Edgar Filing: HARRIS CORP /DE/

FORM 11-K

LOGO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

(Mark One)

þ	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-3863

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

Harris Corporation Retirement Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Harris Corporation

1025 West NASA Blvd.

Melbourne, Florida 32919

HARRIS CORPORATION

RETIREMENT PLAN

Audited Financial Statements and Supplemental Schedule

As of December 31, 2012 and 2011

and for the Year Ended December 31, 2012

HARRIS CORPORATION RETIREMENT PLAN

December 31, 2012 and 2011 and for the year ended December 31, 2012

Table of Contents


Report of Independent Registered Certified Public Accounting Firm			1

Audited Financial Statements:

Statements of Net Assets Available for Benefits			2

Statement of Changes in Net Assets Available for Benefits			3

Notes to the Financial Statements			4

Supplemental Information:

Schedule H, Line 4(i) — Schedule of Assets (Held at End of Year)			12

Signature			25

Exhibit:

23.1 Consent of Independent Registered Certified Public Accounting Firm			26

REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

To the Participants and the Harris Corporation Employee Benefits Committee of the

Harris Corporation Retirement Plan

We have audited the accompanying statements of net assets available for benefits of the Harris Corporation Retirement Plan as of December 31, 2012 and 2011, and the related statement of changes in net assets available for benefits for the year ended December 31, 2012. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Harris Corporation Retirement Plan at December 31, 2012 and 2011, and the changes in its net assets available for benefits for the year ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.

Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2012 is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Such information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

/s/ Ernst & Young LLP

Boca Raton, Florida

June 26, 2013

HARRIS CORPORATION RETIREMENT PLAN

Statements of Net Assets Available for Benefits


	December 31, 2012			December 31, 2011
ASSETS
Investments at fair value:
Interest bearing cash	$	6,567,189		$	7,457,049
Preferred stocks		1,761,760			1,604,219
Common stocks		613,337,467			524,726,978
Registered investment companies		230,080,328			225,362,651
Common/collective trust funds		2,256,116,562			2,038,542,850
Synthetic guaranteed investment contract wrappers		248,741			333,759

Total investments at fair value		3,108,112,047			2,798,027,506
Receivables:
Accrued interest and dividends		414,886			639,106
Notes receivable from participants		48,149,474			46,289,594
Due from broker for securities sold		1,082,252			1,187,100

Total receivables		49,646,612			48,115,800

Total assets		3,157,758,659			2,846,143,306
LIABILITIES
Accrued administrative expenses		477,721			446,867
Due to broker for securities purchased		718,076			1,605,819

Total liabilities		1,195,797			2,052,686

Net assets available for benefits at fair value		3,156,562,862			2,844,090,620
Adjustment from fair value to contract value for fully benefit-responsive investment contracts		(26,983,296	)		(19,665,573	)

Net assets available for benefits	$	3,129,579,566		$	2,824,425,047

The accompanying notes are an integral part of these financial statements.

HARRIS CORPORATION RETIREMENT PLAN

Statement of Changes in Net Assets Available for Benefits

For the year ended December 31, 2012


Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments	$	310,515,499
Dividends		15,686,706

Total		326,202,205
Contributions:
Participant rollovers		8,697,805
Employer matching		57,981,082
Participant (other than rollovers)		113,445,124

Total contributions		180,124,011
Interest on notes receivable from participants		1,956,746

Total additions		508,282,962

Deductions from net assets attributed to:
Benefits paid to participants		197,826,190
Administrative expenses		5,302,253

Total deductions		203,128,443

Net increase		305,154,519
Net assets available for benefits:
Beginning of year		2,824,425,047

End of year	$	3,129,579,566

The accompanying notes are an integral part of these financial statements.

HARRIS CORPORATION RETIREMENT PLAN

Notes to the Financial Statements

December 31, 2012 and 2011

NOTE 1 — DESCRIPTION OF PLAN

The following description of the Harris Corporation Retirement Plan (the “Plan”) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General — The Plan is a defined contribution plan with a 401(k) feature covering eligible employees of Harris Corporation and certain of its subsidiaries (collectively, the “Company” or “Employer”) as defined in the Plan document. The Plan Administrator is the Harris Corporation Employee Benefits Committee comprised of persons appointed by Harris Corporation. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

Contributions — Participants may contribute a percentage of eligible compensation, as defined in the Plan document and subject to Internal Revenue Code (the “Code”) limitations, on a pre-tax and/or after-tax basis. After-tax contributions may be made either on a regular after-tax basis or on a designated Roth after-tax basis. Participants age 50 and older by the end of the calendar year can contribute an additional amount above the annual pre-tax/designated Roth after-tax limitation, as defined in the Plan document and subject to Code limitations. The Company matches up to 50% or 100% (depending on business unit) of pre-tax and after-tax contributions subject to a limit of 4%, 5% or 6% (depending on business unit) of eligible compensation for any eligible employee who has completed the Plan’s service requirement (either six months or one year, depending on business unit). Full-time regular participants who make no election with respect to their contribution percentage are deemed to have elected deferment of 6% of eligible compensation on a pre-tax basis. The Company may make discretionary profit sharing contributions to the Plan in an amount determined by the Company, allocated to eligible participants based on eligible compensation as defined in the Plan document. For the year ended December 31, 2012, no profit sharing contributions were made; instead, the Company’s Performance Reward Plan (or similar plan) permitted each participant eligible for such plan to elect a special, unmatched pre-tax contribution to the Plan of 0%, 50% or 100% of the amount otherwise payable to the participant by the Company in cash under the Performance Reward Plan (or similar plan), subject to Code limitations. In addition, participants may rollover amounts to the Plan from other qualified plans.

Payments of Benefits — Prior to termination of employment, a participant may withdraw all or any portion of his or her regular after-tax account balance or rollover balance. A participant may also receive a distribution while employed for financial hardship, as defined in the Plan document, upon attainment of age 59¹/₂ or in certain cases, in connection with active military duty. Upon retirement or other termination of employment, a participant may elect to receive either a lump-sum amount equal to all or a portion of the participant’s vested account, or installments of his or her vested account over a future period.

