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SEC Comment Letter for L3HARRIS TECHNOLOGIES, (LHX) — Sep 12, 2013

L3HARRIS TECHNOLOGIES, INC. /DE/
Date: Sept. 12, 2013 · CIK: 0000202058 · Accession: 0000000000-13-050224

AI Filing Summary & Sentiment

File numbers found in text: 001-03863

Date
September 12, 2013
Author
/s/ Linda Cvrkel
Form
UPLOAD
Company
L3HARRIS TECHNOLOGIES, INC. /DE/

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE September 12, 2013 Via E-mail Gary L. McArthur Chief Financial Officer Harris Corporation 1025 West NASA Boulevard Melbourne, Florida 32919

Re: Harris Corporation Form 10-K for the fiscal year ended June 28, 2013 Filed August 26, 2013 File No. 001-03863

Dear Mr. McArthur :

We have reviewed your filings and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by confirming that you will revise your document in future filings and by prov iding any requested information . If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in res ponse to these comments, we may have additional comments.

Form 10 -K

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page

Liquidity, Capital Resources and Financial Strategies, page 43

1. Please revise your cash flow analysis to cover the three -year period in your financial statements. You should consider using year -to-year comparisons or any other formats that in your judgment enhance a reader's understanding. Please confirm your underst anding of this matter and that you will revise your liquidity discussion, accordingly. Refer to Instruction 1 to Item 303(A) of Regulation S -K.

Gary L. McArthur Harris Corporation September 12, 2013 Page 2

Financial Statements, page 53

Notes to Consolidated Financial Statements, page 62

Note 8: Goodwill, page 71

2. We note from the disclosu re included in Note 8 that the c ompany reclassified goodwill aggregating $678.4 million associated with the Integrated Network Solutions segment to discontinued operations during the year ended June 29, 2012. Please explain to us how the company calculated or determined the amount of goodwill that was reclassified to discontinued operations during the fiscal year ended June 29, 2012.

Note 22: Income Taxes, page 82

3. We note from the disclosure included in Note 22 that the company has not recognized a provision for United States income taxes on $324.6 million of undistributed earnings of international subsidiaries because it is your intention to reinvest those earnings indefinitely and the determination of unrecognized defer red U.S tax liability for the undistributed earnings of such subsidiaries is not practicable. Please revise your discussion in the Liquidity and Capital Resources section of MD&A to discuss the amount of cash held by your foreign subsidiaries at the most recent balance sheet date, the fact that you would be required to recognize U.S. income taxes on such funds if they were repatriated to the United States and a statement indicating that you have no current plans to repatriate such funds.

Note 23: Fair Va lue Measurements, page 84

4. We note that you disclose the fair value of the assets of CIS measured at fair value on a non-recurring basis at June 28, 2013 in accordance with ASC 820 -10-50-2. However, we note from pages 64 and 72 of your Form 10 -K, that fai r value calculations were required in the fourth quarter of fiscal 2013 related to the impairments of long -lived and intangible assets. Please revise your disclosures regarding the fair values of assets measured at fair value on a non -recurring basis to i nclude all such assets at June 28, 2013.

Form 8 -K filed July 30, 2013

Exhibit 99.1

5. We note that tables 5 and 6 present essentially a non -GAAP income statement for the three and twelve months periods ended June 28, 2013 and June 29, 2012. Please note that this non -GAAP presentation is generally not considered appropriate as it places undue prominence on non -GAAP information as outlined in Section 102.10 of the Compliance and Disclosure Interpretations on Non -GAAP Financial Measures

Gary L. McArthur Harris Corporation September 12, 2013 Page 3

maintained on the C ommissions website at http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm . This format may be confusing to investors as it reflects non -GAAP measures which have no t been otherwise described to investors. In this regard, we note that only non -GAAP income from continuing operations, non -GAAP operating income, and non -GAAP operating margin are discussed in the accompanying narrative. To eliminate potential investor c onfusion, please disclose only those non -GAAP measures used by management that you wish to highlight for investors, with the appropriate disclosures and reconciliations for each individual non -GAAP measure. The current non -GAAP income presentation should be eliminated from any future press releases that are filed or furnished in future Form 8 -K filings.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the informa tion the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the discl osures they have made.

