UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~March 31,~~June 30, 2023


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

Commission File Number 1-3863

L3HARRIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


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

1025 West NASA Boulevard

Melbourne,

Florida

32919

(Address of principal executive offices)

(Zip Code)

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $1.00 per share

LHX

New York Stock Exchange

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

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

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

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

Smaller reporting company

☐

Emerging growth company

☐

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

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

The number of shares outstanding of the registrant’s common stock as of ~~April~~July 21, 2023 was ~~189,453,379.~~189,132,693.

L3HARRIS TECHNOLOGIES, INC.

FORM 10-Q

For the Quarter Ended ~~March 31,~~June 30, 2023

TABLE OF CONTENTS


		Page No.

Part I. Financial Information:
	ITEM 1. Financial Statements (Unaudited):
	Condensed Consolidated Statement of Operations for the Quarter and Two Quarters Ended ~~March 31,~~June 30, 2023 and ~~April~~July 1, 2022	2
	Condensed Consolidated Statement of Comprehensive Income for the Quarter and Two Quarters Ended ~~March 31,~~June 30, 2023 and ~~April~~July 1, 2022	3
	Condensed Consolidated Balance Sheet at ~~March 31,~~June 30, 2023 and December 30, 2022	4
	Condensed Consolidated Statement of Cash Flows for the Two Quarters Ended ~~March 31,~~June 30, 2023 and ~~April~~July 1, 2022	5
	Condensed Consolidated Statement of Equity for the Quarter and Two Quarters Ended ~~March 31,~~June 30, 2023 and ~~April~~July 1, 2022	6
	Notes to Condensed Consolidated Financial Statements	78
	Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)	2022
	ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2123
	ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	3136
	ITEM 4. Controls and Procedures	3237

Part II. Other Information:
	ITEM 1. Legal Proceedings	3338
	ITEM 1A. Risk Factors	3338
	ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	3338
	ITEM 3. Defaults Upon Senior Securities	3439
	ITEM 4. Mine Safety Disclosures	3439
	ITEM 5. Other Information	3439
	ITEM 6. Exhibits	3439

Signatures	3641

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

PART I. FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS.

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)
Quarter Ended
(In millions, except per share amounts) March 31, 2023 April 1, 2022

Revenue from product sales and services $ 4,471 $ 4,103
Cost of product sales and services (3,305) (2,860)
Engineering, selling and administrative expenses (773) (745)
Non-operating income, net 82 106
Interest expense, net (102) (68)
Income before income taxes 373 536
Income taxes (34) (61)
Net income 339 475
Noncontrolling interests, net of income taxes (2) —
Net income attributable to L3Harris Technologies, Inc. $ 337 $ 475
Net income per common share attributable to L3Harris Technologies, Inc. common shareholders
Basic $ 1.77 $ 2.46
Diluted $ 1.76 $ 2.44
Basic weighted average common shares outstanding 190.2 193.2
Diluted weighted average common shares outstanding 191.2 195.1


	Quarter Ended				Two Quarters Ended
(In millions, except per share amounts)	June 30, 2023		July 1, 2022		June 30, 2023		July 1, 2022

Revenue from product sales and services	$	4,693	$	4,135	$	9,164	$	8,238
Cost of product sales and services	(3,476)		(2,907)		(6,763)		(5,767)
Engineering, selling and administrative expenses	(783)		(744)		(1,556)		(1,489)
Business divestiture-related gains, net	26		—		26		—
Impairment of other assets	(60)		—		(78)		—
Non-operating income, net	83		108		165		214
Interest expense, net	(111)		(67)		(213)		(135)
Income before income taxes	372		525		745		1,061
Income taxes	(21)		(55)		(55)		(116)


Net income	351		470		690		945
Noncontrolling interests, net of income taxes	(2)		1		(4)		1
Net income attributable to L3Harris Technologies, Inc.	$	349	$	471	$	686	$	946






Net income per common share attributable to L3Harris Technologies, Inc. common shareholders



Basic	$	1.84	$	2.45	$	3.61	$	4.91




Diluted	$	1.83	$	2.42	$	3.60	$	4.86

Basic weighted-average common shares outstanding	189.2		192.1		189.7		192.6
Diluted weighted-average common shares outstanding	190.1		194.0		190.7		194.5

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

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)
Quarter Ended
(In millions) March 31, 2023 April 1, 2022

Net income $ 339 $ 475
Other comprehensive income:
Foreign currency translation gain (loss), net of income taxes 7 (3)
Net unrealized gain on hedging derivatives, net of income taxes 5 5
Other comprehensive income, recognized during the period 12 2
Reclassification adjustments for gains included in net income (12) (6)
Other comprehensive loss, net of income taxes: — (4)
Total comprehensive income 339 471
Comprehensive income attributable to noncontrolling interests (2) —
Total comprehensive income attributable to L3Harris Technologies, Inc. $ 337 $ 471


	Quarter Ended				Two Quarters Ended
(In millions)	June 30, 2023		July 1, 2022		June 30, 2023		July 1, 2022

Net income	$	351	$	470	$	690	$	945
Other comprehensive income (loss):
Foreign currency translation income (loss), net of income taxes	28		(73)		35		(76)
Net unrealized income (loss) on hedging derivatives, net of income taxes	4		(7)		9		(2)

Other comprehensive income (loss), recognized during the period	32		(80)		44		(78)
Reclassification adjustments for gains included in net income	(7)		(2)		(19)		(8)
Other comprehensive income (loss), net of income taxes	25		(82)		25		(86)
Total comprehensive income	376		388		715		859
Comprehensive (income) loss attributable to noncontrolling interest	(2)		1		(4)		1
Total comprehensive income attributable to L3Harris Technologies, Inc.	$	374	$	389	$	711	$	860

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

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

(In millions, except shares) March 31, 2023 December 30, 2022
Assets
Current Assets
Cash and cash equivalents $ 545 $ 880
Receivables, net of allowances for collection losses of $38 and $40, respectively 1,231 1,251
Contract assets 3,274 2,987
Inventories 1,541 1,291
Income taxes receivable 41 40
Other current assets 307 258
Assets of business held for sale 61 47
Total current assets 7,000 6,754
Non-current Assets
Property, plant and equipment, net 2,133 2,104
Operating lease right-of-use assets 756 756
Goodwill 18,291 17,283
Other intangible assets, net 6,688 6,001
Deferred income taxes 74 73
Other non-current assets 565 553
Total assets $ 35,507 $ 33,524
Liabilities and Equity
Current Liabilities
Short-term debt $ 2 $ 2
Accounts payable 2,054 1,945
Contract liabilities 1,525 1,400
Compensation and benefits 285 398
Other accrued items 946 818
Income taxes payable 508 376
Current portion of long-term debt, net 811 818
Liabilities of business held for sale 20 19
Total current liabilities 6,151 5,776
Non-current Liabilities
Defined benefit plans 208 262
Operating lease liabilities 735 741
Long-term debt, net 8,220 6,225
Deferred income taxes 570 719
Other long-term liabilities 1,215 1,177
Total liabilities 17,099 14,900
Equity
Shareholders’ Equity:
Preferred stock, without par value; 1,000,000 shares authorized; none issued — —
Common stock, $1.00 par value; 500,000,000 shares authorized; issued and outstanding 189,360,959 and 190,611,458 shares at March 31, 2023 and December 30, 2022, respectively 189 191
Other capital 15,407 15,677
Retained earnings 2,998 2,943
Accumulated other comprehensive loss (288) (288)
Total shareholders’ equity 18,306 18,523
Noncontrolling interests 102 101
Total equity 18,408 18,624
Total liabilities and equity $ 35,507 $ 33,524


(In millions, except shares)	June 30, 2023		December 30, 2022

Assets
Current Assets
Cash and cash equivalents	$	366	$	880
Receivables, net of allowances for collection losses of $35 and $40, respectively	1,383		1,251
Contract assets	3,164		2,987
Inventories	1,555		1,291
Income taxes receivable	48		40
Other current assets	334		258
Assets of business held for sale	—		47
Total current assets	6,850		6,754
Non-current Assets
Property, plant and equipment, net	2,186		2,104
Operating lease right-of-use assets	725		756
Goodwill	18,417		17,283
Other intangible assets, net	6,401		6,001
Deferred income taxes	84		73
Other non-current assets	699		553

Total assets	$	35,362	$	33,524
Liabilities and Equity
Current Liabilities
Short-term debt	$	582	$	2
Accounts payable	2,029		1,945
Contract liabilities	1,648		1,400
Compensation and benefits	389		398
Other accrued items	935		818
Income taxes payable	365		376
Current portion of long-term debt, net	361		818
Liabilities of business held for sale	—		19
Total current liabilities	6,309		5,776
Non-current Liabilities
Defined benefit plans	184		262
Operating lease liabilities	714		741
Long-term debt, net	7,867		6,225
Deferred income taxes	452		719
Other long-term liabilities	1,305		1,177
Total liabilities	16,831		14,900
Equity
Shareholders’ Equity:
Preferred stock, without par value; 1,000,000 shares authorized; none issued	—		—
Common stock, $1.00 par value; 500,000,000 shares authorized; issued and outstanding 189,085,602 and 190,611,458 shares at June 30, 2023 and December 30, 2022, respectively	189		191
Other capital	15,391		15,677
Retained earnings	3,111		2,943
Accumulated other comprehensive loss	(263)		(288)
Total shareholders’ equity	18,428		18,523
Noncontrolling interests	103		101
Total equity	18,531		18,624
Total liabilities and equity	$	35,362	$	33,524

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

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)
Quarter Ended
(In millions) March 31, 2023 April 1, 2022
Operating Activities
Net income $ 339 $ 475
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of acquisition-related intangibles 165 152
Depreciation and other amortization 85 80
Share-based compensation 23 28
Share-based matching contributions under defined contribution plans 57 55
Pension and other postretirement benefit plan income (71) (99)
Deferred income taxes (115) (162)
(Increase) decrease in:
Receivables, net 48 (239)
Contract assets (269) (93)
Inventories (86) (108)
Other current assets (40) (25)
Increase (decrease) in:
Accounts payable 90 (43)
Contract liabilities 97 (16)
Compensation and benefits (115) (154)
Other accrued items 63 (12)
Income taxes 130 203
Other operating activities (51) (3)
Net cash provided by operating activities 350 39
Investing Activities
Net cash paid for acquired business (1,973) —
Additions to property, plant and equipment (71) (55)
Cash used for equity investments (5) (9)
Other investing activities 1 —
Net cash used in investing activities (2,048) (64)
Financing Activities
Proceeds from borrowings, net of issuance cost 2,248 1
Repayments of borrowings (255) (5)
Proceeds from exercises of employee stock options 11 30
Repurchases of common stock (396) (308)
Cash dividends (220) (218)
Tax withholding payments associated with vested share-based awards (26) (12)
Other financing activities (1) (1)
Net cash provided by (used in) financing activities 1,361 (513)
Effect of exchange rate changes on cash and cash equivalents 2 (1)
Net decrease in cash and cash equivalents (335) (539)
Cash and cash equivalents, beginning of period 880 941
Cash and cash equivalents, end of period $ 545 $ 402


	Two Quarters Ended
(In millions)	June 30, 2023		July 1, 2022

Operating Activities
Net income	$	690	$	945
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of acquisition-related intangibles	338		303
Depreciation and other amortization	168		162
Share-based compensation	45		69
Share-based matching contributions under defined contribution plans	121		113
Pension and other postretirement benefit plan income	(141)		(198)
Impairment of other assets	78		—
Business divestiture-related gain, net	(26)		—
Gain on sale of asset group	—		(8)
Deferred income taxes	(243)		(326)
(Increase) decrease in:
Receivables, net	(105)		(146)
Contract assets	(159)		(25)
Inventories	(99)		(259)
Other current assets	(67)		31
Increase (decrease) in:
Accounts payable	23		(44)
Contract liabilities	220		(21)
Compensation and benefits	(10)		(63)
Other accrued items	(3)		(103)
Income taxes	10		376
Other operating activities	(76)		(18)
Net cash provided by operating activities	764		788
Investing Activities
Net cash paid for acquired business	(1,973)		—
Additions to property, plant and equipment	(164)		(117)
Proceeds from sale of property, plant and equipment, net	—		4
Proceeds from sales of businesses, net	71		2
Proceeds from sale of asset group, net	—		18
Cash used for equity investments	(9)		(30)
Other investing activities	1		2
Net cash used in investing activities	(2,074)		(121)
Financing Activities
Proceeds from borrowings, net of issuance cost	2,249		7
Repayments of borrowings	(1,060)		(10)
Change in commercial paper, net	579		—


Proceeds from exercises of employee stock options	13		34
Repurchases of common stock	(518)		(729)
Cash dividends	(436)		(435)
Tax withholding payments associated with vested share-based awards	(28)		(38)
Other financing activities	(5)		(3)
Net cash provided by (used in) financing activities	794		(1,174)
Effect of exchange rate changes on cash and cash equivalents	2		(14)
Net decrease in cash and cash equivalents	(514)		(521)
Cash and cash equivalents, beginning of period	880		941
Cash and cash equivalents, end of period	$	366	$	420

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 December 30, 2022		$	191	$	15,677	$	2,943	$	(288)	$	101	$	18,624
Balance at March 31, 2023														Balance at March 31, 2023	$	189	$	15,407	$	2,998	$	(288)	$	102	$	18,408
Net income	Net income	—		—		337		—		2		339		Net income	—		—		349		—		2		351

Other comprehensive income, net of income taxes														Other comprehensive income, net of income taxes	—		—		—		25		—		25
Shares issued under stock incentive plans	Shares issued under stock incentive plans	—		11		—		—		—		11		Shares issued under stock incentive plans	—		2		—		—		—		2
Shares issued under defined contribution plans	Shares issued under defined contribution plans	—		57		—		—		—		57		Shares issued under defined contribution plans	1		63		—		—		—		64
Share-based compensation expense	Share-based compensation expense	—		23		—		—		—		23		Share-based compensation expense	—		22		—		—		—		22
Tax withholding payments on share-based awards	Tax withholding payments on share-based awards	—		(26)		—		—		—		(26)		Tax withholding payments on share-based awards	—		(2)		—		—		—		(2)
Repurchases and retirement of common stock	Repurchases and retirement of common stock	(2)		(332)		(62)		—		—		(396)		Repurchases and retirement of common stock	(1)		(101)		(20)		—		—		(122)
Cash dividends ($1.14 per share)	Cash dividends ($1.14 per share)	—		—		(220)		—		—		(220)		Cash dividends ($1.14 per share)	—		—		(216)		—		—		(216)
Other														Other	—		—		—		—		(1)		(1)
Balance at June 30, 2023														Balance at June 30, 2023	$	189	$	15,391	$	3,111	$	(263)	$	103	$	18,531

Other		—		(3)		—		—		(1)		(4)
Balance at March 31, 2023		$	189	$	15,407	$	2,998	$	(288)	$	102	$	18,408

Balance at December 31, 2021		$	194	$	16,248	$	2,917	$	(146)	$	106	$	19,319
Net income		—		—		475		—		—		475
Balance as of April 1, 2022														Balance as of April 1, 2022	$	193	$	16,089	$	3,128	$	(150)	$	106	$	19,366
Net income (loss)														Net income (loss)	—		—		471		—		(1)		470
Other comprehensive loss, net of income taxes	Other comprehensive loss, net of income taxes	—		—		—		(4)		—		(4)		Other comprehensive loss, net of income taxes	—		—		—		(82)		—		(82)
Shares issued under stock incentive plans	Shares issued under stock incentive plans	—		30		—		—		—		30		Shares issued under stock incentive plans	—		4		—		—		—		4
Shares issued under defined contribution plans	Shares issued under defined contribution plans	—		55		—		—		—		55		Shares issued under defined contribution plans	1		57		—		—		—		58
Share-based compensation expense	Share-based compensation expense	—		28		—		—		—		28		Share-based compensation expense	—		41		—		—		—		41
Tax withholding payments on share-based awards	Tax withholding payments on share-based awards	—		(12)		—		—		—		(12)		Tax withholding payments on share-based awards	—		(26)		—		—		—		(26)
Repurchases and retirement of common stock	Repurchases and retirement of common stock	(1)		(260)		(47)		—		—		(308)		Repurchases and retirement of common stock	(2)		(351)		(68)		—		—		(421)
Cash dividends ($1.12 per share)	Cash dividends ($1.12 per share)	—		—		(218)		—		—		(218)		Cash dividends ($1.12 per share)	—		—		(217)		—		—		(217)
Distributions to noncontrolling interests		—		—		—		—		(1)		(1)
Other	Other	—		—		1		—		1		2		Other	—		—		(2)		—		(1)		(3)
Balance at April 1, 2022		$	193	$	16,089	$	3,128	$	(150)	$	106	$	19,366
Balance as of July 1, 2022														Balance as of July 1, 2022	$	192	$	15,814	$	3,312	$	(232)	$	104	$	19,190

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

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY (continued)

(Unaudited)


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

Balance at December 30, 2022	$	191	$	15,677	$	2,943	$	(288)	$	101	$	18,624
Net income	—		—		686		—		4		690
Other comprehensive income, net of income taxes	—		—		—		25		—		25
Shares issued under stock incentive plans	—		13		—		—		—		13
Shares issued under defined contribution plans	1		120		—		—		—		121
Share-based compensation expense	—		45		—		—		—		45
Tax withholding payments on share-based awards	—		(28)		—		—		—		(28)
Repurchases and retirement of common stock	(3)		(433)		(82)		—		—		(518)
Cash dividends ($2.28 per share)	—		—		(436)		—		—		(436)
Other	—		(3)		—		—		(2)		(5)
Balance at June 30, 2023	$	189	$	15,391	$	3,111	$	(263)	$	103	$	18,531

Balance as of December 31, 2021	$	194	$	16,248	$	2,917	$	(146)	$	106	$	19,319
Net income (loss)	—		—		946		—		(1)		945
Other comprehensive loss, net of income taxes	—		—		—		(86)		—		(86)
Shares issued under stock incentive plans	—		34		—		—		—		34
Shares issued under defined contribution plans	1		112		—		—		—		113
Share-based compensation expense	—		69		—		—		—		69
Tax withholding payments on share-based awards	—		(38)		—		—		—		(38)
Repurchases and retirement of common stock	(3)		(611)		(115)		—		—		(729)
Cash dividends ($2.24 per share)	—		—		(435)		—		—		(435)
Other	—		—		(1)		—		(1)		(2)
Balance as of July 1, 2022	$	192	$	15,814	$	3,312	$	(232)	$	104	$	19,190

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE A: BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying Condensed Consolidated Financial Statements include the accounts of L3Harris Technologies, Inc. and its consolidated subsidiaries. As used in these ~~Notes~~notes to ~~the~~ Condensed Consolidated Financial Statements (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.