Participant Loans — The participant loan program permits participants to borrow against their pre-tax, regular after-tax, designated Roth after-tax and rollover contributions. A participant may borrow in increments of $100 from a minimum of $500 to a maximum of 50% of the vested portion of the participant’s account or $50,000 whichever is lower, within certain limitations established by the Plan document. Payback periods range from one to five years unless the loan is to be used for the purchase of a principal residence, in which case the payback period may not exceed ten years. Interest rates are established by the Company based on market rates. Loans are paid back ratably through payroll deductions (or, if the participant is not receiving paychecks, then they are paid back by personal, certified or cashier’s check, money order or electronic transfer). The outstanding loans have been established as a separate fund.

Participant Accounts — Each participant’s account is credited with the participant’s contribution, including the contribution, if any, in respect of the participant’s election under the Company’s Performance Reward Plan (or similar plan), and allocations of (a) the Company’s matching contribution, (b) the Company’s discretionary profit sharing contribution, if any, and (c) Plan earnings, and is charged with an allocation of Plan losses and administrative expenses. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

Vesting — Participants are immediately vested in their pre-tax, regular after-tax, designated Roth after-tax and rollover contributions plus earnings thereon. Vesting in the Employer matching and any profit sharing contributions, plus earnings thereon, is based on years of service, as defined in the Plan document. A participant is 100% vested after four years of service, based on the following schedule:


Years of Service	Vesting Percentage
Less than 1 year		0%
1 year		25%
2 years		50%
3 years		75%
4 years		100%

However, certain vesting schedules applicable to assets merged into the Plan have been preserved, as legally required, and may result in the vesting of Employer contributions plus earnings thereon, more quickly than described above. In addition, in the event of a disposition by the Company of a business or substantially all of the assets of a business, the participants impacted by such disposition may in certain circumstances become 100% vested in Employer contributions plus earnings thereon.

A participant also becomes 100% vested in Employer contributions plus earnings thereon, upon his or her termination of employment after attaining age 55 or on account of his or her death or disability.

Forfeitures — A terminated participant who is not 100% vested will forfeit the non-vested portion of the Company’s contributions unless the participant returns to employment within five years. The forfeited contributions are used first, to restore the accounts of recently located missing participants, as defined in the Plan document; next, to restore the accounts of participants who are reemployed prior to incurring a break in service of five consecutive years; next, to fund any matching or profit sharing contributions to be allocated to participants who are reemployed after a period of qualified military service, as defined in the Plan document; and finally, to reduce future contributions to the Plan by the Company. Forfeited amounts included in Plan assets at December 31, 2012 and 2011 were $704,336 and $883,294, respectively. For the years ended December 31, 2012 and 2011, Company contributions to the Plan were reduced by $1,390,009 and $1,143,000, respectively, from forfeited non-vested accounts.

Plan Termination — Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.

Investment Options — Upon enrollment into the Plan, a participant may direct Company and participant contributions into any of several investment options, including the Harris Stock Fund. A participant may transfer amounts from other investment options into the Harris Stock Fund, provided that no transfer shall cause more than 20% of a participant’s account to be invested in the Harris Stock Fund. The Harris Stock Fund has been designated as an “employee stock ownership plan,” which means that the Company is entitled to a deduction for dividends paid on shares held in the Harris Stock Fund. Any such dividends are 100% vested and participants are permitted to elect that such dividends either be maintained in the Plan and reinvested in the Harris Stock Fund or paid from the Plan in cash to the participant.

The investment options are described in detail in the Plan’s “Summary Plan Description,” which is available to all participants. In the event no investment option is selected by a participant, the default investment option for contributions is the LifeCycle Fund that is age-appropriate for the participant. Elections to change investment options can be made daily; however, amounts in the Stable Value Fund cannot be transferred directly to the Money Market Fund. Investments are also governed by other limitations described in the Plan document and the “Summary Plan Description.”

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting — The accounting records of the Plan are maintained on the accrual basis. Certain prior year data have been reclassified to conform to the presentation for the year ended December 31, 2012.

Recent Accounting Pronouncements

Fair Value Measurement — In May 2011, the Financial Accounting Standards Board issued Accounting Standards Update No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” This update was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. generally accepted accounting principles and International Financial Reporting Standards. This update changed certain fair value measurement principles and enhanced the disclosure requirements particularly for Level 3 fair value measurements. This update became effective for the Plan on January 1, 2012 and did not have a material impact on the Plan’s net assets available for benefits or changes in net assets available for benefits.

Valuation of Investments — The Plan’s investments are stated at fair value. Quoted market prices are used, when available, to value investments. Investments for which quoted market prices are not available are stated at fair values as reported by the trustee or investee company. See Note 7 — Financial Instruments for further information on the valuation of investments.

Notes Receivable from Participants — Notes receivable from participants represent participant loans recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2012 or 2011. If a participant ceases to make loan repayments and the Plan Administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded upon the participant’s eligibility for a plan distribution.

Synthetic Guaranteed Investment Contracts — During 2012 and 2011, the Plan held synthetic guaranteed investment contracts (“synthetic GICs”) in its Stable Value Fund (the “Fund”). A corresponding contract wrapper with the issuer of the synthetic GICs was also held in order to provide a variable rate of return on the cost of the investment. The fair value of the synthetic GICs was

determined using a discounted cash flow method or quoted market prices of underlying investments. The fair value of the contract wrapper was based on the present value of the difference between the current fee and fee re-bids provided by the issuers and was $248,741 and $333,759 at December 31, 2012 and 2011, respectively. The Plan values all investments at fair value. See Note 7 — Financial Instruments for further discussion of fair value measurements.

The interest crediting rate of synthetic GICs is based on the contract value, and the fair value, duration and yield to maturity of the portfolio of bonds underlying the synthetic GICs. The interest crediting rate is reset quarterly. The minimum crediting rate is zero percent.

The interest crediting rate reset allows the contract value to converge with the fair value of the underlying portfolio over time, assuming the portfolio continues to earn the current yield for a period of time equal to the current portfolio duration.

The primary variables impacting the future interest crediting rates of synthetic GICs include the current yield of the assets underlying the contract, the duration of the assets underlying the contract and the existing difference between the fair value and contract value of the assets underlying the contract.

