UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2013 |
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 1-3863
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Harris Corporation Retirement Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Harris Corporation
1025 West NASA Blvd.
Melbourne, Florida 32919
HARRIS CORPORATION
RETIREMENT PLAN
Audited Financial Statements and Supplemental Schedule
As of December 31, 2013 and 2012
and for the Year Ended December 31, 2013
HARRIS CORPORATION RETIREMENT PLAN
December 31, 2013 and 2012 and for the year ended December 31, 2013
Report of Independent Registered Certified Public Accounting Firm |
1 | |||
Report of Independent Registered Certified Public Accounting Firm |
2 | |||
Audited Financial Statements: |
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3 | ||||
4 | ||||
5 | ||||
Supplemental Information: |
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Schedule H, Line 4(i) Schedule of Assets (Held at End of Year) |
13 | |||
29 | ||||
Exhibit: |
||||
23.1 Consent of Independent Registered Certified Public Accounting Firm |
30 | |||
23.2 Consent of Independent Registered Certified Public Accounting Firm |
31 |
REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
To the Participants and the Harris Corporation Employee Benefits Committee of the
Harris Corporation Retirement Plan
We have audited the accompanying statements of net assets available for benefits of the Harris Corporation Retirement Plan (the Plan) as of December 31, 2013, and the related statement of changes in net assets available for benefits for the year ended December 31, 2013. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audit. The statement of net assets available for benefits of the Harris Corporation Retirement Plan as of December 31, 2012 was audited by other auditors whose report dated June 26, 2013 expressed an unqualified opinion on that financial statement.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of the Plans internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Harris Corporation Retirement Plan at December 31, 2013, and the changes in its net assets available for benefits for the year ended December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.
The schedule of assets (held at end of year) has been subjected to audit procedures performed in conjunction with the audit of the Plans financial statements. The schedule of assets (held at end of year) is the responsibility of the Plans management. Our audit procedures included determining whether the schedule of assets (held at end of year) reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the schedule of assets (held at end of year). In forming our opinion on the schedule of assets (held at end of year), we evaluated whether the schedule of assets (held at end of year) including its form and content, is presented in conformity with the Department of Labors Rules and Regulations for reporting and disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the schedule of assets (held at end of year) is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Carr, Riggs & Ingram, LLC
Melbourne, Florida
June 26, 2014
1
REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
To the Participants and the Harris Corporation Employee Benefits Committee of the
Harris Corporation Retirement Plan
We have audited the accompanying statement of net assets available for benefits of the Harris Corporation Retirement Plan as of December 31, 2012. These financial statements are the responsibility of the Plans management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plans internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plans internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Harris Corporation Retirement Plan at December 31, 2012, in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
Boca Raton, Florida
June 26, 2013
2
HARRIS CORPORATION RETIREMENT PLAN
Statements of Net Assets Available for Benefits
December 31, 2013 |
December 31, 2012 |
|||||||
ASSETS |
||||||||
Investments at fair value: |
||||||||
Interest bearing cash |
$ | 12,123,369 | $ | 6,567,189 | ||||
Preferred stocks |
167,247 | 1,761,760 | ||||||
Common stocks |
796,851,485 | 613,337,467 | ||||||
Registered investment companies |
276,932,318 | 230,080,328 | ||||||
Common/collective trust funds |
2,357,513,313 | 2,256,116,562 | ||||||
Synthetic guaranteed investment contract wrappers |
217,650 | 248,741 | ||||||
|
|
|
|
|||||
Total investments at fair value |
3,443,805,382 | 3,108,112,047 | ||||||
Receivables: |
||||||||
Accrued interest and dividends |
681,601 | 414,886 | ||||||
Notes receivable from participants |
45,684,314 | 48,149,474 | ||||||
Due from broker for securities sold |
903,655 | 1,082,252 | ||||||
|
|
|
|
|||||
Total receivables |
47,269,570 | 49,646,612 | ||||||
|
|
|
|
|||||
Total assets |
3,491,074,952 | 3,157,758,659 | ||||||
LIABILITIES |
||||||||
Accrued administrative expenses |
587,477 | 477,721 | ||||||
Due to broker for securities purchased |
788,270 | 718,076 | ||||||
|
|
|
|
|||||
Total liabilities |
1,375,747 | 1,195,797 | ||||||
|
|
|
|
|||||
Net assets available for benefits at fair value |
3,489,699,205 | 3,156,562,862 | ||||||
Adjustment from fair value to contract value for fully benefit-responsive investment contracts |
(7,158,387 | ) | (26,983,296 | ) | ||||
|
|
|
|
|||||
Net assets available for benefits |
$ | 3,482,540,818 | $ | 3,129,579,566 | ||||
|
|
|
|
The accompanying notes are an integral part of these financial statements.
3
HARRIS CORPORATION RETIREMENT PLAN
Statement of Changes in Net Assets Available for Benefits
For the year ended December 31, 2013
Additions to net assets attributed to: |
||||
Investment income: |
||||
Net appreciation in fair value of investments |
$ | 549,291,012 | ||
Dividends |
11,889,878 | |||
|
|
|||
Total |
561,180,890 | |||
Contributions: |
||||
Participant rollovers |
6,706,539 | |||
Employer matching |
51,718,388 | |||
Participant (other than rollovers) |
105,126,260 | |||
|
|
|||
Total contributions |
163,551,187 | |||
Interest on notes receivable from participants |
1,861,167 | |||
|
|
|||
Total additions |
726,593,244 | |||
|
|
|||
Deductions from net assets attributed to: |
||||
Benefits paid to participants |
367,554,032 | |||
Administrative expenses |
6,077,960 | |||
|
|
|||
Total deductions |
373,631,992 | |||
|
|
|||
Net increase |
352,961,252 | |||
Net assets available for benefits: |
||||
Beginning of year |
3,129,579,566 | |||
|
|
|||
End of year |
$ | 3,482,540,818 | ||
|
|
The accompanying notes are an integral part of these financial statements.
4
HARRIS CORPORATION RETIREMENT PLAN
Notes to the Financial Statements
December 31, 2013 and 2012
NOTE 1 DESCRIPTION OF PLAN
The following description of the Harris Corporation Retirement Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plans provisions.
