hrs-20240628

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 June 28, 2024


☐			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 July 19, 2024 was 189,705,190.

L3HARRIS TECHNOLOGIES, INC.

FORM 10-Q

For the Quarter Ended June 28, 2024

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 June 28, 2024 and June 30, 2023			2
Condensed Consolidated Statement of Comprehensive Income for the Quarter and Two Quarters Ended June 28, 2024 and June 30, 2023			3
Condensed Consolidated Statement of Cash Flows for the Two Quarters Ended June 28, 2024 and June 30, 2023			4
Condensed Consolidated Balance Sheet at June 28, 2024 and December 29, 2023			5
Condensed Consolidated Statement of Equity for the Quarter and Two Quarters Ended June 28, 2024 and June 30, 2023			6
Notes to Condensed Consolidated Financial Statements			8
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)			24
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			25
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			37
ITEM 4. Controls and Procedures			38

Part II. Other Information:
ITEM 1. Legal Proceedings			39
ITEM 1A. Risk Factors			39
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			40
ITEM 3. Defaults Upon Senior Securities			40
ITEM 4. Mine Safety Disclosures			40

ITEM 5. Other Information			40
ITEM 6. Exhibits			41

Signatures			42

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				Two Quarters Ended
(In millions, except per share amounts)	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023




Revenue	$	5,299	$	4,693	$	10,510	$	9,164



Cost of revenue	(3,939)		(3,506)		(7,802)		(6,811)
General and administrative expenses	(884)		(787)		(1,854)		(1,560)

Operating income	476		400		854		793
Non-service FAS pension income and other, net(1)	86		83		174		165
Interest expense, net	(172)		(111)		(348)		(213)
Income before income taxes	390		372		680		745
Income taxes	(23)		(21)		(28)		(55)


Net income	367		351		652		690
Noncontrolling interests, net of income taxes	(1)		(2)		(3)		(4)
Net income attributable to L3Harris Technologies, Inc.	$	366	$	349	$	649	$	686






Net income per common share attributable to L3Harris Technologies, Inc. common shareholders
Basic	$	1.93	$	1.84	$	3.42	$	3.61
Diluted	$	1.92	$	1.83	$	3.40	$	3.60

Basic weighted-average common shares outstanding	189.7		189.2		189.8		189.7
Diluted weighted-average common shares outstanding	190.6		190.1		190.8		190.7

_______________

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

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

_____________________________________________________________________

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)


	Quarter Ended				Two Quarters Ended
(In millions)	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023

Net income	$	367	$	351	$	652	$	690
Other comprehensive income (loss):
Foreign currency translation income (loss), net of income taxes	5		28		(21)		35
Net unrealized income (loss) on hedging derivatives, net of income taxes	—		4		(3)		9
Net unrecognized gains on postretirement obligations, net of income taxes	3		—		3		—
Other comprehensive income (loss) recognized during the period	8		32		(21)		44
Reclassification adjustments for gains included in net income	(8)		(7)		(15)		(19)
Other comprehensive income (loss), net of income taxes	—		25		(36)		25
Total comprehensive income	367		376		616		715
Comprehensive income attributable to noncontrolling interest	(1)		(2)		(3)		(4)
Total comprehensive income attributable to L3Harris Technologies, Inc.	$	366	$	374	$	613	$	711

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

_____________________________________________________________________

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)


	Two Quarters Ended
(In millions)	June 28, 2024		June 30, 2023

Operating Activities
Net income	$	652	$	690
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	639		506
Share-based compensation	53		45
Share-based matching contributions under defined contribution plans	142		121
Pension and other postretirement benefit plan income	(143)		(141)


Deferred income taxes	(247)		(243)
(Increase) decrease in:
Receivables, net	(25)		(105)
Contract assets	(165)		(159)
Inventories	6		(99)
Other current assets	(26)		(67)
Increase (decrease) in:
Accounts payable	(200)		23
Contract liabilities	(138)		220
Compensation and benefits	(101)		(10)
Other accrued items	85		(3)
Income taxes	211		10
Other operating activities	(93)		(24)
Net cash provided by operating activities	650		764
Investing Activities
Net cash paid for acquired businesses	—		(1,973)
Additions to property, plant and equipment	(212)		(164)

Proceeds from sales of asset groups and businesses, net	158		71

Other investing activities	(4)		(8)
Net cash used in investing activities	(58)		(2,074)
Financing Activities
Proceeds from borrowings, net of issuance cost	2,241		2,249
Repayments of borrowings	(2,607)		(1,060)
Change in commercial paper, maturities under 90 days, net	497		524
Proceeds from commercial paper, maturities over 90 days	688		55
Repayments of commercial paper, maturities over 90 days	(685)		—



Repurchases of common stock	(322)		(518)
Dividends paid	(445)		(436)

Other financing activities	33		(20)
Net cash (used in) provided by financing activities	(600)		794
Effect of exchange rate changes on cash and cash equivalents	(5)		2
Net decrease in cash and cash equivalents	(13)		(514)
Cash and cash equivalents, beginning of period	560		880
Cash and cash equivalents, end of period	$	547	$	366

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

_____________________________________________________________________

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)


(In millions, except shares)	June 28, 2024		December 29, 2023

Assets
Current assets
Cash and cash equivalents	$	547	$	560
Receivables, net of allowances for collection losses of $19 and $15, respectively	1,230		1,230
Contract assets	3,209		3,196
Inventories	1,432		1,472

Other current assets	502		491
Assets of business held for sale	1,127		1,106
Total current assets	8,047		8,055
Non-current assets
Property, plant and equipment, net	2,800		2,862
Goodwill	20,367		19,979
Other intangible assets, net	8,080		8,540
Deferred income taxes	134		91
Other non-current assets	2,229		2,160

Total assets	$	41,657	$	41,687

Liabilities and equity
Current liabilities
Short-term debt	$	2,102	$	1,602
Current portion of long-term debt, net	617		363
Accounts payable	1,896		2,106
Contract liabilities	1,889		1,900
Compensation and benefits	445		544
Other accrued items	1,515		1,129
Income taxes payable	274		88
Liabilities of business held for sale	243		272
Total current liabilities	8,981		8,004
Non-current liabilities
Long-term debt, net	10,533		11,160
Deferred income taxes	443		815
Other long-term liabilities	2,796		2,879
Total liabilities	22,753		22,858
Equity
Shareholders’ Equity:

Common stock, $1.00 par value; 500,000,000 shares authorized; issued and outstanding 189,779,216 and 189,808,581 shares at June 28, 2024 and December 29, 2023, respectively	190		190
Paid-in capital	15,516		15,553
Retained earnings	3,368		3,220
Accumulated other comprehensive loss	(234)		(198)
Total shareholders’ equity	18,840		18,765
Noncontrolling interests	64		64
Total equity	18,904		18,829
Total liabilities and equity	$	41,657	$	41,687

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)	Common Stock		Other Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Non-controlling Interests		Total Equity

Balance at March 29, 2024	$	189	$	15,472	$	3,239	$	(234)	$	64	$	18,730
Net income	—		—		366		—		1		367

Shares issued under stock incentive plans	1		27		—		—		—		28
Shares issued under defined contribution plans	1		71		—		—		—		72
Share-based compensation expense	—		27		—		—		—		27
Tax withholding payments on share-based awards	—		(7)		—		—		—		(7)
Repurchases and retirement of common stock	(1)		(73)		(15)		—		—		(89)
Cash dividends ($1.16 per share)	—		—		(221)		—		—		(221)
Other	—		(1)		(1)		—		(1)		(3)
Balance at June 28, 2024	$	190	$	15,516	$	3,368	$	(234)	$	64	$	18,904

Balance as of March 31, 2023	$	189	$	15,407	$	2,998	$	(288)	$	102	$	18,408
Net income	—		—		349		—		2		351
Other comprehensive income, net of income taxes	—		—		—		25		—		25
Shares issued under stock incentive plans	—		2		—		—		—		2
Shares issued under defined contribution plans	1		63		—		—		—		64
Share-based compensation expense	—		22		—		—		—		22
Tax withholding payments on share-based awards	—		(2)		—		—		—		(2)
Repurchases and retirement of common stock	(1)		(101)		(20)		—		—		(122)
Cash dividends ($1.14 per share)	—		—		(216)		—		—		(216)
Other	—		—		—		—		(1)		(1)
Balance as of June 30, 2023	$	189	$	15,391	$	3,111	$	(263)	$	103	$	18,531

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)	Common Stock		Other Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Non-controlling Interests		Total Equity

Balance at December 29, 2023	$	190	$	15,553	$	3,220	$	(198)	$	64	$	18,829
Net income	—		—		649		—		3		652
Other comprehensive loss, net of income taxes	—		—		—		(36)		—		(36)
Shares issued under stock incentive plans	1		62		—		—		—		63
Shares issued under defined contribution plans	1		141		—		—		—		142
Share-based compensation expense	—		53		—		—		—		53
Tax withholding payments on share-based awards	—		(27)		—		—		—		(27)
Repurchases and retirement of common stock	(2)		(265)		(55)		—		—		(322)
Cash dividends ($2.32 per share)	—		—		(445)		—		—		(445)
Other	—		(1)		(1)		—		(3)		(5)
Balance at June 28, 2024	$	190	$	15,516	$	3,368	$	(234)	$	64	$	18,904

Balance as of 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 as of June 30, 2023	$	189	$	15,391	$	3,111	$	(263)	$	103	$	18,531

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 to 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, these 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 29, 2023 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 our Annual Report on Form 10-K for the fiscal year ended December 29, 2023 (our “Fiscal 2023 Form 10-K”).

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.

Recently Issued Accounting Pronouncements

Information on recently issued accounting pronouncements can be found in our Form 10-Q f or the q uarter e nded March 29, 2024.

NOTE B: EARNINGS PER SHARE (“EPS”)

EPS is net income attributable to L3Harris common shareholders divided by either our weighted average number of basic or diluted shares outstanding. Potential dilutive common shares primarily consist of employee stock options and restricted and performance unit awards.

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


	Quarter Ended		Two Quarters Ended
(In millions)	June 28, 2024	June 30, 2023	June 28, 2024	June 30, 2023

Basic weighted-average common shares outstanding	189.7	189.2	189.8	189.7
Impact of dilutive share-based awards	0.9	0.9	1.0	1.0
Diluted weighted-average common shares outstanding	190.6	190.1	190.8	190.7

_____________________________________________________________________

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Diluted EPS excludes the antidilutive impact of 0.9 million and 1.7 million weighted-average share-based awards outstanding for the quarter and two quarters ended June 28, 2024, respectively, and 0.8 million and 2.0 million weighted-average share-based awards outstanding for the quarter and two quarters ended June 30, 2023, respectively.

NOTE C: CONTRACT ASSETS AND CONTRACT LIABILITIES

Contract assets mainly represent 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. Contract assets become receivables as we bill customers as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries and, in certain arrangements, the customer may withhold payment of a 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)	June 28, 2024		December 29, 2023

Contract assets	$	3,209	$	3,196
Contract liabilities, current	(1,889)		(1,900)
Contract liabilities, non-current(1)	(83)		(94)
Net contract assets	$	1,237	$	1,202

_______________

(1)The non-current portion of contract liabilities is included as a component of the “Other long-term liabilities” line item in our Condensed Consolidated Balance Sheet.

There were no significant credit or impairment losses related to our contract assets during the quarter and two quarters ended June 28, 2024 or the quarter and two quarters ended June 30, 2023. Revenue recognized related to contract liabilities that were outstanding at the end of the respective prior fiscal year were $353 million and $1,048 million for the quarter and two quarters ended June 28, 2024, respectively, and $295 million and $898 million for the quarter and two quarters ended June 30, 2023, respectively.

NOTE D: INVENTORIES

Inventories are summarized below:


(In millions)	June 28, 2024		December 29, 2023

Finished products	$	288	$	217
Work in process	383		427
Materials and supplies	761		828
Inventories	$	1,432	$	1,472

_____________________________________________________________________

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE E: GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

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


(In millions)	SAS		IMS		CS		AR		Total

Balance at December 29, 2023	$	6,110	$	6,564	$	4,940	$	2,365	$	19,979

Goodwill from AJRD acquisition(1)	—		—		—		496		496
Impairment of goodwill	(14)		—		—		—		(14)
Goodwill decrease from divestitures	(79)		—		—		—		(79)
Currency translation adjustments	(4)		(10)		(1)		—		(15)
Balance at June 28, 2024	$	6,013	$	6,554	$	4,939	$	2,861	$	20,367

_______________

(1)Represents the effect of measurement period adjustments associated with the acquisition of Aerojet Rocketdyne Holdings, Inc. (“AJRD”) during the two quarters ended June 28, 2024. See Note O: Acquisitions and Divestitures in these Notes for further information.

At June 28, 2024 and December 29, 2023, accumulated goodwill impairment losses totaled $80 million, $1,126 million and $355 million at our Space & Airborne Systems (“SAS”), Integrated Mission Systems (“IMS”) and Communication System (“CS”) segments, respectively. There are no accumulated impairments for our Aerojet Rocketdyne (“AR”) segment.

Reallocation of Goodwill in Business Realignment. Effective in fiscal 2024, to better align our businesses, we adjusted our IMS segment by realigning our Electro Optical (“EO”) and Maritime sectors, which are also reporting units, splitting EO into two sectors, Global Optical Systems (“GOS”) and Defense Electronics (“DE”), and moving one EO business to the Maritime sector. GOS and DE represent one reporting unit. Immediately before and after the realignment, we performed a quantitative impairment assessment under our former and new reporting unit structure. These assessments indicated no impairment existed either before or after the realignment.

Allocation of Goodwill in Divestiture. As described in more detail in Note O: Acquisitions and Divestitures, during the quarter ended June 28, 2024, we completed the divestiture of our antenna and related business (“Antenna Disposal Group”). As the Antenna Disposal Group represents the disposal of a portion of the SAS reporting unit, which is also the SAS segment, we assigned $93 million of goodwill to the Antenna Disposal Group on a relative fair value basis during the quarter ended June 28, 2024. We performed a quantitative impairment assessment on goodwill assigned to the Antenna Disposal Group and a qualitative impairment assessment on the goodwill assigned to the retained businesses of the reporting unit. As a result of these tests, we determined that the fair value of the Antenna Disposal Group was below its carrying value and accordingly recorded a non-cash charge for impairment of $14 million included in the “General and administrative expenses” line item in our Condensed Consolidated Statement of Operations for the quarter and two quarters ended June 28, 2024.

Other Intangible Assets

Other identifiable intangible assets, net are summarized below:


	June 28, 2024						December 29, 2023
(In millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

Customer relationships	$	8,843	$	(3,095)	$	5,748	$	8,892	$	(2,733)	$	6,159
Developed technologies	851		(450)		401		856		(413)		443
Trade names — divisions	185		(57)		128		185		(50)		135
Other, including contract backlog	2		(2)		—		4		(4)		—
Total finite-lived identifiable intangible assets	9,881		(3,604)		6,277		9,937		(3,200)		6,737

Trade names — corporate	1,803		—		1,803		1,803		—		1,803
Total identifiable intangible assets, net	$	11,684	$	(3,604)	$	8,080	$	11,740	$	(3,200)	$	8,540

For further description of our accounting policies related to intangible assets acquired in the AJRD acquisition, see Note O: Acquisitions and Divestitures in these Notes, and for our accounting policies related to all other intangible assets, see Note 6: Goodwill and Intangible Assets in our Fiscal 2023 Form 10-K.

_____________________________________________________________________

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Amortization expense for identifiable finite-lived intangible assets was $215 million and $432 million for the quarter and two quarters ended June 28, 2024, respectively, and $173 million and $338 million for the quarter and two quarters ended June 30, 2023, respectively.

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


	(In millions)

Next 12 months	$	826
Months 13-24	758
Months 25-36	590
Months 37-48	552
Months 49-60	451
Thereafter	3,100
Total	$	6,277

NOTE F: INCOME TAXES

Our effective tax rate (“ETR”) was 5.9% and 4.1% for the quarter and two quarters ended June 28, 2024, respectively, and 5.6% and 7.4% for the quarter and two quarters ended June 30, 2023, respectively. The ETR for all periods benefited from research and development (“R&D”) credits, tax deductions for foreign derived intangible income (“FDII”), the resolution of specific audit uncertainties and excess tax benefits related to share-based compensation.

_____________________________________________________________________

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE G: DEBT AND CREDIT ARRANGEMENTS

Long-Term Debt

Long-term debt, net is summarized below:


(In millions)	June 28, 2024		December 29, 2023

Variable-rate debt:

Term loan, due November 21, 2025 (“Term Loan 2025”)	$	—	$	2,250

Fixed-rate debt:

3.95% notes, due May 28, 2024 (“3.95% 2024 Notes”)	—		350
3.832% notes, due April 27, 2025	600		600
7.00% debentures, due January 15, 2026	100		100
3.85% notes, due December 15, 2026	550		550
5.40% notes, due January 15, 2027 (“5.4% 2027 Notes”)	1,250		1,250
6.35% debentures, due February 1, 2028	26		26
4.40% notes, due June 15, 2028	1,850		1,850
5.05% notes, due June 1, 2029 (“5.05% 2029 Notes”)	750		—
2.90% notes, due December 15, 2029	400		400
1.80% notes, due January 15, 2031	650		650
5.25% notes, due June 1, 2031 (“5.25% 2031 Notes”)	750		—
5.40% notes, due July 31, 2033 (“5.4% 2033 Notes”)	1,500		1,500
5.35% notes, due June 1, 2034 (“5.35% 2034 Notes”)	750		—
4.854% notes, due April 27, 2035	400		400
6.15% notes, due December 15, 2040	300		300
5.054% notes, due April 27, 2045	500		500
5.60% notes, due July 31, 2053 (“5.6% 2053 Notes”)	500		500
Total variable and fixed-rate debt	10,876		11,226
Financing lease obligations and other debt	301		300
Long-term debt, including the current portion of long-term debt	11,177		11,526
Plus: unamortized bond premium	44		51
Less: unamortized discounts and issuance costs	(71)		(54)
Long-term debt, including the current portion of long-term debt, net	11,150		11,523
Less: current portion of long-term debt, net	(617)		(363)
Total long-term debt, net	$	10,533	$	11,160

Long-Term Debt Issued

Fixed-Rate Debt. On March 13, 2024, we closed the issuance and sale of $2.25 billion aggregate principal amount of new long-term fixed-rate debt consisting of the 5.05% 2029 Notes, the 5.25% 2031 Notes, and the 5.35% 2034 Notes (collectively, the “2024 Notes”). The 2024 Notes were used to repay Term Loan 2025, including related fees and expenses, which had an outstanding balance of $2.25 billion at December 29, 2023.

Interest on the 2024 Notes is payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2024.

_____________________________________________________________________

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

We may redeem the 5.05% 2029 Notes, 5.25% 2031 Notes and 5.35% 2034 Notes prior to May 1, 2029, April 1, 2031 and March 1, 2034, respectively, in whole or in part, at our option, at a redemption price equal to the greater of: (i) the sum of the present values of the remaining scheduled payments of the principal and interest thereon discounted to the redemption date on a semi-annual basis at the “Treasury Rate,” as defined in the 2024 Notes, plus 15 basis points for the 5.05% 2029 Notes and 20 basis points for the 5.25% 2031 Notes and 5.35% 2034 Notes, less interest accrued to the date of redemption; or (ii) 100% of the principal amount of the respective notes plus, in either case, accrued interest and unpaid interest thereon to the redemption date. On or after May 1, 2029, April 1, 2031 and March 1, 2034, we may redeem the 5.05% 2029 Notes, 5.25% 2031 Notes, and 5.35% 2034 Notes respectively, at a redemption price equal to 100% of the principal amount being redeemed plus accrued and unpaid interest thereon to the redemption date.

We incurred a combined total of $20 million of debt issuance costs for the 2024 Notes, which are being amortized over the life of each respective note. Such amortization is included as a component of the “Interest expense, net” line item in our Condensed Consolidated Statement of Operations.

Long-Term Debt Repayments

On March 14, 2024, we repaid the entire outstanding $2.25 billion drawn on Term Loan 2025, which at time of repayment had a variable interest rate of 6.7%, with proceeds from the issuance of the 2024 Notes, which bear fixed interest rates between 5.05% and 5.35%. Additionally, during the quarter ended June 28, 2024, we repaid the $350 million aggregate principal amount of our 3.95% 2024 Notes.

Credit Agreements

On January 26, 2024, we established a new $1.5 billion, 364-day senior unsecured revolving credit facility (“2024 Credit Facility”) by entering into a 364-day credit agreement maturing no later than January 24, 2025 (“2024 Credit Agreement”) with a syndicate of lenders. We may extend the maturity of any loans outstanding under the 2024 Credit Agreement by one year, subject to the satisfaction of certain conditions. The 2024 Credit Agreement replaces the prior $2.4 billion 364-Day Credit Agreement (“2023 Credit Agreement”).

At our election, borrowings under the 2024 Credit Agreement, which are designated in U.S. Dollars, bear interest at the sum of the term secured overnight financing rate or the Base Rate (as defined in the 2024 Credit Agreement), plus an applicable margin that varies based on the ratings of our senior unsecured long-term debt securities (“Senior Debt Ratings”). In addition to interest payable on the principal amount of indebtedness outstanding, we are required to pay a quarterly unused commitment fee that varies based on our Senior Debt Ratings.

The 2024 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”) which established a $2.0 billion, five-year senior unsecured revolving credit facility. For a description of the 2022 Credit Agreement and related covenants, see Note 8: Debt and Credit Arrangements in our Fiscal 2023 Form 10-K.

At June 28, 2024, we had no outstanding borrowings under either our 2024 Credit Agreement or our 2022 Credit Agreement, had available borrowing capacity of $1.4 billion, net of outstanding commercial paper program (“CP Program”) borrowings and were in compliance with all covenants under both aforementioned credit agreements.

See Note 8: Debt and Credit Arrangements in our Fiscal 2023 Form 10-K for additional information regarding our 2022 Credit Agreement and our 2023 Credit Agreement.

Commercial Paper Program

On January 26, 2024, we lowered the maximum amount available under our CP Program to $3.0 billion from $3.9 billion in accordance with the terms of the CP Program. The CP Program is supported by amounts available under the 2022 Credit Agreement and the 2024 Credit Agreement.

The commercial paper notes are sold at par less a discount representing an interest factor or, if interest bearing, at par, and the maturities vary but may not exceed 397 days from the date of issue. The commercial paper notes will rank at least pari passu with all other unsecured and unsubordinated indebtedness.

At June 28, 2024 and December 29, 2023, we had $2.1 billion and $1.6 billion in outstanding notes under our CP Program, respectively, which is included as a component of the “Short-term debt” line item in our Condensed Consolidated Balance Sheet. The outstanding notes under our CP Program had a weighted-average interest rate of 5.79% and 5.95% at June 28, 2024 and December 29, 2023, respectively.

_____________________________________________________________________

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE H: RETIREMENT BENEFITS

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 benefit (“OPEB”) plans:


	Quarter Ended June 28, 2024				Quarter Ended June 30, 2023
(In millions)	Pension		Other Benefits		Pension		Other Benefits

Net periodic benefit income
Operating
Service cost	$	9	$	1	$	6	$	1
Non-operating
Interest cost	98		2		91		2
Expected return on plan assets	(165)		(5)		(152)		(5)
Amortization of net actuarial gain	(1)		(5)		(3)		(5)
Amortization of prior service (credit) cost	(6)		1		(6)		1

Non-service cost periodic benefit income	(74)		(7)		(70)		(7)
Net periodic benefit income	$	(65)	$	(6)	$	(64)	$	(6)

	Two Quarters Ended June 28, 2024				Two Quarters Ended June 30, 2023
(In millions)	Pension		Other Benefits		Pension		Other Benefits

Net periodic benefit income
Operating
Service cost	$	17	$	1	$	12	$	1
Non-operating
Interest cost	197		5		183		5
Expected return on plan assets	(330)		(10)		(305)		(10)
Amortization of net actuarial gain	(2)		(9)		(5)		(10)
Amortization of prior service (credit) cost	(13)		1		(13)		1

Non-service cost periodic benefit income	(148)		(13)		(140)		(14)
Net periodic benefit income	$	(131)	$	(12)	$	(128)	$	(13)

The service cost component of net periodic benefit income is included in the “Cost of revenue” and “General 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-service FAS pension income and other, net” line item in our Condensed Consolidated Statement of Operations.

NOTE I: STOCK OPTIONS AND OTHER SHARE-BASED COMPENSATION

At June 28, 2024, we had stock options and other share-based compensation awards outstanding under three shareholder-approved employee stock incentive plans, including our 2024 Equity Incentive Plan, which was approved by our shareholders during the quarter ended June 28, 2024, as well as under employee stock incentive plans assumed by L3Harris (collectively, the “L3Harris SIPs”). Total share-based compensation expense was $27 million and $53 million for the quarter and two quarters ended June 28, 2024, respectively, and $22 million and $45 million for the quarter and two quarters ended June 30, 2023, 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 or unit during the two quarters ended June 28, 2024 and June 30, 2023 were as follows:


	Two Quarters Ended June 28, 2024			Two Quarters Ended June 30, 2023
(In millions, except per share/units amounts)	Shares or Units	Weighted-Average Grant-Date Fair Value Per Share or Unit		Shares or Units	Weighted-Average Grant-Date Fair Value Per Share or Unit

Stock option shares granted(1)	0.4	$	50.99	0.4	$	54.81
Restricted stock units granted(2)	0.1	$	212.80	0.2	$	209.13
Performance share units granted(3)	0.2	$	230.09	0.2	$	223.09

_______________

(1)Other than certain stock options granted in connection with new hires, our stock options generally 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 units generally cliff vest after three-years.

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

The aggregate number of shares of our common stock issued under L3Harris SIPs, net of shares withheld for tax purposes, was 0.3 million and 0.8 million for the quarter and two quarters ended June 28, 2024, respectively, and was 0.1 million and 0.4 million for the quarter and two quarters ended June 30, 2023, respectively.

See Note 10: Stock Options and Other Share-Based Compensation in our Fiscal 2023 Form 10-K for additional information regarding the L3Harris SIPs.

NOTE J: ACCUMULATED OTHER COMPREHENSIVE LOSS (“AOCL”)

At June 28, 2024 and December 29, 2023, AOCL was $234 million and $198 million, respectively. Changes in AOCL, net of tax, consisted of $21 million of other comprehensive loss before reclassifications, primarily from currency translation losses, and $15 million of net gains reclassified to earnings, primarily associated with amortization of unrecognized postretirement benefit plan obligations.

At June 30, 2023 and December 30, 2022, AOCL was $263 million and $288 million, respectively. Changes in AOCL, net of tax, consisted of $44 million of other comprehensive income before reclassifications, primarily from currency translation gains, net of $19 million of net gains reclassified to earnings, primarily associated with amortization of unrecognized postretirement benefit plan obligations.

See Note H: Retirement Benefits in these Notes and Note 9: Retirement Benefits in our Fiscal 2023 Form 10-K for additional information regarding our postretirement benefit plans.

NOTE K: FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received 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.

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.

_____________________________________________________________________

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents assets and liabilities measured at fair value on a recurring basis (at least annually) at June 28, 2024 and December 29, 2023:


	June 28, 2024				December 29, 2023
(In millions)	Total		Level 1		Total		Level 1

Assets
Deferred compensation plan assets:(1)
Equity and fixed income securities	$	114	$	114	$	106	$	106
Investments measured at NAV:
Corporate-owned life insurance	39				37
Total fair value of deferred compensation plan assets	$	153			$	143

Liabilities
Deferred compensation plan liabilities:(2)
Equity securities and mutual funds	$	10	$	10	$	18	$	18
Investments measured at NAV:
Common/collective trusts and guaranteed investment contracts	306				274
Total fair value of deferred compensation plan liabilities	$	316			$	292

_______________

(1)Represents diversified assets held in “rabbi trusts” primarily 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.

(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.

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:


	June 28, 2024				December 29, 2023
(In millions)	Carrying Amount		Fair Value		Carrying Amount		Fair Value

Term Loan 2025(1)	$	—	$	—	$	2,250	$	2,250
All other long-term debt, net (including current portion)(2)	11,150		10,853		9,273		9,199
Long-term debt, including the current portion of long-term debt, net	$	11,150	$	10,853	$	11,523	$	11,449

_______________

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

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

The fair value of our short-term debt approximates the carrying value due to its short-term nature. If measured at fair value, the commercial paper would be classified as level 2 and other short-term debt would be classified as level 3 within the fair value hierarchy. See Note G: Debt and Credit Arrangements in these Notes and Note 8: Debt and Credit Arrangements in our Fiscal 2023 Form 10-K for further information regarding our long-term debt and CP Program.

See Note E: Goodwill and Other Intangible Assets and Note O: Acquisitions and Divestitures in these Notes and Note 13: Acquisitions, Divestitures and Asset Sales in our Fiscal 2023 Form 10-K for additional information regarding fair value measurements associated with acquisitions, divestitures and goodwill.

_____________________________________________________________________

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE L: 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 associated 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. 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 in our Fiscal 2023 Form 10-K.

