L3Harris Technologies 10-Q 2024-03-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 29, 2024

or

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

Commission File Number 1-3863

L3HARRIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

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

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

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

The number of shares outstanding of the registrant’s common stock as of April 19, 2024 was 189,680,354.

L3HARRIS TECHNOLOGIES, INC.

FORM 10-Q

For the Quarter Ended March 29, 2024

TABLE OF CONTENTS

			Page No.
Part I. Financial Information:
ITEM 1. Financial Statements (Unaudited):
Condensed Consolidated Statement of Operations for the Quarters Ended March 29, 2024 and March 31, 2023			2
Condensed Consolidated Statement of Comprehensive Income for the Quarters Ended March 29, 2024 and March 31, 2023			3
Condensed Consolidated Balance Sheet at March 29, 2024 and December 29, 2023			5
Condensed Consolidated Statement of Cash Flows for the Quarters Ended March 29, 2024 and March 31, 2023			4
Condensed Consolidated Statement of Equity for the Quarters Ended March 29, 2024 and March 31, 2023			6
Notes to Condensed Consolidated Financial Statements			7
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)			21
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			22
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			32
ITEM 4. Controls and Procedures			33
Part II. Other Information:
ITEM 1. Legal Proceedings			34
ITEM 1A. Risk Factors			34
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			34
ITEM 3. Defaults Upon Senior Securities			35
ITEM 4. Mine Safety Disclosures			35
ITEM 5. Other Information			35
ITEM 6. Exhibits			35
Signatures			37

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

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PART I. FINANCIAL INFORMATION

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

									Quarter Ended
(In millions, except per share amounts)															March 29, 2024						March 31, 2023
Revenue															$	5,211					$	4,471
Cost of revenue															(3,863)						(3,305)
General and administrative expenses															(970)						(773)
Operating income															378						393
Non-service FAS pension income and other, net(1)															88						82
Interest expense, net															(176)						(102)
Income before income taxes															290						373
Income taxes															(5)						(34)
Net income															285						339
Noncontrolling interests, net of income taxes															(2)						(2)
Net income attributable to L3Harris Technologies, Inc.															$	283					$	337
Net income per common share attributable to L3Harris Technologies, Inc. common shareholders
Basic															$	1.49					$	1.77
Diluted															$	1.48					$	1.76
Basic weighted-average common shares outstanding															189.8						190.2
Diluted weighted-average common shares outstanding															190.8						191.2

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(1)“FAS” is defined as Financial Accounting Standards.

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

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L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)

									Quarter Ended
(In millions)															March 29, 2024						March 31, 2023
Net income															$	285					$	339
Other comprehensive loss:
Foreign currency translation (loss) income, net of income taxes															(26)						7
Net unrealized (loss) income on hedging derivatives, net of income taxes															(3)						5
Other comprehensive (loss) income recognized during the period															(29)						12
Reclassification adjustments for gains included in net income															(7)						(12)
Other comprehensive loss, net of income taxes															(36)						—
Total comprehensive income															249						339
Comprehensive income attributable to noncontrolling interest															(2)						(2)
Total comprehensive income attributable to L3Harris Technologies, Inc.															$	247					$	337

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

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L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

			Quarter Ended
(In millions)			March 29, 2024						March 31, 2023
Operating Activities
Net income			$	285					$	339
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Amortization of acquisition-related intangibles			217						165
Depreciation and other amortization			103						85
Share-based compensation			26						23
Share-based matching contributions under defined contribution plans			70						57
Pension and other postretirement benefit plan income			(72)						(71)
Deferred income taxes			(111)						(115)
(Increase) decrease in:
Receivables, net			7						48
Contract assets			(340)						(269)
Inventories			(21)						(86)
Other current assets			10						(40)
Increase (decrease) in:
Accounts payable			9						90
Contract liabilities			(152)						97
Compensation and benefits			(170)						(115)
Other accrued items			(18)						63
Income ta

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The following Management’s Discussion and Analysis (“MD&A”) is intended to assist in an understanding of our financial condition and results of operations. This MD&A is provided as a supplement to, should be read in conjunction with, and is qualified in its entirety by reference to, our Condensed Consolidated Financial Statements and accompanying Notes. In addition, reference should be made to our audited Consolidated Financial Statements and accompanying Notes to our Consolidated Financial Statements and Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2023 Form 10-K. Except for the historical information contained herein, the discussions in this MD&A contain forward-looking statements that involve risks and uncertainties. Our future results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below in this MD&A under “Forward-Looking Statements and Factors that May Affect Future Results.”

