisdictions. Pursuant to the Compliance Assurance Process, the Internal Revenue Service (“IRS”) is
examining our federal tax returns for fiscal 2021, 2022, and 2023. Legacy L3’s federal tax returns for calendar years
2017 and 2018 are currently under IRS examination and refund claims related to calendar years 2012, 2013, 2015
and 2016 have been filed with the IRS. In addition, legacy AJRD refund claims related to calendar year 2019 and
2020 have been filed with the IRS.
We are currently under examination or contesting proposed adjustments by various state and international tax
authorities for fiscal years ranging from 2013 through 2022. It is reasonably possible that there could be a
significant change to our unrecognized tax benefit balance during the course of the next twelve months as these
examinations continue, other tax examinations commence or various statutes of limitations expire. An estimate of
the range of possible changes is not practicable for the remaining unrecognized tax benefits because of the
significant number of jurisdictions in which we do business and the number of open tax periods under various stages
of examination.
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NOTE 8: DEBT AND CREDIT ARRANGEMENTS
Long-Term Debt
Long-term debt, net, is summarized below:
| (In millions) | January 3, 2025 | December 29, 2023 | |
| Variable-rate debt: | |||
| Term Loan 2025 | $— | $2,250 | |
| Fixed-rate debt:(1) | |||
| 3.95% 2024 Notes | — | 350 | |
| 3.832% notes, due April 2025(2)(3) | 600 | 600 | |
| 7.00% debentures, due January 2026(4) | 100 | 100 | |
| 3.85% notes, due December 2026(2) | 550 | 550 | |
| 5.40% notes, due January 2027 (“5.40% 2027 Notes”)(2)(3)(5) | 1,250 | 1,250 | |
| 6.35% debentures, due February 2028(2) | 26 | 26 | |
| 4.40% notes, due June 2028(2)(3) | 1,850 | 1,850 | |
| 5.05% notes, due June 2029 (“5.05% 2029 Notes”)(2)(3) | 750 | — | |
| 2.90% notes, due December 2029(2) | 400 | 400 | |
| 1.80% notes, due January 2031(2)(3) | 650 | 650 | |
| 5.25% notes, due June 2031 (“5.25% 2031 Notes”)(2)(3) | 750 | — | |
| 5.40% notes, due July 2033 (“5.40% 2033 Notes”)(2)(3)(5) | 1,500 | 1,500 | |
| 5.35% notes, due June 2034 (“5.35% 2034 Notes”)(2)(3) | 750 | — | |
| 4.854% notes, due April 2035(2)(3) | 400 | 400 | |
| 6.15% notes, due December 2040(2)(3) | 300 | 300 | |
| 5.054% notes, due April 2045(2)(3) | 500 | 500 | |
| 5.60% notes, due July 2053 (“5.60% 2053 Notes”)(2)(3)(5) | 500 | 500 | |
| 5.50% notes, due August 2054 (“5.50% 2054 Notes”)(2)(3) | 600 | — | |
| Total variable and fixed-rate debt | 11,476 | 11,226 | |
| Financing lease obligations and other debt | 288 | 300 | |
| Long-term debt, including the current portion of long-term debt | 11,764 | 11,526 | |
| Plus: unamortized bond premium | 38 | 51 | |
| Less: unamortized discounts and issuance costs | (81) | (54) | |
| Long-term debt, including the current portion of long-term debt, net | 11,721 | 11,523 | |
| Less: current portion of long-term debt, net | (640) | (363) | |
| Total long-term debt, net | $11,081 | $11,160 |
(1)All fixed-rate notes and debentures rank equally in right of payment.
(2)We may redeem these notes, in whole or in part, at our option, at a pre-determined redemption price pursuant to their terms prior to the
applicable maturity date.
(3)Upon change of control combined with a below-investment-grade rating event, we may be required to make an offer to repurchase these
notes at a pre-determined price pursuant to their terms.
(4)The debentures are not redeemable prior to maturity.
(5)Collectively, the “AJRD Notes.”
The maturities of long-term debt, including the current portion of long-term debt and excluding finance lease
obligations, for the five years following the end of fiscal 2024 and, in total thereafter, are: $610 million in fiscal
2025; $659 million in fiscal 2026; $1,254 million in fiscal 2027; $1,880 million in fiscal 2028; $1,154 million in
fiscal 2029; and $5,973 million thereafter.
*Long-*Term Debt Issuances. On March 13, 2024, we closed the issuance and sale of March Issued 2024 Notes.
The March Issued 2024 Notes were used to repay Term Loan 2025, including related fees and expenses, which had
an outstanding balance of $2.25 billion at December 29, 2023. Interest on the March Issued 2024 Notes is payable
semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2024.
_____________________________________________________________________
On August 2, 2024, we closed the issuance and sale of $600 million aggregate principal amount of the 5.50%
2054 Notes, and used the net proceeds to repay borrowings under our CP Program. Interest on the 5.50% 2054
Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing on February 15,
We incurred debt issuance costs of $20 million and $7 million for the March Issued 2024 Notes and 5.50%
2054 Notes, respectively, which are being amortized over the life of each respective note. Such amortization is
included as a component of the “Interest expense, net” line item in our Consolidated Statement of Operations.
Long-Term Debt Repayments.
Fiscal 2024. On March 14, 2024, we repaid the entire outstanding $2.25 billion drawn on Term Loan 2025,
which at time of repayment had a variable interest rate of 6.7%, with proceeds from the issuance of the March
Issued 2024 Notes, which bear fixed interest rates between 5.05% and 5.35%. Additionally, during the quarter
ended June 28, 2024, we repaid the $350 million aggregate principal amount of our 3.95% 2024 Notes.
Fiscal 2023. On March 14, 2023, we repaid the entire outstanding $250 million aggregate principal amount of
our Floating Rate Notes due March 2023 through a $250 million draw on Term Loan 2025. On June 15, 2023, we
repaid the entire outstanding $800 million aggregate principal amount of our 3.85% 2023 Notes through cash on
hand and the issuance of commercial paper during fiscal 2023.
Commercial Paper Program
On January 26, 2024, we lowered the maximum amount available under our CP Program to $3.0 billion from
$3.9 billion in accordance with the terms of the CP Program. At January 3, 2025, our CP Program was supported by
amounts available under the 2022 Credit Agreement and the 2024 Credit Agreement.
The commercial paper notes are sold at par less a discount representing an interest factor or, if interest bearing,
at par, and the maturities vary but may not exceed 397 days from the date of issue. The commercial paper notes will
rank at least pari passu with all other unsecured and unsubordinated indebtedness.
At January 3, 2025 and December 29, 2023, we had $515 million and $1,599 million in outstanding notes under
our CP Program, respectively, which is included as a component of the “Short-term debt” line item in our
Consolidated Balance Sheet. The outstanding notes under our CP Program had a weighted-average interest rate of
4.70% and 5.95% at January 3, 2025 and December 29, 2023, respectively.
Fair Value of Debt
The following table presents the carrying amounts and estimated fair values of our long-term debt:
| January 3, 2025 | December 29, 2023 | ||||||
| (In millions) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||
| Term Loan 2025(1) | $— | $— | $2,250 | $2,250 | |||
| All other long-term debt, net (including current portion)(2) | 11,721 | 11,467 | 9,273 | 9,199 | |||
| Long-term debt, including the current portion of long-term debt, net | $11,721 | $11,467 | $11,523 | $11,449 |
(1)The carrying value of Term Loan 2025 approximates fair value due to its variable interest rate.
(2)The fair value was estimated using a market approach based on quoted market prices for our debt traded in the secondary market. If long-
term debt were measured at fair value in our consolidated balance sheet, it would be categorized as Level 2 within the fair value hierarchy.
The fair value of our short-term debt approximates the carrying value due to its short-term nature. If measured
at fair value, the commercial paper would be classified as level 2 and other short-term debt would be classified as
level 3 within the fair value hierarchy.
Credit Agreements
On January 26, 2024, we established a new $1.5 billion, 364-day senior unsecured revolving credit facility by
entering into a 364-day credit agreement maturing no later than January 24, 2025 with a syndicate of lenders. The
2024 Credit Agreement, which matured on January 24, 2025, replaced the 2023 Credit Agreement.
At our election, borrowings under the 2024 Credit Agreement, which were designated in U.S. Dollars, bore
interest at the sum of the term secured overnight financing rate or the Base Rate (as defined in the 2024 Credit
Agreement), plus an applicable margin that varied based on the ratings of our senior unsecured long-term debt
securities (“Senior Debt Ratings”). In addition to interest payable on the principal amount of indebtedness
_____________________________________________________________________
outstanding, we were required to pay a quarterly unused commitment fee that varied based on our Senior Debt
Ratings.
The 2024 Credit Agreement contained representations, warranties, covenants and events of default that are
substantially similar to the 2022 Credit Agreement which established a $2.0 billion, five-year senior unsecured
revolving credit facility.
At January 3, 2025, we had no outstanding borrowings under our credit facility, had available borrowing capacity
of $2,985 million, net of outstanding notes under our CP Program, and were in compliance with all covenants under
the 2024 Credit Agreement and the 2022 Credit Agreement.
At December 29, 2023, we had no outstanding borrowings under our credit facility, had available borrowing
capacity of $2,801 million, net of outstanding notes under our CP Program, and were in compliance with all
covenants under the 2023 Credit Agreement and the 2022 Credit Agreement.
Interest Paid
Total interest paid was $654 million, $489 million and $296 million in fiscal 2024, 2023 and 2022, respectively.
NOTE 9: RETIREMENT BENEFITS
Defined Contribution Plans
We sponsor numerous defined contribution savings plans, which allow our eligible employees to contribute a
portion of their pre-tax and/or after-tax income in accordance with specified guidelines. The plans include several
match contribution formulas which require us to match a percentage of the employee contributions up to certain
limits, generally totaling 6.0% of employee eligible pay. Matching contributions, net of forfeitures, charged to
expense were $276 million, $267 million and $226 million in fiscal 2024, 2023 and 2022, respectively.
Deferred Compensation Plans
We also sponsor certain non-qualified deferred compensation plans. The following table provides the fair value
of our deferred compensation plan investments and liabilities by category and by fair value hierarchy level:
| January 3, 2025 | December 29, 2023 | ||||||
| (In millions) | Total | Level 1 | Total | Level 1 | |||
| Assets | |||||||
| Deferred compensation plan assets:(1) | |||||||
| Equity and fixed income securities | $219 | $219 | $106 | $106 | |||
| Investments measured at NAV: | |||||||
| Corporate-owned life insurance | 41 | 37 | |||||
| Total fair value of deferred compensation plan assets | $260 | $143 | |||||
| Liabilities | |||||||
| Deferred compensation plan liabilities:(2) | |||||||
| Equity securities and mutual funds | $10 | $10 | $18 | $18 | |||
| Investments measured at NAV: | |||||||
| Common/collective trusts and guaranteed investment contracts | 357 | 274 | |||||
| Total fair value of deferred compensation plan liabilities | $367 | $292 |
(1)Represents diversified assets held in rabbi trusts primarily associated with our non-qualified deferred compensation plans, which are
measured at fair value and included in the “Other current assets” and “Other non-current assets” line items in our Consolidated Balance
Sheet. In fiscal 2024, we contributed $100 million to our rabbi trust assets.
