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SEC Comment Letter for L3HARRIS TECHNOLOGIES, (LHX) — Feb 13, 2007

L3HARRIS TECHNOLOGIES, INC. /DE/
Date: Feb. 13, 2007 · CIK: 0000202058 · Accession: 0000000000-07-007697

AI Filing Summary & Sentiment

File numbers found in text: 001-03863

Referenced dates: February 7, 2007

Date
February 13, 2007
Author
Linda Cvrkel
Form
UPLOAD
Company
L3HARRIS TECHNOLOGIES, INC. /DE/

Letter

Mail Stop 3561 February 13, 2007 Via Fax & U.S. Mail Mr. Gary L. McArthur Vice President and Chief Financial Officer 1025 West NASA Boulevard Melbourne, Florida 32919

Re: Harris Corporation Form 10-K for the year ended June 30, 2006 Filed September 7, 2006 File No. 001-03863

Dear Mr. McArthur:

We have reviewed your response letter dated February 7, 2007 and have the following comments. Unless otherwise indi cated, we think you should revise your document in future filings in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as deta iled as necessary in your expl anation. In some of our comments, we may ask you to provide us w ith information so we may better understand your disclosure. After reviewing this info rmation, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if certain of the comments are deemed inappropr iate, advise the staff of your reason. Your response should be submitted in electronic form, under the label “corresp” with a copy to the staff. Please respond w ithin ten (10) business days.

Form 10-K for the year ended June 30, 2006

Note 4. Business Combinations, page 68

1. We note from your response to our prior comment 7 that $68.9 million of liabilities were excluded from the inve stment amount in the Rule 3-05 test

Mr. Gary L. McArthur Harris Corporation February 13, 2007 Page 2

because you acquired the shares of Leitc h pursuant to an amalgamation and you were not the direct legal obligor of the liabilities. Pl ease explain to us why these liabilities are presented as “assumed liabilities” in Note 4 and included in the $513 purchase price amount. We would e xpect that if the $68.9 million did not represent legally “assumed” liabilities, the total purchase price would exclude these liabilities. Please cl arify for us, and revise your di sclosure in future filings to indicate, the appropriate purchase pri ce calculated using only legally assumed liabilities. Also, please supplementally provi de us with the rele vant portions of the purchase agreement with Leitch that clearly indicate that you are not the legal obligor for $68.9 million of liabilities.

Form 10-Q for the quarter ended December 29, 2006

Note N – Subsequent Events, page 11

2. We note from your disclosure that you will recognize a gain of $131 million in the third quarter of fiscal 2007 as a result of your combination with Stratex Networks in which you contributed your Microwave Communicat ions Division in exchange for approximately 56% ownership of the new combined company. Please explain to us how the gain was calculated or dete rmined and why you believe gain recogniti on is appropriate.

********

You may contact Claire Er langer at (202) 551-3301 or Jean Yu at (202) 551-3305 if you have questions regarding comments on the financial statements and related matters. Please contact me at ( 202) 551-3813 with any other questions.

Sincerely,
Linda Cvrkel
Branch Chief

Show Raw Text
Mail Stop 3561
        February 13, 2007

Via Fax & U.S. Mail

Mr. Gary L. McArthur
Vice President and Chief Financial Officer
1025 West NASA Boulevard
Melbourne, Florida 32919

Re: Harris Corporation
 Form 10-K for the year ended June 30, 2006
Filed September 7, 2006
 File No. 001-03863

Dear Mr. McArthur:

We have reviewed your response letter  dated February 7, 2007 and have the
following comments.  Unless otherwise indi cated, we think you should revise your
document in future filings in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond w ithin ten (10) business days.

Form 10-K for the year ended June 30, 2006

Note 4.  Business Combinations, page 68

1. We note from your response to our prior comment 7 that $68.9 million of liabilities were excluded from the inve stment amount in the Rule 3-05 test

Mr. Gary L. McArthur
Harris Corporation
February 13, 2007 Page 2

because you acquired the shares of Leitc h pursuant to an amalgamation and you
were not the direct legal obligor of the liabilities.  Pl ease explain to us why these
liabilities are presented as “assumed liabilities” in Note 4 and included in the
$513 purchase price amount.  We would e xpect that if the $68.9 million did not
represent legally “assumed” liabilities, the total purchase price would exclude these liabilities.  Please cl arify for us, and revise your di sclosure in future filings
to indicate, the appropriate purchase pri ce calculated using only legally assumed
liabilities.  Also, please supplementally provi de us with the rele vant portions of
the purchase agreement with Leitch that clearly indicate that you are not the legal
obligor for $68.9 million of liabilities.

Form 10-Q for the quarter ended December 29, 2006

Note N – Subsequent Events, page 11

2. We note from your disclosure that you will recognize a gain of $131 million in
the third quarter of fiscal 2007 as a result of your combination with Stratex Networks in which you contributed your Microwave Communicat ions Division in
exchange for approximately 56% ownership of the new combined company.  Please explain to us how the gain was calculated or dete rmined and why you
believe gain recogniti on is appropriate.

********

 You may contact Claire Er langer at (202) 551-3301 or Jean Yu at (202) 551-3305
if you have questions regarding comments on the financial statements and related
matters.  Please contact me at ( 202) 551-3813 with any other questions.

Sincerely,

Linda Cvrkel
Branch Chief