The accompanying Condensed Consolidated Financial Statements 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 U.S. 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 and are not necessarily indicative of the results that may be expected for the full fiscal year or any subsequent period.

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 balance sheet at December 30, 2022 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. The accompanying Condensed Consolidated Financial Statements should be read in conjunction with Part II: Item 7. 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 December 30, 2022 (our "Fiscal 2022 Form 10-K").

Business Realignment. Effective for fiscal 2023, which began December 31, 2022, we adjusted our reporting to better align our businesses and transferred our Agile Development Group (“ADG”) business from our Integrated Mission Systems ("IMS") segment to our Space & Airborne Systems (“SAS”) segment.

The historical results, discussion and presentation of our business segments as set forth in the accompanying Condensed Consolidated Financial Statements 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 operations, balance sheets, statements of cash flows or statements of equity resulting from these changes.

See Note G: Goodwill and Other Intangible Assets and Note O: Business Segment Information in these Notes for further information.

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 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 and these Notes. Materially different results can occur as circumstances change and additional information becomes known.

Reclassifications

The classification of certain prior year amounts have been adjusted in our Condensed Consolidated Financial Statements and these Notes to conform to current year classifications.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Accounting Standards Updates

In October 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Accounting Standards Codification ("ASC") 2014-09, Revenue from Contracts with Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted the new standard effective December 31, 2022. On January 3, 2023, we completed the acquisition of Viasat, Inc.’s (“Viasat”) Tactical Data ~~Link~~Links product line (“TDL”) and applied the provisions of ASU 2021-08 in our purchase accounting for TDL. The adoption of the new standard did not have a material impact on our operating results, financial position, or cash flows. For more information regarding the TDL acquisition see Note B: Acquisitions, Divestitures and ~~Divestitures~~Asset Sales in these Notes for further information.

NOTE B: ACQUISITIONS, DIVESTITURES AND ~~DIVESTITURES~~ASSET SALES

Acquisition of ~~Viasat, Inc.’s~~Viasat’s TDL

On January 3, 2023, we completed the acquisition of TDL for a purchase price of $1.958 billion. The acquisition, which qualified as a business acquisition, ~~and~~ enhances our networking capability and provides ~~immediate~~ access to the ubiquitous Link 16 waveform, better positioning us to enable the U.S. Department of Defense (“DoD”) integrated architecture goal in joint all-domain command and control (“JADC2”).

~~In connection with the acquisition, on~~On November 22, 2022, we established a $2.25 billion, three-year senior unsecured term loan facility by entering into a Loan Agreement (“Term Loan 2025”) with a syndicate of ~~lenders. We used borrowings under Term Loan 2025~~lenders, in part, to finance the acquisition. See Note H: Debt and Credit Arrangements in these Notes for further information regarding Term Loan 2025.

Net assets and results of operations of TDL are reflected in our financial results commencing on January 3, 2023, the acquisition date, and are reported within our Communication Systems (“CS”) segment.

~~Consideration Transferred.~~We accounted for the acquisition of TDL using the acquisition method of accounting, which required us to measure identifiable assets acquired and liabilities assumed in the acquiree at their fair values as of the acquisition date, with the excess of the consideration transferred over those fair values recorded as goodwill. Our preliminary fair value estimates and assumptions are subject to change as we obtain additional information over the measurement period.

As of the acquisition date, the fair value of consideration transferred consisted of the following:


(In millions)	January 3, 2023
Purchase price	$	1,958
Estimated net working capital and other adjustments	15
Cash consideration paid	1,973
Settlement of preexisting relationship(1)	1
Fair value of consideration transferred	$	1,974

_______________

(1)Prior to the acquisition, we had a preexisting relationship with Viasat’s TDL business in the normal course of business. As of the ~~closing~~acquisition date, our CS segment had a receivable from Viasat’s TDL business with a fair value of $1 million that was settled in connection with the acquisition.

~~Purchase Price Allocation.~~ We accounted for the acquisition of TDL using the acquisition method of accounting, with assets acquired and liabilities assumed recorded at a preliminary fair value of consideration transferred of $1.974 billion, based on information currently available, with any excess of the purchase price over the fair value of assets acquired and liabilities assumed recorded as goodwill.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes the preliminary allocation of the fair value of consideration transferred to assets acquired and liabilities assumed as of the acquisition ~~date:~~date and the measurement period adjustments recorded since the acquisition date through June 30, 2023:

~~(In millions)~~


	January 3, 2023
(In millions)	Preliminary		Measurement Period Adjustments, Net1		Preliminary Adjusted

Receivables	$	28	$	—	$	28
Contract assets	18		—		18
Inventories	164		1		165
Other current assets	9		—		9
Property, plant and equipment	50		—		50
Operating lease right-of-use assets	12		—		12
Goodwill	1,014		103		1,117
Other intangible assets	850		(98)		752
Deferred income taxes	33		2		35
Other non-current assets	6		(1)		5
Total assets acquired	$	2,184	$	7	$	2,191

Accounts payable	$	20	$	—	$	20
Contract liabilities	28		—		28
Compensation and benefits	2		—		2
Other accrued items	119		1		120
Operating lease liabilities	10		—		10
Other long-term liabilities	31		6		37
Total liabilities assumed	$	210	$	7	$	217

Net assets acquired	$	1,974	$	—	$	1,974

_______________

(1)Fair value adjustments during the quarter ended June 30, 2023 primarily related to refined assumptions in the valuation of customer relationship intangible assets.

~~January 3, 2023~~

~~Receivables~~

~~Contract assets~~

~~Inventories~~

~~164~~

~~Other current assets~~

~~Property, plant and equipment~~

~~Operating lease right-of-use assets~~

~~Goodwill~~

~~1,014~~

~~Other intangible assets~~

~~850~~

~~Deferred income tax~~

~~Other non-current assets~~

~~Total assets acquired~~

~~2,184~~

~~Accounts payable~~

~~Contract liabilities~~

~~Compensation and benefits~~

~~Other accrued items~~

~~119~~

~~Operating lease liabilities~~

~~Other long-term liabilities~~

~~Total liabilities assumed~~

~~210~~

~~Net assets acquired~~

~~1,974~~

Our preliminary estimates and assumptions are subject to change as we obtain additional information during the measurement period (up to one year from the acquisition date); therefore, these provisional measurements of the assets acquired ~~assets~~ and liabilities assumed are subject to change.

All intangible assets acquired in the TDL acquisition are subject to amortization. The preliminary fair value of identifiable intangible assets acquired as of the acquisition date ~~are~~is as ~~following:~~follows:


		Total		Useful Lives		Total		Useful Lives
		(In millions)		(In Years)		(In millions)		(In Years)

Developed technology	Developed technology	$	358	17	Developed technology	$	346	17
Customer relationships:(1)	Customer relationships:(1)				Customer relationships:(1)
Backlog	Backlog	25		2	Backlog	83		2
Government programs	Government programs	467		15	Government programs	323		16
Total customer relationships	Total customer relationships	492			Total customer relationships	406
Total identifiable intangible assets acquired	Total identifiable intangible assets acquired	$	850		Total identifiable intangible assets acquired	$	752

_______________

(1)TDL had backlog and government programs intangible assets that we classified as customer relationships.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

We determined the fair value of assets acquired and liabilities assumed by using available market information and various valuation methods that require judgment related to estimations. The use of different estimates could produce different results. The fair value of intangible assets ~~are~~is estimated using the relief from royalty method for the acquired developed technology and the multi-period excess earnings method for the acquired customer relationships. Both of these level 3 fair value methods are income-based valuation approaches, which require judgment to estimate appropriate discount rates, royalty rates related to the developed technology intangible assets, revenue growth attributable to the intangible assets and remaining useful lives. The fair value of inventory was estimated using the replacement cost approach and comparative sales method, which require estimates of replacement cost for raw materials and estimates of expected sales price less costs to complete and dispose of the inventory, plus a profit margin for efforts incurred for the work in progress and finished goods.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~As of March 31, 2023, we~~We have recorded a preliminary forward loss provision of ~~$83~~$86 million in connection with certain acquired contracts of which ~~$83 million~~ was included in the “Other accrued items” line item in our Condensed Consolidated Balance Sheet. The forward loss provisions will be recognized as a reduction to cost of sales as we incur costs to satisfy the associated performance obligations. There will be no net impact on our Condensed Consolidated Statement of Operations. We recognized $8$6 million ~~in the quarter ended March 31, 2023~~and $14 million for amortization of the forward loss ~~provision.~~provision during the quarter and two quarters ended June 30, 2023, respectively.

We have identified certain contractual obligations with customers with economic returns that are higher or lower than could be realized in market transactions as of the acquisition date and have recorded liabilities for the preliminary acquisition date fair value of the off-market components. The preliminary acquisition date fair value of the off-market components is a net liability of ~~$57~~$61 million, consisting of ~~$31~~$33 million and ~~$26~~$28 million included in ~~the“Other~~the “Other accrued items” and “Other long-term liabilities” line items in our Condensed Consolidated Balance Sheet, respectively, and ~~exclude~~excludes any amounts already recognized in forward loss provisions (see discussion in the preceding paragraph). We measured the fair value of these components as the amount by which the terms of the contract with the customer deviates from the terms that a market participant could have achieved at the acquisition date. The off-market components of these contracts will be recognized as an increase to revenue as we incur costs to satisfy the associated performance obligations. We recognized $9$6 million ~~in the quarter ended March 31, 2023~~and $15 million for amortization of off-market contract ~~liabilities.~~liabilities during the quarter and two quarters ended June 30, 2023, respectively. Future estimated revenue from the amortization of off-market contract liabilities (based on the estimated pattern of cash flows to be incurred to satisfy associated performance obligations) is ~~$22~~$18 million in the remainder of 2023, ~~$26~~$21 million in 2024 and immaterial amounts thereafter.

Goodwill. The ~~$1.014~~$1.117 billion of goodwill recognized is attributable to the assembled workforce, in addition to synergies expected to be realized through integration with existing CS segment businesses and growth opportunities in the space domain. The acquired goodwill is tax deductible. See Note G: Goodwill and Other Intangible Assets in these Notes for further information.

Financial Results. Revenue of TDL included in our Condensed Consolidated Statement of Operations for the quarter ended June 30, 2023 and ~~income~~for the acquisition date through June 30, 2023 was $83 million and $164 million. During the same periods of calendar year 2022, revenue for Viasat’s TDL was approximately $90 million and $185 million.

Income before income taxes of TDL included in our Condensed Consolidated Statement of Operations ~~from~~for the quarter ended June 30, 2023 and for the acquisition date through ~~March 31,~~June 30, 2023 ~~are $81~~was $22 million and ~~$26 million, respectively. In~~$48 million. During the same ~~period~~periods of calendar year 2022, ~~revenue and~~ income before income taxes of Viasat’s TDL ~~were $94~~was approximately $20 million and ~~$8 million, respectively.~~$25 million.

Acquisition-Related Costs. Acquisition-related costs have been expensed as incurred. In connection with the TDL acquisition, we recorded ~~$31 million of~~ transaction and integration costs of $23 million and $54 million for the quarter and two quarters ended June 30, 2023, respectively, which ~~are~~were included in the Engineering, selling and administrative expenses line item in our Condensed Consolidated Statement of ~~Operations for the quarter ended March 31, 2023.~~Operations.

Pending Acquisition of Aerojet Rocketdyne Holdings, Inc. (“AJRD”)

On December 17, 2022, we entered into a definitive agreement to acquire AJRD in an all-cash transaction for a purchase price of approximately $4.7 billion. ~~The transaction is expected~~We were advised on July 26, 2023 that the Federal Trade Commission (“FTC”) will not block the acquisition of AJRD. We expect the acquisition to close ~~in fiscal~~on or about July 28, 2023. In connection with the pending acquisition, during the ~~quarter~~two quarters ended ~~March 31,~~June 30, 2023, we entered into a revolving credit facility and a commercial paper program. See Note H: Debt and Credit Arrangements in these Notes and Note 3: Acquisitions in our Fiscal 2022 Form 10-K for further information regarding the pending AJRD acquisition and related funding.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Divestiture of Visual Information Solutions (“VIS”)

On ~~December 21, 2022,~~April 6, 2023, we ~~entered into~~completed the sale of VIS for a ~~definitive agreement to sell~~sale price of $70 million and recognized a pre-tax gain of $26 million included in the “Business divestiture-related gains, net” line item in our Condensed Consolidated Statement of Operations for the quarter and two quarters ended June 30, 2023. After selling costs and purchase price adjustments, the net cash proceeds for the sale of VIS ~~business.~~were $71 million. The operating results of VIS ~~which is part of our~~were reported in the SAS segment ~~provides commercial geospatial software, technology and services used to extract and analyze reliable, accurate and actionable information from geospatial to terrestrial imagery. During~~through the ~~quarter ended March 31, 2023, we assigned an additional $9 million~~date of ~~goodwill to our VIS business.~~ divestiture.

The carrying amounts of the assets and liabilities of ~~our~~ VIS ~~business are~~were classified as held for sale in our Condensed Consolidated Balance Sheet as of ~~March 31, 2023 and~~ December 30, 2022.

Completed Divestiture and Asset Sale for the Two Quarters Ended July 1, 2022

~~On April 6, 2023, subsequent~~During the two quarters ended July 1, 2022, we completed one business divestiture and one asset sale from our IMS segment for combined net cash proceeds of $20 million and recognized a pre-tax gain of $8 million associated with the asset sale included in the “Engineering, selling and administrative expenses” line item in our Condensed Consolidated Statement of Operations for the quarter and two quarters ended July 1, 2022.

Fair Value of Businesses and Goodwill Allocation

For purposes of allocating goodwill to the ~~quarter ended March 31, 2023,~~disposal groups that represent a portion of a reporting unit, we ~~completed~~determine the ~~sale~~fair value of ~~VIS for $70 million~~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, comparable publicly reported transactions and projected discounted cash ~~subject~~flows. These fair value determinations are categorized as Level 3 in the fair value hierarchy due to ~~customary adjustments.~~their use of internal projections and unobservable measurement inputs. See Note ~~Q: Subsequent Events~~G: Goodwill and Other Intangible Assets and Note L: Fair Value Measurements in these Notes for ~~further~~additional information.

NOTE C: STOCK OPTIONS AND OTHER SHARE-BASED COMPENSATION

At ~~March 31,~~June 30, 2023, we had stock options or other share-based compensation awards outstanding under several employee stock incentive plans (“L3Harris SIPs”). The compensation cost related to our share-based awards that was charged against income for the quarter and two quarters ended ~~March 31,~~June 30, 2023 was $22 million and ~~April~~$45 million, respectively, and $41 million and $69 million for the quarter and two quarters ended July 1, 2022, ~~was $23 million and $28 million,~~ respectively.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Awards granted to participants under L3Harris SIPs and the weighted-average grant-date fair value per share during the two quarters ended ~~March 31,~~June 30, 2023 and ~~April~~July 1, 2022 are as follows:


		Quarter Ended March 31, 2023			Quarter Ended April 1, 2022				Two Quarters Ended June 30, 2023			Two Quarters Ended July 1, 2022
(In millions, except per share amounts)	(In millions, except per share amounts)	Shares	Weighted-Average Grant-Date Fair Value Per Share		Shares	Weighted-Average Grant-Date Fair Value Per Share		(In millions, except per share amounts)	Shares	Weighted-Average Grant-Date Fair Value Per Share		Shares	Weighted-Average Grant-Date Fair Value Per Share

Stock options granted(1)	Stock options granted(1)	0.4	$	54.81	0.4	$	53.42	Stock options granted(1)	0.4	$	210.37	0.4	$	231.71
Restricted stock and restricted stock units granted(2)	Restricted stock and restricted stock units granted(2)	0.1	$	210.84	0.2	$	220.97	Restricted stock and restricted stock units granted(2)	0.2	$	209.13	0.2	$	223.35
Performance share units granted(3)		0.2	$	223.09	0.2	$	258.83
Performance share units grants(3)								Performance share units grants(3)	0.2	$	223.09	0.2	$	258.83

_______________

(1)Other than certain stock options granted in connection with new hires, our stock options generally ~~step-vest~~ratably vest in equal amounts over a three-year period.