(2)Primarily represents obligations to pay benefits under certain non-qualified deferred compensation plans, which we include in the
“Compensation and benefits” and “Other long-term liabilities” line items in our Consolidated Balance Sheet. Under these plans, participants
designate investment options (including stock and fixed-income funds), which serve as the basis for measurement of the notional value of
their accounts.
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Defined Benefit Plans
We sponsor various defined benefit pension plans for eligible employees in the U.S., Canada and United
Kingdom. Our largest plans are generally closed to new entrants. Benefits for most participants under the terms of
these plans are based on the employee’s years of service and compensation. We fund these plans as required by
statutory regulations and through voluntary contributions. Some of our employees also participate in other
postretirement defined benefit plans (“Other Benefits”) such as health care and life insurance plans. Our largest
defined benefit plan is the Consolidated Pension Plan, with 85% and 86% of total plan assets and PBO, respectively,
as of January 3, 2025.
During fiscal 2024, we reduced our defined benefit pension plan benefit obligations by approximately $333
million by purchasing group annuity policies and transferring approximately $333 million of pension plan assets to
an insurance company. There was no gain or loss as a result of this transaction.
Funded Status. The following table summarizes the funded status of our defined benefit plans:
| January 3, 2025 | December 29, 2023 | ||||||||||
| (In millions) | Pension | Other Benefits | Total | Pension | Other Benefits | Total | |||||
| Change in benefit obligation | |||||||||||
| PBO at beginning of fiscal year | $8,563 | $231 | $8,794 | $7,494 | $228 | $7,722 | |||||
| Service cost | 34 | 2 | 36 | 33 | 2 | 35 | |||||
| Interest cost | 394 | 10 | 404 | 386 | 11 | 397 | |||||
| Actuarial (gain) loss | (374) | (4) | (378) | 280 | (1) | 279 | |||||
| Benefits paid(1) | (967) | (22) | (989) | (568) | (23) | (591) | |||||
| Expenses paid | (19) | — | (19) | (34) | — | (34) | |||||
| Currency translation adjustment | (24) | (1) | (25) | 10 | — | 10 | |||||
| Acquisitions(2) | — | — | — | 960 | 14 | 974 | |||||
| Other | (12) | (1) | (13) | 2 | — | 2 | |||||
| PBO at end of fiscal year | $7,595 | $215 | $7,810 | $8,563 | $231 | $8,794 | |||||
| Change in plan assets | |||||||||||
| Plan assets at beginning of fiscal year | $8,595 | $265 | $8,860 | $7,411 | $242 | $7,653 | |||||
| Actual return on plan assets | 700 | 22 | 722 | 1,004 | 37 | 1,041 | |||||
| Employer contributions | 45 | 9 | 54 | 20 | 9 | 29 | |||||
| Benefits paid(1) | (967) | (22) | (989) | (568) | (23) | (591) | |||||
| Expenses paid | (19) | — | (19) | (34) | — | (34) | |||||
| Currency translation adjustment | (31) | — | (31) | 12 | — | 12 | |||||
| Acquisitions(2) | — | — | — | 749 | — | 749 | |||||
| Other | 2 | — | 2 | 1 | — | 1 | |||||
| Plan assets at end of fiscal year | $8,325 | $274 | $8,599 | $8,595 | $265 | $8,860 | |||||
| Funded status at end of fiscal year | $730 | $59 | $789 | $32 | $34 | $66 |
(1)Fiscal 2024 includes approximately $333 million associated with the purchase of group annuity policies and transfer of plan assets to an
insurance company. The transaction is reflected in this caption as settlement accounting had not been met.
(2)PBO assumed and plan assets acquired in the AJRD acquisition. Net defined benefit plan liability is included in our “Other long-term
liabilities” and “Compensation and benefits” line items in “Acquisition of AJRD” section of Note 13: Acquisitions and Divestitures*.*
Actuarial gains in the PBO as of January 3, 2025 were primarily the result of higher discount rates. Actuarial
losses in the PBO as of December 29, 2023 were primarily the result of lower discount rates.
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The following table summarizes amounts recognized in our Consolidated Balance Sheet:
| January 3, 2025 | December 29, 2023 | ||||||||||
| (In millions) | Pension | Other Benefits | Total | Pension | Other Benefits | Total | |||||
| Assets of business held for sale | $8 | $— | $8 | $4 | $— | $4 | |||||
| Other non-current assets | 873 | 113 | 986 | 193 | 96 | 289 | |||||
| Compensation and benefits | (12) | (6) | (18) | (12) | (7) | (19) | |||||
| Other long-term liabilities | (139) | (48) | (187) | (153) | (55) | (208) |
The following table summarizes pre-tax amounts recognized in the “Accumulated other comprehensive income
(loss)” line item in our Consolidated Balance Sheet:
| January 3, 2025 | December 29, 2023 | ||||||||||
| (In millions) | Pension | Other Benefits | Total | Pension | Other Benefits | Total | |||||
| Actuarial (gain) loss | $(245) | $(86) | $(331) | $162 | $(98) | $64 | |||||
| Net prior service (credit) cost | (144) | 2 | (142) | (157) | 4 | (153) | |||||
| Total recognized in accumulated other comprehensive income (loss), pre-tax | $(389) | $(84) | $(473) | $5 | $(94) | $(89) |
The following table provides information for our defined benefit plans with PBO in excess of plan assets:
| January 3, 2025 | December 29, 2023 | ||||||
| (In millions) | Pension | Other Benefits | Pension | Other Benefits | |||
| PBO | 154 | 55 | 226 | 62 | |||
| Fair value of plan assets | 3 | — | 60 | — |
Accumulated Benefit Obligation (“ABO”): The ABO for all defined benefit pension plans was $7,585 million and
$8,563 million at January 3, 2025 and December 29, 2023, respectively. The following table provides information
for our defined benefit plans with ABO in excess of plan assets:
| January 3, 2025 | December 29, 2023 | ||||||
| (In millions) | Pension | Other Benefits | Pension | Other Benefits | |||
| ABO | $153 | N/A | $225 | N/A | |||
| Fair value of plan assets | 3 | N/A | 60 | N/A |
_____________________________________________________________________
Net Periodic Benefit Income. We record the service cost component of net periodic benefit income in the “Cost
of revenue” and “General and administrative expenses” line items and the non-service cost components in the
“Non-service FAS pension income and other, net” line item in our Consolidated Statement of Operations.
The following table provides the components of net periodic benefit income and other amounts recognized in
other comprehensive income:
| Fiscal Year Ended | |||||||||||
| January 3, 2025 | December 29, 2023 | December 30, 2022 | |||||||||
| (In millions) | Pension | Other Benefits | Pension | Other Benefits | T o t a l | Pension | Other Benefits | ||||
| Net periodic benefit income | |||||||||||
| Operating | |||||||||||
| Service cost | $34 | $2 | $33 | $2 | $44 | $2 | |||||
| Non-operating | |||||||||||
| Interest cost | 394 | 10 | 386 | 11 | 220 | 7 | |||||
| Expected return on plan assets | (660) | (20) | (633) | (20) | (624) | (20) | |||||
| Amortization of net actuarial (gain) loss | (4) | (17) | (9) | (20) | 9 | (7) | |||||
| Amortization of prior service (credit) cost | (26) | 1 | (26) | 1 | (27) | 1 | |||||
| Non-service cost periodic benefit income | (296) | (26) | (282) | (28) | (422) | (19) | |||||
| Net periodic benefit income | $(262) | $(24) | $(249) | $(26) | $(378) | $(17) | |||||
| Other changes in plan assets and benefit obligations recognized in other comprehensive income | |||||||||||
| Net actuarial (gain) loss | $(414) | $(7) | $(90) | $(18) | $42 | $(34) | |||||
| Prior service (credit) cost | (14) | — | — | — | 8 | — | |||||
| Amortization of net actuarial gain (loss) | 4 | 17 | 9 | 20 | (9) | 7 | |||||
| Amortization of prior service credit (cost) | 26 | (1) | 26 | (1) | 27 | (1) | |||||
| Currency translation adjustment | 4 | — | — | — | 1 | — | |||||
| Total change recognized in other comprehensive income | (394) | 9 | (55) | 1 | 69 | (28) | |||||
| Total impact from net periodic benefit income and changes in other comprehensive income | $(656) | $(15) | $(304) | $(25) | $(309) | $(45) |
Assumptions. The following table presents the weighted-average assumptions used to determine the benefit
obligation:
| January 3, 2025 | December 29, 2023 | ||||||
| Pension**(1)** | Other Benefits | Pension | Other Benefits | ||||
| Discount rate | 5.46% | 5.38% | 4.91% | 4.87% | |||
| Rate of future compensation increase | 3.01% | N/A | 3.01% | N/A | |||
| Cash balance interest crediting rate | 4.50% | N/A | 4.50% | N/A |
(1)Key assumptions for our Consolidated Pension Plan include a discount rate of 5.49%, cash balance interest crediting rate of 4.50% and a
4.25% interest crediting rate for the frozen pension equity benefit.
_____________________________________________________________________
The following table presents the weighted-average assumptions used to determine net periodic benefit income:
| Fiscal Year Ended | |||||||||||
| January 3, 2025 | December 29, 2023 | December 30, 2022 | |||||||||
| Pension**(1)** | Other Benefits | Pension | Other Benefits | Pension | Other Benefits | ||||||
| Discount rate to determine service cost | 4.92% | 5.00% | 5.18% | 5.26% | 2.69% | 2.91% | |||||
| Discount rate to determine interest cost | 4.80% | 4.78% | 5.08% | 5.06% | 2.27% | 2.06% | |||||
| Expected return on plan assets | 7.45% | 7.50% | 7.46% | 7.50% | 7.44% | 7.50% | |||||
| Rate of future compensation increase | 3.01% | N/A | 3.01% | N/A | 3.01% | N/A | |||||
| Cash balance interest crediting rate | 4.50% | N/A | 4.00% | N/A | 3.50% | N/A |
(1)Key assumptions for our Consolidated Pension Plan include expected return on plan assets of 7.50%, which is being maintained at 7.50% for
fiscal 2025.