OVERVIEW

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

U.S. and International Budget Environment

Our largest customers are various departments and agencies of the U.S. Government — the percentage of our revenue that was derived from sales to U.S. Government customers, including foreign military sales funded through the U.S. Government, whether directly or through prime contractors, was 77% for the quarter ended March 29, 2024.

On June 3, 2023, the President signed the Fiscal Responsibility Act of 2023 (“FRA”), which suspended the federal debt limit through January 1, 2025 and established new discretionary funding limits for defense and non-defense accounts.

From September 2023 through early March 2024, a series of short-term Continuing Resolutions (“CR”) were enacted to fund the government while Congress worked to finalize final U.S. Government fiscal year (“GFY”) 2024 appropriations bills. On March 9, 2024, the President signed the first tranche of GFY 2024 appropriations funding bills into law, which funded six government agencies, including funding for the National Aeronautics and Space Administration, the National Oceanic and Atmospheric Administration, and the Federal Aviation Administration, through the remainder of the fiscal year which ends on September 30, 2024. A second funding bill, signed into law on March 23, 2024, funded all remaining agencies, including the U.S. Department of Defense (“DoD”), through the remainder of the fiscal year. The bill provides approximately $844 billion in funding for DoD. This was in line with our expectations for modest 3% growth for defense over GFY 2023 levels and in line with the first year of the FRA caps.

On March 11, 2024, the President’s Budget Request for GFY 2025 (“2025 PBR”) was released. The DoD requested $850 billion, a 1% topline increase consistent with the FRA caps.

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

On April 24, 2024, the President signed a foreign aid package that includes $67 billion in funding for key DoD programs, bringing the DoD funding for GFY 2024 to $911 billion.

See our U.S. Government funding risks and the discussion of our international business risks within Part I: Item 1A. Risk Factors in our Fiscal 2023 Form 10-K.

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Economic Environment

The macroeconomic environment continues to evolve, which has impacted our business and may continue to impact our future results. The ongoing uncertainty related to the impacts of inflation, as well as increased interest rates, which raises the cost of borrowing for the federal government, could in the future impact U.S. Government spending priorities for our products. For a discussion of inflation-related risks, see Part I: Item 1A. Risk Factors in our Fiscal 2023 Form 10-K.

KEY DEVELOPMENTS

Business Realignment. Effective for fiscal 2024, to better align our businesses, we adjusted our SAS and IMS segments. See Note P: Business Segment Information in the Notes for further information.

RESULTS OF OPERATIONS

Consolidated Results of Operations

									Quarter Ended
(Dollars in millions, except per share amounts)																					March 29, 2024						March 31, 2023
Revenue																					$	5,211					$	4,471
Cost of revenue																					(3,863)						(3,305)
% of total revenue																					74		%				74		%
Gross margin																					1,348						1,166
% of total revenue																					26		%				26		%
General and administrative expenses																					(970)						(773)
% of total revenue																					19		%				17		%
Operating Income																					378						393
Non-service FAS pension income and other, net																					88						82
Interest expense, net																					(176)						(102)
Income from before income taxes																					290						373
Income taxes																					(5)						(34)
Effective tax rate																					1.7		%				9.1		%
Net income																					285						339
Noncontrolling interests, net of income taxes																					(2)						(2)
Net income attributable to L3Harris Technologies, Inc.																					$	283					$	337
% of total revenue																					5.4		%				7.5		%
Diluted EPS attributable to L3Harris Technologies, Inc. common shareholders																					$	1.48					$	1.76

Revenue and Gross Margin

Revenue increased 17% for the quarter ended March 29, 2024 compared with the quarter ended March 31, 2023 from the inclusion of $542 million of revenue from the acquisition of AJRD, which is reported in our AR segment and higher revenue in our CS and SAS segments of $131 million and $96 million, respectively, partially offset by decrease in revenue in our IMS segment of $31 million. See the “Discussion of Business Segment Results of Operations” discussion below in this MD&A for further information.

Gross margin increased, largely due to an increase in revenue volume, and gross margin as a percentage of revenue remained flat for the quarter ended March 29, 2024 compared with the quarter ended March 31, 2023.

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Segment Product and Service Analysis

The following tables present revenue and cost of revenue from products and services by segment.