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


	Quarter Ended				Two Quarters Ended
(In millions, except per share amounts)	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023

Net EAC adjustments, before income taxes	$	—	$	(31)	$	19	$	(87)
Net EAC adjustments, net of income taxes	—		(23)		15		(65)
Net EAC adjustments, net of income taxes, per diluted share	—		(0.12)		0.08		(0.34)

Revenue recognized from performance obligations satisfied in prior periods was $34 million and $87 million for the quarter and two quarters ended June 28, 2024, respectively, and $33 million and $69 million for the quarter and two quarters ended June 30, 2023, respectively.

NOTE M: 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 June 28, 2024, our ending backlog was $31.7 billion. We expect to recognize approximately 45% of the revenue associated with this backlog over the next twelve months and an additional 30% over the following twelve months, with the remainder to be recognized thereafter.

NOTE N: RESTRUCTURING AND OTHER EXIT COSTS

From time to time, we record charges for restructuring and other exit activities related to changes in management structure and fundamental reorganizations that affect the nature and focus of operations, such as our LHX NeXt initiative, described below. Such charges may include severance benefits and costs to consolidate facilities or relocate employees. We record these charges at their fair value when incurred. In cases where employees are required to render service until they are terminated in order to receive the termination benefits and will be retained beyond the minimum retention period, we record the expense ratably over the future service period.

LHX NeXt Initiative. LHX NeXt is our initiative to reduce cost and transform our systems and processes to increase agility and competitiveness, as discussed in more detail under the “Operating Environment, Strategic Priorities and Key Performance Measures” section in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2023 Form 10-K.

_____________________________________________________________________

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Changes to our liabilities for restructuring and other exit costs during the two quarters ended June 28, 2024 were as follows:


(In millions)	Employee Severance Related Costs

Balance at December 29, 2023(1)	$	4
Additional provisions(2)	65
Payments	(60)

Total changes	5
Balance at June 28, 2024(1)	$	9

_______________

(1)Our liabilities, which we expect will be paid in the next twelve months, are included in the “Compensation and benefits” line item in our Condensed Consolidated Balance Sheet.

(2)Included as a component of the “General and administrative expenses” line item in our Condensed Consolidated Statement of Operations.

NOTE O: ACQUISITIONS AND DIVESTITURES

Acquisition of AJRD

On July 28, 2023, we acquired AJRD, a technology-based engineering and manufacturing company that develops and produces missile solutions and technologies for strategic defense, missile defense, and hypersonic and tactical systems, as well as space propulsion and power systems for national security space and exploration missions. The acquisition provides us access to a new market. We acquired 100% of AJRD for a total net purchase price of $4,715 million. The acquisition was financed through the issuance and sale of $3.25 billion aggregate principal amount of new long-term fixed-rate debt consisting of the 5.4% 2027 Notes, the 5.4% 2033 Notes and the 5.6% 2053 Notes (collectively, the “AJRD Notes”) and a draw down under the 2023 Credit Agreement. See Note 8: Debt and Credit Arrangements in our Fiscal 2023 Form 10-K for further information regarding the financing of the AJRD acquisition.

Net assets and results of operations of AJRD are reflected in our financial results commencing on July 28, 2023, the acquisition date, and are reported in our AR segment, which is also the AR reporting unit, except for certain assets and liabilities recorded at corporate headquarters.

We accounted for the acquisition of AJRD using the acquisition method of accounting, which required us to measure identifiable assets acquired and liabilities assumed in the acquiree at their fair values as of the acquisition date, with the excess of the consideration transferred over those fair values recorded as goodwill. Our preliminary fair value estimates and assumptions are subject to change as we obtain additional information over the measurement period and our measurement of certain assets and contingencies, such as intangible assets, property, plant and equipment, real estate held for development and leasing, loss contracts, environmental matters and related deferred tax impacts remain preliminary for completion of the related valuations.

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


(In millions)	July 28, 2023

Cash consideration paid for AJRD outstanding common stock & equity awards	$	4,748
AJRD debt settled by L3Harris	257
Cash consideration paid	5,005
Less cash acquired	(290)
Fair value of consideration transferred	$	4,715

_____________________________________________________________________

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:


	July 28, 2023
(In millions)	Preliminary		Measurement Period Adjustments, Net(1)		Preliminary Adjusted

Receivables	$	156	$	—	$	156
Contract assets	338		(141)		197
Inventories	14		—		14

Other current assets	117		22		139
Property, plant and equipment	574		10		584
Goodwill	2,348		513		2,861
Other intangible assets	2,860		—		2,860
Other non-current assets	609		66		675
Total assets acquired	$	7,016	$	470	$	7,486

Current portion of long-term debt, net	$	1	$	—	$	1
Accounts payable	145		—		145
Contract liabilities	310		152		462
Compensation and benefits	116		1		117
Income taxes payable	6		(3)		3
Other accrued items	278		335		613
Long-term debt, net	41		—		41
Deferred income taxes	398		(41)		357
Other long-term liabilities	1,006		26		1,032
Total liabilities assumed	$	2,301	$	470	$	2,771

Fair value of consideration transferred	$	4,715	$	—	$	4,715

_______________

(1)Fair value adjustments during the measurement period primarily related to EAC updates for circumstances existing at the acquisition date, including updates to the forward loss provision and off-market customer contract reserve described below, refinements to the fair value of fixed assets, as well as corresponding adjustments to the deferred tax liability account which was partially offset by the release of a portion of the uncertain tax position previously recorded by AJRD.

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 estimates. Our accounting for the acquisition of AJRD remains preliminary. Amounts recorded associated with these assets and liabilities are based on calculations and estimates. Our estimates and assumptions are subject to change as we obtain additional information during the measurement period (up to one year from the acquisition date). Any potential adjustments made could be material in relation to the values presented above.

_____________________________________________________________________

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Intangible Assets. All finite-lived intangible assets identified in the AJRD acquisition are subject to amortization. The preliminary fair value and weighted-average amortization period of identifiable intangible assets acquired as of the acquisition date are as follows:


	Total		Useful Lives
	(In millions)		(In Years)


Customer relationships:
Backlog	$	355	3
Government programs	2,385		15 - 20
Total customer relationships	2,740
Trade names	120		15
Total identifiable intangible assets acquired	$	2,860

The fair value of intangible assets is estimated using the relief from royalty method for the acquired trade names and the multi-period excess earnings method for the acquired customer relationships. Both of these level 3 fair value methods are income-based valuation approaches, which require judgment to estimate appropriate discount rates, royalty rates related to the trade names intangible assets, revenue growth attributable to the intangible assets and remaining useful lives.

Forward Loss Provision. We have recorded a preliminary forward loss provision of $357 million which was included in the “Other accrued items” line item in our Condensed Consolidated Balance Sheet. Since the completion of the acquisition of AJRD, we have undertaken significant operational efforts to further understand the root cause of identified preexisting manufacturing and supply chain challenges resulting in delivery delays, primarily related to certain Missile Solutions programs. We have identified operational activities necessary to remedy these challenges and inefficiencies and the incremental costs required as compared to its initial estimates and actual costs incurred. The incremental forward loss provisions relate to the increased cost estimates of labor and material to remedy the underlying preexisting technical and supply chain challenges. These cost increases impacted both cost-plus and fixed-price contracts in proportions that are consistent with the ratio of the overall AJRD revenue by contract type. The forward loss provisions will be recognized as a reduction to cost of sales as we incur actual costs associated with these estimates in to satisfying the associated performance obligations. There will be no net impact on our Condensed Consolidated Statement of Operations. We recognized $47 million and $61 million of amortization related to the forward loss provision in the quarter and two quarters ended June 28, 2024, respectively.

Off-market Customer Contracts. We have identified certain customer contractual obligations as of the acquisition date with economic returns that are higher or lower than could be realized in market transactions and have recorded assets or liabilities for the 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 $194 million, consisting of $49 million and $145 million included in the “Other accrued items” and “Other long-term liabilities” line items in our Condensed Consolidated Balance Sheet, respectively, and excludes any amounts already recognized in forward loss provisions (see discussion in the preceding paragraph). Additional provisions to off-market customer contracts relate to labor and material cost increases primarily associated with supply chain and manufacturing challenges and inefficiencies. These cost increases impacted both cost-plus and fixed-price contracts in proportions that are consistent with the ratio of the overall AJRD revenue by contract type. We measured the fair value of these components as the amount by which the terms of the contract with the customer deviates from the terms that a market participant could have achieved at the acquisition date. The off-market components of these contracts will be recognized as an increase to revenue as we incur costs to satisfy the associated performance obligations. We recognized $22 million and $30 million of amortization related to off-market contract liabilities in the quarter and two quarters ended June 28, 2024, respectively.

Goodwill. The $2,861 million of goodwill recognized is attributable to AJRD’s market presence as one of the two primary providers of advanced propulsion and power systems for nearly every major U.S. government space and missile program, the assembled workforce and established operating infrastructure. The acquired goodwill is not tax deductible. See Note E: Goodwill and Other Intangible Assets in these Notes for further information.

Financial Results. See Note P: Business Segment Information in these Notes for the AR segment financial results for the quarter and two quarters ended June 28, 2024.

_____________________________________________________________________

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Acquisition-Related Costs. Acquisition-related costs have been expensed as incurred and are included in the “General and administrative expenses” line item in our Condensed Consolidated Statement of Operations. In connection with the AJRD acquisition, we recorded transaction and integration costs of $16 million and $44 million for the quarter and two quarters ended June 28, 2024, respectively, and $13 million and $22 million for the quarter and two quarters ended June 30, 2023, respectively.

Pending Divestiture of Commercial Aviation Solutions (“CAS Disposal Group”)

During the quarter ended December 29, 2023, we entered into a definitive agreement to sell our CAS Disposal Group for a cash purchase price of $700 million, with additional contingent consideration of up to $100 million, subject to customary purchase price adjustments and closing conditions as set forth in the agreement. As of June 28, 2024, the fair value less estimated costs to sell of the CAS Disposal Group was $875 million, inclusive of consideration related to noncontrolling interest and accumulated other comprehensive income. Income before income taxes for the quarter and two quarters ended June 28, 2024 was $23 million and $44 million, respectively, and for the quarter and two quarters ended June 30, 2023 was $15 million and $32 million, respectively. The CAS Disposal Group, which is part of our IMS segment, provides integrated aircraft avionics, pilot training and data analytics services for the commercial aviation industry. The transaction is expected to close in fiscal 2024.

In connection with the preparation of our financial statements for fiscal 2023, we concluded that goodwill related to the CAS Disposal Group was impaired and we recorded a non-cash impairment charge of $296 million, which is included in the “Impairment of goodwill and other assets” line item in our Consolidated Statement of Operations in our Fiscal 2023 Form 10-K. See Note 6: Goodwill and Intangible Assets in our Fiscal 2023 Form 10-K. Additionally, we recognized a pre-tax loss of $77 million included in the “Asset group and business divestiture-related (losses) gains, net” line item in our Consolidated Statement of Operations in our Fiscal 2023 Form 10-K. During the quarter ended June 28, 2024, we recognized an additional pre-tax loss of $15 million, due to increases in the net assets of the disposal group and costs to sell, partially offset by an increase in the fair value of the disposal group. The loss is included in the General and administrative expenses” line item in our Condensed Consolidated Statement of Operations for the quarter and two quarters ended June 28, 2024.

The carrying amounts of assets and liabilities of the CAS Disposal Group classified as held for sale in our Condensed Consolidated Balance Sheet were as follows:



(In millions)	June 28, 2024		December 29, 2023

Receivables, net	$	96	$	80
Contract assets	41		43
Inventories	165		145
Other current assets	22		33
Property, plant and equipment, net	42		41
Goodwill	534		534
Other intangible assets, net	262		263
Other non-current assets	48		44
Valuation allowance	(83)		(77)
Total assets held for sale	$	1,127	$	1,106

Accounts payable	$	86	$	111
Contract liabilities	44		48
Compensation and benefits	8		11
Other accrued items	43		38
Other long-term liabilities	62		64
Total liabilities held for sale	$	243	$	272

_____________________________________________________________________

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Divestiture of Antenna Disposal Group

On May 31, 2024, we completed the divestiture of our Antenna Disposal Group, which provides a variety of airborne and ground-based antennas and test equipment, to Kanders & Company, Inc. for net cash proceeds of $166 million (after selling costs and purchase price adjustments) and a $25 million note receivable, included in Other non-current assets line item in our Condensed Consolidated Balance Sheet at June 28, 2024.

The carrying amounts of assets and liabilities included in the Antenna Disposal Group sale on May 31, 2024 were $265 million and $65 million, respectively. During the quarter ended June 28, 2024, $93 million of goodwill was assigned to the Antenna Disposal Group on a relative fair value basis. In connection with the preparation of our financial statements for the quarter ended June 28, 2024, we tested goodwill assigned to the Antenna Disposal Group and goodwill assigned to the retained businesses of the SAS reporting unit for impairment and concluded that goodwill related to the Antenna Disposal Group was impaired. As a result, we recorded a non-cash charge for impairment of $14 million included in the “General and administrative expenses” line item in our Condensed Consolidated Statement of Operations for the quarter and two quarters ended June 28, 2024. See Note E: Goodwill and Other Intangible Assets in these Notes for more information.

In connection with the sale, we recognized a pre-tax loss of $9 million included in the “General and administrative expenses” line item in our Condensed Consolidated Statement of Operations for the quarter and two quarters ended June 28, 2024. Operating results of the Antenna Disposal Group reported in our SAS segment through the date of divestiture were not material for the quarter and two quarters ended June 28, 2024 or the quarter and two quarters ended June 30, 2023.

Divestiture of Visual Information Solutions (“VIS”)

On April 6, 2023, we completed the sale of VIS for a sale price of $70 million and recognized a pre-tax gain of $26 million included in the “General and administrative expenses” line item in our Consolidated Statement of Operations for the fiscal year ended December 29, 2023 in our Fiscal 2023 Form 10-K. After selling costs and purchase price adjustments, the net cash proceeds for the sale of VIS were $71 million. The operating results of VIS were reported in the SAS segment through the date of divestiture.

The carrying amounts of the assets and liabilities of VIS were classified as held for sale in our Consolidated Balance Sheet as of December 30, 2022 in our Fiscal 2023 Form 10-K.

Fair Value of Businesses and Goodwill Allocation

For purposes of allocating goodwill to the disposal groups that represent a portion of a reporting unit, we determine the fair value of each disposal group based on the respective negotiated selling price, and the fair value of the retained businesses of the respective reporting unit based on a combination of market-based and income-based valuation techniques, utilizing quoted market prices, comparable publicly reported transactions and projected discounted cash flows. These fair value determinations are categorized as level 3 in the fair value hierarchy due to their use of internal projections and unobservable measurement inputs. See Note E: Goodwill and Other Intangible Assets and Note K: Fair Value Measurements in these Notes for additional information.

NOTE P: 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 four reportable segments:

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

•IMS: including multi-mission intelligence, surveillance and reconnaissance (“ISR”) systems; passive sensing and targeting; electronic attack; autonomy; power and communications; networks; sensors; and the CAS Disposal Group, which includes aviation products and pilot training operations, see Note O: Acquisitions and Divestitures;

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

•AR: including missile solutions with propulsion technologies for strategic defense, missile defense, and hypersonic and tactical systems; and space propulsion and power systems for national security space and exploration missions.

Business Segment Financial Information

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


	Quarter Ended				Two Quarters Ended
(In millions)	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023

Revenue
SAS	$	1,707	$	1,715	$	3,458	$	3,370
IMS	1,729		1,735		3,398		3,435
CS	1,346		1,289		2,640		2,452
AR	581		**		1,123		**

Corporate eliminations	(64)		(46)		(109)		(93)
Total revenue	$	5,299	$	4,693	$	10,510	$	9,164

Income before Income Taxes
Operating income:
SAS	$	215	$	168	$	431	$	355
IMS	206		162		396		347
CS	329		325		639		591
AR	75		**		147		**

Total segment	825		655		1,613		1,293
Total unallocated corporate expenses	(349)		(255)		(759)		(500)
Total operating income	476		400		854		793
Non-service FAS pension income and other, net	86		83		174		165
Interest expense, net	(172)		(111)		(348)		(213)
Income before income taxes	$	390	$	372	$	680	$	745

_______________

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

Unallocated Corporate Expenses. Total unallocated corporate expenses include corporate items such as a portion of management and administration, legal, environmental, compensation, retiree benefits, other corporate expenses and eliminations and the FAS/Cost Accounting Standards (“CAS”) operating adjustment. Total unallocated corporate expenses also include the portion of corporate costs not included in management’s evaluation of segment operating performance, such as amortization of acquisition-related intangibles; additional cost of revenue related to the fair value step-up in inventory sold; merger, acquisition, and divestiture-related expenses; asset group and business divestiture-related (losses) gains, net and any related impairment of goodwill; impairment of other assets; LHX NeXt implementation costs; and other items.

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 net periodic benefit income under our pension and OPEB plans and total CAS pension and OPEB cost. The non-service cost components of net periodic benefit income under our pension and OPEB plans are included as components of the “Non-service FAS pension income and other, net” line item in our Condensed Consolidated Statement of Operations. See Note H: Retirement Benefits in these Notes for more information on the composition of non-service FAS pension income.

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


	Quarter Ended				Two Quarters Ended
(In millions)	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023

FAS pension service cost	$	(10)	$	(7)	$	(18)	$	(13)
Less: CAS pension cost	(16)		(30)		(31)		(58)
FAS/CAS operating adjustment	6		23		13		45
Non-service FAS pension income	81		77		161		154
FAS/CAS pension adjustment, net	$	87	$	100	$	174	$	199

Disaggregation of Revenue

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


	Quarter Ended
	June 28, 2024								June 30, 2023
(In millions)	SAS		IMS		CS		AR		SAS		IMS		CS		AR

Revenue By Customer Relationship
Prime contractor	$	1,076	$	1,097	$	915	$	155	$	1,084	$	1,127	$	798	**
Subcontractor	618		603		409		426		621		584		479		**
Intersegment	13		29		22		—		10		24		12		**
Total segment	$	1,707	$	1,729	$	1,346	$	581	$	1,715	$	1,735	$	1,289	**

Revenue By Contract Type
Fixed-price(1)	$	1,072	$	1,340	$	1,118	$	344	$	1,099	$	1,317	$	1,102	**
Cost-reimbursable	622		360		206		237		606		394		175		**
Intersegment	13		29		22		—		10		24		12		**
Total segment	$	1,707	$	1,729	$	1,346	$	581	$	1,715	$	1,735	$	1,289	**

Revenue By Geographical Region
United States	$	1,488	$	1,263	$	886	$	571	$	1,475	$	1,281	$	834	**
International	206		437		438		10		230		430		443		**
Intersegment	13		29		22		—		10		24		12		**
Total segment	$	1,707	$	1,729	$	1,346	$	581	$	1,715	$	1,735	$	1,289	**



	Two Quarters Ended
	June 28, 2024								June 30, 2023
(In millions)	SAS		IMS		CS		AR		SAS		IMS		CS		AR

Revenue By Customer Relationship
Prime contractor	$	2,184	$	2,163	$	1,828	$	308	$	2,094	$	2,281	$	1,605	**
Subcontractor	1,246		1,190		776		815		1,253		1,109		822		**
Intersegment	28		45		36		—		23		45		25		**
Total segment	$	3,458	$	3,398	$	2,640	$	1,123	$	3,370	$	3,435	$	2,452	**

Revenue By Contract Type
Fixed-price(1)	$	2,180	$	2,618	$	2,183	$	646	$	2,121	$	2,603	$	2,080	**
Cost-reimbursable	1,250		735		421		477		1,226		787		347		**
Intersegment	28		45		36		—		23		45		25		**
Total segment	$	3,458	$	3,398	$	2,640	$	1,123	$	3,370	$	3,435	$	2,452	**

Revenue By Geographical Region
United States	$	2,995	$	2,466	$	1,811	$	1,098	$	2,929	$	2,538	$	1,625	**
International	435		887		793		25		418		852		802		**
Intersegment	28		45		36		—		23		45		25		**
Total segment	$	3,458	$	3,398	$	2,640	$	1,123	$	3,370	$	3,435	$	2,452	**

_______________

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

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

Assets by Business Segment

Total assets by business segment were as follows:


(In millions)	June 28, 2024		December 29, 2023


SAS	$	8,814	$	9,085
IMS	10,912		10,631
CS	7,026		7,084
AR	4,462		4,208
Corporate(1)	10,443		10,679
Total Assets	$	41,657	$	41,687

_______________

(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 $8.1 billion and $8.5 billion at June 28, 2024 and December 29, 2023, respectively. Corporate assets also consisted of cash, income taxes receivable, deferred income taxes, deferred compensation plan investments, buildings and equipment, real estate held for development and leasing, as well as any assets of businesses held for sale.

NOTE Q: LEGAL PROCEEDINGS AND CONTINGENCIES

In the ordinary course of business, we are routinely defendants in, parties to or otherwise subject to many pending and threatened legal actions, claims, disputes, arbitration and 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 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 arbitration awards. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. Gain contingencies, if any, are recognized when they are realized and legal costs generally are expensed when incurred. At June 28, 2024, our accrual for the potential resolution of lawsuits, claims or proceedings that we consider probable of being decided unfavorably to us was not material. We cannot at this time estimate the reasonably possible loss or range of loss in excess of our accrual due to the inherent uncertainties and speculative nature of contested proceedings. Although it is not feasible to predict the outcome of these matters with certainty, based on available information, in the opinion of management, settlements, arbitration awards and final judgments, if any, that are considered probable of being rendered against us in litigation or arbitration in existence at June 28, 2024 are reserved against or would not have a material adverse effect on our financial condition, results of operations, cash flows or equity.

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, including AJRD, are responsible, or alleged to be responsible, for environmental investigation and/or remediation of multiple sites, including sites owned by us and third-party sites. These sites are in various stages of investigation and/or remediation, and in some cases our liability is considered de minimis. Notices from the U.S. Environmental Protection Agency (“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 (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as the “Superfund Act”), the Resource Conservation Recovery Act and/or equivalent state and international laws, and in some instances, our liability and proportionate share of costs that may be shared among other PRPs have not been determined largely due to uncertainties as to the nature and extent of site conditions and our involvement.

Based on an assessment of relevant factors, we estimated that our liability under applicable environmental statutes and regulations for identified sites was $632 million as of June 28, 2024. The current portion of our estimated environmental liability is included in the “Other accrued items” line item and the non-current portion is included in the “Other long-term liabilities” line item in our Condensed Consolidated Balance Sheet. Some of these environmental costs are eligible for future recovery in the pricing of our products and services to the U.S.

_____________________________________________________________________

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

government and under existing third party agreements. We consider the recovery probable based on U.S. government contracting regulations and existing third-party agreements. As of June 28, 2024, we had an asset for the recoverable portion of these reserves of $449 million. The current and non-current portion of the recoverable costs are included as a component of the “Other current assets” and “Other non-current assets” line items, respectively, in our Condensed Consolidated Balance Sheet.

_____________________________________________________________________

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and 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 June 28, 2024, the related condensed consolidated statements of operations, comprehensive income, and equity for the quarter and two quarters ended June 28, 2024 and June 30, 2023, the condensed consolidated statements of cash flows for the two quarters ended June 28, 2024 and June 30, 2023, 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 29, 2023, 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 16, 2024, 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 29, 2023, 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

July 26, 2024

_____________________________________________________________________


ITEM 2.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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

OVERVIEW

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

U.S. and International Budget Environment

The percentage of our revenue that was derived from sales to U.S. Government customers, including foreign military sales funded through the U.S. Government, whether directly or through prime contractors, was 77% for the two quarters ended June 28, 2024.

On March 9, 2024, the President signed the first tranche of U.S. Government fiscal year (“GFY”) 2024 appropriations funding bills into law, which funded six government agencies, including funding for the National Aeronautics and Space Administration, the National Oceanic and Atmospheric Administration, and the Federal Aviation Administration, through the remainder of GFY 2024 which ends on September 30, 2024. A second funding bill, signed into law on March 23, 2024, funded all remaining agencies, including the U.S. Department of Defense (“DoD”), through the remainder of GFY 2024. The bill provides approximately $844 billion in funding for DoD. This was in line with our expectations for modest 3% growth for defense over GFY 2023 levels and in line with the first year of the Fiscal Responsibility Act of 2023 (“FRA”) caps.

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

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

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

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

Economic Environment

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

_____________________________________________________________________

KEY DEVELOPMENTS

Business Realignment. Effective for fiscal 2024, to better align our businesses, we realigned certain businesses within our SAS and IMS segments. See Note E: Goodwill and Other Intangible Assets in the Notes for further information.

Divestiture. On May 31, 2024, we completed the divestiture of our Antenna Disposal Group, which was reported in our SAS segment through the date of divestiture. See Note O: Acquisitions and Divestitures in the Notes for further information.

RESULTS OF OPERATIONS

Consolidated Results of Operations


	Quarter Ended						Two Quarters Ended
(Dollars in millions, except per share amounts)	June 28, 2024			June 30, 2023				June 28, 2024			June 30, 2023








Revenue	$	5,299		$	4,693			$	10,510		$	9,164
Cost of revenue	(3,939)			(3,506)				(7,802)			(6,811)
% of total revenue	74		%	75		%		74		%	74		%
Gross margin	1,360			1,187				2,708			2,353
% of total revenue	25.7		%	25.3		%		25.8		%	25.7		%
General and administrative expenses	(884)			(787)				(1,854)			(1,560)
% of total revenue	17		%	17		%		18		%	17		%


Operating Income	476			400				854			793
Non-service FAS pension income and other, net	86			83				174			165
Interest expense, net	(172)			(111)				(348)			(213)
Income from before income taxes	390			372				680			745
Income taxes	(23)			(21)				(28)			(55)
Effective tax rate	5.9		%	5.6		%		4.1		%	7.4		%
Net income	367			351				652			690
Noncontrolling interests, net of income taxes	(1)			(2)				(3)			(4)
Net income attributable to L3Harris Technologies, Inc.	$	366		$	349			$	649		$	686

Diluted EPS	$	1.92		$	1.83			$	3.40		$	3.60

Revenue and Gross Margin

Quarter Ended Comparison. Revenue increased 13% for the quarter ended June 28, 2024 compared with the quarter ended June 30, 2023, primarily due to the inclusion of $581 million of revenue from the acquisition of AJRD, which is reported in our AR segment, and higher revenue of $57 million in our CS segment from increased demand for tactical and broadband communications.

Gross margin increased, largely due to an increase in revenue volume, and gross margin as a percentage of revenue increased slightly for the quarter ended June 28, 2024 compared with the quarter ended June 30, 2023.

Two Quarters Ended Comparison. Revenue increased 15% for the two quarters ended June 28, 2024 compared with the two quarters ended June 30, 2023 primarily due to the inclusion of $1.1 billion of revenue from the acquisition of AJRD, which is reported in our AR segment, and higher revenue in our CS and SAS segments of $188 million and $88 million, respectively, partially offset by a decrease in revenue in our IMS segment of $37 million.

Gross margin increased, largely due to an increase in revenue volume, and gross margin as a percentage of revenue remained flat for the two quarters ended June 28, 2024 compared with the two quarters ended June 30, 2023.

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

_____________________________________________________________________

Segment Product and Service Analysis

The following tables present revenue and cost of revenue from products and services by segment for the quarters ended June 28, 2024 and June 30, 2023:


	Quarter Ended June 28, 2024
(In millions)	SAS		IMS		CS		AR		Eliminations		Total

Revenue
Products	$	1,189	$	1,051	$	1,062	$	382	$	—	$	3,684
Services	505		649		262		199		—		1,615
Intersegment	13		29		22		—		(64)		—
Total	$	1,707	$	1,729	$	1,346	$	581	$	(64)	$	5,299

Cost of revenue
Products	$	909	$	833	$	612	$	291	$	15	$	2,660
Services	407		479		242		153		(2)		1,279
Intersegment	13		29		22		—		(64)		—
Total	$	1,329	$	1,341	$	876	$	444	$	(51)	$	3,939

	Quarter Ended June 30, 2023
	SAS		IMS		CS		AR		Eliminations		Total

Revenue
Products	$	1,222	$	1,085	$	1,040	**		$	—	$	3,347
Services	483		626		237		**		—		1,346
Intersegment	10		24		12		—		(46)		—
Total	$	1,715	$	1,735	$	1,289	$	—	$	(46)	$	4,693

Cost of revenue
Products	$	985	$	840	$	604	**		$	25	$	2,454
Services	381		491		188		**		(8)		1,052
Intersegment	10		24		12		—		(46)		—
Total	$	1,376	$	1,355	$	804	$	—	$	(29)	$	3,506

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

Quarter Ended Comparison. Products revenue increased $337 million for the quarter ended June 28, 2024 compared with the quarter ended June 30, 2023 primarily from the inclusion of $382 million of products revenue from AR, partially offset by decreases of $34 million and $33 million in products revenue from our IMS and SAS segments, respectively.

Cost of products revenue increased $206 million for the quarter ended June 28, 2024 compared with the quarter ended June 30, 2023 primarily from the inclusion of $291 million of cost of products revenue from AR, partially offset by a decrease of $76 million in cost of products revenue from our SAS segment.

