HARRIS CORP /DE/ (Form: 10-Q, Received: 10/31/2012 17:25:22)

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LOGO

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-3863

HARRIS CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		34-0276860
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1025 West NASA Boulevard Melbourne, Florida		329l9
(Address of principal executive offices)		(Zip Code)

(321) 727-9l00

(Registrant’s telephone number, including area code)

No changes

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.		þ Yes ¨ No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or
for such shorter period that the registrant was required to submit and post such files).		þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	þ		Accelerated filer	¨

Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).		¨ Yes þ No

The number of shares outstanding of the registrant’s common stock as of October 26, 2012 was 113,560,622 shares.

HARRIS CORPORATION

FORM 10-Q

For the Quarter Ended September 28, 2012

INDEX


	Page
Part I. Financial Information:
Item 1. Financial Statements (Unaudited):
Condensed Consolidated Statement of Income for the Quarter ended September 28, 2012 and September 30, 2011		1
Condensed Consolidated Statement of Comprehensive Income for the Quarter ended September 28, 2012 and September 30, 2011		2
Condensed Consolidated Balance Sheet at September 28, 2012 and June 29, 2012		3
Condensed Consolidated Statement of Cash Flows for the Quarter ended September 28, 2012 and September 30, 2011		4
Notes to Condensed Consolidated Financial Statements		5
Report of Independent Registered Certified Public Accounting Firm		15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3. Quantitative and Qualitative Disclosures About Market Risk		26
Item 4. Controls and Procedures		26

Part II. Other Information:
Item 1. Legal Proceedings		27
Item 1A. Risk Factors		27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		28
Item 3. Defaults Upon Senior Securities		28
Item 4. Mine Safety Disclosures		29
Item 5. Other Information		29
Item 6. Exhibits		29

Signature		30
Exhibit Index

This Quarterly Report on Form 10-Q contains trademarks, service marks and registered marks of Harris Corporation and its

subsidiaries.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

HARRIS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(Unaudited)


	Quarter Ended
	September 28, 2012			September 30, 2011
	(In millions, except per share amounts)
Revenue from product sales and services	$	1,261.5		$	1,336.1
Cost of product sales and services		(848.3	)		(893.9	)
Engineering, selling and administrative expenses		(198.2	)		(223.4	)
Non-operating income		—			0.7
Interest income		0.5			0.9
Interest expense		(27.9	)		(28.1	)

Income from continuing operations before income taxes		187.6			192.3
Income taxes		(59.3	)		(61.7	)

Income from continuing operations		128.3			130.6
Discontinued operations, net of income taxes		(214.3	)		(9.5	)

Net income (loss)		(86.0	)		121.1
Noncontrolling interests, net of income taxes		0.2			0.5

Net income (loss) attributable to Harris Corporation	$	(85.8	)	$	121.6


Amounts attributable to Harris Corporation common shareholders
Income from continuing operations	$	128.5		$	131.1
Discontinued operations, net of income taxes		(214.3	)		(9.5	)

Net income (loss)	$	(85.8	)	$	121.6


Net income (loss) per common share attributable to Harris Corporation common shareholders
Basic net income (loss) per common share attributable to Harris Corporation common shareholders
Continuing operations	$	1.15		$	1.09
Discontinued operations		(1.92	)		(0.08	)

	$	(0.77	)	$	1.01

Diluted net income (loss) per common share attributable to Harris
Corporation common shareholders
Continuing operations	$	1.14		$	1.09
Discontinued operations		(1.90	)		(0.08	)

	$	(0.76	)	$	1.01

Cash dividends paid per common share	$	0.37		$	0.28

Basic weighted average common shares outstanding		111.9			118.8
Diluted weighted average common shares outstanding		112.6			119.4

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

HARRIS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(Unaudited)


	Quarter Ended
	September 28, 2012			September 30, 2011
	(In millions)
Net income (loss)	$	(86.0	)	$	121.1
Other comprehensive income (loss):
Foreign currency translation		38.1			(39.4	)
Net unrealized gain (loss) on hedging derivatives, net of income taxes		(0.4	)		0.4
Net unrealized gain (loss) on securities available-for-sale, net of income taxes		(1.0	)		0.4
Amortization of loss on treasury lock, net of income taxes		0.2			0.1
Recognition of pension actuarial losses in net income, net of income taxes		0.5			1.2

Total comprehensive income (loss)		(48.6	)		83.8
Comprehensive loss attributable to noncontrolling interests		0.2			0.5

Total comprehensive income (loss) attributable to Harris Corporation	$	(48.4	)	$	84.3

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

HARRIS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)


	September 28, 2012		June 29, 2012
	(In millions, except shares)
Assets
Current Assets
Cash and cash equivalents	$	326.8	$	356.0
Receivables		661.5		750.2
Inventories		646.8		617.8
Income taxes receivable		20.4		12.0
Current deferred income taxes		173.9		160.5
Other current assets		83.1		71.2
Assets of discontinued operations		445.9		632.7

Total current assets		2,358.4		2,600.4
Non-current Assets
Property, plant and equipment		668.6		659.4
Goodwill		1,709.5		1,695.3
Intangible assets		405.9		421.7
Non-current deferred income taxes		72.4		80.3
Other non-current assets		139.5		135.7

Total non-current assets		2,995.9		2,992.4

	$	5,354.3	$	5,592.8


Liabilities and Equity
Current Liabilities
Short-term debt	$	82.4	$	159.4
Accounts payable		298.1		381.0
Compensation and benefits		162.5		229.1
Other accrued items		306.5		269.6
Advance payments and unearned income		218.9		221.5
Income taxes payable		43.1		12.0
Current deferred income taxes		5.0		0.8
Current portion of long-term debt		12.8		4.8
Liabilities of discontinued operations		126.0		136.2

Total current liabilities		1,255.3		1,414.4
Non-current Liabilities
Long-term debt		1,882.9		1,883.0
Long-term contract liability		106.4		109.5
Other long-term liabilities		256.4		239.8