			Quarter Ended March 29, 2024
(In millions)			SAS						IMS						CS						AR						Eliminations						Total
Revenue
Products			$	1,210					$	1,025					$	1,007					$	357					$	—					$	3,599
Services			526						628						273						185						—						1,612
Intersegment			15						16						14						—						(45)						—
Total			$	1,751					$	1,669					$	1,294					$	542					$	(45)					$	5,211
Cost of revenue
Products			$	928					$	784					$	602					$	266					$	14					$	2,594
Services			423						481						221						144						—						1,269
Intersegment			15						16						14						—						(45)						—
Total			$	1,366					$	1,281					$	837					$	410					$	(31)					$	3,863
			Quarter Ended March 31, 2023
			SAS						IMS						CS						AR						Eliminations						Total
Revenue
Products			$	1,192					$	1,047					$	926					**						$	—					$	3,165
Services			450						632						224						**						—						1,306
Intersegment			13						21						13						—						(47)						—
Total			$	1,655					$	1,700					$	1,163					$	—					$	(47)					$	4,471
Cost of revenue
Products			$	898					$	789					$	560					**						$	40					$	2,287
Services			375						484						168						**						(9)						1,018
Intersegment			13						21						13						—						(47)						—
Total			$	1,286					$	1,294					$	741					$	—					$	(16)					$	3,305

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** AR is a reportable segment established during the quarter ended September 29, 2023, which consists of operations of AJRD. As such, there is no comparable prior year information.

Products revenue. Products revenue increased $434 million, primarily from the inclusion of $357 million of products revenue from AR.

Cost of product revenue. Cost of product revenue increased $307 million, primarily from the inclusion of $266 million of cost of product revenue from AR.

Services revenue. Services revenue increased $306 million, from the inclusion of $185 million of services revenue from AR, as well as increases of $76 million at SAS and $49 million at CS.

Cost of services revenue. Cost of services revenue increased $251 million, primarily from the inclusion of $144 million of cost of services revenue from AR and increases of $53 million and $48 million in costs of services revenue at CS and SAS, respectively.

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General and Administrative Expenses (“G&A”)

G&A expenses were as follows:

									Quarter Ended
(In millions)															March 29, 2024						March 31, 2023
Amortization of acquisition-related intangibles															$	(197)					$	(142)
Company-sponsored R&D costs															(114)						(114)
Merger, acquisition, and divestiture-related expenses															(40)						(50)
LHX NeXt implementation costs(1)															(127)						(13)
Selling and marketing															(113)						(113)
Other G&A expenses(2)															(379)						(341)
Total G&A expenses															$	(970)					$	(773)

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(1)Costs associated with transforming multiple functions, systems and processes to increase agility and competitiveness, including third-party consulting, workforce optimization and incremental information technology (“IT”) expenses for implementation of new systems.

(2)Other G&A expenses primarily include unallocated corporate expenses and segment G&A expenses.

For the quarter ended March 29, 2024, total G&A expenses increased due to an increase in LHX NeXt implementation costs. LHX NeXt implementation costs included $64 million related to employee severance charges and $63 million for third-party consulting expenses, incremental IT expenses for implementation of new systems and other charges. For more detail on our LHX NeXt initiative see the “Operating Environment, Strategic Priorities and Key Performance Measures” section in the MD&A in our Fiscal 2023 Form 10-K.

Total G&A expenses were also impacted by increases in amortization of acquisition-related intangibles and an increase in Other G&A expenses as described below.

For the quarter ended March 29, 2024, the increase in other G&A expenses of $38 million is attributable to the inclusion of approximately $42 million of other G&A expenses in our AR segment and an increase of $5 million in our CS segment, partially offset by decreases of $11 million and $11 million in our IMS and SAS segments, respectively. The remaining amount is attributable to an increase in corporate other G&A expenses.

Non-service FAS pension income and other, net

Non-service FAS pension income and other, net was as follows:

									Quarter Ended
(In millions)															March 29, 2024						March 31, 2023
Non-service FAS pension income(1)															$	80					$	77
Other, net(2)															8						5
Non-service FAS pension income and other, net															$	88					$	82

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(1)Includes interest cost, expected return on plan assets, amortization of net actuarial gain, and amortization of prior service credit under our pension and OPEB plan. See Note H: Retirement Benefits in the Notes for more information on the composition of non-service cost components of FAS pension and OPEB income and expense.

(2)Other, net primarily includes changes in the market value of our rabbi trust assets, gains and losses on our equity investments in nonconsolidated affiliates and royalty income.

Interest Expense, net

Interest expense, net increased for the quarter ended March 29, 2024 compared with the quarter ended March 31, 2023 primarily due to interest expense of approximately $44 million on the AJRD Notes and an increase of $32 million on outstanding notes under the CP Program. See Note G: Debt and Credit Arrangements in the Notes for further information.