The investments in synthetic GICs are presented at fair value on the Statements of Net Assets Available for Benefits. To the extent that the underlying portfolio of a synthetic GIC has unrealized and/or realized losses, a positive adjustment is made to the adjustment from fair value to contract value under contract value accounting. As a result, the future interest crediting rate may be lower over time than the then-current market rates. Similarly, if the underlying portfolio generates unrealized and/or realized gains, a negative adjustment is made to the adjustment from fair value to contract value, and the future interest crediting rate may be higher than the then-current market rates. The adjustments ensure that ending net assets available for benefits are recorded at contract value and reflect the unrealized and/or realized gains and losses on the underlying portfolio of synthetic GICs.

Synthetic GICs generally provide for withdrawals associated with certain events which are not in the ordinary course of Plan operations. These withdrawals are paid with a market value adjustment applied to the withdrawal as defined in the investment contract. Each contract issuer specifies the events which may trigger a market value adjustment. Such events include but are not limited to the following: material amendments to the Plan or in the administration of the Fund; changes to the Plan’s competing investment options including the elimination of equity wash provisions; complete or partial termination of the Plan; the failure of the Plan to qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA; the redemption of all or a portion of the interests in the Fund held by the Plan at the direction of the Plan sponsor, including withdrawals due to the removal of a specifically identifiable group of employees from coverage under the Plan (such as a group layoff or early retirement incentive program), the closing or sale of a subsidiary, employing unit or affiliate, the bankruptcy or insolvency of the Plan sponsor, the merger of the Plan with another plan, or the Plan sponsor’s establishment of another tax qualified defined contribution plan; any change in law, regulation, ruling, administrative or judicial position or accounting requirement, applicable to the Fund or the Plan; or the delivery of any communication to Plan participants designed to influence a participant not to invest in the Fund.

At this time, the Plan does not believe that the occurrence of any such market value adjustment-triggering event, which would limit the Plan’s ability to transact at contract value with participants, is probable.

If the Plan defaults in its obligations under any synthetic GIC (including the issuer’s determination that the agreement constitutes a non-exempt prohibited transaction as defined under ERISA), and such default is not corrected within the time permitted by the contract, then the contract may be terminated by the issuer and the Plan will receive the fair value of the underlying investments as of the date of termination. With the exception of this circumstance, termination of the contract by the issuer would be settled at contract value.

The average yield based on actual earnings was approximately 1.05% at December 31, 2012 and 1.68% at December 31, 2011. The average yield based on interest rate credited to participants was approximately 2.28% at December 31, 2012 and 2.57% at December 31, 2011.

Use of Estimates — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect certain reported amounts, disclosures, and schedules. Accordingly, actual results may differ from those estimates.

Administrative Expenses — Unless otherwise elected by the Company, all reasonable charges and expenses incurred in connection with the administration of the Plan are paid by the trustee from the assets of the trust.

NOTE 3 — INVESTMENTS

For the year ended December 31, 2012, the Plan’s investments (including investments bought, sold and held during such period) appreciated in value as follows:


Net appreciation in fair value as determined by quoted market prices:
Preferred stocks	$	382,850
Common stocks		107,943,492
Registered investment companies		112,070,678

Net appreciation in fair value as determined by investee company/trustee:		220,397,020
Common/collective trust funds		90,118,479

Total net change in fair value	$	310,515,499

The fair value of individual investments that represent 5% or more of Plan net assets is as follows:


	December 31, 2012		December 31, 2011
Prin Global Invs COLTV Invt TR Diversified Intl Eqty FD 50 BP Fee CL	$	167,570,757	$	147,318,002
NT Collective Russell 1000 Index Fund — Non Lending		227,683,236		219,990,819
NT Collective S&P 500 Index Fund-DC-Non Lending (Tier J)		225,399,720		201,623,074
NT Collective Aggregate Bond Index Fund — Non Lending		333,218,895		293,784,830
Galliard Capital Management Wells Fargo Bank NA Fixed Income Fund F		210,646,396		210,685,581
Galliard Capital Management Wells Fargo Bank NA Fixed Income Fund L		159,419,182		*

*	Investment was below 5% of Plan net assets at end of year.

NOTE 4 — RELATED-PARTY TRANSACTIONS

Certain Plan investments are shares of common stock of Harris Corporation and balances in common/collective trust funds that are managed by Northern Trust. Harris Corporation is the Plan sponsor and Northern Trust is the Trustee and, therefore, these transactions qualify as exempt party-in-interest transactions under the provisions of ERISA.

The Plan’s investments in Harris Corporation common stock (included with other common stock) and in common/collective trust funds managed by Northern Trust (included with other common/collective trust funds) are as follows:


	December 31, 2012				December 31, 2011
	Shares		Fair Value		Shares		Fair Value
Common stock
Harris Corporation common stock		2259601	$	110,630,065		2428447	$	87,521,230
Common/collective trust funds
NT Collective Russell 1000 Index Fund — Non Lending		15854274		227,683,236		17833238		219,990,819
NT Collective Extended Equity Index Fund — Non Lending		678612		109,676,518		714930		98,059,751
NT Collective S&P 500 Index Fund-DC-Non Lending (Tier J)		51207		225,399,720		53133		201,623,074
NT Collective Aggregate Bond Index Fund — Non Lending		2625714		333,218,895		2413216		293,784,830
NTGI Coltv Govt STIF Registered		3162761		3,162,761		2713403		2,713,403

During 2012, the Plan made the following purchases and sales of related party investments:


	Purchases		Sales
Common stock
Harris Corporation common stock	$	11,583,103	$	18,349,458
Common/collective trust funds
NT Collective Russell 1000 Index Fund — Non Lending		23,215,017		28,708,791
NT Collective Extended Equity Index Fund — Non Lending		25,358,442		31,456,428
NT Collective S&P 500 Index Fund-DC-Non Lending (Tier J)		29,589,823		37,983,280
NT Collective Aggregate Bond Index Fund — Non Lending		48,307,251		21,858,642
NTGI Coltv Govt STIF Registered		*		*

*	Activity in this fund represents overnight interest bearing deposits (sweeps) of otherwise un-invested daily cash.

