L3HARRIS TECHNOLOGIES, INC. /DE/ (Form: 10-Q, Received: 05/07/2020 17:18:17)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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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 April 3, 2020



☐	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 (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes 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.

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. o

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

The number of shares outstanding of the registrant’s common stock as of May 1, 2020 was 215,870,340 shares.

L3HARRIS TECHNOLOGIES, INC.

FORM 10-Q

For the Quarter Ended April 3, 2020

TABLE OF CONTENTS



	Page No.
Part I. Financial Information:
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Statement of Income for the Quarter Ended April 3, 2020 and March 29, 2019	1
Condensed Consolidated Statement of Comprehensive Income for the Quarter Ended April 3, 2020 and March 29, 2019	2
Condensed Consolidated Balance Sheet at April 3, 2020 and January 3, 2020	3
Condensed Consolidated Statement of Cash Flows for the Quarter Ended April 3, 2020 and March 29, 2019	4
Condensed Consolidated Statement of Equity for the Quarter Ended April 3, 2020 and March 29, 2019	5
Notes to Condensed Consolidated Financial Statements	6
Report of Independent Registered Public Accounting Firm	31
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3. Quantitative and Qualitative Disclosures About Market Risk	52
Item 4. Controls and Procedures	53

Part II. Other Information:
Item 1. Legal Proceedings	54
Item 1A. Risk Factors	54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	55
Item 3. Defaults Upon Senior Securities	56
Item 4. Mine Safety Disclosures	56
Item 5. Other Information	56
Item 6. Exhibits	56

Signature	57

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 INCOME

(Unaudited)



	Quarter Ended
	April 3, 2020			March 29, 2019

	(In millions, except per share amounts)
Revenue from product sales and services	$	4,626		$	1,728
Cost of product sales and services	(3,298		)	(1,139		)
Engineering, selling and administrative expenses	(815		)	(310		)
Impairment of goodwill and other assets	(324		)	—
Non-operating income	95			46
Interest income	5			1
Interest expense	(68		)	(43		)
Income from continuing operations before income taxes	221			283
Income taxes	(26		)	(40		)
Income from continuing operations	195			243
Discontinued operations, net of income taxes	(1		)	—
Net income	194			243
Noncontrolling interests, net of income taxes	23			—
Net income attributable to L3Harris Technologies, Inc.	$	217		$	243
Amounts attributable to L3Harris Technologies, Inc. common shareholders
Income from continuing operations	$	218		$	243
Discontinued operations, net of income taxes	(1		)	—
Net income	$	217		$	243

Net income per common share attributable to L3Harris Technologies, Inc. common shareholders
Basic
Continuing operations	$	1.00		$	2.06
Discontinued operations	—			—
	$	1.00		$	2.06
Diluted
Continuing operations	$	0.99		$	2.02
Discontinued operations	—			—
	$	0.99		$	2.02

Basic weighted average common shares outstanding	217.3			117.9
Diluted weighted average common shares outstanding	219.3			120.3

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

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)



	Quarter Ended
	April 3, 2020			March 29, 2019

	(In millions)
Net income	$	194		$	243
Other comprehensive loss:
Foreign currency translation gain (loss), net of income taxes	(67		)	3
Net unrealized loss on hedging derivatives, net of income taxes	(73		)	(8		)
Net unrecognized loss on postretirement obligations, net of income taxes	(1		)	(1		)
Other comprehensive loss, net of income taxes	(141		)	(6		)
Total comprehensive income	53			237
Comprehensive loss attributable to noncontrolling interests	23			—
Total comprehensive income attributable to L3Harris Technologies, Inc.	$	76		$	237

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

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)



	April 3, 2020			January 3, 2020

	(In millions, except shares)
Assets
Current Assets
Cash and cash equivalents	$	663		$	824
Receivables	1,278			1,216
Contract assets	2,467			2,459
Inventories	990			1,219
Income taxes receivable	205			202
Other current assets	400			392
Assets of disposal group held for sale	1,208			—
Total current assets	7,211			6,312
Non-current Assets
Property, plant and equipment	2,032			2,117
Operating lease right-of-use assets	784			837
Goodwill	19,265			20,001
Other intangible assets	8,171			8,458
Deferred income taxes	112			102
Other non-current assets	530			509
Total non-current assets	30,894			32,024
	$	38,105		$	38,336
Liabilities and Equity
Current Liabilities
Short-term debt	$	2		$	3
Accounts payable	1,422			1,261
Contract liabilities	1,138			1,214
Compensation and benefits	329			460
Other accrued items	1,095			790
Income taxes payable	37			24
Current portion of long-term debt, net	896			257
Liabilities of disposal group held for sale	204			—
Total current liabilities	5,123			4,009
Non-current Liabilities
Defined benefit plans	1,744			1,819
Operating lease liabilities	729			781
Long-term debt, net	6,294			6,694
Deferred income taxes	1,402			1,481
Other long-term liabilities	786			808
Total non-current liabilities	10,955			11,583
Equity
Shareholders’ Equity:
Preferred stock, without par value; 1,000,000 shares authorized; none issued	—			—
Common stock, $1.00 par value; 500,000,000 shares authorized; issued and outstanding 215,759,497 shares at April 3, 2020 and 218,226,614 shares at January 3, 2020	216			218
Other capital	20,182			20,694
Retained earnings	2,151			2,183
Accumulated other comprehensive loss	(651		)	(508		)
Total shareholders’ equity	21,898			22,587
Noncontrolling interests	129			157
Total equity	22,027			22,744
	$	38,105		$	38,336

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

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)



	Quarter Ended
	April 3, 2020			March 29, 2019

	(In millions)
Operating Activities
Net income	$	194		$	243
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	230			64
Share-based compensation	87			37
Qualified pension plan contributions	(2		)	—
Pension and other postretirement benefit plan income	(80		)	(37		)
Impairment of goodwill and other assets	324			—
Deferred income taxes	(35		)	5
(Increase) decrease in:
Accounts receivable	(164		)	41
Contract assets	(110		)	(52		)
Inventories	40			(8		)
Increase (decrease) in:
Accounts payable	253			2
Contract liabilities	(47		)	(13		)
Compensation and benefits	(126		)	48
Income taxes	20			35
Other accrued items	(69		)	26
Other	18			14
Net cash provided by operating activities	533			405
Investing Activities
Net additions of property, plant and equipment	(48		)	(37		)
Other investing activities	(10		)	—
Net cash used in investing activities	(58		)	(37		)
Financing Activities
Net proceeds from borrowings	245			—
Repayments of borrowings	(1		)	(301		)
Proceeds from exercises of employee stock options	33			6
Repurchases of common stock	(700		)	—
Cash dividends	(183		)	(81		)
Distributions to noncontrolling interests	(5		)	—
Tax withholding payments associated with vested share-based awards	(1		)	(4		)
Net cash used in financing activities	(612		)	(380		)
Effect of exchange rate changes on cash and cash equivalents	(24		)	3
Net decrease in cash and cash equivalents	(161		)	(9		)
Cash and cash equivalents, beginning of year	824			343
Cash and cash equivalents, end of quarter	$	663		$	334

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

L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(Unaudited)



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

	(In millions, except per share amounts)
Balance at January 3, 2020	$	218		$	20,694		$	2,183		$	(508	)	$	157		$	22,744
Net income	—			—			217			—			(23		)	194
Other comprehensive loss	—			—			—			(141		)	—			(141		)
Net gain from postretirement obligations and hedging derivatives reclassified to earnings	—			—			—			(2		)	—			(2		)
Shares issued under stock incentive plans	1			32			—			—			—			33
Shares issued under defined contribution plans	—			71			—			—			—			71
Share-based compensation expense	—			16			—			—			—			16
Repurchases and retirement of common stock	(3		)	(631		)	(66		)	—			—			(700		)
Cash dividends ($.85 per share)	—			—			(183		)	—			—			(183		)
Distributions to noncontrolling interests	—			—			—			—			(5		)	(5		)
Balance at April 3, 2020	$	216		$	20,182		$	2,151		$	(651	)	$	129		$	22,027

Balance at December 28, 2018	$	118		$	1,681		$	1,824		$	(211	)	$	—		$	3,412
Net income	—			—			243			—			—			243
Other comprehensive loss	—			—			—			(6		)	—			(6		)
Shares issued under stock incentive plans	—			7			—			—			—			7
Shares issued under defined contribution plans	—			23			—			—			—			23
Share-based compensation expense	—			14			—			—			—			14
Repurchases and retirement of common stock	—			(5		)	—			—			—			(5		)
Cash dividends ($.685 per share)	—			—			(81		)	—			—			(81		)
Balance at March 29, 2019	$	118		$	1,720		$	1,986		$	(217	)	$	—		$	3,607

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note A — Significant Accounting Policies and Recent Accounting Standards

Basis of Presentation

The accompanying Condensed Consolidated Financial Statements (Unaudited) include the accounts of L3Harris Technologies, Inc. and its consolidated subsidiaries. As used in these Notes to Condensed Consolidated Financial Statements (Unaudited) (these “Notes”), the terms “L3Harris,” “Company,” “we,” “our” and “us” refer to L3Harris Technologies, Inc. and its consolidated subsidiaries. Intracompany transactions and accounts have been eliminated in consolidation. The accompanying Condensed Consolidated Financial Statements (Unaudited) have been prepared by L3Harris, without an audit, in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all information and footnotes necessary for a complete presentation of financial condition, results of operations, cash flows and equity in conformity with GAAP for annual financial statements. In the opinion of management, such interim financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of our financial condition, results of operations and cash flows for the periods presented therein. The results for the quarter ended April 3, 2020 are not necessarily indicative of the results that may be expected for the full fiscal year or any subsequent period. The balance sheet at January 3, 2020 has been derived from our audited financial statements, but does not include all of the information and footnotes required by GAAP for annual financial statements. We provide complete, audited financial statements in our Transition Report on Form 10-KT for the fiscal transition period from June 29, 2019 to January 3, 2020 (our “Fiscal Transition Period Form 10-KT”), which includes information and footnotes required by the rules and regulations of the SEC. The information included in this Quarterly Report on Form 10-Q (this “Report”) should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements included in our Fiscal Transition Period Form 10-KT.

On October 12, 2018, Harris Corporation, a Delaware corporation (“Harris”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with L3 Technologies, Inc., a Delaware corporation (“L3”), and Leopard Merger Sub Inc., a Delaware corporation and a newly formed, direct wholly owned subsidiary of Harris (“Merger Sub”), pursuant to which Harris and L3 agreed to combine their respective businesses in an all-stock merger, at the closing of which Merger Sub would merge with and into L3, with L3 continuing as the surviving corporation and a direct wholly owned subsidiary of Harris (the “L3Harris Merger”).

The closing of the L3Harris Merger occurred on June 29, 2019 (the “Closing Date”), the day after Harris’ fiscal 2019 ended and the first day of the fiscal transition period ended January 3, 2020 (the “Fiscal Transition Period”). Upon completion of the L3Harris Merger, Harris was renamed “L3Harris Technologies, Inc.” (“L3Harris”), and each share of L3 common stock converted into the right to receive 1.30 shares (“Exchange Ratio”) of L3Harris common stock. Shares of L3Harris common stock, which previously traded under ticker symbol “HRS” on the New York Stock Exchange prior to completion of the L3Harris Merger, are traded under ticker symbol “LHX” following completion of the L3Harris Merger. L3Harris was owned on a fully diluted basis approximately 54 percent by Harris shareholders and 46 percent by L3 shareholders immediately following the completion of the L3Harris Merger.

We are accounting for the L3Harris Merger under the acquisition method of accounting. Under the acquisition method of accounting, we are required to measure identifiable assets acquired, liabilities assumed and any noncontrolling interests in the acquiree at their fair values as of the Closing Date. The excess of the consideration transferred over those fair values is recorded as goodwill. See Note B — Business Combination in these Notes for additional information related to the L3Harris Merger.

We implemented a new organizational structure effective on June 29, 2019, which resulted in changes to our operating segments, which are also reportable segments and referred to as our business segments. The historical results, discussion and presentation of our business segments as set forth in the accompanying Condensed Consolidated Financial Statements (Unaudited) and these Notes reflect the impact of these changes for all periods presented in order to present segment information on a comparable basis. There is no impact on our previously reported consolidated statements of income, balance sheets, statements of cash flows or statements of equity resulting from these changes.

On September 13, 2019, we completed the sale of the Harris Night Vision business to Elbit Systems of America, LLC, a subsidiary of Elbit Systems Ltd., for $350 million (net cash proceeds of $343 million after selling costs and estimated purchase price adjustments), subject to final customary purchase price adjustments as set forth in the definitive agreement. The Harris Night Vision business was not included in any of the operating segments in our new organizational structure and the operating results of the Harris Night Vision business through the date of the divestiture are discussed and presented as part of “Other non-reportable business segments” in this Report.

On February 4, 2020, we entered into a definitive agreement to sell Security & Detection Systems and MacDonald Humfrey Automation solutions (“airport security and automation business”) to Leidos, Inc. for $1 billion in cash, subject to customary purchase price adjustments as set forth in the definitive agreement. The airport security and automation business, which is reported as part of our Aviation Systems segment, provides solutions used by the aviation and transportation industries, regulatory and customs authorities, government and law enforcement agencies and commercial and other high-security facilities. The assets and liabilities of the airport security and automation business were classified as held for sale in our Condensed Consolidated Balance Sheet (Unaudited) at April 3, 2020. On May 4, 2020, following the close of the first quarter of fiscal 2020, we completed the sale of the airport security and automation business. We expect to use the net cash proceeds from the sale for general corporate purposes and potential repurchases of shares of our common stock.

On February 19, 2020, we entered into a definitive agreement to sell our Applied Kilovolts and Analytical Instrumentation business, which is reported as part of our Space and Airborne Systems segment, subject to closing conditions as set forth in the definitive agreement. The assets and liabilities of the Applied Kilovolts and Analytical Instrumentation business were classified as held for sale in our Condensed Consolidated Balance Sheet (Unaudited) at April 3, 2020. We expect to complete the sale of the Applied Kilovolts and Analytical Instrumentation business in mid-2020.

On March 20, 2020, we entered into a definitive agreement to sell our EOTech business for $42 million, subject to customary purchase price adjustments and customary closing conditions as set forth in the definitive agreement. The EOTech business, which is reported as part of our Communications Systems segment, manufactures holographic sighting systems, magnified field optics and accessories for military, law enforcement and commercial markets around the world. The assets and liabilities of the EOTech business were classified as held for sale in our Condensed Consolidated Balance Sheet (Unaudited) at April 3, 2020. We expect to complete the sale of the EOTech business in mid-2020.

See Note C — Business Divestitures and Assets Sales in these Notes for more information regarding the divestitures.

Amounts contained in this Report may not always add to totals due to rounding.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying Condensed Consolidated Financial Statements (Unaudited) and these Notes and related disclosures. These estimates and assumptions are based on experience and other information available prior to issuance of the accompanying Condensed Consolidated Financial Statements (Unaudited) and these Notes. Materially different results can occur as circumstances change and additional information becomes known.

Significant Accounting Policies Update

There have been no material changes to our significant accounting policies described in our Fiscal Transition Period Form 10-KT, except as described in “Adoption of New Accounting Standards” below.

Adoption of New Accounting Standards

Effective January 3, 2020, we adopted Accounting Standards Update 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments on a modified retrospective basis. The new standard replaces the existing impairment model, under which impairment of receivables is recognized when it becomes probable a loss has been incurred, with a model that requires recognition of expected credit losses over the estimated life of an asset at inception and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Adopting this standard did not have a material impact on our financial condition, results of operations or cash flows.

Note B — Business Combination

On October 12, 2018, Harris entered into the Merger Agreement with L3 and Merger Sub, pursuant to which Harris and L3 agreed to combine their respective businesses in an all-stock merger, at the closing of which Merger Sub would merge with and into L3, with L3 continuing as the surviving corporation and a direct wholly owned subsidiary of Harris.

The closing of the L3Harris Merger occurred on June 29, 2019. Upon completion of the L3Harris Merger, Harris was renamed “L3Harris Technologies, Inc.” and each share of L3 common stock converted into the right to receive 1.30 shares of L3Harris common stock. L3Harris was owned on a fully diluted basis approximately 54 percent by Harris shareholders and 46 percent by L3 shareholders immediately following the completion of the L3Harris Merger.

L3 was a prime contractor in intelligence, surveillance and reconnaissance (“ISR”) systems, aircraft sustainment (including modifications and fleet management of special mission aircraft), simulation and training, night vision and image intensification equipment, and security and detection systems. L3 also was a leading provider of a broad range of communication, electronic and sensor systems used on military, homeland security and commercial platforms. L3 employed approximately 31,000 employees and its customers included the U.S. Department of Defense and its prime contractors, the U.S.

Intelligence Community, the U.S. Department of Homeland Security, foreign governments and domestic and foreign commercial customers.

Following the completion of the L3Harris Merger, we issued 104 million shares of L3Harris common stock to L3 shareholders. The trading price of L3Harris common stock was $189.13 per share as of the Closing Date. In addition to shares of our common stock issued to L3 shareholders, replacement L3Harris share-based awards were issued for certain outstanding L3 share-based awards.

Our preliminary calculation of estimated consideration transferred is summarized below:



(In millions, except exchange ratio and per share amounts)	June 29, 2019
Outstanding shares of L3 common stock as of June 28, 2019	79.63
L3 restricted stock unit awards settled in shares of L3Harris common stock	0.41
L3 performance unit awards settled in shares of L3Harris common stock	0.04
	80.08
Exchange Ratio	1.30
Shares of L3Harris common stock issued for L3 outstanding common stock	104.10
Price per share of L3Harris common stock as of June 28, 2019	$	189.13
Fair value of L3Harris common stock issued for L3 outstanding common stock	$	19,689
Fair value of replacement RSUs attributable to merger consideration	10
Fair value of L3Harris stock options issued for L3 outstanding stock options	101
Withholding tax liability incurred for converted L3 share-based awards	45
Fair value of replacement award consideration	156
Fair value of total consideration	19,845
Less cash acquired	(1,195		)
Total net consideration transferred	$	18,650

Our preliminary measurement of assets acquired, liabilities assumed and noncontrolling interests as of the Closing Date and measurement period adjustments recorded since the Closing Date through April 3, 2020, are as follows:



	Preliminary Fair Value			Measurement Period Adjustments			Adjusted Fair Value
	(In millions)
Receivables	$	849		$	(20	)	$	829
Contract assets	1,708			(56		)	1,652
Inventories	1,056			(74		)	982
Other current assets	517			(26		)	491
Property, plant and equipment	1,176			42			1,218
Operating lease right-of-use assets	704			—			704
Goodwill	15,423			(585		)	14,838
Other intangible assets	6,768			1,206			7,974
Other non-current assets	327			(9		)	318
Total assets acquired	$	28,528		$	478		$	29,006

Accounts payable	$	898		$	(17	)	$	881
Contract liabilities	722			2			724
Other current liabilities	772			199			971
Operating lease liabilities	715			—			715
Defined benefit plans	1,411			—			1,411
Long-term debt, net	3,548			—			3,548
Other long-term liabilities	1,661			290			1,951
Total liabilities assumed	9,727			474			10,201
Net assets acquired	18,801			4			18,805
Noncontrolling interests	(151		)	(4		)	(155		)
Total net consideration transferred	$	18,650		$	—		$	18,650

Due to the timing of the L3Harris Merger relative to its size and complexity, certain aspects of our accounting for the L3Harris Merger remain preliminary, including the acquisition-date fair value of identifiable intangible assets, certain tangible assets, liabilities assumed (including environmental reserves), and tax-related items. Amounts recorded associated with these assets and liabilities are based on preliminary calculations and our estimates and assumptions are subject to change as we obtain additional information during the measurement period (up to one year from the Closing Date). As of April 3, 2020, we have completed our determination of the fair value of consideration transferred, property, plant and equipment, defined benefit plan liabilities and long-term debt assumed.