Total non-current liabilities		2,245.7		2,232.3
Equity
Shareholders’ Equity:
Preferred stock, without par value; 1,000,000 shares authorized; none issued		—		—
Common stock, $1.00 par value; 500,000,000 shares authorized; issued and outstanding 112,951,972 shares at September 28, 2012 and 112,147,405 shares at June 29, 2012		113.0		112.1
Other capital		467.3		432.8
Retained earnings		1,251.3		1,416.6
Accumulated other comprehensive income (loss)		14.8		(22.6	)

Total shareholders’ equity		1,846.4		1,938.9
Noncontrolling interests		6.9		7.2

Total equity		1,853.3		1,946.1

	$	5,354.3	$	5,592.8

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

HARRIS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)


	Quarter Ended
	September 28, 2012			September 30, 2011
	(In millions)
Operating Activities
Net income (loss)	$	(86.0	)	$	121.1
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		54.8			63.3
Share-based compensation		6.0			9.3
Non-current deferred income taxes		10.3			(0.2	)
Gain on the sale of securities available-for-sale		(6.0	)		—
Impairment of assets of discontinued operations		222.3			—
(Increase) decrease in:
Accounts and notes receivable		78.4			(83.9	)
Inventories		(43.6	)		32.2
Increase (decrease) in:
Accounts payable and accrued expenses		(119.1	)		(119.4	)
Advance payments and unearned income		(2.5	)		(3.8	)
Income taxes		11.5			61.0
Other		(5.6	)		(0.9	)

Net cash provided by operating activities		120.5			78.7


Investing Activities
Cash paid for cost-method investment		(0.8	)		—
Additions of property, plant and equipment		(39.9	)		(77.4	)
Additions of capitalized software		(3.8	)		(4.5	)
Proceeds from the sale of securities available-for-sale		7.9			—

Net cash used in investing activities		(36.6	)		(81.9	)


Financing Activities
Proceeds from borrowings		10.7			380.5
Repayments of borrowings		(81.5	)		(0.4	)
Proceeds from exercises of employee stock options		60.5			2.9
Repurchases of common stock		(63.9	)		(406.2	)
Cash dividends		(41.9	)		(32.6	)

Net cash used in financing activities		(116.1	)		(55.8	)


Effect of exchange rate changes on cash and cash equivalents		3.0			(2.5	)


Net decrease in cash and cash equivalents		(29.2	)		(61.5	)

Cash and cash equivalents, beginning of year		356.0			366.9


Cash and cash equivalents, end of quarter	$	326.8		$	305.4

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited).

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 28, 2012

Note A — Significant Accounting Policies and Recent Accounting Standards

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of Harris Corporation and its subsidiaries. As used in these Notes to Condensed Consolidated Financial Statements (Unaudited) (these “Notes”), the terms “Harris,” “Company,” “we,” “our” and “us” refer to Harris Corporation and its consolidated subsidiaries. Intercompany transactions and accounts have been eliminated. The accompanying condensed consolidated financial statements have been prepared by Harris, without an audit, in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, such interim financial statements do not include all information and footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with U.S. GAAP for annual financial statements. In the opinion of management, such interim financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position, results of operations and cash flows for the periods presented therein. The results for the quarter ended September 28, 2012 are not necessarily indicative of the results that may be expected for the full fiscal year or any subsequent period. The balance sheet at June 29, 2012 has been derived from the audited financial statements but does not include all of the information and footnotes required by U.S. GAAP for annual financial statements. We provide complete financial statements in our Annual Report on Form 10-K, which includes information and footnotes required by the rules and regulations of the SEC. The information included in this Quarterly Report on Form 10-Q (this “Report”) should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 29, 2012 (our “Fiscal 2012 Form 10-K”).

In the third quarter of fiscal 2012, our Board of Directors approved a plan to exit our cyber integrated solutions operation (“CIS”), which provided remote cloud hosting, and to dispose of the related assets, and we reported CIS as discontinued operations beginning with our financial results presented in our Quarterly Report on Form 10-Q for the third quarter of fiscal 2012. In the fourth quarter of fiscal 2012, our Board of Directors approved a plan to divest Broadcast Communications, which provides digital media management solutions in support of broadcast customers, and we reported Broadcast Communications as discontinued operations beginning with our financial results presented in our Fiscal 2012 Form 10-K. Both CIS and Broadcast Communications were formerly part of our Integrated Network Solutions segment. Our historical financial results, except for disclosures related to our cash flows, have been restated to account for CIS and Broadcast Communications as discontinued operations. For additional information regarding discontinued operations, see Note B — Discontinued Operations . Except for disclosures related to our cash flows, or unless otherwise specified, disclosures in this Report relate solely to our continuing operations.

The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the amounts reported in the accompanying condensed consolidated financial statements and these Notes. Actual results could differ from those estimates and assumptions.

Adoption of New Accounting Standards

In the first quarter of fiscal 2013, we retrospectively adopted an accounting standard issued by the Financial Accounting Standards Board (“FASB”) for the presentation of comprehensive income in financial statements. The adoption of this standard resulted in the presentation of the components of net income, components of other comprehensive income and total comprehensive income in two separate but consecutive statements. The adoption of this standard only changed how we present comprehensive income and did not impact our financial position, results of operations or cash flows.

In the first quarter of fiscal 2013, we adopted an accounting standard issued by the FASB that simplifies how entities test goodwill for impairment. This standard gives entities the option to assess qualitative factors first, to determine whether it is necessary to perform the two-step quantitative goodwill impairment test for their reporting units. Under this standard, an entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not (a likelihood of more than 50 percent) that its fair value is less than its carrying amount. Additionally, this standard includes examples of events and circumstances that an entity should consider in conducting the qualitative assessment. The adoption of this update did not impact our financial position, results of operations or cash flows.

Note B — Discontinued Operations

In the third quarter of fiscal 2012, our Board of Directors approved a plan to exit CIS, which provided remote cloud hosting, and to dispose of the related assets, and we reported CIS as discontinued operations beginning with our financial results presented in our Quarterly Report on Form 10-Q for the third quarter of fiscal 2012. We expect to complete the disposition of assets of CIS during fiscal 2013. In the fourth quarter of fiscal 2012, our Board of Directors approved a plan to divest Broadcast Communications, which provides digital media management solutions in support of broadcast customers, and we reported Broadcast Communications as discontinued operations beginning with our financial results presented in our Fiscal 2012 Form 10-K. We expect to complete the divestiture of Broadcast Communications during fiscal 2013. Both CIS and Broadcast Communications were formerly part of our Integrated Network Solutions segment. Our historical financial results, except for disclosures related to our cash flows, have been restated to account for CIS and Broadcast Communications as discontinued operations.