NOTE 5 — INCOME TAX STATUS

The Plan has received a determination letter from the Internal Revenue Service dated April 21, 2004, stating that the Plan is qualified under Section 401(a) of the Code and the related trust is exempt from taxation. Subsequent to this determination by the Internal Revenue Service, the Plan has been amended and restated and following such restatement has been further amended from time to time. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan sponsor believes the Plan is being operated in compliance with the applicable requirements of the Code and therefore believes the Plan, as so restated and further amended, is qualified and the related trust is exempt from taxation. On January 25, 2011, a request was filed with the Internal Revenue Service for a favorable determination that the Plan continues to be qualified under Section 401(a) of the Code and that the related trust continues to be exempt from taxation. The Plan has not received a response from the Internal Revenue Service with respect to this request.

Accounting principles generally accepted in the United States require plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the Internal Revenue Service. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2012, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to 2010.

NOTE 6 — CREDIT RISKS AND UNCERTAINTIES

Cash amounts at the Trustee may exceed the federally insured limit from time to time. The Plan provides for investments in various investment securities, which, in general, are exposed to certain risks, such as interest rate, credit and overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term, and such changes could materially affect participant account balances and the amounts reported in the Statements of Net Assets Available for Benefits.

NOTE 7 — FINANCIAL INSTRUMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal market (or most advantageous market, in the absence of a principal market) for the asset or liability in an orderly transaction between market participants at the measurement date (i.e., an exit price). A three-level fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

•

Level 1 — inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

•

Level 2 — inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3 — inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques for which some or all significant assumptions are not observable.

The following section describes the valuation methodologies the Plan uses to measure financial assets at fair value.

In general, and where applicable, the Plan uses quoted prices in active markets for identical assets to determine fair value. This pricing methodology applies to the Plan’s Level 1 assets which include interest bearing cash, preferred stocks, common stocks and registered investment companies. If quoted prices in active markets for identical assets are not available to determine fair value, then the Plan uses quoted prices for similar assets or inputs other than the quoted prices that are observable either directly or indirectly. These assets are included in Level 2 and consist of preferred stocks, common stocks, common/collective trust funds and synthetic guaranteed investment contract wrappers. Assets for which fair value is determined by management using assumptions that market participants would use in pricing assets are included in Level 3. As of December 31, 2012 and 2011, there were no Level 3 assets held by the Plan.

Assets Measured at Fair Value on a Recurring Basis

Assets measured at fair value on a recurring basis at December 31, 2012 are as follows:


	Level 1		Level 2		Level 3		Total
Assets
Interest bearing cash	$	6,567,189	$	—	$	—	$	6,567,189
Preferred stocks		1,710,037		51,723		—		1,761,760
Common stocks:
Consumer		96,645,663		—		—		96,645,663
Energy		56,910,186		—		—		56,910,186
Financial		70,963,693		—		—		70,963,693
Health care		55,231,840		—		—		55,231,840
Industrial		57,870,426		—		—		57,870,426
Information technology		220,122,481		—		—		220,122,481
Other		55,593,178		—		—		55,593,178

Total common stocks		613,337,467		—		—		613,337,467
Registered investment companies:
Small company funds		89,991,234		—		—		89,991,234
Technology funds		56,129,796		—		—		56,129,796
U.S. Government securities money market funds		75,119,433		—		—		75,119,433
Other funds		8,839,865		—		—		8,839,865

Total registered investment companies		230,080,328		—		—		230,080,328
Common/collective trust funds (a):
Fixed income funds		—		781,499,767		—		781,499,767
Index funds		—		1,303,883,277		—		1,303,883,277
International equity funds		—		167,570,757		—		167,570,757
Other funds		—		3,162,761		—		3,162,761

Total common/collective trust funds (a)		—		2,256,116,562		—		2,256,116,562
Synthetic guaranteed investment contract wrappers		—		248,741		—		248,741

Total Assets Measured at Fair Value	$	851,695,021	$	2,256,417,026	$	—	$	3,108,112,047

Assets measured at fair value on a recurring basis at December 31, 2011 are as follows:


	Level 1		Level 2		Level 3		Total
Assets
Interest bearing cash	$	7,457,049	$	—	$	—	$	7,457,049
Preferred stocks		1,327,188		277,031		—		1,604,219
Common stocks:
Consumer		89,026,674		—		—		89,026,674
Energy		53,885,299		—		—		53,885,299
Financial		56,686,572		—		—		56,686,572
Health care		45,252,579		—		—		45,252,579
Industrial		47,255,403		—		—		47,255,403
Information technology		176,260,372		—		—		176,260,372
Other		55,709,355		650,724		—		56,360,079

Total common stocks		524,076,254		650,724		—		524,726,978
Registered investment companies:
Small company funds		85,576,425		—		—		85,576,425
Technology funds		60,630,325		—		—		60,630,325
U.S. Government securities money market funds		72,824,202		—		—		72,824,202
Other funds		6,331,699		—		—		6,331,699

Total registered investment companies		225,362,651		—		—		225,362,651
Common/collective trust funds (a):
Fixed income funds		—		752,582,641		—		752,582,641
Index funds		—		1,135,928,803		—		1,135,928,803
International equity funds		—		147,318,002		—		147,318,002
Other funds		—		2,713,404		—		2,713,404

Total common/collective trust funds (a)		—		2,038,542,850		—		2,038,542,850
Synthetic guaranteed investment contract wrappers		—		333,759		—		333,759

Total Assets Measured at Fair Value	$	758,223,142	$	2,039,804,364	$	—	$	2,798,027,506

(a)

Common/collective trust funds share the common goal of first growing then later preserving principal and contain a mix of U.S. stocks, U.S. issued bonds and cash. There are currently no redemption restrictions on these investments. The fair values of the investments in this category have been estimated using the net asset value per share.

NOTE 8 — RECONCILIATION OF PLAN FINANCIAL STATEMENTS TO THE FORM 5500

Form 5500 requires the recording of a liability for benefit amounts processed prior to year-end but not yet paid and requires fully benefit-responsive contracts to be reported at fair value. These requirements conflict with accounting principles generally accepted in the United States and the presentation of such amounts in the financial statements where they remain as part of net assets available for benefits.