Services revenue increased $269 million for the quarter ended June 28, 2024 compared with the quarter ended June 30, 2023 from the inclusion of $199 million of services revenue from AR, as well as increases of $25 million, $23 million and $22 million in services revenue from our CS, IMS, and SAS segments, respectively.

Cost of services revenue increased $227 million for the quarter ended June 28, 2024 compared with the quarter ended June 30, 2023 primarily from the inclusion of $153 million of cost of services revenue from AR, as well as an increase of $54 million at our CS segment, from higher DoD sales in Tactical Communications during the quarter ended June 28, 2024 compared with the quarter ended June 30, 2023 and $26 million at our SAS segment.

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The following tables present revenue and cost of revenue from products and services by segment for the two quarters ended June 28, 2024 and June 30, 2023:


	Two Quarters Ended June 28, 2024
(In millions)	SAS		IMS		CS		AR		Eliminations		Total

Revenue
Products	$	2,399	$	2,076	$	2,069	$	739	$	—	$	7,283
Services	1,031		1,277		535		384		—		3,227
Intersegment	28		45		36		—		(109)		—
Total	$	3,458	$	3,398	$	2,640	$	1,123	$	(109)	$	10,510

Cost of revenue
Products	$	1,837	$	1,617	$	1,214	$	557	$	29	$	5,254
Services	830		960		463		297		(2)		2,548
Intersegment	28		45		36		—		(109)		—
Total	$	2,695	$	2,622	$	1,713	$	854	$	(82)	$	7,802

	Two Quarters Ended June 30, 2023
	SAS		IMS		CS		AR		Eliminations		Total

Revenue
Products	$	2,414	$	2,132	$	1,966	**		$	—	$	6,512
Services	933		1,258		461		**		—		2,652
Intersegment	23		45		25		—		(93)		—
Total	$	3,370	$	3,435	$	2,452	$	—	$	(93)	$	9,164

Cost of revenue
Products	$	1,883	$	1,629	$	1,164	**		$	65	$	4,741
Services	756		975		356		**		(17)		2,070
Intersegment	23		45		25		—		(93)		—
Total	$	2,662	$	2,649	$	1,545	$	—	$	(45)	$	6,811

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

Two Quarters Ended Comparison. Products revenue increased $771 million for the two quarters ended June 28, 2024 compared with the two quarters ended June 30, 2023 primarily from the inclusion of $739 million of products revenue from AR.

Cost of products revenue increased $513 million for the two quarters ended June 28, 2024 compared with the two quarters ended June 30, 2023 primarily from the inclusion of $557 million of cost of products revenue from AR.

Services revenue increased $575 million for the two quarters ended June 28, 2024 compared with the two quarters ended June 30, 2023 primarily from the inclusion of $384 million of services revenue from AR, as well as increases of $98 million and $74 million in services revenue from our SAS and CS segments, respectively.

Cost of services revenue increased $478 million for the two quarters ended June 28, 2024 compared with the two quarters ended June 30, 2023 primarily from the inclusion of $297 million of cost of services revenue from AR, as well as an increase of $107 million at our CS segment, from higher DoD sales in Tactical Communications and $74 million at our SAS segment.

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General and Administrative Expenses (“G&A”)

G&A expenses were as follows:


	Quarter Ended				Two Quarters Ended
(In millions)	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023

Amortization of acquisition-related intangibles	$	(194)	$	(150)	$	(391)	$	(292)
Company-sponsored R&D costs	(124)		(117)		(238)		(231)
Selling and marketing	(112)		(107)		(225)		(220)
LHX NeXt implementation costs(1)	(48)		(22)		(175)		(35)
Merger, acquisition, and divestiture-related expenses	(21)		(38)		(61)		(88)
Business divestiture-related (losses) gains, net	(24)		26		(24)		26
Impairment of goodwill and other assets	(14)		(30)		(14)		(30)
Other G&A expenses(2)	(347)		(349)		(726)		(690)
Total G&A expenses	$	(884)	$	(787)	$	(1,854)	$	(1,560)

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

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

Quarter Ended Comparison. For the quarter ended June 28, 2024, total G&A expenses increased primarily due to the recognition of pre-tax losses on the sale of our Antenna Disposal Group and pending divestiture of our CAS Disposal Group during the quarter ended June 28, 2024 compared with a pre-tax gain during the quarter ended June 30, 2023 and an increase in amortization of acquisition-related intangibles during the quarter ended June 28, 2024.

Two Quarters Ended Comparison. For the two quarters ended June 28, 2024, total G&A expenses increased primarily due to increases in LHX NeXt implementation costs including $65 million related to employee severance charges and $110 million for third-party consulting expenses, incremental IT expenses for implementation of new systems and other charges, an increase in amortization of acquisition-related intangibles and the recognition of pre-tax losses on the sale of our Antenna Disposal Group and pending divestiture of our CAS Disposal Group during the two quarters ended June 28, 2024 compared with a pre-tax gain during the two quarters ended June 30, 2023.

For more detail on our LHX NeXt initiative and implementation costs, see Note N: Restructuring and Other Exit Costs in the Notes and the “Operating Environment, Strategic Priorities and Key Performance Measures” section in the MD&A in our Fiscal 2023 Form 10-K.

Non-service FAS Pension Income and Other, net

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


	Quarter Ended				Two Quarters Ended
(In millions)	June 28, 2024		June 30, 2023		June 28, 2024		June 30, 2023

Non-service FAS pension income(1)	$	81	$	77	$	161	$	154
Other, net(2)	5		6		13		11
Non-service FAS pension income and other, net	$	86	$	83	$	174	$	165

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

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

Interest Expense, net

Quarter Ended Comparison. Interest expense, net, increased for the quarter ended June 28, 2024 compared with the quarter ended June 30, 2023 primarily due to interest expense of approximately $44 million and $30 million on the AJRD Notes and the 2024 Notes, respectively, and an increase of $28 million in interest expense on outstanding notes under the CP Program, partially offset by a decrease of $37 million in interest expense on Term Loan 2025, which was repaid on March 14, 2024.

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Two Quarters Ended Comparison. Interest expense, net, increased for the two quarters ended June 28, 2024 compared with the two quarters ended June 30, 2023 primarily due to interest expense of approximately $88 million and $35 million on the AJRD Notes and the 2024 Notes, respectively, and an increase of $60 million in interest expense on outstanding notes under the CP Program, partially offset by a decrease of $41 million in interest expense on Term Loan 2025, which was repaid on March 14, 2024.

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

Income Taxes

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

Our ETR was 5.9% and 4.1% for the quarter and two quarters ended June 28, 2024, respectively, and 5.6% and 7.4% for the quarter and two quarters ended June 30, 2023, respectively. The ETR for all periods benefited from R&D credits, tax deductions for FDII, the resolution of specific audit uncertainties and excess tax benefits related to share-based compensation.

Diluted EPS

Quarter Ended Comparison. Diluted EPS increased for the quarter ended June 28, 2024 compared with the quarter ended June 30, 2023 primarily due to an increase in net income from the combined effects of reasons noted in the sections above, primarily an increase in gross margin, partially offset by an increase in general and administrative expenses.

Two Quarters Ended Comparison. Diluted EPS decreased for the two quarters ended June 28, 2024 compared with the two quarters ended June 30, 2023 primarily due to a decrease in net income from the combined effects of reasons noted in the sections above, primarily an increase in general and administrative expenses and interest expense, partially offset by an increase in gross margin.

Discussion of Business Segment Results of Operations

SAS Segment


	Quarter Ended								Two Quarters Ended
	June 28, 2024			June 30, 2023			% Inc/(Dec)		June 28, 2024			June 30, 2023			% Inc/(Dec)

Revenue	$	1,707		$	1,715		—	%	$	3,458		$	3,370		3	%
Operating income	215			168			28	%	431			355			21	%
Operating income as a percentage of revenue (“operating margin”)	12.6		%	9.8		%			12.5		%	10.5		%

Quarter Ended Comparison. SAS segment revenue was flat for the quarter ended June 28, 2024 compared with the quarter ended June 30, 2023 primarily due to $47 million of lower revenue from continued reduction in legacy airborne platform volume and $16 million lower revenue from the divestiture of the Antenna Disposal Group, partially offset by higher revenues of $39 million and $21 million in Intel and Cyber and Space Systems, respectively and $11 million in Mission Networks.

The increase in SAS segment operating income for the quarter ended June 28, 2024 compared with the quarter ended June 30, 2023 was primarily due to a $27 million non-cash charge for impairment of other assets during the quarter ended June 30, 2023, in addition to program performance and the benefit of cost savings realized as a result of transformation initiatives during the quarter ended June 28, 2024.

Two Quarters Ended Comparison. The increase in SAS segment revenue for the two quarters ended June 28, 2024 compared with the two quarters ended June 30, 2023 was primarily due to higher revenues of $80 million and $65 million in Space Systems and Intel and Cyber, respectively, from program growth and $22 million in Mission Networks from increased volume, partially offset by $56 million of lower revenue from continued reduction in legacy airborne platform volume and $18 million lower revenue from the divestiture of the Antenna Disposal Group.

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The increase in SAS segment operating income for the two quarters ended June 28, 2024 compared with the two quarters ended June 30, 2023 was primarily due to $27 million from improved program performance during the two quarters ended June 28, 2024, a $27 million non-cash charge for impairment of other assets during the two quarters ended June 30, 2023 and cost savings realized as a result of transformation initiatives.

IMS Segment


	Quarter Ended								Two Quarters Ended
(Dollars in millions)	June 28, 2024			June 30, 2023			% Inc/(Dec)		June 28, 2024			June 30, 2023			% Inc/(Dec)

Revenue	$	1,729		$	1,735		—	%	$	3,398		$	3,435		(1)	%
Operating income	206			162			27	%	396			347			14	%
Operating margin	11.9		%	9.3		%			11.7		%	10.1		%

Quarter Ended Comparison. IMS segment revenue was flat for the quarter ended June 28, 2024 compared with the quarter ended June 30, 2023 primarily due to higher revenue of $48 million in Maritime from material volume on programs, partially offset by lower revenue of $31 million in Commercial Aviation from lower volume.

The increase in IMS segment operating income for the quarter ended June 28, 2024 compared with the quarter ended June 30, 2023 was primarily due to a $13 million increase from improved program performance during the quarter ended June 28, 2024, a $12 million non-cash charge for impairment of other assets related to facility closures and restructuring of a customer contract during the quarter ended June 30, 2023 and cost savings realized as a result of transformation initiatives during the quarter ended June 28, 2024.

Two Quarters Ended Comparison. The decrease in IMS segment revenue for the two quarters ended June 28, 2024 compared with the two quarters ended June 30, 2023 was primarily due to lower revenue of $63 million in ISR from lower aircraft procurement and $30 million in Commercial Aviation from lower volumes, partially offset by higher revenue of $39 million in Maritime from material volume on classified programs and $21 million higher revenue in GOS.

The increase in IMS segment operating income for the two quarters ended June 28, 2024 compared with the two quarters ended June 30, 2023 was primarily due to a $28 million increase from improved program performance during the two quarters ended June 28, 2024, a $12 million non-cash charge for impairment of other assets related to facility closures and restructuring of a customer contract during the two quarters ended June 30, 2023, cost savings realized as a result of transformation initiatives, partially offset by a decrease from lower product volumes in GOS during the two quarters ended June 28, 2024.

CS Segment


	Quarter Ended								Two Quarters Ended
(Dollars in millions)	June 28, 2024			June 30, 2023			% Inc/(Dec)		June 28, 2024			June 30, 2023			% Inc/(Dec)

Revenue	$	1,346		$	1,289		4	%	$	2,640		$	2,452		8	%
Operating income	329			325			1	%	639			591			8	%
Operating margin	24.4		%	25.2		%			24.2		%	24.1		%

Quarter Ended Comparison. The increase in CS segment revenue for the quarter ended June 28, 2024 compared with the quarter ended June 30, 2023 was primarily due to higher revenues of $27 million in Broadband Communications from higher volumes and $24 million in Tactical Communications associated with an increase in DoD sales.

The increase in CS segment operating income for the quarter ended June 28, 2024 compared with the quarter ended June 30, 2023 was primarily due to $15 million net favorable settlement of legal matters, higher volumes in Broadband Communications and cost savings realized as a result of transformation initiatives, offset by the timing of software sales and unfavorable mix of higher DoD sales in Tactical Communications during the quarter ended June 28, 2024.

Two Quarters Ended Comparison. The increase in CS segment revenue for the two quarters ended June 28, 2024 compared with the two quarters ended June 30, 2023 was primarily due to higher revenues of $75 million in Tactical Communications associated with an increase in DoD sales, $61 million in Broadband Communications from higher volumes and $52 million in Integrated Vision Solutions from higher volumes.

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The increase in CS segment operating income for the two quarters ended June 28, 2024 compared with the two quarters ended June 30, 2023 was primarily due to higher volumes in both Broadband Communications and Integrated Vision Solutions, improved program performance in Integrated Vision Solutions, $15 million net favorable settlement of legal matters and cost savings realized as a result of transformation initiatives, partially offset by a decrease from the timing of software sales and unfavorable mix of higher DoD sales in Tactical Communication during the two quarters ended June 28, 2024.

AR Segment

Quarter Ended

Two Quarters Ended

(Dollars in millions)

June 28, 2024

June 30, 2023

% Inc/(Dec)

June 28, 2024

June 30, 2023

% Inc/(Dec)

Revenue

581

1,123

Operating income

147

Operating margin

12.9

13.1

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

* Not meaningful

Results were driven by program performance across both the Missile Solutions and Space Propulsion and Power Systems sectors in the quarter and two quarters ended June 28, 2024.

Operating income was impacted by cost synergies recognized in the quarter and two quarters ended June 28, 2024.

Unallocated Corporate Expenses


	Quarter Ended				Two Quarters Ended
(In millions)	June 28, 2024		June 30, 2023			June 28, 2024		June 30, 2023

Unallocated corporate department expense, net(1)	$	(33)	$	(35)		$	(66)	$	(41)
Amortization of acquisition-related intangibles(2)	(215)		(173)			(432)		(338)
Additional cost of revenue related to the fair value step-up in inventory sold	—		(15)			—		(30)
Merger, acquisition, and divestiture-related expenses	(21)		(38)			(61)		(88)
Asset group and business divestiture-related (losses) gains, net(3)	(24)		26			(24)		26
Impairment of goodwill and other assets(4)	(14)		(21)			(14)		(39)
LHX NeXt implementation costs(5)	(48)		(22)			(175)		(35)


FAS/CAS operating adjustment(6)	6		23			13		45
Total unallocated corporate expenses	$	(349)	$	(255)		$	(759)	$	(500)

_______________

(1)Includes corporate items such as a portion of management and administration, legal, environmental, compensation, retiree benefits, other corporate expenses and eliminations.

(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)For the quarter and two quarters ended June 28, 2024, includes pre-tax losses recognized in connection with the sale of our Antenna Disposal Group and pending divestiture of our CAS Disposal Group. For the quarter and two quarters ended June 30, 2023, includes a pre-tax gain on sale of VIS. See Note O: Acquisitions and Divestitures in these Notes for further information.

(4)For the quarter and two quarters ended June 28, 2024, includes a non-cash charge for impairment of goodwill related to our Antenna Disposal Group divestiture. See Note O: Acquisitions and Divestitures and Note E: Goodwill and Other Intangible Assets in these Notes for further information related to the Antenna Disposal Group. For the quarter and two quarters ended June 30, 2023, includes the $21 million non-cash charge for impairment of in-process R&D associated with a facility closure and additionally for the two quarters ended June 30, 2023, includes an $18 million non-cash charge for impairment of a customer contract.

(5)Includes 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. For further information on our LHX NeXt initiative and implementation costs see Note N: Restructuring and Other Exit Costs in the Notes and the “General and Administrative Expenses” discussion above in this MD&A.

(6)Represents the difference between the service cost component of net periodic benefit income under our pension and OPEB plans and total CAS pension and OPEB cost. See Note P: Business Segment Information in the Notes for additional information regarding the FAS/CAS operating adjustment.

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LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL STRATEGIES

Cash Flows


	Two Quarters Ended
(In millions)	June 28, 2024		June 30, 2023

Cash and cash equivalents, beginning of period	$	560	$	880
Operating Activities:
Net income	652		690
Non-cash adjustments	444		288
Changes in working capital	(522)		(120)
Other, net	76		(94)
Net cash provided by operating activities	650		764
Net cash used in investing activities	(58)		(2,074)
Net cash (used in) provided by financing activities	(600)		794
Effect of exchange rate changes on cash and cash equivalents	(5)		2
Net decrease in cash and cash equivalents	(13)		(514)
Cash and cash equivalents, end of period	$	547	$	366

Net cash provided by operating activities

The $114 million decrease in net cash provided by operating activities in the two quarters ended June 28, 2024 compared with the two quarters ended June 30, 2023 was primarily due to $402 million more cash used to fund net working capital (i.e., receivables, contract assets, inventories, accounts payable and contract liabilities), primarily due to timing, in addition to a decrease in income tax payments, partially offset by a $156 million increase in non-cash adjustments.

Net cash used in investing activities

The $2,016 million decrease in net cash used in investing activities in the two quarters ended June 28, 2024 compared with the two quarters ended June 30, 2023 was primarily due to the $1,973 million cash used for the acquisitions of Viasat, Inc.’s Tactical Data Links in the first quarter of fiscal 2023, in addition to an $87 million increase in net cash proceeds from sale of businesses during the quarter ended June 28, 2024.

Net cash (used in) provided by financing activities

The $1,394 million change in net cash used in financing activities in the two quarters ended June 28, 2024 compared with net cash provided by financing activities in the two quarters ended June 30, 2023 was primarily due to a $1,547 million increase in repayments of borrowings and a $79 million decrease in net proceeds from issuances of commercial paper, partially offset by a $196 million decrease in cash used to repurchase our common stock under our share repurchase program. See Note G: Debt and Credit Arrangements in the Notes for further information.

Cash and cash equivalents

At June 28, 2024, we had cash and cash equivalents of $547 million, of which $283 million was held by our foreign subsidiaries, a significant portion of which we believe can be repatriated to the U.S. with minimal tax cost.

Capital Structure and Resources

Described below are significant changes to our credit arrangements and debt during the two quarters ended June 28, 2024.

Credit Agreements

On January 26, 2024, we replaced the 2023 Credit Agreement with the 2024 Credit Agreement. At June 28, 2024, we had no outstanding borrowings under either our 2024 Credit Agreement or our 2022 Credit Agreement, and had available borrowing capacity of $1.4 billion, net of outstanding CP Program borrowings, and were in compliance with all covenants under both aforementioned credit agreements.

CP Program

Under the CP Program, we may issue unsecured commercial paper notes up to a maximum aggregate amount of $3.0 billion. Subject to notice and certain other requirements of the CP Program, we may increase the aggregate

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amount available for issuance up to $3.5 billion. From time to time, we use borrowings under the CP Program for general corporate purposes, including the funding of acquisitions, debt repayment, dividend payments and repurchases of our common stock.

During the two quarters ended June 28, 2024, we had a maximum outstanding balance of $2.8 billion and a daily average outstanding balance of $2.4 billion under our CP Program. We expect balances under the CP Program to remain elevated as compared to historical norms through fiscal 2025. For further information about our Credit Agreements and CP Program, see Note G: Debt and Credit Arrangements in the Notes.

Debt

At June 28, 2024, we had $11.2 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.

During the two quarters ended June 28, 2024, we closed the issuance and sale of $2.25 billion aggregate principal amount of the 2024 Notes and used the proceeds to repay the entire outstanding $2.25 billion drawn on Term Loan 2025. Additionally, we repaid the $350 million aggregate principal amount of our 3.95% 2024 Notes. For further information about our long-term debt, see Note G: Debt and Credit Arrangements in the Notes and Note 8: Debt and Credit Arrangements in our Fiscal 2023 Form 10-K.

Liquidity Assessment

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

Based on our current business plan and revenue prospects, we believe that our existing cash, funds generated from operations, availability under our senior unsecured credit facilities and our CP Program and access to the public and private debt and equity markets will be sufficient to provide for our anticipated working capital requirements, capital expenditures and repayments of our debt securities at maturity for the next twelve months and the reasonably foreseeable future thereafter.

Our total additions of property, plant and equipment net of proceeds from the sale of property, plant and equipment for fiscal 2024 are expected to be approximately 2% of revenue. Other than operating expenses, cash uses for fiscal 2024 are expected to consist primarily of additions of property, plant and equipment, dividend payments, debt repayments, LHX NeXt implementation costs and repurchases under our share repurchase program. See “Capital Structure and Resources” and “Material Cash Requirements and Commercial Commitments” in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2023 Form 10-K for further information regarding our cash requirements.

Funding of Pension Plans

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

Future required contributions primarily will depend on the actual annual return on assets and the discount rate used to measure the benefit obligation at the end of each year. Depending on these factors, and the resulting funded status of our pension plans, the level of future statutory required minimum contributions could be material. We had net defined benefit plan assets of $210 million as of June 28, 2024. See Note 9: Retirement Benefits in our Fiscal 2023 Form 10-K and Note H: Retirement Benefits in the Notes for further information regarding our pension plans.

Common Stock Repurchases

During the two quarters ended June 28, 2024, we used $322 million to repurchase 1.5 million shares of our common stock under our share repurchase program at an average price per share of $215.24, including commissions of $0.02 per share. During the two quarters ended June 28, 2024, $27 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.

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At June 28, 2024, we had a remaining unused authorization under our repurchase program of $3.6 billion. See “Liquidity, Capital Resources and Financial Strategies” in our Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2023 Form 10-K and Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of this Report for further information regarding common stock repurchases.

Dividends

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

Material Cash Requirements and Commercial Commitments

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

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

CRITICAL ACCOUNTING ESTIMATES

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

Goodwill

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

Fiscal 2024 Impairment Tests. Effective in fiscal 2024, to better align our businesses, we adjusted our IMS segment by realigning our EO and Maritime sectors, which are also reporting units, splitting EO into two sectors, GOS and DE, and moving one EO business to the Maritime sector. GOS and DE represent one reporting unit. Immediately before and after the realignment, we performed a quantitative impairment assessment under our former and new reporting unit structure. These assessments indicated no impairment existed either before or after the realignment.

See Note E: Goodwill and Other Intangible Assets in the Notes for more information.

Impact of Recently Issued Accounting Pronouncements

There have been no new accounting pronouncements which became effective during the two quarters ended June 28, 2024 that have had a material impact on our Condensed Consolidated Financial Statements.

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FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS

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

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

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

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

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

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

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

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

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

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

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

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

_____________________________________________________________________

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


ITEM 3.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

In the normal course of business, we are exposed to the risks associated with foreign currency exchange rates and changes in interest rates and market return fluctuations on our defined benefit plans. Other than the debt refinanced as discussed in the Liquidity and Capital Resources section of Part I. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations above, there were no material changes during the two quarters ended June 28, 2024, with respect to the information appearing in Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Fiscal 2023 Form 10-K.

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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. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosures. As required by Rule 13a-15 under the Exchange Act, as of June 28, 2024, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our CEO and our CFO. Based on this work and other evaluation procedures, our management, including our CEO and CFO, has concluded that as of June 28, 2024, our disclosure controls and procedures were effective.

Changes in Internal Control

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

As part of our acquisition of AJRD, we are in the process of incorporating our controls and procedures with respect to AJRD’s operations, and we will include internal controls with respect to AJRD’s operations in our assessment of the effectiveness of our ICFR as of the end of fiscal 2024. Other than changes related to incorporating our controls and procedures with respect to AJRD operations, there have been no changes in our ICFR that occurred during the quarter ended June 28, 2024 that have materially affected, or are reasonably likely to materially affect, our ICFR.

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PART II. OTHER INFORMATION


ITEM 1.			LEGAL PROCEEDINGS.

On March 4, 2024, Plaintiff Bruce Taylor (“Plaintiff”), a purported stockholder of ours, filed a putative class action complaint (“Complaint”) in the Court of Chancery of the State of Delaware (“Court”) against the Company and the members of our Board of Directors, as well as D. E. Shaw Oculus Portfolios, L.L.C. and D. E. Shaw Valence Portfolios, L.L.C. (together, the “D. E. Shaw Parties” and collectively, the “Defendants”) under the caption Taylor v. L3Harris Technologies, Inc., C.A. No. 2024-0205-JTL (the “Action”). Plaintiff alleged that certain provisions in a Cooperation Agreement dated December 10, 2023 between the Company and the D. E. Shaw Parties, as defined and described in the Company’s prior Form 8-K, filed with the SEC on December 11, 2023, were invalid under Section 141(a) of the Delaware General Corporation Law insofar as they allegedly required the Company’s Board to (i) “recommend that the shareholders of the Company vote to elect” and (ii) “use its reasonable best efforts to support and solicit proxies for the election of” certain directors in connection with the Company’s 2024 annual meeting (the “Recommendation Provisions”). The Defendants believe that the allegations of the Complaint were meritless, deny those allegations, and deny that any violation of applicable law has occurred. However, solely to minimize expenses and distraction and to avoid the uncertainty of any litigation, on March 26, 2024, the Company and the D. E. Shaw Parties entered into a “Limited Mutual Waiver” through which (i) the D. E. Shaw Parties irrevocably waived any and all obligations of the Company pursuant to the Recommendation Provisions and (ii) the Company agreed to notify, and irrevocably waive certain obligations of, the D. E. Shaw Parties in the event the Company’s Board changed its recommendation regarding the election of certain directors in connection with the Company’s 2024 annual meeting.

On March 28, 2024, the parties entered into a proposed Stipulation and Order Voluntarily Dismissing The Action As Moot And Retaining Jurisdiction to Determine Plaintiff’s Counsel’s Application for an Award of Attorneys’ Fees and Expenses (the “Stipulation and Proposed Order”), pursuant to which the Court would retain jurisdiction regarding any application Plaintiff may make for an award of attorneys’ fees.

The Court entered the Stipulation and Proposed Order the same day, and retained jurisdiction to approve a form of notice concerning attorneys’ fees payable to Plaintiff in connection with the Limited Mutual Waiver and the Action. The Company subsequently agreed to pay $500,000 in attorneys’ fees and expenses in full satisfaction of any and all claims by Plaintiff and all of his counsel for fees and expenses in the Action.

On July 1, 2024 the Court entered an order closing the Action, subject to the Company filing an affidavit with the Court confirming that this notice has been issued. In entering the order, the Court was not asked to review, and did not pass judgment on, the payment of the attorneys’ fees and expenses or their reasonableness. Plaintiff’s counsel are Kurt M. Heyman and Aaron M. Nelson of Heyman Enerio Gattuso & Hirzel LLP, (302) 472-7300. Counsel to the Company and the individual defendants are Raymond J. DiCamillo and Matthew D. Perri of Richards, Layton & Finger, P.A., (302) 651-7700.

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


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 2023 Form 10-K. There have been no material changes to the risk factors disclosed in our Fiscal 2023 Form 10-K. We may disclose changes to our risk factors or disclose additional risk factors from time to time in our future filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently believe not to be material also may adversely impact our business, financial condition, results of operations, cash flows and equity.

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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 June 28, 2024:


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

Month No. 1
(March 30, 2024 - April 26, 2024)
Repurchase program(1)	—	$	—	—	$	3,702
Employee transactions(2)	1,993	$	203.56	—	—
Month No. 2
(April 27, 2024 - May 24, 2024)
Repurchase program(1)	30,000	$	217.05	30,000	$	3,696
Employee transactions(2)	4,182	$	213.44	—	—
Month No. 3
(May 25, 2024 - June 28, 2024)
Repurchase program(1)	378,000	$	220.59	378,000	$	3,612
Employee transactions(2)	22,354	$	226.29	—	—
Total	436,529			408,000	$	3,612

_______________

* Periods represent our fiscal months.

(1) On October 21, 2022, we announced that our Board approved a $3.0 billion share repurchase authorization under our share repurchase program that was in addition to the remaining unused authorization of $1.5 billion at that time.

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

Sales of Unregistered Equity Securities

During the quarter ended June 28, 2024, 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.

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.

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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 28, 2024:

Name and title

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

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

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

Ross Niebergall President, AR

June 3, 2024

December 13, 2024

Up to 12,214 shares, including 3,250 shares underlying options expiring in 2027

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

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

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


ITEM 6.			EXHIBITS.

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

(4.1) Restated Certific at e of Incorporation of L3Harris Technologies, Inc. (1995), as amended, incorporated herein by refer ence to Exhibit 4(a) to L3Harris T echnologies, Inc.’s Registration Statement on Form S-8 , Registration No. 333-279040, filed with the SEC on May 1, 2024.

*(10.1) L3Harris Technologies , Inc. 2024 Equi ty Ince ntive Plan , incorporated herein by reference to Exhibit 4(d ) to L3Harris Technologies, Inc.’s Registration Sta te ment on Form S-8, Registration Statement N o. 333- 279040 , filed with the SEC on May 1 , 2024.

*(10.2 ) L3Harris Technologies, Inc. Performance Unit Award Agreement Terms and Conditions (Effective April 19, 2024).

*(10.3 ) L3Harris Technologies, Inc. Restricted Unit Award Agreement Terms and Conditions (Effective April 19, 2024).

*(10.4 ) L3Harris Technologies, Inc. Stock Option Award Agreement Terms and Conditions (Effective April 19, 2024).