A. | General The Plan is a defined contribution plan with a 401(k) feature covering eligible employees of Harris Corporation and certain of its subsidiaries (collectively, the Company or Employer) as defined in the Plan document. The Plan Administrator is the Harris Corporation Employee Benefits Committee comprised of persons appointed by Harris Corporation. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). |
B. | Contributions Participants may contribute a percentage of eligible compensation, as defined in the Plan document and subject to Internal Revenue Code (the Code) limitations, on a pre-tax and/or after-tax basis. After-tax contributions may be made either on a regular after-tax basis or on a designated Roth after-tax basis. Participants age 50 and older by the end of the calendar year can contribute an additional amount above the annual pre-tax/designated Roth after-tax limitation, as defined in the Plan document and subject to Code limitations. The Company matches up to 50% or 100% (depending on business unit) of pre-tax and after-tax contributions subject to a limit of 4%, 5% or 6% (depending on business unit) of eligible compensation for any eligible employee who has completed the Plans service requirement (for new hires prior to July 15, 2013, either six months or one year, depending on business unit; for new hires on or after July 15, 2013, one year). Full-time regular participants who make no election with respect to their contribution percentage are deemed to have elected deferment of 6% of eligible compensation on a pre-tax basis. The Company may make discretionary profit sharing contributions to the Plan in an amount determined by the Company, allocated to eligible participants based on eligible compensation as defined in the Plan document. For the year ended December 31, 2013, no profit sharing contributions were made; instead, the Companys Performance Reward Plan (or similar plan) permitted each participant eligible for such plan to elect a special, unmatched pre-tax contribution to the Plan of 0%, 50% or 100% of the amount otherwise payable during 2013 to the participant by the Company in cash under the Performance Reward Plan (or similar plan), subject to Code limitations. In addition, participants may rollover amounts to the Plan from other qualified plans or certain individual retirement accounts (IRAs). |
C. | Payments of Benefits Prior to termination of employment, a participant may withdraw all or any portion of his or her regular after-tax account balance or rollover balance. A participant may also receive a distribution while employed for financial hardship, as defined in the Plan document, upon attainment of age 59 1/2 or in certain cases, in connection with active military duty. Upon retirement or other termination of employment, a participant may elect to receive either a lump-sum amount equal to all or a portion of the participants vested account, or installments of his or her vested account over a future period. Alternatively, a participant may rollover his or her vested account to an eligible retirement plan or IRA. |
D. | Participant Loans The participant loan program permits participants to borrow against their pre-tax, regular after-tax, qualified non-elective and designated Roth after-tax and rollover contributions. A participant may borrow in increments of $100 from a minimum of $500 to a maximum of 50% of the vested portion of the participants account or $50,000 whichever is lower, within certain limitations established by the Plan document. Payback periods range from one to five years unless the loan is to be used for the purchase of a principal residence, in which case the payback period may not exceed ten years. Interest rates are established by the Company based on market rates. Loans are paid back ratably through payroll deductions (or, if the participant is not receiving paychecks, then they are paid back by personal, certified or cashiers check, money order or electronic transfer). The outstanding loans have been established as a separate fund. |
E. | Participant Accounts Each participants account is credited with the participants contribution, including the contribution, if any, in respect of the participants election under the Companys Performance Reward Plan (or similar plan), and allocations of (a) the Companys matching contribution, (b) the Companys discretionary profit sharing contribution, if any, and (c) Plan earnings, and is charged with an allocation of Plan losses and administrative expenses. The benefit to which a participant is entitled is the benefit that can be provided from the participants vested account. |
F. | Vesting Participants are immediately vested in their pre-tax, regular after-tax, designated Roth after-tax, qualified non-elective and rollover contributions plus earnings thereon. Vesting in the Employer matching and any profit sharing contributions, plus earnings thereon, is based on years of service, as defined in the Plan document. A participant is 100% vested after four years of service, based on the following schedule: |
Years of Service |
Vesting Percentage |
|||
Less than 1 year |
0 | % | ||
1 year |
25 | % | ||
2 years |
50 | % | ||
3 years |
75 | % | ||
4 years |
100 | % |
5
However, certain vesting schedules applicable to assets merged into the Plan have been preserved, as legally required, and may result in the vesting of Employer contributions plus earnings thereon, more quickly than described above. In addition, in the event of a disposition by the Company of a business or substantially all of the assets of a business, the participants impacted by such disposition may in certain circumstances become 100% vested in Employer contributions plus earnings thereon.
A participant also becomes 100% vested in Employer contributions plus earnings thereon, upon his or her termination of employment after attaining age 55 or on account of his or her death or disability, or if a participant dies while on leave of absence due to qualified military service.
G. | Forfeitures A terminated participant who is not 100% vested will forfeit the non-vested portion of the Companys contributions plus earnings thereon unless the participant returns to employment within five years. The forfeited contributions are used first, to restore the accounts of recently located missing participants, as defined in the Plan document; next, to restore the accounts of participants who are reemployed prior to incurring a break in service of five consecutive years; next, to fund any matching or profit sharing contributions to be allocated to participants who are reemployed after a period of qualified military service, as defined in the Plan document; and finally, to reduce future contributions to the Plan by the Company. Forfeited amounts included in Plan assets at December 31, 2013 and 2012 were $391,052 and $704,336, respectively. For the years ended December 31, 2013 and 2012, Company contributions to the Plan were reduced by $2,956,823 and $1,390,009, respectively, from forfeited non-vested accounts. |
H. | Plan Termination Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. |
I. | Investment Options Upon enrollment into the Plan, a participant may direct Company and participant contributions into any of several investment options, including the Harris Stock Fund. A participant may transfer amounts from other investment options into the Harris Stock Fund, provided that no transfer shall cause more than 20% of a participants account to be invested in the Harris Stock Fund. The Harris Stock Fund has been designated as an employee stock ownership plan, which means that the Company is entitled to a deduction for dividends paid on shares held in the Harris Stock Fund. Any such dividends are 100% vested and participants are permitted to elect that such dividends either be maintained in the Plan and reinvested in the Harris Stock Fund or paid from the Plan in cash to the participant. |
The investment options are described in detail in the Plans Summary Plan Description, which is available to all participants. In the event no investment option is selected by a participant, the default investment option for contributions is the LifeCycle Fund that is age-appropriate for the participant. Elections to change investment options can be made daily; however, amounts in the Stable Value Fund cannot be transferred directly to the Money Market Fund. Investments are also governed by other limitations described in the Plan document and the Summary Plan Description.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting The accounting records of the Plan are maintained on the accrual basis. Certain prior year amounts have been reclassified to conform to the presentation for the year ended December 31, 2013.
Valuation of Investments The Plans investments generally are stated at fair value. Quoted market prices are used, when available, to value investments. Investments for which quoted market prices are not available are stated at fair values as reported by the trustee or investee company. See Note 7 Financial Instruments for further information on the valuation of investments.
Notes Receivable from Participants Notes receivable from participants represent participant loans recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2013 or 2012. If a participant ceases to make loan repayments and the Plan Administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded upon the participants eligibility for a plan distribution.
Synthetic Guaranteed Investment Contracts During 2013 and 2012, the Plan held synthetic guaranteed investment contracts (synthetic GICs) in its Stable Value Fund (the Fund). A corresponding contract wrapper with the issuer of the synthetic GICs was also held in order to provide a variable rate of return on the cost of the investment. The fair value of the synthetic GICs was determined using a discounted cash flow method or quoted market prices of underlying investments. The fair value of the contract wrapper was based on the present value of the difference between the current fee and fee re-bids provided by the issuers and was $217,650 and $248,741 at December 31, 2013 and 2012, respectively. The Plan values all investments at fair value except synthetic GICs which are adjusted to contract value. See Note 7 Financial Instruments for further discussion of fair value measurements.
6
The interest crediting rate of synthetic GICs is based on the contract value, and the fair value, duration and yield to maturity of the portfolio of bonds underlying the synthetic GICs. The interest crediting rate is reset quarterly. The minimum crediting rate is zero percent.
The interest crediting rate reset allows the contract value to converge with the fair value of the underlying portfolio over time, assuming the portfolio continues to earn the current yield for a period of time equal to the current portfolio duration.
The primary variables impacting the future interest crediting rates of synthetic GICs include the current yield of the assets underlying the contract, the duration of the assets underlying the contract and the existing difference between the fair value and contract value of the assets underlying the contract.
The investments in synthetic GICs are presented at fair value and adjusted to contract value on the Statements of Net Assets Available for Benefits. To the extent that the underlying portfolio of a synthetic GIC has unrealized and/or realized losses, a positive adjustment is made to the adjustment from fair value to contract value under contract value accounting. As a result, the future interest crediting rate may be lower over time than the then-current market rates. Similarly, if the underlying portfolio generates unrealized and/or realized gains, a negative adjustment is made to the adjustment from fair value to contract value, and the future interest crediting rate may be higher than the then-current market rates. The adjustments ensure that ending net assets available for benefits are recorded at contract value and reflect the unrealized and/or realized gains and losses on the underlying portfolio of synthetic GICs.
Synthetic GICs generally provide for withdrawals associated with certain events which are not in the ordinary course of Plan operations. These withdrawals are paid with a market value adjustment applied to the withdrawal as defined in the investment contract. Each contract issuer specifies the events which may trigger a market value adjustment. Such events include but are not limited to the following: material amendments to the Plan or in the administration of the Fund; changes to the Plans competing investment options including the elimination of equity wash provisions; complete or partial termination of the Plan; the failure of the Plan to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA; the redemption of all or a portion of the interests in the Fund held by the Plan at the direction of the Plan sponsor, including withdrawals due to the removal of a specifically identifiable group of employees from coverage under the Plan (such as a group layoff or early retirement incentive program), the closing or sale of a subsidiary, employing unit or affiliate, the bankruptcy or insolvency of the Plan sponsor, the merger of the Plan with another plan, or the Plan sponsors establishment of another tax qualified defined contribution plan; any change in law, regulation, ruling, administrative or judicial position or accounting requirement, applicable to the Fund or the Plan; or the delivery of any communication to Plan participants designed to influence a participant not to invest in the Fund.