The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:


	December 31, 2012			December 31, 2011
Net assets available for benefits per the financial statements	$	3,129,579,566		$	2,824,425,047
Benefits due to participants		(576,291	)		(1,690,270	)
Adjustment to fair value from contract value for fully benefit-responsive investment contracts		26,983,296			19,665,573

Net assets available for benefits per the Form 5500	$	3,155,986,571		$	2,842,400,350

The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500 for the year ended December 31, 2012:


Benefits paid to participants per the financial statements	$	197,826,190
Add: benefits due but unpaid at December 31, 2012		576,291
Less: benefits due but unpaid at December 31, 2011		(1,690,270	)

Total benefit payments, corrective distributions and deemed distributions per the Form 5500	$	196,712,211

The following is a reconciliation of investment income per the financial statements to the Form 5500 for the year ended December 31, 2012:


Net change in Plan assets per the financial statements	$	305,154,519
Adjustment from fair value to contract value for fully benefit-responsive investment contracts at December 31, 2011		(19,665,573	)
Adjustment from fair value to contract value for fully benefit-responsive investment contracts at December 31, 2012		26,983,296
Benefits due but unpaid at December 31, 2012		(576,291	)
Benefits due but unpaid at December 31, 2011		1,690,270

Net income and transfers in per the Form 5500	$	313,586,221

SUPPLEMENTAL INFORMATION

Harris Corporation Retirement Plan

E.I.N. 34-0276860

Plan Number 015

Schedule H, Line 4(i)

Schedule of Assets (Held at End of Year)

December 31, 2012


(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value *(In Shares/Par Value Except* *Notes Receivable from Participants)*		(d) Cost	(e) Value

Value of Interest in Interest Bearing Cash
	Interest bearing cash		6567189		$	6,567,189

	Total Value of Interest in Interest Bearing Cash				$	6,567,189


Value of Interest in Preferred Stocks
	LIVING SOCIAL INC PFD STK SER F		6726		$	51,723

	GENERAL MOTORS CO JR PFD CONV SER B 4.75%		38750			1,710,037


	Total Value of Interest in Preferred Stocks				$	1,761,760


Value of Interest in Common Stocks

	ADR PETROLEO BRASILEIRO SA PETROBRAS SPONSORED ADR		33700		$	656,139

	AIMIA INC COM		71900			1,073,770

	BONAVISTA ENERGY CORP		4400			65,490

	PEYTO EXPL & DEV CORP NEW COM		100722			2,325,599

	NEW GOLD INC CDA COM		46944			517,792

	SUN LIFE FINANCIAL INC.		39900			1,058,547

	VALEANT PHARMACEUTICALS INTERNATIONAL INC COMMON STOCK		17700			1,057,929

	ADR BAIDU INC SPONSORED ADR		11600			1,163,364

	ADR NOKIA CORP SPONSORED ADR		142300			562,085

	ADR ASML HOLDING NV NY REG 2012 (POST REV SPLIT)\		54750			3,526,448

	TELEFONICA SA EUR1		52654			707,380

	VODAFONE GROUP ORD USD0.11428571		348189			874,158

	WPP PLC ORD GBP0.10		59861			864,060

	ADR BP P L C SPONSORED ADR		35856			1,493,044


(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value *(In Shares/Par Value Except* *Notes Receivable from Participants)*		(d) Cost	(e) Value

	ADR ROYAL DUTCH SHELL PLC SPONSORED ADR REPSTG A SHS		63900			4,405,905

	1ST HORIZON NATL CORP COM		175764			1,741,821

	1ST NIAGARA FINL GROUP INC NEW COM		41898			332,251

	3M CO COM		39200			3,639,720

	ACXIOM CORP COM		105561			1,843,095

	AES CORP COM		67200			719,040

	AGILENT TECHNOLOGIES INC COM		20500			839,270

	AKAMAI TECHNOLOGIES INC COM STK		17000			695,470

	ALEXION PHARMACEUTICALS INC COM		47500			4,455,975

	ALLERGAN INC COM		48000			4,403,040

	ALLSCRIPTS HEALTHCARE SOLUTIONS INC		30100			283,542

	ALLSTATE CORP COM		73000			2,932,410

	AMAZON COM INC COM		47821			12,009,766

	AMERICAN EXPRESS CO		72000			4,138,560

	AMGEN INC COM		14300			1,234,376

	ANADARKO PETRO CORP COM		35700			2,652,867

	ANALOG DEVICES INC COM		46000			1,934,760

	AOL INC COM STK		46223			1,368,663

	APACHE CORP COM		27500			2,158,750

	APPLE INC COM STK		30390			16,198,782

	APPLIED MATERIALS INC COM		136000			1,555,840

	ARCHER-DANIELS-MIDLAND CO COM		82300			2,254,197

	ASSOCTD BANC-CORP COM		89664			1,176,392

	AT&T INC COM		144641			4,875,848

	ATHENAHEALTH INC COMMON STOCK		14000			1,028,300

	ATMEL CORP COM		112100			734,255

	AVERY DENNISON CORP COM		63836			2,229,153


(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value *(In Shares/Par Value Except* *Notes Receivable from Participants)*		(d) Cost	(e) Value

	AVON PRODUCTS INC COM USD0.25		108200			1,553,752

	BANK NEW YORK MELLON CORP COM STK		64300			1,652,510

	BANK OF AMERICA CORP		289864			3,362,422

	BIOGEN IDEC INC COM STK		7200			1,056,024

	BIOMARIN PHARMACEUTICAL INC COM ISIN CH0008107010		34000			1,674,500

	BOEING CO COM		60300			4,544,208

	BRISTOL MYERS SQUIBB CO COM		65800			2,144,422

	BRISTOW GROUP INC COM		15035			806,778

	BROADCOM CORP CL A		38100			1,265,301

	CA INC COM		24800			545,104

	CABLEVISION SYS CORP CL A COM STK		72100			1,077,174

	CALPINE CORP COM NEW STK		158886			2,880,603

	CAMPBELL SOUP CO COM		64600			2,253,894

	CAP 1 FNCL COM		31500			1,824,795

	CARNIVAL CORP COM PAIRED		97800			3,596,106

	CATAMARAN CORP		17142			807,560

	CBOE HOLDINGS INC COM		3830			112,832

	CELGENE CORP COM		8900			700,608

	CENTURYLINK INC COM		35075			1,372,134

	CERNER CORP COM		37000			2,872,680

	CHEVRON CORP COM		58978			6,377,881

	CHIPOTLE MEXICAN GRILL INC COM STK		13516			4,020,469

	CHUBB CORP COM		16900			1,272,908

	CIMAREX ENERGY CO COM		20000			1,154,600

	CISCO SYSTEMS INC		110700			2,175,255

	CLARCOR INC COM		23796			1,136,973


(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value *(In Shares/Par Value Except* *Notes Receivable from Participants)*		(d) Cost	(e) Value

