SEC Company Response from L3HARRIS TECHNOLOGIES, (LHX) — Oct 23, 2015
L3HARRIS TECHNOLOGIES, INC. /DE/
Date: Oct. 23, 2015 · CIK: 0000202058 · Accession: 0001193125-15-352116
AI Filing Summary & Sentiment
File numbers found in text: 001-03863
Referenced dates: September 24, 2015
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CORRESP 1 filename1.htm CORRESP HARRIS CORPORATION Scott T. Mikuen Senior Vice President, General Counsel and Secretary 1025 West NASA Boulevard Melbourne, FL USA 32919 phone 1-321-727-9125 efax 1-321-727-9616 smikuen@harris.com Via Electronic Submission (Correspondence) October 23, 2015 Anne Nguyen Parker Assistant Director Office of Transportation and Leisure Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Harris Corporation Form 10-K for Fiscal Year ended July 3, 2015 Filed August 31, 2015 File No. 001-03863 Dear Ms. Parker: On behalf of Harris Corporation (“Harris”), I hereby submit our response to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) on Harris’ Annual Report on Form 10-K for the fiscal year ended July 3, 2015 (the “Fiscal 2015 Form 10-K”), as set forth in your letter dated September 24, 2015 (the “Comment Letter”). For reference purposes, the text of the Staff’s one numbered comment in the Comment Letter is set forth below in bold, followed by our response thereto. Page references in our response are references to pages in our Fiscal 2015 Form 10-K, unless otherwise noted. Staff Comment: “Business, page 1 1. We note that you discuss a number of your contracts and that you reference the potential or aggregate value of such contracts. For example, we note disclosure that: • [W]e are the prime contractor and system architect under a 20-year contract awarded in July 2002, with a potential value of $5 billion, for the FAA Telecommunications Infrastructure (“FTI”) program; • We recently have been awarded multiple contracts for essential elements of the FAA’s multi-billion dollar Next Generation Air Transportation System (“NextGen”) initiative to transform the U.S. air traffic control system to meet future requirements, including: Ms. Anne Nguyen Parker Securities and Exchange Commission October 23, 2015 Page 2 • 7-year contracts, with an aggregate contract value of $481 million, for the Data Communications Integrated Services (“Datacomm”) program…; • A 15-year, $291 million NextGen National Airspace System (“NAS”) Voice System contract…; • An 8-year, $238 million single-award IDIQ contract from the FAA for the Common Support Services Weather program…; and • A 5-year, $63 million NAS Enterprise Messaging Service IDIQ contract…; • [We are party to] the NOAA Geostationary Operational Environmental Satellite — Series R (“GOES-R”) Ground and Antenna Segment weather programs. Under two 10-year contracts, with an aggregate potential value of approximately $1 billion (including change orders)…; • We are also modernizing the ground segment of the Tracking and Data Relay Satellite System (“TDRSS”) network under a 5-year contract, potentially worth $140 million; • In fiscal 2014, we were awarded two 5-year, single-award IDIQ contracts, with an aggregate contract value of $773 million, by the NGA for the Foundation GEOINT Content Management (“FGCM”) program; and • The U.S. Army Modernization of Enterprise Terminals (“MET”) program, for which we are developing, under a 10-year contract awarded in fiscal 2009 with potential value of $600 million… In each place where you discuss the aggregate or potential value of your contracts, please disclose: • The potential value remaining on the contract; • Any milestones that must be achieved, reviews that must be performed, or other material conditions or contingencies that must be met in order to move forward; • Any potential for de-funding or other constraints; and • Any other circumstances under with the program or contract may be truncated, cancelled or terminated.” Harris Response: The Staff’s comment identifies certain instances in “Item 1. Business” in our Fiscal 2015 Form 10-K in which we reference potential or aggregate value of contracts and requests certain additional disclosure in respect of those contracts, as indicated in the last four bullets in the Staff’s comment above. As discussed in greater detail below, “Item 1. Business” and other parts of our Fiscal 2015 Form 10-K include robust disclosure of: risks, contingencies, conditions and other uncertainties related to our U.S. Government contracts and our performance thereof, including program/contract funding risks and other constraints and termination, cancellation and modification, including termination for the convenience of the U.S. Government; and other Ms. Anne Nguyen Parker Securities and Exchange Commission October 23, 2015 Page 3 cautionary statements. We believe the identified references to potential or aggregate value of contracts should be read within the overall context of such robust disclosure and our purpose for including discussions of specific U.S. Government programs and contracts. We believe that, when considered in that context, the disclosure in our Fiscal 2015 Form 10-K addresses the concerns underlying the additional disclosure requested by the Staff in relation to our references to potential or aggregate value of contracts. In our response