UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): September 11, 2007
HARRIS
CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-3863
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34-0276860 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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1025 West NASA Blvd., Melbourne, FL
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32919 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (321) 727-9100
No Change
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
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.
As previously disclosed, effective for fiscal year 2008 (which began June 30, 2007) Harris
Corporation (the Company) is changing its segment reporting for the government businesses to
reflect the way the Company now manages the businesses. The Government Communications Systems
segment will continue to include the results of the Civil Programs and National Programs areas,
along with the Information Technology Services area. However, the Government Communications
Systems segment will no longer include the Defense Programs area. Defense Programs will be
combined with the RF Communications segment to form the Defense Communications and Electronics
segment. The Broadcast Communications and Harris Stratex Networks, Inc. (Harris Stratex
Networks) segments have not been changed. The Company will now report financial information for
the following four operating segments: (1) Defense Communications and Electronics, (2) Government
Communications Systems, (3) Broadcast Communications, and (4) Harris Stratex Networks.
The Company is providing in Exhibit 99.1 to this Current Report on Form 8-K unaudited
historical reclassified operating segment data for each quarter of fiscal years 2007 and 2006 and
for fiscal years 2007 and 2006 to reflect the change in reportable operating segments. Exhibit
99.1 is furnished herewith and is incorporated herein by reference. There is no impact on the
Companys previously reported consolidated statements of income, balance sheets, statements of cash
flows or statements of comprehensive income and shareholders equity. The Company did not operate
under the realigned segment structure for any of these prior periods. The information in this
Current Report on Form 8-K, including Exhibit 99.1, should be read in conjunction with the
Companys Annual Report on Form 10-K for the fiscal year ended June 29, 2007, which was filed with
the Securities and Exchange Commission on August 27, 2007.
Non-GAAP Financial Measures
Exhibit 99.1 includes a discussion of non-GAAP financial measures, including the results of
the Broadcast Communications segment and the Harris Stratex Networks segment, non-operating income
(loss) and headquarters expense, in each case excluding certain costs, expenses, charges, gains or
losses. A non-GAAP financial measure is generally defined as a numerical measure of a companys
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). The results of the Broadcast
Communications segment and the Harris Stratex Networks segment, non-operating income (loss) and
headquarters expense in each case excluding, as the case may be, the impact of: (i) charges
associated with cost-reduction actions and the write-down of capitalized software in the Broadcast
Communications segment, (ii) asset impairments, (iii) acquisition costs, and/or (iv) the gain
associated with the combination of the Microwave Communications business and Stratex Networks,
Inc., are financial measures that are not defined by GAAP and should be viewed in addition to, and
not in lieu of, financial measures on a GAAP basis. Exhibit 99.1 includes a reconciliation of
disclosed non-GAAP financial measures to the most directly comparable GAAP financial measures.
The Companys 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
disproportionately positive or negative impact on results in any particular period. The Companys
management also believes that these non-GAAP financial measures enhance the ability of investors to
analyze trends in the Companys business and to understand the Companys performance. In addition,
the Company 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 the Companys 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.
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