Based on recent indicators of value during the first quarter of fiscal 2013, including market, financial performance and indications of value from interested parties, we recorded additional non-cash impairment charges for CIS and Broadcast Communications (both reported as discontinued operations) totaling $222.3 million as follows: (1) total assets of CIS with a carrying amount of $44.0 million were written down to their fair value of $39.0 million, less estimated costs to sell of $0.8 million (or $38.2 million), resulting in a non-cash impairment charge of $5.8 million; and (2) net assets, or carrying value, of Broadcast Communications with a carrying amount of $503.7 million were written down to their estimated fair value of $300.0 million, less estimated costs to sell of $12.8 million (or $287.2 million), resulting in a non-cash impairment charge of $216.5 million. All of the Broadcast Communications impairment related to goodwill, a minor amount of which was deductible for tax purposes. These impairments do not impact covenant compliance under our credit arrangements and we do not expect these impairments to impact our ongoing financial performance, although no assurance can be given.

Summarized financial information for our discontinued operations related to CIS and Broadcast Communications is as follows:


	Quarter Ended
	September 28, 2012			September 30, 2011
	(In millions)
Revenue from product sales and services	$	116.9		$	124.2

Loss before income taxes	$	(218.7	)	$	(16.0	)
Income taxes		4.4			6.5

Discontinued operations, net of income taxes	$	(214.3	)	$	(9.5	)


	September 28, 2012		June 29, 2012
	(In millions)
Receivables	$	114.0	$	103.6
Inventories		142.6		128.0
Other current assets		8.6		9.4

Total current assets		265.2		241.0
Property, plant and equipment		85.2		89.0
Goodwill		57.6		267.7
Other non-current assets		37.9		35.0

Total assets		445.9		632.7

Accounts payable		16.9		26.9
Accrued and other liabilities		109.1		109.3

Total liabilities		126.0		136.2

Net assets of discontinued operations	$	319.9	$	496.5

Note C — Stock Options and Other Share-Based Compensation

As of September 28, 2012, we had two shareholder-approved employee stock incentive plans (“SIPs”) under which options or other share-based compensation was outstanding, and we had the following types of share-based awards outstanding under our SIPs: stock options, performance share awards, performance share unit awards, restricted stock awards and restricted stock unit awards. We believe that such awards more closely align the interests of employees with those of shareholders. Certain share-based awards provide for accelerated vesting if there is a change in control (as defined under our SIPs). The compensation cost related to our share-based awards that was charged against income was $6.0 million for the quarter ended September 28, 2012 and $9.3 million for the quarter ended September 30, 2011.

Grants to employees under our SIPs during the quarter ended September 28, 2012 consisted of 1,503,150 stock options, 405,900 performance share unit awards and 215,050 restricted stock unit awards. The fair value of each option award was estimated on the date of grant using the Black-Scholes-Merton option-pricing model which used the following assumptions: expected dividend yield of 2.96 percent; expected volatility of 33.47 percent; risk-free interest rates averaging 0.72 percent; and expected term in years of 5.23. The fair value of each performance share unit award was estimated using a simulated fair value from a Monte Carlo simulation as of the grant date less a discount to reflect the delay in payment of cash dividend-equivalents that are made only upon vesting.

Note D — Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) at September 28, 2012 and June 29, 2012 were as follows:


	September 28, 2012			June 29, 2012
	(In millions)
Foreign currency translation	$	43.5		$	5.4
Net unrealized gain on hedging derivatives, net of income taxes		0.3			0.7
Net unrealized gain on securities available-for-sale, net of income taxes		1.7			2.7
Unamortized loss on treasury lock, net of income taxes		(2.8	)		(3.0	)
Unrecognized pension obligations, net of income taxes		(27.9	)		(28.4	)

	$	14.8		$	(22.6	)

Note E — Receivables

Receivables are summarized below:


	September 28, 2012			June 29, 2012
	(In millions)
Accounts receivable	$	526.1		$	618.7
Unbilled costs and accrued earnings on cost-plus contracts		141.8			138.5

		667.9			757.2
Less allowances for collection losses		(6.4	)		(7.0	)

	$	661.5		$	750.2

Note F — Inventories

Inventories are summarized below:


	September 28, 2012		June 29, 2012
	(In millions)
Unbilled costs and accrued earnings on fixed-price contracts	$	431.6	$	403.1
Finished products		62.5		68.0
Work in process		21.0		41.1
Raw materials and supplies		131.7		105.6

	$	646.8	$	617.8

Unbilled costs and accrued earnings on fixed-price contracts were net of progress payments of $160.2 million at September 28, 2012 and $149.0 million at June 29, 2012.

Note G — Property, Plant and Equipment

Property, plant and equipment are summarized below:


	September 28, 2012			June 29, 2012
	(In millions)
Land	$	13.0		$	13.0
Software capitalized for internal use		95.0			93.1
Buildings		420.7			414.1
Machinery and equipment		1,045.9			1,014.2

		1,574.6			1,534.4
Less allowances for depreciation and amortization		(906.0	)		(875.0	)

	$	668.6		$	659.4

Depreciation and amortization expense related to property, plant and equipment for the quarters ended September 28, 2012 and September 30, 2011 was $34.5 million and $35.9 million, respectively.

Note H — Credit Arrangements

On September 28, 2012, we established a new $1 billion five-year senior unsecured revolving credit facility (the “2012 Credit Facility”) by entering into a Revolving Credit Agreement (the “2012 Credit Agreement”) with a syndicate of lenders. The 2012 Credit Facility replaced our prior (i) $750 million five-year senior unsecured revolving credit facility established under the Revolving Credit Agreement, dated as of September 10, 2008 (the “2008 Credit Agreement”), and (ii) $250 million 364-day senior unsecured revolving credit facility established under the 364-Day Revolving Credit Agreement, dated as of September 29, 2010, as amended by the First Amendment to 364-Day Revolving Credit Agreement, dated as of September 27, 2011 (as so amended, the “Amended 364-Day Credit Agreement”).

