Item 7.01 Regulation FD Disclosure.
The information contained in this Current Report on Form 8-K that is
furnished under this Item 2.02 and 7.01, including the accompanying
Exhibit 99.1, is being furnished pursuant to Item 2.02 and 7.01 of Form 8-K and
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liability of that section. The information contained in this Current Report
on Form 8-K that is furnished under this Item 2.02 and 7.01, including the
accompanying Exhibit 99.1, shall not be incorporated by reference into any
filing under the Securities Act of 1933, as amended, or the Exchange Act,
whether made before or after the date hereof, except as shall be expressly set
forth by specific reference in such a filing.
On February 4, 2009, Harris Corporation ("Harris") issued a press release
announcing, among other things, its results of operations and financial
condition as of and for its second quarter of fiscal 2009 and updated guidance
regarding expected earnings and revenue for fiscal 2009. The full text of the
press release and related financial tables is furnished herewith as Exhibit 99.1
and is incorporated herein by reference.
Non-GAAP Financial Measures
The press release includes a discussion of non-GAAP financial measures,
including net income (or earnings) per diluted share for the second quarter of
fiscal 2009, the results of the Harris Stratex Networks segment, earnings per
share from continuing operations in fiscal 2008, and the percentage increase in
earnings per share guidance for fiscal 2009 from continuing operations compared
to earnings per share from continuing operations in fiscal 2008, in each case
excluding, as the case may be, charges in the Harris Stratex Networks segment
for impairment of goodwill and other intangible assets and for the increase in
the valuation allowance for certain deferred tax assets, certain costs and
expenses associated with the acquisitions of Multimax Incorporated ("Multimax")
and Zandar Technologies plc ("Zandar"), and the results of the Harris Stratex
Networks segment as if the segment will become a discontinued operation prior to
the end of fiscal 2009. A "non-GAAP financial measure" is generally defined as a
numerical measure of a company's historical or future performance that excludes
or includes amounts, or is subject to adjustments, so as to be different from
the most directly comparable measure calculated and presented in accordance with
generally accepted accounting principles ("GAAP"). Net income (or earnings) per
diluted share, the results of the Harris Stratex Networks segment, earnings per
share from continuing operations in fiscal 2008, and the percentage increase in
earnings per share guidance for fiscal 2009 from continuing operations compared
to earnings per share from continuing operations in fiscal 2008, in each case
excluding, as the case may be, charges in the Harris Stratex Networks segment
for impairment of goodwill and other intangible assets and for the increase in
the valuation allowance for certain deferred tax assets, certain costs and
expenses associated with the acquisitions of Multimax and Zandar, and the
results of the Harris Stratex Networks segment as if the segment will become a
discontinued operation prior to the end of fiscal 2009, are financial measures
that are not defined by GAAP and should be viewed in addition to, and not in
lieu of, income, income per diluted share, and other financial measures on a
GAAP basis. Harris has included in its press release a reconciliation of
non-GAAP financial measures disclosed in the press release to the most directly
comparable GAAP financial measures.
Harris management believes that these non-GAAP financial measures, when
considered together with the GAAP financial measures, provide information that
is useful to investors in understanding period-over-period operating results
separate and apart from items that could have a disproportionate positive or
negative impact on results in any particular period. Harris management also
believes that these non-GAAP financial measures enhance the ability of investors
to analyze trends in Harris' business and to understand Harris' performance. In
addition, Harris may utilize non-GAAP financial measures as a guide in its
forecasting, budgeting and long-term planning process and to measure operating
performance for some management compensation purposes. Please refer to Harris'
financial statements and accompanying footnotes for additional information and
for a presentation of results in accordance with GAAP. Non-GAAP financial
measures should be considered in addition to, and not as a substitute for, or
superior to, financial measures prepared in accordance with GAAP.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished herewith:
99.1 Press Release, issued by Harris Corporation on February 4, 2009
(furnished pursuant to Item 2.02 and Item 7.01).