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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): May 4, 2020
L3HARRIS TECHNOLOGIES, INC.
 
 
 
 
(Exact name of registrant as specified in its charter)
Delaware
 
1-3863
 
34-0276860
 
 
 
 
 
(State or other jurisdiction
 of incorporation)
 
(Commission
 File Number)
 
(I.R.S. Employer
 Identification No.)
1025 West NASA Boulevard
 
 
Melbourne,
Florida
 
 
32919
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (321) 727-9100
No change
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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









Item 8.01 Other Events
L3Harris Technologies, Inc., a Delaware corporation (“L3Harris”), has filed this Current Report on Form 8-K to provide the supplemental unaudited pro forma condensed combined financial information for the quarters ended March 29, 2019 and June 28, 2019 included in Exhibit 99.1 hereto following the combination of Harris Corporation, a Delaware corporation ("Harris"), and L3 Technologies, Inc., a Delaware corporation (“L3”), in an all-stock merger pursuant to the Agreement and Plan of Merger, dated as of October 12, 2018, by and among Harris, L3 and Leopard Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Harris, in order to assist with evaluations and discussions of consolidated results of operations of L3Harris as a combined company for periods including the quarters ended April 3, 2020 and July 3, 2020 on a more comparable basis due to the significance of the L3 operating businesses included in the combined company results following the merger. The pro forma financial information included in Exhibit 99.1 hereto is for informational purposes only and does not purport to indicate the results that actually would have been obtained had the combination of Harris and L3 been completed on the assumed dates or for the periods presented, or which may be realized in the future.


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




SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
L3HARRIS TECHNOLOGIES, INC.
  
 
 
By:
/s/ Jay Malave, Jr.
 
 
 
Name:
Jay Malave, Jr.
 
 
 
Title:
Senior Vice President and Chief Financial Officer
 
 
Date: May 4, 2020


Exhibit 99.1


SUPPLEMENTAL UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
To supplement our consolidated financial statements presented in accordance with U.S. generally accepted accounting principles, we provide supplemental unaudited pro forma financial information prepared in a manner consistent with Article 11 of Regulations S-X.
Harris Corporation (“Harris”) merged with L3 Technologies, Inc. (“L3”) on June 29, 2019 in an all-stock merger (“L3Harris Merger”) pursuant to the Agreement and Plan of Merger, dated as of October 12, 2018, by and among Harris, L3 and Leopard Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Harris (“Merger Sub”). The following unaudited pro forma condensed combined financial information has been prepared to illustrate the effects of the L3Harris Merger and give effect to the L3Harris Merger under the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations, with Harris treated as the legal and accounting acquirer. The historical consolidated financial information of Harris and L3 for the periods presented in the unaudited pro forma condensed combined financial information has been adjusted to give effect to pro forma events that are (a) directly attributable to the L3Harris Merger, (b) factually supportable and (c) expected to have a continuing impact on the combined results of Harris and L3. The unaudited pro forma condensed combined financial information combines the historical results of operations of Harris and L3 for the periods presented and has been prepared to reflect the L3Harris Merger as if it had occurred on June 30, 2018. Significant pro forma adjustments include: (1) removal of the results of the Harris Night Vision business sold during the quarter ended September 27, 2019, which was directly attributable to the L3Harris Merger; (2) the recognition of $107 million and $130 million for the quarters ended March 29, 2019 and June 28, 2019, respectively, of additional merger-related amortization expense, net of elimination of historical amortization expense; (3) elimination of transaction-related expenses included in historical results; (4) and the income tax effect of pro forma adjustments.



1

PRO FORMA CONDENSED COMBINED INCOME STATEMENT INFORMATION
(Unaudited)
 
Quarter Ended
 
March 29, 2019
 
June 28, 2019
 
 
 
 
 
(In millions, except per share amounts)
Revenue from product sales and services
$
4,386

 
$
4,448

Cost of product sales and services
(3,119
)
 
(3,062
)
Engineering, selling and administrative expenses
(799
)
 
(908
)
Non-operating income
55

 
62

Interest income
5

 
4

Interest expense
(72
)
 
(67
)
Income from continuing operations before income taxes
456

 
477

Income taxes
(56
)
 
(60
)
Income from continuing operations
400

 
417

Discontinued operations, net of income taxes
—

 
(1
)
Net income
400

 
416

Noncontrolling interests, net of income taxes
(6
)
 
(6
)
Net income attributable to common shareholders
$
394

 
$
410

 
 
 
 
Income from continuing operations per basic share attributable to common shareholders
$
1.77

 
$
1.85

 
 
 
 
Income from continuing operations per diluted share attributable to common shareholders
$
1.75

 
$
1.82

 
 
 
 
Basic weighted average common shares outstanding
222.0

 
222.4

Diluted weighted average common shares outstanding
224.9

 
225.7




2

PRO FORMA CONDENSED COMBINED SEGMENT INFORMATION
(Unaudited)
 
Quarter Ended
 
March 29, 2019
 
June 28, 2019
 
(In millions)
Revenue
 
 
 
Integrated Mission Systems
$
1,362

 
$
1,240

Space and Airborne Systems
1,112

 
1,200

Communication Systems
1,041

 
1,086

Aviation Systems
914

 
965

Corporate eliminations
(43
)
 
(43
)
 
$
4,386

 
$
4,448

Income From Continuing Operations Before Income Taxes
 
 
 
Segment Operating Income:
 
 
 
Integrated Mission Systems
$
165

 
$
162

Space and Airborne Systems
198

 
228

Communication Systems
226

 
239

Aviation Systems
105

 
109

Unallocated corporate expenses and corporate eliminations 
(27
)
 
(38
)
Amortization of acquisition-related intangibles
(145
)
 
(167
)
Pension adjustment
(54
)
 
(55
)
Non-operating income
55

 
62

Net interest expense
(67
)
 
(63
)
 
$
456

 
$
477



3