The 2012 Credit Agreement provides for the extension of credit to us in the form of revolving loans, including swingline loans, and letters of credit, at any time and from time to time during the term of the 2012 Credit Agreement, in an aggregate principal amount at any time outstanding not to exceed $1 billion for both revolving loans and letters of credit, with a sub-limit of $70 million for swingline loans and a sub-limit of $175 million for letters of credit. The 2012 Credit Agreement includes a provision pursuant to which, from time to time, we may request that the lenders in their discretion increase the maximum amount of commitments under the 2012 Credit Agreement by an amount not to exceed $500 million. Only consenting lenders (including new lenders reasonably acceptable to the administrative agent) will participate in any such increase. In no event will the maximum amount of credit extensions available under the 2012 Credit Agreement exceed $1.5 billion. The proceeds of loans or letters of credit borrowings under the 2012 Credit Agreement are restricted from being used for hostile acquisitions (as defined in the 2012 Credit Agreement) or for any purpose in contravention of applicable laws. We are not otherwise restricted under the 2012 Credit Agreement from using the proceeds of loans or letters of credit borrowings under the 2012 Credit Agreement for working capital and other general corporate purposes or from using the 2012 Credit Facility to support commercial paper issued by us from time to time. Borrowings under the 2012 Credit Agreement may be denominated in U.S. Dollars, Euros, Sterling and any other currency acceptable to the administrative agent and the lenders, with a non-U.S. currency sub-limit of $200 million. The 2012 Credit Agreement provides that we may designate certain wholly owned subsidiaries as borrowers under the 2012 Credit Agreement, and the obligations of any such subsidiary borrower must be guaranteed by Harris Corporation. The 2012 Credit Agreement also provides that we may designate certain subsidiaries as unrestricted subsidiaries, which means certain of the representations and covenants in the 2012 Credit Agreement do not apply in respect of such subsidiaries.

At our election, borrowings under the 2012 Credit Agreement denominated in U.S. Dollars will bear interest either at (i) the eurocurrency rate for the applicable interest period plus an applicable margin, or (ii) the base rate plus an applicable margin. The eurocurrency rate for an interest period is the rate per annum equal to (a) the London interbank offered rate (“LIBOR”) for such interest period, divided by (b) a percentage equal to 1.00 minus the daily average eurocurrency reserve rate for such interest period. The applicable interest rate margin over the eurocurrency rate is initially equal to 1.125%, but may increase (to a maximum amount of 1.500%) or decrease (to a minimum amount of 0.875%) based on changes in the ratings of our senior unsecured long-term debt securities (“Senior Debt Ratings”). The base rate is a fluctuating rate per annum equal to the highest of (i) the federal funds rate plus 0.50%, (ii) SunTrust Bank’s publicly announced prime lending rate for U.S. Dollars, or (iii) the eurrocurrency rate determined on a daily basis for a one-month interest period plus 100 basis points. The applicable interest rate margin over the base rate is initially equal to 0.125%, but may increase (to a maximum amount of 0.500%) or decrease (to a minimum amount of 0.000%) based on changes in our Senior Debt Ratings. Borrowings under the 2012 Credit Agreement denominated in a currency other than U.S. Dollars will bear interest at the eurocurrency rate for the applicable interest period plus an applicable margin, as described above, plus, in some cases, mandatory costs. Letter of credit fees are also determined based on our Senior Debt Ratings.

In addition to interest payable on the principal amount of indebtedness outstanding from time to time under the 2012 Credit Agreement and letter of credit fees, we are required to pay a quarterly unused commitment fee, which accrues at an applicable rate per annum multiplied by the actual daily amount of the lenders’ aggregate unused commitments under the 2012 Credit Agreement. The applicable rate per annum for the unused commitment fee is initially equal to 0.125%, but may increase (to a maximum amount of 0.200%) or decrease (to a minimum amount of 0.080%) based on changes in our Senior Debt Ratings.

The 2012 Credit Agreement contains certain customary representations and certain customary covenants, including covenants limiting: certain liens on assets; certain mergers, consolidations or sales of assets; certain sale and leaseback transactions; certain vendor financing investments; and certain investments in unrestricted subsidiaries; and a covenant requiring that we not permit our ratio of consolidated total indebtedness to total capital, each as defined in the 2012 Credit Agreement, to be greater than 0.60 to 1.00 at any time. We were in compliance with the covenants in the 2012 Credit Agreement at September 28, 2012. The 2012 Credit Agreement contains certain events of default, including: failure to make payments; failure to perform or observe terms, covenants or agreements; material inaccuracy of any representation or warranty; payment default under other indebtedness with a principal amount in excess of $100 million or acceleration of or ability to accelerate such other indebtedness; occurrence of one or more final judgments or orders for the payment of money in excess of $100 million that remain unsatisfied; incurrence of certain ERISA liability in excess of $100 million; any bankruptcy or insolvency; invalidity of 2012 Credit Agreement documentation; or a change of control (as defined in the 2012 Credit Agreement, including if a person or group becomes the beneficial owner of 25 percent or more of our voting stock). If an event of default occurs, then the lenders may, among other things, terminate their commitments and declare all outstanding borrowings to be immediately due and payable together with accrued interest and fees. All principal amounts borrowed or outstanding under the 2012 Credit Agreement are due on September 28, 2017, unless the commitments are terminated earlier either at our request or if certain events of default occur. At September 28, 2012, we had no borrowings outstanding under the 2012 Credit Agreement, but we had $70.0 million of short-term debt outstanding under our commercial paper program that was supported by the 2012 Credit Facility.