Additionally, we acquired certain off-market customer contracts in connection with the L3Harris Merger, and have recorded liabilities as well as separate identifiable intangible assets for the acquisition-date fair value of the off-market components of these customer contracts. In aggregate, the estimated acquisition-date fair value of the off-market components is a net liability of $103 million. We measured the fair value of these components as the present value of the amount by which the terms of the contract with the customer deviate from the terms that a market participant could have achieved on the Closing Date. The off-market components of these contracts will be recognized as an increase to, or reduction of, revenue as we incur costs to satisfy the associated performance obligations. We recognized $23 million of revenue in the quarter ended April 3, 2020 for amortization of net off-market contract liabilities (including the cumulative effect of amortization that would have been recognized in the Fiscal Transition Period). Future estimated revenue from the amortization of net off-market contract liabilities (based on the estimated pattern of cash flows to be incurred to satisfy associated performance obligations) is as follows: $28 million in the remainder of 2020, $12 million in 2021, $9 million in 2022, $7 million in 2023 and $5 million in 2024.

The goodwill resulting from the L3Harris Merger was primarily associated with L3’s market presence and leading positions, growth opportunities in the markets in which L3 businesses operate, experienced work force and established operating infrastructures. Most of the goodwill related to the L3Harris Merger is nondeductible for tax purposes.

See Note K — Goodwill and Other Intangible Assets in these Notes for more information regarding the preliminary allocation of goodwill by business segment.

The following table provides further detail of the fair value and weighted-average amortization period of identified intangible assets acquired by major intangible asset class:



	Weighted Average Amortization Period	Total

	(In years)	(In millions)
Identifiable intangible assets acquired:
Customer relationships (Government)	15	$	4,769
Customer relationships (Commercial)	15	648
Trade names — Divisions	9	123
Developed technology	7	562
Total identifiable intangible assets subject to amortization	14	6,102
Trade names — Corporate	indefinite	1,803
In-process research and development	n/a	69
Total identifiable intangible assets		$	7,974

During the quarter ended April 3, 2020, we recorded $46 million of L3Harris Merger-related charges, consisting of integration and other costs as follows:


•	$15 million of additional cost of sales related to the fair value step-up in inventory sold; and


•	$31 million of integration costs, recognized as incurred.

Because the L3Harris Merger benefited the entire Company as opposed to any individual business segment, the above costs were not allocated to any business segment. Integration costs were recorded in the “Engineering, selling and administrative expenses” line item in our Condensed Consolidated Statement of Income (Unaudited).

Pro Forma Results

The following summary, prepared on a pro forma basis, presents our unaudited consolidated results of operations for the quarter ended March 29, 2019 as if the L3Harris Merger had been completed as of June 30, 2018, the first day of Harris’ fiscal 2019, after including any post-acquisition adjustments directly attributable to the acquisition, such as the sale of Harris’ Night Vision business, and after including the impact of pro forma adjustments such as amortization of intangible assets as well as the related income tax effects. This pro forma presentation does not include any impact of transaction synergies. The pro forma results are not necessarily indicative of our results of operations that actually would have been obtained had the combination of Harris and L3 been completed on the assumed date or for the period presented, or which may be realized in the future.



	March 29, 2019

	(In millions)
Revenue from product sales and services — as reported	$	1,728
Revenue from product sales and services — pro forma	$	4,386
Income from continuing operations — as reported	$	243
Income from continuing operations — pro forma	$	400

Note C — Business Divestitures and Assets Sales

Airport security and automation business. On February 4, 2020, we entered into a definitive agreement to sell the airport security and automation business to Leidos, Inc. for $1 billion in cash, subject to customary purchase price adjustments as set forth in the definitive agreement. The airport security and automation business, which is reported as part of our Aviation Systems segment, provides solutions used by the aviation and transportation industries, regulatory and customs authorities, government and law enforcement agencies and commercial and other high-security facilities. The assets and liabilities of the airport security and automation business were classified as held for sale in our Condensed Consolidated Balance Sheet (Unaudited) at April 3, 2020. On May 4, 2020, following the close of the first quarter of fiscal 2020, we completed the sale of the airport security and automation business. We expect to use the net cash proceeds from the sale for general corporate purposes and potential repurchases of shares of our common stock.

Because the then pending divestiture of the airport security and automation business represented the disposal of a portion of a reporting unit within our Aviation Systems segment, we assigned $588 million of goodwill to the airport security and automation business disposal group on a relative fair value basis during the first quarter of fiscal 2020, when the held for sale criteria were met. The fair value of the airport security and automation business disposal group was determined based on the negotiated selling price, and the fair value of the retained businesses of the reporting unit was determined based on a

combination of market-based valuation techniques, utilizing quoted market prices and comparable publicly reported transactions, and projected discounted cash flows. These fair value determinations are categorized as Level 3 in the fair value hierarchy due to their use of internal projections and unobservable measurement inputs. See Note 1: Significant Accounting Policies in the Notes to Consolidated Financial Statements in our Fiscal Transition Period Form 10-KT for additional information regarding the fair value hierarchy.

In conjunction with the allocation of goodwill to the airport security and automation business, we tested goodwill assigned to the disposal group and goodwill allocated to the retained businesses of the reporting unit for impairment and concluded that no goodwill impairment existed at the time the held for sale criteria were met in late January 2020. However, indicators of potential impairment of goodwill related to the retained businesses of the reporting unit were present as of April 3, 2020 due to the downturn in the commercial aviation market that resulted from the novel COVID-19 strain of coronavirus (“COVID-19”) pandemic and its impact on global air traffic. See Note K — Goodwill and Other Intangible Assets in these Notes for additional information regarding goodwill impairment charges.

The carrying amounts of the major classes of assets and liabilities of the airport security and automation business classified as held for sale at April 3, 2020 are as follows:



	April 3, 2020

	(In millions)
Receivables	$	75
Contract assets	75
Inventories	136
Other current assets	11
Property, plant and equipment	39
Goodwill	588
Other intangible assets	203
Other assets	19
Assets of disposal group held for sale	$	1,146

Accounts payable	$	82
Contract liabilities	34
Other accrued items	24
Other non-current liabilities	33
Deferred taxes	22
Liabilities of disposal group held for sale	$	195

The airport security and automation business had net income before income taxes of $12 million for the quarter ended April 3, 2020.

EOTech business. On March 20, 2020, we entered into a definitive agreement to sell our EOTech business for $42 million, subject to customary purchase price adjustments and customary closing conditions as set forth in the definitive agreement. The EOTech business, which is reported as part of our Communication Systems segment, manufactures holographic sighting systems, magnified field optics and accessories for military, law enforcement and commercial markets around the world. The assets and liabilities of the EOTech business were classified as held for sale in our Condensed Consolidated Balance Sheet (Unaudited) at April 3, 2020. We expect to complete the sale of the EOTech business in mid-2020.

Because the pending divestiture of the EOTech business represented the disposal of a portion of a reporting unit within our Communication Systems segment, we assigned $9 million of goodwill to the EOTech business disposal group on a relative fair value basis during the first quarter of fiscal 2020, when the held for sale criteria were met. The fair value of the EOTech business disposal group was determined based on the negotiated selling price, and the fair value of the retained businesses of the reporting unit was determined based on a combination of market-based valuation techniques, utilizing quoted market prices and comparable publicly reported transactions, and projected discounted cash flows. These fair value determinations are categorized as Level 3 in the fair value hierarchy due to their use of internal projections and unobservable measurement inputs. See Note 1: “Significant Accounting Policies” in the Notes to Consolidated Financial Statements in our Fiscal Transition Period Form 10-KT for additional information regarding the fair value hierarchy.

In conjunction with the assignment of goodwill to the EOTech business, we tested goodwill assigned to the disposal group and goodwill assigned to the retained businesses of the reporting unit for impairment and concluded that no goodwill impairment existed at the time the held for sale criteria were met.

The carrying amounts of the major classes of assets and liabilities of the EOTech business classified as held for sale at April 3, 2020 are as follows:



	April 3, 2020

	(In millions)
Receivables	$	10
Inventories	12
Property, plant and equipment	3
Goodwill	9
Other intangible assets	12
Other assets	2
Assets of disposal group held for sale	$	48

Accounts payable	$	4
Contract liabilities	1
Other accrued items	3
Liabilities of disposal group held for sale	$	8

Applied Kilovolts and Analytical Instrumentation business. On February 19, 2020, we entered into a definitive agreement to sell our Applied Kilovolts and Analytical Instrumentation business, which is reported as part of our Space and Airborne Systems segment, subject to customary closing conditions as set forth in the definitive agreement. The carrying amounts of Applied Kilovolts and Analytical Instrumentation business assets and liabilities classified as held for sale in our Condensed Consolidated Balance Sheet (Unaudited) at April 3, 2020 were $14 million and $1 million, respectively. We expect to complete the sale transaction of the Applied Kilovolts and Analytical Instrumentation business in mid-2020.

We assigned $2 million of goodwill to the Applied Kilovolts and Analytical Instrumentation business disposal group on a relative fair value basis during the quarter ended April 3, 2020, when the held for sale criteria were met. In connection with the preparation of our financial statements for the quarter ended April 3, 2020, we concluded that goodwill related to the Applied Kilovolts and Analytical Instrumentation business was impaired and recorded a non-cash impairment charge of $5 million, which is included in the “Impairment of goodwill and other assets” line item in our Condensed Consolidated Statement of Income (Unaudited) for the quarter ended April 3, 2020.

Harris Night Vision. On September 13, 2019, we completed the sale of the Harris Night Vision business, a global supplier of high-performance, vision-enhancing products for U.S. and allied military and security forces and commercial customers, for $350 million (net cash proceeds of $346 million after selling costs and estimated purchase price adjustments), subject to final customary purchase price adjustments pursuant to a definitive agreement we entered into on April 4, 2019 as part of the regulatory process in connection with the L3Harris Merger and recognized a pre-tax gain of $229 million.

Through fiscal 2019, the Harris Night Vision business was reported as part of our former Communication Systems segment. As a result of the then-pending divestiture, the Harris Night Vision business was not included in any of our new business segments and, consequently, the operating results of the business are included in “Other non-reportable business segments” for the quarters ended April 3, 2020 and March 29, 2019 in this Report. Income before income taxes for the Harris Night Vision business was $6 million for the quarter ended March 29, 2019.

Note D — Stock Options and Other Share-Based Compensation

As of April 3, 2020, we had options or other share-based compensation outstanding under two Harris shareholder-approved stock incentive plans (“SIPs”), the Harris Corporation 2005 Equity Incentive Plan (As Amended and Restated Effective August 27, 2010) and the Harris Corporation 2015 Equity Incentive Plan (the “2015 EIP”), as well as under employee stock incentive plans of L3 assumed by L3Harris (collectively, “L3Harris SIPs”).

The compensation cost related to our share-based awards that was charged against income was $17 million and $14 million for the quarters ended April 3, 2020 and March 29, 2019, respectively.

The aggregate number of shares of our common stock that we issued under the terms of L3Harris SIPs, net of shares withheld for tax purposes, was 450,183 and 147,176 for the quarters ended April 3, 2020 and March 29, 2019, respectively.

Awards granted to participants under L3Harris SIPs during the quarter ended April 3, 2020 consisted of 206,366 restricted stock units, 583,200 stock options and 203,606 performance stock units. The fair value as of the grant date of each stock option award was determined using the Black-Scholes-Merton option-pricing model and the following assumptions: expected dividend yield of 1.55 percent; expected volatility of 22.74 percent; risk-free interest rates averaging 0.89 percent; and expected term of 5.04 years. The fair value as of the grant date of each restricted stock unit was based on the closing price of our common stock on the grant date. The fair value as of the grant date of each performance stock unit award was determined based on the fair value from a multifactor Monte Carlo valuation model that simulates our stock price and total shareholder return (“TSR”) relative to companies in our TSR peer group.

Note E — Restructuring and Other Exit Costs

We record charges for restructuring and other exit activities related to sales or terminations of product lines, closures or relocations of business activities, changes in management structure and fundamental reorganizations that affect the nature and focus of operations. Such charges include termination benefits, contract termination costs and costs to consolidate facilities or relocate employees. We record these charges at their fair value when incurred. In cases where employees are required to render service until they are terminated in order to receive the termination benefits and will be retained beyond the minimum retention period, we record the expense ratably over the future service period. These charges are included as a component of the “Engineering, selling and administrative expenses” line item in our Condensed Consolidated Statement of Income (Unaudited).

L3Harris Merger-Related Restructuring Costs

During the quarter ended April 3, 2020, we did not record any restructuring charges in connection with the L3Harris Merger. At April 3, 2020, we had recorded liabilities of $38 million associated with previous L3Harris Merger-related restructuring actions, of which substantially all will be paid in the next twelve months.

Other Restructuring and Exit Costs

Prior to the L3Harris Merger, we had liabilities for lease obligations associated with exited facilities with remaining terms of three years or less, of which $7 million remained outstanding at April 3, 2020.

During the quarter ended April 3, 2020, we recorded $3 million of restructuring charges for workforce reductions (including severance and other employee-related exit costs) within our Aviation Systems business segment associated with the COVID-19-related downturn in the Commercial Aviation Solutions sector and its impact on customer operations. The corresponding $3 million liability remained outstanding at April 3, 2020.

Our liabilities for restructuring and other exit costs are included in the “Other accrued items” and “Other long-term liabilities” line items in our Condensed Consolidated Balance Sheet (Unaudited). Changes to our liabilities for restructuring and other exit costs during the quarter ended April 3, 2020 were as follows:



	Employee severance-related costs			Facilities consolidation and other exit costs		Total

	(In millions)
Balance at January 3, 2020	$	58		$	7	$	65
Additional provisions	3			—		3
Payments	(20		)	—		(20		)
Balance at April 3, 2020	$	41		$	7	$	48

Note F — Accumulated Other Comprehensive Income (Loss) (“AOCI”)

The components of AOCI are summarized below:



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

	(In millions)
Balance at January 3, 2020	$	(81	)	$	(55	)	$	(372	)	$	(508	)
Other comprehensive loss, before income taxes	(67		)	(98		)	(1		)	(166		)
Income taxes	—			25			—			25
Other comprehensive loss	(67		)	(73		)	(1		)	(141		)
Amounts reclassified to earnings from AOCI, before income taxes	—			3			(5		)	(2		)
Income taxes	—			(1		)	1			—
Amounts reclassified to earnings from AOCI	—			2			(4		)	(2		)
Balance at April 3, 2020	$	(148	)	$	(126	)	$	(377	)	$	(651	)

Balance at December 28, 2018	$	(107	)	$	(19	)	$	(85	)	$	(211	)
Other comprehensive income (loss), before income taxes	3			(11		)	(2		)	(10		)
Income taxes	—			3			1			4
Other comprehensive income (loss)	3			(8		)	(1		)	(6		)
Balance at March 29, 2019	$	(104	)	$	(27	)	$	(86	)	$	(217	)

Note G — Receivables

Receivables are summarized below:



	April 3, 2020			January 3, 2020

	(In millions)
Accounts receivable	$	1,312		$	1,228
Less allowance for credit losses	(34		)	(12		)
	$	1,278		$	1,216

In the quarter ended April 3, 2020, we recorded a $10 million charge to our provision for doubtful accounts at our Aviation Systems business segment to reflect an increase in expected credit losses associated with the COVID-19-related downturn in the Commercial Aviation Solutions sector and its impact on customer operations.

We have a receivables sale agreement (“RSA”) with a third-party financial institution that permits us to sell, on a non-recourse basis, up to $100 million of outstanding receivables at any given time. From time to time, we have sold certain customer receivables under the RSA, which we continue to service and collect on behalf of the third-party financial institution and which we account for as sales of receivables with sale proceeds included in net cash from operating activities. Outstanding accounts receivable sold pursuant to the RSA were not material at April 3, 2020 or January 3, 2020.

Note H — Contract Assets and Contract Liabilities

Contract assets include unbilled amounts typically resulting from revenue recognized exceeding amounts billed to customers for contracts utilizing the percentage of completion (“POC”) cost-to-cost revenue recognition method. We bill customers as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries and, in certain arrangements, the customer may withhold payment of a small portion of the contract price until contract completion. Contract liabilities include advance payments and billings in excess of revenue recognized, including deferred revenue associated with extended product warranties. Contract assets and liabilities are reported on a contract-by-contract basis at the end of each reporting period.

Contract assets and liabilities in the quarter ended April 3, 2020 were impacted by reclassifications to assets and liabilities of disposal group held for sale, a decrease in the receipt of advance payments, the timing of contractual billing milestones and the impairment loss described below. See Note C — Business Divestitures and Assets Sales in the Notes for additional information regarding assets and liabilities held for sale.

Contract assets and contract liabilities are summarized below:



	April 3, 2020			January 3, 2020

	(In millions)
Contract assets	$	2,467		$	2,459
Contract liabilities, current	(1,138		)	(1,214		)
Contract liabilities, non-current⁽¹⁾	(74		)	(87		)
Net contract assets	$	1,255		$	1,158

_______________


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

The components of contract assets are summarized below:



	April 3, 2020			January 3, 2020

	(In millions)
Unbilled contract receivables, gross	$	3,781		$	3,690
Progress payments and advances	(1,314		)	(1,231		)
	$	2,467		$	2,459

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

Note I — Inventories

Inventories are summarized below:



	April 3, 2020		January 3, 2020

	(In millions)
Finished products	$	197	$	216
Work in process	307		386
Raw materials and supplies	486		617
	$	990	$	1,219

Note J — Property, Plant and Equipment

Property, plant and equipment are summarized below:



	April 3, 2020			January 3, 2020

	(In millions)
Land	$	90		$	90
Software capitalized for internal use	333			287
Buildings	1,044			1,073
Machinery and equipment	2,120			2,194
	3,587			3,644
Less accumulated depreciation and amortization	(1,555		)	(1,527		)
	$	2,032		$	2,117

Depreciation and amortization expense related to property, plant and equipment was $76 million and $34 million for the quarters ended April 3, 2020 and March 29, 2019, respectively.

Note K — Goodwill and Other Intangible Assets

Goodwill. As discussed in Note V — Business Segment Information in these Notes, after the completion of the L3Harris Merger, we adjusted our segment reporting to reflect our new organizational structure effective for the quarter ended September

27, 2019. Because our accounting for the L3Harris Merger is still preliminary, we assigned goodwill acquired on a provisional basis. Immediately before and after our goodwill assignments, we completed an assessment of any potential goodwill impairment under our former and new segment reporting structure and determined that no impairment existed.

The assignment of goodwill by business segment, and changes in the carrying amount of goodwill for the quarter ended April 3, 2020, were as follows:



	Integrated Mission Systems			Space and Airborne Systems			Communication Systems			Aviation Systems			Total

	(In millions)
Balance at January 3, 2020	$	5,768		$	5,131		$	4,243		$	4,859		$	20,001
Decrease from reclassification to assets of disposal group held for sale⁽¹⁾	—			(2		)	(9		)	(588		)	(599		)
Impairment of goodwill	—			(5		)	—			(296		)	(301		)
Currency translation adjustments	(2		)	(9		)	(3		)	(10		)	(24		)
Other (including adjustments to previously estimated fair value of assets acquired and liabilities assumed)	22			55			38			73			188
Balance at April 3, 2020	$	5,788		$	5,170		$	4,269		$	4,038		$	19,265

_______________


(1)	During the quarter ended April 3, 2020, we assigned $599 million of goodwill to “Assets of disposal groups held for sale” in our Condensed Consolidated Balance Sheet (Unaudited) associated with three pending divestitures. See Note C — Business Divestitures and Assets Sales in these Notes for additional information.

Impairment of Goodwill. Indications of potential impairment of goodwill related to our Commercial Aviation Solutions reporting unit (which is part of our Aviation Systems segment) were present at April 3, 2020 due to the COVID-19 pandemic and its impact on global air traffic and customer operations, which resulted in a decrease in the fiscal 2020 outlook for the reporting unit. Consequently, in connection with the preparation of our financial statements for the quarter ended April 3, 2020, we performed an interim goodwill impairment test. To test for potential impairment of goodwill related to our Commercial Aviation Solutions reporting unit, we prepared an estimate of the fair value of the reporting unit based on a combination of market-based valuation techniques, utilizing quoted market prices and comparable publicly reported transactions, and projected discounted cash flows. As a result of this impairment test, we concluded that goodwill related to our Commercial Aviation Solutions reporting unit was impaired as of April 3, 2020 and recorded a non-cash impairment charge of $296 million (including $28 million attributable to noncontrolling interests) in the “Impairment of goodwill and other assets” line item in our Condensed Consolidated Statement of Income (Unaudited) for the quarter ended April 3, 2020. The goodwill impairment charge is primarily not deductible for tax purposes.