In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any perso n under the federal securities laws of the United States.

You may contact Heather Clark at 202 -551-3624 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,
/s/ Linda Cvrkel

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        September 12, 2013

Via E-mail
Gary L. McArthur
Chief Financial Officer
Harris Corporation
1025 West NASA Boulevard
Melbourne, Florida 32919

Re: Harris Corporation
 Form 10-K for the fiscal year ended June 28, 2013
Filed  August 26, 2013
 File No.  001-03863

Dear Mr. McArthur :

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by confirming that you will revise
your document in future filings and by prov iding any requested information .  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in res ponse to these comments, we may
have additional comments.

Form 10 -K

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
31

Liquidity, Capital Resources and Financial Strategies, page 43

1. Please revise your cash flow analysis to cover the three -year period in your financial
statements.  You should consider using year -to-year comparisons or any other formats
that in your judgment enhance a reader's understanding.  Please confirm your
underst anding of this matter and that you will revise your liquidity discussion,
accordingly.  Refer to Instruction 1 to Item 303(A) of Regulation S -K.

Gary L. McArthur
Harris  Corporation
September 12, 2013
Page 2

 Financial Statements, page 53

Notes to Consolidated Financial Statements, page 62

Note 8:  Goodwill, page 71

2. We note from the disclosu re included in Note 8 that the c ompany reclassified goodwill
aggregating $678.4 million associated with the Integrated Network Solutions segment to
discontinued operations during the year ended June 29, 2012.  Please explain to  us how
the company calculated or determined the amount of goodwill that was reclassified to
discontinued operations during the fiscal year ended June 29, 2012.

Note 22:  Income Taxes, page 82

3. We note from the disclosure included in Note 22 that the company has not recognized a
provision for United States income taxes on $324.6 million of undistributed earnings of
international subsidiaries because it is your intention to reinvest those earnings
indefinitely and the determination of unrecognized defer red U.S tax liability for the
undistributed earnings of such subsidiaries is not practicable.  Please revise your
discussion in the Liquidity and Capital Resources section of MD&A to discuss the
amount of cash held by your foreign subsidiaries at the most recent balance sheet date,
the fact that you would be required to recognize U.S. income taxes on such funds if they
were repatriated to the United States and a statement indicating that you have no current
plans to repatriate such funds.

Note 23:  Fair Va lue Measurements, page 84

4. We note that you disclose the fair value of the assets of CIS measured at fair value on a
non-recurring basis at June 28, 2013 in accordance with ASC 820 -10-50-2.  However, we
note from pages 64 and 72 of your Form 10 -K, that fai r value calculations were required
in the fourth quarter of fiscal 2013 related to the impairments of long -lived and intangible
assets.  Please revise your disclosures regarding the fair values of assets measured at fair
value on a non -recurring basis to i nclude all such assets at June 28, 2013.

Form 8 -K filed July 30, 2013

Exhibit 99.1

5. We note that tables 5 and 6 present essentially a non -GAAP income statement for the
three and twelve months periods ended June 28, 2013 and June 29, 2012.  Please note
that this non -GAAP presentation is generally not considered appropriate as it places
undue prominence on non -GAAP information as outlined in Section 102.10 of the
Compliance and Disclosure Interpretations on Non -GAAP Financial Measures

Gary L. McArthur
Harris  Corporation
September 12, 2013
Page 3

 maintained on the C ommissions website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm .  This format may be
confusing to investors as it reflects non -GAAP measures which have no t been otherwise
described to investors.  In this regard, we note that only non -GAAP income from
continuing operations, non -GAAP operating income, and non -GAAP operating margin
are discussed in the accompanying narrative.  To eliminate potential investor c onfusion,
please disclose only those non -GAAP measures used by management that you wish to
highlight for investors, with the appropriate disclosures and reconciliations for each
individual non -GAAP measure.  The current non -GAAP income presentation should be
eliminated from any future press releases that are filed or furnished in future Form 8 -K
filings.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the informa tion the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the discl osures they have made.

 In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any perso n under the federal securities laws of the United States.

You may contact Heather Clark at 202 -551-3624 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,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief