UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
~~For the quarterly period ended October 1, 2021~~

For the quarterly period ended July 1, 2022


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

Commission File ~~Number:~~Number 1-3863

L3HARRIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


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

1025 West NASA Boulevard

Melbourne,

Florida

32919

(Address of principal executive offices)

(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.00 per share

LHX

New York Stock Exchange

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

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

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

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

o¨

Smaller reporting company

☐

Emerging growth company

☐

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

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

The number of shares outstanding of the registrant’s common stock as of ~~October~~July 22, ~~2021~~2022 was ~~196,225,469 shares.~~191,353,157.

L3HARRIS TECHNOLOGIES, INC.

FORM 10-Q

For the Quarter Ended ~~October~~July 1, ~~2021~~2022

TABLE OF CONTENTS


		Page No.

Part I. Financial Information:
	~~Item~~ITEM 1. Financial Statements ~~(Unaudited)~~(Unaudited):
	Condensed Consolidated Statement of Income for the Quarter and ~~Three~~Two Quarters Ended ~~October~~July 1, ~~2021~~2022 and ~~October~~July 2, ~~2020~~2021	1
	Condensed Consolidated Statement of Comprehensive Income for the Quarter and ~~Three~~Two Quarters Ended ~~October~~July 1, ~~2021~~2022 and ~~October~~July 2, ~~2020~~2021	2
	Condensed Consolidated Balance Sheet at ~~October~~July 1, ~~2021~~2022 and ~~January 1,~~December 31, 2021	3
	Condensed Consolidated Statement of Cash Flows for the ~~Three~~Two Quarters Ended ~~October~~July 1, ~~2021~~2022 and ~~October~~July 2, ~~2020~~2021	4
	Condensed Consolidated Statement of Equity ~~for~~for the Quarter and ~~Three~~Two Quarters Ended ~~October~~July 1, ~~2021~~2022 and ~~October~~July 2, ~~2020~~2021	5
	Notes to Condensed Consolidated Financial Statements	6
	Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)	2517
	~~Item~~ITEM 2. ~~Management’s~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations	2618
	~~Item~~ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	4129
	~~Item~~ITEM 4. Controls and Procedures	4129

Part II. Other Information:
	~~Item~~ITEM 1. Legal Proceedings	4231
	~~Item~~ITEM 1A. Risk Factors	4231
	~~Item~~ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	4332
	~~Item~~ITEM 3. Defaults Upon Senior Securities	4432
	~~Item~~ITEM 4. Mine Safety Disclosures	4432
	~~Item~~ITEM 5. Other Information	4432
	~~Item~~ITEM 6. Exhibits	4532

~~Signature~~Signatures		4634

This Report contains trademarks, service marks and registered marks of L3Harris Technologies, Inc. and its subsidiaries. All other trademarks are the property of their respective owners.

PART I. FINANCIAL INFORMATION

~~Item 1. Financial Statements~~


ITEM 1.			FINANCIAL STATEMENTS (Unaudited).

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(Unaudited)

Quarter Ended Three Quarters Ended
(In millions, except per share amounts) October 1, 2021 October 2, 2020 October 1, 2021 October 2, 2020
Revenue from product sales and services $ 4,229 $ 4,463 $ 13,464 $ 13,534
Cost of product sales and services (2,921) (3,152) (9,385) (9,625)
Engineering, selling and administrative expenses (793) (817) (2,485) (2,484)
Business divestiture-related gains (losses) 27 (10) 192 (62)
Impairment of goodwill and other assets — — (207) (394)
Non-operating income 111 96 314 296
Interest expense, net (67) (62) (198) (190)
Income from continuing operations before income taxes 586 518 1,695 1,075
Income taxes (107) (87) (336) (171)
Income from continuing operations 479 431 1,359 904
Discontinued operations, net of income taxes — (1) (1) (2)
Net income 479 430 1,358 902
Noncontrolling interests, net of income taxes 2 (4) 4 24
Net income attributable to L3Harris Technologies, Inc. $ 481 $ 426 $ 1,362 $ 926
Amounts attributable to L3Harris Technologies, Inc. common shareholders
Income from continuing operations $ 481 $ 427 $ 1,363 $ 928
Discontinued operations, net of income taxes — (1) (1) (2)
Net income $ 481 $ 426 $ 1,362 $ 926
Net income per common share attributable to L3Harris Technologies, Inc. common shareholders
Basic
Continuing operations $ 2.41 $ 2.00 $ 6.70 $ 4.31
Discontinued operations — — — (0.01)
$ 2.41 $ 2.00 $ 6.70 $ 4.30
Diluted
Continuing operations $ 2.39 $ 1.99 $ 6.64 $ 4.27
Discontinued operations — (0.01) — (0.01)
$ 2.39 $ 1.98 $ 6.64 $ 4.26
Basic weighted average common shares outstanding 199.5 213.4 203.3 215.5
Diluted weighted average common shares outstanding 201.6 215.1 205.2 217.3


	Quarter Ended				Two Quarters Ended
(In millions, except per share amounts)	July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021

Revenue from product sales and services	$	4,135	$	4,668	$	8,238	$	9,235
Cost of product sales and services	(2,907)		(3,251)		(5,767)		(6,464)
Engineering, selling and administrative expenses	(744)		(891)		(1,489)		(1,692)
Business divestiture-related gains, net	—		180		—		165
Impairment of goodwill and other assets	—		(145)		—		(207)
Non-operating income	108		86		214		203


Interest expense, net	(67)		(65)		(135)		(131)
Income from continuing operations before income taxes	525		582		1,061		1,109
Income taxes	(55)		(169)		(116)		(229)
Income from continuing operations	470		413		945		880
Discontinued operations, net of income taxes	—		—		—		(1)
Net income	470		413		945		879
Noncontrolling interests, net of income taxes	1		—		1		2
Net income attributable to L3Harris Technologies, Inc.	$	471	$	413	$	946	$	881

Amount attributable to L3Harris Technologies, Inc. common shareholders
Income from continuing operations	$	471	$	413	$	946	$	882
Discontinued operations, net of income taxes	—		—		—		(1)
Net income	$	471	$	413	$	946	$	881

Net income per common share attributable to L3Harris Technologies, Inc. common shareholders
Basic	$	2.45	$	2.03	$	4.91	$	4.29


Diluted
Continuing operations	$	2.42	$	2.01	$	4.86	$	4.26
Discontinued operations	—		—		—		(0.01)
	$	2.42	$	2.01	$	4.86	$	4.25

Basic weighted average common shares outstanding	192.1		203.6		192.6		205.2
Diluted weighted average common shares outstanding	194.0		205.6		194.5		207.1

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

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)


		Quarter Ended				Three Quarters Ended					Quarter Ended				Two Quarters Ended
(In millions)	(In millions)	October 1, 2021		October 2, 2020		October 1, 2021		October 2, 2020		(In millions)	July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021

Net income	Net income	$	479	$	430	$	1,358	$	902	Net income	$	470	$	413	$	945	$	879
Other comprehensive income (loss):
Other comprehensive (loss) income:										Other comprehensive (loss) income:
Foreign currency translation (loss) gain, net of income taxes	Foreign currency translation (loss) gain, net of income taxes	(34)		32		(37)		(28)		Foreign currency translation (loss) gain, net of income taxes	(73)		15		(76)		(3)
Net unrealized (loss) gain on hedging derivatives, net of income taxes	Net unrealized (loss) gain on hedging derivatives, net of income taxes	(7)		5		—		(55)		Net unrealized (loss) gain on hedging derivatives, net of income taxes	(7)		2		(2)		7
Net unrecognized gain on postretirement obligations, net of income taxes		576		—		574		—
Other comprehensive income (loss) recognized during the period		535		37		537		(83)
Net unrecognized loss on postretirement obligations, net of income taxes										Net unrecognized loss on postretirement obligations, net of income taxes	—		(2)		—		(2)
Other comprehensive (loss) income, recognized during the period										Other comprehensive (loss) income, recognized during the period	(80)		15		(78)		2
Reclassification adjustments for (gains) losses included in net income	Reclassification adjustments for (gains) losses included in net income	(3)		(3)		(1)		1		Reclassification adjustments for (gains) losses included in net income	(2)		4		(8)		2
Other comprehensive income (loss), net of income taxes		532		34		536		(82)
Other comprehensive (loss) income, net of income taxes										Other comprehensive (loss) income, net of income taxes	(82)		19		(86)		4
Total comprehensive income	Total comprehensive income	1,011		464		1,894		820		Total comprehensive income	388		432		859		883
Comprehensive loss (income) attributable to noncontrolling interests		2		(4)		4		24
Comprehensive loss attributable to noncontrolling interests										Comprehensive loss attributable to noncontrolling interests	1		—		1		2
Total comprehensive income attributable to L3Harris Technologies, Inc.	Total comprehensive income attributable to L3Harris Technologies, Inc.	$	1,013	$	460	$	1,898	$	844	Total comprehensive income attributable to L3Harris Technologies, Inc.	$	389	$	432	$	860	$	885

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

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

(In millions, except shares) October 1, 2021 January 1, 2021
Assets
Current Assets
Cash and cash equivalents $ 1,126 $ 1,276
Receivables, net 1,027 1,344
Contract assets 2,813 2,437
Inventories 1,024 973
Inventory prepayments 50 61
Income taxes receivable 151 295
Other current assets 280 246
Assets of businesses held for sale 155 35
Total current assets 6,626 6,667
Non-current Assets
Property, plant and equipment, net 2,044 2,102
Operating lease right-of-use assets 788 766
Goodwill 18,207 18,876
Other intangible assets, net 6,796 7,908
Deferred income taxes 79 119
Other non-current assets 478 522
Total non-current assets 28,392 30,293
$ 35,018 $ 36,960
Liabilities and Equity
Current Liabilities
Short-term debt $ 2 $ 2
Accounts payable 1,608 1,406
Contract liabilities 1,174 1,198
Compensation and benefits 368 496
Other accrued items 1,058 1,066
Income taxes payable 32 49
Current portion of long-term debt, net 11 10
Liabilities of businesses held for sale 60 13
Total current liabilities 4,313 4,240
Non-current Liabilities
Defined benefit plans 857 1,906
Operating lease liabilities 792 734
Long-term debt, net 7,053 6,943
Deferred income taxes 1,293 1,237
Other long-term liabilities 1,116 1,059
Total non-current liabilities 11,111 11,879
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 196,795,809 and 208,230,353 shares at October 1, 2021 and January 1, 2021, respectively 197 208
Other capital 16,847 19,008
Retained earnings 2,743 2,347
Accumulated other comprehensive loss (303) (839)
Total shareholders’ equity 19,484 20,724
Noncontrolling interests 110 117
Total equity 19,594 20,841
$ 35,018 $ 36,960


(In millions, except shares)	July 1, 2022		December 31, 2021

Assets
Current Assets
Cash and cash equivalents	$	420	$	941
Receivables, net	1,191		1,045
Contract assets	3,048		3,021
Inventories	1,241		982
Inventory prepayments	8		48
Income taxes receivable	47		98
Other current assets	233		224

Total current assets	6,188		6,359
Non-current Assets
Property, plant and equipment, net	2,042		2,101
Operating lease right-of-use assets	761		769
Goodwill	18,143		18,189
Other intangible assets, net	6,321		6,640
Deferred income taxes	103		85
Other non-current assets	580		566

Total non-current assets	27,950		28,350
	$	34,138	$	34,709
Liabilities and Equity
Current Liabilities
Short-term debt	$	2	$	2
Accounts payable	1,721		1,767
Contract liabilities	1,270		1,297
Compensation and benefits	381		444
Other accrued items	898		1,002
Income taxes payable	350		28
Current portion of long-term debt, net	262		11

Total current liabilities	4,884		4,551
Non-current Liabilities
Defined benefit plans	437		614
Operating lease liabilities	756		768
Long-term debt, net	6,782		7,048
Deferred income taxes	1,032		1,344
Other long-term liabilities	1,057		1,065

Total non-current liabilities	10,064		10,839
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 191,518,970 and 193,511,401 shares at July 1, 2022 and December 31, 2021, respectively	192		194
Other capital	15,814		16,248
Retained earnings	3,312		2,917
Accumulated other comprehensive loss	(232)		(146)
Total shareholders’ equity	19,086		19,213
Noncontrolling interests	104		106
Total equity	19,190		19,319
	$	34,138	$	34,709

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

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

Three Quarters Ended
(In millions) October 1, 2021 October 2, 2020
Operating Activities
Net income $ 1,358 $ 902
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of acquisition-related intangibles 475 529
Depreciation and other amortization 248 239
Share-based compensation 100 71
Share-based matching contributions under defined contribution plans 165 168
Qualified pension plan contributions (5) (7)
Pension and other postretirement benefit plan income (275) (241)
Investment and asset impairment charges 244 394
Business divestiture-related (gains) losses (192) 62
Deferred income taxes (102) (142)
(Increase) decrease in:
Accounts receivable 233 (35)
Contract assets (615) (98)
Inventories (108) 139
Prepaid expenses and other current assets (38) (18)
Increase (decrease) in:
Accounts payable 270 (2)
Contract liabilities 56 (94)
Compensation and benefits (119) (42)
Income taxes 100 86
Other accrued items 72 84
Other (2) 97
Net cash provided by operating activities 1,865 2,092
Investing Activities
Additions of property, plant and equipment (207) (194)
Proceeds from sale of property, plant and equipment 7 —
Proceeds from sales of businesses, net 1,598 1,002
Other investing activities 2 (10)
Net cash provided by investing activities 1,400 798
Financing Activities
Net proceeds from borrowings 5 249
Repayments of borrowings (12) (257)
Proceeds from exercises of employee stock options 94 39
Repurchases of common stock (2,875) (1,850)
Cash dividends (618) (546)
Other financing activities (7) (8)
Net cash used in financing activities (3,413) (2,373)
Effect of exchange rate changes on cash and cash equivalents (2) —
Net (decrease) increase in cash and cash equivalents (150) 517
Cash and cash equivalents, beginning of year 1,276 824
Cash and cash equivalents, end of quarter $ 1,126 $ 1,341


	Two Quarters Ended
(In millions)	July 1, 2022		July 2, 2021

Operating Activities
Net income	$	945	$	879
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of acquisition-related intangibles	303		320
Depreciation and other amortization	162		164
Share-based compensation	69		67
Share-based matching contributions under defined contribution plans	113		117
Qualified pension plan contributions	(3)		(4)
Pension and other postretirement benefit plan income	(198)		(188)

Impairment of goodwill and other assets	—		242


Business divestiture-related gains, net	—		(165)
Gain on sale of property, plant and equipment	(1)		—
Gain on sale of asset group	(8)		—


Deferred income taxes	(326)		(151)
(Increase) decrease in:
Receivables, net	(146)		62
Contract assets	(25)		(438)
Inventories	(259)		46
Prepaid expenses and other current assets	31		(21)
Increase (decrease) in:
Accounts payable	(44)		69
Contract liabilities	(21)		86
Compensation and benefits	(63)		(80)
Other accrued items	(103)		8
Income taxes	376		309
Other	(14)		59
Net cash provided by operating activities	788		1,381
Investing Activities

Additions to property, plant and equipment	(117)		(128)
Proceeds from sale of property, plant and equipment, net	4		4
Proceeds from sales of businesses, net	2		1,430

Proceeds from sale of asset group	18		—
Cash used for equity investments	(30)		—
Other investing activities	2		1
Net cash (used in) provided by investing activities	(121)		1,307
Financing Activities
Net proceeds from borrowings	7		5
Repayments of borrowings	(10)		(10)


Proceeds from exercises of employee stock options	34		38
Repurchases of common stock	(729)		(1,550)
Cash dividends	(435)		(416)

Tax withholding payments associated with vested share-based awards	(38)		(2)
Other financing activities	(3)		(2)
Net cash used in financing activities	(1,174)		(1,937)
Effect of exchange rate changes on cash and cash equivalents	(14)		2
Net (decrease) increase in cash and cash equivalents	(521)		753
Cash and cash equivalents, beginning of period	941		1,276
Cash and cash equivalents, end of period	$	420	$	2,029

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

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(Unaudited)


(In millions, except per share amounts)	(In millions, except per share amounts)	Common Stock		Other Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Non-controlling Interests		Total Equity		(In millions, except per share amounts)	Common Stock		Other Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Non-controlling Interests		Total Equity

Balance at July 2, 2021		$	202	$	17,863	$	2,633	$	(835)	$	113	$	19,976

Balance at April 1, 2022														Balance at April 1, 2022	$	193	$	16,089	$	3,128	$	(150)	$	105	$	19,365
Net income	Net income	—		—		481		—		(2)		479		Net income	—		—		471		—		(1)		470
Other comprehensive income, net of income taxes		—		—		—		532		—		532

Other comprehensive loss, net of income taxes														Other comprehensive loss, net of income taxes	—		—		—		(82)		—		(82)
Shares issued under stock incentive plans	Shares issued under stock incentive plans	—		56		—		—		—		56		Shares issued under stock incentive plans	—		4		—		—		—		4
Shares issued under defined contribution plans	Shares issued under defined contribution plans	—		48		—		—		—		48		Shares issued under defined contribution plans	1		57		—		—		—		58
Share-based compensation expense	Share-based compensation expense	—		33		—		—		—		33		Share-based compensation expense	—		41		—		—		—		41
Tax withholding payments on share-based awards														Tax withholding payments on share-based awards	—		(26)		—		—		—		(26)
Repurchases and retirement of common stock														Repurchases and retirement of common stock	(2)		(351)		(68)		—		—		(421)
Cash dividends ($1.12 per share)														Cash dividends ($1.12 per share)	—		—		(217)		—		—		(217)

Other														Other	—		—		(2)		—		—		(2)
Balance at July 1, 2022														Balance at July 1, 2022	$	192	$	15,814	$	3,312	$	(232)	$	104	$	19,190

Balance at April 2, 2021														Balance at April 2, 2021	$	205	$	18,487	$	2,529	$	(854)	$	115	$	20,482
Net income														Net income	—		—		413		—		—		413
Other comprehensive loss, net of income taxes														Other comprehensive loss, net of income taxes	—		—		—		19		—		19
Shares issued under stock incentive plans														Shares issued under stock incentive plans	1		27		—		—		—		28
Shares issued under defined contribution plans														Shares issued under defined contribution plans	1		59		—		—		—		60
Share-based compensation expense														Share-based compensation expense	—		34		—		—		—		34
Tax withholding payments on share-based awards														Tax withholding payments on share-based awards	—		(1)		—		—		—		(1)
Repurchases and retirement of common stock	Repurchases and retirement of common stock	(5)		(1,150)		(170)		—		—		(1,325)		Repurchases and retirement of common stock	(5)		(744)		(101)		—		—		(850)
Cash dividends ($1.02 per share)	Cash dividends ($1.02 per share)	—		—		(202)		—		—		(202)		Cash dividends ($1.02 per share)	—		—		(207)		—		—		(207)

Other	Other	—		(3)		1		—		(1)		(3)		Other	—		1		(1)		—		(2)		(2)
Balance at October 1, 2021		$	197	$	16,847	$	2,743	$	(303)	$	110	$	19,594
Balance at July 2, 2021														Balance at July 2, 2021	$	202	$	17,863	$	2,633	$	(835)	$	113	$	19,976

Balance at July 3, 2020		$	216	$	20,260	$	2,250	$	(624)	$	124	$	22,226
Balance at December 31, 2021														Balance at December 31, 2021	$	194	$	16,248	$	2,917	$	(146)	$	106	$	19,319
Net income	Net income	—		—		426		—		4		430		Net income	—		—		946		—		(1)		945
Other comprehensive income, net of income taxes		—		—		—		34		—		34

Other comprehensive loss, net of income taxes														Other comprehensive loss, net of income taxes	—		—		—		(86)		—		(86)
Shares issued under stock incentive plans	Shares issued under stock incentive plans	—		2		—		—		—		2		Shares issued under stock incentive plans	—		34		—		—		—		34
Shares issued under defined contribution plans	Shares issued under defined contribution plans	1		45		—		—		—		46		Shares issued under defined contribution plans	1		112		—		—		—		113
Share-based compensation expense	Share-based compensation expense	—		31		—		—		—		31		Share-based compensation expense	—		69		—		—		—		69

Tax withholding payments on share-based awards														Tax withholding payments on share-based awards	—		(38)		—		—		—		(38)
Repurchases and retirement of common stock	Repurchases and retirement of common stock	(7)		(1,028)		(115)		—		—		(1,150)		Repurchases and retirement of common stock	(3)		(611)		(115)		—		—		(729)

Cash dividends ($.85 per share)		—		—		(179)		—		—		(179)
Cash dividends ($2.24 per share)														Cash dividends ($2.24 per share)	—		—		(435)		—		—		(435)

Other	Other	—		—		1		—		(2)		(1)		Other	—		—		(1)		—		(1)		(2)
Balance at October 2, 2020		$	210	$	19,310	$	2,383	$	(590)	$	126	$	21,439
Balance at July 1, 2022														Balance at July 1, 2022	$	192	$	15,814	$	3,312	$	(232)	$	104	$	19,190

(In millions, except per share amounts)		Common Stock		Other Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Non-controlling Interests		Total Equity
Balance at January 1, 2021	Balance at January 1, 2021	$	208	$	19,008	$	2,347	$	(839)	$	117	$	20,841	Balance at January 1, 2021	$	208	$	19,008	$	2,347	$	(839)	$	117	$	20,841

Net income (loss)		—		—		1,362		—		(4)		1,358
Other comprehensive income, net of income taxes		—		—		—		536		—		536
Net income														Net income	—		—		881		—		(2)		879
Other comprehensive loss, net of income taxes														Other comprehensive loss, net of income taxes	—		—		—		4		—		4
Shares issued under stock incentive plans	Shares issued under stock incentive plans	1		93		—		—		—		94		Shares issued under stock incentive plans	1		37		—		—		—		38
Shares issued under defined contribution plans	Shares issued under defined contribution plans	1		164		—		—		—		165		Shares issued under defined contribution plans	1		116		—		—		—		117
Share-based compensation expense	Share-based compensation expense	—		100		—		—		—		100		Share-based compensation expense	—		67		—		—		—		67

Tax withholding payments on share-based awards														Tax withholding payments on share-based awards	—		(2)		—		—		—		(2)
Repurchases and retirement of common stock	Repurchases and retirement of common stock	(13)		(2,514)		(348)		—		—		(2,875)		Repurchases and retirement of common stock	(8)		(1,364)		(178)		—		—		(1,550)
Cash dividends ($3.06 per share)		—		—		(618)		—		—		(618)

Cash dividends ($2.04 per share)														Cash dividends ($2.04 per share)	—		—		(416)		—		—		(416)

Other	Other	—		(4)		—		—		(3)		(7)		Other	—		1		(1)		—		(2)		(2)
Balance at October 1, 2021		$	197	$	16,847	$	2,743	$	(303)	$	110	$	19,594

Balance at January 3, 2020		$	218	$	20,694	$	2,183	$	(508)	$	157	$	22,744
Net income (loss)		—		—		926		—		(24)		902
Other comprehensive loss, net of income taxes		—		—		—		(82)		—		(82)

Shares issued under stock incentive plans		1		38		—		—		—		39
Shares issued under defined contribution plans		1		167		—		—		—		168
Share-based compensation expense		—		71		—		—		—		71

Repurchases and retirement of common stock		(10)		(1,659)		(181)		—		—		(1,850)

Cash dividends ($2.55 per share)		—		—		(546)		—		—		(546)

Other		—		(1)		1		—		(7)		(7)
Balance at October 2, 2020		$	210	$	19,310	$	2,383	$	(590)	$	126	$	21,439
Balance at July 2, 2021														Balance at July 2, 2021	$	202	$	17,863	$	2,633	$	(835)	$	113	$	19,976

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED)~~

~~Note~~NOTE A — ~~Significant Accounting Policies and Recent Accounting Standards~~SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements (Unaudited) include the accounts of L3Harris Technologies, Inc. and its consolidated subsidiaries. As used in these Notes to Condensed Consolidated Financial Statements (Unaudited) (these “Notes”), the terms “L3Harris,” “Company,” “we,” “our” and “us” refer to L3Harris 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 L3Harris 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 (including normal recurring adjustments) considered necessary for a fair presentation of our financial condition, results of operations, cash flows and equity for the periods presented therein. The results for the quarter and ~~three~~two quarters ended ~~October~~July 1, ~~2021~~2022 are not necessarily indicative of the results that may be expected for the full fiscal year or any subsequent period. The balance sheet at ~~January 1,~~December 31, 2021 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 Annual Report on Form 10-K, 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 Report on Form 10-K for the fiscal year ended ~~January 1,~~December 31, 2021 (our “Fiscal ~~2020~~2021 Form 10-K”).