Identifiable Intangible Assets. The most significant identifiable intangible asset that is separately recognized for our business combinations is customer relationships. Our customer relationships are established through written customer contracts (revenue arrangements). The fair value for a customer relationship is determined, as of the date of acquisition of such relationship, based on estimates and judgments regarding expectations for the estimated future after-tax earnings and cash flows arising from the follow-on sales expected from the customer relationship over its estimated life, including the probability of expected future contract renewals and sales, less a contributory asset charge, all of which is discounted to present value. We assess the recoverability of the carrying value of our finite-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. We assess the recoverability of the carrying value of indefinite-lived intangible assets annually, or under certain circumstances more frequently, such as when events and circumstances indicate there may be an impairment.

In conjunction with, and in advance of, the interim test of goodwill related to our Commercial Aviation Solutions reporting unit, we also performed a recoverability test of the long-lived assets of our Commercial Aviation Solutions reporting unit, including identifiable intangible assets and property, plant and equipment. To test these long-lived assets for recoverability, we compared the estimated future cash flows (on an undiscounted basis) to be generated from the use and eventual disposition of the asset group to its carrying value and concluded that the long-lived assets of our Commercial Aviation Solutions reporting unit were not impaired as of April 3, 2020.

Intangible assets are summarized below:



	April 3, 2020						January 3, 2020
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
	(In millions)
Customer relationships	$	6,454	$	769	$	5,685	$	6,518	$	653	$	5,865
Developed technologies	689		194		495		768		183		585
Trade names	139		36		103		165		35		130
Other	32		16		16		10		4		6
Total intangible assets subject to amortization	7,314		1,015		6,299		7,461		875		6,586
In process research and development	69		—		69		69		—		69
L3 trade name	1,803		—		1,803		1,803		—		1,803
Total intangibles assets	$	9,186	$	1,015	$	8,171	$	9,333	$	875	$	8,458

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

Future estimated amortization expense for intangible assets is as follows:



	(In millions)
Year 1	$	554
Year 2	622
Year 3	604
Year 4	580
Year 5	551
Thereafter	3,388
Total	$	6,299

Note L — Accrued Warranties

Our liability for standard product warranties is included as a component of the “Other accrued items” and “Other long-term liabilities” line items in our Condensed Consolidated Balance Sheet (Unaudited). Changes in our liability for standard product warranties during the quarter ended April 3, 2020 were as follows:



	(In millions)
Balance at January 3, 2020	$	112
Adjustments to previously estimated fair value of warranty liabilities assumed	19
Decrease from reclassification to liabilities of disposal group held for sale	(8		)
Accruals for product warranties issued during the period	17
Settlements made during the period	(21		)
Other, including foreign currency translation adjustments	(2		)
Balance at April 3, 2020	$	117

Note M — Debt

Long-term debt is summarized below:



	April 3, 2020			January 3, 2020

	(In millions)
Variable-rate debt:
Floating rate notes, due April 30, 2020	$	250		$	250
Floating rate notes, due March 10, 2023	250			—
Total variable-rate debt	500			250
Fixed-rate debt:
4.95% notes, due February 15, 2021	650			650
3.85% notes, due June 15, 2023	800			800
3.95% notes, due May 28, 2024	350			350
3.832% notes, due April 27, 2025	600			600
7.0% debentures, due January 15, 2026	100			100
3.85% notes, due December 15, 2026	550			550
6.35% debentures, due February 1, 2028	26			26
4.40% notes, due June 15, 2028	1,850			1,850
2.900% notes, due December 15, 2029	400			400
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
Other	48			49
Total fixed-rate debt	6,574			6,575
Total debt	7,074			6,825
Plus: unamortized bond premium	145			154
Less: unamortized discounts and issuance costs	(29		)	(28		)
Total debt, net	7,190			6,951
Less: current portion of long-term debt, net	(896		)	(257		)
Total long-term debt, net	$	6,294		$	6,694

For additional information on our long-term debt, see Note 14: “Debt” in the Notes to Consolidated Financial Statements in our Fiscal Transition Period Form 10-KT.

Long-Term Debt Issued in the Quarter Ended April 3, 2020

On March 13, 2020, we completed the issuance and sale of $250 million in aggregate principal amount of Floating Rate Notes due March 10, 2023 (the “Floating Rate Notes 2023”). The Floating Rate Notes 2023 bear interest at a floating rate, reset quarterly, equal to three-month LIBOR rate plus 0.75% per year. Interest on the Floating Rate Notes 2023 is payable quarterly in arrears on March 10, June 10, September 10 and December 10 of each year, commencing on June 10, 2020. The Floating Rate Notes 2023 are unsecured and unsubordinated and rank equally in right of payment with all other unsecured and unsubordinated indebtedness. The Floating Rate Notes 2023 are not redeemable at our option prior to maturity. Debt issuance costs related to the issuance of the Floating Rate Notes 2023 were not material. Following the end of the quarter, we used the net proceeds from the sale of the Floating Rate Notes 2023, together with cash on hand, to repay at maturity the aggregate principal amount of our Floating Rate Notes due April 30, 2020 and for general corporate purposes.

Debt Exchange

In connection with the L3Harris Merger, on July 2, 2019, we settled our previously announced exchange offers in which eligible holders of L3 senior notes (“L3 Notes”) could exchange such outstanding notes for (1) up to $3.35 billion aggregate principal amount of new notes issued by L3Harris (“New L3Harris Notes) and (2) one dollar in cash for each $1,000 of principal amount. Each series of the New L3Harris Notes issued has an interest rate and maturity date that is identical to the L3 Notes.



	Aggregate Principal Amount of L3 Notes (prior to debt exchange)		Aggregate Principal Amount of New L3Harris Notes Issued		Aggregate Principal Amount of Remaining L3 Notes

	(In millions)
4.95% notes due February 15, 2021 (“4.95% 2021 Notes”)	$	650	$	501	$	149
3.85% notes due June 15, 2023 (“3.85% 2023 Notes”)	800		741		59
3.95% notes due May 28, 2024 (“3.95% 2024 Notes”)	350		326		24
3.85% notes due December 15, 2026 (“3.85% 2026 Notes”)	550		535		15
4.40% notes due June 15, 2028 (“4.40% 2028 Notes”)	1,000		918		82
Total	$	3,350	$	3,021	$	329

On March 31, 2020, we commenced offers to eligible holders (“Exchange Offers”) to exchange any and all outstanding notes issued by L3Harris as set forth in the table above (the “Original Notes”), which were previously issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for an equal principal amount of new notes registered under the Securities Act (the “Exchange Notes”).

The Exchange Notes were offered to satisfy L3Harris’ obligations under the registration rights agreement entered into as part of the issuance of the Original Notes, which occurred in exchange for notes previously issued by L3 in connection with the L3Harris Merger.

The terms of the Exchange Notes issued in the Exchange Offers are substantially identical to the terms of the corresponding series of the Original Notes, except that the Exchange Notes are registered under the Securities Act and the transfer restrictions, registration rights and related additional interest provisions applicable to the Original Notes do not apply to the Exchange Notes. Each series of Exchange Notes is part of the same corresponding series of the Original Notes and were issued under the same base indenture.

The Exchange Offers expired at 5:00 p.m., New York City time, on May 1, 2020. On May 5, 2020, we settled the Exchange Offers and issued Exchange Notes for validly tendered Original Notes.

Note N — Postretirement Benefit Plans

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



	Quarter Ended April 3, 2020
	Pension			Other Benefits

	(In millions)
Net periodic benefit income
Service cost	$	16		$	—
Interest cost	69			2
Expected return on plan assets	(158		)	(5		)
Amortization of net actuarial loss	2			—
Amortization of prior service credit	(7		)	—
Contractual termination benefits⁽¹⁾	1			—
Net periodic benefit income	$	(77	)	$	(3	)

_______________


(1)	Contractual termination benefits related to facility rationalization as part of restructuring activities in connection with the L3Harris Merger integration. See Note E — Restructuring and Other Exit Costs in these Notes for additional information regarding restructuring activities.



	Quarter Ended March 29, 2019
	Pension			Other Benefits

	(In millions)
Net periodic benefit income
Service cost	$	9		$	1
Interest cost	52			2
Expected return on plan assets	(95		)	(4		)
Amortization of net actuarial gain	—			(2		)
Net periodic benefit income	$	(34	)	$	(3	)

The service cost component of net periodic benefit income is included in the “Cost of product sales and services” and “Engineering, selling and administrative expenses” line items in our Condensed Consolidated Statement of Income (Unaudited). The non-service cost components of net periodic benefit income are included in the “Non-operating income” line item in our Condensed Consolidated Statement of Income (Unaudited), except for contractual termination benefits which are included in restructuring in the “Engineering, selling and administrative expenses” line item in our Condensed Consolidated Statement of Income (Unaudited).

We made a $302 million voluntary contribution to our U.S. qualified defined benefit pension plans during the quarter ended September 27, 2019. As a result of this voluntary contribution, as well as $700 million of voluntary contributions made in fiscal 2018 and 2017, we made no contributions to our U.S. qualified defined benefit pension plans during the quarter ended April 3, 2020, and we currently anticipate making no contributions to our U.S. qualified defined benefit pension plans during the remainder of fiscal 2020 and minor contributions to our non-U.S. pension plans during the remainder of fiscal 2020. During the quarter ended March 29, 2019, we made no contributions to our U.S. qualified defined benefit pension plans and minor contributions to our non-U.S. pension plans.

Note O — Income From Continuing Operations Per Share

The computations of income from continuing operations per common share attributable to L3Harris common shareholders are as follows:



	Quarter Ended
	April 3, 2020		March 29, 2019

	(In millions, except per share amounts)
Income from continuing operations	$	218	$	243
Adjustments for participating securities outstanding	—		(1		)
Income from continuing operations used in per basic and diluted common share calculations (A)	$	218	$	242

Basic weighted average common shares outstanding (B)	217.3		117.9
Impact of dilutive share-based awards	2.0		2.4
Diluted weighted average common shares outstanding (C)	219.3		120.3
Income from continuing operations per basic common share (A)/(B)	$	1.00	$	2.06
Income from continuing operations per diluted common share (A)/(C)	$	0.99	$	2.02

Potential dilutive common shares primarily consist of employee stock options and restricted and performance unit awards. Income from continuing operations per diluted common share excludes the anti-dilutive impact of 963,402 and 265,652 weighted average share-based awards outstanding for the quarters ended April 3, 2020 and March 29, 2019, respectively.

Note P — Non-Operating Income

The components of non-operating income were as follows:



	Quarter Ended
	April 3, 2020			March 29, 2019
	(In millions)
Pension adjustment⁽¹⁾	$	97		$	47
Other	(2		)	(1		)
	$	95		$	46

_______________


(1)	Pension adjustment recorded as “Non-operating income” in our Condensed Consolidated Statement of Income (Unaudited) represents the non-service component of net periodic pension and postretirement benefit costs, which includes interest cost, expected return on plan assets, amortization of net actuarial gain and effect of curtailments or settlements.

Note Q — Income Taxes

Our effective tax rate (income taxes as a percentage of income from continuing operations before income taxes) was 11.8 percent in the quarter ended April 3, 2020 compared with 14.1 percent in the quarter ended March 29, 2019. In the quarter ended April 3, 2020, our effective tax rate benefited from the favorable impact of excess tax benefits related to equity-based compensation, research and development (“R&D”) credits and the favorable impact of audit settlements, partially offset by a valuation allowance increase on international credits and the unfavorable impact of non-deductible goodwill impairment charges. In the quarter ended March 29, 2019, our effective tax rate benefited from the favorable impact of excess tax benefits related to equity-based compensation and from favorable adjustments recorded upon the filing of our Federal tax returns.

Note R — Fair Value Measurements

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


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

•

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


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

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

The following table presents assets and liabilities measured at fair value on a recurring basis (at least annually) at April 3, 2020 and January 3, 2020:



	April 3, 2020						January 3, 2020
	Total		Level 1		Level 2		Total		Level 1		Level 2

	(In millions)
Assets
Deferred compensation plan assets:⁽¹⁾
Equity and fixed income securities	$	49	$	49	$	—	$	58	$	58	$	—
Investments measured at NAV:
Corporate-owned life insurance	27						29
Total fair value of deferred compensation plan assets	$	76	$	49	$	—	$	87	$	58	$	—
Derivatives (foreign currency forward contracts)	11		—		11		10		—		10
Total assets measured at fair value	$	87	$	49	$	11	$	97	$	58	$	10

Liabilities
Deferred compensation plan liabilities:⁽²⁾
Equity securities and mutual funds	$	2	$	2	$	—	$	2	$	2	$	—
Investments measured at NAV:
Common/collective trusts and guaranteed investment contracts	61						69
Total fair value of deferred compensation plan liabilities	$	63	$	2	$	—	$	71	$	2	$	—
Derivatives (foreign currency forward contracts)	27		—		27		8		—		8
Derivatives (treasury lock contracts)	135		—		135		56		—		56
Total liabilities measured at fair value	$	225	$	2	$	162	$	135	$	2	$	64

_______________


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

(2)

Primarily represents obligations to pay benefits under certain non-qualified deferred compensation plans, which we include in the “Compensation and benefits” and “Other long-term liabilities” line items in our Condensed Consolidated Balance Sheet (Unaudited). Under these plans, participants designate investment options (including stock and fixed-income funds), which serve as the basis for measurement of the notional value of their accounts.

The following table presents the carrying amounts and estimated fair values of our significant financial instruments that were not measured at fair value (carrying amounts of other financial instruments not listed in the table below approximate fair value due to the short-term nature of those items):



	April 3, 2020				January 3, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value

	(In millions)
Long-term debt (including current portion)⁽¹⁾	$	7,190	$	7,485	$	6,951	$	7,536

_______________


(1)	Fair value was estimated using a market approach based on quoted market prices for our debt traded in the secondary market. If our long-term debt in our balance sheet were measured at fair value, it would be categorized in Level 2 of the fair value hierarchy.

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

Note S — Derivative Instruments and Hedging Activities

In the normal course of business, we are exposed to global market risks, including the effect of changes in foreign currency exchange rates and changes in interest rates. We use derivative instruments to manage our exposure to such risks and formally document all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking hedge transactions. We also may enter into derivative instruments that are not designated as hedges and do not qualify for hedge accounting. We recognize all derivatives in our Condensed Consolidated Balance Sheet (Unaudited) at fair value. We do not hold or issue derivatives for speculative trading purposes.

Exchange-Rate Risk — Fair Value Hedges

To manage the exposure in our balance sheet to risks from changes in foreign currency exchange rates, we implement fair value hedges. More specifically, we have used foreign currency forward contracts and options to hedge certain balance sheet items, including foreign currency denominated accounts receivable and inventory. Changes in the value of the derivatives and the related hedged items are reflected in earnings, in the “Cost of product sales and services” line item in our Condensed Consolidated Statement of Income (Unaudited).

As of April 3, 2020, we had no outstanding foreign currency forward contracts to hedge balance sheet items. The net gains or losses on foreign currency forward contracts designated as fair value hedges were not material in the quarter ended April 3, 2020 or in the quarter ended March 29, 2019. In addition, no amounts were recognized in earnings in the quarter ended April 3, 2020 or in the quarter ended March 29, 2019 related to hedged firm commitments that no longer qualify as fair value hedges.

Exchange-Rate Risk — Cash Flow Hedges

To manage our exposure to currency risk and market fluctuation risk associated with anticipated cash flows that are probable of occurring in the future, we implement cash flow hedges. More specifically, we use foreign currency forward contracts and options to hedge off-balance sheet future foreign currency commitments, including purchase commitments to suppliers, future committed sales to customers and intersegment transactions. These derivatives are used to hedge currency exposures from cash flows anticipated across our business segments. We also hedge U.S. Dollar payments to suppliers to maintain our anticipated profit margins in our international operations. These derivatives have only nominal intrinsic value at the time of purchase and have a high degree of correlation to the anticipated cash flows they are designated to hedge. Hedge effectiveness is determined by the correlation of the anticipated cash flows from the hedging instruments and the anticipated cash flows from the future foreign currency commitments through the maturity dates of the derivatives used to hedge these cash flows. These financial instruments are marked-to-market using forward prices and fair value quotes with the offset to other comprehensive income. Gains and losses in AOCI are reclassified to earnings when the related hedged item is recognized in earnings. The cash flow impact of our derivatives is included in the same category in our Condensed Consolidated Statement of Cash Flows (Unaudited) as the cash flows of the related hedged items. Notional amounts are used to measure the volume of foreign currency forward contracts and do not represent exposure to foreign currency losses. At April 3, 2020, we had open foreign currency forward contracts with an aggregate notional amount of $561 million denominated in Canadian Dollars, British Pounds, Euro, New Zealand Dollars and Australian Dollars to hedge certain forecasted transactions.

At April 3, 2020, our foreign currency forward contracts had maturities through 2024.

The table below presents the fair values of our derivatives designated as foreign currency hedging instruments in our Condensed Consolidated Balance Sheet (Unaudited) at April 3, 2020 and January 3, 2020:



	April 3, 2020		January 3, 2020

	(In millions)
Derivatives designated as hedging instruments:
Foreign currency forward contracts⁽¹⁾
Other current assets	$	8	$	8
Other non-current assets	3		2
Other accrued items	21		6
Other long-term liabilities	6		2

_______________


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

During the quarter ended April 3, 2020, we recognized a net unrealized loss of $16 million before income taxes in other comprehensive loss from foreign currency derivatives designated as cash flow hedges. During the quarter ended March 29, 2019, the net unrealized gain or loss recognized in other comprehensive income from foreign currency derivatives designated as cash flow hedges was not material.

During the quarters ended April 3, 2020 and March 29, 2019, the net gain or loss reclassified from AOCI into earnings from foreign currency derivatives designated as cash flow hedges was not material. Gains and losses from foreign currency derivatives designated as cash flow hedges are included in the line item in our Condensed Consolidated Statement of Income (Unaudited) associated with the hedged transaction, with the exception of any losses resulting from discontinued cash flow hedges, which are included in “Engineering, selling and administrative expenses” line item in our Condensed Consolidated Statement of Income (Unaudited).

At April 3, 2020, the estimated amount of existing losses to be reclassified into earnings within the next twelve months was $12 million before income taxes.

Interest-Rate Risk — Cash Flow Hedges

At April 3, 2020, we had two treasury lock agreements (“treasury locks”) with third-party financial institution counterparties with a combined notional amount of $650 million. These treasury locks were initiated in January 2019 (and assumed by us in connection with the L3Harris Merger) to hedge against fluctuations in interest payments due to changes in the benchmark interest rate (10-year U.S. Treasury rate) associated with the anticipated issuance of long-term fixed-rate notes (“New Notes”) to redeem or repay at maturity the entire $650 million outstanding principal amount of our 4.95% Notes due February 15, 2021 (“4.95% 2021 Notes”).

We designated these treasury locks as cash flow hedges against fluctuations in interest payments on the New Notes due to changes in the benchmark interest rate prior to issuance, which we expect to occur before the date of maturity of the 4.95% 2021 Notes. If the benchmark interest rate increases during the period of the agreement, the treasury locks position becomes an asset and we receive a cash payment from the counterparty when we terminate the treasury locks upon issuance of the New Notes. Conversely, if the benchmark interest rate decreases, the treasury locks position becomes a liability and we will make a cash payment to the counterparty when we terminate the treasury locks upon issuance of the New Notes. The fair value of the treasury locks is measured using a pricing model that utilizes observable market data such as the benchmark interest rate. See Note R — Fair Value Measurements in these Notes for additional information.

At April 3, 2020, the combined fair value of these treasury locks was a liability of $135 million, which is included in the “Other expenses and accruals” line item in our Condensed Consolidated Balance Sheet (Unaudited). The unrealized after-tax loss associated with these treasury locks included in the “Accumulated other comprehensive loss” line item in our Condensed Consolidated Balance Sheet (Unaudited) was $75 million and $16 million at April 3, 2020 and January 3, 2020, respectively.

