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): August 7, 2007
(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) |
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.
On August 7, 2007, 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 2007 and full fiscal year 2007 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 fourth quarter of fiscal 2007 and fiscal
year 2007, the results of the Broadcast Communications segment and the Harris Stratex Networks
segment, and earnings per share guidance for fiscal 2008, 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). Net income and net income (or earnings) per diluted share, the results of 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: (i) charges
associated with cost-reduction actions and the write down of capitalized software in Harris
Broadcast Communications segment, (ii) asset impairments, (iii) acquisition costs, and/or (iv) the
gain associated with the combination of Harris Microwave Communications business and Stratex
Networks, Inc. (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 better 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 7, 2007 (furnished pursuant to Item
2.02 and Item 7.01).
1