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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 29, 2019April 3, 2020
or
oTRANSITION 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
HARRIS CORPORATIONL3HARRIS 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
 329l9
Melbourne,Florida32919
(Address of principal executive offices) (Zip Code)
(321) 727-9l00
(Registrant’s telephone number, including area code)
No changes
(Former name, former address and former fiscal year, if changed since last report)
Registrant’s telephone number, including area code: (321727-9100
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 HRSLHX New York Stock Exchange
Indicate by check mark whether the registrant (l) 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    pYeso  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    pYeso  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 filero
Non-accelerated filer o   Smaller reporting companyo
Emerging growth company o    
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. po
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     p  Yes    þ  No
The number of shares outstanding of the registrant’s common stock as of April 26, 2019May 1, 2020 was 118,125,597215,870,340 shares.



HARRIS CORPORATIONL3HARRIS TECHNOLOGIES, INC.
FORM 10-Q
For the Quarter Ended March 29, 2019April 3, 2020
INDEX
TABLE OF CONTENTS
 
Page
No.
Part I. Financial Information: 
Item 1. Financial Statements (Unaudited): 
Condensed Consolidated Statement of Income for the Quarter Ended April 3, 2020 and Three Quarters Ended March 29, 2019 and March 30, 2018
Condensed Consolidated Statement of Comprehensive Income for the Quarter Ended April 3, 2020 and Three Quarters Ended March 29, 2019 and March 30, 2018
Condensed Consolidated Balance Sheet at March 29, 2019April 3, 2020 and June 29, 2018January 3, 2020
Condensed Consolidated Statement of Cash Flows for the Three QuartersQuarter Ended April 3, 2020 and March 29, 2019 and March 30, 2018
Condensed Consolidated Statement of Equity for the Quarter Ended April 3, 2020 and Three Quarters Ended March 29, 2019 and March 30, 2018
Notes to Condensed Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
  
Part II. Other Information: 
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
  
Signature
This Quarterly Report on Form 10-Q contains trademarks, service marks and registered marks of Harris CorporationL3Harris Technologies, Inc. and its subsidiaries. All other trademarks are the property of their respective owners.




PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
HARRIS CORPORATIONL3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
Quarter Ended Three Quarters EndedQuarter Ended
March 29, 2019 March 30, 2018 March 29, 2019 March 30, 2018April 3, 2020 March 29, 2019
          
(In millions, except per share amounts)(In millions, except per share amounts)
Revenue from product sales and services$1,728
 $1,562
 $4,936
 $4,507
$4,626
 $1,728
Cost of product sales and services(1,139) (1,028) (3,244) (2,969)(3,298) (1,139)
Engineering, selling and administrative expenses(310) (331) (893) (890)(815) (310)
Impairment of goodwill and other assets(324) 
Non-operating income46
 46
 140
 136
95
 46
Interest income1
 
 2
 1
5
 1
Interest expense(43) (41) (130) (124)(68) (43)
Income from continuing operations before income taxes283
 208
 811
 661
221
 283
Income taxes(40) (10) (127) (167)(26) (40)
Income from continuing operations243
 198
 684
 494
195
 243
Discontinued operations, net of income taxes
 (2) (3) (8)(1) 
Net income$243
 $196
 $681
 $486
194
 243
Noncontrolling interests, net of income taxes23
 
Net income attributable to L3Harris Technologies, Inc.$217
 $243
Amounts attributable to L3Harris Technologies, Inc. common shareholders   
Income from continuing operations$218
 $243
Discontinued operations, net of income taxes(1) 
Net income$217
 $243
          
Net income per common share       
Net income per common share attributable to L3Harris Technologies, Inc. common shareholders   
Basic          
Continuing operations$2.06
 $1.66
 $5.79
 $4.15
$1.00
 $2.06
Discontinued operations
 (0.01) (0.02) (0.07)
 
$2.06
 $1.65
 $5.77
 $4.08
$1.00
 $2.06
Diluted          
Continuing operations$2.02
 $1.63
 $5.67
 $4.07
$0.99
 $2.02
Discontinued operations
 (0.01) (0.02) (0.07)
 
$2.02
 $1.62
 $5.65
 $4.00
$0.99
 $2.02
          
Basic weighted average common shares outstanding117.9
 118.4
 117.9
 118.7
217.3
 117.9
Diluted weighted average common shares outstanding120.3
 121.0
 120.3
 121.1
219.3
 120.3
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

HARRIS CORPORATIONL3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited) 
 Quarter Ended Three Quarters Ended
 March 29, 2019 March 30, 2018 March 29, 2019 March 30, 2018
        
 (In millions)
Net income$243
 $196
 $681
 $486
Other comprehensive income (loss):       
Foreign currency translation gain (loss), net of income taxes3
 5
 (5) 26
Net unrealized gain (loss) on hedging derivatives, net of income taxes(8) 
 (7) 1
Net unrecognized loss on postretirement obligations, net of income taxes(1) 
 (3) 
Other comprehensive income (loss), net of income taxes(6) 5
 (15) 27
Total comprehensive income$237
 $201
 $666
 $513

 Quarter Ended
 April 3, 2020 March 29, 2019
    
 (In millions)
Net income$194
 $243
Other comprehensive loss:   
Foreign currency translation gain (loss), net of income taxes(67) 3
Net unrealized loss on hedging derivatives, net of income taxes(73) (8)
Net unrecognized loss on postretirement obligations, net of income taxes(1) (1)
Other comprehensive loss, net of income taxes(141) (6)
Total comprehensive income53
 237
Comprehensive loss attributable to noncontrolling interests23
 
Total comprehensive income attributable to L3Harris Technologies, Inc.$76
 $237
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

HARRIS CORPORATIONL3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
 April 3,
2020
 January 3,
2020
    
 (In millions, except shares)
Assets   
Current Assets   
Cash and cash equivalents$663
 $824
Receivables1,278
 1,216
Contract assets2,467
 2,459
Inventories990
 1,219
Income taxes receivable205
 202
Other current assets400
 392
Assets of disposal group held for sale1,208
 
Total current assets7,211
 6,312
Non-current Assets   
Property, plant and equipment2,032
 2,117
Operating lease right-of-use assets
784
 837
Goodwill19,265
 20,001
Other intangible assets8,171
 8,458
Deferred income taxes112
 102
Other non-current assets530
 509
Total non-current assets30,894
 32,024
 $38,105
 $38,336
Liabilities and Equity   
Current Liabilities   
Short-term debt$2
 $3
Accounts payable1,422
 1,261
Contract liabilities1,138
 1,214
Compensation and benefits329
 460
Other accrued items1,095
 790
Income taxes payable37
 24
Current portion of long-term debt, net896
 257
Liabilities of disposal group held for sale204
 
Total current liabilities5,123
 4,009
Non-current Liabilities   
Defined benefit plans1,744
 1,819
Operating lease liabilities729
 781
Long-term debt, net6,294
 6,694
Deferred income taxes1,402
 1,481
Other long-term liabilities786
 808
Total non-current liabilities10,955
 11,583
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 215,759,497 shares at April 3, 2020 and 218,226,614 shares at January 3, 2020216
 218
Other capital20,182
 20,694
Retained earnings2,151
 2,183
Accumulated other comprehensive loss(651) (508)
Total shareholders’ equity21,898
 22,587
Noncontrolling interests129
 157
Total equity22,027
 22,744
 $38,105
 $38,336
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
 March 29, 2019 June 29, 2018
    
 (In millions, except shares)
Assets   
Current Assets   
Cash and cash equivalents$334
 $288
Receivables453
 466
Contract assets881
 782
Inventories433
 411
Income taxes receivable77
 174
Other current assets107
 103
Total current assets2,285
 2,224
Non-current Assets   
Property, plant and equipment904
 900
Goodwill5,371
 5,372
Other intangible assets902
 989
Non-current deferred income taxes91
 119
Other non-current assets239
 247
Total non-current assets7,507
 7,627
 $9,792
 $9,851
Liabilities and Equity   
Current Liabilities   
Short-term debt$103
 $78
Accounts payable523
 622
Contract liabilities466
 372
Compensation and benefits176
 142
Other accrued items316
 317
Income taxes payable16
 15
Current portion of long-term debt, net6
 304
Total current liabilities1,606
 1,850
Non-current Liabilities   
Defined benefit plans601
 714
Long-term debt, net3,412
 3,408
Non-current deferred income taxes59
 79
Other long-term liabilities507
 522
Total non-current liabilities4,579
 4,723
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 118,072,477 shares at March 29, 2019 and 118,280,120 shares at June 29, 2018118
 118
Other capital1,720
 1,714
Retained earnings1,986
 1,648
Accumulated other comprehensive loss(217) (202)
Total shareholders’ equity3,607
 3,278
 $9,792
 $9,851
 Quarter Ended
 April 3, 2020 March 29, 2019
    
 (In millions)
Operating Activities   
Net income$194
 $243
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization230
 64
Share-based compensation87
 37
Qualified pension plan contributions(2) 
Pension and other postretirement benefit plan income(80) (37)
Impairment of goodwill and other assets324
 
Deferred income taxes(35) 5
(Increase) decrease in:   
Accounts receivable(164) 41
Contract assets(110) (52)
Inventories40
 (8)
Increase (decrease) in:   
Accounts payable253
 2
Contract liabilities(47) (13)
Compensation and benefits(126) 48
Income taxes20
 35
Other accrued items(69) 26
Other18
 14
Net cash provided by operating activities533
 405
Investing Activities   
Net additions of property, plant and equipment(48) (37)
Other investing activities(10) 
Net cash used in investing activities(58) (37)
Financing Activities   
Net proceeds from borrowings245
 
Repayments of borrowings(1) (301)
Proceeds from exercises of employee stock options33
 6
Repurchases of common stock(700) 
Cash dividends(183) (81)
Distributions to noncontrolling interests(5) 
Tax withholding payments associated with vested share-based awards(1) (4)
Net cash used in financing activities(612) (380)
Effect of exchange rate changes on cash and cash equivalents(24) 3
Net decrease in cash and cash equivalents(161) (9)
Cash and cash equivalents, beginning of year824
 343
Cash and cash equivalents, end of quarter$663
 $334
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

HARRIS CORPORATIONL3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWSEQUITY
(Unaudited)
 Three Quarters Ended
 March 29, 2019 March 30, 2018
    
 (In millions)
Operating Activities   
Net income$681
 $486
Adjustments to reconcile net income to net cash provided by operating activities:   
Amortization of acquisition-related intangibles87
 87
Depreciation and other amortization106
 105
Share-based compensation107
 50
Qualified pension plan contributions
 (301)
Pension income(102) (101)
(Increase) decrease in:   
Accounts receivable13
 (94)
Contract assets(99) (110)
Inventories(22) (36)
Increase (decrease) in:   
Accounts payable(99) (46)
Contract liabilities94
 58
Income taxes117
 148
Other(9) (16)
Net cash provided by operating activities874
 230
Investing Activities   
Additions of property, plant and equipment(104) (79)
Adjustment to proceeds from sale of business
 (2)
Net cash used in investing activities(104) (81)
Financing Activities   
Proceeds from borrowings25
 552
Repayments of borrowings(303) (367)
Proceeds from exercises of employee stock options24
 31
Repurchases of common stock(200) (197)
Cash dividends(244) (205)
Other financing activities(24) (10)
Net cash used in financing activities(722) (196)
Effect of exchange rate changes on cash and cash equivalents(2) 6
Net increase (decrease) in cash and cash equivalents46
 (41)
Cash and cash equivalents, beginning of year288
 484
Cash and cash equivalents, end of quarter$334
 $443
 
Common
Stock
 
Other
Capital
 
Retained
Earnings
 
Accumulated Other
Comprehensive Loss
 
Non-controlling
Interests
 
Total
Equity
            
 (In millions, except per share amounts)
Balance at January 3, 2020$218
 $20,694
 $2,183
 $(508) $157
 $22,744
Net income
 
 217
 
 (23) 194
Other comprehensive loss
 
 
 (141) 
 (141)
Net gain from postretirement obligations and hedging derivatives reclassified to earnings
 
 
 (2) 
 (2)
Shares issued under stock incentive plans1
 32
 
 
 
 33
Shares issued under defined contribution plans
 71
 
 
 
 71
Share-based compensation expense
 16
 
 
 
 16
Repurchases and retirement of common stock(3) (631) (66) 
 
 (700)
Cash dividends ($.85 per share)
 
 (183) 
 
 (183)
Distributions to noncontrolling interests
 
 
 
 (5) (5)
Balance at April 3, 2020$216
 $20,182
 $2,151
 $(651) $129
 $22,027
            
Balance at December 28, 2018$118
 $1,681
 $1,824
 $(211) $
 $3,412
Net income
 
 243
 
 
 243
Other comprehensive loss
 
 
 (6) 
 (6)
Shares issued under stock incentive plans
 7
 
 
 
 7
Shares issued under defined contribution plans
 23
 
 
 
 23
Share-based compensation expense
 14
 
 
 
 14
Repurchases and retirement of common stock
 (5) 
 
 
 (5)
Cash dividends ($.685 per share)
 
 (81) 
 
 (81)
Balance at March 29, 2019$118
 $1,720
 $1,986
 $(217) $
 $3,607
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

HARRIS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(Unaudited)
 
Common
Stock
 
Other
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Total
Equity
          
 (In millions, except per share amounts)
Balance at June 29, 2018$118
 $1,714
 $1,648
 $(202) $3,278
Net income
 
 213
 
 213
Shares issued under stock incentive plans1
 15
 
 
 16
Shares issued under defined contribution plans
 23
 
 
 23
Share-based compensation expense
 14
 
 
 14
Repurchases and retirement of common stock(1) (118) (99) 
 (218)
Cash dividends ($.685 per share)
 
 (82) 
 (82)
Balance at September 28, 2018118
 1,648
 1,680
 (202) 3,244
Net income
 
 225
 
 225
Other comprehensive income
 
 
 (9) (9)
Shares issued under stock incentive plans
 2
 
 
 2
Shares issued under defined contribution plans
 17
 
 
 17
Share-based compensation expense
 15
 
 
 15
Repurchases and retirement of common stock
 (1) 
 
 (1)
Cash dividends ($.685 per share)
 
 (81) 
 (81)
Balance at December 28, 2018118
 1,681
 1,824
 (211) 3,412
Net income
 
 243
 
 243
Other comprehensive income
 
 
 (6) (6)
Shares issued under stock incentive plans
 7
 
 
 7
Shares issued under defined contribution plans
 23
 
 
 23
Share-based compensation expense
 14
 
 
 14
Repurchases and retirement of common stock
 (5) 
 
 (5)
Cash dividends ($.685 per share)
 
 (81) 
 (81)
Balance at March 29, 2019$118
 $1,720
 $1,986
 $(217) $3,607
          
Balance at June 30, 2017$120
 $1,741
 $1,318
 $(276) $2,903
Net income
 
 159
 
 159
Other comprehensive income
 
 
 26
 26
Shares issued under stock incentive plans
 14
 
 
 14
Share-based compensation expense
 11
 
 
 11
Repurchases and retirement of common stock(1) (73) (48) 
 (122)
Forward contract component of accelerated share repurchase
 38
 
 
 38
Cash dividends ($.570 per share)
 
 (69) 
 (69)
Balance at September 29, 2017119
 1,731
 1,360
 (250) 2,960
Net income
 
 131
 
 131
Other comprehensive income
 
 
 (4) (4)
Shares issued under stock incentive plans
 4
 
 
 4
Share-based compensation expense
 12
 
 
 12
Repurchases and retirement of common stock
 (42) (34) 
 (76)
Cash dividends ($.570 per share)
 
 (68) 
 (68)
Balance at December 29, 2017119
 1,705
 1,389
 (254) 2,959
Net income
 
 196
 
 196
Other comprehensive income
 
 
 5
 5
Shares issued under stock incentive plans1
 11
 
 
 12
Shares issued under defined contribution plans
 13
 
 
 13
Share-based compensation expense
 12
 
 
 12
Repurchases and retirement of common stock(1) (17) (14) 
 (32)
Cash dividends ($.570 per share)
 
 (68) 
 (68)
Balance at March 30, 2018$119
 $1,724
 $1,503
 $(249) $3,097
          
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note A — Significant Accounting Policies and Recent Accounting Standards
Basis of Presentation
The accompanying Condensed Consolidated Financial Statements (Unaudited) include the accounts of Harris CorporationL3Harris Technologies, Inc. and its consolidated subsidiaries. As used in these Notes to Condensed Consolidated Financial Statements (Unaudited) (these “Notes”), the terms “Harris,“L3Harris,” “Company,” “we,” “our” and “us” refer to Harris CorporationL3Harris Technologies, Inc. and its consolidated subsidiaries. Intracompany transactions and accounts have been eliminated in consolidation. The accompanying Condensed Consolidated Financial Statements (Unaudited) have been prepared by Harris,L3Harris, without an audit, in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all information and footnotes necessary for a complete presentation of financial condition, results of operations, cash flows and equity in conformity with GAAP for annual financial statements. In the opinion of management, such interim financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of our financial condition, results of operations and cash flows for the periods presented therein. The results for the quarter and three quarters ended March 29, 2019April 3, 2020 are not necessarily indicative of the results that may be expected for the full fiscal year or any subsequent period. The balance sheet at June 29, 2018January 3, 2020 has been derived from our audited financial statements, but does not include all of the information and footnotes required by GAAP for annual financial statements. We provide complete, audited financial statements in our AnnualTransition Report on Form 10-K,10-KT for the fiscal transition period from June 29, 2019 to January 3, 2020 (our “Fiscal Transition Period Form 10-KT”), which includes information and footnotes required by the rules and regulations of the SEC. The information included in this Quarterly Report on Form 10-Q (this “Report”) should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements included in our Annual ReportFiscal Transition Period Form 10-KT.
On October 12, 2018, Harris Corporation, a Delaware corporation (“Harris”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with L3 Technologies, Inc., a Delaware corporation (“L3”), and Leopard Merger Sub Inc., a Delaware corporation and a newly formed, direct wholly owned subsidiary of Harris (“Merger Sub”), pursuant to which Harris and L3 agreed to combine their respective businesses in an all-stock merger, at the closing of which Merger Sub would merge with and into L3, with L3 continuing as the surviving corporation and a direct wholly owned subsidiary of Harris (the “L3Harris Merger”).
The closing of the L3Harris Merger occurred on Form 10-KJune 29, 2019 (the “Closing Date”), the day after Harris’ fiscal 2019 ended and the first day of the fiscal transition period ended January 3, 2020 (the “Fiscal Transition Period”). Upon completion of the L3Harris Merger, Harris was renamed “L3Harris Technologies, Inc.” (“L3Harris”), and each share of L3 common stock converted into the right to receive 1.30 shares (“Exchange Ratio”) of L3Harris common stock. Shares of L3Harris common stock, which previously traded under ticker symbol “HRS” on the New York Stock Exchange prior to completion of the L3Harris Merger, are traded under ticker symbol “LHX” following completion of the L3Harris Merger. L3Harris was owned on a fully diluted basis approximately 54 percent by Harris shareholders and 46 percent by L3 shareholders immediately following the completion of the L3Harris Merger.
We are accounting for the fiscal year endedL3Harris Merger under the acquisition method of accounting. Under the acquisition method of accounting, we are required to measure identifiable assets acquired, liabilities assumed and any noncontrolling interests in the acquiree at their fair values as of the Closing Date. The excess of the consideration transferred over those fair values is recorded as goodwill. See Note B — Business Combination in these Notes for additional information related to the L3Harris Merger.
We implemented a new organizational structure effective on June 29, 2018 (our “Fiscal 2018 Form 10-K”)2019, which resulted in changes to our operating segments, which are also reportable segments and referred to as our business segments. The historical results, discussion and presentation of our business segments as set forth in our Current Report on Form 8-K filed with the SEC on December 13, 2018 (our “Fiscal 2017-2018 Update 8-K”), which updatedaccompanying Condensed Consolidated Financial Statements (Unaudited) and superseded historical fiscal 2018 and fiscal 2017 financial information contained in Item 7, Item 8 and certain other Items in our Fiscal 2018 Form 10-K tothese Notes reflect the impact of these changes for those two fiscal yearsall periods presented in order to present segment information on a comparable basis. There is no impact on our previously reported consolidated statements of retrospective applicationincome, balance sheets, statements of Accounting Standards Update (“ASU”) 2014-09, Accounting Standards Codification (“ASC”) 606, Revenuecash flows or statements of equity resulting from Contracts with Customers (Topic 606)these changes.
On September 13, 2019, we completed the sale of the Harris Night Vision business to Elbit Systems of America, LLC, a subsidiary of Elbit Systems Ltd., for $350 million (net cash proceeds of $343 million after selling costs and estimated purchase price adjustments), subject to final customary purchase price adjustments as amended (“ASC 606”),set forth in the definitive agreement. The Harris Night Vision business was not included in any of the operating segments in our new organizational structure and ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentationoperating results of Net Periodic Pension Costthe Harris Night Vision business through the date of the divestiture are discussed and Net Periodic Postretirement Benefit Cost (“ASU 2017-07”), eachpresented as part of which we adopted effective June 30, 2018. See “Adoption of New Accounting Standards” below“Other non-reportable business segments” in this Report.

On February 4, 2020, we entered into a definitive agreement to sell Security & Detection Systems and MacDonald Humfrey Automation solutions (“airport security and automation business”) to Leidos, Inc. for $1 billion in cash, subject to customary purchase price adjustments as set forth in the definitive agreement. The airport security and automation business, which is reported as part of our Aviation Systems segment, provides solutions used by the aviation and transportation industries, regulatory and customs authorities, government and law enforcement agencies and commercial and other high-security facilities. The assets and liabilities of the airport security and automation business were classified as held for sale in our Condensed Consolidated Balance Sheet (Unaudited) at April 3, 2020. On May 4, 2020, following the close of the first quarter of fiscal 2020, we completed the sale of the airport security and automation business. We expect to use the net cash proceeds from the sale for general corporate purposes and potential repurchases of shares of our common stock.
On February 19, 2020, we entered into a definitive agreement to sell our Applied Kilovolts and Analytical Instrumentation business, which is reported as part of our Space and Airborne Systems segment, subject to closing conditions as set forth in the definitive agreement. The assets and liabilities of the Applied Kilovolts and Analytical Instrumentation business were classified as held for sale in our Condensed Consolidated Balance Sheet (Unaudited) at April 3, 2020. We expect to complete the sale of the Applied Kilovolts and Analytical Instrumentation business in mid-2020.
On March 20, 2020, we entered into a definitive agreement to sell our EOTech business for $42 million, subject to customary purchase price adjustments and customary closing conditions as set forth in the definitive agreement. The EOTech business, which is reported as part of our Communications Systems segment, manufactures holographic sighting systems, magnified field optics and accessories for military, law enforcement and commercial markets around the world. The assets and liabilities of the EOTech business were classified as held for sale in our Condensed Consolidated Balance Sheet (Unaudited) at April 3, 2020. We expect to complete the sale of the EOTech business in mid-2020.
See Note A C — Business Divestitures and Assets Sales in these Notes for additional information.more information regarding the divestitures.
Amounts contained in this Report may not always add to totals due to rounding.
Reclassifications
The classification of certain prior-period amounts has been adjusted in our Condensed Consolidated Financial Statements (Unaudited) to conform with current-period classifications. Reclassifications include certain direct selling and bid and proposal costs from the “Cost of product sales and services” line item to the “Engineering, selling and administrative expenses” line item in our Condensed Consolidated Statement of Income (Unaudited) and in these Notes.
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 Condensed Consolidated Financial Statements (Unaudited) and these Notes and related disclosures. These estimates and assumptions are based on experience and other information available prior to issuance of the accompanying Condensed Consolidated Financial Statements (Unaudited) and these Notes. Materially different results can occur as circumstances change and additional information becomes known.
Significant Accounting Policies Update
There have been no material changes to our significant accounting policies described in our Fiscal Transition Period Form 10-KT, except as described in “Adoption of New Accounting Standards” below.
Adoption of New Accounting Standards
As discussed above,Effective January 3, 2020, we adopted ASC 606 effective June 30, 2018. ThisAccounting Standards Update 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on a modified retrospective basis. The new standard supersedes nearly all revenuereplaces the existing impairment model, under which impairment of receivables is recognized when it becomes probable a loss has been incurred, with a model that requires recognition guidance under GAAPof expected credit losses over the estimated life of an asset at inception and International Financial Reporting Standardsrequires consideration of a broader range of reasonable and supersedes some cost guidance for construction-type and production-type contracts. The guidance insupportable information to inform credit loss estimates. Adopting this standard is principles-based,did not have a material impact on our financial condition, results of operations or cash flows.
Note B — Business Combination
On October 12, 2018, Harris entered into the Merger Agreement with L3 and consequently, entitiesMerger Sub, pursuant to which Harris and L3 agreed to combine their respective businesses in an all-stock merger, at the closing of which Merger Sub would merge with and into L3, with L3 continuing as the surviving corporation and a direct wholly owned subsidiary of Harris.
The closing of the L3Harris Merger occurred on June 29, 2019. Upon completion of the L3Harris Merger, Harris was renamed “L3Harris Technologies, Inc.” and each share of L3 common stock converted into the right to receive 1.30 shares of L3Harris common stock. L3Harris was owned on a fully diluted basis approximately 54 percent by Harris shareholders and 46 percent by L3 shareholders immediately following the completion of the L3Harris Merger.
L3 was a prime contractor in intelligence, surveillance and reconnaissance (“ISR”) systems, aircraft sustainment (including modifications and fleet management of special mission aircraft), simulation and training, night vision and image intensification equipment, and security and detection systems. L3 also was a leading provider of a broad range of communication, electronic and sensor systems used on military, homeland security and commercial platforms. L3 employed approximately 31,000 employees and its customers included the U.S. Department of Defense and its prime contractors, the U.S.