Net gains or losses from cash flow hedges recognized in earnings were not material for the quarters ended April 3, 2020 or March 29, 2019.

Note T — Changes in Estimates

Contract Estimates

Under the POC cost-to-cost method of revenue recognition, a single estimated profit margin is used to recognize profit for each performance obligation over its period of performance. Recognition of profit on a contract requires estimates of the total cost at completion and transaction price as well as measurement of progress towards completion. Due to the long-term nature of many of our contracts, developing the estimated total cost at completion and total transaction price often requires judgment. Factors that must be considered in estimating the cost of the work to be completed include the nature and complexity of the work to be performed, subcontractor performance and the risk and impact of delayed performance. Factors that must be considered in estimating the total transaction price include contractual cost or performance incentives (such as incentive fees, award fees and penalties) and other forms of variable consideration as well as our historical experience and expectation for performance on the contract. These variable amounts generally are awarded upon achievement of certain negotiated performance metrics, program milestones or cost targets and can be based upon customer discretion. We include such estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.

fees that are higher or lower than expected. When adjustments in estimated total costs at completion or in estimated total transaction price are determined, the related impact on operating income is recognized using the cumulative catch-up method, which recognizes in the current period the cumulative effect of such adjustments for all prior periods. Any anticipated losses on these contracts are fully recognized in the period in which the losses become evident.

Net EAC adjustments resulting from changes in estimates increased our operating income by $103 million ($78 million after-tax or $.35 per diluted share) and increased our operating income by $6 million ($4 million after-tax or $.03 per diluted share) for the quarters ended April 3, 2020 and March 29, 2019, respectively. Revenue recognized from performance obligations satisfied in prior periods was $136 million and $18 million for the quarters ended April 3, 2020 and March 29, 2019, respectively.

Note U — 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 April 3, 2020, our ending backlog was $20.4 billion. We expect to recognize approximately 50 percent of the revenue associated with this backlog within the next twelve months and the substantial majority of the revenue associated with this backlog within the next three years. At January 3, 2020, our ending backlog was $20.6 billion, at which time we expected to recognize approximately 60 percent of the revenue associated with this backlog within the next twelve months and the substantial majority of the revenue associated with this backlog within the next three years.

Note V — Business Segment Information

We adjusted our segment reporting due to the L3Harris Merger to reflect our new organizational structure announced July 1, 2019. We structure our operations primarily around the products and services we sell and the markets we serve, and effective June 29, 2019, we report the financial results of our operations in the following four operating segments, which are also our reportable segments and are referred to as our business segments:


•	Integrated Mission Systems, including multi-mission ISR and communication systems; integrated electrical and electronic systems for maritime platforms; and advanced electro-optical and infrared solutions;


•	Space and Airborne Systems, including space payloads, sensors and full-mission solutions; classified intelligence and cyber defense; avionics; and electronic warfare;


•	Communication Systems, including tactical communications; broadband communications; integrated vision solutions; and public safety; and


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

The historical results, discussion and presentation of our business segments as set forth in this Report reflect the impact of these adjustments for all periods presented. There is no impact on our previously reported consolidated statements of income, balance sheets, statements of cash flows or statements of equity resulting from these adjustments. As noted in Note C — Business Divestitures and Assets Sales and elsewhere in these Notes, on May 4, 2020, following the close of the first quarter of fiscal 2020, we completed the sale of the airport security and automation business, which provided security and detection products, among others, as part of our Aviation Systems segment.

The accounting policies of our business segments are the same as those described in Note 1: “Significant Accounting Policies” in the Notes to Consolidated Financial Statements in our Fiscal Transition Period Form 10-KT. We evaluate each segment’s performance based on its operating income or loss, which we define as profit or loss from operations before income taxes, including pension income and excluding interest income and expense, royalties and related intellectual property expenses, equity method investment income or loss and gains or losses from securities and other investments. Intersegment sales are generally transferred at cost to the buying segment, and the sourcing segment may recognize a profit that is eliminated. The “Corporate eliminations” line item in the table below represents the elimination of intersegment sales. Corporate expenses are allocated to our operating segments using an allocation methodology prescribed by U.S. Government regulations for government contractors. The “Pension adjustment” line item in the table below represents the reconciliation of the non-service components of net periodic pension and postretirement benefit costs, which are a component of segment operating income but are included in the “Non-operating income” line item in our Condensed Consolidated Statement of Income (Unaudited). The non-service components of net periodic pension and postretirement benefit costs include interest cost, expected return on plan assets and amortization of net actuarial gain or loss.

Segment revenue, segment operating income (loss) and a reconciliation of segment operating income to total income from continuing operations before income taxes are as follows:



	Quarter Ended
	April 3, 2020			March 29, 2019

	(In millions)
Revenue
Integrated Mission Systems	$	1,370		$	14
Space and Airborne Systems	1,192			956
Communication Systems	1,094			580
Aviation Systems	1,011			144
Other non-reportable business segments⁽¹⁾	—			35
Corporate eliminations	(41		)	(1		)
	$	4,626		$	1,728
Income From Continuing Operations Before Income Taxes
Segment Operating Income (Loss):
Integrated Mission Systems	$	201		$	3
Space and Airborne Systems	221			174
Communication Systems	250			167
Aviation Systems	(177		)	17
Other non-reportable business segments⁽¹⁾	—			6
Unallocated corporate expenses⁽²⁾	(33		)	—
L3Harris Merger-related transaction and integration expenses	(31		)	(16		)
Amortization of acquisition-related intangibles⁽³⁾	(145		)	(25		)
Pension adjustment	(97		)	(47		)
Non-operating income	95			46
Net interest expense	(63		)	(42		)
Total	$	221		$	283

_______________


(1)	Includes the operating results of the Harris Night Vision business prior to the date of divestiture on September 13, 2019. See Note C — Business Divestitures and Assets Sales in these Notes for more information.

(2)

Includes: (i) $15 million of additional cost of sales related to the fair value step-up in inventory sold (see Note B — Business Combination in these Notes for more information); (ii) a $5 million non-cash goodwill impairment charge related to the pending divestiture of our Applied Kilovolts and Analytical Instrumentation business; and (iii) $3 million of divestiture expenses for the quarter ended April 3, 2020.

(3)

Includes $120 million of amortization of identifiable intangible assets acquired as a result of the L3Harris Merger for the quarter ended April 3, 2020 and $25 million of amortization of identifiable intangible assets acquired as a result of our acquisition of Exelis Inc. for each of the quarters ended April 3, 2020 and March 29, 2019. Because the L3Harris Merger and the acquisition of Exelis Inc. benefited the entire Company as opposed to any individual segment, the amortization of identifiable intangible assets acquired was not allocated to any segment.

Disaggregation of Revenue

Integrated Mission Systems: Integrated Mission Systems revenue is primarily derived from U.S. Government development and production contracts and is generally recognized over time using the POC cost-to-cost revenue recognition method. We disaggregate Integrated Mission Systems revenue by customer relationship, contract type and geographical region. We believe these categories best depict how the nature, amount, timing and uncertainty of Integrated Mission Systems revenue and cash flows are affected by economic factors:



	Quarter Ended
	April 3, 2020		March 29, 2019

	(In millions)
Revenue By Customer Relationship
Prime contractor	$	949	$	8
Subcontractor	421		6
	$	1,370	$	14
Revenue By Contract Type
Fixed-price⁽¹⁾	$	1,025	$	14
Cost-reimbursable	345		—
	$	1,370	$	14
Revenue By Geographical Region
United States	$	1,105	$	9
International	265		5
	$	1,370	$	14

_______________

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

Space and Airborne Systems: Space and Airborne Systems revenue is primarily derived from U.S. Government development and production contracts and is generally recognized over time using the POC cost-to-cost revenue recognition method. We disaggregate Space and Airborne Systems revenue by customer relationship, contract type and geographical region. We believe these categories best depict how the nature, amount, timing and uncertainty of Space and Airborne Systems revenue

and cash flows are affected by economic factors:



	Quarter Ended
	April 3, 2020		March 29, 2019

	(In millions)
Revenue By Customer Relationship
Prime contractor	$	658	$	572
Subcontractor	534		384
	$	1,192	$	956
Revenue By Contract Type
Fixed-price⁽¹⁾	$	670	$	531
Cost-reimbursable	522		425
	$	1,192	$	956
Revenue By Geographical Region
United States	$	1,003	$	846
International	189		110
	$	1,192	$	956

_______________

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

Communication Systems: Communication Systems revenue is primarily derived from fixed-price contracts and is generally recognized at the point in time when products are received and accepted by the customer for standard products offered to multiple customers and over time for customer-specific products, systems and services. We disaggregate Communication Systems revenue by customer relationship, contract type and geographical region. We believe these categories best depict how the nature, amount, timing and uncertainty of Communication Systems revenue and cash flows are affected by economic factors:



	Quarter Ended
	April 3, 2020		March 29, 2019

	(In millions)
Revenue By Customer Relationship⁽¹⁾
Prime contractor	$	740
Subcontractor	354
	$	1,094
Revenue By Contract Type⁽¹⁾
Fixed-price⁽²⁾	$	918
Cost-reimbursable	176
	$	1,094
Revenue by Geographical Region
United States	$	834	$	347
International	260		233
	$	1,094	$	580

______________

(1) Prior to the L3Harris Merger, Communication Systems did not recognize significant revenue for customer-specific products and systems, and currently, such customer arrangements primarily exist at operating businesses acquired in connection with the L3Harris Merger. The “Revenue by Customer Relationship” and “Revenue by Contract Type” disaggregation categories were added beginning in the Fiscal Transition Period to best depict how the nature, amount, timing and uncertainty of revenue and cash flows from these types of customer arrangements are affected by economic factors.

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

Aviation Systems: Aviation Systems revenue is primarily derived from fixed-price contracts and is generally recognized at the point in time when products are received and accepted by the customer for standard products offered to multiple customers and over time for customer-specific products, systems and services. We disaggregate Aviation Systems revenue by customer relationship, contract type and geographical region. We believe these categories best depict how the nature, amount, timing and uncertainty of Aviation Systems revenue and cash flows are affected by economic factors:



	Quarter Ended
	April 3, 2020		March 29, 2019

	(In millions)
Revenue By Customer Relationship
Prime contractor	$	664	$	140
Subcontractor	347		4
	$	1,011	$	144
Revenue By Contract Type
Fixed-price⁽¹⁾	$	841	$	122
Cost-reimbursable	170		22
	$	1,011	$	144
Revenue By Geographical Region
United States	$	749	$	143
International	262		1
	$	1,011	$	144

______________

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

Total assets by business segment are summarized below:



	April 3, 2020		January 3, 2020

	(In millions)
Total Assets
Integrated Mission Systems	$	7,999	$	7,896
Space and Airborne Systems	6,948		6,829
Communication Systems	5,928		5,930
Aviation Systems	7,423		7,569
Corporate⁽¹⁾	9,807		10,112
	$	38,105	$	38,336

_______________

(1)

Identifiable intangible assets acquired in connection with the L3Harris Merger in the quarter ended September 27, 2019 and our acquisition of Exelis Inc. in fiscal 2015 were recorded as Corporate assets because they benefited the entire Company as opposed to any individual segment. Identifiable intangible asset balances recorded as Corporate assets were approximately $8.2 billion and $8.5 billion at April 3, 2020 and January 3, 2020, respectively. Corporate assets also consisted of cash, income taxes receivable, deferred income taxes, deferred compensation plan investments, buildings and equipment, as well as any assets and liabilities from discontinued operations and divestitures. See Note C — Business Divestitures and Assets Sales in these Notes for additional information.

Note W — Legal Proceedings and Contingencies

From time to time, as a normal incident of the nature and kind of businesses in which we are or were engaged, various claims or charges are asserted and litigation or arbitration is commenced by or against us arising from or related to matters, including, but not limited to: product liability; personal injury; patents, trademarks, trade secrets or other intellectual property; labor and employee disputes; commercial or contractual disputes; strategic acquisitions or divestitures; the prior sale or use of former products allegedly containing asbestos or other restricted materials; breach of warranty; or environmental matters. Claimed amounts against us may be substantial, but may not bear any reasonable relationship to the merits of the claim or the extent of any real risk of court or arbitral awards. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. Gain contingencies, if any, are recognized when they are realized and legal costs generally are expensed when incurred. At April 3, 2020, our accrual for the potential resolution of lawsuits, claims or proceedings that we consider probable of being decided unfavorably to us was not material. Although it is not feasible to predict the outcome of these matters with certainty, it is reasonably possible that some lawsuits, claims or proceedings may be disposed of or decided unfavorably to us and in excess of the amounts currently accrued. Based on available information, in the opinion of management, settlements, arbitration awards and final judgments, if any, that are considered probable of being rendered against us in litigation or arbitration in existence at April 3, 2020 are reserved against or would not have a material adverse effect on our financial condition, results of operations or cash flows.

Environmental Matters

We are subject to numerous U.S. Federal, state, local and international environmental laws and regulatory requirements and are involved from time to time in investigations or litigation of various potential environmental issues. We or companies we have acquired are responsible, or alleged to be responsible, for environmental investigation and/or remediation of multiple sites. These sites are in various stages of investigation and/or remediation and in some cases our liability is considered de minimis. Notices from the U.S. Environmental Protection Agency (“EPA”) or equivalent state or international environmental agencies allege that a number of sites formerly or currently owned and/or operated by us or companies we have acquired, and other properties or water supplies that may be or have been impacted from those operations, contain disposed or recycled materials or wastes and require environmental investigation and/or remediation. These sites include instances of being identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as the “Superfund Act”) and/or equivalent state and international laws. For example, in June 2014, the U.S. Department of Justice (the “DOJ”), Environment and Natural Resources Division, notified several potentially responsible parties, including Exelis Inc., of potential responsibility for contribution to the environmental investigation and remediation of multiple locations in Alaska. In addition, in March 2016, the EPA notified over 100 potentially responsible parties, including Exelis Inc., of potential liability for the cost of remediation for the 8.3-mile stretch of the Lower Passaic River, estimated by the EPA to be $1.38 billion, but the parties’ respective allocations have not been determined. Although it is not feasible to predict the outcome of these environmental claims made against us, based on available information, in the opinion of our management, any payments we may be required to make as a result of environmental claims made against us in existence at April 3, 2020 are reserved against, covered by insurance or would not have a material adverse effect on our financial condition, results of operations or cash flows.

Note X — Subsequent Events

Airport security and automation business divestiture

On May 4, 2020, we completed the sale of the airport security and automation business for net cash proceeds of approximately $1 billion, before estimated transaction expenses and estimated adjustments in respect of net cash and working capital, and subject to post-closing finalization of those adjustments as set forth in the definitive sale agreement. We expect to use the net cash proceeds from the sale for general corporate purposes and potential repurchases of shares of our common stock.

Debt exchange

As described in more detail in Note M — Debt in these Notes, the Exchange Offers (to exchange any or all New L3Harris Notes that had been issued pursuant to an exemption from the registration requirements of the Securities Act for an equal principal amount of new notes registered under the Securities Act) expired at 5:00 p.m., New York City time, on May 1, 2020.

On May 5, 2020, we settled the Exchange Offers and issued Exchange Notes for validly tendered Original Notes.

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

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of January 3, 2020, the related consolidated statements of income, comprehensive income, cash flows and equity for the two quarters then ended, and the related notes (not presented herein); and in our report dated March 3, 2020, we expressed an unqualified audit opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of January 3, 2020, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

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

/s/ Ernst & Young LLP

Orlando, Florida

May 7, 2020

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

OVERVIEW

The following Management’s Discussion and Analysis (“MD&A”) is intended to assist in an understanding of our financial condition and results of operations. This MD&A is provided as a supplement to, should be read in conjunction with, and is qualified in its entirety by reference to, our Condensed Consolidated Financial Statements (Unaudited) and accompanying Notes appearing elsewhere in this Report (the “Notes”). In addition, reference should be made to our audited Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-KT for the Fiscal Transition Period from June 29, 2019 to January 3, 2020 (our “Fiscal Transition Period Form 10-KT”). Except for the historical information contained herein, the discussions in this MD&A contain forward-looking statements that involve risks and uncertainties. Our future results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below in this MD&A under “Forward-Looking Statements and Factors that May Affect Future Results.”

COVID-19

In March 2020, the widespread outbreak of the novel COVID-19 strain of coronavirus (“COVID-19”) was recognized as a pandemic by the World Health Organization (“WHO”) and declared a national emergency by the U.S. Government. The COVID-19 pandemic and attempts to contain it, such as mandatory closures, “shelter-in-place” orders and travel restrictions, have caused significant disruptions and adverse effects on U.S. and global economies, including impacts to supply chains, customer demand, international trade and capital markets. In response, we have increased our focus on keeping our employees safe while continuing to strive to meet customer commitments and support suppliers. For example, we have instituted work-from-home (for employees who are able to work remotely) and social distancing arrangements; canceled travel and external events; worked to procure personal protective equipment (“PPE”); initiated health screening procedures at higher-risk facilities; staggered work shifts, redesigned work stations and implemented stringent cleaning protocols, particularly for production facilities; maintained an active dialog with key suppliers and developed plans to mitigate supply chain risks; and shifted the timing of share repurchases, which bolsters liquidity in support of employees, suppliers and customers during the pandemic. The U.S. Government response has included identifying the Defense Industrial Base as a Critical Infrastructure Sector and enhancing cash flow and liquidity for the Defense Industrial Base, such as by increasing progress payments and accelerating contract awards. As a part of the Defense Industrial Base, these actions have enabled us to keep our U.S. production facilities largely operational in support of national security commitments to U.S. Government customers and to announce that we will accelerate more than $100 million in payments to small business suppliers in 45 states.

Although we believe that the large percentage of our revenue, earnings and cash flows that is derived from sales to the U.S. government, whether directly or through prime contractors, will be relatively predictable, in part due to the responsive actions taken by the U.S. Government described above, our commercial, international and public safety businesses are at a higher risk of adverse impacts related to the COVID-19 pandemic. For example, the severe decline in global air traffic from travel restrictions and the resulting downturn in the commercial aviation market and its impact on customer operations has significantly reduced demand for flight training, flight simulators and commercial avionics products in our Commercial Aviation Solutions sector within our Aviation Systems segment. As a result, we have temporarily closed some of our flight training facilities in Europe and several other locations and also have recognized $330 million of charges for impairment of goodwill and other assets and other COVID-19-related impacts in the first quarter of 2020.

The extent of these disruptions and impacts, including on our ability to perform under U.S. Government contracts and other contracts within agreed timeframes and ultimately on our results of operations and cash flows, will depend on future developments, including the severity and duration of the pandemic and associated containment actions taken by the U.S. Government, state and local government officials and international governments, and consequences thereof, and global air traffic demand, all of which are uncertain and unpredictable.

The impact of COVID-19 may also exacerbate other risks discussed in Item 1A. “Risk Factors” of our Fiscal Transition Period Form 10-KT, any of which could have a material effect on us. We continue to work with our customers, employees, suppliers, subcontractors, distributors, resellers and communities to address the impact of the pandemic. We continue to assess possible implications to our business, supply chain and customers, and to take actions in an effort to mitigate adverse consequences. For further information regarding the impact, and the risks of the impact, of COVID-19 on the Company, see Part II, Item 1A. “Risk Factors” in this Report.

The following is a list of the remaining sections of this MD&A, together with our perspective on their contents, which we hope will assist in reading these pages:


•	Results of Operations — an analysis of our consolidated results of operations and the results in each of our business segments, to the extent the segment results are helpful to an understanding of our business as a whole, for the periods presented in our Condensed Consolidated Financial Statements (Unaudited).


•	Liquidity, Capital Resources and Financial Strategies — an analysis of cash flows, funding of pension plans, common stock repurchases, dividends, capital structure and resources, off-balance sheet arrangements and commercial commitments and contractual obligations.


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


•	Forward-Looking Statements and Factors that May Affect Future Results — cautionary information about forward-looking statements and a description of certain risks and uncertainties that could cause our actual results to differ materially from our historical results or our current expectations or projections.