	CLIFFS NAT RES INC COM STK		25300			975,568

	CLOROX CO COM		35600			2,606,632

	COACH INC COM		49000			2,719,990

	COGNIZANT TECHNOLOGY SOLUTIONS CORP CL ACL A		16600			1,229,230

	COMCAST CORP NEW-CL A		44900			1,678,362

	COMPASS MINERALS INTL INC COM		28807			2,152,171

	COMPUTER SCI CORP COM		57000			2,282,850

	CONAGRA FOODS INC		42100			1,241,950

	CONOCOPHILLIPS COM		18300			1,061,217

	CONSOL ENERGY INC COM		57700			1,852,170

	CORNING INC COM		151000			1,905,620

	COVANCE INC COM		18100			1,045,637

	CROWN CASTLE INTL CORP COM STK		34400			2,482,304

	D R HORTON INC COM		38400			759,552

	DANAHER CORP COM		54552			3,049,457

	DELL INC COM STK		184200			1,865,946

	DENBURY RES INC HLDG CO COM NEW		34406			557,377

	DIAMOND OFFSHORE DRILLING INC COM		31500			2,140,740

	DOLLAR TREE INC COM STK		4200			170,352

	DST SYS INC COM		28062			1,700,557

	DU PONT E I DE NEMOURS & CO COM STK		28900			1,299,633

	DUKE ENERGY CORP NEW COM NEW COM NEW		55502			3,541,028

	EATON CORP PLC COM USD0.50		24638			1,335,380

	EBAY INC COM USD0.001		32000			1,632,640

	ECOLAB INC COM		8500			611,150

	EDWARDS LIFESCIENCES CORP COM		14800			1,334,516

	EHEALTH INC COM STK		38883			1,068,505


(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value *(In Shares/Par Value Except* *Notes Receivable from Participants)*		(d) Cost	(e) Value

	ELECTRONICS FOR IMAGING INC COM		1500			28,485

	EMC CORP COM		58800			1,487,640

	EMERSON ELECTRIC CO COM		56500			2,992,240

	ENERGIZER HLDGS INC COM		14000			1,119,720

	ENTERGY CORP NEW COM		41200			2,626,500

	EOG RESOURCES INC COM		8000			966,320

	EURONET WORLDWIDE INC COM		61189			1,444,060

	EXELON CORP COM		78500			2,334,590

	EXPRESS SCRIPTS HLDG CO COM		21000			1,134,000

	EXXON MOBIL CORP COM		66626			5,766,480

	F5 NETWORKS INC COM STK		29000			2,817,350

	FACEBOOK INC CL A CL A		123392			3,285,929

	FACEBOOK INC COM A		2000			50,597

	FASTENAL CO COM		34100			1,592,129

	FIRST SOLAR INC COM		13200			407,616

	FIRSTENERGY CORP COM		26035			1,087,222

	FIRSTMERIT CORP COM		22000			312,180

	FMC TECHNOLOGIES INC COM		52000			2,227,160

	FORD MTR CO DEL COM PAR $0.01 COM PAR $0.01		111800			1,447,810

	FORTUNE BRANDS HOME & SEC INC COM		30678			896,411

	FOSSIL INC COM		13900			1,294,090

	FRACTIONAL FIRST HORIZON NATIONAL CORP COM STK		53820			—

	FRKLN RES INC COM		12626			1,587,088

	GAMESTOP CORP NEW CL A		78914			1,979,952

	GENERAL ELECTRIC CO		343700			7,214,263

	GENUINE PARTS CO COM		22200			1,411,476


(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value *(In Shares/Par Value Except* *Notes Receivable from Participants)*		(d) Cost	(e) Value

	GILEAD SCIENCES INC		37700			2,769,065

	GOOGLE INC CL A CL A		17500			12,413,975

	HARMAN INTL INDS INC NEW COM STK USD0.01		25328			1,130,642

	*HARRIS CORP COM		2259601			110,630,065

	HASBRO INC COM		25600			919,040

	HEALTH NET INC COM		10800			262,440

	HESS CORP COM STK		44000			2,330,240

	HEWLETT PACKARD CO COM		56500			805,125

	HILLSHIRE BRANDS CO COM		28545			803,256

	HOME DEPOT INC COM		8400			519,540

	HONEYWELL INTL INC COM STK		45800			2,906,926

	HORSEHEAD HLDG CORP COM STK		60600			618,726

	HUNTINGTON INGALLS INDS INC COM		17700			767,118

	IHS INC COM CL A COM CL A		5900			566,400

	ILL TOOL WKS INC COM		54800			3,332,388

	INGERSOLL-RAND PLC COM STK		30700			1,472,372

	INTEGRATED DEVICE TECHNOLOGY INC COM		291300			2,126,490

	INTERACTIVE BROKERS GROUP INC CL COM		56900			778,392

	INTERCONTINENTALEXCHANGE INC COM		18000			2,228,580

	INTL PAPER CO COM		95496			3,804,561

	INTUITIVE SURGICAL INC COM NEW STK		4500			2,206,665

	JOHNSON & JOHNSON COM USD1		50900			3,568,090

	JOHNSON CTL INC COM		47600			1,461,320

	JONES LANG LASALLE INC COM STK		2448			205,485

	JPMORGAN CHASE & CO COM		158024			6,948,315

	JUNIPER NETWORKS INC COM		122679			2,413,096

	KINDER MORGAN MGMT LLC KINDER MORGAN MGMT LLC FR CUSIP		62831			—


(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value *(In Shares/Par Value Except* *Notes Receivable from Participants)*		(d) Cost	(e) Value