Income Taxes

During interim periods, we estimate our worldwide forecasted full-year effective tax rate and apply that rate to year-to-date ordinary income in order to compute the year-to-date income tax provision. Although most items will be considered part of the forecasted full-year effective tax rate, there are a number of specific exceptions that are instead required to be recorded in the interim period in which they occur; such as certain changes in uncertain tax positions, the accrual of interest and penalties, changes in tax laws or rates, and other items as prescribed by GAAP. As a result, there may be quarterly fluctuations in our effective tax rate and the results for the interim periods are not necessarily indicative of the results to be expected for the full year or future periods.

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Our effective tax rate was 1.7% for the quarter ended March 29, 2024 compared with 9.1% for the quarter ended March 31, 2023. The effective tax rate for quarter ended March 29, 2024 was lower than the quarter ended March 31, 2023 primarily due to additional resolutions of specific audit uncertainties in the quarter ended March 29, 2024, incremental R&D credits attributable to the recently acquired AJRD and an increase in favorable impacts of excess tax benefits related to equity-based compensation. The rates for both periods benefited from FDII deductions.

Net Income

The decrease in net income for the quarter ended March 29, 2024 compared with the quarter ended March 31, 2023 was due to the combined effects of reasons noted in the sections above, primarily increases in LHX NeXt implementation costs, amortization of acquisition-related intangibles and interest expense.

Diluted EPS

Diluted EPS for the quarter ended March 29, 2024 decreased compared with the quarter ended March 31, 2023 due to lower net income.

Discussion of Business Segment Results of Operations

SAS Segment

									Quarter Ended
																					March 29, 2024						March 31, 2023						% Inc/(Dec)
Revenue																					$	1,751					$	1,655					6		%
Operating income																					216						187						16		%
Operating income as a percentage of revenue (“operating margin”)																					12.3		%				11.3		%

The increase in SAS segment revenue for the quarter ended March 29, 2024 compared with the quarter ended March 31, 2023 was primarily due to higher revenues of $59 million and $26 million in Space Systems and Intel and Cyber, respectively, from program growth.

The increase in SAS segment operating income for the quarter ended March 29, 2024 compared with the quarter ended March 31, 2023 was primarily from improved program performance and $12 million of net favorable program matters in Space Systems.

IMS Segment

									Quarter Ended
(Dollars in millions)																					March 29, 2024						March 31, 2023						% Inc/(Dec)
Revenue																					$	1,669					$	1,700					(2)		%
Operating income																					190						185						3		%
Operating margin																					11.4		%				10.9		%

The decrease in IMS segment revenue for the quarter ended March 29, 2024 compared with the quarter ended March 31, 2023 was primarily due to lower revenues of $22 million in ISR and GOS from aircraft programs, including aircraft procurement in ISR. Revenue was also impacted by lower revenue in Maritime from timing on domestic programs.

The increase in IMS segment operating income for the quarter ended March 29, 2024 compared with the quarter ended March 31, 2023 was primarily due to improved program performance and favorable mix in ISR, partially offset by lower product volumes in GOS.

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CS Segment

									Quarter Ended
(Dollars in millions)																					March 29, 2024						March 31, 2023						% Inc/(Dec)
Revenue																					$	1,294					$	1,163					11		%
Operating income																					310						266						17		%
Operating margin																					24.0		%				22.9		%

The increase in CS segment revenue for the quarter ended March 29, 2024 compared with the quarter ended March 31, 2023 was primarily due to higher revenues of $51 million in Tactical Communications associated with an increase in DoD sales, $47 million in Integrated Vision Solutions from higher volumes and improved program performance and $34 million in Broadband Communications from higher volumes.

The increase in CS segment operating income for the quarter ended March 29, 2024 compared with the quarter ended March 31, 2023 was primarily due to higher volumes and improved program performance in Integrated Vision Solutions, partially offset by the unfavorable mix of higher DoD sales in Tactical Communications.

AR Segment

			Quarter Ended
(Dollars in millions)			March 29, 2024						March 31, 2023						% Inc/(Dec)
Revenue			$	542					**						*
Operating income			72						**						*
Operating margin			13.3		%				****

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** AR is a reportable segment established during the quarter ended September 29, 2023, which consists of operations of AJRD. As such, there is no comparable prior year information.

• Not meaningful

Results were driven by program performance across both the Missile Solutions and Space Propulsion and Power Systems sectors in the quarter ended March 29, 2024.

Operating income was impacted by cost synergies recognized in the quarter ended March 29, 2024.

