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
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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.
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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