~~Amounts contained~~Segment reorganization and change in ~~this Report may not always add~~accounting policy: We implemented a new organizational structure effective January 1, 2022, resulting in changes to ~~totals due~~our operating segments, which are also our reportable segments and are referred to ~~rounding.~~as our business segments. The new structure streamlined our business segments from 4 to 3 business segments. Our former Aviation Systems segment was eliminated as a business segment.

We updated our business segment reporting and accounting policies for pension and other postretirement benefits plan (“OPEB”) income or expense to better align our presentation of business segment information with our industry peers. Our business segment operating results include pension and OPEB cost under U.S. Government Cost Accounting Standards (“CAS”), as CAS pension and OPEB cost is allocable to and allowable under contracts with the U.S. Government. We no longer assign or allocate Financial Accounting Standards (“FAS”) pension and OPEB income or expense to our business segments. GAAP requires pension and OPEB income or expense to be recognized on a FAS basis. Therefore, we present a “FAS/CAS operating adjustment” outside of business segment results, representing the difference between the service cost component of FAS pension and OPEB income or expense and total CAS pension and OPEB cost or expense. Non-service cost components of FAS pension and OPEB income or expense are included as a component of non-operating income or expense.

The historical results, discussion and presentation of our business segments as set forth in the accompanying Condensed Consolidated Financial Statements (Unaudited) and these Notes 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. See Note R — Business Segment Information in these Notes for further information regarding our new segment structure and pension presentation effective in fiscal 2022.

Supplemental Cash Flow Information

Non-cash investing and financing activities during the ~~three~~two quarters ended October 1, 2021 included a $88 million right-of-use asset we obtained in exchange for a corresponding operating lease liability. These non-cash investing and financing activities are excluded from the “Other investing” and “Other financing” line items in our Condensed Consolidated Statement of Cash Flows (Unaudited). Right-of-use assets for operating leases are included in the “Operating lease right-of-use assets” line item and the corresponding operating lease liabilities are included in the “Other accrued items” and “Operating lease liabilities” line items in our Condensed Consolidated Balance Sheet (Unaudited).

~~Non-cash investing and financing activities during the three quarters ended October 1,~~July 2, 2021 included a $120 million right-of-use asset we obtained in exchange for a corresponding ~~finance~~financing lease liability. These non-cash investing and financing activities are excluded from the “Additions ofto property, plant and equipment” and “Net proceeds from borrowings” line items in our Condensed Consolidated Statement of Cash Flows (Unaudited). Right-of-use assets for finance leases are included in the “Property, plant and equipment, net” line item and the corresponding finance lease liabilities are included ~~in the “Current portion of long-term debt, net” and “Long-term debt, net” line items in our Condensed Consolidated Balance Sheet (Unaudited).~~

~~There were no material non-cash investing or financing activities during the three quarters ended October 2, 2020.~~

~~Reclassifications~~

The classification of certain prior-year amounts have been adjusted in our Condensed Consolidated Financial Statements (Unaudited) to conform to current-year classifications. Reclassifications include finance lease liabilities that were previously included in the “Other accrued items” and “Other long-term liabilities” line items and are now reflected in the “Current portion of long-term debt, net” and “Long-term debt, net” line items in our Condensed Consolidated Balance Sheet (Unaudited).

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 ~~2020~~2021 Form 10-K.

~~Note B~~NOTE B— BUSINESS DIVESTITURES AND ASSET SALES

Completed Divestitures and Asset Sales — ~~Business Divestitures~~Two Quarters ended July 1, 2022

~~Businesses Held For Sale~~

~~The following table presents information regarding businesses held~~During the two quarters ended July 1, 2022, we completed one business divestiture and one asset sale from our Integrated Mission Systems business segment for ~~sale as~~combined net cash proceeds of ~~October 1, 2021:~~

~~Sale Price(1)~~

~~Business Segment~~

~~Date of Agreement~~

~~(In millions)~~

~~Narda-MITEQ(2)~~

~~Aviation Systems~~

~~August 31, 2021~~

~~ESSCO(3)~~

~~Aviation Systems~~

~~September 1, 2021~~

~~_______________~~

~~(1) Subject to customary purchase price adjustments~~$20 million and ~~closing conditions as set forth in~~recognized a pre-tax gain of $8 million associated with the ~~definitive agreement.~~

(2) The Narda-MITEQ business manufactures component, satellite communication and radio frequency safety products for both military and commercial markets. We expect to complete the sale of the Narda-MITEQ business in the next two quarters.

~~(3) The ESSCO business manufactures metal space frame ground radomes and composite structures. We expect to complete the sale of the ESSCO business in the fourth quarter of 2021.~~

~~The carrying amounts of the major classes of assets and liabilities for businesses classified as held for~~asset sale included in the “Engineering, selling and administrative expenses” line of our Condensed Consolidated ~~Balance Sheet (Unaudited) at October~~Statement of Income for the quarter and two quarters ended July 1, ~~2021 were as follows:~~

(In millions) Narda-MITEQ business ESSCO business Consolidated Total
Receivables, net $ 14 $ 3 $ 17
Contract assets 12 1 13
Inventories 26 4 30
Other current assets 1 — 1
Property, plant and equipment, net 11 4 15
Goodwill 7 4 11
Other intangible assets 21 10 31
Deferred taxes 1 — 1
Other non-current assets 33 3 36
Assets of businesses held for sale $ 126 $ 29 $ 155
Accounts payable $ 7 $ 2 $ 9
Contract liabilities 2 2 4
Other accrued items 7 2 9
Other non-current liabilities 34 2 36
Deferred taxes — 2 2
Liabilities of businesses held for sale $ 50 $ 10 $ 60

The carrying amounts of the assets and liabilities of the Voice Switch Enterprise disposal group (“VSE disposal group”) classified as held for sale in our Consolidated Balance Sheet at January 1, 2021 were $35 million and $13 million, respectively.

2022.

Completed Divestitures and Asset Sales — Two Quarters ended July 2, 2021

The following table presents information regarding business divestitures and asset sales completed ~~by us~~ during the ~~three~~two quarters ended ~~October~~July 2, ~~2020 and fiscal year ended January 1,~~ 2021:

(In millions)
Business Segment(1)
Date of Divestiture Sale Price
Net Cash Proceeds(2)
Three quarters ended October 1, 2021
Electron Devices business(3)
Aviation Systems October 1, 2021 $ 185 $ 173
VSE disposal group(4)
Aviation Systems July 30, 2021 20 19
CPS business(5)
Aviation Systems July 2, 2021 398 347
Military training business(6)
Aviation Systems July 2, 2021 1,050 1,059
$ 1,653 $ 1,598
Fiscal year ended January 1, 2021
EOTech business(7)
Communication Systems July 31, 2020 $ 42 $ 40
Applied Kilovolts business(8)
Space and Airborne Systems May 15, 2020 12 12
Airport security and automation business(9)
Aviation Systems May 4, 2020 1,000 987
$ 1,054 $ 1,039


(In millions)	Business Segment Prior to Divestiture / Asset Sale(1)	Date of Divestiture / Asset Sale	Sale Price		Net Cash Proceeds(2)






CPS business(3)	Other non-reportable businesses(7)	July 2, 2021	$	398	$	354
Military training business(4)	Other non-reportable businesses(7)	July 2, 2021	1,050		1,074
VSE disposal group(5)	Other non-reportable businesses(7)	July 2, 2021(6)	20		2
			$	1,468	$	1,430

_______________

(1)Business segment in which the operating results of each divested business were reported through the date of divestiture.

(2)Net cash proceeds after selling costs and purchase price adjustments.

(3) ~~The Electron Devices and Narda Microwave-West divisions (“Electron Devices business”) manufactures microwave devices for ground-based, airborne and satellite communications and radar.~~

~~(4) The VSE disposal group provides voice over internet protocol systems for air traffic management communications.~~

~~(5)~~ The Combat Propulsion Systems and related businesses (“CPS business”) ~~engineers, designs~~engineered, designed and ~~manufactures~~manufactured engines, transmissions, suspensions and turret drive systems for tracked and wheeled combat vehicle systems.

~~(6)~~ (4)The military training business ~~provides~~provided flight simulation solutions and training services to the U.S. Department of Defense ~~(“DoD”)~~ and foreign military agencies.

~~(7)~~ (5)The ~~EOTech business manufactures holographic sighting~~Voice Switch Enterprise disposal group (“VSE disposal group”) provided voice over internet protocol systems ~~magnified field optics and accessories~~ for ~~military, law enforcement and commercial markets around~~air traffic management.

(6)The sale of the ~~world.~~VSE disposal group was partially closed on July 2, 2021, with the remainder divested on July 30, 2021.

(8) The Applied Kilovolts and Analytical Instrumentation business (“Applied Kilovolts business”) business manufactures high-voltage power supplies and ion detectors for customers in fields such as biotechnology, materials science, healthcare, forensics, environmental sciences, and homeland security.(7)Formerly our Aviation Systems segment.

(9) The airport security and automation business 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.

Income Before Income Taxes Attributable to Businesses ~~Divested~~

Divested: The following table presents the amount of significant income before income taxes attributable to businesses divested in our Condensed Consolidated Statement of Income (Unaudited):


	Quarter Ended		Two Quarters Ended
(In millions)	July 2, 2021			July 2, 2021



Electron Devices business(1)	$	11		$	30



CPS business	27			53
Military training business	18			35

Quarter Ended Three Quarters Ended
(In millions) October 1, 2021 October 2, 2020 October 1, 2021 October 2, 2020
Electron Devices business $ 11 $ 8 $ 41 $ 23
CPS business — 16 53 44
Military training business — 17 35 57
_______________

(1)

The Electron Devices and Narda Microwave-West divisions (“Electron Devices business”) manufactured microwave devices for ground-based, airborne and satellite communications and radar. We entered into a definitive agreement to sell the Electron Devices business on July 2, 2021. The sale of the Electron Devices business was closed on October 1, 2021.

Business ~~Divestiture-related~~Divestiture-Related Gains, ~~(Losses)~~

net: The “Business divestiture-related gains, ~~(losses)”~~net” line item in our Condensed Consolidated Statement of Income (Unaudited) is comprised of the following pre-tax gains ~~(losses)~~ associated with businesses ~~divested or held for sale:~~

Quarter Ended Three Quarters Ended
(In millions) October 1, 2021 October 2, 2020 October 1, 2021 October 2, 2020
VSE disposal group(1)
$ (4) $ (10) $ (30) $ (24)
Electron Devices business 29 — 29 —
CPS business(2)
— — (19) —
Military training business 2 — 214 —
Airport security and automation business — (2) — (28)
Other(3)
— 2 (2) (10)
Total Business divestiture-related gain (losses) $ 27 $ (10) $ 192 $ (62)

divested.


	Quarter Ended		Two Quarters Ended
(In millions)	July 2, 2021			July 2, 2021






VSE disposal group	$	(18)		$	(26)
CPS business(1)	(12)			(19)
Military training business	212			212




Other	(2)			(2)

Total business divestiture-related gains, net	$	180		$	165

_______________

(1)During the quarter ended July 3, 2020, upon classifying the VSE disposal group as held for sale, we recorded a non-cash impairment charge of $14 million, which is included in the “Impairment of goodwill and other assets” line item in our Condensed Consolidated Statement of Income (Unaudited) for the three quarters ended October 2, 2020. We recognized an $18 million non-cash remeasurement loss related to the VSE disposal group during the year ended January 1, 2021.

~~(2)~~During the quarter ended April 2, 2021, upon classifying the CPS business as held for sale, we recorded a non-cash impairment charge of $62 million, which is included in the “Impairment of goodwill and other assets” line item in our Condensed Consolidated Statement of Income (Unaudited). for the two quarters ended July 2, 2021. SeeNote I — Goodwill and Other Intangible Assets in these Notes for additional information.

~~(3)~~
Reflects adjustments to the gains and losses on completed divestitures not shown above, including for fiscal 2020, $12 million for finalization of purchase price adjustments and recognition of a non-cash adjustment related to working capital, which decreased the gain initially recognized on the sale of the Harris Night Vision business divested on September 13, 2019.

Fair Value of Businesses and Goodwill Allocation

For purposes of allocating goodwill to the disposal groups that represented a portion of a reporting unit, we determined the fair value of each disposal group based on the respective negotiated selling price (or estimated net cash proceeds, in the case of no negotiated selling price), and the fair value of the retained businesses of the respective 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. 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 O — Fair Value Measurements~~ ~~in these Notes for additional information regarding the fair value hierarchy and see~~ Note I — Goodwill and Other Intangible Assets in these Notes for additional information regarding the impairment of goodwill related to ~~our~~ business divestitures.

~~Note C — Stock Options and Other Share-Based Compensation~~NOTE C— STOCK OPTIONS AND OTHER SHARE-BASED COMPENSATION

~~As of October~~At July 1, ~~2021,~~2022, we had stock options orand other share-based compensation awards outstanding under 2 Harris Corporation shareholder-approved stock incentive plans (“SIPs”), the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010) and the L3Harris Technologies, Inc. 2015 Equity Incentive Plan (As Amended and Restated Effective as of August 28, 2020) (the “2015 EIP”), as well as underseveral employee stock incentive plans ~~of L3 Technologies, Inc. assumed by~~ (“L3Harris ~~(collectively, “L3Harris~~ SIPs”). ~~We believe that share-based awards more closely align the interests of participants with those of shareholders.~~

The compensation cost related to our share-based awards that was charged against income was ~~$33~~$41 million and ~~$100~~$69 million for the quarter and ~~three~~two quarters ended ~~October~~July 1, ~~2021,~~2022, respectively, and ~~$31~~$34 million and ~~$71~~$67 million for the quarter and ~~three~~two quarters ended ~~October~~and July 2, ~~2020,~~2021, respectively. The aggregate number of shares of our common stock issued under L3Harris SIPs, net of shares withheld for tax purposes, was ~~0.7~~0.2 million and ~~1.2~~0.6 million for the quarter and ~~three~~two quarters ended ~~October~~July 1, ~~2021,~~2022, respectively, ~~was not material for the quarter ended October 2, 2020~~ and ~~was~~0.4 million and 0.5 million for the ~~three~~quarter and two quarters ended ~~October~~July 2, ~~2020.~~2021, respectively.

~~Awards~~There were 0 significant restricted stock units, stock options or performance stock units granted to participants under L3Harris SIPs during the quarter ended ~~October~~July 1, ~~2021 were not material.~~2022. Awards granted to participants under L3Harris SIPs during the ~~three~~two quarters ended ~~October~~July 1, ~~2021~~2022 consisted of ~~0.5~~0.4 million stock options, 0.2 million performance stock units and ~~0.3~~0.2 million restricted stock units. During fiscal 2022, the majority of the options and units were granted on February 25, 2022. The fair value as of the grant date of each stock option award was determined using the Black-Scholes-Merton option-pricing model and the following assumptions: expected dividend yield of ~~1.99 percent;~~1.92%; expected volatility of ~~31.71 percent;~~29.11%; risk-free interest rates averaging ~~0.75 percent;~~1.86%; and expected term of ~~5.05~~5.02 years. The fair value as of the grant date of each restricted stock 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 other companies in the S&P 500, less a discount to reflect the delay in payments of cash dividend-equivalents that are made only upon vesting. The fair value of these awards is amortized to compensation expense over the performance period if achievement of the performance measures is considered probable.

See Note 15: Stock Options and Other Share-Based Compensation in the Notes to Consolidated Financial Statements in our ~~TSR peer group.~~Fiscal 2021 Form 10-K for additional information regarding L3Harris SIPs.

~~Note D — Accumulated Other Comprehensive Income (Loss)~~NOTE D— ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (“AOCI”)

The components of AOCI are summarized below:

(In millions) Foreign currency translation Net unrealized losses on hedging derivatives Unrecognized postretirement obligations Total AOCI
Balance at January 1, 2021 $ (58) $ (80) $ (701) $ (839)
Other comprehensive (loss) income, before income taxes (37) — 769 732
Income taxes — — (195) (195)
Other comprehensive (loss) income before reclassifications to earnings, net of income taxes(1)
(37) — 574 537
Losses (gains) reclassified to earnings(2)
1 (10) 8 (1)
Income taxes — 2 (2) —
Losses (gains) reclassified to earnings, net of income taxes 1 (8) 6 (1)
Other comprehensive (loss) income, net of income taxes (36) (8) 580 536
Balance at October 1, 2021 $ (94) $ (88) $ (121) $ (303)
Balance at January 3, 2020 $ (81) $ (55) $ (372) $ (508)
Other comprehensive loss, before income taxes (28) (75) — (103)
Income taxes — 20 — 20
Other comprehensive loss before reclassifications to earnings, net of income taxes (28) (55) — (83)
Losses (gains) reclassified to earnings(2)
7 8 (16) (1)
Income taxes — (2) 4 2
Losses (gains) reclassified to earnings, net of income taxes 7 6 (12) 1
Other comprehensive loss, net of income taxes (21) (49) (12) (82)
Balance at October 2, 2020 $ (102) $ (104) $ (384) $ (590)


(In millions)	Foreign currency translation		Net unrealized losses on hedging derivatives		Unrecognized postretirement obligations		Total AOCI

Balance at December 31, 2021	$	(118)	$	(89)	$	61	$	(146)


Other comprehensive loss before reclassifications to earnings, net of income taxes	(76)		(2)		—		(78)


Gains (losses) reclassified to earnings, net of income taxes(1)	—		2		(10)		(8)
Other comprehensive loss, net of income taxes	(76)		—		(10)		(86)
Balance at July 1, 2022	$	(194)	$	(89)	$	51	$	(232)

Balance at January 1, 2021	$	(58)	$	(80)	$	(701)	$	(839)


Other comprehensive (loss) income before reclassifications to earnings, net of income taxes	(3)		7		(2)		2


Losses (gains) reclassified to earnings, net of income taxes(1)	2		(6)		6		2
Other comprehensive (loss) income, net of income taxes	(1)		1		4		4
Balance at July 2, 2021	$	(59)	$	(79)	$	(697)	$	(835)

_______________

(1)Other comprehensive income before reclassifications to earnings, net of income taxes, for the quarter and three quarters ended October 1, 2021 includes remeasurement of funded status of pension plans after the purchases of group annuity policies. See ~~Note K — Postretirement Benefit Plans~~ ~~in these Notes for further information.~~

~~(2)Losses (gains)~~(Gains) losses reclassified to earnings are included in the “Revenue from product sales and services,” “Business divestiture-related gains, ~~(losses),~~net,” “Interest expense, net” and “Non-operating ~~income”~~income” line items in our Condensed Consolidated Statement of Income (Unaudited).

~~Note E — Receivables, net~~

NOTE E— RECEIVABLES, NET

Receivables, net are summarized below:


(In millions)	(In millions)	October 1, 2021		January 1, 2021		(In millions)	July 1, 2022		December 31, 2021

Accounts receivable	Accounts receivable	$	1,066	$	1,369	Accounts receivable	$	1,228	$	1,088
Less allowance for credit losses		(39)		(25)
Less: allowances for collection losses						Less: allowances for collection losses	(37)		(43)
Receivables, net	Receivables, net	$	1,027	$	1,344	Receivables, net	$	1,191	$	1,045

We have 2 receivables sale agreements (“RSAs”) with two separate third-party financial institutions that permit us to sell, on a non-recourse basis, up to $100 million ~~each~~ of outstanding receivables per agreement at any given time. From time to time, we have sold certain customer receivables under the RSAs, which we continue to service and collect on behalf of the third-party financial institutions and which we account for as sales of receivables with sale proceeds included in net cash ~~from~~provided by operating activities. We did 0t have outstanding accounts receivable sold pursuant to the RSAs at July 1, 2022. Outstanding accounts receivable sold pursuant to the RSAs were ~~not material~~$99.9 million at ~~October 1,~~December 31, 2021, ~~or January 1, 2021.~~

with net cash proceeds of $99.8 million.

NOTE F— CONTRACT ASSETS AND CONTRACT LIABILITIES

~~Note F — 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.

Contract assets and liabilities in the ~~three~~two quarters ended ~~October~~July 1, ~~2021~~2022 were impacted primarily by reclassifications to assets and liabilities of businesses held for sale, accelerated progress payments due to the U.S. Government’s temporary increase in the progress payment rate from 80 percent to 90 percent and the timing of contractual billing milestones. ~~See~~ ~~Note B — Business Divestitures~~ ~~in these Notes for additional information regarding assets and liabilities of businesses classified as held for sale.~~

Contract assets and contract liabilities are summarized below:

(In millions) October 1, 2021 January 1, 2021
Contract assets $ 2,813 $ 2,437
Contract liabilities, current (1,174) (1,198)
Contract liabilities, non-current(1)
(98) (73)
Net contract assets $ 1,541 $ 1,166


(In millions)	July 1, 2022		December 31, 2021

Contract assets	$	3,048	$	3,021
Contract liabilities, current	(1,270)		(1,297)
Contract liabilities, non-current(1)	(122)		(107)
Net contract assets	$	1,656	$	1,617

_______________

(1)The non-current portion of contract 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:


(In millions)	(In millions)	October 1, 2021		January 1, 2021		(In millions)	July 1, 2022		December 31, 2021

Unbilled contract receivables, gross	Unbilled contract receivables, gross	$	4,587	$	4,268	Unbilled contract receivables, gross	$	4,603	$	4,921
Unliquidated progress payments and advances	Unliquidated progress payments and advances	(1,774)		(1,831)		Unliquidated progress payments and advances	(1,555)		(1,900)
Contract assets	Contract assets	$	2,813	$	2,437	Contract assets	$	3,048	$	3,021

~~Impairment losses related to our contract assets were not material for the quarter or three quarters ended October 1, 2021 or October 2, 2020.~~ Contract liabilities recognized as revenue that were outstanding at the end of the prior fiscal year were ~~$94~~$254 million and ~~$821~~$771 million for the quarter and ~~three~~two quarters ended ~~October~~July 1, ~~2021,~~2022, respectively, and ~~$97~~$219 million and ~~$882~~$727 million for the quarter and ~~three~~two quarters ended ~~October~~July 2, ~~2020,~~2021, respectively.