Note I — Accrued Warranties

Changes in our warranty liability, which is included as a component of the “Other accrued items” and “Other long-term liabilities” line items in the accompanying Condensed Consolidated Balance Sheet (Unaudited), during the quarter ended September 28, 2012 were as follows:


	(In millions)
Balance at June 29, 2012	$	40.4
Warranty provision for sales made during the quarter ended September 28, 2012		3.9
Settlements made during the quarter ended September 28, 2012		(3.3	)
Other adjustments to warranty liability, including those for foreign currency translation, during the quarter ended September 28, 2012		(5.0	)

Balance at September 28, 2012	$	36.0

Note J — Income From Continuing Operations Per Share

The computations of income from continuing operations per share are as follows (in this Note J , “income from continuing operations” refers to income from continuing operations attributable to Harris Corporation common shareholders):


	Quarter Ended
	September 28, 2012		September 30, 2011
	(In millions, except per share amounts)
Income from continuing operations	$	128.5	$	131.1
Adjustments for participating securities outstanding		—		(1.6	)

Income from continuing operations used in basic and diluted common share calculations (A)	$	128.5	$	129.5


Basic weighted average common shares outstanding (B)		111.9		118.8
Impact of dilutive stock options		0.7		0.6

Diluted weighted average common shares outstanding (C)		112.6		119.4


Income from continuing operations per basic common share (A)/(B)	$	1.15	$	1.09
Income from continuing operations per diluted common share (A)/(C)	$	1.14	$	1.09

Potential dilutive common shares primarily consist of employee stock options. Employee stock options to purchase approximately 2,699,871 and 4,680,839 shares of our common stock were outstanding at September 28, 2012 and September 30, 2011, respectively, but were not included as dilutive stock options in the computations of income from continuing operations per diluted common share because the effect would have been antidilutive because the options’ exercise prices exceeded the average market price of our common stock.

Note K — Non-Operating Income

The components of non-operating income were as follows:


	Quarter Ended
	September 28, 2012			September 30, 2011
	(In millions)
Gain on the sale of securities available-for-sale	$	6.0		$	—
Impairment of investments		(5.8	)		—
Net royalty income (expense)		(0.2	)		0.3
Equity investment income		—			0.4

	$	—		$	0.7

Note L — Income Taxes

Our effective tax rate (income taxes as a percentage of income from continuing operations before income taxes) was 31.6 percent in the first quarter of fiscal 2013 compared with 32.1 percent in the first quarter of fiscal 2012. In the first quarter of fiscal 2013, our effective tax rate benefited from tax elections resulting in the deductibility of certain expenses, a reduction in estimated non-U.S. tax liabilities and a reduction in state taxes due to changes in certain state tax laws. In the first quarter of fiscal 2012, our effective tax rate benefited from a reduction in state taxes due to changes in certain state tax laws and a reduction in estimated tax liabilities.

Note M — Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal market (or most advantageous market, in the absence of a principal market) for the asset or liability in an orderly transaction between market participants at the measurement date. Entities are required to maximize the use of observable inputs and minimize the use of unobservable inputs in measuring fair value, and to utilize a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:

•

Level 1 — Quoted prices in active markets for identical assets or liabilities.

•

Level 2 — Observable inputs other than quoted prices included within Level 1, including quoted prices for similar assets or

liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs other than quoted prices that are observable or are derived principally from, or corroborated by, observable market data by correlation or other means.

•

Level 3 — Unobservable inputs that are supported by little or no market activity, are significant to the fair value of the assets or liabilities, and reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

The following table represents the fair value hierarchy of our assets and liabilities measured at fair value on a recurring basis (at least annually) as of September 28, 2012:


	Level 1		Level 2		Level 3		Total
	(In millions)
Assets
Marketable equity securities (1)	$	4.1	$	—	$	—	$	4.1
Deferred compensation plan investments (2)
Money market fund		31.0		—		—		31.0
Stock fund		41.2		—		—		41.2
Equity security		22.3		—		—		22.3
Pension plan investments (3)
Stock funds		41.5		—		—		41.5
Government securities		32.5		—		—		32.5
Foreign currency forward contracts (4)		—		0.7		—		0.7
Liabilities
Deferred compensation plans (5)		98.1		—		—		98.1
Foreign currency forward contracts (6)		—		0.4		—		0.4

(1)	Represents investments classified as securities available-for-sale, which we include in the “Other current assets” line item in the accompanying Condensed Consolidated Balance Sheet (Unaudited).

(2)	Represents investments held in a Rabbi Trust associated with our non-qualified deferred compensation plans, which we include in the “Other current assets” and “Other non-current assets” line items in the accompanying Condensed Consolidated Balance Sheet (Unaudited).

(3)	Represents investments related to our defined benefit plan in the United Kingdom, which we include in the “Other non-current assets” line item in the accompanying Condensed Consolidated Balance Sheet (Unaudited).

(4)

Includes derivatives designated as hedging instruments, which we include in the “Other current assets” line item in the accompanying Condensed Consolidated Balance Sheet (Unaudited). The fair value of these contracts was measured using a market approach based on quoted foreign currency forward exchange rates for contracts with similar maturities.

(5)

Primarily represents obligations to pay benefits under certain non-qualified deferred compensation plans, which we include in the “Compensation and benefits” and “Other long-term liabilities” line items in the accompanying Condensed Consolidated Balance Sheet (Unaudited). Under these plans, participants designate investment options (including money market, stock, fixed-income and blended funds), which serve as the basis for measurement of the notional value of their accounts.

(6)

Includes derivatives designated as hedging instruments, which we include in the “Other accrued items” line item in the accompanying Condensed Consolidated Balance Sheet (Unaudited). The fair value of these contracts was measured using a market approach based on quoted foreign currency forward exchange rates for contracts with similar maturities.

The following table represents certain nonfinancial assets and liabilities measured and recorded at fair value on a nonrecurring basis as of September 28, 2012:


	Fair Value at			Fair Value Measurements Using									Total Gains/
	September 28, 2012			Level 1			Level 2			Level 3			(Losses)
	(In millions)
Broadcast Communications - Net assets of discontinued operation		$	300.0		$	—		$	—		$	300.0		$	(216.5)
CIS - Assets of discontinued operation		$	39.0		$	—		$	—		$	39.0		$	(5.8)

In the first quarter of fiscal 2013, we recorded additional non-cash impairment charges in discontinued operations to write down assets related to Broadcast Communications and CIS. See Note B — Discontinued Operations for additional information.

