EXHIBIT 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Presented below is Harris Corporation’s (“Harris”, references to “we”, “our” or “us” being references to Harris) historical and pro forma condensed combined financial information as of and for the three quarters ended March 30, 2007 and for the fiscal year ended June 30, 2006. The unaudited pro forma condensed combined financial information gives effect to our acquisition of Multimax Incorporated (“Multimax”) on June 15, 2007 for $402 million which was financed with $400 million in short term commercial paper issued in June 2007.
The unaudited pro forma condensed combined financial information is based on the estimates and assumptions included in the notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial information has been prepared using the purchase method of accounting in which the total cost of the Multimax acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the effective date of the acquisition. The adjustments included in the unaudited pro forma condensed combined financial information represent the preliminary determination of such adjustments based upon currently available information. We have obtained a third-party valuation of the acquired identifiable intangible assets. In addition, we are in the process of strategically assessing our combined business which may give rise to additional purchase liabilities. Accordingly, the actual adjustments to be recorded in connection with the final purchase price allocation may differ from the pro forma adjustments reflected within the unaudited pro forma condensed combined consolidated information. Such revisions to the preliminary purchase price allocation could have a significant impact on the pro forma amounts. We expect to finalize the purchase price allocation within one year from the date of the Multimax acquisition.
We combined our unaudited condensed consolidated statement of income for the three quarters ended March 30, 2007 with Multimax’s unaudited statement of income for the nine months ended March 31, 2007 and our audited consolidated statement of income for our fiscal year ending June 30, 2006 with Multimax’s unaudited statement of income for twelve months ending June 30, 2006. We combined our March 30, 2007 unaudited condensed consolidated balance sheet with Multimax’s unaudited balance sheet as of March 31, 2007 and our June 30, 2006 audited consolidated balance sheet with Multimax’s unaudited balance sheet as of June 30, 2006.
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that might have been achieved had the transaction occurred as of an earlier date, and they are not necessarily indicative of future operating results or financial position. These pro forma amounts do not, therefore, project our financial position or results of operations for any future date or period. You should read the unaudited pro forma condensed combined financial information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2006 and in our Quarterly Report on Form 10-Q for the three quarters ended March 30, 2007.
1
Harris Corporation and Subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Income
For the Three Quarters Ended March 30, 2007
(In millions)
| | | | | | | | | | | | | | | | | | | | |
| | | | | | Historical | | | | | | | | | | | Pro Forma | |
| | Historical | | | Multimax | | | Adjustments | | | | | | | Consolidated | |
| | Harris | | | Incorporated | | | for | | | Consolidation | | | After | |
| | Corporation | | | (A) | | | Acquisition | | | Adjustments | | | Acquisition | |
Revenue from product sales and services | | $ | 3,035.4 | | | $ | 288.8 | | | $ | — | | | $ | (24.3 | ) | (E) | $ | 3,299.9 | |
| | | | | | | | | | | | | | | | | | | | |
Cost of product sales and services | | | (2,043.7 | ) | | | (199.3 | ) | | | — | | | | 24.3 | | (E) | | (2,218.7 | ) |
Engineering, selling and administrative expenses | | | (592.3 | ) | | | (42.1 | ) | | | (6.1 | ) | (B) | | — | | | | (640.5 | ) |
Gain on combination with Stratex Networks, Inc. | | | 163.4 | | | | — | | | | — | | | | — | | | | 163.4 | |
Non-operating income (loss) | | | (15.9 | ) | | | 0.1 | | | | — | | | | — | | | | (15.8 | ) |
Interest income | | | 9.5 | | | | — | | | | — | | | | — | | | | 9.5 | |
Interest expense | | | (30.1 | ) | | | (0.3 | ) | | | (16.5 | ) | (C) | | — | | | | (46.9 | ) |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Income before income taxes and minority interest | | | 526.3 | | | | 47.2 | | | | (22.6 | ) | | | — | | | | 550.9 | |
Income taxes | | | (140.1 | ) | | | (33.0 | ) | | | 24.9 | | (D) | | — | | | | (148.2 | ) |
Minority interest in Harris Stratex Networks, Inc. | | | 6.6 | | | | — | | | | — | | | | — | | | | 6.6 | |
| | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 392.8 | | | $ | 14.2 | | | $ | 2.3 | | | $ | — | | | $ | 409.3 | |
| | | | | | | | | | | | | | | |
See accompanying Notes to Unaudited Pro Forma Condensed Combined Statement of Income.