*(10.5) Amendment Number 1 to the L3Harris Technologies, Inc. Retirement Savings Plan (Amended and R estated Effective January 1, 2024), dat ed Ma y 14, 2024.

*(10.6) Amendment Number 2 to the L3Harris Technologies, Inc. Retirement Savings Plan (Amended and Restated Effective January 1, 2024), dated June 6 , 2024.

*(10.7) L3Harris Excess Retirement Savings Plan, as ame nded and restated .

(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 June 28, 2024 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.

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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: July 26, 2024

By:

/s/ KENNETH L. BEDINGFIELD

Kenneth L. Bedingfield

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

_____________________________________________________________________

Document

Exhibit 10.2

L3HARRIS TECHNOLOGIES, INC. PERFORMANCE UNIT AWARD AGREEMENT TERMS AND CONDITIONS

(Effective as of April 19, 2024)

1. Performance Unit Award – Terms and Conditions. Pursuant to the written notice or letter of award (which may be in electronic form) (the “Award Notice”) from L3Harris Technologies, Inc. (the “Company”) to the employee specified in the Award Notice (the “Employee”), the Company has granted to the Employee, on the terms and conditions set forth in the Award Notice and herein (these “Terms and Conditions” and collectively with the Award Notice and the Statement of Performance Goals (as defined below) related thereto, the “Agreement”), and under and otherwise subject to the provisions of the Company’s 2024 Equity Incentive Plan (as may be amended from time to time, the “Plan”), a Performance Unit Award (the “Award”) of such number of performance units specified in the Award Notice as being subject to the Award (such units, as may be adjusted in accordance with Sections 1(c), 1(d), and 1(e) of these Terms and Conditions, the “Performance Units”). At all times, each Performance Unit shall be equal in value to one share of common stock,

$1.00 par value per share (the “Common Stock”), of the Company (a “Share”).

(a) Acceptance of Award; Performance Period. The Award must be accepted by the Employee using the acceptance method specified by the Company (which may be in electronic form) within ninety (90) days following the grant date of the Award (or, if the Employee is on a Company-approved leave of absence from the Company at any time during such 90-day period, then within ninety (90) days following the Employee’s return to active service with the Company from such leave of absence), and if not so accepted, the Award and all Performance Units subject to the Award shall be automatically forfeited. For purposes of the Agreement, the “Performance Period” is the period beginning on commencement of the fiscal year during which the Award is granted and ending on expiration of the fiscal year that is two (2) fiscal years after the fiscal year during which the Award is granted (that is, a period of three (3) fiscal years), unless a different period is set forth and designated as the Performance Period in the Award Notice. The Board Committee may, in accordance with the Plan and to the extent permitted by Section 409A of the Code (if applicable), accelerate the expiration of the Performance Period as to some or all of the Performance Units at any time.

(b) Payout of Award. Provided the Award has not previously been forfeited, as soon as administratively practicable following the expiration of the Performance Period, but in no event later than the 15th day of the third month following the expiration of the Performance Period, the Company shall issue to the Employee in a single payment the number of Shares underlying the Performance Units to which the Employee is entitled pursuant hereto, subject to applicable withholdings and satisfaction thereof (including retaining Shares otherwise issuable) as provided in Section 13.2 of the Plan. Upon payout of the Award, the Company shall at its option cause the Shares as to which the Employee is entitled pursuant hereto: (i) to be released without restriction on transfer by delivery to the custody of the Employee of a stock certificate in the name of the Employee or his or her designee or (ii) to be credited without restriction on transfer to a book-entry account for


1

Exhibit 10.2

the benefit of the Employee or his or her designee maintained by the Company’s stock transfer agent or its designee.


2

Exhibit 10.2

(c) Satisfaction of Performance Objectives. Except as otherwise provided herein, the payout of the Award shall be contingent upon the attainment during the Performance Period of the performance objectives set forth in the Statement of Performance Goals (however designated) delivered or made available to the Employee at the time of the Award (the “Statement of Performance Goals”). Subject to the application of Section 4, the payout of the Award shall be determined upon the expiration of the Performance Period in accordance with the Statement of Performance Goals. The final determination of the payout of the Award will be authorized by the Board, the Board Committee, or its designee. Performance Units will be forfeited (i) if they are not earned at the end of the Performance Period or (ii) except as otherwise provided herein, if the Employee ceases to be employed by the Company at any time prior to the expiration of the Performance Period.

(d) Rights During Performance Period; Dividend Equivalents. During the Performance Period, the Employee shall not have any rights as a shareholder with respect to the Shares underlying the Performance Units. During the Performance Period, if the Company pays dividends or makes other distributions on the Common Stock, the Employee shall be entitled to receive from the Company at the time of payout in respect of the Award dividend equivalents for such dividends or other distributions, either in cash, in the case of a cash dividend or cash distribution, or other property, in the case of a non-cash dividend or non-cash distribution, as applicable, in respect of the number of Shares underlying the Performance Units to which the Employee is entitled pursuant hereto, in each case, subject to applicable withholdings and satisfaction thereof (including retaining Shares otherwise issuable) as provided in Section 13.2 of the Plan. No such dividend equivalents will be paid in respect of Performance Units that are forfeited or cancelled. No interest shall be paid on any such dividend equivalents. If the number of the Company’s outstanding Shares is changed as a result of a stock dividend, stock split or the like, without additional consideration to the Company, the Performance Units subject to the Award shall be adjusted to correspond to the change in the Company’s outstanding Shares. Upon the expiration of the Performance Period and payout of the Award, the Employee may exercise voting rights and shall be entitled to receive dividends and other distributions with respect to the number of Shares to which the Employee is entitled pursuant hereto.

(e) Adjustment Based on Change in Duties or Transfer of Employment. The number of Performance Units subject to the Award is based on the assumption that the Employee will continue to be assigned to perform substantially the same duties throughout the Performance Period, and such number of Performance Units may be reduced or increased by the Board or the Board Committee or its designee without formal amendment of the Agreement to reflect a change in assigned duties during the Performance Period. In addition, if the Employee transfers employment from one business unit of the Company or an Affiliate to another business unit or Affiliate during the Performance Period, the Employee shall be eligible to receive the number of Performance Units determined by the Board or the Board Committee or its designee based upon such factors as the Board or the Board Committee or its designee, as the case may be, in its sole discretion may deem appropriate.

2. Prohibition Against Transfer. Until the expiration of the Performance Period and payout of the Award, the Award, the Performance Units subject to the Award, any interest in the Shares related thereto, and the rights granted under these Terms and Conditions and the Agreement are not transferable except by will or by the laws of descent and distribution in the event of the Employee’s death. Without limiting the generality of the foregoing, except as aforesaid, until the


3

Exhibit 10.2

expiration of the Performance Period and payout of the Award, the Award, the Performance Units subject to the Award, any interest in the Shares related thereto, and the rights granted under these Terms and Conditions and the Agreement may not be sold, exchanged, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment, charge, alienation or similar process. Any attempt to effect any of the foregoing shall be null and void and without effect.

3. Forfeiture for Termination of Employment; Exceptions.

(a) Except in the event the Employee ceases to be an employee of the Company as set forth in Section 3(b) (due to death, Disability (as defined below) or Other Disability (as defined below)) or as set forth in Section 4 (due to certain circumstances in connection with a Change in Control of the Company that occurs following the grant date of the Award), it shall be a condition to the vesting of Performance Units and the payment of Shares following the expiration of the Performance Period that the Employee shall have remained continuously in the employ of the Company through the expiration of the first fiscal year of the Performance Period (the “Minimum Vesting Period”), and if the Minimum Vesting Period is not satisfied, the Award and any Performance Units or right to payment of Shares shall be immediately and automatically forfeited upon the Employee’s termination of employment with the Company. Except in the event the Employee ceases to be an employee of the Company as set forth in Section 3(b) (due to death, Disability or Other Disability) or as set forth in Section 4 (due to certain circumstances in connection with a Change in Control of the Company that occurs following the grant date of the Award) or as otherwise provided in the Award Notice, if the Employee ceases to be an employee of the Company following satisfaction of the Minimum Vesting Period but prior to the expiration of the Performance Period:

(i) for any reason other than those described in Section 3(a)(ii) (due to a Qualifying Early Retirement (as defined below) or an involuntary termination by the Company other than for Cause (as defined below)), Section 3(a)(iii) (due to a Qualifying Full Retirement (as defined below)), Section 3(b) or Section 4, all Performance Units subject to the Award shall be immediately and automatically forfeited upon such termination of employment;

(ii) due to (A) a Qualifying Early Retirement (as defined below) or (B) involuntary termination of employment of the Employee by the Company other than for Cause (as defined below), but excluding an involuntary termination that would be deemed to fall within the definition of a Qualifying Full Retirement, the Employee shall be eligible to receive a pro-rata portion of the payout in respect of the Performance Units which would have been made to the Employee under the Award at the end of the Performance Period determined in accordance with the provisions of Section 1(c) hereof, and the remaining payout and Performance Units subject to the Award shall be immediately and automatically forfeited. Such pro-rata portion shall be measured by a fraction, of which the numerator is the number of days of the Performance Period during which the Employee’s employment continued, and the denominator is the number of days of the Performance Period. The pro-rata portion of the payout in respect of the Performance Units required to be paid under this Section 3(a)(ii) shall be paid to the Employee at the time specified in Section 1(b); or


4

Exhibit 10.2

(iii) due to a Qualifying Full Retirement (as defined below), the Employee shall be entitled to receive a payout in respect of the Performance Units subject to the Award that would have been made to the Employee under the Award at the end of the Performance Period determined in accordance with the provisions of Section 1(c) hereof as though the Employee had continued employment through the end of the Performance Period and at the time specified in Section 1(b).

(b) Except in the event the Employee ceases to be an employee of the Company as set forth in Section 4 herein (due to certain circumstances in connection with a Change in Control of the Company that occurs following the grant date of the Award), if the Employee ceases to be an employee of the Company prior to the expiration of the Performance Period (irrespective of the Minimum Vesting Period) due to the Employee’s (i) death, (ii) Disability or (iii) Other Disability, in each case, prior to a Change in Control covered in Section 4 herein, the Employee’s heirs or beneficiaries or the Employee, as applicable, shall be fully vested in, and entitled to receive a payout in respect of, a pro-rata portion of the number of Performance Units subject to the Award at the target level of performance, as set forth in the Award Notice and/or Statement of Performance Goals (such number, the “Target Number” and such target level, the “Target Performance Level”), and the remaining payout and Performance Units subject to the Award shall be immediately and automatically forfeited. Such pro-rata portion shall be measured by a fraction, of which the numerator is the number of days of the Performance Period during which the Employee’s employment continued, and the denominator is the number of days of the original Performance Period. The Performance Period shall immediately expire upon the Employee’s death, Disability or Other Disability, as applicable, with respect to such pro-rata portion of the Target Number of Performance Units vested pursuant to the provisions of this Section 3(b), and the payout in respect of such Performance Units shall be made as soon as administratively practicable following the immediate expiration of the Performance Period, but in no event later than sixty (60) days following such immediate expiration of the Performance Period.

(i) “Cause” shall have the meaning assigned to such term in the Plan. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. After a Change in Control of the Company that occurs following the grant date of the Award, (A) in the case of an employee who is appointed or elected by the Board as an officer of the Company (an “Officer”), Cause shall not exist unless and until the Company has delivered to the Employee a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board at a meeting of the Board called and held for such purpose (after thirty (30) days’ notice to the Employee and an opportunity for the Employee, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in the definition of “Cause” in the Plan has occurred and specifying the particulars thereof in detail; and (B) the Company must notify the Employee of any event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constitute Cause under the Agreement.


5

Exhibit 10.2

(iii) “Other Disability” means a total and permanent disability during which the Employee is entitled to receive disability benefits under the Company’s applicable long- term disability plan or would have been entitled to receive disability benefits under such long-term disability plan had the Employee participated in such plan, which total and permanent disability does not otherwise come within the meaning of Disability.

(iv) “Qualifying Early Retirement” means retirement after age sixty (60) with five (5) or more years of full-time service with the Company but prior to being eligible for a Qualifying Full Retirement; provided, that in order for any such retirement to be a Qualifying Early Retirement, the Employee (A) has given written notice, in form reasonably satisfactory to the Company, to the Employee’s supervisor, with a copy to the Vice President, Chief Human Resources Officer of the Company (or, if the Employee is the Vice President, Chief Human Resources Officer of the Company, to the Chief Executive Officer of the Company) that (1) specifies the Employee’s intent to retire from the Company and the particular intended date of such retirement, which must be at least six (6) months after the date such written notice is given, and (2) has not been preceded by notice from the Company to the Employee of the actual or impending termination of employment of the Employee by the Company; and (B) has remained employed by the Company until the earlier of (x) the particular intended date of such retirement specified in such notice (or such other date as has been mutually agreed in writing between the Company and the Employee) or (y) the date on which the Employee ceases to be an employee of the Company due to death or Disability or involuntary termination of employment of the Employee by the Company other than for Cause, in each case following the delivery of such notice.

(v) “Qualifying Full Retirement” means an Employee’s retirement or involuntary termination of employment by the Company for a reason other than Cause, in either case after the Employee has attained age sixty-five (65) with ten (10) or more years of full-time service with the Company (attainment of such age and years of service is referred to as “Full Retirement Eligible”); provided that in order for an Employee’s retirement (but not involuntary termination) to be a Qualifying Full Retirement, the Employee (A) has given written notice, in form reasonably satisfactory to the Company, to the Employee’s supervisor, with a copy to the Vice President, Chief Human Resources Officer of the Company (or, if the Employee is the Vice President, Chief Human Resources Officer of the Company, to the Chief Executive Officer of the Company) that specifies the Employee’s intent to retire from the Company and the particular intended date of such retirement, which must be at least six (6) months after the date such written notice is given; and (B) has remained employed by the Company until the earlier of (1) the particular intended date of such retirement specified in such notice (or such other date as has been mutually agreed in writing between the Company and the Employee) or (2) the date on which the Employee ceases to be an employee of the Company due to death or Disability or involuntary termination of employment of the Employee by the Company other than for Cause, in each case following the delivery of such notice.

4. Change in Control.


6

Exhibit 10.2

(a) Upon a Change in Control of the Company that occurs following the grant date of the Award but prior to the end of the Performance Period, the performance objectives set forth in the Statement of Performance Goals shall be conclusively deemed to have been attained for the Performance Period upon the occurrence of such Change in Control at the Target Performance Level under such performance objectives, or at such greater level of performance as the Board, the Board Committee or its designee may authorize (such level, as so determined, the “Attained Performance Level”), and the Minimum Vesting Period shall not apply. The payout of the Performance Units shall be paid to the Employee at the time specified in Section 1(b); provided, however, that, following such Change in Control but prior to the end of the Performance Period, if the Employee ceases to be an employee of the Company due to:

(i) the Employee’s (A) death, (B) Disability, (C) Other Disability, (D) involuntary termination of employment by the Company other than for Cause, (E) voluntary termination of employment by the Employee for Good Reason, (F) Qualifying Early Retirement or (G) Qualifying Full Retirement, the Performance Period shall immediately expire upon such termination, and the payout of the Performance Units at such Attained Performance Level shall be vested immediately and shall be paid as soon as administratively practicable following such termination, but in no event later than sixty (60) days thereafter; and

(ii) the Employee’s (A) resignation for a reason other than Good Reason or (B) termination for Cause, the payout of the Award shall be forfeited.

Notwithstanding anything in these Terms and Conditions or the Agreement to the contrary, (x) if the Employee’s employment is terminated by the Company other than for Cause, Disability or Other Disability within sixty (60) days prior to a Change in Control of the Company that occurs following the grant date of the Award, and the Employee reasonably demonstrates that such termination was at the request or suggestion of a third party who has indicated an intention or taken steps reasonably calculated to effect such a Change in Control (a “Third Party”) and such a Change in Control involving such Third Party occurs, then for all purposes of these Terms and Conditions and the Agreement, the date of such Change in Control shall mean the date immediately prior to the date of such termination of employment; and (y) if a Change in Control of the Company occurs following the grant date of the Award and the Company or its successor does not assume or continue, or substitute equivalent securities for, the Performance Units, then the Performance Period shall immediately expire upon the effective date of the Change in Control, and the payout of the Performance Units at the Attained Performance Level shall be vested immediately and shall be paid as soon as administratively practicable following such expiration of the Performance Period, but in no event later than sixty (60) days thereafter.

Any payout pursuant to this Section 4 shall be subject to applicable withholdings and satisfaction thereof (including retaining Shares otherwise issuable) as provided in Section 13.2 of the Plan.

(b) For purposes of the Agreement, “Good Reason” means, without the Employee’s express written consent, the occurrence of any of the following events after a Change in Control of the Company that occurs following the grant date of the Award: (i) if the Employee is an Officer immediately prior to such Change in Control, (A) any materially adverse diminution of the Employee’s position(s), duties, responsibilities or status with the Company as in effect


7

Exhibit 10.2

immediately prior to such Change in Control or (B) a material adverse change in the Employee’s reporting responsibilities, titles or offices with the Company as in effect immediately prior to such Change in Control; (ii) a reduction by the Company in the Employee’s rate of annual base salary, annual target cash incentive bonus opportunity or annual target long-term incentive opportunity (including any adverse change in the formula for such annual target cash incentive bonus opportunity and/or annual target long-term incentive opportunity) as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter; or (iii) any requirement of the Company that the Employee (A) be based anywhere more than fifty (50) miles from the facility where the Employee is located at the time of such Change in Control or (B) travel on Company business to an extent substantially greater than the travel obligations of the Employee immediately prior to such Change in Control.

Any event or condition described in this Section 4(b) which occurs prior to a Change in Control of the Company that occurs following the grant date of the Award, but was at the request or suggestion of a Third Party who effectuates such Change in Control, shall constitute Good Reason following such Change in Control for purposes of these Terms and Conditions and the Agreement notwithstanding that it occurred prior to such Change in Control. An isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Employee shall not constitute Good Reason. The Employee must provide notice of termination of employment within ninety (90) days of the Employee’s knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under these Terms and Conditions and the Agreement.

Notwithstanding the foregoing, in the event of a Merger of Equals Transaction that otherwise constitutes a Change in Control, the Board Committee may determine prior to the consummation of such transaction to narrow or eliminate the Good Reason triggers set forth above. For this purpose, a “Merger of Equals Transaction” means a merger, consolidation, share exchange or similar form of corporate reorganization of the Company or any such type of transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders (whether for such transaction or the issuance of securities in the transaction or otherwise) (a “Business Combination”) where (A) more than 40% of the total voting power of the company resulting from such Business Combination (including, without limitation, any company which directly or indirectly has beneficial ownership of 100% of the Company’s then-outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”)) eligible to elect directors of such company is represented by shares that were Company Voting Securities immediately prior to such Business Combination (either by remaining outstanding or being converted), and such voting power is in substantially the same proportion as the voting power of such Company Voting Securities immediately prior to such Business Combination, (B) no person (other than any publicly traded holding company resulting from such Business Combination, or any employee benefit plan sponsored or maintained by the Company (or the company resulting from such Business Combination)) becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the company resulting from such Business Combination, and (C) at least 50% of the members of the board of directors of the company resulting from such Business Combination were Incumbent Directors (as defined in the following clause) at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination; and “Incumbent Directors” means individuals who, on January 1, 2020, constitute


8

Exhibit 10.2

the Board, provided that any person becoming a director subsequent to January 1, 2020, whose appointment, election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors who remain on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall also be deemed to be an Incumbent Director; provided, however, that no individual initially elected, appointed or nominated as a director of the Company as a result of an actual or publicly threatened election contest with respect to directors or any other actual or publicly threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director.

5. Protective Covenants. In consideration of, among other things, the grant of the Award to the Employee, the Employee acknowledges and agrees, by acceptance of the Award, to the following provisions:

(a) Non-Solicitation. During the Protective Covenant Period, the Employee shall not, directly or indirectly, individually or on behalf of any other employer or any other business, person or entity: (i) recruit, induce, Solicit or attempt to recruit, induce or Solicit any Individual Employed by the Company to terminate, abandon or otherwise leave or discontinue employment with the Company; or (ii) hire or cause or assist any Individual Employed by the Company to become employed by or provide services to any other business, person or entity whether as an employee, consultant, contractor or otherwise.

(b) Customer and Potential Customer Non-Interference. During the Protective

Covenant Period, the Employee shall not, directly or indirectly, individually or (i) on behalf of any other employer or any other business, person or entity, entice, induce, Solicit or attempt or participate in enticing, inducing or Soliciting, any Customer or Potential Customer of the Company to cease or reduce or refrain from doing business with the Company; or (ii) on behalf of any Competitive Business, entice, induce, Solicit or attempt or participate in enticing, inducing or Soliciting, or accept or attempt or participate in accepting, business from any Customer or Potential Customer of the Covered Unit(s).

(c) Non-Competition. During the Protective Covenant Period, the Employee shall not, directly or indirectly, as an employee, independent contractor, consultant, officer, director, manager, principal, lender or investor engage or otherwise participate in any activities with, or provide services to, a Competitive Business, without the prior written consent of the Vice President, Chief Human Resources Officer of the Company or other designated executive officer of the Company (which consent shall be at such officer’s discretion to give or withhold). Nothing in this Section 5(c) shall preclude the Employee from owning up to 1% of the equity in any publicly traded company.


9

Exhibit 10.2

construed to prevent the Employee from providing truthful testimony or information to any person or entity as required by law or fiduciary duties or as may be necessary in the performance of the Employee’s duties in connection with the Employee’s employment with the Company.

(e) Confidentiality. During the Employee’s employment with the Company and thereafter, the Employee shall not use or disclose, except on behalf of the Company and pursuant to and in compliance with its direction and policies, any Confidential Information of (i) the Company or (ii) any third party received by the Company which the Company is obligated to keep confidential. This Section 5(e) will apply in addition to, and not in derogation of, any other confidentiality or non-disclosure agreement that may exist, now or in the future, between the Employee and the Company.

(f) Consideration and Acknowledgment. The Employee acknowledges and agrees to each of the following: (i) the Employee’s acceptance of the Award and participation in the Plan is voluntary; (ii) the benefits and rights provided by the Agreement and Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic payments; (iii) the benefits and compensation provided under the Agreement are in addition to the benefits and compensation that otherwise are or would be available to the Employee in connection with the Employee’s employment with the Company and the grant of the Award is expressly contingent upon the Employee’s agreement with the Company contained in Sections 5 and 6; (iv) the scope and duration of the restrictions in Section 5 are fair and reasonable; (v) if any provisions of Sections 5(a), (b), (c), (d) or (e), or any part thereof, are held to be unenforceable, the court making such determination shall have the power to revise or modify such provision to make it enforceable to the maximum extent permitted by applicable law and, in its revised or modified form, such provision shall then be enforceable, and if the provision is not capable of being modified or revised so that it is enforceable, it shall be excised from these Terms and Conditions without affecting the enforceability of the remaining provisions; and (vi) the time period of the Employee’s obligations under Sections 5(a), (b) and (c) shall be extended by a period equal to the length of any breach of those obligations by the Employee, in addition to any and all other remedies provided by these Terms and Conditions or otherwise available to the Company at law or in equity. The Employee further understands and acknowledges that nothing contained in the Agreement limits the Employee’s ability (1) to report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other Federal, state or local governmental agency or commission (“Government Agencies”); (2) to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; or (3) under applicable United States Federal law to (x) disclose in confidence trade secrets to Federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or (y) disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(g) Definitions. For purposes of Section 5 of these Terms and Conditions, the following definitions shall apply:


10

Exhibit 10.2

(1) “Competitive Business” means any business, person or entity that is engaged, or planning or contemplating to engage within a period of twelve (12) months, in any business activity that is competitive with the business and business activities engaged in by the Covered Unit(s).

(2) “Confidential Information” means confidential, proprietary or trade secret information, whether or not marked or otherwise designated as confidential, whether in document, electronic or other form, and includes, but is not limited to, information that is not publicly known regarding finances, business and marketing plans, proposals, projections, forecasts, existing and prospective customers, vendor identities, employees and compensation, drawings, manuals, inventions, patent applications, process and fabrication information, research plans and results, computer programs, databases, software flow charts, specifications, technical data, scientific and technical information, test results and market studies.

(3) “Company” means, and shall be deemed to include, the Company and any Subsidiary.

(4) “Covered Unit(s)” means: (i) during the period of the Employee’s employment with the Company, each business unit of the Company; and (ii) following the Employment Termination Date, each business unit of the Company in or for which the Employee was employed or to which the Employee provided services or about which the Employee obtained or had access to Confidential Information, in each case of this clause (ii) at any time within the twenty-four (24)-month period prior to the Employment Termination Date. The Employee acknowledges and agrees that if the Employee is or was employed at a segment level, the Employee is providing or has provided services to and for, and has obtained and has or had access to Confidential Information about, each business unit of such segment; and if the Employee is or was employed at the corporate/headquarters level, the Employee is providing or has provided services to and for, and has obtained and has or had access to Confidential Information about, each business unit of the Company.

(5) “Customer” means, with respect to the Company or the Covered Unit(s), as the case may be, any business, person or entity who purchased any products, goods, systems or services from the Company or such Covered Unit(s) at any time during the preceding twenty-four (24) months (or, if after the Employment Termination Date, the last twenty-four (24) months of the Employee’s employment with the Company) and either with whom the Employee dealt in the course of performing the Employee’s job duties for the Company or about whom the Employee has or had Confidential Information.

(6) “Employment Termination Date” means the date of termination of the Employee’s employment with the Company, voluntarily or involuntarily, for any reason.

(7) “Individual Employed by the Company” means any employee of the Company with whom the Employee dealt in the course of performing the Employee’s job duties at any time during the preceding twelve (12) months (or, if after the Employment Termination Date, the last twelve (12) months of the Employee’s employment with the Company).

(8) “Potential Customer” means, with respect to the Company or the Covered Unit(s), as the case may be, any business, person or entity targeted during the preceding


11

Exhibit 10.2

twelve (12) months (or, if after the Employment Termination Date, the last twelve (12) months of the Employee’s employment with the Company) as a customer to purchase any products, goods, systems or services from the Company or such Covered Unit(s) and (i) with whom the Employee had direct or indirect contact, (ii) for whom the Employee participated in the development or execution of the plan to sell products, goods, systems or services of the Company or such Covered Unit(s), or (iii) about whom the Employee otherwise has or had Confidential Information.

(9) “Protective Covenant Period” means the period of the Employee’s employment with the Company and the twelve (12)-month period following the Employment Termination Date.

(10) “Solicit” and “Soliciting” mean any direct or indirect communication of any kind, regardless of who initiates it, that in any way invites, advises, encourages or requests any person to take or refrain from taking any actions; provided, for purposes of Section 5(a), the term “Solicit” excludes the placement of general advertisements inviting applications for employment that are not targeted to employees of the Company generally or any specific employees of the Company.

6. Remedies for Breach of Section 5.

(a) Forfeiture and Clawback. The Employee agrees, by acceptance of the Award, that if the Employee breaches any provision of Sections 5(a), (b), (c), (d) or (e), in addition to any and all other remedies available to the Company, (i) the Award and all Performance Units subject to the Award and any rights with respect to the Award and such Performance Units shall upon written notice (which may be in electronic form) immediately be forfeited and terminate and be cancelled; and (ii) the Company shall have the right upon written notice (which may be in electronic form) to reclaim and receive from the Employee all Shares and cash, as applicable, issued or paid to the Employee in respect of the Performance Units pursuant to Section 1 above, or to the extent the Employee has transferred such Shares, the Fair Market Value thereof (as of the date such Shares were transferred by the Employee) in cash and any such return of Shares or payment of cash by the Employee which requires action on the part of the Employee shall be made within five (5) business days following receipt of written demand therefore.

(b) Forum. The Employee agrees, by acceptance of the Award, that any judicial action brought with respect to the provisions of Sections 5 or 6 of these Terms and Conditions may be filed in the United States District Court for the Middle District of Florida or in the Circuit Court of Brevard County, Florida and hereby consents to the jurisdiction of such courts and waives any objection he/she may now or hereafter have to such venue.

(c) Change in Control. If a Change in Control of the Company occurs following the grant date of the Award and the Employee ceases thereafter to be an employee of the Company in a circumstance set forth in Section 4 of these Terms and Conditions, the provisions of Sections 5 and 6 shall immediately terminate and be of no further force and effect.

7. Securities Law Requirements. The Company shall not be required to issue Shares pursuant to the Award, to the extent required, unless and until (a) such Shares have been duly listed


12

Exhibit 10.2

upon each stock exchange on which the Company’s Common Stock is then registered; and (b) a registration statement under the Securities Act of 1933, as amended, with respect to such Shares is then effective.

8. Board Committee Administration. The Board Committee shall have authority, subject to the express provisions of the Plan as in effect from time to time, to construe these Terms and Conditions and the Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the Plan, and to make all other determinations in the judgment of the Board Committee necessary or desirable for the administration of the Plan. The Board Committee may correct any defect or supply any omission or reconcile any inconsistency in these Terms and Conditions and the Agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency.