At this time, the Plan does not believe that the occurrence of any such market value adjustment-triggering event, which would limit the Plans ability to transact at contract value with participants, is probable.
If the Plan defaults in its obligations under any synthetic GIC (including the issuers determination that the agreement constitutes a non-exempt prohibited transaction as defined under ERISA), and such default is not corrected within the time permitted by the contract, then the contract may be terminated by the issuer and the Plan will receive the fair value of the underlying investments as of the date of termination. With the exception of this circumstance, termination of the contract by the issuer would be settled at contract value.
The average yield based on actual earnings was approximately 1.65% at December 31, 2013 and 1.05% at December 31, 2012. The average yield based on interest rate credited to participants was approximately 1.88% at December 31, 2013 and 2.28% at December 31, 2012.
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (US GAAP) requires the Plan Administrator to make estimates and assumptions that affect certain reported amounts, disclosures, and schedules. Accordingly, actual results may differ from those estimates.
Administrative Expenses Unless otherwise elected by the Company, all reasonable charges and expenses incurred in connection with the administration of the Plan are paid by the trustee from the assets of the trust.
NOTE 3 INVESTMENTS
For the year ended December 31, 2013, the Plans investments (including investments bought, sold and held during such period) appreciated in value as follows:
Net appreciation (depreciation) in fair value as determined by quoted market prices: |
||||
Preferred stocks |
$ | (26,976 | ) | |
Common stocks |
222,041,728 | |||
Registered investment companies |
58,982,452 | |||
|
|
|||
280,997,204 | ||||
Net appreciation in fair value as determined by investee company/trustee: |
||||
Common/collective trust funds |
268,293,808 | |||
|
|
|||
Total net change in fair value |
$ | 549,291,012 | ||
|
|
7
The fair value of individual investments that represent 5% or more of Plan net assets is as follows:
December 31, 2013 |
December 31, 2012 |
|||||||
Prin Global Invs COLTV Invt TR Diversified Intl Eqty FD 50 BP Fee CL |
$ | 233,018,319 | $ | 167,570,757 | ||||
NT Collective Russell 1000 Index Fund Non Lending |
* | 227,683,236 | ||||||
NT Collective S&P 500 Index Fund-DC-Non Lending (Tier J) |
289,597,961 | 225,399,720 | ||||||
NT Collective Aggregate Bond Index Fund Non Lending |
269,764,588 | 333,218,895 | ||||||
Galliard Capital Management Wells Fargo Bank NA Fixed Income Fund F |
175,039,637 | 210,646,396 | ||||||
Galliard Capital Management Wells Fargo Bank NA Fixed Income Fund L |
* | 159,419,182 |
* | Investment was below 5% of Plan net assets at end of year. |
NOTE 4 RELATED-PARTY TRANSACTIONS
Certain Plan investments are shares of common stock of Harris Corporation and balances in common/collective trust funds that are managed by Northern Trust. Harris Corporation is the Plan sponsor and Northern Trust is the Trustee and, therefore, these transactions qualify as exempt party-in-interest transactions under the provisions of ERISA.
The Plans investments in Harris Corporation common stock (included with other common stock) and in common/collective trust funds managed by Northern Trust (included with other common/collective trust funds) are as follows:
December 31, 2013 | December 31, 2012 | |||||||||||||||
Shares | Fair Value | Shares | Fair Value | |||||||||||||
Common stock |
||||||||||||||||
Harris Corporation common stock |
1999233 | $ | 139,566,456 | 2259601 | $ | 110,630,065 | ||||||||||
Common/collective trust funds |
||||||||||||||||
NT Collective Russell 1000 Index Fund Non Lending |
8974317 | 171,526,128 | 15854274 | 227,683,236 | ||||||||||||
NT Collective Extended Equity Index Fund Non Lending |
712161 | 158,859,566 | 678612 | 109,676,518 | ||||||||||||
NT Collective S&P 500 Index Fund-DC-Non Lending (Tier J) |
49709 | 289,597,961 | 51207 | 225,399,720 | ||||||||||||
NT Collective Aggregate Bond Index Fund Non Lending |
2174995 | 269,764,588 | 2625714 | 333,218,895 | ||||||||||||
NTGI Coltv Govt STIF Registered |
3203379 | 3,203,379 | 3162761 | 3,162,761 |
During 2013, the Plan made the following purchases and sales of related party investments:
Purchases | Sales | |||||||
Common stock |
||||||||
Harris Corporation common stock |
$ | 10,715,224 | $ | 22,560,374 | ||||
Common/collective trust funds |
||||||||
NT Collective Russell 1000 Index Fund Non Lending |
23,203,620 | 136,507,280 | ||||||
NT Collective Extended Equity Index Fund Non Lending |
38,390,540 | 25,358,442 | ||||||
NT Collective S&P 500 Index Fund-DC-Non Lending (Tier J) |
34,356,514 | 41,530,999 | ||||||
NT Collective Aggregate Bond Index Fund Non Lending |
14,597,151 | 71,226,239 | ||||||
NTGI Coltv Govt STIF Registered |
* | * |
* | Activity in this fund represents overnight interest bearing deposits (sweeps) of otherwise un-invested daily cash. |
NOTE 5 INCOME TAX STATUS
The Plan has received a determination letter from the Internal Revenue Service (IRS) dated October 30, 2013 stating that the Plan is qualified under Section 401(a) of the Code and the related trust is exempt from taxation. Although the Plan has been amended since receiving the determination letter, the Plans sponsor and the Plans tax counsel believe the Plan, as amended, is qualified and the related trust is exempt from taxation.
U.S. GAAP requires Plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by
8
the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2013, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2010.
NOTE 6 CREDIT RISKS AND UNCERTAINTIES
Cash amounts at the Trustee may exceed the federally insured limit from time to time. The Plan provides for investments in various investment securities, which, in general, are exposed to certain risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term, and such changes could materially affect participant account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
NOTE 7 FINANCIAL INSTRUMENTS
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal market (or most advantageous market, in the absence of a principal market) for the asset or liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). A three-level fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
| Level 1 inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. |
| Level 2 inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
| Level 3 inputs are generally unobservable and typically reflect managements estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques for which some or all significant assumptions are not observable. |
The following section describes the valuation methodologies the Plan uses to measure financial assets at fair value.
In general, and where applicable, the Plan uses quoted prices in active markets for identical assets to determine fair value. This pricing methodology applies to the Plans Level 1 assets which include interest bearing cash, certain preferred stocks, common stocks and registered investment companies. If quoted prices in active markets for identical assets are not available to determine fair value, then the Plan uses quoted prices for similar assets or inputs other than the quoted prices that are observable either directly or indirectly. These assets are included in Level 2 and consist of certain preferred stocks, common/collective trust funds and synthetic guaranteed investment contract wrappers. Assets for which fair value is determined by management using assumptions that market participants would use in pricing assets are included in Level 3. As of December 31, 2013 and 2012, there were no Level 3 assets held by the Plan.