Intelligence Community, the U.S. Department of Homeland Security, foreign governments and domestic and foreign commercial customers.
Following the completion of the L3Harris Merger, we issued 104 million shares of L3Harris common stock to L3 shareholders. The trading price of L3Harris common stock was $189.13 per share as of the Closing Date. In addition to shares of our common stock issued to L3 shareholders, replacement L3Harris share-based awards were issued for certain outstanding L3 share-based awards.
We are accounting for the L3Harris Merger under the acquisition method of accounting. Under the acquisition method of accounting, we are required to use more judgmentmeasure identifiable assets acquired, liabilities assumed and make more estimates than under prior guidance, including identifying contract performance obligations, estimating variable consideration to includeany noncontrolling interests in the acquiree at their fair values as of the Closing Date.
Our preliminary calculation of estimated consideration transferred is summarized below:
(In millions, except exchange ratio and per share amounts)June 29, 2019
Outstanding shares of L3 common stock as of June 28, 201979.63
L3 restricted stock unit awards settled in shares of L3Harris common stock0.41
L3 performance unit awards settled in shares of L3Harris common stock0.04

80.08
Exchange Ratio1.30
Shares of L3Harris common stock issued for L3 outstanding common stock104.10
Price per share of L3Harris common stock as of June 28, 2019$189.13
Fair value of L3Harris common stock issued for L3 outstanding common stock$19,689
Fair value of replacement RSUs attributable to merger consideration10
Fair value of L3Harris stock options issued for L3 outstanding stock options101
Withholding tax liability incurred for converted L3 share-based awards45
Fair value of replacement award consideration156
Fair value of total consideration19,845
Less cash acquired(1,195)
Total net consideration transferred$18,650


Our preliminary measurement of assets acquired, liabilities assumed and noncontrolling interests as of the Closing Date and measurement period adjustments recorded since the Closing Date through April 3, 2020, are as follows:
 Preliminary Fair Value Measurement Period Adjustments Adjusted Fair Value
 (In millions)
Receivables$849
 $(20) $829
Contract assets1,708
 (56) 1,652
Inventories1,056
 (74) 982
Other current assets517
 (26) 491
Property, plant and equipment1,176
 42
 1,218
Operating lease right-of-use assets704
 
 704
Goodwill15,423
 (585) 14,838
Other intangible assets6,768
 1,206
 7,974
Other non-current assets327
 (9) 318
Total assets acquired$28,528
 $478
 $29,006
      
Accounts payable$898
 $(17) $881
Contract liabilities722
 2
 724
Other current liabilities772
 199
 971
Operating lease liabilities715
 
 715
Defined benefit plans1,411
 
 1,411
Long-term debt, net3,548
 
 3,548
Other long-term liabilities1,661
 290
 1,951
Total liabilities assumed9,727
 474
 10,201
Net assets acquired18,801
 4
 18,805
Noncontrolling interests(151) (4) (155)
Total net consideration transferred$18,650
 $
 $18,650

Due to the timing of the L3Harris Merger relative to its size and complexity, certain aspects of our accounting for the L3Harris Merger remain preliminary, including the acquisition-date fair value of identifiable intangible assets, certain tangible assets, liabilities assumed (including environmental reserves), and tax-related items. Amounts recorded associated with these assets and liabilities are based on preliminary calculations and our estimates and assumptions are subject to change as we obtain additional information during the measurement period (up to one year from the Closing Date). As of April 3, 2020, we have completed our determination of the fair value ofconsideration transferred, property, plant and equipment, defined benefit plan liabilities and long-term debt assumed.
Additionally, we acquired certain off-market customer contracts in connection with the L3Harris Merger, and have recorded liabilities as well as separate identifiable intangible assets for the acquisition-date fair value of the off-market components of these customer contracts. In aggregate, the estimated acquisition-date fair value of the off-market components is a net liability of $103 million. We measured the fair value of these components as the present value of the amount by which the terms of the contract price and allocatingwith the transaction pricecustomer deviate from the terms that a market participant could have achieved on the Closing Date. The off-market components of these contracts will be recognized as an increase to, separateor reduction of, revenue as we incur costs to satisfy the associated performance obligations. The core principleWe recognized $23 million of this standard isrevenue in the quarter ended April 3, 2020 for amortization of net off-market contract liabilities (including the cumulative effect of amortization that entities should recognizewould have been recognized in the Fiscal Transition Period). Future estimated revenue to depictfrom the transferamortization of promised goods or services to customers in an amount that reflectsnet off-market contract liabilities (based on the consideration to which the entity expectsestimated pattern of cash flows to be entitledincurred to satisfy associated performance obligations) is as follows: $28 million in exchangethe remainder of 2020, $12 million in 2021, $9 million in 2022, $7 million in 2023 and $5 million in 2024.
The goodwill resulting from the L3Harris Merger was primarily associated with L3’s market presence and leading positions, growth opportunities in the markets in which L3 businesses operate, experienced work force and established operating infrastructures. Most of the goodwill related to the L3Harris Merger is nondeductible for those goodstax purposes.
See Note K — Goodwill and services. To help financial statement users better understandOther Intangible Assets in these Notes for more information regarding the nature, amount,preliminary allocation of goodwill by business segment.

timing and potential uncertaintyThe following table provides further detail of the revenuefair value and weighted-average amortization period of identified intangible assets acquired by major intangible asset class:
 Weighted Average Amortization Period Total
    
 (In years) (In millions)
Identifiable intangible assets acquired:
  
Customer relationships (Government)15 $4,769
Customer relationships (Commercial)15 648
Trade names — Divisions9 123
Developed technology7 562
Total identifiable intangible assets subject to amortization

14 6,102
Trade names — Corporateindefinite 1,803
In-process research and developmentn/a 69
Total identifiable intangible assets  $7,974

During the quarter ended April 3, 2020, we recorded $46 million of L3Harris Merger-related charges, consisting of integration and other costs as follows:
$15 million of additional cost of sales related to the fair value step-up in inventory sold; and
$31 million of integration costs, recognized as incurred.
Because the L3Harris Merger benefited the entire Company as opposed to any individual business segment, the above costs were not allocated to any business segment. Integration costs were recorded in the “Engineering, selling and administrative expenses” line item in our Condensed Consolidated Statement of Income (Unaudited).
Pro Forma Results
The following summary, prepared on a pro forma basis, presents our unaudited consolidated results of operations for the quarter ended March 29, 2019 as if the L3Harris Merger had been completed as of June 30, 2018, the first day of Harris’ fiscal 2019, after including any post-acquisition adjustments directly attributable to the acquisition, such as the sale of Harris’ Night Vision business, and after including the impact of pro forma adjustments such as amortization of intangible assets as well as the related income tax effects. This pro forma presentation does not include any impact of transaction synergies. The pro forma results are not necessarily indicative of our results of operations that actually would have been obtained had the combination of Harris and L3 been completed on the assumed date or for the period presented, or which may be realized in the future.
 March 29, 2019
  
 (In millions)
Revenue from product sales and services — as reported$1,728
Revenue from product sales and services — pro forma

$4,386
Income from continuing operations — as reported$243
Income from continuing operations — pro forma$400

Note C — Business Divestitures and Assets Sales
Airport security and automation business. On February 4, 2020, we entered into a definitive agreement to sell the airport security and automation business to Leidos, Inc. for $1 billion in cash, flows, this standard requires significantly more interimsubject to customary purchase price adjustments as set forth in the definitive agreement. The airport security and annual disclosures.
We adoptedautomation business, which is reported as part of our Aviation Systems segment, provides solutions used by the requirementsaviation and transportation industries, regulatory and customs authorities, government and law enforcement agencies and commercial and other high-security facilities. The assets and liabilities of the new standard using the full retrospective transition method. We optedairport security and automation business were classified as held for this transition method because we believe it provides enhanced comparability and transparency across periods. We elected to apply the practical expedient related to backlog disclosures for prior reporting periods and the practical expedient related to evaluating the effects of contract modifications that occurred prior to the earliest period presented. No other transition practical expedients were applied. Retrospective application of this standard resulted in the recognition of a cumulative-effect adjustment of $15 million to reduce the opening balance of retained earnings at July 2, 2016.
This standard also resulted in the establishment of “Contract assets” and “Contract liabilities” line items and the reclassification to these line items of amounts previously presented in the “Receivables,” “Inventories” and “Advance payments and unearned income” line itemssale in our Condensed Consolidated Balance Sheet.Sheet (Unaudited) at April 3, 2020. On May 4, 2020, following the close of the first quarter of fiscal 2020, we completed the sale of the airport security and automation business. We expect to use the net cash proceeds from the sale for general corporate purposes and potential repurchases of shares of our common stock.
Because the then pending divestiture of the airport security and automation business represented the disposal of a portion of a reporting unit within our Aviation Systems segment, we assigned $588 million of goodwill to the airport security and automation business disposal group on a relative fair value basis during the first quarter of fiscal 2020, when the held for sale criteria were met. The fair value of the airport security and automation business disposal group was determined based on the negotiated selling price, and the fair value of the retained businesses of the reporting unit was determined based on a

combination of market-based valuation techniques, utilizing quoted market prices and 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 2: “Accounting Changes or Recent1: Significant Accounting Pronouncements”Policies in ourthe Notes to Consolidated Financial Statements in our Fiscal 2017-2018 Update 8-KTransition Period Form 10-KT for additional information regarding the fair value hierarchy.
In conjunction with the allocation of goodwill to the airport security and automation business, we tested goodwill assigned to the disposal group and goodwill allocated to the retained businesses of the reporting unit for impairment and concluded that 0 goodwill impairment existed at the time the held for sale criteria were met in late January 2020. However, indicators of potential impairment of goodwill related to the retained businesses of the reporting unit were present as of April 3, 2020 due to the downturn in the commercial aviation market that resulted from the novel COVID-19 strain of coronavirus (“COVID-19”) pandemic and its impact on global air traffic. See Note K — Goodwill and Other Intangible Assets in these Notes for additional information regarding goodwill impairment charges.
The carrying amounts of the major classes of assets and liabilities of the airport security and automation business classified as held for sale at April 3, 2020 are as follows:
 April 3, 2020
  
 (In millions)
Receivables$75
Contract assets75
Inventories136
Other current assets11
Property, plant and equipment39
Goodwill588
Other intangible assets203
Other assets19
Assets of disposal group held for sale$1,146
  
Accounts payable$82
Contract liabilities34
Other accrued items24
Other non-current liabilities33
Deferred taxes22
Liabilities of disposal group held for sale$195

The airport security and automation business had net income before income taxes of $12 million for the quarter ended April 3, 2020.
EOTech business. On March 20, 2020, we entered into a table summarizingdefinitive agreement to sell our EOTech business for $42 million, subject to customary purchase price adjustments and customary closing conditions as set forth in the effectdefinitive agreement. The EOTech business, which is reported as part of adopting ASC 606 on our previously reportedCommunication Systems segment, manufactures holographic sighting systems, magnified field optics and accessories for military, law enforcement and commercial markets around the world. The assets and liabilities of the EOTech business were classified as held for sale in our Condensed Consolidated Balance Sheet as(Unaudited) at April 3, 2020. We expect to complete the sale of June 29, 2018. Total net cash provided by operating activities and total net cash provided by or usedthe EOTech business in investing activities and financing activities in our previously reported Condensed Consolidated Statements of Cash Flows (Unaudited) were not impacted by our adoption of ASC 606.mid-2020.
We also adopted ASU 2017-07Because the pending divestiture of the EOTech business represented the disposal of a portion of a reporting unit within our Communication Systems segment, we assigned $9 million of goodwill to the EOTech business disposal group on a relative fair value basis during the first quarter of fiscal 2020, when the held for sale criteria were met. The fair value of the EOTech business disposal group was determined based on the negotiated selling price, and the fair value of the retained businesses of the reporting unit was determined based on a combination of market-based valuation techniques, utilizing quoted market prices and 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” effective June 30, 2018, as discussed above. This update requires that entities present components of net periodic pension and postretirement benefit costs other thanin the service cost component (“non-service cost amounts”) separately from the service cost component. We adopted this update retrospectively by recasting each prior period presented, using as our estimation basis for recasting prior periods the amounts disclosed in Note 13: “Pension and Other Postretirement Benefits” in our Notes to Consolidated Financial Statements in our Fiscal 2018Transition Period Form 10-K. Retrospective application10-KT for additional information regarding the fair value hierarchy.

In conjunction with the assignment of this update resulted in reclassificationgoodwill to the “Non-operating income” line itemEOTech business, we tested goodwill assigned to the disposal group and goodwill assigned to the retained businesses of non-service costthe reporting unit for impairment and concluded that 0 goodwill impairment existed at the time the held for sale criteria were met.
The carrying amounts that were includedof the major classes of assets and liabilities of the EOTech business classified as held for sale at April 3, 2020 are as follows:
 April 3, 2020
  
 (In millions)
Receivables$10
Inventories12
Property, plant and equipment3
Goodwill9
Other intangible assets12
Other assets2
Assets of disposal group held for sale$48
  
Accounts payable$4
Contract liabilities1
Other accrued items3
Liabilities of disposal group held for sale$8

Applied Kilovolts and Analytical Instrumentation business. On February 19, 2020, we entered into a definitive agreement to sell our Applied Kilovolts and Analytical Instrumentation business, which is reported as part of our Space and Airborne Systems segment, subject to customary closing conditions as set forth in the “Costdefinitive agreement. The carrying amounts of product salesApplied Kilovolts and services”Analytical Instrumentation business assets and “Engineering, selling and administrative expenses” line itemsliabilities classified as held for sale in our Condensed Consolidated StatementBalance Sheet (Unaudited) at April 3, 2020 were $14 million and $1 million, respectively. We expect to complete the sale transaction of Income (Unaudited) priorthe Applied Kilovolts and Analytical Instrumentation business in mid-2020.
We assigned $2 million of goodwill to adopting ASU 2017-07.

The following table summarizes the effectApplied Kilovolts and Analytical Instrumentation business disposal group on a relative fair value basis during the quarter ended April 3, 2020, when the held for sale criteria were met. In connection with the preparation of adopting ASC 606our financial statements for the quarter ended April 3, 2020, we concluded that goodwill related to the Applied Kilovolts and ASU 2017-07 onAnalytical Instrumentation business was impaired and recorded a non-cash impairment charge of $5 million, which is included in the “Impairment of goodwill and other assets” line item in our previously reported Condensed Consolidated Statement of Income (Unaudited) for the quarter ended April 3, 2020.
Harris Night Vision. On September 13, 2019, we completed the sale of the Harris Night Vision business, a global supplier of high-performance, vision-enhancing products for U.S. and threeallied military and security forces and commercial customers, for $350 million (net cash proceeds of $346 million after selling costs and estimated purchase price adjustments), subject to final customary purchase price adjustments pursuant to a definitive agreement we entered into on April 4, 2019 as part of the regulatory process in connection with the L3Harris Merger and recognized a pre-tax gain of $229 million.
Through fiscal 2019, the Harris Night Vision business was reported as part of our former Communication Systems segment. As a result of the then-pending divestiture, the Harris Night Vision business was not included in any of our new business segments and, consequently, the operating results of the business are included in “Other non-reportable business segments” for the quarters ended April 3, 2020 and March 30, 2018:
 Quarter Ended March 30, 2018
 Previously Reported Effect of Adopting ASC 606 Effect of Adopting ASU 2017-07 Currently Reported
        
 (In millions, except per share amounts)
Revenue from product sales and services$1,568
 $(6) $
 $1,562
Cost of product sales and services(994) 3
 (37) (1,028)
Engineering, selling and administrative expenses(318) (4) (9) (331)
Non-operating income
 
 46
 46
Interest expense(41) 
 
 (41)
Income from continuing operations before income taxes215
 (7) 
 208
Income taxes(12) 2
 
 (10)
Income from continuing operations203
 (5) 
 198
Discontinued operations, net of income taxes(2) 
 
 (2)
Net income$201
 $(5) $
 $196
        
Net income per common share       
Basic       
Continuing operations$1.71
 $(0.05) $
 $1.66
Discontinued operations(0.01) 
 
 (0.01)
 $1.70
 $(0.05) $
 $1.65
Diluted       
Continuing operations$1.67
 $(0.04) $
 $1.63
Discontinued operations(0.01) 
 
 (0.01)
 $1.66
 $(0.04) $
 $1.62
 Three Quarters Ended March 30, 2018
 Previously Reported Effect of Adopting ASC 606 Effect of Adopting ASU 2017-07 Currently Reported
        
 (In millions, except per share amounts)
Revenue from product sales and services$4,516
 $(9) $
 $4,507
Cost of product sales and services(2,866) 7
 (110) (2,969)
Engineering, selling and administrative expenses(850) (12) (28) (890)
Non-operating income (loss)(2) 
 138
 136
Interest income1
 
 
 1
Interest expense(124) 
 
 (124)
Income from continuing operations before income taxes675
 (14) 
 661
Income taxes(166) (1) 
 (167)
Income from continuing operations509
 (15) 
 494
Discontinued operations, net of income taxes(8) 
 
 (8)
Net income$501
 $(15) $
 $486
        
Net income per common share       
Basic       
Continuing operations$4.28
 $(0.13) $
 $4.15
Discontinued operations(0.07) 
 
 (0.07)
 $4.21
 $(0.13) $
 $4.08
Diluted       
Continuing operations$4.19
 $(0.12) $
 $4.07
Discontinued operations(0.06) (0.01) 
 (0.07)
 $4.13
 $(0.13) $
 $4.00



The following table presents the effect of adopting ASC 606 on our previously reported Condensed Consolidated Statement of Cash Flows (Unaudited)29, 2019 in this Report. Income before income taxes for the three quartersHarris Night Vision business was $6 million for the quarter ended March 30, 2018:
 Three Quarters Ended March 30, 2018
 Previously Reported Effect of Adopting ASC 606 Currently Reported
      
 (In millions, except shares)
Net income$501
 $(15) $486
Adjustments to reconcile net income to net cash provided by operating activities:     
Amortization of acquisition-related intangibles(1)
87
 
 87
Depreciation and other amortization(1)
105
 
 105
Share-based compensation50
 
 50
Qualified pension plan contributions(301) 
 (301)
Pension income(101) 
 (101)
(Increase) decrease in:     
Accounts receivable(120) 26
 (94)
Contract assets
 (110) (110)
Inventories(122) 86
 (36)
Increase (decrease) in:     
Accounts payable(46) 
 (46)
Advance payments and unearned income45
 (45) 
Contract liabilities
 58
 58
Income taxes146
 2
 148
Other(14) (2) (16)
Net cash provided by operating activities$230
 $
 $230
_______________
(1)“Amortization of acquisition-related intangibles” includes amortization of non-Exelis Inc. acquisition-related intangibles, which was previously included in the “Depreciation and amortization�� line item in our Condensed Consolidated Statement of Cash Flows (Unaudited) in our Form 10-Q for the quarter ended March 30, 2018.
Accounting Standards Issued But Not Yet Effective
In February 2016, the Financial Accounting Standards Board issued a new lease standard that supersedes existing lease guidance under GAAP. This standard requires, among other things, the recognition of right-of-use assets and liabilities on the balance sheet for most lease arrangements and disclosure of certain information about leasing arrangements. The new standard currently allows two transition methods with certain practical expedients available. Companies may elect to use the modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements or to initially apply this standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. This standard is effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2018, which for us is our fiscal 2020.
We expect to adopt the new lease standard on June 29, 2019 by applying the standard at the adoption date and recognizing a cumulative-effect adjustment to the opening balance of retained earnings. We also intend to elect the package of practical expedients permitted by the standard, which, among other things, allows us to carry forward the historical lease classification. The majority of our current lease arrangements are classified as operating leases under existing GAAP lease guidance, and we expect they will continue to be classified as operating leases under the new standard. We have made progress in executing our implementation plan, including identifying our lease population. We are in the process of implementing a new lease management software tool as well as new processes and controls. Once we have configured the new lease management tool and have accumulated compatible lease data, we expect to measure the right-of-use assets and liabilities for leases in effect at the adoption date, which could be material. We do not expect that the adoption of this standard will have a material impact on our results of operations or cash flows.2019.

Note BD — Stock Options and Other Share-Based Compensation
During the three quarters ended March 29, 2019,As of April 3, 2020, we had options or other share-based compensation outstanding under two2 Harris shareholder-approved employee stock incentive plans (“SIPs”), the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010) and the Harris Corporation 2015 Equity Incentive Plan (the “2015 EIP”). Grants, as well as under employee stock incentive plans of share-based awards after October 23, 2015 were made under our 2015 EIP. We believe that share-based awards more closely align the interests of participants with those of shareholders. Certain share-based awards provide for accelerated vesting if there is a change in control (as defined under our SIPs)L3 assumed by L3Harris (collectively, “L3Harris SIPs”).
The compensation cost related to our share-based awards that was charged against income was $14$17 million and $43$14 million for the quarter and three quarters ended April 3, 2020 and March 29, 2019, respectively, and $13 million and $37 million for the quarter and three quarters ended March 30, 2018, respectively.
The aggregate number of shares of our common stock that we issued under the terms of ourL3Harris SIPs, net of shares withheld for tax purposes, was 450,183 and inclusive of both continuing and discontinued operations, was 147,176 and 596,868 for the quarter and three quarters ended April 3, 2020 and March 29, 2019, respectively, and 207,506 and 606,438 for the quarter and three quarters ended March 30, 2018, respectively.

Awards granted to participants under our 2015 EIPL3Harris SIPs during the quarter ended March 29, 2019April 3, 2020 consisted of 1,044206,366 restricted shares and restricted units. There were no stock options or performance units, granted during the quarter ended March 29, 2019. Awards granted to participants under our 2015 EIP during the three quarters endedMarch 29, 2019 consisted of 270,963583,200 stock options 93,802 restricted shares and restricted units and 135,629203,606 performance stock units. The fair value as of the grant date of each stock option awardaward was determined using the Black-Scholes-Merton option-pricing model and the following assumptions: expected dividend yield of 1.611.55 percent; expected volatility of 19.8722.74 percent; risk-free interest rates averaging 2.720.89 percent; and expected term of 5.035.04 years. The fair value as of the grant date of each restricted share award and restrictedstock unit award was based on the closing price of our common stock on the grant date. The fair value as of the grant date of each performance stock unit award was determined based on the fair value from a multifactor Monte Carlo valuation model that simulates our stock price and total shareholder return (“TSR”) relative to companies in our TSR peer group, less a discount to reflect the delay in payments of cash dividend-equivalents that are made only upon vesting.group.
Note CE — Restructuring and Other Exit Costs
We record charges for restructuring and other exit activities related to sales or terminations of product lines, closures or relocations of business activities, changes in management structure and fundamental reorganizations that affect the nature and focus of operations. Such charges include termination benefits, contract termination costs and costs to consolidate facilities or relocate employees. We record these charges at their fair value when incurred. In cases where employees are required to render service until they are terminated in order to receive the termination benefits and will be retained beyond the minimum retention period, we record the expense ratably over the future service period. These charges are included as a component of the “Cost of product sales and services” and “Engineering, selling and administrative expenses” line itemsitem in our Condensed Consolidated Statement of Income (Unaudited).
InL3Harris Merger-Related Restructuring Costs
During the fourth quarter ended April 3, 2020, we did not record any restructuring charges in connection with the L3Harris Merger. At April 3, 2020, we had recorded liabilities of fiscal 2018,$38 million associated with previous L3Harris Merger-related restructuring actions, of which substantially all will be paid in the next twelve months.
Other Restructuring and Exit Costs
Prior to the L3Harris Merger, we recorded a $5 million charge for consolidation of certain Exelis Inc. (collectively with its subsidiaries, “Exelis”) facilities initiated in fiscal 2017. This charge is included as a component of the “Engineering, selling and administrative expenses” line item in our Consolidated Statement of Income in our Fiscal 2017-2018 Update 8-K. We had liabilities of $16 million and $27 million at March 29, 2019 and June 29, 2018, respectively, associated with this integration activity and with previous restructuring actions. The majority of the remaining liabilities at March 29, 2019 representfor lease obligations associated with exited facilities with remaining terms of fivethree years or less.less, of which $7 million remained outstanding at April 3, 2020.
During the quarter ended April 3, 2020, we recorded $3 million of restructuring charges for workforce reductions (including severance and other employee-related exit costs) within our Aviation Systems business segment associated with the COVID-19-related downturn in the Commercial Aviation Solutions sector and its impact on customer operations. The corresponding $3 million liability remained outstanding at April 3, 2020.
Our liabilities for restructuring and other exit costs are included in the “Other accrued items” and “Other long-term liabilities” line items in our Condensed Consolidated Balance Sheet (Unaudited). Changes to our liabilities for restructuring and other exit costs during the quarter ended April 3, 2020 were as follows:
 Employee severance-related costs Facilities consolidation and other exit costs Total
      
 (In millions)
Balance at January 3, 2020$58
 $7
 $65
Additional provisions3
 
 3
Payments(20) 
 (20)
Balance at April 3, 2020$41
 $7
 $48



Note DF — Accumulated Other Comprehensive LossIncome (Loss) (“AOCI”)
The components of accumulated other comprehensive lossAOCI are summarized below:
 Foreign currency translation Net unrealized (losses) gains on hedging derivatives Unrecognized postretirement obligations Total AOCI
        
 (In millions)
Balance at January 3, 2020$(81) $(55) $(372) $(508)
Other comprehensive loss, before income taxes(67) (98) (1) (166)
Income taxes
 25
 
 25
Other comprehensive loss(67) (73) (1) (141)
Amounts reclassified to earnings from AOCI, before income taxes
 3
 (5) (2)
Income taxes
 (1) 1
 
Amounts reclassified to earnings from AOCI
 2
 (4) (2)
Balance at April 3, 2020$(148) $(126) $(377) $(651)
        
Balance at December 28, 2018$(107) $(19) $(85) $(211)
Other comprehensive income (loss), before income taxes3
 (11) (2) (10)
Income taxes
 3
 1
 4
Other comprehensive income (loss)3
 (8) (1) (6)
Balance at March 29, 2019$(104) $(27) $(86) $(217)
 March 29, 2019 June 29, 2018
    
 (In millions)
Foreign currency translation, net of income taxes of $2 million at March 29, 2019 and June 29, 2018$(104) $(99)
Net unrealized loss on hedging derivatives, net of income taxes of $9 million and $7 million at March 29, 2019 and June 29, 2018, respectively(27) (20)
Unrecognized postretirement obligations, net of income taxes of $31 million at March 29, 2019 and $30 million at June 29, 2018, respectively(86) (83)
 $(217) $(202)
Accumulated other comprehensive loss at June 29, 2018 reflects a reclassification to retained earnings of $35 million in stranded tax effects as a result of our adoption of an accounting standards update, including $30 million from “Unrecognized postretirement obligations, net of income taxes,” $4 million from “Net unrealized loss on hedging derivatives, net of income taxes” and $1 million from “Foreign currency translation, net of income taxes.” See Note 2: “Accounting Changes or Recent

Accounting Pronouncements” in our Fiscal 2017-2018 Update 8-K for additional information regarding this accounting standards update.
Note EG — Receivables
Receivables are summarized below:
March 29, 2019 June 29, 2018April 3, 2020 January 3, 2020
      
(In millions)(In millions)
Accounts receivable$455
 $468
$1,312
 $1,228
Less allowances for collection losses(2) (2)
Less allowance for credit losses(34) (12)
$453
 $466
$1,278
 $1,216

In the quarter ended April 3, 2020, we recorded a $10 million charge to our provision for doubtful accounts at our Aviation Systems business segment to reflect an increase in expected credit losses associated with the COVID-19-related downturn in the Commercial Aviation Solutions sector and its impact on customer operations.
We have a receivables sale agreement (“RSA”) with a third-party financial institution that permits us to sell, on a non-recourse basis, up to $50$100 million of outstanding receivables at any given time. From time to time, we have sold certain customer receivables under the RSA, which we continue to service and collect on behalf of the third-party financial institution. Receivables sold pursuant to the RSA meet the requirementsinstitution and which we account for as sales accounting under ASC 860, Transfers and Servicing, and, accordingly, are derecognizedof receivables with sale proceeds included in net cash from our Condensed Consolidated Balance Sheet (Unaudited) at the time of sale.operating activities. Outstanding accounts receivable sold pursuant to the RSA were not material at March 29, 2019 and June 29, 2018. Impairment losses related to receivables from contracts with customers were not material during the quarterApril 3, 2020 or three quarters ended March 29, 2019 or the quarter or three quarters ended March 30, 2018.January 3, 2020.
Note FH — Contract Assets and Contract Liabilities
Contract assets include unbilled amounts typically resulting from revenue recognized exceeding amounts billed to customers for contracts utilizing the percentage of completion (“POC”) cost-to-cost revenue recognition method. 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 small portion of the contract price until contract completion. Contract liabilities include advance payments and billings in excess of revenue recognized, including deferred revenue associated with extended product warranties. Contract assets and liabilities are reported on a contract-by-contract basis at the end of each reporting period. The increase in contract
Contract assets and liabilities in the three quartersquarter ended March 29, 2019 was primarily dueApril 3, 2020 were impacted by reclassifications to an increaseassets and liabilities of disposal group held for sale, a decrease in the receipt of advance payments, and the timing of contractual billing milestones. Changesmilestones and the impairment loss described below. See Note C — Business Divestitures and Assets Sales in contractthe Notes for additional information regarding assets and contract liabilities balances during the quarter and three quarters ended March 29, 2019 were not materially impacted by any factors other than those described above.held for sale.