9. Impact of Restatement of Financial Statements upon Awards. If any of the Company’s financial statements are restated, as a result of errors, omissions, or fraud, the Board Committee may (in its sole discretion, but acting in good faith) direct that the Company recover all or a portion of any Award or payment made to the Employee with respect to any fiscal year of the Company the financial results of which are negatively affected by such restatement. The amount to be recovered shall be the amount by which the affected Award or payment exceeded the amount that would have been payable had the financial statements been initially filed as restated, or any greater or lesser amount (including, but not limited to, the entire Award) that the Board Committee shall determine. The Board Committee shall determine whether the Company shall effect any such recovery by: (a) seeking repayment from the Employee; (b) reducing the amount that would otherwise be payable to the Employee under any compensatory plan, program or arrangement maintained by the Company, a Subsidiary or any of its Affiliates; (c) withholding payment of future increases in compensation (including the payment of any discretionary bonus amount) or grants of compensatory awards that would otherwise have been made in accordance with the Company’s otherwise applicable compensation practices; or (d) any combination of the foregoing or otherwise (subject, in each of subclause (a), (b) and (c), to applicable law, including without limitation, Section 409A of the Code, and the terms and conditions of the applicable plan, program or arrangement). This Section 9 shall be a non-exclusive remedy and nothing in this Section 9 shall preclude the Company from pursuing any other applicable remedies available to it, whether in addition to, or in lieu of this Section 9.

10. Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.

11. Compliance with Section 409A of the Code. The Agreement and the Plan are intended to be exempt from the provisions of Section 409A of the Code to the maximum extent permitted by applicable law. To the extent applicable, it is intended that the Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Employee. For purposes of complying with Section 409A of the Code, the Award shall be treated as payable upon the later to occur of (A) the date on which the Award ceases to be subject to a substantial risk of forfeiture and (B) the earliest of (x) the last day of the Performance Period, (y) the Employee’s separation


13

Exhibit 10.2

from service and (z) the Employee’s death. The Agreement and the Plan shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Employee). If the Award is subject to Section 409A of the Code, a retirement or termination of employment shall not be deemed to occur for purposes of any provision of the Agreement providing for the payment of any amounts upon or following retirement or termination of employment unless such retirement or termination is also a “separation from service” within the meaning of Section 409A of the Code, and for purposes of any such provision in the Agreement, references to a “termination,” “termination of employment,” “retire,” “retirement” or like terms shall mean “separation from service.” Notwithstanding anything in the Agreement to the contrary, if the Award is subject to Section 409A of the Code, and if the Employee is a “Specified Employee” (within the meaning of the Company’s Specified Employee Policy for 409A Arrangements) as of the date the Employee ceases to be an employee of the Company, then such payout shall be delayed until and made during the seventh calendar month following the calendar month during which the Employee ceased to be an employee of the Company (or, if earlier, the calendar month following the calendar month of the Employee’s death), to the extent required by Section 409A of the Code. Notwithstanding the foregoing, no particular tax result for the Employee with respect to any income recognized by the Employee in connection with the Agreement is guaranteed, and the Employee solely shall be responsible for any taxes, penalties or interest imposed on the Employee in connection with the Agreement. Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

12. Data Privacy; Electronic Delivery. By acceptance of the Award, the Employee acknowledges and agrees that: (a) data, including the Employee’s personal data, necessary to administer the Agreement may be exchanged among the Company and its Subsidiaries and affiliates as necessary, and with any vendor engaged by the Company to assist in the administration of equity awards; and (b) unless and until revoked in writing by the Employee, information and materials in connection with the Agreement or any awards under the Plan, including, but not limited to, any prospectuses and plan document, may be provided by means of electronic delivery (including by e-mail, by web site access and/or by facsimile).

13. Miscellaneous. These Terms and Conditions and the other portions of the Agreement: (a) shall be binding upon and inure to the benefit of any successor of the Company; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) except as permitted under Sections 3.2, 12 and 13.6 of the Plan and Sections 1(e),

8 and 11 of these Terms and Conditions, may not be amended in a manner that would materially impair the rights of the Employee without the written consent of both the Company and the Employee. The Agreement shall not in any way interfere with or limit the right of the Company or any Subsidiary to terminate the Employee’s employment or service with the Company or any Subsidiary at any time, and no contract or right of employment shall be implied by these Terms and Conditions and the Agreement of which they form a part. For purposes of these Terms and Conditions and the Agreement, (i) employment by the Company or any Subsidiary or a successor to the Company shall be considered employment by the Company, and (ii) the closing of a


14

Exhibit 10.2

divestiture or other sale of assets or a business of the Company or any Subsidiary (regardless of transaction structure) that results in the Employee no longer being employed by the Company or any Subsidiary shall, for purposes of Section 3(a)(ii)(B) and Section 4(a)(ii)(A) of these Terms and Conditions, be treated as an involuntary termination of employment of the Employee by the Company other than for Cause (for avoidance of doubt, even if the Employee retains the same employment position with the acquirer following such closing); and (iii) references to “termination of employment,” “cessation of employment,” “ceases to be employed,” “ceases to be an Employee” or similar phrases shall mean the last day actually worked (as determined by the Company), and shall not include any notice period or any period of severance or separation pay or pay continuation (whether required by law or custom or otherwise provided) following the last day actually worked, to the extent consistent with the applicable requirements of Section 409A of the Code; provided, however, that if the Company terminates the Employee’s employment as a result of the Employee’s Disability or Other Disability or as a result of the Employee’s failure to return to work when the Employee does not have, or no longer has, a Disability or Other Disability, then the last day actually worked shall mean the day of such termination, to the extent consistent with the applicable requirements of Section 409A of the Code. If the Award is assumed or a new award is substituted therefor in any corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 424(a) of the Code), employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of the Award to be employment by the Company.


15

Document

Exhibit 10.3

L3HARRIS TECHNOLOGIES, INC. RESTRICTED UNIT AWARD AGREEMENT TERMS AND CONDITIONS

(Effective as of April 19, 2024)

1. Restricted Unit Award – Term an Conditions. Pursuant to the written notice or letter of award (which may be in electronic form) (the “Award Notice”) from L3Harris Technologies, Inc. (the “Company”) to the employee specified in the Award Notice (the “Employee”), the Company has granted to the Employee, on the terms and conditions set forth in the Award Notice and herein (these “Terms and Conditions” and together with the Award Notice, the “Agreement”), and under and otherwise subject to the provisions of the Company’s 2024 Equity Incentive Plan (as may be amended from time to time, the “Plan”), a Restricted Unit Award (the “Award”) of such number of restricted units specified in the Award Notice as being subject to the Award (such units, as may be adjusted in accordance with Section 1(c) of these Terms and Conditions, the “Restricted Units”). At all times, each Restricted Unit shall be equal in value to one share of common stock, $1.00 par value per share (the “Common Stock”), of the Company (a “Share”).

(a) Acceptance of Award; Restriction Period. The Award must be accepted by the Employee using the acceptance method specified by the Company (which may be in electronic form) within ninety (90) days following the grant date of the Award (or, if the Employee is on a Company-approved leave of absence from the Company at any time during such 90-day period, then within ninety (90) days following the Employee’s return to active service with the Company from such leave of absence), and if not so accepted, the Award and all Restricted Units subject to the Award shall be automatically forfeited. For purposes of the Agreement, the “Restriction Period” is the period beginning on the grant date of the Award and ending as set forth in the Award Notice. The Board Committee may, in accordance with the Plan and to the extent permitted by Section 409A of the Code (if applicable), accelerate the expiration of the Restriction Period as to some or all of the Restricted Units at any time.

(b) Payout of Award. Provided the Award has not previously been forfeited, as soon as administratively practicable following the expiration of the Restriction Period, but in no event later than sixty (60) days following the expiration of the Restriction Period, the Company shall issue to the Employee in a single payment the number of Shares underlying the Restricted Units, subject to applicable withholdings and satisfaction thereof (including retaining Shares otherwise issuable) as provided in Section 13.2 of the Plan. Upon payout of the Award, the Company shall at its option cause the Shares as to which the Employee is entitled pursuant hereto: (i) to be released without restriction on transfer by delivery to the custody of the Employee of a stock certificate in the name of the Employee or his or her designee or (ii) to be credited without restriction on transfer to a book-entry account for the benefit of the Employee or his or her designee maintained by the Company’s stock transfer agent or its designee.

(c) Rights During Restriction Period; Dividend Equivalents. During the Restriction Period, the Employee shall not have any rights as a shareholder with respect to the Shares underlying the Restricted Units. During the Restriction Period, if the Company pays


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Exhibit 10.3

dividends or makes other distributions on the Common Stock, the Employee shall be entitled to receive from the Company at the time of payout in respect of the Award dividend equivalents for such dividends or other distributions, either in cash, in the case of a cash dividend or cash distribution, or other property, in the case of a non-cash dividend or non-cash distribution, as applicable, in respect of the number of Shares underlying the Restricted Units, in each case, subject to applicable withholdings and satisfaction thereof (including retaining cash otherwise payable or Shares otherwise issuable) as provided in Section 13.2 of the Plan. No such dividend equivalents will be paid in respect of Restricted Units that are forfeited or cancelled. No interest shall be paid on any such dividend equivalents. If the number of the Company’s outstanding Shares is changed as a result of a stock dividend, stock split or the like, without additional consideration to the Company, the Restricted Units subject to the Award shall be adjusted to correspond to the change in the Company’s outstanding Shares. Upon the expiration of the Restriction Period and payout of the Award, the Employee may exercise voting rights and shall be entitled to receive dividends and other distributions with respect to the number of Shares to which the Employee is entitled pursuant hereto.

2. Prohibition Against Transfer. Until the expiration of the Restriction Period and payout of the Award, the Award, the Restricted Units subject to the Award, any interest in the Shares related thereto, and the rights granted under these Terms and Conditions and the Agreement are not transferable except by will or by the laws of descent and distribution in the event of the Employee’s death. Without limiting the generality of the foregoing, except as aforesaid, until the expiration of the Restriction Period and payout of the Award, the Award, the Restricted Units subject to the Award, any interest in the Shares related thereto, and the rights granted under these Terms and Conditions and the Agreement may not be sold, exchanged, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment, charge, alienation or similar process. Any attempt to effect any of the foregoing shall be null and void and without effect.

3. Forfeiture for Termination of Employment; Exceptions.

(a) Except in the event the Employee ceases to be an employee of the Company as set forth in Section 3(b) (due to death or Disability (as defined below)) or as set forth in Section 3(c) (due to certain circumstances in connection with a Change in Control of the Company that occurs following the grant date of the Award), it shall be a condition to the vesting of Restricted Units and the payment of Shares following the expiration of the Restriction Period that the Employee shall have remained continuously in the employ of the Company for a minimum of one year from the grant date of the Award (the “Minimum Vesting Period”), and in the event that the Minimum Vesting Period is not satisfied, the Award and any Restricted Units or right to payment of Shares shall be immediately and automatically forfeited upon the Employee’s termination of employment with the Company. Except in the event the Employee ceases to be an employee of the Company as set forth in Section 3(b) (due to death or Disability) or as set forth in Section 3(c) (due to certain circumstances in connection with a Change in Control of the Company that occurs following the grant date of the Award) or as otherwise provided in the Award Notice, if the Employee ceases to be an employee of the Company following satisfaction of the Minimum Vesting Period but prior to the expiration of the Restriction Period:


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Exhibit 10.3

(i) for any reason other than those described in Section 3(a)(ii) (due to a Qualifying Early Retirement (as defined below) or an involuntary termination by the Company other than for Cause (as defined below)), Section 3(a)(iii) (due to a Qualifying Full Retirement (as defined below)), Section 3(b) or Section 3(c), all Restricted Units subject to the Award shall be immediately and automatically forfeited upon such termination of employment;

(ii) due to (A) a Qualifying Early Retirement (as defined below) or (B) involuntary termination of employment of the Employee by the Company other than for Cause (as defined below), but excluding an involuntary termination that would be deemed to fall within the definition of a Qualifying Full Retirement, the Employee shall be vested in, and entitled to receive a payout in respect of, a pro-rata portion of the Restricted Units subject to the Award, and the remaining portion of the Restricted Units subject to the Award shall be automatically forfeited as of the date of such retirement or termination of employment. Such pro-rata portion shall be measured by a fraction, of which the numerator is the number of days of the Restriction Period during which the Employee’s employment continued, and the denominator is the number of days of the Restriction Period. The Restriction Period shall immediately expire upon such retirement or termination of employment with respect to such pro-rata portion that is vested pursuant to the provisions of this Section 3(a)(ii), if any, and, subject to Section 10, the payout in respect of such pro-rata portion shall be made as soon as administratively practicable following such immediate expiration of the Restriction Period, but in no event later than sixty (60) days following such immediate expiration of the Restriction Period; or

(iii) due to a Qualifying Full Retirement (as defined below), the Employee shall be vested in, and entitled to receive a payout in respect of all of the Restricted Units subject to the Award as though the Employee continued providing services through the end of the original Restriction Period. The payout in respect of such Restricted Units described in the preceding sentence shall be made as soon as administratively practicable, but not later than sixty (60) days, following each date on which the original Restriction Period would have lapsed, at which time the Company shall issue to the Employee the number of Shares underlying such Restricted Units that were originally scheduled to vest on such date, subject to applicable withholdings and satisfaction thereof (including retaining Shares otherwise issuable) as provided in Section 13.2 of the Plan.

(b) If the Employee ceases to be an employee of the Company prior to the expiration of the Restriction Period due to death or Disability, the Employee’s heirs or beneficiaries or the Employee, as applicable, shall be fully vested in, and entitled to receive a payout in respect of, the total number of Restricted Units subject to the Award. In such event, the Restriction Period shall immediately expire upon the Employee so ceasing to be an employee of the Company, and subject to Section 10, the payout in respect of the Restricted Units subject to the Award shall be made as soon as administratively practicable following such immediate expiration of the Restriction Period, but in no event later than sixty (60) days following such immediate expiration of the Restriction Period.

(c) If a Change in Control of the Company occurs following the grant date of the Award and the Employee ceases thereafter to be an employee of the Company prior to the expiration of the Restriction Period due to (i) involuntary termination of employment of the


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Exhibit 10.3

Employee by the Company other than for Cause, or (ii) voluntary termination of employment by the Employee for Good Reason (as defined below), then the Employee shall be fully vested in, and entitled to receive a payout in respect of, the total number of Restricted Units subject to the Award. In such event, the Restriction Period shall immediately expire upon the Employee so ceasing to be an employee of the Company, and subject to Section 10, the payout in respect of the Restricted Units subject to the Award shall be made as soon as administratively practicable following such immediate expiration of the Restriction Period, but in no event later than sixty (60) days following such immediate expiration of the Restriction Period; provided that in the event such termination occurs on or after the date the Employee is Full Retirement Eligible and either the date of termination occurs more than 24 months after the date of the Change in Control or the Change in Control does not constitute a “change in control event,” within the meaning of Section 409A of the Code, then, except as otherwise permitted under Section 409A of the Code, the payout shall be made as soon as administratively practicable, but not later than sixty (60) days, following each date on which the original Restriction Period would have lapsed.

Notwithstanding anything in these Terms and Conditions or the Agreement to the contrary, (x) if the Employee’s employment is terminated by the Company other than for Cause or Disability within sixty (60) days prior to a Change in Control of the Company that occurs following the grant date of the Award, and the Employee reasonably demonstrates that such termination was at the request or suggestion of a third party who has indicated an intention or taken steps reasonably calculated to effect such a Change in Control (a “Third Party”) and such a Change in Control involving such Third Party occurs, then for all purposes of these Terms and Conditions and the Agreement, the date of such Change in Control shall mean the date immediately prior to the date of such termination of employment; and (y) if a Change in Control of the Company occurs following the grant date of the Award and the Company or its successor does not assume or continue, or substitute equivalent restricted securities for, the Restricted Units, then the Employee shall be fully vested in, and entitled to receive a payout in respect of, the total number of Restricted Units subject to the Award, and in such event, the Restriction Period shall immediately expire upon the effective date of the Change in Control, and subject to Section 10, the payout in respect of the Restricted Units subject to the Award shall be made as soon as administratively practicable following such immediate expiration of the Restriction Period, but in no event later than sixty (60) days following such immediate expiration of the Restriction Period; provided that in the event such termination occurs on or after the date the Employee is Full Retirement Eligible, then, except as otherwise permitted under Section 409A of the Code, the payout shall be made as soon as administratively practicable, but not later than sixty (60) days, following each date on which the original Restriction Period would have lapsed.

(d) For purposes of the Agreement:

(i) “Cause” shall have the meaning assigned to such term in the Plan. Any act, or failure to act, based upon authority given pursuant to a resolution

duly adopted by the Board or based on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. After a Change in Control of the Company that occurs following the grant date of the Award, (A) in the case of an employee who is appointed or elected by the Board as an officer


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Exhibit 10.3

of the Company (an “Officer”), Cause shall not exist unless and until the Company has delivered to the Employee a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board at a meeting of the Board called and held for such purpose (after thirty (30) days’ notice to the Employee and an opportunity for the Employee, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in the definition of “Cause” in the Plan has occurred and specifying the particulars thereof in detail; and (B) the Company must notify the Employee of any event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constitute Cause under the Agreement.

(ii) “Disability” means a total and permanent disability during which the Employee becomes entitled to a disability benefit under Title II of the Federal Social Security Act, as amended from time to time, or a total and permanent disability during which the Employee is entitled to receive disability benefits under the Company’s applicable long-term disability plan or would have been entitled to receive disability benefits under such long-term disability plan had the Employee participated in such plan.

(iii) “Good Reason” means, without the Employee’s express written consent, the occurrence of any of the following events after a Change in Control of the Company that occurs following the grant date of the Award: (A) if the Employee is an Officer immediately prior to such Change in Control, (1) any materially adverse diminution of the Employee’s position(s), duties, responsibilities or status with the Company as in effect immediately prior to such Change in Control or (2) a material adverse change in the Employee’s reporting responsibilities, titles or offices with the Company as in effect immediately prior to such Change in Control; (B) a reduction by the Company in the Employee’s rate of annual base salary, annual target cash incentive bonus opportunity or annual target long-term incentive opportunity (including any adverse change in the formula for such annual target cash incentive bonus opportunity and/or annual target long-term incentive opportunity) as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter; or (C) any requirement of the Company that the Employee (1) be based anywhere more than fifty (50) miles from the facility where the Employee is located at the time of such Change in Control or (2) travel on Company business to an extent substantially greater than the travel obligations of the Employee immediately prior to such Change in Control.

Any event or condition described in this Section 3(d)(iii) which occurs prior to a Change in Control of the Company that occurs following the grant date of the Award, but was at the request or suggestion of a Third Party who effectuates such Change in Control, shall constitute Good Reason following such Change in Control for purposes of these Terms and Conditions and the Agreement notwithstanding that it occurred prior to such Change in Control. An isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Employee shall not constitute Good Reason. The Employee must provide notice of termination of employment within ninety (90) days of the Employee’s knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under these Terms and Conditions and the Agreement.

Notwithstanding the foregoing, in the event of a Merger of Equals Transaction that otherwise constitutes a Change in Control, the Board Committee may determine


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Exhibit 10.3

prior to the consummation of such transaction to narrow or eliminate the Good Reason triggers set forth above. For this purpose, a “Merger of Equals Transaction” means a merger, consolidation, share exchange or similar form of corporate reorganization of the Company or any such type of transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s shareholders (whether for such transaction or the issuance of securities in the transaction or otherwise) (a “Business Combination”) where (A) more than 40% of the total voting power of the company resulting from such Business Combination (including, without limitation, any company which directly or indirectly has beneficial ownership of 100% of the Company’s then-outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”)) eligible to elect directors of such company is represented by shares that were Company Voting Securities immediately prior to such Business Combination (either by remaining outstanding or being converted), and such voting power is in substantially the same proportion as the voting power of such Company Voting Securities immediately prior to such Business Combination, (B) no person (other than any publicly traded holding company resulting from such Business Combination, or any employee benefit plan sponsored or maintained by the Company (or the company resulting from such Business Combination)) becomes the beneficial owner, directly or indirectly, of 20% or more of the total voting power of the outstanding voting securities eligible to elect directors of the company resulting from such Business Combination, and (C) at least 50% of the members of the board of directors of the company resulting from such Business Combination were Incumbent Directors (as defined in the following clause) at the time of the Board’s approval of the execution of the initial agreement providing for such Business Combination; and “Incumbent Directors” means individuals who, on January 1, 2020, constitute the Board, provided that any person becoming a director subsequent to January 1, 2020, whose appointment, election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors who remain on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall also be deemed to be an Incumbent Director; provided, however, that no individual initially elected, appointed or nominated as a director of the Company as a result of an actual or publicly threatened election contest with respect to directors or any other actual or publicly threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director.

(iv) “Qualifying Early Retirement” means retirement after age sixty (60) with five (5) or more years of full-time service with the Company but prior to being eligible for a Qualifying Full Retirement, provided, that in order for any such retirement to be a Qualifying Early Retirement, the Employee (A) has given written notice, in form reasonably satisfactory to the Company, to the Employee’s supervisor, with a copy to the Vice President, Chief Human Resources Officer of the Company (or, if the Employee is the Vice President, Chief Human Resources Officer of the Company, to the Chief Executive Officer of the Company) that (1) specifies the Employee’s intent to retire from the Company and the particular intended date of such retirement, which must be at least six (6) months after the date such written notice is given, and (2) has not been preceded by notice from the Company to the Employee of the actual or impending termination of employment of the Employee by the Company; and (B) has remained employed by the Company until the earlier of (x) the particular intended date of such retirement specified in such notice (or such other date as has been mutually agreed in writing between the Company and the Employee) or (y) the date on which the Employee ceases to be an employee of the Company due to death or Disability or involuntary termination of employment


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Exhibit 10.3

of the Employee by the Company other than for Cause, in each case following the delivery of such notice.

(v) “Qualifying Full Retirement” means an Employee’s retirement or involuntary termination of employment by the Company for a reason other than Cause, in either case after the Employee has attained age sixty-five (65) with ten (10) or more years of full-time service with the Company (attainment of such age and years of service is referred to as “Full Retirement Eligible”); provided, that in order for an Employee’s retirement (but not involuntary termination) to be a Qualifying Full Retirement, the Employee (A) has given written notice, in form reasonably satisfactory to the Company, to the Employee’s supervisor, with a copy to the Vice President, Chief Human Resources Officer of the Company (or, if the Employee is the Vice President, Chief Human Resources Officer of the Company, to the Chief Executive Officer of the Company) that specifies the Employee’s intent to retire from the Company and the particular intended date of such retirement, which must be at least six (6) months after the date such written notice is given; and (B) has remained employed by the Company until the earlier of (1) the particular intended date of such retirement specified in such notice (or such other date as has been mutually agreed in writing between the Company and the Employee) or (2) the date on which the Employee ceases to be an employee of the Company due to death or Disability or involuntary termination of employment of the Employee by the Company other than for Cause, in each case following the delivery of such notice.

4. Change in Control. For avoidance of doubt, the occurrence of a Change in Control of the Company during the Restriction Period does not, in and of itself, accelerate or otherwise impact the vesting of the Restricted Units subject to the Award, except as set forth in Section 3 herein.


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Exhibit 10.3

Competitive Business, entice, induce, Solicit or attempt or participate in enticing, inducing or Soliciting, or accept or attempt or participate in accepting, business from any Customer or Potential Customer of the Covered Unit(s).

(d) No Disparagement or Detrimental Comments. During the Employee’s employment with the Company and thereafter, the Employee shall not, directly or indirectly, make or publish, or cause to be made or published, any statement, observation or opinion, whether verbal or written, that criticizes, disparages, defames or otherwise impugns or reasonably may be interpreted to criticize, disparage, defame or impugn, the character, integrity or reputation of the Company or its products, goods, systems or services, or its current or former directors, officers, employees, agents, successors or assigns. Nothing in this Section 5(d) is intended or should be construed to prevent the Employee from providing truthful testimony or information to any person or entity as required by law or fiduciary duties or as may be necessary in the performance of the Employee’s duties in connection with the Employee’s employment with the Company.


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Exhibit 10.3

affecting the enforceability of the remaining provisions; and (vi) the time period of the Employee’s obligations under Sections 5(a), (b) and (c) shall be extended by a period equal to the length of any breach of those obligations by the Employee, in addition to any and all other remedies provided by these Terms and Conditions or otherwise available to the Company at law or in equity. The Employee further understands and acknowledges that nothing contained in the Agreement limits the Employee’s ability (1) to report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other Federal, state or local governmental agency or commission (“Government Agencies”); (2) to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; or (3) under applicable United States Federal law to (x) disclose in confidence trade secrets to Federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or (y) disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(g) Definitions. For purposes of Section 5 of these Terms and Conditions, the following definitions shall apply:

and any Subsidiary.

(3) “Company” means, and shall be deemed to include, the Company


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Exhibit 10.3

to Confidential Information about, each business unit of such segment; and if the Employee is or was employed at the corporate/headquarters level, the Employee is providing or has provided services to and for, and has obtained and has or had access to Confidential Information about, each business unit of the Company.

(6) “Employment Termination Date” means the date of termination

of the Employee’s employment with the Company, voluntarily or involuntarily, for any reason.

(8) “Potential Customer” means, with respect to the Company or the Covered Unit(s), as the case may be, any business, person or entity targeted during the preceding twelve (12) months (or, if after the Employment Termination Date, the last twelve (12) months of the Employee’s employment with the Company) as a customer to purchase any products, goods, systems or services from the Company or such Covered Unit(s) and (i) with whom the Employee had direct or indirect contact, (ii) for whom the Employee participated in the development or execution of the plan to sell products, goods, systems or services of the Company or such Covered Unit(s), or (iii) about whom the Employee otherwise has or had Confidential Information.

(9) “Protective Covenant Period” means the period of the Employee’s employment with the Company and the twelve (12) month period following the Employment Termination Date.

6. Remedies for Breach of Section 5.


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Exhibit 10.3

subject to the Award and any rights with respect to the Award and such Restricted Units shall upon written notice (which may be in electronic form) immediately be forfeited and terminate and be cancelled; and (ii) the Company shall have the right upon written notice (which may be in electronic form) to reclaim and receive from the Employee all Shares and cash, as applicable, issued or paid to the Employee in respect of the Restricted Units pursuant to Sections 1(b) and 1(c) above, or to the extent the Employee has transferred such Shares, the Fair Market Value thereof (as of the date such Shares were transferred by the Employee) in cash and any such return of Shares or payment of cash by the Employee which requires action on the part of the Employee shall be made within five (5) business days following receipt of written demand therefore.

(c) Change in Control. If a Change in Control of the Company occurs following the grant date of the Award and the Employee ceases thereafter to be an employee of the Company in a circumstance set forth in Section 3(c) herein, the provisions of Sections 5 and 6 shall immediately terminate and be of no further force and effect.

7. Securities Law Requirements. The Company shall not be required to issue Shares pursuant to the Award, to the extent required, unless and until (a) such Shares have been duly listed upon each stock exchange on which the Company’s Common Stock is then registered; and (b) a registration statement under the Securities Act of 1933, as amended, with respect to such Shares is then effective.

9. Incorporation of Plan Provisions. These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.


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Exhibit 10.3

provisions of Section 409A(a)(1) of the Code do not apply to the Employee. The Agreement and the Plan shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Employee). If the Award is subject to Section

409A of the Code, a retirement or termination of employment shall not be deemed to occur for purposes of any provision of the Agreement providing for the payment of any amounts upon or following retirement or termination of employment unless such retirement or termination is also a “separation from service” within the meaning of Section 409A of the Code, and for purposes of any such provision in the Agreement, references to a “termination,” “termination of employment,” “retire,” “retirement” or like terms shall mean “separation from service.” Payments to an Employee who is Full Retirement Eligible are intended to comply with Treasury Regulation §1.409A-3(c). Notwithstanding anything in the Agreement to the contrary, if the Award is subject to Section 409A of the Code, and if the Employee is a “Specified Employee” (within the meaning of the Company’s Specified Employee Policy for 409A Arrangements) as of the date the Employee ceases to be an employee of the Company, then such payout shall be delayed until and made during the seventh calendar month following the calendar month during which the Employee ceased to be an employee of the Company (or, if earlier, the calendar month following the calendar month of the Employee’s death) to the extent required by Section 409A of the Code. Notwithstanding the foregoing, no particular tax result for the Employee with respect to any income recognized by the Employee in connection with the Agreement is guaranteed, and the Employee solely shall be responsible for any taxes, penalties or interest imposed on the Employee in connection with the Agreement. Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

11. Data Privacy; Electronic Delivery. By acceptance of the Award, the Employee acknowledges and agrees that: (a) data, including the Employee’s personal data, necessary to administer the Agreement may be exchanged among the Company and its Subsidiaries and affiliates as necessary, and with any vendor engaged by the Company to assist in the administration of equity awards; and (b) unless and until revoked in writing by the Employee, information and materials in connection with the Agreement or any awards under the Plan, including, but not limited to, any prospectuses and plan document, may be provided by means of electronic delivery (including by e-mail, by web site access and/or by facsimile).