9
Assets Measured at Fair Value on a Recurring Basis
Assets measured at fair value on a recurring basis at December 31, 2013 are as follows:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets |
||||||||||||||||
Interest bearing cash |
$ | 12,123,369 | $ | | $ | | $ | 12,123,369 | ||||||||
Preferred stocks |
167,247 | | | 167,247 | ||||||||||||
Common stocks: |
||||||||||||||||
Consumer |
134,707,752 | | | 134,707,752 | ||||||||||||
Energy |
74,399,910 | | | 74,399,910 | ||||||||||||
Financial |
96,881,001 | | | 96,881,001 | ||||||||||||
Health care |
71,994,200 | | | 71,994,200 | ||||||||||||
Industrial |
77,239,374 | | | 77,239,374 | ||||||||||||
Information technology |
277,889,739 | | | 277,889,739 | ||||||||||||
Other |
63,739,509 | | | 63,739,509 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total common stocks |
796,851,485 | | | 796,851,485 | ||||||||||||
Registered investment companies: |
||||||||||||||||
Small company funds |
119,808,362 | | | 119,808,362 | ||||||||||||
Technology funds |
72,862,017 | | | 72,862,017 | ||||||||||||
U.S. Government securities money market funds |
68,374,260 | | | 68,374,260 | ||||||||||||
Other funds |
15,887,679 | | | 15,887,679 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total registered investment companies |
276,932,318 | | | 276,932,318 | ||||||||||||
Common/collective trust funds (a): |
||||||||||||||||
Fixed income funds |
| 693,509,496 | | 693,509,496 | ||||||||||||
Index funds |
| 1,565,921,190 | | 1,565,921,190 | ||||||||||||
International equity funds |
| 94,879,248 | | 94,879,248 | ||||||||||||
Other funds |
| 3,203,379 | | 3,203,379 | ||||||||||||
|
|
|
|
|||||||||||||
Total common/collective trust funds (a) |
| 2,357,513,313 | | 2,357,513,313 | ||||||||||||
Synthetic guaranteed investment contract wrappers |
| 217,650 | | 217,650 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Assets Measured at Fair Value |
$ | 1,086,074,419 | $ | 2,357,730,963 | $ | | $ | 3,443,805,382 | ||||||||
|
|
|
|
|
|
|
|
10
Assets measured at fair value on a recurring basis at December 31, 2012 are as follows:
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Assets |
||||||||||||||||
Interest bearing cash |
$ | 6,567,189 | $ | | $ | | $ | 6,567,189 | ||||||||
Preferred stocks |
1,710,037 | 51,723 | | 1,761,760 | ||||||||||||
Common stocks: |
||||||||||||||||
Consumer |
96,645,663 | | | 96,645,663 | ||||||||||||
Energy |
56,910,186 | | | 56,910,186 | ||||||||||||
Financial |
70,963,693 | | | 70,963,693 | ||||||||||||
Health care |
55,231,840 | | | 55,231,840 | ||||||||||||
Industrial |
57,870,426 | | | 57,870,426 | ||||||||||||
Information technology |
220,122,481 | | | 220,122,481 | ||||||||||||
Other |
55,593,178 | | | 55,593,178 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total common stocks |
613,337,467 | | | 613,337,467 | ||||||||||||
Registered investment companies: |
||||||||||||||||
Small company funds |
89,991,234 | | | 89,991,234 | ||||||||||||
Technology funds |
56,129,796 | | | 56,129,796 | ||||||||||||
U.S. Government securities money market funds |
75,119,433 | | | 75,119,433 | ||||||||||||
Other funds |
8,839,865 | | | 8,839,865 | ||||||||||||
|
|
|
|
|
|
|||||||||||
Total registered investment companies |
230,080,328 | | | 230,080,328 | ||||||||||||
Common/collective trust funds (a): |
||||||||||||||||
Fixed income funds |
| 781,499,767 | | 781,499,767 | ||||||||||||
Index funds |
| 1,303,883,277 | | 1,303,883,277 | ||||||||||||
International equity funds |
| 167,570,757 | | 167,570,757 | ||||||||||||
Other funds |
| 3,162,761 | | 3,162,761 | ||||||||||||
|
|
|
|
|||||||||||||
Total common/collective trust funds (a) |
| 2,256,116,562 | | 2,256,116,562 | ||||||||||||
Synthetic guaranteed investment contract wrappers |
| 248,741 | | 248,741 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Assets Measured at Fair Value |
$ | 851,695,021 | $ | 2,256,417,026 | $ | | $ | 3,108,112,047 | ||||||||
|
|
|
|
|
|
|
|
(a) | Common/collective trust funds share the common goal of first growing then later preserving principal and contain a mix of U.S. stocks, U.S. issued bonds and cash. There are currently no redemption restrictions on these investments. The fair values of the investments in this category have been estimated using the net asset value per share. |
NOTE 8 RECONCILIATION OF PLAN FINANCIAL STATEMENTS TO THE FORM 5500
Form 5500 requires the recording of a liability for benefit amounts processed prior to year-end but not yet paid and requires fully benefit-responsive contracts to be reported at fair value. These requirements conflict with U.S. GAAP and the presentation of such amounts in the financial statements where they remain as part of net assets available for benefits.
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31, 2013 |
December 31, 2012 |
|||||||
Net assets available for benefits per the financial statements |
$ | 3,482,540,818 | $ | 3,129,579,566 | ||||
Benefits due to participants |
(1,651,840 | ) | (576,291 | ) | ||||
Adjustment to fair value from contract value for fully benefit-responsive investment contracts |
7,158,387 | 26,983,296 | ||||||
|
|
|
|
|||||
Net assets available for benefits per the Form 5500 |
$ | 3,488,047,365 | $ | 3,155,986,571 | ||||
|
|
|
|
The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 2013:
Benefits paid to participants per the financial statements |
$ | 367,554,032 | ||
Add: benefits due but unpaid at December 31, 2013 |
1,651,840 | |||
Less: benefits due but unpaid at December 31, 2012 |
(576,291 | ) | ||
|
|
|||
Total benefit payments, corrective distributions and deemed distributions per the Form 5500 |
$ | 368,629,581 | ||
|
|
11
The following is a reconciliation of investment income per the financial statements to the Form 5500 for the year ended December 31, 2013:
Net change in Plan assets per the financial statements |
$ | 352,961,252 | ||
Adjustment from fair value to contract value for fully benefit-responsive investment contracts at December 31, 2012 |