The following table represents the carrying amounts and estimated fair values of our significant financial instruments that were not measured at fair value (carrying amounts of other financial instruments not listed in the table below approximate fair value due to the short-term nature of those items):


	September 28, 2012				June 29, 2012
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In millions)
Financial Liabilities
Long-term debt (including current portion) (1)	$	1,895.7	$	2,189.2	$	1,887.8	$	2,148.1

(1)	The fair value was estimated using a market approach based on quoted market prices for our debt traded in the secondary market. If our long-term debt in our balance sheet were measured at fair value, it would be categorized in Level 2 of the fair value hierarchy.

Note N — Derivative Instruments and Hedging Activities

In the normal course of doing business, we are exposed to global market risks, including the effect of changes in foreign currency exchange rates. We use derivative instruments to manage our exposure to such risks and formally document all relationships between hedging instruments and hedged items, as well as the risk-management objective and strategy for undertaking hedge transactions. We recognize all derivatives in the accompanying Condensed Consolidated Balance Sheet (Unaudited) at fair value. We do not hold or issue derivatives for trading purposes.

At September 28, 2012, we had open foreign currency forward contracts with a notional amount of $75.4 million, of which $28.7 million were classified as fair value hedges and $46.7 million were classified as cash flow hedges. This compares with open foreign currency forward contracts with a notional amount of $103.9 million at June 29, 2012, of which $63.4 million were classified as fair value hedges and $40.5 million were classified as cash flow hedges. At September 28, 2012, contract expiration dates ranged from less than 1 month to 18 months with a weighted average contract life of 4 months.

Balance Sheet Hedges

To manage the exposure in our balance sheet to risks from changes in foreign currency exchange rates, we implement fair value hedges. More specifically, we use foreign currency forward contracts and options to hedge certain balance sheet items, including foreign currency denominated accounts receivable and inventory. Changes in the value of the derivatives and the related hedged items are reflected in earnings, in the “Cost of product sales and services” line item in the accompanying Condensed Consolidated Statement of Income (Unaudited). As of September 28, 2012, we had outstanding foreign currency forward contracts denominated in the British Pound, Euro, Canadian Dollar, Brazilian Real and Australian Dollar to hedge certain balance sheet items. The net gains or losses on foreign currency forward contracts designated as fair value hedges were not material for the quarter ended September 28, 2012 or for the quarter ended September 30, 2011. In addition, no amounts were recognized in earnings in the quarter ended September 28, 2012 or in the quarter ended September 30, 2011 related to hedged firm commitments that no longer qualify as fair value hedges.

Cash Flow Hedges

To manage our exposure to currency risk and market fluctuation risk associated with anticipated cash flows that are probable of occurring in the future, we implement cash flow hedges. More specifically, we use foreign currency forward contracts and options to hedge off-balance sheet future foreign currency commitments, including purchase commitments from suppliers, future committed sales to customers and intracompany transactions. These derivatives are primarily being used to hedge currency exposures from cash flows anticipated in our RF Communications segment related to programs in the United Kingdom and Canada. We also have hedged U.S. Dollar payments to suppliers to maintain our anticipated profit margins in our international operations. As of September 28, 2012, we had outstanding foreign currency forward contracts denominated in the Canadian Dollar, British Pound, Australian Dollar and Euro to hedge certain forecasted transactions.

These derivatives have only nominal intrinsic value at the time of purchase and have a high degree of correlation to the anticipated cash flows they are designated to hedge. Hedge effectiveness is determined by the correlation of the anticipated cash flows from the hedging instruments and the anticipated cash flows from the future foreign currency commitments through the maturity dates of the derivatives used to hedge these cash flows. These financial instruments are marked-to-market using forward prices and fair value quotes with the offset to other comprehensive income, net of hedge ineffectiveness. Gains and losses from other comprehensive income are reclassified to earnings when the related hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings. The cash flow impact of our derivatives is included in the same category in the accompanying Condensed Consolidated Statement of Cash Flows (Unaudited) as the cash flows of the item being hedged.

The net gains or losses from cash flow hedges recognized in earnings or recorded in other comprehensive income, including gains or losses related to hedge ineffectiveness, was not material in the quarter ended September 28, 2012 or in the quarter ended September 30,

2011. We do not expect the net gains or losses recognized in the “Accumulated other comprehensive income (loss)” line item in the accompanying Condensed Consolidated Balance Sheet (Unaudited) as of September 28, 2012 that will be reclassified to earnings from other comprehensive income within the next 12 months to be material.

Credit Risk

We are exposed to credit losses in the event of non-performance by counterparties to these financial instruments, but we do not expect any of the counterparties to fail to meet their obligations. To manage credit risks, we select counterparties based on credit ratings, limit our exposure to any single counterparty under defined guidelines and monitor the market position with each counterparty.

See Note M — Fair Value Measurements in these Notes for the amount of the assets and liabilities related to these foreign currency forward contracts in the accompanying Condensed Consolidated Balance Sheet (Unaudited) as of September 28, 2012, and see Note D — Accumulated Other Comprehensive Income (Loss) in these Notes for additional information on changes in accumulated other comprehensive income (loss) for the quarter ended September 28, 2012.

Note O — Business Segments

We structure our operations primarily around the products and services we sell and the markets we serve, and we report the financial results of our operations in the following three reportable operating or business segments — RF Communications, Integrated Network Solutions and Government Communications Systems. Our RF Communications segment is a global supplier of secure tactical radio communications and embedded high-grade encryption solutions for military, government and commercial organizations and also of secure communications systems and equipment for public safety, utility and transportation markets. Our Integrated Network Solutions segment provides mission-critical end-to-end information technology (“IT”) services; managed satellite and terrestrial communications solutions; and standards-based healthcare interoperability and image management solutions to support government, energy and healthcare customers. Our Government Communications Systems segment conducts advanced research and produces, integrates and supports highly reliable, net-centric communications and information technology that solve the mission-critical challenges of our civilian, intelligence and defense government customers, primarily the U.S. Government. Each business segment is comprised of multiple program areas and product and service lines that aggregate into such business segment.

