UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 3, 2010
HARRIS CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-3863 | 34-0276860 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 1025 West NASA Blvd., Melbourne, Florida | 32919 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s 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)) |
Item 2.02 Results of Operations and Financial Condition.
Item 7.01 Regulation FD Disclosure.
The information contained in this Current Report onForm 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 ofForm 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 onForm 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 3, 2010, 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 2010 and full fiscal year 2010 and updated guidance regarding expected income from continuing operations per diluted share and revenue for fiscal 2011. 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 in the fourth quarter of fiscal 2010, the fourth quarter of fiscal 2009, fiscal 2010 and fiscal 2009; operating income and operating margin for the RF Communications segment in the fourth quarter of fiscal 2010; operating income for the RF Communications segment in the fourth quarter of fiscal 2009; operating income and operating margin for the Government Communications Systems segment in the fourth quarter of fiscal 2010; guidance for income from continuing operations per diluted share in fiscal 2011; and the percentage increase in guidance for income from continuing operations per diluted share in fiscal 2011 compared with income from continuing operations per diluted share in 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”), the Air Traffic Control business unit of SolaCom Technologies Inc. (“SolaCom ATC”), Patriot Technologies, LLC (“Patriot”), SignaCert, Inc. (“SignaCert”) and CapRock Communications (“CapRock”) and charges for a non-cash impairment of goodwill and other long-lived assets in the Broadcast Communications segment; and also including organic revenue growth for the RF Communications segment in the fourth quarter of fiscal 2010 compared with the fourth quarter of fiscal 2009, adjusting for the impact of the acquisition of Wireless Systems during the fourth quarter 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”). Income from continuing operations and income from continuing operations per diluted share in the fourth quarter of fiscal 2010, the fourth quarter of fiscal 2009, fiscal 2010 and fiscal 2009; operating income and operating margin for the RF Communications segment in the fourth quarter of fiscal 2010; operating income for the RF Communications segment in the fourth quarter of fiscal 2009; operating income and operating margin for the Government Communications Systems segment in the fourth quarter of fiscal 2010; guidance for income from continuing operations per diluted share in fiscal 2011; and the percentage increase in guidance for income from continuing operations per diluted share in fiscal 2011 compared with income from continuing operations per diluted share in 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, SolaCom ATC, Patriot, SignaCert and CapRock and charges for a non-cash impairment of goodwill and other long-lived assets in the Broadcast Communications segment; and also including organic revenue growth for the RF Communications segment in the fourth quarter of fiscal 2010 compared with the fourth quarter of fiscal 2009, adjusting for the impact of the acquisition of Wireless Systems during the fourth quarter 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 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 August 3, 2010 (furnished pursuant to Item 2.02 and Item 7.01).
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HARRIS CORPORATION | ||||
| By: | /s/ Gary L. McArthur | |||
| Name: | Gary L. McArthur | |||
| Title: | Senior Vice President and Chief Financial Officer | |||
Date: August 3, 2010
2
EXHIBIT INDEX
| Exhibit No. | ||||
| Under Regulation S-K, | ||||
| Item 601 | Description | |||
| 99.1 | Press Release, issued by Harris Corporation on August 3, 2010 (furnished pursuant to Item 2.02 and Item 7.01). | |||