(26,983,296 | ) | ||
Adjustment from fair value to contract value for fully benefit-responsive investment contracts at December 31, 2013 |
7,158,387 | |||
Benefits due but unpaid at December 31, 2013 |
(1,651,840 | ) | ||
Benefits due but unpaid at December 31, 2012 |
576,291 | |||
|
|
|||
Net income and transfers in per the Form 5500 |
$ | 332,060,794 | ||
|
|
12
SUPPLEMENTAL INFORMATION
Harris Corporation Retirement Plan
E.I.N. 34-0276860
Plan Number 015
Schedule of Assets (Held at End of Year)
December 31, 2013
(a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value (In Shares/Par Value Except Notes Receivable from Participants) |
(d) Cost |
(e) Value |
||||||||
Value of Interest in Interest Bearing Cash | ||||||||||||
INTEREST BEARING CASH |
12123369 | $ | 12,123,369 | |||||||||
|
|
|||||||||||
Total Value of Interest in Interest Bearing Cash | $ | 12,123,369 | ||||||||||
|
|
|||||||||||
Value of Interest in Preferred Stocks |
| |||||||||||
LIVING SOCIAL INC PFD STK SER F |
6726 | $ | 7,533 | |||||||||
WEYERHAEUSER CO 6.375% PREF CONV SER A |
2850 | 159,714 | ||||||||||
|
|
|||||||||||
Total Value of Interest in Preferred Stocks |
$ | 167,247 | ||||||||||
|
|
|||||||||||
Value of Interest in Common Stocks | ||||||||||||
1ST HORIZON NATL CORP COM |
199054 | $ | 2,318,979 | |||||||||
1ST NIAGARA FINL GROUP INC NEW COM |
34700 | 368,514 | ||||||||||
ADR ASML HLDG NV NY REG 2012 (POST REV SPLIT) |
54750 | 5,130,075 | ||||||||||
ACXIOM CORP COM |
80161 | 2,964,354 | ||||||||||
ADR ARM HLDS PLC SPONSORED ISIN US0420681068 |
86000 | 4,707,640 | ||||||||||
ADR BP P L C SPONSORED ADR |
36156 | 1,757,543 | ||||||||||
ADR BAIDU INC SPONSORED ADR |
57300 | 10,192,524 | ||||||||||
ADR CTRIP COM INTL LTD ADS AMERICAN DEP SHS |
17300 | 858,426 | ||||||||||
ADR PETROLEO BRASILEIRO SA PETROBRAS SPONSORED ADR |
127200 | 1,752,816 | ||||||||||
ADR ROYAL DUTCH SHELL PLC SPONSORED ADR REPSTG A SHS |
64400 | 4,589,788 | ||||||||||
AES CORP COM |
85700 | 1,243,507 |
See Report of Independent Registered Public Accounting Firm
13
(a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value (In Shares/Par Value Except Notes Receivable from Participants) |
(d) Cost |
(e) Value |
||||||||
AGILENT TECHNOLOGIES INC COM |
18900 | 1,080,891 | ||||||||||
AIMIA INC COM |
39400 | 723,477 | ||||||||||
AKAMAI TECHNOLOGIES INC COM STK |
29800 | 1,405,964 | ||||||||||
ALEXION PHARMACEUTICALS INC COM |
42800 | 5,694,968 | ||||||||||
ALLSCRIPTS HEALTHCARE SOLUTIONS INC |
100800 | 1,558,368 | ||||||||||
ALLSTATE CORP COM |
66400 | 3,621,456 | ||||||||||
AMAZON COM INC COM |
42121 | 16,797,434 | ||||||||||
AMERICAN EXPRESS CO |
39400 | 3,574,762 | ||||||||||
ANADARKO PETRO CORP COM |
35200 | 2,792,064 | ||||||||||
ANALOG DEVICES INC COM |
45700 | 2,327,501 | ||||||||||
ANTERO RES CORP COM |
7000 | 444,080 | ||||||||||
AOL INC COM STK |
63001 | 2,937,107 | ||||||||||
APACHE CORP COM |
66400 | 5,706,416 | ||||||||||
APPLE INC COM STK |
11190 | 6,278,821 | ||||||||||
APPLIED MATERIALS INC COM |
139500 | 2,467,755 | ||||||||||
ARCHER-DANIELS-MIDLAND CO COM |
82800 | 3,593,520 | ||||||||||
ASSOCTD BANC-CORP COM |
100164 | 1,742,854 | ||||||||||
AT&T INC COM |
130141 | 4,575,758 | ||||||||||
ATHENAHEALTH INC COM MON STOCK |
14000 | 1,883,000 |
See Report of Independent Registered Public Accounting Firm
14
(a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value (In Shares/Par Value Except Notes Receivable from Participants) |
(d) Cost |
(e) Value |
||||||||
AVERY DENNISON CORP COM |
33236 | 1,668,115 | ||||||||||
AVON PRODUCTS INC COM USD0.25 |
112300 | 1,933,806 | ||||||||||
BANK NEW YORK MELLON CORP COM STK |
2900 | 101,326 | ||||||||||
BANK OF AMERICA CORP |
322964 | 5,028,549 | ||||||||||
BIOGEN IDEC INC COM STK |
26200 | 7,329,450 | ||||||||||
BIOMARIN PHARMACEUTICAL INC COM ISIN CH0008107010 |
30000 | 2,108,100 | ||||||||||
BOEING CO COM |
54000 | 7,370,460 | ||||||||||
BRISTOL MYERS SQUIBB CO COM |
64900 | 3,449,435 | ||||||||||
BRISTOW GROUP INC COM |
13722 | 1,029,973 | ||||||||||
CA INC COM |
27400 | 922,010 | ||||||||||
CABLEVISION SYS CORP CL A COM STK |
81200 | 1,455,916 | ||||||||||
CALPINE CORP COM NEW STK |
102171 | 1,993,356 | ||||||||||
CAMPBELL SOUP CO COM |
65800 | 2,847,824 | ||||||||||
CARDINAL HLTH INC |
17800 | 1,189,218 | ||||||||||
CARNIVAL CORP COM PAIRED |
71900 | 2,888,223 | ||||||||||
CBOE HOLDINGS INC COM |
7930 | 412,043 | ||||||||||
CELGENE CORP COM |
14400 | 2,433,024 | ||||||||||
CENTURYLINK INC COM |
45875 | 1,461,119 |
See Report of Independent Registered Public Accounting Firm
15
(a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value (In Shares/Par Value Except Notes Receivable from Participants) |
(d) Cost |
(e) Value |
||||||||
CERNER CORP COM |
63000 | 3,511,620 | ||||||||||
CHEVRON CORP COM |
59378 | 7,416,906 | ||||||||||
CHIPOTLE MEXICAN GRILL INC COM STK |
13500 | 7,192,530 | ||||||||||
CHUBB CORP COM |
16100 | 1,555,743 | ||||||||||
CISCO SYSTEMS INC |
116800 | 2,622,160 | ||||||||||
CLARCOR INC COM |
15996 | 1,029,343 | ||||||||||
CLOROX CO COM |
35900 | 3,330,084 | ||||||||||
COCA COLA CO COM |
6600 | 272,646 | ||||||||||
COGNIZANT TECH SOLUTIONS CORP CL A |
19300 | 1,948,914 | ||||||||||
COMCAST CORP NEW-CL A |
30300 | 1,574,540 | ||||||||||
COMPASS MINERALS INTL INC COM |
21283 | 1,703,704 | ||||||||||
COMPUTER SCI CORP COM |
40700 | 2,274,316 | ||||||||||
CONOCOPHILLIPS COM |
18200 | 1,285,830 | ||||||||||
CONSOL ENERGY INC COM |
61000 | 2,320,440 | ||||||||||
CORNING INC COM |
166200 | 2,961,684 | ||||||||||
CROWN CASTLE INTL CORP COM STK |
52600 | 3,862,418 | ||||||||||
D R HORTON INC COM |
57800 | 1,290,096 | ||||||||||
DANA HLDG CORP COM |
96008 | 1,883,677 | ||||||||||
DANAHER CORP COM |
46252 | 3,570,654 |
See Report of Independent Registered Public Accounting Firm
16
(a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value (In Shares/Par Value Except Notes Receivable from Participants) |
(d) Cost |
(e) Value |
||||||||
DEERE & CO COM |