Contract assets and contract liabilities are summarized below:
March 29, 2019 June 29, 2018April 3, 2020 January 3, 2020
      
(In millions)(In millions)
Contract assets$881
 $782
$2,467
 $2,459
Contract liabilities, current(466) (372)(1,138) (1,214)
Contract liabilities, non-current(1)
(12) (7)(74) (87)
Net contract assets$403
 $403
$1,255
 $1,158
_______________
(1)Represents theThe non-current portion of deferred revenue associated with extended product warranties, whichcontract liabilities is included as a component of the “Other long-term liabilities” line item in our Condensed Consolidated Balance Sheet (Unaudited).
The components of contract assets are summarized below:
March 29, 2019 June 29, 2018April 3, 2020 January 3, 2020
      
(In millions)(In millions)
Unbilled contract receivables, gross$989
 $881
$3,781
 $3,690
Progress payments(108) (99)
Progress payments and advances(1,314) (1,231)
$881
 $782
$2,467
 $2,459

We recorded impairment losses of $13 million at our Aviation Systems segment to reflect an increase in expected credit losses associated with the COVID-19-related downturn in the Commercial Aviation Solutions sector and its impact on customer operations. Impairment losses related to our contract assets were not material duringfor the quarter or three quarters ended March 29, 2019 or the quarter or three quarters ended March 30, 2018.2019. For the quarter and three quartersended April 3, 2020, we recognized as revenue $484 million of contract liabilities that were outstanding at January 3, 2020. For the quarter ended March 29, 2019, we recognized as revenue of $52 million and $259 million, respectively, related toof contract liabilities that were outstanding at June 29, 2018. For the quarter and three quarters ended March 30, 2018, we recognized revenue of $24 million and $187 million, respectively, related to contract liabilities that were outstanding at June 30, 2017.

Note GI — Inventories
Inventories are summarized below:
March 29, 2019 June 29, 2018April 3, 2020 January 3, 2020
      
(In millions)(In millions)
Finished products$89
 $91
$197
 $216
Work in process113
 121
307
 386
Raw materials and supplies231
 199
486
 617
433
 $411
$990
 $1,219

Note HJ — Property, Plant and Equipment
Property, plant and equipment are summarized below:
March 29, 2019 June 29, 2018April 3, 2020 January 3, 2020
      
(In millions)(In millions)
Land$43
 $43
$90
 $90
Software capitalized for internal use182
 171
333
 287
Buildings630
 620
1,044
 1,073
Machinery and equipment1,425
 1,349
2,120
 2,194
2,280
 2,183
3,587
 3,644
Less accumulated depreciation and amortization(1,376) (1,283)(1,555) (1,527)
$904
 $900
$2,032
 $2,117

Depreciation and amortization expense related to property, plant and equipment was $34$76 million and $102$34 million for the quarter and three quarters ended April 3, 2020 and March 29, 2019, respectively, and $33 million and $106 million for the quarter and three quarters ended March 30, 2018, respectively.
Note IK — Goodwill and Other Intangible Assets
Goodwill. As discussed in Note V — Business Segment Information in these Notes, after the completion of the L3Harris Merger, we adjusted our segment reporting to reflect our new organizational structure effective for the quarter ended September

27, 2019. Because our accounting for the L3Harris Merger is still preliminary, we assigned goodwill acquired on a provisional basis. Immediately before and after our goodwill assignments, we completed an assessment of any potential goodwill impairment under our former and new segment reporting structure and determined that 0 impairment existed.
The assignment of goodwill by business segment, and changes in the carrying amount of goodwill for the quarter ended April 3, 2020, were as follows:
 Integrated Mission Systems 
Space and Airborne Systems

 Communication Systems Aviation Systems Total
          
 (In millions)
Balance at January 3, 2020$5,768
 $5,131
 $4,243
 $4,859
 $20,001
Decrease from reclassification to assets of disposal group held for sale(1)

 (2) (9) (588) (599)
Impairment of goodwill
 (5) 
 (296) (301)
Currency translation adjustments(2) (9) (3) (10) (24)
Other (including adjustments to previously estimated fair value of assets acquired and liabilities assumed)22
 55
 38
 73
 188
Balance at April 3, 2020$5,788
 $5,170
 $4,269
 $4,038
 $19,265
_______________
(1)
During the quarter ended April 3, 2020, we assigned $599 million of goodwill to “Assets of disposal groups held for sale” in our Condensed Consolidated Balance Sheet (Unaudited) associated with 3 pending divestitures. See Note C — Business Divestitures and Assets Sales in these Notes for additional information.
Impairment of Goodwill. Indications of potential impairment of goodwill related to our Commercial Aviation Solutions reporting unit (which is part of our Aviation Systems segment) were present at April 3, 2020 due to the COVID-19 pandemic and its impact on global air traffic and customer operations, which resulted in a decrease in the fiscal 2020 outlook for the reporting unit. Consequently, in connection with the preparation of our financial statements for the quarter ended April 3, 2020, we performed an interim goodwill impairment test. To test for potential impairment of goodwill related to our Commercial Aviation Solutions reporting unit, we prepared an estimate of the fair value of the reporting unit based on a combination of market-based valuation techniques, utilizing quoted market prices and comparable publicly reported transactions, and projected discounted cash flows. As a result of this impairment test, we concluded that goodwill related to our Commercial Aviation Solutions reporting unit was impaired as of April 3, 2020 and recorded a non-cash impairment charge of $296 million (including $28 million attributable to noncontrolling interests) in the “Impairment of goodwill and other assets” line item in our Condensed Consolidated Statement of Income (Unaudited) for the quarter ended April 3, 2020. The goodwill impairment charge is primarily not deductible for tax purposes.
Identifiable Intangible Assets. The most significant identifiable intangible asset that is separately recognized for our business combinations is customer relationships. Our customer relationships are established through written customer contracts (revenue arrangements). The fair value for a customer relationship is determined, as of the date of acquisition of such relationship, based on estimates and judgments regarding expectations for the estimated future after-tax earnings and cash flows arising from the follow-on sales expected from the customer relationship over its estimated life, including the probability of expected future contract renewals and sales, less a contributory asset charge, all of which is discounted to present value. We assess the recoverability of the carrying value of our finite-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. We assess the recoverability of the carrying value of indefinite-lived intangible assets annually, or under certain circumstances more frequently, such as when events and circumstances indicate there may be an impairment.
In conjunction with, and in advance of, the interim test of goodwill related to our Commercial Aviation Solutions reporting unit, we also performed a recoverability test of the long-lived assets of our Commercial Aviation Solutions reporting unit, including identifiable intangible assets and property, plant and equipment. To test these long-lived assets for recoverability, we compared the estimated future cash flows (on an undiscounted basis) to be generated from the use and eventual disposition of the asset group to its carrying value and concluded that the long-lived assets of our Commercial Aviation Solutions reporting unit were not impaired as of April 3, 2020.

Intangible assets are summarized below:
 April 3, 2020 January 3, 2020
 
Gross
Carrying
Amount
 Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
 (In millions)
Customer relationships$6,454

$769

$5,685

$6,518

$653

$5,865
Developed technologies689

194

495

768

183

585
Trade names139

36

103

165

35

130
Other32

16

16

10

4

6
Total intangible assets subject to amortization7,314

1,015

6,299

7,461

875

6,586
In process research and development69



69

69



69
L3 trade name1,803



1,803

1,803



1,803
Total intangibles assets$9,186

$1,015

$8,171

$9,333

$875

$8,458

For the quarter ended April 3, 2020, amortization expense related to intangible assets was $158 million and primarily related to the L3Harris Merger. For the quarter ended March 29, 2019, amortization expense related to intangible assets was $29 million and primarily related to our acquisition of Exelis Inc. in the fourth quarter of fiscal 2015.

Future estimated amortization expense for intangible assets is as follows:
 (In millions)
Year 1$554
Year 2622
Year 3604
Year 4580
Year 5551
Thereafter3,388
Total$6,299

Note L — Accrued Warranties
Changes in ourOur liability for standard product warranties which is included as a component of the “Other accrued items” and “Other long-term liabilities” line items in our Condensed Consolidated Balance Sheet (Unaudited),. Changes in our liability for standard product warranties during the three quartersquarter ended March 29, 2019April 3, 2020 were as follows:
 (In millions)
Balance at June 29, 2018$24
Warranty provision for sales11
Settlements(8)
Other, including adjustments for foreign currency translation(1)
Balance at March 29, 2019$26
 (In millions)
Balance at January 3, 2020$112
Adjustments to previously estimated fair value of warranty liabilities assumed19
Decrease from reclassification to liabilities of disposal group held for sale(8)
Accruals for product warranties issued during the period17
Settlements made during the period(21)
Other, including foreign currency translation adjustments(2)
Balance at April 3, 2020$117

Note M — Debt
Long-term debt is summarized below:
  April 3, 2020 January 3, 2020
     
  (In millions)
Variable-rate debt:   
Floating rate notes, due April 30, 2020$250
 $250
Floating rate notes, due March 10, 2023250
 
Total variable-rate debt500
 250
Fixed-rate debt:   
4.95% notes, due February 15, 2021650
 650
3.85% notes, due June 15, 2023800
 800
3.95% notes, due May 28, 2024350
 350
3.832% notes, due April 27, 2025600
 600
7.0% debentures, due January 15, 2026100
 100
3.85% notes, due December 15, 2026550
 550
6.35% debentures, due February 1, 202826
 26
4.40% notes, due June 15, 20281,850
 1,850
2.900% notes, due December 15, 2029400
 400
4.854% notes, due April 27, 2035400
 400
6.15% notes, due December 15, 2040300
 300
5.054% notes, due April 27, 2045500
 500
Other48
 49
Total fixed-rate debt6,574
 6,575
Total debt7,074
 6,825
Plus: unamortized bond premium145
 154
Less: unamortized discounts and issuance costs(29) (28)
Total debt, net7,190
 6,951
Less: current portion of long-term debt, net(896) (257)
Total long-term debt, net$6,294
 $6,694

For additional information on our long-term debt, see Note 14: “Debt” in the Notes to Consolidated Financial Statements in our Fiscal Transition Period Form 10-KT.
Long-Term Debt Issued in the Quarter Ended April 3, 2020
On March 13, 2020, we completed the issuance and sale of $250 million in aggregate principal amount of Floating Rate Notes due March 10, 2023 (the “Floating Rate Notes 2023”). The Floating Rate Notes 2023 bear interest at a floating rate, reset quarterly, equal to three-month LIBOR rate plus 0.75% per year. Interest on the Floating Rate Notes 2023 is payable quarterly in arrears on March 10, June 10, September 10 and December 10 of each year, commencing on June 10, 2020. The Floating Rate Notes 2023 are unsecured and unsubordinated and rank equally in right of payment with all other unsecured and unsubordinated indebtedness. The Floating Rate Notes 2023 are not redeemable at our option prior to maturity. Debt issuance costs related to the issuance of the Floating Rate Notes 2023 were not material. Following the end of the quarter, we used the net proceeds from the sale of the Floating Rate Notes 2023, together with cash on hand, to repay at maturity the aggregate principal amount of our Floating Rate Notes due April 30, 2020 and for general corporate purposes.
Debt Exchange
In connection with the L3Harris Merger, on July 2, 2019, we settled our previously announced exchange offers in which eligible holders of L3 senior notes (“L3 Notes”) could exchange such outstanding notes for (1) up to $3.35 billion aggregate principal amount of new notes issued by L3Harris (“New L3Harris Notes) and (2) one dollar in cash for each $1,000 of principal amount. Each series of the New L3Harris Notes issued has an interest rate and maturity date that is identical to the L3 Notes.

 Aggregate Principal Amount of L3 Notes (prior to debt exchange) Aggregate Principal Amount of New L3Harris Notes Issued Aggregate Principal Amount of Remaining L3 Notes
      
 (In millions)
4.95% notes due February 15, 2021 (“4.95% 2021 Notes”)$650
 $501
 $149
3.85% notes due June 15, 2023 (“3.85% 2023 Notes”)800
 741
 59
3.95% notes due May 28, 2024 (“3.95% 2024 Notes”)350
 326
 24
3.85% notes due December 15, 2026 (“3.85% 2026 Notes”)550
 535
 15
4.40% notes due June 15, 2028 (“4.40% 2028 Notes”)

1,000
 918
 82
Total$3,350
 $3,021
 $329


We also sell extended product warrantiesOn March 31, 2020, we commenced offers to eligible holders (“Exchange Offers”) to exchange any and recognize revenueall outstanding notes issued by L3Harris as set forth in the table above (the “Original Notes”), which were previously issued pursuant to an exemption from these arrangements over the warranty period. Costs of warranty services under these arrangements are recognized as incurred and are included as a componentregistration requirements of the “Contract liabilities”Securities Act of 1933, as amended (the “Securities Act”), for an equal principal amount of new notes registered under the Securities Act (the “Exchange Notes”).
The Exchange Notes were offered to satisfy L3Harris’ obligations under the registration rights agreement entered into as part of the issuance of the Original Notes, which occurred in exchange for notes previously issued by L3 in connection with the L3Harris Merger.
The terms of the Exchange Notes issued in the Exchange Offers are substantially identical to the terms of the corresponding series of the Original Notes, except that the Exchange Notes are registered under the Securities Act and “Other long-term liabilities” line items in our Condensed Consolidated Balance Sheet (Unaudited). Deferred revenue associated with extended product warranties was $24 millionthe transfer restrictions, registration rights and related additional interest provisions applicable to the Original Notes do not apply to the Exchange Notes. Each series of Exchange Notes is part of the same corresponding series of the Original Notes and were issued under the same base indenture.
The Exchange Offers expired at March 29, 20195:00 p.m., New York City time, on May 1, 2020. On May 5, 2020, we settled the Exchange Offers and $16 million at June 29, 2018.issued Exchange Notes for validly tendered Original Notes.


Note JN — Postretirement Benefit Plans
The following tables provide the components of our net periodic benefit income for our defined benefit plans, including defined benefit pension plans and other postretirement defined benefit plans:
Quarter Ended March 29, 2019 Three Quarters Ended March 29, 2019Quarter Ended April 3, 2020
Pension Other Benefits Pension Other BenefitsPension Other Benefits
          
(In millions)(In millions)
Net periodic benefit income          
Service cost$9
 $1
 $27
 $1
$16
 $
Interest cost52
 2
 157
 6
69
 2
Expected return on plan assets(95) (4) (286) (12)(158) (5)
Amortization of net actuarial gain
 (2) 
 (5)
Total net periodic benefit income$(34) $(3) $(102) $(10)
Amortization of net actuarial loss2
 
Amortization of prior service credit(7) 
Contractual termination benefits(1)
1
 
Net periodic benefit income$(77) $(3)

_______________
(1)
Contractual termination benefits related to facility rationalization as part of restructuring activities in connection with the L3Harris Merger integration. See Note E — Restructuring and Other Exit Costs in these Notes for additional information regarding restructuring activities.
 Quarter Ended March 29, 2019
 Pension Other Benefits
    
 (In millions)
Net periodic benefit income   
Service cost$9
 $1
Interest cost52
 2
Expected return on plan assets(95) (4)
Amortization of net actuarial gain
 (2)
Net periodic benefit income$(34) $(3)
 Quarter Ended March 30, 2018 Three Quarters Ended March 30, 2018
 Pension Other Benefits Pension Other Benefits
        
 (In millions)
Net periodic benefit income       
Service cost$10
 $
 $29
 $1
Interest cost49
 1
 146
 5
Expected return on plan assets(92) (4) (276) (12)
Amortization of net actuarial gain
 
 
 (1)
Total net periodic benefit income$(33) $(3) $(101) $(7)

The service cost component of net periodic benefit income is included in the “Cost of product sales and services” and “Engineering, selling and administrative expenses” line items in our Condensed Consolidated Statement of Income (Unaudited). The non-service cost components of net periodic pensionbenefit income are included in the “Non-operating income” line item in our Condensed Consolidated Statement of Income (Unaudited), except for contractual termination benefits which are included in restructuring in the “Engineering, selling and administrative expenses” line item in our Condensed Consolidated Statement of Income (Unaudited).
We contributed $301 million to our qualified defined benefit pensions plans during the quarter and three quarters ended March 30, 2018, includingmade a $300$302 million voluntary contribution to our U.S. qualified defined benefit pension plans induring the quarter ended March 30, 2018.September 27, 2019. As a result of this voluntary contribution, as well as a $400$700 million of voluntary contributioncontributions made duringin fiscal 2018 and 2017, we made no0 contributions to our U.S. qualified defined benefit pension plans during the quarter and three quarters ended March 29, 2019,April 3, 2020, and we currently anticipate making no contributions 0 contributions to our U.S. qualified defined benefit pension plans and minor contributions to a non-U.S. pension plan during the remainder of fiscal 2019.
The2020 and minor contributions to our non-U.S. pension plans during the remainder of fiscal 2020. During the quarter ended March 29, 2019, we made 0 contributions to our U.S. Salaried Retirement Plan (“U.S. SRP”), a U.S. qualified pension plan, is our largest defined benefit pension plan, with assets valued at $4.6 billionplans and a projected benefit obligation of $5.2 billion as of June 29, 2018. Effective December 31, 2016, accruals under the U.S. SRP benefit formula were frozen for all employees and replaced with a 1% cash balance benefit formula for certain employees who were not highly compensated on December 31, 2016.minor contributions to our non-U.S. pension plans.

Note KO — Income From Continuing Operations Per Share
The computations of income from continuing operations per common share attributable to L3Harris common shareholders are as follows:
Quarter Ended Three Quarters EndedQuarter Ended
March 29, 2019 March 30, 2018 March 29, 2019 March 30, 2018April 3, 2020 March 29, 2019
          
(In millions, except per share amounts)(In millions, except per share amounts)
Income from continuing operations$243
 $198
 $684
 $494
$218
 $243
Adjustments for participating securities outstanding(1) (1) (1) (2)
 (1)
Income from continuing operations used in per basic and diluted common share calculations (A)$242
 $197
 $683
 $492
$218
 $242
          
Basic weighted average common shares outstanding (B)117.9
 118.4
 117.9
 118.7
217.3
 117.9
Impact of dilutive share-based awards2.4
 2.6
 2.4
 2.4
2.0
 2.4
Diluted weighted average common shares outstanding (C)120.3
 121.0
 120.3
 121.1
219.3
 120.3
Income from continuing operations per basic common share (A)/(B)$2.06
 $1.66
 $5.79
 $4.15
$1.00
 $2.06
Income from continuing operations per diluted common share (A)/(C)$2.02
 $1.63
 $5.67
 $4.07
$0.99
 $2.02

Potential dilutive common shares primarily consist of employee stock options and restricted and performance unit awards. Income from continuing operations per diluted common share excludes the antidilutiveanti-dilutive impact of 265,652963,402 and 275,021265,652 weighted average share-based awards outstanding for the quarter and three quarters ended April 3, 2020 and March 29, 2019, respectively, and 30,670 and 64,554 weighted average share-based awards outstanding for the quarter and three quarters ended March 30, 2018, respectively.
Note LP — Non-Operating Income
The components of non-operating income were as follows:
 Quarter Ended
 April 3, 2020 March 29, 2019
 (In millions)
Pension adjustment(1)
$97
 $47
Other(2) (1)
 $95
 $46
_______________
(1)Pension adjustment recorded as “Non-operating income” in our Condensed Consolidated Statement of Income (Unaudited) represents the non-service component of net periodic pension and postretirement benefit costs, which includes interest cost, expected return on plan assets, amortization of net actuarial gain and effect of curtailments or settlements.
Note Q — Income Taxes
On December 22, 2017, H.R.1, also known as the “Tax Cuts and Jobs Act,” was signed into U.S. law (“Tax Act”). Among other provisions, the Tax Act reduced the U.S. statutory corporate income tax rate from a maximum 35 percent to a flat 21 percent, effective January 1, 2018. During the quarter ended December 28, 2018, we completed our accounting for the income tax impact of enactment of the Tax Act, based on prevailing regulations and available information as of December 28, 2018, and there were no material changes from the estimates reported in our Fiscal 2017-2018 Update 8-K. We will continue to monitor additional guidance issued by the Internal Revenue Service.
Effective Tax Rate
Our effective tax rate (income taxes as a percentage of income from continuing operations before income taxes) was 11.8 percent in the quarter ended April 3, 2020 compared with 14.1 percent in the quarter ended March 29, 2019 compared with 4.8 percent in2019. In the quarter ended March 30, 2018.April 3, 2020, our effective tax rate benefited from the favorable impact of excess tax benefits related to equity-based compensation, research and development (“R&D”) credits and the favorable impact of audit settlements, partially offset by a valuation allowance increase on international credits and the unfavorable impact of non-deductible goodwill impairment charges. In the quarter ended March 29, 2019, our effective tax rate benefited from the favorable impact of excess tax benefits related to equity-based compensation and from favorable adjustments recorded upon the filing of our Federal tax returns. In the quarter ended March 30, 2018, our effective tax rate benefited from a $33 million ($.27 per diluted share) adjustment to the provisional amount recorded in the second quarter of fiscal 2018 to revalue our net deferred tax balances as a result of the Tax Act. Additionally, our effective tax rate for the quarter ended March 30, 2018 benefited from the favorable impact of excess tax benefits related to equity-based compensation.
Our effective tax rate was 15.7 percent in the three quarters ended March 29, 2019 compared with 25.3 percent in the three quarters ended March 30, 2018. In addition to the items noted above for the quarter ended March 29, 2019, our effective tax rate for the three quarters ended March 29, 2019 benefited from a reduction in the deferred tax liability maintained on the basis differences related to the unremitted foreign earnings and an increase in the research and development (“R&D”) credit. Our effective tax rate for the three quarters ended March 30, 2018 was impacted by a $25 million ($.20 per diluted share) write-down of existing net deferred tax asset balances based on the lower tax rates and other tax law changes from the Tax Act, $26 million ($.21 per diluted share) of benefit from the associated impact of our lower estimated fiscal 2018 tax rate, $22 million ($.18 per diluted share) favorable impact of releasing provisions for uncertain tax positions, the favorable impact of differences in GAAP and tax accounting related to investments and the favorable impact of excess tax benefits related to equity-based compensation.

Note MR — Fair Value Measurements
Fair value is defined as the price that would be received to sellfor an asset or the price that would be paid to transfer a liability in the principal market (oror 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 external pricing services, 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.

The following table presents assets and liabilities measured at fair value on a recurring basis (at least annually) at March 29, 2019April 3, 2020 and June 29, 2018:January 3, 2020:
March 29, 2019 June 29, 2018April 3, 2020 January 3, 2020
Total Level 1 Level 2 Total Level 1 Level 2Total Level 1 Level 2 Total Level 1 Level 2
                      
(In millions)  (In millions)
Assets                      
Deferred compensation plan assets:(1)
                      
Equity and fixed income securities$39
 $39
 $
 $46
 $46
 $
$49
 $49
 $
 $58
 $58
 $
Investments measured at NAV:                      
Equity and fixed income funds61
     63
    
Corporate-owned life insurance27
     27
    27
     29
    
Total fair value of deferred compensation plan assets$127
     $136
    $76
 $49
 $
 $87
 $58
 $
Derivatives (foreign currency forward contracts)11
 
 11
 10
 
 10
Total assets measured at fair value$87
 $49
 $11
 $97
 $58
 $10
                      
Liabilities                      
Deferred compensation plan liabilities:(2)
                      
Equity securities and mutual funds$22
 $22
 $
 $38
 $38
 $
$2
 $2
 $
 $2
 $2
 $
Investments measured at NAV:                      
Common/collective trusts and guaranteed investment contracts130
     111
    61
     69
    
Total fair value of deferred compensation plan liabilities$152
     $149
    $63
 $2
 $
 $71
 $2
 $
Derivative instruments:(3)
           
Yield-based treasury lock$11
 $
 $11
 $
 $
 $
Derivatives (foreign currency forward contracts)27
 
 27
 8
 
 8
Derivatives (treasury lock contracts)135
 
 135
 56
 
 56
Total liabilities measured at fair value$225
 $2
 $162
 $135
 $2
 $64
_______________  
(1)Represents diversified assets held in a “rabbi trust” associated with our non-qualified deferred compensation plans, which we include in the “Other current assets” and “Other non-current assets” line items in our Condensed Consolidated Balance Sheet (Unaudited) and which are measured at fair value.
(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 Condensed Consolidated Balance Sheet (Unaudited). 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.
(3)
See Note N — Derivative Instruments and Hedging Activities in these Notes for additional information.

The following table presents the carrying amounts and estimated fair values of our significant financial instruments that were not measured at fair value (carrying amounts of other financial instruments not listed in the table below approximate fair value due to the short-term nature of those items):
 March 29, 2019 June 29, 2018
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
        
 (In millions)
Long-term debt (including current portion)(1)
$3,418
 $3,673
 $3,712
 $3,848
 April 3, 2020 January 3, 2020
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
        
 (In millions)
Long-term debt (including current portion)(1)
$7,190
 $7,485
 $6,951
 $7,536
_______________  
(1)Fair value was estimated using a market approach based on quoted market prices for our debt traded in the secondary market. If our long-term debt in our balance sheet were measured at fair value, it would be categorized in Level 2 of the fair value hierarchy.

See Note C — Business Divestitures and Assets Sales and Note K — Goodwill and Other Intangible Assets in these Notes for information regarding fair value measurements associated with goodwill.


