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 January 30, 2008, 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 2008 and updated guidance regarding expected earnings for fiscal 2008. 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
and net income (or earnings) per diluted share for the second quarter of fiscal 2008, the results
of the Government Communications Systems segment, the Broadcast Communications segment, and the
Harris Stratex Networks segment, and earnings per share guidance for fiscal 2008, in each case
excluding, as the case may be, certain costs and expenses associated with our acquisitions of
Multimax Incorporated (
Multimax
) and Zandar Technologies plc (
Zandar
) and the
combination of our former Microwave Communications business and Stratex Networks, Inc. (the
Combination
). 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
). Net income
and net income (or earnings) per diluted share, the results of the Government Communications
Systems segment, the Broadcast Communications segment, and the Harris Stratex Networks segment, and
earnings per share guidance for fiscal 2008, in each case excluding, as the case may be, the impact
of acquisition costs associated with our acquisitions of Multimax and Zandar and the Combination,
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 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 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.
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