below, we review our purpose for including discussions of specific U.S. Government programs and contracts in “Item 1. Business” of our Fiscal 2015 Form 10-K. We then review our robust disclosure of risks, contingencies, conditions and other uncertainties related to our U.S. Government contracts and our performance thereof, which accompanies our discussions of specific U.S. Government programs and contracts and which covers several aspects of the additional disclosure requested by the Staff. We also provide, as supplemental disclosure to the Staff for its information, remaining contract value and certain key milestones applicable for the identified contracts for which we have referenced potential or aggregate value. Purpose of Discussions of Specific U.S. Government Programs and Contracts We note preliminarily that all of the identified references to potential or aggregate value of contracts appear in the description of the business of our Government Communications Systems (“GCS”) segment. We also note that the instances in which we use the term “aggregate” in relation to contract value are instances in which we disclose the combined value of multiple contracts for a program. The instances in which we use the term “potential” in relation to contract value connote that value is not certain or guaranteed and is subject to change. Our practice has been to include in “Item 1. Business” of our annual reports on Form 10-K discussions of specific U.S. Government programs or contracts to serve as examples of our business and performance capabilities, which we otherwise have described more generally, and/or to disclose recent developments or other representative programs for which we have been and/or will be performing work over a longer-term, multi-year period. We believe specific examples of capabilities may aid a reader in developing a better sense of the nature of the work we perform in our business and thus may improve the reader’s overall understanding of our business. We believe that style of discussion also may serve to provide additional context for the reader in other parts of our annual reports on Form 10-K, such as in respect of programs that may be discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We note, for instance, that many of the programs for which the Staff identified references to potential or aggregate value of contracts are cited in the year-over-year comparisons in the Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) results of operations discussion for our GCS segment on pages 47-48. Ms. Anne Nguyen Parker Securities and Exchange Commission October 23, 2015 Page 4 With regard to references to potential or aggregate value in our discussion of specific U.S. Government contracts, our practice has been to present the contract value in conjunction with the contract duration and not merely the value alone. Potential or aggregate value, in conjunction with contract duration, can be an indication of the scope, magnitude and complexity of the work on the contract and related program; the importance of the contract and related program to our U.S. Government customer and its mission; and the significance of our role for that customer, which we believe may enhance a reader’s overall understanding of our business. All of the identified references to potential or aggregate value of contracts in “Item 1. Business” in our Fiscal 2015 Form 10-K relate to ordinary course of business contracts and programs for our GCS segment and follow our practices described above. To illustrate more specifically, we review those identified references in more detail below. FTI; DataComm For instance, in our discussion of the “Civil Market” served by our GCS segment (beginning on page 5), we generally describe that “[w]e provide highly reliable, mission-critical communications and information processing systems that meet the most demanding needs of civilian U.S. Government agencies, including the Federal Aviation Administration (‘FAA’) and the National Oceanic and Atmospheric Administration (‘NOAA’).” We describe that “[w]e use our ability to implement and manage large, complex programs that integrate secure, advanced communications and information processing technologies…” and that “[o]ur networks and information systems for large-scale, geographically dispersed enterprises offer advanced capabilities for collecting, processing, analyzing, interpreting, displaying, distributing, storing and retrieving data.” (emphasis added). The two paragraphs following that description then discuss FAA-specific examples of capabilities and recent developments – the FAA Telecommunications Infrastructure (“FTI”) program and the FAA’s Next Generation Air Transportation System (“NextGen”) initiative. The first of those two paragraphs, which relates to FTI, begins “[a]s an example of our capabilities, we are the prime contractor and system architect under a 20-year contract awarded in July 2002, with a potential value of $5 billion, for the [FTI] program to integrate, modernize, operate and maintain the communications infrastructure for the U.S. air traffic control system.” The paragraph continues that “the FTI network … is a fully operational, modern, secure and efficient network providing voice, data and video communications