8-K

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): March 1, 2021

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.

On March 1, 2021, L3Harris Technologies, Inc. (“L3Harris”) issued a press release announcing the signing of definitive agreements under which CAE will acquire L3Harris’ Military Training business for $1.05 billion in cash and RENK AG will acquire L3Harris’ Combat Propulsion Systems and related businesses for about $400 million in cash. The press release also stated that each transaction is subject to customary closing conditions, including receipt of regulatory approvals, and is expected to close in the second half of 2021 and that L3Harris expects to use the proceeds from the divestitures to repurchase shares of its common stock. The full text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

      The following exhibit is furnished herewith:

Exhibit Number	Description
99.1	Press Release, issued by L3Harris Technologies, Inc. on March 1, 2021
104	Cover Page Interactive Data File formatted in Inline XBRL

1

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/ Scott T. Mikuen
		Name:	Scott T. Mikuen
Date: March 1, 2021		Title:	Senior Vice President, General Counsel and Secretary

2

EX-99.1

Exhibit 99.1

News Release

Contacts:

Rajeev Lalwani    Jim Burke

Investor Relations    Media Relations

Rajeev.Lalwani@L3Harris.comJim.Burke@L3Harris.com

321-727-9383    321-727-9131

L3Harris Technologies Signs Definitive Agreements to Sell Its Military Training and Combat Propulsion Systems Businesses for $1.45 Billion

MELBOURNE, Fla., March 1, 2021 — L3Harris Technologies (NYSE: LHX) has signed definitive agreements to sell its Military Training business to CAE and its Combat Propulsion Systems and related businesses to RENK AG for a combined $1.45 billion. Each transaction is subject to customary closing conditions, including receipt of regulatory approvals, and is expected to close in the second half of 2021.

Under the first agreement, CAE (NYSE: CAE; TSX: CAE) will acquire L3Harris’ Military Training business for $1.05 billion in cash. With annual revenue of approximately $500 million, the Military Training business provides a wide range of training systems, simulations and related services to U.S. and international military customers.

Under the second agreement, RENK AG will acquire L3Harris’ Combat Propulsion Systems and related businesses for about $400 million in cash. With annual revenue of approximately $230 million, the Combat Propulsion Systems business manufactures military engines and transmissions.

“With today’s announcement, we have now completed or announced divestitures of businesses with a combined $1.4 billion of revenue for $2.5 billion in expected proceeds, and our portfolio shaping process is ongoing,” said William M. Brown, Chairman and CEO, L3Harris. “These agreements place our Military Training and Combat Propulsion Systems and related businesses with well-suited buyers, while positioning L3Harris to further focus on its core technologies and execute its strategic priorities.”

Proceeds from the divestitures are expected to be used for share repurchases.

About CAE

CAE is a high technology company, at the leading edge of digital immersion, providing solutions to make the world a safer place. Backed by a record of more than 70 years of industry firsts, CAE continues to reimagine the customer experience and revolutionize training and operational support solutions in civil aviation, defence and security, and healthcare. The company is the partner of choice to customers

worldwide who operate in complex, high-stakes and largely regulated environments, where successful outcomes are critical. Testament to its customers’ ongoing needs for its solutions, over 60 percent of CAE’s revenue is recurring in nature. CAE has the broadest global presence in its industry, with approximately 10,000 employees, 160 sites and training locations in over 35 countries. www.cae.com

About RENK AG

Headquartered in Augsburg, Germany, RENK AG is a globally leading manufacturer of high-quality gear units, automatic transmissions, slide bearings, suspension systems, couplings and test systems. It serves a diverse range of end-markets with a particular focus on armored vehicles, defense and civil marine, energy production, plastics, oil & gas and others. With over 2,600 employees, RENK AG generated EUR 559 million of revenues in 2019. www.renk-ag.com

About L3Harris Technologies

L3Harris Technologies is an agile global aerospace and defense technology innovator, delivering end-to-end solutions that meet customers’ mission-critical needs. The company provides advanced defense and commercial technologies across air, land, sea, space and cyber domains. L3Harris has approximately $18 billion in annual revenue and 48,000 employees, with customers in more than 100 countries. L3Harris.com.

Advisors

Morgan Stanley & Co. LLC is acting as financial advisor and Sullivan & Cromwell LLP is serving as legal counsel on the Military Training transaction for L3Harris. Moelis & Company LLC is serving as financial advisor and Simpson Thacher & Bartlett LLP as legal counsel for the Combat Propulsion Systems and related businesses transaction.

Forward-looking Statements

This press release contains forward-looking statements that reflect management's current expectations, assumptions and estimates of future performance and economic conditions. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this press release include but are not limited to anticipated timing of the closing of the transactions and the anticipated use of proceeds. The company cautions investors that any forward-looking statements are subject to risks and uncertainties (many of which are difficult to predict and generally beyond the company’s control) that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. The following factors, among others, could cause actual results to differ materially from the forward-looking statements or historical performance: delays in, or failures in respect of, anticipated satisfaction of closing conditions or the ability to obtain regulatory approvals and satisfy other closing conditions in a timely manner or at all, and other potential uses of proceeds. The forward-looking statements speak only as of the date of this press release, and the company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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XML

Cover Page	Mar. 01, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 01, 2021
Entity Registrant Name	L3HARRIS TECHNOLOGIES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-3863
Entity Tax Identification Number	34-0276860
Entity Address, Address Line One	1025 West NASA Boulevard
Entity Address, City or Town	Melbourne,
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32919
City Area Code	321
Local Phone Number	727-9100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	LHX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000202058
Amendment Flag	false