22100 | 2,018,393 | ||||||||||
DIAMOND OFFSHORE DRILLING INC COM |
35900 | 2,043,428 | ||||||||||
DISCOVERY COMMUNICATIONS INC NEW COM SERC COM SER C |
16300 | 1,366,918 | ||||||||||
DOLBY LABORATORIES INC CL A COM STK |
36700 | 1,415,152 | ||||||||||
DOLLAR TREE INC COM STK |
16100 | 908,362 | ||||||||||
DST SYS INC COM |
9462 | 858,582 | ||||||||||
DU PONT E I DE NEMOURS & CO COM STK |
29100 | 1,890,627 | ||||||||||
DUKE ENERGY CORP NEW COM NEW COM NEW |
51802 | 3,574,856 | ||||||||||
EATON CORP PLC COM USD0.50 |
24138 | 1,837,385 | ||||||||||
EBAY INC COM USD0.001 |
25700 | 1,410,673 | ||||||||||
ECOLAB INC COM |
12300 | 1,282,521 | ||||||||||
EHEALTH INC COM STK |
20183 | 938,308 | ||||||||||
ELECTRONICS FOR IMAGING INC COM |
1500 | 58,095 | ||||||||||
ELIZABETH ARDEN INC COM |
28100 | 996,145 | ||||||||||
EMERSON ELECTRIC CO COM |
56300 | 3,951,134 | ||||||||||
ENDURANCE SPECIALTY HOLDINGS LTD COM USD1 |
18800 | 1,102,996 | ||||||||||
ENI SPA EUR1 |
27447 | 661,482 | ||||||||||
ENTERGY CORP NEW COM |
43700 | 2,764,899 |
See Report of Independent Registered Public Accounting Firm
17
(a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value (In Shares/Par Value Except Notes Receivable from Participants) |
(d) Cost |
(e) Value |
||||||||
EURONET WORLDWIDE INC COM |
44714 | 2,139,565 | ||||||||||
EXELON CORP COM |
77500 | 2,122,725 | ||||||||||
EXXON MOBIL CORP COM |
61526 | 6,226,431 | ||||||||||
FACEBOOK INC CL A CL A |
160292 | 8,761,561 | ||||||||||
FASTENAL CO COM |
19800 | 940,698 | ||||||||||
FEDEX CORP COM |
16600 | 2,386,582 | ||||||||||
FIRST AMERN FINL CORP COM STK |
78175 | 2,204,535 | ||||||||||
FIRSTENERGY CORP COM |
45435 | 1,498,446 | ||||||||||
FIRSTMERIT CORP COM |
24200 | 537,966 | ||||||||||
FLOWSERVE CORP COM |
11200 | 882,896 | ||||||||||
FMC TECHNOLOGIES INC COM |
62000 | 3,237,020 | ||||||||||
FORD MTR CO DEL COM PAR $0.01 COM PAR $0.01 |
110200 | 1,700,386 | ||||||||||
FOSSIL GROUP INC COM |
5900 | 707,646 | ||||||||||
FTD COS INC COM |
34000 | 1,107,720 | ||||||||||
GEN MTRS CO COM |
53227 | 2,175,387 | ||||||||||
GENERAL ELECTRIC CO |
346100 | 9,701,183 | ||||||||||
GENUINE PARTS CO COM |
21700 | 1,805,223 | ||||||||||
GILEAD SCIENCES INC |
76400 | 5,741,460 | ||||||||||
GLAXOSMITHKLINE ORD GBP0.25 |
60321 | 1,609,996 |
See Report of Independent Registered Public Accounting Firm
18
(a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value (In Shares/Par Value Except Notes Receivable from Participants) |
(d) Cost |
(e) Value |
||||||||
GLOBAL PMTS INC COM |
23500 | 1,527,265 | ||||||||||
GOOGLE INC CL A CL A |
17100 | 19,164,141 | ||||||||||
GRAFTECH INTL LTD COM |
34200 | 384,066 | ||||||||||
#REORG/GREEN MTN NAME CHANGE KEURIG GR 2U1TA21 EFF 03-11-2014 | 2900 | 219,182 | ||||||||||
HANCOCK HLDG CO COM |
4951 | 181,603 | ||||||||||
*HARRIS CORP COM |
1999233 | 139,566,456 | ||||||||||
HEALTHWAYS INC COM STK |
30500 | 468,175 | ||||||||||
HESS CORP COM STK |
44200 | 3,668,600 | ||||||||||
HILLSHIRE BRANDS CO COM |
44545 | 1,489,585 | ||||||||||
HILTON WORLDWIDE HLDGS INC COM |
6400 | 142,400 | ||||||||||
HMS HLDGS CORP COM |
41300 | 938,749 | ||||||||||
HONEYWELL INTL INC COM STK |
46100 | 4,212,157 | ||||||||||
HORSEHEAD HLDG CORP COM STK |
82500 | 1,337,325 | ||||||||||
HOSPIRA INC COM |
27300 | 1,126,944 | ||||||||||
HUNTINGTON INGALLS INDS INC COM |
28400 | 2,556,284 | ||||||||||
ILL TOOL WKS INC COM |
55200 | 4,641,216 | ||||||||||
IMPAX LABORATORIES INC COM |
44600 | 1,121,244 | ||||||||||
INTEGRATED DEVICE TECHNOLOGY INC COM |
282400 | 2,877,656 |
See Report of Independent Registered Public Accounting Firm
19
(a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value (In Shares/Par Value Except Notes Receivable from Participants) |
(d) Cost |
(e) Value |
||||||||
INTERACTIVE BROKERS GROUP INC CL COM |
62500 | 1,521,250 | ||||||||||
INTL PAPER CO COM |
88896 | 4,358,571 | ||||||||||
INTUITIVE SURGICAL INC COM NEW STK |
9100 | 3,495,128 | ||||||||||
ITT CORPORATION W/I |
30875 | 1,340,593 | ||||||||||
JOHNSON & JOHNSON COM USD1 |
51200 | 4,689,408 | ||||||||||
JOHNSON CTL INC COM |
43900 | 2,252,070 | ||||||||||
JONES LANG LASALLE INC COM STK |
14573 | 1,492,129 | ||||||||||
JOY GLOBAL INC COM |
30400 | 1,778,096 | ||||||||||
JPMORGAN CHASE & CO COM |
149624 | 8,750,012 | ||||||||||
JUNIPER NETWORKS INC COM |
115179 | 2,599,590 | ||||||||||
KOHLS CORP COM |
63600 | 3,609,300 | ||||||||||
KS CY SOUTHN |
7500 | 928,725 | ||||||||||
LAREDO PETROLEUM INC |
45150 | 1,250,204 | ||||||||||
LAS VEGAS SANDS CORP COM STK |
92000 | 7,256,040 | ||||||||||
LEGG MASON INC COM |
69300 | 3,013,164 | ||||||||||
LINCOLN NATL CORP COM |
37223 | 1,921,451 | ||||||||||
LINKEDIN CORP CL A |
18100 | 3,924,623 | ||||||||||
LOEWS CORP COM |
21900 | 1,056,456 | ||||||||||
LOWES COS INC COM |
43100 | 2,135,605 |
See Report of Independent Registered Public Accounting Firm
20
(a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value (In Shares/Par Value Except Notes Receivable from Participants) |
(d) Cost |
(e) Value |
||||||||
LPL FINL HLDGS INC COM |
9272 | 436,062 | ||||||||||
LULULEMON ATHLETICA INC COM |
3700 | 218,411 | ||||||||||
MACYS INC COM STK |
41200 | 2,200,080 | ||||||||||
MAGELLAN HLTH SVCS INC COM NEW |
14344 | 859,349 | ||||||||||
MARSH & MCLENNAN COS INC COM |
84300 | 4,076,748 | ||||||||||
MASCO CORP COM |
80100 | 1,823,877 | ||||||||||
MASONITE INTL CORP NEW COM |
6700 | 402,000 | ||||||||||
MASTERCARD INC CL A |
4150 | 3,467,159 | ||||||||||
MATTEL INC COM |
73100 | 3,478,098 | ||||||||||
MC CORMICK & CO INC COM NON-VTG |
18400 | 1,268,128 | ||||||||||
MCGRAW HILL FINANCIAL INC |
29800 | 2,330,360 | ||||||||||
MCKESSON CORP |
20100 | 3,244,140 | ||||||||||
MEADWESTVACO CORP COM |
44200 | 1,632,306 | ||||||||||
MERCK & CO INC NEW COM |
73300 | 3,668,665 | ||||||||||
MGM RESORTS INTERNATIONAL COM |
29300 | 689,136 | ||||||||||
MICROSOFT CORP COM |
103200 | 3,862,776 | ||||||||||
MLP OCH-ZIFF CAP MGMT GROUP CL A SHS CL A |
15100 | 223,480 | ||||||||||