In the third quarter of fiscal 2012, our Board of Directors approved a plan to exit CIS, which provided remote cloud hosting, and to dispose of the related assets, and we reported CIS as discontinued operations beginning with our financial results presented in our Quarterly Report on Form 10-Q for the third quarter of fiscal 2012. In the fourth quarter of fiscal 2012, our Board of Directors approved a plan to divest Broadcast Communications, which provides digital media management solutions in support of broadcast customers, and we reported Broadcast Communications as discontinued operations beginning with our financial results presented in our Fiscal 2012 Form 10-K. Both CIS and Broadcast Communications were formerly part of our Integrated Network Solutions segment. For additional information regarding discontinued operations, see Note B — Discontinued Operations . Our historical financial results, except for disclosures related to our cash flows, have been restated to account for CIS and Broadcast Communications as discontinued operations.

The accounting policies of our business segments are the same as those described in Note 1: “Significant Accounting Policies” in our Fiscal 2012 Form 10-K. We evaluate each segment’s performance based on its operating income or loss, which we define as profit or loss from operations before income taxes excluding interest income and expense, royalties and related intellectual property expenses, equity investment income or loss and gains or losses from securities and other investments. Intersegment sales are generally transferred at cost to the buying segment and the sourcing segment recognizes a profit that is eliminated. The “Corporate eliminations” line item in the tables below represents the elimination of intersegment sales and their related profits. The “Unallocated corporate expense” line item in the tables below represents the portion of corporate expenses not allocated to our business segments.

Total assets by business segment are summarized below:


	September 28, 2012		June 29, 2012
	(In millions)
Total Assets
RF Communications	$	1,250.7	$	1,344.8
Integrated Network Solutions		1,882.0		1,854.3
Government Communications Systems		1,015.5		1,001.4
Corporate		760.2		759.6
Discontinued operations		445.9		632.7

	$	5,354.3	$	5,592.8

Segment revenue, segment operating income and a reconciliation of segment operating income to total income from continuing operations before income taxes follow:


	Quarter Ended
	September 28, 2012			September 30, 2011
	(In millions)
Revenue
RF Communications	$	444.7		$	497.1
Integrated Network Solutions		375.7			418.6
Government Communications Systems		465.5			443.7
Corporate eliminations		(24.4	)		(23.3	)

	$	1,261.5		$	1,336.1


Income From Continuing Operations Before Income Taxes
Segment Operating Income:
RF Communications	$	134.1		$	154.0
Integrated Network Solutions		32.4			21.8
Government Communications Systems		67.1			63.1
Unallocated corporate expense		(16.7	)		(18.6	)
Corporate eliminations		(1.9	)		(1.5	)
Non-operating income (1)		—			0.7
Net interest expense		(27.4	)		(27.2	)

	$	187.6		$	192.3

(1)

“Non-operating income” includes equity investment income (loss), royalties and related intellectual property expenses, gains and losses on sales of investments and securities available-for-sale, and impairments of investments and securities available-for-sale. Additional information regarding non-operating income is set forth in Note K — Non-Operating Income .

REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Harris Corporation

We have reviewed the condensed consolidated balance sheet of Harris Corporation as of September 28, 2012, and the related condensed consolidated statements of income, comprehensive income and cash flows for the quarters ended September 28, 2012 and September 30, 2011. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Harris Corporation as of June 29, 2012, and the related consolidated statements of income, cash flows, and comprehensive income and equity for the year then ended, not presented herein, and in our report dated August 27, 2012, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of June 29, 2012, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Ernst & Young LLP

Boca Raton, Florida

October 31, 2012

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW

The following Management’s Discussion and Analysis (“MD&A”) is intended to assist in an understanding of Harris. MD&A is provided as a supplement to, should be read in conjunction with, and is qualified in its entirety by reference to, our Condensed Consolidated Financial Statements (Unaudited) and accompanying Notes appearing elsewhere in this Report. In addition, reference should be made to our audited Consolidated Financial Statements and accompanying Notes to Consolidated Financial Statements and Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Fiscal 2012 Form 10-K. Except for the historical information contained herein, the discussions in MD&A contain forward-looking statements that involve risks and uncertainties. Our future results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below in MD&A under “Forward-Looking Statements and Factors that May Affect Future Results.”

The following is a list of the sections of MD&A, together with our perspective on the contents of these sections of MD&A, which we hope will assist in reading these pages:

•

Results of Operations — an analysis of our consolidated results of operations and of the results in each of our three business segments, to the extent the business segment operating results are helpful to an understanding of our business as a whole, for the periods presented in our Condensed Consolidated Financial Statements (Unaudited). In this section of MD&A, “income from continuing operations” refers to income from continuing operations attributable to Harris Corporation common shareholders.

•

Liquidity and Capital Resources — an analysis of cash flows, common stock repurchases, dividends, capital structure and resources, off-balance sheet arrangements and commercial commitments and contractual obligations.

•

Critical Accounting Policies and Estimates — information about accounting policies that require critical judgments and estimates and about accounting standards that have been issued but are not yet effective for us and their potential impact.

•

Forward-Looking Statements and Factors that May Affect Future Results — cautionary information about forward-looking statements and a description of certain risks and uncertainties that could cause our actual results to differ materially from our historical results or our current expectations or projections.

Unless otherwise specified, disclosures in this MD&A relate solely to our continuing operations.

RESULTS OF OPERATIONS

Highlights

Operations results for the first quarter of fiscal 2013 include:

•

Revenue decreased 5.6 percent to $1,261.5 million in the first quarter of fiscal 2013 from $1,336.1 million in the first quarter of fiscal 2012;

•

Income from continuing operations decreased to $128.5 million in the first quarter of fiscal 2013 compared with $131.1 million in the first quarter of fiscal 2012;

•

Income from continuing operations per diluted share increased to $1.14 per diluted share in the first quarter of fiscal 2013 compared with $1.09 per diluted share in the first quarter of fiscal 2012;

•

Our RF Communications segment revenue decreased 10.5 percent to $444.7 million and operating income decreased 12.9 percent to $134.1 million in the first quarter of fiscal 2013 compared with the first quarter of fiscal 2012;

•

Our Integrated Network Solutions segment revenue decreased 10.2 percent to $375.7 million and operating income increased 48.6 percent to $32.4 million in the first quarter of fiscal 2013 compared with the first quarter of fiscal 2012. Operating income in the first quarter of fiscal 2012 included $9.6 million of acquisition-related charges;

•

Our Government Communications Systems segment revenue increased 4.9 percent to $465.5 million and operating income increased 6.3 percent to $67.1 million in the first quarter of fiscal 2013 compared with the first quarter of fiscal 2012; and

•

Net cash provided by operating activities was $120.5 million in the first quarter of fiscal 2013 compared with $78.7 million in the first quarter of fiscal 2012, a increase of 53.1 percent.