	KOHLS CORP COM		54900			2,359,602

	LAREDO PETROLEUM HOLDINGS IN		60705			1,102,403

	LAS VEGAS SANDS CORP COM STK		92100			4,251,336

	LEGG MASON INC COM		67600			1,738,672

	LIBERTY GLOBAL INC COM SER A		8300			522,817

	LINCOLN NATL CORP COM		53123			1,375,886

	LINKEDIN CORP CL A		5200			597,064

	LOCKHEED MARTIN CORP COM		13100			1,208,999

	LOEWS CORP COM		19900			810,925

	LOWES COS INC COM		22900			813,408

	LPL FINL HLDGS INC COM		20372			573,676

	MACYS INC COM STK		41400			1,615,428

	MAGELLAN HLTH SVCS INC COM NEW		23044			1,129,156

	MARRIOT INTL CL A COM		165249			—

	MARSH & MCLENNAN CO’S INC COM		83700			2,885,139

	MASCO CORP COM		80300			1,337,798

	MASTERCARD INC CL A		5350			2,628,348

	MATTEL INC COM		74600			2,731,852

	MC CORMICK & CO INC COM NON-VTG		19500			1,238,835

	MCGRAW-HILL COS COM USD1		44300			2,421,881

	MCKESSON CORP		21200			2,055,552

	MEADWESTVACO CORP COM		44300			1,411,841

	MERCK & CO INC NEW COM		72800			2,980,432

	MICHAEL KORS HOLDINGS LTD COM NPV		10300			525,609

	MICROSOFT CORP COM		119700			3,199,581

	MONEYGRAM INTL INC COM NEW COM NEW		62204			826,691

	MONSTER BEVERAGE CORP COM		13400			708,592


(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value *(In Shares/Par Value Except* *Notes Receivable from Participants)*		(d) Cost	(e) Value

	MURPHY OIL CORP COM		51300			3,054,915

	MYRIAD GENETICS INC COM		22086			601,844

	NATIONAL OILWELL VARCO COM STK		36000			2,460,600

	NETFLIX INC COM STK		5600			519,568

	NEW YORK TIMES CO CL A ISIN #US6501111073		76200			649,986

	NEWMONT MINING CORP NEW COM		16500			766,260

	NIKE INC CL B		58000			2,992,800

	NISOURCE INC COM		112400			2,797,636

	NORFOLK SOUTHN CORP COM		44000			2,720,960

	NORTHERN TR CORP COM		48200			2,417,712

	NUANCE COMMUNICATIONS INC COM		22100			493,272

	NUCOR CORP COM		61700			2,664,206

	OCH-ZIFF CAP MGMT GROUP CL A SHS CL A		15100			143,450

	PEPSICO INC COM		33300			2,278,719

	PFIZER INC COM		134947			3,384,471

	PIONEER NAT RES CO COM STK		7500			799,425

	PNC FINANCIAL SERVICES GROUP COM STK		46700			2,723,077

	PRAXAIR INC COM		43800			4,793,910

	PRECISION CASTPARTS CORP COM		10900			2,064,678

	PRICELINE COM INC COM NEW STK		9300			5,777,160

	PROCTER & GAMBLE COM NPV		8400			570,276

	QUALCOMM INC COM		95500			5,922,910

	QUEST DIAGNOSTICS INC COM		24100			1,404,307

	QUESTAR CORP COM		81200			1,604,512

	RACKSPACE HOSTING INC COM STK		6900			512,463

	RALPH LAUREN CORP CL A CL A		3600			539,712


(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value *(In Shares/Par Value Except* *Notes Receivable from Participants)*		(d) Cost	(e) Value

	RANGE RES CORP COM		23600			1,482,788

	RED HAT INC COM		21000			1,112,160

	REDWOOD TR INC COM		33435			564,717

	REGENERON PHARMACEUTICALS INC COM		17200			2,942,404

	REGIONS FINL CORP NEW COM		125900			896,408

	ROSETTA RES INC COM		1512			68,584

	SALESFORCE COM INC COM STK		53400			8,976,540

	SANDISK CORP COM		35800			1,559,448

	SCHLUMBERGER LTD COM COM		81800			5,667,922

	SHERWIN-WILLIAMS CO COM		8800			1,353,616

	SLM CORP COM		112300			1,923,699

	SOUTHWESTERN ENERGY CO COM		50000			1,670,500

	SPECTRA ENERGY CORP COM STK		34200			936,396

	STANCORP FINL GROUP INC COM		47518			1,742,485

	STAPLES INC COM		142800			1,627,920

	STARBUCKS CORP COM		81900			4,391,478

	STARWOOD HOTELS & RESORTS WORLDWIDE INC COM STK		25400			1,456,944

	STIFEL FINL CORP COM		2367			75,673

	SUN TR BANKS INC COM		83400			2,364,390

	TD AMERITRADE HLDG CORP COM STK		54700			919,507

	TECO ENERGY INC COM		27800			465,928

	TEXAS INSTRUMENTS INC COM		53500			1,655,290

	THE MADISON SQUARE GARDEN COMPANY		21750			964,613

	THERMO FISHER CORP		54900			3,501,522

	TIBCO SOFTWARE INC COM		24100			530,441

	TIFFANY & CO COM		2800			160,552

	TIME WARNER INC USD0.01		72000			3,443,760


(a)	(b) Identity of Issue, Borrower, Lessor, or Similar Party	(c) Description of Investment Including Maturity Date, Rate of Interest, Collateral, Par or Maturity Value *(In Shares/Par Value Except* *Notes Receivable from Participants)*		(d) Cost	(e) Value