~~Note G — Inventories~~

~~Inventories are summarized below:~~

(In millions) October 1, 2021 January 1, 2021
Finished products $ 240 $ 136
Work in process 325 367
Raw materials and supplies 459 470
Total inventories $ 1,024 $ 973

119

NOTE G— INVENTORIES

Inventories are summarized below:

~~Note H — Property, Plant and Equipment, net~~


(In millions)	July 1, 2022		December 31, 2021

Finished products	$	194	$	141
Work in process	403		335
Raw materials and supplies	644		506
Inventories	$	1,241	$	982

NOTE H— PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net are summarized below:

(In millions) October 1, 2021 January 1, 2021
Land $ 81 $ 90
Software capitalized for internal use 541 417
Buildings 1,205 1,097
Machinery and equipment 2,173 2,265
4,000 3,869
Less accumulated depreciation and amortization (1,956) (1,767)
Total property, plant and equipment, net $ 2,044 $ 2,102


(In millions)	July 1, 2022		December 31, 2021

Land	$	79	$	79
Software capitalized for internal use	577		576
Buildings	1,249		1,236
Machinery and equipment	2,216		2,177
	4,121		4,068
Less: accumulated depreciation and amortization	(2,079)		(1,967)
Property, plant and equipment, net	$	2,042	$	2,101

Depreciation and amortization expense related to property, plant and equipment was ~~$85~~$83 million and ~~$249~~$166 million for the quarter and ~~three~~two quarters ended ~~October~~July 1, ~~2021,~~2022, respectively, and ~~$83~~$80 million and ~~$237~~$164 million for the quarter and ~~three~~two quarters ended ~~October~~July 2, ~~2020,~~2021, respectively.

As discussed in more detail in Note I — Goodwill and Other Intangible Assets in these Notes, in conjunction with, and in advance of, the tests of goodwill related to our Commercial Training Solutions (“CTS”) reporting unit, ~~(“CTS reporting unit”),~~ we recorded an $82 million non-cash impairment charge for long-lived assets, consisting of $19 million, $56 million and $7 million of impairment charges for ~~right-of-use~~right of use assets, property, plant and equipment and ~~marketable~~ software, respectively, which is included in the “Impairment of goodwill and other assets” line item in our Condensed Consolidated Statement of Income (Unaudited) for the ~~three~~quarter and two quarters ended ~~October 1,~~July 2, 2021.

~~Note I — Goodwill and Other Intangible Assets~~

~~Goodwill~~NOTE I— GOODWILL AND OTHER INTANGIBLE ASSETS

The assignment of goodwill by business segment, and changes in the carrying amount of goodwill by business segment, were as follows:
(In millions) Integrated Mission Systems Space and Airborne Systems Communication Systems Aviation Systems Total
Balance at January 1, 2021 $ 6,499 $ 5,232 $ 4,153 $ 2,992 $ 18,876
Goodwill decrease from divestitures(1)
— — — (553) (553)
Decrease from reclassification to assets of businesses held for sale(2)
— — — (11) (11)
Impairment of goodwill — — — (62) (62)
Currency translation adjustments (8) (23) — (12) (43)
Balance at October 1, 2021 $ 6,491 $ 5,209 $ 4,153 $ 2,354 $ 18,207
Balance at January 3, 2020 $ 5,768 $ 5,131 $ 4,243 $ 4,859 $ 20,001
Goodwill decrease from divestitures(1)
— (2) (9) (530) (541)
Impairment of goodwill — (5) — (364) (369)
Currency translation adjustments (3) (4) (2) 1 (8)
Other (including adjustments to previously estimated fair value of assets acquired and liabilities assumed) 740 112 (82) (861) (91)
Balance at October 2, 2020 $ 6,505 $ 5,232 $ 4,150 $ 3,105 $ 18,992


(In millions)	Integrated Mission Systems		Space & Airborne Systems		Communication Systems		Aviation Systems(1)		Total

Balance at December 31, 2021 - As Reported	$	6,485	$	5,202	$	4,153	$	2,349	$	18,189
Reallocation of goodwill in segment reorganization(1)	1,702		647		—		(2,349)		—
Balance at December 31, 2021 - After Reallocation	8,187		5,849		4,153		—		18,189

Currency translation adjustments	(13)		(33)		—		—		(46)

Balance at July 1, 2022	$	8,174	$	5,816	$	4,153	$	—	$	18,143

_______________

(1)~~During the three quarters ended October~~As a result of our new organizational structure, effective January 1, 2022, streamlining our operations from 4 business segments to 3 business segments, we reallocated goodwill previously held by our former Aviation Systems segment to our remaining business segments as of January 1, 2021, ~~we completed~~ the ~~divestitures of our CPS business, military training business, Electron Devices business~~earliest period presented in these Notes. See additional information below and ~~VSE disposal group~~“Segment Reorganization” in. Note A — Significant Accounting Policies and derecognized $553 million of goodwill as part of determining the gain or loss on the sales of these businesses. During the three quarters ended October 2, 2020, we completed the divestitures of our airport security and automation business, Applied Kilovolts business and EOTech business and derecognized $541 million of goodwill as part of determining the gain or loss on the sales of these businesses.

~~(2)~~During the three quarters ended October 1, 2021, we assigned $11 million of goodwill associated with pending divestitures to “Assets of businesses held for sale” in our Condensed Consolidated Balance Sheet (Unaudited). See ~~Note B — Business Divestitures~~Recent Accounting Standards in these ~~Notes for additional information.~~Notes.

Fair Value of Businesses

Segment reorganization: We implemented a new organizational structure effective January 1, 2022, resulting in changes to our operating segments, which are also our reportable segments and are referred to as our business segments. The new structure streamlined our business segments from 4 to 3 business segments. As a result of the segment reorganization, we realigned

1210

our reporting units from 11 to 9 reporting units, which are our business segments or one level below the business segment. For our realigned reporting units, immediately before and after our goodwill assignments, we completed an assessment of any potential goodwill impairment under our former and new reporting unit structure and determined that no impairment existed.

CPS ~~Business Impairment.~~business impairment: During the quarter ended April 2, 2021, we determined the criteria to be classified as held for sale were met with respect to the CPS business within our ~~Aviation Systems~~other non-reportable business segment and assigned $174 million of goodwill to the disposal group on a relative fair value basis. In connection with the preparation of our financial statements for the quarter ended April 2, 2021, we concluded that goodwill related to the CPS business was impaired and we recorded a non-cash impairment charge of $62 million, which is included in the “Impairment of goodwill and other assets” line item in our Condensed Consolidated Statement of Income (Unaudited).

See Note ~~B —~~1: Significant Accounting Policies and Recent Accounting Standards and Note 3: Business Divestitures and Asset Sales in ~~these~~the Notes to Consolidated Financial Statements in our Fiscal 2021 Form 10-K for additional ~~information.~~

~~Commercial Aviation Solutions Impairment.~~ Indications of potential impairment of goodwill related to our Commercial Aviation Solutions sector (which is part of our Aviation Systems segment) were present at April 3, 2020 due to COVID and its impact on global air traffic and customer operations, resulting in a decrease in fiscal 2020 outlook for the sector, which we considered to be a triggering event requiring an interim impairment test. Consequently, in connection with the preparation of our financial statements for the quarter ended April 3, 2020, we performed a quantitative impairment test. To test for potential impairment of goodwill related to Commercial Aviation Solutions sector, we prepared an estimate ofinformation regarding the fair value ~~of the sector based on a combination of market-based valuation techniques, utilizing quoted market prices~~hierarchy and comparable publicly reported transactions, and projected discounted cash flows. Our methodology for determining the fair value of the sector 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 adverse global economic and market conditions attributable to COVID, including projected declines and subsequent recovery in commercial air traffic and original equipment manufacturer production volumes, continued to develop during fiscal 2020, we continued to monitor for facts and circumstances that could negatively impact key valuation assumptions in determining the fair value of Commercial Aviation Solutions, including valuations, expectations regarding the timing of a return to pre-COVID commercial flight activity and the associated level of uncertainty, long-term revenue and profitability projections, discount rates and general industry, market and macroeconomic conditions. As a result, we determined indications of further impairment of assets related to Commercial Aviation Solutions existed as of July 3, 2020.

As a result of these impairment tests, we concluded that goodwill related to our Commercial Aviation Solutions sector was impaired as of April 3, 2020 and July 3, 2020, and we recorded non-cash impairment charges of $296 million and $54 million, respectively (including $28 million and $8 million, respectively, attributable to noncontrolling interest), which are included in the “Impairment of goodwill and other assets” line item in our Condensed Consolidated Statement of Income (Unaudited) for the three quarters ended October 2, 2020. The goodwill impairment charges were primarily not deductible for tax purposes. There was no impairment of goodwill for the quarter ended October 2, 2020.

~~Applied Kilovolts~~ business ~~impairment~~. During the quarter ended April 3, 2020, we determined the criteria to be classified as held for sale were met with respect to the Applied Kilovolts business within our Space and Airborne Systems segment and assigned $6 million of goodwill to the Applied Kilovolts business on a relative fair value basis. In connection with the preparation of our financial statements for the quarter ended April 3, 2020, we concluded that goodwill related to the Applied Kilovolts 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 Condensed Consolidated Statement of Income (Unaudited) for the three quarters ended October 2, 2020.divestitures, respectively.

~~VSE Disposal Group Impairment~~. During the quarter ended July 3, 2020, we determined the criteria to be classified as held for sale were met with respect to the VSE disposal group within our Aviation Systems segment and assigned $14 million of goodwill to the VSE disposal group on a relative fair value basis. In connection with the preparation of our financial statements for the quarter ended July 3, 2020, we concluded that goodwill related to the VSE disposal group was impaired and recorded a non-cash impairment charge of $14 million, which is included in the “Impairment of goodwill and other assets” line item in our Condensed Consolidated Statement of Income (Unaudited) for the three quarters ended October 2, 2020.

~~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 customer relationships is determined, as of the date of acquisition, based on estimates and judgments regarding expectations for the estimated future after-tax earnings and cash flows arising from the follow-on sales expected from the customer relationships over the 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. We assess the recoverability of the carrying value of our finite-lived identifiable 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 identifiable intangible

~~assets annually, or under certain circumstances more frequently, such as when events and circumstances indicate there may be an impairment.~~

~~Commercial Training Solutions Impairment.~~CTS impairment: During the quarter ended July 2, 2021, we adjusted our Aviation Systems segment reporting to better align our businesses and separated the ~~Commercial Training Solutions (“CTS”)~~CTS business from our Commercial Aviation Solutions reporting unit, creating a new reporting unit within the Commercial Aviation Solutions sector of our Aviation Systems segment. Immediately before and after our goodwill assignments, we completed an assessment of any potential goodwill impairment under our former and new reporting unit structure and determined that no impairment existed.

To test for potential impairment of the long-lived assets, including identifiable intangible assets and property, plant and equipment, related to CTS, we compared the estimated future cash flows (on an undiscounted basis) to be generated from the use and hypothetical eventual disposition of the asset group to its carrying value and, as a result, we determined the carrying value of the CTS asset group was not recoverable. Next, we prepared an estimate of the fair value of CTS based on a combination of market-based valuation techniques, utilizing quoted market prices and comparable publicly reported transactions and projected discounted cash flows. We compared the fair value of CTS to our carrying value and recorded a $145 million non-cash charge for the impairment of CTS long-lived assets, including $63 million for impairment of identifiable intangible assets, which is included in the “Impairment of goodwill and other assets” line item in our Condensed Consolidated Statement of Income (Unaudited) for the ~~three~~quarter and two quarters ended ~~October 1,~~July 2, 2021. See Note H — Property, Plant and Equipment, net in these Notes for additional information.

~~Identifiable intangible assets are summarized below:~~

October 1, 2021 January 1, 2021
(In millions) Gross
Carrying
Amount Accumulated Amortization
Net Carrying Amount(1)
Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Customer relationships $ 6,200 $ 1,579 $ 4,621 $ 6,863 $ 1,257 $ 5,606
Developed technologies 601 304 297 653 261 392
Contract backlog 13 13 — 19 17 2
Trade names — divisions 108 54 54 129 45 84
Other 3 3 — 3 3 —
Total identifiable intangible assets subject to amortization 6,925 1,953 4,972 7,667 1,583 6,084
In-process research and development 21 — 21 21 — 21
Trade names — corporate 1,803 — 1,803 1,803 — 1,803
Total identifiable intangible assets $ 8,749 $ 1,953 $ 6,796 $ 9,491 $ 1,583 $ 7,908

~~_______________~~

~~(1)~~During the three quarters ended October 1, 2021, we derecognized $546 million of intangible assets associated with completed divestitures and reclassified $31 million of intangible assets associated with pending divestitures to “Assets of businesses held for sale” in our Condensed Consolidated Balance Sheet (Unaudited). See ~~Note B — Business Divestitures~~ ~~in these Notes for additional information regarding divestitures.~~

Amortization expense for identifiable intangible assets, which primarily relates to the all-stock merger between Harris Corporation and L3 Technologies, Inc. completed on June 29, 2019 (“L3Harris Merger”), was $156 million and $476 million for the quarter and three quarters ended October 1, 2021, respectively, and was $179 million and $546 million for the quarter and three quarters ended October 2, 2020, respectively.

~~Future estimated amortization expense for identifiable intangible assets subject to amortization is as follows:~~


	~~(In millions)~~

~~Year 1~~	$	~~608~~
~~Year 2~~	~~602~~
~~Year 3~~	~~574~~
~~Year 4~~	~~529~~
~~Year 5~~	~~477~~
~~Thereafter~~	~~2,182~~
~~Total~~	$	~~4,972~~

~~Note~~NOTE J — ~~Accrued Warranties~~ACCRUED WARRANTIES

Our liability for standard product warranties 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~~two quarters ended ~~October~~July 1, ~~2021~~2022 were as follows:

(In millions)

Balance at ~~January 1,~~December 31, 2021

~~133~~117

~~Decrease from divestitures~~

~~(5)~~

Accruals for product warranties issued during the period

3220

Settlements made during the period

~~(37)~~(35)

Other, including foreign currency translation adjustments

~~(2)~~(5)

Balance at ~~October~~July 1, ~~2021~~2022

~~121~~97

~~Note K — Postretirement Benefit Plans~~

NOTE K— 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 October 1, 2021 Three Quarters Ended October 1, 2021
(In millions) Pension Other Benefits Pension Other Benefits
Net periodic benefit income
Service cost $ 16 $ 1 $ 52 $ 2
Interest cost 47 1 139 4
Expected return on plan assets (155) (5) (467) (15)
Amortization of net actuarial loss 7 — 26 —
Amortization of prior service credit (cost) (7) 1 (21) 1
Net loss from curtailments and settlements 7 — 4 —
Net periodic benefit income $ (85) $ (2) $ (267) $ (8)

Quarter Ended October 2, 2020 Three Quarters Ended October 2, 2020
(In millions) Pension Other Benefits Pension Other Benefits
Net periodic benefit income
Service cost $ 17 $ — $ 49 $ 1
Interest cost 68 3 205 7
Expected return on plan assets (158) (5) (473) (15)
Amortization of net actuarial loss (gain) 2 (1) 7 (2)
Amortization of prior service credit (7) — (21) —
Contractual termination cost(1)
— — 1 —
Net periodic benefit income $ (78) $ (3) $ (232) $ (9)
~~_______________~~

~~(1)~~For the three quarters ended October 2, 2020, includes contractual termination benefits related to facility rationalization as part of restructuring activities in connection with the L3Harris Merger integration. See ~~Note 4: “Restructuring and Other Exit Costs”~~ ~~in the Notes to Consolidated Financial Statements in our Fiscal 2020 Form 10-K for further information.~~


	Quarter Ended July 1, 2022				Two Quarters Ended July 1, 2022
(In millions)	Pension		Other Benefits		Pension		Other Benefits

Net periodic benefit income
Operating
Service cost	$	12	$	—	$	22	$	1
Non-operating
Interest cost	55		2		110		4
Expected return on plan assets	(156)		(6)		(312)		(11)
Amortization of net actuarial loss (gain)	3		(2)		5		(4)
Amortization of prior service (credit) cost	(8)		1		(14)		1


Non-service cost periodic benefit income	(106)		(5)		(211)		(10)
Net periodic benefit income	$	(94)	$	(5)	$	(189)	$	(9)

	Quarter Ended July 2, 2021				Two Quarters Ended July 2, 2021
(In millions)	Pension		Other Benefits		Pension		Other Benefits

Net periodic benefit income
Operating
Service cost	$	18	$	—	$	36	$	1
Non-operating
Interest cost	46		2		92		3
Expected return on plan assets	(157)		(5)		(312)		(10)
Amortization of net actuarial loss	10		—		19		—
Amortization of prior service credit	(7)		—		(14)		—

Effect of curtailments or settlements	(3)		—		(3)		—
Non-service cost periodic benefit income	(111)		(3)		(218)		(7)
Net periodic benefit income	$	(93)	$	(3)	$	(182)	$	(6)

During the quarter ~~and three quarters~~ ended ~~October 1,~~July 2, 2021, we ~~reduced our~~undertook an initiative to de-risk pension ~~benefit~~ obligations by purchasing a group annuity ~~policies~~policy and transferring approximately ~~$81~~$169 million ~~and $250 million, respectively,~~ of pension plan assets to an insurance company thereby reducing our defined benefit obligations by approximately ~~$81 million and $250 million, respectively.~~$169 million. As a result of the annuity ~~purchases,~~purchase, we recognized a pre-tax ~~losses~~Financial Accounting Standard settlement gain of ~~$7 million and $4~~$3 million in the quarter ~~and three quarters~~ ended ~~October 1,~~July 2, 2021, ~~respectively,~~ which ~~are~~is included as a component of the “Non-operating income” line item in our Condensed Consolidated Statement of Income (Unaudited).

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 benefit 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~~.

We made no material contributions to our U.S. qualified defined benefit pension plans during the ~~“Engineering, selling and administrative expenses” line item in our Condensed Consolidated Statement of Income (Unaudited).~~

quarter or two quarters ended July 1, 2022 or July 2, 2021. As a result of prior voluntary contributions, we are ~~not~~0t required to make any contributions to these plans during ~~the remainder of~~ fiscal ~~2021~~2022 and for several years thereafter.

~~Note L — Earnings Per Share~~NOTE L— EARNINGS PER SHARE

Income from continuing operations per common share attributable to L3Harris common shareholders (“EPS”) is computed using the two-class method, which is an earnings allocation formula that determines EPS for common stock and any participating securities according to dividends paid and participation rights in undistributed earnings. Under the two-class method, EPS is computed by dividing the sum of earnings distributed to L3Harris common shareholders and undistributed earnings allocated to L3Harris common shareholders by the weighted-average number of common shares outstanding for the period. Income from

continuing operations per diluted common share attributable to L3Harris common shareholders (“diluted EPS”) is computed using the more dilutive of the two-class method or the treasury stock method. Under the treasury stock method, diluted EPS is computed by dividing net income attributable to L3Harris common shareholders by the weighted-average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted-average shares outstanding during the period.

The weighted average number of shares outstanding used to compute EPS and diluted EPS are as follows:


		Quarter Ended		Three Quarters Ended			Quarter Ended		Two Quarters Ended
(In millions)	(In millions)	October 1, 2021	October 2, 2020	October 1, 2021	October 2, 2020	(In millions)	July 1, 2022	July 2, 2021	July 1, 2022	July 2, 2021

Basic weighted average common shares outstanding	Basic weighted average common shares outstanding	199.5	213.4	203.3	215.5	Basic weighted average common shares outstanding	192.1	203.6	192.6	205.2
Impact of dilutive share-based awards	Impact of dilutive share-based awards	2.1	1.7	1.9	1.8	Impact of dilutive share-based awards	1.9	2.0	1.9	1.9
Diluted weighted average common shares outstanding	Diluted weighted average common shares outstanding	201.6	215.1	205.2	217.3	Diluted weighted average common shares outstanding	194.0	205.6	194.5	207.1

Potential dilutive common shares primarily consist of employee stock options and restricted ~~stock units~~ and performance ~~stock units. The anti-dilutive impact of weighted average share-based awards outstanding for the quarter ended October 1, 2021 was immaterial.~~unit awards. Diluted EPS excludes the ~~anti-dilutive~~antidilutive impact of ~~1.1 million weighted average share-based awards outstanding for the three quarters ended October 1, 2021 and 1.5~~0.4 million and ~~1.3~~0.3 million weighted average share-based awards outstanding for the quarter and ~~three~~two quarters ended ~~October~~July 1, 2022, respectively, and 1.7 million and 1.6 million weighted average share-based awards outstanding for the quarter and two quarters ended and July 2, ~~2020,~~2021, respectively.

~~Note M — Non-Operating Income~~

~~The components of non-operating income were as follows:~~

Quarter Ended Three Quarters Ended
(In millions) October 1, 2021 October 2, 2020 October 1, 2021 October 2, 2020
Non-service cost components of net periodic benefit income(1)
$ 104 $ 97 $ 329 $ 292
Impairment of equity method investment — — (35) —
Other 7 (1) 20 4
Total non-operating income $ 111 $ 96 $ 314 $ 296
~~______________~~

~~(1)~~NOTE M— INCOME TAXESNon-service cost components of net periodic benefit income recorded in the “Non-operating income” line item in our Condensed Consolidated Statement of Income (Unaudited) include interest cost, expected return on plan assets, amortization of net actuarial gain and effect of curtailments or settlements under our pension and postretirement benefit plans.

~~Note N — Income Taxes~~

Our effective tax rate (income taxes as a percentage of income from continuing operations before income taxes) was ~~18.3 percent~~10.5% for the quarter ended ~~October~~July 1, ~~2021~~2022 compared with ~~16.8 percent~~29.0% for the quarter ended ~~October~~July 2, ~~2020. During~~2021. For the quarter ended ~~October~~July 1, 2022, our effective tax rate benefited from the favorable impacts of Research and Development (“R&D”) credits, incremental foreign-derived intangible income (“FDII”) benefit resulting from the requirement to capitalize and amortize R&D expenses beginning in fiscal 2022 and the resolution of specific audit uncertainties. For the quarter ended July 2, 2021, our effective tax rate was unfavorably impacted by non-deductible goodwill from completed business divestitures, ~~and the unfavorable impact of valuation allowances in certain foreign jurisdictions,~~ partially offset by the favorable ~~impact~~impacts of ~~research and development (“~~R~~&D”)~~&D credits, ~~favorable adjustments upon finalization of our Federal tax return,~~ the ~~favorable impact of excess tax benefits related to equity-based compensation and the favorable~~ resolution of specific audit uncertainties. During the quarter ended October 2, 2020, our effective tax rate benefited from favorable adjustments upon finalization of our Federal tax returns, including the favorable impact of a net reduction in our uncertain tax position balance.

