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 October 27, 2009, Harris Corporation ("Harris") issued a press release
announcing, among other things, its results of operations and financial
condition as of and for its first quarter of fiscal 2010 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 first quarter of fiscal 2010; operating
income and operating margin for the RF Communications segment for the first
quarter of fiscal 2010; 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 certain costs and expenses associated with the
acquisitions of the Tyco Electronics Wireless Systems business ("Wireless
Systems"), Crucial Security, Inc. ("Crucial") and the Air Traffic Control
business unit of SolaCom Technologies Inc. ("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 first quarter of fiscal
2010; operating income and operating margin for the RF Communications segment
for the first quarter of fiscal 2010; 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 certain costs and expenses associated
with the acquisitions of Wireless Systems, Crucial 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.
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 October 27, 2009
(furnished pursuant to Item 2.02 and Item 7.01).