(2)Other than certain restricted stock units granted in connection with new hires, our restricted stock and restricted stock units generally vest on a three-year cliff.

(3)Our performance share units are subject to performance criteria and generally vest after the three-year performance period.

There were no significant stock options, restricted stock and restricted stock units or performance share units granted to participants under the L3Harris SIPs during the quarters ended June 30, 2023 and July 1, 2022.

The aggregate number of shares of our common stock issued under L3Harris SIPs, net of shares withheld for tax purposes, was 0.1 million and 0.4 million for the quarter and two quarters ended June 30, 2023, respectively, and 0.2 million and 0.6 million for the quarter and two quarters ended July 1, 2022, respectively.

See Note 15: Stock Options and Other Share-Based Compensation in our Fiscal 2022 Form 10-K for additional information regarding the L3Harris SIPs.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE D: ACCUMULATED OTHER COMPREHENSIVE LOSS ~~(“AOCI”~~("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 December 30, 2022 $ (237) $ (79) $ 28 $ (288)
Other comprehensive income before reclassifications to earnings, net of income taxes 7 5 — 12
Gains reclassified to earnings, net of income taxes(1)
— (1) (11) (12)
Other comprehensive income (loss), net of income taxes 7 4 (11) —
Balance at March 31, 2023 $ (230) $ (75) $ 17 $ (288)
Balance at December 31, 2021 $ (118) $ (89) $ 61 $ (146)
Other comprehensive (loss) income before reclassifications to earnings, net of income taxes (3) 5 — 2
Gains reclassified to earnings, net of income taxes(1)
— (1) (5) (6)
Other comprehensive (loss) income, net of income taxes (3) 4 (5) (4)
Balance at April 1, 2022 $ (121) $ (85) $ 56 $ (150)


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

Balance at December 30, 2022	$	(237)	$	(79)	$	28	$	(288)
Other comprehensive income, before reclassifications to earnings and income taxes	35		12		—		47
Income taxes	—		(3)		—		(3)
Other comprehensive income before reclassifications to earnings, net of income taxes	35		9		—		44
Losses (gains) reclassified to earnings, before income taxes	—		2		(27)		(25)
Income taxes	—		(1)		7		6
Losses (gains) reclassified to earnings, net of income taxes(1)	—		1		(20)		(19)
Other comprehensive income (loss), net of income taxes	35		10		(20)		25
Balance at June 30, 2023	$	(202)	$	(69)	$	8	$	(263)

Balance at December 31, 2021	$	(118)	$	(89)	$	61	$	(146)
Other comprehensive loss, before reclassifications to earnings and income taxes	(76)		(3)		—		(79)
Income taxes	—		1		—		1
Other comprehensive loss before reclassifications to earnings, net of income taxes	(76)		(2)		—		(78)
Losses (gains) reclassified to earnings, before income taxes	—		3		(12)		(9)
Income taxes	—		(1)		2		1
Losses (gains) 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)

_______________

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

NOTE E: 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 contract liabilities are summarized below:


(In millions)	(In millions)	March 31, 2023		December 30, 2022		(In millions)	June 30, 2023		December 30, 2022

Contract assets	Contract assets	$	3,274	$	2,987	Contract assets	$	3,164	$	2,987
Contract liabilities, current	Contract liabilities, current	(1,525)		(1,400)		Contract liabilities, current	(1,648)		(1,400)
Contract liabilities, non-current(1)	Contract liabilities, non-current(1)	(115)		(117)		Contract liabilities, non-current(1)	(111)		(117)
Net contract assets	Net contract assets	$	1,634	$	1,470	Net contract assets	$	1,405	$	1,470

_______________

(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.

The components of contract assets are summarized below:


(In millions)	(In millions)	March 31, 2023		December 30, 2022		(In millions)	June 30, 2023		December 30, 2022

Unbilled contract receivables, gross	Unbilled contract receivables, gross	$	5,066	$	4,629	Unbilled contract receivables, gross	$	5,034	$	4,629
Unliquidated progress payments and advances	Unliquidated progress payments and advances	(1,792)		(1,642)		Unliquidated progress payments and advances	(1,870)		(1,642)
Contract assets	Contract assets	$	3,274	$	2,987	Contract assets	$	3,164	$	2,987

Contract assets and liabilities as of ~~March 31,~~June 30, 2023 and December 30, 2022 were impacted primarily by the timing of contractual billing milestones. ~~During the quarters ended March 31, 2023 and April 1, 2022, we~~Revenue recognized ~~$603 million and $517 million, respectively, of revenue~~ related to contract liabilities that were outstanding at the end of the respective prior fiscal ~~year.~~year were $295 million and $898 million for the quarter and two quarters ended June 30, 2023, respectively, and $254 million and $771 million for the quarter and two quarters ended July 1, 2022, respectively.

NOTE F: INVENTORIES

Inventories are summarized below:


(In millions)	(In millions)	March 31, 2023		December 30, 2022		(In millions)	June 30, 2023		December 30, 2022

Finished products(1)	Finished products(1)	$	315	$	181	Finished products(1)	$	285	$	181
Work in process	Work in process	463		396		Work in process	486		396
Materials and supplies	Materials and supplies	763		714		Materials and supplies	784		714
Inventories(1)	Inventories(1)	$	1,541	$	1,291	Inventories(1)	$	1,555	$	1,291

_______________

(1)Includes approximately ~~$132~~$104 million of TDL inventory of which ~~$111~~$68 million is included in finished ~~goods~~products at ~~March 31,~~June 30, 2023.

NOTE G: GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The assignment of goodwill and changes in the carrying amount of goodwill, by business segment, ~~were~~are as follows:


(In millions)	(In millions)	IMS		SAS		CS		Total		(In millions)	IMS		SAS		CS		Total

Balance at December 30, 2022	Balance at December 30, 2022	$	7,709	$	5,778	$	3,796	$	17,283	Balance at December 30, 2022	$	7,709	$	5,778	$	3,796	$	17,283
Reallocation of goodwill in business realignment	Reallocation of goodwill in business realignment	(327)		327		—		—		Reallocation of goodwill in business realignment	(327)		327		—		—
Goodwill from TDL acquisition	Goodwill from TDL acquisition	—		—		1,014		1,014		Goodwill from TDL acquisition	—		—		1,117		1,117
Assets of business held for sale(1)		—		(9)		—		(9)
Goodwill decrease from divestitures(1)										Goodwill decrease from divestitures(1)	—		(9)		—		(9)

Currency translation adjustments	Currency translation adjustments	—		3		—		3		Currency translation adjustments	14		11		1		26
Balance at March 31, 2023		$	7,382	$	6,099	$	4,810	$	18,291

Balance at June 30, 2023										Balance at June 30, 2023	$	7,396	$	6,107	$	4,914	$	18,417

_______________

(1)During the ~~quarter~~two quarters ended ~~March 31,~~June 30, 2023, we assigned an additional $9 million of goodwill to our VIS business ~~which is~~and completed the divestiture. We derecognized $39 million of intangible assets as part of determining the gain on sale. The assets (including goodwill) of VIS were included in the “Assets of business held for sale” line item in our Condensed Consolidated Balance Sheet at ~~March 31, 2023.~~December 30, 2022. See Note B: Acquisitions, Divestitures and Asset Sales in these Notes for further information.

1113

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Reallocation of Goodwill in Business Realignment. Effective December 31, 2022, we adjusted our reporting to better align our businesses and transferred our ADG business (a reporting unit) from our IMS segment to our SAS segment (also a reporting unit). In connection with the realignment, we reduced our reporting units from nine to eight as the ADG reporting unit and all $327 million of associated goodwill was absorbed by our existing SAS reporting unit given the economic similarities of the two reporting units. Immediately before the realignment, we performed a qualitative impairment assessment over our SAS reporting unit and a quantitative impairment assessment over our ADG reporting unit. Immediately after the realignment, we performed a quantitative impairment assessment over the SAS reporting unit. We prepared estimates of the fair value of our pre-realignment ADG reporting unit and post-realignment SAS reporting unit based on a combination of market-based valuation techniques, utilizing quoted market prices, comparable publicly reported transactions and an income-based valuation technique using projected discounted cash flows. These assessments indicated no impairment existed either before or after the realignment.

Goodwill from TDL Acquisition. In connection with the January 3, 2023 acquisition of TDL, we recorded ~~$1.014~~$1.117 billion of goodwill in our Broadband reporting unit within our CS segment. See Note B: Acquisitions, Divestitures and ~~Divestitures~~Asset Sales in these Notes for further information.

Intangible Assets

Identifiable intangible assets, net are summarized below:


		March 31, 2023						December 30, 2022							June 30, 2023						December 30, 2022
(In millions)	(In millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount(1)		(In millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount(1)

Customer relationships(2)	Customer relationships(2)	$	6,616	$	2,328	$	4,288	$	6,124	$	2,189	$	3,935	Customer relationships(2)	$	6,539	$	2,480	$	4,059	$	6,124	$	2,189	$	3,935
Developed technologies(3)	Developed technologies(3)	924		388		536		566		366		200		Developed technologies(3)	914		413		501		566		366		200
Contract backlog	Contract backlog	1		1		—		1		1		—		Contract backlog	2		2		—		1		1		—
Trade names — divisions	Trade names — divisions	95		55		40		95		53		42		Trade names — divisions	95		57		38		95		53		42
Other	Other	2		2		—		2		2		—		Other	2		2		—		2		2		—
Total finite-lived identifiable intangible assets	Total finite-lived identifiable intangible assets	7,638		2,774		4,864		6,788		2,611		4,177		Total finite-lived identifiable intangible assets	7,552		2,954		4,598		6,788		2,611		4,177
In-process research and development	In-process research and development	21		—		21		21		—		21		In-process research and development	—		—		—		21		—		21
Trade names — corporate	Trade names — corporate	1,803		—		1,803		1,803		—		1,803		Trade names — corporate	1,803		—		1,803		1,803		—		1,803
Total identifiable intangible assets, net	Total identifiable intangible assets, net	$	9,462	$	2,774	$	6,688	$	8,612	$	2,611	$	6,001	Total identifiable intangible assets, net	$	9,355	$	2,954	$	6,401	$	8,612	$	2,611	$	6,001

_______________

(1)During ~~fiscal 2022,~~the two quarters ended June 30, 2023, we ~~assigned~~completed the divestiture of our VIS business. We derecognized $10 million of intangible assets ~~associated with~~as part of determining the ~~pending VIS business divestiture to “Assets of business held~~gain on sale which was assigned during fiscal 2022. See Note B: Acquisitions, Divestitures and Asset Sales in these Notes for ~~sale” in our Condensed Consolidated Balance Sheet.~~further information.

(2)Includes ~~$492~~$406 million of customer relationship intangible assets acquired from the TDL acquisition and ~~$11~~$31 million of accumulated amortization recognized during the ~~quarter~~two quarters ended ~~March 31,~~June 30, 2023. See Note B: Acquisitions, Divestitures and ~~Divestitures~~Asset Sales in these Notes for additional information.

(3)Includes ~~$358~~$346 million of developed technology intangible assets acquired in the TDL acquisition and $5$10 million of accumulated amortization recognized during the ~~quarter~~two quarters ended ~~March 31,~~June 30, 2023. See Note B: Acquisitions, Divestitures and ~~Divestitures~~Asset Sales in these Notes for additional information.

The most significant identifiable intangible asset that is separately recognized for our business combinations is customer relationships. For further description of our accounting policies related to intangible assets acquired in the TDL acquisition, see Note B: Acquisitions, Divestitures and ~~Divestitures~~Asset Sales in these Notes, and for our accounting policies related to all other intangible assets, see Note 10: Intangible Assets, Net in our Fiscal 2022 Form 10-K.

~~For the quarters ended March 31, 2023 and April 1, 2022, amortization~~Amortization expense for identifiable finite-lived intangible assets was ~~$165~~$173 million and ~~$152~~$338 million for the quarter and two quarters ended June 30, 2023, respectively, and was $151 million and $303 million, for the quarter and two quarters ended July 1, 2022, respectively, which primarily related to assets acquired in connection with business combinations.

1214

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

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

(In millions)
Remainder of 2023 $ 652
2024 608
2025 552
2026 493
2027 459
Thereafter 2,100
Total $ 4,864


	(In millions)

Year 1	$	662
Year 2	598
Year 3	529
Year 4	467
Year 5	437
Thereafter	1,905
Total	$	4,598

In-process R&D Impairment.During the quarter ended June 30, 2023, we closed a facility which resulted in a triggering event to evaluate the in-process research and development (“R&D”) related to the operations of the closed facility. As a result we recorded a $21 million non-cash charge for the impairment of in-process R&D intangible assets which is included in the “Impairment of other assets” line item in our Condensed Consolidated Statement of Operations.

NOTE H: DEBT AND CREDIT ARRANGEMENTS

Long-Term Debt

Long-term debt, net is summarized below:


(In millions)	(In millions)	March 31, 2023		December 30, 2022		(In millions)	June 30, 2023		December 30, 2022

Variable-rate debt:	Variable-rate debt:					Variable-rate debt:
Floating rate notes, due March 10, 2023 ("Floating 2023 Notes")		$	—	$	250
Term loan, due November 21, 2025		2,250		—
Floating rate notes, due March 10, 2023 (“Floating 2023 Notes”)						Floating rate notes, due March 10, 2023 (“Floating 2023 Notes”)	$	—	$	250
Term loan, due November 21, 2025 (“Term Loan 2025”)						Term loan, due November 21, 2025 (“Term Loan 2025”)	2,250		—

Fixed-rate debt:	Fixed-rate debt:					Fixed-rate debt:
3.85% notes, due June 15, 2023 ("3.85% 2023 Notes")		800		800
3.85% notes, due June 15, 2023 (“3.85% 2023 Notes”)						3.85% notes, due June 15, 2023 (“3.85% 2023 Notes”)	—		800
3.95% notes, due May 28, 2024	3.95% notes, due May 28, 2024	350		350		3.95% notes, due May 28, 2024	350		350
3.832% notes, due April 27, 2025	3.832% notes, due April 27, 2025	600		600		3.832% notes, due April 27, 2025	600		600
7.00% debentures, due January 15, 2026	7.00% debentures, due January 15, 2026	100		100		7.00% debentures, due January 15, 2026	100		100
3.85% notes, due December 15, 2026	3.85% notes, due December 15, 2026	550		550		3.85% notes, due December 15, 2026	550		550
6.35% debentures, due February 1, 2028	6.35% debentures, due February 1, 2028	26		26		6.35% debentures, due February 1, 2028	26		26
4.40% notes, due June 15, 2028	4.40% notes, due June 15, 2028	1,850		1,850		4.40% notes, due June 15, 2028	1,850		1,850
2.90% notes, due December 15, 2029	2.90% notes, due December 15, 2029	400		400		2.90% notes, due December 15, 2029	400		400
1.80% 2031 Notes, due January 15, 2031		650		650
1.80% notes, due January 15, 2031						1.80% notes, due January 15, 2031	650		650
4.854% notes, due April 27, 2035	4.854% notes, due April 27, 2035	400		400		4.854% notes, due April 27, 2035	400		400
6.15% notes, due December 15, 2040	6.15% notes, due December 15, 2040	300		300		6.15% notes, due December 15, 2040	300		300
5.054% notes, due April 27, 2045	5.054% notes, due April 27, 2045	500		500		5.054% notes, due April 27, 2045	500		500
Total variable and fixed-rate debt	Total variable and fixed-rate debt	8,776		6,776		Total variable and fixed-rate debt	7,976		6,776
Financing lease obligations and other debt	Financing lease obligations and other debt	218		222		Financing lease obligations and other debt	219		222
Total debt	Total debt	8,994		6,998		Total debt	8,195		6,998
Plus: unamortized bond premium	Plus: unamortized bond premium	64		70		Plus: unamortized bond premium	58		70
Less: unamortized discounts and issuance costs	Less: unamortized discounts and issuance costs	(27)		(25)		Less: unamortized discounts and issuance costs	(25)		(25)
Total debt, net	Total debt, net	9,031		7,043		Total debt, net	8,228		7,043
Less: current portion of long-term debt, net	Less: current portion of long-term debt, net	(811)		(818)		Less: current portion of long-term debt, net	(361)		(818)
Total long-term debt, net	Total long-term debt, net	$	8,220	$	6,225	Total long-term debt, net	$	7,867	$	6,225

Long-Term Debt Issued

On November 22, 2022, we established a $2.25 billion, three-year senior unsecured term loan facility by entering into Term Loan 2025 with a syndicate of lenders that matures on November 21, 2025.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On January 3, 2023, we drew $2.0 billion on Term Loan 2025 and utilized the proceeds to fund the cash consideration paid and a portion of the associated transaction and integration costs related to the TDL acquisition. See Note B: Acquisitions, Divestitures and ~~Divestitures~~Asset Sales in these Notes for further information on the TDL acquisition.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

On March 14, 2023, we drew an additional $250 million on Term Loan 2025 and utilized the proceeds to repay our Floating 2023 Notes.