Unallocated Corporate Expenses

									Quarter Ended
(Dollars in millions)																					March 29, 2024						March 31, 2023
Total unallocated corporate expenses																					$	(410)					$	(245)

Total unallocated corporate expenses include the portion of corporate costs not included in management’s evaluation of segment operating performance. Unallocated corporate expenses increased $165 million in the quarter ended March 29, 2024 compared with the quarter ended March 31, 2023, primarily due to an increase of $114 million from LHX NeXt implementation costs, as discussed in the “Results of Operations” section of this MD&A under the “General and Administrative Expenses” heading, and an increase of $52 million in amortization of acquisition-related intangibles.

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LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL STRATEGIES

Cash Flows

			Quarter Ended
(In millions)			March 29, 2024						March 31, 2023
Cash and cash equivalents, beginning of period			$	560					$	880
Operating Activities:
Net income			285						339
Non-cash adjustments			233						144
Changes in working capital			(497)						(120)
Other, net			(125)						(13)
Net cash (used in) provided by operating activities			(104)						350
Net cash used in investing activities			(116)						(2,048)
Net cash provided by financing activities			144						1,361
Effect of exchange rate changes on cash and cash equivalents			(7)						2
Net decrease in cash and cash equivalents			(83)						(335)
Cash and cash equivalents, end of period			$	477					$	545

Net cash (used in) provided by operating activities

The $104 million net cash used in operating activities in the quarter ended March 29, 2024 compared with $350 million net cash provided by operating activities in the quarter ended March 31, 2023 was primarily due to $377 million more cash used to fund net working capital (i.e., receivables, contract assets, inventories, accounts payable and contract liabilities), primarily due to timing, and a $128 million increase in payments of interest on outstanding variable and fixed-rate debt, partially offset by an increase in net income excluding the impact of non-cash adjustments.

Net cash used in investing activities

The $1,932 million decrease in net cash used in investing activities in the quarter ended March 29, 2024 compared with the quarter ended March 31, 2023 was primarily due to the $1,973 million cash used for the acquisitions of Viasat, Inc.’s Tactical Data Links in the first quarter of fiscal 2023.

Net cash provided by financing activities

The $1,217 million decrease in net cash provided by financing activities in the quarter ended March 29, 2024 compared with the quarter ended March 31, 2023 was primarily due to $2.25 billion in repayments of borrowings on our Term Loan 2025, partially offset by $601 million of net proceeds from issuances of commercial paper and a decrease in cash used to repurchase our common stock under our share repurchase program of $163 million. See Note G: Debt and Credit Arrangements in the Notes for further information.

Cash and cash equivalents

At March 29, 2024, we had cash and cash equivalents of $477 million, which includes $268 million held by our foreign subsidiaries, a significant portion of which we believe can be repatriated to the U.S. with minimal tax cost.

Capital Structure and Resources

Described below are significant changes to our credit arrangements and debt during the quarter ended March 29, 2024.

Credit Arrangements and CP Program

Credit Agreements. On January 26, 2024, we replaced the 2023 Credit Agreement with the 2024 Credit Agreement. At March 29, 2024, we had no outstanding borrowings under either our 2024 Credit Agreement or our 2022 Credit Agreement, had available borrowing capacity of $1.3 billion, net of outstanding CP Program borrowings, and were in compliance with all covenants under both aforementioned credit agreements.

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Commercial Paper Programs. Under the CP Program, we may issue unsecured commercial paper notes up to a maximum aggregate amount of $3.0 billion. Subject to notice and certain other requirements of the CP Program, we may increase the aggregate amount available for issuance up to $3.5 billion. From time to time, we use borrowings under the CP Program for general corporate purposes, including the funding of acquisitions, debt refinancing, dividend payments and repurchases of our common stock.

During the quarter ended March 29, 2024, we had a maximum outstanding balance of $2.7 billion and a daily average outstanding balance of $2.3 billion under our CP Program. We expect balances under the CP Program to remain elevated as compared to historical norms through fiscal 2025. For further information about our Credit Agreements and CP Program, see Note G: Debt and Credit Arrangements in the Notes.

Debt

At March 29, 2024, we had $11.5 billion of outstanding long-term debt, net, including the current portion of long-term debt, net and financing lease obligations, the majority of which we incurred in connection with merger and acquisition activity.

Debt Refinancing. During the quarter ended March 29, 2024, we closed the issuance and sale of $2.25 billion aggregate principal amount of the 2024 Notes. These notes were used to repay the entire outstanding $2.25 billion drawn on Term Loan 2025. For further information about our long-term debt, see Note G: Debt and Credit Arrangements in the Notes and Note 8: Debt and Credit Arrangements in our Fiscal 2023 Form 10-K.