The expected long-term rate of return on plan assets reflects the expected returns for each major asset class in
which the plans invest, the weight of each asset class in the strategic allocation, the correlations among asset
classes and their expected volatilities. Our expected rate of return on plan assets is estimated by evaluating both
historical returns and estimates of future returns. Specifically, the determination of the expected long-term rate of
return takes into consideration: (1) the plan’s actual historical annual return on assets over the past 15-, 20- and 25-
year time periods, (2) historical broad market returns over long-term timeframes weighted by the plan’s strategic
allocation and (3) independent estimates of future long-term asset class returns, weighted by the plan’s strategic
allocation. Based on this approach, the long-term expected annual rate of return on assets is estimated at 7.50% for
fiscal 2025 for the U.S. defined benefit pension plans. The weighted average long-term expected annual rate of
return on assets for all defined benefit pension plans is estimated to be 7.45% for fiscal 2025.
The assumed composite rate of future increases in the per capita healthcare costs (the healthcare trend rate) is
8.23% for fiscal 2025, decreasing ratably to 4.53% by fiscal 2035.
Investment Policy. The investment strategy for managing defined benefit plan assets is to seek an optimal rate
of return relative to an appropriate level of risk. We manage substantially all defined benefit plan assets on a
commingled basis in a master investment trust. In making these asset allocation decisions, we take into account
recent and expected returns and volatility of returns for each asset class, the expected correlation of returns among
the different investments, as well as anticipated funding and cash flows. To enhance returns and mitigate risk, we
diversify our investments by strategy, asset class, geography and sector and engage a large number of managers to
gain broad exposure to the markets.
The following table provides the current strategic target asset allocation ranges by asset category:
| Target Asset Allocation | |||
| Equity investments | 30% | — | 45% |
| Fixed income investments | 30% | — | 50% |
| Alternative investments | 10% | — | 30% |
| Cash and cash equivalents | 0% | — | 10% |
_____________________________________________________________________
Fair Value of Plan Assets. The following is a description of the valuation techniques and inputs used to measure
fair value for major categories of investments as reflected in the table that follows such description:
- Domestic and international equities, which include common and preferred shares, domestic listed and
foreign listed equity securities, open-ended and closed-ended mutual funds, real estate investment trusts
and exchange traded funds, are generally valued at the closing price reported on the major market
exchanges on which the individual securities are traded at the measurement date. Because these assets are
traded predominantly on liquid, widely traded public exchanges, equity securities are categorized as Level 1
assets.
- Private equity funds are typically limited partnership investment structures. Private equity funds are valued
using a market approach based on NAV calculated by the funds and are not publicly available. Private equity
funds generally have liquidity restrictions that extend for ten or more years. At January 3, 2025 and
December 29, 2023, our defined benefit plans had future unfunded commitments totaling $539 million and
$550 million, respectively, related to private equity fund investments.
- Real asset funds are typically limited partnership investment structures. Real asset funds are valued using a
market approach based on NAV calculated by the funds and are not publicly available. Real asset funds
generally permit redemption on a quarterly basis with 90 or fewer days-notice. At each of January 3, 2025
and December 29, 2023, our defined benefit plans had no future unfunded commitments related to real
asset fund investments.
- Hedge funds, which include equity long/short, event-driven, fixed-income arbitrage and global macro
strategies, are typically limited partnership investment structures. Limited partnership interests in hedge
funds are valued using a market approach based on NAV calculated by the funds and are not publicly
available. Hedge funds generally permit redemption on a quarterly or more frequent basis with 90 or fewer
days’ notice. At each of January 3, 2025 and December 29, 2023, our defined benefit plans had no future
unfunded commitments related to hedge fund investments.
- Fixed income investments, which include U.S. Government securities, investment and non-investment-
grade corporate bonds and securitized bonds, are generally valued using pricing models that use verifiable,
observable market data such as interest rates, benchmark yield curves and credit spreads, bids provided by
brokers or dealers or quoted prices of securities with similar characteristics. Fixed income investments are
generally categorized as Level 2 assets. Fixed income funds valued at the closing price reported on the
major market exchanges on which the individual fund is traded are categorized as Level 1 assets.
- Cash and cash equivalents are primarily comprised of short-term money market funds valued at cost, which
approximates fair value, or valued at quoted market prices of identical instruments. Cash and cash
equivalents currency are categorized as Level 1 assets; cash equivalents, such as money market funds or
short-term commingled funds, are categorized as Level 2 assets.
- Certain investments that are valued using the NAV per share (or its equivalent) as a practical expedient are
not categorized in the fair value hierarchy and are included in the table to permit reconciliation of the fair
value hierarchy to the aggregate defined benefit plan assets.
_____________________________________________________________________
The following tables provide the fair value of plan assets held by our defined benefit plans by asset category
and by fair value hierarchy level:
| January 3, 2025 | |||||||
| (In millions) | Total | Level 1 | Level 2 | Level 3 | |||
| Asset category | |||||||
| Equities: | |||||||
| Domestic equities | $1,048 | $1,048 | $— | $— | |||
| International equities | 968 | 968 | — | — | |||
| Real estate investment trusts | 186 | 186 | — | — | |||
| Fixed income: | |||||||
| Corporate bonds | 1,685 | — | 1,642 | 43 | |||
| Government securities | 698 | — | 698 | — | |||
| Securitized assets | 79 | — | 79 | — | |||
| Fixed income funds | 132 | 4 | 128 | — | |||
| Cash and cash equivalents | 498 | 14 | 484 | — | |||
| Other | 53 | — | — | 53 | |||
| Total | 5,347 | $2,220 | $3,031 | $96 | |||
| Investments measured at NAV: | |||||||
| Equity funds | 1,389 | ||||||
| Fixed income funds | 106 | ||||||
| Hedge funds | 219 | ||||||
| Private equity funds | 1,127 | ||||||
| Real asset funds | 323 | ||||||
| Other | 2 | ||||||
| Total investments measured at NAV | 3,166 | ||||||
| Receivables, net | 86 | ||||||
| Total fair value of plan assets | $8,599 |
| December 29, 2023 | |||||||
| (In millions) | Total | Level 1 | Level 2 | Level 3 | |||
| Asset category | |||||||
| Equities: | |||||||
| Domestic equities | $1,294 | $1,294 | $— | $— | |||
| International equities | 1,138 | 1,138 | — | — | |||
| Real estate investment trusts | 214 | 214 | — | — | |||
| Fixed income: | |||||||
| Corporate bonds | 1,457 | — | 1,331 | 126 | |||
| Government securities | 485 | — | 485 | — | |||
| Securitized assets | 164 | — | 164 | — | |||
| Fixed income funds | 137 | 4 | 133 | — | |||
| Cash and cash equivalents | 545 | 18 | 527 | — | |||
| Other | 61 | — | — | 61 | |||
| Total | 5,495 | $2,668 | $2,640 | $187 | |||
| Investments measured at NAV: | |||||||
| Equity funds | 1,529 | ||||||
| Fixed income funds | 3 | ||||||
| Hedge funds | 396 | ||||||
| Private equity funds | 1,019 | ||||||
| Real asset funds | 379 | ||||||
| Other | 2 | ||||||
| Total investments measured at NAV | 3,328 | ||||||
| Receivables, net | 37 | ||||||
| Total fair value of plan assets | $8,860 |
_____________________________________________________________________
Contributions. Funding requirements under IRS rules are a major consideration in making contributions to our
defined benefit plans. With respect to U.S. qualified pension plans, we intend to contribute annually not less than the
required minimum funding thresholds.
The Employee Retirement Income Security Act of 1974, as amended by the Pension Protection Act of 2006 and
further amended by the Worker, Retiree, and Employer Recovery Act of 2008, the Moving Ahead for Progress in the
21st Century Act (“MAP-21”) and applicable Internal Revenue Code regulations mandate minimum funding
thresholds. The Highway and Transportation Funding Act of 2014, the Bipartisan Budget Act of 2015, the American
Rescue Plan Act of 2021 and the Infrastructure Investment and Jobs Act further extended the interest rate
stabilization provision of MAP-21. In fiscal 2024, we made approximately $30 million of contributions to our U.S.
qualified defined benefit pension plans. As a result of prior voluntary contributions, we made no material
contributions to our U.S. qualified defined benefit pension plans in fiscal 2023 or 2022. We expect to make
contributions of approximately $23 million to these plans during fiscal 2025, and may consider voluntary
contributions thereafter.
Estimated Future Benefit Payments. The following table provides the projected timing of payments for benefits
earned to date and benefits expected to be earned for future service by current active employees under our defined
benefit plans:
| (In millions) | Pension | Other Benefits(1) | Total | ||
| Fiscal Years: | |||||
| 2025 | $627 | $22 | $649 | ||
| 2026 | 613 | 21 | 634 | ||
| 2027 | 612 | 21 | 633 | ||
| 2028 | 608 | 20 | 628 | ||
| 2029 | 603 | 19 | 622 | ||
| 2030 — 2034 | 2,867 | 83 | 2,950 |
(1)Projected payments for Other Benefits reflect net payments from the Company, which include subsidies that reduce the gross payments by
less than 1%.
Multi-employer Benefit Plans
Certain of our businesses participate in multi-employer defined benefit pension plans. We make cash
contributions to these plans under the terms of collective-bargaining agreements that cover union employees based
on a fixed rate per hour of service worked by the covered employees. The risks of participating in these multi-
employer plans are different from single-employer plans in the following aspects: (1) assets contributed to the
multi-employer plan by one employer may be used to provide benefits to employees of other participating
employers, (2) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be
borne by the remaining participating employers and (3) if we choose to stop participating in some of our multi-
employer plans, we may be required to pay those plans an amount based on the underfunded status of the plan,
referred to as a withdrawal liability. Cash contributed and expenses recorded for our multi-employer plans were not
material in fiscal 2024, 2023 or 2022.
NOTE 10: SHARE-BASED COMPENSATION
At January 3, 2025, we had stock options and other share-based compensation outstanding under our 2024
Equity Incentive Plan, which was approved by our shareholders on April 19, 2024, as well as under employee equity
incentive plans assumed by L3Harris (collectively, the “L3Harris SIPs”). As part of our long-term incentive
compensation program, we have made awards to employees in the form of RSUs, PSUs and non-qualified stock
options under the L3Harris SIPs. We have also awarded RSUs in the form of deferred units to our non-employee
directors. We believe that share-based awards more closely align the interests of participants with those of
shareholders.
_____________________________________________________________________
The following table summarizes the share-based compensation expense recognized in the Consolidated
Statement of Operations:
| Fiscal Year Ended | |||||
| (In millions) | January 3, 2025 | December 29, 2023 | December 30, 2022 | ||
| Share-based compensation expense | $97 | $89 | $109 | ||
| Amounts recognized in our Consolidated Statement of Operations include: | |||||
| Cost of revenue | $14 | $16 | $19 | ||
| General and administrative expenses | 83 | 73 | 90 | ||
| Share-based compensation expense, before income taxes | 97 | 89 | 109 | ||
| Income taxes on share-based compensation expense | (20) | (19) | (27) | ||
| Share-based compensation expense, net of income taxes | $77 | $70 | $82 |
Share**-Based** Compensation Awards
As of January 3, 2025, a total of 21.2 million shares of common stock remained available under our L3Harris
SIPs for future issuance (excluding shares to be issued in respect of outstanding stock options, with each full-value
award (e.g., RSUs and PSUs) counting as 4.6 shares against the total remaining for future issuance). During fiscal
2024, we issued an aggregate of 1.3 million shares of common stock under the terms of our L3Harris SIPs, which is
net of shares withheld for tax purposes.