At ~~March 31,~~June 30, 2023, we had $2.25 billion outstanding under Term Loan 2025. There were no borrowings outstanding under Term Loan 2025 at December 30, 2022.

Borrowings under Term Loan 2025 bear interest at: (i) the sum of the term secured overnight financing rate (“SOFR”) for any tenor comparable to the applicable interest period, plus 0.10%, plus an applicable margin between 1.125% and 1.875% that varies based on ratings of our senior unsecured long-term debt securities (“Senior Debt Ratings”). At ~~March 31,~~June 30, 2023, the interest rate on Term Loan 2025 was ~~6.2%~~6.5% (6.1% net of the impact of our interest rate cap derivative). See Note 19: Derivative Instruments and Hedging Activities in our Fiscal 2022 Form 10-K for further information on our interest rate cap derivative.

There were no issuances of variable and fixed-rate long-term debt during the ~~quarter~~two quarters ended ~~April~~July 1, 2022.

Long-Term Debt Repayments

On March 14, 2023, we repaid the entire outstanding $250 million aggregate principal amount of our Floating 2023 Notes through a $250 million draw on Term Loan 2025 as described above under “Long-Term Debt Issued.” The Floating 2023 Notes were classified as “Long-term debt, net” in our Condensed Consolidated Balance Sheet as of December 30, 2022.

On June 15, 2023, we repaid the entire outstanding $800 million aggregate principal amount of our 3.85% 2023 Notes through cash on hand and the issuance of commercial paper during the quarter ended June 30, 2023.

There were no repayments of variable and fixed-rate long-term debt during the ~~quarter~~two quarters ended ~~April~~July 1, 2022.

2023 Credit Agreement

On March 10, 2023, we established a $2.4 billion, 364-day senior unsecured revolving credit facility ("2023 Credit Facility") by entering into a 364-Day Credit Agreement (“2023 Credit Agreement”) with a syndicate of lenders.

Proceeds of the initial funding of loans under the 2023 Credit Agreement are required to be used to finance a portion of the purchase price for the acquisition of AJRD and for the fees, taxes, costs and related expenses related to it, and thereafter may be used for working capital purposes.

At our election, borrowings under the 2023 Credit Agreement, which will be designated in U.S. Dollars, will bear interest at the sum of the term SOFR rate or the Base Rate (as defined in the 2023 Credit Agreement), plus an applicable margin. In addition to interest payable on the principal amount of indebtedness outstanding, beginning on June 6, 2023, ~~(or earlier upon an initial funding),~~ we ~~will be~~are required to pay a quarterly unused commitment fee that varies based on our Senior Debt Ratings.

The 2023 Credit Agreement also contains representations, warranties, covenants and events of default that are substantially similar to the existing Revolving Credit Agreement, dated as of July 29, 2022 (“2022 Credit Agreement”). The 2023 Credit Agreement generally matures on the earlier of 364 days from the initial funding ~~and~~or December 8, 2023, provided that we may extend the maturity of any loans outstanding under the 2023 Credit Agreement by one year, subject to the satisfaction of certain conditions.

At ~~March 31,~~June 30, 2023, we had no outstanding borrowings and were in compliance with all covenants under our 2023 Credit Agreement. For additional information regarding our 2023 Credit Agreement, see our Current Report on Form 8-K filed on March 16, 2023.

2022 Credit Agreement

On July 29, 2022, we established a $2$2.0 billion, five-year senior unsecured revolving credit facility (“2022 Credit Facility”) under the 2022 Credit Agreement, with a syndicate of lenders. At ~~March 31,~~June 30, 2023, we had no outstanding borrowings and were in compliance with all covenants under our 2022 Credit Agreement.

For a description of the 2022 Credit Agreement and related covenants, see Note 12: Credit Arrangements in our Fiscal 2022 Form 10-K.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Commercial Paper Program

On March 14, 2023, we established a new commercial paper program ("CP Program")., which replaced our prior $1.0 billion commercial paper program. Under the CP Program, we ~~may~~ issue unsecured commercial paper notes up to a maximum aggregate amount of $3.4 billion, which was increased to $3.9 billion subsequent to June 30, 2023, supported by amounts available under the 2022 Credit Agreement and the 2023 Credit Agreement.

The commercial paper notes ~~will be~~are sold at par less a discount representing an interest factor or, if interest bearing, at ~~par. The~~par, and the maturities ~~of the commercial paper notes will~~ vary but may not exceed 397 days from the date of issue. The commercial paper notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness. ~~For additional information regarding our CP Program, see our Current Report on Form 8-K filed on March 16, 2023.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

At ~~March 31,~~June 30, 2023, we had no$579 million outstanding notes under our CP ~~Program.~~Program which primarily consists of amounts used for the June 15, 2023 repayment of the $800 million aggregate principal amount of our 3.85% 2023 Notes, which is included as a component of the “Short-term debt” line item in our Condensed Consolidated Balance Sheet. The outstanding notes have a weighted-average interest rate of 5.47% and mature at various dates, primarily in July 2023.

NOTE I: PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The following tables provide the components of our net periodic benefit income for our defined benefit plans, including defined benefit pension plans and other postretirement defined benefit plans:


		Quarter Ended March 31, 2023					Quarter Ended April 1, 2022					Quarter Ended June 30, 2023				Two Quarters Ended June 30, 2023
(In millions)	(In millions)	Pension		Other Benefits			Pension		Other Benefits		(In millions)	Pension		Other Benefits		Pension		Other Benefits

Net periodic benefit income	Net periodic benefit income										Net periodic benefit income
Operating	Operating										Operating
Service cost	Service cost	$	6	$	—		$	10	$	1	Service cost	$	6	$	1	$	12	$	1
Non-operating	Non-operating										Non-operating
Interest cost	Interest cost	92		3			55		2		Interest cost	91		2		183		5
Expected return on plan assets	Expected return on plan assets	(153)		(5)			(156)		(5)		Expected return on plan assets	(152)		(5)		(305)		(10)
Amortization of net actuarial (gain) loss		(2)		(5)			2		(2)
Amortization of prior service credit		(7)		—			(6)		—

Amortization of net actuarial gain											Amortization of net actuarial gain	(3)		(5)		(5)		(10)
Amortization of prior service (credit) cost											Amortization of prior service (credit) cost	(6)		1		(13)		1

Non-service cost periodic benefit income	Non-service cost periodic benefit income	(70)		(7)			(105)		(5)		Non-service cost periodic benefit income	(70)		(7)		(140)		(14)
Net periodic benefit income	Net periodic benefit income	$	(64)	$	(7)		$	(95)	$	(4)	Net periodic benefit income	$	(64)	$	(6)	$	(128)	$	(13)

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

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

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

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 Operations. The non-service cost components of net periodic benefit income are included in the “Non-operating income, net” line item in our Condensed Consolidated Statement of Operations.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE J: EARNINGS PER SHARE

~~Income~~Net income per common share attributable to L3Harris common shareholders (“EPS”) is computed by dividing earnings to L3Harris common shareholders less earnings allocated to participating securities, if applicable, by the weighted-average number of common shares outstanding for the period. ~~Income~~Net income per diluted common share attributable to L3Harris common shareholders ("diluted EPS") incorporates potential dilutive common shares, primarily consisting of employee stock options and restricted and performance share unit awards, into the weighted-average number of common shares outstanding.

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


		Quarter Ended		Quarter Ended			Two Quarters Ended
(In millions)	(In millions)	March 31, 2023	April 1, 2022		(In millions)	June 30, 2023	July 1, 2022	June 30, 2023	July 1, 2022

Basic weighted average common shares outstanding		190.2	193.2
Basic weighted-average common shares outstanding					Basic weighted-average common shares outstanding	189.2	192.1	189.7	192.6
Impact of dilutive share-based awards	Impact of dilutive share-based awards	1.0	1.9		Impact of dilutive share-based awards	0.9	1.9	1.0	1.9
Diluted weighted average common shares outstanding		191.2	195.1
Diluted weighted-average common shares outstanding					Diluted weighted-average common shares outstanding	190.1	194.0	190.7	194.5

Diluted EPS excludes the antidilutive impact of ~~1.2~~0.8 million and ~~0.2~~2.0 million ~~weighted average~~weighted-average share-based awards outstanding for the quarter and two quarters ended ~~March 31,~~June 30, 2023, respectively, and ~~April~~0.4 million and 0.3 million weighted-average share-based awards outstanding for the quarter and two quarters ended July 1, 2022, respectively.

NOTE K: INCOME TAXES

Our effective tax rate was ~~9.1%~~5.6% for the quarter ended ~~March 31,~~June 30, 2023 compared with ~~11.3%~~10.5% for the quarter ended ~~April~~July 1, 2022. For the quarter ended ~~March 31,~~June 30, 2023, our effective tax rate benefited from the favorable impacts of ~~research and development (“~~R~~&D”)~~&D credits, foreign-derived intangible income (“FDII”) deductions and the resolution of specific audit uncertainties. For the quarter ended ~~April~~July 1, 2022, our effective tax rate benefited from the favorable impact of R&D credits, ~~the reduction in deferred tax liabilities on the outside basis of certain foreign subsidiaries due to~~ an ~~internal restructuring,~~ 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,~~uncertainties.

Our effective tax rate was 7.4% for the two quarters ended June 30, 2023 compared with 10.9% for the two quarters ended July 1, 2022. For the two quarters ended June 30, 2023, our effective tax rate benefited from the favorable impacts of R&D credits, FDII deductions and ~~excess~~the resolution of specific audit uncertainties. For the two quarters ended July 1, 2022, our effective tax ~~benefits related~~rate was favorably impacted by a reduction in the deferred tax liabilities on the outside basis of certain foreign subsidiaries due to ~~equity-based compensation.~~an internal restructuring and the items described above in this Note impacting the quarter ended July 1, 2022.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

NOTE L: FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received ~~to sell~~from the sale of an asset or paid to transfer a liability in the principal market (or most advantageous market, in the absence of a principal market) for the asset or liability in an orderly transaction between market participants at the measurement date. Entities are required to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value and to utilize a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:

•Level 1 — Quoted prices in active markets for identical assets or liabilities.

•Level 2 — Observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means.

•Level 3 — Unobservable inputs that are supported by little or no market activity, are significant to the fair value of the assets or liabilities and reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed using the best information available in the circumstances.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In certain instances, fair value is estimated using quoted market prices obtained from external pricing services. In obtaining such data from the external pricing services, we have evaluated the methodologies used to develop the estimate of fair value in order to assess whether such valuations are representative of fair value, including net asset value (“NAV”). Additionally, in certain circumstances, the NAV reported by an asset manager may be adjusted when sufficient evidence indicates NAV is not representative of fair value.

The following table presents assets and liabilities measured at fair value on a recurring basis (at least annually) at ~~March 31,~~June 30, 2023 and December 30, 2022:


		March 31, 2023				December 30, 2022					June 30, 2023				December 30, 2022
(In millions)	(In millions)	Total		Level 1		Total		Level 1		(In millions)	Total		Level 1		Total		Level 1

Assets	Assets									Assets
Deferred compensation plan assets:(1)	Deferred compensation plan assets:(1)									Deferred compensation plan assets:(1)
Equity and fixed income securities	Equity and fixed income securities	$	67	$	67	$	64	$	64	Equity and fixed income securities	$	71	$	71	$	64	$	64
Investments measured at NAV:	Investments measured at NAV:									Investments measured at NAV:
Corporate-owned life insurance	Corporate-owned life insurance	34				33				Corporate-owned life insurance	35				33
Total fair value of deferred compensation plan assets	Total fair value of deferred compensation plan assets	$	101			$	97			Total fair value of deferred compensation plan assets	$	106			$	97

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	$	7	$	7	$	8	$	8	Equity securities and mutual funds	$	8	$	8	$	8	$	8
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	193				192				Common/collective trusts and guaranteed investment contracts	217				192
Total fair value of deferred compensation plan liabilities	Total fair value of deferred compensation plan liabilities	$	200			$	200			Total fair value of deferred compensation plan liabilities	$	225			$	200

_______________

(1)Represents diversified assets held in a “rabbi trust” associated with our non-qualified deferred compensation plans, which we include in the “Other current assets” and “Other non-current assets” line items in our Condensed Consolidated Balance Sheet, 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. 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.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The following table presents the carrying amounts and estimated fair values of long-term debt that is not carried at fair value in our Condensed Consolidated Balance Sheet:


		March 31, 2023				December 30, 2022					June 30, 2023				December 30, 2022
(In millions)	(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value

All other long-term debt, net (including current portion)(1)		$	6,781	$	6,489	$	7,043	$	6,569
Term Loan 2025(2)		2,250		2,250		—		—
Term Loan 2025(1)										Term Loan 2025(1)	$	2,250	$	2,250	$	—	$	—
All other long-term debt, net (including current portion)(2)										All other long-term debt, net (including current portion)(2)	5,978		5,598		7,043		6,569
Total debt, net	Total debt, net	$	9,031	$	8,739	$	7,043	$	6,569	Total debt, net	$	8,228	$	7,848	$	7,043	$	6,569

_______________

(1)The carrying value of Term Loan 2025 approximates fair value due to its variable interest rate.

(2)The fair value was estimated using a market approach based on quoted market prices for our debt traded in the secondary market. If measured at fair value, it would be categorized in Level 2 of the fair value hierarchy.

~~(2)~~The ~~carrying~~fair value of ~~Term Loan 2025~~our Short-term debt approximates ~~fair~~the carrying value due to its ~~variable interest rate.~~short-term nature, with commercial paper classified as level 2 and other short-term debt classified as level 3 within the fair value hierarchy.

See Note G: Goodwill and Other Intangible Assets and Note B: Acquisitions, Divestitures and ~~Divestitures~~Asset Sales in these Notes and Note 4: Business Divestitures and Asset Sales in our Fiscal 2022 Form 10-K for additional information regarding fair value measurements associated with goodwill.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE M: CHANGES IN ESTIMATES

Many of our contracts utilize 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. At the outset of each contract, we gauge its complexity and perceived risks and establish an estimated total cost at completion. Due to the long-term nature of many of these contracts, developing these estimates often requires judgment. After establishing the estimated total cost at completion, we follow a standard Estimate at Completion (“EAC”) process in which we review the progress and performance on our ongoing contracts at least quarterly and, in many cases, more frequently. As the contracts progress, we may successfully retire risks or complexities and may add additional risks, and we adjust our estimated total cost at completion. For additional discussion of our revenue recognition policies and our EAC process, see “Critical Accounting Estimates” in Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ofin our Fiscal 2022 Form 10K.

Net EAC adjustments had the following impact to earnings for the periods presented:


		Quarter Ended				Quarter Ended				Two Quarters Ended
(In millions, except per share amounts)	(In millions, except per share amounts)	March 31, 2023		April 1, 2022			(In millions, except per share amounts)	June 30, 2023		July 1, 2022		June 30, 2023		July 1, 2022

Net EAC adjustments, before income taxes(1)	Net EAC adjustments, before income taxes(1)	$	(56)	$	46		Net EAC adjustments, before income taxes(1)	$	(31)	$	12	$	(87)	$	58
Net EAC adjustments, net of income taxes	Net EAC adjustments, net of income taxes	(42)		35			Net EAC adjustments, net of income taxes	(23)		9		(65)		44
Net EAC adjustments, net of income taxes, per diluted share	Net EAC adjustments, net of income taxes, per diluted share	(0.22)		0.18			Net EAC adjustments, net of income taxes, per diluted share	(0.12)		0.05		(0.34)		0.23

_______________

(1)~~Excludes~~For the quarter and two quarters ended June 30, 2023 excludes charges of $30 million and $48 million, respectively, related to ~~an impairment~~impairments of a customer ~~contract of $18 million~~contracts which isare included in the “Revenue from product sales and services” and ~~“Cost~~“Impairment of ~~product sales and services”~~other assets” line items in our Condensed Consolidated Statement of Operations for the quarter and two quarters ended ~~March 31, 2023.~~June 30, 2023, respectively.

Revenue recognized from performance obligations satisfied in prior periods was ~~$36~~$33 million and ~~$58~~$69 million for the quarter and two quarters ended ~~March 31,~~June 30, 2023, respectively, and ~~April~~$32 million and $90 million for the quarter and two quarters ended July 1, 2022, respectively.

NOTE N: BACKLOG

Backlog, which is the equivalent of our remaining performance obligations, represents the future revenue we expect to recognize as we perform on our current contracts. Backlog comprises both funded backlog (i.e., firm orders for which funding is authorized and appropriated) and unfunded backlog. Backlog excludes unexercised contract options and potential orders under ordering-type contracts, such as indefinite delivery, indefinite quantity contracts.