Liquidity Assessment

Given our current cash position, outlook for funds generated from operations, credit ratings, available credit facilities, cash needs and debt structure, we have not experienced to date, and do not expect to experience, any material issues with liquidity for the next twelve months and in the longer term, although, we can give no assurances concerning our future liquidity, particularly in light of our overall level of debt. See Part I: Item 1A. Risk Factors in our Fiscal 2023 Form 10-K.

Based on our current business plan and revenue prospects, we believe that our existing cash, funds generated from operations, availability under our senior unsecured credit facilities and our CP Program and access to the public and private debt and equity markets will be sufficient to provide for our anticipated working capital requirements, capital expenditures and repayments of our debt securities at maturity for the next twelve months and the reasonably foreseeable future thereafter. Our total additions of property, plant and equipment net of proceeds from the sale of property, plant and equipment for fiscal 2024 are expected to be approximately 2% of revenue. Other than operating expenses, cash uses for fiscal 2024 are expected to consist primarily of additions of property, plant and equipment, dividend payments, debt repayments, LHX NeXt implementation costs and repurchases under our share repurchase program. See “Capital Structure and Resources” and “Commercial Commitments” in Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2023 Form 10-K for further information regarding our cash requirements.

Funding of Pension Plans

With respect to our U.S. qualified defined benefit pension plans, we intend to contribute annually no less than the required minimum funding thresholds. We do not expect to make material contributions to these plans in fiscal 2024.

Future required contributions primarily will depend on the actual annual return on assets and the discount rate used to measure the benefit obligation at the end of each year. Depending on these factors, and the resulting funded status of our pension plans, the level of future statutory required minimum contributions could be material. We had net defined benefit plan assets of $135 million as of March 29, 2024. See Note 9: Retirement Benefits in our Fiscal 2023 Form 10-K and Note H: Retirement Benefits in the Notes for further information regarding our pension plans.

Common Stock Repurchases

During the quarter ended March 29, 2024, we used $233 million to repurchase 1.1 million shares of our common stock under our share repurchase program at an average price per share of $213.33, including commissions of $0.02 per share. During the quarter ended March 29, 2024, $20 million in shares of our common stock were delivered to us or withheld by us to satisfy withholding taxes on employee share-based awards. Shares repurchased by us are cancelled and retired.

At March 29, 2024, we had a remaining unused authorization under our repurchase program of $3.7 billion. See Liquidity, Capital Resources and Financial Strategies in our Fiscal 2023 Form 10-K and Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of this Report for further information regarding common stock repurchases*.*

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Dividends

On February 23, 2024, we announced that our Board of Directors (“Board”) increased the quarterly per share cash dividend rate on our common stock from $1.14 to $1.16, commencing with the dividend declared by our Board for the first quarter of fiscal 2024, for an annualized per share cash dividend rate of $4.64. See item 5. Market for registrant’s common equity, related stockholder matters and issuer repurchases of equity securities in our Fiscal 2023 Form 10-K for further information regarding our dividends.

Material Cash Requirements and Commercial Commitments

The amounts disclosed in our Fiscal 2023 Form 10-K include our material cash requirements and commercial commitments. Except for the level of indebtedness under our CP Program and the establishment of our new 2024 Credit Facility, there were no material changes to our material cash requirements from contractual cash obligations to repay debt, to purchase goods and services or to make payments under operating leases or our commercial commitments; or in our contingent liabilities on outstanding surety bonds, standby letters of credit agreements or other arrangements with financial institutions and customers primarily relating to the guarantee of future performance on certain contracts to provide products and services to customers or to obtain insurance policies with our insurance carriers as disclosed in our Fiscal 2023 Form 10-K. Further information about our Credit Agreements and CP Program can be found in “Capital Structure and Resources” in this MD&A and Note G: Debt and Credit Arrangements in the Notes.

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

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to the critical accounting estimates disclosed in “Critical Accounting Estimates” in Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2023 Form 10-K, except, as set forth below.

Goodwill

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

Fiscal 2024 Impairment Tests. Effective in fiscal 2024, to better align our businesses, we adjusted our IMS segment by realigning our EO and Maritime sectors, which are also reporting units, splitting EO into two sectors, GOS and DE, and moving one EO business to the Maritime sector. GOS and DE 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. See Note E: Goodwill and Other Intangible Assets in the Notes for more information.