RSUs*.* RSUs granted under our L3Harris SIPs are not transferable until vested and the restrictions generally
lapse upon the achievement of continued employment (or board membership) over a specified time period.
The grant-date fair value of these awards was based on the closing price of our common stock on the grant date
and is amortized to compensation expense over the vesting period. At January 3, 2025, there were 582,326 RSUs
outstanding which were payable in shares.
The following table summarizes the activity of RSUs during fiscal 2024:
| (In thousands, except per unit amounts) | Units | Weighted-Average Grant-Date Price Per Unit | |
| RSUs outstanding at December 29, 2023 | 728 | $208.78 | |
| Granted | 158 | $211.95 | |
| Vested | (227) | $204.42 | |
| Forfeited | (77) | $210.18 | |
| RSUs outstanding at January 3, 2025 | 582 | $210.28 |
As of January 3, 2025, there was $57 million of total unrecognized compensation expense related to these
awards under our L3Harris SIPs. This expense is expected to be recognized over a weighted-average period of 1.41
years. The weighted-average grant-date price per unit was $211.95, $199.33 and $225.58 for awards granted in
fiscal 2024, 2023 and 2022, respectively. The total fair value of the awards that vested in fiscal 2024, 2023 and
2022 was $46 million, $44 million and $69 million, respectively.
PSUs. At January 3, 2025, all outstanding PSUs granted under our L3Harris SIPs are subject to performance
criteria, such as meeting predetermined operating income or earnings per share, return on invested capital targets
and market conditions, such as total shareholder return, for a three-year performance period. These awards also
generally vest after a three-year performance period. The final determination of the number of shares to be issued in
respect of an award is made by our Board or a committee thereof.
The grant-date fair value of awards with market conditions was determined based on a multifactor Monte Carlo
valuation model that simulates our stock price and TSR relative to other companies in the S&P 500, less a discount
to reflect the delay in payments of cash dividend-equivalents that are made only upon vesting. The fair value of
these awards is amortized to compensation expense over the performance period if achievement of the
performance measures is considered probable.
_____________________________________________________________________
The following table summarizes the activity of PSUs during fiscal 2024:
| (In thousands, except per unit amounts) | Units | Weighted-Average Grant-Date Price Per Unit | |
| PSUs outstanding at December 29, 2023 | 480 | $222.73 | |
| Granted | 172 | $230.09 | |
| Adjustment for achievement of performance measures | 8 | $195.07 | |
| Vested | (190) | $194.99 | |
| Forfeited | (45) | $233.38 | |
| PSUs outstanding at January 3, 2025 | 425 | $236.42 |
As of January 3, 2025, there was $35 million of total unrecognized compensation expense related to these
awards under our L3Harris SIPs. This expense is expected to be recognized over a weighted-average period of 1.52
years. The weighted-average grant-date price per unit was $230.09, $223.09 and $258.83 for awards granted in
fiscal 2024, 2023 and 2022, respectively. The total fair value of the awards that vested in fiscal 2024, 2023 and
2022 was $37 million, $42 million and $41 million, respectively.
Stock Options. Exercise prices for stock options, including performance stock options, that have been granted
under the L3Harris SIPs are equal to or greater than the fair market value of our common stock on the grant date,
using the closing stock price of our common stock. Stock options may be exercised for a period of ten years after the
date of grant, and stock options, other than performance stock options, generally become exercisable in
installments, which are typically 33.3% one year from the grant date, 33.3% two years from the grant date and
33.3% three years from the grant date. In certain instances, vesting and exercisability are also subject to
performance criteria.
The grant-date fair value of each stock option award was determined using the Black-Scholes-Merton option-
pricing model which used assumptions noted in the following table:
| Fiscal Year Ended | |||||
| January 3, 2025 | December 29, 2023 | December 30, 2022 | |||
| Expected dividends | 2.18% | 2.17% | 2.00% | ||
| Expected volatility | 25.29% | 28.60% | 29.09% | ||
| Risk-free interest rates | 3.80% - 4.64% | 3.48% - 4.27% | 1.63% - 4.27% | ||
| Expected term (years) | 5.06 | 5.04 | 5.02 |
Expected volatility over the expected term of the stock options is based on implied volatility from traded stock
options on our common stock and the historical volatility of our stock price. The expected term of the stock options
is based on historical observations of our common stock, considering average years to exercise for all stock options
exercised and average years to cancellation for all stock options canceled, as well as average years remaining for
vested outstanding stock options, which is calculated based on the weighted-average of these three inputs. The
risk-free interest rate for periods within the contractual life of the stock option is based on the U.S. Treasury yield
curve in effect at the time of grant.
_____________________________________________________________________
The following table summarizes the stock option activity during fiscal 2024:
| Shares (In thousands) | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Term (In years) | Aggregate Intrinsic Value (In millions) | ||||
| Stock options outstanding at December 29, 2023 | 3,251 | $169.53 | |||||
| Granted | 415 | $213.85 | |||||
| Exercised | (1,026) | $129.18 | |||||
| Forfeited or expired | (103) | $218.61 | |||||
| Stock options outstanding at January 3, 2025 | 2,537 | $191.09 | 5.70 | $55 | |||
| Stock options exercisable at January 3, 2025 | 1,902 | $183.03 | 4.72 | $55 |
The weighted-average grant-date fair value per share was $50.99, $54.63 and $53.66 for stock options granted
in fiscal 2024, 2023 and 2022, respectively. The total intrinsic value of stock options at the time of exercise was
$100 million, $23 million and $56 million for stock options exercised in fiscal 2024, 2023 and 2022, respectively.
The following table summarizes the unvested stock option activity during fiscal 2024:
| (In thousands, except per share amounts) | Shares | Weighted-Average Grant-Date Fair Value Per Share | |
| Unvested stock options at December 29, 2023 | 582 | $52.72 | |
| Granted | 415 | $50.99 | |
| Vested/forfeited, net | (362) | $50.59 | |
| Unvested stock options at January 3, 2025 | 635 | $52.54 |
As of January 3, 2025, there was $20 million of total unrecognized compensation expense related to unvested
stock options granted under our L3Harris SIPs. This expense is expected to be recognized over a weighted-average
period of 1.80 years. The total fair value of stock options that vested in fiscal 2024, 2023 and 2022 was $14 million,
$14 million and $42 million, respectively.
NOTE 11: LEASES
Our operating and finance leases primarily consist of real estate leases for office space, warehouses,
manufacturing, R&D facilities, telecommunication tower space and land and equipment leases.
Lease Costs. Components of lease costs included in our Consolidated Statement of Operations are as follows:
| Fiscal Year Ended | |||||
| (In millions) | January 3, 2025 | December 29, 2023 | December 30, 2022 | ||
| Operating lease cost | $164 | $163 | $151 | ||
| Short-term and equipment lease cost | 31 | 23 | 21 | ||
| Variable lease cost | 26 | 26 | 25 | ||
| Other, net(1) | 18 | 11 | 6 | ||
| Total lease cost | $239 | $223 | $203 |
(1) Consists of finance lease amortization and interest costs as well as sublease income.
See “Leases” section in Note 1: Significant Accounting Policies in these Notes for the line items in our
Consolidated Statement of Operations where our lease costs are presented.
_____________________________________________________________________
Balance Sheet Information. ROU assets and lease liabilities included in our Consolidated Balance Sheet are as
follows:
| (In millions) | January 3, 2025 | December 29, 2023 | |
| Operating Leases | |||
| Other non-current assets | $659 | $743 | |
| Assets of business held for sale | 25 | 20 | |
| Total operating lease assets | $684 | $763 | |
| Other current liabilities | $143 | $120 | |
| Other long-term liabilities | 601 | 705 | |
| Liabilities of business held for sale | 56 | 61 | |
| Total operating lease liabilities | $800 | $800 | $886 |
| Finance Leases | |||
| Property, plant and equipment | $234 | $243 | |
| Accumulated amortization | (36) | (25) | |
| Property, plant and equipment, net | 198 | 218 | |
| Assets of business held for sale | 4 | — | |
| Total finance lease assets | $202 | $218 | |
| Current portion of long-term debt, net | $31 | $8 | |
| Long-term debt, net | 203 | 243 | |
| Liabilities of business held for sale | 4 | — | |
| Total finance lease liabilities | $238 | $251 |
Supplemental Lease Information: Other supplemental lease information is as follows:
| Fiscal Year Ended | |||
| (In millions, except lease term and discount rate) | January 3, 2025 | December 29, 2023 | |
| Cash paid for amounts included in the measurement of lease liabilities | |||
| Net cash provided by operating activities - operating lease payments | $182 | $159 | |
| Assets obtained in exchange for new lease obligations | |||
| ROU assets obtained with operating leases | $96 | $144 | |
| Property, plant and equipment obtained with finance leases | 4 | 68 | |
| Weighted average remaining lease term (in years) | |||
| Operating leases | 7.59 | 8.30 | |
| Finance leases | 16.41 | 17.69 | |
| Weighted average discount rate | |||
| Operating leases | 3.72% | 3.86% | |
| Finance leases | 4.43% | 4.32% |
_____________________________________________________________________
Maturities of non-cancelable operating and finance lease liabilities at January 3, 2025 were as follows:
| (In millions) | Operating Leases | Finance Leases | |
| 2025 | $159 | $40 | |
| 2026 | 134 | 18 | |
| 2027 | 116 | 17 | |
| 2028 | 110 | 19 | |
| 2029 | 89 | 18 | |
| Thereafter | 314 | 208 | |
| Total future lease payments required(1) | 922 | 320 | |
| Less: imputed interest | 122 | 82 | |
| Total | $800 | $238 |
(1)On January 3, 2025, we had additional future payments on leases of $228 million that had not yet commenced. These leases will commence
between 2025 and 2026, and have lease terms of three to 15 years.
These commitments do not contain any material rent escalations, rent holidays, contingent rent, rent
concessions, leasehold improvement incentives or unusual provisions or conditions. We do not consider any
individual lease material to our operations.
