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): May 4, 2020

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 8.01 Other Events

L3Harris Technologies, Inc., a Delaware corporation (“L3Harris”), has filed this Current Report on Form 8-K to provide the supplemental unaudited pro forma condensed combined financial information for the quarters ended March 29, 2019 and June 28, 2019 included in Exhibit 99.1 hereto following the combination of Harris Corporation, a Delaware corporation ("Harris"), and L3 Technologies, Inc., a Delaware corporation (“L3”), in an all-stock merger pursuant to the Agreement and Plan of Merger, dated as of October 12, 2018, by and among Harris, L3 and Leopard Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Harris, in order to assist with evaluations and discussions of consolidated results of operations of L3Harris as a combined company for periods including the quarters ended April 3, 2020 and July 3, 2020 on a more comparable basis due to the significance of the L3 operating businesses included in the combined company results following the merger. The pro forma financial information included in Exhibit 99.1 hereto is for informational purposes only and does not purport to indicate the results that actually would have been obtained had the combination of Harris and L3 been completed on the assumed dates or for the periods presented, or which may be realized in the future.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

EXHIBIT INDEX

     The following exhibit is furnished herewith:

99.1	Supplemental unaudited pro forma condensed combined financial information of L3Harris Technologies, Inc. for the quarters ended March 29, 2019 and June 28, 2019 giving effect to the merger between Harris Corporation and L3 Technologies, Inc.
101	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/ Jay Malave, Jr.
	Name:	Jay Malave, Jr.
	Title:	Senior Vice President and Chief Financial Officer

Date: May 4, 2020

EX-99.1

Exhibit 99.1

SUPPLEMENTAL UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

To supplement our consolidated financial statements presented in accordance with U.S. generally accepted accounting principles, we provide supplemental unaudited pro forma financial information prepared in a manner consistent with Article 11 of Regulations S-X.

Harris Corporation (“Harris”) merged with L3 Technologies, Inc. (“L3”) on June 29, 2019 in an all-stock merger (“L3Harris Merger”) pursuant to the Agreement and Plan of Merger, dated as of October 12, 2018, by and among Harris, L3 and Leopard Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Harris (“Merger Sub”). The following unaudited pro forma condensed combined financial information has been prepared to illustrate the effects of the L3Harris Merger and give effect to the L3Harris Merger under the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations, with Harris treated as the legal and accounting acquirer. The historical consolidated financial information of Harris and L3 for the periods presented in the unaudited pro forma condensed combined financial information has been adjusted to give effect to pro forma events that are (a) directly attributable to the L3Harris Merger, (b) factually supportable and (c) expected to have a continuing impact on the combined results of Harris and L3. The unaudited pro forma condensed combined financial information combines the historical results of operations of Harris and L3 for the periods presented and has been prepared to reflect the L3Harris Merger as if it had occurred on June 30, 2018. Significant pro forma adjustments include: (1) removal of the results of the Harris Night Vision business sold during the quarter ended September 27, 2019, which was directly attributable to the L3Harris Merger; (2) the recognition of $107 million and $130 million for the quarters ended March 29, 2019 and June 28, 2019, respectively, of additional merger-related amortization expense, net of elimination of historical amortization expense; (3) elimination of transaction-related expenses included in historical results; (4) and the income tax effect of pro forma adjustments.

1

PRO FORMA CONDENSED COMBINED INCOME STATEMENT INFORMATION

(Unaudited)

	Quarter Ended
	March 29, 2019			June 28, 2019
	(In millions, except per share amounts)
Revenue from product sales and services	$	4,386		$	4,448
Cost of product sales and services	(3,119		)	(3,062		)
Engineering, selling and administrative expenses	(799		)	(908		)
Non-operating income	55			62
Interest income	5			4
Interest expense	(72		)	(67		)
Income from continuing operations before income taxes	456			477
Income taxes	(56		)	(60		)
Income from continuing operations	400			417
Discontinued operations, net of income taxes	—			(1		)
Net income	400			416
Noncontrolling interests, net of income taxes	(6		)	(6		)
Net income attributable to common shareholders	$	394		$	410
Income from continuing operations per basic share attributable to common shareholders	$	1.77		$	1.85
Income from continuing operations per diluted share attributable to common shareholders	$	1.75		$	1.82
Basic weighted average common shares outstanding	222.0			222.4
Diluted weighted average common shares outstanding	224.9			225.7

2

PRO FORMA CONDENSED COMBINED SEGMENT INFORMATION

(Unaudited)

	Quarter Ended
	March 29, 2019			June 28, 2019
	(In millions)
Revenue
Integrated Mission Systems	$	1,362		$	1,240
Space and Airborne Systems	1,112			1,200
Communication Systems	1,041			1,086
Aviation Systems	914			965
Corporate eliminations	(43		)	(43		)
	$	4,386		$	4,448
Income From Continuing Operations Before Income Taxes
Segment Operating Income:
Integrated Mission Systems	$	165		$	162
Space and Airborne Systems	198			228
Communication Systems	226			239
Aviation Systems	105			109
Unallocated corporate expenses and corporate eliminations	(27		)	(38		)
Amortization of acquisition-related intangibles	(145		)	(167		)
Pension adjustment	(54		)	(55		)
Non-operating income	55			62
Net interest expense	(67		)	(63		)
	$	456		$	477

3

XML

Cover Page	May 04, 2020
Cover page.
Document Type	8-K
Document Period End Date	May 04, 2020
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