Our effective tax rate was 19.8 percent for the three quarters ended October 1, 2021 compared with 15.9 percent for the three quarters ended October 2, 2020. Our effective tax rate for the three quarters ended October 1, 2021 was impacted by the items described above for the quarter ended October 1, 2021. In addition to the items noted above for the quarter ended October 2, 2020, our effective tax rate for the three quarters ended October 2, 2020 benefited from the favorable impact of R&D creditsuncertainties, and excess tax benefits related to equity-based ~~compensation, partially offset~~compensation.

Our effective tax rate was 10.9% for the two quarters ended July 1, 2022 compared with 20.6% for the two quarters ended July 2, 2021. Our effective tax rate for the two quarters ended July 1, 2022 was favorably impacted by a reduction in the deferred tax liabilities on the outside basis of certain foreign subsidiaries due to an internal restructuring and the items described above in this Note M - Income Taxes. Our effective tax rate for the two quarters ended July 2, 2021 were impacted by the ~~unfavorable impact of non-deductible goodwill impairment charges.~~items described above in this Note M - Income Taxes.

~~Note O — Fair Value Measurements~~NOTE N— FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received for an asset or the price that would be paid to transfer a liability in the principal market or most advantageous market 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.

1713

The following table presents assets and liabilities measured at fair value on a recurring basis (at least annually) at ~~October~~July 1, ~~2021~~2022 and ~~January 1,~~December 31, 2021:


		October 1, 2021						January 1, 2021					July 1, 2022				December 31, 2021
(In millions)	(In millions)	Total		Level 1		Level 2			Total		Level 1			Level 2		(In millions)	Total		Level 1		Total		Level 1

Assets	Assets															Assets
Deferred compensation plan assets:(1)
Equity and fixed-income securities		$	72	$	72	$	—		$	67	$	67		$	—
Deferred compensation plan assets(1)																Deferred compensation plan assets(1)
Equity and fixed income securities																Equity and fixed income securities	$	62	$	62	$	77	$	77
Investments measured at NAV:	Investments measured at NAV:															Investments measured at NAV:

Corporate-owned life insurance	Corporate-owned life insurance	34							31							Corporate-owned life insurance	33				35

Total fair value of deferred compensation plan assets	Total fair value of deferred compensation plan assets	$	106	$	72	$	—		$	98	$	67		$	—	Total fair value of deferred compensation plan assets	$	95			$	112

Derivatives (foreign currency forward contracts)		$	8	$	—	$	8		$	24	$	—		$	24

Liabilities	Liabilities															Liabilities
Deferred compensation plan liabilities:(2)
Deferred compensation plan liabilities(2)																Deferred compensation plan liabilities(2)
Equity securities and mutual funds	Equity securities and mutual funds	$	6	$	6	$	—		$	4	$	4		$	—	Equity securities and mutual funds	$	7	$	7	$	6	$	6
Investments measured at NAV:	Investments measured at NAV:															Investments measured at NAV:
Common/collective trusts and guaranteed investment contracts	Common/collective trusts and guaranteed investment contracts	153							116							Common/collective trusts and guaranteed investment contracts	159				177
Total fair value of deferred compensation plan liabilities	Total fair value of deferred compensation plan liabilities	$	159	$	6	$	—		$	120	$	4		$	—	Total fair value of deferred compensation plan liabilities	$	166			$	183
Derivatives (foreign currency forward contracts)		$	5	$	—	$	5		$	4	$	—		$	4

_______________

(1)Represents diversified assets held in a ~~“rabbi trust”~~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.

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):


		October 1, 2021				January 1, 2021					July 1, 2022				December 31, 2021
(In millions)	(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value

Long-term debt (including current portion)(1)	Long-term debt (including current portion)(1)	$	7,064	$	7,814	$	6,953	$	7,986	Long-term debt (including current portion)(1)	$	7,044	$	6,836	$	7,059	$	7,701

_______________

(1)~~Fair~~The 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~~was measured at fair value, it would be categorized in Level 2 of the fair value hierarchy.

See Note ~~B — Business Divestitures~~ ~~and~~ ~~Note~~ I — Goodwill and Other Intangible Assets in these Notes and Note 3: Business Divestitures and Asset Sales in the Notes to Consolidated Financial Statements in our Fiscal 2021 Form 10-K for additional information regarding fair value measurements associated with goodwill.

~~Note P — Derivative Instruments and Hedging Activities~~NOTE O— 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. 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.

~~Exchange-Rate~~Exchange Rate Risk — Cash Flow ~~Hedges.~~ Hedges

To manage our exposure to currency risk and market fluctuation risk associated with anticipated cash flows that are probable of occurring in the future, we implement 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 hedge U.S. Dollar payments to suppliers to maintain our anticipated profit margins in our international operations. These 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 (loss). 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 ~~October~~July 1, 2022, we had open foreign currency forward contracts with an aggregate notional amount of $262 million, hedging certain forecasted transactions denominated in Canadian Dollars, U.S. Dollars, British Pounds, Euros and Australian Dollars. At December 31, 2021, we had open foreign currency forward contracts with an aggregate notional amount of $520 million, hedging certain forecasted transactions denominated in U.S. Dollars, Canadian Dollars, British Pounds, Australian Dollars and Euros. At January 1, 2021, we had open foreign currency forward contracts with an aggregate notional amount of $488$328 million, hedging certain forecasted transactions denominated in U.S. Dollars, Canadian Dollars, British Pounds, Euros ~~Australian Dollars~~ and ~~New Zealand~~Australian Dollars.

At ~~October~~July 1, ~~2021,~~2022, our foreign currency forward contracts had maturities through 2025.

The following table presents the fair values of our derivatives designated as foreign currency hedging instruments in our Condensed Consolidated Balance Sheet (Unaudited) at ~~October~~July 1, ~~2021~~2022 and ~~January 1,~~December 31, 2021:


(In millions)	(In millions)	October 1, 2021		January 1, 2021		(In millions)	July 1, 2022		December 31, 2021

Derivatives designated as hedging instruments:

Foreign currency forward contracts(1)	Foreign currency forward contracts(1)					Foreign currency forward contracts(1)
Other current assets	Other current assets	$	7	$	21	Other current assets	$	2	$	2
Other non-current assets	Other non-current assets	1		3		Other non-current assets	1		1
Other accrued items	Other accrued items	4		4		Other accrued items	9		5
Other long-term liabilities	Other long-term liabilities	1		—		Other long-term liabilities	1		—

_______________

(1)See Note ON — Fair Value Measurements in these Notes for a description of the fair value hierarchy related to our foreign currency forward contracts.

Net unrealized gains or losses recognized in other comprehensive loss were a loss of $10 million and a gain of $5 million for the quarter ended October 1, 2021 and October 2, 2020, respectively, and not material for the three quarters ended October 1, 2021 or October 2, 2020, respectively.

The net gains reclassified from AOCI into earnings from foreign currency derivatives designated as cash flow hedges were $4 million and $19 million, respectively, during the quarter and three quarters ended October 1, 2021 and were not material during the quarter and three quarters ended October 2, 2020. At October 1, 2021, the estimated amount of existing net gains to be reclassified into earnings within the next twelve months was $2 million.

Gains and losses from foreign currency derivatives designated as cash flow hedges are included in the line item in our Condensed Consolidated Statement of Income (Unaudited) associated with the hedged transaction, with the exception of ~~any~~the losses resulting from discontinued cash flow hedges, which are included in the “Engineering, selling and administrative expenses” line item in our Condensed Consolidated Statement of Income (Unaudited).

~~Note Q — Changes in Estimates~~NOTE P— CHANGES IN ESTIMATES

Under the POC cost-to-cost method of revenue recognition, a single estimated profit margin is used to recognize profit for each performance obligation over its period of performance. Recognition of profit on a contract requires estimates of the total cost at completion and transaction price and the measurement of progress towards completion. Due to the long-term nature of many of our contracts, developing the estimated total cost at completion and total transaction price often requires judgment. Factors that must be considered in estimating the cost of the work to be completed include the nature and complexity of the work to be performed, subcontractor performance and the risk and impact of delayed performance. Factors that must be considered in estimating the total transaction price include contractual cost or performance incentives (such as incentive fees, award fees and penalties) and other forms of variable consideration as well as our historical experience and our expectation for performance on the contract. 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.

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 had the following impact to earnings for the periods presented:


		Quarter Ended				Three Quarters Ended					Quarter Ended				Two Quarters Ended
(In millions, except per share amounts)	(In millions, except per share amounts)	October 1, 2021		October 2, 2020		October 1, 2021		October 2, 2020		(In millions, except per share amounts)	July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021

Net EAC adjustments, before income taxes	Net EAC adjustments, before income taxes	$	85	$	99	$	247	$	300	Net EAC adjustments, before income taxes	$	12	$	80	$	58	$	162
Net EAC adjustments, net of income taxes	Net EAC adjustments, net of income taxes	64		74		186		225		Net EAC adjustments, net of income taxes	9		60		44		122
Net EAC adjustments, net of income taxes, per diluted common share		0.32		0.34		0.91		1.03
Net EAC adjustments, net of income taxes, per diluted share										Net EAC adjustments, net of income taxes, per diluted share	0.05		0.29		0.23		0.59

Revenue recognized from performance obligations satisfied in prior periods was ~~$102~~$32 million and ~~$317~~$90 million for the quarter and ~~three~~two quarters ended ~~October~~July 1, ~~2021,~~2022, respectively, and ~~$121~~$107 million and ~~$359~~$215 million for the quarter and ~~three~~two quarters ended ~~October~~July 2, ~~2020,~~2021, respectively.

~~Note R — Backlog~~NOTE Q— 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 ~~October~~July 1, ~~2021,~~2022, our ending backlog was ~~$21.1~~$19.9 billion. We expect to recognize approximately ~~60 percent~~39% of the revenue associated with this backlog by the end of 2022 and approximately ~~77 percent~~68% by the end of 2023, with the remainder to be recognized thereafter. At ~~January 1,~~December 31, 2021, our ending backlog was ~~$21.7 billion, including $1.5 billion of backlog associated with businesses that were divested during the three quarters ended October 1, 2021.~~$21.1 billion.

~~Note S — Business Segment Information~~NOTE R— BUSINESS SEGMENT INFORMATION

Effective for fiscal 2022, which began January 1, 2022, we report our financial results in the following 3 reportable segments:

•Integrated Mission Systems, including multi-mission intelligence, surveillance and reconnaissance (“ISR”) systems; integrated electrical and electronic systems for maritime platforms; advanced electro-optical and infrared (“EO/IR”) solutions; fuzing and ordnance systems; commercial aviation products; and commercial pilot training operations;

•Space & Airborne Systems, including space payloads, sensors and full-mission solutions; classified intelligence and cyber; avionics; electronic warfare; and mission networks for air traffic management operations; and

•Communication Systems, including tactical communications with global communications solutions; broadband communications; integrated vision solutions; and public safety radios, system applications and equipment.

We structure our operations primarily around the products, systems and services we sell and the markets we ~~serve, and~~serve. Effective January 1, 2022, we ~~report~~have streamlined our business segments from 4 business segments to 3 business segments. As a result of the ~~financial results~~segment reorganization, the Aviation Systems segment was eliminated as a business segment. As part of our ~~continuing~~new business segment structure, the ongoing operations inthat had been part of our former Aviation Systems segment were integrated into the ~~following 4 operating segments, which are also~~remaining segments. Fuzing and ordnance systems, commercial aviation products and commercial pilot training operations were moved into our ~~reportable segments and are referred to as our business segments:~~

•Integrated Mission Systems including multi-mission intelligence, surveillance and reconnaissance (“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; public safety radios, system applications and equipment; and global communications solutions; and

•~~Aviation Systems, including defense aviation; commercial aviation products; commercial pilot training;~~segment; and mission networks for air traffic ~~management.~~management operations was moved into our Space & Airborne Systems segment.

See Note B — Business Divestitures and Asset Sales in these Notes for information relating to businesses divested ~~or classified as held for sale in fiscal 2020~~ and asset sales during the quarter and two quarters ended July 1, 2022 and July 2, 2021.

The accounting policies of our business segments are the same as those described in Note 1: “Significant Accounting Policies” in the Notes to Consolidated Financial Statements in our Fiscal ~~2020~~2021 Form 10-K. We evaluate each business segment’s performance based on its operating income or loss, which we define as profit or loss from operations before income taxes, including CAS pension ~~income~~cost 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 recognizes a profit that is eliminated. The “Corporate eliminations” line item in the table below represents the elimination of intersegment sales. Corporate expenses are primarily allocated to our business segments using an allocation methodology prescribed by U.S. Government regulations

for government contractors. The unallocated items in the table below represent the portion of corporate expenses not allocated to our business segments and elimination of intersegment profits.

In accordance with CAS, we allocate a portion of pension and other postretirement benefit plan costs to our U.S. Government contracts. However, our consolidated financial statements require pension and other postretirement benefit plan income or expense be calculated in accordance with FAS requirements under GAAP. The ~~“Pension~~“FAS/CAS operating adjustment” line item in the table below represents the ~~reconciliation~~difference between the service cost component of ~~the~~FAS pension and OPEB expense and total CAS

pension and OPEB cost. The net non-service cost components of ~~net periodic~~FAS pension and ~~postretirement benefit costs, which~~OPEB income are aincluded as an income component ~~of segment operating income but are included~~ in the “Non-operating income” line item in our Condensed Consolidated Statement of Income (Unaudited). ~~The~~See Note K — Postretirement Benefit Plans for more information on the composition of non-service components of ~~net periodic~~FAS pension and ~~postretirement benefit costs include interest cost, expected return on plan assets, amortization of net actuarial gain or loss,~~OPEB income and ~~effect of curtailments or settlements.~~expense.

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 Three Quarters Ended
(In millions) October 1, 2021 October 2, 2020 October 1, 2021 October 2, 2020
Revenue
Integrated Mission Systems $ 1,336 $ 1,372 $ 4,281 $ 4,073
Space and Airborne Systems 1,284 1,249 3,807 3,690
Communication Systems 1,030 1,094 3,269 3,300
Aviation Systems 625 792 2,248 2,603
Corporate eliminations (46) (44) (141) (132)
Total revenue $ 4,229 $ 4,463 $ 13,464 $ 13,534
Income From Continuing Operations Before Income Taxes
Segment Operating Income (Loss):
Integrated Mission Systems $ 222 $ 213 $ 691 $ 638
Space and Airborne Systems 242 231 735 687
Communication Systems 271 273 839 788
Aviation Systems 90 100 253 (46)
825 817 2,518 2,067
Unallocated Items:
L3Harris Merger-related integration expenses (34) (27) (75) (95)
Amortization of acquisition-related intangibles(1)
(155) (176) (475) (529)
Additional cost of sales related to fair value step-up in
inventory sold — — — (31)
Business divestiture-related gains (losses) 27 (10) 192 (62)
Other items (8) (2) (61) (19)
Impairment of goodwill and other assets — — (125) (19)
Unallocated corporate department expense (2) (21) (59) (51)
(172) (236) (603) (806)
Pension adjustment (111) (97) (336) (292)
Non-operating income, net 111 96 314 296
Interest expense, net (67) (62) (198) (190)
Total income from continuing operations before income taxes $ 586 $ 518 $ 1,695 $ 1,075


	Quarter Ended				Two Quarters Ended
(In millions)	July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021

Revenue
Integrated Mission Systems	$	1,673	$	1,792	$	3,394	$	3,543
Space & Airborne Systems	1,498		1,510		2,948		2,970
Communication Systems	993		1,127		1,956		2,239
Other non-reportable businesses	—		282		—		566
Corporate eliminations	(29)		(43)		(60)		(83)
Total revenue	$	4,135	$	4,668	8,238		$	9,235

Income from Continuing Operations before Income Taxes
Segment Operating Income:
Integrated Mission Systems	$	217	$	142	$	472	$	376
Space & Airborne Systems	195		204		367		396
Communication Systems	238		276		467		546
Other non-reportable businesses	—		41		—		93
	650		663		1,306		1,411
Unallocated Items:
Unallocated corporate department income (expense), net(1)	17		(23)		14		(54)
L3Harris Merger-related transaction, integration and other expenses and losses	(26)		(21)		(49)		(44)
Amortization of acquisition-related intangibles(2)	(151)		(156)		(303)		(320)
Business divestiture-related gains, net	—		180		—		165
Impairment of goodwill and other assets	—		(63)		—		(125)
Gain on sale of asset group	8		—		8		—
Other divestiture-related expenses	(35)		(49)		(37)		(56)
FAS/CAS operating adjustment(3)	21		30		43		60
	(166)		(102)		(324)		(374)
Non-operating income	108		86		214		203
Net interest expense	(67)		(65)		(135)		(131)
Income from continuing operations before income taxes	$	525	$	582	$	1,061	$	1,109

_______________

(1)For the quarter and two quarters ended July 1, 2022, includes $10 million of income from our deferred compensation plans and $7 million of income from sale of intellectual property. For the quarter ended July 2, 2021 includes $8 million of loss related to our deferred compensation plans. For the two quarters ended July 2, 2021, includes a $15 million accrual for a value added tax obligation and $8 million of loss related to our deferred compensation plans.

(2)Includes amortization of identifiable intangible assets acquired as a result of the all-stock merger between Harris Corporation and L3 Technologies, Inc. (the “L3Harris Merger”) and the acquisition of Exelis Inc. (“Exelis”). Because the L3Harris Merger and the acquisition of Exelis ~~Inc., which~~ benefited the entire Company as opposed to any individual ~~segment; therefore,~~segment, the amortization of identifiable intangible assets acquired was not allocated to any segment.

(3)Represents the difference between the service cost component of FAS pension and OPEB income and total CAS pension and OPEB cost and replaces the “Pension adjustment” line item previously presented, which included the non-service components of FAS pension and OPEB income. See Net FAS/CAS operating adjustment table below.

The table below is a reconciliation of the FAS/CAS operating adjustment:



	Quarter Ended				Two Quarters Ended
(In millions)	July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021

FAS pension service cost	$	(12)	$	(18)	$	(23)	$	(37)
Less: CAS pension cost	(33)		(48)		(66)		(97)
FAS/CAS operating adjustment	21		30		43		60
Non-service FAS pension income	111		111		221		222


FAS/CAS pension adjustment, net(1)	$	132	$	141	$	264	$	282

_______________

(1)FAS/CAS pension adjustment, net excludes net settlement and curtailment losses recognized in fiscal 2021.

Disaggregation of Revenue

We disaggregate revenue for all 43 business segments by customer relationship, contract type and geographical region. We believe these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

~~Integrated Mission Systems:~~ Integrated Mission Systems revenue was primarily derived from U.S. Government development and production contracts and was generally recognized over time using the POC cost-to-cost revenue recognition method.


		Quarter Ended				Three Quarters Ended					Quarter Ended
(In millions)	(In millions)	October 1, 2021		October 2, 2020		October 1, 2021		October 2, 2020		(In millions)	July 1, 2022						July 2, 2021
											Integrated Mission Systems		Space & Airborne Systems		Communication Systems		Integrated Mission Systems		Space & Airborne Systems		Communication Systems

Revenue By Customer Relationship	Revenue By Customer Relationship									Revenue By Customer Relationship
Prime contractor	Prime contractor	$	906	$	908	$	2,933	$	2,715	Prime contractor	$	1,082	$	942	$	690	$	1,185	$	921	$	783
Subcontractor	Subcontractor	414		452		1,303		1,321		Subcontractor	577		550		294		594		587		330
Intersegment	Intersegment	16		12		45		37		Intersegment	14		6		9		13		2		14
		$	1,336	$	1,372	$	4,281	$	4,073		$	1,673	$	1,498	$	993	$	1,792	$	1,510	$	1,127
Revenue By Contract Type	Revenue By Contract Type									Revenue By Contract Type
Fixed-price(1)	Fixed-price(1)	$	988	$	1,039	$	3,227	$	3,060	Fixed-price(1)	$	1,230	$	898	$	833	$	1,350	$	941	$	954
Cost-reimbursable	Cost-reimbursable	332		321		1,009		976		Cost-reimbursable	429		594		151		429		567		159
Intersegment	Intersegment	16		12		45		37		Intersegment	14		6		9		13		2		14
		$	1,336	$	1,372	$	4,281	$	4,073		$	1,673	$	1,498	$	993	$	1,792	$	1,510	$	1,127
Revenue By Geographical Region	Revenue By Geographical Region									Revenue By Geographical Region
United States	United States	$	1,016	$	1,086	$	3,070	$	3,205	United States	$	1,223	$	1,311	$	631	$	1,282	$	1,315	$	786
International	International	304		274		1,166		831		International	436		181		353		497		193		327
Intersegment	Intersegment	16		12		45		37		Intersegment	14		6		9		13		2		14
		$	1,336	$	1,372	$	4,281	$	4,073		$	1,673	$	1,498	$	993	$	1,792	$	1,510	$	1,127

											Two Quarters Ended
(In millions)										(In millions)	July 1, 2022						July 2, 2021
											Integrated Mission Systems		Space & Airborne Systems		Communication Systems		Integrated Mission Systems		Space & Airborne Systems		Communication Systems

Revenue By Customer Relationship										Revenue By Customer Relationship
Prime contractor										Prime contractor	$	2,214	$	1,872	$	1,347	$	2,374	$	1,797	$	1,512
Subcontractor										Subcontractor	1,151		1,064		590		1,144		1,168		702
Intersegment										Intersegment	29		12		19		25		5		25
											$	3,394	$	2,948	$	1,956	$	3,543	$	2,970	$	2,239
Revenue By Contract Type										Revenue By Contract Type
Fixed-price(1)										Fixed-price(1)	$	2,507	$	1,762	$	1,631	$	2,644	$	1,855	$	1,894
Cost-reimbursable										Cost-reimbursable	858		1,174		306		874		1,110		320
Intersegment										Intersegment	29		12		19		25		5		25
											$	3,394	$	2,948	$	1,956	$	3,543	$	2,970	$	2,239
Revenue By Geographical Region										Revenue By Geographical Region
United States										United States	$	2,468	$	2,590	$	1,256	$	2,557	$	2,589	$	1,618
International										International	897		346		681		961		376		596
Intersegment										Intersegment	29		12		19		25		5		25
											$	3,394	$	2,948	$	1,956	$	3,543	$	2,970	$	2,239

_______________

(1)Includes revenue derived from time-and-materials contracts.