12. Miscellaneous. These Terms and Conditions and the other portions of the Agreement: (a) shall be binding upon and inure to the benefit of any successor of the Company; (b) shall be governed by the laws of the State of Delaware and any applicable laws of the United States; and (c) except as permitted under Sections 3.2, 12 and 13.6 of the Plan and Sections 8 and


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Exhibit 10.3

and Conditions and the Agreement of which they form a part. For purposes of these Terms and Conditions and the Agreement, (i) employment by the Company or any Subsidiary or a successor


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Exhibit 10.3

to the Company shall be considered employment by the Company; (ii) the closing of a divestiture or other sale of assets or a business of the Company or any Subsidiary (regardless of transaction structure) that results in the Employee no longer being employed by the Company or any Subsidiary shall, for purposes of Section 3(a)(ii)(B) and Section 3(c)(i) of these Terms and Conditions, be treated as an involuntary termination of employment of the Employee by the Company other than for Cause (for avoidance of doubt, even if the Employee retains the same employment position with the acquirer following such closing); and (iii) references to “termination of employment,” “cessation of employment,” “ceases to be employed,” “ceases to be an employee” or similar phrases shall be deemed to have occurred as of the last day actually worked (as determined by the Company), and shall not include any notice period or any period of severance or separation pay or pay continuation (whether required by law or custom or otherwise provided) following the last day actually worked, to the extent consistent with the applicable requirements of Section 409A of the Code; provided, however, that if the Company terminates the Employee’s employment as a result of the Employee’s Disability or as a result of the Employee’s failure to return to work when the Employee does not have, or no longer has, a Disability, then the last day actually worked shall mean the day of such termination, to the extent consistent with the applicable requirements of Section 409A of the Code. If the Award is assumed or a new award is substituted therefor in any corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 424(a) of the Code), employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of the Award to be employment by the Company.


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Document

Exhibit 10.4

L3HARRIS TECHNOLOGIES, INC. STOCK OPTION AWARD AGREEMENT TERMS AND CONDITIONS

(Effective as of April 19, 2024)

1. Stock Option Award – Terms and Conditions; Acceptance of Award. Pursuant to the written notice or letter of award (which may be in electronic form) (the “Award Notice”) from L3Harris Technologies, Inc. (the “Company”) to the employee specified in the Award Notice (the “Employee”), the Company has granted to the Employee, on the grant date set forth in the Award Notice (the “Grant Date”) and on the terms and conditions set forth in the Award Notice and herein (these “Terms and Conditions” and together with the Award Notice, the “Agreement”), and under and otherwise subject to the provisions of the Company’s 2024 Equity Incentive Plan (as may be amended from time to time, the “Plan”), a Stock Option Award (the “Award”) consisting of a non-qualified stock option (the “Option”) to purchase such aggregate number of shares of common stock, $1.00 par value per share (the “Common Stock”), of the Company (a “Share”) issuable upon exercise of the Option at such designated exercise price per Share as each is set forth in the Award Notice. The Award must be accepted by the Employee using the acceptance method specified by the Company (which may be in electronic form) within ninety (90) days following the Grant Date (or, if the Employee is on a Company-approved leave of absence from the Company at any time during such 90-day period, then within ninety (90) days following the Employee’s return to active service with the Company from such leave of absence), and if not so accepted, the Award and the Option shall be automatically forfeited.

2. Vesting and Exercisability; Impact of Termination of Employment

(a) Except as set forth in Section 2(d) and Section 2(f), the Option shall not vest or be exercisable to any extent unless the Employee shall have remained continuously in the employ of the Company from the Grant Date through the date that is one (1) year following the Grant Date (the “Minimum Vesting Period”) and if such continuous employment through the Minimum Vesting Period:

(i) Is not satisfied, then the Option shall terminate immediately upon

the Employee’s termination of employment with the Company.

(ii) Is satisfied, then except as otherwise provided in the Award Notice and subject to Section 2(d) and Section 2(f), the Option shall vest and become exercisable at the following times as to the following number of Shares, provided that the Employee shall have remained continuously in the employ of the Company until the applicable time for the Option to vest and become exercisable:

(A) After the end of one (1) year following the Grant Date and prior to the end of two (2) years following the Grant Date, not more than one-third of the aggregate number of Shares set forth in the Award Notice;


1

Exhibit 10.4

(B) After the end of two (2) years following the Grant Date and prior to the end of three (3) years following the Grant Date, not more than two-thirds of the aggregate number of Shares set forth in the Award Notice; and

(C) After the end of three (3) years following the Grant Date, the aggregate number of Shares set forth in the Award Notice.

During the lifetime of the Employee, the Option shall be exercisable only by the Employee and, except as otherwise provided in the Award Notice and subject to Section

2(d) and Section 2(f), only while the Employee continues as an Employee of the Company. Notwithstanding any other provision of these Terms and Conditions and the Agreement, the Option shall expire no later than the Expiration Date (as defined below) and shall not be exercisable thereafter.

(b) Qualifying Retirement. If, after the Employee satisfies continuous employment through the Minimum Vesting Period, the Employee ceases to be an employee of the Company due to:

(i)a Qualifying Early Retirement (as defined below), then the Option (A) to the extent unvested, shall immediately expire and be forfeited and (B) to the extent vested, may be exercised by the Employee but only until the Expiration Date; and

(ii)a Qualifying Full Retirement (as defined below), then the Option (A) to the extent unvested, shall continue to vest and become exercisable as specified in the Plan and the Award Notice as though the Employee continued employment through the applicable vesting date(s), and (B) to the extent vested, may be exercised by the Employee but only until the Expiration Date.

(c) Other Voluntary Termination; Involuntary Termination Other Than for Cause. If, after the Employee satisfies continuous employment through the Minimum Vesting Period and before an event described in Section 2(f), the Employee ceases to be an employee of the Company due to (i) voluntary termination by the Employee for any reason (other than Qualifying Early Retirement or Qualifying Full Retirement, in each case pursuant to and in accordance with Section 2(b)) or (ii) involuntary termination by the Company other than for Cause (as defined below), but excluding an involuntary termination that would be deemed to fall within the definition of a Qualifying Early Retirement or Qualifying Full Retirement, then the Option (x) to the extent unvested, shall immediately expire and be forfeited and (y) to the extent vested, may be exercised by the Employee but only until the earlier of (A) the date that is ninety (90) days following the date of the Employee so ceasing to be an employee of the Company or (B) the Expiration Date.

(d) Death or Disability. If, irrespective of the Minimum Vesting Period, the Employee ceases to be an employee of the Company due to the Employee’s death or Disability (as defined below), then the Option (i) shall immediately become fully vested and exercisable as to the aggregate number of Shares set forth in the Award Notice (to the extent not previously vested and exercisable as to any or all of such Shares) and (ii) may be exercised by the Employee’s Beneficiary (as defined below) or the Employee, as applicable, but only until the earlier of (A) the


2

Exhibit 10.4

date that is one (1) year following the date of the Employee so ceasing to be an employee of the Company or (B) the Expiration Date.

(e) Termination for Cause. If the Employee ceases to be an employee of the Company due to a termination of the Employee’s employment for Cause, then the Option shall immediately expire and be forfeited in its entirety and shall not be exercisable to any extent, irrespective of whether it previously may have vested and become exercisable.

(f) Change in Control. If, irrespective of the Minimum Vesting Period, a

Change in Control of the Company occurs following the Grant Date and the Employee ceases thereafter to be an employee of the Company prior to the Option otherwise vesting and becoming exercisable as to the aggregate number of Shares set forth in the Award Notice due to either involuntary termination of employment of the Employee by the Company other than for Cause or voluntary termination of employment by the Employee for Good Reason (as defined below), then the Option (i) shall immediately become fully vested and exercisable as to the aggregate number of Shares set forth in the Award Notice (to the extent not previously vested and exercisable as to any or all of such Shares) and (ii) may be exercised by (A) the Employee, but only until the Expiration Date or (B) following the death of the Employee, by the Employee’s Beneficiary, but only until the earlier of (x) the date that is one (1) year following the date of the death of the Employee or (y) the Expiration Date.

Notwithstanding anything in these Terms and Conditions or the Agreement to the contrary, (x) if the Employee’s employment is terminated by the Company other than for Cause or Disability within sixty (60) days prior to a Change in Control of the Company that occurs following the Grant Date, and the Employee reasonably demonstrates that such termination was at the request or suggestion of a third party who has indicated an intention or taken steps reasonably calculated to effect such a Change in Control (a “Third Party”) and such a Change in Control involving such Third Party occurs, then for all purposes of these Terms and Conditions and the Agreement, the date of such Change in Control shall mean the date immediately prior to the date of such termination of employment; and (y) if a Change in Control of the Company occurs following the Grant Date and the Company or its successor does not assume or continue, or substitute equivalent securities for, the Option, or if for any other reason the Option would not continue after such Change in Control, then upon such Change in Control, the Option (i) shall immediately become fully vested and exercisable as to the aggregate number of Shares set forth in the Award Notice (to the extent not previously vested and exercisable as to any or all of such Shares) and (ii) if not exercised (following such accelerated or previous vesting) prior to such Change in Control, the Board Committee may provide for the settlement in cash of the Option, calculated as though the Option was exercised simultaneously with such Change in Control and based on the then Fair Market Value of a Share, and if so settled by the Board Committee, the Option shall automatically terminate. If, in such circumstances, the Board Committee does not provide for the cash settlement of the Option, then the Option shall terminate upon such Change in Control, subject to any provision that has been made by the Board Committee through a plan of reorganization or otherwise for the survival, substitution or exchange of the Option; provided that the Employee shall be given reasonable notice of such intended termination and an opportunity to exercise the Option prior to or upon such Change in Control. The Board Committee may make adjustments pursuant to the Plan and/or deem an acceleration of vesting of the Option pursuant to this paragraph to occur sufficiently prior to an event if necessary or deemed appropriate to permit the Employee to realize the benefits intended to be conveyed with respect to the Shares underlying


3

Exhibit 10.4

the Option; provided, however, that, the Board Committee may reinstate the original terms of the Option if the related event does not actually occur. The provisions in this paragraph for the early termination of the Option in connection with a Change in Control of the Company supersede any other provision hereof that otherwise would allow for a longer term of the Option.

(g) For purposes of the Agreement:

(i) “Cause” shall have the meaning assigned to such term in the Plan.

Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by the Employee in good faith and in the best interests of the Company. After a Change in Control of the Company that occurs following the Grant Date, (A) in the case of an employee who is appointed or elected by the Board as an officer of the Company (an “Officer”), Cause shall not exist unless and until the Company has delivered to the Employee a copy of a resolution duly adopted by three-quarters (3/4) of the entire Board at a meeting of the Board called and held for such purpose (after thirty (30) days’ notice to the Employee and an opportunity for the Employee, together with counsel, to be heard before the Board), finding that in the good faith opinion of the Board an event set forth in the definition of “Cause” in the Plan has occurred and specifying the particulars thereof in detail; and (B) the Company must notify the Employee of any event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constitute Cause under the Agreement.

(iii) “Employee’s Beneficiary” means a beneficiary or beneficiaries designated in writing by the Employee.


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Exhibit 10.4

Grant Date.

(iv) “Expiration Date” means the date that is ten years following the

(v) “Good Reason” means, without the Employee’s express written consent, the occurrence of any of the following events after a Change in Control of the Company that occurs following the Grant Date: (A) if the Employee is an Officer immediately prior to such Change in Control, (1) any materially adverse diminution of the Employee’s position(s), duties, responsibilities or status with the Company as in effect immediately prior to such Change in Control or (2) a material adverse change in the Employee’s reporting responsibilities, titles or offices with the Company as in effect immediately prior to such Change in Control; (B) a reduction by the Company in the Employee’s rate of annual base salary, annual target cash incentive bonus opportunity or annual target long-term incentive opportunity (including any adverse change in the formula for such annual target cash incentive bonus opportunity and/or annual target long-term incentive opportunity) as in effect immediately prior to such Change in Control or as the same may be increased from time to time thereafter; or (C) any requirement of the Company that the Employee (1) be based anywhere more than fifty (50) miles from the facility where the Employee is located at the time of such Change in Control or (2) travel on Company business to an extent substantially greater than the travel obligations of the Employee immediately prior to such Change in Control.


5

Exhibit 10.4

Any event or condition described in this Section 2(g)(v) which occurs prior to a Change in Control of the Company that occurs following the Grant Date, but was at the request or suggestion of a Third Party who effectuates such Change in Control, shall constitute Good Reason following such Change in Control for purposes of these Terms and Conditions and the Agreement notwithstanding that it occurred prior to such Change in Control. An isolated, insubstantial and inadvertent action taken in good faith and which is remedied by the Company within fifteen (15) days after receipt of notice thereof given by the Employee shall not constitute Good Reason. The Employee must provide notice of termination of employment within ninety (90) days of the Employee’s knowledge of an event constituting Good Reason or such event shall not constitute Good Reason under these Terms and Conditions and the Agreement.


6

Exhibit 10.4

(vi) “Qualifying Early Retirement” means an Employee’s retirement or involuntary termination of employment by the Company for a reason other than Cause, in either case after the Employee has attained age sixty (60) with five (5) or more years of full-time service with the Company but prior to being eligible for a Qualifying Full Retirement; provided, that in order for an Employee’s retirement (but not involuntary termination) to be a Qualifying Early Retirement, the Employee (A) has given written notice, in form reasonably satisfactory to the Company, to the Employee’s supervisor, with a copy to the Vice President, Chief Human Resources Officer of the Company (or, if the Employee is the Vice President, Chief Human Resources Officer of the Company, to the Chief Executive Officer of the Company) that specifies the Employee’s intent to retire from the Company and the particular intended date of such retirement, which must be at least six (6) months after the date such written notice is given; and (B) has remained employed by the Company until the earlier of (1) the particular intended date of such retirement specified in such notice (or such other date as has been mutually agreed in writing between the Company and the Employee) or (2) the date on which the Employee ceases to be an employee of the Company due to death or Disability or involuntary termination of employment of the Employee by the Company other than for Cause, in each case following the delivery of such notice.

(vi) “Qualifying Full Retirement” means an Employee’s retirement or involuntary termination of employment by the Company for a reason other than Cause, in either case after the Employee has attained age sixty-five (65) with ten (10) or more years of full-time service with the Company; provided, that in order for an Employee’s retirement (but not involuntary termination) to be a Qualifying Full Retirement, the Employee (A) has given written notice, in form reasonably satisfactory to the Company, to the Employee’s supervisor, with a copy to the Vice President, Chief Human Resources Officer of the Company (or, if the Employee is the Vice President, Chief Human Resources Officer of the Company, to the Chief Executive Officer of the Company) that specifies the Employee’s intent to retire from the Company and the particular intended date of such retirement, which must be at least six (6) months after the date such written notice is given; and (B) has remained employed by the Company until the earlier of (1) the particular intended date of such retirement specified in such notice (or such other date as has been mutually agreed in writing between the Company and the Employee) or (2) the date on which the Employee ceases to be an employee of the Company due to death or Disability or involuntary termination of employment of the Employee by the Company other than for Cause, in each case following the delivery of such notice.

3. Exercise of Option. The Option may be exercised by delivering to the Company at the office of Stock Plan Administration (a) a written notice, signed by the person entitled to exercise the Option, stating the designated number of Shares such person then elects to purchase; provided, however, that in the discretion of the Company, notice sent through an approved electronic means may be substituted for a signed, written notice, (b) payment in an amount equal to the full exercise price for the Shares to be purchased, and (c) if the Option is exercised by any person other than the Employee, such as the Employee’s Beneficiary, evidence satisfactory to the Company that such person has the right to exercise the Option. Payment of the exercise price shall be made (x) in cash, (y) in previously acquired Shares, or (z) in any combination of cash and Shares. In addition to the foregoing, subject to the consent of the Company at the time of exercise in a manner consistent with Plan, the Option may be exercised in a “net exercise”, pursuant to which the Company shall reduce the number of Shares issuable upon exercise of the Option by the largest whole number of Shares with an aggregate Fair Market Value that does not exceed such


7

Exhibit 10.4

exercise price and shall accept a cash or other payment from the undersigned to the extent of any remaining balance of such exercise price not satisfied by such reduction in the number of whole Shares to be issued (provided, however, that Shares will no longer be outstanding under the Option to the extent of such reduction in the number of whole Shares to be issued that are used to pay such exercise price pursuant to such “net exercise”). Shares tendered in payment of the exercise price that have been acquired through an exercise of a stock option must have been held at least six (6) months prior to exercise of the Option and shall be valued at the Fair Market Value on the date of such exercise. Upon the exercise of the Option, the Company shall cause the Shares in respect of which the Option shall have been so exercised to be issued and delivered by crediting such Shares without restriction on transfer to a book-entry account for the benefit of the Employee or the Employee’s Beneficiary maintained by the Company’s stock transfer agent or its designee, subject to applicable withholdings and satisfaction thereof (including, if the Company elects, through the Company retaining Shares otherwise issuable or cash otherwise to be delivered) as provided in Section 13.2 of the Plan. The Employee does not have any rights as a shareholder in respect of any Shares as to which the Option shall not have been duly exercised and no rights as a shareholder shall exist prior to the proper exercise of such Option.


8

Exhibit 10.4

4. Prohibition Against Transfer; Designation of Beneficiary. The Option and rights granted by the Company under these Terms and Conditions and the Agreement are not transferable except by will or by the laws of descent and distribution in the event of the Employee’s death. The Employee’s Beneficiary may exercise any rights or receive any benefits under Section 2(d) following the Employee’s death. To be effective, such designation must be made in accordance with such rules and on such form as prescribed by the Company for such purpose, which completed form must be received by the office of Stock Plan Administration prior to the Employee’s death. If the Employee fails to designate a beneficiary, or if no designated beneficiary survives the Employee’s death, the Employee’s estate shall be deemed the Employee’s Beneficiary. Without limiting the generality of the foregoing, except as aforesaid, the Option may not be sold, exchanged, assigned, transferred, pledged, hypothecated, encumbered or otherwise disposed of, shall not be assignable by operation of law, and shall not be subject to execution, attachment, charge, alienation or similar process. Any attempt to effect any of the foregoing shall be null and void and without effect.

5. Protective Covenants. In consideration of, among other things, the grant of the Option to the Employee, the Employee acknowledges and agrees, by acceptance of the Option, to the following provisions:

(b) Customer and Potential Customer Non-Interference. During the Protective Covenant Period, the Employee shall not, directly or indirectly, individually or (i) on behalf of any other employer or any other business, person or entity, entice, induce, Solicit or attempt or participate in enticing, inducing or Soliciting, any Customer or Potential Customer of the Company to cease or reduce or refrain from doing business with the Company; or (ii) on behalf of any Competitive Business, entice, induce, Solicit, or attempt or participate in enticing, inducing or Soliciting or accept or attempt or participate in accepting, business from any Customer or Potential Customer of the Covered Unit(s).


9

Exhibit 10.4

(f) Consideration and Acknowledgment. The Employee acknowledges and agrees to each of the following: (i) the Employee’s acceptance of the Award and Option and participation in the Plan is voluntary; (ii) the benefits and rights provided by the Agreement and Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic payments; (iii) the benefits and compensation provided under the Agreement are in addition to the benefits and compensation that otherwise are or would be available to the Employee in connection with the Employee’s employment with the Company and the grant of the Option is expressly contingent upon the Employee’s agreement with the Company contained in Sections 5 and 6; (iv) the scope and duration of the restrictions in Section 5 are fair and reasonable; (v) if any provisions of Sections 5(a), (b), (c), (d) or (e), or any part thereof, are held to be unenforceable, the court making such determination shall have the power to revise or modify such provision to make it enforceable to the maximum extent permitted by applicable law and, in its revised or modified form, such provision shall then be enforceable, and if the provision is not capable of being modified or revised so that it is enforceable, it shall be excised from these Terms and Conditions without affecting the enforceability of the remaining provisions; and (vi) the time period of the Employee’s obligations under Sections 5(a), (b) and (c) shall be extended by a period equal to the length of any breach of those obligations by the Employee, in addition to any and all other remedies provided by these Terms and Conditions or otherwise available to the Company at law or in equity. The Employee further understands and acknowledges that nothing contained in the Agreement limits the Employee’s ability (1) to report possible violations of law or regulation to, or file a charge or complaint with, the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, the Congress, any Inspector General, or any other Federal, state or local governmental agency or commission (“Government Agencies”); (2) to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company; or (3) under applicable


10

Exhibit 10.4

United States Federal law to (x) disclose in confidence trade secrets to Federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or (y) disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

(g) Definitions. For purposes of Section 5 of these Terms and Conditions, the following definitions shall apply:


11

Exhibit 10.4

and any Subsidiary.

(3) “Company” means, and shall be deemed to include, the Company


12

Exhibit 10.4

(6) “Employment Termination Date” means the date of termination of the Employee’s employment with the Company, voluntarily or involuntarily, for any reason, with or without Cause or Good Reason.

(9) “Protective Covenant Period” means the period of the Employee’s employment with the Company and the twelve (12) month period following the Employment Termination Date.

6. Remedies for Breach of Section 5.

(a) Forfeiture and Clawback. The Employee agrees, by acceptance of the Award and the Option, that if the Employee breaches any provision of Sections 5(a), (b), (c), (d) or (e), in addition to any and all other remedies available to the Company, (i) the Option, whether vested or unvested, shall upon written notice (which may be in electronic form) immediately terminate and lapse and shall no longer be exercisable as to any Shares; and (ii) the Employee shall within five (5) business days following receipt of written demand therefore pay to the Company in cash, the amount of the excess of the Fair Market Value on the exercise date of any Shares the Employee acquired upon exercise of the Option (other than any Shares acquired upon exercise of the Option more than twelve (12) months before (x) the Employment Termination Date in the situation where the Employee is no longer employed by the Company, or (y) the date of such breach in the situation where the Employee is employed by the Company), over the exercise price for such Shares.

(b) Forum. The Employee agrees, by acceptance of the Option, that any judicial action brought with respect to the provisions of Sections 5 or 6 of these Terms and Conditions may be filed in the United States District Court for the Middle District of Florida or in the Circuit Court


13

Exhibit 10.4

of Brevard County, Florida and hereby consents to the jurisdiction of such courts and waives any objection he/she may now or hereafter have to such venue.

(c) Change in Control. If a Change in Control of the Company occurs following the Grant Date and the Employee ceases thereafter to be an employee of the Company in a circumstance set forth in Section 2(f) herein, the provisions of Sections 5 and 6 shall immediately terminate and be of no further force and effect.

7. Securities Law Requirements. The Company shall not be required to issue shares upon exercise of the Option unless and until: (a) such shares have been duly listed upon each stock exchange on which the Company’s Common Stock is then registered; and (b) a registration statement under the Securities Act of 1933, as amended, with respect to such Shares is then effective.

10. Compliance with Section 409A of the Code. The Agreement and the Plan are intended to be exempt from the provisions of Section 409A of the Code to the maximum extent permitted by applicable law. To the extent applicable, it is intended that the Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Employee. The Agreement and the Plan shall be administered and interpreted in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Employee). If the Award is subject to Section


14

Exhibit 10.4

and if the Employee is a “Specified Employee” (within the meaning of the Company’s Specified Employee Policy for 409A Arrangements) as of the date the Employee ceases to be an employee of the Company, then if there is a payout of the Award, such payout shall be delayed until and made during the seventh calendar month following the calendar month during which the Employee ceased to be an employee of the Company (or, if earlier, the calendar month following the calendar month of the Employee’s death) to the extent required by Section 409A of the Code. Notwithstanding the foregoing, no particular tax result for the Employee with respect to any income recognized by the Employee in connection with the Agreement is guaranteed, and the Employee solely shall be responsible for any taxes, penalties or interest imposed on the Employee in connection with the Agreement. Reference to Section 409A of the Code will also include any proposed, temporary or final regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

11. Data Privacy; Electronic Delivery. By acceptance of the Award and the Option, the Employee acknowledges and agrees that: (a) data, including the Employee’s personal data, necessary to administer the Agreement may be exchanged among the Company and its Subsidiaries and affiliates as necessary, and with any vendor engaged by the Company to assist in the administration of equity awards; and (b) unless and until revoked in writing by the Employee, information and materials in connection with the Agreement or any awards under the Plan, including, but not limited to, any prospectuses and plan document, may be provided by means of electronic delivery (including by e-mail, by web site access and/or by facsimile).

10 of these Terms and Conditions, may not be amended in a manner that would materially impair the rights of the Employee without the written consent of both the Company and the Employee. The Agreement shall not in any way interfere with or limit the right of the Company or any Subsidiary to terminate the Employee’s employment or service with the Company or any Subsidiary at any time, and no contract or right of employment shall be implied by these Terms and Conditions and the Agreement of which they form a part. For purposes of these Terms and Conditions and the Agreement, (i) employment by the Company or any Subsidiary or a successor to the Company shall be considered employment by the Company; (ii) the closing of a divestiture or other sale of assets or a business of the Company or any Subsidiary (regardless of transaction structure) that results in the Employee no longer being employed by the Company or any Subsidiary shall, for purposes of Section 2(c) and Section 2(f) of these Terms and Conditions, be

treated as an involuntary termination of employment of the Employee by the Company other than for Cause (for avoidance of doubt, even if the Employee retains the same employment position with the acquirer following such closing); and (iii) references to “termination of employment,” “cessation of employment,” “ceases to be employed,” “ceases to be an employee” or similar phrases shall be deemed to have occurred as of the last day actually worked (as determined by the Company), and shall not include any notice period or any period of severance or separation pay or pay continuation (whether required by law or custom or otherwise provided) following the last day actually worked, provided, however, if the Award is subject to Section 409A of the Code and further such determination of the last day worked shall be consistent with the applicable


15

Exhibit 10.4

requirements of Section 409A of the Code; provided, however, that if the Company terminates the Employee’s employment as a result of the Employee’s Disability or as a result of the Employee’s failure to return to work when the Employee does not have, or no longer has, a Disability, then the last day actually worked shall mean the day of such termination, and, if the Award is subject to Section 409A of the Code, the day of such termination is consistent with the applicable requirements of Section 409A of the Code. If the Award is assumed or a new award is substituted therefor in any corporate reorganization (including, but not limited to, any transaction of the type referred to in Section 424(a) of the Code), employment by such assuming or substituting corporation or by a parent corporation or subsidiary thereof shall be considered for all purposes of the Award to be employment by the Company.


16

Document

Exhibit 10.5

AMENDMENT NUMBER ONE

TO THE

L3HARRIS RETIREMENT SAVINGS PLAN

WHEREAS, L3Harris Technologies, Inc., a Delaware corporation (“L3Harris”), heretofore has adopted and maintains the L3Harris Retirement Savings Plan, as amended and restated effective January 1, 2024 (the "Plan");

WHEREAS, pursuant to Section 17.1 of the Plan, the Employee Benefits Committee of L3Harris (the “Committee”) has the authority to amend the Plan;

WHEREAS, pursuant to Section 13.3 of the Plan, the Committee has delegated certain of such amendment authority to the head of global benefits of L3Harris (currently, the Senior Director, Global Benefits, Global Total Rewards) (the “Head of Global Benefits”);

WHEREAS, L3Harris has entered into a Sale Agreement with Fisica, Inc. (“Purchaser”) dated as of April 4, 2024 pursuant to which L3Harris and its subsidiary will sell to Purchaser L3Harris’ Electromagnetic/Radio Frequency division (such agreement, as it may be amended from time to time, the “Sale Agreement”);

WHEREAS, as a result of such sale all “Continuing Employees” (for all purposes of this Amendment, as such term is defined in the Sale Agreement) will cease to participate in the Plan;

WHEREAS, the Sale Agreement provides that effective as of the “Closing Date” (for all purposes of this Amendment, as such term is defined in the Sale Agreement), each Continuing Employee shall become fully vested in his or her account balance in the Plan; and

WHEREAS, the Head of Global Benefits desires to amend the Plan to reflect the above-described term of the Sale Agreement.

NOW, THEREFORE, BE IT RESOLVED, that Schedule B of the Plan, Special Rules Applying to Divestiture Accounts and Divestiture Participants, is hereby amended, contingent upon the occurrence of the “Closing” (as such term is defined in the Sale Agreement) and effective as of the Closing Date, to add a new paragraph at the end thereof as follows:

[17.] Divestiture of Electromagnetic/Radio Frequency Business

(a) In General. The Company has entered into a Sale Agreement with Fisica, Inc. dated as of April 4, 2024 pursuant to which the Company and its subsidiary will sell the Company’s Electromagnetic/Radio Frequency division (such agreement, as it may be amended from time to time, the “Electromagnetic/Radio Frequency Sale Agreement”).

(b) Vesting. Notwithstanding any other provision in the Plan, effective as of the “Closing Date” (as such term is defined in the Electromagnetic/Radio Frequency Sale Agreement), the “Continuing Employees” (as such term is defined in the

Exhibit 10.5

Electromagnetic/Radio Frequency Sale Agreement) shall be 100% vested in their Accounts under the Plan.

APPROVED by the HEAD OF GLOBAL BENEFITS on this 14 day of May, 2024.