Note NS — Derivative Instruments and Hedging Activities
In the normal course of business, we are exposed to global market risks, including the effect of changes in foreign currency exchange rates. Additionally, during January 2019, we entered into a yield-based treasury lock agreement with a third-party financial institution counterparty (“treasury lock”) to hedge against fluctuationsrates and changes in interest payments due to changes in the benchmark interest rate (10-year U.S. Treasury rate) associated with our anticipated issuance of long-term fixed-rate notes (“New Notes”) to redeem or repay at maturity the entire $400 million outstanding principal amount of our 2.7% Notes due April 27, 2020 (“2020 Notes”).rates. We use derivative instruments to manage our exposure to such risks and formally document all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking hedge transactions. We also may enter into derivative instruments that are not designated as hedges and do not qualify for hedge accounting. We recognize all derivatives in our Condensed Consolidated Balance Sheet (Unaudited) at fair value. We do not hold or issue derivatives for speculative trading purposes.
At March 29, 2019, we had open foreign currency forward contracts with an aggregate notional amount of $9 million, of which $5 million were classified as cash flow hedges and $4 million was classified as a fair value hedge. This compares with open foreign currency forward contracts with an aggregate notional amount of $39 million at June 29, 2018, of which $35 million were classified as cash flow hedges and $4 million was classified as a fair value hedge. At March 29, 2019, contract expiration dates ranged from 17 days to approximately 3 months with a weighted average contract life of 2 months.
At March 29, 2019, we also had an open treasury lock agreement with a notional amount of $400 million that was classified as a cash flow hedge.
Exchange-Rate Risk — Fair Value Hedges
We useTo manage the exposure in our balance sheet to risks from changes in foreign currency exchange rates, we implement fair value hedges. More specifically, we have used foreign currency forward contracts and options to hedge certain balance sheet items, including foreign currency denominated accounts receivable and inventory. Changes in the value of the derivatives and the related hedged items are reflected in earnings, in the “Cost of product sales and services” line item in our Condensed Consolidated Statement of Income (Unaudited). At March 29, 2019,
As of April 3, 2020, we had an0 outstanding foreign currency forward contract denominated in the Canadian Dollarcontracts to hedge a certain balance sheet item.items. The net gains or losses on foreign currency forward contracts designated as fair value hedges were not material in the quarter or three quarters ended March 29, 2019April 3, 2020 or in the quarter or three quarters ended March 30, 2018.29, 2019. In addition, no0 amounts were recognized in earnings in the quarter ended April 3, 2020 or three quartersin the quarter ended March 29, 2019 or in the quarter or three quarters ended March 30, 2018 related to hedged firm commitments that no longer qualify as fair value hedges.
Exchange-Rate Risk — Cash Flow Hedges
WeTo manage our exposure to currency risk and market fluctuation risk associated with anticipated cash flows that are probable of occurring in the future, we implement cash flow hedges. More specifically, we use foreign currency forward contracts and options to hedge off-balance sheet future foreign currency commitments, including purchase commitments to suppliers, future committed sales to customers and intersegment transactions. These derivatives are used to hedge currency exposures from cash flows anticipated across our business segments. We also have hedgedhedge U.S. Dollar payments to suppliers to maintain our anticipated profit margins in our international operations. At March 29, 2019, we had outstandingThese derivatives have only nominal intrinsic value at the time of purchase and have a high degree of correlation to the anticipated cash flows they are designated to hedge. Hedge effectiveness is determined by the correlation of the anticipated cash flows from the hedging instruments and the anticipated cash flows from the future foreign currency commitments through the maturity dates of the derivatives used to hedge these cash flows. These financial instruments are marked-to-market using forward prices and fair value quotes with the offset to other comprehensive income. Gains and losses in AOCI 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 Condensed Consolidated Statement of Cash Flows (Unaudited) as the cash flows of the related hedged items. Notional amounts are used to measure the volume of foreign currency forward contracts and do not represent exposure to foreign currency losses. At April 3, 2020, we had open foreign currency forward contracts with an aggregate notional amount of $561 million denominated in Canadian Dollars, British Pounds, Euro, New Zealand Dollars and the Australian DollarDollars to hedge certain forecasted transactions.
At April 3, 2020, our foreign currency forward contracts had maturities through 2024.
The table below presents the fair values of our derivatives designated as foreign currency hedging instruments in our Condensed Consolidated Balance Sheet (Unaudited) at April 3, 2020 and January 3, 2020:
 April 3, 2020 January 3, 2020
    
 (In millions)
Derivatives designated as hedging instruments:   
Foreign currency forward contracts(1)
   
Other current assets$8
 $8
Other non-current assets3
 2
Other accrued items21
 6
Other long-term liabilities6
 2
_______________
(1)
See Note R — Fair Value Measurements in these Notes for a description of the fair value hierarchy related to our foreign currency forward contracts.

During the quarter ended April 3, 2020, we recognized a net gains or lossesunrealized loss of $16 million before income taxes in other comprehensive loss from foreign currency derivatives designated as cash flow hedgeshedges. During the quarter ended March 29, 2019, the net unrealized gain or loss recognized in earnings or recorded in other comprehensive income including gains or losses related to hedge ineffectiveness, werefrom foreign currency derivatives designated as cash flow hedges was not material inmaterial.
During the quarter or three quarters ended April 3, 2020 and March 29, 2019, the net gain or loss reclassified from AOCI into earnings from foreign currency derivatives designated as cash flow hedges was not material. Gains and losses from foreign currency derivatives designated as cash flow hedges are included in the quarter or three quarters ended March 30, 2018.line item in our Condensed Consolidated Statement of Income (Unaudited) associated with the hedged transaction, with the exception of any losses resulting from discontinued cash flow hedges, which are included in “Engineering, selling and administrative expenses” line item in our Condensed Consolidated Statement of Income (Unaudited).
At April 3, 2020, the estimated amount of existing losses to be reclassified into earnings within the next twelve months was $12 million before income taxes.
Interest-Rate Risk — Cash Flow Hedges
As noted above,At April 3, 2020, we had 2 treasury lock agreements (“treasury locks”) with third-party financial institution counterparties with a combined notional amount of $650 million. These treasury locks were initiated in anticipation ofJanuary 2019 (and assumed by us in connection with the L3Harris Merger) to hedge against fluctuations in interest payments due to changes in the benchmark interest rate (10-year U.S. Treasury rate) associated with the anticipated issuance of the long-term fixed-rate notes (“New NotesNotes”) to redeem or repay at maturity the 2020entire $650 million outstanding principal amount of our 4.95% Notes we entered into a treasury lock with a notional value of $400 million. due February 15, 2021 (“4.95% 2021 Notes”).
We designated thethese treasury locklocks as a cash flow hedgehedges against fluctuations in interest payments on the New Notes due to changes in the benchmark interest rate prior to issuance, which we expect to occur between August 2019 and April 2020.before the date of maturity of the 4.95% 2021 Notes. If the benchmark interest rate increases during the period of the agreement, the treasury locklocks position will becomebecomes an asset and we will receive a cash payment from the counterparty when we terminate the treasury locklocks upon issuance of the New Notes. Conversely, if the benchmark interest rate decreases, the treasury locklocks position will becomebecomes a liability and we will make a cash payment to the counterparty when we terminate the treasury lock

locks upon issuance of the New Notes. The fair value of the treasury locklocks is measured using a pricing model that utilizes observable market data such as the benchmark interest rate. See Note MR — Fair Value Measurements in these Notes for additional information.
At March 29, 2019,April 3, 2020, the combined fair value of thethese treasury locklocks was a liability of $11$135 million, which we recordedis included in the “Other accrued items”expenses and accruals” line item in our Condensed Consolidated Balance Sheet (Unaudited) with a corresponding. The unrealized after-tax loss of $8 millionassociated with these treasury locks included in the “Accumulated other comprehensive loss” line item in our Condensed Consolidated Balance Sheet (Unaudited) representingwas $75 million and $16 million at April 3, 2020 and January 3, 2020, respectively.
Net gains or losses from cash flow hedges recognized in earnings were not material for the effective portion of the treasury lock’s change in fair value during the quarterquarters ended March 29, 2019. The ineffective portion of the treasury lock’s change in fair value was immaterial during the quarter endedApril 3, 2020 or March 29, 2019.
Note OT — Changes in Estimates
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 theas well as measurement of progress 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 expectation for performance on the contract. These variable amounts generally are 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 occur when the uncertainty associated with the variable consideration is resolved.
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. After establishing the estimated total cost at completion, we follow a standard Estimate at Completion (“EAC”) process in which we review the progress and performance on our ongoing contracts at least quarterly and, in many cases, more frequently. 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, if we are not successful in retiring these risks, we may increase our estimated total cost at completion. Additionally, as the contract progresses, our estimates of total transaction price may increase or decrease if, for example, we receive award

fees that are higher or lower than expected. When adjustments in estimated total costs at completion or in estimated total transaction price are determined, the related impact on operating income is recognized using the cumulative catch-up method, which recognizes in the current period the cumulative effect of such adjustments for all prior periods. Any anticipated losses on these contracts are fully recognized in the period in which the losses become evident.
Net EAC adjustments resulting from changes in estimates impactedincreased our operating income favorablyby $103 million ($78 million after-tax or $.35 per diluted share) and increased our operating income by $6 million ($4 million after-tax or $.03 per diluted share) and $5 million ($4 million after-tax or $.03 per diluted share) for the quarter and three quarters ended April 3, 2020 and March 29, 2019, respectively, and unfavorably by $4 million ($3 million after-tax or $.02 per diluted share) and $15 million ($11 million after-tax or $.09 per diluted share) for the quarter and three quarters ended March 30, 2018, respectively. Revenue recognized from performance obligations satisfied in prior periods was $18$136 million and $34$18 million for the quarter and three quarters ended April 3, 2020 and March 29, 2019, respectively, and $5 million and $35 million for the quarter and three quarters ended March 30, 2018, respectively.
Income Taxes
See Note L — Income Taxes in these Notes for changes in estimates disclosures associated with our accounting for income taxes.
Note PU — 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 and appropriated) and unfunded backlog. Backlog excludes unexercised contract options and potential orders under ordering-type contracts, such as indefinite delivery, indefinite quantity contracts.
At March 29, 2019,April 3, 2020, our ending backlog was $8.5$20.4 billion. We expect to recognize approximately half50 percent of the revenue associated with this backlog within the next twelve months and the substantial majority of the revenue associated with this backlog within the next three years. At January 3, 2020, our ending backlog was $20.6 billion, at which time we expected to recognize approximately 60 percent of the revenue associated with this backlog within the next twelve months and the substantial majority of the revenue associated with this backlog within the next three years.
Note QV — Business Segment Information
We adjusted our segment reporting due to the L3Harris Merger to reflect our new organizational structure announced July 1, 2019. We structure our operations primarily around the products systems and services we sell and the markets we serve, and effective June 29, 2019, we report the financial results of our continuing operations in the following three reportable4 operating segments, which are also our reportable segments and are referred to as our business segments:

Integrated Mission Systems, including multi-mission ISR and communication systems; integrated electrical and electronic systems for maritime platforms; and advanced electro-optical and infrared solutions;
Space and Airborne Systems, including space payloads, sensors and full-mission solutions; classified intelligence and cyber defense; avionics; and electronic warfare;
Communication Systems, including tactical communications; broadband communications; integrated vision solutions; and public safety; and
Aviation Systems, including defense aviation products; security, detection and other commercial aviation products; commercial and military pilot training; and mission networks for air traffic management.
Communication Systems, serving markets in tactical communications and defense products, including tactical ground and airborne radio communications solutions and night vision technology, and in public safety networks;
Electronic Systems, providing electronic warfare, avionics, and command, control, communications, computers, intelligence, surveillance and reconnaissance (“C4ISR”) solutions for defense and classified customers and mission-critical communication systems for civil and military aviation and other customers; and
Space and Intelligence Systems, providing intelligence, space protection, geospatial, complete Earth observation, universe exploration, positioning, navigation and timing (“PNT”), and environmental solutions for national security, defense, civil and commercial customers, using advanced sensors, antennas and payloads, as well as ground processing and information analytics.
As discussed in more detail in Note A — Significant Accounting Policies and Recent Accounting Standards in these Notes and in Note 1: “Significant Accounting Policies” and Note 2: “Accounting Changes or Recent Accounting Pronouncements” in our Notes to Consolidated Financial Statements in our Fiscal 2017-2018 Update 8-K, effective June 30, 2018, we adopted ASC 606 and ASU 2017-07 using the full retrospective method. The historical results, discussion and presentation of our business segments as set forth in our Condensed Consolidated Financial Statements (Unaudited) and these Notesthis Report reflect the impact of our adoption of ASC 606 and ASU 2017-07these adjustments for all periods presentedpresented. There is no impact on our previously reported consolidated statements of income, balance sheets, statements of cash flows or statements of equity resulting from these adjustments. As noted in order to present all segment information Note C — Business Divestitures and Assets Sales and elsewhere in these Notes, on a comparable basis. May 4, 2020, following the close of the first quarter of fiscal 2020, we completed the sale of the airport security and automation business, which provided security and detection products, among others, as part of our Aviation Systems segment.
The accounting policies of our business segments are the same as those described in Note 1: “Significant Accounting Policies” in ourthe Notes to Consolidated Financial Statements in our Fiscal 2017-2018 Update 8-K.
Transition Period Form 10-KT. We evaluate each segment’s performance based on segmentits operating income or loss, which we define as profit or loss from operations before income taxes, including pension income and excluding interest income and expense, royalties and related intellectual property expenses, equity method investment income or loss and gains or losses from securities and other investments. Intersegment sales are generally transferred at cost to the buying segment, and the sourcing segment recognizesmay recognize a profit that is eliminated. The “Corporate eliminations” line item in the table below represents the elimination of intersegment sales. The “Unallocated corporate expense and corporate eliminations” line item in the table below represents the portion of corporateCorporate expenses notare allocated to our businessoperating segments and the elimination of intersegment profits.using an allocation methodology prescribed by U.S. Government regulations for government contractors. The “Pension adjustment” line item in the table below represents the reconciliation of the non-service components of net periodic pension and postretirement benefit costs, which are a component of segment operating income but are included in the “Non-operating income” line item in our Condensed Consolidated Statement of Income (Unaudited) as a result of our adoption of ASU 2017-07 as discussed in Note A — Significant Accounting Policies and Recent Accounting Standards in these Notes.. The non-service components of net periodic pension and postretirement benefit costs include interest cost, expected return on plan assets and amortization of net actuarial gain.gain or loss.

Segment revenue, segment operating income (loss) and a reconciliation of segment operating income to total income from continuing operations before income taxes are as follows:
 Quarter Ended
 April 3, 2020
March 29, 2019
    
 (In millions)
Revenue   
Integrated Mission Systems$1,370
 $14
Space and Airborne Systems1,192
 956
Communication Systems1,094
 580
Aviation Systems1,011
 144
Other non-reportable business segments(1)

 35
Corporate eliminations(41) (1)
 $4,626
 $1,728
Income From Continuing Operations Before Income Taxes   
Segment Operating Income (Loss):   
Integrated Mission Systems$201
 $3
Space and Airborne Systems221
 174
Communication Systems250
 167
Aviation Systems(177) 17
Other non-reportable business segments(1)

 6
Unallocated corporate expenses(2)
(33) 
L3Harris Merger-related transaction and integration expenses(31) (16)
Amortization of acquisition-related intangibles(3)
(145) (25)
Pension adjustment(97) (47)
Non-operating income95
 46
Net interest expense(63) (42)
Total$221
 $283
 Quarter Ended Three Quarters Ended
 March 29, 2019 March 30, 2018 March 29, 2019 March 30, 2018
        
 (In millions)
Revenue       
Communication Systems$568
 $479
 $1,577
 $1,377
Electronic Systems649
 606
 1,855
 1,729
Space and Intelligence Systems514
 482
 1,515
 1,410
Corporate eliminations(3) (5) (11) (9)
 $1,728
 $1,562
 $4,936
 $4,507
Income From Continuing Operations Before Income Taxes
Segment Operating Income:       
Communication Systems$172
 $144
 $474
 $404
Electronic Systems123
 108
 355
 314
Space and Intelligence Systems87
 83
 265
 250
Unallocated corporate expense and corporate eliminations(1)
(56) (86) (155) (182)
Pension adjustment(47) (46) (140) (138)
Non-operating income46
 46
 140
 136
Net interest expense(42) (41) (128) (123)
 $283
 $208
 $811
 $661
_______________
(1)Unallocated corporate expense
Includes the operating results of the Harris Night Vision business prior to the date of divestiture on September 13, 2019. See Note C — Business Divestitures and corporate eliminations included:Assets Sales in these Notes for more information.
(2)
Includes: (i) $16 million and $29$15 million of L3 Technologies, Inc. (“L3”) merger-related transactionadditional cost of sales related to the fair value step-up in inventory sold (see Note B — Business Combination in these Notes for more information); (ii) a $5 million non-cash goodwill impairment charge related to the pending divestiture of our Applied Kilovolts and integration costsAnalytical Instrumentation business; and (iii) $3 million of divestiture expenses for the quarter and three quarters ended March 29, 2019, respectively; (ii) $45April 3, 2020.
(3)Includes $120 million of charges related to our decision to transition and exitamortization of identifiable intangible assets acquired as a commercial air-to-ground long term evolution (“LTE”) radio communications lineresult of business inthe L3Harris Merger for the quarter and three quarters ended March 30, 2018; (iii) a $12 million adjustment for deferred compensation in the three quarters ended March 30, 2018;April 3, 2020 and (iv) $25 million and $76 million of expense in the quarter and three quarters ended March 29, 2019, respectively, compared with $25 million and $75 million of expense in the quarter and three quarters ended March 30, 2018, respectively, for amortization of identifiable intangible assets acquired as a result of our acquisition of Exelis.Exelis Inc. for each of the quarters ended April 3, 2020 and March 29, 2019. Because the L3Harris Merger and the acquisition of Exelis Inc. benefited the entire Company as opposed to any individual segment, the amortization of identifiable intangible assets acquired in the Exelis acquisition was recorded as unallocated corporate expense. Corporate eliminations of intersegment profits were not material in the quarter or three quarters ended March 29, 2019 or the quarter or three quarters ended March 30, 2018.allocated to any segment.


Disaggregation of Revenue
CommunicationIntegrated Mission Systems: Communication Systems operates principally on a “commercial” market-driven business model through which the business segment provides ready-to-ship commercial off-the-shelf products to customers in the U.S. and internationally. Communication Systems revenue is primarily derived from fixed-price contracts and is generally recognized at the point in time when the product is received and accepted by the customer. We disaggregate Communication Systems revenue by geographical region, as we believe this category best depicts how the nature, amount, timing and uncertainty of Communication Systems revenue and cash flows are affected by economic factors:
 Quarter Ended Three Quarters Ended
 March 29, 2019 March 30, 2018 March 29, 2019 March 30, 2018
        
 (In millions)
Revenue By Geographical Region       
United States$324
 $232
 $882
 $716
International244
 247
 695
 661
 $568
 $479
 $1,577
 $1,377

Electronic Systems: ElectronicIntegrated Mission Systems revenue is primarily derived from U.S. Government development and production contracts and is generally recognized over time using the POC cost-to-cost revenue recognition method. We disaggregate ElectronicIntegrated Mission Systems revenue by customer relationship, contract type and geographical region. We believe these categories best depict how the nature, amount, timing and uncertainty of ElectronicIntegrated Mission Systems revenue and cash flows are affected by economic factors:
Quarter Ended Three Quarters EndedQuarter Ended
March 29, 2019 March 30, 2018 March 29, 2019 March 30, 2018April 3, 2020 March 29, 2019
          
(In millions)(In millions)
Revenue By Customer Relationship          
Prime contractor$402
 $426
 $1,195
 $1,234
$949
 $8
Subcontractor247
 180
 660
 495
421
 6
$649
 $606
 $1,855
 $1,729
$1,370
 $14
Revenue By Contract Type          
Fixed-price(1)
$515
 $491
 $1,501
 $1,376
$1,025
 $14
Cost-reimbursable134
 115
 354
 353
345
 
$649
 $606
 $1,855
 $1,729
$1,370
 $14
Revenue By Geographical Region          
United States$539
 $491
 $1,503
 $1,381
$1,105
 $9
International110
 115
 352
 348
265
 5
$649
 $606
 $1,855
 $1,729
$1,370
 $14
_______________
(1)Includes revenue derived from time-and-materials contracts.
(1) Includes revenue derived from time-and-materials contracts.
Space and IntelligenceAirborne Systems:Space and IntelligenceAirborne Systems revenue is primarily derived from U.S. Government development and production contracts and is generally recognized over time using the POC cost-to-cost revenue recognition method. We disaggregate Space and IntelligenceAirborne Systems revenue by customer relationship, contract type and geographical region. We believe these categories best depict how the nature, amount, timing and uncertainty of Space and IntelligenceAirborne Systems revenue
and cash flows are affected by economic factors:
 Quarter Ended
 April 3, 2020 March 29, 2019
    
 (In millions)
Revenue By Customer Relationship   
Prime contractor$658
 $572
Subcontractor534
 384
 $1,192
 $956
Revenue By Contract Type   
Fixed-price(1)
$670
 $531
Cost-reimbursable522
 425
 $1,192
 $956
Revenue By Geographical Region   
United States$1,003
 $846
International189
 110
 $1,192
 $956
_______________
(1) Includes revenue derived from time-and-materials contracts.


Communication Systems: Communication Systems revenue is primarily derived from fixed-price contracts and is generally recognized at the point in time when products are received and accepted by the customer for standard products offered to multiple customers and over time for customer-specific products, systems and services. We disaggregate Communication Systems revenue by customer relationship, contract type and geographical region. We believe these categories best depict how the nature, amount, timing and uncertainty of Communication Systems revenue and cash flows are affected by economic factors:
Quarter Ended Three Quarters EndedQuarter Ended
March 29, 2019 March 30, 2018 March 29, 2019 March 30, 2018April 3, 2020
March 29, 2019
          
(In millions)(In millions)
Revenue By Customer Relationship(1)          
Prime contractor$355
 $353
 $1,069
 $1,016
$740
  
Subcontractor159
 129
 446
 394
354
  
$514
 $482
 $1,515
 $1,410
$1,094
  
Revenue By Contract Type(1)          
Fixed-price(1)(2)
$173
 $140
 $533
 $383
$918
  
Cost-reimbursable341
 342
 982
 1,027
176
  
$514
 $482
 $1,515
 $1,410
$1,094
  
Revenue By Geographical Region       
Revenue by Geographical Region   
United States$504
 $466
 $1,480
 $1,364
$834

$347
International10
 16
 35
 46
260

233
$514
 $482
 $1,515
 $1,410
$1,094

$580
_____________________________
(1)Includes revenue derived from time-and-materials contracts.
(1) Prior to the L3Harris Merger, Communication Systems did not recognize significant revenue for customer-specific products and systems, and currently, such customer arrangements primarily exist at operating businesses acquired in connection with the L3Harris Merger. The “Revenue by Customer Relationship” and “Revenue by Contract Type” disaggregation categories were added beginning in the Fiscal Transition Period to best depict how the nature, amount, timing and uncertainty of revenue and cash flows from these types of customer arrangements are affected by economic factors.
(2) Includes revenue derived from time-and-materials contracts.
Aviation Systems: Aviation Systems revenue is primarily derived from fixed-price contracts and is generally recognized at the point in time when products are received and accepted by the customer for standard products offered to multiple customers and over time for customer-specific products, systems and services. We disaggregate Aviation Systems revenue by customer relationship, contract type and geographical region. We believe these categories best depict how the nature, amount, timing and uncertainty of Aviation Systems revenue and cash flows are affected by economic factors:
 Quarter Ended
 April 3, 2020 March 29, 2019
    
 (In millions)
Revenue By Customer Relationship   
Prime contractor$664
 $140
Subcontractor347
 4
 $1,011
 $144
Revenue By Contract Type   
Fixed-price(1)
$841
 $122
Cost-reimbursable170
 22
 $1,011
 $144
Revenue By Geographical Region   
United States$749
 $143
International262
 1
 $1,011
 $144
______________
(1) Includes revenue derived from time-and-materials contracts.

Total assets by business segment are summarized below:
March 29, 2019 June 29, 2018April 3, 2020 January 3, 2020
      
(In millions)(In millions)
Total Assets      
Integrated Mission Systems$7,999
 $7,896
Space and Airborne Systems6,948
 6,829
Communication Systems$1,562
 $1,567
5,928
 5,930
Electronic Systems4,251
 4,174
Space and Intelligence Systems2,216
 2,193
Aviation Systems7,423
 7,569
Corporate(1)
1,763
 1,917
9,807
 10,112
$9,792
 $9,851
$38,105
 $38,336
_______________
(1)
Identifiable intangible assets acquired in connection with the L3Harris Merger in the quarter ended September 27, 2019 and our acquisition of Exelis Inc. in the fourth quarter of fiscal 2015 were recorded as Corporate assets because they benefited the entire Company as opposed to any individual segment. Exelis identifiableIdentifiable intangible asset balances recorded as Corporate assets were $898 millionapproximately $8.2 billion and $974 million$8.5 billion at March 29, 2019April 3, 2020 and June 29, 2018,January 3, 2020, respectively. Corporate assets also consisted of cash, income taxes receivable, deferred income taxes, deferred compensation plan investments, buildings and equipment, as well as any assets and buildingsliabilities from discontinued operations and equipment.divestitures. See Note C — Business Divestitures and Assets Sales in these Notes for additional information.
Note RW — Legal Proceedings 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 employee 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 March 29, 2019,April 3, 2020, our accrual for the potential resolution of lawsuits, claims or proceedings that we consider probable of being decided unfavorably to us was not material. Although it is not feasible to predict the outcome of these matters with certainty, it is reasonably possible that some lawsuits, claims or proceedings may be disposed of or decided unfavorably to us and in excess of the amounts currently accrued. 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 March 29, 2019April 3, 2020 are reserved against or would not have a material adverse effect on our financial condition, results of operations or cash flows.
Merger Litigation
In connection with our pending merger with L3 (see Note S — Pending Merger in these Notes for additional information), two putative class action lawsuits and one individual lawsuit were filed against L3 and its directors (together, the “L3 Parties”) in the U.S. District Court for the Southern District of New York between December 19, 2018 and January 15, 2019, and a third putative class action lawsuit, Kent v. L3 Technologies, Inc., et al., was filed against the L3 Parties and Harris Corporation and its wholly owned subsidiary, Leopard Merger Sub Inc. (Harris Corporation and Leopard Merger Sub Inc., the “Harris Parties”), in the U.S. District Court for the District of Delaware on January 4, 2019. The complaints in the lawsuits contained substantially similar allegations contending, among other things, that the registration statement on Form S-4 in support of the pending merger misstated or failed to disclose certain allegedly material information in violation of federal securities laws. The complaint in the Kent lawsuit further alleged that the Harris Parties were liable for these violations as “controlling persons” of L3 within the meaning of federal securities laws. On March 12, 2019, the parties to the actions entered into an agreement to settle all claims that were or could have been alleged in the action subject to, among other things, the supplementation by L3 of certain disclosures contained in the registration statement, which were reflected in a Current Report on Form 8-K filed by L3 with the SEC on March 13, 2019, and the dismissal of the four lawsuits, all of which were dismissed by March 18, 2019.
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. 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 (“EPA”) or equivalent state or international environmental agencies allege that a number of 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 under the Comprehensive Environmental Response, Compensation and Liability Act (commonly

known as the “Superfund Act”) and/or equivalent state and international laws. For example, in June 2014, the U.S. Department of Justice (the “DOJ”), Environment and Natural Resources Division, notified several potentially responsible parties, including Exelis Inc., of potential responsibility for contribution to the environmental investigation and remediation of multiple locations in Alaska. In addition, in March 2016, the EPA notified over 100 potentially responsible parties, including Exelis Inc., of potential liability for the cost of remediation for the 8.3-mile stretch of the Lower Passaic River, estimated by the EPA to be $1.38 billion, but the parties’ respective allocations have not been determined. Although it is not feasible to predict the outcome of these environmental claims made against us, based on available information, in the opinion of our management, any payments we may be required to make as a result of environmental claims made against us in existence at March 29, 2019April 3, 2020 are reserved against, covered by insurance or would not have a material adverse effect on our financial condition, results of operations or cash flows.
Note S — Pending Merger
On October 14, 2018, we announced that on October 12, 2018, we entered into an Agreement and Plan of Merger (the “Merger Agreement”), with L3 and Leopard Merger Sub Inc., our wholly owned subsidiary (“Merger Sub”), pursuant to which we and L3 have agreed to combine in an all-stock merger of equals. Under the terms and subject to the conditions set forth in the Merger Agreement, L3 shareholders will receive a fixed exchange ratio of 1.30 shares of Harris common stock for each share of L3 common stock. Upon closing of the transactions contemplated by the Merger Agreement, Harris Corporation will be re-named “L3 Harris Technologies, Inc.” and Merger Sub will merge with and into L3, with L3 being the surviving corporation and becoming a wholly-owned subsidiary of L3 Harris Technologies, Inc. (“L3 Harris”), which will be owned on a fully diluted basis approximately 54 percent by Harris shareholders and 46 percent by L3 shareholders. Upon closing, the merger will be accounted for using the acquisition method of accounting, and Harris will be treated as the accounting acquirer. The Merger Agreement has been unanimously approved by the Board of Directors of each company.
The consummation of the merger is subject to the satisfaction or waiver of certain conditions, including, among others, the expiration or earlier termination of any applicable waiting period and the receipt of approvals under domestic and certain foreign antitrust and competition laws, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). In connection with the proposed merger, we and L3 each filed a Notification and Report Form under the HSR Act (an “HSR Notification”) with the U.S. Federal Trade Commission and the DOJ on November 9, 2018. We voluntarily withdrew our HSR Notification effective as of December 10, 2018 and re-filed our HSR Notification on December 11, 2018. As part of the DOJ’s review of the merger, we and L3 each received on January 10, 2019 a request for additional information and documentary materials (the “Second Request”) from the DOJ, which extends the waiting period under the HSR Act until 30 days after both we and L3 have complied with the Second Request or such later time as the parties may agree with the DOJ, unless the waiting period is terminated earlier. We and L3 continue to work cooperatively with the DOJ on its review of the merger. We and L3 continue to expect the merger to close in the previously announced time frame of mid-calendar year 2019, although we can give no assurances regarding the timing or occurrence of closing.
See Note T — Subsequent Events in these Notes for subsequent events disclosures associated with the merger.
L3 is a prime contractor in intelligence, surveillance and reconnaissance (“ISR”) systems, aircraft sustainment (including modifications and fleet management of special mission aircraft), simulation and training, night vision and image intensification equipment and security and detection systems headquartered in New York, New York. L3 is also a provider of a broad range of communication, electronic and sensor systems used on military, homeland security and commercial platforms. L3 employs approximately 31,000 employees and its customers include the U.S. Department of Defense and its prime contractors, U.S. government intelligence agencies, the U.S. Department of Homeland Security, foreign governments and domestic and commercial customers. L3 generated calendar 2018 revenue of approximately $10 billion.
The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by reference to, the Agreement and Plan of Merger, dated as of October 12, 2018, by and among L3, us, and Merger Sub, a copy of which was filed as an exhibit to our Current Report on Form 8-K filed with the SEC on October 16, 2018.



