L3harris Technologies, Inc 10-Q for FY2025 Q2
L3harris Technologies, Inc. (LHX)
10-Q
2025-07-24
For: 2025-06-27
View Original
Added on
April 10, 2026
About this 10-Q
L3harris Technologies, Inc filed this 10-Q on July 24, 2025, covering the quarter ended June 27, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 27, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5.43B
- up 2.4% from $5.3B a year earlier
- Net income
- $458M
- up 25.1% from net income of $366M a year earlier
- Diluted EPS
- $2.44
- up 27.1% from $1.92 a year earlier
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 | |||||
or
| 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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (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 | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes o No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| þ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ¨ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes þ No
The number of shares outstanding of the registrant’s common stock as of July 18, 2025 was 187,094,798 .
L3HARRIS TECHNOLOGIES, INC.
FORM 10-Q
For Second Quarter 2025
TABLE OF CONTENTS
| Page No. | |||||
| Part I. Financial Information: | |||||
ITEM 1. Financial Statements (Unaudited): | |||||
Condensed Consolidated Statement of Comprehensive Income for Second Quarter and Year to Date 2025 and 2024 | |||||
Condensed Consolidated Statement of Equity for Second Quarter and Year to Date 2025 and 2024 | |||||
Notes to Condensed Consolidated Financial Statements | |||||
| Part II. Other Information: | |||||
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds | |||||
ITEM 6. Exhibits | |||||
This Quarterly Report on Form 10-Q (this “Report”) contains trademarks, service marks and registered marks of L3Harris Technologies, Inc. and its subsidiaries. All other trademarks are the property of their respective owners.
_____________________________________________________________________
1
Cautionary Statement Regarding Forward-Looking Statements
This Report contains forward-looking statements within the meaning of federal securities laws that involve risks, uncertainties and assumptions that could cause our results to differ materially from such forward-looking statements. Examples include, but are 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, including expectations regarding trade policies; future political or budget conditions; the outcome of contingencies or litigation; expected backlog recognition; effective tax rate forecast; the potential level of share repurchases, dividends or pension contributions; capital expenditures and capital structure; other financial items; and assumptions underlying any of the foregoing. Terminology, such as “believes,” “expects,” “may,” “could,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates,” “projects” and similar words or expressions may also identify forward-looking statements.
You should not place undue reliance on forward-looking statements, which reflect our management’s current expectations, estimates, projections and assumptions and information currently available to our management as of the date of filing of this Report and are not guarantees of future performance or actual results. Important risks that could cause our results to differ materially from those expressed in or implied by these forward-looking statements or from our historical results include, but are not limited to, risks arising from: our dependence on competitive markets from U.S. Government customers; changes in contract mix; inflation; unilateral contract action by the U.S. Government; uncertain economic conditions; future geopolitical events; supply chain disruptions; impact of LHX NeXt costs and savings; indebtedness; commercial paper balances; defined benefit plan liability and returns; interest rates; changes in trade policy, including tariffs; and other market factors. These important risks and other disclosures are described more fully in Part I. Item 1A. Risk Factors in our Fiscal 2024 Form 10-K and in Part II. Item 1A. Risk Factors of this Report.
Forward-looking statements are made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section, and we have no duty and disclaim any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events or developments or otherwise, after the date of filing of this Report or, in the case of any document incorporated by reference, the date of that document.
_____________________________________________________________________
2
PART I. FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS. | ||||
L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
| Second Quarter | Year to Date | ||||||||||||||||||||||
| (In millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenue | $ | $ | $ | $ | |||||||||||||||||||
| Cost of revenue | ( | ( | ( | ( | |||||||||||||||||||
| General and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
| Operating income | |||||||||||||||||||||||
Non-service FAS pension income and other, net(1) | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Noncontrolling interests, net of income taxes | ( | ( | |||||||||||||||||||||
| Net income attributable to L3Harris | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share attributable to common shareholders | |||||||||||||||||||||||
| Basic | $ | $ | $ | $ | |||||||||||||||||||
| Diluted | $ | $ | $ | $ | |||||||||||||||||||
(1)“FAS” is defined as Financial Accounting Standards.
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
_____________________________________________________________________
3
L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Unaudited)
| Second Quarter | Year to Date | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of income taxes: | |||||||||||||||||||||||
| Foreign currency translation and other, net | ( | ||||||||||||||||||||||
| Pension and other postretirement benefits | ( | ||||||||||||||||||||||
| Other comprehensive income (loss) recognized during the period | ( | ||||||||||||||||||||||
| Reclassification adjustments for gains included in net income | ( | ( | ( | ( | |||||||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Total comprehensive income | |||||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interest | ( | ( | |||||||||||||||||||||
| Total comprehensive income attributable to L3Harris | $ | $ | $ | $ | |||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
_____________________________________________________________________
4
L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Unaudited)
| (In millions, except shares) | June 27, 2025 | January 3, 2025 | |||||||||
| Assets | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Receivables, net of allowances of $ | |||||||||||
| Contract assets | |||||||||||
| Inventories, net | |||||||||||
| Income taxes receivable | |||||||||||
| Other current assets | |||||||||||
| Assets of business held for sale | |||||||||||
| Total current assets | |||||||||||
| Non-current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred income taxes | |||||||||||
| Other non-current assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and equity | |||||||||||
| Current liabilities | |||||||||||
| Short-term debt | $ | $ | |||||||||
| Current portion of long-term debt, net | |||||||||||
| Accounts payable | |||||||||||
| Contract liabilities | |||||||||||
| Compensation and benefits | |||||||||||
| Other current liabilities | |||||||||||
| Liabilities of business held for sale | |||||||||||
| Total current liabilities | |||||||||||
| Non-current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Deferred income taxes | |||||||||||
| Other non-current liabilities | |||||||||||
| Total liabilities | |||||||||||
| Equity | |||||||||||
| Shareholders’ Equity: | |||||||||||
Common stock, $ | |||||||||||
| Paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Total shareholders’ equity | |||||||||||
| Noncontrolling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
_____________________________________________________________________
5
L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
| Year to Date | |||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Operating Activities | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Share-based compensation | |||||||||||
| Net periodic benefit income | ( | ( | |||||||||
| Share-based matching contributions under defined contribution plans | |||||||||||
| Deferred income taxes | ( | ( | |||||||||
| (Increase) decrease in: | |||||||||||
| Receivables, net | ( | ( | |||||||||
| Contract assets | ( | ( | |||||||||
| Inventories, net | |||||||||||
| Other current assets | ( | ( | |||||||||
| Increase (decrease) in: | |||||||||||
| Accounts payable | ( | ||||||||||
| Contract liabilities | ( | ||||||||||
| Compensation and benefits | ( | ||||||||||
| Other current liabilities | ( | ||||||||||
| Income taxes | |||||||||||
| Other operating activities | ( | ( | |||||||||
| Net cash provided by operating activities | |||||||||||
| Investing Activities | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Proceeds from sales of businesses, net of cash divested | |||||||||||
| Other investing activities | ( | ( | |||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Financing Activities | |||||||||||
| Proceeds from issuances of long-term debt, net | |||||||||||
| Repayments of long-term debt | ( | ( | |||||||||
| Change in commercial paper, maturities under 90 days, net | |||||||||||
| Proceeds from commercial paper, maturities over 90 days | |||||||||||
| Repayments of commercial paper, maturities over 90 days | ( | ||||||||||
| Repurchases of common stock | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Other financing activities | |||||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
| Cash and cash equivalents, end of period | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
_____________________________________________________________________
6
L3HARRIS TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(Unaudited)
| Second Quarter | Year to Date | ||||||||||||||||||||||
| (In millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Common Stock | |||||||||||||||||||||||
| Beginning balance | $ | $ | $ | $ | |||||||||||||||||||
| Share-based compensation | |||||||||||||||||||||||
| Repurchases and retirement of common stock | ( | ( | ( | ( | |||||||||||||||||||
| Ending balance | |||||||||||||||||||||||
| Paid-in Capital | |||||||||||||||||||||||
| Beginning balance | |||||||||||||||||||||||
| Share-based compensation and other, net | |||||||||||||||||||||||
| Repurchases and retirement of common stock | ( | ( | ( | ( | |||||||||||||||||||
| Ending balance | |||||||||||||||||||||||
| Retained Earnings | |||||||||||||||||||||||
| Beginning balance | |||||||||||||||||||||||
| Net income and other | |||||||||||||||||||||||
| Repurchases and retirement of common stock | ( | ( | ( | ( | |||||||||||||||||||
| Cash dividends | ( | ( | ( | ( | |||||||||||||||||||
| Ending balance | |||||||||||||||||||||||
| Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||||||
| Beginning balance | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive income (loss), net of income taxes | — | ( | |||||||||||||||||||||
| Ending balance | ( | ( | |||||||||||||||||||||
| Noncontrolling Interests | |||||||||||||||||||||||
| Beginning balance | ( | ||||||||||||||||||||||
| Derecognized with divestiture | — | — | ( | — | |||||||||||||||||||
| Net income and other | — | ( | — | ||||||||||||||||||||
| Ending balance | |||||||||||||||||||||||
| Total Equity | $ | $ | $ | $ | |||||||||||||||||||
| Cash dividends per share | $ | $ | $ | $ | |||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).
_____________________________________________________________________
7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A: BASIS OF PRESENTATION
Principles of Consolidation
The accompanying Condensed Consolidated Financial Statements include the accounts of L3Harris Technologies, Inc. and its consolidated subsidiaries. As used in these notes to Condensed Consolidated Financial Statements (these “Notes”), the terms “L3Harris,” “Company,” “we,” “our” and “us” refer to L3Harris Technologies, Inc. and its consolidated subsidiaries. Intercompany transactions and accounts have been eliminated.
The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all information and footnotes necessary for a complete presentation of financial condition, results of operations, cash flows and equity in conformity with GAAP for annual financial statements and are not necessarily indicative of the results that may be expected for the full fiscal year or any subsequent period.
Our fiscal year is based on a 52- or 53-week period ending on the Friday nearest December 31. The fiscal quarters ended June 27, 2025 (“second quarter 2025”) and June 28, 2024 (“second quarter 2024”) both include 13 weeks. The year-to-date periods ended June 27, 2025 (“year to date 2025”) and June 28, 2024 (“year to date 2024”) include 25 weeks and 26 weeks, respectively.
Description of Business Segments
We structure our operations primarily around the products, systems and services we sell and the markets we serve and report our financial results in the following four reportable segments:
Communication Systems (“CS”): Software defined communication products and waveforms for domestic and international customers; broadband communications; integrated vision solutions; and public safety radios, system applications and equipment; and
Integrated Mission Systems (“IMS”): Multi-mission intelligence, surveillance and reconnaissance (“ISR”) systems; passive sensing and targeting; electronic attack platforms; autonomy; power and communications; networks; and Commercial Aviation Solutions (“CAS disposal group”), which includes aviation products and pilot training operations and was divested on March 28, 2025; and
Space & Airborne Systems (“SAS”): Satellites and space payloads, sensors and full-mission solutions; classified intelligence and cyber; airborne combat systems; and mission networks for air traffic management operations; and
Aerojet Rocketdyne (“AR”): Missile solutions with propulsion technologies for strategic defense, missile defense, hypersonic and tactical systems and fuzing; and space propulsion and power systems for national security space and exploration missions.