deployed at approximately 4,500 FAA sites across the U.S. … .” The second of those two paragraphs provides recent examples of contracts related to NextGen, a major initiative to transform the U.S. air traffic control system to meet future requirements. Those examples also give an indication of our business and performance capabilities. We reproduce below those examples for reference: • 7-year contracts, with an aggregate contract value of $481 million, for the Data Communications Integrated Services (“Datacomm”) program Ms. Anne Nguyen Parker Securities and Exchange Commission October 23, 2015 Page 5 (including the Data Communications Network Service component) to transform voice-based air traffic control to automated air traffic management; • A 15-year, $291 million NextGen National Airspace System (“NAS”) Voice System contract to create a modern Voice Over Internet Protocol (“VoIP”) network for communications among air traffic controllers, pilots and ground personnel; • An 8-year, $238 million single-award IDIQ contract from the FAA for the Common Support Services Weather program to design and implement a system that provides real-time weather information across the NAS; and • A 5-year, $63 million NAS Enterprise Messaging Service IDIQ contract that provides the Systems Wide Information Management program with enterprise-wide data sharing for a variety of critical information such as flight planning, traffic flow, surface radar and weather. We note that the aggregate contract value referenced in the bullets above is for the Datacomm program and that the $481 million referenced for the 7-year contracts is comprised of $331 million for the original Data Communications Integrated Services contract and $150 million for the Data Communications Network Service contract, which is part of the Datacomm program. GOES-R; TDRSS In our discussion of the “Civil Market” served by our GCS segment (beginning on page 5), we also describe our “satellite ground data processing [capabilities], in which our systems consisting of complex suites of hardware and software receive sensor data from satellites and turn it into useable information.” (emphasis added). We include two paragraphs that discuss specific programs as examples that provide additional detail and elaborate on that general summary description – the NOAA Geostationary Operational Environmental Satellite — Series R (“GOES-R”) Ground and Antenna Segment weather programs and the Tracking and Data Relay Satellite System (“TDRSS”) network for the Space Network Ground Segment Sustainment (“SGSS”) program. The first of those two paragraphs, which relates to GOES-R, begins “[a]nother example of our capabilities relates to the [GOES-R] Ground and Antenna Segment weather programs. Under two 10-year contracts, with an aggregate potential value of approximately $1 billion (including change orders), we are providing a complete, end-to-end solution to design, develop, deploy and operate the ground segment system that will receive and process satellite data and generate and distribute weather data to more than 10,000 direct users, as well as providing the command and control of operational satellites.” The paragraph continues that “[w]e also are supplying antennas and control systems that will provide communications links for command, telemetry and sensor data, as well as the communications link to direct data users. The new antennas will operate with next-generation GOES-R satellites and will be compatible with existing GOES-N through GOES-P satellites.” Ms. Anne Nguyen Parker Securities and Exchange Commission October 23, 2015 Page 6 The second of those two paragraphs, which relates to TDRSS, describes that “[w]e also are modernizing the ground segment of the [TDRSS] network under a 5-year contract, potentially worth $140 million, for the [SGSS] program for the National Aeronautics and Space Administration (‘NASA’). The TDRSS network is used by satellites and spacecraft in low-Earth orbit to relay data continuously to ground stations in White Sands, New Mexico and in Guam. The modernization will improve situational awareness for TDRSS network operators, upgrade computing and signal processing equipment, enhance reliability and maintainability, improve efficiency and reduce operations and sustainment costs.” FGCM In our discussion of the “National Intelligence Market” served by our GCS segment (beginning on page 6), we generally describe that “[w]e are a major developer, supplier and integrator of communications and information processing products, systems and networks for a diverse base of U.S. Intelligence Community programs” and that “[s]erving primarily national intelligence and security agency customers, including the NSA, the National Reconnaissance Office and the National Geospatial-Intelligence Agency (“NGA”), we provide integrated [Intelligence, Surveillance and Reconnaissance] solutions that improve situational awareness, data collection accuracy and product analysis by correlating near real-time mission data and intelligence reference data for display and analysis by strategic and tactical planners and decision makers.” Due to applicable limitations, we note that “classified programs generally are not discussed” in our Fiscal 2015 Form 10-K. We include a paragraph tha