8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 26, 2023

L3HARRIS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-3863	34-0276860
(State or other jurisdiction  of incorporation)	(Commission  File Number)	(I.R.S. Employer  Identification No.)

1025 West NASA Boulevard
Melbourne,	Florida	32919
(Address of principal executive offices)		(Zip Code)

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

No change

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	LHX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.	☐

Item 2.02 Results of Operations and Financial Condition.

Item 7.01 Regulation FD Disclosure.

On July 26, 2023, L3Harris Technologies, Inc. (“L3Harris”) released an Investor Letter, which was furnished as Exhibit 99.2 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on July 26, 2023. L3Harris is filing this Amendment No. 1 on Form 8-K/A (this “Current Report”) solely for the purpose of providing Table 7 of the Investor Letter, corrected with respect to an inadvertent error in Non-GAAP EPS for the quarter ended July 1, 2022. The Non-GAAP EPS for the quarter ended July 1, 2022 should read $3.23. Non-GAAP EPS is a non-GAAP financial measure. Please refer to Table 7 of the Investor Letter furnished herewith for the definition and reconciliation of Non-GAAP EPS.

Table 7 of the Investor Letter is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such a filing, except as shall be expressly set forth by specific reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT INDEX

     The following exhibits are furnished herewith:

99.1	Table 7 of the Investor Letter, issued by L3Harris Technologies, Inc. on July 26, 2023 (furnished pursuant to Item 2.02 and Item 7.01).
104	Cover Page Interactive Data File formatted in Inline XBRL

SIGNATURE

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

L3HARRIS TECHNOLOGIES, INC.
By:	/s/ Michelle L. Turner
	Name:	Michelle L. Turner
	Title:	Senior Vice President and Chief Financial Officer

Date: July 27, 2023

EX-99.1

PAGE 1 | L3HARRIS INVESTOR LETTER 2Q 2023 Non-GAAP Adjustment Definition Amortization of acquisition-related intangibles Consists of amortization of identifiable intangible assets acquired in connection with business combinations. Amortization charges are recorded over the estimated useful life of the related acquired intangible asset, and thus are generally recorded over multiple years. Additional cost of sales related to the fair value step-up in inventory sold Difference between the balance sheet value of inventory from the acquiree and the acquisition date fair value. L3Harris merger-related integration expenses Costs associated with meeting gross synergy targets for the L3Harris merger. Acquisition-related transaction and integration expenses Post-announcement transaction and integration expenses associated with TDL and pending AJRD acquisition. Pre-acquisition and other divestiture- related expenses Includes external costs related to pursuing acquisition and divestiture portfolio optimization, non-transaction costs related to divestitures and salaries of employees in roles established for and dedicated to planned divestiture and acquisition activity. Business divestiture-related gains, net Gains or losses associated with business divestitures. In 2Q23, related to gain on the divestiture of our Visual Information Solutions business of $26 million. Gain on sale of asset group In 2022, related to an asset sale in our Integrated Mission Systems segment. Impairment of goodwill In 2022, charges for goodwill impairment recorded at our Integrated Missions Systems and Space & Airborne Systems Segments related to a weakened outlook for precision weapons and other solutions and higher interest rates, and charges recorded at our Communication Systems segment related to a lower outlook on legacy platforms and higher interest rates. Impairment of other assets In 2Q 2023, includes a $21M non-cash charge for impairment of an in-process R&D intangible asset, $9M of non-cash charges for impairment of other assets related to facility closures and $30M of non-cash charges for impairment of other assets related to restructuring of a customer contract. LHX NeXt Costs associated with transforming multiple functions, systems and processes to increase agility and competitiveness. The LHX NeXt effort is expected to continue for the next two to three years with one-time costs for workforce optimization, third party consulting, incremental IT expenses for implementation of new systems, and other costs. In 2Q 2023, costs consisted of $12M for third-party consulting and $10M for workforce optimization, incremental IT, and other. Charges for severance and other termination costs Charges associated with a formal restructuring plan and primarily related to employee severance and benefit arrangements. In 2022 we incurred charges associated with severance and other benefits related to employees that accepted a voluntary retirement plan with an effective retirement date of September 30, 2022. Charges related to an additional pre- merger legal contingency Accrual associated with an ongoing legal matter that is disproportionately large related to our routine legal expenses or accruals. Non-operating income adjustments 2022 includes an $8 million adjustment for equity method investment earnings. This Investor Letter contains non-GAAP financial measures (as listed on page ## and defined by endnote 1 within this Letter) within the meaning of Regulation G promulgated by the Securities and Exchange Commission (“SEC”). L3Harris management believes excluding the adjustments outlined below for the purposes of calculating certain non-GAAP measures is useful to investors because these costs do not reflect our ongoing operating performance. These adjustments, when considered together with the unadjusted GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionately positive or negative impact on results in any particular period. L3Harris management also believes that these adjustments to our non-GAAP financial measures enhance the ability of investors to analyze L3Harris business trends and to understand L3Harris performance. L3Harris may utilize non-GAAP financial measures as guides in forecasting, budgeting and long-term planning processes and to measure operating performance for some management compensation purposes. Non-GAAP financial measures should be considered in addition to, and not as a substitute for, or superior to, financial measures presented in accordance with GAAP. See “Reconciliation of Non-GAAP Financial Measures” below for detail on the adjustments to our non-GAAP financial measures. Non-GAAP Financial Measures