Impact of Recently Issued Accounting Pronouncements

There have been no new accounting pronouncements which became effective during quarter ended March 29, 2024 that have had a material impact on our Condensed Consolidated Financial Statements.

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FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS

This Report contains forward-looking statements that involve risks and uncertainties, as well as assumptions that may not materialize or prove correct, which could cause our results to differ materially from those expressed in or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements concerning: our plans, strategies and objectives for future operations; new products, systems, technologies, services or developments; future economic conditions, performance or outlook; future political conditions; the outcome of contingencies or litigation; environmental remediation cost estimates; the potential level of share repurchases, dividends or pension contributions; potential divestitures and the timing thereof; the integration of our acquisitions; the value of contract awards and programs; expected revenue; expected cash flows or capital expenditures; our beliefs or expectations; activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future; and assumptions underlying any of the foregoing. Forward-looking statements may be identified by their use of forward-looking terminology, such as “believes,” “expects,” “may,” “could,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates,” “projects” and similar words or expressions. You should not place undue reliance on these forward-looking statements, which reflect our management’s opinions only as of the date of filing of this Report and are not guarantees of future performance or actual results. Factors that might cause our results to differ materially from those expressed in or implied by these forward-looking statements, from our current expectations or projections or from our historical results include, but are not limited to, those discussed in Part I: Item 1A. Risk Factors in our Fiscal 2023 Form 10-K and in Part II. Item 1A. Risk Factors of this Report. All forward-looking statements are qualified by, and should be read in conjunction with, those risk factors. Forward-looking statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and are made as of the date of filing of this Report, and we disclaim any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events or developments or otherwise, after the date of filing of this Report or, in the case of any document incorporated by reference, the date of that document.

The following are some of the factors we believe could cause our actual results to differ materially from our historical results or our current expectations or projections. Other factors besides those listed here also could adversely affect us. See Part I: Item 1A. Risk Factors in our Fiscal 2023 Form 10-K and Part II. Item 1A. Risk Factors of this Report for more information regarding factors that might cause our results to differ materially from those expressed in or implied by the forward-looking statements contained in this Report.

• We depend on winning business in competitive markets from U.S. Government customers for a significant portion of our revenue.

• A reduction in U.S. Government funding or a change in U.S. Government spending priorities could have an adverse impact on our business, financial condition, results of operations, cash flows and equity.

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

• We depend significantly on U.S. Government contracts, which generally are subject to immediate termination and heavily regulated and audited. The application or impact of regulations, unilateral government action, termination or negative audit findings for one or more of these contracts could have an adverse impact on our business, financial condition, results of operations, cash flows and equity.

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

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

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

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

• We depend on our subcontractors and suppliers to provide materials, components, subsystems and services for many of our products and services, and failures in or disruptions to our supply chain could cause our products and or services to be produced or delivered in an untimely or unsatisfactory manner.

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

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

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

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

• With our acquisition of AJRD, there is risk of the release, unplanned ignition, explosion, or improper handling of dangerous materials used in our business, which could disrupt our operations and adversely affect our financial results.

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

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

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

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

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

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

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

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

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

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

• Challenges arising from the expanded operations related to the acquisition of AJRD may affect our future results.

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

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

In the normal course of business, we are exposed to the risks associated with foreign currency exchange rates and changes in interest rates and market return fluctuations on our defined benefit plans. Other than the debt refinanced as discussed in the Liquidity and Capital Resources section of Part I: Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations above, there were no material changes during the quarter ended March 29, 2024, with respect to the information appearing in Part II: Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Fiscal 2023 Form 10-K.

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Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosures. As required by Rule 13a-15 under the Exchange Act, as of March 29, 2024, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our CEO and our CFO. Based on this work and other evaluation procedures, our management, including our CEO and CFO, has concluded that as of March 29, 2024, our disclosure controls and procedures were effective.

Changes in Internal Control

We periodically review our internal control over financial reporting (“ICFR”) as part of our efforts to ensure compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. In addition, we routinely review our system of ICFR to identify potential changes to our processes and systems that may improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment.

We completed our integration of the Tactical Data Links product line into the existing CS segment systems and processes from an ICFR perspective during the quarter ended March 29, 2024. As part of our acquisition of AJRD, we are in the process of incorporating our controls and procedures with respect to AJRD’s operations, and we will include internal controls with respect to AJRD’s operations in our assessment of the effectiveness of our ICFR as of the end of fiscal 2024. Other than changes related to incorporating our controls and procedures with respect to AJRD operations, there have been no changes in our ICFR that occurred during the quarter ended March 29, 2024 that have materially affected, or are reasonably likely to materially affect, our ICFR.