Note TX — Subsequent Events
Airport security and automation business divestiture
On AprilMay 4, 2019, at our2020, we completed the sale of the airport security and L3’s respective special meetingsautomation business for net cash proceeds of stockholders to vote on the proposals identifiedapproximately $1 billion, before estimated transaction expenses and estimated adjustments in the definitive joint proxy statement/prospectus filed with the SEC on February 25, 2019 in connection with the Merger Agreement, ourrespect of net cash and L3’s respective stockholders voted to approve all proposals necessary to complete the transactions contemplated by the Merger Agreement.
Also on April 4, 2019, we entered into a definitive agreement under which we will sell our Night Vision business to Elbit Systems of America, LLC, a subsidiary of Elbit Systems Ltd., for $350 million in cash,working capital, and subject to customary purchase pricepost-closing finalization of those adjustments as set forth in the definitive agreement. The sale transaction is conditioned on completion of our pending merger with L3 pursuant to the Merger Agreement, as well as customary closing conditions, including receipt of regulatory approvals.agreement. We expect to use the net cash proceeds from the sale for general corporate purposes and potential repurchases of shares of our Night Vision businesscommon stock.
Debt exchange
As described in more detail in Note M — Debt in these Notes, the Exchange Offers (to exchange any or all New L3Harris Notes that had been issued pursuant to pre-fund L3 Harris pension plansan exemption from the registration requirements of the Securities Act for an equal principal amount of new notes registered under the Securities Act) expired at 5:00 p.m., New York City time, on May 1, 2020.
On May 5, 2020, we settled the Exchange Offers and return cash to shareholders. Our Night Vision business is a global supplier of high-performance, vision-enhancing productsissued Exchange Notes for U.S. and allied military and security forces and commercial customers. Because the sale transaction is conditioned on completion of our pending merger with L3, the assets and liabilities of our Night Vision business were not classified as held for sale in our Condensed Consolidated Balance Sheet (Unaudited) at March 29, 2019.validly tendered Original Notes.



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Shareholders and Board of Directors of Harris CorporationL3Harris Technologies, Inc.
    
Results of Review of Interim Financial Statements

We have reviewed the accompanying condensed consolidated balance sheet of Harris CorporationL3Harris Technologies, Inc. (the Company) as of March 29, 2019,April 3, 2020, the related condensed consolidated statements of income, comprehensive income, cash flows and equity for the quarter and three quarters ended April 3, 2020 and March 29, 2019, and March 30, 2018, the condensed consolidated statements of cash flows for the three quarters ended March 29, 2019 and March 30, 2018, and the related notes (collectively referred to as the “condensed consolidated interim financial statements”). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of June 29, 2018,January 3, 2020, the related consolidated statements of income, comprehensive income, cash flows and equity for the yeartwo quarters then ended, and the related notes and financial statement schedule (not presented herein); and in our report dated August 27, 2018, except for the retrospective changes for revenue and periodic pension and postretirement benefit costs described in Note 2 and the subsequent event described in Note 25 as to which the date is December 13, 2018,March 3, 2020, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of June 29, 2018,January 3, 2020, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

These financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and 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 SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.


/s/ Ernst & Young LLP

Orlando, Florida
May 2, 20197, 2020

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
OVERVIEW
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 (Unaudited) and accompanying Notes appearing elsewhere in this Report (the “Notes”). In addition, reference should be made to our audited Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-KT for the Fiscal 2017-2018 Update 8-K.Transition Period from June 29, 2019 to January 3, 2020 (our “Fiscal Transition Period Form 10-KT”). 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.”
COVID-19 
In March 2020, the widespread outbreak of the novel COVID-19 strain of coronavirus (“COVID-19”) was recognized as a pandemic by the World Health Organization (“WHO”) and declared a national emergency by the U.S. Government. The COVID-19 pandemic and attempts to contain it, such as mandatory closures, “shelter-in-place” orders and travel restrictions, have caused significant disruptions and adverse effects on U.S. and global economies, including impacts to supply chains, customer demand, international trade and capital markets. In response, we have increased our focus on keeping our employees safe while continuing to strive to meet customer commitments and support suppliers. For example, we have instituted work-from-home (for employees who are able to work remotely) and social distancing arrangements; canceled travel and external events; worked to procure personal protective equipment (“PPE”); initiated health screening procedures at higher-risk facilities; staggered work shifts, redesigned work stations and implemented stringent cleaning protocols, particularly for production facilities; maintained an active dialog with key suppliers and developed plans to mitigate supply chain risks; and shifted the timing of share repurchases, which bolsters liquidity in support of employees, suppliers and customers during the pandemic. The U.S. Government response has included identifying the Defense Industrial Base as a Critical Infrastructure Sector and enhancing cash flow and liquidity for the Defense Industrial Base, such as by increasing progress payments and accelerating contract awards. As a part of the Defense Industrial Base, these actions have enabled us to keep our U.S. production facilities largely operational in support of national security commitments to U.S. Government customers and to announce that we will accelerate more than $100 million in payments to small business suppliers in 45 states.
Although we believe that the large percentage of our revenue, earnings and cash flows that is derived from sales to the U.S. government, whether directly or through prime contractors, will be relatively predictable, in part due to the responsive actions taken by the U.S. Government described above, our commercial, international and public safety businesses are at a higher risk of adverse impacts related to the COVID-19 pandemic. For example, the severe decline in global air traffic from travel restrictions and the resulting downturn in the commercial aviation market and its impact on customer operations has significantly reduced demand for flight training, flight simulators and commercial avionics products in our Commercial Aviation Solutions sector within our Aviation Systems segment. As a result, we have temporarily closed some of our flight training facilities in Europe and several other locations and also have recognized $330 million of charges for impairment of goodwill and other assets and other COVID-19-related impacts in the first quarter of 2020.
The extent of these disruptions and impacts, including on our ability to perform under U.S. Government contracts and other contracts within agreed timeframes and ultimately on our results of operations and cash flows, will depend on future developments, including the severity and duration of the pandemic and associated containment actions taken by the U.S. Government, state and local government officials and international governments, and consequences thereof, and global air traffic demand, all of which are uncertain and unpredictable.
The impact of COVID-19 may also exacerbate other risks discussed in Item 1A. “Risk Factors” of our Fiscal Transition Period Form 10-KT, any of which could have a material effect on us. We continue to work with our customers, employees, suppliers, subcontractors, distributors, resellers and communities to address the impact of the pandemic. We continue to assess possible implications to our business, supply chain and customers, and to take actions in an effort to mitigate adverse consequences. For further information regarding the impact, and the risks of the impact, of COVID-19 on the Company, see Part II, Item 1A. “Risk Factors” in this Report.



The following is a list of the remaining sections of this MD&A, together with our perspective on their contents, which we hope will assist in reading these pages:
Results of Operations — an analysis of our consolidated results of operations and the results in each of our business segments, to the extent the segment results are helpful to an understanding of our business as a whole, for the periods presented in our Condensed Consolidated Financial Statements (Unaudited).
Liquidity, Capital Resources and Financial Strategies — an analysis of cash flows, funding of pension plans, common stock repurchases, dividends, capital structure and resources, off-balance sheet arrangements and commercial commitments and contractual obligations.
Critical Accounting Policies and Estimates — information about accounting policies that require critical judgments and estimates and about accounting standards that have been issued, but are not yet effective for us, and their potential impact on our financial condition, results of operations and cash flows.
Forward-Looking Statements and Factors that May Affect Future Results — cautionary information about forward-looking statements and a description of certain risks and uncertainties that could cause our actual results to differ materially from our historical results or our current expectations or projections.
As discussed in Note V — Business Segment Information in the Notes, we implemented a new organizational structure effective on June 29, 2019, which resulted in changes to our operating segments, which are also reportable segments and referred to as our business segments. The historical results, discussion and presentation of our business segments as set forth in this MD&A reflect the impact of these changes for all periods presented in order to present segment information on a comparable basis. There is no impact on our previously reported consolidated statements of income, balance sheets, statements of cash flows or statements of equity resulting from these changes.
We report the financial results of our continuing operations in the following threefour segments, which are also referred to as
our business segments:
Communication Systems, serving markets in tactical communications and defense products, including tactical ground and airborne radio communications solutions and night vision technology, and in public safety networks;
ElectronicIntegrated Mission Systems, providingincluding multi-mission intelligence, surveillance and reconnaissance and communication systems; integrated electrical and electronic warfare, avionics, and C4ISR solutions for defense and classified customers and mission-critical communication systems for civilmaritime platforms; and advanced electro-optical and infrared solutions;
Space and Airborne Systems, including space payloads, sensors and full-mission solutions; classified intelligence and cyber defense; avionics; and electronic warfare;
Communication Systems, including tactical communications; broadband communications; integrated vision solutions; and public safety; and
Aviation Systems, including defense aviation products; security, detection and other commercial aviation products; commercial and military aviationpilot training; and other customers;mission networks for air traffic management.
On February 4, 2020, we entered into a definitive agreement to sell Security & Detection Systems and
Space and Intelligence Systems, providing intelligence, space protection, geospatial, complete Earth observation, universe exploration, PNT, and environmental solutions for national security, defense, civil and commercial customers, using advanced sensors, antennas and payloads, as well as ground processing and information analytics.
As described MacDonald Humfrey Automation solutions (“airport security and automation business”) to Leidos, Inc. for $1 billion in more detail in the Adoption of New Accounting Standards section in Note A — Significant Accounting Policies and Recent Accounting Standardsin the Notes, effective June 30, 2018, we adopted ASC 606, a new revenue recognition standard that supersedes nearly all revenue recognition guidance under GAAP and International Financial Reporting Standards and supersedes some cost guidance for construction-type and production-type contracts. Effective June 30, 2018, we also adopted ASU 2017-07, which changed the presentation of components of net periodic pension and postretirement benefit costs other than the service cost component in our Condensed Consolidated Statement of Income (Unaudited). Our historical results, discussion and presentationcash, subject to customary purchase price adjustments as set forth in the definitive agreement. The sale transaction is conditioned on customary closing conditions, including satisfaction of regulatory requirements. The airport security and automation business, which is reported as part of our Condensed Consolidated Financial Statements (Unaudited)Aviation Systems segment, provides solutions used by the aviation and accompanying Notestransportation industries, regulatory and this MD&A reflectcustoms authorities, government and law enforcement agencies and commercial and other high-security facilities. We completed the impactsale of the adoption of these new standards for all periods presented in orderairport security and automation business on May 4, 2020 and expect to present all information on a comparable basis.
The classification of certain prior-period amounts has been adjusted in our Condensed Consolidated Financial Statements (Unaudited) to conform with current-period classifications. Reclassifications include certain direct selling and bid and proposal costsuse the proceeds from the “Costsale for general corporate expenses and for potential repurchases of product salesshares of our common stock.
On March 20, 2020, we entered into a definitive agreement to sell our EOTech business for $42 million, subject to customary purchase price adjustments and services” line item to the “Engineering, selling and administrative expenses” line item in our Condensed Consolidated Statement of Income (Unaudited) andcustomary closing conditions as set forth in the Notes.definitive agreement. The EOTech business, which is reported as part of our Communications Systems segment, manufactures holographic sighting systems, magnified field optics and accessories for military, law enforcement and commercial markets around the world. We expect to complete the sale of the EOTech business in mid-2020.
On February 19, 2020, we entered into a definitive agreement to sell our Applied Kilovolts and Analytical Instrumentation business, which is reported as part of our Space and Airborne Systems segment, subject to customary closing conditions as set forth in the definitive agreement. We expect to complete the sale of the Applied Kilovolts and Analytical Instrumentation business in mid-2020.
As described in more detail in Note SCPending MergerBusiness Divestitures and Assets Sales in the Notes, we entered into the Merger Agreement with L3assets and Merger Sub on October 12, 2018, pursuant to which weliabilities of the airport security and L3 have agreed to combineautomation, EOTech and the Applied Kilovolts and Analytical Instrumentation businesses were classified as held for sale in an all-stock mergerour Condensed Consolidated Balance Sheet (Unaudited) as of equals. We and L3 continue to expect the merger to close in the previously announced time frame of mid-calendar year 2019, although we can give no assurances regarding the timing or occurrence of closing.April 3, 2020.
Amounts contained in this Report may not always add to totals due to rounding.

RESULTS OF OPERATIONS
Highlights
OperationsAs discussed further in Note A — Significant Accounting Policies and Recent Accounting Standards in the Notes, we completed the L3Harris Merger on June 29, 2019. Because of the L3Harris Merger, the quarter ended April 3, 2020 reflects the results of the combined company, while the quarter ended March 29, 2019 reflects the results of only Harris operating businesses. Due to the significance of the L3 operating businesses included in the combined company results following the L3Harris Merger, the reported results for the third quarter ended April 3, 2020 and quarter ended March 29, 2019 generally are not comparable. Therefore, to assist with a discussion of fiscalthe April 3, 2020 and March 29, 2019 consolidated results of operations on a more comparable basis, certain supplemental unaudited pro forma combined income statement information prepared in accordance with the requirements of Article 11 of Regulation S-X (referred to in this MD&A as “pro forma”) also is provided (see “Supplemental Unaudited Pro Forma Condensed Combined Income Statement Informationbelow in this MD&A).
Highlights
Consolidated operating results for the quarter ended April 3, 2020, in each case compared with the third quarter ended March 29, 2019 on both an “as reported” basis (reflecting the results of fiscal 2018,only Harris operating businesses for the prior period) and a “pro forma” basis (also reflecting the results of L3 operating businesses for the prior period), included:
Consolidated — as reported
Revenue increased 11168 percent to $1.73$4.6 billion from $1.56$1.7 billion;
Gross margin increased 10125 percent to $589$1,328 million from $534$589 million;
Income from continuing operations increased 23decreased 20 percent to $243$195 million from $198$243 million; and
Income from continuing operations per diluted common share increased24 percent to $2.02 from $1.63;
Communication Systems segment revenue increased 19Income from continuing operations per diluted common share attributable to L3Harris Technologies, Inc. common shareholders decreased 51 percent to $568 million$0.99 from $479 million and operating income increased 19 percent to $172 million from $144 million;$2.02.
Electronic Systems segment revenue increased 7 percent to $649 million from $606 million and operating income increased 14 percent to $123 million from $108 million; andConsolidated — pro forma
Space and Intelligence Systems segment revenue increased 7 percent to $514 million from $482 million and operating incomeRevenue increased 5 percent to $87$4.6 billion from $4.4 billion;
Gross margin increased 5 percent to $1,328 million from $83 million.$1,267 million;
Net cash provided by operating activities increased 280Income from continuing operations decreased 51 percent to $874$195 million in the first three quarters of fiscal 2019 from $230 million in the first three quarters of fiscal 2018.$400 million; and
Income from continuing operations per diluted common share attributable to L3Harris Technologies, Inc. common shareholders decreased 43 percent to $0.99 from $1.75.

Consolidated Results of Operations
 Quarter Ended
 April 3,
2020
 March 29,
2019
 % Inc/(Dec) March 29,
2019
 % Inc/(Dec)
          
 As Reported Pro Forma
 (Dollars in millions, except per share amounts)
Revenue:         
Integrated Mission Systems$1,370
 $14
 *
 $1,362
 1 %
Space and Airborne Systems1,192
 956
 25 % 1,112
 7 %
Communication Systems1,094
 580
 89 % 1,041
 5 %
Aviation Systems1,011
 144
 *
 914
 11 %
Other non-reportable business segments

35

(100)%


*
Corporate eliminations(41) (1) *
 (43) (5)%
Total revenue4,626
 1,728
 168 % 4,386
 5 %
Cost of product sales and services(3,298) (1,139) 190 % (3,119) 6 %
Gross margin1,328
 589
 125 % 1,267
 5 %
% of total revenue29% 34%   29%  
Engineering, selling and administrative expenses(815) (310) 163 % (799) 2 %
% of total revenue18% 18%   18%  
Impairment of goodwill and other assets(324) 
 *
 
 *
Non-operating income95
 46
 107 % 55
 73 %
Net interest expense(63) (42) 50 % (67) (6)%
Income from continuing operations before income taxes221
 283
 (22)% 456
 (52)%
Income taxes(26) (40) (35)% (56) (54)%
Effective tax rate12% 14%   12%  
Income from continuing operations195
 243
 (20)% 400
 (51)%
Noncontrolling interests, net of income taxes23
 
 *
 (6) (483)%
Income from continuing operations attributable to L3Harris Technologies, Inc. common shareholders$218
 $243
 (10)% $394
 (45)%
% of total revenue5% 14%   9%  
Income from continuing operations per diluted common share attributable to L3Harris Technologies, Inc. common shareholders$0.99
 $2.02
 (51)% $1.75
 (43)%
_______________
* Not meaningful
 Quarter Ended Three Quarters Ended
 March 29, 2019 March 30, 2018 % Inc/(Dec) March 29, 2019 March 30, 2018 % Inc/(Dec)
            
 (Dollars in millions, except per share amounts)
Revenue:           
Communication Systems$568
 $479
 19 % $1,577
 $1,377
 15 %
Electronic Systems649
 606
 7 % 1,855
 1,729
 7 %
Space and Intelligence Systems514
 482
 7 % 1,515
 1,410
 7 %
Corporate eliminations(3) (5) *
 (11) (9) *
Total revenue1,728
 1,562
 11 % 4,936
 4,507
 10 %
Cost of product sales and services(1,139) (1,028) 11 % (3,244) (2,969) 9 %
Gross margin589
 534
 10 % 1,692
 1,538
 10 %
% of total revenue34% 34%   34% 34%  
Engineering, selling and administrative expenses(310) (331) (6)% (893) (890) 
% of total revenue18% 21%   18% 20%  
Non-operating income46
 46
 
 140
 136
 3 %
Net interest expense(42) (41) 2 % (128) (123) 4 %
Income from continuing operations before income taxes283
 208
 36 % 811
 661
 23 %
Income taxes(40) (10) 300 % (127) (167) (24)%
Effective tax rate14% 5%   16% 25%  
Income from continuing operations$243
 $198
 23 % $684
 $494
 38 %
% of total revenue14% 13%   14% 11%  
Income from continuing operations per diluted common share$2.02
 $1.63
 24 % $5.67
 $4.07
 39 %
* Not meaningful           

As Reported
Revenue
Third Quarter 2019 Compared With Third Quarter 2018: The increase in revenue infor the third quarter of fiscal 2019ended April 3, 2020 compared with the third quarter of fiscal 2018ended March 29, 2019 was primarily due to higherthe inclusion of $2.9 billion of revenue (net of intercompany sales eliminations) from L3 operations in operating results for the quarter ended April 3, 2020 and organic revenue growth in all three of ourfour business segments.
First Three Quarters 2019 Compared With First Three Quarters 2018: The increase in revenue in the first three quarters of fiscal 2019 compared with the first three quarters of fiscal 2018 was due to higher revenue in all three of our segments.

See “Discussion of Business Segment Results of Operations” below in this MD&A for further information.

Gross Margin
Third Quarter 2019 Compared With Third Quarter 2018: The increase in gross margin infor the third quarter of fiscal 2019ended April 3, 2020 compared with the third quarter of fiscal 2018ended March 29, 2019 was primarily due to higher revenuethe inclusion of L3 operations in all three of our segments.
First Three Quarters 2019 Compared With First Three Quarters 2018: operating results for the quarter ended April 3, 2020. The increasedecrease in gross margin inas a percentage of revenue (“gross margin percentage”) for the first three quarters of fiscal 2019quarter ended April 3, 2020 compared with the first three quarters of fiscal 2018quarter ended March 29, 2019 was primarily due to highera mix of program revenue and product sales with relatively lower gross margin percentage, $17 million of amortization of identifiable intangible assets acquired as a result of the L3Harris Merger in all threethe quarter ended April 3, 2020 and $15 million of our segments.additional cost of sales related to the fair value step-up in inventory sold in the quarter ended April 3, 2020, partially offset by productivity and integration savings.
See the “Discussion of Business Segment Results of Operations” discussion below in this MD&A for further information.
Engineering, Selling and Administrative Expenses
Third Quarter 2019 Compared With Third Quarter 2018: The decreasesincrease in engineering, sellingEngineering, Selling and administrativeAdministrative (“ESA”) expenses and comparability of ESA expensesexpense as a percentage of total revenue (“ESA percentage”) infor the third quarter of fiscal 2019ended April 3, 2020 compared with the third quarter of fiscal 2018ended March 29, 2019 were primarily due to the absenceinclusion of $45L3 operations in operating results, as well as $103 million of amortization of identifiable intangible assets acquired as a result of the L3Harris Merger and additional charges related to our decision to transitionfor integration and exit a commercial air-to-ground LTE radio communications line of businessother costs associated with the L3Harris Merger in the third quarter of fiscal 2018,ended April 3, 2020, partially offset by $16 million of L3 merger-related transactionproductivity and integration costs and increased investments in bids and proposals and R&D in the third quarter of fiscal 2019.
First Three Quarters 2019 Compared With First Three Quarters 2018: The slight increase in ESA expenses in the first three quarters of fiscal 2019 compared with the first three quarters of fiscal 2018 was primarily due to $29 million of L3 merger-related transaction and integration costs and increased investments in bids and proposals and R&D, partially offset by $45 million of charges related to our decision to transition and exit a commercial air-to-ground LTE radio communications line of business in the third quarter of fiscal 2018 and a $12 million adjustment for deferred compensation in the second quarter of fiscal 2018. The decrease in ESA percentage in the first three quarters of fiscal 2019 compared with the first three quarters of fiscal 2018 was primarily due to management of expenses on higher revenue.savings.
See the “Discussion of Business Segment Results of Operations” discussion below in this MD&A for further information.
Impairment of goodwill and other assets
Impairment of goodwill and other assets for the quarter ended April 3, 2020 included a $296 million non-cash goodwill impairment charge and $23 million of charges to write-down accounts receivable and contract assets in our Commercial Aviation Solutions sector due to the COVID-19-related downturn in the commercial aviation market and its impact on customer operations as well as a $5 million non-cash goodwill impairment charge recorded in connection with the pending divestiture of our Applied Kilovolts and Analytical Instrumentation business.
See Note C — Business Divestitures and Assets Sales,Note G — Receivables, Note H — Contract Assets and Contract Liabilities and Note K — Goodwill and Other Intangible Assets in the Notes for further information.
Non-Operating Income
Third Quarter 2019 Compared With Third Quarter 2018: Non-operating income in the third quarter of fiscal 2019 was comparable with the third quarter of fiscal 2018.
First Three Quarters 2019 Compared With First Three Quarters 2018: The slight increase in non-operating income in the first three quarters of fiscal 2019quarter ended April 3, 2020 compared with the first three quarters of fiscal 2018quarter ended March 29, 2019 was primarily due to an increase in the non-service cost components of pension and other postretirement benefit plan income, and a debt extinguishment loss recognizedreflecting the inclusion of income from benefit plans assumed in connection with the second quarter of fiscal 2018.L3Harris Merger.
See Note APSignificant Accounting PoliciesNon-Operating Income and Recent Accounting StandardsNote N — Postretirement Benefit Plans in the Notes for further information.
Net Interest Expense
The increase in net interest expense in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to higher average debt levels as a result of the assumption of $3.5 billion of debt in connection with the L3Harris Merger. See Note M — Debt in the Notes and Note 14: “Debt” in the Notes to Consolidated Financial Statements in our Fiscal Transition Period Form 10-KT for further information.
Income Taxes
Third Quarter 2019 Compared With Third Quarter 2018: Our effective tax rate (income taxes as a percentage of income from continuing operations before income taxes) was 11.8 percent for the quarter ended April 3, 2020 compared with 14.1 percent infor the third quarter of fiscal 2019 compared with 4.8 percent in the third quarter of fiscal 2018. In the third quarter of fiscal 2019, ourended March 29, 2019. Our effective tax rate for the quarter ended April 3, 2020 benefited from the favorable impact of excess tax benefits related to equity-based compensation, research and development (“R&D”) credits and the favorable impact of audit settlements, partially offset by a valuation allowance increase on international credits and the unfavorable impact of non-deductible goodwill impairment charges. Our effective tax rate for the quarter ended March 29, 2019 benefited from the favorable impact of excess tax benefits related to equity-based compensation and from favorable adjustments recorded upon the filing of our Federal tax returns. In
Income From Continuing Operations
The decrease in income from continuing operations for the third quarter of fiscal 2018, our effective tax rate benefited from a $33 million adjustmentended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to the provisional amount recordednon-cash charges for impairment of goodwill and other assets in the second quarter ended April 3, 2020 as well as the combined effects of fiscal 2018the other reasons noted above in this “As Reported” discussion regarding the quarters ended April 3, 2020 and March 29, 2019.

Income From Continuing Operations Per Diluted Common Share Attributable to revalue our net deferred tax balancesL3Harris Common Shareholders
The decrease in income from continuing operations per diluted common share attributable to L3Harris common shareholders for the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to lower income from continuing operations, as discussed above, and an increase in diluted weighted average common shares outstanding as a result of approximately 104 million shares issued in connection with the Tax Act. Additionally,L3Harris Merger.
See “Common Stock Repurchases” below in this MD&A for information regarding our share repurchase program.