PAGE 2 | L3HARRIS INVESTOR LETTER 2Q 2023 Quarter Ended (In millions) June 30, 2023 July 1, 2022 Integrated Mission Systems Revenue $ 1,735 $ 1,608 Operating income $ 162 $ 207 Impairment of other assets (A) 12 — Non-GAAP operating income $ 174 $ 207 Non-GAAP operating income margin 10.0 % 12.9 % Operating income margin 9.3 % 12.9 % Space and Airborne Systems Revenue $ 1,715 $ 1,572 Operating income $ 168 $ 203 Impairment other assets (A) 27 — Non-GAAP operating income $ 195 $ 203 Non-GAAP operating income margin 11.4 % 12.9 % Operating income margin 9.8 % 12.9 % Communication Systems Revenue $ 1,289 $ 993 Operating income $ 325 $ 238 Operating income margin 25.2 % 24.0 % Corporate Eliminations Revenue $ (46) $ (38) Subtotal Revenue $ 4,693 $ 4,135 Operating income $ 655 $ 648 Total segment adjustments 39 — Non-GAAP segment operating income $ 694 $ 648 Operating income margin 14.8 % 15.7 % L3Harris Consolidated Net income 351 470 Adjustments1(A): Amortization of acquisition-related intangibles 173 151 Additional cost of sales related to the fair value step-up in inventory sold 15 — L3Harris merger-related integration expenses — 26 Acquisition-related transaction and integration expenses 36 — Pre-acquisition and other divestiture-related expenses 2 35 Business divestiture-related gains, net (26) — Gain on sale of asset group — (8) Impairment of other assets 21 — LHX NeXt2 22 — Income taxes on above adjustments (66) (47) Total adjustments after taxes (sum of A) 216 157 Non-GAAP income 567 627 Per Share Information Diluted weighted average common shares outstanding 190.1 194.0 EPS $ 1.83 $ 2.42 Per share amount of above adjustments 1.14 0.81 Non-GAAP EPS $ 2.97 $ 3.23 1Refer to Non-GAAP Financial Measures on page 1. 2Formerly Enterprise Transformation Program *These figures have been corrected from a prior version due to typographical error. Table 7 L3HARRIS TECHNOLOGIES, INC. FY'23 Second Quarter Summary RECONCILIATION OF NON-GAAP FINANCIAL MEASURES Non-GAAP Income and Non-GAAP EPS (Unaudited) * * *

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Cover Page	Oct. 27, 2022
Cover [Abstract]
Document Type	8-K/A
Document Period End Date	Jul. 26, 2023
Entity Registrant Name	L3HARRIS TECHNOLOGIES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-3863
Entity Tax Identification Number	34-0276860
Entity Address, Address Line One	1025 West NASA Boulevard
Entity Address, City or Town	Melbourne,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32919
City Area Code	321
Local Phone Number	727-9100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	LHX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000202058
Amendment Flag	false