Harris Corporation 8-K
 



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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): January 26, 2005

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, FL   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 and Item 7.01 Regulation FD Disclosure.

The information contained in this Current Report on Form 8-K, including the accompanying Exhibit 99.1, is being furnished pursuant to Item 2.02 and Item 7.01 of this Current Report on 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 (“Exchange Act”), or otherwise subject to the liability of that section. The information contained in this Current Report on Form 8-K, 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 26, 2005, Harris Corporation (“Harris”) issued a press release announcing, among other things, its results of operations and financial condition for its second quarter of fiscal 2005 ended December 31, 2004 and guidance regarding expected increased earnings for fiscal 2005. The full text of the press release and related financial tables is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Use of Non-GAAP Financial Information

The press release includes a discussion of earnings guidance for the fiscal year ending July 1, 2005, income from continuing operations per diluted share and the results for the Broadcast Communication Division for the second quarter of fiscal 2005, in each case using certain non-GAAP financial measures. A “non-GAAP financial measure” is generally defined as a numerical measure of a company’s performance that excludes or includes amounts so as to be different than 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 excluding costs associated with our acquisition of Encoda Systems Holdings, Inc., including the write-off of in-process research and development and impairment losses on capitalized software, are measures that are not defined by GAAP and should be viewed in addition to, and not in lieu of, income from continuing operations and income from continuing operations per diluted share on a GAAP basis. Pursuant to the requirements of Regulation G and paragraph (e)1(i) of Item 10 of Regulation S-K, 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.

Management of Harris believes that these non-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. Management also believes that these non-GAAP measures enhance the ability of an investor to analyze trends in Harris’ business and to better understand our performance. In addition, Harris may utilize non-GAAP financial measures as a guide in its budgeting and long-term planning process and to measure operating performance for some management compensation purposes. Please refer to our financial statements and accompanying footnotes for additional information and for a presentation of results in accordance with GAAP.

Item 9.01   Financial Statements and Exhibits.

                    (c) Exhibits.

                          The following exhibit is furnished herewith:

                          Press Release, issued by Harris Corporation on January 26, 2005 (furnished pursuant to Item 2.02 and Item 7.01).

 


 

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/ Bryan R. Roub

        Name:
Title:
  Bryan R. Roub
Senior Vice President and
Chief Financial Officer
 
Date:   January 26, 2005        

 


 

EXHIBIT INDEX

     
Exhibit No.    
Under Regulation S-K, Item 601   Description

 
99.1   Press Release, issued by Harris Corporation on January 26, 2005, (furnished pursuant to Item 2.02 and Item 7.01).