Business realignment. Effective in first quarter 2025, we realigned our fuzing and ordnance (“FOS”) business from our IMS segment to our AR segment. Information on the reallocation of goodwill in connection with the realignment can be found under the “Reallocation of Goodwill in Business Realignment” heading in Note E: Goodwill and Intangible Assets in our Form 10-Q for first quarter 2025, which is incorporated herein by reference.
The historical results, discussion and presentation of our business segments as set forth in the accompanying Condensed Consolidated Financial Statements and these Notes reflect the impact of these changes for all periods presented in order to present segment information on a comparable basis. There is no impact on our previously reported consolidated statements of operations, balance sheets, statements of cash flows or statements of equity resulting from these changes.
Use of Estimates
The preparation of financial statements in accordance with GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying Condensed Consolidated Financial Statements and these Notes and related disclosures. These estimates and assumptions are based on experience and other information available prior to issuance of the accompanying Condensed Consolidated Financial Statements and these Notes. Materially different results can occur as circumstances change and additional information becomes known.
_____________________________________________________________________
8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Reclassifications
The classification of certain prior year amounts have been adjusted in our Condensed Consolidated Financial Statements and these Notes to conform to current year classifications.
Supplemental Cash Flow Information
During year to date 2025, we recognized $150
Recently Issued Accounting Pronouncements
See Note 1: Significant Accounting Policies in our Fiscal 2024 Form 10-K for information on recently issued accounting pronouncements.
NOTE B: EARNINGS PER SHARE (“EPS”)
EPS is calculated as net income attributable to common shareholders divided by our weighted-average number of basic or diluted common shares outstanding. Potential dilutive common shares primarily consist of employee stock options, restricted stock units (“RSUs”) and performance share units (“PSUs”).
The weighted-average number of shares outstanding used to compute basic and diluted EPS are as follows:
| Second Quarter | Year to Date | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Basic weighted-average common shares outstanding | |||||||||||||||||||||||
| Impact of dilutive share-based awards | |||||||||||||||||||||||
| Diluted weighted-average common shares outstanding | |||||||||||||||||||||||
Diluted EPS excludes the antidilutive impact of 1.0 million and 2.0 million weighted-average share-based awards outstanding for second quarter and year to date 2025, respectively, and 0.9 million and 1.7 million weighted-average share-based awards outstanding for second quarter and year to date 2024, respectively.
NOTE C: CONTRACT ASSETS AND CONTRACT LIABILITIES
Contract assets mainly represent unbilled amounts typically resulting from revenue recognized exceeding amounts billed to customers for contracts utilizing the percentage of completion (“POC”) cost-to-cost revenue recognition method. Contract assets become receivables as we bill customers as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals, upon achievement of contractual milestones or upon deliveries and, in certain arrangements, the customer may defer payment of a portion of the contract price until contract completion. Contract liabilities include advance payments and billings in excess of revenue recognized, including deferred revenue. Contract assets and liabilities are reported on a contract-by-contract basis at the end of each reporting period.
Contract assets and contract liabilities are summarized below:
| (In millions) | June 27, 2025 | January 3, 2025 | |||||||||
Contract assets | $ | $ | |||||||||
Contract liabilities, current | ( | ( | |||||||||
Contract liabilities, non-current(1) | ( | ( | |||||||||
| Net contract assets | $ | $ | |||||||||
_______________
(1)Included as a component of the “Other non-current liabilities” line item in our Condensed Consolidated Balance Sheet.
Revenue recognized related to contract liabilities that were outstanding at the end of the respective prior fiscal year were $517 million and $1,215 million for second quarter and year to date 2025, respectively, and $353 million and $1,048 million for second quarter and year to date 2024, respectively.
_____________________________________________________________________
9
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE D: INVENTORIES, NET
Inventories, net are summarized below:
| (In millions) | June 27, 2025 | January 3, 2025 | |||||||||
Finished products | $ | $ | |||||||||
| Work in process | |||||||||||
| Materials and supplies | |||||||||||
Inventories, net | $ | $ | |||||||||
NOTE E: GOODWILL AND INTANGIBLE ASSETS
Goodwill
Changes in the carrying amount of goodwill, by business segment, were as follows:
| (In millions) | CS | IMS | SAS | AR | Total | ||||||||||||||||||||||||
Balance as of January 3, 2025(1) | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Currency translation adjustments | |||||||||||||||||||||||||||||
Balance as of June 27, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
_______________
(1)Balances reflect impact of FOS business realignment from our IMS segment to our AR segment effective in first quarter 2025, as discussed under the “Reallocation of Goodwill in Business Realignment” heading in Note E: Goodwill and Intangible Assets in our Form 10-Q for first quarter 2025, which is incorporated herein by reference.
Accumulated goodwill impairment losses in our CS, SAS and AR segments were $355 80 172 195 million and $954 million as of June 27, 2025 and January 3, 2025, respectively. IMS accumulated impairment losses decreased $759 million in first quarter 2025 in connection with the CAS disposal group divestiture.
Intangible Assets
Intangible assets, net are summarized below:
| June 27, 2025 | January 3, 2025 | ||||||||||||||||||||||||||||||||||
| (In millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||||||||||||
| Finite-lived | |||||||||||||||||||||||||||||||||||
Customer relationships | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Developed technologies | ( | ( | |||||||||||||||||||||||||||||||||
Trade names and other | ( | ( | |||||||||||||||||||||||||||||||||
| Indefinite-lived | |||||||||||||||||||||||||||||||||||
| Trade name | — | — | |||||||||||||||||||||||||||||||||
| Intangible assets, net | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
Amortization expense for intangible assets was $193 million and $387 million for second quarter and year to date 2025, respectively, and $215 million and $432 million for second quarter and year to date 2024, respectively.
The following table presents future estimated amortization expense for intangible assets:
| (In millions) | |||||
| Next 12 months | $ | ||||
| Months 13-24 | |||||
| Months 25-36 | |||||
| Months 37-48 | |||||
| Months 49-60 | |||||
| Thereafter | |||||
| Total | $ | ||||
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10
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE F: INCOME TAXES
| Second Quarter | Year to Date | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Income tax expense | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Effective tax rate (“ETR”)(1) | % | % | % | % | |||||||||||||||||||
(1)Does not reflect impacts of the new tax legislation included in Congress’ reconciliation package, which was enacted on July 4, 2025, subsequent to the end of second quarter 2025. See Note Q: Subsequent Events in these Notes for further information.
Second quarter 2025 ETR benefited from favorable impacts of resolution of audit uncertainties, research and development (“R&D”) credits and tax deductions for foreign derived intangible income (“FDII”), partially offset by unfavorable impacts from a state legislative change that required us to establish a valuation allowance on R&D credit carryforwards and the CAS disposal group divestiture. Second quarter 2024 ETR benefited from favorable impacts of R&D credits, resolution of audit uncertainties and tax deductions for FDII.
NOTE G: DEBT AND CREDIT ARRANGEMENTS
Long-Term Debt
Long-term debt, net is summarized below:
| (In millions) | June 27, 2025 | January 3, 2025 | |||||||||
Fixed-rate debt(1) | $ | $ | |||||||||
| Financing lease obligations and other debt | |||||||||||
| Long-term debt, including the current portion of long-term debt | |||||||||||
| Plus: unamortized bond premium | |||||||||||
| Less: unamortized discounts and issuance costs | ( | ( | |||||||||
| Long-term debt, including the current portion of long-term debt, net | |||||||||||
Less: current portion of long-term debt, net | ( | ( | |||||||||
| Long-term debt, net | $ | $ | |||||||||
_______________
(1)See Note 8: Debt and Credit Arrangements in our Fiscal 2024 Form 10-K for information on our fixed-rate debt.
Long-Term Debt Repayments. On April 27, 2025, we repaid the entire outstanding $600 million aggregate principal amount of our 3.832 % notes, due April 27, 2025 (“3.832 % 2025 Notes”) with proceeds from the $600 million 5.50 % notes, due August 15, 2054 (“5.50 % 2054 Notes”) issued in fiscal 2024.
Fair Value. As of June 27, 2025 and January 3, 2025, the estimated fair value of long-term debt, including the current portion of long-term debt, net was $11.1 billion and $11.5 billion, respectively. These values were estimated using a market approach based on quoted market prices for our debt in the secondary market and would be classified as Level 2 in the fair value hierarchy. See Note K: Fair Value Measurements in these Notes for further information on fair value.
Commercial Paper Program
Under our commercial paper program (“CP Program”), we may issue unsecured commercial paper notes up to a maximum aggregate amount of $3.0 billion. The CP Program is supported by amounts available under our credit agreements, discussed below.
The commercial paper notes are sold at par less a discount representing an interest factor or, if interest bearing, at par, and the maturities vary but may not exceed 397 days from the date of issue. The commercial paper notes rank at least pari passu with all other unsecured and unsubordinated indebtedness.
As of June 27, 2025 and January 3, 2025, we had $985 million and $515 million in outstanding notes under our CP Program, respectively, which is included in the “Short-term debt” line item in our Condensed Consolidated
_____________________________________________________________________
11
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Balance Sheet. The outstanding notes under our CP Program had a weighted-average interest rate of 4.68 % and 4.70 % as of June 27, 2025 and January 3, 2025, respectively.
Credit Agreements
Five-Year Credit Facility. On February 18, 2025, we established a new $2.5 billion, five-year senior unsecured revolving credit facility (the “2025 Five-Year Credit Facility”) by entering into a Revolving Credit Agreement (“2025 Five-Year Credit Agreement”) maturing on February 18, 2030 with a syndicate of lenders. The 2025 Five-Year Credit Facility replaced the prior $2.0 billion, five-year senior unsecured revolving credit facility established under the Revolving Credit Agreement, dated July 29, 2022 (“2022 Credit Agreement”), and provides for revolving loans, swingline loans and letters of credit, with a sub-limit of $200 million for swingline loans and a sub-limit of $350 million for letters of credit, with the option to request an increase of the maximum amount of commitments up to $3.5 billion.
At our election, borrowings in U.S. Dollars under the 2025 Five-Year Credit Agreement will bear interest at the sum of the secured overnight funding rate (“SOFR”) or the Base Rate (as defined in the 2025 Five-Year Credit Agreement), plus an applicable margin that varies based on the ratings of our senior unsecured long-term debt securities (“Senior Debt Ratings”). In addition to interest payable on the principal amount of indebtedness outstanding, we are required to pay a quarterly unused commitment fee and letter of credit fees based on our Senior Debt Ratings.
364-Day Credit Facility. On February 18, 2025, we established a new $500 million 364-day senior unsecured revolving credit facility (“2025 364-Day Credit Facility”) by entering into a 364-day Credit Agreement (“2025 364-Day Credit Agreement”) maturing no later than February 17, 2026 with a syndicate of lenders. The 2025 364-Day Credit Agreement replaced the prior $1.5 billion 364-day credit agreement (“2024 Credit Agreement”), which matured on January 24, 2025.
At our election, borrowings in U.S. Dollars under the 2025 364-Day Credit Agreement, will bear interest at the sum of the applicable SOFR or the Base Rate (as defined in the 2025 364-Day Credit Agreement), plus an applicable margin that varies based on our Senior Debt Ratings. In addition to interest payable on the principal amount of indebtedness outstanding, we are required to pay a quarterly unused commitment fee that varies based on our Senior Debt Ratings.
Both the 2025 Five-Year Credit Agreement and the 2025 364-Day Credit Agreement contain customary representations, warranties, covenants and events of default for investment grade borrowers and financings of this type.