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS.

See Note Q: Legal Proceedings and Contingencies in the Notes for discussion regarding material legal proceedings and contingencies. Except as set forth in such discussion, there have been no material developments in legal proceedings as reported in Part I: Item 3. Legal Proceedings in our Fiscal 2023 Form 10-K.

Investors should carefully review and consider the information regarding certain factors that could materially affect our business, results of operations, financial condition, cash flows and equity as set forth in Part I: Item 1A. Risk Factors in our Fiscal 2023 Form 10-K. There have been no material changes to the risk factors disclosed in our Fiscal 2023 Form 10-K. We may disclose changes to our risk factors or disclose additional risk factors from time to time in our future filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently believe not to be material also may adversely impact our business, financial condition, results of operations, cash flows and equity.

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

Issuer Purchases of Equity Securities

The following table sets forth information with respect to repurchases by us of our common stock during the quarter ended March 29, 2024:

Period*			Total number of shares purchased						Average price paid per share						Total number of shares purchased as part of publicly announced plans or programs**(1)**						Maximum approximate dollar value of shares that may yet be purchased under the plans or programs**(1)** ($ in millions)
Month No. 1
(December 30, 2023 - January 26, 2024)
Repurchase program(1)			—						$	—					—						$	3,935
Employee transactions(2)			1,690						$	204.54					—						—
Month No. 2
(January 27, 2024 - February 23, 2024)
Repurchase program(1)			75,000						$	212.80					75,000						$	3,919
Employee transactions(2)			1,967						$	209.80					—						—
Month No. 3
(February 24, 2024 - March 29, 2024)
Repurchase program(1)			1,015,000						$	213.35					1,015,000						$	3,702
Employee transactions(2)			90,897						$	211.92					—						—
Total			1,184,554												1,090,000						$	3,702

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• Periods represent our fiscal months.

(1) On October 21, 2022, we announced that our Board approved a $3.0 billion share repurchase authorization under our share repurchase program that was in addition to the remaining unused authorization of $1.5 billion at that time. Our repurchase program does not have an expiration date and authorizes us to repurchase shares of our common stock through open market purchases, private transactions, transactions structured through investment banking institutions or any combination thereof. As of March 29, 2024, the remaining unused authorization under our repurchase programs was $3.7 billion (as reflected in the table above).

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

Sales of Unregistered Equity Securities

During the quarter ended March 29, 2024, we did not issue or sell any unregistered equity securities.

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Item 3. DEFAULTS UPON SENIOR SECURITIES.

None.

Item 4. MINE SAFETY DISCLOSURES.

Not applicable.

Securities Trading Plans of Directors and Executive Officers

We require all executive officers and directors to effect purchase and sale transactions in L3Harris securities pursuant to a trading plan (each, a “10b5-1 Plan”) intended to satisfy the requirements of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”). We limit executive officers to a single 10b5-1 Plan in effect at any time, subject to limited exceptions in accordance with Rule 10b5-1. In addition, our stock ownership guidelines require executive officers to maintain ownership of L3Harris securities (excluding stock options and unearned performance share units) with a value equal to a multiple of their annual salary. Each executive officer identified in the table below is expected to hold securities considerably in excess of L3Harris’ stock ownership guidelines following the sale of the maximum number of shares contemplated.

The following table includes the material terms (other than with respect to the price) of each 10b5-1 Plan adopted or terminated by our executive officers and directors during the quarter ended March 29, 2024:

Name and title						Date of adoption of 10b5-1 Plan**(1)**						Date of termination of 10b5-1 Plan						Scheduled expiration date of 10b5-1 Plan**(2)**						Aggregate number of shares of common stock to be purchased or sold**(3)**
Christopher E. Kubasik Chair and CEO						February 21, 2024						N/A						June 13, 2024						Up to 76,190 shares underlying options expiring in 2026
Scott T. Mikuen Senior Vice President, General Counsel and Secretary						March 13, 2024						N/A						September 4, 2024						Up to 26,414 shares, including 15,887 shares underlying options expiring in 2027
Sean Stackley Senior Vice President, Strategy, Growth & Technology						March 13, 2024						N/A						September 13, 2024						Up to 6,708 shares

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(1) Transactions under each Rule 10b5-1 Plan commence no earlier than 90 days after adoption, or such later date as required by Rule 10b5-1.

(2) Each Rule 10b5-1 Plan may expire on such earlier date as all transactions are completed.

(3) Each Rule 10b5-1 Plan provides for shares to be sold on multiple predetermined dates.