~~Space and Airborne Systems:~~ Space and Airborne Systems revenue was primarily derived from U.S. Government development and production contracts and was generally recognized over time using the POC cost-to-cost revenue recognition method.

Quarter Ended Three Quarters Ended
(In millions) October 1, 2021 October 2, 2020 October 1, 2021 October 2, 2020
Revenue By Customer Relationship
Prime contractor $ 753 $ 674 $ 2,169 $ 2,006
Subcontractor 527 570 1,630 1,673
Intersegment 4 5 8 11
$ 1,284 $ 1,249 $ 3,807 $ 3,690
Revenue By Contract Type
Fixed-price(1)
$ 717 $ 702 $ 2,172 $ 2,072
Cost-reimbursable 563 542 1,627 1,607
Intersegment 4 5 8 11
$ 1,284 $ 1,249 $ 3,807 $ 3,690
Revenue By Geographical Region
United States $ 1,122 $ 1,064 $ 3,284 $ 3,114
International 158 180 515 565
Intersegment 4 5 8 11
$ 1,284 $ 1,249 $ 3,807 $ 3,690

~~_______________~~

~~(1)Includes revenue derived from time-and-materials contracts.~~

~~Communication Systems:~~ Communication Systems revenue was primarily derived from fixed-price contracts and was generally recognized at the point in time when products were received and accepted by the customer for standard products offered to multiple customers and over time for customer-specific products, systems and services.

Quarter Ended Three Quarters Ended
(In millions) October 1, 2021 October 2, 2020 October 1, 2021 October 2, 2020
Revenue By Customer Relationship
Prime contractor $ 681 $ 760 $ 2,193 $ 2,249
Subcontractor 334 325 1,036 1,024
Intersegment 15 9 40 27
$ 1,030 $ 1,094 $ 3,269 $ 3,300
Revenue By Contract Type
Fixed-price(1)
$ 871 $ 931 $ 2,765 $ 2,790
Cost-reimbursable 144 154 464 483
Intersegment 15 9 40 27
$ 1,030 $ 1,094 $ 3,269 $ 3,300
Revenue By Geographical Region
United States $ 719 $ 745 $ 2,337 $ 2,410
International 296 340 892 863
Intersegment 15 9 40 27
$ 1,030 $ 1,094 $ 3,269 $ 3,300

~~_______________~~

~~(1)Includes revenue derived from time-and-materials contracts.~~

~~Aviation Systems:~~ Aviation Systems revenue was primarily derived from fixed-price contracts and was generally recognized at the point in time when products were received and accepted by the customer for standard products offered to multiple customers and over time for customer-specific products, systems and services.

Quarter Ended Three Quarters Ended
(In millions) October 1, 2021 October 2, 2020 October 1, 2021 October 2, 2020
Revenue By Customer Relationship
Prime contractor $ 383 $ 511 $ 1,439 $ 1,688
Subcontractor 231 263 761 858
Intersegment 11 18 48 57
$ 625 $ 792 $ 2,248 $ 2,603
Revenue By Contract Type
Fixed-price(1)
$ 506 $ 630 $ 1,786 $ 2,069
Cost-reimbursable 108 144 414 477
Intersegment 11 18 48 57
$ 625 $ 792 $ 2,248 $ 2,603
Revenue By Geographical Region
United States $ 530 $ 669 $ 1,891 $ 2,076
International 84 105 309 470
Intersegment 11 18 48 57
$ 625 $ 792 $ 2,248 $ 2,603

~~_______________~~

~~(1)Includes revenue derived from time-and-materials contracts.~~

Total assets by business segment are ~~summarized below:~~as follows:


(In millions)	(In millions)	October 1, 2021		January 1, 2021		(In millions)	July 1, 2022		December 31, 2021

Total Assets	Total Assets					Total Assets
Integrated Mission Systems	Integrated Mission Systems	$	9,157	$	8,906	Integrated Mission Systems	$	11,761	$	11,830
Space and Airborne Systems		7,149		6,943
Space & Airborne Systems						Space & Airborne Systems	8,381		8,151
Communication Systems	Communication Systems	5,990		5,746		Communication Systems	6,170		6,035
Aviation Systems		3,712		5,026
Other non-reportable businesses						Other non-reportable businesses	—		3
Corporate(1)	Corporate(1)	9,010		10,339		Corporate(1)	7,826		8,690
Total Assets		$	35,018	$	36,960
							$	34,138	$	34,709

_______________

(1)Identifiable intangible assets acquired in connection with the L3Harris Merger ~~on June 29, 2019~~in the two quarters ended January 3, 2020 and our acquisition of Exelis ~~Inc.~~ in fiscal 2015 were recorded as Corporate assets because they benefited the entire Company as opposed to any individual segment. Identifiable intangible asset balances recorded as Corporate assets were ~~approximately $6.8~~$6.3 billion and ~~$7.9~~$6.6 billion at ~~October~~July 1, ~~2021~~2022 and ~~January 1,~~December 31, 2021, 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 liabilities from~~of discontinued operations and divestitures. ~~See~~ ~~Note B — Business Divestitures~~ ~~in these Notes for additional information.~~

~~Note T — Legal Proceedings and Contingencies~~NOTE S— 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; environmental matters; or ~~environmental matters.~~compliance with government procurement or related legal or regulatory requirements. 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 ~~October~~July 1, ~~2021,~~2022, our accrual for the potential resolution of lawsuits, claims, investigations 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, investigations 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 or resulting from claims or investigations in existence at ~~October~~July 1, ~~2021~~2022 are reserved against or would not have a material adverse effect on our financial condition, results of operations, cash flows or equity.

EnvironmentalMatters:

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~~several sites formerly or currently owned and/or operated by us or companies we have acquired, and other properties or water supplies that may be or have been impacted from those operations, contain disposed or recycled materials or wastes and require environmental investigation and/or remediation. These sites include instances of being identified as a potentially responsible party 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, Environment and Natural Resources Division, notified several potentially responsible parties, including Exelis, ~~Inc.,~~which we acquired in 2015, 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 in New Jersey, estimated by the EPA to be $1.38 ~~billion, but~~billion. During the fourth quarter of fiscal 2021, the EPA further announced an interim plan to remediate sediment in the upper nine miles of the of the Lower Passaic River with an estimated cost of $441 million. The potential responsible parties’ respective allocations for the Lower Passaic River remediation 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 ~~October~~July 1, ~~2021~~2022 are reserved against, covered by insurance or would not have a material adverse effect on our financial condition, results of operations, cash flows or equity.

2416

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of L3Harris Technologies, Inc.

Results of Review of Interim Financial Statements

We have reviewed the accompanying condensed consolidated balance sheet of L3Harris Technologies, Inc. and subsidiaries (“the Company”) as of ~~October~~July 1, ~~2021,~~2022, the related condensed consolidated statements of income, comprehensive income, ~~and~~ equity for the quarters and ~~three~~two quarters ended ~~October~~July 1, ~~2021~~2022 and ~~October~~July 2, ~~2020,~~2021, the condensed consolidated statements of cash flows for the ~~three~~two quarters ended ~~October~~July 1, ~~2021~~2022 and ~~October~~July 2, ~~2020,~~2021, 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 ~~January 1,~~December 31, 2021, the related consolidated statements of income, comprehensive income, cash flows and equity for the year then ended, and the related notes (not presented herein); and in our report dated ~~March 1, 2021,~~February 25, 2022, 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 ~~January 1,~~December 31, 2021, 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~~U.S. Securities and Exchange Commission 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

~~October~~July 29, ~~2021~~2022

2517

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~


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 Fiscal ~~2020~~2021 Form 10-K. Except for the historical information contained herein, the discussions in this MD&A contain forward-looking statements that involve risks and uncertainties. Our future results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below in this MD&A under “Forward-Looking Statements and Factors that May Affect Future Results.”

~~COVID~~Inflation

~~Attempts~~Given broader inflation in the economy, we are monitoring the risk inflation presents to ~~contain~~active and ~~reduce~~future contracts. To the spread of COVID, such as mandatory closures, “shelter-in-place” orders and travel and quarantine restrictions, have caused significant disruptions and adverse effects on the U.S. and global economies, including impacts to supply chains, customer demand, workforce, international trade and capital markets. Our response has involved increasing our focus on keeping our employees safe while striving to maintain continuity of operations, meet customer commitments and support suppliers. For example, we instituted numerous types of precautions, protocols and other arrangements designed to protect employees from COVID infections and to comply with applicable regulations, including mandating our U.S.-based employees be fully vaccinated against COVID by December 8, 2021 to comply with President Biden’s executive order, andextent feasible, we have ~~also maintained an active dialog, and in some cases developed plans, with key suppliers in an effort~~consistently followed the practice of adjusting our prices to mitigate supply chain risks or otherwise minimize the potential impact from those risks. The U.S. Government response to COVID 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, which enabled us to keep our U.S. production facilities largely operational in support of national security commitments to U.S. Government customers (as part of the Defense Industrial Base) and to accelerate payments to small business suppliers, which we expect to continue while the U.S. Government’s responsive actions remain in effect.

Although we believe that a large percentage of our revenue, earnings and cash flow 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 U.S. Government’s responsive actions described above, our commercial and international businesses are at a higher risk of adverse COVID-related impacts, and we cannot eliminate all potential impacts to our business from supply chain risks, such as longer lead times and shortages of electronics and other components. For example, while we have started to see a recovery in the commercial aviation market, 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 Aviation Systems segment.

The extent of these disruptions and impacts, including on our ability to perform under U.S. Government and other contracts within agreed timeframes and ultimately on our results of operations and cash flows, will depend on future developments, including further COVID-related impacts and associated containment and mitigation actions taken by governmental authorities and consequences thereof, including COVID vaccine mandates, and global air traffic demand and governmental subsidies to airlines, and potential impacts to our business from supply chain risks, all of which are uncertain and unpredictable and could exacerbate other risks discussed in Item 1A. “Risk Factors” of our Fiscal 2020 Form 10-K, any of which could have a material effect on us. For further information regarding the impact, and the risks ofreflect the impact of ~~COVID~~inflation on salaries and fringe benefits for employees and the ~~Company, see Part II, Item 1A. “Risk Factors”~~cost of purchased materials and services. However, our fixed-price contracts could subject us to losses in ~~this Report~~the event of cost overruns or a significant increase in or a sustained period of increased inflation. During the two quarters ended July 1, 2022, we have not seen broad based increases in costs from inflation that are material to the business as a whole; however, if we begin to experience greater than expected supply chain and ~~“Item 1A. Risk Factors” of~~labor inflation, our ~~Fiscal 2020 Form 10-K.~~profits and margins under our contracts, in particular fixed price contracts, could be adversely affected.

KEY DEVELOPMENTS

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 operating results are helpful to an understanding of our business as a whole, for the periods presented in our Condensed Consolidated Statement of Income (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~~material cash requirements and commercial ~~commitments and contractual obligations.~~commitments.

•Critical Accounting Policies and Estimates — ~~information about~~a discussion of accounting policies and estimates that require ~~critical judgments~~the most judgment and ~~estimates and about~~a discussion of accounting ~~standards~~pronouncements that have been issued but ~~are~~ not yet ~~effective for~~implemented by us and their potential impact on our financial condition, results of operations, cash flows and equity.

•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.

~~We report~~Effective January 1, 2022, we streamlined our business segments from four business segments to three business segments. As a result of the segment reorganization, the Aviation Systems segment was eliminated as a business segment. Effective for fiscal 2022, which began January 1, 2022, we reported our financial results ~~of our continuing operations~~ in the following ~~four segments, which are also referred to as our business~~three reportable segments:

•Integrated Mission Systems, including multi-mission ISR ~~and communication~~ systems; integrated electrical and electronic systems for maritime platforms; advanced EO/IR solutions; fuzing and ~~advanced electro-optical~~ordnance systems; commercial aviation products; and ~~infrared solutions;~~commercial pilot training operations;

•Space ~~and~~& Airborne Systems, including space payloads, sensors and full-mission solutions; classified intelligence and ~~cyber defense;~~cyber; avionics; ~~and~~ electronic warfare; and mission networks for air traffic management operations; and

•Communication Systems, including tactical ~~communications;~~communications with global communications solutions; broadband communications; integrated vision solutions; and public safety radios, system applications and ~~equipment;~~equipment.

The following business divestitures and ~~global communications solutions;~~asset sales were completed in the two quarters ended July 1, 2022 and July 2, 2021:

•~~Aviation Systems, including defense aviation; commercial aviation products; commercial pilot training; and mission networks for air traffic management.~~

~~See~~ ~~Note B — Business Divestitures~~ ~~in the Notes for information relating to the following businesses divested or classified as held for sale in fiscal 2020 and 2021:~~

•~~Airport security and automation~~On April 29, 2022, we completed one business ~~divested on May 4, 2020,~~divestiture, the results of which ~~were~~are reported as part of our ~~Aviation~~Integrated Mission Systems segment through the date of ~~divestiture;~~divestiture and on May 31, 2022, we completed the sale of certain assets from our Integrated Mission Systems segment;

•~~Applied Kilovolts~~CPS business, definitive agreement entered into on March 1, 2021 and classified as held for sale during the quarter ended April 2, 2021 and divested on ~~May 15, 2020,~~July 2, 2021, the results of which ~~were~~are reported as part of ~~our Space and Airborne Systems segment through the date of divestiture;~~

•~~EOTech business, divested on July 31, 2020, the results of which were reported as part of our Communication Systems segment~~other non-reportable businesses through the date of divestiture;

•Military training business, definitive agreement entered into on February 27, 2021 and classified as held for sale during the quarter ended April 2, 2021 and divested on July 2, 2021, the results of which ~~were~~are reported as part of ~~our Aviation Systems segment~~other non-reportable businesses through the date of divestiture;

•~~CPS business, divested on July 2, 2021, the results of which were reported as part of our Aviation Systems segment through the date of divestiture;~~ and

•VSE disposal group, definitive agreement entered into on February 23, 2021 and classified as held for sale during the quarter ended July 3, 2020 and partially divested ~~partially~~ on July 2, 2021, with the remainder divested on July 30, 2021, the results of which ~~were~~are reported as part of ~~our Aviation Systems segment~~other non-reportable businesses through the date of ~~divestiture;~~divestiture.

•See ~~Electron Devices business,~~Note B — Business Divestitures and Asset Sales in the Notes for additional information regarding asset sales and businesses divested ~~on October 1, 2021, the results of which were reported as part of our Aviation Systems segment through the date of divestiture;~~

•~~Narda-MITEQ business, definitive agreement entered into on August 31, 2021 and classified as held~~ for sale during the quarter and two quarters ended July 1, 2022 and July 2, ~~2021; and~~2021.

RESULTS OF OPERATIONS

Consolidated Results of Operations


	Quarter Ended								Two Quarters Ended
(Dollars in millions, except per share amounts)	July 1, 2022			July 2, 2021			% Inc/(Dec)		July 1, 2022			July 2, 2021			% Inc/(Dec)

Revenue
Integrated Mission Systems	$	1,673		$	1,792		(7)	%	$	3,394		$	3,543		(4)	%
Space & Airborne Systems	1,498			1,510			(1)	%	2,948			2,970			(1)	%
Communication Systems	993			1,127			(12)	%	1,956			2,239			(13)	%
Other non-reportable businesses	—			282			*		—			566			*
Corporate eliminations	(29)			(43)			(33)	%	(60)			(83)			(28)	%
Total revenue	4,135			4,668			(11)	%	8,238			9,235			(11)	%
Total cost of product sales and services	(2,907)			(3,251)			(11)	%	(5,767)			(6,464)			(11)	%
% of total revenue	70		%	70		%			70		%	70		%
Gross margin	1,228			1,417			(13)	%	2,471			2,771			(11)	%
% of total revenue	30		%	30		%			30		%	30		%
Engineering, selling and administrative expenses	(744)			(891)			(16)	%	(1,489)			(1,692)			(12)	%
% of total revenue	18		%	19		%			18		%	18		%
Business divestiture-related gains, net	—			180			*		—			165			*
Impairment of goodwill and other assets	—			(145)			*		—			(207)			*
Non-operating income	108			86			26	%	214			203			5	%
Net interest expense	(67)			(65)			3	%	(135)			(131)			3	%
Income from continuing operations before income taxes	525			582			(10)	%	1,061			1,109			(4)	%
Income taxes	(55)			(169)			(67)	%	(116)			(229)			(49)	%
Effective tax rate	10		%	29		%			11		%	21		%
Income from continuing operations	470			413			14	%	945			880			7	%
Noncontrolling interests, net of income taxes	1			—			*		1			2			*
Income from continuing operations attributable to L3Harris common shareholders	$	471		$	413		14	%	$	946		$	882		7	%
% of total revenue	11		%	9		%			11		%	10		%
Diluted EPS	$	2.42		$	2.01		20	%	$	4.86		$	4.26		14	%

_________________

•~~ESSCO business, definitive agreement entered into on September~~Not meaningful

Revenue and Gross Margin

One Quarter Comparison: Revenue declined 11% in the quarter ended July 1, ~~2021 and classified as held for sale during~~2022 compared to the quarter ended July 2, ~~2021.~~

2021, primarily from $270 million of lower revenue from the impact of completed business divestitures, continued supply chain

2719

~~RESULTS OF OPERATIONS~~

~~Consolidated Results~~disruptions and airborne program transitions. Additionally, the quarter ended July 1, 2022 had one less working day compared to the quarter ended July 2, 2021 as the company recognized the Juneteenth holiday within the 2022 quarter. Gross margin and gross margin as a percentage of ~~Operations~~

Quarter Ended Three Quarters Ended
(In millions, except per share amounts) October 1, 2021 October 2, 2020 % Inc/(Dec) October 1, 2021 October 2, 2020 % Inc/(Dec)
Revenue:
Integrated Mission Systems $ 1,336 $ 1,372 (3) % $ 4,281 4,073 5 %
Space and Airborne Systems 1,284 1,249 3 % 3,807 3,690 3 %
Communication Systems 1,030 1,094 (6) % 3,269 3,300 (1) %
Aviation Systems 625 792 (21) % 2,248 2,603 (14) %
Corporate eliminations (46) (44) 5 % (141) (132) 7 %
Total revenue 4,229 4,463 (5) % 13,464 13,534 (1) %
Cost of product sales and services (2,921) (3,152) (7) % (9,385) (9,625) (2) %
Gross margin 1,308 1,311 — % 4,079 3,909 4 %
% of total revenue 31 % 29 % 30 % 29 %
Engineering, selling and administrative expenses (793) (817) (3) % (2,485) (2,484) — %
% of total revenue 19 % 18 % 18 % 18 %
Business divestiture-related gains (losses) 27 (10) * 192 (62) *
Impairment of goodwill and other assets — — * (207) (394) (47) %
Non-operating income 111 96 16 % 314 296 6 %
Interest expense, net (67) (62) 8 % (198) (190) 4 %
Income from continuing operations before income taxes 586 518 13 % 1,695 1,075 58 %
Income taxes (107) (87) 23 % (336) (171) 96 %
Effective tax rate 18 % 17 % 20 % 16 %
Income from continuing operations 479 431 11 % 1,359 904 50 %
Noncontrolling interests, net of income taxes 2 (4) * 4 24 *
Income from continuing operations attributable to L3Harris Technologies, Inc. common shareholders $ 481 $ 427 13 % $ 1,363 $ 928 47 %
% of total revenue 11 % 10 % 10 % 7 %
Diluted EPS $ 2.39 $ 1.99 20 % $ 6.64 $ 4.27 56 %

~~_________________~~

*~~Not meaningful~~

~~Revenue~~

~~One Quarter Comparison:~~ ~~The decrease~~revenue (“gross margin percentage”) decreased in the quarter ended July 1, 2022 compared to the quarter ended July 2, 2021 primarily due to a mix of program revenue and product sales with relatively lower operating margin percentage for the quarter ended ~~October~~July 1, 2022, as well as the impact of supply chain disruptions on higher margin businesses.

Two Quarters Comparison: Revenue declined 11% in the two quarters ended July 1, 2022 compared to the two quarters ended July 2, 2021, ~~compared with the quarter ended October 2, 2020 was~~ primarily ~~due to $181~~from $538 million of lower revenue from the impact of completed business divestitures, as well as ~~lower revenue from supply chain-related constraints within Communication Systems~~the reasons noted above in the one quarter comparison of revenue. Gross margin and ~~lower aircraft sales volume~~gross margin percentage decreased in ~~Integrated Mission Systems, partially offset by organic growth in Space and Airborne Systems and Aviation Systems.~~

~~Three Quarters Comparison:~~ ~~The decrease in revenue for~~ the ~~three~~two quarters ended ~~October~~July 1, ~~2021~~2022 compared ~~with~~to the ~~three~~two quarters ended ~~October~~July 2, ~~2020 was~~2021 primarily due to ~~$371 million~~a mix of program revenue and product sales with relatively lower ~~revenue from~~operating margin percentage for the two quarters ended July 1, 2022, as well as the impact of ~~completed business divestitures and lower revenue in the quarter ended April 2, 2021 in our Aviation Systems segment from the COVID-related downturn in the commercial aviation market and its impact~~supply chain disruptions on ~~customer operations, partially offset by organic revenue growth in Integrated Mission Systems, Space and Airborne Systems and Communication Systems.~~higher margin businesses.

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

~~Gross Margin Percentage~~

~~One Quarter Comparison:~~ The increase in gross margin as a percentage of total revenue (“gross margin percentage”) for the quarter ended October 1, 2021 compared with the quarter ended October 2, 2020 was primarily due to our e3 (excellence, everywhere, every day) operational excellence program (“e3 performance”) and integration benefits.

~~Three Quarters Comparison:~~ The increase in gross margin percentage for the three quarters ended October 1, 2021 compared with the three quarters ended October 2, 2020 was primarily due to e3 performance, integration benefits and the absence in the three quarters ended October 1, 2021 of a charge comparable to the $31 million charge for additional cost of sales related to the fair value step-up in inventory sold recorded in the three quarters ended October 2, 2020.

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

Engineering, Selling and Administrative ~~(“ESA”)~~ Expenses ~~and Percentage~~

One Quarter Comparison: The ~~decrease~~decreases in engineering, selling and administrative (“ESA”) expenses and ESA expenses for the quarter ended October 1, 2021 compared with the quarter ended October 2, 2020 was primarily due to $19 million of lower amortization of acquisition-related intangible assets. The increase in ESA expensesexpense as a percentage of ~~total~~ revenue (“ESA percentage”) in the quarter ended ~~October~~July 1, ~~2021~~2022 compared with the quarter ended ~~October~~July 2, ~~2020 was~~2021 were primarily due to $47 million of lower ~~total revenue.~~costs from the impact of completed business divestitures, $39 million of lower R&D expenses, $30 million from the impact of changes in market value related to our deferred compensation plan liabilities and $15 million of lower divestiture-related expenses.

