Date of Report (Date of earliest event reported): February 4, 2009

(Exact name of registrant as specified in its charter)

Delaware		1-3863		34-0276860
(State or other jurisdiction		(Commission		(I.R.S. Employer
of incorporation)		File Number)		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.

     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 February 4, 2009, 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 2009 and updated guidance regarding expected earnings and revenue for fiscal 2009. The full text of the press release and related financial tables is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

     The press release includes a discussion of non-GAAP financial measures, including net income (or earnings) per diluted share for the second quarter of fiscal 2009, the results of the Harris Stratex Networks segment, earnings per share from continuing operations in fiscal 2008, and the percentage increase in earnings per share guidance for fiscal 2009 from continuing operations compared to earnings per share from continuing operations in fiscal 2008, in each case excluding, as the case may be, charges in the Harris Stratex Networks segment for impairment of goodwill and other intangible assets and for the increase in the valuation allowance for certain deferred tax assets, certain costs and expenses associated with the acquisitions of Multimax Incorporated (“Multimax”) and Zandar Technologies plc (“Zandar”), and the results of the Harris Stratex Networks segment as if the segment will become a discontinued operation prior to the end 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”). Net income (or earnings) per diluted share, the results of the Harris Stratex Networks segment, earnings per share from continuing operations in fiscal 2008, and the percentage increase in earnings per share guidance for fiscal 2009 from continuing operations compared to earnings per share from continuing operations in fiscal 2008, in each case excluding, as the case may be, charges in the Harris Stratex Networks segment for impairment of goodwill and other intangible assets and for the increase in the valuation allowance for certain deferred tax assets, certain costs and expenses associated with the acquisitions of Multimax and Zandar, and the results of the Harris Stratex Networks segment as if the segment will become a discontinued operation prior to the end 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, 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 measures.

     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.

     (d) Exhibits.

          The following exhibit is furnished herewith:

	99.1		Press Release, issued by Harris Corporation on February 4, 2009 (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.

EXHIBIT INDEX

Exhibit No.
Under Regulation S-K,
Item 601		Description
99.1		Press Release, issued by Harris Corporation on February 4, 2009 (furnished pursuant to Item 2.02 and Item 7.01).