Pro Forma
Revenue
The increase in revenue for the quarter ended April 3, 2020 compared with pro forma revenue for the quarter ended March 29, 2019 was primarily due to higher revenue in all four business segments.
See “Discussion of Business Segment Results of Operations” below in this MD&A for further information.
Gross Margin
The increase in gross margin in the quarter ended April 3, 2020 compared with pro forma gross margin for the quarter ended March 29, 2019 was primarily due to productivity and integration savings, partially offset by a less favorable program mix. Gross margin percentage in the quarter ended April 3, 2020 was comparable with the quarter ended March 29, 2019.
Engineering, Selling and Administrative Expenses
The increase in ESA expenses in the quarter ended April 3, 2020 compared with pro forma ESA expense for the quarter ended March 29, 2019 was primarily due to $6 million of additional charges for integration and other costs associated with the L3Harris Merger, $3 million of divestiture expenses and $3 million of COVID-19-related charges in the quarter ended April 3, 2020. ESA percentage in the quarter ended April 3, 2020 was comparable with the quarter ended March 29, 2019.
Impairment of goodwill and other assets
Impairment of goodwill and other assets for the quarter ended April 3, 2020 included a $296 million non-cash goodwill impairment charge and $23 million of charges to write-down accounts receivable and contract assets in our Commercial Aviation Solutions sector due to the COVID-19-related downturn in the commercial aviation market and its impact on customer operations as well as a $5 million non-cash goodwill impairment charge recorded in connection with the pending divestiture of our Applied Kilovolts and Analytical Instrumentation business.
See Note C — Business Divestitures and Assets Sales and Note K — Goodwill and Other Intangible Assets in the Notes for further information.
Non-Operating Income
The increase in non-operating income for the quarter ended April 3, 2020 compared with pro forma non-operating income for the quarter ended March 29, 2019 was primarily due an increase in the non-service cost components of pension and other postretirement benefit plan income.
Net Interest Expense
The decrease in net interest expense for the quarter ended April 3, 2020 compared with pro forma net interest expense for the quarter ended March 29, 2019 reflects amortization of the increase to L3’s long-term debt based on a $172 million fair value adjustment.
See “Supplemental Unaudited Pro Forma Condensed Combined Income Statement Information” below in this MD&A for further information.
Income Taxes
Our effective tax rate (income taxes as a percentage of income from continuing operations before income taxes) was 11.8 percent for the quarter ended April 3, 2020 compared with a 12.3 percent pro forma effective tax rate for the third quarter of fiscal 2018ended March 29, 2019. Our effective tax rate for the quarter ended April 3, 2020 benefited from the favorable impact of excess tax benefits related to equity-based compensation.compensation, R&D credits and the favorable impact of audit settlements, partially offset by a valuation allowance increase on international credits and the unfavorable impact of non-deductible goodwill impairment charges.
First Three Quarters 2019 Compared With First Three Quarters 2018: Our effective tax rate was 15.7 percentSee “Supplemental Unaudited Pro Forma Condensed Combined Income Statement Information” below in the first three quarters of fiscal 2019 compared with 25.3 percent in the first three quarters of fiscal 2018. In addition to the items noted abovethis MD&A for the third quarter of fiscal 2019,information regarding our pro forma effective tax rate for the first three quarters of fiscal 2019 benefited from a reduction in the deferred tax liability maintained on the basis differences related to the unremitted foreign earnings and an increase in R&D credit. Our effective tax rate for the first three quarters of fiscal 2018 was impacted by a $25 million write-down of existing net deferred tax asset balances due to the enactment of lower U.S. statutory corporate income tax rates and other tax law changes from the Tax Act, the corresponding impact of our lower fiscal 2018 tax rate, the favorable impact of releasing provisions for uncertain tax positions, the favorable impact of differences in GAAP and tax accounting related to investments and the favorable impact of excess tax benefits related to equity-based compensation.quarter ended March 29, 2019.

Income From Continuing Operations
Third Quarter 2019 Compared With Third Quarter 2018: The increasedecrease in income from continuing operations infor the third quarter of fiscal 2019ended April 3, 2020 compared with pro forma income from continuing operations for the third quarter of fiscal 2018ended March 29, 2019 was primarily due to the non-cash charges for impairment of goodwill and other assets in the quarter ended April 3, 2020 as well as the combined effects of the reasons noted above in this “Consolidated Results of Operations”“Pro Forma” discussion regarding the third quarters of fiscal 2019ended April 3, 2020 and 2018.
First Three Quarters 2019 Compared With First Three Quarters 2018: The increase in income from continuing operations in the first three quarters of fiscal 2019 compared with the first three quarters of fiscal 2018 was primarily due to the combined effects of the reasons noted above in this “Consolidated Results of Operations” discussion regarding the first three quarters of fiscal 2019 and 2018.March 29, 2019.
Income From Continuing Operations Per Diluted Common Share Attributable to L3Harris Common Shareholders
Third Quarter 2019 Compared With Third Quarter 2018: The increasedecrease in income from continuing operations per diluted common share inattributable to L3Harris common shareholders for the third quarter of fiscal 2019ended April 3, 2020 compared with the third quarter of fiscal 2018 was primarily due to higher income from continuing operations and fewer diluted weighted average common shares outstanding due to repurchases of shares of common stock under our repurchase program during the last quarter of fiscal 2018 and first quarter of fiscal 2019.
First Three Quarters 2019 Compared With First Three Quarters 2018: The increase inpro forma income from continuing operations per diluted common share infor the first three quarters of fiscalquarter ended March 29, 2019 compared with the first three quarters of fiscal 2018 was primarily due to lower income from continuing operations, as discussed above, partially offset by a decrease in our diluted weighted average common shares outstanding from shares of our common stock repurchased under our repurchase program since the same reasons notedL3Harris Merger.

Supplemental Unaudited Pro Forma Condensed Combined Income Statement Information
The following supplemental unaudited pro forma condensed combined income statement information prepared in accordance with the requirements of Article 11 of Regulation S-X provides further information supporting the preparation of the supplemental unaudited pro forma condensed combined financial information for the quarter ended March 29, 2019 provided above regardingin the third quarters“Consolidated Results of Operations” discussion in this MD&A and has been prepared to give effect to the L3Harris Merger under the acquisition method of accounting. It combines the historical results of operations of Harris and L3 and reflects the L3Harris Merger as if it closed on June 30, 2018, the first day of Harris’ fiscal 2019, and gives effect to pro forma events that are (a) directly attributable to the L3Harris Merger, (b) factually supportable and (c) expected to have a continuing impact on our results of operations. The adjustments include adjustments to reflect the sale of the Harris Night Vision business, which is directly attributable to the L3Harris Merger, but do not include any adjustments for the use of proceeds from such sale, because the use is not directly attributable to the L3Harris Merger. The pro forma condensed combined income statement information is provided for informational and supplemental purposes only, and does not purport to indicate what L3Harris’ results of operations would have been, or L3Harris’ future results of operations, had the L3Harris Merger actually occurred on June 30, 2018.
See “Common Stock Repurchases” below The supplemental unaudited pro forma condensed combined income statement information should be read in conjunction with other sections of this MD&A, our Condensed Consolidated Financial Statements (Unaudited) and the Notes appearing elsewhere in this MD&A for further information.Report.
Unaudited Pro Forma Condensed Combined Statement of Income
For the quarter ended March 29, 2019
 Historical
Harris
 Historical
L3
 Pro Forma
Adjustments
 Note
References
 Pro Forma
Combined
          
 (In millions, except per share amounts)
Revenue from product sales and services$1,728
 $2,700
 $(7) a $4,386
     (35) b  
Cost of product sales and services(1,139) (2,007) 7
 a (3,119)
     24
 b  
     (4) c  
Engineering, selling and administrative expenses(310) (382) 5
 b (799)
     (103) c  
     9
 d  
     (2) e  
     2
 f  
     (18) j  
Merger, acquisition and divestiture related expenses
 (18) 18
 j 
Non-operating income46
 
 9
 j 55
Interest and other income, net
 4
 9
 g 
     (13) j  
Interest income1
 
 4
 j 5
Interest expense(43) (37) 1
 h (72)
     7
 i  
Income from continuing operations before income taxes283
 260
 (87)   456
Income taxes(40) (37) 21
 k (56)
Income from continuing operations243
 223
 (66)   400
Noncontrolling interest, net of income taxes
 (6) 
   (6)
Income from continuing operations attributable to common shareholders$243
 $217
 $(66)   $394
          
Income from continuing operations per basic common share attributable to common shareholders$2.06
       $1.77
Income from continuing operations per diluted common share attributable to common shareholders$2.02
       $1.75
Basic weighted average common shares outstanding117.9
   104.1
 l 222.0
Diluted weighted average common shares outstanding120.3
   104.6
 l 224.9


Notes:
a.Reflects the elimination of intercompany balances and transactions between L3 and Harris.
b.Reflects the sale of the Harris Night Vision business.
c.Reflects the net increase in amortization expense related to the fair value of acquired finite-lived identifiable intangible assets and the elimination of historical amortization expense recognized by L3 for the quarter ended March 29, 2019. Assumptions and details are as follows:
 Weighted Average Amortization Period Fair Value Quarter ended March 29, 2019
      
 (In years) (In millions)
Identifiable Intangible Assets Acquired:     
Customer relationships15 $5,417
 $100
Trade names — Divisions9 123
 3
Adjustment to engineering, selling and administrative expenses    103
Developed technology7 562
 16
Less: L3 historical amortization    (12)
Adjustment to cost of product sales and services    4
Total net adjustment to amortization expense    $107
d.Represents the elimination of transaction costs, which were included in merger, acquisition and divestiture related expenses in L3’s historical statement of operations and in engineering, selling and administrative expenses in Harris’ historical statement of income.
e.In connection with the L3Harris Merger, on October 12, 2018, each company entered into a letter of agreement with its chief executive officer, to outline the terms of each such person’s role and compensation arrangements following the merger. Amounts shown reflect the increase in compensation expense as a result of these modified arrangements.
f.Reflects the impact of change-in-control payments under certain post-retirement and share-based and deferred compensation arrangements.
g.Reflects the elimination of amortization of net actuarial losses from accumulated comprehensive loss related to L3’s postretirement benefit plans as part of purchase accounting.
h.Reflects the elimination of amortization of deferred debt issuance costs as part of purchase accounting.
i.Reflects amortization of the increase to L3’s long-term debt based on a $172 million fair value adjustment.
j.Certain amounts from L3’s historical statement of operations data were reclassified to conform their presentation to that of Harris. These reclassifications include:
1.Merger, acquisition and divestiture related expenses, which were reclassified to engineering, selling and administrative expenses; and
2.Interest and other income, net, which was reclassified to interest income.
k.Represents the income tax impact of the pro forma adjustments, using the blended worldwide tax rates for L3, in the case of pro forma adjustments to L3’s historical results, and the federal and state statutory tax rates for Harris, in the case of pro forma adjustments to Harris’ historical results. As a result, the combined statutory tax rate used to tax-effect the pro forma adjustments was approximately 24 percent for the quarter ended March 29, 2019. This tax rate does not represent the combined company’s effective tax rate, which will include other tax charges and benefits, and does not take into account any historical or possible future tax events that may impact the combined company following the consummation of the L3Harris Merger.
l.Increase in common stock due to shares of L3Harris common stock issued for L3 common stock, L3 restricted stock units and L3 performance stock units. Diluted shares also include the dilutive impact of L3Harris stock options issued for L3 stock options calculated using the treasury stock method.

Discussion of Business Segment Results of Operations
CommunicationIntegrated Mission Systems Segment
Quarter Ended
Quarter Ended Three Quarters EndedApril 3,
2020
 March 29,
2019
 % Inc/(Dec) March 29,
2019
 % Inc/(Dec)
March 29, 2019 March 30, 2018 % Inc/(Dec) March 29, 2019 March 30, 2018 % Inc/(Dec)       
           As Reported Pro Forma
(Dollars in millions)(Dollars in millions)
Revenue$568
 $479
 19 % $1,577
 $1,377
 15 %$1,370
 $14
 * $1,362
 1%
Cost of product sales and services(310) (246) 26 % (837) (706) 19 %
Gross margin258
 233
 11 % 740
 671
 10 %
% of revenue45% 49%   47% 49%  
ESA expenses(86) (89) (3)% (266) (267)  %
% of revenue15% 19%   17% 19%  
Segment operating income$172
 $144
 19 % $474
 $404
 17 %$201
 $3
 * $165
 22%
% of revenue30% 30%   30% 29%  15%
21% 12%  
Third Quarter 2019 Compared With Third Quarter 2018: __________
*Not meaningful
As Reported
The increasechanges in segment revenue, in the third quarter of fiscal 2019 compared with the third quarter of fiscal 2018 was primarily due to $66 million of higher revenue from Tactical Communications, reflecting a ramp in U.S. Department of Defense modernization programs, and higher revenue in Public Safety and Professional Communications due to increased demand from state and federal agencies.
The increase in segment gross margin in the third quarter of fiscal 2019 compared with the third quarter of fiscal 2018 was primarily due to higher volume and operational efficiencies, partially offset by program and product mix. Segment gross margin as a percentage of revenue (“gross margin percentage”) decreased in the third quarter of fiscal 2019 compared with the third quarter of fiscal 2018 primarily due to program and product mix. The decreases in segment ESA expenses and segment ESA percentage in the third quarter of fiscal 2019 compared with the third quarter of fiscal 2018 reflected management of expenses on higher revenue.
The increase in segment operating income and comparability of segment operating income as a percentage of revenue (“operating margin percentage”) in the third quarter of fiscal 2019ended April 3, 2020 compared with the third quarter ended March 29, 2019 were primarily due to the inclusion of fiscal 2018 reflectedL3 operations in segment operating results for the combined effectsquarter ended April 3, 2020. Because the Integrated Mission Systems segment is almost entirely comprised of the items discussed above regarding this segment.L3 businesses, comparison to prior year segment operating metrics is not meaningful.
On April 4, 2019, we entered into a definitive agreement under which we will sell our Night Vision business. See Note T — Subsequent Events in the Notes for additional information.Pro Forma

First Three Quarters 2019 Compared With First Three Quarters 2018: The increase in segment revenue in the first three quarters of fiscal 2019quarter ended April 3, 2020 compared with the first three quarters of fiscal 2018quarter ended March 29, 2019 was primarily due to $136$19 million higher revenue from Tactical Communications andof higher revenue in Public Safety and Professional Communications and Night Vision.
The increaseMaritime, reflecting a ramp in segment gross margin, decreaseclassified programs, partially offset by lower revenue in segment gross margin percentage and decreases in segment ESA expenses and segment ESA percentage for the first three quarters of fiscal 2019 compared with the first three quarters of fiscal 2018 were primarily due to the same reasons noted above regarding this segment for the third quarters of fiscal 2019 and 2018.Electro Optical.
The increases in segment operating income and operating margin percentage in the first three quarters of fiscal 2019quarter ended April 3, 2020 compared with the first three quartersquarter ended March 29, 2019 were primarily driven by productivity and integration savings and higher pension income, partially offset by a mix of fiscal 2018 reflectedprogram revenue with relatively lower operating margin percentage.
Space and Airborne Systems
 Quarter Ended
 April 3,
2020
 March 29,
2019
 % Inc/(Dec) March 29,
2019
 % Inc/(Dec)
          
 As Reported Pro Forma
 (Dollars in millions)
Revenue$1,192
 $956
 25% $1,112
 7%
Segment operating income$221
 $174
 27% $198
 12%
% of revenue19% 18%   18%  
As Reported
The increases in segment revenue, operating income and operating margin percentage in the combined effectsquarter ended April 3, 2020 compared with the quarter ended March 29, 2019 were primarily due to the inclusion of L3 operations in segment operating results during the items discussed abovequarter ended April 3, 2020 as well as the same reasons as noted below regarding this segment for the first three quarters of fiscal 2019 and 2018.on a pro forma basis.
Electronic Systems SegmentPro Forma
 Quarter Ended Three Quarters Ended
 March 29, 2019 March 30, 2018 % Inc/(Dec) March 29, 2019 March 30, 2018 % Inc/(Dec)
            
 (Dollars in millions)
Revenue$649
 $606
 7% $1,855
 $1,729
 7%
Cost of product sales and services(449) (424) 6% (1,284) (1,207) 6%
Gross margin200
 182
 10% 571
 522
 9%
% of revenue31% 30%   31% 30%  
ESA expenses(77) (74) 4% (216) (208) 4%
% of revenue12% 12%   12% 12%  
Segment operating income$123
 $108
 14% $355
 $314
 13%
% of revenue19% 18%   19% 18%  
Third Quarter 2019 Compared With Third Quarter 2018: The increase in segment revenue in the third quarter of fiscal 2019ended April 3, 2020 compared with the third quarter of fiscal 2018ended March 29, 2019 was primarily due to $78$92 million of higher revenue in Mission Avionics driven by a production ramp and increased content on the F-35 platform and $28 million higher revenue from growth on classified programs in avionics, release systemsIntel and electronic warfare on long-term platforms, including F-35, F/A-18 and F-16,Cyber, partially offset by lower revenue fromin Space due to delayed ramp of a follow on U.S. Air Force space domain awareness program following the conclusion of certain Mission Networks programs and the timingwind down of the transition of the United Arab Emirates (“UAE”) integrated battle management system program from a start-up to a full capability phase.
The increase in segment gross margin in the third quarter of fiscal 2019 compared with the third quarter of fiscal 2018 was primarily due to higher segment revenue. The increase in segment gross margin percentage in the third quarter of fiscal 2019 compared with the third quarter of fiscal 2018 was primarily due to operational performance. The increase in segment ESA expenses in the third quarter of fiscal 2019 compared with the third quarter of fiscal 2018 was primarily due to increased investments in bids and proposals and R&D. Segment ESA percentage in the third quarter of fiscal 2019 was comparable with the third quarter of fiscal 2018.predecessor program.
The increases in segment operating income and segment operating margin percentage in the third quarter of fiscal 2019ended April 3, 2020 compared with the third quarter of fiscal 2018 reflected the combined effects of the items discussed above regarding this segment.ended March 29, 2019 were primarily due to productivity and integration savings.

First Three Quarters 2019 Compared With First Three Quarters 2018: Communication Systems
 Quarter Ended
 April 3,
2020
 March 29,
2019
 % Inc/(Dec) March 29,
2019
 % Inc/(Dec)
          
 As Reported Pro Forma
 (Dollars in millions)
Revenue$1,094
 $580
 89% $1,041
 5%
Segment operating income$250
 $167
 50% $226
 11%
% of revenue23% 29%   22%  
As Reported
The increase in segment revenue in the first three quarters of fiscal 2019quarter ended April 3, 2020 compared with the first three quarters of fiscal 2018quarter ended March 29, 2019 was primarily due to $166the inclusion of L3 operations in segment operating results during the quarter ended April 3, 2020 and the same reasons as noted below regarding revenue for this segment on a pro forma basis.
The increase in segment operating income and decrease in segment operating income percentage in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 were primarily due to the inclusion of L3 operations in segment operating results during the quarter ended April 3, 2020 and mix of product sales and program revenue with a relatively lower operating margin percentage.
Pro Forma
The increase in revenue in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to $51 million of higher Tactical Communications revenue, from growth in avionics, release systemsreflecting increased U.S. DoD modernization demand and electronic warfare on long-term platforms, including F-35, F/A-18 and F-16,lower sales volume for international tactical radios, partially offset by lower revenue from the timing of the transition of the UAE integrated battle management system program from a start-up to a full capability phase.
The increase in segment gross margin in the first three quarters of fiscal 2019 compared with the first three quarters of fiscal 2018 was primarily due to higher segment revenue, favorable mix and productivity savings. The increase in segment gross margin percentage in the first three quarters of fiscal 2019 compared with the first three quarters of fiscal 2018 was primarily due to favorable mix and productivity savings. The increase in segment ESA expenses in the first three quarters of fiscal 2019 compared with the first three quarters of fiscal 2018 was primarily due to the same reasons noted above regarding this segment for the third quarters of fiscal 2019 and 2018. Segment ESA percentage in the first three quarters of fiscal 2019 was comparable with the first three quarters of fiscal 2018.Public Safety.
The increases in segment operating income and segment operating margin percentage in the first three quarters of fiscal 2019quarter ended April 3, 2020 compared with the first three quartersquarter ended March 29, 2019 were primarily due to higher volume and productivity and integration savings, partially offset by a mix of fiscal 2018 reflectedproduct sales and program revenue with a relatively lower operating margin percentage.
Additional Information on Known Trends and Uncertainties
We expect revenue and operating income in the combined effectsPublic Safety sector will be adversely impacted by the COVID-19-related pressures on state and local government municipality customers, including reduced staffing, limited remote work technology capabilities, significant reductions in near-term tax revenues and competing budget priorities. We currently expect revenue in our Public Safety sector to decrease by approximately $50 million in calendar year 2020 compared with calendar year 2019; however, the ultimate extent of the items discussed above regarding this segment for the first three quarters of fiscal 2019COVID-19-related impact to our Public Safety sector remains uncertain and 2018.unpredictable.
Aviation Systems
 Quarter Ended
 April 3,
2020
 March 29,
2019

% Inc/(Dec) March 29,
2019
 % Inc/(Dec)






    
 As Reported Pro Forma
 (Dollars in millions)
Revenue$1,011
 $144
 * 914
 11%
Segment operating income (loss)$(177) $17
 * 105
 *
% of revenue(18)% 12%   11%  
__________
*Not meaningful

Space and Intelligence Systems Segment
As Reported
 Quarter Ended Three Quarters Ended
 March 29, 2019 March 30, 2018 % Inc/(Dec) March 29, 2019 March 30, 2018 % Inc/(Dec)
            
 (Dollars in millions)
Revenue$514
 $482
 7% $1,515
 $1,410
 7%
Cost of product sales and services(345) (326) 6% (1,021) (955) 7%
Gross margin169
 156
 8% 494
 455
 9%
% of revenue33% 32%   33% 32%  
ESA expenses(82) (73) 12% (229) (205) 12%
% of revenue16% 15%   15% 15%  
Segment operating income$87
 $83
 5% $265
 $250
 6%
% of revenue17% 17%   17% 18%  
Third Quarter 2019 Compared With Third Quarter 2018: The increase in segment revenue in the third quarter of fiscal 2019ended April 3, 2020 compared with the third quarter of fiscal 2018ended March 29, 2019 was primarily due to $45 millionthe inclusion of higher revenue from classified programs, driven by exquisite systems, next generation technology and small satellites, partially offset by lower revenue from environmental programs.L3 operations in segment operating results during the quarter ended April 3, 2020.
The increase in segment gross marginoperating loss in the third quarter of fiscal 2019ended April 3, 2020 compared with segment operating income in the third quarter of fiscal 2018ended March 29, 2019 was primarily due to higher segment revenue. The increase in segment gross margin percentage$324 million of impairment of goodwill and other assets and other charges recorded in the third quarter of fiscal 2019 compared withended April 3, 2020 related to the third quarter of fiscal 2018 was primarilyCommercial Aviation Solutions sector due to improved program execution. The increases in segment ESA expenses and segment ESA percentagethe downturn in the third quartercommercial aviation market and its impact on customer operations, partially offset by the inclusion of fiscal 2019 compared with the third quarter of fiscal 2018 were primarily due to increased investments in bids and proposals and R&D.
The increaseL3 operations in segment operating incomeresults (principally Defense Aviation Products and comparability of segment operating margin percentageMilitary Training operations) in the third quarter of fiscal 2019 compared with the third quarter of fiscal 2018 reflected the combined effects of the items discussed above regarding this segment.ended April 3, 2020.
First Three Quarters 2019 Compared With First Three Quarters 2018: Pro Forma
The increase in segment revenue in the first three quarters of fiscal 2019quarter ended April 3, 2020 compared with the first three quarters of fiscal 2018quarter ended March 29, 2019 was primarily due to $136$51 million of higher revenue from classified programs,in Defense Aviation Products and $36 million of higher revenue in Mission Networks.
The segment operating loss in the quarter ended April 3, 2020 compared with segment operating income in the quarter ended March 29, 2019 was primarily due $324 million of impairment of goodwill and other assets and other charges recorded in the quarter ended April 3, 2020 related to the Commercial Aviation Solutions sector due to the downturn in the commercial aviation market and its impact on customer operations, partially offset by lowerproductivity and integration savings, higher pension income and higher volume.
Additional Information on Known Trends and Uncertainties
Revenue and operating income from our Commercial Aviation Solutions sector are expected to decline for the remainder of fiscal 2020 due to decreased commercial training and commercial avionics sales volume, reflecting the COVID-19 pandemic and its impact on global air traffic and customer operations. We currently expect revenue in our Commercial Aviation Solutions sector to decrease by approximately $300 million in calendar year 2020 compared with calendar year 2019; however, the ultimate extent of the COVID-19-related impact to our Commercial Aviation Solutions sector remains uncertain. In addition, the sale of our airport security and automation businesses on May 4, 2020, will decrease segment revenue and operating income in calendar year 2020 compared with calendar year 2019. Revenue from environmental programs.
The increases in segment gross margin, segment gross margin percentagethe airport security and segment ESA expensesautomation businesses in the first three quarters of fiscal 2019 compared with the first three quarters of fiscal 2018 were primarily due to the same reasons noted above regarding this segment for the third quarters of fiscal 2019 and 2018. Segment ESA percentage in the first three quarters of fiscal 2019quarter ended April 3, 2020 was comparable with the first three quarters of fiscal 2018.
The increase in segment operating income and slight decrease of segment operating margin percentage in the first three quarters of fiscal 2019 compared with the first three quarters of fiscal 2018 reflected the combined effects of the items discussed above regarding this segment for the first three quarters of fiscal 2019 and 2018.approximately $120 million.
Unallocated Corporate Expense
 Quarter Ended Three Quarters Ended
 March 29, 2019 March 30, 2018 % Inc/(Dec) March 29, 2019 March 30, 2018 % Inc/(Dec)
            
 (Dollars in millions)
Unallocated corporate expense and corporate eliminations$31
 $61
 (49)% $79
 $107
 (26)%
Amortization of intangible assets from Exelis acquisition25
 25
  % 76
 75
 1 %
 Quarter Ended
 April 3,
2020
 March 29, 2019 % Inc/(Dec) March 29, 2019 % Inc/(Dec)
          
 As Reported Pro Forma
 (Dollars in millions)
Unallocated corporate expenses$(33) $
 *
 $
 *
L3Harris Merger-related transaction and integration expenses(31) (16) 94% (25) 24%
Amortization of acquisition-related intangibles(145) (25) 480% (145) %
Third Quarter 2019 Compared With Third Quarter 2018: The decrease in unallocated corporate expense in the third quarter of fiscal 2019 compared with the third quarter of fiscal 2018 was primarily due to $45 million of charges related to our decision to transition and exit a commercial air-to-ground LTE radio communications line of business in the third quarter of fiscal 2018, partially offset by $16 million of L3 merger-related transaction and integration costs in the third quarter of fiscal 2019.
First Three Quarters 2019 Compared With First Three Quarters 2018: The decrease in unallocatedUnallocated corporate expense in the first three quarters of fiscal 2019 compared with the first three quarters of fiscal 2018 was primarily due to $45 million of

charges related to our decision to transition and exit a commercial air-to-ground LTE radio communications line of business in the third quarter of fiscal 2018 and a $12 million adjustment for deferred compensation in the second quarter of fiscal 2018, partially offset by $292020 included $15 million of L3 merger-related transactionadditional cost of sales related to the fair value step-up in inventory sold, a $5 million non-cash goodwill impairment charge related to the pending divestiture of our Applied Kilovolts and integration costs in the first three quartersAnalytical Instrumentation business and $3 million of fiscal 2019.divestiture expenses.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL STRATEGIES
Cash Flows
Three Quarters EndedQuarter Ended
March 29, 2019 March 30, 2018April 3, 2020 March 29, 2019
      
(In millions)(In millions)
Net cash provided by operating activities$874
 $230
$533
 $405
Net cash used in investing activities(104) (81)(58) (37)
Net cash used in financing activities(722) (196)(612) (380)
Effect of exchange rate changes on cash and cash equivalents(2) 6
(24) 3
Net increase (decrease) in cash and cash equivalents46
 (41)
Net decrease in cash and cash equivalents(161) (9)
Cash and cash equivalents, beginning of year288
 484
824
 343
Cash and cash equivalents, end of quarter$334
 $443
Cash and cash equivalents, end of period$663
 $334
Cash and cash equivalents: The $46 million net increase in cash and cash equivalents from the end of fiscal 2018 to the end of the third quarter of fiscal 2019 was primarily due to:
$874 million of net cash provided by operating activities; partially offset by
$278 million of net repayments of borrowings, including $300 million used for repayment at maturity of the entire principal amount of our Floating Rate Notes due February 27, 2019;
$244 million used to pay cash dividends;
$200 million used to repurchase shares of our common stock; and
$104 million used for additions of property, plant and equipment.