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12
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE H: RETIREMENT BENEFITS
The components of net periodic benefit income for our defined benefit pension plans and other postretirement benefit plans (“other benefits”) (collectively, “defined benefit plans”) were as follows:
| Second Quarter | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| (In millions) | Pension | Other Benefits | Total | Pension | Other Benefits | Total | |||||||||||||||||||||||||||||
| Operating | |||||||||||||||||||||||||||||||||||
Service cost(1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Non-operating | |||||||||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Amortization of net actuarial gains | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Amortization of prior service (credits) costs | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
Non-service cost net periodic benefit income(2) | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Net periodic benefit income | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
| Year to Date | |||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||
| (In millions) | Pension | Other Benefits | Total | Pension | Other Benefits | Total | |||||||||||||||||||||||||||||
| Operating | |||||||||||||||||||||||||||||||||||
Service cost(1) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Non-operating | |||||||||||||||||||||||||||||||||||
| Interest cost | |||||||||||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Amortization of net actuarial gains | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Amortization of prior service (credits) costs | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Effect of settlements | ( | ( | |||||||||||||||||||||||||||||||||
Non-service cost net periodic benefit income(2) | ( | ( | ( | ( | ( | ( | |||||||||||||||||||||||||||||
| Net periodic benefit income | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||||||||||
(1)Included in the “Cost of revenue” and “General and administrative expenses” line items in our Condensed Consolidated Statement of Operations.
(2)Included in the “Non-service FAS pension income and other, net” line item in our Condensed Consolidated Statement of Operations.
Pension Group Annuity Purchase
_____________________________________________________________________
13
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE I: SHARE-BASED COMPENSATION
As of June 27, 2025, we had stock options and other share-based compensation awards outstanding under our 2024 Equity Incentive Plan and predecessor plans (collectively, the “L3Harris SIPs”).
Awards granted to participants under the L3Harris SIPs and the weighted-average grant-date fair value per share or unit were as follows:
| Year to Date | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (In thousands, except per share/unit amounts) | Shares or Units | Weighted-Average Grant-Date Fair Value Per Share or Unit | Shares or Units | Weighted-Average Grant-Date Fair Value Per Share or Unit | |||||||||||||||||||
Stock option shares granted(1) | $ | $ | |||||||||||||||||||||
RSUs granted(2) | $ | $ | |||||||||||||||||||||
PSUs granted(3) | $ | $ | |||||||||||||||||||||
_______________
(1)Other than certain stock options granted in connection with new hires, our stock options generally vest ratably in equal amounts over a three-year period.
(2)The majority of our RSUs, including those granted annually to executives under our long-term incentive plan, cliff vest after three years .
(3)Our PSUs are subject to performance criteria and generally vest after the three-year performance period.
The aggregate number of shares of our common stock issued under the L3Harris SIPs, net of shares withheld for tax purposes, was 0.2 million and 0.4 million for second quarter and year to date 2025, respectively, and 0.3 million and 0.8 million for second quarter and year to date 2024, respectively.
Share-based compensation expense was $29 million and $48 million for second quarter and year to date 2025, respectively, and $27 million and $53 million for second quarter and year to date 2024, respectively.
NOTE J: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The components of accumulated other comprehensive income (loss), net of income taxes, are summarized below:
| (In millions) | Foreign currency translation and other, net(1) | Pension and other postretirement benefits(2) | Total accumulated other comprehensive income (loss) | ||||||||||||||
| Balance at January 3, 2025 | $ | ( | $ | $ | |||||||||||||
| Other comprehensive income (loss) before reclassifications to earnings | ( | ||||||||||||||||
Losses (gains) reclassified to earnings(3) | ( | ( | |||||||||||||||
| Other comprehensive income (loss) | ( | ||||||||||||||||
| Balance at June 27, 2025 | $ | ( | $ | $ | |||||||||||||
| Balance at December 29, 2023 | $ | ( | $ | $ | ( | ||||||||||||
| Other comprehensive (loss) income before reclassifications to earnings | ( | ( | |||||||||||||||
Losses (gains) reclassified to earnings(3) | ( | ( | |||||||||||||||
| Other comprehensive loss | ( | ( | ( | ||||||||||||||
| Balance at June 28, 2024 | $ | ( | $ | $ | ( | ||||||||||||
_______________
(1)Other, net consists of hedging derivatives.
(2)For additional information see Note H: Retirement Benefits in these Notes.
(3)Included in the “Revenue,” “Cost of revenue,” “General and administrative expenses,” “Interest expense, net” and “Non-service FAS pension income and other, net” line items in our Condensed Consolidated Statement of Operations.
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14
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE K: FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in the principal market (or most advantageous market, in the absence of a principal market) for the asset or liability in an orderly transaction between market participants at the measurement date. Entities are required to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value and to utilize a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:
•Level 1 — Quoted prices in active markets for identical assets or liabilities.
•Level 2 — Observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means.
•Level 3 — Unobservable inputs that are supported by little or no market activity, are significant to the fair value of the assets or liabilities and reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed using the best information available in the circumstances.
In certain instances, fair value is estimated using quoted market prices obtained from external pricing services. In obtaining such data from the external pricing services, we have evaluated the methodologies used to develop the estimate of fair value in order to assess whether such valuations are representative of fair value, including net asset value (“NAV”). Additionally, in certain circumstances, the NAV reported by an asset manager may be adjusted when sufficient evidence indicates NAV is not representative of fair value.
Deferred Compensation Plans
| June 27, 2025 | January 3, 2025 | ||||||||||||||||||||||
| (In millions) | Total | Level 1 | Total | Level 1 | |||||||||||||||||||
Assets(1) | |||||||||||||||||||||||
| Equity and fixed income securities | $ | $ | $ | $ | |||||||||||||||||||
| Investments measured at NAV: | |||||||||||||||||||||||
| Corporate-owned life insurance | |||||||||||||||||||||||
| Fair value of deferred compensation plan assets | $ | $ | |||||||||||||||||||||
Liabilities(2) | |||||||||||||||||||||||
| Equity securities | $ | $ | $ | $ | |||||||||||||||||||
| Investments measured at NAV: | |||||||||||||||||||||||
| Common/collective trusts and guaranteed investment contracts | |||||||||||||||||||||||
| Fair value of deferred compensation plan liabilities | $ | $ | |||||||||||||||||||||
_______________
(1)Represents diversified assets held in rabbi trusts primarily associated with certain non-qualified deferred compensation plans, which we include in the “Other current assets” and “Other non-current assets” line items in our Condensed Consolidated Balance Sheet.
(2)Primarily represents obligations to pay benefits under certain non-qualified deferred compensation plans, which we include in the “Compensation and benefits” and “Other non-current liabilities” line items in our Condensed Consolidated Balance Sheet. Under the 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.
_____________________________________________________________________
15
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE L: CHANGES IN ESTIMATES
Many of our contracts utilize the POC cost-to-cost method of revenue recognition. A single estimated profit margin is used to recognize profit for each performance obligation over its period of performance. At the outset of each contract, we gauge its complexity and perceived risks and establish an estimated total cost at completion in line with those expectations. Due to the long-term nature of many of these contracts, developing the estimated total cost at completion and total transaction price often requires judgment. After establishing the estimated total cost at completion, we follow a standard estimate at completion (“EAC”) process in which we review the progress and performance on our ongoing contracts. 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, there are many reasons estimated contract costs can increase, including: (i) supply chain disruptions, inflation and labor issues; (ii) design or other development challenges; and (iii) program execution challenges (including technical or quality issues and other performance concerns). Additionally, as the contract progresses, our estimates of total transaction price may increase or decrease if, for example, we receive incentive or award fees that are higher or lower than expected.
For additional discussion of our revenue recognition policies and our EAC process, see “Critical Accounting Estimates” in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2024 Form 10-K.
The following table presents the effect of aggregate net EAC adjustments:
| Second Quarter | Year to Date | ||||||||||||||||||||||
| (In millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Operating income | $ | ( | $ | $ | ( | $ | |||||||||||||||||
Net income(1) | ( | ( | |||||||||||||||||||||
| Diluted EPS | ( | ( | |||||||||||||||||||||
_______________
(1)Based on a 25
Revenue recognized from performance obligations satisfied (or partially satisfied) in prior periods was $37 million and $74 million for second quarter and year to date 2025, respectively, and $34 million and $87 million for second quarter and year to date 2024, respectively.
NOTE M: BACKLOG
Backlog, which is the equivalent of our remaining performance obligations, represents the future revenue we expect to recognize as we perform on our current contracts. Backlog comprises both funded backlog (i.e., firm orders for which funding is authorized and appropriated) and unfunded backlog (i.e., orders for which funds have not been appropriated and/or incrementally funded). Backlog excludes unexercised contract options and potential orders under ordering-type contracts, such as indefinite-delivery, indefinite-quantity contracts.
As of June 27, 2025, our ending backlog was $35.4 billion. We expect to recognize approximately 45 % of our backlog as revenue over the next twelve months and 70 % as revenue over the next twenty-four months , with the remainder to be recognized thereafter.
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16
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE N: DIVESTITURES
CAS Disposal Group
On March 28, 2025, we completed the sale of our CAS disposal group, for cash proceeds, net of cash divested, of $831 million. The CAS disposal group, which provided integrated aircraft avionics, pilot training and data analytics services for the commercial aviation industry, was reported in our IMS segment through the date of sale. Income before income taxes attributable to L3Harris was $21 million for year to date 2025 and $30 million and $56 million for second quarter and year to date 2024, respectively.
The carrying amounts of assets and liabilities included in the CAS disposal group divestiture were as follows:
_______________
| (In millions) | March 28, 2025 | ||||||||||||||||
| Receivables, net | $ | ||||||||||||||||
| Contract assets | |||||||||||||||||
| Inventories, net | |||||||||||||||||
| Other current assets | |||||||||||||||||
| Property, plant and equipment, net | |||||||||||||||||
Goodwill(1) | |||||||||||||||||
| Intangible assets, net | |||||||||||||||||
| Other non-current assets | |||||||||||||||||
| Total assets | |||||||||||||||||
| Current portion of long-term debt | |||||||||||||||||
| Accounts payable | |||||||||||||||||
| Contract liabilities | |||||||||||||||||
| Compensation and benefits | |||||||||||||||||
| Other current liabilities | |||||||||||||||||
| Long-term debt, net | |||||||||||||||||
| Other non-current liabilities | |||||||||||||||||
| Total liabilities | |||||||||||||||||
| Net assets divested | $ | ||||||||||||||||
(1)Includes $759 million of accumulated goodwill impairment losses reported in our IMS segment through the date of sale.
In connection with the divestiture, we derecognized noncontrolling interest and accumulated other comprehensive income of $63 million and $6 million, respectively, and recognized a pre-tax loss, inclusive of amounts attributable to noncontrolling interest, of $17 million in year to date 2025. The pre-tax loss is incremental to the previously recorded CAS disposal group losses recognized in fiscal 2024 and 2023. The final cumulative loss on sale remains subject to certain purchase price adjustments, including final working capital settlement, as set forth in the agreement, and will be finalized in fiscal 2025. The pre-tax loss is included in the “General and administrative expenses” line item in our Condensed Consolidated Statement of Operations.
For additional information on the CAS disposal group, including the cumulative pre-tax losses recognized and carrying amounts of assets and liabilities classified as held for sale as of January 3, 2025, see Note 13: Acquisitions and Divestitures in our Fiscal 2024 Form 10-K.
Antenna Disposal Group
On May 31, 2024, we completed the divestiture of our antenna and related businesses (“Antenna disposal group”) from our SAS segment. For additional information, see Note 13: Acquisitions and Divestitures in our Fiscal 2024 Form 10-K.