2
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME FOR THE
THREE QUARTERS ENDED MARCH 30, 2007
(A) | | Certain historical Multimax financial information has been reclassified to conform to Harris’s presentation. |
(B) | | Reflects the additional amortization expense on the identified intangibles of $115 million recorded as a result of the Multimax acquisition as determined by a third-party appraiser. The $115 million of identified intangibles will be amortized over 10 years on a straight-line basis. The $6.1 million of additional expense is $8.6 million of amortization on the new identified intangible for 9 months offset by the amortization of $2.5 million recorded by Multimax for the nine months ending March 31, 2007 on their historical intangibles which will be written-off as part of the purchase accounting adjustments. |
(C) | | Reflects $16.5 million of additional interest expense for the three quarters ended March 30, 2007 on the $400 million of commercial paper issued to fund the acquisition at a weighted average interest rate of 5.5%. |
(D) | | Reflects the related tax impact of the pro-forma adjustments assuming a 38% effective tax rate. |
(E) | | Elimination of the revenue and cost of sales on the intercompany activity between Harris and Multimax. |
3
Harris Corporation and Subsidiaries
Unaudited Pro Forma Condensed Combined Balance Sheet
As of March 30, 2007
(In millions)
| | | | | | | | | | | | | | | | | | | | |
| | | | | | Historical | | | | | | | | | | | Pro Forma | |
| | Historical | | | Multimax | | | Adjustments | | | | | | | Consolidated | |
| | Harris | | | Incorporated | | | for | | | | | | | After | |
| | Corporation | | | (A) | | | Acquisition | | | | | | | Acquisition | |
Assets | | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 481.8 | | | $ | 15.4 | | | $ | (13.4 | ) | | | (C | ) | | $ | 483.8 | |
Short-term investments | | | 40.8 | | | | 4.0 | | | | (4.0 | ) | | | (C | ) | | | 40.8 | |
Receivables | | | 630.3 | | | | 79.4 | | | | — | | | | | | | | 709.7 | |
Inventories | | | 523.0 | | | | — | | | | — | | | | | | | | 523.0 | |
Deferred income taxes | | | 112.0 | | | | 6.1 | | | | — | | | | | | | | 118.1 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 1,787.9 | | | | 104.9 | | | | (17.4 | ) | | | | | | | 1,875.4 | |
Other Assets | | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment | | | 451.2 | | | | 3.3 | | | | — | | | | | | | | 454.5 | |
Goodwill | | | 1,207.1 | | | | 33.9 | | | | 219.2 | | | | (C | ) | | | 1,460.2 | |
Identifiable intangible assets | | | 313.7 | | | | 11.3 | | | | 103.7 | | | | (D | ) | | | 428.7 | |
Non-current assets | | | 5.1 | | | | — | | | | — | | | | | | | | 5.1 | |
Other assets | | | 175.8 | | | | 4.3 | | | | — | | | | | | | | 180.1 | |
| | | | | | | | | | | | | | | | |
| | | 2,152.9 | | | | 52.8 | | | | 322.9 | | | | | | | | 2,528.6 | |
| | | | | | | | | | | | | | | | |
| | $ | 3,940.8 | | | $ | 157.7 | | | $ | 305.5 | | | | | | | $ | 4,404.0 | |
| | | | | | | | | | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | | |
Short-term debt | | $ | 8.9 | | | $ | — | | | $ | 400.0 | | | | (E | ) | | $ | 408.9 | |
Accounts payable | | | 279.1 | | | | 16.2 | | | | — | | | | | | | | 295.3 | |
Compensation and benefits | | | 186.6 | | | | 21.7 | | | | — | | | | | | | | 208.3 | |
Other accrued items | | | 183.3 | | | | 2.9 | | | | 2.0 | | | | (F | ) | | | 188.2 | |
Advance payments and unearned income | | | 162.1 | | | | — | | | | — | | | | | | | | 162.1 | |
Income taxes payable | | | 55.6 | | | | 0.3 | | | | (0.3 | ) | | | (C | ) | | | 55.6 | |
Current portion of long-term debt | | | 310.4 | | | | — | | | | — | | | | | | | | 310.4 | |
| | | | | | | | | | | | | | | | |
Total current liabilities | | | 1,186.0 | | | | 41.1 | | | | 401.7 | | | | | | | | 1,628.8 | |