As discussed in Note V — Business Segment Information in the Notes, we implemented a new organizational structure effective on June 29, 2019, which resulted in changes to our operating segments, which are also reportable segments and referred to as our business segments. The historical results, discussion and presentation of our business segments as set forth in this MD&A reflect the impact of these changes for all periods presented in order to present segment information on a comparable basis. There is no impact on our previously reported consolidated statements of income, balance sheets, statements of cash flows or statements of equity resulting from these changes.

We report the financial results of our continuing operations in the following four segments, which are also referred to as

our business segments:


•	Integrated Mission Systems, including multi-mission intelligence, surveillance and reconnaissance and communication systems; integrated electrical and electronic systems for maritime platforms; and advanced electro-optical and infrared solutions;


•	Space and Airborne Systems, including space payloads, sensors and full-mission solutions; classified intelligence and cyber defense; avionics; and electronic warfare;


•	Communication Systems, including tactical communications; broadband communications; integrated vision solutions; and public safety; and


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

On February 4, 2020, we entered into a definitive agreement to sell Security & Detection Systems and MacDonald Humfrey Automation solutions (“airport security and automation business”) to Leidos, Inc. for $1 billion in cash, subject to customary purchase price adjustments as set forth in the definitive agreement. The sale transaction is conditioned on customary closing conditions, including satisfaction of regulatory requirements. The airport security and automation business, which is reported as part of our Aviation Systems segment, provides solutions used by the aviation and transportation industries, regulatory and customs authorities, government and law enforcement agencies and commercial and other high-security facilities. We completed the sale of the airport security and automation business on May 4, 2020 and expect to use the proceeds from the sale for general corporate expenses and for potential repurchases of shares of our common stock.

On March 20, 2020, we entered into a definitive agreement to sell our EOTech business for $42 million, subject to customary purchase price adjustments and customary closing conditions as set forth in the definitive agreement. The EOTech business, which is reported as part of our Communications Systems segment, manufactures holographic sighting systems, magnified field optics and accessories for military, law enforcement and commercial markets around the world. We expect to complete the sale of the EOTech business in mid-2020.

As described in more detail in Note C — Business Divestitures and Assets Sales in the Notes, the assets and liabilities of the airport security and automation, EOTech and the Applied Kilovolts and Analytical Instrumentation businesses were classified as held for sale in our Condensed Consolidated Balance Sheet (Unaudited) as of April 3, 2020.

Amounts contained in this Report may not always add to totals due to rounding.

RESULTS OF OPERATIONS

As discussed further in Note A — Significant Accounting Policies and Recent Accounting Standards in the Notes, we completed the L3Harris Merger on June 29, 2019. Because of the L3Harris Merger, the quarter ended April 3, 2020 reflects the results of the combined company, while the quarter ended March 29, 2019 reflects the results of only Harris operating businesses. Due to the significance of the L3 operating businesses included in the combined company results following the L3Harris Merger, the reported results for the quarter ended April 3, 2020 and quarter ended March 29, 2019 generally are not comparable. Therefore, to assist with a discussion of the April 3, 2020 and March 29, 2019 consolidated results of operations on a more comparable basis, certain supplemental unaudited pro forma combined income statement information prepared in accordance with the requirements of Article 11 of Regulation S-X (referred to in this MD&A as “pro forma”) also is provided (see “Supplemental Unaudited Pro Forma Condensed Combined Income Statement Information” below in this MD&A).

Highlights

Consolidated operating results for the quarter ended April 3, 2020, in each case compared with the quarter ended March 29, 2019 on both an “as reported” basis (reflecting the results of only Harris operating businesses for the prior period) and a “pro forma” basis (also reflecting the results of L3 operating businesses for the prior period), included:

Consolidated — as reported


•	Revenue increased 168 percent to $4.6 billion from $1.7 billion;


•	Gross margin increased 125 percent to $1,328 million from $589 million;


•	Income from continuing operations decreased 20 percent to $195 million from $243 million; and


•	Income from continuing operations per diluted common share attributable to L3Harris Technologies, Inc. common shareholders decreased 51 percent to $0.99 from $2.02.

Consolidated — pro forma


•	Revenue increased 5 percent to $4.6 billion from $4.4 billion;


•	Gross margin increased 5 percent to $1,328 million from $1,267 million;


•	Income from continuing operations decreased 51 percent to $195 million from $400 million; and


•	Income from continuing operations per diluted common share attributable to L3Harris Technologies, Inc. common shareholders decreased 43 percent to $0.99 from $1.75.

Consolidated Results of Operations



	Quarter Ended
	April 3, 2020			March 29, 2019			% Inc/(Dec)		March 29, 2019			% Inc/(Dec)

	As Reported								Pro Forma
	(Dollars in millions, except per share amounts)
Revenue:
Integrated Mission Systems	$	1,370		$	14		*		$	1,362		1	%
Space and Airborne Systems	1,192			956			25	%	1,112			7	%
Communication Systems	1,094			580			89	%	1,041			5	%
Aviation Systems	1,011			144			*		914			11	%
Other non-reportable business segments	—			35			(100	)%	—			*
Corporate eliminations	(41		)	(1		)	*		(43		)	(5	)%
Total revenue	4,626			1,728			168	%	4,386			5	%
Cost of product sales and services	(3,298		)	(1,139		)	190	%	(3,119		)	6	%
Gross margin	1,328			589			125	%	1,267			5	%
% of total revenue	29		%	34		%			29		%
Engineering, selling and administrative expenses	(815		)	(310		)	163	%	(799		)	2	%
% of total revenue	18		%	18		%			18		%
Impairment of goodwill and other assets	(324		)	—			*		—			*
Non-operating income	95			46			107	%	55			73	%
Net interest expense	(63		)	(42		)	50	%	(67		)	(6	)%
Income from continuing operations before income taxes	221			283			(22	)%	456			(52	)%
Income taxes	(26		)	(40		)	(35	)%	(56		)	(54	)%
Effective tax rate	12		%	14		%			12		%
Income from continuing operations	195			243			(20	)%	400			(51	)%
Noncontrolling interests, net of income taxes	23			—			*		(6		)	(483	)%
Income from continuing operations attributable to L3Harris Technologies, Inc. common shareholders	$	218		$	243		(10	)%	$	394		(45	)%
% of total revenue	5		%	14		%			9		%
Income from continuing operations per diluted common share attributable to L3Harris Technologies, Inc. common shareholders	$	0.99		$	2.02		(51	)%	$	1.75		(43	)%

_______________

* Not meaningful

As Reported

Revenue

The increase in revenue for the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to the inclusion of $2.9 billion of revenue (net of intercompany sales eliminations) from L3 operations in operating results for the quarter ended April 3, 2020 and organic revenue growth in all four business segments.

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

Gross Margin

The increase in gross margin for the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to the inclusion of L3 operations in operating results for the quarter ended April 3, 2020. The decrease in gross margin as a percentage of revenue (“gross margin percentage”) for the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to a mix of program revenue and product sales with relatively lower gross margin percentage, $17 million of amortization of identifiable intangible assets acquired as a result of the L3Harris Merger in the quarter ended April 3, 2020 and $15 million of additional cost of sales related to the fair value step-up in inventory sold in the quarter ended April 3, 2020, partially offset by productivity and integration savings.

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

Engineering, Selling and Administrative Expenses

The increase in Engineering, Selling and Administrative (“ESA”) expenses and comparability of ESA expense as a percentage of total revenue (“ESA percentage”) for the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 were primarily due to the inclusion of L3 operations in operating results, as well as $103 million of amortization of identifiable intangible assets acquired as a result of the L3Harris Merger and additional charges for integration and other costs associated with the L3Harris Merger in the quarter ended April 3, 2020, partially offset by productivity and integration savings.

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

Impairment of goodwill and other assets

Impairment of goodwill and other assets for the quarter ended April 3, 2020 included a $296 million non-cash goodwill impairment charge and $23 million of charges to write-down accounts receivable and contract assets in our Commercial Aviation Solutions sector due to the COVID-19-related downturn in the commercial aviation market and its impact on customer operations as well as a $5 million non-cash goodwill impairment charge recorded in connection with the pending divestiture of our Applied Kilovolts and Analytical Instrumentation business.

See Note C — Business Divestitures and Assets Sales, Note G — Receivables, Note H — Contract Assets and Contract Liabilities and Note K — Goodwill and Other Intangible Assets in the Notes for further information.

Non-Operating Income

The increase in non-operating income in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to an increase in the non-service cost components of pension and other postretirement benefit plan income, reflecting the inclusion of income from benefit plans assumed in connection with the L3Harris Merger.

See Note P — Non-Operating Income and Note N — Postretirement Benefit Plans in the Notes for further information.

Net Interest Expense

The increase in net interest expense in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to higher average debt levels as a result of the assumption of $3.5 billion of debt in connection with the L3Harris Merger. See Note M — Debt in the Notes and Note 14: “Debt” in the Notes to Consolidated Financial Statements in our Fiscal Transition Period Form 10-KT for further information.

Income Taxes

Our effective tax rate (income taxes as a percentage of income from continuing operations before income taxes) was 11.8 percent for the quarter ended April 3, 2020 compared with 14.1 percent for the quarter ended March 29, 2019. Our effective tax rate for the quarter ended April 3, 2020 benefited from the favorable impact of excess tax benefits related to equity-based compensation, research and development (“R&D”) credits and the favorable impact of audit settlements, partially offset by a valuation allowance increase on international credits and the unfavorable impact of non-deductible goodwill impairment charges. Our effective tax rate for the quarter ended March 29, 2019 benefited from the favorable impact of excess tax benefits related to equity-based compensation and from favorable adjustments recorded upon the filing of our Federal tax returns.

Income From Continuing Operations

The decrease in income from continuing operations for the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to the non-cash charges for impairment of goodwill and other assets in the quarter ended April 3, 2020 as well as the combined effects of the other reasons noted above in this “As Reported” discussion regarding the quarters ended April 3, 2020 and March 29, 2019.

Income From Continuing Operations Per Diluted Common Share Attributable to L3Harris Common Shareholders

The decrease in income from continuing operations per diluted common share attributable to L3Harris common shareholders for the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to lower income from continuing operations, as discussed above, and an increase in diluted weighted average common shares outstanding as a result of approximately 104 million shares issued in connection with the L3Harris Merger.

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

Pro Forma

Revenue

The increase in revenue for the quarter ended April 3, 2020 compared with pro forma revenue for the quarter ended March 29, 2019 was primarily due to higher revenue in all four business segments.

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

Gross Margin

The increase in gross margin in the quarter ended April 3, 2020 compared with pro forma gross margin for the quarter ended March 29, 2019 was primarily due to productivity and integration savings, partially offset by a less favorable program mix. Gross margin percentage in the quarter ended April 3, 2020 was comparable with the quarter ended March 29, 2019.

Engineering, Selling and Administrative Expenses

The increase in ESA expenses in the quarter ended April 3, 2020 compared with pro forma ESA expense for the quarter ended March 29, 2019 was primarily due to $6 million of additional charges for integration and other costs associated with the L3Harris Merger, $3 million of divestiture expenses and $3 million of COVID-19-related charges in the quarter ended April 3, 2020. ESA percentage in the quarter ended April 3, 2020 was comparable with the quarter ended March 29, 2019.

Impairment of goodwill and other assets

See Note C — Business Divestitures and Assets Sales and Note K — Goodwill and Other Intangible Assets in the Notes for further information.

Non-Operating Income

The increase in non-operating income for the quarter ended April 3, 2020 compared with pro forma non-operating income for the quarter ended March 29, 2019 was primarily due an increase in the non-service cost components of pension and other postretirement benefit plan income.

Net Interest Expense

The decrease in net interest expense for the quarter ended April 3, 2020 compared with pro forma net interest expense for the quarter ended March 29, 2019 reflects amortization of the increase to L3’s long-term debt based on a $172 million fair value adjustment.

See “Supplemental Unaudited Pro Forma Condensed Combined Income Statement Information” below in this MD&A for further information.

Income Taxes

Our effective tax rate (income taxes as a percentage of income from continuing operations before income taxes) was 11.8 percent for the quarter ended April 3, 2020 compared with a 12.3 percent pro forma effective tax rate for the quarter ended March 29, 2019. Our effective tax rate for the quarter ended April 3, 2020 benefited from the favorable impact of excess tax benefits related to equity-based compensation, R&D credits and the favorable impact of audit settlements, partially offset by a valuation allowance increase on international credits and the unfavorable impact of non-deductible goodwill impairment charges.

See “Supplemental Unaudited Pro Forma Condensed Combined Income Statement Information” below in this MD&A for information regarding our pro forma effective tax rate for the quarter ended March 29, 2019.

Income From Continuing Operations

The decrease in income from continuing operations for the quarter ended April 3, 2020 compared with pro forma income from continuing operations for the quarter ended March 29, 2019 was primarily due to the non-cash charges for impairment of goodwill and other assets in the quarter ended April 3, 2020 as well as the combined effects of the reasons noted above in this “Pro Forma” discussion regarding the quarters ended April 3, 2020 and March 29, 2019.

Income From Continuing Operations Per Diluted Common Share Attributable to L3Harris Common Shareholders

The decrease in income from continuing operations per diluted common share attributable to L3Harris common shareholders for the quarter ended April 3, 2020 compared with pro forma income from continuing operations per diluted common share for the quarter ended March 29, 2019 was primarily due to lower income from continuing operations, as discussed above, partially offset by a decrease in our diluted weighted average common shares outstanding from shares of our common stock repurchased under our repurchase program since the L3Harris Merger.

Supplemental Unaudited Pro Forma Condensed Combined Income Statement Information

The following supplemental unaudited pro forma condensed combined income statement information prepared in accordance with the requirements of Article 11 of Regulation S-X provides further information supporting the preparation of the supplemental unaudited pro forma condensed combined financial information for the quarter ended March 29, 2019 provided above in the “Consolidated Results of Operations” discussion in this MD&A and has been prepared to give effect to the L3Harris Merger under the acquisition method of accounting. It combines the historical results of operations of Harris and L3 and reflects the L3Harris Merger as if it closed on June 30, 2018, the first day of Harris’ fiscal 2019, and gives effect to pro forma events that are (a) directly attributable to the L3Harris Merger, (b) factually supportable and (c) expected to have a continuing impact on our results of operations. The adjustments include adjustments to reflect the sale of the Harris Night Vision business, which is directly attributable to the L3Harris Merger, but do not include any adjustments for the use of proceeds from such sale, because the use is not directly attributable to the L3Harris Merger. The pro forma condensed combined income statement information is provided for informational and supplemental purposes only, and does not purport to indicate what L3Harris’ results of operations would have been, or L3Harris’ future results of operations, had the L3Harris Merger actually occurred on June 30, 2018. The supplemental unaudited pro forma condensed combined income statement information should be read in conjunction with other sections of this MD&A, our Condensed Consolidated Financial Statements (Unaudited) and the Notes appearing elsewhere in this Report.



Unaudited Pro Forma Condensed Combined Statement of Income
For the quarter ended March 29, 2019
	Historical Harris			Historical L3			Pro Forma Adjustments			Note References	Pro Forma Combined

	(In millions, except per share amounts)
Revenue from product sales and services	$	1,728		$	2,700		$	(7	)	a	$	4,386
							(35		)	b
Cost of product sales and services	(1,139		)	(2,007		)	7			a	(3,119		)
							24			b
							(4		)	c
Engineering, selling and administrative expenses	(310		)	(382		)	5			b	(799		)
							(103		)	c
							9			d
							(2		)	e
							2			f
							(18		)	j
Merger, acquisition and divestiture related expenses	—			(18		)	18			j	—
Non-operating income	46			—			9			j	55
Interest and other income, net	—			4			9			g	—
							(13		)	j
Interest income	1			—			4			j	5
Interest expense	(43		)	(37		)	1			h	(72		)
							7			i
Income from continuing operations before income taxes	283			260			(87		)		456
Income taxes	(40		)	(37		)	21			k	(56		)
Income from continuing operations	243			223			(66		)		400
Noncontrolling interest, net of income taxes	—			(6		)	—				(6		)
Income from continuing operations attributable to common shareholders	$	243		$	217		$	(66	)		$	394

Income from continuing operations per basic common share attributable to common shareholders	$	2.06									$	1.77
Income from continuing operations per diluted common share attributable to common shareholders	$	2.02									$	1.75
Basic weighted average common shares outstanding	117.9						104.1			l	222.0
Diluted weighted average common shares outstanding	120.3						104.6			l	224.9

Notes:


a.	Reflects the elimination of intercompany balances and transactions between L3 and Harris.


b.	Reflects the sale of the Harris Night Vision business.


c.	Reflects the net increase in amortization expense related to the fair value of acquired finite-lived identifiable intangible assets and the elimination of historical amortization expense recognized by L3 for the quarter ended March 29, 2019. Assumptions and details are as follows:



	Weighted Average Amortization Period	Fair Value		Quarter ended March 29, 2019

	(In years)	(In millions)
Identifiable Intangible Assets Acquired:
Customer relationships	15	$	5,417	$	100
Trade names — Divisions	9	123		3
Adjustment to engineering, selling and administrative expenses				103
Developed technology	7	562		16
Less: L3 historical amortization				(12		)
Adjustment to cost of product sales and services				4
Total net adjustment to amortization expense				$	107


d.	Represents the elimination of transaction costs, which were included in merger, acquisition and divestiture related expenses in L3’s historical statement of operations and in engineering, selling and administrative expenses in Harris’ historical statement of income.


e.	In connection with the L3Harris Merger, on October 12, 2018, each company entered into a letter of agreement with its chief executive officer, to outline the terms of each such person’s role and compensation arrangements following the merger. Amounts shown reflect the increase in compensation expense as a result of these modified arrangements.


f.	Reflects the impact of change-in-control payments under certain post-retirement and share-based and deferred compensation arrangements.


g.	Reflects the elimination of amortization of net actuarial losses from accumulated comprehensive loss related to L3’s postretirement benefit plans as part of purchase accounting.


h.	Reflects the elimination of amortization of deferred debt issuance costs as part of purchase accounting.


i.	Reflects amortization of the increase to L3’s long-term debt based on a $172 million fair value adjustment.


j.	Certain amounts from L3’s historical statement of operations data were reclassified to conform their presentation to that of Harris. These reclassifications include:


1.	Merger, acquisition and divestiture related expenses, which were reclassified to engineering, selling and administrative expenses; and


2.	Interest and other income, net, which was reclassified to interest income.

Represents the income tax impact of the pro forma adjustments, using the blended worldwide tax rates for L3, in the case of pro forma adjustments to L3’s historical results, and the federal and state statutory tax rates for Harris, in the case of pro forma adjustments to Harris’ historical results. As a result, the combined statutory tax rate used to tax-effect the pro forma adjustments was approximately 24 percent for the quarter ended March 29, 2019. This tax rate does not represent the combined company’s effective tax rate, which will include other tax charges and benefits, and does not take into account any historical or possible future tax events that may impact the combined company following the consummation of the L3Harris Merger.


l.	Increase in common stock due to shares of L3Harris common stock issued for L3 common stock, L3 restricted stock units and L3 performance stock units. Diluted shares also include the dilutive impact of L3Harris stock options issued for L3 stock options calculated using the treasury stock method.

Discussion of Business Segment Results of Operations

Integrated Mission Systems



	Quarter Ended
	April 3, 2020			March 29, 2019			% Inc/(Dec)	March 29, 2019			% Inc/(Dec)

	As Reported							Pro Forma
	(Dollars in millions)
Revenue	$	1,370		$	14		*	$	1,362		1	%
Segment operating income	$	201		$	3		*	$	165		22	%
% of revenue	15		%	21		%		12		%

__________

*Not meaningful

As Reported

The changes in segment revenue, operating income and operating income as a percentage of revenue (“operating margin percentage”) in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 were primarily due to the inclusion of L3 operations in segment operating results for the quarter ended April 3, 2020. Because the Integrated Mission Systems segment is almost entirely comprised of L3 businesses, comparison to prior year segment operating metrics is not meaningful.

Pro Forma

The increase in segment revenue in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to $19 million of higher revenue in Maritime, reflecting a ramp in classified programs, partially offset by lower revenue in Electro Optical.