_____________________________________________________________________
17
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE O: BUSINESS SEGMENT INFORMATION
We structure our operations primarily around the products, systems and services we sell and the markets we serve and report our financial results in four reportable segments: CS, IMS, SAS and AR.
Business Segment Financial Results
The following table presents operating results by business segment and a reconciliation to total income before income taxes:
| Second Quarter | Year to Date | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| CS | $ | $ | $ | $ | |||||||||||||||||||
| IMS | |||||||||||||||||||||||
| SAS | |||||||||||||||||||||||
| AR | |||||||||||||||||||||||
Other(1) | ( | ( | ( | ( | |||||||||||||||||||
| Total revenue | |||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||
| CS | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| IMS | ( | ( | ( | ( | |||||||||||||||||||
| SAS | ( | ( | ( | ( | |||||||||||||||||||
| AR | ( | ( | ( | ( | |||||||||||||||||||
Other (1) | |||||||||||||||||||||||
| Total cost of revenue | ( | ( | ( | ( | |||||||||||||||||||
Other segment costs(2) | |||||||||||||||||||||||
| CS | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
IMS(3) | ( | ( | ( | ( | |||||||||||||||||||
| SAS | ( | ( | ( | ( | |||||||||||||||||||
| AR | ( | ( | ( | ( | |||||||||||||||||||
Other(1) | |||||||||||||||||||||||
| Total other segment costs | ( | ( | ( | ( | |||||||||||||||||||
| Operating income | |||||||||||||||||||||||
| CS | $ | $ | $ | $ | |||||||||||||||||||
| IMS | |||||||||||||||||||||||
| SAS | |||||||||||||||||||||||
| AR | |||||||||||||||||||||||
| Unallocated corporate expenses | ( | ( | ( | ( | |||||||||||||||||||
| Total operating income | |||||||||||||||||||||||
| Non-service FAS pension income and other, net | |||||||||||||||||||||||
| Interest expense, net | ( | ( | ( | ( | |||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||
_____________
(1) Includes corporate headquarters and intersegment eliminations.
(2) Other segment costs consist of company-funded R&D costs, selling and marketing costs and other General and Administrative (“G&A”) expenses, which include a portion of depreciation and amortization expenses that are disclosed by segment under the “Other Financial Information” heading below in this Note.
(3) Second quarter and year to date 2025 reflect a $75
_____________________________________________________________________
18
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Unallocated Corporate Expenses. Total unallocated corporate expenses includes the portion of corporate costs not included in management’s evaluation of segment operating performance, such as amortization of intangibles; merger, acquisition, and divestiture-related expenses; business divestiture-related losses and any related impairment of goodwill; impairment of other assets; LHX NeXt implementation costs; a portion of management and administration, legal, environmental, compensation, retiree benefits, the FAS/Cost Accounting Standards (“CAS”) operating adjustment, eliminations and other.
LHX NeXt Initiative. LHX NeXt is our initiative to transform multiple functions, systems and processes to increase agility and competitiveness. The LHX NeXt effort is expected to continue into 2026 with non-recurring costs for workforce optimization, incremental information technology (“IT”) expenses for implementation of new systems, third party consulting and other costs.
Other Financial Information
The following table presents capital expenditures and depreciation and amortization by business segment:
| Second Quarter | Year to Date | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Capital Expenditures | |||||||||||||||||||||||
| CS | $ | $ | $ | $ | |||||||||||||||||||
| IMS | |||||||||||||||||||||||
| SAS | |||||||||||||||||||||||
| AR | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation and Amortization | |||||||||||||||||||||||
| CS | $ | $ | $ | $ | |||||||||||||||||||
| IMS | |||||||||||||||||||||||
| SAS | |||||||||||||||||||||||
| AR | |||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||
| Total depreciation and amortization | $ | $ | $ | $ | |||||||||||||||||||
Assets
Total assets by business segment were as follows:
| (In millions) | June 27, 2025 | January 3, 2025 | |||||||||
| CS | $ | $ | |||||||||
| IMS | |||||||||||
| SAS | |||||||||||
| AR | |||||||||||
Corporate(1) | |||||||||||
| Total assets | $ | $ | |||||||||
_______________
(1)Includes intangible assets acquired in connection with business combinations that benefit the entire Company of $7,261 million and $7,639 million as of June 27, 2025 and January 3, 2025, respectively. Corporate assets also include cash, income taxes receivable, deferred income taxes, deferred compensation plan assets, buildings and equipment and real estate held for development and leasing.
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19
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Disaggregation of Revenue
We disaggregate revenue for all four business segments by customer relationship, contract type and geographical region. We believe these categories best depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.
_______________
| Second Quarter | |||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | CS | IMS | SAS | AR | CS | IMS | SAS | AR | |||||||||||||||||||||||||||||||||||||||
| Revenue By Customer Relationship | |||||||||||||||||||||||||||||||||||||||||||||||
| Prime contractor | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Subcontractor(1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Intersegment | |||||||||||||||||||||||||||||||||||||||||||||||
| Total segment | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Revenue By Contract Type | |||||||||||||||||||||||||||||||||||||||||||||||
Fixed-price(2) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Cost-type | |||||||||||||||||||||||||||||||||||||||||||||||
| Intersegment | |||||||||||||||||||||||||||||||||||||||||||||||
| Total segment | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Revenue By Geographical Region | |||||||||||||||||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| International | |||||||||||||||||||||||||||||||||||||||||||||||
| Intersegment | |||||||||||||||||||||||||||||||||||||||||||||||
| Total segment | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Year to Date | |||||||||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||||||||||||||||||||||||||
| (In millions) | CS | IMS | SAS | AR | CS | IMS | SAS | AR | |||||||||||||||||||||||||||||||||||||||
| Revenue By Customer Relationship | |||||||||||||||||||||||||||||||||||||||||||||||
| Prime contractor | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
Subcontractor(1) | |||||||||||||||||||||||||||||||||||||||||||||||
| Intersegment | |||||||||||||||||||||||||||||||||||||||||||||||
| Total segment | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Revenue By Contract Type | |||||||||||||||||||||||||||||||||||||||||||||||
Fixed-price(2) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Cost-type | |||||||||||||||||||||||||||||||||||||||||||||||
| Intersegment | |||||||||||||||||||||||||||||||||||||||||||||||
| Total segment | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Revenue By Geographical Region | |||||||||||||||||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| International | |||||||||||||||||||||||||||||||||||||||||||||||
| Intersegment | |||||||||||||||||||||||||||||||||||||||||||||||
| Total segment | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
(1) Includes products and services to contractors whose customers are the end user.
(2) Includes revenue derived from time-and-materials contracts.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE P: LEGAL PROCEEDINGS AND CONTINGENCIES
In the ordinary course of business, we are routinely defendants in, parties to or otherwise subject to many pending and threatened legal actions, claims, disputes, arbitration and other legal proceedings incident to our business, arising from or related to matters, including but not limited to: product liability; personal injury; patents, trademarks, trade secrets or other intellectual property; labor and employment disputes; commercial or contractual disputes; acquisitions or divestitures; the prior sale or use of former products allegedly containing asbestos or other restricted materials; breach of warranty; or environmental matters. Claimed amounts against us may be substantial, but may not bear any reasonable relationship to the merits of the claim or the extent of any real risk of court or arbitration awards. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. Gain contingencies, if any, are recognized when they are realized and legal costs generally are expensed when incurred. As of June 27, 2025, our accrual for the potential resolution of lawsuits, claims or proceedings that we consider probable of being decided unfavorably to us was not material. We cannot at this time estimate the reasonably possible loss or range of loss in excess of our accrual due to the inherent uncertainties and speculative nature of contested proceedings. Although it is not feasible to predict the outcome of these matters with certainty, based on available information, in the opinion of management, settlements, arbitration awards and final judgments, if any, that are considered probable of being rendered against us in litigation or arbitration in existence as of June 27, 2025 were reserved against or would not have a material adverse effect on our financial condition, results of operations, cash flows or equity.
Environmental Matters
We are subject to numerous U.S. Federal, state, local and international environmental laws and regulatory requirements and are involved from time to time in investigations or litigation of various potential environmental issues. We or companies we have acquired are responsible, or alleged to be responsible, for environmental investigation and/or remediation of multiple sites, including sites owned by us and third-party sites. These sites are in various stages of investigation and/or remediation, and in some cases our liability is considered de minimis. Notices from the U.S. Environmental Protection Agency or equivalent state or international environmental agencies allege that several sites formerly or currently owned and/or operated by us or companies we have acquired, and other properties or water supplies that may be or have been impacted from those operations, contain disposed or recycled materials or wastes and require environmental investigation and/or remediation. These sites include instances of us or companies we acquired being identified as a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as the “Superfund Act”), the Resource Conservation Recovery Act and/or equivalent state and international laws, and in some instances, our liability and proportionate share of costs that may be shared among other PRPs have not been determined largely due to uncertainties as to the nature and extent of site conditions and our involvement.
Based on an assessment of relevant factors, we estimated that our liability under applicable environmental statutes and regulations for identified sites was $648 million and $637 million as of June 27, 2025 and January 3, 2025, respectively. The current and non-current portions of our estimated environmental liability are included in the “Other current liabilities” and “Other non-current liabilities” line items, respectively, in our Condensed Consolidated Balance Sheet.
Some of these environmental costs are recoverable from the U.S. Government. We consider the recovery probable based on U.S. Government contracting regulations and, accordingly, record an asset for the recoverable portion of these reserves which was $472 million and $462 million, as of June 27, 2025 and January 3, 2025, respectively. The current and non-current portions of the recoverable costs are included in the “Other current assets” and “Other non-current assets” line items, respectively, in our Condensed Consolidated Balance Sheet.
NOTE Q: SUBSEQUENT EVENTS
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of L3Harris Technologies, Inc.
Results of Review of Interim Financial Statements
We have reviewed the accompanying condensed consolidated balance sheet of L3Harris Technologies, Inc. and subsidiaries (the Company) as of June 27, 2025, the related condensed consolidated statements of operations, comprehensive income and equity for the quarter and two quarters ended June 27, 2025 and June 28, 2024, the condensed consolidated statements of cash flows for the two quarters ended June 27, 2025 and June 28, 2024, 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, 2025, the related consolidated statements of operations, comprehensive income, cash flows and equity for the year then ended, and the related notes (not presented herein); and in our report dated February 14, 2025, 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, 2025, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the PCAOB. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ Ernst & Young LLP
Orlando, Florida
July 24, 2025
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| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. | ||||
The following Management’s Discussion and Analysis (“MD&A”) is intended to assist in an understanding of our financial condition and results of operations. This MD&A is provided as a supplement to, should be read in conjunction with, and is qualified in its entirety by reference to, our Condensed Consolidated Financial Statements and accompanying Notes in this Report (the “Notes”). In addition, reference should be made to our audited Consolidated Financial Statements and accompanying Notes to our Consolidated Financial Statements and Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2024 Form 10-K. The discussions in this MD&A contain forward-looking statements.
OVERVIEW
We are the Trusted Disruptor in the defense industry. With customers’ mission-critical needs always in mind, we deliver end-to-end technology solutions connecting the space, air, land, sea and cyber domains in the interest of national security. We support government customers in more than 100 countries, with our largest customers being various departments and agencies of the U.S. Government, their prime contractors and international allies. Our products and services have defense and civil government applications, as well as commercial applications. The percentage of our revenue that was derived from sales to U.S. Government customers, including foreign military sales funded through the U.S. Government, whether directly or through prime contractors, was 76% for year to date 2025.