Other Liabilities | | | | | | | | | | | | | | | | | | | | |
Non-current deferred income taxes | | | 24.5 | | | | (19.5 | ) | | | 39.9 | | | | (B | ) | | | 44.9 | |
Long-term debt | | | 411.0 | | | | — | | | | — | | | | | | | | 411.0 | |
| | | | | | | | | | | | | | | | | | | | |
Minority interest in Harris Stratex Networks | | | 323.9 | | | | — | | | | — | | | | | | | | 323.9 | |
| | | | | | | | | | | | | | | | | | | | |
Shareholders’ Equity | | | | | | | | | | | | | | | | | | | | |
Preferred stock | | | — | | | | — | | | | — | | | | | | | | — | |
Common stock | | | 133.2 | | | | 65.0 | | | | (65.0 | ) | | | (C | ) | | | 133.2 | |
Other capital | | | 301.2 | | | | 30.4 | | | | (30.4 | ) | | | (C | ) | | | 301.2 | |
Retained earnings | | | 1,563.3 | | | | 40.7 | | | | (40.7 | ) | | | (C | ) | | | 1,563.3 | |
Accumulated other comprehensive income (loss) | | | (2.3 | ) | | | — | | | | — | | | | | | | | (2.3 | ) |
| | | | | | | | | | | | | | | | |
Total shareholders’ equity | | | 1,995.4 | | | | 136.1 | | | | (136.1 | ) | | | | | | | 1,995.4 | |
| | | | | | | | | | | | | | | | |
| | $ | 3,940.8 | | | $ | 157.7 | | | $ | 305.5 | | | | | | | $ | 4,404.0 | |
| | | | | | | | | | | | | | | | |
See accompanying Notes to Unaudited Pro Forma Condensed Combined Balance Sheet.
4
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF MARCH 30, 2007
(A) | | Certain historical Multimax financial information has been reclassified to conform to Harris’s presentation. |
(B) | | Record deferred tax liability of $43.7 million on the acquired identifiable intangibles of $115 million offset by the elimination of $3.7 million of existing deferred taxes on Multimax’s historical identifiable intangibles. |
(C) | | Record $253.1 million of goodwill on the acquisition of Multimax offset by the elimination of the $33.9 million of Multimax’s historical goodwill and eliminate Multimax’s historical equity based on the following computations, estimates and assumptions as if we had acquired Multimax on March 30, 2007: |
| | | | |
Purchase price | | $ | 402.0 | |
Plus transaction costs | | | 2.0 | |
Less cash acquired | | | (2.0 | ) |
| | | |
Total purchase price | | | 402.0 | |
| | | | |
Less fair value of net assets acquired | | | | |
Net assets per historical Multimax balance sheet on March 31, 2007 | | | 136.1 | |
Eliminate historical Multimax assets and liabilities not acquired/assumed, including historical goodwill and intangibles | | | (58.5 | ) |
Fair value adjustments related to the acquisition | | | 71.3 | |
| | | |
Fair value of net assets acquired | | | 148.9 | |
| | | |
Goodwill resulting from the acquisition as if acquired on March 30, 2007 | | $ | 253.1 | |
| | | |
(D) | | Record the $115 million of identifiable intangibles as valued by a third-party appraiser offset by the elimination of $11.3 million of Multimax’s historical identifiable intangibles. |
(E) | | Record the $400 million of commercial paper issued to fund the acquisition of Multimax. |
(F) | | Accrue for the $2 million of transaction costs incurred. |
5
Harris Corporation and Subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Income
For the Fiscal Year Ended June 30, 2006
(In millions)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Historical | | | | | | | | | | | | | | | | | | | Pro Forma | |
| | Historical | | | Multimax | | | Adjustments | | | | | | | | | | | | | | | Consolidated | |
| | Harris | | | Incorporated | | | for | | | | | | | Consolidation | | | | | | | After | |
| | Corporation | | | (A) | | | Acquisition | | | | | | | Adjustments | | | | | | | Acquisition | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue from product sales and services | | $ | 3,474.8 | | | $ | 307.6 | | | $ | — | | | | | | | $ | (10.5 | ) | | | (E | ) | | $ | 3,771.9 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of product sales and services | | | (2,372.7 | ) | | | (163.5 | ) | | | — | | | | | | | | 10.5 | | | | (E | ) | | | (2,525.3 | ) |