The increases in segment operating income and operating margin percentage in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 were primarily driven by productivity and integration savings and higher pension income, partially offset by a mix of program revenue with relatively lower operating margin percentage.

Space and Airborne Systems



	Quarter Ended
	April 3, 2020			March 29, 2019			% Inc/(Dec)		March 29, 2019			% Inc/(Dec)

	As Reported								Pro Forma
	(Dollars in millions)
Revenue	$	1,192		$	956		25	%	$	1,112		7	%
Segment operating income	$	221		$	174		27	%	$	198		12	%
% of revenue	19		%	18		%			18		%

As Reported

The increases in segment revenue, operating income and operating margin percentage in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 were primarily due to the inclusion of L3 operations in segment operating results during the quarter ended April 3, 2020 as well as the same reasons as noted below regarding this segment on a pro forma basis.

Pro Forma

The increase in segment revenue in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to $92 million of higher revenue in Mission Avionics driven by a production ramp and increased content on the F-35 platform and $28 million higher revenue from growth on classified programs in Intel and Cyber, partially offset by lower revenue in Space due to delayed ramp of a follow on U.S. Air Force space domain awareness program following the wind down of the predecessor program.

The increases in segment operating income and operating margin percentage in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 were primarily due to productivity and integration savings.

Communication Systems



	Quarter Ended
	April 3, 2020			March 29, 2019			% Inc/(Dec)		March 29, 2019			% Inc/(Dec)

	As Reported								Pro Forma
	(Dollars in millions)
Revenue	$	1,094		$	580		89	%	$	1,041		5	%
Segment operating income	$	250		$	167		50	%	$	226		11	%
% of revenue	23		%	29		%			22		%

As Reported

The increase in segment revenue in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to the inclusion of L3 operations in segment operating results during the quarter ended April 3, 2020 and the same reasons as noted below regarding revenue for this segment on a pro forma basis.

The increase in segment operating income and decrease in segment operating income percentage in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 were primarily due to the inclusion of L3 operations in segment operating results during the quarter ended April 3, 2020 and mix of product sales and program revenue with a relatively lower operating margin percentage.

Pro Forma

The increase in revenue in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to $51 million of higher Tactical Communications revenue, reflecting increased U.S. DoD modernization demand and lower sales volume for international tactical radios, partially offset by lower revenue in Public Safety.

The increases in segment operating income and operating margin percentage in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 were primarily due to higher volume and productivity and integration savings, partially offset by a mix of product sales and program revenue with a relatively lower operating margin percentage.

Additional Information on Known Trends and Uncertainties

We expect revenue and operating income in the Public Safety sector will be adversely impacted by the COVID-19-related pressures on state and local government municipality customers, including reduced staffing, limited remote work technology capabilities, significant reductions in near-term tax revenues and competing budget priorities. We currently expect revenue in our Public Safety sector to decrease by approximately $50 million in calendar year 2020 compared with calendar year 2019; however, the ultimate extent of the COVID-19-related impact to our Public Safety sector remains uncertain and unpredictable.

Aviation Systems



	Quarter Ended
	April 3, 2020			March 29, 2019			% Inc/(Dec)	March 29, 2019		% Inc/(Dec)

	As Reported							Pro Forma
	(Dollars in millions)
Revenue	$	1,011		$	144		*	914		11	%
Segment operating income (loss)	$	(177	)	$	17		*	105		*
% of revenue	(18		)%	12		%		11	%

__________

*Not meaningful

As Reported

The segment operating loss in the quarter ended April 3, 2020 compared with segment operating income in the quarter ended March 29, 2019 was primarily due to $324 million of impairment of goodwill and other assets and other charges recorded in the quarter ended April 3, 2020 related to the Commercial Aviation Solutions sector due to the downturn in the commercial aviation market and its impact on customer operations, partially offset by the inclusion of L3 operations in segment operating results (principally Defense Aviation Products and Military Training operations) in the quarter ended April 3, 2020.

Pro Forma

The increase in segment revenue in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to $51 million of higher revenue in Defense Aviation Products and $36 million of higher revenue in Mission Networks.

The segment operating loss in the quarter ended April 3, 2020 compared with segment operating income in the quarter ended March 29, 2019 was primarily due $324 million of impairment of goodwill and other assets and other charges recorded in the quarter ended April 3, 2020 related to the Commercial Aviation Solutions sector due to the downturn in the commercial aviation market and its impact on customer operations, partially offset by productivity and integration savings, higher pension income and higher volume.

Additional Information on Known Trends and Uncertainties

Revenue and operating income from our Commercial Aviation Solutions sector are expected to decline for the remainder of fiscal 2020 due to decreased commercial training and commercial avionics sales volume, reflecting the COVID-19 pandemic and its impact on global air traffic and customer operations. We currently expect revenue in our Commercial Aviation Solutions sector to decrease by approximately $300 million in calendar year 2020 compared with calendar year 2019; however, the ultimate extent of the COVID-19-related impact to our Commercial Aviation Solutions sector remains uncertain. In addition, the sale of our airport security and automation businesses on May 4, 2020, will decrease segment revenue and operating income in calendar year 2020 compared with calendar year 2019. Revenue from the airport security and automation businesses in the quarter ended April 3, 2020 was approximately $120 million.

Unallocated Corporate Expense



	Quarter Ended
	April 3, 2020			March 29, 2019			% Inc/(Dec)		March 29, 2019			% Inc/(Dec)

	As Reported								Pro Forma
	(Dollars in millions)
Unallocated corporate expenses	$	(33	)	$	—		*		$	—		*
L3Harris Merger-related transaction and integration expenses	(31		)	(16		)	94	%	(25		)	24	%
Amortization of acquisition-related intangibles	(145		)	(25		)	480	%	(145		)	—	%

Unallocated corporate expense in the first quarter of fiscal 2020 included $15 million of additional cost of sales related to the fair value step-up in inventory sold, a $5 million non-cash goodwill impairment charge related to the pending divestiture of our Applied Kilovolts and Analytical Instrumentation business and $3 million of divestiture expenses.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL STRATEGIES

Cash Flows



	Quarter Ended
	April 3, 2020			March 29, 2019

	(In millions)
Net cash provided by operating activities	$	533		$	405
Net cash used in investing activities	(58		)	(37		)
Net cash used in financing activities	(612		)	(380		)
Effect of exchange rate changes on cash and cash equivalents	(24		)	3
Net decrease in cash and cash equivalents	(161		)	(9		)
Cash and cash equivalents, beginning of year	824			343
Cash and cash equivalents, end of period	$	663		$	334

Cash and cash equivalents

The $161 million net decrease in cash and cash equivalents from the end of the Fiscal Transition Period to the end of the first quarter of fiscal 2020 was primarily due to:

•$533 million of net cash provided by operating activities;

•$245 million of net proceeds from borrowings; and

•$33 million of proceeds from exercises of employee stock options, more than offset by

•$700 million used to repurchase shares of our common stock;

•$183 million used to pay cash dividends; and

•$48 million used for net additions of property, plant and equipment.

The $9 million net decrease in cash and cash equivalents from the end of the quarter ended December 28, 2018 to the end of the quarter ended March 29, 2019 was primarily due to:

•$405 million of net cash provided by operating activities; and

•$6 million of proceeds from exercises of employee stock options; more than offset by

•$301 million of net repayment of borrowings;

•$81 million used to pay cash dividends; and

•$37 million used for net additions of property, plant and equipment.

At April 3, 2020, we had cash and cash equivalents of $663 million, and we have a senior unsecured $2 billion revolving credit facility that expires in June 2024 (all of which was available to us as of April 3, 2020). Additionally, we had $7.2 billion of long-term debt outstanding at April 3, 2020, the majority of which was assumed in connection with the L3Harris Merger in the Fiscal Transition Period and the acquisition of Exelis Inc. in the fourth quarter of fiscal 2015. Our $663 million of cash and cash equivalents at April 3, 2020 included $447 million held by our foreign subsidiaries, a significant portion of which we believe can be repatriated to the U.S. with minimal tax cost.

Given our current cash position, outlook for funds generated from operations, credit ratings, available credit facility, cash needs and debt structure, we have not experienced to date, and do not expect to experience, any material issues with liquidity, although we can give no assurances concerning our future liquidity, particularly in light of our overall level of debt, U.S. Government budget uncertainties and the state of global commerce and financial uncertainty. For further information regarding COVID-19-related risks and uncertainties, see Part II, Item 1A. “Risk Factors” in this Report.

We cannot currently predict the impact that COVID-19, among other potential risks and uncertainties, will have on our cash from operations. However, based on our current business plan and revenue prospects, we believe that our existing cash, funds generated from operations, our credit facility and access to the public and private debt and equity markets will be sufficient to provide for our anticipated working capital requirements, capital expenditures, dividend payments, repurchases under our share repurchase program and repayments of our debt securities at maturity for the next twelve months and the reasonably foreseeable future thereafter. Our total capital expenditures for fiscal 2020 are expected to be approximately $400 million. We anticipate tax payments in fiscal 2020 to be approximately equal to or marginally less than our tax expense for the same period, subject to adjustment for certain timing differences. Other than those cash outlays noted in “Contractual Obligations” in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Fiscal Transition Period Form 10-KT and in the “Commercial Commitments and Contractual Obligations” section below in this MD&A (including repayment at maturity of the entire $250 million of our Floating Rate Notes due April 30, 2020), capital expenditures, dividend payments, repurchases under our share repurchase program, L3Harris Merger-related integration and

other costs and cash payments to counterparties upon termination of yield-based treasury lock agreements (see Note S — Derivative Instruments and Hedging Activities in the Notes for additional information regarding derivative instruments), we do not anticipate any significant cash outlays during the remainder of fiscal 2020. For further information regarding COVID-19-related risks and uncertainties, see Part II, Item 1A. “Risk Factors” in this Report.

There can be no assurance, however, that our business will continue to generate cash flows at current levels or that the cost or availability of future borrowings, if any, under our commercial paper program or our credit facility or in the debt markets will not be impacted by any potential future credit or capital markets disruptions. The commercial paper market was temporarily disrupted in March 2020 as a result of COVID-19, and although commercial paper markets are currently functioning in a normal manner, depending on future market conditions and volatility, commercial paper may not be available on favorable terms or at all, or in the capacity desired. If we are unable to maintain cash balances or generate sufficient cash flow from operations to service our obligations, we may be required to sell assets, reduce capital expenditures, reduce or eliminate strategic acquisitions, reduce or terminate our share repurchases, reduce or eliminate dividends, refinance all or a portion of our existing debt or obtain additional financing. Our ability to make principal payments or pay interest on or refinance our indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general conditions in or affecting the defense, government and other markets we serve and to general economic, political, financial, competitive, legislative and regulatory factors beyond our control.

Net cash provided by operating activities: The $128 million increase in net cash provided by operating activities in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to the impact of higher income, reflecting the inclusion of cash flows from L3 operations, and a decrease in cash used to fund working capital, partially offset by $174 million more in cash used for compensation and benefits.

Net cash used in investing activities: The $21 million increase in net cash used in investing activities in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to a $11 million increase in cash used for net additions of property, plant and equipment and $10 million used for an investment purchase.

Net cash used in financing activities: The $232 million increase in net cash used in financing activities in the quarter ended April 3, 2020 compared with the quarter ended March 29, 2019 was primarily due to a $700 million increase in cash used to repurchase shares of our common stock and an increase of $102 million in dividends paid, partially offset by $545 million more in net proceeds from borrowings.

Funding of Pension Plans

Funding requirements under applicable laws and regulations are a major consideration in making contributions to our U.S. pension plans. Although we have significant discretion in making voluntary contributions, the Employee Retirement Income Security Act of 1974, as amended by the Pension Protection Act of 2006 and further amended by the Worker, Retiree, and Employer Recovery Act of 2008, the Moving Ahead for Progress in the 21st Century Act (“MAP-21”), and applicable Internal Revenue Code regulations mandate minimum funding thresholds. Failure to satisfy the minimum funding thresholds could result in restrictions on our ability to amend the plans or make benefit payments. With respect to our U.S. qualified defined benefit pension plans, we intend to contribute annually not less than the required minimum funding thresholds.

The Highway and Transportation Funding Act of 2014 and the Bipartisan Budget Act of 2015 further extended the interest rate stabilization provision of MAP-21 until 2020. We made a voluntary contribution of $302 million to our U.S. qualified defined benefit pension plans during the Fiscal Transition Period. As a result, we currently do not anticipate making any contributions to our U.S. qualified defined benefit pension plans and we anticipate making only minor contributions to our non-U.S. pension plans during the remainder of fiscal 2020.

Future required contributions primarily will depend on the actual annual return on assets and the discount rate used to measure the benefit obligation at the end of each year. Depending on these factors, and the resulting funded status of our pension plans, the level of future statutory required minimum contributions could be material. We had net unfunded defined benefit plan obligations of $1.7 billion at April 3, 2020. See Note 15: “Pension and Other Postretirement Benefits” in the Notes to the Consolidated Financial Statements in our Fiscal Transition Period Form 10-KT and Note N — Postretirement Benefit Plans in the Notes for further information regarding our pension plans.

Common Stock Repurchases

During the quarter ended April 3, 2020, we used $700 million to repurchase 3,277,559 shares of our common stock under our current repurchase program at an average price per share of $213.57, including commissions of $.02 per share. During the quarter ended March 29, 2019, we did not repurchase any shares of our common stock under our prior repurchase program. During the quarters ended April 3, 2020 and March 29, 2019, $1 million and $4 million, respectively, in shares of our common stock were delivered to us or withheld by us to satisfy withholding taxes on employee share-based awards. Shares purchased by us are canceled and retired.

At April 3, 2020, we had a remaining, unused authorization of approximately $1.8 billion under our current repurchase program, which does not have an expiration date. Repurchases under our current repurchase program may be made through open-market transactions, private transactions, transactions structured through investment banking institutions or any combination thereof. The level of our repurchases depends on a number of factors, including our financial condition, capital requirements, cash flows, results of operations, future business prospects, impacts of COVID-19 and other factors our Board and management may deem relevant. The timing, volume and nature of repurchases are subject to market conditions, applicable securities laws and other factors and are at our discretion and may be suspended or discontinued at any time. Additional information regarding our current repurchase program is set forth in this Report under Part II. Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds.”

Dividends

On February 28, 2020, our Board of Directors increased the quarterly cash dividend rate on our common stock from $.75 per share to $.85 per share, for an annualized cash dividend rate of $3.40 per share, which was our nineteenth consecutive annual increase in our quarterly cash dividend rate. Our annualized cash dividend rate was $3.00 per share in the Fiscal Transition Period. Quarterly cash dividends are typically paid in March, June, September and December. We currently expect that cash dividends will continue to be paid in the near future, but we can give no assurances concerning payment of future dividends or future dividend increases, which could be impacted by, among other things, the COVID-19 pandemic. The declaration of dividends and the amount thereof will depend on a number of factors, including our financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors our Board of Directors may deem relevant.

Capital Structure and Resources

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

We were in compliance with the covenants in the 2019 Credit Agreement at April 3, 2020, including the covenant requiring that we not permit our ratio of consolidated total indebtedness to total capital, each as defined in the 2019 Credit Agreement, to be greater than 0.65 to 1.00. At April 3, 2020, we had no borrowings outstanding under the 2019 Credit Agreement.

Exchange Offer: On March 31, 2020, we commenced offers to eligible holders to exchange any and all outstanding notes previously issued by L3Harris pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (“Original Notes”) for an equal principal amount of new notes registered under the Securities Act (the “Exchange Notes”). The terms of the Exchange Notes are substantially identical to the terms of the corresponding series of the Original Notes, except that the Exchange Notes are registered under the Securities Act of 1933, as amended, and the transfer restrictions, registration rights and related special interest provisions applicable to the Original Notes do not apply to the Exchange Notes. The Exchange Offers expired at 5:00 p.m., New York City time, on May 1, 2020 (“Expiration Date”). On May 5, 2020, we settled Exchange Offers and issued Exchange Notes for validly tendered Original Notes.

See Note M — Debt in the Notes for additional information.

Long-Term Debt: For a description of our long-term variable-rate and fixed-rate debt, see Note M — Debt in the Notes.

During the first quarter of fiscal 2020, we completed the issuance and sale of $250 million in aggregate principal

amount of Floating Rate Notes due March 10, 2023. Following the close of the first quarter of fiscal 2020, we used the net proceeds from the sale to repay at maturity the aggregate principal amount of our Floating Rate Notes due April 30, 2020 and for general corporate purposes.

Short-Term Debt: Our short-term debt at April 3, 2020 and January 3, 2020 was $2 million and $3 million, respectively, consisting of local borrowing by international subsidiaries for working capital needs.

Other Agreements: We have a RSA with a third-party financial institution that permits us to sell, on a non-recourse basis, up to $100 million of outstanding receivables at any given time. From time to time, we have sold certain customer receivables under the RSA, which we continue to service and collect on behalf of the third-party financial institution and which we account for as sales of receivables with sale proceeds included in net cash from operating activities.

Off-Balance Sheet Arrangements

In accordance with the definition under SEC rules, any of the following qualify as off-balance sheet arrangements:


•	Any obligation under certain guarantee contracts;


•	A retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets;


•	Any obligation, including a contingent obligation, under certain derivative instruments; and


•	Any obligation, including a contingent obligation, under a material variable interest in an unconsolidated entity that is held by, and material to, the registrant, where such entity provides financing, liquidity, market risk or credit risk support to the registrant, or engages in leasing, hedging or R&D services with the registrant.

As of April 3, 2020, we were not participating in any material transactions that generated relationships with unconsolidated entities or financial partnerships, including variable interest entities, and we did not have any material retained or contingent interest in assets as defined above. As of April 3, 2020, we did not have material financial guarantees or other contractual commitments that we believe are reasonably likely to adversely affect our financial condition, results of operations or cash flows, and we were not a party to any related party transactions that materially affect our financial condition, results of operations or cash flows.

We have, from time to time, divested certain of our businesses and assets. In connection with these divestitures, we often provide representations, warranties and/or indemnities to cover various risks and unknown liabilities, such as environmental liabilities and tax liabilities. We cannot estimate the potential liability from such representations, warranties and indemnities because they relate to unknown conditions. We do not believe, however, that the liabilities relating to these representations, warranties and indemnities will have a material adverse effect on our financial condition, results of operations or cash flows.

Due to our downsizing of certain operations pursuant to acquisitions, divestitures, restructuring plans or otherwise, certain properties leased by us have been sublet to third parties. If any of these third parties vacates any of these premises, we would be legally obligated under master lease arrangements. We believe that the financial risk of default by such sublessees is individually and in the aggregate not material to our financial condition, results of operations or cash flows.

Commercial Commitments and Contractual Obligations

The amounts disclosed in our Fiscal Transition Period Form 10-KT include our contractual obligations and commercial commitments. Except for changes in our debt as described under “Capital Structure and Resources” in this MD&A as well as other changes resulting from the L3Harris Merger, no material changes occurred during the quarter ended April 3, 2020 in our contractual cash obligations to repay debt, to purchase goods and services, to make payments under operating leases or our commercial commitments, or in our contingent liabilities on outstanding surety bonds, standby letters of credit or other arrangements as disclosed in our Fiscal Transition Period Form 10-KT.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our Condensed Consolidated Financial Statements (Unaudited) and accompanying Notes are prepared in accordance with GAAP. Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and backlog as well as disclosures of contingent assets and liabilities. Actual results may differ from our estimates. These estimates and assumptions are affected by the application of our accounting policies. Critical accounting policies and estimates are those that require application of management’s most difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. Critical accounting policies and estimates for us include: (i) revenue recognition on contracts and contract estimates; (ii) postretirement benefit plans; (iii) provisions for excess and obsolete inventory losses; (iv) impairment testing of goodwill; (v) accounting for business combinations; and (vi) income taxes and tax valuation allowances. For additional discussion of our critical accounting policies and estimates, see “Critical Accounting Policies and Estimates” in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Fiscal Transition Period Form 10-KT.