U.S. and International Budget Environment
The U.S. and international budget environments are evolving rapidly within a dynamic geopolitical context, influenced by the new Administration and Congress, heightened geopolitical tensions, global security concerns, inflationary pressures, and overall macroeconomic conditions.
On March 15, 2025, the President signed into law a full-year Continuing Resolution (“CR”) for GFY 2025, funding the government through September 30, 2025, with $893 billion for defense funding, including $851 billion for the U.S. Department of Defense (“DoD”). This is in line with the 1% increase permitted by the Fiscal Responsibility Act of 2023 caps for GFY 2025. Notably, the CR provides funding at the account level, not the program level, allowing federal agencies more discretion with how they can prioritize funding for programs.
On May 2, 2025, the White House released a preliminary GFY 2026 budget that included a flat national defense topline of $893 billion (including $849 billion for DoD) and assumed an additional $119 billion from reconciliation funding in 2026 for a total of $1 trillion. The Administration requested $557 billion for non-defense funding, down from $721 billion in GFY 2025, resulting in material funding declines for some agencies, including a $6 billion cut to NASA.
On July 4, 2025, the President signed Congress’ reconciliation package which included $155 billion for national defense spending to fund DoD priorities, including priorities closely aligned with L3Harris interests and opportunities, such as Golden Dome, munitions, and shipbuilding, $165 billion for Department of Homeland Security priorities, $12.5 billion for the Federal Aviation Administration (“FAA”) for air traffic control modernization efforts and $10 billion for NASA. The Administration expects departments and agencies will be able to access significant amounts of this additional funding in GFY 2026, specifically noting they expect DoD will access $113 billion in GFY 2026. The reconciliation package also raises the debt ceiling by $5 trillion and enacts key changes to the federal tax code, further discussed under the “U.S. Federal Tax Reform” heading below. With reconciliation complete, Congress continues its work on the GFY 2026 appropriations and authorization bills.
Internationally, NATO allies have committed to spend 5% of GDP annually over the next decade, with 3.5% on core defense articles and another 1.5% on critical infrastructure, cyber and other key areas.
There are indications both the Administration and Congress are interested in defense acquisition reform efforts, including a recent Executive Order pushing DoD to use rapid acquisition measures and draft language from both the House and Senate Armed Services Committees that we are monitoring closely.
See our U.S. Government funding risks and the discussion of our international business risks within Part I. Item 1A. Risk Factors in our Fiscal 2024 Form 10-K.
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U.S. Federal Tax Reform
Congress’ reconciliation package includes significant amendments to the U.S. federal income tax code. Key provisions include the permanent reinstatement of immediate expensing for domestic research expenditures, the restoration of full expensing for qualified machinery, equipment and other short-lived assets, and several modifications to existing international tax provisions. These provisions were enacted subsequent to the end of second quarter 2025 and are not reflected in the accompanying Condensed Consolidated Financial Statements.
We expect favorable cash tax benefits of $150 million and an increase to our ETR between 200 and 300 basis points for fiscal 2025. We expect to recognize its effects in our provision for income taxes beginning in third quarter 2025. We are still evaluating the provisions of the legislation and the impact on our future financial position, results of operations, and cash flows.
Economic Environment
The ongoing uncertainty related to the impacts of inflation, as well as the interest rate environment and ongoing federal deficits, which raises the cost of borrowing for the federal government, could in the future impact U.S. Government spending priorities for our products and services. For a discussion of inflation-related risks, see Part I. Item 1A. Risk Factors in our Fiscal 2024 Form 10-K.
We continue to monitor and evaluate the potential impact of current and proposed changes in trade policies and in particular, tariffs. In response to enacted tariffs, we are seeking exemptions, evaluating alternative sources of materials and subcontracted components, as well as engaging in supplier negotiations to help manage cost impacts and are considering price adjustments and other strategies to support profitability. Based on current conditions, we do not expect a material impact on our 2025 results, but will continue to monitor developments and assess potential implications as trade policies evolve.
For a discussion of trade policy and macroeconomic related risks, see Part II. Item 1A. Risk Factors in our Form 10-Q for first quarter 2025, which is incorporated herein by reference, and Part I. Item 1A. Risk Factors in our Fiscal 2024 Form 10-K.
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RESULTS OF OPERATIONS
The second quarter 2025 and 2024 both include 13 weeks, while year to date 2025 and 2024 include 25 weeks and 26 weeks, respectively. Outcomes for specific periods, or year-over-year comparisons of results of operations and segment performance should be considered in this context.
Consolidated Results of Operations
| Second Quarter | Year to Date | ||||||||||||||||||||||||||||||||||
| (Dollars in millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||||||||
| Products | $ | 3,708 | $ | 3,684 | $ | 7,274 | $ | 7,283 | |||||||||||||||||||||||||||
| Services | 1,718 | 1,615 | 3,284 | 3,227 | |||||||||||||||||||||||||||||||
| Total revenue | 5,426 | 5,299 | 10,558 | 10,510 | |||||||||||||||||||||||||||||||
| Cost of revenue | |||||||||||||||||||||||||||||||||||
| Products | (2,716) | (2,660) | (5,312) | (5,254) | |||||||||||||||||||||||||||||||
| Services | (1,375) | (1,279) | (2,561) | (2,548) | |||||||||||||||||||||||||||||||
| Total cost of revenue | (4,091) | (3,939) | (7,873) | (7,802) | |||||||||||||||||||||||||||||||
| Gross margin | 1,335 | 1,360 | 2,685 | 2,708 | |||||||||||||||||||||||||||||||
| General and administrative expenses | (764) | (884) | (1,589) | (1,854) | |||||||||||||||||||||||||||||||
| Operating Income | 571 | 476 | 1,096 | 854 | |||||||||||||||||||||||||||||||
| Non-service FAS pension income and other, net | 105 | 86 | 189 | 174 | |||||||||||||||||||||||||||||||
| Interest expense, net | (152) | (172) | (302) | (348) | |||||||||||||||||||||||||||||||
| Income before income taxes | 524 | 390 | 983 | 680 | |||||||||||||||||||||||||||||||
| Income taxes | (66) | (23) | (139) | (28) | |||||||||||||||||||||||||||||||
| Effective Tax Rate | 12.6 | % | 5.9 | % | 14.1 | % | 4.1 | % | |||||||||||||||||||||||||||
| Net income | 458 | 367 | 844 | 652 | |||||||||||||||||||||||||||||||
| Noncontrolling interests, net of income taxes | — | (1) | — | (3) | |||||||||||||||||||||||||||||||
| Net income attributable to L3Harris | $ | 458 | $ | 366 | $ | 844 | $ | 649 | |||||||||||||||||||||||||||
| Diluted EPS | $ | 2.44 | $ | 1.92 | $ | 4.48 | $ | 3.40 | |||||||||||||||||||||||||||
Revenue
The following table presents revenue from products and services by segment, net of intersegment eliminations:
| Second Quarter | Year to Date | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| CS | $ | 1,167 | $ | 1,062 | $ | 2,313 | $ | 2,069 | |||||||||||||||
| IMS | 938 | 1,009 | 1,887 | 1,997 | |||||||||||||||||||
| SAS | 1,101 | 1,189 | 2,122 | 2,399 | |||||||||||||||||||
| AR | 502 | 424 | 952 | 818 | |||||||||||||||||||
Products revenue | $ | 3,708 | $ | 3,684 | $ | 7,274 | $ | 7,283 | |||||||||||||||
| CS | $ | 192 | $ | 262 | $ | 386 | $ | 535 | |||||||||||||||
| IMS | 662 | 649 | 1,292 | 1,277 | |||||||||||||||||||
| SAS | 673 | 505 | 1,246 | 1,031 | |||||||||||||||||||
| AR | 191 | 199 | 360 | 384 | |||||||||||||||||||
Services revenue | $ | 1,718 | $ | 1,615 | $ | 3,284 | $ | 3,227 | |||||||||||||||
Second Quarter Comparison. Products revenue increased $24 million, or 1%, due to higher products revenues of $105 million and $78 million in our CS and AR segments, respectively, partially offset by lower products revenues of $88 million and $71 million in our SAS and IMS segments, respectively.
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Services revenue increased $103 million, or 6%, primarily due to higher services revenues of $168 million in our SAS segment, partially offset by lower services revenue of $70 million in our CS segment.
Year to Date Comparison. Products revenue was flat, due to higher products revenues of $244 million and $134 million in our CS and AR segments, respectively, offset by lower products revenues of $277 million and $110 million in our SAS and IMS segments, respectively.
Services revenue increased $57 million, or 2%, primarily due to higher services revenue of $215 million in our SAS segment, partially offset by lower services revenue of $149 million in our CS segment.
See the “Business Segment Results of Operations” discussion below in this MD&A for further information.
Cost of Revenue
The following table presents cost of revenue from products and services by segment, net of intersegment eliminations:
| Second Quarter | Year to Date | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| CS | $ | (705) | $ | (612) | $ | (1,395) | $ | (1,214) | |||||||||||||||
| IMS | (746) | (800) | (1,458) | (1,556) | |||||||||||||||||||
| SAS | (854) | (909) | (1,680) | (1,837) | |||||||||||||||||||
| AR | (399) | (325) | (744) | (619) | |||||||||||||||||||
| Corporate | (12) | (14) | (35) | (28) | |||||||||||||||||||
| Cost of products revenue | $ | (2,716) | $ | (2,660) | $ | (5,312) | $ | (5,254) | |||||||||||||||
| CS | $ | (148) | $ | (242) | $ | (302) | $ | (463) | |||||||||||||||
| IMS | (528) | (479) | (1,007) | (960) | |||||||||||||||||||
| SAS | (539) | (407) | (977) | (830) | |||||||||||||||||||
| AR | (145) | (153) | (279) | (297) | |||||||||||||||||||
| Corporate | (15) | 2 | 4 | 2 | |||||||||||||||||||
| Cost of services revenue | $ | (1,375) | $ | (1,279) | $ | (2,561) | $ | (2,548) | |||||||||||||||
Second Quarter Comparison. Cost of products revenue increased $56 million, or 2%, primarily due to higher cost of products revenues of $93 million and $74 million in our CS and AR segments, respectively, partially offset by lower cost of products revenues of $55 million and $54 million in our SAS and IMS segments, respectively.
Cost of services revenue increased $96 million, or 8%, primarily due to higher cost of services revenues of $132 million and $49 million in our SAS and IMS segments, respectively, partially offset by lower cost of services revenue of $94 million in our CS segment.
Year to Date Comparison. Cost of products revenue increased $58 million, or 1%, primarily due to higher cost of products revenues of $181 million and $125 million in our CS and AR segments, respectively, partially offset by lower cost of products revenues of $157 million and $98 million in our SAS and IMS segments, respectively.
Cost of services revenue increased $13 million, or 1%, primarily due to higher cost of services revenues of $147 million and $47 million in our SAS and IMS segments, respectively, partially offset by lower cost of services revenues of $161 million and $18 million in our CS and AR segments, respectively.
Gross Margin
Second Quarter Comparison. Gross margin decreased $25 million primarily due to a $62 million decrease from the March 2025 CAS disposal group divestiture and $20 million unfavorable change in net EAC adjustments, partially offset by favorable mix from higher margin revenue, primarily in our CS segment.