	TORCHMARK CORP COM		27245			1,407,749

	TRACTOR SUPPLY CO COM		6900			609,684

	TUPPERWARE BRANDS CORPORATION		16300			1,044,830

	UNION PAC CORP COM		18200			2,288,104

	UNITED CONTL HLDGS INC COM STK		119400			2,791,572

	UNITED PARCEL SVC INC CL B		47200			3,480,056

	UNITED TECHNOLOGIES CORP COM		5500			451,055

	UNITEDHEALTH GROUP INC COM		28100			1,524,144

	US BANCORP		134500			4,295,930

	USG CORP COM NEW		36000			1,010,520

	VALUECLICK INC COM STK ISIN#US92046N1028		57700			1,119,957

	VCA ANTECH INC COM STK		39400			829,370

	VERIZON COMMUNICATIONS COM		55034			2,381,321

	VISA INC COM CL A STK		59000			8,943,220

	VULCAN MATERIALS CO COM		40400			2,102,820

	WALT DISNEY CO		49900			2,484,521

	WASTE CONNECTIONS INC COM		64044			2,164,047

	WELLS FARGO & CO NEW COM STK		146300			5,000,534

	WEYERHAEUSER CO COM		71745			1,995,946

	WHIRLPOOL CORP COM		18100			1,841,675

	WHOLE FOODS MKT INC COM		6100			557,113

	WILLIAMS CO INC COM		20400			667,896

	WILLIS GROUP HOLDINGS COM USD0.000115 (NEW)		36400			1,220,492

	XCEL ENERGY INC COM		64400			1,720,124

	XL GROUP PLC ORD USD0.01		29200			731,750

	XYLEM INC COM		25000			677,500

	Total Value of Interest in Common Stocks				$	613,337,467



Value of Interest in Registered Investment Companies

ALLIANZ FDS ALLIANZGI TECHNOLOGY FD INSTL CL	1198586	$	56,129,796

HARTFORD SER FD INC SMALL CO HLS FD CL IA	4558826		89,991,234

MONEY MKT OBLIGS TR FEDT GOVT OBLIGSFD INSTL SHS	75119433		75,119,433

RESV INVT FDS INC	8839865		8,839,865


Total Value of Interest in Registered Investment Companies		$	230,080,328


Value of Interest in Common/Collective Trust Funds
BLACKROCK LIFEPATH INDEX 2015 NL F	2936457	$	46,337,291
BLACKROCK LIFEPATH INDEX 2020 NL F	4028286		65,902,760
BLACKROCK LIFEPATH INDEX 2025 NL F	4476204		75,737,372
BLACKROCK LIFEPATH INDEX 2030 NL F	3293088		57,168,014
BLACKROCK LIFEPATH INDEX 2035 NL F	2272271		40,423,709
BLACKROCK LIFEPATH INDEX 2040 NL F	1987483		36,132,436
BLACKROCK LIFEPATH INDEX 2045 NL F	1795004		33,351,175
BLACKROCK LIFEPATH INDEX 2050 NL F	1312432		24,870,578
BLACKROCK LIFEPATH INDEX 2055 NON LENDING FD F	179589		2,435,223
BLACKROCK LIFEPATH INDEX RETMT NL F	1701955		25,546,350
PRIN GLOBAL INVS COLTV INVT TR DIVERSIFIED INTL EQTY FD 50 BP FEE CL	916816		167,570,757
*NT COLLECTIVE RUSSELL 1000 INDEX FUND—NON LENDING	15854274		227,683,236
*NT COLLECTIVE EXTENDED EQUITY INDEX FD—NONLENDING	678612		109,676,518
*NT COLLECTIVE S&P500 INDEX FUND-DC-NON LENDING (TIER J)	51207		225,399,720
*NT COLLECTIVE AGGREGATE BOND INDEX FUND-NON LENDING	2625714		333,218,895
GALLIARD CAPITAL MANAGEMENT WELLS FARGO BANK NA FIXED INCOME FUND A	135299400		135,299,400
GALLIARD CAPITAL MANAGEMENT WELLS FARGO BANK NA FIXED INCOME FUND B	56763807		56,763,807
GALLIARD CAPITAL MANAGEMENT WELLS FARGO BANK NA FIXED INCOME FUND D	116030849		116,030,849
GALLIARD CAPITAL MANAGEMENT WELLS FARGO BANK NA FIXED INCOME FUND F	210646396		210,646,396
GALLIARD CAPITAL MANAGEMENT WELLS FARGO BANK NA FIXED INCOME FUND G	103340133		103,340,133
GALLIARD CAPITAL MANAGEMENT WELLS FARGO BANK NA FIXED INCOME FUND L	159419182		159,419,182
*NTGI COLTV GOVT STIF REGISTERED	3162761		3,162,761


Total Value of Interest in Common/Collective Trust Funds		$	2,256,116,562



Value of Interest in Synthetic Guaranteed Investment Contract Wrappers

GIC NATIXIS FINANCIAL PRODUCTS CONTRACT NUMBER 1121-03 RATE 1.62% MATURITY 00/00/0000 SYNTHETIC WRAPPER		$	—

JP MORGAN CHASE BANK NA CONTRACT NUMBER AHARRIS-01 RATE 2.63% MATURITY 00/00/0000 SYNTHETIC WRAPPER			65,335

STATE STREET BANK AND TRUST CO CONTRACT NUMBER 105004 RATE 1.64% MATURITY 00/00/0000 SYNTHETIC WRAPPER			—

PACIFIC LIFE INSURANCE CO. CONTRACT NUMBER G - 27236.01.0001 RATE 3.15% MATURITY 00/00/0000 SYNTHETIC WRAPPER			—

PRUDENTIAL LIFE INS. CO. CONTRACT NUMBER GA-62487 RATE 3.21% MATURITY 00/00/0000 SYNTHETIC WRAPPER			—

MONUMENTAL LIFE INSURANCE CO. CONTRACT NUMBER MDA00946TR RATE 3.07% MATURITY 00/00/000 SYNTHETIC WRAPPER			42,859

MONUMENTAL LIFE INSURANCE CO. CONTRACT NUMBER MDA01077TR RATE 3.07% MATURITY 00/00/000 SYNTHETIC WRAPPER			140,547

UNITED OF OMAHA LIFE INS CONTRACT NUMBER SVW-16176 RATE 2.28% MATURITY 00/00/0000 SYNTHETIC WRAPPER			—

GIC NATIXIS FINANCIAL PRODUCTS CONTRACT NUMBER 1121-03 RATE 1.98% MATURITY 00/00/0000 SYNTHETIC WRAPPER		$	—


Total Value of Interest in Synthetic Guaranteed Investment Contract Wrappers		$	248,741


Value of Interest in Notes Receivable from Participants

* NOTES RECEIVABLE FROM PARTICIPANTS	3.25% to 9.25% Maturing through 2023	$	48,149,474

Total Value of Interest in Notes Receivable from Participants		$	48,149,474

Total Investments including Notes Receivable from Participants		$	3,156,261,521

Note: Cost information has not been included in column (d) because all investments are participant-directed.

*	Party-in-interest to the Plan

SIGNATURE

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized.


Harris Corporation Retirement Plan Employee Benefits Committee, as Plan Administrator

By:		/s/ Adam Histed
		Adam Histed, Chairperson

Date: June 26, 2013