~~Three~~Two Quarters Comparison: The decreases in ESA expenses and ESA percentage ~~for~~in the ~~three~~two quarters ended ~~October~~July 1, ~~2021~~2022 compared with the ~~three~~two quarters ended ~~October~~July 2, ~~2020~~2021 were ~~comparable as $45~~primarily due to $85 million of lower ~~amortization~~costs from the impact of ~~acquisition-related intangible assets as well as lower integration costs were offset by $48~~completed business divestitures, $35 million of ~~higher~~lower R&D expenses, $41 million from the impact of changes in market value related to our deferred compensation plan liabilities and $21 million of lower divestiture-related ~~expenses and the absence in the three quarters ended October 1, 2021 of COVID-related restructuring charges and exit costs recorded in the three quarters ended October 2, 2020.~~expenses.

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

Business Divestiture-Related Gains ~~and Losses~~

The “Business divestiture-related gains, ~~(losses)”~~net” line item in our Condensed Consolidated Statement of Income (Unaudited) is comprised of the following pre-tax gains ~~(losses)~~ associated with businesses ~~divested~~divested. There were no significant gains or losses during the quarter or two quarters ended July 1, 2022.


	Two Quarters Ended
(In millions)	July 2, 2021		July 2, 2021






VSE disposal group	$	(18)	$	(26)
CPS business(1)	(12)		(19)
Military training business	212		212




Other	(2)		(2)

Total business divestiture-related gains, net	$	180	$	165

_______________

(1)During the quarter ended April 2, 2021, upon classifying the CPS business as held for ~~sale:~~

Quarter Ended Three Quarters Ended
(In millions) October 1, 2021 October 2, 2020 October 1, 2021 October 2, 2020
VSE disposal group $ (4) $ (10) $ (30) $ (24)
Electron Devices business 29 — 29 —
CPS business — — (19) —
Military training business 2 — 214 —
Airport security and automation business — (2) — (28)
Other — 2 (2) (10)
Total Business divestiture-related gain (losses) $ 27 $ (10) $ 192 $ (62)
sale, we recorded a non-cash impairment charge of $62 million, which is included in the “Impairment of goodwill and other assets” line item in our Condensed Consolidated Statement of Income (Unaudited) for the two quarters ended July 2, 2021. See Note I — Goodwill and Other Intangible Assets in the Notes for additional information.

See Note B — Business Divestitures and Asset Sales in the Notes for further information.

Impairment of Goodwill and Other Assets

~~Three Quarters~~One Quarter Comparison: No impairment charges were recorded in the quarter ended July 1, 2022. Impairment of goodwill and other assets in the quarter ended July 2, 2021 reflected $145 million of non-cash charges for the ~~three~~impairment of identifiable intangible and other long-lived assets related to our CTS business.

Two Quarters Comparison: No impairment charges were recorded in the two quarters ended ~~October~~July 1, 2022. Impairment of goodwill and other assets in the two quarters ended July 2, 2021 ~~included a~~reflected $62 million of non-cash ~~charge~~charges for the impairment of goodwill and other assets associated with the divestiture of the CPS business and $145 million of non-cash charges for the impairment of identifiable intangible and other long-lived assets related to our CTS reporting unit. Impairment of goodwill and other assets for the three quarters ended October 2, 2020 included $375 million of non-cash charges for impairment of goodwill and other assets in our Commercial Aviation Solutions sector associated with the COVID-related downturn in the commercial aviation market and its impact on customer operations, a $14 million non-cash charge for impairment of goodwill associated with the then-pending divestiture of the VSE disposal group and a $5 million non-cash charge for impairment of goodwill recorded in connection with the then-pending divestiture of our Applied Kilovolts business.

See Note B — Business Divestitures and Asset Sales and Note I — Goodwill and Other Intangible Assetsin the Notes for further information.

Non-Operating Income

One Quarter Comparison and Two Quarters Comparison: The increase in non-operating income ~~for~~in the quarter and two quarters ended ~~October~~July 1, ~~2021~~2022 compared with the quarter and two quarters ended ~~October~~July 2, ~~2020~~2021 was primarily due to ~~an increase in the non-service cost components of net periodic benefit income.~~

~~Three Quarters Comparison:~~ The increase in non-operating income for the three quarters ended October 1, 2021 compared with the three quarters ended October 2, 2020 was primarily due to an increase in the non-service cost components of net periodic benefit income, partially offset by a $35 million charge for impairment of our equity investment in a nonconsolidated affiliate ~~recorded in~~during the quarter ended July 2, 2021.

~~See~~ ~~Note M — Non-Operating Income~~ ~~and~~ ~~Note K — Postretirement Benefit Plans~~ ~~in the Notes for further information.~~

Net Interest Expense ~~net~~

One Quarter Comparison and Two Quarters Comparison: ~~The increase in~~Our net interest expense ~~net for~~increased in the quarter and two quarters ended ~~October~~July 1, ~~2021~~2022 compared with the quarter and two quarters ended ~~October~~July 2, ~~2020 was~~2021 primarily due to lower interest income in the quarter ~~ended October 1, 2021, reflecting lower sales-type lease receivables due to the divestiture of the military training business on July 2, 2021.~~

~~Three Quarters Comparison:~~ ~~The increase in interest expense, net for the three~~and two quarters ended ~~October~~July 1, ~~2021 compared with the three quarters ended October 2, 2020 was primarily due to the same reason as noted above in the one quarter comparison for interest expense, net.~~2022.

See Note ~~14: “Debt”~~13: Debt in the Notes to Consolidated Financial Statements in our Fiscal ~~2020~~2021 Form 10-K for further information.

Income Taxes

One Quarter Comparison: Our effective tax rate (income taxes as a percentage of income from continuing operations before income taxes) was ~~18.3 percent~~10.5% for the quarter ended ~~October~~July 1, ~~2021~~2022 compared with ~~16.8 percent~~29.0% for the quarter ended ~~October~~July 2, ~~2020. During~~2021. For the quarter ended ~~October~~July 1, 2022, our effective tax rate benefited from the favorable impact of R&D credits, incremental FDII benefit resulting from the requirement to capitalize and amortize R&D expenses beginning in fiscal 2022 and the resolution of specific audit uncertainties. For the quarter ended July 2, 2021, our effective tax rate was unfavorably impacted by non-deductible goodwill from completed business divestitures, ~~and the unfavorable impact of valuation allowances in certain foreign jurisdictions,~~ partially offset by the favorable ~~impact~~impacts of R&D credits, ~~favorable adjustments upon finalization~~the resolution of ~~our Federal tax return, the favorable impact of~~specific audit uncertainties, and excess tax benefits related to equity-based compensation and the favorable resolution of specific audit uncertainties. During the quarter ended October 2, 2020, our effective tax rate benefited from favorable adjustments upon finalization of our Federal tax returns, including the favorable impact of a net reduction in our uncertain tax position balance.compensation.

~~Three~~Two Quarters Comparison: Our effective tax rate was ~~19.8 percent~~10.9% for the ~~three~~two quarters ended ~~October~~July 1, ~~2021~~2022 compared with ~~15.9 percent~~20.6% for the ~~three~~two quarters ended ~~October~~July 2, ~~2020.~~2021. Our effective tax rate for the ~~three~~two quarters ended ~~October~~July 1, 2022 was favorably impacted by a reduction in the deferred tax liabilities on the outside basis of certain foreign subsidiaries due to an internal restructuring and the items described above in the one quarter comparison of income taxes. Our effective tax rate for the two quarters ended July 2, 2021 ~~was~~were impacted by the items described above in the one quarter comparison ~~for~~of income taxes for the quarter ended October 1, 2021. In addition to the items noted above in the one quarter comparison for income taxes for the quarter ended October 2, 2020, our effective tax rate for the three quarters ended October 2, 2020 benefited from the favorable impact of R&D credits and excess tax benefits related to equity-based compensation, partially offset by the unfavorable impact of non-deductible goodwill impairment charges.taxes.

Income From Continuing Operations

One Quarter Comparison: The increase in income from continuing operations ~~for~~in the quarter ended ~~October~~July 1, ~~2021~~2022 compared with the quarter ended ~~October~~July 2, ~~2020~~2021 was primarily due to the combined effects of the reasons noted ~~above~~ in the ~~one~~sections above regarding the quarter ~~comparison paragraphs.~~ended July 1, 2022 and quarter ended July 2, 2021.

~~Three~~Two Quarters Comparison:The increase in income from continuing operations ~~for~~in the ~~three~~two quarters ended ~~October~~July 1, ~~2021~~2022 compared with the ~~three~~two quarters ended ~~October~~July 2, ~~2020~~2021 was primarily due to the combined effects of the reasons noted ~~above~~ in the ~~three~~sections above regarding the two quarters ~~comparison paragraphs.~~ended July 1, 2022 and two quarters ended July 2, 2021.

Diluted EPS

One Quarter Comparison and Two Quarters Comparison: ~~The increase~~Diluted EPS attributable to L3Harris common shareholders in ~~diluted EPS for~~ the quarter and two quarters ended ~~October~~July 1, ~~2021~~2022 increased compared with the quarter and two quarters ended ~~October~~July 2, ~~2020 was~~2021, primarily due to higher net income from ~~continuing operations~~the combined effects of the reasons noted in the sections above regarding the quarter and two quarters ended July 1, 2022 and quarter and two quarters ended July 2, 2021 and fewer diluted weighted average common shares outstanding, reflecting the repurchases of shares of our common stock under our repurchase program in the ~~four~~quarter and two quarters ended ~~October~~July 1, ~~2021.~~2022.

~~Three Quarters Comparison:~~ ~~The increase in diluted EPS for~~See the three quarters ended October 1, 2021 compared with the three quarters ended October 2, 2020 was primarily due to higher income from continuing operations and fewer diluted weighted average common shares outstanding, reflecting the repurchases of shares of our common stock under our repurchase program in the four quarters ended October 1, 2021.

~~See~~ “Common Stock Repurchases” discussion below in this MD&A for ~~information regarding our share repurchase program.~~further information.

Discussion of Business Segment Results of Operations

Integrated Mission Systems

Quarter Ended Three Quarters Ended
(In millions) October 1, 2021 October 2, 2020 % Inc/(Dec) October 1, 2021 October 2, 2020 % Inc/(Dec)
Revenue $ 1,336 $ 1,372 (3) % $ 4,281 $ 4,073 5 %
Segment operating income 222 213 4 % 691 638 8 %
% of revenue 17 % 16 % 16 % 16 %
Segment (“IMS”)


	Quarter Ended								Two Quarters Ended
(Dollars in millions)	July 1, 2022			July 2, 2021			% Inc/(Dec)		July 1, 2022			July 2, 2021			% Inc/(Dec)

Revenue	$	1,673		$	1,792		(7)	%	$	3,394		$	3,543		(4)	%
Operating income	217			142			53	%	472			376			26	%
Operating income as a percentage of revenue (“operating margin”)	13.0		%	7.9		%			13.9		%	10.6		%

One Quarter Comparison: ~~The decrease in segment~~IMS revenue for the quarter ended ~~October~~July 1, ~~2021~~2022 compared with the quarter ended ~~October~~July 2, ~~2020 was~~2021 decreased 7%, reflecting a decline of $38 million in ISR, primarily due to ~~$43~~$107 million of lower revenue in ISR, reflecting the timing of aircraft sales volume, and lower revenue in Electro Optical due to product delivery timing, partially offset by $18 million of higher revenue in Maritime from a ramp on key platforms.

The increases in segment operating income and operating income as a percentage of revenue (“operating margin percentage”) for the quarter ended October 1, 2021 compared with the quarter ended October 2, 2020 were primarily due to operational excellence, integration benefits, and higher pension income. The increase in segment operating income was partially offset by lower sales volume.

~~Three Quarters Comparison:~~ The increase in segment revenue for the three quarters ended October 1, 2021 compared with the three quarters ended October 2, 2020 was primarily due to $139 million of higher revenue in ISR, driven by aircraft missionization on a North Atlantic Treaty Organization aircraft missionization program, ~~and $77 million of higher revenue in Maritime, reflecting a ramp on key platforms,~~ partially offset by an increase in aircraft subcontractor progress for a U.S. Government customer. IMS revenue was also driven by declines of $38 million from lower ~~revenue~~volume on fuzing and ordnance systems and other related programs, $33 million in Electro Optical, primarily due to ~~product~~a decline in WESCAM airborne turret delivery ~~timing.~~

volumes, reflecting supply chain constraints and $30 million in Maritime primarily due to supplier and material delays. The declines were partially offset by an increase of $28 million in Commercial Aviation Solutions, primarily due to an increase in ~~segment~~pilot training center volume and the sale of end-of-life inventory.

IMS operating ~~income~~margin for the ~~three quarters~~quarter ended ~~October~~July 1, ~~2021~~2022 compared with the ~~three quarters~~quarter ended ~~October~~July 2, ~~2020 was~~2021 expanded 510 basis points to 12.9%, primarily due to ~~cost management, operational excellence, integration benefits and~~an $82 million non-cash impairment charge at Commercial Aviation Solutions in the quarter ended July 2, 2021 as well as higher ~~pension income,~~volumes in Commercial Aviation Solutions, partially offset by a mix of program revenue and product sales with relatively lower operating margin percentage for the three quarters ended October 1, 2021. Segment operating margin percentage for the three quarters ended October 1, 2021 was comparable with the three quarters ended October 2, 2020.

~~Space and Airborne Systems~~

Quarter Ended Three Quarters Ended
(In millions) October 1, 2021 October 2, 2020 % Inc/(Dec) October 1, 2021 October 2, 2020 % Inc/(Dec)
Revenue $ 1,284 $ 1,249 3 % $ 3,807 $ 3,690 3 %
Segment operating income 242 231 5 % 735 687 7 %
% of revenue 19 % 18 % 19 % 19 %

~~One Quarter Comparison:~~ ~~The increase in segment revenue~~percentages for the quarter ended ~~October~~July 1, ~~2021~~2022.

Two Quarters Comparison: IMS revenue for two quarters ended July 1, 2022 compared with two quarters ended July 2, 2021 decreased 4%, reflecting a decline of $73 million in ISR, primarily due to $186 million lower revenue on a North Atlantic Treaty Organization aircraft missionization program, partially offset by an increase in aircraft subcontractor progress for aircraft missionization programs. IMS revenue was also driven by declines of $85 million from lower volume on fuzing and ordnance systems and other related programs, $9 million in Electro Optical, primarily due to a decline in WESCAM airborne turret delivery volumes, reflecting supply chain constraints and $8 million in Maritime primarily due to supplier and material delays. The declines were partially offset by higher revenue on Virginia-class and classified programs and an increase of $38 million in Commercial Aviation Solutions, primarily due to an increase in pilot training center volume and sale of end-of-life inventory.

IMS operating margin for two quarters ended July 1, 2022 compared with two quarters ended July 2, 2021 expanded 330 basis points to 13.9%, primarily due to an $82 million non-cash impairment charge at Commercial Aviation Solutions in the quarter ended ~~October~~July 2, ~~2020 was primarily due to $56 million of~~2021, as well as higher ~~revenue~~volumes in ~~Space, reflecting a ramp in missile defense and other responsive programs,~~Commercial Aviation Solutions, partially offset by $26 million of lower revenue in Mission Avionics, reflecting the transition from development to production on the F-35 Technology Refresh 3 program, and lower revenue in Electronic Warfare and Intel and Cyber, reflecting program timing.

The increases in segment operating income and operating margin percentage for the quarter ended October 1, 2021 compared with the quarter ended October 2, 2020 were primarily due to e3 performance, including program performance, increased pension income and integration benefits, partially offset by increased investments in R&D and a mix of program revenue and product sales ~~including~~with relatively lower operating margin percentages for the quarter ended July 1, 2022.

Space & Airborne Systems Segment (“SAS”)


	Quarter Ended								Two Quarters Ended
(Dollars in millions)	July 1, 2022			July 2, 2021			% Inc/(Dec)		July 1, 2022			July 2, 2021			% Inc/(Dec)

Revenue	$	1,498		$	1,510		(1)	%	$	2,948		$	2,970		(1)	%
Operating income	195			204			(4)	%	367			396			(7)	%
Operating margin	13.0		%	13.5		%			12.4		%	13.3		%

One Quarter Comparison: SAS revenue for the quarter ended July 1, 2022 compared with the quarter ended July 2, 2021 decreased 1%, primarily driven by a ~~ramp~~$35 million decline in our airborne businesses, reflecting production transitions and lower development on the F-35 program and a $25 million decline in Intel & Cyber primarily driven by classified program transitions. The declines were partially offset by a $53 million increase in revenue in Space, reflecting growth ~~programs,~~in responsive satellite programs.

SAS operating margin for the quarter ended July 1, 2022 compared with the quarter ended July 2, 2021 contracted 50 basis points to 13.0% from lower risk retirements and a mix of program revenue and product sales with a relatively lower operating margin percentage for the quarter ended ~~October~~July 1, ~~2021.~~

~~Three Quarters Comparison:~~ 2022The increase in segment revenue for the three quarters ended October 1, 2021 compared with the three quarters ended October 2, 2020 was primarily due to $136 million of higher revenue in Space, reflecting a ramp in missile defense and other responsive programs, and growth in Intel and Cyber from classified programs,, partially offset by ~~$9 million of lower revenue~~a decrease in ~~Mission Avionics, reflecting the transition from development to production for the F-35 Technology Refresh 3 program, and lower revenue in Electronic Warfare.~~

~~The increase in segment operating income for the three quarters ended October 1, 2021 compared with the three quarters ended October 2, 2020 was primarily due to the same reasons~~R&D as ~~noted above~~current quarter expenses normalized following elevated spend in the ~~one~~ quarter ~~comparison regarding this~~ended July 2, 2021.

3122

Two Quarters Comparison:

~~segment. The segment operating margin percentage~~ SAS revenue for ~~the three~~two quarters ended ~~October~~July 1, ~~2021 was comparable~~2022 compared with ~~the three~~two quarters ended ~~October~~July 2, ~~2020.~~

~~Communication Systems~~

Quarter Ended Three Quarters Ended
(In millions) October 1, 2021 October 2, 2020 % Inc/(Dec) October 1, 2021 October 2, 2020 % Inc/(Dec)
Revenue $ 1,030 $ 1,094 (6) % $ 3,269 $ 3,300 (1) %
Segment operating income 271 273 (1) % 839 788 6 %
% of revenue 26 % 25 % 26 % 24 %

~~One Quarter Comparison:~~ ~~The decrease~~2021 decreased 1%, primarily driven by a $104 million decline in ~~segment revenue for~~our airborne businesses, reflecting production transitions and lower development on the ~~quarter ended October 1, 2021 compared with the quarter ended October 2, 2020 was~~F-35 program and a $41 million decline in Intel & Cyber due to $38 million of lower revenue in Tactical Communications, reflecting product delivery delays from supply chain-related constraints, $22 million of lower revenue in Integrated Vision Systems primarily due to delivery timing and the impact of the divestiture of the EOTech business on July 31, 2020 (which generated $8 million of revenue through the date of divestiture in the quarter ended October 2, 2020), $20 million of lower revenue in Broadband Communications, reflecting lower sales on legacy unmanned platforms, and lower revenue in Global Communications Solutions primarily due to contract roll-offs,classified program transitions. The declines were partially offset by ~~$17~~a $113 million ~~of higher~~increase in revenue in ~~Public Safety,~~Space, reflecting ~~higher radio sales.~~growth in responsive satellite programs.

~~The decrease in segment~~SAS operating ~~income~~margin for ~~the quarter~~two quarters ended ~~October~~July 1, ~~2021~~2022 compared with ~~the quarter~~two quarters ended ~~October~~July 2, ~~2020 was primarily due~~2021 contracted 90 basis points to ~~higher R&D investments~~12.4% from lower risk retirements and ~~supply chain impacts, partially offset by operational excellence, including~~a mix of program ~~performance,~~revenue and ~~integration benefits. The increase in segment~~product sales with a relatively lower operating margin percentage for the quarter ended ~~October~~July 1, ~~2021 compared with the quarter ended October 2, 2020 was due to a mix of program revenue with relatively higher operating margin percentage for the quarter ended October 1, 2021.~~

~~Three Quarters Comparison:~~ 2022The decrease in segment revenue for the three quarters ended October 1, 2021 compared with the three quarters ended October 2, 2020 was primarily due to $32 million of lower revenue in Integrated Vision Systems from the impact of the divestiture of the EOTech business on July 31, 2020 (which generated $41 million of revenue through the date of divestiture in the quarter ended October 2, 2020), $42 million of lower revenue in Broadband Communications, reflecting lower sales on legacy unmanned platforms, and lower revenue in Public Safety due to residual COVID-related impacts in the first half of 2021, partially offset by ~~$24 million of higher revenue~~a decrease in ~~Tactical Communications, reflecting increased international demand, and higher revenue~~R&D expenses as current year expenses normalized following elevated spend in ~~Global Communications Solutions.~~

~~The increases in segment operating income and operating margin percentage for~~ the ~~three~~two quarters ended ~~October 1, 2021 compared with the three quarters ended October~~July 2, 2020 were primarily due to a mix of program revenue with relatively higher operating margin percentage for the three quarters ended October 1, 2021, operational excellence and integration benefits, partially offset by supply chain impacts.

~~Aviation Systems~~

Quarter Ended Three Quarters Ended
(In millions) October 1, 2021 October 2, 2020 % Inc/(Dec) October 1, 2021 October 2, 2020 % Inc/(Dec)
Revenue $ 625 $ 792 (21) % $ 2,248 $ 2,603 (14) %
Segment operating income (loss) 90 100 (10) % 253 (46) *
% of revenue 14 % 13 % 11 % (2) %
~~_________________~~2021.

*~~Not meaningful~~Communication Systems Segment (“CS”)


	Quarter Ended								Two Quarters Ended
(Dollars in millions)	July 1, 2022			July 2, 2021			% Inc/(Dec)		July 1, 2022			July 2, 2021			% Inc/(Dec)

Revenue	$	993		$	1,127		(12)	%	$	1,956		$	2,239		(13)	%
Operating income	238			276			(14)	%	467			546			(14)	%
Operating margin	24.0		%	24.5		%			23.9		%	24.4		%

One Quarter Comparison: ~~The decreases in segment~~CS revenue ~~and operating income~~ for the quarter ended ~~October~~July 1, ~~2021~~2022 compared with ~~the quarter ended October 2, 2020 were primarily due to the impact of the divestitures of the military training and CPS businesses during~~ the quarter ended July 2, 2021 ~~(which generated $107~~decreased 12% as Broadband Communications declined $69 million, due to lower volume on legacy platforms and ~~$59~~Tactical Communications declined $66 million, ~~respectively, of revenue in the quarter ended October 2, 2020). The increase in segment~~primarily from continued supply chain disruptions arising from electronic component shortages. This was partially offset by modest growth within Public Safety from market recovery.

CS operating margin ~~percentage~~ for the quarter ended ~~October~~July 1, ~~2021~~2022 compared with the quarter ended ~~October~~July 2, ~~2020 was~~2021 contracted 50 basis points to 24.0% primarily due to ~~cost management~~volume and ~~integration benefits.~~supply chain impacts, as noted in the discussion above regarding CS revenue.