Year to Date Comparison. Gross margin decreased $23 million primarily due to a $67 million decrease from the March 2025 CAS disposal group divestiture and $60 million unfavorable change in net EAC adjustments, impacted by program execution on certain classified development programs in SAS, partially offset by favorable higher margin revenue mix, primarily in our CS segment.
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G&A Expenses
The following table presents the components of G&A expenses:
| Second Quarter | Year to Date | ||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Amortization of intangibles | $ | (177) | $ | (194) | $ | (354) | $ | (391) | |||||||||||||||
| Company-funded R&D costs | (132) | (124) | (244) | (238) | |||||||||||||||||||
| Selling and marketing | (120) | (112) | (225) | (225) | |||||||||||||||||||
LHX NeXt implementation costs(1) | (39) | (48) | (74) | (175) | |||||||||||||||||||
| Merger, acquisition, and divestiture-related expenses | (13) | (21) | (30) | (61) | |||||||||||||||||||
| Business divestiture-related losses | — | (24) | (17) | (24) | |||||||||||||||||||
Other G&A expenses(2) | (283) | (361) | (645) | (740) | |||||||||||||||||||
| G&A expenses | $ | (764) | $ | (884) | $ | (1,589) | $ | (1,854) | |||||||||||||||
_______________
(1)Includes costs associated with transforming multiple functions, systems and processes to increase agility and competitiveness, including third-party consulting, workforce optimization and incremental IT expenses for implementation of new systems. See Note O: Business Segment Information in the Notes and the “Operating Environment, Strategic Priorities and Key Performance Measures” section in the MD&A in our Fiscal 2024 Form 10-K for more detail on our LHX NeXt initiative and implementation costs.
(2)Includes other segment G&A expenses, primarily payroll and benefits, outside services, facilities, insurance, gains recognized from asset sales, and unallocated corporate department expenses.
Second Quarter Comparison. G&A expenses decreased $120 million, or 14%, primarily due to a decrease of $78 million in other G&A expenses, largely from a $75 million gain in IMS recognized in connection with the monetization of certain legacy end-of-life assets in second quarter 2025, and a decrease of $24 million in business divestiture-related losses, reflecting the pre-tax losses associated with the Antenna disposal group and then pending CAS disposal group divestitures in second quarter 2024.
Year to Date Comparison. G&A expenses decreased $265 million, or 14%, primarily due to $101 million lower LHX NeXt implementation costs, including a $51 million decrease in third-party consulting and a $30 million decrease in employee severance, a $75 million gain in IMS recognized in connection with the monetization of certain legacy end-of-life assets in second quarter 2025, $37 million lower amortization of intangibles and $31 million lower merger, acquisition and divestiture-related expenses.
Non-service FAS Pension Income and Other, net
Non-service FAS pension income and other, net increased $19 million and $15 million for second quarter and year to date, respectively, reflecting changes in the non-service cost components of net periodic benefit income under our defined benefit plans, as included in Note H: Retirement Benefits in the Notes, in addition to changes in other non-operating income and expenses, primarily changes in the market value of our rabbi trust assets.
Interest Expense, net
Interest expense, net decreased $20 million and $46 million for second quarter and year to date, respectively, primarily due to lower average outstanding notes under our CP Program during 2025. See Note G: Debt and Credit Arrangements in the Notes and the “Liquidity and Capital Resources” section below in this MD&A for further information.
Income Taxes
During interim periods, we estimate our global forecasted full-year ETR and apply that rate to year to date ordinary income in order to compute the year to date income tax provision. Although most items will be considered part of the forecasted full-year ETR, there are a number of items that are instead required to be recorded in the interim period in which they occur; such as certain changes in uncertain tax positions, the accrual of interest and penalties, changes in tax laws or rates, and other items as prescribed by GAAP. As a result, there may be quarterly fluctuations in our ETR and the results for the interim periods are not necessarily indicative of the results to be expected for the full year or future periods.
Second Quarter Comparison. Our ETR was 12.6% and 5.9% for second quarter 2025 and 2024, respectively. Second quarter 2025 ETR benefited from favorable impacts of resolution of audit uncertainties, R&D credits and tax deductions for FDII, partially offset by unfavorable impacts from a state legislative change that required us to establish a valuation allowance on R&D credit carryforwards and the CAS disposal group divestiture. Second quarter 2024 ETR benefited from favorable impacts of R&D credits, resolution of specific audit uncertainties and tax deductions for FDII.
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Year to Date Comparison. Our ETR was 14.1% and 4.1% for year to date 2025 and 2024, respectively. Year to date 2025 and 2024 ETR both benefited from favorable impacts of R&D credits, resolution of audit uncertainties and tax deductions for FDII. Year to date 2024 ETR further benefited from the favorable impact of excess tax benefits from equity-based compensation, while our year to date 2025 ETR was unfavorably impacted by the CAS disposal group divestiture and a state legislative change that required us to establish a valuation allowance on R&D credit carryforwards.
Diluted EPS
Diluted EPS increased 27% and 32% for second quarter and year to date, respectively, primarily due to higher net income from the combined effects of reasons noted in the sections above.
Business Segment Results of Operations
CS Segment
As of June 27, 2025, CS ending backlog was $7.0 billion.
| Second Quarter | Year to Date | ||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2025 | 2024 | % Inc/(Dec) | 2025 | 2024 | % Inc/(Dec) | |||||||||||||||||||||||||||||
| Revenue | $ | 1,376 | $ | 1,346 | 2 | % | $ | 2,728 | $ | 2,640 | 3 | % | |||||||||||||||||||||||
| Operating income | 336 | 329 | 2 | % | 681 | 639 | 7 | % | |||||||||||||||||||||||||||
Operating income as a percentage of revenue (“operating margin”) | 24.4 | % | 24.4 | % | 25.0 | % | 24.2 | % | |||||||||||||||||||||||||||
Second Quarter Comparison. CS revenue increased primarily due to higher revenues of $23 million in Tactical Communications associated with increased international demand for our resilient communication equipment, partially offset by lower DoD demand.
CS operating income increased and operating margin remained flat primarily due to LHX NeXt driven cost savings and favorable mix, partially offset by the absence of $15 million net favorable settlement of legal matters in second quarter 2024.
Year to Date Comparison. CS revenue increased primarily due to higher revenue of $107 million in Tactical Communications from higher international volume on resilient communication equipment.
CS operating income increased primarily due to favorable higher margin international mix in Tactical Communications and LHX NeXt driven cost savings, partially offset by the absence of $15 million net favorable settlement of legal matters in second quarter 2024.
IMS Segment
As of June 27, 2025, IMS ending backlog was $9.9 billion.
| Second Quarter | Year to Date | ||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2025 | 2024 | % Inc/(Dec) | 2025 | 2024 | % Inc/(Dec) | |||||||||||||||||||||||||||||
| Revenue | $ | 1,622 | $ | 1,671 | (3) | % | $ | 3,214 | $ | 3,298 | (3) | % | |||||||||||||||||||||||
| Operating income | 214 | 200 | 7 | % | 417 | 385 | 8 | % | |||||||||||||||||||||||||||
Operating margin | 13.2 | % | 12.0 | % | 13.0 | % | 11.7 | % | |||||||||||||||||||||||||||
Second Quarter Comparison. IMS revenue decreased primarily due to lower revenue of $138 million from the March 2025 CAS disposal group divestiture. Excluding the divestiture impact, IMS revenue increased $89 million, primarily due to $84 million of higher revenue in ISR from classified program ramp.
IMS operating income increased primarily due to a $75 million gain recognized in connection with the monetization of legacy end-of-life assets, aligned with our transformation and value creation priorities, in second quarter 2025, partially offset by a $25 million unfavorable EAC adjustment from the resolution of a contract matter related to lower utilization on the Canadian Maritime Helicopter Program as it nears completion and a $32 million decrease from the March 2025 CAS disposal group divestiture.
Year to Date Comparison. IMS revenue decreased primarily due to lower revenue of $123 million from the March 2025 CAS disposal group divestiture. Excluding the divestiture impact, IMS revenue increased $54 million,
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primarily due to $26 million of higher revenues in ISR from classified program ramp and $26 million in Targeting and Sensor Systems from higher commercially priced revenue for airborne electro-optical sensors.
IMS operating income increased primarily due to a $75 million gain recognized in connection with monetization of legacy end-of-life assets, aligned with our transformation and value creation priorities, in addition to improved program performance in Maritime, favorable mix impact from higher airborne electro-optical sensors volume and LHX NeXt driven cost savings. Such increases were partially offset by a $25 million unfavorable EAC adjustment from the resolution of a contract matter related to lower utilization on the Canadian Maritime Helicopter Program as it nears completion and a $32 million decrease from the March 2025 CAS disposal group divestiture.
SAS Segment
As of June 27, 2025, SAS ending backlog was $10.6 billion.
| Second Quarter | Year to Date | ||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2025 | 2024 | % Inc/(Dec) | 2025 | 2024 | % Inc/(Dec) | |||||||||||||||||||||||||||||
| Revenue | $ | 1,787 | $ | 1,707 | 5 | % | $ | 3,398 | $ | 3,458 | (2) | % | |||||||||||||||||||||||
| Operating income | 220 | 215 | 2 | % | 396 | 431 | (8) | % | |||||||||||||||||||||||||||
Operating margin | 12.3 | % | 12.6 | % | 11.7 | % | 12.5 | % | |||||||||||||||||||||||||||
Second Quarter Comparison. SAS revenue increased primarily due to higher revenues of $132 million in Mission Networks from higher FAA volume and $25 million in Airborne Combat Systems from higher volume and improved program performance, partially offset by lower revenues of $52 million and $24 million in Space Systems and Intel & Cyber, respectively, from program timing, and a $32 million decrease from the May 2024 Antenna disposal group divestiture.
SAS operating income increased primarily due to a $19 million gain recognized in connection with monetization of legacy end-of-life assets aligned with our transformation and value creation priorities, improved program performance and LHX NeXt driven cost savings. Unfavorable mix partially offsets these increases and contributed to a decrease in operating margin.
Year to Date Comparison. SAS revenue decreased primarily due to lower revenues of $176 million in Space Systems from lower volume associated with program timing and the impact of negative EAC adjustments from challenges on certain classified development programs and $114 million in Airborne Combat Systems, reflecting a $76 million decrease from the May 2024 Antenna disposal group divestiture, with the remaining decrease primarily associated with lower classified program revenue. Such decreases were partially offset by higher revenue of $188 million in Mission Networks from higher FAA volume.
SAS operating income decreased primarily due to $44 million of unfavorable EAC adjustments from program execution challenges on certain classified development programs in Space Systems recognized during first quarter 2025, and unfavorable mix, partially offset by a $19 million gain recognized in connection with the monetization of legacy end-of-life assets aligned with our transformation and value creation priorities, and LHX NeXt driven cost savings.
AR Segment
As of June 27, 2025, AR ending backlog was $7.9 billion.
| Second Quarter | Year to Date | ||||||||||||||||||||||||||||||||||
| (Dollars in millions) | 2025 | 2024 | % Inc/(Dec) | 2025 | 2024 | % Inc/(Dec) | |||||||||||||||||||||||||||||
| Revenue | $ | 698 | $ | 633 | 10 | % | $ | 1,327 | $ | 1,217 | 9 | % | |||||||||||||||||||||||
| Operating income | 93 | 81 | 15 | % | 169 | 158 | 7 | % | |||||||||||||||||||||||||||
Operating margin | 13.3 | % | 12.8 | % | 12.7 | % | 13.0 | % | |||||||||||||||||||||||||||
Second Quarter Comparison. AR revenue increased primarily due to higher revenue of $57 million in Missile Solutions from increased production volume on key missile and munitions programs and new program ramp.