Revenue Recognition

A significant portion of our business is derived from development and production contracts. Revenue and profit related to development and production contracts are generally recognized over time, typically using the percentage of completion (“POC”) cost-to-cost method of revenue recognition, whereby we measure our progress toward completion of performance obligations based on the ratio of costs incurred to date to estimated total costs at completion under the contract. Because costs incurred represent work performed, we believe this method best depicts the transfer of control to the customer. Under the POC cost-to-cost method of revenue recognition, a single estimated profit margin is used to recognize profit for each performance obligation over its period of performance. Recognition of profit on a contract requires estimates of the total cost at completion and transaction price as well as measurement of progress towards completion. Due to the long-term nature of many of our contracts, developing the estimated total cost at completion and total transaction price often requires judgment. Factors that must be considered in estimating the cost of the work to be completed include: the nature and complexity of the work to be

performed, subcontractor performance and the risk and impact of delayed performance. Factors that must be considered in estimating the total transaction price include contractual cost or performance incentives (such as incentive fees, award fees and penalties) and other forms of variable consideration as well as our historical experience and expectation for performance on the contract. These variable amounts generally are awarded upon achievement of certain negotiated performance metrics, program milestones or cost targets and can be based upon customer discretion. We include such estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.

At the outset of each contract, we gauge its complexity and perceived risks and establish an estimated total cost at completion in line with these expectations. After establishing the estimated total cost at completion, we follow a standard Estimate at Completion (“EAC”) process in which we review the progress and performance on our ongoing contracts at least quarterly and, in many cases, more frequently. If we successfully retire risks associated with the technical, schedule and cost aspects of a contract, we may lower our estimated total cost at completion commensurate with the retirement of these risks. Conversely, if we are not successful in retiring these risks, we may increase our estimated total cost at completion. Additionally, as the contract progresses, our estimates of total transaction price may increase or decrease if, for example, we receive award fees that are higher or lower than expected. When adjustments in estimated total costs at completion or in estimated total transaction price are determined, the related impact on operating income is recognized using the cumulative catch-up method, which recognizes in the current period the cumulative effect of such adjustments for all prior periods. Any anticipated losses on these contracts are fully recognized in the period in which the losses become evident.

EAC adjustments resulted in the following impacts to operating income for the periods presented:



	Quarter Ended
	April 3, 2020			March 29, 2019

	(In millions)
Favorable adjustments	$	182		$	32
Unfavorable adjustments	(79		)	(26		)
Net operating income adjustments	$	103		$	6

The net favorable EAC adjustments in the quarter ended April 3, 2020 reflect benefits of operational performance on programs, including retirement of risks and schedule improvements, achievement of incentive payments and realization of synergy savings. The net favorable EAC adjustments were realized in all four of our business segments across numerous contracts. There were no EAC adjustments on any individual program with impacts to operating income in the quarters ended April 3, 2020 or March 29, 2019 that were material to our results of operations on a consolidated or segment basis for such periods.

We recognize revenue from numerous contracts with multiple performance obligations. For these contracts, we allocate the transaction price to each performance obligation based on the relative standalone selling price of the good or service underlying each performance obligation. The standalone selling price represents the amount for which we would sell the good or service to a customer on a standalone basis (i.e., not sold as bundled sale with any other products or services). The allocation of transaction price among separate performance obligations may impact the timing of revenue recognition but will not change the total revenue recognized on the contract.

A substantial majority of our revenue is derived from contracts with the U.S. Government, including foreign military sales contracts. These contracts are subject to the Federal Acquisition Regulations and the prices of our contract deliverables are typically based on our estimated or actual costs plus a reasonable profit margin. As a result, the standalone selling prices of the goods and services in these contracts are typically equal to the selling prices stated in the contract, thereby eliminating the need to allocate (or reallocate) the transaction price to the multiple performance obligations. In our non-U.S. Government contracts, when standalone selling prices are not directly observable, we also generally use the expected cost plus a margin approach to determine standalone selling price. In determining the appropriate margin under the cost plus margin approach, we consider historical margins on similar products sold to similar customers or within similar geographies where objective evidence is available. We may also consider our cost structure and profit objectives, the nature of the proposal, the effects of customization of pricing, our practices used to establish pricing of bundled products, the expected technological life of the product, margins earned on similar contracts with different customers and other factors to determine the appropriate margin.

Goodwill

Goodwill in our Condensed Consolidated Balance Sheet (Unaudited) as of April 3, 2020 and January 3, 2020 was $19.3 billion and $20.0 billion, respectively. Goodwill is not amortized. We perform annual (or under certain circumstances, more frequent) impairment tests of our goodwill. We identify potential impairment by comparing the fair value of each of our reporting units with its carrying amount, including goodwill, which is adjusted for allocations of Corporate assets and liabilities as appropriate. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not

impaired. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

2020 Interim Impairment Tests

We test goodwill for impairment at a level within the Company referred to as the reporting unit, which is our business segment level or one level below the business segment. Some of our segments are comprised of several reporting units. Allocation of goodwill to several reporting units could make it more likely that we will have an impairment charge in the future. An impairment charge to one of our reporting units could have a material impact on our financial condition and results of operations.

Indications of potential impairment of goodwill related to our Commercial Aviation Systems reporting unit (which is part of our Aviation Systems segment) were present at April 3, 2020 due to the COVID-19-related downturn in the commercial aviation sector and its impact on customer operations, which resulted in a decrease in the fiscal 2020 outlook for our Commercial Aviation Systems reporting unit. Consequently, in connection with the preparation of our financial statements for the quarter ended April 3, 2020, we performed an interim goodwill impairment test.

To test for potential impairment of goodwill related to our Commercial Aviation Systems reporting unit, we prepared an estimate of the fair value of the reporting unit based on combination of market-based valuation techniques, utilizing quoted market prices and comparable publicly reported transactions, and projected discounted cash flows. Given the current level of uncertainty in the outlook for the commercial aviation industry caused by the impact of the COVID-19 pandemic on global air traffic, our methodology for determining the fair value of the reporting unit placed the greatest weight on the expected fair value technique, and was dependent on our best estimates of future sales, operating costs and balance sheet metrics under a range of scenarios for future economic conditions. We assigned a probability to each scenario to calculate a set of probability-weighted projected cash flows and an appropriate discount rate, reflecting the risk in the projected cash flows, was used to discount the expected cash flows to present value.

As a result of this impairment test, we concluded that goodwill related to our Commercial Aviation Systems reporting unit was impaired as of April 3, 2020 and recorded a non-cash impairment charge of $296 million (including $28 million attributable to noncontrolling interests) in the “Impairment of goodwill and other assets” line item in our Condensed Consolidated Statement of Income (Unaudited) for the quarter ended April 3, 2020.

See Note K — Goodwill and Other Intangible Assets in the Notes for additional information.

As of April 3, 2020, the estimated fair values for each of our reporting units exceed their carrying values. However, the estimated fair value of eight of our reporting units, which have approximately $10 billion of goodwill in aggregate, exceeds the carrying value of the reporting unit by less than 10 percent, primarily due to our current proximity to the L3Harris Merger. We are monitoring the impacts of COVID-19 on the fair value of our reporting units and do not currently anticipate any further material goodwill impairment charges as a result of COVID-19. However, an impairment of goodwill could result from a number of circumstances, including different assumptions used in determining the fair value of the reporting units, future deterioration in the business, including from the impact of COVID-19, or a sharp increase in interest rates without a corresponding increase in future revenue.

Airport Security and Automation Business Goodwill Allocation

As described in more detail in Note C — Business Divestitures and Assets Sales in the Notes, we entered into a definitive agreement to sell our airport security and automation business on February 4, 2020. Because the pending divestiture of the airport security and automation business represented the disposal of a portion of a reporting unit within our Aviation Systems segment, we assigned $588 million of goodwill to the airport security and automation business disposal group on a relative fair value basis during the first quarter of fiscal 2020, when the held for sale criteria were met. The fair value of the airport security and automation business disposal group was determined based on the negotiated selling price, and the fair value of the retained businesses of the reporting unit was determined based on a combination of market-based valuation techniques, utilizing quoted market prices and comparable publicly reported transactions, and projected discounted cash flows. These fair value determinations are categorized as Level 3 in the fair value hierarchy due to their use of internal projections and unobservable measurement inputs. In conjunction with the relative fair value allocation, we tested goodwill assigned to the disposal group and goodwill assigned to the retained businesses of the reporting unit for impairment and concluded that no goodwill impairment existed at the time the held for sale criteria were met in late January 2020.

EOTech Business Goodwill Allocation

As described in more detail in Note C — Business Divestitures and Assets Sales in the Notes, we entered into a definitive agreement to sell our EOTech business on March 24, 2020. Because the pending divestiture of the EOTech business represented the disposal of a portion of a reporting unit within our Communication Systems segment, we assigned $9 million of goodwill to the EOTech business disposal group on a relative fair value basis during the first quarter of fiscal 2020, when the held for sale criteria were met. The fair value of the EOTech business disposal group was determined based on the negotiated selling price, and the fair value of the retained businesses of the reporting unit was determined based on a combination of market-based valuation techniques, utilizing quoted market prices and comparable publicly reported transactions, and projected discounted cash flows. These fair value determinations are categorized as Level 3 in the fair value hierarchy due to their use of internal projections and unobservable measurement inputs. In conjunction with the relative fair value allocation, we tested goodwill assigned to the disposal group and goodwill assigned to the retained businesses of the reporting unit for impairment and concluded that no goodwill impairment existed.

Accounting for Business Combinations

We follow the acquisition method of accounting to record identifiable assets acquired, liabilities assumed and noncontrolling interests in the acquiree recognized in connection with acquired businesses at their estimated fair value as of the date of acquisition. Amounts recorded associated with these assets and liabilities are based on preliminary calculations and our estimates and assumptions are subject to change as we obtain additional information during the measurement period (up to one year from the Closing Date).

Intangible assets from business combinations are recognized at their estimated fair values as of the date of acquisition and generally consist of customer relationships, trade names, developed technology and in-process R&D. Determination of the estimated fair value of intangible assets requires judgment. The fair value of customer contractual relationships is determined based on estimates and judgments regarding future after-tax earnings and cash flows arising from follow-on sales on contract renewals expected from customer contractual relationships over their estimated lives, including the probability of expected future contract renewals and sales, less a contributory asset charge, all of which is discounted to present value. The fair value of trade name intangible assets is determined utilizing the relief from royalty method. Under this form of the income approach, a royalty rate based on observed market royalties is applied to projected revenue supporting the trade name and discounted to present value using an appropriate discount rate. Intangible assets deemed to have indefinite lives are not amortized, but are subject to annual impairment testing. Finite-lived intangible assets are amortized to expense over their useful lives, generally ranging from three to twenty years. The preliminary estimated fair value of identifiable intangible assets acquired in connection with the L3Harris Merger was approximately $8 billion.

We assess the recoverability of finite-lived intangible assets whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. We evaluate the recoverability of such assets based on the expectations of undiscounted cash flows of the assets. If the sum of expected future undiscounted cash flows were less than the carrying amount of the asset, a loss would be recognized for the difference between the fair value and the carrying amount. See Note B — Business Combination and Note K — Goodwill and Other Intangible Assets in the Notes for additional information.

Impact of Recently Issued Accounting Standards

Accounting standards that have been recently issued, but are not yet effective for us, are described in Note A — Significant Accounting Policies and Recent Accounting Standards in the Notes, which describes the potential impact that these standards are expected to have on our financial condition, results of operations and cash flows.

FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS

This Report contains forward-looking statements that involve risks and uncertainties, as well as assumptions that may not materialize or prove to be correct, which could cause our results to differ materially from those expressed in or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements concerning: our plans, strategies and objectives for future operations; new products, systems, technologies, services or developments; future economic conditions, performance or outlook; future political conditions; the outcome of contingencies; the potential level of share repurchases, dividends or pension contributions; potential acquisitions or divestitures; the value of contract awards and programs; expected cash flows or capital expenditures; our beliefs or expectations; activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future, including expected COVID-19-related impacts in our Public Safety and Commercial Aviation Solutions sectors; and assumptions underlying any of the foregoing. Forward-looking statements may be identified by their use of forward-looking terminology, such as “believes,” “expects,” “may,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates,” “projects” and similar words or expressions. You should not place undue reliance on these forward-looking statements, which reflect our management’s opinions only as of the date of filing of this Report and are not guarantees of future performance or actual results. Forward-looking statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following are some of the factors we believe could cause our actual results to differ materially from our historical results or our current expectations or projections:


•	The COVID-19 pandemic could have a material adverse effect on our business operations, financial condition, results of operations and cash flows.


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


•	We depend significantly on U.S. Government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited. The termination or failure to fund, or negative audit findings for, one or more of these contracts could have an adverse impact on our business, financial condition, results of operations and cash flows.

•

The U.S. Government’s budget deficit and the national debt, as well as any inability of the U.S. Government to complete its budget process for any government fiscal year and consequently having to shut down or operate on funding levels equivalent to its prior fiscal year pursuant to a “continuing resolution,” could have an adverse impact on our business, financial condition, results of operations and cash flows.


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


•	Our ability to successfully manage ongoing business and organizational changes could impact our business results.


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


•	We use estimates in accounting for many of our programs, and changes in our estimates could adversely affect our future financial results.


•	We derive a significant portion of our revenue from international operations and are subject to the risks of doing business internationally, including fluctuations in currency exchange rates.


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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


•	Unforeseen environmental issues could have a material adverse effect on our business, financial condition, results of operations and cash flows.


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


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


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


•	Some of our workforce is represented by labor unions, so our business could be harmed in the event of a prolonged work stoppage.


•	We may fail to realize all of the anticipated benefits of the L3Harris Merger or those benefits may take longer to realize than expected. We may also encounter significant difficulties in integrating the businesses.


•	Certain business uncertainties arising from the L3Harris Merger could adversely affect our businesses and operations.


•	We have incurred and will incur direct and indirect costs as a result of the L3Harris Merger.

Additional details and discussions concerning some of the factors that could affect our forward-looking statements or future results are set forth in our Fiscal Transition Period Form 10-KT under Item 1A. “Risk Factors” and in Part II. Item 1A. “Risk Factors” in this Report. The foregoing list of factors and the factors set forth in Item 1A. “Risk Factors” included in our Fiscal Transition Period Form 10-KT and in Part II. Item 1A. “Risk Factors” in this Report are not exhaustive. Additional risks and uncertainties not known to us or that we currently believe not to be material also may adversely impact our business, financial condition, results of operations and cash flows. Should any risks or uncertainties develop into actual events, these developments could have a material adverse effect on our business, financial condition, results of operations and cash flows. The forward-looking statements contained in this Report are made as of the date of filing of this Report, and we disclaim any intention or obligation, other than imposed by law, to update or revise any forward-looking statements or to update the reasons actual results could differ materially from those projected in the forward-looking statements, whether as a result of new information, future events or developments or otherwise.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

In the normal course of business, we are exposed to risks associated with foreign currency exchange rates and changes in interest rates. We employ established policies and procedures governing the use of financial instruments to manage our exposure to such risks. There were no material changes during the quarter ended April 3, 2020 with respect to the information appearing in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” of our Fiscal Transition Period Form 10-KT.

Foreign Exchange and Currency: Our U.S. and foreign businesses enter into contracts with customers, subcontractors or vendors that are denominated in currencies other than functional currencies of such businesses. We use foreign currency forward contracts and options to hedge both balance sheet and off-balance sheet future foreign currency commitments. Factors that could impact the effectiveness of our hedging programs for foreign currency include the accuracy of sales estimates, volatility of currency markets and the cost and availability of hedging instruments. A 10 percent change in currency exchange rates for our foreign currency derivatives held at April 3, 2020 would not have had a material impact on the fair value of such instruments or our results of operations or cash flows. This quantification of exposure to the market risk associated with foreign

currency financial instruments does not take into account the offsetting impact of changes in the fair value of our foreign currency denominated assets, liabilities and firm commitments. See Note S — Derivative Instruments and Hedging Activities in the Notes for additional information.

Interest Rates: As of April 3, 2020, we had long-term fixed-rate debt obligations. The fair value of these obligations is impacted by changes in interest rates; however, a 10 percent change in interest rates for our long-term fixed-rate debt obligations at April 3, 2020 would not have had a material impact on the fair value of these obligations. There is no interest-rate risk associated with these obligations on our results of operations or cash flows unless existing obligations are refinanced upon maturity at then-current interest rates, because the interest rates are fixed until maturity, and because our long-term fixed-rate debt is not putable to us (i.e., not required to be redeemed by us prior to maturity). We can give no assurances, however, that interest rates will not change significantly or have a material effect on the fair value of our long-term debt obligations over the next twelve months.

As of April 3, 2020, we also had long-term variable-rate debt obligations of $500 million, comprised of $250 million of Floating Rate Notes due April 30, 2020 and $250 million of Floating Rate Notes due March 10, 2023. These debt obligations bear interest that is variable based on certain short-term indices, thus exposing us to interest-rate risk; however, a 10 percent change in interest rates for these debt obligations at April 3, 2020 would not have had a material impact on our results of operations or cash flows. See Note M — Debt in the Notes for further information.

We use derivative instruments from time to time to manage our exposure to interest rate risk associated with our anticipated issuance of new long-term fixed-rate notes to repay at maturity our existing long-term fixed-rate debt obligations. If the derivative instrument is designated as a cash flow hedge, gains and losses from changes in the fair value of such instrument are deferred and included as a component of accumulated other comprehensive loss and reclassified to interest expense in the period in which the hedged transaction affects earnings.

As of April 3, 2020, we had two outstanding treasury lock agreements, with an aggregate notional amount of $650 million, to hedge our exposure to fluctuations in the benchmark interest rate (10-year U.S. Treasury rate) associated with our anticipated issuance of long-term fixed-rate notes to redeem or repay at maturity the entire $650 million outstanding principal amount of the 4.95% Notes due February 15, 2021 (“4.95% 2021 Notes”). We designated these treasury locks as cash flow hedges against fluctuations in interest payments on the 4.95% 2021 Notes due to changes in the benchmark interest rate prior to issuance, which we expect to occur before the date of maturity of the 4.95% 2021 Notes. An unrealized after-tax loss of $75 million associated with these treasury locks was deferred in accumulated other comprehensive loss at April 3, 2020. A 10 percent change in the 10-year U.S. Treasury rate at April 3, 2020 would not have had a material impact on the fair value of these treasury lock agreements or our results of operations or cash flows. See Note S — Derivative Instruments and Hedging Activities in the Notes for additional information.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures: We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives, and management necessarily is required to use its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As required by Rule 13a-15 under the Exchange Act, as of April 3, 2020, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based on this work and other evaluation procedures, our management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that as of April 3, 2020, our disclosure controls and procedures were effective.

(b) Changes in Internal Control: We periodically review our internal control over financial reporting as part of our efforts to ensure compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. In addition, we routinely review our system of internal control over financial reporting to identify potential changes to our processes and systems that may improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating the activities of business units, migrating certain processes to our shared services organizations, formalizing policies and procedures, improving segregation of duties and increasing monitoring controls. In addition, when we acquire new businesses, we incorporate our controls and

procedures into the acquired business as part of our integration activities. As part of our integration with L3, we are in the process of incorporating our controls and procedures with respect to L3’s operations, and we will include internal controls with respect to L3’s operations in our assessment of the effectiveness of our internal control over financial reporting as of the end of 2020. We evaluated the impacts of COVID-19 on our ability to maintain effective internal controls and concluded that our internal control environment was not materially affected during the quarter ended April 3, 2020. Other than continuing to incorporate our controls and procedures with respect to L3’s operations, there have been no changes in our internal control over financial reporting that occurred during the quarter ended April 3, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

General. From time to time, as a normal incident of the nature and kind of businesses in which we are or were engaged, various claims or charges are asserted and litigation or arbitration is commenced by or against us arising from or related to matters, including, but not limited to: product liability; personal injury; patents, trademarks, trade secrets or other intellectual property; labor and employee disputes; commercial or contractual disputes; strategic acquisitions or divestitures; the prior sale or use of former products allegedly containing asbestos or other restricted materials; breach of warranty; or environmental matters. Claimed amounts against us may be substantial, but may not bear any reasonable relationship to the merits of the claim or the extent of any real risk of court or arbitral awards. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. Gain contingencies, if any, are recognized when they are realized and legal costs generally are expensed when incurred. At April 3, 2020, our accrual for the potential resolution of lawsuits, claims or proceedings that we consider probable of being decided unfavorably to us was not material. Although it is not feasible to predict the outcome of these matters with certainty, it is reasonably possible that some lawsuits, claims or proceedings may be disposed of or decided unfavorably to us and in excess of the amounts currently accrued. Based on available information, in the opinion of management, settlements, arbitration awards and final judgments, if any, that are considered probable of being rendered against us in litigation or arbitration in existence at April 3, 2020 are reserved against or would not have a material adverse effect on our financial condition, results of operations or cash flows.