At ~~March 31,~~June 30, 2023, our ending backlog was ~~$24.5~~$24.9 billion. We expect to recognize approximately ~~45%~~35% of the revenue associated with this backlog by the end of 2023 and approximately 70% by the end of 2024, with the remainder to be recognized thereafter. At December 30, 2022, our ending backlog was $22.3 billion.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

NOTE O: BUSINESS SEGMENT INFORMATION

We structure our operations primarily around the products, systems and services we sell and the markets we serve and report our financial results in the following three reportable segments:

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

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

•CS: including tactical communications with global communications solutions; broadband communications; tactical data links; integrated vision solutions; and public safety radios, and system applications and equipment.

Business Realignment. Effective December 31, 2022, we adjusted our reporting to better align our businesses and transferred our ADG business from our IMS segment to our SAS segment.

Acquisition of ~~Viasat, Inc.’s~~Viasat’s TDL. On January 3, 2023, we completed the acquisition of TDL, which is reported within our CS segment. See Note B: Acquisitions, Divestitures and ~~Divestitures~~Asset Sales in these Notes for additional information regarding our acquisition of TDL.

Business Segment Financial Information

Segment revenue, segment operating income and a reconciliation of segment operating income to total income before income taxes are as follows:


		Quarter Ended				Quarter Ended				Two Quarters Ended
(In millions)	(In millions)	March 31, 2023		April 1, 2022			(In millions)	June 30, 2023		July 1, 2022		June 30, 2023		July 1, 2022

Revenue from Product Sales and Services	Revenue from Product Sales and Services						Revenue from Product Sales and Services
IMS	IMS	$	1,700	$	1,659		IMS	$	1,735	$	1,608	$	3,435	$	3,267
SAS	SAS	1,655		1,517			SAS	1,715		1,572		3,370		3,089
CS	CS	1,163		963			CS	1,289		993		2,452		1,956

Corporate eliminations	Corporate eliminations	(47)		(36)			Corporate eliminations	(46)		(38)		(93)		(74)
Total revenue from product sales and services	Total revenue from product sales and services	$	4,471	$	4,103		Total revenue from product sales and services	$	4,693	$	4,135	9,164		$	8,238

Income before Income Taxes	Income before Income Taxes						Income before Income Taxes
Segment Operating Income:
IMS		$	185	$	251
SAS		187		177
Segment operating income:							Segment operating income:
IMS(1)							IMS(1)	$	162	$	207	$	347	$	458
SAS(1)							SAS(1)	168		203		355		380
CS	CS	266		229			CS	325		238		591		467

Total segment operating income	Total segment operating income	638		657			Total segment operating income	655		648		1,293		1,305

Unallocated Items:	Unallocated Items:						Unallocated Items:
Unallocated corporate department expense, net(1)		(6)		(4)
Unallocated corporate department (expense) income, net(2)							Unallocated corporate department (expense) income, net(2)	(35)		19		(41)		15
Amortization of acquisition-related intangibles~~(2)~~(3)	Amortization of acquisition-related intangibles~~(2)~~(3)	(165)		(152)			Amortization of acquisition-related intangibles~~(2)~~(3)	(173)		(151)		(338)		(303)
Additional cost of sales related to the fair value step-up in inventory sold							Additional cost of sales related to the fair value step-up in inventory sold	(15)		—		(30)		—
L3Harris merger-related integration expenses							L3Harris merger-related integration expenses	—		(26)		—		(50)
Acquisition-related transaction and integration expenses	Acquisition-related transaction and integration expenses	(40)		—			Acquisition-related transaction and integration expenses	(36)		—		(76)		—
L3Harris merger-related integration expenses		—		(24)
Impairment of other assets		(18)		—
Additional cost of sales related to the fair value step-up in inventory sold		(15)		—

Enterprise transformation program		(13)		—
Pre-acquisition and other divestiture-related expenses							Pre-acquisition and other divestiture-related expenses	(2)		(35)		(12)		(36)
Business divestiture-related gains, net							Business divestiture-related gains, net	26		—		26		—
Gain on sale of asset group							Gain on sale of asset group	—		8		—		8
Impairment of other assets(4)							Impairment of other assets(4)	(21)		—		(39)		—
LHX NeXt(5)							LHX NeXt(5)	(22)		—		(35)		—

Pre-acquisition and other divestiture-related expenses		(10)		(1)
FAS/CAS operating adjustment~~(3)~~(6)	FAS/CAS operating adjustment~~(3)~~(6)	22		22			FAS/CAS operating adjustment~~(3)~~(6)	23		21		45		43
Total unallocated items	Total unallocated items	(245)		(159)			Total unallocated items	(255)		(164)		(500)		(323)
Non-operating income, net	Non-operating income, net	82		106			Non-operating income, net	83		108		165		214
Interest expense, net	Interest expense, net	(102)		(68)			Interest expense, net	(111)		(67)		(213)		(135)
Income before income taxes	Income before income taxes	$	373	$	536		Income before income taxes	$	372	$	525	$	745	$	1,061

_______________

(1)For the quarter ended June 30, 2023, includes non-cash charges for impairment of other assets of $12 million and $27 million for IMS and SAS, respectively, related to facility closures and restructuring of a customer contract impacting both segments.

(2)Includes certain corporate-level expenses that are not included in management’s evaluation of ~~segment~~any segment’s operating performance.

~~(2)~~(3)Includes amortization of identifiable intangible assets acquired in connection with business combinations. Because our acquisitions benefited the entire Company, the amortization of identifiable intangible assets acquired was not allocated to any segment.

~~(3)~~(4)Includes a $21 million non-cash charge for impairment of intangible assets related to the closure of a facility during the quarter and two quarters ended June 30, 2023. See Note G: Goodwill and Other Intangible Assets in these Notes for additional information. Additionally, includes $18 million charge related to an impairment of a customer contract during the two quarters ended June 30, 2023.

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

(6)Represents the difference between the service cost component of Financial Accounting Standards ("FAS") pension and other postretirement benefits (“OPEB”) cost and total U.S. Government Cost Accounting Standards (“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.

FAS/CAS Pension Operating Adjustment

In accordance with CAS, we allocate a portion of pension and OPEB plan costs to our U.S. Government contracts. However, our Condensed Consolidated Financial Statements require pension and OPEB plan income or expense to be calculated in accordance with FAS requirements under GAAP. The “FAS/CAS operating adjustment” line item in the table below represents the difference between the service cost component of FAS pension and OPEB cost and total CAS pension and OPEB cost. The non-service cost components of FAS pension and OPEB income or expense are included as component of the “Non-operating income, net” line item in our Condensed Consolidated Statement of Operations. See Note I: Pension and Other Postretirement Benefit Plans in these Notes for more information on the composition of non-service cost components of FAS pension and OPEB income and expense.

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


		Quarter Ended				Quarter Ended				Two Quarters Ended
(In millions)	(In millions)	March 31, 2023		April 1, 2022			(In millions)	June 30, 2023		July 1, 2022		June 30, 2023		July 1, 2022

FAS pension service cost	FAS pension service cost	$	(6)	$	(11)		FAS pension service cost	$	(7)	$	(12)	$	(13)	$	(23)
Less: CAS pension cost	Less: CAS pension cost	(28)		(33)			Less: CAS pension cost	(30)		(33)		(58)		(66)
FAS/CAS operating adjustment	FAS/CAS operating adjustment	22		22			FAS/CAS operating adjustment	23		21		45		43
Non-service FAS pension income	Non-service FAS pension income	77		110			Non-service FAS pension income	77		111		154		221
FAS/CAS pension adjustment, net	FAS/CAS pension adjustment, net	$	99	$	132		FAS/CAS pension adjustment, net	$	100	$	132	$	199	$	264

Disaggregation of Revenue

We disaggregate revenue for all three 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.


		Quarter Ended												Quarter Ended
		March 31, 2023						April 1, 2022								June 30, 2023						July 1, 2022
(In millions)	(In millions)	IMS		SAS		CS		IMS		SAS		CS			(In millions)	IMS		SAS		CS		IMS		SAS		CS

Revenue By Customer Relationship	Revenue By Customer Relationship														Revenue By Customer Relationship
Prime contractor	Prime contractor	$	1,154	$	1,010	$	807	$	1,086	$	977	$	656		Prime contractor	$	1,127	$	1,084	$	798	$	1,035	$	987	$	691
Subcontractor	Subcontractor	525		632		343		557		530		296			Subcontractor	584		621		479		554		574		294
Intersegment	Intersegment	21		13		13		16		10		11			Intersegment	24		10		12		19		11		8
Total revenue	Total revenue	$	1,700	$	1,655	$	1,163	$	1,659	$	1,517	$	963		Total revenue	$	1,735	$	1,715	$	1,289	$	1,608	$	1,572	$	993

Revenue By Contract Type	Revenue By Contract Type														Revenue By Contract Type
Fixed-price(1)	Fixed-price(1)	$	1,286	$	1,022	$	978	$	1,261	$	880	$	797		Fixed-price(1)	$	1,317	$	1,099	$	1,102	$	1,209	$	918	$	834
Cost-reimbursable	Cost-reimbursable	393		620		172		382		627		155			Cost-reimbursable	394		606		175		380		643		151
Intersegment	Intersegment	21		13		13		16		10		11			Intersegment	24		10		12		19		11		8
Total revenue	Total revenue	$	1,700	$	1,655	$	1,163	$	1,659	$	1,517	$	963		Total revenue	$	1,735	$	1,715	$	1,289	$	1,608	$	1,572	$	993

Revenue By Geographical Region	Revenue By Geographical Region														Revenue By Geographical Region
United States	United States	$	1,257	$	1,454	$	791	$	1,182	$	1,342	$	625		United States	$	1,281	$	1,475	$	834	$	1,154	$	1,380	$	631
International	International	422		188		359		461		165		327			International	430		230		443		435		181		354
Intersegment	Intersegment	21		13		13		16		10		11			Intersegment	24		10		12		19		11		8
Total revenue	Total revenue	$	1,700	$	1,655	$	1,163	$	1,659	$	1,517	$	963		Total revenue	$	1,735	$	1,715	$	1,289	$	1,608	$	1,572	$	993


	Two Quarters Ended
	June 30, 2023						July 1, 2022
(In millions)	IMS		SAS		CS		IMS		SAS		CS

Revenue By Customer Relationship
Prime contractor	$	2,281	$	2,094	$	1,605	$	2,121	$	1,964	$	1,347
Subcontractor	1,109		1,253		822		1,111		1,104		590
Intersegment	45		23		25		35		21		19
Total revenue	$	3,435	$	3,370	$	2,452	$	3,267	$	3,089	$	1,956

Revenue By Contract Type
Fixed-price(1)	$	2,603	$	2,121	$	2,080	$	2,470	$	1,798	$	1,631
Cost-reimbursable	787		1,226		347		762		1,270		306
Intersegment	45		23		25		35		21		19
Total revenue	$	3,435	$	3,370	$	2,452	$	3,267	$	3,089	$	1,956

Revenue By Geographical Region
United States	$	2,538	$	2,929	$	1,625	$	2,336	$	2,722	$	1,256
International	852		418		802		896		346		681
Intersegment	45		23		25		35		21		19
Total revenue	$	3,435	$	3,370	$	2,452	$	3,267	$	3,089	$	1,956

_______________

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

Assets by Business Segment

Total assets by business segment are as follows:


(In millions)	(In millions)	March 31, 2023		December 30, 2022		(In millions)	June 30, 2023		December 30, 2022

Total Assets	Total Assets					Total Assets
IMS	IMS	$	10,914	$	11,283	IMS	$	11,030	$	10,925
SAS	SAS	9,169		8,475		SAS	9,181		8,838
CS	CS	7,119		5,800		CS	7,129		5,800

Corporate(1)	Corporate(1)	8,305		7,966		Corporate(1)	8,022		7,961
Total Assets	Total Assets	$	35,507	$	33,524	Total Assets	$	35,362	$	33,524

_______________

(1)Identifiable intangible assets acquired in connection with business combinations were recorded as corporate assets because they benefited the entire Company. Identifiable intangible asset balances recorded as corporate assets were ~~$6.7~~$6.4 billion and $6.0 billion at ~~March 31,~~June 30, 2023 and December 30, 2022, 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 of ~~business~~businesses held for sale.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE P: LEGAL PROCEEDINGS AND CONTINGENCIES

~~From time to time, as a normal incident~~In ordinary course of ~~the nature and kind of businesses in which~~business, we are routinely defendants in, parties to or ~~were engaged, various~~otherwise subject to many pending and threatened legal actions, claims, ~~or charges are asserted~~disputes, arbitration and ~~litigation or arbitration is commenced by or against us~~other legal proceedings incident to our business, 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~~employment disputes; commercial or contractual disputes; strategic acquisitions or divestitures; the prior sale or use of former products allegedly containing asbestos or other restricted materials; breach of warranty; or environmental matters. Claimed amounts against us may be substantial, but may not bear any reasonable relationship to the merits of the claim or the extent of any real risk of court or arbitral awards. We accrue contingencies based on a range of possible outcomes. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. Gain contingencies, if any, are recognized when they are realized and legal costs generally are expensed when incurred. At ~~March 31,~~June 30, 2023, our accrual for the potential resolution of lawsuits, claims, or proceedings that we consider probable of being decided unfavorably to us was not material. Although it is not feasible to predict the outcome of these matters with certainty, it is reasonably possible that some lawsuits, claims or proceedings may be disposed of or decided unfavorably to us and in excess of the amounts currently accrued. Based on available information, in the opinion of management, settlements, arbitration awards and final judgments, if any, that are considered probable of being rendered against us in litigation or arbitration in existence at ~~March 31,~~June 30, 2023 are reserved against or would not have a material adverse effect on our financial condition, results of operations, cash flows or equity.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Environmental Matters

We are subject to numerous U.S. Federal, state, local and international environmental laws and regulatory requirements and are involved from time to time in investigations or litigation of various potential environmental issues. We or companies we have acquired are responsible, or alleged to be responsible, for environmental investigation and/or remediation of multiple sites. These sites are in various stages of investigation and/or remediation and in some cases our liability is considered de minimis. Notices from the U.S. Environmental Protection Agency (“EPA”) or equivalent state or international environmental agencies allege that 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. (“Exelis”), 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, 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. 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 ~~March 31,~~June 30, 2023 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.

NOTE Q: SUBSEQUENT EVENTS

~~On April 6,~~We were advised on July 26, 2023 ~~we completed~~that the ~~sale~~FTC will not block the acquisition of ~~our VIS business for $70 million, subject~~AJRD. We expect the acquisition to ~~customary adjustments.~~close on or about July 28, 2023.

1921

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 ~~March 31,~~June 30, 2023, the related condensed consolidated statements of operations, comprehensive income ~~cash flows~~ and equity for the quarter and two quarters ended ~~March 31,~~June 30, 2023 and ~~April~~July 1, 2022, the condensed consolidated statements of cash flows for the two quarters ended June 30, 2023 and July 1, 2022 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 December 30, 2022, the related consolidated statements of operations, comprehensive income, cash flows and equity for the year then ended, and the related notes (not presented herein); and in our report dated February 24, 2023, 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 December 30, 2022, 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 are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Ernst & Young LLP

Orlando, Florida

~~April 28,~~July 26, 2023

2022


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 and accompanying Notes. In addition, reference should be made to our audited Consolidated Financial Statements and accompanying Notes to our Consolidated Financial Statements and Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2022 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.”

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

U.S. and International Budget Environment

Our largest customers are various departments and agencies of the U.S. Government — the percentage of our revenue that was derived from sales to U.S. Government customers, including foreign military sales funded through the U.S. Government, whether directly or through prime contractors, was ~~77%~~74% for the ~~quarter~~two quarters ended ~~March 31,~~June 30, 2023.

On December 29, 2022, the President signed the National Defense Authorization Act, providing $858 billion of national defense funding for the 2023 U.S. Government fiscal year (“GFY”), of which $816 billion was allotted to the DoD. On March 13, 2023, the DoD released details around ~~President Biden’s~~the President’s GFY 2024 ~~GFY~~ $886 billion national defense budget ~~request. This budget~~ request (“PBR”). The PBR includes $842 billion for the DoD, a proposed increase of approximately 3% over the enacted GFY 2023 DoD budget. Many of our offerings funded in the enacted GFY 2023 DoD budget are also supported by the ~~President’s 2024 GFY DoD budget request,~~PBR, including responsive satellites, ISR aircraft, tactical communications and maritime solutions.

The President’s 2024 GFY budget request and the overall defense spending environment in both the U.S. and internationally ~~reflects~~reflect the continued impacts of the conflicts in Ukraine, and geopolitical tensions across Asia and the Middle East. Changes to U.S. Government or international spending priorities have and could in the future impact our business.

