8-K

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): August 2, 2018

L3 TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-37975	13-3937436
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Third Avenue, New York, New York	10016
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 697-1111

 (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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 2, 2018, L3 Technologies, Inc. (the “Company”) announced that, in connection with the segment realignment discussed below under Item 8.01, Mark R. Von Schwarz, Senior Vice President and President of the Company’s Aerospace Systems segment, will no longer serve as a segment president and will retire from the Company after the completion of the segment realignment transition.

Item 8.01 Other Events.

On August 2, 2018, the Company announced that it was combining its Aerospace Systems segment with its Sensor Systems segment to form a new reporting segment to be named the Intelligence Surveillance & Reconnaissance (ISR) Systems segment, effective immediately.  The Company’s Electronic Systems and Communication Systems segments will remain unchanged.  A copy of the press release announcing the realignment is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Title
99.1	Press release dated August 2, 2018, announcing segment realignment.

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 hereunto duly authorized.

	L3 TECHNOLOGIES, INC.
	By:	/s/ Allen E. Danzig
	Name:	Allen E. Danzig
	Title:	Vice President, Assistant General Counsel and Assistant Secretary
Dated: August 2, 2018

EX-99.1

Exhibit 99.1

Contact:	L3 Technologies
	Corporate Communications
	212-697-1111

L3 Announces Business Segment Realignment

· Aerospace Systems and Sensor Systems Combine to Form ISR Systems Segment

· Mark R. Von Schwarz to Retire

NEW YORK—August 2, 2018 -- L3 Technologies (NYSE:LLL) announced today that the company is realigning its business segments to maximize growth and improve its integration and collaboration across the enterprise.

Effective immediately, Aerospace Systems will combine with Sensor Systems to form the new Intelligence, Surveillance & Reconnaissance (ISR) Systems segment, which will heighten L3’s focus on developing and delivering best-in-class global ISR and signals intelligence (SIGINT) solutions. The segment will be led by Jeffrey A. Miller, corporate Senior Vice President and President of Sensor Systems, and have combined estimated 2018 sales of $4.7 billion. Mark R. Von Schwarz, President of Aerospace Systems, will retire from the company after the transition is complete. L3’s Electronic Systems and Communication Systems segments remain unchanged.

“We are rapidly transforming L3 for integration and growth by strengthening our technological alignments, which enables us to more effectively build upon our competitive advantages,” said Christopher E. Kubasik, Chairman, Chief Executive Officer and President. “The increased scale of our new ISR Systems segment highlights our attractive position as a Global ISR prime contractor and accelerates our ability to address our customers’ increasingly complex needs.”

Mr. Kubasik continued, “This business realignment action supports our objective to improve operating margin to 12% for 2019.” The company reaffirms its consolidated 2018 financial guidance provided on July 26, 2018. Commencing in the third quarter of 2018, L3 will report its results under the realigned business segments.

L3 Technologies is an agile innovator and leading provider of global ISR, communications and electronic systems for military, homeland security and commercial aviation customers. With headquarters in New York City and approximately 31,000 employees worldwide, L3 develops advanced defense technologies and commercial solutions in pilot training, aviation security, night vision and EO/IR, weapons, maritime systems and space. The company reported 2017 sales of $9.6 billion.

L3 Announces Business Segment Realignment Page 2

To learn more about L3, please visit the company’s website at www.L3T.com. L3 uses its website as a channel of distribution of material company information. Financial and other material information regarding L3 is routinely posted on the company’s website and is readily accessible.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 Except for historical information contained herein, the matters set forth in this news release are forward-looking statements. Statements that are predictive in nature, that depend upon or refer to events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “will,” “could” and similar expressions are forward-looking statements. The forward-looking statements set forth above involve a number of risks and uncertainties that could cause actual results to differ materially from any such statement, including the risks and uncertainties discussed in the company’s Safe Harbor Compliance Statement for Forward-Looking Statements included in the company’s recent filings, including Forms 10-K and 10-Q, with the Securities and Exchange Commission. The forward-looking statements speak only as of the date made, and the company undertakes no obligation to update these forward-looking statements.

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