~~Three~~Two Quarters Comparison: ~~The decrease in segment~~CS revenue for ~~the three~~two quarters ended ~~October~~July 1, ~~2021~~2022 compared with ~~the three~~two quarters ended ~~October~~July 2, ~~2020 was~~2021 decreased 13%, as Broadband Communications declined $141 million, due to lower volume on legacy platforms and Tactical Communications declined $125 million, primarily from continued supply chain disruptions arising from electronic component shortages, which also impacted Integrated Vision Solutions and Public Safety.

CS operating margin for two quarters ended July 1, 2022 compared with two quarters ended July 2, 2021 contracted 50 basis points to 23.9% primarily due to ~~the reasons~~volume and supply chain impacts, as noted ~~above~~ in the ~~one~~discussion above regarding CS revenue.

Unallocated Corporate Expenses


	Quarter Ended						Two Quarters Ended
(Dollars in millions)	July 1, 2022		July 2, 2021		% Inc/(Dec)		July 1, 2022		July 2, 2021		% Inc/(Dec)

Unallocated corporate department income (expense), net(1)	$	17	$	(23)	*		$	14	$	(54)	*
L3Harris Merger-related transaction, integration and other expenses and losses	(26)		(21)		24	%	(49)		(44)		11	%
Amortization of acquisition-related intangibles	(151)		(156)		(3)	%	(303)		(320)		(5)	%

Business divestiture-related gains, net	—		180		*		—		165		*
Impairment of goodwill and other assets	—		(63)		*		—		(125)		*
Gain on sale of asset group	8		—		*		8		—		*
Other divestiture-related expenses	(35)		(49)		(29)	%	(37)		(56)		(34)	%
FAS/CAS operating adjustment	21		30		(30)	%	43		60		(28)	%

______________

•Not meaningful

(1) For the quarter ~~comparison~~and two quarters ended July 1, 2022, includes $10 million of income from our deferred compensation plans and $7 million of income from sale of intellectual property. For the quarter ended July 2, 2021 includes $8 million of loss related to our deferred compensation plans. For the two quarters ended July 2, 2021, includes a $15 million accrual for ~~this segment, as well as lower commercial aerospace revenue, which included~~ a ~~$147~~value added tax obligation and $8 million ~~revenue impact from the airport~~of loss related to our deferred compensation plans.

3223

~~security and automation business divestiture on May 4, 2020 and lower revenue from the COVID-related downturn in the commercial aviation market and its impact on customer operations.~~

The increases in segment operating income and operating margin percentage for the three quarters ended October 1, 2021 compared with the segment operating loss and operating margin percentage for the three quarters ended October 2, 2020 were primarily due to the same reasons as noted above in the one quarter comparison for this segment, as well as the absence of $375 million of non-cash charges for impairment of goodwill and other assets recorded in the three quarters ended October 2, 2020 due to the COVID-related downturn in the commercial aviation market and its impact on customer operations.

~~Unallocated Items~~

Quarter Ended Three Quarters Ended
(In millions) October 1, 2021 October 2, 2020 % Inc/(Dec) October 1, 2021 October 2, 2020 % Inc/(Dec)
L3Harris Merger-related integration expenses $ 34 $ 27 26 % $ 75 $ 95 (21) %
Amortization of acquisition-related intangibles 155 176 (12) % 475 529 (10) %
Additional cost of sales related to fair value step-up in inventory sold — — * — 31 *
Business divestiture-related (gains) losses (27) 10 * (192) 62 *
Other items 8 2 300 % 61 19 221 %
Impairment of goodwill and other assets — — * 125 19 *
Unallocated corporate department expense 2 21 (90) % 59 51 16 %
$ 172 $ 236 $ 603 $ 806

~~_________________~~

*~~Not meaningful~~

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL STRATEGIES

Cash Flows


	Two Quarters Ended
(In millions)	July 1, 2022		July 2, 2021

Net cash provided by operating activities	$	788	$	1,381
Net cash (used in) provided by investing activities	(121)		1,307
Net cash used in financing activities	(1,174)		(1,937)
Effect of exchange rate changes on cash and cash equivalents	(14)		2
Net (decrease) increase in cash and cash equivalents	(521)		753
Cash and cash equivalents, beginning of period	941		1,276
Cash and cash equivalents, end of period	$	420	$	2,029

Three Quarters Ended
(In millions) October 1, 2021 October 2, 2020
Net cash provided by operating activities $ 1,865 $ 2,092
Net cash provided by investing activities 1,400 798
Net cash used in financing activities (3,413) (2,373)
Effect of exchange rate changes on cash and cash equivalents (2) —
Net (decrease) increase in cash and cash equivalents (150) 517
Cash and cash equivalents, beginning of year 1,276 824
Cash and cash equivalents, end of quarter $ 1,126 $ 1,341

Cash and cash ~~equivalents~~

~~The $150 million net decrease in cash and cash equivalents in the three quarters ended October~~equivalents: At July 1, ~~2021 was primarily due to:~~

•~~$1,865 million of net cash provided by operating activities;~~

•~~$1,598 million of net proceeds from sales of businesses; and~~

•~~$94 million of proceeds from exercises of employee stock options; more than offset by~~

•~~$2,875 million used to repurchase shares of our common stock;~~

•~~$618 million used to pay cash dividends; and~~

•~~$200 million used for net additions of property, plant and equipment.~~

~~The $517 million net increase in cash and cash equivalents in the three quarters ended October 2, 2020 was primarily due to:~~

•~~$2,092 million of net cash provided by operating activities;~~

•~~$1,002 million of net proceeds from sales of businesses;~~

•~~$249 million of net proceeds from borrowings from issuance of Floating Rate Notes due March 10, 2023; and~~

•~~$39 million of proceeds from exercises of employee stock options; partially offset by~~

•~~$1,850 million used to repurchase shares of our common stock;~~

•~~$546 million used to pay cash dividends;~~

•~~$257 million of repayments of borrowings, including $250 million used for repayment at maturity of the entire principal amount of our Floating Rate Notes due April 30, 2020; and~~

•~~$194 million used for net additions of property, plant and equipment.~~

~~At October 1, 2021,~~2022 we had cash and cash equivalents of ~~$1,126~~$420 million and we have a senior unsecured $2 billion revolving credit facility that expires in June 2024 (all of which was available to us as of ~~October~~July 1, ~~2021)~~2022). Additionally, we had ~~$7.1~~$7.0 billion of net long-term debt outstanding at ~~October~~July 1, ~~2021.~~2022. Our ~~$1,126~~$420 million of cash and cash equivalents at ~~October~~July 1, ~~2021~~2022 included ~~$228~~$231 million held by our foreign subsidiaries, a significant portion of which we believe can be repatriated to the U.S. 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 and the state of global commerce and general political and financial uncertainty. We cannot predict the on-going impact that COVID, among other potential risks and uncertainties, will have on our cash from ~~operations. For further information regarding COVID-related risks~~operating activities. Additionally, the provisions in the Tax Cuts and ~~uncertainties, see~~Jobs Act of 2017 require that, beginning in fiscal 2022, research and experimental expenditures be capitalized and amortized over five years, which we estimate will have an approximately $600 million to $700 million impact to cash from operating activities in fiscal 2022 based on the provisions currently in effect, however, there was no impact to cash from operating activities during the first two quarters of 2022. See Item 1A. “Risk Factors” of our Fiscal ~~2020~~2021 Form 10-K and Part II, Item 1A. “Risk Factors” in this Report.

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 twelve months and ~~the~~ reasonably foreseeable future thereafter. Our total capital expenditures for fiscal ~~2021~~2022 are expected to be approximately ~~$350~~$300 million. We anticipate tax payments in fiscal ~~2021~~2022 to be approximately equal to or marginally less than our tax expense for the same period, absent R&D capitalization and subject to adjustment for ~~certain~~ timing ~~differences and divestitures.~~differences. Other than those cash outlays noted in ~~“Contractual Obligations”~~“Material Cash Requirements” in Item 7. ~~“Management’s~~Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Fiscal ~~2020~~2021 Form 10-K and in the ~~“Commercial Commitments~~“Material Cash Requirements and ~~Contractual Obligations”~~Commercial Commitments” section below in this MD&A, capital expenditures, dividend payments and repurchases under our share repurchase program, ~~and L3Harris Merger-related integration costs,~~ we do not anticipate any significant cash outlays during the remainder of fiscal ~~2021.~~2022.

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. If we are unable to maintain cash balances, generate cash flow from operations or borrow under our commercial paper program or our credit facility sufficient to service our obligations, we may be required to 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, obtain additional financing, or sell assets. Our ability to make principal payments or pay interest on or refinance our indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general conditions ~~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 ~~$227~~$593 million decrease in net cash provided by operating activities ~~for~~in the ~~three~~two quarters ended ~~October~~July 1, ~~2021~~2022 compared with the ~~three~~two quarters ended ~~October~~July 2, ~~2020~~2021 was primarily due to a ~~$111 million increase in cash income tax payments and a $74~~$320 million increase in cash used to fund working capital (i.e., accounts receivable, contract assets, inventories, accounts payable and contract liabilities), ~~partially offset by~~a $111 million increase in cash used to fund other accrued items (i.e. other expenses and accruals, payroll related taxes and warranty reserve) and the impact of ~~higher~~$30 million of lower net income (excluding the impact of non-cash items such as depreciation and amortization, impairment of goodwill and other assets and gains related to business divestitures) ~~for the three quarters ended October 1, 2021.~~.

Net cash ~~provided by~~used in investing activities:The ~~$602~~$1,428 million increase in net cash ~~provided by~~used in investing activities ~~for~~in the ~~three~~two quarters ended ~~October~~July 1, ~~2021~~2022 compared with the ~~three~~two quarters ended ~~October~~July 2, ~~2020~~2021 was primarily due to ~~an increase of $596~~a $1,428 million decrease in net cash proceeds from sales of ~~businesses.~~businesses and a $30 million increase in cash used for equity investments, partially offset by a $18 million increase in proceeds from sale of asset group, and an $11 million decrease of net cash used for additions of property, plant and equipment in fiscal 2022.

Net cash used in financing activities: The ~~$1,040~~$763 million ~~increase~~decrease in net cash used in financing activities ~~for~~in the ~~three~~two quarters ended ~~October~~July 1, ~~2021~~2022 compared with the ~~three~~two quarters ended ~~October~~July 2, ~~2020~~2021 was primarily due to ~~an $1,025~~a $821 million decrease in cash used to repurchase our common stock under our share repurchase program, partially offset by a $36 million increase in cash used for tax withholding payments associated with vested share-based awards and a $19 million increase cash used to ~~repurchase common stock in the three quarters ended October 1, 2021.~~pay dividends.

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. The Highway and Transportation Funding Act of 2014, the Bipartisan Budget Act of 2015, ~~and~~ the American Rescue Plan Act of 2021 and the Infrastructure Investment and Jobs Act further extended the interest rate stabilization provision of MAP-21. 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~~no less than the required minimum funding thresholds. As a result of prior voluntary contributions and plan performance, we are not required to make any contributions to our U.S. qualified defined benefit pension plans in fiscal ~~2021~~2022 and for several years thereafter.

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 ~~$857~~$436 million ~~at October~~as of July 1, ~~2021.~~2022. See Note ~~15:~~14: “Pension and Other Postretirement Benefits” in the Notes to Consolidated Financial Statements in our Fiscal ~~2020~~2021 Form 10-K and Note K — Postretirement Benefit Plans in the Notes for further information regarding our pension plans.

Common Stock Repurchases

On January 28, 2021, we announced that our Board of Directors approved a $6 billion share repurchase authorization under our share repurchase program that was in addition to the remaining unused authorization of $210 million as of January 1, 2021. During the ~~three~~two quarters ended ~~October~~July 1, ~~2021,~~2022, we used ~~$2.88 billion~~$729 million to repurchase ~~13.5~~3.1 million shares of our common stock under our share repurchase program at an average price per share of ~~$213.45.~~$234.77, including commissions of $0.02 per share. During the ~~three~~two quarters ended ~~October~~July 2, ~~2020,~~2021, we used ~~$1,850 million~~$1.55 billion to repurchase ~~9.7~~7.7 million shares of our common stock under our share repurchase program at an average price per share of ~~$191.33.~~$201.52, including commissions of $0.02 per share. During the ~~three~~two quarters ended ~~October~~July 1, 2022 and July 2, 2021, ~~and October 2, 2020, $4~~$38 million and $2 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~~repurchased by us are cancelled and retired.

~~At October~~On January 28, 2021, we announced that our Board of Directors approved a new $6 billion share repurchase authorization under our share repurchase program that was in addition to the remaining unused authorization of $210 million at January 1, 2021, under our prior share repurchase program, for a total unused authorization of $6.2 billion. Our share repurchase program does not have a stated expiration. At July 1, 2022, we had a remaining unused authorization ~~of approximately $3.3 billion~~ under our share repurchase program ~~which does not have an expiration date.~~of $1.8 billion. Repurchases under our share repurchase program may be made through 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 and other factors our Board 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. Additional information regarding our current share repurchase program is set forth in this Report under Part II, Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds.”

Dividends

On ~~January 28, 2021,~~February 25, 2022, our Board of Directors increased the quarterly per share cash dividend rate on our common stock from ~~$.85~~$1.02 to ~~$1.02,~~$1.12,commencing with the dividend declared by our Board of Directors for the first quarter of fiscal 2022, for an annualized per share cash dividend rateof ~~$4.08,~~$4.48, which was our ~~twentieth~~twenty-first consecutive annual increase in our quarterly cash dividend rate. ~~During~~Quarterly cash dividends are typically paid in March, June, September and December. We paid $435 million in cash dividends during the ~~three~~two quarters ended ~~October~~July 1, ~~2021 and October 2, 2020, we paid cash dividends of $618 million and $546 million, respectively.~~2022. 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 or future dividend ~~increases.~~ increases. 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

2019 Credit Agreement: We have a $2 billion, 5-year senior unsecured revolving credit facility (the “2019 Credit Facility”) under a Revolving Credit Agreement ~~(the~~(as amended, the “2019 Credit Agreement”) entered into on June 28, 2019 with a syndicate of lenders. For a description of the 2019 Credit Facility and the 2019 Credit Agreement, see Note ~~13:~~12: “Credit Arrangements” in the Notes to Consolidated Financial Statements in our Fiscal ~~2020~~2021 Form 10-K.

We were in compliance with the covenants in the 2019 Credit Agreement at ~~October~~July 1, ~~2021,~~2022, including the covenant requiring that we not permit our ratio of consolidated total indebtedness to total capital, each as defined in the 2019 Credit

Agreement, to be greater than 0.65 to 1.00. At ~~October~~July 1, ~~2021,~~2022, we had no borrowings outstanding under the 2019 Credit Agreement.

Long-Term Debt: For a description of our long-term variable-rate and fixed-rate debt, see Note ~~14:~~13: “Debt” in the Notes to Consolidated Financial Statements in our Fiscal ~~2020~~2021 Form 10-K.

Short-Term Debt: Our short-term debt was $2 million at ~~October~~July 1, ~~2021~~2022 and $2 million at ~~January 1,~~December 31, 2021, ~~in each case~~ consisting of local borrowing by international subsidiaries for working capital needs.

Other Agreements:We have two RSAs with two separate third-party financial institutions that permit us to sell, on a non-recourse basis, up to an aggregate of $100 million ~~each~~ of outstanding receivables at any given time. From time to time, we have sold certain customer receivables under the RSAs, which we continue to service and collect on behalf of the third-party financial ~~institutions~~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 three quarters ended October 1, 2021 or October 2, 2020.~~

~~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 October 1, 2021, we were not participating in any material transactions that generated relationships with unconsolidated entities or financial partnerships, including variable interest entities, and weWe did not have any material retained or contingent interest in assets as defined above. As of October 1, 2021, 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, cash flows or equity, and we were not a party to any related party transactions that materially affect our financial condition, results of operations, cash flows or equity.

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, cash flows or equity.

~~Due to our downsizing of certain operations~~outstanding accounts receivable sold pursuant to ~~acquisitions, divestitures, restructuring plans or otherwise, certain properties leased by us have been sublet~~the RSAs at July 1, 2022. Outstanding accounts receivable sold pursuant to ~~third parties. If any~~the RSAs were $99.9 million at December 31, 2021, with net cash proceeds 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 sub-lessees is individually~~$99.8 million.

Material Cash Requirements and ~~in the aggregate not material to our financial condition, results of operations, cash flows or equity.~~

Commercial Commitments ~~and Contractual Obligations~~

The amounts disclosed in our Fiscal ~~2020~~2021 Form 10-K include our material cash requirements and commercial ~~commitments and contractual obligations.~~commitments. There were no material changes during the ~~three~~two quarters ended ~~October~~July 1, ~~2021~~2022 in our material cash requirements from 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 ~~2020~~2021 Form 10-K.

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. 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; (ii) postretirement benefit

plans; (iii) impairment testing of goodwill; (iv) accounting for business combinations; and (v) 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 ~~2020~~2021 Form 10-K.

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 POC cost-to-cost method of revenue recognition, whereby we measure our progress towards completion of the performance obligation based on the ratio of costs incurred to date to estimated costs at completion under the contract. Because costs incurred represent work performed, we believe this method best depicts the transfer of control of the asset to the customer. Under the POC cost-to-cost method of revenue recognition, a single estimated profit margin is used to recognize profit for each performance obligation over its period of performance. 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 our 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 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 ~~resulted in~~had the following impacts to operating income for the periods presented:


		Quarter Ended				Three Quarters Ended					Quarter Ended				Two Quarters Ended
(In millions)	(In millions)	October 1, 2021		October 2, 2020		October 1, 2021		October 2, 2020		(In millions)	July 1, 2022		July 2, 2021		July 1, 2022		July 2, 2021

Favorable adjustments	Favorable adjustments	$	158	$	180	$	485	$	523	Favorable adjustments	$	99	$	165	$	234	$	327
Unfavorable adjustments	Unfavorable adjustments	(73)		(81)		(238)		(223)		Unfavorable adjustments	(87)		(85)		(176)		(165)
Net operating income adjustments	Net operating income adjustments	$	85	$	99	$	247	$	300	Net operating income adjustments	$	12	$	80	$	58	$	162

The net favorable impact to operating income from EAC adjustments in the quarter and ~~three~~two quarters ended ~~October~~July 1, ~~2021~~2022 reflected benefits of operational performance on programs, including additional retirement of risks and ~~schedule improvements, achievement of incentive payments~~material and ~~realization of synergy~~labor cost savings. There were no ~~EAC adjustments on any~~ individual ~~program with~~ impacts to operating income due to EAC adjustments in the ~~quarters and three~~quarter or two quarters ended ~~October~~July 1, ~~2021~~2022 or ~~October~~July 2, ~~2020~~2021 that were material to our results of operations on a consolidated or segment basis for such periods.

We 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 a 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.

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~~Regulation (“FAR”) 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 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 profit 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 October 1, 2021 and January 1, 2021 was $18.2 billion and $18.9 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.

~~Commercial Aviation Solutions goodwill allocation:~~ ~~As described in more detail in~~ ~~Note I — Goodwill and Other Intangible Assets~~ and elsewhere in the Notes, during the quarter ended July 2, 2021, we adjusted our Aviation Systems segment reporting to better align our businesses and separated the CTS business from our Commercial Aviation Solutions reporting unit, creating a new CTS reporting unit within the Commercial Aviation Solutions sector of our Aviation Systems segment. We assigned $68 million of goodwill to the CTS reporting unit and $779 million of goodwill to the Commercial Aviation Solutions reporting unit on a relative fair value basis. In conjunction with the relative fair value allocation, we tested goodwill assigned to each new reporting unit and concluded that no goodwill impairment existed as of July 2, 2021.

~~CPS business goodwill allocation:~~ ~~As described in more detail in~~ ~~Note B — Business Divestitures~~ in the Notes, we entered into a definitive agreement to sell our CPS business on March 1, 2021. Because the then-pending divestiture of the CPS business represented the disposal of a portion of a reporting unit within our Aviation Systems segment, we assigned $174 million of goodwill to the CPS business disposal group on a relative fair value basis. In conjunction with the relative fair value allocation, we tested goodwill assigned to the CPS business disposal group and goodwill assigned to the retained businesses of the reporting unit for impairment and concluded that goodwill related to the CPS business disposal group was impaired. In connection with the preparation of our financial statements for the quarter ended April 2, 2021, we recorded a non-cash impairment charge of $62 million, which is included in the “Impairment of goodwill and other assets” line item in our Condensed Consolidated Statement of Income (Unaudited) for the three quarters ended October 1, 2021.

~~Electron Devices business goodwill allocation:~~ ~~As described in more detail in~~ ~~Note B — Business Divestitures~~ in the Notes, we entered into a definitive agreement to sell our Electron Devices business on July 2, 2021. Because the then-pending divestiture of the Electron Devices business represented the disposal of a portion of a reporting unit within our Aviation Systems segment, we assigned $15 million of goodwill to the Electron Devices disposal group on a relative fair value basis. In conjunction with the relative fair value allocation, we tested goodwill assigned to the Electron Devices business disposal group and goodwill assigned to the retained businesses of the reporting unit for impairment and concluded that no goodwill impairment existed.

~~Narda-MITEQ business:~~ ~~As described in more detail in~~ ~~Note B — Business Divestitures~~ in the Notes, we classified the Narda-MITEQ business as held for sale during the quarter ended July 2, 2021. Because the potential divestiture of the Narda-MITEQ business represented the disposal of a portion of a reporting unit within our Aviation Systems segment, we assigned $7 million of goodwill to the Narda-MITEQ business on a relative fair value basis. In conjunction with the relative fair value allocation, we tested goodwill assigned to the Narda-MITEQ business 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. We subsequently entered into a definitive agreement on August 31, 2021 to sell the Narda-MITEQ business.

~~ESSCO business:~~ ~~As described in more detail in~~ ~~Note B — Business Divestitures~~ in the Notes, we classified the ESSCO business as held for sale during the quarter ended July 2, 2021. Because the potential divestiture of the ESSCO business represented the disposal of a portion of a reporting unit within our Aviation Systems segment, we assigned $4 million of goodwill to the ESSCO business on a relative fair value basis. In conjunction with the relative fair value allocation, we tested goodwill assigned to the ESSCO business 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. We subsequently entered into a definitive agreement to sell our ESSCO business on September 1, 2021.