The $41$161 million net decrease in cash and cash equivalents from the end of fiscal 2017the Fiscal Transition Period to the end of the thirdfirst quarter of fiscal 20182020 was primarily due to:
$230533 million of net cash provided by operating activities, reflecting the impact of a $300 million voluntary pension contribution;activities;
$185245 million of net proceeds from borrowings, including $250borrowings; and
$33 million inof proceeds from the issuanceexercises of the Floating Rate Notes due April 2020, $300employee stock options, more than offset by
$700 million in proceeds from the issuanceused to repurchase shares of the Floating Rate Notes due February 2019, $253our common stock;
$183 million used to pay cash dividends; and
$48 million used for repaymentnet additions of our remaining outstanding indebtedness underproperty, plant and equipment.
The $9 million net decrease in cash and cash equivalents from the 5-year trancheend of our variable-rate term loansthe quarter ended December 28, 2018 to the end of the quarter ended March 29, 2019 was primarily due May 29, 2020, $16to:
$405 million used for repayment of outstanding indebtedness under the 3-year tranche of our variable-rate term loans due May 29, 2018net cash provided by operating activities; and $75 million used for repayment of short-term debt outstanding under our commercial paper program; and
$316 million of proceeds from exercises of employee stock options; more than offset by
$205301 million of net repayment of borrowings;
$81 million used to pay cash dividends; and
$19737 million used to repurchase shares of our common stock; and
$79 million used for net additions of property, plant and equipment.
At March 29, 2019,April 3, 2020, we had cash and cash equivalents of $334$663 million, and we have a senior unsecured $1$2 billion revolving credit facility that expires in June 2023 (of2024 (all of which $900 million was available to us as of March 29, 2019, as a result of $100 million of short-term debt outstanding under our commercial paper program)April 3, 2020). Additionally, we had $3.4$7.2 billion of long-term debt outstanding at March 29, 2019,April 3, 2020, the majority of which we incurredwas assumed in connection with ourthe L3Harris Merger in the Fiscal Transition Period and the acquisition of Exelis Inc. in the fourth quarter of fiscal 2015. For further information regarding our long-term debt, see Note 13: “Debt” in our Notes to Consolidated Financial Statements in our Fiscal 2017-2018 Update 8-K. Our $334$663 million of cash and cash equivalents at March 29, 2019April 3, 2020 included $141$447 million held by our foreign subsidiaries, a significant portion of which $67 million was considered permanently reinvested. Determining the future tax cost of repatriating such fundswe believe can be repatriated to the U.S. is not practical at this time, because the cost impact of the rules regarding the netting of earnings of related foreign subsidiaries is subject to clarification. However, we have no current plans to repatriate the funds considered permanently reinvested.with minimal tax cost.
Given our current cash position, outlook for funds generated from operations, credit ratings, available credit facility, cash needs and debt structure, we have not experienced to date, and do not expect to experience, any material issues with liquidity, although we can give no assurances concerning our future liquidity, particularly in light of our overall level of debt, U.S. Government budget uncertainties (including the recent, or any potential successive, U.S. Government shutdown) and the state of global commerce and financial uncertainty.

For further information regarding COVID-19-related risks and uncertainties, see Part II, Item 1A. “Risk Factors” in this Report.
We alsocannot currently predict the impact that COVID-19, among other potential risks and uncertainties, will have on our cash from operations. However, based on our current business plan and revenue prospects, we believe that our existing cash, funds generated from operations, our credit facility and access to the public and private debt and equity markets will be sufficient to provide for our anticipated working capital requirements, capital expenditures, dividend payments, repurchases under our share repurchase program and repayments of our debt securities at maturity for the next 12twelve months and the reasonably foreseeable future thereafter. Our total capital expenditures infor fiscal 20192020 are expected to be approximately $170$400 million. We anticipate tax payments in fiscal 20192020 to be approximately equal to or marginally less than our tax expense for the same period.period, subject to adjustment for certain timing differences. Other than those cash outlays noted in “Contractual Obligations” in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Fiscal 2017-2018 Update 8-KTransition Period Form 10-KT and in the “Commercial Commitments and Contractual Obligations” section below in this MD&A (including repayment at maturity of the entire $250 million of our Floating Rate Notes due April 30, 2020), capital expenditures, dividend payments, repurchases under our share repurchase program, L3Harris Merger-related integration and

other costs and cash payments associated with our pending merger with L3 (including transactionto counterparties upon termination of yield-based treasury lock agreements (see Note S — Derivative Instruments and integration costs)Hedging Activities in the Notes for additional information regarding derivative instruments), we do not anticipate any significant cash outlays during the remainder of fiscal 2019.2020. For further information regarding COVID-19-related risks and uncertainties, see Part II, Item 1A. “Risk Factors” in this Report.
There can be no assurance, however, 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 commercial paper program or our credit facility or in the debt markets will not be impacted by any potential future credit or capital markets disruptions. The commercial paper market was temporarily disrupted in March 2020 as a result of COVID-19, and although commercial paper markets are currently functioning in a normal manner, depending on future market conditions and volatility, commercial paper may not be available on favorable terms or at all, or in the capacity desired. If we are unable to maintain cash balances or generate sufficient cash flow from operations to service our obligations, we may be required to sell assets, reduce capital expenditures, reduce or eliminate strategic acquisitions, reduce or terminate our share repurchases, reduce or eliminate dividends, refinance all or a portion of our existing debt or obtain additional financing. 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 in or affecting the defense, government and other markets we serve and to general economic, political, financial, competitive, legislative and regulatory factors beyond our control.
Net cash provided by operating activities:The $644$128 million increase in net cash provided by operating activities in the first three quarters of fiscal 2019quarter ended April 3, 2020 compared with the first three quarters of fiscal 2018quarter ended March 29, 2019 was primarily due to a $300 million voluntary contribution to our U.S. qualified pension plans during the third quarter of fiscal 2018, the impact of higher net income, reflecting the inclusion of cash flows from L3 operations, and a $115 million decrease in cash used to fund working capital, reflecting a reduction in accounts receivables despite higher revenue, and a $50partially offset by $174 million decreasemore in cash used for matching contributions to defined contribution plans.compensation and benefits.
Net cash used in investing activities:The $23$21 million increase in net cash used in investing activities in the first three quarters of fiscal 2019quarter ended April 3, 2020 compared with the first three quarters of fiscal 2018quarter ended March 29, 2019 was primarily due to a $25$11 million increase in cash used for net additions of property, plant and equipment.equipment and $10 million used for an investment purchase.
Net cash used in financing activities: The $526$232 million increase in net cash used in financing activities in the first three quarters of fiscal 2019quarter ended April 3, 2020 compared with the first three quarters of fiscal 2018quarter ended March 29, 2019 was primarily due to $278 million of net repayments of borrowings in the first three quarters of fiscal 2019 compared with $185 million of net proceeds from borrowings in the first three quarters of fiscal 2018 and a $39$700 million increase in cash used to pay dividends.repurchase shares of our common stock and an increase of $102 million in dividends paid, partially offset by $545 million more in net proceeds from borrowings.
Funding of Pension Plans
Funding requirements under applicable laws and regulations are a major consideration in making contributions to our U.S. pension plans. Although we have significant discretion in making voluntary contributions, 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. Failure to satisfy the minimum funding thresholds could result in restrictions on our ability to amend the plans or make benefit payments. With respect to our U.S. qualified defined benefit pension plans, we intend to contribute annually not less than the required minimum funding thresholds.
The Highway and Transportation Funding Act of 2014 and the Bipartisan Budget Act of 2015 further extended the interest rate stabilization provision of MAP-21 until 2020. We made a voluntary contribution of $302 million to our U.S. qualified defined benefit pension plans during the Fiscal Transition Period. As a result, we currently do not anticipate making any contributions to our U.S. qualified defined benefit pension plans of $300 million and $400 million during the third quarter of fiscal 2018 and the fourth quarter of fiscal 2017, respectively. As a result, we anticipate making no contributions to our U.S. qualified defined benefit pension plans andonly minor contributions to our non-U.S. pension planplans during the remainder of fiscal2019. 2020.
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 unfunded defined benefit plan obligations of $601 million$1.7 billion at March 29, 2019.April 3, 2020. See Note 14:15: “Pension and Other Postretirement Benefits” in ourthe Notes to the Consolidated Financial Statements in our Fiscal 2017-2018 Update 8-KTransition Period Form 10-KT and Note JN — Postretirement Benefit Plans in the Notes for further information regarding our pension plans.
Common Stock Repurchases
During the first three quarters of fiscal 2019,quarter ended April 3, 2020, we used $200$700 million to repurchase 1,219,7503,277,559 shares of our common stock under our current repurchase program at an average price per share of $163.99,$213.57, including commissions of $.02 per share. During the

first three quarters of fiscal 2018, quarter ended March 29, 2019, we used $197 million todid not repurchase 1,466,713any shares of our common stock under our prior repurchase program at an average price per share of $134.36, including commissions of $.01 per share. Inprogram. During the first three quarters of fiscalended April 3, 2020 and March 29, 2019, and fiscal 2018, $24$1 million and $10$4 million, respectively, in shares of our common stock were delivered to us or withheld by us to satisfy withholding taxes on employee share-based awards. Shares purchased by us are cancelledcanceled and retired.
As of March 29, 2019,
At April 3, 2020, we had a remaining, unused authorization of approximately $501 million$1.8 billion under our current repurchase program, which does not have an expiration date. Repurchases under our current repurchase program are expected to be funded with available cash and commercial paper and may be made through open market purchases,open-market transactions, private transactions, transactions structured through investment banking institutions or any combination thereof. The level of our repurchases depends on a number of factors, including our financial condition, capital requirements, cash flows, results of operations, future business prospects, impacts of COVID-19 and other factors our Board of Directorsand management may deem relevant. The timing, volume and nature of repurchases are subject to market conditions, applicable securities laws and other factors and are at our discretion and may be suspended or discontinued at any time. Pursuant to the Merger Agreement, we will not make repurchases of our common stock at least until after closing of the pending merger, without L3’s consent. Additional information regarding our current repurchase program is set forth in this Report under Part II. Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds.”
Dividends
On August 25, 2018,February 28, 2020, our Board of Directors increased the quarterly cash dividend rate on our common stock from $.570$.75 per share to $.685$.85 per share,for an annualized cash dividend rateof $2.740$3.40 per share, which was our seventeenthnineteenth consecutive annual increase in our quarterly cash dividend rate. Our annualized cash dividend rate was $3.00 per share in fiscal 2018 was $2.280 per share. There can be no assurances that our annualized cash dividend rate will continue to increase.the Fiscal Transition Period. Quarterly cash dividends are typically paid in March, June, September and December. We currently expect that cash dividends will continue to be paid in the near future, but we can give no assurances concerning payment of future dividends.dividends or future dividend increases, which could be impacted by, among other things, the COVID-19 pandemic. The declaration of dividends and the amount thereof will depend on a number of factors, including our financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors our Board of Directors may deem relevant.
Capital Structure and Resources
20182019 Credit Agreement: We have a $1$2 billion, 5-year senior unsecured revolving credit facility (the “2018“2019 Credit Facility”) under a Revolving Credit Agreement (the “2018“2019 Credit Agreement”) entered into on June 26, 201828, 2019 with a syndicate of lenders. For a description of the 20182019 Credit Facility and the 20182019 Credit Agreement, see Note 12:13: “Credit Arrangements” in ourthe Notes to Consolidated Financial Statements in our Fiscal 2017-2018 Update 8-K.Transition Period Form 10-KT.
We were in compliance with the covenants in the 20182019 Credit Agreement at March 29, 2019,April 3, 2020, including the covenant requiring that we not permit our ratio of consolidated total indebtedness to total capital, each as defined in the 20182019 Credit Agreement, to be greater than 0.65 to 1.00. At March 29, 2019,April 3, 2020, we had no borrowings outstanding under the 20182019 Credit Agreement butAgreement.
Exchange Offer: On March 31, 2020, we had $100 millioncommenced offers to eligible holders to exchange any and all outstanding notes previously issued by L3Harris pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (“Original Notes”) for an equal principal amount of new notes registered under the Securities Act (the “Exchange Notes”). The terms of the Exchange Notes are substantially identical to the terms of the corresponding series of the Original Notes, except that the Exchange Notes are registered under the Securities Act of 1933, as amended, and the transfer restrictions, registration rights and related special interest provisions applicable to the Original Notes do not apply to the Exchange Notes. The Exchange Offers expired at 5:00 p.m., New York City time, on May 1, 2020 (“Expiration Date”). On May 5, 2020, we settled Exchange Offers and issued Exchange Notes for validly tendered Original Notes.
See Note M — Debt in borrowings outstanding under our commercial paper program that was supported by the 2018 Credit Facility.Notes for additional information.
Long-Term Debt: For a description of our long-term variable-rate and fixed-rate debt, see Note 13: “Debt”M — Debt in the Notes.
During the first quarter of fiscal 2020, we completed the issuance and sale of $250 million in aggregate principal
amount of Floating Rate Notes due March 10, 2023. Following the close of the first quarter of fiscal 2020, we used the net proceeds from the sale to repay at maturity the aggregate principal amount of our Floating Rate Notes to Consolidated Financial Statements in our Fiscal 2017-2018 Update 8-K.due April 30, 2020 and for general corporate purposes.
Short-Term Debt: Our short-term debt at March 29, 2019April 3, 2020 and June 29, 2018January 3, 2020 was $103$2 million and $78$3 million, respectively. Our short-term debt at March 29, 2019 and June 29, 2018 consistedrespectively, consisting of commercial paper and local borrowing by international subsidiaries for working capital needs. Our commercial paper program was supported at March 29, 2019 and June 29, 2018 by the 2018 Credit Facility.
Other Agreements: We have a RSA with a third-party financial institution that permits us to sell, on a non-recourse basis, up to $50$100 million of outstanding receivables at any given time. From time to time, we have sold certain customer receivables under the RSA, which we continue to service and collect on behalf of the third-party financial institution and which we account for as sales of receivables with sale proceeds included in net cash from operating activities. The impact to net cash from operating activities from these transactions was not material in the first three quarters of fiscal 2019 and 2018.

Off-Balance Sheet Arrangements
In accordance with the definition under SEC rules, any of the following qualify as off-balance sheet arrangements:
Any obligation under certain guarantee contracts;
A retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets;
Any obligation, including a contingent obligation, under certain derivative instruments; and
Any obligation, including a contingent obligation, under a material variable interest in an unconsolidated entity that is held by, and material to, the registrant, where such entity provides financing, liquidity, market risk or credit risk support to the registrant, or engages in leasing, hedging or R&D services with the registrant.
As of March 29, 2019,April 3, 2020, we were not participating in any material transactions that generated relationships with unconsolidated entities or financial partnerships, including variable interest entities, and we did not have any material retained or contingent interest in assets as defined above. As of March 29, 2019,April 3, 2020, we did not have material financial guarantees or other contractual commitments that we believe are reasonably likely to adversely affect our financial condition, results of operations or cash flows, and we were not a party to any related party transactions that materially affect our financial condition, results of operations or cash flows.
We have, from time to time, divested certain of our businesses and assets. In connection with these divestitures, we often provide representations, warranties and/or indemnities to cover various risks and unknown liabilities, such as environmental liabilities and tax liabilities. We cannot estimate the potential liability from such representations, warranties and indemnities because they relate to unknown conditions. We do not believe, however, that the liabilities relating to these representations, warranties and indemnities will have a material adverse effect on our financial condition, results of operations or cash flows.
Due to our downsizing of certain operations pursuant to acquisitions, divestitures, restructuring plans or otherwise, certain properties leased by us have been sublet to third parties. In the eventIf any of these third parties vacates any of these premises, we would be legally obligated under master lease arrangements. We believe that the financial risk of default by such sublessees is individually and in the aggregate not material to our financial condition, results of operations or cash flows.
Commercial Commitments and Contractual Obligations
The amounts disclosed in our Fiscal 2017-2018 Update 8-KTransition Period Form 10-KT include our contractual obligations and commercial commitments. Except for changes in our short-term debt as described under “Capital Structure and Resources” in this MD&A andas well as other changes resulting from the repayment at maturity of the entire $300 million principal amount of our Floating Rate Notes due February 27, 2019,L3Harris Merger, no material changes occurred during the first three quarters of fiscal 2019quarter ended April 3, 2020 in our contractual cash obligations to repay debt, to purchase goods and services, to make payments under operating leases or our commercial commitments, or in our contingent liabilities on outstanding surety bonds, standby letters of credit or other arrangements as disclosed in our Fiscal 2017-2018 Update 8-K.
In connection with the Merger Agreement and the transactions contemplated thereby, we have a contractual obligation to issue 1.30 shares of our common stock for each share of L3 common stock outstanding at closing of the pending merger, and we expect to incur other expenses, such as transaction costs, other payments required as a result of the merger and integration and post-closing restructuring costs. See Note S — Pending Merger in the Notes for further information. In addition, we may have obligations under other contractual arrangements that are accelerated or otherwise impacted as a result of the merger.Transition Period Form 10-KT.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our Condensed Consolidated Financial Statements (Unaudited) and accompanying Notes are prepared in accordance with GAAP. Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and backlog as well as disclosures of contingent assets and liabilities. Actual results may differ from our estimates. These estimates and assumptions are affected by the application of our accounting policies. Effective June 30, 2018, we adopted ASC 606, a new revenue recognition standard under which revenue is recognized as control transfers to the customer. The guidance in this standard is principles-based, and, consequently, entities are required to use more judgment and make more estimates than under prior guidance, including identifying contract performance obligations, estimating variable consideration to include in the contract price and allocating the transaction price to separate performance obligations. Under ASC 606, revenue for our contracts is generally recognized over time using the cost-to-cost method, which is consistent with the revenue recognition model we used for the majority of our contracts prior to the adoption of this standard. In most cases, the accounting for contracts where we previously recognized revenue as units were delivered has changed under ASC 606 such that we now recognize revenue as costs are incurred. In addition, for certain of our contracts, there is a change in the number of performance obligations under ASC 606, which has altered the timing of revenue and margin recognition. Refer to Note 1 — “Significant Accounting Policies” in our Notes to Consolidated Financial Statements in our Fiscal 2017-2018 Update 8-K for a description of our updated revenue recognition accounting policies and other significant accounting policies updated in connection with our adoption of ASC 606, as well as for all other significant accounting policies. Critical accounting policies and estimates are those that require application of management’s most difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. Critical accounting policies and estimates for us include: (i) revenue recognition on contracts and contract estimates (discussed in greater detail in the following paragraphs),estimates; (ii) postretirement benefit plans,plans; (iii) provisions for excess and obsolete inventory losses,losses; (iv) impairment testing of goodwill,goodwill; (v) accounting for business combinations; and (v)(vi) income taxes and tax valuation allowances. For additional discussion of our critical accounting policies and estimates, see “Critical Accounting Policies and Estimates” in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Fiscal 2017-2018 Update 8-K.Transition Period Form 10-KT.
Revenue Recognition
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 POCpercentage of completion (“POC”) cost-to-cost method of revenue recognition, whereby we measure our progress toward completion of performance obligations based on the ratio of costs incurred to date to estimated total costs at completion under the contract. Because costs incurred represent work performed, we believe this method best depicts the transfer of control to the customer. We determineUnder 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 for each contract based onas well as measurement of progress towards completion. Due to the long-term nature of many of our best estimatecontracts, 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 consideration we expectwork to receive,be completed include: the nature and this includes assumptions regardingcomplexity 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 such as awardwell as our historical experience and incentive fees.expectation for performance on the contract. These variable amounts generally are 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 occur when the uncertainty associated with the variable consideration is resolved.
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 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 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. After establishing the estimated total cost at completion, we follow a standard EACEstimate at Completion (“EAC”) process in which we review the progress and performance on our ongoing contracts at least quarterly and, in many cases, more frequently. 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, if we are not successful in retiring these risks, we may increase our estimated total cost at completion. Additionally, as the contract progresses, our estimates of total transaction price may increase or decrease if, for example, we receive award fees that are higher or lower than expected. When adjustments in estimated total costs at completion or in estimated total transaction price are determined, the related impact on operating income is recognized using the cumulative catch-up method, which recognizes in the current period the cumulative effect of such adjustments for all prior periods. Any anticipated losses on these contracts are fully recognized in the period in which the losses become evident.

EAC adjustments hadresulted in the following impacts to operating income for the periods presented: 
Quarter Ended Three Quarters EndedQuarter Ended
March 29, 2019 March 30, 2018 March 29, 2019 March 30, 2018April 3, 2020 March 29, 2019
          
(In millions)(In millions)
Favorable adjustments$32
 $26
 $100
 $90
$182
 $32
Unfavorable adjustments(26) (30) (95) (105)(79) (26)
Net operating income adjustments$6
 $(4) $5
 $(15)$103
 $6
Third Quarter 2019 Compared With Third Quarter 2018: The net favorable impact to operating income from EAC adjustments in the third quarter ended April 3, 2020 reflect benefits of fiscal 2019 compared to theoperational performance on programs, including retirement of risks and schedule improvements, achievement of incentive payments and realization of synergy savings. The net unfavorable impactfavorable EAC adjustments were realized in all four of our business segments across numerous contracts. There were no EAC adjustments on any individual program with impacts to operating income from EAC adjustments in the third quarterquarters ended April 3, 2020 or March 29, 2019 that were material to our results of fiscal 2018 was primarily due to higher cost efficiencies realized in the third quarter of fiscal 2019 and the conclusion of certain Mission Networks programs that realized cost growth in third quarter of fiscal 2018, partially offset byoperations on a $12 million unfavorable adjustment in the third quarter of fiscal 2019 from a reduction in estimated transaction priceconsolidated or segment basis for a fixed-price infrastructure development contract.
First Three Quarters 2019 Compared With First Three Quarters 2018: The net favorable impact to operating income from EAC adjustments in the first three quarters of fiscal 2019 compared to the net unfavorable impact to operating income from EAC adjustments in the first three quarters of fiscal 2018 was primarily due to the conclusion of certain Mission Networks programs that realized cost growth in first three quarters of fiscal 2018, partially offset by a $12 million unfavorable adjustment in the third quarter of fiscal 2019 from a reduction in estimated transaction price for a fixed-price infrastructure development contract.such periods.
We also recognize revenue from numerous contracts with multiple performance obligations. For these contracts, we allocate the transaction price to each performance obligation based on the relative standalone selling price of the good or service underlying each performance obligation. The standalone selling price represents the amount for which we would sell the good or service to a customer on a standalone basis (i.e., not sold as bundled sale with any other products or services). The allocation of transaction price among separate performance obligations may impact the timing of revenue recognition but will not change the total revenue recognized on the contract. Our
A substantial majority of our revenue is derived from contracts with the U.S. Government, including foreign military sales contracts. These contracts are subject to the Federal Acquisition Regulations and the prices of our contract deliverables are typically based on our estimated or actual costs plus a reasonable profit margin. As a result, the standalone selling prices of the goods 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, when standalone selling prices are not directly observable, we also generally use the expected cost plus a 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. In determining the appropriate margin under the cost plus margin approach, we consider historical margins on similar products sold to similar customers or within similar geographies where objective evidence is available. We may also consider our cost structure and pricingprofit objectives, the nature of the proposal, the effects of customization of pricing, our practices used to establish pricing of bundled products, the expected technological life of the product, margins earned on similar contracts with different customers and other factors to determine the appropriate margin.
Goodwill
Goodwill in our Condensed Consolidated Balance Sheet (Unaudited) as of April 3, 2020 and January 3, 2020 was $19.3 billion and $20.0 billion, respectively. Goodwill is not amortized. We perform annual (or under certain circumstances, more frequent) impairment tests of our goodwill. We identify potential impairment by comparing the fair value of each of our reporting units with its carrying amount, including goodwill, which is adjusted for allocations of Corporate assets and liabilities as appropriate. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not

impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.
2020 Interim Impairment Tests
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. Some of our segments are comprised of several reporting units. Allocation of goodwill to several reporting units could make it more likely that we will have an impairment charge in the future. An impairment charge to one of our reporting units could have a material impact on our financial condition and results of operations.
Indications of potential impairment of goodwill related to our Commercial Aviation Systems reporting unit (which is part of our Aviation Systems segment) were present at April 3, 2020 due to the COVID-19-related downturn in the commercial aviation sector and its impact on customer operations, which resulted in a decrease in the fiscal 2020 outlook for our Commercial Aviation Systems reporting unit. Consequently, in connection with the preparation of our financial statements for the quarter ended April 3, 2020, we performed an interim goodwill impairment test.
To test for potential impairment of goodwill related to our Commercial Aviation Systems reporting unit, we prepared an estimate of the fair value of the reporting unit based on combination of market-based valuation techniques, utilizing quoted market prices and comparable publicly reported transactions, and projected discounted cash flows. Given the current level of uncertainty in the outlook for the commercial aviation industry caused by the impact of the COVID-19 pandemic on global air traffic, our methodology for determining the fair value of the reporting unit placed the greatest weight on the expected fair value technique, and was dependent on our best estimates of future sales, operating costs and balance sheet metrics under a range of scenarios for future economic conditions. We assigned a probability to each scenario to calculate a set of probability-weighted projected cash flows and an appropriate discount rate, reflecting the risk in the projected cash flows, was used to discount the expected cash flows to present value.
As a result of this impairment test, we concluded that goodwill related to our Commercial Aviation Systems reporting unit was impaired as of April 3, 2020 and recorded a non-cash impairment charge of $296 million (including $28 million attributable to noncontrolling interests) in the “Impairment of goodwill and other assets” line item in our Condensed Consolidated Statement of Income (Unaudited) for the quarter ended April 3, 2020.
See Note K — Goodwill and Other Intangible Assets in the Notes for additional information.
As of April 3, 2020, the estimated fair values for each of our reporting units exceed their carrying values. However, the estimated fair value of eight of our reporting units, which have approximately $10 billion of goodwill in aggregate, exceeds the carrying value of the reporting unit by less than 10 percent, primarily due to our current proximity to the L3Harris Merger. We are monitoring the impacts of COVID-19 on the fair value of our reporting units and do not currently anticipate any further material goodwill impairment charges as a result of COVID-19. However, an impairment of goodwill could result from a number of circumstances, including different assumptions used in determining the fair value of the reporting units, future deterioration in the business, including from the impact of COVID-19, or a sharp increase in interest rates without a corresponding increase in future revenue.
Airport Security and Automation Business Goodwill Allocation
As described in more detail in Note C — Business Divestitures and Assets Sales in the Notes, we entered into a definitive agreement to sell our airport security and automation business on February 4, 2020. Because the pending divestiture of the airport security and automation business represented the disposal of a portion of a reporting unit within our Aviation Systems segment, we assigned $588 million of goodwill to the airport security and automation business disposal group on a relative fair value basis during the first quarter of fiscal 2020, when the held for sale criteria were met. The fair value of the airport security and automation business disposal group was determined based on the negotiated selling price, and the fair value of the retained businesses of the reporting unit was determined based on a combination of market-based valuation techniques, utilizing quoted market prices and 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. In conjunction with the relative fair value allocation, we tested goodwill assigned to the disposal group and goodwill assigned to the retained businesses of the reporting unit for impairment and concluded that no goodwill impairment existed at the time the held for sale criteria were met in late January 2020.