~~In addition, it~~On June 3, 2023, the President signed into law the Fiscal Responsibility Act of 2023 (“FRA”), which suspended the federal debt limit through January 1, 2025 and established new discretionary funding limits for defense and non-defense accounts. The deal capped GFY 2024 national defense funding at $886 billion. This includes $842 billion for the DoD specifically. GFY non-defense funding is ~~expected~~capped at $704 billion. On July 14, 2023, the House passed its GFY 2024 National Defense Authorization Act authorizing $842 billion for the DoD, consistent with the GFY PBR and the caps set forth by the FRA. We expect that ~~without Congressional action,~~ the ~~current statutory legal limit on~~House and Senate will continue consideration of GFY 2024 appropriation and authorization bills.

The overall defense spending environment, both in the U.S. ~~debt will be exceeded by June 2023,~~and internationally, reflects the continued impacts of the conflicts in Ukraine and geopolitical tensions across Asia and the Middle East, but changes to U.S. Government or international spending priorities have and could in the future impact our business. The Federal budget and debt ceiling in particular could be the subject of considerable Congressional ~~debate. Future~~debate, and changes in spending priorities, ~~arising from any Congressional action on~~including changes in the ~~Federal~~DoD budget, ~~and debt ceiling or otherwise~~ could adversely affect our existing programs and future contracts and impact our financial condition and results of operations.

See our U.S. Government funding risks and the discussion of our international business risks within Part I: Item 1A. Risk Factors in our Fiscal 2022 Form 10-K.

Economic Environment

The macroeconomic environment continues to present challenges, which have impacted and may continue to impact our future results. Rising inflation in the U.S. has led to higher input costs. The ongoing uncertainty related to the impacts of inflation, as well as increased interest rates, raise the cost of borrowing for the Federal government.

To the extent feasible, we continue to proactively deploy operational improvement strategies and 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; our fixed-price contracts could subject us to losses in the event of cost overruns or a significant increase in or a sustained period of increased inflation.

KEY DEVELOPMENTS

Business Realignment. Effective for fiscal 2023, we adjusted our reporting to better align our businesses and transferred our ADG business (representing ~~$83~~$74 million and ~~$70~~$157 million of revenue for the quarter and two quarters ended ~~March 31,~~June 30, 2023, respectively, and ~~April~~$77 million and $147 million of revenue for the quarter and two quarters ended July 1, 2022, respectively) from our IMS segment to our SAS segment. See Note A: Basis of Presentation and Summary of Significant Accounting Policies in the Notes for further information.

Acquisition of ~~Viasat, Inc.’s~~Viasat’s TDL. On January 3, 2023, we completed the TDL acquisition ~~of the TDL~~ which is reported within our CS segment. See Note B: Acquisitions, Divestitures and ~~Divestitures~~Asset Sales in the Notes for further information regarding the TDL acquisition.

Pending Acquisition of AJRD. On March 15, 2023, in connection with our definitive agreement to acquire AJRD, we and AJRD each received a request for additional information and documentary material (the "Second Request") from the ~~Federal Trade Commission (the “FTC”),~~FTC, which ~~extends~~extended the waiting period for review under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as ~~amended, until 30 days after we and AJRD have each certified substantial compliance with~~amended. We were advised on July 26, 2023 that the ~~Second Request (unless extended voluntarily by~~FTC will not block the ~~parties or earlier terminated by the FTC).~~acquisition of AJRD. We ~~are responding to the Second Request and~~ expect the ~~transaction~~acquisition to close ~~in fiscal~~on or about July 28, 2023.

RESULTS OF OPERATIONS

Consolidated Results of Operations


		Quarter Ended								Quarter Ended	Two Quarters Ended
(Dollars in millions, except per share amounts)	(Dollars in millions, except per share amounts)	March 31, 2023			April 1, 2022			% Inc/(Dec)					(Dollars in millions, except per share amounts)		June 30, 2023				July 1, 2022				% Inc/(Dec)				June 30, 2023				July 1, 2022				% Inc/(Dec)

Revenue from product sales and services
Revenue from product sales and services:												Revenue from product sales and services:
IMS	IMS	$	1,700		$	1,659		2	%				IMS		$	1,735			$	1,608			8		%		$	3,435			$	3,267			5		%
SAS	SAS	1,655			1,517			9	%				SAS		1,715				1,572				9		%		3,370				3,089				9		%
CS	CS	1,163			963			21	%				CS		1,289				993				30		%		2,452				1,956				25		%

Corporate eliminations	Corporate eliminations	(47)			(36)			*					Corporate eliminations		(46)				(38)				21		%		(93)				(74)				26		%
Revenue from product sales and services	Revenue from product sales and services	4,471			4,103			9	%				Revenue from product sales and services		4,693				4,135				13		%		9,164				8,238				11		%
Cost of product sales and services	Cost of product sales and services	(3,305)			(2,860)			16	%				Cost of product sales and services		(3,476)				(2,907)				20		%		(6,763)				(5,767)				17		%
% of total revenue	% of total revenue	74		%	70		%						% of total revenue		74		%		70		%						74		%		70		%
Gross margin	Gross margin	1,166			1,243			(6)	%				Gross margin		1,217				1,228				(1)		%		2,401				2,471				(3)		%
% of total revenue	% of total revenue	26		%	30		%						% of total revenue		26		%		30		%						26		%		30		%
Engineering, selling and administrative expenses	Engineering, selling and administrative expenses	(773)			(745)			4	%				Engineering, selling and administrative expenses		(783)				(744)				5		%		(1,556)				(1,489)				4		%
% of total revenue	% of total revenue	17		%	18		%						% of total revenue		17		%		18		%						17		%		18		%

Business divestiture-related gains, net												Business divestiture-related gains, net		26				—				*				26				—				*
Impairment of other assets												Impairment of other assets		(60)				—				*				(78)				—				*
Non-operating income, net	Non-operating income, net	82			106			*					Non-operating income, net		83				108				(23)		%		165				214				(23)		%
Interest expense, net	Interest expense, net	(102)			(68)			*					Interest expense, net		(111)				(67)				66		%		(213)				(135)				58		%
Income before income taxes	Income before income taxes	373			536			(30)	%				Income before income taxes		372				525				(29)		%		745				1,061				(30)		%
Income taxes	Income taxes	(34)			(61)			*					Income taxes		(21)				(55)				(62)		%		(55)				(116)				(53)		%
Effective tax rate	Effective tax rate	9		%	11		%						Effective tax rate		6		%		10		%						7		%		11		%

Net income	Net income	339			475			(29)	%				Net income		351				470				(25)		%		690				945				(27)		%
Noncontrolling interests, net of income taxes	Noncontrolling interests, net of income taxes	(2)			—			*					Noncontrolling interests, net of income taxes		(2)				1				*				(4)				1				*
Net income attributable to L3Harris Technologies, Inc.	Net income attributable to L3Harris Technologies, Inc.	$	337		$	475		(29)	%				Net income attributable to L3Harris Technologies, Inc.		$	349			$	471			(26)		%		$	686			$	946			(27)		%
% of total revenue	% of total revenue	8		%	12		%						% of total revenue		7		%		11		%						7		%		11		%
Net income per diluted common share attributable to L3Harris Technologies, Inc. common shareholders		$	1.76		$	2.44		(28)	%
Diluted EPS												Diluted EPS		$	1.83			$	2.42			(24)		%		$	3.60			$	4.86			(26)		%

_______________

*Not meaningful

Revenue and Gross Margin

One Quarter Comparison. Revenue increased 9%13% in the quarter ended ~~March 31,~~June 30, 2023 compared towith the quarter ended ~~April~~July 1, 2022 from higher revenue across all segments as CS, SAS and IMS revenues increased ~~$200~~$296 million, ~~$138~~$143 million and ~~$41~~$127 million, respectively.

Gross margin and gross margin as a percentage of revenue decreased in the quarter ended June 30, 2023 compared with the quarter ended July 1, 2022, largely due to a net change in EAC adjustments and higher mix of lower-margin revenue, partially offset by the increases in revenue volume noted in the revenue discussion above.

Two Quarters Comparison. Revenue increased 11% in the two quarters ended June 30, 2023 compared with the two quarters ended July 1, 2022 from higher revenue across all segments as CS, SAS and IMS revenues increased $496 million, $281 million and $168 million, respectively.

2225

Gross margin and gross margin as a percentage of revenue decreased in the ~~quarter~~two quarters ended ~~March 31,~~June 30, 2023 compared towith the ~~quarter~~two quarters ended ~~April~~July 1, 2022, largely due to a net change in EAC adjustments and higher mix of lower-margin revenue, partially offset inby the increases in revenue volume noted in the revenue discussion above.

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

Engineering, Selling and Administrative Expenses

Engineering, selling and administrative expenses (“ESA”) expenses were as follows:


		Quarter Ended					Quarter Ended				Two Quarters Ended
(In millions)	(In millions)	March 31, 2023		April 1, 2022		(In millions)	June 30, 2023		July 1, 2022		June 30, 2023		July 1, 2022

Amortization of acquisition-related intangibles	Amortization of acquisition-related intangibles	$	(142)	$	(134)	Amortization of acquisition-related intangibles	$	(150)	$	(133)	$	(292)	$	(267)
Company-sponsored R&D costs	Company-sponsored R&D costs	(114)		(156)		Company-sponsored R&D costs	(117)		(145)		(231)		(301)
Acquisition-related transaction and integration expenses						Acquisition-related transaction and integration expenses	(36)		—		(76)		—
L3Harris merger-related integration expenses	L3Harris merger-related integration expenses	—		(24)		L3Harris merger-related integration expenses	—		(26)		—		(50)
Acquisition-related transaction and integration expenses		(40)		—
LHX NeXt						LHX NeXt	(22)		—		(35)		—

Gain on sale of asset group						Gain on sale of asset group	—		8		—		8
Pre-acquisition and other divestiture-related expenses	Pre-acquisition and other divestiture-related expenses	(10)		(1)		Pre-acquisition and other divestiture-related expenses	(2)		(35)		(12)		(36)
Enterprise transformation program		(13)		—
Other ESA expenses	Other ESA expenses	(454)		(430)		Other ESA expenses	(456)		(413)		(910)		(843)
Total ESA expenses	Total ESA expenses	$	(773)	$	(745)	Total ESA expenses	$	(783)	$	(744)	$	(1,556)	$	(1,489)

Non-Operating Income, Net

Non-operating income, net ~~were~~was as follows:


		Quarter Ended					Quarter Ended				Two Quarters Ended
(In millions)	(In millions)	March 31, 2023		April 1, 2022		(In millions)	June 30, 2023		July 1, 2022		June 30, 2023		July 1, 2022

Non-service FAS pension income(1)	Non-service FAS pension income(1)	$	77	$	110	Non-service FAS pension income(1)	$	77	$	111	$	154	$	221

Other, net	Other, net	5		(4)		Other, net	6		(3)		11		(7)
Non-operating income, net	Non-operating income, net	$	82	$	106	Non-operating income, net	$	83	$	108	$	165	$	214

_______________

(1)Includes interest cost, expected return on plan assets, amortization of net actuarial gains under our pension and postretirement benefit plans. See Note I: Pension and Other Postretirement Benefit Plans in the Notes for more information on the composition of non-service cost components of FAS pension and OPEB income and expense.

Business Divestiture-Related Gains

For the quarter and two quarters ended June 30, 2023, the pre-tax gain associated with VIS was $26 million. There were no business divestiture-related gains or losses during the quarter and two quarters ended July 1, 2022.

See Note B: Acquisitions, Divestitures and Asset Sales in the Notes for further information.

Impairment of Other Assets

Impairment of other assets for the quarter and two quarters ended June 30, 2023 consisted of non-cash impairment charges for the following:


	Quarter Ended		Two Quarters Ended
(In millions)	June 30, 2023		June 30, 2023

Impairment of customer contracts:
IMS	$	3	$	3
SAS	27		27
Unallocated corporate expense	—		18
	30		48
Facility closures:
IMS	9		9
Unallocated corporate expense	21		21
Impairment of other assets	$	60	$	78

There was no impairment of other assets during the quarter or two quarters ended July 1, 2022.

Interest Expense, Net

One Quarter Comparison. Interest expense, net increased in the quarter ended ~~March 31,~~June 30, 2023 compared with the quarter ended ~~April~~July 1, 2022 ~~due to of $35 million of incremental interest expense in the quarter ended March 31, 2023,~~ primarily due to ~~the outstanding borrowings~~$37 million of interest expense on the $2.25 billion outstanding under our variable rate Term Loan 2025.

Two Quarters Comparison. Interest expense, net increased in the two quarters ended June 30, 2023 compared with the two quarters ended July 1, 2022 primarily due to $72 million of interest expense on the $2.25 billion outstanding under our variable rate Term Loan 2025.

See Note H: Debt and Credit Arrangements in the Notes for further information.

Income Taxes

One Quarter Comparison. Our effective tax rate was ~~9.1%~~5.6% for the quarter ended ~~March 31,~~June 30, 2023 compared with ~~11.3%~~10.5% for the quarter ended ~~April~~July 1, 2022. For the quarter ended ~~March 31,~~June 30, 2023, our effective tax rate benefited from the favorable impacts of R&D credits, FDII deductions and the resolution of specific audit uncertainties. For the quarter ended ~~April~~July 1, 2022, our effective tax rate benefited from the favorable impact of R&D credits, ~~the reduction in deferred tax liabilities on the outside basis of certain foreign subsidiaries due to~~ an ~~internal restructuring,~~ 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,~~uncertainties.

Two Quarters Comparison. Our effective tax rate was 7.4% for the two quarters ended June 30, 2023 compared with 10.9% for the two quarters ended July 1, 2022. For the two quarters ended June 30, 2023, our effective tax rate benefited from the favorable impacts of R&D credits, FDII deductions and ~~excess~~the resolution of specific audit uncertainties. For the two quarters ended July 1, 2022, our effective tax ~~benefits related~~rate was favorably impacted by a reduction in the deferred tax liabilities on the outside basis of certain foreign subsidiaries due to ~~equity-based compensation.~~an internal restructuring and the items described above.

Net Income

One Quarter Comparison and Two Quarters Comparison. The decrease in net income in the quarter and two quarters ended ~~March 31,~~June 30, 2023 compared with the quarter and two quarters ended ~~April~~July 1, 2022 was due to the combined effects of reasons noted in the sections above.

Diluted EPS

~~Net Income Per~~ Diluted ~~Common Share Attributable to L3Harris Technologies, Inc. Common Shareholders~~

~~Net income per diluted common share attributable to L3Harris Technologies, Inc. common shareholders~~EPS in the quarter and two quarters ended ~~March 31,~~June 30, 2023 decreased compared with the quarter and two quarters ended ~~April~~July 1, 2022 due to lower net income, partially offset by fewer diluted weighted average common shares outstanding, primarily reflecting the repurchases of our common stock under our share repurchase program during the quarter and two quarters ended ~~March 31,~~June 30, 2023 and fiscal 2022 share repurchases subsequent to ~~April~~July 1, 2022.

See the “Common Stock Repurchases” discussion below in this MD&A for further information.

Discussion of Business Segment Results of Operations

IMS Segment


		Quarter Ended								Quarter Ended	Two Quarters Ended
(Dollars in millions)	(Dollars in millions)	March 31, 2023			April 1, 2022			% Inc/(Dec)				(Dollars in millions)	June 30, 2023			July 1, 2022			% Inc/(Dec)		June 30, 2023			July 1, 2022			% Inc/(Dec)

Revenue	Revenue	$	1,700		$	1,659		2	%			Revenue	$	1,735		$	1,608		8	%	$	3,435		$	3,267		5	%
Operating income	Operating income	185			251			(26)	%			Operating income	162			207			(22)	%	347			458			(24)	%
Operating income as a percentage of revenue ("operating margin")	Operating income as a percentage of revenue ("operating margin")	11		%	15		%					Operating income as a percentage of revenue ("operating margin")	9		%	13		%			10		%	14		%

One Quarter Comparison. The increase in IMS segment revenue for the quarter ended ~~March 31,~~June 30, 2023 compared with the quarter ended ~~April~~July 1, 2022 was primarily due to ~~$64~~higher revenues of $41 million in Electro Optical and $39 million in Commercial Aviation Solutions, both from higher ~~revenue~~volumes, $36 million in Maritime largely from power and energy solutions and classified programs and $13 million in ISR from growth in domestic aircraft procurement and ~~missionization and higher volumes within Electro Optical and Commercial Aviation, partially offset by a decrease of $20 million within Maritime from lower classified and services revenues.~~missionization.

The decrease in IMS segment operating income for the quarter ended ~~March 31,~~June 30, 2023 compared with the quarter ended ~~April~~July 1, 2022 was primarily due to net change in EAC adjustments principally in ISR and Maritime and a $12 million non-cash impairment of other assets related to facility closuresand restructuring of a customer contract.

Two Quarters Comparison. The increase in IMS segment revenue for the two quarters ended June 30, 2023 compared with the two quarters ended July 1, 2022 was primarily due to higher revenues of $77 million in ISR from growth in domestic aircraft procurement and missionization, $66 million in Commercial Aviation Solutionsand $62 million in Electro Optical, both from higher volumes.

The decrease in IMS segment operating income for the two quarters ended June 30, 2023 compared with the two quarters ended July 1, 2022 was primarily due to net change in EAC adjustments principally in ISR and Maritime and a $12 million non-cash impairment of other assets related to facility closures and restructuring of a customer contract.