_____________________________________________________________________
NOTE 12: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (“AOCI”)
The components of AOCI are summarized below:
| (In millions) | Foreign currency translation | Hedging derivatives | Pension and other postretirement benefits**(1)** | Total AOCI | |||
| Balance at December 29, 2023 | $(201) | $(65) | $68 | $(198) | |||
| Other comprehensive (loss) income, before reclassifications to earnings and income taxes | (60) | (12) | 431 | 359 | |||
| Income taxes | — | — | (108) | (108) | |||
| Other comprehensive (loss) income before reclassifications to earnings, net of income taxes | (60) | (12) | 323 | 251 | |||
| (Gains) losses reclassified to earnings, before income taxes(2) | (4) | 11 | (46) | (39) | |||
| Income taxes | — | — | 13 | 13 | |||
| (Gains) losses reclassified to earnings, net of income taxes | (4) | 11 | (33) | (26) | |||
| Other comprehensive (loss) income, net of income taxes | (64) | (1) | 290 | 225 | |||
| Balance at January 3, 2025 | $(265) | $(66) | $358 | $27 | |||
| Balance at December 30, 2022 | $(237) | $(79) | $28 | $(288) | |||
| Other comprehensive income, before reclassifications to earnings and income taxes | 36 | 14 | 95 | 145 | |||
| Income taxes | — | (4) | (24) | (28) | |||
| Other comprehensive income before reclassifications to earnings, net of income taxes | 36 | 10 | 71 | 117 | |||
| Losses (gains) reclassified to earnings, before income taxes(2) | — | 5 | (41) | (36) | |||
| Income taxes | — | (1) | 10 | 9 | |||
| Losses (gains) reclassified to earnings, net of income taxes | — | 4 | (31) | (27) | |||
| Other comprehensive income, net of income taxes | 36 | 14 | 40 | 90 | |||
| Balance at December 29, 2023 | $(201) | $(65) | $68 | $(198) | |||
| Balance at December 31, 2021 | $(118) | $(89) | $61 | $(146) | |||
| Other comprehensive loss, before reclassifications to earnings and income taxes | (124) | (10) | (33) | (167) | |||
| Income taxes | 5 | 2 | 7 | 14 | |||
| Other comprehensive loss before reclassifications to earnings, net of income taxes | (119) | (8) | (26) | (153) | |||
| Losses (gains) reclassified to earnings, before income taxes(2) | — | 22 | (9) | 13 | |||
| Income taxes | — | (4) | 2 | (2) | |||
| Losses (gains) reclassified to earnings, net of income taxes | — | 18 | (7) | 11 | |||
| Other comprehensive (loss) income, net of income taxes | (119) | 10 | (33) | (142) | |||
| Balance at December 30, 2022 | $(237) | $(79) | $28 | $(288) |
(1)See Note 9: Retirement Benefits in these Notes for further information.
(2)Losses (gains) reclassified to earnings are included in the “Revenue,” “Cost of revenue,” “Interest expense, net” and “Non-service FAS
pension income and other, net” line items in our Consolidated Statement of Operations.
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NOTE 13: ACQUISITIONS AND DIVESTITURES
Acquisition of Viasat’s TDL
On January 3, 2023, we completed the acquisition of TDL for a purchase price of $1,958 million. The acquisition
enhances our networking capability and provides access to the ubiquitous Link 16 waveform, better positioning us to
enable the DoD integrated architecture goal in JADC2.
On November 22, 2022, we established Term Loan 2025 with a syndicate of lenders, in part, to finance the
acquisition.
Net assets and results of operations of TDL are reflected in our financial results commencing on January 3,
2023, the acquisition date, and are reported within our CS segment, with the exception of acquired intangible
assets, which are recorded in our corporate headquarters.
We accounted for the acquisition of TDL using the acquisition method of accounting, which required us to
measure identifiable assets acquired and liabilities assumed in the acquiree at their fair values as of the acquisition
date, with the excess of the consideration transferred over those fair values recorded as goodwill.
As of the acquisition date, the fair value of consideration transferred consisted of the following:
| (In millions) | January 3, 2023 |
| Purchase price | $1,958 |
| Estimated net working capital and other adjustments | 15 |
| Cash consideration paid | 1,973 |
| Settlement of preexisting relationship(1) | 1 |
| Fair value of consideration transferred | $1,974 |
(1)Prior to the acquisition, we had a preexisting relationship with Viasat’s TDL business in the normal course of business. As of the acquisition
date, our CS segment had a receivable from Viasat’s TDL business with a fair value of $1 million that was settled in connection with the
acquisition.
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We determined the fair value of assets acquired and liabilities assumed by using available market information
and various valuation methods that require judgement related to estimates. Our preliminary fair value estimates and
assumptions to measure the assets acquired and liabilities assumed were subject to change as we obtained
additional information during the measurement period. We completed our accounting for the acquisition during the
fiscal year ended December 29, 2023. The following table summarizes the allocation of the fair value of
consideration transferred to assets acquired and liabilities assumed as of the acquisition date and the adjustments
recognized during the measurement period:
| (In millions) | Preliminary as of January 3, 2023 | Measurement Period Adjustments, Net**(1),(2)** | Final as of December 29, 2023 | ||
| Receivables | $28 | $— | $28 | ||
| Contract assets | 18 | 11 | 29 | ||
| Inventories, net | 164 | (18) | 146 | ||
| Other current assets | 9 | — | 9 | ||
| Property, plant and equipment | 50 | (1) | 49 | ||
| Goodwill | 1,014 | 129 | 1,143 | ||
| Other intangible assets | 850 | (95) | 755 | ||
| Deferred income taxes | 33 | 2 | 35 | ||
| Other non-current assets | 18 | (1) | 17 | ||
| Total assets acquired | $2,184 | $27 | $2,211 | ||
| Accounts payable | $20 | $— | $20 | ||
| Contract liabilities | 28 | — | 28 | ||
| Compensation and benefits | 2 | — | 2 | ||
| Other current liabilities | 119 | 17 | 136 | ||
| Other long-term liabilities | 41 | 10 | 51 | ||
| Total liabilities assumed | $210 | $27 | $237 | ||
| Net assets acquired | $1,974 | $— | $1,974 |
(1)Fair value adjustments during the fiscal year ended December 29, 2023 primarily related to refined assumptions in the valuation of customer
relationship intangible assets.
(2)Assets acquired include $11 million of Contract assets that were reclassified from Inventories, net to Contract assets to conform TDL’s
accounting policies with those of L3Harris, as required under ASC 805. As such, reclassified amounts will not be recognized as revenue in
future periods.
Intangible Assets. All intangible assets acquired in the TDL acquisition are subject to amortization. The fair value and
weighted-average amortization period of identifiable intangible assets acquired as of the acquisition date is as
follows:
| Total | Useful Lives | ||
| (In millions) | (In Years) | ||
| Customer relationships: | |||
| Backlog | $83 | 2 | |
| Government programs | 323 | 16 | |
| Total customer relationships | 406 | ||
| Developed technology | 349 | 17 | |
| Total identifiable intangible assets acquired | $755 |
The fair value of intangible assets is estimated using the relief from royalty method for the acquired developed
technology and the multi-period excess earnings method for the acquired customer relationships. Both of these
level 3 fair value methods are income-based valuation approaches, which require judgment to estimate appropriate
discount rates, royalty rates related to the developed technology intangible assets, revenue growth attributable to
the intangible assets and remaining useful lives. The fair value of inventory was estimated using the replacement
cost approach and comparative sales method, which require estimates of replacement cost for raw materials and
_____________________________________________________________________
estimates of expected sales price less costs to complete and dispose of the inventory, plus a profit margin for efforts
incurred for the work in progress and finished goods.
Goodwill. The $1,143 million of goodwill recognized is attributable to the assembled workforce, in addition to
synergies expected to be realized through integration with existing CS segment businesses and growth opportunities
in the space domain. The acquired goodwill is tax deductible. See Note 6: Goodwill and Intangible Assets in these
Notes for further information.
Financial Results. The following table includes revenue and income before income taxes of TDL included in our
Consolidated Statement of Operations for the acquisition date through December 29, 2023 and the comparable
periods of calendar year 2022. The comparable period results do not include any integration synergies or accounting
conformity adjustments and are not necessarily indicative of our results of operations that actually would have been
obtained had the acquisition of TDL been completed for the period presented, or which may be realized in the future.
| Fiscal Year Ended | |||
| (In millions) | December 29, 2023 | December 30, 2022 | |
| Revenue | $365 | $358 | |
| Income before income taxes | 131 | 68 |
Acquisition-Related Costs. Acquisition-related costs have been expensed as incurred. In connection with the
TDL acquisition, we recorded transaction and integration costs of $15 million and $78 million in fiscal 2024 and
2023, respectively, which were included in the General and administrative expenses line item in our Consolidated
Statement of Operations.
Acquisition of AJRD
On July 28, 2023, we acquired AJRD, a technology-based engineering and manufacturing company that
develops and produces missile solutions with technologies for strategic defense, missile defense, and hypersonic
and tactical systems, as well as space propulsion and power systems for national security space and exploration
missions. The acquisition provides us access to a new market. We acquired 100% percent of AJRD for a total net
purchase price of $4,715 million. The acquisition was financed through the issuance and sale of the AJRD Notes and
a draw down under the 2023 Credit Agreement.
Net assets and results of operations of AJRD are reflected in our financial results commencing on July 28, 2023,
the acquisition date, and are reported in our AR segment, which is also the AR reporting unit, except for certain
assets and liabilities recorded at corporate headquarters.
We accounted for the acquisition of AJRD using the acquisition method of accounting, which required us to
measure identifiable assets acquired and liabilities assumed in the acquiree at their fair values as of the acquisition
date, with the excess of the consideration transferred over those fair values recorded as goodwill.
As of the acquisition date, the fair value of consideration transferred consisted of the following:
| (In millions) | July 28, 2023 |
| Cash consideration paid for AJRD outstanding common stock & equity awards | $4,748 |
| AJRD debt settled by L3Harris | 257 |
| Cash consideration paid | 5,005 |
| Less cash acquired | (290) |
| Fair value of consideration transferred | $4,715 |
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We determined the fair value of assets acquired and liabilities assumed by using available market information
and various valuation methods that require judgement related to estimates. Our preliminary fair value estimates and
assumptions to measure the assets acquired and liabilities assumed were subject to change as we obtained
additional information during the measurement period. We completed our accounting for the acquisition during the
quarter ended September 27, 2024. The following table summarizes the allocation of the fair value of consideration
transferred to assets acquired and liabilities assumed as of the acquisition date and the adjustments recognized
during the measurement period:
| (In millions) | Preliminary as of July 28, 2023 | Measurement Period Adjustments, Net**(1)** | Final as of September 27, 2024 | ||
| Receivables | $156 | $— | $156 | ||
| Contract assets | 338 | (137) | 201 | ||
| Inventories, net | 14 | — | 14 | ||
| Other current assets | 114 | 19 | 133 | ||
| Income taxes receivable | 3 | 2 | 5 | ||
| Property, plant and equipment | 574 | 10 | 584 | ||
| Goodwill | 2,348 | 554 | 2,902 | ||
| Intangible assets | 2,860 | — | 2,860 | ||
| Other non-current assets | 609 | 66 | 675 | ||
| Total assets acquired | $7,016 | $514 | $7,530 | ||
| Current portion of long-term debt, net | $1 | $— | $1 | ||
| Accounts payable | 145 | — | 145 | ||
| Contract liabilities | 310 | 152 | 462 | ||
| Compensation and benefits | 116 | 1 | 117 | ||
| Income taxes payable | 6 | (3) | 3 | ||
| Other current liabilities | 278 | 390 | 668 | ||
| Long-term debt, net | 41 | — | 41 | ||
| Deferred income taxes | 398 | (52) | 346 | ||
| Other long-term liabilities | 1,006 | 26 | 1,032 | ||
| Total liabilities assumed | $2,301 | $514 | $2,815 | ||
| Fair value of consideration transferred | $4,715 | $— | $4,715 |
(1)Fair value adjustments during the measurement period primarily related to EAC updates for circumstances existing at the acquisition date,
including updates to the forward loss provision and off-market customer contract reserve described below, refinements to the fair value of
fixed assets, as well as corresponding adjustments to the deferred tax liability account which was partially offset by the release of a portion
of the uncertain tax position previously recorded by AJRD.