MONEYGRAM INTL INC COM NEW COM NEW |
72304 | 1,502,477 |
See Report of Independent Registered Public Accounting Firm
21
(a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value (In Shares/Par Value Except Notes Receivable from Participants) |
(d) Cost |
(e) Value |
||||||||
MONSANTO CO NEW COM |
32729 | 3,814,565 | ||||||||||
MORGAN STANLEY COM STK USD0.01 |
54100 | 1,696,576 | ||||||||||
MRC GLOBAL INC COM |
39550 | 1,275,883 | ||||||||||
MURPHY OIL CORP COM |
51000 | 3,308,880 | ||||||||||
NATIONAL OILWELL VARCO COM STK |
48400 | 3,849,252 | ||||||||||
NETFLIX INC COM STK |
3200 | 1,178,144 | ||||||||||
NETSUITE INC COM STK |
5300 | 546,006 | ||||||||||
NEW GOLD INC CDA COM |
119316 | 625,216 | ||||||||||
NEW YORK TIMES CO CL A ISIN #US6501111073 |
74400 | 1,180,728 | ||||||||||
NEWMONT MINING CORP NEW COM |
46600 | 1,073,198 | ||||||||||
NIKE INC CL B |
57500 | 4,521,800 | ||||||||||
NISOURCE INC COM |
108000 | 3,551,040 | ||||||||||
NORFOLK SOUTHN CORP COM |
37600 | 3,490,408 | ||||||||||
NORTHERN TR CORP COM |
49800 | 3,082,122 | ||||||||||
NUCOR CORP COM |
54900 | 2,930,562 | ||||||||||
OLIN CORP COM |
21400 | 617,390 | ||||||||||
PEYTO EXPL & DEV CORP NEW COM |
62022 | 1,897,727 | ||||||||||
PENN NATL GAMING INC COM |
55900 | 801,047 | ||||||||||
PEPSICO INC COM |
48800 | 4,047,472 |
See Report of Independent Registered Public Accounting Firm
22
(a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value (In Shares/Par Value Except Notes Receivable from Participants) |
(d) Cost |
(e) Value |
||||||||
PERFORMANT FINL CORP COM |
39900 | 410,970 | ||||||||||
PFIZER INC COM |
135947 | 4,164,057 | ||||||||||
PHH CORP COM NEW COM NEW |
43752 | 1,065,361 | ||||||||||
PIONEER NAT RES CO COM STK |
12600 | 2,319,282 | ||||||||||
PNC FINANCIAL SERVICES GROUP COM STK |
55300 | 4,290,174 | ||||||||||
POTASH CORP SASK INC COM |
41100 | 1,354,656 | ||||||||||
PRAXAIR INC COM |
14100 | 1,833,423 | ||||||||||
PRECISION CASTPARTS CORP COM |
14300 | 3,850,990 | ||||||||||
PROCTER & GAMBLE COM NPV |
20500 | 1,668,905 | ||||||||||
QUALCOMM INC COM |
23100 | 1,715,175 | ||||||||||
QUEST DIAGNOSTICS INC COM |
30400 | 1,627,616 | ||||||||||
QUESTAR CORP COM |
90700 | 2,085,193 | ||||||||||
RANGE RES CORP COM |
29816 | 2,513,787 | ||||||||||
RED HAT INC COM |
20800 | 1,165,632 | ||||||||||
REGENERON PHARMACEUTICALS INC COM |
17129 | 4,714,586 | ||||||||||
REGIONS FINL CORP NEW COM |
120700 | 1,193,723 | ||||||||||
ROSETTA RES INC COM |
34493 | 1,657,043 | ||||||||||
SALESFORCE COM INC COM STK |
192100 | 10,601,999 |
See Report of Independent Registered Public Accounting Firm
23
(a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value (In Shares/Par Value Except Notes Receivable from Participants) |
(d) Cost |
(e) Value |
||||||||
SCHLUMBERGER LTD COM COM |
90200 | 8,127,922 | ||||||||||
SCHWAB CHARLES CORP COM NEW |
132000 | 3,432,000 | ||||||||||
SEALED AIR CORP NEW COM STK |
34300 | 1,167,915 | ||||||||||
SEAWORLD ENTMT INC COM |
53600 | 1,542,072 | ||||||||||
SERVICENOW INC COM USD0.001 |
13200 | 739,332 | ||||||||||
SHERWIN-WILLIAMS CO COM |
8800 | 1,614,800 | ||||||||||
SOUTHWESTERN ENERGY CO COM |
97500 | 3,834,675 | ||||||||||
SPLUNK INC COMSTK COM USD0.001 |
46000 | 3,158,820 | ||||||||||
STANCORP FINL GROUP INC COM |
32219 | 2,134,508 | ||||||||||
STANLEY BLACK & DECKER INC COM |
21000 | 1,694,490 | ||||||||||
STAPLES INC COM |
146800 | 2,332,652 | ||||||||||
STARBUCKS CORP COM |
61400 | 4,813,146 | ||||||||||
STATE STR CORP COM |
29500 | 2,165,005 | ||||||||||
SUN LIFE FINANCIAL INC. |
36300 | 1,282,479 | ||||||||||
SUN TR BANKS INC COM |
84200 | 3,099,402 | ||||||||||
SYMETRA FINL CORP COM |
29800 | 565,008 | ||||||||||
SYNOVUS FINL CORP COM |
228883 | 823,978 | ||||||||||
TALISMAN ENERGY INC COM |
60800 | 708,320 |
See Report of Independent Registered Public Accounting Firm
24
(a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value (In Shares/Par Value Except Notes Receivable from Participants) |
(d) Cost |
(e) Value |
||||||||
TD AMERITRADE HLDG CORP COM STK |
59700 | 1,829,208 | ||||||||||
TELEFONICA SA EUR1 |
62319 | 1,016,301 | ||||||||||
TESLA MTRS INC COM |
5200 | 781,976 | ||||||||||
TEXAS INSTRUMENTS INC COM |
52900 | 2,322,839 | ||||||||||
THE MADISON SQUARE GARDEN COMPANY |
23350 | 1,344,493 | ||||||||||
THE PRICELINE GROUP INC |
10100 | 11,740,240 | ||||||||||
TIFFANY & CO COM |
2800 | 259,784 | ||||||||||
TIME WARNER INC USD0.01 |
55300 | 3,855,516 | ||||||||||
TORCHMARK CORP COM |
29945 | 2,340,201 | ||||||||||
TRACTOR SUPPLY CO COM |
17800 | 1,380,924 | ||||||||||
TUPPERWARE BRANDS CORPORATION |
15300 | 1,446,309 | ||||||||||
TWENTY-FIRST CENTY FOX INC CL A CL A |
45300 | 1,593,654 | ||||||||||
TWITTER INC COM |
3600 | 229,140 | ||||||||||
ULTA SALON COSMETICS & FRAGRANCE INC COMSTK |
33000 | 3,185,160 | ||||||||||
UNITED CONTL HLDGS INC COM STK |
125700 | 4,755,231 | ||||||||||
UNITED PARCEL SVC INC CL B |
34700 | 3,646,276 | ||||||||||
UNITED TECHNOLOGIES CORP COM |
8000 | 910,400 | ||||||||||
UNITEDHEALTH GROUP INC COM |
26300 | 1,980,390 |
See Report of Independent Registered Public Accounting Firm
25
(a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value (In Shares/Par Value Except Notes Receivable from Participants) |
(d) Cost |
(e) Value |
||||||||
US BANCORP |
135400 | 5,470,160 | ||||||||||
USG CORP COM NEW |
42400 | 1,203,312 | ||||||||||
VALEANT PHARMACEUTICALS INTERNATIONAL INC COMMON STOCK | 16100 | 1,890,140 | ||||||||||
VANTIV INC COM USD0.00001 A |
15900 | 518,499 | ||||||||||
VERIZON COMMUNICATIONS COM |
55334 | 2,719,112 | ||||||||||
VERTEX PHARMACEUTICALS INC COM |
5600 | 416,080 | ||||||||||
VISA INC COM CL A STK |
57700 | 12,848,636 | ||||||||||
#REORG/VODAFONE GROUP REV STK SPLIT VODAFONE GROUP 1A4TP8W 24/2/2014 | 348189 | 1,366,751 | ||||||||||
VULCAN MATERIALS CO COM |
51300 | 3,048,246 | ||||||||||
WABTEC CORP COM |
14900 | 1,106,623 | ||||||||||
WALT DISNEY CO |
23100 | 1,764,840 | ||||||||||
WASTE CONNECTIONS INC COM |
26427 | 1,153,010 | ||||||||||