EOTech Business Goodwill Allocation
As described in more detail in Note C — Business Divestitures and Assets Sales in the Notes, we entered into a definitive agreement to sell our EOTech business on March 24, 2020. Because the pending divestiture of the EOTech business represented the disposal of a portion of a reporting unit within our Communication Systems segment, we assigned $9 million of goodwill to the EOTech business disposal group on a relative fair value basis during the first quarter of fiscal 2020, when the held for sale criteria were met. The fair value of the EOTech business disposal group was determined based on the negotiated selling price, and the fair value of the retained businesses of the reporting unit was determined based on a combination of market-based valuation techniques, utilizing quoted market prices and 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. In conjunction with the relative fair value allocation, we tested goodwill assigned to the disposal group and goodwill assigned to the retained businesses of the reporting unit for impairment and concluded that no goodwill impairment existed.
Accounting for Business Combinations
We follow the acquisition method of accounting to record identifiable assets acquired, liabilities assumed and noncontrolling interests in the acquiree recognized in connection with acquired businesses at their estimated fair value as of the date of acquisition. Amounts recorded associated with these assets and liabilities are based on preliminary calculations and our estimates and assumptions are subject to change as we obtain additional information during the measurement period (up to one year from the Closing Date).
Intangible assets from business combinations are recognized at their estimated fair values as of the date of acquisition and generally consist of customer relationships, trade names, developed technology and in-process R&D. Determination of the estimated fair value of intangible assets requires judgment. The fair value of customer contractual relationships is determined based on estimates and judgments regarding future after-tax earnings and cash flows arising from follow-on sales on contract renewals expected from customer contractual relationships over their estimated lives, including the probability of expected future contract renewals and sales, less a contributory asset charge, all of which is discounted to present value. The fair value of trade name intangible assets is determined utilizing the relief from royalty method. Under this form of the income approach, a royalty rate based on observed market royalties is applied to projected revenue supporting the trade name and discounted to present value using an appropriate discount rate. Intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment testing. Finite-lived intangible assets are amortized to expense over their useful lives, generally ranging from three to twenty years. The preliminary estimated fair value of identifiable intangible assets acquired in connection with the L3Harris Merger was approximately $8 billion.
We assess the recoverability of finite-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. We evaluate the recoverability of such assets based on the expectations of undiscounted cash flows of the assets. If the sum of expected future undiscounted cash flows were less than the carrying amount of the asset, a loss would be recognized for the difference between the fair value and the carrying amount. See Note B — Business Combination and Note K — Goodwill and Other Intangible Assets in the Notes for additional information.
Impact of Recently Issued Accounting Standards
Accounting standards that have been recently issued, but are not yet effective for us, are described in Note A — Significant Accounting Policies and Recent Accounting Standards in the Notes, which describes the potential impact that these standards are expected to have on our financial condition, results of operations and cash flows.

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 to be 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; the potential level of share repurchases, dividends or pension contributions; potential acquisitions or divestitures; the value of contract awards and programs; 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;future, including expected COVID-19-related impacts in our Public Safety and Commercial Aviation Solutions sectors; 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,” “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. Forward-looking statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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:
The COVID-19 pandemic could have a material adverse effect on our business operations, financial condition, results of operations and cash flows.
We depend on U.S. Government customers for a significant portion of our revenue, and the loss of these relationships, 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 and cash flows.
We depend significantly on U.S. Government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited. The termination or failure to fund, or negative audit findings for, one or more of these contracts could have an adverse impact on our business, financial condition, results of operations and cash flows.
The U.S. Government’s budget deficit and the national debt, as well as any inability of the U.S. Government to complete its budget process for any government fiscal year and consequently having to shut down or operate on funding levels equivalent to its prior fiscal year pursuant to a “continuing resolution,” could have an adverse impact on our business, financial condition, results of operations and cash flows.
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.
The U.S. Government’s budget deficit, the national debtOur ability to successfully manage ongoing business and sequestration, as well as any inability of the U.S. Government to complete its budget process for any government fiscal year and consequently having to operate on funding levels equivalent to its prior fiscal year pursuant to a “continuing resolution” or shut down,organizational changes could have an adverse impact on our business financial condition, results of operations and cash flows.results.
The level of returns on defined benefit plan assets, changes in interest rates and other factors could affect our financial condition,Our results of operations and cash flows in future periods.
We enter intoare substantially affected by our mix of fixed-price, cost-plus and time-and-material type contracts. In particular, our fixed-price contracts that could subject us to losses in the event of cost overruns or a significant increase in inflation.
We use estimates in accounting for many of our programs, and changes in our estimates could adversely affect our future financial results.
We derive a significant portion of our revenue from international operations and are subject to the risks of doing business internationally, including fluctuations in currency exchange rates.
Our reputationThe level of returns on defined benefit plan assets, changes in interest rates and ability to do business may be impacted by the improper conductother factors could affect our financial condition, results of our employees, agents or business partners.operations and cash flows in future periods.
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.
Disputes with our subcontractors or the inability of our subcontractors to perform, or our key suppliers to timely deliver our components, parts or services, could cause our products, systems or services to be produced or delivered in an untimely or unsatisfactory manner.
Our reputation and ability to do business may be impacted by the improper conduct of our employees, agents or business partners.
Our future success will depend on our ability to develop new products, systems, services and technologies that achieve market acceptance in our current and future markets.
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.

Strategic transactions, including mergers, acquisitions and divestitures, involve significant risks and uncertainties that could adversely affect our business, financial condition, results of operations and cash flows.
Disputes with our subcontractors or the inability of our subcontractors to perform, or our key suppliers to timely deliver our components, parts or services, could cause our products, systems or services to be produced or delivered in an untimely or unsatisfactory manner.
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.

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 and cash flows.
We are subject to government investigations, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and future prospects.
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.
Our commercial aviation products, systems and services business is affected by global demand and economic factors that could negatively impact our financial results.
We face certain significant risk exposures and potential liabilities that may not be covered adequately by insurance or indemnity.
Changes in our effective tax rate may have an adverse effect on our 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 adversely affect our financial and operating activities or our ability to incur additional debt.
A downgrade in our credit ratings could materially adversely affect our business.
Unforeseen environmental issues could have a material adverse effect on our business, financial condition, results of operations and cash flows.
We have significant operations in locations that could be materially and adversely impacted in the event of a natural disaster or other significant disruption.
Changes in future business or other market conditions could cause business investments and/or recorded goodwill or other long-term assets to become impaired, resulting in substantial losses and write-downs that would adversely affect our results of operations.
We must attract and retain key employees, and any failure to do so could seriously harm us.
Some of our workforce is represented by labor unions, so our business could be harmed in the event of a prolonged work stoppage.
We must attractmay fail to realize all of the anticipated benefits of the L3Harris Merger or those benefits may take longer to realize than expected. We may also encounter significant difficulties in integrating the businesses.
Certain business uncertainties arising from the L3Harris Merger could adversely affect our businesses and retain key employees,operations.
We have incurred and any failure to do so could seriously harm us.will incur direct and indirect costs as a result of the L3Harris Merger.
Additional details and discussions concerning some of the factors that could affect our forward-looking statements or future results are set forth in our Fiscal 2018Transition Period Form 10-K10-KT under Item 1A. “Risk Factors” and in Part II. Item 1A. “Risk Factors” in this Report. The foregoing list of factors and the factors set forth in Item 1A. “Risk Factors” included in our Fiscal 2018Transition Period Form 10-K10-KT and in Part II. Item 1A. “Risk Factors” in this Report are not exhaustive. Additional risks and uncertainties not known to us or that we currently believe not to be material also may adversely impact our business, financial condition, results of operations and cash flows. Should any risks or uncertainties develop into actual events, these developments could have a material adverse effect on our business, financial condition, results of operations and cash flows. The forward-looking statements contained in this Report 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 or to update the reasons actual results could differ materially from those projected in the forward-looking statements, whether as a result of new information, future events or developments or otherwise. For further information concerning risk factors, see Part II. Item 1A. “Risk Factors” in this Report.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
In the normal course of business, we are exposed to risks associated with foreign currency exchange rates and changes in interest rates. We employ established policies and procedures governing the use of financial instruments to manage our exposure to such risks. There were no material changes during the quarter ended April 3, 2020 with respect to the information appearing in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Fiscal Transition Period Form 10-KT.
Foreign Exchange and Currency: Our U.S. and foreign businesses enter into contracts with customers, subcontractors or vendors that are denominated in currencies other than functional currencies of such businesses. We use foreign currency forward contracts and options to hedge both balance sheet and off-balance sheet future foreign currency commitments. Factors that could impact the effectiveness of our hedging programs for foreign currency include the accuracy of sales estimates, volatility of currency markets and the cost and availability of hedging instruments. A 10 percent change in currency exchange rates for our foreign currency derivatives held at March 29, 2019April 3, 2020 would not have had a material impact on the fair value of such instruments or our results of operations or cash flows. This quantification of exposure to the market risk associated with foreign

currency financial instruments does not take into account the offsetting impact of changes in the fair value of our foreign currency denominated assets, liabilities and firm commitments. See Note NS — Derivative Instruments and Hedging Activities in the Notes for additional information.
Interest Rates: At March 29, 2019,As of April 3, 2020, we had long-term fixed-rate debt obligations. The fair value of these obligations is impacted by changes in interest rates; however, a 10 percent change in interest rates for our long-term fixed-rate debt obligations at March 29, 2019April 3, 2020 would not have had a material impact on the fair value of these obligations. Additionally, thereThere is no interest-rate risk associated with these obligations on our results of operations or cash flows unless existing obligations are refinanced upon maturity at then-current interest rates, because the interest rates are fixed until maturity, and because our long-term fixed-rate debt is not putable to us (i.e., not required to be redeemed by us prior to maturity). We can give no assurances, however, that interest rates will not change significantly or have a material effect on the fair value of our long-term debt obligations over the next twelve months.
At March 29, 2019,As of April 3, 2020, we also had long-term variable-rate debt obligations of $250$500 million, comprised of $250 million of Floating Rate Notes due April 30, 2020.2020 and $250 million of Floating Rate Notes due March 10, 2023. These debt obligations bear interest that is variable based on certain short-term indices, thus exposing us to interest-rate risk; however, a 10 percent change in interest rates for these debt obligations at March 29, 2019

April 3, 2020 would not have had a material impact on our results of operations or cash flows. See Note 13: “Debt”M — Debt in ourthe Notes to Consolidated Financial Statements in our Fiscal 2017-2018 Update 8-K for further information.
We utilizeuse derivative instruments from time to time to mitigatemanage our exposure to interest rate risk associated with our anticipated issuance of new long-term fixed-rate notes to repay at maturity our existing long-term fixed-rate debt transactions.obligations. If the derivative instrument is designated as a cash flow hedge, gains and losses from changes in the fair value of such instrument are deferred and included as a component of accumulated other comprehensive incomeloss and reclassified to interest expense in the period in which the hedged transaction affects earnings.
At March 29, 2019,As of April 3, 2020, we had antwo outstanding yield-based treasury lock agreementagreements, with aan aggregate notional amount of $400$650 million, to hedge our exposure to fluctuations in the 10-yearbenchmark interest rate (10-year U.S. Treasury raterate) associated with our anticipated issuance of long-term fixed-rate notes to redeem or repay at maturity the entire $400$650 million outstanding principal amount of our 2.7%the 4.95% Notes due April 27, 2020.February 15, 2021 (“4.95% 2021 Notes”). We designated these treasury locks as cash flow hedges against fluctuations in interest payments on the 4.95% 2021 Notes due to changes in the benchmark interest rate prior to issuance, which we expect to occur before the date of maturity of the 4.95% 2021 Notes. An unrealized after-tax loss of $8$75 million associated with thisthese treasury locklocks was deferred in accumulated other comprehensive incomeloss at March 29, 2019.April 3, 2020. A 10 percent change in the 10-year U.S. Treasury rate at April 3, 2020 would not have had a material impact on the fair value of thisthese treasury lock agreementagreements or our results of operations or cash flows. See Note NS — Derivative Instruments and Hedging Activities in the Notes for additional information.
Item 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures: We maintain disclosure controls and procedures that are 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 and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives, and management necessarily is required to use its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As required by Rule 13a-15 under the Exchange Act, as of the end of the third quarter of fiscal 2019,April 3, 2020, 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 Chief Executive Officer and our Chief Financial Officer. Based on this work and other evaluation procedures, our management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that as of the end of the third quarter of fiscal 2019April 3, 2020, our disclosure controls and procedures were effective.
(b) Changes in Internal Control: We periodically review our internal control over financial reporting 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 internal control over financial reporting 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. Changes may include such activities as implementing new, more efficient systems, consolidating the activities of business units, migrating certain processes to our shared services organizations, formalizing policies and procedures, improving segregation of duties and increasing monitoring controls. In addition, when we acquire new businesses, we incorporate our controls and
procedures into the acquired business as part of our integration activities. We are continuing our implementation of a new income tax provision software designed to enhance process stability and further facilitate the computation and recording of tax provisions for our U.S. and international entities. We are also continuing the multi-year, phased implementation of a new core enterprise resource planning (“ERP”) system in certain business units, which we expect to reduce the number of ERP systems across the Company and enhance our system of internal control over financial reporting. We expect the initial implementation of the new core ERP system in each affected business unit to involve changes to related processes that areAs part of our systemintegration with L3, we are in the process of incorporating our controls and procedures with respect to L3’s operations, and we will include internal controls with respect to L3’s operations in our assessment of the effectiveness of our internal control over financial reporting and to require testing for effectiveness and potential further changes as implementation progresses. During the first quarter of fiscal 2018, we successfully completed the initial implementation of the new core ERP system in two business unitsend of 2020. We evaluated the impacts of COVID-19 on our ability to maintain effective internal controls and concluded that our internal control environment was not materially affected during the first quarter of fiscal 2019, we completed the implementation of the new core ERP system in two additional business units.ended April 3, 2020. Other than the systemcontinuing to incorporate our controls and related process changes described above,procedures with respect to L3’s operations, there have been no changes in our internal control over financial reporting that occurred during the third quarter of fiscal 2019ended April 3, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
General. 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 employee 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 March 29, 2019,April 3, 2020, our accrual for the potential resolution of lawsuits, claims or proceedings that we consider probable of being decided unfavorably to us was not material. Although it is not feasible to predict the outcome of these matters with certainty, it is reasonably possible that some lawsuits, claims or proceedings may be disposed of or decided unfavorably to us and in excess of the amounts currently accrued. 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 March 29, 2019April 3, 2020 are reserved against or would not have a material adverse effect on our financial condition, results of operations or cash flows.
Merger Litigation. As described in Note R — Legal Proceedings and Contingencies in the Notes, in connection with our pending merger with L3 (see Note S — Pending Merger in the Notes for additional information), two putative class action lawsuits and one individual lawsuit were filed against the L3 Parties in the U.S. District Court for the Southern District of New York between December 19, 2018 and January 15, 2019, and a third putative class action lawsuit, Kent v. L3 Technologies, Inc., et al., was filed against the L3 Parties and the Harris Parties in the U.S. District Court for the District of Delaware on January 4, 2019. The complaints in the lawsuits contained substantially similar allegations contending, among other things, that the registration statement on Form S-4 in support of the pending merger misstated or failed to disclose certain allegedly material information in violation of federal securities laws. The complaint in the Kent lawsuit further alleged that the Harris Parties were liable for these violations as “controlling persons” of L3 within the meaning of federal securities laws. On March 12, 2019, the parties to the actions entered into an agreement to settle all claims that were or could have been alleged in the action subject to, among other things, the supplementation by L3 of certain disclosures contained in the registration statement, which were reflected in a Current Report on Form 8-K filed by L3 with the SEC on March 13, 2019, and the dismissal of the four lawsuits, all of which were dismissed by March 18, 2019.
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 Condensed Consolidated Financial Statements (Unaudited).
Item 1A. Risk Factors.
Investors should carefully review and consider the information regarding certain factors that could materially affect our business, results of operations, financial condition and cash flows as set forth underin Part I, Item 1A. “Risk Factors” inof our Fiscal 2018Transition Period Form 10-K. Except as10-KT. Other than the additional risk factors we have set forth below, in this Item 1A. “Risk Factors,” we do not believe that there have been anyno material changes to the risk factors previously disclosed in our Fiscal 2018Transition Period Form 10-K.10-KT. We may disclose changes to suchour 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 and cash flows.
The COVID-19 pandemic could have a material adverse effect on our business operations, financial condition, results of operations and cash flows.
In March 2020, COVID-19 was recognized as a pandemic by the World Health Organization and declared a national
emergency by the U.S. Government. We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business and geographies, including how it will impact our communities, suppliers, subcontractors, distributors, resellers or customers. The COVID-19 pandemic has created significant volatility, uncertainty and economic disruption, which will adversely affect our business operations and may materially and adversely affect our financial condition, results of operations and cash flows.
In addition to volatility in the overall demand environment for our products, systems and services, we may restrict the operations of our facilities if we deem it necessary or if recommended or mandated by governmental authorities which would have a further adverse impact on us. For example, we have recently temporarily closed some of our flight training facilities in Europe and several other locations and implemented certain travel restrictions, which have disrupted how we operate our business, and we have also recognized $330 million of charges for impairment of goodwill and other assets and other COVID-19-related impacts in the first quarter of 2020.The COVID-19 pandemic may also impact our supply chains, including the ability of suppliers and vendors to provide their products and services to us.
Further, our management is focused on mitigating the effects of COVID-19, which has required and will continue to require, a large investment of time and resources across our enterprise and will delay other value added services or initiatives. Additionally, currently some of our employees are working remotely. An extended period of remote work arrangements could strain our business continuity plans, introduce operational risk, including but not limited to cyber security risks, and impair our ability to manage our business.
If our responses to the pandemic are unsuccessful, or if customers do not perceive our response to be adequate for the United States or our international markets, we could suffer damage to our reputation, which could adversely affect our business.

The extent to which the COVID-19 pandemic impacts us will depend on numerous evolving factors previously disclosedand future developments that we are not able to predict, including: the severity and transmission rate of the virus; the ultimate geographic spread of the virus; the duration of the outbreak; the extent and effectiveness of containment actions; governmental, business and other actions (which could include limitations on our operations or mandates to provide products, systems or services); the impacts on our supply chain; the impact of the pandemic on economic activity; the extent and duration of the effect on customer demand and buying patterns; the effects of additional business or facility closures or other changes to our operations; the health of and the effect on our workforce and our ability to meet staffing needs in our Fiscal 2018 Form 10-K, the following are risks related to our pending all-stock merger of equals with L3, which is discussed in Note S — Pending Merger in the Notes:
Because the exchange ratio is fixedbusinesses and will not be adjusted in the event of any change in either our or L3’s stock price, the value of the shares of the combined company is uncertain.
The market price for shares of common stock of the combined company following the completion of the merger may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of sharesfacilities, particularly if members of our common stock and L3 common stock.
The shares of common stock of the combined company to be received by L3 stockholdersworkforce are quarantined as a result of exposure; any impairment in value of our tangible or intangible assets which could be recorded as a result of a weaker economic conditions; and the mergerpotential effects on our internal controls, including those over financial reporting, as a result of changes in working environments such as shelter-in-place and similar orders that are applicable to our employees and business partners, among others. In addition, if the pandemic continues to create disruptions or turmoil in the credit or financial markets, or impacts our credit ratings, it could adversely affect our ability to access capital on favorable terms and continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted.
In addition, we cannot predict the impact that COVID-19 will have rights different from the shareson our communities, suppliers, subcontractors, distributors, resellers or customers, and each of L3 common stock.
Our stockholders and L3 stockholders will each have reduced ownership and voting interesttheir financial conditions; however, any material effect on these parties could adversely impact us. The impact of COVID-19 may also exacerbate other risks discussed in and will exercise less influence over managementItem 1A. “Risk Factors” of the combined company.

Until the completionour Fiscal Transition Period Form 10-KT, any of the merger or the termination of the merger agreement in accordance with its terms, we and L3 are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to us or L3 and our respective stockholders.
Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the merger.
We and L3 must obtain certain regulatory approvals and clearances to consummate the merger, which, if delayed, not granted or granted with unacceptable conditions, could prevent, substantially delay or impair consummation of the merger, result in additional expenditures of money and resources or reduce the anticipated benefits of the merger.
Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the merger.
The merger, including uncertainty regarding the merger, may cause customers, suppliers or strategic partners to delay or defer decisions concerning us and L3 and adversely affect each company’s ability to effectively manage their respective businesses.
The opinions rendered to us and L3 from our respective financial advisors will not reflect changes in circumstances between the dates of such opinions and the completion of the merger.
Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in the businesses of us and L3, which could have an adversea material effect on our respective businessesus. This situation is changing rapidly and financial results.
The merger agreementadditional impacts may be terminated in accordance with its terms and the merger mayarise that we are not be consummated.
The terminationaware of the merger agreement could negatively impact us or L3.
The directors and executive officers of us and L3 have interests and arrangements that may be different from, or in addition to, those of our and L3 stockholders generally.
We or L3 may waive one or more of the closing conditions without re-soliciting stockholder approval.
The merger agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with either us or L3.
We and L3 each will incur significant transaction, merger-related and restructuring costs in connection with the merger.
Our stockholders and L3 stockholders will not be entitled to appraisal rights in the merger.
Litigation filed against the L3 Parties and the Harris Parties could prevent or delay the consummation of the merger or result in the payment of damages following completion of the merger.
The failure to successfully combine the businesses of us and L3 may adversely affect the combined company’s future results.
The combined company may not be able to retain customers or suppliers or customers or suppliers may seek to modify contractual obligations with the combined company, which could have an adverse effect on the combined company’s business and operations.
The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business and operations.
Combining the businesses of us and L3 may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated benefits of the merger, which may adversely affect the combined company’s business results and negatively affect the value of the common stock of the combined company following the merger.
The failure to integrate successfully the businesses and operations of us and L3 in the expected time frame may adversely affect the combined company’s future results.
Our and L3’s unaudited prospective financial information is inherently subject to uncertainties, the unaudited pro forma financial data included in our Form S-4 registration statement related to the proposed merger is preliminary and the combined company’s actual financial position and results of operations after the merger may differ materially from those estimates and the unaudited pro forma financial data included in such registration statement. Specifically, the unaudited pro forma combined financial data does not reflect the effect of any divestitures that may be required in connection with the merger.
The revenue of the combined company will depend on our and L3’s ability to maintain certain levels of government business. The loss of contracts with U.S. and non-U.S. government agencies could adversely affect the combined company’s revenue.
Third parties may terminate or alter existing contracts or relationships with us or L3.
The combined company may be unable to retain our and L3 personnel successfully after the merger is completed.
The combined company’s debt may limit its financial flexibility.
Declaration, payment and amounts of dividends, if any, distributed to stockholders of the combined company will be uncertain.

These risks are discussed more fully in the registration statement on Form S-4 we filed with the SEC on December 14, 2018, which the SEC declared effective on February 20, 2019.currently.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Issuer Purchases of Equity Securities
During the third quarter of fiscal 2019,ended April 3, 2020, we did not repurchase anyrepurchased 3,277,559 shares of our common stock under our current repurchase program.program for $700 million at an average share price of $213.55, excluding commissions of $0.02 per share. The level of our repurchases depends on a number of factors, including our financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors our Board of Directors and management may deem relevant. The timing, volume and nature of repurchases are subject to market conditions, applicable securities laws and other factors and are at our discretion and may be suspended or discontinued at any time. Shares repurchased by us are cancelledcanceled and retired. The following table sets forth information with respect to repurchases by us of our common stock during the third quarter of fiscal 2019:ended April 3, 2020:
Period*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)
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)
Month No. 1Month No. 1       Month No. 1       
(December 29, 2018-January 25, 2019)       
(January 4, 2020 - January 31, 2020)(January 4, 2020 - January 31, 2020)       
Repurchase program(1)
Repurchase program(1)

 
 
 $501,279,637
Repurchase program(1)

 
 
 $2,500,113,105
Employee transactions(2)
Employee transactions(2)
9,802
 $139.56
 
 
Employee transactions(2)
4,337
 $220.13
 
 
Month No. 2Month No. 2       Month No. 2       
(January 26, 2019-February 22, 2019)       
(February 1, 2020 - February 28, 2020)(February 1, 2020 - February 28, 2020)       
Repurchase program(1)
Repurchase program(1)

 
 
 $501,279,637
Repurchase program(1)
1,927,359
 $223.92
 1,927,359
 $2,068,540,227
Employee transactions(2)
Employee transactions(2)
1,218
 $157.64
 
 
Employee transactions(2)
5,379
 $225.58
 
 
Month No. 3Month No. 3       Month No. 3       
(February 23, 2019-March 29, 2019)       
(February 29, 2020 - April 3, 2020)(February 29, 2020 - April 3, 2020)       
Repurchase program(1)
Repurchase program(1)

 
 
 $501,279,637
Repurchase program(1)
1,350,200
 $198.74
 1,350,200
 $1,800,204,462
Employee transactions(2)
Employee transactions(2)
29,995
 $160.51
 
 
Employee transactions(2)
2,292
 $182.40
 
 
TotalTotal41,015
   
 $501,279,637
Total3,289,567
   3,277,559
 $1,800,204,462
        
_______________
*
Periods represent our fiscal months.
(1)On February 2, 2017,July 1, 2019, we announced that on January 26, 2017, our Board of Directors approved a $4 billion share repurchase program (our “2019 Repurchase Program”) replacing our prior share repurchase program and authorizing us to repurchase up to $1$4 billion in 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, 2019, $501,279,637April 3, 2020, $1,800,204,462 (as reflected in the table above) was the approximate dollar amount of our common stock that may yetcould still be purchased under our repurchase program,2019 Repurchase Program, which does not have a stated expiration date.
(2)Represents a combination of: (a) shares of our common stock delivered to us in satisfaction of the tax withholding obligation of holders of performance units, restricted units or restricted shares that vested during the quarter and (b) performance units, restricted units or restricted shares returned to us upon retirement or employment termination of employees. Our equity 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 third quarter of fiscal 2019,ended April 3, 2020, we did not issue or sell any unregistered equity securities.
Item 3. Defaults Upon Senior Securities.
Not Applicable.
Item 4. Mine Safety Disclosures.
Not Applicable.

Item 5. Other Information.
Not Applicable.

Item 6. Exhibits.
EXHIBIT INDEX
The following exhibits are filed herewith or incorporated by reference to exhibits previously filed with the SEC:
(2.1)

(3)  

   

(1010.1) 
(1210.2) 
(10.3)
(10.4)
(10.5)
(10.6)
(10.7)
(15)  
(21)
(31.1)  
(31.2)  
(32.1)  
(32.2)  
(101.INS)(101)
  
The instance document does not appearfinancial information from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2020 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the interactive data file because its XBRL tags are embedded withinCondensed Consolidated Statement of Income, (ii) the inline XBRL document.

Condensed Consolidated Statement of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheet, (iv) the Condensed Consolidated Statement of Cash Flows, (v) the Condensed Consolidated Statement of Equity, and (vi) the Notes to the Condensed Consolidated Financial Statements.
(101.SCH)(104)
  Cover Page Interactive Data File formatted in Inline XBRL Taxonomy Extension Schema Document.
(101.CAL)
XBRL Taxonomy Extension Calculation Linkbase Document.
(101.LAB)
XBRL Taxonomy Extension Label Linkbase Document.
(101.PRE)
XBRL Taxonomy Extension Presentation Linkbase Document.
(101.DEF)
XBRL Taxonomy Extension Definition Linkbase Document.and contained in Exhibit 101.
_______________
*Management contract or compensatory plan or arrangement.


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
       
    HARRIS CORPORATIONL3HARRIS TECHNOLOGIES, INC.
    (Registrant)
    
Date: May 2, 20197, 2020   By: /s/ Rahul GhaiJesus Malave Jr.
      Rahul GhaiJesus Malave Jr.
      Senior Vice President and Chief Financial Officer
      (principal financial officer and duly authorized officer)

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