Intangible Assets. All intangible assets acquired in the AJRD acquisition are subject to amortization. The fair
value and weighted-average amortization period of identifiable intangible assets acquired as of the acquisition date
are as follows:
| Total (in millions) | Useful Lives (in years) | ||
| Customer relationships: | |||
| Backlog | $355 | 3 | |
| Government programs | 2,385 | 15 - 20 | |
| Total customer relationships | 2,740 | ||
| Trade names | 120 | 15 | |
| Total identifiable intangible assets acquired | $2,860 |
The fair value of intangible assets is estimated using the relief from royalty method for the acquired trade names
and the multi-period excess earnings method for the acquired customer relationships. Both of these level 3 fair
value methods are income-based valuation approaches, which require judgment to estimate appropriate discount
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rates, royalty rates related to the trade names intangible assets, revenue growth attributable to the intangible assets
and remaining useful lives.
Forward Loss Provision. In connection with the acquisition, we recorded a forward loss provision of $363 million
which was included in “Other current liabilities” line item in our Consolidated Balance Sheet. Since the completion of
the acquisition of AJRD, we have undertaken significant operational efforts to further understand the root cause of
identified preexisting manufacturing and supply chain challenges resulting in delivery delays, primarily related to
certain Missile Solutions programs. We have identified operational activities necessary to remedy these challenges
and inefficiencies and the incremental costs required as compared to its initial estimates and actual costs incurred.
The incremental forward loss provisions relate to the increased cost estimates of labor and material to remedy the
underlying preexisting technical and supply chain challenges. These cost increases impacted both cost-type and
fixed-price contracts in proportions that are consistent with the ratio of the overall AJRD revenue by contract type.
The forward loss provisions will be recognized as a reduction to cost of sales as we incur actual costs associated
with these estimates in satisfying the associated performance obligations. There will be no net impact on our
Consolidated Statement of Operations. We recognized $125 million and $8 million of amortization related to the
forward loss provision in fiscal 2024 and 2023, respectively.
Off-market Customer Contracts. In connection with the acquisition, we identified certain customer contractual
obligations as of the acquisition date with economic returns that are higher or lower than could be realized in market
transactions and have recorded assets or liabilities for the acquisition date fair value of the off-market components.
The acquisition date fair value of the off-market components is a net liability of $183 million, consisting of $48
million and $135 million included in the “Other current liabilities” and “Other long-term liabilities” line items in our
Consolidated Balance Sheet, respectively, and excludes any amounts already recognized in forward loss provisions
(see discussion in the preceding paragraph). Provisions to off-market customer contracts relate to labor and
material cost increases primarily associated with supply chain and manufacturing challenges and inefficiencies.
These cost increases impacted both cost-type and fixed-price contracts in proportions that are consistent with the
ratio of the overall AJRD revenue by contract type. We measured the fair value of these components as the amount
by which the terms of the contract with the customer deviates from the terms that a market participant could have
achieved at the acquisition date. The off-market components of these contracts will be recognized as an increase to
revenue as we incur costs to satisfy the associated performance obligations. We recognized $58 million and $14
million of amortization related to off-market contract liabilities in fiscal 2024 and 2023, respectively.
Goodwill. The $2,902 million of goodwill recognized is attributable to AJRD’s market presence as one of the two
primary providers of advanced propulsion and power systems for nearly every major U.S. Government space and
missile program, the assembled workforce and established operating infrastructure. The acquired goodwill is not tax
deductible. See Note 6: Goodwill and Intangible Assets in these Notes for further information.
Financial Results. See Note 14: Business Segments in these Notes for the AR segment financial results for fiscal
Acquisition-Related Costs. Acquisition-related costs have been expensed as incurred and are included in the
“General and administrative expenses” line item in our Consolidated Statement of Operations. In connection with
the AJRD acquisition, we recorded transaction and integration costs of $78 million and $83 million for fiscal 2024
and 2023, respectively.
Pending Divestiture of CAS Disposal Group
During the quarter ended December 29, 2023, we entered into a definitive agreement to sell our CAS disposal
group (“CAS agreement”) for a cash purchase price of $700 million, with additional contingent consideration of up to
$100 million, subject to customary purchase price adjustments and closing conditions as set forth in the agreement.
On November 20, 2024, we entered into an amendment to the CAS agreement (“CAS amendment one”) that,
among other matters, accelerated the contingent consideration so that it becomes payable at closing, resulting in an
upfront cash purchase price of $800 million, subject to customary purchase price adjustments and closing
conditions as set forth in the agreement, and revised certain purchase price adjustment provisions to remove a cap
on working capital payments due to us upon closing. CAS amendment one expired on January 4, 2025, prior to us
completing the sale. Subsequent to our fiscal 2024 year end, on January 8, 2025, we entered into a second
amendment to the CAS agreement (“CAS amendment two”) that includes the same terms as CAS amendment one.
The transaction is expected to close in fiscal 2025, subject to the satisfaction of closing conditions as set forth in the
CAS agreement.
The CAS disposal group, which is part of our IMS segment, provides integrated aircraft avionics, pilot training
and data analytics services for the commercial aviation industry. Income or loss before income taxes attributable to
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L3Harris Technologies, Inc. was income of $121 million, loss of $208 million and income of $88 million for fiscal
2024, 2023 and 2022, respectively.
The carrying amounts of the assets and liabilities of the CAS disposal group classified as held for sale in our
Consolidated Balance Sheet were as follows:
| (In millions) | January 3, 2025 | December 29, 2023 | |
| Receivables, net | $99 | $80 | |
| Contract assets | 40 | 43 | |
| Inventories, net | 153 | 145 | |
| Other current assets | 20 | 33 | |
| Property, plant and equipment, net | 47 | 41 | |
| Goodwill | 533 | 534 | |
| Intangible assets, net | 263 | 263 | |
| Other non-current assets | 49 | 40 | |
| Valuation allowance | (73) | (73) | |
| Total assets held for sale | $1,131 | $1,106 | |
| Current portion of long-term debt | $1 | $— | |
| Accounts payable | 85 | 111 | |
| Contract liabilities | 47 | 48 | |
| Compensation and benefits | 6 | 11 | |
| Other current liabilities | 35 | 38 | |
| Long-term debt, net | 3 | — | |
| Other long-term liabilities | 58 | 64 | |
| Total liabilities held for sale | $235 | $272 |
In connection with the preparation of our financial statements for fiscal 2023, we concluded that goodwill
related to the CAS disposal group was impaired and we recorded a non-cash impairment charge of $296 million,
which is included in the “Impairment of goodwill and other assets” line item in our Consolidated Statement of
Operations. See Note 6: Goodwill and Intangible Assets in these Notes for additional information. Additionally, in
fiscal 2023 we recognized a pre-tax loss of $77 million included in the “General and administrative expenses” and
“Noncontrolling interests, net of income taxes” line items in our Consolidated Statement of Operations.
During the three quarters ended September 27, 2024, we recorded an additional valuation allowance due to an
increase in the carrying value of the CAS disposal group, and additional remaining estimated costs to sell which
resulted in additional pre-tax losses of $44 million, inclusive of amounts attributable to noncontrolling interest.
As of January 3, 2025, the fair value less costs to sell of the CAS disposal group was $896 million, inclusive of
consideration related to noncontrolling interest and accumulated other comprehensive income. As a result, in the
quarter ended January 3, 2025, we recorded a $15 million reversal of the previously recognized pre-tax losses in
our Consolidated Statement of Operations to reduce the cumulative pre-tax losses associated with the CAS disposal
group to $106 million. The pre-tax losses and the amount attributable to noncontrolling interest, after tax, are
included in the “General and administrative expenses” and “Noncontrolling interests, net of income taxes” line
items, in our Consolidated Statement of Operations.
Completed Divestitures
AOT Disposal Grou**p. On January 3, 2025, we completed the divestiture of our AOT disposal group, which
produces high performance specialty metal components for defense, aerospace, and commercial products, for cash
proceeds of $103 million. The operating results of the AOT disposal group were reported in our AR segment through
the date of divestiture. In connection with the sale, we recognized a pre-tax gain of $19 million included in the
“General and administrative expenses” line item in our Consolidated Statement of Operations. The carrying amounts
of assets and liabilities included in the AOT disposal group sale on January 3, 2025 were $112 million and $28
million, respectively.
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Antenna Disposal Group**.** On May 31, 2024, we completed the divestiture of our Antenna disposal group, which
provides a variety of airborne and ground-based antennas and test equipment for cash proceeds of $170 million and
a $25 million note receivable, included in the “Other non-current assets” line item in our Consolidated Balance
Sheet at January 3, 2025. The operating results of the Antenna disposal group were reported in our SAS segment
through the date of divestiture.
The carrying amounts of assets and liabilities included in the Antenna disposal group sale on May 31, 2024 were
$265 million and $65 million, respectively. In connection with the sale, we recorded a non-cash charge for
impairment of goodwill of $14 million and a pre-tax loss of $9 million included in the “Impairment of goodwill and
other assets” and “General and administrative expenses” line items, respectively, in our Consolidated Statement of
Operations for fiscal 2024. See Note 6: Goodwill and Intangible Assets in these Notes for additional information
related to goodwill allocated to the Antenna disposal group and related impairment.
Visual Information Solutions (“VIS”). During fiscal 2023, we completed the divestiture of VIS for net cash
proceeds of $71 million (after selling costs and purchase price adjustments) and recognized a pre-tax gain of $26
million included in the “General and administrative expenses” line item in our Consolidated Statement of
Operations. The operating results of VIS were reported in the SAS segment through the date of divestiture.
Divestiture and Asset Sale. During fiscal 2022, we completed one business divestiture and one asset sale from
our IMS segment for combined net cash proceeds of $23 million and recognized a pre-tax gain of $8 million
associated with the asset sale included in the “General and administrative expenses” line item in our Consolidated
Statement of Operations.