WELLS FARGO & CO NEW COM STK |
147300 | 6,687,420 | ||||||||||
WESTERN UNION CO |
65800 | 1,135,050 | ||||||||||
WEYERHAEUSER CO COM |
75045 | 2,369,170 | ||||||||||
WHIRLPOOL CORP COM |
2200 | 345,092 | ||||||||||
WHOLE FOODS MKT INC COM |
18000 | 1,040,940 | ||||||||||
WILLIS GROUP HOLDINGS COM USD0.000115 (NEW) |
21900 | 981,339 |
See Report of Independent Registered Public Accounting Firm
26
(a) |
(b) Identity of Issue, Borrower, Lessor, or Similar Party |
(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value (In Shares/Par Value Except Notes Receivable from Participants) |
(d) Cost |
(e) Value |
||||||||
WORKDAY INC CL A COM USD0.001 |
7600 | 632,016 | ||||||||||
WYNN RESORTS LTD COM |
7800 | 1,514,838 | ||||||||||
XCEL ENERGY INC COM |
64900 | 1,813,306 | ||||||||||
XYLEM INC COM |
57400 | 1,986,040 | ||||||||||
|
|
|||||||||||
Total Value of Interest in Common Stocks | $ | 796,851,485 | ||||||||||
|
|
|||||||||||
Value of Interest in Registered Investment Companies | ||||||||||||
ALLIANZ FDS ALLIANZGI TECHNOLOGY FD INSTL CL |
1160593 | $ | 72,862,017 | |||||||||
HARTFORD SER FD INC SMALL CO HLS FD CL IA |
4533044 | 119,808,362 | ||||||||||
MONEY MKT OBLIGS TR FEDT GOVT OBLIGSFD INSTL SHS |
6837460 | 68,374,260 | ||||||||||
RESV INVT FDS INC |
15887679 | 15,887,679 | ||||||||||
|
|
|||||||||||
Total Value of Interest in Registered Investment Companies |
$ | 276,932,318 | ||||||||||
|
|
|||||||||||
Value of Interest in Common/Collective Trust Funds | ||||||||||||
BLACKROCK LIFEPATH INDEX 2015 NL F |
2635897 | $ | 44,840,043 | |||||||||
BLACKROCK LIFEPATH INDEX 2020 NL F |
4221875 | 76,191,764 | ||||||||||
BLACKROCK LIFEPATH INDEX 2025 NL F |
5032346 | 95,708,684 | ||||||||||
BLACKROCK LIFEPATH INDEX 2030 NL F |
3477590 | 68,971,391 | ||||||||||
BLACKROCK LIFEPATH INDEX 2035 NL F |
2351406 | 48,494,919 | ||||||||||
BLACKROCK LIFEPATH INDEX 2040 NL F |
2050020 | 43,781,249 | ||||||||||
BLACKROCK LIFEPATH INDEX 2045 NL F |
1959191 | 43,302,629 | ||||||||||
BLACKROCK LIFEPATH INDEX 2050 NL F |
1505174 | 34,315,111 | ||||||||||
BLACKROCK LIFEPATH INDEX 2055 NON LENDING FD F |
308943 | 5,089,157 | ||||||||||
BLACKROCK STRATEGIC COMPLETION NL FUND F |
5250872 | 53,362,508 | ||||||||||
BLACKROCK LIFEPATH INDEX RETMT NL F |
1496132 | 23,976,421 | ||||||||||
PRIN GLOBAL INVS COLTV INVT TR DIVERSIFIED INTL EQTY FD 50 BP FEE CL |
1050405 | 233,018,319 | ||||||||||
*NT COLLECTIVE RUSSELL 1000 INDEX FUNDNON LENDING |
8974317 | 171,526,128 | ||||||||||
*NT COLLECTIVE EXTENDED EQUITY INDEX FDNONLENDING |
712161 | 158,859,566 | ||||||||||
*NT COLLECTIVE S&P500 INDEX FUND-DC-NON LENDING (TIER J) |
49709 | 289,597,961 | ||||||||||
*NT COLLECTIVE AGGREGATE BOND INDEX FUND-NON LENDING |
2174995 | 269,764,588 | ||||||||||
GALLIARD CAPITAL MANAGEMENT WELLS FARGO BANK NA FIXED INCOME FUND A |
133560188 | 133,560,188 | ||||||||||
GALLIARD CAPITAL MANAGEMENT WELLS FARGO BANK NA FIXED INCOME FUND B |
56598399 | 56,598,399 | ||||||||||
GALLIARD CAPITAL MANAGEMENT WELLS FARGO BANK NA FIXED INCOME FUND D |
114966371 | 114,966,371 | ||||||||||
GALLIARD CAPITAL MANAGEMENT WELLS FARGO BANK NA FIXED INCOME FUND F |
175039637 | 175,039,637 | ||||||||||
GALLIARD CAPITAL MANAGEMENT WELLS FARGO BANK NA FIXED INCOME FUND L |
157562543 | 157,562,543 | ||||||||||
GALLIARD CAPITAL MANAGEMENT WELLS FARGO BANK NA SHORT TERM INVESTMENT FUND S |
55782358 | 55,782,358 | ||||||||||
*NTGI COLTV GOVT STIF REGISTERED |
3203379 | 3,203,379 | ||||||||||
|
|
|||||||||||
Total Value of Interest in Common/Collective Trust Funds |
$ | 2,357,513,313 | ||||||||||
|
|
See Report of Independent Registered Public Accounting Firm
27
Value of Interest in Synthetic Guaranteed Investment Contract Wrappers | ||||||||
AMERICAN GENERAL LIFE INS. CO. CONTRACT NUMBER 1629650 RATE 1.44% MATURITY 00/00/0000 SYNTHETIC WRAPPER |
$ | | ||||||
MONUMENTAL LIFE INSURANCE CO. CONTRACT NUMBER MDA01077TR RATE 3.07% MATURITY 00/00/0000 SYNTHETIC WRAPPER |
217,650 | |||||||
PACIFIC LIFE INSURANCE CO. CONTRACT NUMBER G - 27236.01.0001 RATE 2.73% MATURITY 00/00/0000 SYNTHETIC WRAPPER |
| |||||||
PRUDENTIAL LIFE INS. CO. CONTRACT NUMBER GA-62487 RATE 2.18% MATURITY 00/00/0000 SYNTHETIC WRAPPER |
| |||||||
STATE STREET BANK AND TRUST CO CONTRACT NUMBER 105004 RATE 1.14% MATURITY 00/00/0000 SYNTHETIC WRAPPER |
| |||||||
|
|
|||||||
Total Value of Interest in Synthetic Guaranteed Investment Contract Wrappers |
$ | 217,650 | ||||||
|
|
|||||||
Value of Interest in Notes Receivable from Participants | ||||||||
* NOTES RECEIVABLE FROM PARTICIPANTS |
|
3.25% to 9.25% Maturing through 2023 |
|
$ | 45,684,314 | |||
|
|
|||||||
Total Value of Interest in Notes Receivable from Participants |
$ | 45,684,314 | ||||||
|
|
|||||||
Total Investments including Notes Receivable from Participants |
$ | 3,489,489,696 | ||||||
|
|
Note: Cost information has not been included in column (d) because all investments are participant-directed.
* | Party-in-interest to the Plan |
See Report of Independent Registered Public Accounting Firm
28
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.
Harris Corporation Retirement Plan Employee Benefits Committee, as Plan Administrator | ||
By: | /s/ Adam Histed | |
Adam Histed, Chairperson |
Date: June 26, 2014
29
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 333-192735) pertaining to the Harris Corporation Retirement Plan of our report dated June 26, 2013, with respect to the financial statements of the Harris Corporation Retirement Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2013.
/s/ Ernst & Young LLP
Orlando, Florida
June 26, 2014
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the registration statement Form S-8 (No. 333-192735) of Harris Corporation of our report dated June 26, 2014 relating to the financial statements and supplemental schedule of the Harris Corporation Retirement Plan as of and for the year ended December 31, 2013, which appears in this Form 11-K.
/s/ Carr, Riggs & Ingram, LLC
Melbourne, Florida
June 26, 2014