Allison Oncel

Senior Director, Global Benefits, Global Total Rewards

SIGNATURE PAGE TO AMENDMENT NUMBER ONE

TO L3HARRIS RETIREMENT SAVINGS PLAN

Document

Exhibit 10.6

AMENDMENT NUMBER TWO

TO THE

L3HARRIS RETIREMENT SAVINGS PLAN

WHEREAS, pursuant to Section 17.1 of the Plan, the Employee Benefits Committee of L3Harris (the “Committee”) has the authority to amend the Plan;

WHEREAS, L3Harris has entered into an Agreement (such agreement, as it may be amended from time to time, the “Accenture Agreement”) with Accenture (“Accenture”), which sets forth the requirements of that certain project in connection with which certain “In-Scope Employees” (for all purposes of this Amendment, as such term is defined in Schedule P – Personnel to the Accenture Agreement) will terminate employment with L3Harris and its subsidiaries on or around June 15, 2024 (the actual date of such termination of employment for each In-Scope Employee, his or her “Employment Termination Date”) and become employed with Accenture (the “Employment Transition”);

WHEREAS, each In-Scope Employee will cease to participate in the Plan as of his or her Employment Termination Date;

WHEREAS, L3Harris has determined that, effective as of his or her Employment Termination Date, and provided he or she has accepted an offer of employment with Accenture as of such date, each In-Scope Employee shall become fully vested in his or her account balance in the Plan; and

WHEREAS, the Head of Global Benefits desires to amend the Plan to reflect the above-described vesting.

NOW, THEREFORE, BE IT RESOLVED, that Schedule B of the Plan, “Special Rules Applying to Divestiture Accounts and Divestiture Participants,” is hereby amended, contingent upon the consummation of the Employment Transition, and effective as of the earliest Employment Termination Date, to add a new paragraph at the end thereof as follows:

[18.] IT Outsourcing to Accenture

(a) In General. The Company has entered into an Agreement with Accenture (“Accenture”) (such agreement, as it may be amended from time to time, the “Accenture

Exhibit 10.6

Agreement”), which sets forth the requirements of that certain project in connection with which certain “In-Scope Employees” (as such term is defined in Schedule P – Personnel to the Accenture Agreement) will terminate employment with L3Harris and its subsidiaries on or around June 15, 2024 (the actual date of such termination of employment for each In-Scope Employee, his or her “Employment Termination Date”) and become employed with Accenture (the “Employment Transition”).

(b) Vesting. Notwithstanding any other provision in the Plan, effective as of his or her Employment Termination Date, and provided he or she has accepted an offer of employment with Accenture as of such date, each In-Scope Employee shall be 100% vested in their Accounts under the Plan.

APPROVED by the HEAD OF GLOBAL BENEFITS on this 6 day of June, 2024.

Allison Oncel

Senior Director, Global Benefits, Global Total Rewards

Exhibit 10.6

SIGNATURE PAGE TO AMENDMENT NUMBER TWO

TO L3HARRIS RETIREMENT SAVINGS PLAN

Document

Exhibit 10.7

L3HARRIS EXCESS RETIREMENT SAVINGS PLAN

ARTICLE I – TITLE, PURPOSE AND EFFECTIVE DATE

Section 1.1. Title. The title of this plan shall be the “L3Harris Excess Retirement Savings Plan”.

Section 1.2. Purpose. This plan shall constitute an unfunded nonqualified deferred compensation arrangement established for the purpose of providing deferred compensation for a select group of management or highly compensated employees (within the meaning of ERISA).

Section 1.3. Effective Date. This plan, originally known as the Harris Corporation 2005 Supplemental Executive Retirement Plan, originally was effective as of January 1, 2009, was amended and restated (and renamed) effective as of January 1, 2020 and was further amended and restated effective as of June 1, 2024. This plan originally governed (i) deferrals described herein for services performed in calendar years commencing on or after January 1, 2005 (and earnings thereon) and (ii) deferrals under the Prior Harris SERP that were not earned and vested as of December 31, 2004 (and earnings thereon). This plan also reflects the merger into this plan, effective as of December 31, 2019, of the Prior Harris SERP and the L3 SSP II, as well as the merger into this plan, effective as of March 15, 2024, of the AJRD BRP, in each case as defined below.

ARTICLE II – DEFINITIONS

Each capitalized term used herein shall have the meaning set forth in the L3Harris Retirement Savings Plan, as amended from time to time, except as otherwise set forth below.

II.1. ABBR – means an employee’s annual benefits base rate as in effect on the Corporation’s system of record on the applicable date.

II.2. Account – means an account established on the books of the Corporation, pursuant to Section 5.1, on behalf of a Participant. Subaccounts may be maintained within an Account (i) for each Plan Year with respect to which deferrals under the Plan are made on behalf of a Participant; (ii) for various sources of deferrals under the Plan made on behalf of a Participant and (iii) as otherwise established by the Committee. The Committee may permit a Participant to make separate distribution elections with respect to subaccounts within the Participant’s Account.

II.3. Account Balance Plan – means an “account balance plan” as defined in Treasury Regulation §1.409A-1(c)(2)(i)(A) (whether elective or non-elective in nature) maintained by the Corporation or an Affiliate, including without limitation, this Plan (including amounts payable under the Appendices hereto), the EDO Nonqualified Deferred Compensation Plan (I and II) and the Corporation’s deferred vacation and paid time off obligations.

II.4. Affiliate – means an entity, other than the Corporation, that would be treated as a single employer with the Corporation under sections 414(b) and (c) of the Code and accompanying regulations.

II.5. AJRD BRP – means the 2009 Benefits Restoration Plan for the Aerojet Rocketdyne 401(k) Plan, effective as of January 1, 2009, as amended from time to time.

II.6. Beneficiary – means a person entitled to receive Plan benefits in the event of the death of a Participant.

II.7. Code – means the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.

II.8. Code Limits – means contribution limits under any of section 401(a)(17), 401(k)(3), 402(g) or 415 of the Code.

II.9. Committee – means the Employee Benefits Committee of the Corporation. Reference herein to the Committee shall include any person or committee to whom the Committee has delegated any of its authority pursuant to Section 7.2, to the extent of such delegation.

II.10. Compensation Committee – means the Compensation Committee of the Board of Directors of the Corporation. Reference herein to the Compensation Committee shall include any person or committee to whom the Compensation Committee has delegated any of its authority pursuant to Section 7.2, to the extent of such delegation.

II.11. Compensation Deferral – means a deferral under the Plan equal to (i) Eligible Compensation that would have been contributed to the Retirement Plan as an elective deferral had Code Limits not applied and (ii) the matching contribution related thereto.

II.12. Corporation – means L3Harris Technologies, Inc., a Delaware corporation, or any successor thereto.

II.13. Designated New Hire – means an employee of the Corporation or an Affiliate who (i) is a new hire; (ii) at the time of his or her hire has attained the Threshold Compensation Rate and has a job level of XL1 or above, or a job level that is treated by the Corporation as the equivalent of job level XL1 or above (or such other job level determined by the Committee in its discretion); and (iii) was not, at any time during the 24-month period ending on the date on which he or she is hired, eligible to participate in an Account Balance Plan (irrespective of whether such employee in fact elected to participate in such plan). For this purpose, an employee is not eligible to participate in an Account Balance Plan solely on account of the accrual of interest or earnings on amounts previously deferred thereunder.

II.14. Election Form – means the form prescribed by the Committee which is completed by a Participant pursuant to Section 3.2 (which may be in written or electronic form). The Committee shall specify in the Election Form any limitations with respect to the percentage of the

employee’s compensation that may be deferred in the aggregate under the Retirement Plan and Plan.

◦The Committee in its discretion may permit a Participant to make separate elections under the Plan with respect to his or her Eligible Compensation for a Plan Year that is bonus or incentive compensation (in its entirety or a particular category thereof, as determined by the Committee) and his or her Eligible Compensation for the Plan Year that is not such bonus or incentive compensation.

II.15. Eligible Compensation – means “Compensation” as defined in the Retirement Plan, except that the dollar limitation imposed on tax-qualified plans under section 401(a)(17) of the Code shall not apply.

II.16. ERISA – means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any regulations promulgated thereunder.

II.17. Grandfathered Eligible Employee – means a Grandfathered Legacy Employee and/or a Grandfathered AJRD Employee; provided, however, that in each case, such an employee shall cease to be a Grandfathered Eligible Employee (i) upon his or her termination of employment with the Corporation and its Affiliates, notwithstanding any future rehire of the employee or (ii) in the event the employee meets the Threshold Compensation Rate and Threshold Job Level for any Plan Year following the 2023 Plan Year (in the case of a Grandfathered Legacy Employee) or following the 2024 Plan Year (in the case of a Grandfathered AJRD Employee).

◦A Grandfathered Legacy Employee is an employee of the Corporation or its Affiliate who (i) was eligible to make Compensation Deferrals under the Plan for the 2022 Plan Year (irrespective of whether the employee in fact made Compensation Deferrals during such year); (ii) is permitted to make Compensation Deferrals under the Plan for the 2023 Plan Year even though such employee does not meet the Threshold Compensation Rate and/or Threshold Job Level for the 2023 Plan Year; and (iii) in fact makes Compensation Deferrals under the Plan for the 2023 Plan Year, which employee shall be eligible to make Compensation Deferrals under the Plan for subsequent Plan Years, irrespective of whether such employee attains the Threshold Compensation Rate and Threshold Job Level for the applicable Plan Year.

◦A Grandfathered AJRD Employee is an employee of the Corporation or its Affiliate who (i) was eligible to defer compensation under the AJRD BRP for the 2023 Plan Year (irrespective of whether the employee in fact deferred compensation during such year); (ii) is permitted to make Compensation Deferrals under the Plan for the 2024 Plan Year even though such employee does not meet the Threshold Compensation Rate and/or Threshold Job Level for the 2024 Plan Year; and (iii) in fact makes Compensation Deferrals under the Plan for the 2024 Plan Year, which employee shall be eligible to make Compensation Deferrals under the Plan for subsequent Plan Years, irrespective of whether such employee attains the Threshold Compensation Rate and Threshold Job Level for the applicable Plan Year.

II.18. Investment Committee – means the Investment Committee of the Corporation. Reference herein to the Investment Committee shall include any person or committee to whom the

Investment Committee has delegated any of its authority pursuant to Section 7.2, to the extent of such delegation.

II.19. L3 SSP II – means the L3 Technologies, Inc. Supplemental Savings Plan II, effective January 1, 2018, as amended from time to time.

II.20. Participant – means an employee of the Corporation or an Affiliate who satisfies the requirements of Section 3.1 and, if applicable, files an Election Form.

II.21. Plan – means this L3Harris Excess Retirement Savings Plan, which was most recently amended and restated effective June 1, 2024, as amended from time to time.

II.22. Plan Year – means the calendar year.

II.23. Prior Harris SERP – means the Harris Corporation Supplemental Executive Retirement Plan, effective as of March 1, 2003, as amended from time to time, and under which contributions ceased effective December 31, 2004. References herein to the Prior Harris SERP mean deferrals thereunder that were earned and vested as of December 31, 2004 (and earnings thereon). References herein to the Prior Harris SERP do not include deferrals thereunder that were not earned and vested as of December 31, 2004 (and earnings thereon), which were transferred from the Prior Harris SERP to this Plan in connection with the original adoption of this Plan.

II.24. Retirement Plan – means the L3Harris Retirement Savings Plan, as amended from time to time.

II.25. Separation from Service – means a termination of employment with the Corporation and its affiliates within the meaning of Treasury Regulation §1.409A-1(h) (without regard to any permissible alternative definition thereunder). Notwithstanding any other provision herein, “affiliate” for purposes of determining whether a Participant has incurred a “Separation from Service” shall be defined to include all entities that would be treated as part of the group of entities comprising the Corporation under sections 414(b) and (c) of the Code and accompanying regulations, but substituting a 50% ownership level for the 80% ownership level set forth therein.

II.26. Specified Employee – shall have the meaning set forth in the L3Harris Technologies, Inc. Specified Employee Policy for 409A Arrangements, as amended from time to time, or any successor thereto, which policy hereby is incorporated herein.

II.27. Spouse – means a person who is legally married to a Participant under the laws of any domestic or foreign jurisdiction that has the legal authority to sanction marriages. For the avoidance of doubt, the term “Spouse” shall not include a person who, with a Participant, is in a domestic partnership, civil union or other similar formal relationship recognized by applicable law that is not a marriage.

II.28. Testing Failure Matching Deferral – means a deferral under the Plan equal to a matching contribution that would have been made to the Retirement Plan had section 401(m)(2)(A) or 415

of the Code not limited the matching contributions made thereunder. For the avoidance of doubt, “Testing Failure Matching Deferrals” shall not include matching contributions which are classified as “Compensation Deferrals” or “True Up Matching Deferrals” under the Plan, which are subject to the terms thereof.

II.29. Threshold Compensation Rate – means an ABBR that equals or exceeds $190,000 (or such other amount determined by the Committee in its sole discretion).

II.30. Threshold Job Level – means a job level of L6 or above, or a job level that is treated by the Corporation as the equivalent of job level L6 or above (or such other job level determined by the Committee in its sole discretion).

II.31. True Up Matching Deferral – means a deferral under the Plan for a Plan Year equal to the True Up Amount, as adjusted for earning and losses through December 31 of such Plan Year, calculated as if the True Up Amount had been credited to the Account on the first pay date following the Limitations Date. For this purpose, the “True Up Amount” means the difference between (i) the matching contribution that would have been made to the Retirement Plan for such Plan Year had section 401(a)(17) of the Code not limited the matching contribution made thereunder and (ii) the matching contribution that was actually made to the Retirement Plan for such Plan Year. The “Limitations Date” is the first pay date during the Plan Year that the Participant’s matching contribution to the Retirement Plan was limited by section 401(a)(17) of the Code.

◦

ARTICLE III – ELIGIBILITY AND PARTICIPATION

III.1. Eligibility. An employee of the Corporation or an Affiliate shall be eligible to participate in the Plan for a Plan Year if (i) the employee is a participant in the Retirement Plan during the applicable Plan Year and the requirements set forth in (a), (b) or (c) below, as applicable, are satisfied or (ii) the Committee, in its sole discretion, designates the employee as eligible to participate in the Plan for the applicable Plan Year and the employee is a member of a select group of management or highly compensated employees (within the meaning of ERISA). Notwithstanding the foregoing, an employee of the Corporation or an Affiliate shall not be eligible to participate in the Plan if the employee has waived in writing participation in the Plan.

(a)Compensation Deferrals. An employee shall be eligible to have Compensation Deferrals made under the Plan on his or her behalf for a Plan Year if (i) the employee is a Grandfathered Eligible Employee; (ii) as it relates to the Plan Year during which the employee is hired, the employee is a Designated New Hire; or (iii) the employee has attained the Threshold Compensation Rate and Threshold Job Level as of the October 31 prior to the commencement of the Plan Year, or in the case of an employee who is hired or promoted no later than the November 15 thereafter, no later than the November 15 prior to the commencement of the Plan Year. In the case of clause (iii) hereof, the Committee or its delegate in its sole discretion may adjust the October 31 and November 15 deadlines set forth therein (generally or with respect to any particular employee), provided that the applicable Election Form is submitted in accordance

with Section 3.2(b). Notwithstanding the foregoing, the determination as to whether employees of Aerojet Rocketdyne Holdings, Inc. and its subsidiaries have attained the Threshold Compensation Rate and Threshold Job Level as it relates to Plan eligibility for the 2024 Plan Year shall be made considering their status as of December 4, 2023.

▪In the event that a Participant ceases to satisfy the Threshold Compensation Rate and/or Threshold Job Level in the middle of a Plan Year, Plan deferrals on behalf of such Participant shall cease with respect to Eligible Compensation earned during the Plan Year subsequent to the Plan Year during which the Participant ceased to meet such threshold (i.e., there is no mid-year change in eligibility).

(b)Testing Failure Matching Deferrals. An employee shall be eligible to have Testing Failure Matching Deferrals made under the Plan on his or her behalf for a Plan Year if, as of the date that the Testing Failure Matching Deferral is to be allocated, (i) the employee’s ABBR is at least equal to the Threshold Compensation Rate and (ii) the employee meets the Threshold Job Level.

(c)True Up Matching Deferrals. An employee shall be eligible to have a True Up Matching Deferral made under the Plan on his or her behalf for a Plan Year if Compensation Deferrals were made on behalf of such employee during such Plan Year.

III.2. Participation with respect to Compensation Deferrals.

(a)In General. An eligible employee may have Compensation Deferrals made on his or her behalf for a Plan Year by submitting to the Committee an Election Form specifying (i) the percentage of the employee’s Eligible Compensation to be deferred in the aggregate under the Retirement Plan and Plan for the Plan Year, with such deferrals being made to the Plan only to the extent that such deferrals cannot be made to the Retirement Plan due to Code Limits, (ii) the form in which the Participant’s Compensation Deferrals for the Plan Year (as adjusted for earnings or losses thereon) shall be distributed and (iii) the treatment of his or her Compensation Deferrals for the Plan Year (as adjusted for earnings or losses thereon) in the event of a Change in Control. Subject to any provision of an Appendix to the contrary, a Participant who has elected to have Compensation Deferrals made on his or her behalf, but who fails to elect on a timely basis a form of distribution with respect to such deferrals (and earnings or losses thereon) for a particular Plan Year or the treatment of such deferrals (and earnings or losses thereon) in the event of a Change in Control, shall be deemed to have elected, respectively, (i) a single sum and (ii) distribution in a single sum at the time determined by the Corporation within sixty (60) days following the date of the Change in Control.

◦ (b) Submission of Election Form. An Election Form must be completed and submitted to the Committee in accordance with procedures prescribed by the Committee, but prior to the commencement of the Plan Year during which the Eligible Compensation is earned. Notwithstanding the foregoing, a Designated New Hire whose election doesn’t meet the conditions of the immediately preceding sentence may participate in the Plan for a Plan Year by submitting an Election Form within thirty (30) days after his or her hire date; provided, however, that (i) any such election to defer Eligible Compensation other than bonus or incentive

compensation shall be given effect as of the second payroll occurring after the date of such election and (ii) any such election to defer Eligible Compensation that is bonus or incentive compensation shall apply solely to that portion of the bonus or incentive compensation equal to the total bonus or incentive compensation multiplied by the ratio of the number of days remaining in the performance period subsequent to the date of such election over the total number of days in the performance period.

◦ (c) Irrevocability of Elections. Subject to Appendices A, B and C, a Participant’s elections set forth in an Election Form shall become irrevocable as of the latest date on which such elections may be made pursuant to Section 3.2(b).

◦(d) Insufficient Election. Notwithstanding the foregoing provisions of this Section 3.2 or any other provision in the Plan, an employee’s deferral election under the Plan for a Plan Year will be void and of no effect if, considering the employee’s deferral percentage (as set forth on the Election Form) and ABBR at the time the deferral election is made, the projected Compensation Deferral under the Plan for the Plan Year is zero.

III.3. Participation with respect to Testing Failure Matching Deferrals. An eligible employee automatically shall participate in the Plan in connection with, and need not submit an election form related to, Testing Failure Matching Deferrals with respect to a Plan Year. Testing Failure Matching Deferrals (as adjusted for earnings or losses thereon) for a particular Plan Year shall be distributed in accordance with the form of distribution and Change in Control elections applicable to the Participant’s Compensation Deferrals for the same Plan Year as the Testing Failure Matching Deferrals, or if no such election is in place, in accordance with the default distribution rules set forth in the last sentence of Section 3.2(a).

III.4. Participation with respect to True Up Matching Deferrals. An eligible employee automatically shall participate in the Plan in connection with, and need not submit an election form related to, True Up Matching Deferrals with respect to a Plan Year. True Up Matching Deferrals (as adjusted for earnings or losses thereon) for a particular Plan Year shall be distributed in accordance with the form of distribution and Change in Control elections applicable to the Participant’s Compensation Deferrals for the same Plan Year.

ARTICLE IV – ALLOCATIONS

IV.1. Compensation, Testing Failure Matching and True Up Matching Deferrals. Any Compensation Deferral elected by a Participant for a Plan Year, or Testing Failure Matching Deferral automatically made on behalf of a Participant for a Plan Year, shall be credited to the Participant’s Account as of the same time as such amount would have been contributed to the Retirement Plan but for the existence of Code Limits. A True Up Matching Deferral shall be credited to the Participant’s Account as of the first business day of February following the Plan Year with respect to which the deferral is being credited.

IV.2. Additional Participant Deferral. In addition to any Compensation Deferral made pursuant to Section 3.2 for a Plan Year, the Committee, in its sole discretion, may permit a Participant to elect to defer under this Plan for a Plan Year a portion of his or her compensation to be earned

during such year by completing an election form prescribed by the Committee. Deferral of such amount shall not be contingent upon the attainment of Code Limits. The crediting of such amount to the Participant’s Account, and the Participant’s elections in connection therewith, shall be made in accordance with procedures established by the Committee and the requirements of section 409A of the Code.

IV.3. Equity Award Deferral. To the extent that any award or payment under any equity incentive plan maintained by the Corporation or its Affiliate is to be deferred under this Plan pursuant to action of the Compensation Committee, the amount which is so deferred shall be credited to the Account of the affected Participant at the time determined by the Compensation Committee. The crediting of such amount, and any elections by the Participant in connection therewith (if available), shall be made in accordance with procedures established by the Committee and the requirements of section 409A of the Code.

IV.4. Special Awards. The Committee, in its sole discretion, at any time may grant a special award under this Plan to any Participant, and an amount equal to the award shall be credited to the Participant’s Account at the time determined by the Committee. The crediting of such award, and any elections by the Participant in connection therewith (if available), shall be made in accordance with procedures established by the Committee and the requirements of section 409A of the Code.

ARTICLE V– ACCOUNTS AND INVESTMENT

V.1. Establishment of Accounts. An Account shall be established on the books of the Corporation in the name and on behalf of each Participant. A Participant’s Account shall be credited in an amount equal to (i) Compensation, Testing Failure Matching and True Up Matching Deferrals made on behalf of a Participant pursuant to Section 4.1, (ii) additional Participant deferrals pursuant to Section 4.2, (iii) deferrals pursuant to Section 4.3 in connection with equity awards, (iv) special awards granted pursuant to Section 4.4, (v) amounts merged into the Plan from the Prior Harris SERP, the L3 SSP II or the AJRD BRP and (vi) any deemed investment gains and losses determined pursuant to Section 5.2.

V.2. Account Investment.

(a)In General. Each Participant’s Account shall be credited with earnings and losses experienced by the investment funds elected by such Participant, in accordance with rules and procedures established by the Committee, from among the investment funds designated by the Investment Committee from time to time. During any period in which no investment election with respect to a Participant’s Account, or portion thereof, is on file with the Committee, the Participant’s Account, or portion thereof, as applicable, shall be deemed to be invested in an age-appropriate LifeCycle Fund (or such other investment fund designated by the Investment Committee from time to time). The investment funds shall be used to measure earnings and losses to be credited to Participant Accounts, but no provision of the Plan shall require the Corporation to actually invest any amounts in the investment funds elected by Participants.

(b)L3Harris Stock. If the L3Harris Stock Fund is designated by the Investment Committee as an investment fund hereunder, and except as otherwise determined by the Investment Committee, (i) a Participant may not elect a deemed investment in the L3Harris Stock Fund of more than 20% of the deferrals newly made on his or her behalf under the Plan and (ii) a Participant may not, pursuant to a change in an investment election, cause more than 20% of the Participant’s Account to be deemed to be invested in the L3Harris Stock Fund. If a Participant who is a director or officer of the Corporation within the meaning of Rule 16a-1(f) under section 16 of the Securities Exchange Act of 1934, as amended, elects to have his or her Account credited with earnings and losses experienced by the L3Harris Stock Fund (if an available investment fund hereunder), then, unless otherwise directed by the Investment Committee with respect to all such directors and officers, such an election with respect to amounts credited during any calendar quarter to such Participant’s Account shall be an election to have those amounts deemed to be invested in the Stable Value Fund (or such other investment fund designated by the Investment Committee from time to time) until the first business day of the following calendar quarter and on such day shall be an election to have those amounts deemed to be invested in the L3Harris Stock Fund.

(c)Investment Election to Remain in Effect. A Participant’s investment election shall remain in effect until the Participant changes it. Investment election changes shall be subject to such limitations as the Committee from time to time may impose (including restrictions on investment election changes that apply solely to a particular investment fund and restrictions designed to insure compliance with securities or other laws).

(d)Timing of Investment Return. A Participant’s Account shall be credited periodically with amounts equal to the gains and losses that would have been realized by the Corporation if the Account had been invested as it is deemed to be invested.

ARTICLE VI – VESTING AND DISTRIBUTION

VI.1. Vesting. Amounts credited to a Participant’s Account pursuant to Section 4.1 (as adjusted for deemed earnings and losses pursuant to Section 5.2) shall become vested at the same time and to the same extent as the Participant’s corresponding contributions to the Retirement Plan become vested. Amounts credited to a Participant’s Account pursuant to Section 4.2 (as adjusted for deemed earnings and losses pursuant to Section 5.2) shall be fully vested and nonforfeitable at all times. Amounts credited to a Participant’s Account pursuant to Section 4.3 or Section 4.4 (as adjusted for deemed earnings and losses pursuant to Section 5.2, to the extent applicable) shall become vested as determined by the Compensation Committee or Committee, respectively.

VI.2. Time of Distribution.

◦ (a) In General. Subject to Sections 6.2(b), 6.4 and 6.5 and the Appendices hereto, and except as otherwise provided by the Committee in connection with any award or amount under the Plan in accordance with the requirements of section 409A of the Code (to the extent applicable thereto), a Participant shall commence distribution of his or her vested Account in January of the calendar year immediately following the later of (i) the calendar year during

which the Participant attains age 55 and (ii) the calendar year during which the Participant Separates from Service.

◦ (b) Special Rule for Specified Employees. If a Participant is a Specified Employee as of the date of the Participant’s Separation from Service and is entitled to payment hereunder on account of such separation, no payment of the Participant’s vested Account under the Plan (including in connection with a Change in Control) shall be made before the date which is six months after the date of the Separation from Service (or, if earlier than the end of such six-month period, the date of the Participant’s death). Except as otherwise provided in an Appendix hereto, any payment delayed pursuant to the immediately preceding sentence shall be paid in a single sum during the seventh calendar month following the calendar month during which the Participant Separates from Service.

VI.3. Form of Distribution. Subject to Appendices A, B and C, and except as otherwise provided by the Committee in connection with any award or amount under the Plan in accordance with the requirements of section 409A of the Code (to the extent applicable thereto), a Participant may elect to receive distribution of his or her vested Account in any one of the following forms:

(1)a single sum;

(2)installments over a three-year period;

(3)installments over a five-year period;

(4)installments over a seven-year period;

(5)installments over a ten-year period; or

(6)installments over a fifteen-year period.

Distribution will be in the form of cash. Installment payments shall be made annually. Subject to Appendices A, B and C, a Participant’s election with respect to the form of distribution of his or her vested Account shall be irrevocable.

VI.4. De Minimis Amounts. Notwithstanding Sections 6.2(a) and 6.3 or any Appendix or other provision herein to the contrary, but subject to Section 6.2(b), if at the time of the Participant’s Separation from Service, the aggregate of (i) the Participant’s vested Account and (ii) the Participant’s vested interest in any other Account Balance Plan does not exceed the applicable dollar amount under section 402(g)(1)(B) of the Code at such time, then the Participant’s vested Account and the Participant’s vested interest in such other Account Balance Plan shall be distributed in a single sum during the calendar month following the calendar month during which the Participant Separates from Service.

VI.5. Death. Subject to Appendix A, if a Participant shall die before his or her entire vested Account is distributed, then the remaining vested Account shall be paid in a lump sum, as soon as administratively practicable but no later than December 31 of the calendar year following the

calendar year of the Participant’s death, to the Beneficiary or Beneficiaries designated by the Participant in the manner prescribed by the Committee. A Participant may revoke or change his or her Beneficiary designation at any time by filing a new Beneficiary designation with the Committee during his or her lifetime. If a Participant does not designate a Beneficiary under the Plan or if no designated Beneficiary survives the Participant, then the Participant’s vested Account shall be distributed to the Beneficiary or Beneficiaries entitled to his or her accounts under the Retirement Plan (or who would be so entitled if the Participant had Retirement Plan accounts).

VI.6. Change in Control. Notwithstanding any provision to the contrary in the Plan, in the event of a Change in Control that occurs on or after January 1, 2020, a Participant’s Account (including that attributable to the Appendices hereto) shall become fully vested. In addition, subject to the Appendices hereto, in the event of a Change in Control that qualifies as a “change in control event” within the meaning of Treasury Regulation §1.409A-3(i)(5), a Participant’s vested Account either (i) shall be distributed to such Participant in a single sum at the time determined by the Corporation within sixty (60) days following the date of the Change in Control or (ii) shall be transferred to (or retained in) a grantor trust established by the Corporation and distributed at the same time and in the same form as such Account would have been distributed if a Change in Control had not occurred, as determined by the Change in Control elections made (or deemed to have been made) by the Participant pursuant to Section 3.2(a) (or as otherwise determined by the Committee in connection with any award or amount under the Plan in accordance with the requirements of section 409A of the Code (to the extent applicable thereto)). In the event of a Change in Control that does not qualify as a “change in control event” within the meaning of Treasury Regulation §1.409A-3(i)(5), a Participant’s vested Account shall be transferred to (or retained in) a grantor trust established by the Corporation and distributed at the same time and in the same form as such Account would have been distributed if a Change in Control had not occurred. In the case of a Change in Control that occurs on or after January 1, 2020, the grantor trust described in this Section 6.6 must be irrevocable as of the date of the Change in Control.