Fair Value of Businesses
For purposes of allocating goodwill to the disposal groups that represent a portion of a reporting unit, we
determine the fair value of each disposal group based on the respective negotiated selling price, and the fair value of
the retained businesses of the respective reporting unit based on a combination of market-based and income based
valuation techniques, utilizing quoted market prices, comparable publicly reported transactions and projected
discounted cash flows. These fair value determinations are categorized as Level 3 in the fair value hierarchy due to
their use of internal projections and unobservable measurement inputs. See Note 1: Significant Accounting Policies
in these Notes for additional information regarding the fair value hierarchy and see Note 6: Goodwill and Intangible
Assets in these Notes for additional information regarding the impairment of goodwill related to our business
divestitures.
NOTE 14: BUSINESS SEGMENTS
We structure our operations primarily around the products, systems and services we sell and the markets we
serve and report our financial results in the following four reportable segments:
SAS: including satellite space payloads, sensors and full-mission solutions; classified intelligence and cyber;
airborne combat systems; and mission networks for air traffic management operations; and
IMS: including multi-mission ISR systems; passive sensing and targeting; electronic attack platforms; autonomy;
power and communications; networks; sensors; and the CAS disposal group, which includes aviation products and
pilot training operations; and
CS: including tactical communications with global communications solutions; broadband communications;
integrated vision solutions; and public safety radios, system applications and equipment; and
AR: including missile solutions with propulsion technologies for strategic defense, missile defense, and
hypersonic and tactical systems; and space propulsion and power systems for national security space and
exploration missions.
Chief Operating Decision Maker (“CODM”)
Our CODM is Christopher E. Kubasik, Chair and CEO. Each of our business segments are regularly reviewed by
the CODM through periodic financial reporting packages to assess the segments performance, allocate resources
and regularly communicate with segment management, who are part of the CODM’s executive staff.
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Business Segment Financial Information
The following tables present revenue, expenses and operating income by segment:
| Fiscal Year Ended January 3, 2025 | ||||||
| (In millions) | SAS | IMS | CS | AR | Other**(1)** | Total |
| Revenue | $6,869 | $6,842 | $5,459 | $2,347 | $(192) | $21,325 |
| Cost of Revenue | (5,430) | (5,237) | (3,490) | (1,802) | 158 | (15,801) |
| Other Segment Costs(2) | (627) | (767) | (645) | (251) | 34 | (2,256) |
| Unallocated corporate department expense | (1,350) | |||||
| Operating income | $812 | $838 | $1,324 | $294 | $— | $1,918 |
| Non-service FAS pension income and other, net | 354 | |||||
| Interest expense, net | (675) | |||||
| Income before income taxes | $1,597 |
| Fiscal Year Ended December 29, 2023 | ||||||
| (In millions) | SAS | IMS | CS | AR | Other**(1)** | Total |
| Revenue | $6,856 | $6,630 | $5,070 | $1,052 | $(189) | $19,419 |
| Cost of Revenue | (5,380) | (5,086) | (3,217) | (817) | 194 | (14,306) |
| Other Segment Costs(2) | (720) | (1,085) | (624) | (113) | (5) | (2,547) |
| Unallocated corporate department expense | (1,140) | |||||
| Operating income | $756 | $459 | $1,229 | $122 | $— | $1,426 |
| Non-service FAS pension income and other, net | 338 | |||||
| Interest expense, net | (543) | |||||
| Income before income taxes | $1,221 |
| Fiscal Year Ended December 30, 2022 | ||||||
| (In millions) | SAS | IMS | CS | AR | Other**(1)** | Total |
| Revenue | $6,384 | $6,626 | $4,217 | ** | $(165) | $17,062 |
| Cost of revenue | (4,810) | (4,893) | (2,598) | ** | 166 | (12,135) |
| Other Segment Costs(2) | (909) | (1,239) | (952) | ** | (1) | (3,101) |
| Unallocated corporate department expense | (699) | |||||
| Operating income | $665 | $494 | $667 | ** | $— | $1,127 |
| Non-service FAS pension income and other, net | 425 | |||||
| Interest expense, net | (279) | |||||
| Income before income taxes | $1,273 |
** Our AR segment was established in the quarter ended September 29, 2023 in connection with the AJRD acquisition. As such, there is no fiscal
2022 information.
(1) Includes corporate headquarters and intersegment eliminations
(2) Other segment costs include Impairment of goodwill and other assets, company-funded R&D costs, selling and marketing costs, and other
G&A expenses, which includes a portion of capital expenditure and depreciation and amortization costs that are disaggregated by segment
under the “Disaggregation of Revenue” heading below in this Note.
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Unallocated Corporate Expense. Total unallocated corporate expense includes corporate items such as a
portion of management and administration, legal, environmental, compensation, retiree benefits, other corporate
expenses and eliminations and the FAS/CAS operating adjustment. Total unallocated corporate expense also
includes the portion of corporate costs not included in management’s evaluation of segment operating performance,
such as amortization of acquisition-related intangibles; additional cost of revenue related to the fair value step-up in
inventory sold; merger, acquisition, and divestiture-related expenses; asset group and business divestiture-related
(losses) gains, net and related impairment of goodwill; impairment of other assets; LHX NeXt implementation costs;
and other items.
LHX NeXt Initiative. LHX NeXt is our initiative to transform multiple functions, systems and processes to increase
agility and competitiveness. The LHX NeXt effort is expected to continue for the next two years with one-time costs
for workforce optimization, incremental IT expenses for implementation of new systems, third party consulting and
other costs.
Disaggregation of Revenue
We disaggregate revenue for all four business segments by customer relationship, contract type and
geographical region. We believe these categories best depict how the nature, amount, timing and uncertainty of
revenue and cash flows are affected by economic factors.
| Fiscal Year Ended | |||||||
| January 3, 2025 | |||||||
| (In millions) | SAS | IMS | CS | AR | |||
| Revenue By Customer Relationship | |||||||
| Prime contractor | $4,307 | $4,341 | $3,801 | $602 | |||
| Subcontractor(1) | 2,511 | 2,429 | 1,589 | 1,745 | |||
| Intersegment | 51 | 72 | 69 | — | |||
| Total segment | $6,869 | $6,842 | $5,459 | $2,347 | |||
| Revenue By Contract Type | |||||||
| Fixed-price(2) | $4,293 | $5,378 | $4,566 | $1,389 | |||
| Cost-reimbursable | 2,525 | 1,392 | 824 | 958 | |||
| Intersegment | 51 | 72 | 69 | — | |||
| Total segment | $6,869 | $6,842 | $5,459 | $2,347 | |||
| Revenue By Geographical Region | |||||||
| United States | $5,971 | $4,926 | $3,741 | $2,299 | |||
| International | 847 | 1,844 | 1,649 | 48 | |||
| Intersegment | 51 | 72 | 69 | — | |||
| Total segment | $6,869 | $6,842 | $5,459 | $2,347 |
(1)Our subcontractor revenues includes products and services to contractors whose customers are the end user.
(2)Includes revenue derived from time-and-materials contracts.
_____________________________________________________________________
| Fiscal Year Ended | |||||||
| December 29, 2023 | |||||||
| (In millions) | SAS | IMS | CS | AR | |||
| Revenue By Customer Relationship | |||||||
| Prime contractor | $4,252 | $4,196 | $3,420 | $250 | |||
| Subcontractor(1) | 2,555 | 2,347 | 1,597 | 802 | |||
| Intersegment | 49 | 87 | 53 | — | |||
| Total segment | $6,856 | $6,630 | $5,070 | $1,052 | |||
| Revenue By Contract Type | |||||||
| Fixed-price(2) | $4,257 | $5,020 | $4,289 | $632 | |||
| Cost-reimbursable | 2,550 | 1,523 | 728 | 420 | |||
| Intersegment | 49 | 87 | 53 | — | |||
| Total segment | $6,856 | $6,630 | $5,070 | $1,052 | |||
| Revenue By Geographical Region | |||||||
| United States | $5,933 | $4,816 | $3,482 | $1,015 | |||
| International | 874 | 1,727 | 1,535 | 37 | |||
| Intersegment | 49 | 87 | 53 | — | |||
| Total segment | $6,856 | $6,630 | $5,070 | $1,052 |
(1)Our subcontractor revenues includes products and services to contractors whose customers are the end user.
(2)Includes revenue derived from time-and-materials contracts.
| Fiscal Year Ended | |||||||
| December 30, 2022 | |||||||
| (In millions) | SAS | IMS | CS | AR | |||
| Revenue By Customer Relationship | |||||||
| Prime contractor | $4,005 | $4,301 | $2,829 | ** | |||
| Subcontractor(1) | 2,330 | 2,254 | 1,343 | ** | |||
| Intersegment | 49 | 71 | 45 | ** | |||
| Total segment | $6,384 | $6,626 | $4,217 | $— | |||
| Revenue By Contract Type | |||||||
| Fixed-price(2) | $3,811 | $5,060 | $3,552 | ** | |||
| Cost-reimbursable | 2,524 | 1,495 | 620 | ** | |||
| Intersegment | 49 | 71 | 45 | ** | |||
| Total segment | $6,384 | $6,626 | $4,217 | $— | |||
| Revenue By Geographical Region | |||||||
| United States | $5,623 | $4,796 | $2,735 | ** | |||
| International | 712 | 1,759 | 1,437 | ** | |||
| Intersegment | 49 | 71 | 45 | ** | |||
| Total segment | $6,384 | $6,626 | $4,217 | $— |
**Our AR segment was established in the quarter ended September 29, 2023 in connection with the AJRD acquisition. As such, there is no
fiscal 2022 information.
(1)Our subcontractor revenues includes products and services to contractors whose customers are the end user.
(2)Includes revenue derived from time-and-materials contracts.
_____________________________________________________________________
| Fiscal Year Ended | |||||
| (In millions) | January 3, 2025 | December 29, 2023 | December 30, 2022 | ||
| Geographical Information for Operations | |||||
| Revenue from U.S. operations | $19,614 | $17,537 | $15,373 | ||
| Revenue from international operations | 1,711 | 1,882 | 1,689 |
Our products are produced principally in the U.S. with international revenue derived primarily from exports. No
revenue earned from any individual foreign country exceeded 5% of our total revenue in fiscal 2024, 2023 and
Revenue from U.S. Government customers, including foreign military sales funded through the U.S. Government,
whether directly or through prime contractors, by all segments as a percentage of total revenue were 76%, 76% and
74% in fiscal 2024, 2023 and 2022, respectively. Revenue from services in fiscal 2024 was 30%, 37%, 16% and
33% of total revenue in our SAS, IMS, CS and AR segments, respectively.