AR operating income increased primarily due to higher volume and improved performance driven by LHX NeXt driven cost savings and a favorable contract resolution.
Year to Date Comparison. AR revenue increased primarily due to higher revenue of $119 million in Missile Solutions from increased production volume on key missile and munitions programs and new program ramp.
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AR operating income increased primarily due to higher volume and improved performance driven by LHX NeXt driven cost savings and a favorable contract resolution, partially offset by lower net favorable EAC adjustments. Operating margin was impacted by unfavorable mix.
Unallocated Corporate Expenses
| Second Quarter | Year to Date | ||||||||||||||||||||||||||||||||||
| (In millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||||||||||
| Amortization of intangibles | $ | (193) | $ | (215) | $ | (387) | $ | (432) | |||||||||||||||||||||||||||
LHX NeXt implementation costs | (39) | (48) | (74) | (175) | |||||||||||||||||||||||||||||||
| Merger, acquisition, and divestiture-related expenses | (13) | (21) | (30) | (61) | |||||||||||||||||||||||||||||||
Business divestiture-related losses | — | (24) | (17) | (24) | |||||||||||||||||||||||||||||||
Impairment of goodwill | — | (14) | — | (14) | |||||||||||||||||||||||||||||||
FAS/CAS operating adjustment | 3 | 6 | 6 | 13 | |||||||||||||||||||||||||||||||
Other unallocated corporate expenses | (50) | (33) | (65) | (66) | |||||||||||||||||||||||||||||||
| Unallocated corporate expenses | $ | (292) | $ | (349) | $ | (567) | $ | (759) | |||||||||||||||||||||||||||
LIQUIDITY AND CAPITAL RESOURCES
Capital Resources
As of June 27, 2025, we had cash and cash equivalents of $482 million, of which $327 million was held by our foreign subsidiaries, a significant portion of which we believe can be repatriated to the U.S. with minimal tax cost.
CP Program. As of June 27, 2025, we had $985 million in outstanding notes under our CP Program. Our CP Program serves as a source of short-term financing under which we may issue unsecured commercial paper notes up to a maximum aggregate amount of $3.0 billion, supported by amounts available under our credit facilities, discussed below. From time to time, we use borrowings under the CP Program for general corporate purposes, including funding acquisitions, repaying debt, paying dividends, and repurchasing our common stock. See the “Financing Activities” discussion below in this MD&A for further information about our CP Program.
Credit Facilities. As of June 27, 2025, we had no outstanding borrowings under our credit facilities, had available borrowing capacity of $2,015 million, net of outstanding notes under our CP Program, and were in compliance with all covenants.
2025 Five-Year Credit Facility. On February 18, 2025, we established a new $2.5 billion, five-year senior unsecured revolving credit facility by entering into the 2025 Five-Year Credit Agreement. The 2025 Five-Year Credit Agreement replaced the prior $2.0 billion 2022 Credit Agreement.
2025 364-Day Credit Facility. On February 18, 2025, we established a new $500 million 364-day senior unsecured revolving credit facility by entering into the 2025 364-Day Credit Agreement. The 2025 364-Day Credit Agreement replaced the prior $1.5 billion 2024 Credit Agreement, which matured on January 24, 2025.
See Note G: Debt and Credit Arrangements in the Notes for further information regarding our credit facilities.
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Cash Flows
The following table provides a summary of our cash flow information:
| Year to Date | |||||||||||
| (In millions) | 2025 | 2024 | |||||||||
| Cash and cash equivalents, beginning of period | $ | 615 | $ | 560 | |||||||
| Operating Activities: | |||||||||||
| Net income | 844 | 652 | |||||||||
| Non-cash adjustments | 544 | 444 | |||||||||
| Changes in working capital | (716) | (522) | |||||||||
| Other, net | (74) | 76 | |||||||||
| Net cash provided by operating activities | 598 | 650 | |||||||||
| Net cash provided by (used in) investing activities | 666 | (58) | |||||||||
| Net cash used in financing activities | (1,415) | (600) | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | 18 | (5) | |||||||||
| Net decrease in cash and cash equivalents | (133) | (13) | |||||||||
| Cash and cash equivalents, end of period | $ | 482 | $ | 547 | |||||||
Operating Activities. The $52 million decrease in net cash provided by operating activities for year to date 2025 compared with year to date 2024 was primarily due to $194 million more cash used to fund working capital, primarily driven by timing of billing and collection activity, and cash used for settlement of a longstanding legal matter, partially offset by an increase in net income.
Investing Activities. The $724 million change in net cash provided by investing activities for year to date 2025 compared with net cash used in investing activities for year to date 2024 was primarily due to a $673 million increase in proceeds from sale of businesses, net of cash divested, and a $65 million decrease in capital expenditures. The increase in proceeds from sale of business, net of cash divested, reflects the March 2025 CAS disposal group divestiture, partially offset by the May 2024 Antenna disposal group divestiture.
Financing Activities. The $815 million increase in net cash used in financing activities for year to date 2025 compared with year to date 2024 was primarily due to an increase in cash used to repurchase common stock of $500 million and increase in repayments of long-term debt, net of issuances, of $245 million. Our primary financing activities are further discussed below.
Common Stock Repurchases. On January 28, 2021 and October 21, 2022, we announced that our Board of Directors (“Board”) approved share repurchase authorizations under our repurchase program of $6.0 billion, which was fully utilized in first quarter 2025, and $3.0 billion, respectively. During year to date 2025, we used $822 million of cash to repurchase 3.9 million shares of our common stock under our share repurchase program. As of June 27, 2025, we had $2.6 billion of remaining unused authorization under our repurchase program.
During year to date 2024, we used $322 million of cash to repurchase 1.5 million shares of our common stock under our share repurchase program. See “Liquidity and Capital Resources” in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2024 Form 10-K and Part II. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of this Report for further information regarding common stock repurchases.
Long-term debt. During year to date 2025, we repaid the entire outstanding $600 million aggregate principal amount of our 3.832% 2025 Notes with proceeds from the $600 million 5.50% 2054 Notes issued in fiscal 2024.
During year to date 2024, we closed the issuance and sale of $2.25 billion aggregate principal amount of long-term fixed-rate debt consisting of 5.05% notes, due June 2029, 5.25% notes, due June 2031 and 5.35% notes, due June 2034 and used the proceeds to repay the entire outstanding $2.25 billion, variable rate-term loan facility utilized to finance the fiscal 2023 acquisition of Tactical Data Links. Additionally, we repaid $350 million aggregate principal amount of our 3.950% notes, due May 28, 2024.
As of June 27, 2025, we had $11.1 billion of outstanding long-term debt, net, including the current portion of long-term debt, net of $141 million. The current portion primarily consists of the $100 million 7.00% debentures, due January 15, 2026.
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CP Program. During year to date 2025, our CP Program had a maximum outstanding balance of $1.8 billion and a daily average outstanding balance of $1.3 billion. During year to date 2024, our CP Program had a maximum outstanding balance of $2.8 billion and daily average outstanding balance of $2.4 billion. While we continue to expect balances under the CP Program to remain elevated as compared to historical norms through fiscal 2025, we expect to utilize cash from operations to lower the outstanding balance by the end of fiscal 2025.
Dividends. On February 28, 2025, we announced that our Board increased the quarterly per share cash dividend rate on our common stock to $1.20 from $1.16, the 24th consecutive annual dividend increase. During year to date 2025 and 2024, we paid $453 million and $445 million in dividends, respectively. See Part II. Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities in our Fiscal 2024 Form 10-K for further information regarding our dividends.
Cash Requirements
Except for the level of indebtedness under our CP Program and the establishment of the new 2025 Five-Year Credit Agreement and the new 2025 364-Day Credit Facility, there were no material changes to our cash requirements or commercial commitments as disclosed in our Fiscal 2024 Form 10-K. Further information about our credit facilities and CP Program can be found in “Capital Resources” in this MD&A and Note G: Debt and Credit Arrangements in the Notes.
Defined Benefit Plan Contributions. As of June 27, 2025, we had net defined benefit plan assets of $868 million, the majority of which pertain to our U.S. qualified defined benefit pension plans. We intend to contribute annually no less than the required minimum funding thresholds to these pension plans and do not expect to make material contributions in fiscal 2025. Future required contributions will depend primarily on the actual return on plan assets and the discount rate used to measure the benefit obligation at the end of each year.
We expect to continue evaluating opportunities to strategically manage our pension obligations, including the potential for additional pension de-risking transactions in the future, subject to market conditions and plan funding levels. These actions align with our long-term strategy to reduce exposure to pension volatility while maintaining financial flexibility.
See Note 9: Retirement Benefits in our Fiscal 2024 Form 10-K and Note H: Retirement Benefits in the Notes for further information regarding our defined benefit plans.
Liquidity Assessment
Given our current cash position, outlook for funds generated from operations, credit ratings, available credit facilities, cash needs and debt structure, we have not experienced to date, and do not expect to experience, any material issues with liquidity for the next 12 months and in the longer term, although we can give no assurances concerning our future liquidity, particularly in light of our overall level of debt, U.S. Government budget uncertainties and the state of global commerce and general political and global financial uncertainty. See Part I. Item 1A. Risk Factors in our Fiscal 2024 Form 10-K.
Based on our current business plan and revenue prospects, we believe that our existing cash, funds generated from operations, availability under our senior unsecured credit facilities and our CP Program and access to the public and private debt and equity markets will be sufficient to provide for our anticipated working capital requirements, capital expenditures, dividend payments, repurchases under our share repurchase program and repayments of our debt securities at maturity for the next 12 months and the reasonably foreseeable future thereafter. Our capital expenditures for fiscal 2025 are expected to be approximately 2% of revenue. See “Cash Requirements” in this MD&A and “Capital Resources”, “Cash Requirements” and “Commercial Commitments” in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2024 Form 10-K, for further information regarding our cash requirements.
CRITICAL ACCOUNTING ESTIMATES
There have been no material changes to the critical accounting estimates disclosed in “Critical Accounting Estimates” in Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Fiscal 2024 Form 10-K, except for, as set forth below.
Goodwill
We test our goodwill for impairment annually as of the first day of our fourth fiscal quarter, or under certain circumstances, more frequently, such as when events or circumstances indicate there may be impairment or when we reorganize our reporting structure such that the composition of one or more of our reporting units is affected.
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Fiscal 2025 Impairment Tests. Information on interim impairment tests can be found in “Critical Accounting Estimates– Fiscal 2025 Impairment Tests” in Part I. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-Q for first quarter 2025, which is incorporated herein by reference. These assessments indicated no impairment existed.