SAS Segment


	Quarter Ended								Two Quarters Ended
(Dollars in millions)	June 30, 2023			July 1, 2022			% Inc/(Dec)		June 30, 2023			July 1, 2022			% Inc/(Dec)

Revenue	$	1,715		$	1,572		9	%	$	3,370		$	3,089		9	%
Operating income	168			203			(17)	%	355			380			(7)	%
Operating margin	10		%	13		%			11		%	12		%

One Quarter Comparison. The increase in SAS segment revenue for the quarter ended June 30, 2023 compared with the quarter ended July 1, 2022 was primarily due to higher revenue of $105 million in Space Systems and $20 million in Intel & Cyber, both from new program ramps and $24 million in Mission Networks from program scope growth. Such increases were partially offset by a decline in legacy airborne platform volume.

The decrease in SAS segment operating income for the quarter ended June 30, 2023 compared with the quarter ended July 1, 2022 was primarily due to a ~~higher volume~~$27 million non-cash impairment of ~~lower-margin domestic ISR revenue and~~other assets related to restructuring of a ~~net change~~customer contract, in ~~EAC adjustments primarily in ISR due, in part,~~addition to ~~atypically high net favorable adjustments in the prior-year period.~~lower recovery of overhead costs on fixed price contracts.

~~SAS~~

Quarter Ended
(Dollars in millions) March 31, 2023 April 1, 2022 % Inc/(Dec)
Revenue $ 1,655 $ 1,517 9 %
Operating income 187 177 6 %
Operating margin 11 % 12 %

Two Quarters Comparison. The increase in SAS segment revenue for the ~~quarter~~two quarters ended ~~March 31,~~June 30, 2023 compared with the ~~quarter~~two quarters ended ~~April~~July 1, 2022 was primarily due to ~~$91 million~~ higher revenue of $196 million in Space Systems and $28 million in Intel and Cyber, both from ~~a ramp on~~ new ~~programs, $55~~program ramps, $60 million in Mission Avionics from an increase in production revenues and ~~modest increases~~$38 million in Mission Networks ~~and Intel and Cyber.~~from program scope growth. Such increases were partially offset by a ~~decrease of $28 million~~decline in ~~Electronic Warfare from lower volume and program execution.~~legacy airborne platform volume.

The ~~increase~~decrease in SAS segment operating income for the two quarters ended June 30, 2023 compared with the two quarters ended July 1, 2022 was primarily due to a $27 million non-cash impairment of other assets related to restructuring of a customer contract, in addition to lower recovery of overhead costs on fixed price contracts.

CS Segment


	Quarter Ended								Two Quarters Ended
(Dollars in millions)	June 30, 2023			July 1, 2022			% Inc/(Dec)		June 30, 2023			July 1, 2022			% Inc/(Dec)

Revenue	$	1,289		$	993		30	%	$	2,452		$	1,956		25	%
Operating income	325			238			37	%	591			467			27	%
Operating margin	25		%	24		%			24		%	24		%

One Quarter Comparison. The increase in CS segment revenue for the quarter ended ~~March 31,~~June 30, 2023 compared with the quarter ended ~~April 1, 2022 was due to higher volumes partially offset by development program mix in Space Systems and lower volume and program execution in Electronic Warfare.~~

Quarter Ended
(Dollars in millions) March 31, 2023 April 1, 2022 % Inc/(Dec)
Revenue $ 1,163 $ 963 21 %
Operating income 266 229 16 %
Operating margin 23 % 24 %

~~The increase in CS revenue for the quarter ended March 31, 2023 compared with the quarter ended April~~July 1, 2022 was primarily due to ~~$106 million~~ higher revenue ~~in Broadband Communications, principally from the TDL acquisition, $101~~of $160 million in Tactical Communications and ~~$38~~$27 million in Public Safety, both from higher volumes driven by improved electronic component ~~availability.~~ availability and $115 million in Broadband Communications due to $83 million from the TDL acquisition and higher volumes on legacy platforms.

The increase in CS segment operating income for the quarter ended June 30, 2023 compared with the quarter ended July 1, 2022 was primarily due to higher volumes, including the TDL acquisition, and favorable mix in Tactical Communications.

Two Quarters Comparison. The increase in CS segment revenue for the two quarters ended June 30, 2023 compared with the two quarters ended July 1, 2022 was primarily due to higher revenue of $261 million in Tactical Communications and $65 million in Public Safety, both from higher volumes driven by improved electronic component availability, and $221 million in Broadband Communications due to $164 million from the TDL acquisition and higher volumes on legacy platforms.Such increases were partially offset by a decrease of ~~$36~~$34 million related to program execution in Integrated Vision Solutions.

The increase in CS segment operating income for the ~~quarter~~two quarters ended ~~March 31,~~June 30, 2023 compared with the ~~quarter~~two quarters ended ~~April~~July 1, 2022 was primarily due to higher volumes, including the TDL acquisition, and favorable mix in Tactical Communications partially offset by program execution in Integrated Vision Solutions.

Unallocated Corporate Expenses


		Quarter Ended						Quarter Ended	Two Quarters Ended
(Dollars in millions)	(Dollars in millions)	March 31, 2023		April 1, 2022		% Inc/(Dec)								(Dollars in millions)	June 30, 2023			July 1, 2022			% Inc/(Dec)			June 30, 2023			July 1, 2022	% Inc/(Dec)

Unallocated corporate department expense, net(1)		$	(6)	$	(4)	50	%
Unallocated corporate department (expense) income, net(1)									Unallocated corporate department (expense) income, net(1)	$	(35)	$	19			*			$	(41)		$	15		*
Amortization of acquisition-related intangibles(2)	Amortization of acquisition-related intangibles(2)	(165)		(152)		9	%							Amortization of acquisition-related intangibles(2)	(173)			(151)			15	%		(338)			(303)	12	%
Additional cost of sales related to the fair value step-up in inventory sold									Additional cost of sales related to the fair value step-up in inventory sold	(15)		—				*			(30)			—			*
L3Harris merger-related integration expenses									L3Harris merger-related integration expenses	—		(26)				(100)	%		—			(50)			(100)	%
Acquisition-related transaction and integration expenses	Acquisition-related transaction and integration expenses	(40)		—		*								Acquisition-related transaction and integration expenses	(36)			—			*			(76)			—	*
L3Harris merger-related integration expenses		—		(24)		*
Impairment of other assets		(18)		—		*
Additional cost of sales related to the fair value step-up in inventory sold		(15)		—		*
Enterprise transformation program		(13)		—		*
Pre-acquisition and other divestiture-related expenses									Pre-acquisition and other divestiture-related expenses	(2)		(35)				(94)	%		(12)			(36)			(67)	%
Business divestiture-related gains, net									Business divestiture-related gains, net	26		—				*			26			—			*
Gain on sale of asset group									Gain on sale of asset group	—		8				(100)	%		—			8			(100)	%
Impairment of other assets(3)									Impairment of other assets(3)	(21)		—				*			(39)			—			*
LHX NeXt(4)									LHX NeXt(4)	(22)		—				*			(35)			—			*

Pre-acquisition and other divestiture-related expenses		(10)		(1)		*
FAS/CAS operating adjustment~~(3)~~(5)	FAS/CAS operating adjustment~~(3)~~(5)	22		22		—	%							FAS/CAS operating adjustment~~(3)~~(5)	23			21			10	%		45			43	5	%
Total unallocated items									Total unallocated items	$	(255)	$	(164)						$	(500)		$	(323)

_______________

*Not meaningful

(1) Includes certain corporate-level expenses that are not included in management’s evaluation of ~~segments~~any segment’s operating performance.

(2) Includes amortization of identifiable intangible assets acquired in connection with business combinations. Because our acquisitions benefited the entire Company, the amortization of identifiable intangible assets acquired was not allocated to any segment.

(3) Includes a $21 million non-cash charge for impairment of intangible assets related to the closure of a facility during the quarter and two quarters ended June 30, 2023. See Note G: Goodwill and Other Intangible Assets in these Notes for additional information. Additionally, includes $18 million charge related to an impairment of a customer contract during the two quarters ended June 30, 2023.

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

(5) Represents the difference between the service cost component of FAS pension and OPEB cost 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 Note O: Business Segment Information in the Notes for additional information regarding the FAS/CAS operating adjustment.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL STRATEGIES

Cash Flows


		Quarter Ended					Two Quarters Ended
(In millions)	(In millions)	March 31, 2023		April 1, 2022		(In millions)	June 30, 2023		July 1, 2022

Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	$	880	$	941	Cash and cash equivalents, beginning of period	$	880	$	941
Operating activities:
Operating Activities:						Operating Activities:
Net income	Net income	339		475		Net income	690		945
Non-cash adjustments	Non-cash adjustments	144		52		Non-cash adjustments	340		111
Changes in working capital	Changes in working capital	(120)		(499)		Changes in working capital	(120)		(495)
Other, net	Other, net	(13)		11		Other, net	(146)		227
Net cash provided by operating activities	Net cash provided by operating activities	350		39		Net cash provided by operating activities	764		788
Net cash used in investing activities	Net cash used in investing activities	(2,048)		(64)		Net cash used in investing activities	(2,074)		(121)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	1,361		(513)		Net cash provided by (used in) financing activities	794		(1,174)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	2		(1)		Effect of exchange rate changes on cash and cash equivalents	2		(14)
Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	(335)		(539)		Net decrease in cash and cash equivalents	(514)		(521)
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	545	$	402	Cash and cash equivalents, end of period	$	366	$	420

Net cash provided by operating activities

The ~~$311~~$24 million ~~increase~~decrease in net cash provided by operating activities in the ~~quarter~~two quarters ended ~~March 31,~~June 30, 2023 compared with the ~~quarter~~two quarters ended ~~April~~July 1, 2022 was primarily due to ~~$379 million~~increases in income and payroll related tax payments partially offset by less cash used to fund net working capital (i.e., receivables, contract assets, inventories, accounts payable and contract liabilities) and a decrease in net income, excluding the impact of non-cash ~~adjustments.~~

items.

Net cash used in investing activities

The ~~$1,984~~$1,953 million increase in net cash used in investing activities in the ~~quarter~~two quarters ended ~~March 31,~~June 30, 2023 compared with the ~~quarter~~two quarters ended ~~April~~July 1, 2022 was primarily due to the $1,973 million cash used for the acquisition of TDL during the first quarter of fiscal 2023.

Net cash provided by (used in) financing activities

The ~~$1,874~~$1,968 million increase in net cash provided by financing activities in the ~~quarter~~two quarters ended ~~March 31,~~June 30, 2023 compared with ~~net cash used in financing activities in~~ the ~~quarter~~two quarters ended ~~April~~July 1, 2022 was primarily due to ~~$2.0~~$2.25 billion in proceeds from borrowings on our Term Loan 2025 for which $2.0 billion was utilized for the TDL acquisition, ~~partially offset by an $88~~$579 million ~~increase~~in net proceeds from issuances of commercial paper and $211 million decrease in cash used to repurchase our common stock under our share repurchase program, ~~a $14 million~~partially offset by $1.1 billion increase in ~~tax withholding payments associated with vested share-based awards~~repayments of borrowings including the $800 million aggregate principal amount of our 3.85% 2023 Notes and ~~a $19~~$250 million ~~decrease~~aggregate principal amount of our Floating 2023 Notes.

See Note H: Debt and Credit Arrangements in ~~proceeds from exercises of employee stock options.~~the Notes for further information.

Cash and cash equivalents

At ~~March 31,~~June 30, 2023, we had cash and cash equivalents of ~~$545~~$366 million, which includes ~~$295~~$293 million held by our foreign subsidiaries, a significant portion of which we believe can be repatriated to the U.S. with minimal tax cost.

Capital Structure and Resources

Below describes significant changes to our credit arrangements and debt during the ~~quarter~~two quarters ended ~~March 31,~~June 30, 2023.

Credit Arrangements

Credit Agreements. On March 10, 2023, we established athe $2.4 billion 2023 Credit Facility to finance a portion of the purchase price for the pending acquisition of AJRD. At ~~March 31,~~June 30, 2023, we had no outstanding borrowings and were in compliance with all covenants under our 2023 Credit Agreement. Additionally, at June 30, 2023, we had no outstanding borrowings and were in compliance with all covenants under our ~~2023~~$2.0 billion 2022 Credit Agreement.

Commercial Paper ~~Program.~~Programs. On March 14, 2023, we established ~~a $3.4 billion~~the CP Program, which is supported by amounts unused and available under the 2022 Credit Agreement and the 2023 Credit Agreement. ~~The Company expects~~From time to ~~terminate~~time, we use borrowings under the CP Program for general corporate purposes, including the funding of acquisitions, debt refinancing, dividend payments and repurchases of our common stock. During the quarter ended June 30, 2023, we had a maximum outstanding balance of $1.5 billion under our CP program, which we used for the June 15, 2023 repayment of the $800 million aggregate principal amount of our 3.85% 2023 Notes, a portion of which was repaid with cash on hand during the quarter ended June 30, 2023.

Amounts outstanding under the CP Program at June 30, 2023 and the daily average balance and weighted average yield during the quarter ended June 30, 2023 were as follows:


	June 30, 2023
(In millions, except weighted average yield)	Outstanding			Daily Average

CP Program	$	579		$	588
Weighted Average Yield	5.47		%	5.33		%

We terminated our prior existing $1.0 billion commercial paper program induring the ~~second quarter of Fiscal~~two quarters ended June 30, 2023. ~~At March 31,~~

Subsequent to June 30, 2023, we ~~had no outstanding notes~~increased the maximum amount available under the CP Program from $3.4 billion to $3.9 billion as permitted under its terms. This amount will be reduced by any borrowings under the 2022 Credit Agreement or the 2023 Credit Agreement. Balances under our CP ~~Program.~~Program may be elevated from time to time during fiscal 2023 as compared to historical norms.

~~Further~~For further information about our Credit Agreements and CP Program, ~~can be found in~~see Note H: Debt and Credit Arrangements in the Notes.

Debt

At ~~March 31,~~June 30, 2023, we had ~~$9.0~~$8.2 billion of outstanding long-term debt, net, including the current portion of long-term debt, net and financing lease obligations, the majority of which we incurred in connection with merger and acquisition activity.

Long-Term Debt Issued. We ~~issued~~drew $2.25 billion in long-term debt ~~of $2.25 billion under~~on Term Loan 2025 during the ~~quarter~~two quarters ended ~~March 31,~~June 30, 2023.

Long-Term Debt Repayments.On March 14, 2023, we repaid the entire outstanding $250 million aggregate principal amount of our Floating 2023 Notes through a $250 million draw on Term Loan 2025. On June 15, 2023, we repaid the entire outstanding $800 million aggregate principal amount of our 3.85% 2023 Notes through cash on hand and the issuance of commercial paper.

For a description of our long-term debt, see Note H: Debt and Credit Arrangements in the Notes and Note 13: Debt in our Fiscal 2022 Form 10-K.

2631

Liquidity Assessment

Given our current cash position, outlook for funds generated from operations, credit ratings, available credit facilities, cash needs and debt structure, we have not experienced to date, and do not expect to experience, any material issues with liquidity for the next 12 months and in the longer term, ~~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 global financial uncertainty. Additionally, provisions in the Tax Cuts and Jobs Act of 2017 required that, beginning in 2022, R&D expenditures be capitalized and amortized over five years. In the future, Congress may consider legislation that would defer the amortization requirement to later years, possibly with retroactive effect. In the meantime, we will continue to make ~~additional~~ Federal tax payments based on the current tax law. The impact of this tax law on our cash from operations depends on the amount of R&D expenditures incurred and whether the Internal Revenue Service issues guidance on the provision which differs from our current interpretation, among other things. See Part I: Item 1A. Risk Factors in our Fiscal 2022 Form 10-K and Part II. Item 1A. Risk Factors of this Report.

Based on our current business plan and revenue prospects, we believe that our existing cash, funds generated from operations, our senior unsecured credit facilities, our CP Program and access to the public and private debt and equity markets will be sufficient to provide for our anticipated working capital requirements, capital expenditures, dividend payments, repurchases under our share repurchase program, the pending acquisition of AJRD 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 2023 are expected to be approximately $275 million. We intend to retire the 3.85% 2023 Notes with cash on hand and commercial paper issuances. We anticipate tax payments for fiscal 2023 to be approximately equal to or marginally less than our tax expense for fiscal 2023, excluding the impact of R&D capitalization and subject to adjustment for timing differences. For additional information regarding our income taxes, see ~~Note 22: Income Taxes~~ ~~in our Fiscal 2022 Form 10-K.~~ Other than operating expenses, cash requirements for fiscal 2023 are expected to consist primarily of ~~capital expenditures, R&D payments, dividend payments, repurchases under our share repurchase program, and~~ expenditures for the pending acquisition of ~~AJRD.~~AJRD, capital expenditures, tax payments, dividend payments, and repurchases under our share repurchase program. See “Capital Structure and Resources” and “Commercial Commitments” in Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2022 Form 10-K for further information regarding our cash requirements.