Tax Audits. Our tax filings are subject to audit by taxing authorities in jurisdictions where we conduct or conducted business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or ultimately through legal proceedings. We believe we have adequately accrued for any ultimate amounts that are likely to result from these audits; however, final assessments, if any, could be different from the amounts recorded in our Condensed Consolidated Financial Statements (Unaudited).

Item 1A. Risk Factors.

Investors should carefully review and consider the information regarding certain factors that could materially affect our business, results of operations, financial condition and cash flows as set forth in Part I, Item 1A. “Risk Factors” of our Fiscal Transition Period Form 10-KT. Other than the additional risk factors we have set forth below, there have been no material changes to the risk factors disclosed in our Fiscal Transition Period Form 10-KT. 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 and cash flows.

The COVID-19 pandemic could have a material adverse effect on our business operations, financial condition, results of operations and cash flows.

In March 2020, COVID-19 was recognized as a pandemic by the World Health Organization and declared a national

emergency by the U.S. Government. We are closely monitoring the impact of the COVID-19 pandemic on all aspects of our business and geographies, including how it will impact our communities, suppliers, subcontractors, distributors, resellers or customers. The COVID-19 pandemic has created significant volatility, uncertainty and economic disruption, which will adversely affect our business operations and may materially and adversely affect our financial condition, results of operations and cash flows.

In addition to volatility in the overall demand environment for our products, systems and services, we may restrict the operations of our facilities if we deem it necessary or if recommended or mandated by governmental authorities which would have a further adverse impact on us. For example, we have recently temporarily closed some of our flight training facilities in Europe and several other locations and implemented certain travel restrictions, which have disrupted how we operate our business, and we have also recognized $330 million of charges for impairment of goodwill and other assets and other COVID-19-related impacts in the first quarter of 2020. The COVID-19 pandemic may also impact our supply chains, including the ability of suppliers and vendors to provide their products and services to us.

Further, our management is focused on mitigating the effects of COVID-19, which has required and will continue to require, a large investment of time and resources across our enterprise and will delay other value added services or initiatives. Additionally, currently some of our employees are working remotely. An extended period of remote work arrangements could strain our business continuity plans, introduce operational risk, including but not limited to cyber security risks, and impair our ability to manage our business.

If our responses to the pandemic are unsuccessful, or if customers do not perceive our response to be adequate for the United States or our international markets, we could suffer damage to our reputation, which could adversely affect our business.

The extent to which the COVID-19 pandemic impacts us will depend on numerous evolving factors and future developments that we are not able to predict, including: the severity and transmission rate of the virus; the ultimate geographic spread of the virus; the duration of the outbreak; the extent and effectiveness of containment actions; governmental, business and other actions (which could include limitations on our operations or mandates to provide products, systems or services); the impacts on our supply chain; the impact of the pandemic on economic activity; the extent and duration of the effect on customer demand and buying patterns; the effects of additional business or facility closures or other changes to our operations; the health of and the effect on our workforce and our ability to meet staffing needs in our businesses and facilities, particularly if members of our workforce are quarantined as a result of exposure; any impairment in value of our tangible or intangible assets which could be recorded as a result of a weaker economic conditions; and the potential effects on our internal controls, including those over financial reporting, as a result of changes in working environments such as shelter-in-place and similar orders that are applicable to our employees and business partners, among others. In addition, if the pandemic continues to create disruptions or turmoil in the credit or financial markets, or impacts our credit ratings, it could adversely affect our ability to access capital on favorable terms and continue to meet our liquidity needs, all of which are highly uncertain and cannot be predicted.

In addition, we cannot predict the impact that COVID-19 will have on our communities, suppliers, subcontractors, distributors, resellers or customers, and each of their financial conditions; however, any material effect on these parties could adversely impact us. The impact of COVID-19 may also exacerbate other risks discussed in Item 1A. “Risk Factors” of our Fiscal Transition Period Form 10-KT, any of which could have a material effect on us. This situation is changing rapidly and additional impacts may arise that we are not aware of currently.

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

Issuer Purchases of Equity Securities

During the quarter ended April 3, 2020, we repurchased 3,277,559 shares of our common stock under our current repurchase program for $700 million at an average share price of $213.55, excluding commissions of $0.02 per share. The level of our repurchases depends on a number of factors, including our financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors our Board of Directors and management may deem relevant. The timing, volume and nature of repurchases are subject to market conditions, applicable securities laws and other factors and are at our discretion and may be suspended or discontinued at any time. Shares repurchased by us are canceled and retired. The following table sets forth information with respect to repurchases by us of our common stock during the quarter ended April 3, 2020:



Period*	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs ⁽¹⁾	Maximum approximate dollar value of shares that may yet be purchased under the plans or programs ⁽¹⁾
Month No. 1
(January 4, 2020 - January 31, 2020)
Repurchase program⁽¹⁾	—	—		—	$	2,500,113,105
Employee transactions⁽²⁾	4,337	$	220.13	—	—
Month No. 2
(February 1, 2020 - February 28, 2020)
Repurchase program⁽¹⁾	1,927,359	$	223.92	1,927,359	$	2,068,540,227
Employee transactions⁽²⁾	5,379	$	225.58	—	—
Month No. 3
(February 29, 2020 - April 3, 2020)
Repurchase program⁽¹⁾	1,350,200	$	198.74	1,350,200	$	1,800,204,462
Employee transactions⁽²⁾	2,292	$	182.40	—	—
Total	3,289,567			3,277,559	$	1,800,204,462

_______________


*	Periods represent our fiscal months.

(1)

On July 1, 2019, we announced that our Board of Directors approved a $4 billion share repurchase program (our “2019 Repurchase Program”) replacing our prior share repurchase program and authorizing us to repurchase up to $4 billion in shares of our common stock through open-market purchases, private transactions, transactions structured through investment banking institutions or any combination thereof. As of April 3, 2020, $1,800,204,462 (as reflected in the table above) was the approximate dollar amount of our common stock that could still be purchased under our 2019 Repurchase Program, which does not have a stated expiration date.

(2)

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

Sales of Unregistered Equity Securities

During the quarter ended April 3, 2020, we did not issue or sell any unregistered equity securities.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

Not Applicable.

Item 6. Exhibits.

EXHIBIT INDEX

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



(3	)	(a) Restated Certificate of Incorporation of L3Harris Technologies, Inc. (1995), as amended.
		(b) Amended and Restated By-Laws of L3Harris Technologies, Inc., incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 7, 2020. (Commission File Number 1-3863)
(10.1	)	L3Harris Technologies, Inc. Executive Change in Control Severance Plan, effective as of March 1, 2020, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 4, 2020 (Commission File Number 1-3863).*
(10.2	)	L3Harris Technologies, Inc. Severance Pay Plan, effective as of March 1, 2020, incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 4, 2020 (Commission File Number 1-3863).*
(10.3	)	L3Harris Technologies, Inc. Restricted Unit Award Agreement Terms and Conditions (as of February 5, 2020).*
(10.4	)	L3Harris Technologies, Inc. Performance Unit Award Agreement Terms and Conditions (as of February 28, 2020).*
(10.5	)	L3Harris Technologies, Inc. Stock Option Award Agreement Terms and Conditions (as of February 28, 2020).*
(10.6	)	Amendment One to the L3Harris Retirement Savings Plan (amended and restated as of January 1, 2020), dated February 19, 2020 and effective February 1, 2020.*
(10.7	)	Amendment Two to the L3Harris Retirement Savings Plan (amended and restated as of January 1, 2020), dated February 28, 2020 and effective March 1, 2020.*
(15	)	Letter Regarding Unaudited Interim Financial Information.
(21	)	Subsidiaries of the Registrant.
(31.1	)	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
(31.2	)	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
(32.1	)	Section 1350 Certification of Chief Executive Officer.
(32.2	)	Section 1350 Certification of Chief Financial Officer.
(101)		The financial information from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2020 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Statement of Income, (ii) the Condensed Consolidated Statement of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheet, (iv) the Condensed Consolidated Statement of Cash Flows, (v) the Condensed Consolidated Statement of Equity, and (vi) the Notes to the Condensed Consolidated Financial Statements.
(104)		Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101.

_______________


*	Management contract or compensatory plan or arrangement.

SIGNATURE

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




	L3HARRIS TECHNOLOGIES, INC.
	(Registrant)

Date: May 7, 2020	By:	/s/ Jesus Malave Jr.
		Jesus Malave Jr.
		Senior Vice President and Chief Financial Officer
		(principal financial officer and duly authorized officer)

Exhibit 10.4

L3HARRIS TECHNOLOGIES, INC.

PERFORMANCE UNIT AWARD AGREEMENT

TERMS AND CONDITIONS

(As of February 28, 2020)

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” and which was formerly named “Harris Corporation”) 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 2015 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 Restricted 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 15^th 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 the benefit of the Employee or his or her designee maintained by the Company’s stock transfer agent or its designee.

(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 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) herein (due to death, Disability (as defined below) or Other Disability (as defined below)) or 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), 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) herein (due to death, Disability or Other Disability) or 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) 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), Section 3(b) or Section 4, all Performance Units subject to the Award shall be immediately and automatically forfeited upon such termination of employment; or

(ii) due to (A) a Qualifying Retirement (as defined below) or (B) involuntary termination of employment of the Employee by the Company other than for Cause (as defined below), 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).

(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 (I) in the case of death or Disability, 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, and (II) in the case of Other Disability, following the end of the original Performance Period, but in no event later than sixty (60) days following the end of the original Performance Period, or, if earlier, within sixty (60) days following the Employee’s subsequent death.

(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.

(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.

(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 Retirement” means retirement after age sixty (60) with five (5) or more years of full-time service with the Company; provided, that 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 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 (1) the particular intended date of 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.

4. Change in Control.

(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 or (B) Disability, the Performance Period shall immediately expire upon such death or Disability, 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 death or Disability, but in no event later than sixty (60) days thereafter;

(ii)(A) involuntary termination of employment of the Employee by the Company other than for Cause, (B) voluntary termination of employment by the Employee for Good Reason, (C) a Qualifying Retirement or (D) Other Disability, the payout of the Performance Units at such Attained Performance Level shall be vested immediately upon such termination and shall be paid following the end of the original Performance Period as though no termination had occurred; provided, further, however, that if such Change in Control qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A‑3(i)(5), the Performance Period shall immediately expire upon such termination of employment, and the payout of the Performance Units 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, and

(iii) the Employee’s (A) resignation 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 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 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.

(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.

(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 5; (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:

(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 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 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 (b), (c) and (d), 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. 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 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.

STM/bs/20-020 1


1.	Article 8 hereby is amended to add the following new Section 8.8 thereto:



Form S-4	No. 333-236885	L3Harris Technologies, Inc. Offer to Exchange
Form S-3	No. 333-233827	L3Harris Technologies, Inc. Debt and Equity Securities
Form S-4/A	No. 333-228829	Harris Corporation Shares of Common Stock
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




Name of Subsidiary		State or Other Jurisdiction of Incorporation
AeroElite Limited		United Kingdom
Aerosim Academy, Inc.		Florida
Aerosim Bangkok Company Limited		Thailand
Aerosim Technologies, Inc.		Minnesota
Aerosim Thai Company Limited		Thailand
Airline Placement Limited		United Kingdom
Airline Recruitment Limited		United Kingdom
Applied Defense Solutions, Inc.		Delaware
Applied Kilovolts Limited		United Kingdom
Asian Aviation Training Centre Ltd.		Thailand
ASV Global, L.L.C.		Louisiana
Autonomous Surface Vehicles Limited		United Kingdom
Autonomous Surface Vehicles, LLC		Louisiana
Aviation Communication & Surveillance Systems, LLC		Delaware
Aydin Yazilim ve Elektronik Sanayi A.S.*		Turkey
Azimuth Security Pty Ltd		Australia
Azimuth Security Trust		Australia
Azimuth Security, LLC		Florida
Beijing MAPPS-SERI Technology Company Ltd.*		China
Calzoni S.r.l.		Italy
Combat Advanced Propulsion, LLC*		Delaware
CR MSA LLC		Delaware
CTC Aviation Group Limited		United Kingdom
CTC Aviation Holdings Limited		United Kingdom
CTC Aviation International Limited		United Kingdom
CTC Aviation Services Limited		United Kingdom
CTC Aviation Training (UK) Limited.		United Kingdom
Defence Investments Limited		United Kingdom
DMRAC-Aviation Corporation - SGPS, Unipessoal LDA		Portugal
EAA – Escola de Aviação Aerocondor, S.A.		Portugal
Eagle Technology, LLC		Delaware
EDO (UK) Ltd.		United Kingdom
EDO MBM Technology Ltd.		United Kingdom
EDO Western Corporation		Utah
Electrodynamics, Inc.		Arizona
ESSCO Collins Limited		Ireland
Exelis Arctic Services		Delaware
Exelis Australia Holdings Pty Ltd		Australia
Exelis Australia Pty Ltd		Australia
Exelis Holdings, Inc.		Delaware
FAST Holdings Limited*		United Kingdom



Name of Subsidiary		State or Other Jurisdiction of Incorporation
FAST Training Services Limited*		United Kingdom
Felec Services, Inc.		Delaware
Flight Data Services Limited		United Kingdom
Flight Training Acquisitions LLC		Delaware
ForceX, Inc		Tennessee
G Air Advanced Training, Lda		Portugal
G Air II Maintenance, Lda		Portugal
G4U – Gestão de Activos Aeronáuticos, Sociedade, Lda		Portugal
Harris Asia Pacific Sdn. Bhd.		Malaysia
Harris Atlas Systems LLC*		UAE
Harris C4i Pty Ltd		Australia
Harris Canada Systems, Inc.		Canada
Harris Cayman Ltd.		Cayman Islands
Harris Communications (Australia) Pty. Ltd.		Australia
Harris Communications (Spain), S. L.		Spain
Harris Communications FZCO		UAE
Harris Communications GmbH		Germany
Harris Communications Limited		Hong Kong
Harris Communications Malaysia Sdn. Bhd.		Malaysia
Harris Communications MH Spain, S. L.		Spain
Harris Communications Pakistan (Private) Limited		Pakistan
Harris Communications Systems India Private Limited		India
Harris Comunicações e Participações do Brasil Ltda.		Brazil
Harris Defence Ltd.		United Kingdom
Harris Denmark ApS		Denmark
Harris Denmark Holding ApS		Denmark
Harris Geospatial Solutions B.V.		Netherlands
Harris Geospatial Solutions France SARL		France
Harris Geospatial Solutions GmbH		Germany
Harris Geospatial Solutions Italia SRL		Italy
Harris Geospatial Solutions KK		Japan
Harris Geospatial Solutions UK Limited		United Kingdom
Harris Geospatial Solutions, Inc.		Colorado
Harris Global Communications, Inc.		New York
Harris Holdco LLC		Delaware
Harris International Chile Limitada		Chile
Harris International Holdings, LLC		Delaware
Harris International Saudi Communications		Saudi Arabia
Harris International Venezuela, C.A.		Venezuela
Harris International, Inc.		Delaware
Harris Luxembourg Sarl		Luxembourg
Harris NV		Belgium
Harris Orthogon GmbH		Germany
Harris Pension Management Limited		United Kingdom
Harris Solid-State (Malaysia) Sdn. Bhd.		Malaysia
Harris Systems Limited		United Kingdom
Honeywell TCAS Inc.		Delaware
Interstate Electronics Corporation		California
L-3 Afghanistan, LLC		Delaware



Name of Subsidiary		State or Other Jurisdiction of Incorporation
L3 Applied Technologies, Inc.		Delaware
L3 Australia Group Pty Ltd		Australia
L3 Aviation Products, Inc.		Delaware
L-3 Brasil Importação, Exportação e Comércio Ltda.		Brazil
L-3 Centaur, LLC		Delaware
L3 Cincinnati Electronics Corporation		Ohio
L3 Commercial Training Solutions Limited		United Kingdom
L-3 Communications AIS GP Corporation		Delaware
L-3 Communications ASA Limited		United Kingdom
L-3 Communications Australia Pty Ltd		Australia
L-3 Communications Flight Capital LLC		Delaware
L-3 Communications Holding GmbH		Germany
L-3 Communications India Private Limited		India
L-3 Communications Integrated Systems L.P.		Delaware
L-3 Communications Investments Inc.		Delaware
L-3 Communications Limited		United Kingdom
L-3 Communications Link Simulation and Training UK (Overseas) Limited		United Kingdom
L-3 Communications Singapore Pte. Ltd.		Singapore
L3 CTS Airline Academy (NZ) Limited		New Zealand
L3 CTS Airline and Academy Training Limited		United Kingdom
L-3 Domestic Holdings, Inc.		Delaware
L3 Doss Aviation, Inc.		Texas
L3 Electron Devices, Inc.		Delaware
L3 ESSCO, Inc.		Delaware
L3 Foreign Holdings, Inc.		Delaware
L3 Fuzing and Ordnance Systems, Inc.		Delaware
L-3 Global Holding UK Ltd.		United Kingdom
L3 International Australia Pty Ltd		Australia
L-3 International UK Ltd		United Kingdom
L3 Investments UK Holdings Ltd		United Kingdom
L3 Investments, LLC		Delaware
L3 Kenya LTD		Kenya
L3 Kigre, Inc.		Ohio
L3 Latitude, LLC		Arizona
L3 Magnet-Motor GmbH		Germany
L3 MAPPS INC.		Canada
L3 MAPPS Limited		United Kingdom
L3 MAPPS Sdn. Bhd.		Malaysia
L3 Micreo Pty Limited		Australia
L3 Oceania Pty Limited		Australia
L3 Open Water Power, Inc.		Delaware
L-3 Saudi Arabia LLC		Saudi Arabia
L-3 Security Equipment Trading (Beijing) Co., Ltd.*		China
L-3 Societá Srl.		Italy
L3 Technologies Australia Group Pty Ltd		Australia
L3 Technologies Canada Group Inc.		Canada
L3 Technologies Canada Inc.		Canada
L3 Technologies Investments Limited		Cyprus



Name of Subsidiary		State or Other Jurisdiction of Incorporation
L3 Technologies MAS Inc.		Canada
L3 Technologies UK Group Ltd		United Kingdom
L3 Technologies, Inc.		Delaware
L-3 Technology & Services UK Ltd		United Kingdom
L3 Unidyne, Inc.		Delaware
L3 Unmanned Systems, Inc.		Texas
L3 Westwood Corporation		Nevada
L3Harris Technologies Australia Group Pty. Ltd.		Australia
L3Harris Technologies Holding, LLC		Delaware
L3Harris Technologies UK Holding Ltd.		United Kingdom
Linchpin Labs Inc.		Canada
Linchpin Labs Inc.		Delaware
Linchpin Labs Limited		United Kingdom
Linchpin Labs Limited		New Zealand
Linchpin Labs Pty Limited		Australia
L-Tres Comunicaciones Costa Rica, S.A.		Costa Rica
Manatee Investment, LLC		Delaware
Manu Kai, LLC*		Hawaii
Melbourne Leasing, LLC		Florida
Mustang Technology Group, L.P.		Texas
Narda Safety Test Solutions GmbH		Germany
Narda Safety Test Solutions S.r.l.		Italy
NexGen Communications, LLC		Virginia
Power Paragon, Inc.		Delaware
S.C. Harris Assured Communications SRL		Romania
SARL Assured Communications		Algeria
SPD Electrical Systems, Inc.		Delaware
Sunshine General Services, LLC		Iraq
TRL Electronics Limited		United Kingdom
TRL Technology Limited		United Kingdom
Wescam Inc.		Canada
Wescam USA, Inc.		Florida


1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended April 3, 2020 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


(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.


(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.