FORM 11-K

11-K 1 d715126d11k.htm FORM 11-K FORM 11-K

LOGO

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

¨	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

Table of Contents


Report of Independent Registered Certified Public Accounting Firm			1

Report of Independent Registered Certified Public Accounting Firm			2

Audited Financial Statements:

Statements of Net Assets Available for Benefits			3

Statement of Changes in Net Assets Available for Benefits			4

Notes to the Financial Statements			5

Supplemental Information:

Schedule H, Line 4(i) — Schedule of Assets (Held at End of Year)			13

Signature			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 Plan’s 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 Plan’s 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 Plan’s 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 Plan’s financial statements. The schedule of assets (held at end of year) is the responsibility of the Plan’s 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 Labor’s 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

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 Plan’s 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 Plan’s 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 Plan’s 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.

/s/ Ernst & Young LLP

Boca Raton, Florida

June 26, 2013

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.

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.

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 Plan’s provisions.

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”).

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 Plan’s 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 Company’s 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”).

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 59¹/₂ 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 participant’s 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.

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 participant’s 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 cashier’s check, money order or electronic transfer). The outstanding loans have been established as a separate fund.

Participant Accounts — Each participant’s account is credited with the participant’s contribution, including the contribution, if any, in respect of the participant’s election under the Company’s Performance Reward Plan (or similar plan), and allocations of (a) the Company’s matching contribution, (b) the Company’s 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 participant’s vested account.

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	%

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.

Forfeitures — A terminated participant who is not 100% vested will forfeit the non-vested portion of the Company’s 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.

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.

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 participant’s 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 Plan’s “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 Plan’s 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 participant’s 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.

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 Plan’s 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 sponsor’s 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 Plan’s ability to transact at contract value with participants, is probable.

If the Plan defaults in its obligations under any synthetic GIC (including the issuer’s 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 Plan’s 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

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 Plan’s 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 Plan’s sponsor and the Plan’s 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

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 management’s 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 Plan’s 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.

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

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

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

SUPPLEMENTAL INFORMATION

Harris Corporation Retirement Plan

E.I.N. 34-0276860

Plan Number 015

Schedule H, Line 4(i)

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


(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


(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


(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


(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


(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


(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


(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


(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 CO’S 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


(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


(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


(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


(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


(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


(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 FUND—NON LENDING		8974317			171,526,128
	*NT COLLECTIVE EXTENDED EQUITY INDEX FD—NONLENDING		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


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

SIGNATURE

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