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, 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 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 2023 or 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 ~~$208~~$184 million as of ~~March 31,~~June 30, 2023. See Note 14: Pension and Other Postretirement Benefits in our Fiscal 2022 Form 10-K and Note I: Pension and Other Postretirement Benefit Plans in the Notes for further information regarding our pension plans.

Common Stock Repurchases

During the ~~quarter~~two quarters ended ~~March 31,~~June 30, 2023, we used ~~$396~~$518 million to repurchase ~~1.9~~2.5 million shares of our common stock under our share repurchase program at an average price per share of ~~$211.08,~~$204.40, including commissions of $0.02 per share. During the ~~quarter~~two quarters ended ~~March 31,~~June 30, 2023, ~~$26~~$28 million in shares of our common stock were delivered to us or withheld by us to satisfy withholding taxes on employee share-based awards. Shares repurchased by us are cancelled and retired.

2732

Our repurchase program does not have a stated expiration date and authorizes us to repurchase shares of our common stock through open market purchases, private transactions, transactions structured through investment banking institutions or any combination thereof. At ~~March 31,~~June 30, 2023, we had a remaining unused authorization under our repurchase program of $~~4.1~~3.9 billion. We have announced that share repurchases will be moderated in the near-term, but 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 or management may deem relevant. The timing, volume and nature of repurchases are also 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 repurchase program is in Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of this Report.

Dividends

On February 24, 2023, we announced that our Board of Directors increased the quarterly per share cash dividend rate on our common stock from $1.12 to $1.14, commencing with the dividend declared by our Board of Directors for the first quarter of fiscal 2023, for an annualized per share cash dividend rate of $4.56, which was our twenty-second consecutive annual increase in our quarterly cash dividend rate. Quarterly cash dividends are typically paid in March, June, September and December. We paid ~~$220~~$436 million in cash dividends during the ~~quarter~~two quarters ended ~~March 31,~~June 30, 2023. We currently expect to continue paying and increasing the rates of cash dividends in the near future, but we can give no assurances concerning payment of future dividends or future dividend increases. The annual declaration of dividends by our Board of Directors 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.

Material Cash Requirements and Commercial Commitments

The amounts disclosed in our Fiscal 2022 Form 10-K include our material cash requirements and commercial commitments. Except for the $2.25 billion in borrowings under Term Loan 2025, the level of indebtedness under our CP Program and the establishment of our 2023 Credit Facility, ~~established during the quarter ended March 31, 2023,~~compared to amounts disclosed in our Fiscal 2022 Form 10-K, there were no material changes to our material cash requirements from contractual cash obligations to repay debt, to purchase goods and services or to make payments under operating leases or our commercial ~~commitments,~~commitments; or in our contingent liabilities on outstanding surety bonds, standby letters of credit agreements or other arrangements with financial institutions and customers primarily relating to the guarantee of future performance on certain contracts to provide products and services to customers or to obtain insurance policies with our insurance carriers as disclosed in our Fiscal 2022 Form 10-K. Further information about our Credit Agreements and CP Program can be found in “Capital Structure and Resources” in this ~~section~~MD&A and Note H: Debt and Credit Arrangements in the Notes.

There can be no assurance that our business will continue to generate cash flows at current or expected levels or that the cost or availability of future borrowings, if any, under our CP Program, ~~our~~ credit facilities, term loan or in the debt markets will not be impacted by any potential future credit or capital markets disruptions. If we are unable to maintain cash balances, generate cash flow from operations or borrow under our CP Program, our credit facilities or term loan sufficient to service our obligations, we may be required to reduce capital expenditures, reduce or 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 affecting the defense, government and other markets we serve and to general economic, political, financial, competitive, legislative and regulatory factors beyond our control.

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes to the critical accounting estimates disclosed in “Critical Accounting Estimates” in Part II: Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations ofin our Fiscal 2022 Form 10-K, except, ~~for,~~ as set forth below.

Goodwill

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

2833

Fiscal 2023 Impairment Tests. Effective December 31, 2022, we adjusted our reporting to better align our businesses and transferred our ADG business (a reporting unit) from our IMS segment to our SAS segment (also a reporting unit). In connection with the realignment, we reduced our reporting units from nine to eight as the ADG reporting unit and all $327 million of associated goodwill was absorbed by our existing SAS reporting unit given the economic similarities of the two reporting units. Immediately before the realignment, we performed a qualitative impairment assessment over our SAS reporting unit and a quantitative impairment assessment over our ADG reporting unit. Immediately after the realignment, we performed a quantitative impairment assessment over the SAS reporting unit. We prepared estimates of the fair value of our pre-realignment ADG reporting unit and post-realignment SAS reporting unit based on a combination of market-based valuation techniques, utilizing quoted market prices, comparable publicly reported transactions and an income-based valuation technique using projected discounted cash flows. These assessments indicated no impairment existed either before or after the realignment.

TDL Acquisition Goodwill. In connection with the January 3, 2023 acquisition of TDL, we recorded ~~$1.014~~$1.117 billion of goodwill in our Broadband reporting unit within our CS segment.

ADG At-Risk Goodwill. As of December 31, 2022, prior to the business realignment, our ADG reporting unit had goodwill of $327 million and approximately 8% clearance. As noted above, ADG and all associated goodwill was absorbed by our existing SAS reporting unit and no impairment existed either before or after the realignment.

See Note B: Acquisitions, Divestitures and ~~Divestitures~~Asset Sales and Note G: Goodwill and Other Intangible Assets in the Notes for additional information.

Business Combinations

We follow the acquisition method of accounting to record identifiable assets acquired, liabilities assumed and noncontrolling interests recognized in connection with acquired businesses at their estimated fair value as of the date of acquisition.

Identifiable intangible assets from business combinations are recognized at their estimated fair values as of the date of acquisition and consist of customer relationships and developed technology. Determination of the estimated fair value of identifiable intangible assets requires judgment. The fair value of intangible assets ~~are~~is estimated using the relief from royalty method for the acquired developed technology and the multi-period excess earnings method for the acquired customer relationships. Both of these fair value methods are income-based valuation approaches, which require judgment to estimate appropriate discount rates, royalty rates related to the developed technology intangible assets, revenue growth attributable to the intangible assets and remaining useful lives. Finite-lived identifiable intangible assets are amortized to expense over their useful lives, generally ranging from two to seventeen years. The fair value of identifiable intangible assets acquired in connection with TDL was ~~$850~~$752 million.

See Note B: Acquisitions, Divestitures and ~~Divestitures~~Asset Sales and Note G: Goodwill and Other Intangible Assets in the Notes for additional information.

Impact of Recently Issued Accounting Pronouncements

See Note A: Basis of Presentation and Summary of Significant Accounting Policies in the Notes for new accounting pronouncements ~~which~~that became effective during fiscal 2023.

2934

FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS

This Report contains forward-looking statements that involve risks and uncertainties, as well as assumptions that may not materialize or prove correct, which could cause our results to differ materially from those expressed in or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements concerning: our plans, strategies and objectives for future operations; new products, systems, technologies, services or developments; future economic conditions, performance or outlook; future political conditions; the outcome of contingencies or litigation; environmental remediation cost estimates; the potential level of share repurchases, dividends or pension contributions; potential acquisitions or divestitures; the integration of our acquisitions; the value of contract awards and programs; expected revenue; expected cash flows or capital expenditures; our beliefs or expectations; activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future; and assumptions underlying any of the foregoing. Forward-looking statements may be identified by their use of forward-looking terminology, such as “believes,” “expects,” “may,” “could,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates,” “projects” and similar words or expressions. You should not place undue reliance on these forward-looking statements, which reflect our management’s opinions only as of the date of filing of this Report and are not guarantees of future performance or actual results. Factors that might cause our results to differ materially from those expressed in or implied by these forward-looking statements, from our current expectations or projections or from our historical results include, but are not limited to, those discussed in Part I: Item 1A. Risk Factors in our Fiscal 2022 Form 10-K and in Part II. Item 1A. Risk Factors of this Report. All forward-looking statements are qualified by, and should be read in conjunction with, those risk factors. Forward-looking statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and are made as of the date of filing of this Report, and we disclaim any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events or developments or otherwise, after the date of filing of this Report or, in the case of any document incorporated by reference, the date of that document.

The following are some of the factors we believe could cause our actual results to differ materially from our historical results or our current expectations or projections. Other factors besides those listed here also could adversely affect us. See Part I: Item 1A. Risk Factors in our Fiscal 2022 Form 10-K and Part II. Item 1A. Risk Factors of this Report for more information regarding factors that might cause our results to differ materially from those expressed in or implied by the forward-looking statements contained in this Report.

•We depend on U.S. Government customers for a significant portion of our revenue, and a reduction in U.S. Government funding or a change in U.S. Government spending priorities could have an adverse impact on our business, financial condition, results of operations, cash flows and equity.

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

•We depend significantly on U.S. Government contracts, which 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 a future breach of the debt ceiling, could have an adverse impact on our business, financial condition, results of operations, cash flows and equity.

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

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

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

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

•Disputes with our subcontractors or key suppliers, or their inability to perform or timely deliver our components, parts or services, could cause our products and/or services to be produced or delivered in an untimely or unsatisfactory manner.

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

3035

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

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

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

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

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

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

•Market conditions or volatility could impact our business, financial condition, results of operations and cash flows.

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

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

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

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

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

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

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

•We are subject to risks relating to the pending acquisition of AJRD, and acquisition of AJRD cannot be guaranteed to close in the expected time frame or at all.

•Challenges arising from the expanded operations from the acquisition of TDL and the pending acquisition of AJRD may affect our future results.

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

•Changes in future business or other market conditions could cause business investments and/or recorded goodwill or other 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.


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, changes in interest rates and market return fluctuations on our defined benefit plans. There were no material changes during the ~~quarter~~two quarters ended ~~March 31,~~June 30, 2023, with respect to the information appearing in Part II: Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Fiscal 2022 Form 10-K.

3136


ITEM 4.			CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and accumulated and communicated to management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), as appropriate to allow timely decisions regarding required disclosures. As required by Rule 13a-15 under the Exchange Act, as of ~~March 31,~~June 30, 2023, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under the supervision and with the participation of our management, including our CEO and our CFO, and have concluded that as of ~~March 31,~~June 30, 2023 our disclosure controls and procedures were effective.

Changes in Internal Control

~~There have been no changes in our~~The TDL acquisition is being integrated into the existing CS segment systems and processes from an internal control over financial reporting (“ICFR”) perspective. Other than with respect to the TDL acquisition, there have been no changes in our ICFR during the quarter ended ~~March 31,~~June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ~~The Tactical Data Links acquisition is being integrated into the existing CS segment systems and processes from an ICFR perspective.~~

3237

PART II. OTHER INFORMATION


ITEM 1.			LEGAL PROCEEDINGS.

See Note P: Legal Proceedings and Contingencies in the Notes for discussion regarding material legal proceedings and contingencies. Except as set forth in such discussion, there have been no material developments in legal proceedings as reported in Part I: Item 3. Legal Proceedings in our Fiscal 2022 Form 10-K.


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 Part I: Item 1A. Risk Factors in our Fiscal 2022 Form 10-K. There have been no material changes to the risk factors disclosed in our Fiscal 2022 Form 10-K. We may disclose changes to our risk factors or disclose additional risk factors from time to time in our future filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently believe not to be material also may adversely impact our business, financial condition, results of operations, cash flows and equity.


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

Issuer Purchases of Equity Securities

The following table sets forth information with respect to repurchases by us of our common stock during the quarter ended ~~March 31,~~June 30, 2023:


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
(December 31, 2022 - January 27, 2023)
(April 1, 2023 - April 28, 2023)								(April 1, 2023 - April 28, 2023)
Repurchase program(1)	Repurchase program(1)	—	$	—	—	$	4,452	Repurchase program(1)	—	$	—	—	$	4,056
Employee transactions(2)	Employee transactions(2)	18,970	$	205.76	—	—		Employee transactions(2)	17,169	$	199.22	—	—
Month No. 2	Month No. 2							Month No. 2
(January 28, 2023 - February 24, 2023)
(April 29, 2023 - May 26, 2023)								(April 29, 2023 - May 26, 2023)
Repurchase program(1)	Repurchase program(1)	936,777	$	212.16	936,777	$	4,254	Repurchase program(1)	548,738	$	186.96	548,738	$	3,953
Employee transactions(2)	Employee transactions(2)	4,082	$	211.79	—	—		Employee transactions(2)	13,944	$	185.97	—	—
Month No. 3	Month No. 3							Month No. 3
(February 25, 2023 - March 31, 2023)
(May 27, 2023 - June 30, 2023)								(May 27, 2023 - June 30, 2023)
Repurchase program(1)	Repurchase program(1)	940,522	$	209.96	940,522	$	4,056	Repurchase program(1)	106,242	$	176.41	106,242	$	3,935
Employee transactions(2)	Employee transactions(2)	168,366	$	209.59	—	—		Employee transactions(2)	43,315	$	185.30	—	—
Total	Total	2,068,717			1,877,299	$	4,056	Total	729,408			654,980	$	3,935

_______________

* Periods represent our fiscal months.

(1) On October 21, 2022, we announced that our Board of Directors approved a $3 billion share repurchase authorization under our share repurchase program that was in addition to the remaining unused authorization of ~~1.5~~$1.5 billion at that time. Our repurchase program does not have an expiration date and authorizes us to repurchase shares of our common stock through open market purchases, private transactions, transactions structured through investment banking institutions or any combination thereof. As of ~~March 31,~~June 30, 2023, the remaining unused authorization under our repurchase programs was ~~$4.1~~$3.9 billion (as reflected in the table above).

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

3338

Sales of Unregistered Equity Securities

During the ~~first~~ quarter ~~of fiscal~~ended June 30, 2023, we did not issue or sell any unregistered equity securities.


ITEM 3.			DEFAULTS UPON SENIOR SECURITIES.

None.


ITEM 4.			MINE SAFETY DISCLOSURES.

Not applicable.


ITEM 5.			OTHER INFORMATION.

~~None.~~Securities Trading Plans of Directors and Executive Officers

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

The following table includes the material terms (other than with respect to the price) of each 10b5-1 Plan adopted or terminated by our executive officers and directors during the quarter ended June 30, 2023:

Name and title

Date of adoption of 10b5-1 Plan(1)

Date of termination of 10b5-1 Plan

Scheduled expiration date of 10b5-1 Plan(2)

Aggregate number of shares of common stock to be purchased or sold(3)

Christopher E. Kubasik Chair and CEO

May 8, 2023

N/A

December 11, 2023

Up to 46,528 shares(3) underlying options expiring in 2025

Edward J. Zoiss President, SAS

February 14, 2023

June 1, 2023

(no sales)

N/A

Up to 34,819 shares, including 17,800 and 12,277 shares underlying options expiring in 2026 and 2027, respectively

June 5, 2023

N/A

December 4, 2023

Up to 34,819 shares, including 17,800 and 12,277 shares underlying options expiring in 2026 and 2027, respectively

_______________

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

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

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


ITEM 6.			EXHIBITS.

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

(2)**Agreement and Plan of Merger, dated as of December 17, 2022, by and among L3Harris Technologies, Inc., Aquila Merger Sub Inc. and Aerojet Rocketdyne Holdings, Inc., incorporated herein by reference to exhibit 2.1 to L3Harris Technologies, Inc.’s Current Report on Form 8-K filed with the SEC on December 19, 2022. (Commission File Number 1-3863)

(1 0.1 )*~~L3Harris Technologies, Inc. Restricted Unit Award Agreement Terms and Conditions (as of February 23, 2023).~~

~~(10.2)~~* ~~L3Harris Technologies, Inc. Performance Unit Award Agreement Terms and Conditions (as of February 23, 2023).~~

~~(10.3)~~* ~~L3Harris Technologies, Inc. Stock Option Award Agreement Terms and Conditions (as of February 23, 2023).~~

(~~10.~~4 )*A ~~mendment Twelve to the L3Harris Retirement Savings Plan (as amended and restated effective January 1, 2021) dated March 1, 2023.~~

~~(10~~.5 )**364-Day Credit Agreement, dated March 10, 2023, by and among L3Harris Technologies, Inc. and the other parties thereto, incorporated herein by reference to Exhibit 10.1 to L3Harris Technologies, Inc.’s Current Report on Form 8-K filed with the SEC on March 16, 2023. (Commission File Number 1-3863)

(1 0.6 )**Form of Commercial Paper Dealer Agreement, dated March 14, 2023, between L3Harris Technologies, Inc. and the Dealer party thereto , incorporated herein by reference to Exhibit 10.2 to L3Harris Technologies, Inc.’s Current Report on Form 8-K filed with the SEC on March 16, 2023. (Commission File Number 1-3863)

(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 ~~March 31,~~June 30, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Statement of Operations, (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.

** Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. L3Harris Technologies, Inc. hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

3540

SIGNATURES

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

L3HARRIS TECHNOLOGIES, INC.

(Registrant)

Date: ~~April 28,~~July 26, 2023

By:

/s/ MICHELLE L. TURNER

Michelle L. Turner

Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)

3641


	(In millions)

Remainder of 2023	$	652
2024	608
2025	552
2026	493
2027	459
Thereafter	2,100
Total	$	4,864