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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 4, 2020
L3HARRIS TECHNOLOGIES, INC.
 
 
 
 
(Exact name of registrant as specified in its charter)
Delaware
 
1-3863
 
34-0276860
 
 
 
 
 
(State or other jurisdiction
 of incorporation)
 
(Commission
 File Number)
 
(I.R.S. Employer
 Identification No.)
1025 West NASA Boulevard
 
 
Melbourne,
Florida
 
 
32919
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (321) 727-9100
No change
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $1.00 per share
 
LHX
 
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
 
 Emerging growth company
☐
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐







Item 8.01      Other Events.
On February 4, 2020, L3Harris Technologies, Inc. (“L3Harris”) issued a press release announcing the signing of a definitive agreement under which L3Harris will sell its airport security and automation business (Security & Detection Systems and MacDonald Humfrey Automation solutions) to Leidos, Inc. for $1 billion in cash. The press release also stated that the transaction is conditioned on customary closing conditions, including receipt of regulatory approvals, and is expected to close in mid-2020 and that L3Harris expects to use the proceeds from the divestiture to repurchase shares and offset dilution. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
     (d) Exhibits.
     The following exhibit is furnished herewith:

 
99.1
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).


1

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
 
 
 
L3HARRIS TECHNOLOGIES, INC.
 
 
By:
/s/ Scott T. Mikuen
 
 
 
Name:
Scott T. Mikuen
 
Date: February 4, 2020
 
Title:
Senior Vice President, General Counsel and Secretary
 


2
PRESSRELEASEIMAGE1.GIF
News Release

Exhibit 99.1

Contact Information:
Jim Burke    
Media Relations    
Jim.Burke@L3Harris.com    
321-727-9131    


L3Harris Technologies Signs Definitive Agreement to Sell Its Airport Security Business to Leidos for $1 Billion

MELBOURNE, Fla., Feb. 4, 2020 — L3Harris Technologies (NYSE:LHX) today announced the signing of a definitive agreement under which Leidos (NYSE:LDOS) will acquire L3Harris’ airport security and automation business for $1 billion in cash. The transaction is expected to close in mid-2020 and is conditioned on customary closing conditions, including receipt of regulatory approvals.

“Today’s announcement represents a significant milestone in L3Harris’ strategic priority to reshape our portfolio following last year’s L3 and Harris merger,” said William M. Brown, Chairman and CEO, L3Harris. “The agreement provides a stable path forward for the Security & Detection Systems and MacDonald Humfrey Automation businesses, while enabling L3Harris to focus its resources on core technologies.”

Proceeds from the divestiture are expected to be used to repurchase shares and offset dilution.

With annual revenues of approximately $500 million, L3Harris’ Security & Detection Systems and MacDonald Humfrey Automation solutions are used by the aviation and transportation industries, regulatory and customs authorities, government and law enforcement agencies, and commercial and other high-security facilities.

About L3Harris Technologies
L3Harris Technologies is an agile global aerospace and defense technology innovator, delivering end-to-end solutions that meet customers’ mission-critical needs. The company provides advanced defense and commercial technologies across air, land, sea, space and cyber domains. L3Harris has approximately $18 billion in annual revenue and 50,000 employees, with customers in 130 countries. L3Harris.com.

About Leidos
Leidos is a Fortune 500® information technology, engineering, and science solutions and services leader working to solve the world’s toughest challenges in the defense, intelligence, homeland security, civil, and health markets. The company’s 36,000 employees support vital missions for government and commercial customers. Headquartered in Reston, Va., Leidos reported annual revenues of approximately $10 billion for the fiscal year ended December 28, 2018. Leidos.com.

Forward-Looking Statements
This press release contains forward-looking statements that reflect management's current expectations, assumptions and estimates of future performance and economic conditions. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this press release include but are not limited to anticipated timing of the closing of the transaction and the anticipated use of proceeds. The company cautions investors that any forward-looking statements are subject to risks and uncertainties (many of which are difficult to predict and generally beyond the company’s control) that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. The following factors, among others, could cause actual results to differ materially from the forward-looking statements or historical performance: delays in, or failures in respect of, anticipated satisfaction of closing conditions or the ability to obtain regulatory approvals and satisfy other closing conditions in a timely manner or at all, and other potential uses of proceeds. The forward-looking statements speak only as of the date of this press release, and the company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Advisors
Evercore is acting as financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel on the transaction for L3Harris.

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