What the changes say
- New risks emphasize U.S. Government competition, contract audits and terminations, supply-chain disruption, and export-license uncertainty.
- Supply constraints include microelectronics, Russian specialty metals, and Chinese equipment affected by sanctions or trade restrictions.
- Several removed items were non-risk disclosures about audits, governance, executive compensation, ownership, and related-party information.
What changed since the prior 10-K
New
- NewMacroeconomic, Industry and Governmental Risks
We depend on winning profitable business in competitive markets from U.S. Government customers for a significant portion of our revenue. We are highly dependent on revenue from U.S. Government customers, primarily defense-related programs with the DoW and other government agencies
U.S. Government procurement reforms, including OTAs and multi-award contracts, could intensify competition and pricing pressure on defense programs.
- NewMacroeconomic, Industry and Governmental Risks
Any or all of the foregoing could have a negative impact on our business, financial condition, results of operations, cash flows and equity
Government audits, contract terminations, unilateral action, or regulatory findings could force repayments, reduce revenue, impose penalties, or suspend contracting eligibility.
- NewMacroeconomic, Industry and Governmental Risks
Because a significant portion of our revenue is dependent on our performance and payment under our government contracts, the loss of one or more large contracts could have a significant adverse impact on our business, financial condition, results of operations, cash flows and equity
Uncertain economic and geopolitical conditions could weaken demand, disrupt operations, raise insurance difficulties, and make revenue and investment forecasts unreliable.
- NewBusiness and Operational Risks
From time to time, our subcontractors and suppliers experience financial and operational difficulties outside of our direct control, which may impact their ability to deliver the materials, components, subsystems and services we need
Supplier failures, microelectronics shortages, inflation, labor issues, and sanctions affecting Russian metals or Chinese equipment could delay required inputs.
- NewLegal, Tax and Regulatory Risks
Any significant increase in our future effective tax rates, or timing of deductions, credits, or payments, could adversely impact our results of operations and cash flows for future periods
Delayed or denied U.S. export licenses or congressional opposition could prevent or reverse international sales of products and technologies.
Dropped
- Dropped
International As an international company, we are, from time to time, the subject of investigations relating to our international operations, including under U.S. export control laws (such as ITAR), the FCPA and other similar U.S. and international laws
Investigations into international operations, including ITAR and FCPA compliance.
- Dropped
Commercial Commitments In the normal course of business, we have entered into commercial commitments primarily relating to the guarantee of future performance on certain contracts to provide products and services to customers or to obtain insurance policies with our insurance carriers
Commercial commitments, including $1.208 billion of surety bonds and standby letters of credit.
- Dropped
Typically, a customer is permitted to draw on a Performance Bond if we do not fulfill all terms of a project contract. In such an event, we would be obligated to reimburse the financial institution that issued the Performance Bond for the amounts paid
Performance-bond reimbursement obligations and environmental investigations or remediation.
- Dropped
The Company’s independent registered public accounting firm, Ernst & Young LLP, has issued a report on the effectiveness of the Company’s internal control over financial reporting. This report appears on the following page of this Report
Independent auditor’s report on internal control over financial reporting.
- Dropped
Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of L3Harris Technologies, Inc
Auditor’s opinion on internal control effectiveness as of January 3, 2025.
- Dropped
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects
PCAOB audit procedures and testing of internal controls.
- Dropped
Identification of Executive Officers
Identification and disclosure of executive officers.
- Dropped
Code of Ethics
Employee and director Code of Conduct requirements.
- Dropped
Insider Trading Policies
Insider Trading Policy governing securities transactions by covered persons.
- Dropped
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity compensation plans and securities available for issuance.
- Dropped
See Note 10: Share-Based Compensation in the Notes for a general description of our share-based incentive plans
Share-based compensation disclosures and incorporated ownership information.
- Dropped
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related-party transactions and director independence disclosures.
- Dropped
PRINCIPAL ACCOUNTING FEES AND SERVICES
- Dropped
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
- Dropped
Consolidated Statement of Operations — Fiscal Years Ended January 3, 2025, December 29, 2023 and December 30, 2022 ...................................................................................................................................
- Dropped
Consolidated Statement of Cash Flows — Fiscal Years Ended January 3, 2025, December 29, 2023 and December 30, 2022 ..................................................................................................................................
- Dropped
Notes to Consolidated Financial Statements .....................................................................................................
- Dropped
Financial Statement Schedules All schedules are omitted because they are not applicable, the amounts are not significant or the required information is shown in the Consolidated Financial Statements or the Notes thereto
- Dropped
(3)(a) Restated Certificate of Incorporation of L3Harris Technologies, Inc. (1995), as amended, incorporated herein by reference to Exhibit 4(a) to the L3Harris Technologies, Inc.’s Registration Statement on Form S-8, Registration No. 333-279040 filed with the SEC on May 1, 2024
- Dropped
(ii) Instrument of Resignation from Trustee and Appointment and Acceptance of Successor Trustee, dated as of November 1, 2002 (effective November 15, 2002), among L3Harris Technologies, Inc
- Dropped
(ii) Amendment Number One to the L3Harris Retirement Savings Plan (Amended and Restated Effective January 1, 2025), dated February 12, 2025
- Dropped
(32) Section 1350 Certifications
- Dropped
(Commission File Number 1-3863)
- Dropped
(104) Cover Page Interactive Data File formatted in Inline XBRL and contained in Exhibit 101
- Dropped
(Registrant) Date: February 14, 2025 /s/ Christopher E. Kubasik Chair and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated
- Dropped
William H. Swanson Christina L. Zamarro
Risk factor headings as read
Headings as the filing states them, in filing order.
Macroeconomic, Industry and Governmental Risks
- 01We depend on winning profitable business in competitive markets from U.S. Government customers for a significant portion of our revenue. We are highly dependent on revenue from U.S. Government customers, primarily defense-related programs with the DoW and other government agenciesNew
- 02Any or all of the foregoing could have a negative impact on our business, financial condition, results of operations, cash flows and equityNew
- 03Because a significant portion of our revenue is dependent on our performance and payment under our government contracts, the loss of one or more large contracts could have a significant adverse impact on our business, financial condition, results of operations, cash flows and equityNew
Business and Operational Risks
- 04From time to time, our subcontractors and suppliers experience financial and operational difficulties outside of our direct control, which may impact their ability to deliver the materials, components, subsystems and services we needNew
Legal, Tax and Regulatory Risks
- 05Any significant increase in our future effective tax rates, or timing of deductions, credits, or payments, could adversely impact our results of operations and cash flows for future periodsNew
Other L3harris Technologies 10-Ks
- FY2024 10-K risk factors26 risks
The risk disclosures focus entirely on exhibits, financial statements, credit agreements, and executive compensation plans rather than operational risks.
Filed Feb 14, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.