Impact of Recently Issued Accounting Pronouncements
There have been no new accounting pronouncements that became effective during year to date 2025 that have had a material impact on our Condensed Consolidated Financial Statements.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. | ||||
Other than the repayment of long-term debt discussed in the Liquidity and Capital Resources section of Part I. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations above, there were no material changes during year to date 2025, with respect to our exposure to market risk as discussed in Part II. Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Fiscal 2024 Form 10-K.
| ITEM 4. | CONTROLS AND PROCEDURES. | ||||
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15 under the Exchange Act, management, with the participation of our principal executive officer, our Chief Executive Officer (“CEO”), and our principal financial officer, our Chief Financial Officer (“CFO”), carried out an evaluation of the Company’s disclosure controls and procedures as of June 27, 2025. Based on this evaluation, the CEO and CFO concluded that as of June 27, 2025, our disclosure controls and procedures were designed at the reasonable assurance level and were effective to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control
There have been no changes in our internal control over financial reporting that occurred during second quarter 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
| ITEM 1. | LEGAL PROCEEDINGS. | ||||
See Note P: Legal Proceedings and Contingencies in the Notes for discussion regarding material legal proceedings and contingencies. Except as set forth in such discussion, there have been no material developments in legal proceedings as reported in Part I. Item 3. Legal Proceedings in our Fiscal 2024 Form 10-K.
| ITEM 1A. | RISK FACTORS. | ||||
Investors should carefully review and consider the information regarding certain factors that could materially affect our business, results of operations, financial condition, cash flows and equity as set forth in Part I. Item 1A. Risk Factors in our Fiscal 2024 Form 10-K. Except for the additional risk factor included in Part II. Item 1A. Risk Factors in our Form 10-Q for first quarter 2025, which is incorporated herein by reference, there have been no material changes to the risk factors disclosed in our Fiscal 2024 Form 10-K. We may disclose changes to our risk factors or disclose additional risk factors from time to time in our future filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently believe not to be material also may adversely impact our business, financial condition, results of operations, cash flows and equity.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. | ||||
Issuer Purchases of Equity Securities
The following table sets forth information with respect to repurchases by us of our common stock during second quarter 2025:
| Period* | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs(1) | Maximum approximate dollar value of shares that may yet be purchased under the plans or programs(1) ($ in millions) | |||||||||||||||||||
| Month No. 1 | |||||||||||||||||||||||
| (March 29, 2025 - April 25, 2025) | |||||||||||||||||||||||
Repurchase program(1) | 925,262 | $ | 211.04 | 925,262 | $ | 2,616 | |||||||||||||||||
Employee transactions(2) | 3,100 | $ | 208.86 | — | — | ||||||||||||||||||
| Month No. 2 | |||||||||||||||||||||||
| (April 26, 2025 - May 23, 2025) | |||||||||||||||||||||||
Repurchase program(1) | 208,969 | $ | 218.45 | 208,969 | $ | 2,570 | |||||||||||||||||
Employee transactions(2) | 2,371 | $ | 219.07 | — | — | ||||||||||||||||||
| Month No. 3 | |||||||||||||||||||||||
| (May 24, 2025 - June 27, 2025) | |||||||||||||||||||||||
Repurchase program(1) | 44,382 | $ | 246.92 | 44,382 | $ | 2,559 | |||||||||||||||||
Employee transactions(2) | 241 | $ | 243.22 | — | — | ||||||||||||||||||
| Total | 1,184,325 | 1,178,613 | $ | 2,559 | |||||||||||||||||||
_______________
* Periods represent our fiscal months.
(1) On January 28, 2021 and October 21, 2022, we announced that our Board approved share repurchase authorizations under our repurchase program of $6.0 billion and $3.0 billion, respectively. The $6.0 billion program was fully utilized during first quarter 2025. Our repurchase program does not have an expiration date and authorizes us to repurchase shares of our common stock through open market purchases, private transactions, transactions structured through investment banking institutions or any combination thereof.
(2) Represents shares of our common stock delivered to us in satisfaction of the tax withholding obligation of holders of PSUs or RSUs that vested during the quarter. Our stock incentive plans provide that the value of shares delivered to us 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 second quarter 2025, we did not issue or sell any unregistered equity securities.
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| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. | ||||
None.
| ITEM 4. | MINE SAFETY DISCLOSURES. | ||||
Not applicable.
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| ITEM 5. | OTHER INFORMATION. | ||||
Securities Trading Plans of Directors and Executive Officers
We require all executive officers and directors to effect purchase and sale transactions in L3Harris securities pursuant to a trading plan (each, a “10b5-1 Plan”) intended to satisfy the requirements of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”). We limit executive officers to a single 10b5-1 Plan in effect at any time, subject to limited exceptions in accordance with Rule 10b5-1.
The following table includes the material terms (other than with respect to the price) of each 10b5-1 Plan adopted or terminated
| Name and title | Date of adoption of 10b5-1 Plan(1) | Scheduled expiration date of 10b5-1 Plan(2) | Aggregate number of shares of common stock to be purchased or sold(3) | |||||||||||||||||||||||
Up to | ||||||||||||||||||||||||||
Up to | ||||||||||||||||||||||||||
(1) Transactions under each Rule 10b5-1 Plan commence no earlier than 90 days after adoption, or such later date as required by Rule 10b5-1.
(2) Each Rule 10b5-1 Plan may expire on such earlier date as all transactions are completed.
(3) Each Rule 10b5-1 Plan provides for shares to be sold on multiple predetermined dates.
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| ITEM 6. | EXHIBITS. | ||||
The following exhibits are filed herewith or are incorporated herein by reference to exhibits previously filed with the SEC:
(10.2) Amendment Number Four to the L3Harris Retirement Savings Plan (Amended and Restated Effective January 1, 2025), dated May 12, 2025.
(13) The following portions of L3Harris Technologies, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 28, 2025, which portions are incorporated herein by reference: information under the “Reallocation of Goodwill in Business Realignment” heading in Note E: Goodwill and Intangible Assets; information under the “Pension Group Annuity Purchase” heading in Note H: Retirement Benefits, information under the section headed “Critical Accounting Estimates– Fiscal 2025 Impairment Tests” in Part I. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations and the additional risk factor included in Part II. Item 1A. Risk Factors. (Commission File Number 1-3863).
(101) The financial information from L3Harris Technologies, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Statement of Operations, (ii) the Condensed Consolidated Statement of Comprehensive Income , (iii) the Condensed Consolidated Balance Sheet, (iv) the Condensed Consolidated Statement of Cash Flows, (v) the Condensed Consolidated Statement of Equity, and (vi) the Notes to Condensed Consolidated Financial Statements.
(104) Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| L3HARRIS TECHNOLOGIES, INC. | ||||||||||||||
| (Registrant) | ||||||||||||||
| Date: July 24, 2025 | By: | /s/ KENNETH L. BEDINGFIELD | ||||||||||||
| Kenneth L. Bedingfield | ||||||||||||||
| Senior Vice President, Chief Financial Officer and President, Aerojet Rocketdyne (Principal Financial Officer and Duly Authorized Officer) | ||||||||||||||
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Exhibit 10.2
AMENDMENT NUMBER FOUR
TO THE
L3HARRIS RETIREMENT SAVINGS PLAN
WHEREAS, L3Harris Technologies, Inc., a Delaware corporation (“L3Harris”), heretofore has adopted and maintains the L3Harris Retirement Savings Plan, as amended and restated effective January 1, 2025 (the "Plan");
WHEREAS, pursuant to Section 17.1 of the Plan, the Employee Benefits Committee of L3Harris (the “Committee”) has the authority to amend the Plan;
WHEREAS, pursuant to Section 13.3 of the Plan, the Committee has delegated certain of such amendment authority to the head of global benefits of L3Harris (currently, the Vice President, Global Benefits, Global Total Rewards) (the “Head of Global Benefits”);
WHEREAS, L3Harris has recognized the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (UAW) and UAW Local 967 (Greenville, Texas) (the “Union”) as the collective bargaining agent for firefighters below the rank of lieutenant employed at Majors Field, Greenville, Texas, and entered into a collective bargaining agreement with the Union effective March 8, 2025 to February 19, 2028 (the “CBA”); and
WHEREAS, the Head of Global Benefits desires to amend the Plan to reflect the terms of Plan participation agreed to by L3Harris and the Union in the CBA with respect to employees who are members of the Union.
NOW, THEREFORE, BE IT RESOLVED, that Appendix 8, “Other Specified Groups,” hereby is amended to add thereto the following description of the benefits with respect to employees who are members of the Union, effective as of March 8, 2025:
| Bargaining Unit/Specified Group | Maximum Deferral Percentage | Match Eligibility | MATCH FORMULA | Match on Catch-Up | Other Employer Contributions | Plan Expenses | ||||||||||||||
L3Harris Technologies Majors Field , Greenville - Firefighters International Union, United Automobile, Aerospace and Agricultural Implement Workers of American (UAW) and UAW Local 967 (Greenville, Texas) (Union Code 968) | Base Plan | Base Plan | 100% of 6% | No | No | Base Plan | ||||||||||||||
Exhibit 10.2
APPROVED by the HEAD OF GLOBAL BENEFITS on this 12 day of May, 2025.
/s/ Allison Lynn
Allison Lynn
Vice President, Global Benefits, Global Total Rewards
SIGNATURE PAGE TO AMENDMENT NUMBER FOUR
TO RETIREMENT SAVINGS PLAN
Exhibit 15
Acknowledgment of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of L3Harris Technologies, Inc.:
We are aware of the incorporation by reference of our report dated July 24, 2025, relating to the unaudited condensed consolidated interim financial statements of L3Harris Technologies, Inc. that is included in its Form 10-Q for the quarter ended June 27, 2025, in the following Registration Statements of L3Harris Technologies, Inc.:
| Form S-8 | No. 333-279040 | L3Harris Technologies, Inc. 2024 Equity Incentive Plan | ||||||||||||
| Form S-3 | No. 333-270103 | L3Harris Technologies, Inc. Debt Securities, Preferred Stock, Common Stock, Depositary Shares and Warrants | ||||||||||||
| Form S-8 | No. 333-268794 | L3Harris Technologies, Inc. Retirement Savings 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 | L3Harris Technologies, Inc. 2015 Equity Incentive Plan | ||||||||||||
/s/ Ernst & Young LLP
Orlando, Florida
July 24, 2025
Exhibit 31.1
CERTIFICATION
I, Christopher E. Kubasik, Chair and Chief Executive Officer of L3Harris Technologies, Inc., certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of L3Harris Technologies, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: July 24, 2025 | /s/ Christopher E. Kubasik | ||||||||||
| Name: | Christopher E. Kubasik | ||||||||||
| Title: | Chair and Chief Executive Officer | ||||||||||
Exhibit 31.2
CERTIFICATION
I, Kenneth L. Bedingfield, Senior Vice President, Chief Financial Officer and President, Aerojet Rocketdyne of L3Harris Technologies, Inc., certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of L3Harris Technologies, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: July 24, 2025 | /s/ Kenneth L. Bedingfield | ||||||||||
| Name: | Kenneth L. Bedingfield | ||||||||||
| Title: | Senior Vice President, Chief Financial Officer and President, Aerojet Rocketdyne | ||||||||||
Exhibit 32
Certification of Christopher E. Kubasik and Kenneth L. Bedingfield
Pursuant to Section 1350 of Chapter 63 of Title 18 of the
United States Code as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
In connection with the filing of the Quarterly Report on Form 10-Q of L3Harris Technologies, Inc. (“L3Harris”) for the two quarters ended June 27, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, Christopher E. Kubasik, Chair and Chief Executive Officer, and Kenneth L. Bedingfield, Senior Vice President, Chief Financial Officer and President, Aerojet Rocketdyne, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of L3Harris as of the dates and for the periods expressed in the Report.
| Date: July 24, 2025 | /s/ Christopher E. Kubasik | ||||||||||
| Name: | Christopher E. Kubasik | ||||||||||
| Title: | Chair and Chief Executive Officer | ||||||||||
| /s/ Kenneth L. Bedingfield | |||||||||||
| Name: | Kenneth L. Bedingfield | ||||||||||
| Title: | Senior Vice President, Chief Financial Officer and President, Aerojet Rocketdyne | ||||||||||