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For purposes of allocating goodwill to each disposal group above, we determined the fair value of the disposal group based on the negotiated or expected selling price and the fair value of the retained businesses 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. These fair value determinations are categorized as Level 3 in the fair value hierarchy due to their use of internal projections and unobservable measurement inputs. See ~~Note 1: “Significant Accounting Policies”~~ ~~in the Notes to Consolidated Financial Statements in our Fiscal 2020 Form 10-K for additional information regarding the fair value hierarchy.~~

~~Impairment of long-lived assets~~

During the quarter ended July 2, 2021, we adjusted our Aviation Systems segment reporting to better align our businesses and separated the CTS business from our Commercial Aviation Solutions reporting unit, creating a new CTS reporting unit within the Commercial Aviation Solutions sector of our Aviation Systems segment. To test for potential impairment of the long-lived assets, including identifiable intangible assets and property, plant and equipment, related to CTS, we compared the estimated future cash flows (on an undiscounted basis) to be generated from the use and hypothetical eventual disposition of the asset group to its carrying value and, as a result, we determined the carrying value of the CTS asset group was not recoverable. Next, we prepared an estimate of the fair value of CTS based on a combination of market-based valuation techniques, utilizing quoted market prices and comparable publicly reported transactions and projected discounted cash flows. We compared the fair value of CTS to our carrying value and recorded a $145 million non-cash charge for the impairment of CTS long-lived assets, including $63 million for impairment of identifiable intangible assets, which is included in the “Impairment of goodwill and other assets” line item in our Condensed Consolidated Statement of Income (Unaudited) for the three quarters ended October 1, 2021. See ~~Note H — Property, Plant and Equipment, net~~ ~~and~~ ~~Note I — Goodwill and Other Intangible Assets~~ ~~in the Notes for additional information.~~

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, including expected COVID-related impacts to our businesses; 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 effects of COVID ~~and ongoing attempts to contain and reduce its spread~~ could have a material adverse effect on our business operations, financial condition, results of operations, cash flows and equity.

•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, cash flows and equity.

•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, cash flows and equity.

•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, cash flows and equity.

•Our results of operations and cash flows are substantially affected by our mix of fixed-price, cost-plus and time-and-material type contracts. In particular, our fixed-price contracts could subject us to losses in the event of cost overruns or a significant increase in inflation.

•Our commercial aviation products, systems and services businesses are affected by global demand and economic factors that could negatively impact our financial results.

•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 ~~geopolitical~~geo-political events, but they may adversely affect the markets in which we operate, our ability to insure against risks, our operations or our profitability.

•We 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.

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

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

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

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

•~~Some~~To the extent some of our workforce is or becomes represented by labor unions, so a prolonged work stoppage could harm our business.

•Disputes with our subcontractors or key suppliers, or their inability to perform or 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.

•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 estimates we use in accounting for many of our programs could adversely affect our future financial results.

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

•A downgrade in our credit ratings could materially adversely affect our business.

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

•Changes in our effective tax rate may have an adverse effect on our results of operations.

•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.

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

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

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

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

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

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

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

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 ~~2020~~2021 Form 10-K 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 ~~2020~~2021 Form 10-K 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, cash flows and equity. 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, cash flows and equity. 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.

~~Item 3. Quantitative and Qualitative Disclosures about Market Risk.~~


ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

In the normal course of business, we are exposed to the 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 ~~three~~two quarters ended ~~October~~July 1, ~~2021~~2022 with respect to the information appearing in Part II, Item 7A, “Quantitative and Qualitative Disclosures ~~About~~about Market Risk” of our Fiscal ~~2020~~2021 Form 10-K.

~~Item 4. Controls and Procedures.~~


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 ~~October~~July 1, ~~2021,~~2022, 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 ~~October~~July 1, ~~2021,~~2022 our disclosure controls and procedures were ~~effective.~~effective at the reasonable assurance level.

(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. There have been no changes in our internal control over financial reporting that occurred during the quarter ended ~~October~~July 1, ~~2021~~2022 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.~~


ITEM 1.			LEGAL PROCEEDINGS.

See Note TS — Legal Proceedings and Contingenciesin the Notes for discussion regarding material legal proceedings and contingencies. Except as set forth in such discussion, there have been no material developments in legal proceedings as reported in Item 3. “Legal Proceedings” of our Fiscal ~~2020~~2021 Form 10-K.

~~Item 1A. Risk Factors.~~


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, cash flows and equity as set forth in Item 1A. “Risk Factors” of our Fiscal ~~2020~~2021 Form 10-K. ~~Other than the updated risk factor set forth below, there~~There have been no material changes, other than the amendment below, to the risk factors disclosed in our Fiscal ~~2020~~2021 Form 10-K. We may disclose changes to our risk factors or disclose additional risk factors from time to time in our future filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently believe not to be material also may adversely impact our business, financial condition, results of operations, cash flows and equity.

~~COVID~~Our results of operations and ~~ongoing attempts~~cash flows are substantially affected by our mix of fixed-price, cost-plus and time-and-material type contracts. In particular, our fixed-price contracts could subject us to ~~contain~~losses in the event of cost overruns or a significant increase in or sustained period of increased inflation.

We generate revenue through various fixed-price, cost-plus and ~~reduce~~time-and-material contracts. For a general description of our U.S. Government contracts and subcontracts, including a discussion of revenue generated thereunder and of cost-reimbursable versus fixed-price contracts, see “Item 1. Business - Principal Customers; Government Contracts” of our Fiscal 2021 Form 10-K. For a description of our revenue recognition policies, see “Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations - Critical Accounting Policies and Estimates - Revenue Recognition” of our Fiscal 2021 Form 10-K.

In fiscal 2021, 74% of our revenue was derived from fixed-price contracts which allow us to benefit from cost savings, but subject us to the risk of potential cost overruns, including due to greater than anticipated or a sustained period of increased inflation or unexpected delays, particularly for firm fixed-price contracts because we assume all of the cost burden. If our initial estimates are incorrect, we can lose money (or make more or less money than estimated) on these contracts. U.S. Government contracts can expose us to potentially large losses because the U.S. Government can hold us responsible for completing a project or, in certain circumstances, paying the entire cost of its ~~spread~~replacement by another provider regardless of the size or foreseeability of any cost overruns that occur over the life of the contract. Because many of these contracts involve new technologies and applications and can last for years, unforeseen events, such as technological difficulties, fluctuations in the price of raw materials, a significant increase in or sustained period of increased inflation, problems with our suppliers and cost overruns, can result in the contractual price becoming less favorable or even unprofitable to us over time (which, especially in the case of sharp and significant sustained inflation, could happen quickly). Furthermore, if we do not meet contract deadlines or specifications, we may need to renegotiate contracts on less favorable terms, be forced to pay penalties or liquidated damages or suffer major losses if the customer exercises its right to terminate. In addition, some of our contracts have provisions relating to cost controls and audit rights, and if we fail to meet the terms specified in those contracts, we may not realize their full benefits. Cost overruns would adversely impact our results of operations, which are dependent on our ability to maximize our earnings from our contracts, and the potential risk would be greater if our contracts shifted toward a greater percentage of fixed-price contracts, particularly firm fixed-price contracts. In addition, changes in contract financing policy for fixed-price contracts, such as changes in performance and progress payments policies, including a reversal or modification of the DoD’s March 2020 increase to the applicable progress payment rate from 80% to 90%, could significantly affect the timing of our cash flows.

In fiscal 2021, 26% of our revenue was derived from cost-plus and time-and-material contracts, substantially all of which are with U.S. Government customers. Sales to foreign government and commercial customers are generally under fixed-price arrangements and are included in our fixed-price contract sales. For a cost-plus contract, we are paid our allowable incurred costs plus a profit, which can be fixed or variable depending on the contract’s fee arrangement up to predetermined funding levels established by our customers. For a time-and-material contract, we are paid on the basis of direct labor hours expended at specified fixed-price hourly rates (which include wages, overhead, allowable general and administrative expenses and profit) and materials at cost. Therefore, on cost-plus and time-and-material type contracts, we do not bear the risks of unexpected cost overruns, provided that we do not incur costs that exceed the predetermined funded amounts.

To the extent feasible, we have consistently followed the practice of adjusting our prices to reflect the impact of inflation on salaries and fringe benefits for employees and the cost of purchased materials and services. However, reports show a sharp increase in inflation since in late 2021. Our fixed-price contracts could subject us to losses in the event of cost overruns or such a significant increase in or a sustained period of increased inflation.

Any or all of the foregoing could have a ~~material adverse effect~~negative impact on our business, ~~operations,~~ financial condition, results of operations, cash flows and equity.

COVID, which in fiscal 2020 was recognized as a pandemic by the World Health Organization and declared a national emergency by the U.S. Government, and ongoing attempts to contain and reduce its spread, such as mandatory closures, “shelter-in-place” orders and travel and quarantine restrictions, have caused significant volatility, uncertainty, disruption and other adverse effects on the U.S. and global economies, including impacts to supply chains, customer demand, workforce, international trade and capital markets. These effects have adversely affected certain of our business operations, may further adversely affect our business operations and may materially and adversely affect our financial condition, results of operations, cash flows and equity.

Our response to COVID and related impacts has involved increasing our focus on keeping our employees safe while striving to maintain continuity of operations, meet customer commitments and support suppliers. For example, we instituted numerous types of precautions, protocols and other arrangements designed to protect employees from COVID infections and to comply with applicable regulations, and we have also maintained an active dialog, and in some cases developed plans, with key suppliers in an effort to mitigate supply chain risks or otherwise minimize the potential impact from those risks. The U.S. Government response to COVID 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, which enabled us to keep our U.S. production facilities largely operational in support of national security commitments to U.S. Government customers (as part of the Defense Industrial Base) and to accelerate payments to small business suppliers, which we expect to continue while the U.S. Government’s responsive actions remain in effect.

Although we believe that a large percentage of our revenue, earnings and cash flow that is derived from sales to the U.S. Government, both directly and through prime contractors, will be relatively predictable, in part due to the U.S. Government’s responsive actions described above, our commercial and international businesses have experienced adverse COVID-related impacts and remain at a higher risk of further adverse COVID-related impacts, and we cannot eliminate all potential impacts to our business from supply chain risks, such as longer lead times and shortages of electronics and other components used in our products. 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 Aviation Systems segment’s Commercial Aviation Solutions sector. As a result, we temporarily, and in some circumstances permanently, closed some of our flight training facilities, initiated restructuring and other actions to align resources with the outlook for the commercial aviation market (including workforce reduction and facility consolidation) and also recognized $767 million of charges for impairment of goodwill and other assets and other COVID-related impacts in fiscal 2020.

We are continuing to closely monitor COVID-related impacts on all aspects of our business and geographies, including on our workforce, supply chain and customers. We may continue to restrict operations of our facilities if we deem it necessary or if recommended or mandated by governmental authorities, and we may experience volatility in the overall demand environment for our products, systems and services or impacts to our business from supply chain risks, any of which would have a further adverse impact on us. Our management’s focus on mitigating COVID-related impacts has required and will continue to require a large investment of time and resources across our enterprise, which may impact other value-added services or initiatives. Additionally, it remains uncertain when and on what scale our employees that are working remotely will return to work in person, and an extended period of remote work arrangements could strain our business continuity plans, create additional operational risk, such as cyber security risks, and impair our ability to manage our business. We may suffer damage to our

~~reputation, which could adversely affect our business, if our responses to COVID-related impacts are unsuccessful or perceived as inadequate for the U.S. or our international markets.~~

COVID-related costs for us and our suppliers could be significant, and we are seeking reimbursement of certain COVID-related costs under our U.S. Government contracts through a combination of equitable adjustments to the contract price and reimbursement of the costs under Section 3610 of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), which allows federal agencies to reimburse contractors at the minimum applicable contract billing rate for certain COVID-related costs. Reimbursement of any costs under Section 3610 of the CARES Act would increase sales, but is not expected to be at a profit or fee and, thus, would have the effect of reducing our margins in future periods. These cost increases, including costs for employees whose jobs cannot be performed remotely, may not be fully recoverable under our contracts, particularly fixed-price contracts, or adequately covered by insurance. We also have no assurance that Congress will appropriate funds to cover the reimbursement of defense contractors as authorized by the CARES Act, which could reduce funds available for other U.S. Government defense priorities.

The manner and extent to which COVID-related disruptions and impacts further affect us, directly and indirectly by affecting our workforce, supply chain and customers, including on our ability to perform under U.S. Government and other contracts within agreed timeframes and ultimately on our results of operations and cash flows, will depend on numerous evolving factors and future developments, including: the ultimate severity and duration of COVID; the extent, effectiveness and other impacts and consequences of governmental authority containment, mitigation and other actions related to COVID; governmental, business and other actions, which could include closures or other limitations on our or our supply chain’s operations or mandates to provide products, systems or services; impacts on economic activity and customer demand, budgets and buying patterns, including global air traffic demand and governmental subsidies to airlines; the health of and the effect on our workforce and our ability to meet staffing needs in our businesses and facilities, particularly if members of our workforce 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 weaker economic conditions; potential effects on our internal controls, including those over financial reporting, as a result of changes in working environments, among others; and disruptions or turmoil in the credit or financial markets or impacts on our credit ratings, which could adversely affect our ability to access capital on favorable terms and continue to meet our liquidity needs.

On September 9, 2021, President Biden issued an executive order requiring the publication of COVID Workplace Safety: Guidance for Federal Contractors and Subcontractors (the “Guidance”). In general, implementation of the Guidance will require U.S.-based government contractor employees to be fully vaccinated against COVID unless a religious or medical exemption applies. We are mandating our U.S.-based employees be fully vaccinated against COVID by December 8, 2021 to comply with President Biden’s executive order and the Guidance. The mandates could result in employee attrition for us or our subcontractors, which could materially and adversely affect our financial condition, results of operations, cash flows and equity.

All of the evolving factors and future developments, including potential impacts to our business from supply chain risks, such as disruptions in the supply of electronics and other components used in our products, and from COVID vaccine mandates, are highly uncertain and unpredictable and also could exacerbate other risks discussed in Item 1A. “Risk Factors” of our Fiscal 2020 Form 10-K, as well as affect us in a manner that we are not aware of currently, any of which could have a material effect on us.

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.~~


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

Issuer Purchases of Equity Securities

During the quarter ended ~~October~~July 1, ~~2021,~~2022, we repurchased ~~5.8~~1.8 million shares of our common stock under our share repurchase program for ~~$1,325~~$421 million at an average share price of ~~$229.34,~~$237.28, excluding commissions of $0.02 per share. The level and timing 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. We have announced that we currently expect to repurchase up to ~~$3.4~~$1.5 billion in shares under our repurchase program in fiscal ~~2021,~~2022, but we can give no assurances regarding the level and timing of share repurchases. 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 cancelled and retired.

The following table sets forth information with respect to repurchases by us of our common stock during the quarter ended ~~October~~July 1, ~~2021:~~

2022:


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) ($ in millions)		Period*	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs(1)	Maximum approximate dollar value of shares that may yet be purchased under the plans or programs(1) ($ in millions)

Month No. 1	Month No. 1							Month No. 1
(July 3, 2021 - July 30, 2021)
(April 2, 2022-April 29, 2022)								(April 2, 2022-April 29, 2022)
Repurchase program(1)	Repurchase program(1)	849,852	$	223.53	849,852	$	4,471	Repurchase program(1)	20,931	$	243.44	20,931	$2,223
Employee transactions(2)	Employee transactions(2)	64,127	224.04		—	—		Employee transactions(2)	6,517	$	250.99	—	—
Month No. 2	Month No. 2							Month No. 2
(July 31, 2021 - August 27, 2021)
(April 30, 2022-May 27, 2022)								(April 30, 2022-May 27, 2022)
Repurchase program(1)	Repurchase program(1)	2,316,314	$	232.15	2,316,314	$	3,933	Repurchase program(1)	1,645,000	$	237.98	1,645,000	$1,831

Employee transactions(2)	Employee transactions(2)	6,898	230.41		—	—		Employee transactions(2)	3,167	$	237.73	—	—
Month No. 3	Month No. 3							Month No. 3
(August 28, 2021 - October 1, 2021)
(May 28, 2022-July 1, 2022)								(May 28, 2022-July 1, 2022)
Repurchase program(1)	Repurchase program(1)	2,610,905	$	228.74	2,610,905	$	3,336	Repurchase program(1)	109,319	$	225.61	109,319	$1,807
Employee transactions(2)	Employee transactions(2)	28,320	229.24		—	—		Employee transactions(2)	136,772	$	242.76	—	—
Total	Total	5,876,416			5,777,071	$	3,336	Total	1,921,706			1,775,250	$1,807

_______________

* Periods represent our fiscal ~~months~~months.

(1)On January 28, 2021, we announced that our Board of Directors approved a $6 billion share repurchase authorization under our share repurchase program that was in addition to the remaining unused authorization of $210 million as of January 1, 2021. We repurchase shares of our common stock through open-market purchases, private transactions, transactions structured through investment banking institutions or any combination thereof. As of ~~October~~July 1, ~~2021, $3.3~~2022, $1.8 billion (as reflected in the table above) was the approximate dollar amount of our common stock that can still be purchased under our share repurchase program, which does not have a stated expiration date.

(2)Represents a combination ~~of:~~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~~second quarter of fiscal ~~2021,~~2022, we did not issue or sell any unregistered equity securities.

~~Item 3. Defaults Upon Senior Securities.~~


ITEM 3.			DEFAULTS UPON SENIOR SECURITIES

~~Not Applicable.~~None.

~~Item 4. Mine Safety Disclosures.~~


ITEM 4.			MINE SAFETY DISCLOSURES.

Not ~~Applicable.~~applicable.

~~Item 5. Other Information.~~

~~Not Applicable.~~


ITEM 5.			OTHER INFORMATION.

4432

None.

~~Item 6. Exhibits.~~

~~EXHIBIT INDEX~~


ITEM 6.			EXHIBITS.

The following exhibits are filed herewith or are incorporated herein by reference to exhibits previously filed with the SEC:


~~(3)~~						(a) Restated Certificate of Incorporation of L3Harris Technologies, Inc. (1995), as amended, incorporated herein by reference to Exhibit 3(a) to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 7, 2020. (Commission File Number 1-3863)
						(b) Amended and Restated By-Laws of L3Harris Technologies, Inc., incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2020. (Commission File Number 1-3863)
*(10.1)						~~Summary~~ of ~~Annual Compensation of L3Harris Technologies, Inc. Non-Employee Directors, effective as of January 1, 2022, incorporated herein by reference to Exhibit 10.1 to~~ ~~the Company’s Current Report on Form 8-~~K ~~filed with the SEC on August 4, 2021. (Commission File Number 1-3863)~~
*(10.2)						~~Amendment~~ ~~Number Five~~ ~~to the L3Harris Retirement Savings Plan~~ (~~amended and restated effective January 1, 2021~~)~~, dated~~ ~~August 23, 2021~~.
*(10.3)						~~Amendment~~ ~~Number Six~~ ~~to the L3Harris Retirement Savings Plan~~ (~~amended and restated effective January 1, 2021~~)~~, dated~~ ~~September 27, 2021~~.
*(10.4)						~~Amendment~~ ~~Number~~ S ~~even~~ ~~to the L3Harris Retirement Savings Plan~~ (~~amended and restated effective January 1, 2021~~)~~, dated~~ ~~September 27, 2021~~.
~~(15)~~						~~Letter Regarding Unaudited Interim Financial Information~~
~~(31.1)~~						~~Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer~~
~~(31.2)~~						~~Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer~~
~~(32.1)~~						~~Section 1350 Certification of Chief Executive Officer~~
~~(32.2)~~						~~Section 1350 Certification of Chief Financial Officer~~
~~(101)~~						The financial information from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2021 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Statement of Income, (ii) the 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.
~~(104)~~						(3)(a ) Restated Certificate of Incorporation of L3Harris Technologies, Inc. (1995), as amended. (3)(b) Amended and Restated By-Laws of L3Harris Technologies, Inc., as amended. (15) Letter Regarding Unaudited Interim Financial Information. (31.1) Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. (31.2) Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. (32.1) Section 1350 Certification of Chief Executive Officer. (32.2) Section 1350 Certification of Chief Financial Officer. (101) The financial information from L3Harris Technologies, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended July 1, 2022 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Statement of Income, (ii) the 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 Condensed Consolidated Financial Statements. (104) Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101.

~~_______________~~

* Management contract or compensatory plan or arrangement

4533

~~SIGNATURE~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~report~~Report to be signed on its behalf by the undersigned, thereunto duly authorized.

L3HARRIS TECHNOLOGIES, INC.

(Registrant)

Date: ~~October~~July 29, ~~2021~~2022

By:

/s/ ~~Jesus Malave Jr.~~MICHELLE L. TURNER

~~Jesus Malave Jr.~~Michelle L. Turner

Senior Vice President and Chief Financial Officer

(~~principal financial officer and duly authorized officer)~~Principal Financial Officer)


(In millions)	Narda-MITEQ business		ESSCO business		Consolidated Total

Receivables, net	$	14	$	3	$	17
Contract assets	12		1		13
Inventories	26		4		30
Other current assets	1		—		1
Property, plant and equipment, net	11		4		15
Goodwill	7		4		11
Other intangible assets	21		10		31
Deferred taxes	1		—		1
Other non-current assets	33		3		36
Assets of businesses held for sale	$	126	$	29	$	155

Accounts payable	$	7	$	2	$	9
Contract liabilities	2		2		4
Other accrued items	7		2		9
Other non-current liabilities	34		2		36
Deferred taxes	—		2		2
Liabilities of businesses held for sale	$	50	$	10	$	60


(In millions)	Business Segment(1)	Date of Divestiture	Sale Price		Net Cash Proceeds(2)

Three quarters ended October 1, 2021
Electron Devices business(3)	Aviation Systems	October 1, 2021	$	185	$	173
VSE disposal group(4)	Aviation Systems	July 30, 2021	20		19
CPS business(5)	Aviation Systems	July 2, 2021	398		347
Military training business(6)	Aviation Systems	July 2, 2021	1,050		1,059
			$	1,653	$	1,598
Fiscal year ended January 1, 2021
EOTech business(7)	Communication Systems	July 31, 2020	$	42	$	40
Applied Kilovolts business(8)	Space and Airborne Systems	May 15, 2020	12		12
Airport security and automation business(9)	Aviation Systems	May 4, 2020	1,000		987
			$	1,054	$	1,039


	Quarter Ended October 1, 2021				Three Quarters Ended October 1, 2021
(In millions)	Pension		Other Benefits		Pension		Other Benefits

Net periodic benefit income
Service cost	$	16	$	1	$	52	$	2
Interest cost	47		1		139		4
Expected return on plan assets	(155)		(5)		(467)		(15)
Amortization of net actuarial loss	7		—		26		—
Amortization of prior service credit (cost)	(7)		1		(21)		1

Net loss from curtailments and settlements	7		—		4		—
Net periodic benefit income	$	(85)	$	(2)	$	(267)	$	(8)


	Quarter Ended October 2, 2020				Three Quarters Ended October 2, 2020
(In millions)	Pension		Other Benefits		Pension		Other Benefits

Net periodic benefit income
Service cost	$	17	$	—	$	49	$	1
Interest cost	68		3		205		7
Expected return on plan assets	(158)		(5)		(473)		(15)
Amortization of net actuarial loss (gain)	2		(1)		7		(2)
Amortization of prior service credit	(7)		—		(21)		—
Contractual termination cost(1)	—		—		1		—

Net periodic benefit income	$	(78)	$	(3)	$	(232)	$	(9)