Engineering, selling and administrative expenses | | | (695.4 | ) | | | (52.5 | ) | | | (11.5 | ) | | | (B | ) | | | — | | | | | | | | (759.4 | ) |
Non-operating income (loss) | | | (1.2 | ) | | | 0.5 | | | | — | | | | | | | | — | | | | | | | | (0.7 | ) |
Interest income | | | 11.8 | | | | — | | | | — | | | | | | | | — | | | | | | | | 11.8 | |
Interest expense | | | (36.5 | ) | | | (0.6 | ) | | | (22.0 | ) | | | (C | ) | | | — | | | | | | | | (59.1 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Income before income taxes and minority interest | | | 380.8 | | | | 91.5 | | | | (33.5 | ) | | | | | | | — | | | | | | | | 438.8 | |
Income taxes | | | (142.9 | ) | | | (27.4 | ) | | | 12.7 | | | | (D | ) | | | — | | | | | | | | (162.0 | ) |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 237.9 | | | $ | 64.1 | | | $ | (20.8 | ) | | | | | | $ | — | | | | | | | $ | 276.8 | |
| | | | | | | | | | | | | | | | | | | | | | | |
See accompanying Notes to Unaudited Pro Forma Condensed Combined Statement of Income.
6
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME FOR THE FISCAL YEAR ENDED JUNE 30, 2006
(A) | | Certain historical Multimax financial information has been reclassified to conform to Harris’s presentation. |
(B) | | Reflects the additional amortization expense on the identified intangibles $115 million recorded as a result of the acquisition as determined by a third-party appraiser. The $115 million of identified intangibles will be amortized over 10 years on a straight-line basis. |
(C) | | Reflects $22.0 million of additional interest expense for the fiscal year ended June 30, 2007 on the $400 million of commercial paper issued to fund the acquisition at a weighted average interest rate of 5.5%. |
(D) | | Reflects the related tax impact of the pro-forma adjustments assuming a 38% effective tax rate. |
(E) | | Elimination of the revenue and cost of sales on the intercompany activity between Harris and Multimax. |
7
Harris Corporation and Subsidiaries
Unaudited Pro Forma Condensed Combined Balance Sheet
As of June 30, 2006
(In millions)
| | | | | | | | | | | | | | | | | | | | |
| | | | | | Historical | | | | | | | | | | | Pro Forma | |
| | Historical | | | Multimax | | | Adjustments | | | | | | | Consolidated | |
| | Harris | | | Incorporated | | | for | | | | | | | After | |
| | Corporation | | | (A) | | | Acquisition | | | | | | | Acquisition | |
Assets | | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 181.3 | | | $ | 3.6 | | | $ | (1.6 | ) | | | (C | ) | | $ | 183.3 | |
Short-term investments | | | 112.6 | | | | 14.8 | | | | (14.8 | ) | | | (C | ) | | | 112.6 | |
Receivables | | | 560.6 | | | | 61.4 | | | | — | | | | | | | | 622.0 | |
Inventories | | | 468.9 | | | | 30.9 | | | | — | | | | | | | | 499.8 | |
Deferred income taxes | | | 105.0 | | | | 2.8 | | | | (39.2 | ) | | | (B | ) | | | 68.6 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 1,428.4 | | | | 113.5 | | | | (55.6 | ) | | | | | | | 1,486.3 | |
Other Assets | | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment | | | 365.3 | | | | 2.0 | | | | — | | | | | | | | 367.3 | |
Goodwill | | | 951.1 | | | | 33.8 | | | | 227.7 | | | | (C | ) | | | 1,212.6 | |
Identifiable intangible assets | | | 193.4 | | | | 14.1 | | | | 100.9 | | | | (D | ) | | | 308.4 | |
Non-current assets | | | 4.3 | | | | — | | | | — | | | | | | | | 4.3 | |
Other assets | | | 199.8 | | | | 12.7 | | | | (11.5 | ) | | | (C | ) | | | 201.0 | |
| | | | | | | | | | | | | | | | |
| | | 1,713.9 | | | | 62.6 | | | | 317.1 | | | | | | | | 2,093.6 | |
| | | | | | | | | | | | | | | | |
| | $ | 3,142.3 | | | $ | 176.1 | | | $ | 261.5 | | | | | | | $ | 3,579.9 | |
| | | | | | | | | | | | | | | | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | | |
Short-term debt | | $ | 0.2 | | | $ | 48.1 | | | $ | 351.9 | | | | (E | ) | | $ | 400.2 | |
Accounts payable | | | 235.6 | | | | 13.6 | | | | — | | | | | | | | 249.2 | |
Compensation and benefits | | | 198.4 | | | | 15.7 | | | | — | | | | | | | | 214.1 | |
Other accrued items | | | 148.5 | | | | 6.3 | | | | 2.0 | | | | (F | ) | | | 156.8 | |
Advance payments and unearned income | | | 129.9 | | | | — | | | | — | | | | | | | | 129.9 | |
Income taxes payable | | | 38.1 | | | | — | | | | — | | | | | | | | 38.1 | |
Current portion of long-term debt | | | 1.4 | | | | — | | | | — | | | | | | | | 1.4 | |
| | | | | | | | | | | | | | | | |
Total current liabilities | | | 752.1 | | | | 83.7 | | | | 353.9 | | | | | | | | 1,189.7 | |
Other Liabilities | | | | | | | | | | | | | | | | | | | | |
Non-current deferred income taxes | | | 28.6 | | | | — | | | | — | | | | | | | | 28.6 | |
Long-term debt | | | 699.5 | | | | — | | | | — | | | | | | | | 699.5 | |
| | | | | | | | | | | | | | | | | | | | |
Shareholders’ Equity | | | | | | | | | | | | | | | | | | | | |
Preferred stock | | | — | | | | — | | | | — | | | | | | | | — | |
Common stock | | | 132.8 | | | | — | | | | — | | | | | | | | 132.8 | |
Other capital | | | 264.8 | | | | 65.9 | | | | (65.9 | ) | | | (C | ) | | | 264.8 | |
Retained earnings | | | 1,252.8 | | | | 26.5 | | | | (26.5 | ) | | | (C | ) | | | 1,252.8 | |
Accumulated other comprehensive income (loss) | | | 11.7 | | | | — | | | | — | | | | | | | | 11.7 | |
| | | | | | | | | | | | | | | | |
Total shareholders’ equity | | | 1,662.1 | | | | 92.4 | | | | (92.4 | ) | | | | | | | 1,662.1 | |
| | | | | | | | | | | | | | | | |
| | $ | 3,142.3 | | | $ | 176.1 | | | $ | 261.5 | | | | | | | $ | 3,579.9 | |
| | | | | | | | | | | | | | | | |
See accompanying Notes to Unaudited Pro Forma Condensed Combined Balance Sheet.
8
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF JUNE 30, 2006
(A) | | Certain historical Multimax financial information has been reclassified to conform to Harris’s presentation. |
(B) | | Record deferred tax liability of $43.7 million on the acquired identifiable intangibles of $115 million offset by the elimination of $4.5 million of existing deferred taxes on the Multimax historical identifiable intangibles. |
(C) | | Record $261.5 million of goodwill on the acquisition of Multimax offset by the elimination of the $33.8 million of Multimax historical goodwill and eliminate Multimax historical equity based on the following computations, estimates and assumptions as if we had acquired Multimax on June 30, 2006: |
| | | | |
Purchase price | | $ | 402.0 | |
Plus transaction costs | | | 2.0 | |
Less cash acquired | | | (2.0 | ) |
| | | |
Total purchase price | | | 402.0 | |
| | | | |
Less fair value of net assets acquired | | | | |
Net assets per historical Multimax balance sheet on June 30, 2006 | | | 92.4 | |
Eliminate historical Multimax assets and liabilities not acquired/assumed, including historical goodwill and intangibles | | | (23.2 | ) |
Fair value adjustments related to the acquisition | | | 71.3 | |
| | | |
Fair value of net assets acquired | | | 140.5 | |
| | | |
Goodwill resulting from the acquisition as if acquired on June 30, 2006 | | $ | 261.5 | |
| | | |
(D) | | Record the $115 million of identifiable intangibles as valued by a third-party appraiser offset by the elimination of $14.1 million of Multimax historical identifiable intangibles. |
(E) | | Record the $400 million of commercial paper issued to fund the acquisition of Multimax offset by the elimination of the $48.1 million of historical Mulitmax short-term debt that was not assumed as part of the acquisition. |
(F) | | Accrue for the $2 million of transaction costs incurred. |
9