Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549   FORM  8-K   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 29, 2024   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 Blvd. , 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 8.01   Other Events.   On August 2, 2024, L3Harris Technologies, Inc. (“L3Harris”) closed the issuance and sale of $600 million aggregate principal amount of 5.500% Notes due 2054 (the “Notes”).   The Notes were offered and sold under L3Harris’ “automatic shelf” Registration Statement on Form S-3 (Registration No. 333-270103) filed with the Securities and Exchange Commission (“SEC”) on February 28, 2023 (the “Registration Statement”). In connection with the issuance and sale of the Notes, L3Harris filed a Prospectus Supplement, dated July 29, 2024, to the Prospectus, dated February 28, 2023 (collectively, the “Prospectus”), which relates to the issuance and sale of the Notes, and entered into an Underwriting Agreement, dated as of July 29, 2024, with Barclays Capital Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Morgan Stanley & Co. LLC (the “Underwriting Agreement”). The foregoing description is qualified by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and incorporated by reference herein. Any representations and warranties made in the Underwriting Agreement were made solely as of the dates specified in the Underwriting Agreement, subject to the qualifications and limitations agreed to by the parties, and only to the other express parties to the Underwriting Agreement. No other person may rely on such representations and warranties.   The Notes were issued pursuant to an Indenture, dated as of September 3, 2003 (Exhibit 4.2 to the Registration Statement), between L3Harris and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee. Further information concerning the Notes and related matters is set forth in the Prospectus.   L3Harris intends to use the net proceeds from the sale of the Notes for general corporate purposes, including the repayment of commercial paper borrowings and the repayment of the $600,000,000 aggregate principal amount of 3.832% Notes due 2025 (the “2025 notes”) upon maturity. Certain of the underwriters or their affiliates may hold our commercial paper and/or the 2025 notes.   The following documents relating to the sale of the Notes are filed as exhibits to this Current Report on Form 8-K and are incorporated into this Item 8.01 by reference:   a. Form of 5.500% Global Note due 2054; and b. Opinion of Holland & Knight LLP as to the validity of the Notes.   Item 9.01 Financial Statements and Exhibits.   (d) Exhibits.   EXHIBIT INDEX   The following exhibits are filed herewith:   Exhibit Number   Description 1.1   Underwriting Agreement, dated July 29, 2024, among L3Harris Technologies, Inc. and Barclays Capital Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Morgan Stanley & Co. LLC. 4.1   Form of 5.500% Global Note due 2054. 5.1   Opinion of Holland & Knight LLP. 23.1   Consent of Holland & Knight LLP (included in Exhibit 5.1). 104   Cover Page Interactive Data File formatted in Inline XBRL.     2       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/ Kenneth L. Bedingfield     Name: Kenneth L. Bedingfield Date: August 2, 2024   Title: Senior Vice President and Chief Financial Officer     3