◦For the avoidance of doubt, except in the event of a Change in Control that occurs on or after January 1, 2020, neither this Section 6.6 nor any other provision of the Plan shall obligate the continued maintenance of a grantor trust with respect to the Plan, and the Corporation may revoke any grantor trust it may establish for any reason and at any time in accordance with the provisions of such trust. In the event of any such revocation, the Corporation shall satisfy from its general assets any Plan benefit that becomes due.

◦The provisions of this Section 6.6, paragraph 7 of Appendix A and paragraph 6 of Appendix B may not be amended on or after the date of a Change in Control that occurs on or after January 1, 2020 without the written consent of a majority of the Impacted Participants. For this purpose an “Impacted Participant” is an individual whose benefit under the Plan is materially and adversely impacted by the proposed amendment and who both (i) has an Account under the Plan on the date of the proposed amendment and (ii) had an Account under the Plan on the date of the Change in Control.

VI.7. Withholding for Taxes. The Corporation shall have the right to deduct any federal, state, local or other income, employment or other taxes required by law to be withheld with respect to any amounts deferred or paid under the Plan, and to withhold such amounts from any other compensation or payment due the Participant (or his or her Beneficiary).

VI.8. Acceleration or Delay of Payments. The Committee, in its sole and absolute discretion, may accelerate or delay the time of payment of a benefit owed to a Participant or Beneficiary under the Plan, to the extent permissible by applicable law.

VI.9. Reemployment. Subject to Appendix A, the reemployment by the Corporation or an Affiliate of a separated Participant whose Account is being distributed in the form of installments shall not change the time or form of payment of the Participant’s unpaid vested Account, which unpaid vested Account will continue to be paid in installments in accordance with the distribution schedule in effect immediately prior to the Participant’s reemployment.

ARTICLE VII– ADMINISTRATION

VII.1. Authority of Committee. The Plan shall be administered by the Committee. The Committee shall, in its sole discretion, have the complete authority to interpret the Plan, to adopt rules for carrying out the purposes of the Plan and to make all other determinations necessary or advisable for the administration of the Plan. To the extent practicable and consistent with section 409A of the Code (as it relates to the portion of the Plan subject thereto), the Plan shall be administered in a manner consistent with the administration of the Retirement Plan. Any decision with respect to, or interpretation of, any provision of the Plan made by the Committee shall be final and conclusive, and shall be binding on all Participants, their Beneficiaries and any other person. Benefits under the Plan shall be paid only if the Committee decides, in its sole discretion, that the Participant or Beneficiary is entitled to them. A Participant who has any authority to make Plan administrative decisions may not participate in any such decision that may affect his or her rights or obligations under the Plan, unless the decision affects all Participants.

VII.2. Delegation of Authority. Each of the Compensation Committee, the Committee and the Investment Committee may delegate any of its responsibilities, powers and duties under the Plan to any person or committee. The Compensation Committee, the Committee and the Investment Committee (or any delegate of such committee) may employ such attorneys, agents and advisors as such committee (or such delegate) may deem necessary or advisable to assist it in carrying out its duties hereunder.

VII.3. Liability. No member of the Compensation Committee, the Committee or the Investment Committee (and no person who is an employee of the Corporation or its Affiliate, or committee, to whom any such committee has delegated any of its responsibilities, powers and duties under the Plan) shall be liable for, and the Corporation hereby indemnifies such members, persons or committees with respect to the effects and consequences of, any action or failure to act under the Plan in an official capacity, except where such action or failure to act was due to willful or gross misconduct or criminal acts. This indemnity shall not preclude such further indemnities as may

be available under insurance purchased by the Corporation or provided by the Corporation under any bylaw, agreement or otherwise (if any), to the extent such indemnities are permitted by law.

VII.4. Claims Procedure. If any Participant or Beneficiary believes he or she is entitled to benefits under the Plan in an amount greater than those which he or she is receiving or has received, he or she (or his or her duly authorized representative) may file a claim with the Committee. Any such claim shall be processed in accordance with, and subject to, the claims procedure set forth in the Retirement Plan, which is incorporated herein by reference. The Committee’s final claim decisions shall be final and binding on all parties. No legal action for benefits under the Plan shall be brought unless and until the claimant has exhausted the claims procedure referenced in this Section 7.4. In any such legal action, the claimant only may present evidence and theories which the claimant presented during the claims procedure, and the claimant agrees that any other evidence or theories are irrevocably waived.

VII.5. Statute of Limitations for Actions under the Plan. Except for actions to which any statute of limitations prescribed by ERISA applies, (a) no legal or equitable action relating to a claim for benefits under section 502 of ERISA with respect to the Plan may be commenced later than one (1) year after the date the claimant receives a final decision from the Committee in response to the claimant’s request for review of an adverse benefit determination and (b) no other legal or equitable action involving the Plan may be commenced later than two (2) years after the date the person bringing the action knew, or had reason to know, of the circumstances giving rise to the action. This provision shall not bar the Plan or the Corporation from recovering, in compliance with section 409A of the Code (to the extent applicable thereto) or other applicable law, overpayments of benefits or other amounts incorrectly paid to any person under the Plan at any time or bringing any legal or equitable action against any party.

ARTICLE VIII – GENERAL PROVISIONS

VIII.1. Amendment and Termination. Subject to Section 6.6, at any time the Committee may amend the Plan. In addition, (i) at any time the chief human resources officer of the Corporation may terminate the Plan (in its entirety or in part), and (ii) at any time the Committee may terminate the Plan with respect to Participants who have experienced a “change in control event” within the meaning of Treasury Regulation §1.409A-3(i)(5). To the extent consistent with the rules relating to plan termination and liquidation under section 409A of the Code, to the extent applicable, the chief human resources officer of the Corporation or Committee, as applicable, may provide that following the termination of the Plan (or portion thereof), each impacted Participant or Beneficiary shall receive a single sum payment in cash equal to the balance of his or her vested Account. The single sum payment shall be made within sixty (60) days following the date the Plan (or portion thereof) is terminated and shall be in lieu of any other benefit which may be payable to the Participant or Beneficiary under the Plan. Unless so distributed, in the event of a Plan termination, the Corporation shall continue to maintain Participant Accounts until distributed pursuant to the terms of the Plan. Notwithstanding the foregoing, no amendment or termination of the Plan shall reduce or cancel any vested amount credited to any Participant’s Account.

VIII.2. Anti-Alienation. A Participant’s or Beneficiary’s rights and interest under the Plan may not be sold, transferred, assigned, pledged, garnished, encumbered, alienated or attached except by will or the laws of descent and distribution. Any other purported sale, transfer, assignment, pledge, garnishment, encumbrance, alienation or attachment of any payments or benefits under the Plan shall not be permitted or recognized and shall be void.

VIII.3. Funding. The Corporation may, but except as provided in Section 6.6 or paragraph 7 of Appendix A is not required to, establish a trust to fund the amounts credited to Accounts under the Plan, provided that the assets in such trust shall be subject to the claims of the Corporation's general creditors in the event of insolvency. Participants and Beneficiaries shall have no interest in any fund or specific asset of the Corporation. The rights of each Participant and Beneficiary to any payments under the Plan shall be solely those of an unsecured general creditor of the Corporation. It is the Corporation’s intention that the Plan be unfunded for federal income tax purposes and for purposes of Title I of ERISA.

VIII.4. Recordkeeping Fees. As a condition to participation in the Plan, each eligible employee shall agree that recordkeeping fees incurred in connection with the maintenance of the Plan shall be satisfied, as determined by the Corporation, by debit from Participant or Beneficiary Plan distributions, direct payment by the Participant or Beneficiary (through withholding from other compensation or otherwise) or by such other means determined by the Corporation, unless the Corporation or an Affiliate in its discretion elects to pay such fees.

VIII.5. Mistaken Payment. No Participant or Beneficiary shall have a right to any payment made in error or in contravention of the terms of the Plan, the Code, ERISA or other applicable law. The Corporation shall have the full right to recover any such mistaken payment, and the right to recover attorney’s fees and other costs incurred with respect to such recovery. Recovery shall be made from future Plan payments, or by any other legally permissible means.

VIII.6. Inability to Locate Participant or Beneficiary. If, as of the Latest Payment Date, the Corporation is unable to make payment of all or a portion of a Participant’s Account to such Participant or his or her Beneficiary, as applicable, because the whereabouts of such person cannot be ascertained (notwithstanding the mailing of notice to any last known address or addresses and the exercise by the Committee of other reasonable diligence), then the portion of the Participant’s Account with respect to which payment is due shall be forfeited. For this purpose, the “Latest Payment Date” shall be the latest date on which a Participant’s Account, or portion thereof, as applicable, may be paid to the Participant or the Beneficiary, as applicable, without the imposition of taxes and other penalties under section 409A of the Code.

VIII.7. Severability. If any provision of the Plan is found illegal or invalid by any court having proper jurisdiction, then such provision shall be construed by such court to reflect most nearly the Corporation's original intent in adopting the Plan, consistent with applicable law, and the illegality or invalidity shall not affect the remaining provisions of the Plan, which shall continue to be fully effective.

VIII.8. Not a Contract of Employment. The Plan shall not constitute a contract of employment or in any manner obligate the Corporation or an Affiliate to continue the

employment of any employee or the terms of any such employment (including compensation and benefits).

VIII.9. Successors and Assigns. The provisions of the Plan shall bind and inure to the Corporation and its successors and assigns, as well as each Participant and Beneficiary.

VIII.10. Applicable Law. The Plan and all rights hereunder shall be governed by and construed in accordance with the laws of the State of Florida (without regard to principles of conflicts of law) to the extent such laws have not been preempted by applicable federal law. Venue for any action arising under the Plan shall be in Brevard County, Florida.

VIII.11. Compliance with Section 409A of the Code. Except as otherwise set forth in Appendix A, this Plan shall be subject to, and is intended to comply with, section 409A of the Code and shall be administered and interpreted accordingly. In the event that the Plan does not comply with section 409A of the Code, the Corporation shall have the authority to amend the terms of the Plan (which amendment may be retroactive to the extent permitted by section 409A of the Code and may be made by the Corporation without the consent of any Participant or Beneficiary) to avoid the imposition of taxes, interest and other penalties under section 409A of the Code, to the extent possible. Notwithstanding the foregoing, no particular tax result for any Participant or Beneficiary in connection with participation in the Plan is guaranteed, and the Participant or Beneficiary solely shall be responsible for any taxes, interest, penalties or other losses or expenses incurred by the Participant or Beneficiary in connection with such participation.

VIII.12. Legal Fees. Any award of legal fees in connection with an action involving the Plan shall be calculated pursuant to a method that results in the lowest amount of fees being paid, which amount shall be no more than the amount that is reasonable. In no event shall legal fees be awarded for work related to (a) administrative proceedings under the Plan; (b) unsuccessful claims brought by a Participant or any other person; or (c) actions that are not brought under ERISA. In calculating any award of legal fees, there shall be no enhancement for the risk of contingency, nonpayment or any other risk, nor shall there be applied a contingency multiplier or any other multiplier. In any action brought by a Participant or any other person against the Plan, the Committee, the Compensation Committee, the Investment Committee, the Corporation or an Affiliate or their respective affiliates or their and their affiliates’ respective officers, directors, trustees, employees, or agents (collectively, the “Plan Parties”), legal fees of the Plan Parties in connection with such action shall be paid by the Participant or other person bringing the action, unless the court specifically finds that there was a reasonable basis for the action.

IN WITNESS WHEREOF, the L3Harris Technologies, Inc. Employee Benefits Committee has caused this instrument to be executed by its duly authorized representative on this _1_day of June, 2024.



L3HARRIS TECHNOLOGIES, INC.
EMPLOYEE BENEFITS COMMITTEE

By:
Title:			Allison Oncel Senior Director, Global Benefits, Global Total Rewards

APPENDIX A

PRIOR HARRIS SERP BALANCES

This Appendix A constitutes part of the Plan and governs the portion of a Participant’s Account, if any, attributable to participation in the Prior Harris SERP (including any related earnings) (the “Grandfathered Balance”), which Prior Harris SERP was merged into this Plan effective as of December 31, 2019. In the event of an inconsistency between this Appendix A and the other provisions of the Plan, the provisions of this Appendix A shall govern in the case of the Grandfathered Balances. Each of the other provisions of the Plan shall be fully applicable to the Grandfathered Balances, except in the event of such an inconsistency. All capitalized terms used in this Appendix A and not otherwise defined herein shall have the meanings assigned to them by the Plan.

The Grandfathered Balances are intended to be “grandfathered” within the meaning of section 409A of the Code, and thus exempt from the requirements of section 409A of the Code, and the Plan shall be administered and interpreted accordingly. The merger of the Prior Harris SERP into this Plan, and the provisions of this Appendix A, are not intended and shall not be construed to constitute a “material modification” within the meaning of section 409A of the Code with respect to the Grandfathered Balances.

1.Vesting. All Grandfathered Balances are fully vested and nonforfeitable.

2.Time of Distribution. Subject to paragraph 4 of this Appendix A, a Participant shall commence distribution of his or her Grandfathered Balance in January of the calendar year immediately following the later of (i) the calendar year during which the Participant attains age 55 and (ii) the calendar year during which the Participant terminates employment with the Corporation and its Affiliates. The special rule for Specified Employees set forth in Section 6.2(b) of the Plan shall not apply to the Grandfathered Balance.

3.Form of Distribution

A.Timing of Election. A Participant may elect the form of distribution of his or her Grandfathered Balance by filing an election form with the Committee before October 1st of the calendar year in which such Participant terminates employment with the Corporation and its Affiliates, except that if a Participant terminates employment with the Corporation and its Affiliates on or after October 1st of a calendar year in connection with a Reduction in Force, then the Participant must elect the form of distribution before the end of such calendar year. A Participant may change a prior election regarding the form of distribution of his or her Grandfathered Balance by filing a new election form with the Committee at the time and in the manner permitted by the Committee, provided that such form is received by the Committee no later than a date determined by the Committee within the calendar year prior to the year in which such distribution was to be paid or commence pursuant to the Participant's prior election.

B.Installment Period. A Participant may elect to receive distribution of his or her Grandfathered Balance in any of the forms set forth in Section 6.3; provided, however, that the Participant may not elect such distribution in the form of installments over a three year period.

4.De Minimis Amounts. Notwithstanding any provision of the Plan to the contrary, if a Participant's Grandfathered Balance is less than $25,000 at the time of the Participant’s termination of employment, then the Participant’s Grandfathered Balance shall be distributed in a single sum as soon as reasonably practicable thereafter. If the Participant’s Grandfathered Balance is greater than or equal to $25,000 at the time of the Participant’s termination of employment, but is less than $25,000 at the time that the Participant later becomes entitled to a distribution, then the Participant’s Grandfathered Balance shall be distributed in a single sum as soon as reasonably practicable after the Participant becomes entitled to a distribution.

5.Reemployment. Installment payments of a Participant’s Grandfathered Balance shall cease upon such Participant's reemployment by the Corporation or an Affiliate. The remaining Grandfathered Balance shall be distributed to the Participant upon his or her subsequent termination of employment with the Corporation and its Affiliates in accordance with the Participant's most recent distribution election applicable to the Grandfathered Balance.

6.Death. If a Participant shall die before his or her entire Grandfathered Balance is distributed, then such remaining balance shall be paid at the time and in the manner such balance would have been paid to the Participant, to the Beneficiary or Beneficiaries designated by the Participant in the manner prescribed by the Committee. Any Beneficiary designation made by a Participant under the Prior Harris SERP shall remain in full force and effect and govern distribution of the Participant’s entire Plan Account unless revoked or changed by the Participant by filing a subsequent Beneficiary designation with the Committee under this Plan during his or her lifetime.

7.Change in Control. Notwithstanding any provision to the contrary in the Plan, in the event of a Change in Control (irrespective of whether the Change in Control qualifies as a “change in control event” within the meaning of Treasury Regulation §1.409A-3(i)(5)), a Participant's Grandfathered Balance either (i) shall be distributed to such Participant in a single sum as soon as practicable or (ii) shall be transferred to (or retained in) a grantor trust established by the Corporation and distributed at the same time and in the same form as the Participant’s Grandfathered Balance would have been distributed if a Change in Control had not occurred, as determined by the Change in Control election made by the Participant. In the case of a Change in Control that occurs on or after January 1, 2020, the grantor trust described in this paragraph 7 must be irrevocable as of the date of the Change in Control.

A Participant may change his or her Change in Control election by filing a new election form with the Committee at the time and in the manner permitted by the Committee,

provided that such election form is received by the Committee by the earlier of (i) October 1st of the calendar year before the year in which such Change in Control occurs and (ii) the last date the Committee, in its sole discretion, determines that the Participant was not likely to be aware that a Change in Control was pending.

For the avoidance of doubt, except in the event of a Change in Control that occurs on or after January 1, 2020, neither this provision nor any other provision of the Plan shall obligate the continued maintenance of a grantor trust with respect to the Plan, and the Corporation may revoke any grantor trust it may establish for any reason and at any time in accordance with the provisions of such trust. In the event of any such revocation, the Corporation shall satisfy from its general assets any Plan benefit that becomes due.

•APPENDIX B

L3 SSP II BALANCES

This Appendix B constitutes part of the Plan and governs the portion of a Participant’s Account, if any, attributable to participation in the L3 SSP II (including any related earnings) (the “L3 SSP II Balance”), which L3 SSP II was merged into this Plan effective as of December 31, 2019. In the event of an inconsistency between this Appendix B and the other provisions of the Plan, the provisions of this Appendix B shall govern in the case of the L3 SSP II Balances. Each of the other provisions of the Plan shall be fully applicable to the L3 SSP II Balances, except in the event of such an inconsistency. All capitalized terms used in this Appendix B and not otherwise defined herein shall have the meanings assigned to them by the Plan.

1.Vesting. The portion of a Participant’s L3 SSP II Balance attributable to his or her Deferral Account (as defined under the L3 SSP II immediately prior to its merger into this Plan), including any related earnings, shall be 100% vested and nonforfeitable at all times. The portion of a Participant’s L3 SSP II Balance attributable to his or her Matching Account or Supplemental Account (in each case as defined under the L3 SSP II immediately prior to its merger into this Plan), including any related earnings, shall become vested at the same time and to the same extent as the Participant’s matching contributions under the Retirement Plan become vested.

2.Time of Distribution. A Participant shall commence distribution of his or her L3 SSP II Balance as soon as practicable during the month of January or the month of July (whichever is earlier) next following the six month anniversary of the date on which the Participant Separates from Service. In the case distribution is to be made in installments, each subsequent installment shall be paid on the next succeeding anniversary date of the first installment payment until all installment payments have been made.

3.Form of Distribution. Subject to paragraph 4 of this Appendix B, a Participant may elect to receive distribution of his or her vested L3 SSP II Balance in any one of the following forms:

(1)a single sum;

(2)installments over a five-year period;

(3)installments over a ten-year period;

(4)installments over a fifteen-year period; or

(5)installments over a twenty year period.

Distribution will be in the form of cash. Installment payments shall be made annually.

If payment is to be made in installments, the amount of each installment shall equal the total L3 SSP II Balance as of the December 31 or June 30 that most immediately precedes the distribution date, divided by the number of remaining installments (including the installment being determined), with the final payment to be in an amount equal to the entire unpaid portion of the L3 SSP II Balance.

A Participant may, at the Committee’s discretion, elect to change the Participant’s form of distribution election with respect to his or her L3 SSP II Balance. Such election must be submitted in such form as the Corporation shall prescribe, and shall be effective only if it satisfies the following: (1) the election must be submitted to the Corporation in writing at least twelve months before the election is to be effective and (2) the election must result in deferral for a period of five years from the date distribution would otherwise have occurred or commenced. A series of payments made in installments shall be treated as a single payment for purposes of any such change in election.

4.De Minimis Amounts. Notwithstanding any form of distribution election or other provision of the Plan to the contrary, if a Participant's vested L3 SSP II Balance does not exceed $50,000 at the time the Participant Separates from Service, then the Participant’s L3 SSP II Balance shall be distributed in a single sum as soon as practicable during the month of January or the month of July (whichever is earlier) next following the six month anniversary of the date on which the Participant Separates from Service.

5.Beneficiary. Any Beneficiary designation made by a Participant under the L3 SSP II shall remain in full force and effect and govern distribution of the Participant’s entire Plan Account unless revoked or changed by the Participant by filing a subsequent Beneficiary designation with the Committee under this Plan during his or her lifetime.

6.L3 Change in Control. Notwithstanding any provision to the contrary in the Plan, in the event of an L3 Change in Control that occurs on or after January 1, 2020, a Participant's L3 SSP II Balance shall be fully vested and shall be distributed in one lump-sum payment within 60 days following the date of the L3 Change in Control. For purposes of this Appendix B, an “L3 Change in Control” shall mean a “Change in Control” as defined under the L3 SSP II immediately prior to its merger into this Plan. Section 6.6 of the Plan shall not apply to the L3 SSP II Balance, except as related to the full vesting of the L3 SSP II Balance in the event of a Change in Control that occurs on or after January 1, 2020.

•APPENDIX C

AJRD BRP BALANCES

This Appendix C, effective as of March 15, 2024, constitutes part of the Plan and governs the portion of a Participant’s Account, if any, attributable to participation in the AJRD BRP (including any related earnings) (the “AJRD BRP Balance”), which AJRD BRP was merged into this Plan effective as of March 15, 2024. In the event of an inconsistency between this Appendix C and the other provisions of the Plan, the provisions of this Appendix C shall govern in the case of the AJRD BRP Balances. Each of the other provisions of the Plan shall be fully applicable to the AJRD BRP Balances, except in the event of such an inconsistency. All capitalized terms used in this Appendix C and not otherwise defined herein shall have the meanings assigned to them by the Plan.

For purposes of this Appendix C, the portion of a Participant’s AJRD BRP Balance that is attributable to Plan Years prior to 2005 (including any related earnings) shall be referenced as the AJRD BRP Pre-2005 Balance, and the remainder of the Participant’s AJRD BRP Balance shall be referenced as the AJRD BRP 2005-2023 Balance.

1.Vesting. All AJRD BRP Balances are fully vested and nonforfeitable.

2.Time of Distribution. Subject to the remainder of this paragraph 2, a Participant may elect to receive distribution of his or her AJRD BRP 2005-2023 Balance upon either of the following dates:

(1)the Participant’s Separation from Service; or

(6)a specified date.

If a Participant elects to receive distribution of his or her AJRD BRP 2005-2023 Balance upon the Participant’s Separation from Service, the Participant shall commence distribution of his or her AJRD BRP 2005-2023 Balance on the first day of the seventh month following the Participant’s Separation from Service. If a Participant elects to receive distribution of his or her AJRD BRP 2005-2023 Balance upon a specified date, the Participant shall commence distribution of his or her AJRD BRP 2005-2023 Balance on such specified date; provided that, distribution of the Participant’s AJRD BRP 2005-2023 Balance shall only be made on such specified date if such specified date is subsequent to the Participant’s Separation from Service. If a Participant’s specified date election is not given effect under the immediately preceding sentence, then the Participant’s AJRD BRP 2005-2023 Balance shall be paid in accordance with the default timing of payment. The default timing of payment of AJRD BRP 2005-2023 Balances, which also shall be utilized if a Participant fails to make a distribution election in a validly executed and timely submitted election form, shall be on the first day of the seventh month following the Participant’s Separation from Service.

In the case distribution is to be made in installments, each subsequent installment shall be paid on the next succeeding anniversary date of the first installment payment until all installment payments have been made.

A Participant shall not have a distribution election with respect to his or her AJRD BRP Pre-2005 Balance, which shall be distributed on the first day of the seventh month following the Participant’s Separation from Service.

3.Form of Distribution. Subject to the remainder of this paragraph 3 and paragraph 5 of this Appendix C, a Participant may elect to receive distribution of his or her AJRD BRP 2005-2023 Balance in any one of the following forms:

(1)a single sum;

(7)installments over a five-year period; or

(8)installments over a ten-year period.

Installment payments shall be made annually. The default form of payment shall be in the form of a single sum if a Participant fails to elect otherwise in a validly executed and timely submitted election form.

A Participant shall not have a distribution election with respect to his or her AJRD BRP Pre-2005 Balance, which shall be distributed in a single sum.

Distribution will be in the form of cash.

4.Election Changes. A Participant may elect to change the Participant’s time and/or form of distribution election with respect to his or her AJRD BRP 2005-2023 Balance on a single occasion (which may be a change to the Participant’s time of distribution election, form of distribution election or both). Such election must be submitted in such form as the Corporation shall prescribe, and shall be effective only if it satisfies the following: (1) the election will not take effect until 12 months after the date on which the election is made, (2) the election must result in deferral for a period of at least five years from the date distribution would otherwise have occurred or commenced and (3) if the election relates to a payment to be made at a specified time, the election must be made at least twelve months prior to the date the first amount was scheduled for payment. A series of payments made in installments shall be treated as a single payment for purposes of any such change in election.

5.De Minimis Amounts. Notwithstanding any form of distribution election or other provision of the Plan to the contrary, if a Participant's AJRD BRP Balance is less than $15,000 at the time such amount initially becomes payable to such Participant under paragraph 2 of this Appendix C, then the Participant’s entire AJRD BRP Balance shall be distributed in a single sum at the time such amount would have been paid (or payment

would have commenced) in accordance with paragraph 2 of this Appendix C (i.e., the first day of the seventh month following the Participant’s Separation from Service or upon a specified date, as applicable).

6.Beneficiary. Any Beneficiary designation made by a Participant under the AJRD BRP shall remain in full force and effect and govern distribution of the Participant’s entire Plan Account unless revoked or changed by the Participant by filing a subsequent Beneficiary designation with the Committee under this Plan during his or her lifetime.

7.Change in Control. Section 6.6 of the Plan shall not apply to any AJRD BRP Balances.

Document

Exhibit 15

Acknowledgment of Independent Registered Public Accounting Firm

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

We are aware of the incorporation by reference of our report dated July 26, 2024, relating to the unaudited condensed consolidated interim financial statements of L3Harris Technologies, Inc. that is included in its Form 10-Q for the quarter ended June 28, 2024, in the following Registration Statements of L3Harris Technologies, Inc.:

Form S-8

No. 333-279040

L3Harris Technologies, Inc. 2024 Equity Incentive Plan

Form S-3

No. 333-270103

L3Harris Technologies, Inc. Debt Securities, Preferred Stock, Common Stock, Depositary Shares and Warrants

Form S-8

No. 333-268794

L3Harris Retirement Savings Plan

Form S-8

No. 333-232482

L3 Technologies, Inc. Amended and Restated 2008 Long Term Performance Plan; L3 Technologies, Inc. Master Savings Plan; and Aviations Communications & Surveillance Systems 401(k) Plan

Form S-8

No. 333-222821

Harris Corporation Retirement Plan

Form S-8

No. 333-192735

Harris Corporation Retirement Plan

Form S-8

No. 333-163647

Harris Corporation Retirement Plan

Form S-8

No. 333-75114

Harris Corporation Retirement Plan

Form S-8

No. 333-130124

Harris Corporation 2005 Equity Incentive Plan

Form S-8

No. 333-207774

Harris Corporation 2015 Equity Incentive Plan

/s/ Ernst & Young LLP

Orlando, Florida

July 26, 2024

Document

Exhibit 31.1

CERTIFICATION

I, Christopher E. Kubasik, Chair and Chief Executive Officer of L3Harris Technologies, Inc., certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of L3Harris Technologies, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: July 26, 2024	/s/ Christopher E. Kubasik
	Name:	Christopher E. Kubasik
	Title:	Chair and Chief Executive Officer

Document

Exhibit 31.2

CERTIFICATION

I, Kenneth L. Bedingfield, Senior Vice President and Chief Financial Officer of L3Harris Technologies, Inc., certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of L3Harris Technologies, Inc.;

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: July 26, 2024	/s/ Kenneth L. Bedingfield
	Name:	Kenneth L. Bedingfield
	Title:	Senior Vice President and Chief Financial Officer

Document

Exhibit 32.1

Certification

Pursuant to Section 1350 of Chapter 63 of Title 18 of the

United States Code as Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

In connection with the filing of the Quarterly Report on Form 10-Q of L3Harris Technologies, Inc. (“L3Harris”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Christopher E. Kubasik, Chair and Chief Executive Officer of L3Harris, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of L3Harris as of the dates and for the periods expressed in the Report.


Date: July 26, 2024	/s/ Christopher E. Kubasik
	Name:	Christopher E. Kubasik
	Title:	Chair and Chief Executive Officer

Document

Exhibit 32.2

Certification

Pursuant to Section 1350 of Chapter 63 of Title 18 of the

United States Code as Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

In connection with the filing of the Quarterly Report on Form 10-Q of L3Harris Technologies, Inc. (“L3Harris”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Kenneth L. Bedingfield, Senior Vice President and Chief Financial Officer of L3Harris, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and


Date: July 26, 2024	/s/ Kenneth L. Bedingfield
	Name:	Kenneth L. Bedingfield
	Title:	Senior Vice President and Chief Financial Officer