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 $4,388
million (21% of our revenue), $4,173 million (21% of our revenue) and $3,908 million (23% of our revenue) in fiscal
2024, 2023 and 2022, respectively. Export revenue and revenue from international operations in fiscal 2024 was
principally from the EMEA and APAC regions and Canada.
Other selected financial information by business segment and geographical area is summarized below:
| Fiscal Year Ended | |||||
| (In millions) | January 3, 2025 | December 29, 2023 | December 30, 2022 | ||
| Capital Expenditures | |||||
| SAS | $140 | $151 | $133 | ||
| IMS | 118 | 149 | 45 | ||
| CS | 50 | 39 | 36 | ||
| AR | 49 | 31 | ** | ||
| Corporate | 51 | 79 | 38 | ||
| Total capital expenditures | $408 | $449 | $252 | ||
| Depreciation and Amortization | |||||
| SAS | $130 | $115 | $112 | ||
| IMS | 65 | 73 | 76 | ||
| CS | 56 | 54 | 47 | ||
| AR | 48 | 29 | ** | ||
| Corporate | 990 | 895 | 703 | ||
| Total depreciation and amortization | $1,289 | $1,166 | $938 | ||
| Geographical Information for Operations | |||||
| Long-lived assets of U.S. operations | $2,639 | $2,678 | $1,896 | ||
| Long-lived assets of international operations | 167 | 184 | 208 |
**Our AR segment was established in the quarter ended September 29, 2023 in connection with the AJRD acquisition. As such, there is no
fiscal 2022 information.
In addition to depreciation and amortization expense related to property, plant and equipment, “Depreciation
and Amortization” in the table above also includes $860 million, $777 million and $596 million of amortization
related to intangible assets, debt premium, debt discount, debt issuance costs and other items in fiscal 2024, 2023
and 2022, respectively.
_____________________________________________________________________
Assets by Business Segment
Total assets by business segment are as follows:
| (In millions) | January 3, 2025 | December 29, 2023 | |
| Total Assets | |||
| SAS | $8,705 | $9,085 | |
| IMS | 10,749 | 10,631 | |
| CS | 7,060 | 7,084 | |
| AR | 4,466 | 4,208 | |
| Corporate(1) | 11,021 | 10,679 | |
| Total Assets | $42,001 | $41,687 |
(1)Identifiable intangible assets acquired in connection with business combinations were recorded as corporate assets because they benefit
the entire Company. Intangible asset balances recorded as corporate assets were $7,639 million and $8,540 million at January 3, 2025 and
December 29, 2023, respectively. Corporate assets also consisted of cash, income taxes receivable, deferred income taxes, deferred
compensation plan assets, buildings and equipment, real estate held for development and leasing, investments, as well as any assets of
businesses held for sale.
NOTE 15: LEGAL PROCEEDINGS, COMMITMENTS AND CONTINGENCIES
From time to time, as a normal incident of the nature and kind of businesses in which we are or were engaged,
various claims or charges are asserted and litigation or arbitration is commenced by or against us arising from or
related to matters, including but not limited to: product liability; personal injury; patents, trademarks, trade secrets
or other intellectual property; labor and employment disputes; commercial or contractual disputes; strategic
acquisitions or divestitures; the prior sale or use of former products allegedly containing asbestos or other restricted
materials; breach of warranty; or environmental matters. Claimed amounts against us may be substantial, but may
not bear any reasonable relationship to the merits of the claim or the extent of any real risk of court or arbitral
awards. We record accruals for losses related to those matters against us that we consider to be probable and that
can be reasonably estimated. Gain contingencies, if any, are recognized when they are realized and legal costs
generally are expensed when incurred. At January 3, 2025, our accrual for the potential resolution of lawsuits,
claims or proceedings that we consider probable of being decided unfavorably to us was not material. We cannot at
this time estimate the reasonably possible loss or range of loss in excess of our accrual due to the inherent
uncertainties and speculative nature of contested proceedings. Although it is not feasible to predict the outcome of
these matters with certainty, based on available information, in the opinion of management, settlements, arbitration
awards and final judgments, if any, that are considered probable of being rendered against us in litigation or
arbitration in existence at January 3, 2025 were reserved against or would not have a material adverse effect on our
financial condition, results of operations, cash flows or equity.
Tax Audits
Our tax filings are subject to audit by taxing authorities in jurisdictions where we conduct or conducted business.
These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or
ultimately through legal proceedings. We believe we have adequately accrued for any ultimate amounts that are
likely to result from these audits; however, final assessments, if any, could be different from the amounts recorded
in our Consolidated Financial Statements. Additional information regarding audits and examinations by taxing
authorities of our tax filings is set forth in Note 7: Income Taxes in these Notes.
U.S. Government Business
We are engaged in supplying products and services to various departments and agencies of the
U.S. Government. We are therefore dependent on Congressional appropriations and administrative allotment of
funds and may be affected by changes in U.S. Government policies. U.S. Government development and production
contracts typically involve long lead times for design and development, are subject to significant changes in contract
scheduling and may be unilaterally modified or canceled by the U.S. Government. Often these contracts call for
successful design and production of complex and technologically advanced products or systems. We may
participate in supplying products and services to the U.S. Government as either a prime contractor or as a
subcontractor to a prime contractor. Disputes may arise between the prime contractor and the U.S. Government or
between the prime contractor and its subcontractors and may result in litigation or arbitration between the
contracting parties.
_____________________________________________________________________
Generally, U.S. Government contracts are subject to procurement laws and regulations, including the FAR, which
outline uniform policies and procedures for acquiring products and services by the U.S. Government, and specific
agency acquisition regulations that implement or supplement the FAR, such as the Defense Federal Acquisition
Regulation Supplement. As a U.S. Government contractor, our contract costs are audited and reviewed on a
continuing basis by the Defense Contract Audit Agency (“DCAA”). The DCAA also reviews the adequacy of, and a
U.S. Government contractor’s compliance with, the contractor’s business systems and policies, including the
contractor’s property, estimating, compensation and management information systems. In addition to these routine
audits, from time to time, we may, either individually or in conjunction with other U.S. Government contractors, be
the subject of audits and investigations by other agencies of the U.S. Government. These audits and investigations
are conducted to determine if our performance and administration of our U.S. Government contracts are compliant
with applicable contractual requirements and procurement and other applicable federal laws and regulations,
including ITAR and FCPA. These investigations may be conducted with or without our knowledge or cooperation. We
are unable to predict the outcome of such investigations or to estimate the amounts of resulting claims or other
actions that could be instituted against us or our officers or employees. Under present U.S. Government
procurement laws and regulations, if indicted or adjudged in violation of procurement or other federal laws, a
contractor, such as us, or one or more of our operating divisions or subdivisions, could be subject to fines, penalties,
repayments, or compensatory or treble damages. U.S. Government regulations also provide that certain findings
against a contractor may lead to suspension or debarment from eligibility for awards of new U.S. Government
contracts for a period of time to be determined by the U.S. Government. Suspension or debarment would have a
material adverse effect on us because of our reliance on U.S. Government contracts. In addition, our export
privileges could be suspended or revoked, which also would have a material adverse effect on us. For further
discussion of risks relating to U.S. Government contracts, see “Item 1A. Risk Factors” of this Report.
International
As an international company, we are, from time to time, the subject of investigations relating to our international
operations, including under U.S. export control laws (such as ITAR), the FCPA and other similar U.S. and
international laws.
Commercial Commitments
In the normal course of business, we have entered into commercial commitments primarily relating to the
guarantee of future performance on certain contracts to provide products and services to customers or to obtain
insurance policies with our insurance carriers.
At January 3, 2025, we had the following commercial commitments outstanding:
| (In millions) | Commercial Commitment Total | Commitments expiring within 1 Year | |
| Surety bonds used for performance | $506 | $386 | |
| Standby letters of credit used for: | |||
| Advance payments | 312 | 211 | |
| Performance | 327 | 198 | |
| Financial | 62 | 61 | |
| Warranty | 1 | 1 | |
| Total standby letters of credit | 702 | 471 | |
| Total commitments | $1,208 | $857 |
The surety bonds and standby letters of credit used for performance are primarily related to our Public Safety
business sector. As is customary in bidding for and completing network infrastructure projects for public safety
systems, contractors are required to procure surety bonds and/or standby letters of credit for bids, performance,
warranty and other purposes (collectively, “Performance Bonds”). Such Performance Bonds normally have
maturities of up to three years and are standard in the industry as a way to provide customers a mechanism to seek
redress if a contractor does not satisfy performance requirements under a contract.
Typically, a customer is permitted to draw on a Performance Bond if we do not fulfill all terms of a project
contract. In such an event, we would be obligated to reimburse the financial institution that issued the Performance
Bond for the amounts paid.
_____________________________________________________________________
Environmental Matters
We are subject to numerous U.S. federal, state, local and international environmental laws and regulatory
requirements and are involved from time to time in investigations or litigation of various potential environmental
issues. We or companies we have acquired are responsible, or alleged to be responsible, for environmental
investigation and/or remediation of multiple sites, including sites owned by us and third party sites. These sites are
in various stages of investigation and/or remediation, and in some cases our liability is considered de minimis.
Notices from the U.S. Environmental Protection Agency or equivalent state or international environmental agencies
allege that several sites formerly or currently owned and/or operated by us or companies we have acquired, and
other properties or water supplies that may be or have been impacted from those operations, contain disposed or
recycled materials or wastes and require environmental investigation and/or remediation. These sites include
instances of being identified as a potentially responsible party (“PRP”) under the Comprehensive Environmental
Response, Compensation and Liability Act (commonly known as the “Superfund Act”), the Resource Conservation
Recovery Act and/or equivalent state and international laws, and in some instances, our liability and proportionate
share of costs that may be shared among other PRPs have not been determined largely due to uncertainties as to
the nature and extent of site conditions and our involvement.
As of January 3, 2025, we were named, and continue to be named, as a potentially responsible party at 111
sites where future liabilities could exist. These sites included 13 sites owned by us, 71 sites associated with our
former and current locations or operations and 27 hazardous waste treatment, storage or disposal facility sites not
owned by us that contain hazardous substances allegedly attributable to us from past operations.
Based on an assessment of relevant factors, we estimated that our liability under applicable environmental
statutes and regulations for identified sites was $637 million and $613 million, respectively, as of January 3, 2025
and December 29, 2023. The current portion of our estimated environmental liability is included in the “Other
current liabilities” line item and the non-current portion is included in the “Other long-term liabilities” line item in
our Consolidated Balance Sheet. Some of these environmental costs are eligible for future recovery in the pricing of
our products and services to the U.S. Government. We consider the recovery probable based on U.S. Government
contracting regulations. As of January 3, 2025 and December 29, 2023, we had an asset for the recoverable portion
of these reserves of $462 million and $432 million, respectively. The current and non-current portion of the
recoverable costs are included as a component of the “Other current assets” and “Other non-current assets” line
items, respectively, in our Consolidated Balance Sheet.
Previous: Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. · Next: Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.