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 August 12, 2009, Harris Corporation ("Harris") issued a press release
announcing, among other things, its results of operations and financial
condition as of and for its fourth quarter of fiscal 2009 and full fiscal year
2009 and updated guidance regarding expected earnings and revenue for fiscal
2010. 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 income from continuing operations and income from continuing
operations per diluted share for the fourth quarter of fiscal 2009, fiscal 2009
and fiscal 2008; operating income and operating margin in the RF Communications
segment for the fourth quarter of fiscal 2009; earnings for the Wireless Systems
acquisition for the fourth quarter of fiscal 2009; earnings guidance for the
Wireless Systems acquisition for fiscal 2010-2012; operating margin in the
Government Communications Systems segment for the fourth quarter of fiscal 2009;
operating loss in the Broadcast Communications segment for the fourth quarter of
fiscal 2009; and guidance for income from continuing operations per diluted
share for fiscal 2010; in each case excluding, as the case may be, the impact of
charges for a non-cash impairment of goodwill and intangible assets in the
Broadcast Communications segment, charges for cost-reduction actions and certain
costs and expenses associated with the acquisitions of the Tyco Electronics
Wireless Systems business ("Wireless Systems"), Crucial Security, Inc. ("CSI"),
Multimax Incorporated ("Multimax"), Zandar Technologies plc ("Zandar") and the
ATC business unit of SolaCom Technologies Inc. ("SolaCom ATC"); and also
including orders and the percentage change in orders for the fourth quarter of
fiscal 2009, excluding, as the case may be, the impact of the acquisitions of
Wireless Systems, CSI and SolaCom ATC. 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").
Income from continuing operations and income from continuing operations per
diluted share for the fourth quarter of fiscal 2009, fiscal 2009 and fiscal
2008; operating income and operating margin in the RF Communications segment for
the fourth quarter of fiscal 2009; earnings for the Wireless Systems acquisition
for the fourth quarter of fiscal 2009; earnings guidance for the Wireless
Systems acquisition for fiscal 2010-2012; operating margin in the Government
Communications Systems segment for the fourth quarter of fiscal 2009; operating
loss in the Broadcast Communications segment for the fourth quarter of fiscal
2009; and guidance for income from continuing operations per diluted share for
fiscal 2010; in each case excluding, as the case may be, the impact of charges
for a non-cash impairment of goodwill and intangible assets in the Broadcast
Communications segment, charges for cost-reduction actions and certain costs and
expenses associated with the acquisitions of Wireless Systems, CSI, Multimax,
Zandar and SolaCom ATC; and also orders and the percentage change in orders for
the fourth quarter of fiscal 2009, excluding, as the case may be, the impact of
the acquisitions of Wireless Systems, CSI and SolaCom ATC, are financial
measures that are not defined by GAAP and should be viewed in addition to, and
not in lieu of, income from continuing operations, income from continuing
operations 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 measure.
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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 may, or 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 August 12, 2009
(furnished pursuant to Item 2.02 and Item 7.01).
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