Consolidated Results of Operations


	Quarter Ended
	September 28, 2012			September 30, 2011			% Inc/(Dec)
	(Dollars in millions, except per share amounts)
Revenue:
RF Communications	$	444.7		$	497.1			(10.5	)%
Integrated Network Solutions		375.7			418.6			(10.2	)%
Government Communications Systems		465.5			443.7			4.9	%
Corporate eliminations		(24.4	)		(23.3	)		4.7	%

Total revenue		1,261.5			1,336.1			(5.6	)%

Cost of product sales and services		(848.3	)		(893.9	)		(5.1	)%

Gross margin		413.2			442.2			(6.6	)%
% of revenue		32.8	%		33.1	%

Engineering, selling and administrative expenses		(198.2	)		(223.4	)		(11.3	)%
% of revenue		15.7	%		16.7	%

Non-operating income		—			0.7			(100.0	)%
Interest income		0.5			0.9			(44.4	)%
Interest expense		(27.9	)		(28.1	)		(0.7	)%

Income before taxes		187.6			192.3			(2.4	)%
Income taxes		(59.3	)		(61.7	)		(3.9	)%
Effective tax rate		31.6	%		32.1	%


Income from continuing operations		128.3			130.6			(1.8	)%
Noncontrolling interests, net of income taxes		0.2			0.5			(60.0	)%

Income from continuing operations attributable to Harris Corporation common shareholders		128.5			131.1			(2.0	)%
% of revenue		10.2	%		9.8	%

Discontinued operations, net of income taxes		(214.3	)		(9.5	)		*

Net income (loss) attributable to Harris Corporation	$	(85.8	)	$	121.6			*


Income from continuing operations per diluted common share attributable to Harris Corporation common shareholders	$	1.14		$	1.09			4.6	%

*	Not meaningful

Revenue

The decrease in revenue in the first quarter of fiscal 2013 compared with the first quarter of fiscal 2012 was primarily due to lower revenue in our RF Communications and Integrated Network Solutions segments, partially offset by higher revenue in our Government Communications Systems segment. Revenue decreased in our RF Communications segment, primarily due to lower Tactical Communications revenue. Revenue decreased in our Integrated Network Solutions segment, primarily due to lower revenue in IT Services which was impacted by the loss of the National Reconnaissance Office “Patriot” program at the end of fiscal 2011. Revenue increased in our Government Communications Systems segment, primarily due to revenue increases from the Geostationary Operational Environmental Satellite — Series R (“GOES-R”) Ground and Antenna Segment weather programs for the National Oceanic and Atmospheric Administration (“NOAA”) and the Space Network Ground Segment Sustainment (“SGSS”) program for NASA. See the “Discussion of Business Segment Results of Operations” discussion below in this MD&A for further information.

Gross Margin

The slight decrease in gross margin as a percentage of revenue in the first quarter of fiscal 2013 compared with the first quarter of fiscal 2012 was primarily due to a lower percentage of our overall sales generated by our higher-margin RF Communications segment.

Engineering, Selling and Administrative Expenses

The decrease in engineering, selling and administrative (“ESA”) expenses and ESA expenses as a percentage of revenue in the first quarter of fiscal 2013 compared with the first quarter of fiscal 2012 was primarily due to a decrease in ESA expenses of approximately $18 million in our Integrated Network Solutions segment. A majority of this decrease was due to the impact of charges recorded

during the first quarter of fiscal 2012 for integration and other costs associated with our acquisitions of CapRock Holdings, Inc. and its subsidiaries, including CapRock Communications, Inc. (collectively, “CapRock”), the Global Connectivity Services business of the Schlumberger group (“Schlumberger GCS”) and Carefx Corporation (“Carefx”). See the “Discussion of Business Segment Results of Operations” discussion below in this MD&A for further information.

Non-Operating Income

In the first quarter of fiscal 2013, we had a $6.0 million gain on the sale of securities available-for-sale, mostly offset by a $5.8 million impairment of a cost-method investment. See Note K — Non-Operating Income in the Notes for further information .

Income Taxes

In the first quarter of fiscal 2013, our effective tax rate (income taxes as a percentage of income from continuing operations before income taxes) benefited from tax elections resulting in the deductibility of certain expenses, a reduction in estimated non-U.S. tax liabilities and a reduction in state taxes due to changes in certain state tax laws. In the first quarter of fiscal 2012, our effective tax rate benefited from a reduction in state taxes due to changes in certain state tax laws and a reduction in estimated tax liabilities.

Income From Continuing Operations Attributable to Harris Corporation Common Shareholders

The decrease in income from continuing operations in the first quarter of fiscal 2013 compared with the first quarter of fiscal 2012 was primarily due to lower operating income in our RF Communications segment, partially offset by higher operating income in our Integrated Network Solutions and Government Communications Systems segments. Operating income in our RF Communications segment decreased primarily due to lower Tactical Communications revenue. The higher operating income in our Integrated Network Solutions segment in the first quarter of fiscal 2013 compared with the first quarter of fiscal 2012 was primarily due to the impact of charges recorded in the first quarter of fiscal 2012 for integration and other costs associated with our acquisitions of CapRock, Schlumberger GCS and Carefx. See the “Discussion of Business Segment Results of Operations” discussion below in this MD&A for further information.

Discontinued Operations, Net of Income Taxes

Discontinued operations reflects the results of operations for Broadcast Communications and CIS. In the first quarter of fiscal 2013, the results of operations for Broadcast Communications and CIS included additional non-cash impairment charges of $216.5 million and $5.8 million, respectively. See Note B — Discontinued Operations in the Notes for further information .

Income From Continuing Operations Per Diluted Common Share Attributable to Harris Corporation Common Shareholders

The increase in income from continuing operations per diluted common share in the first quarter of fiscal 2013 compared with the first quarter of fiscal 2012 was primarily due to the significant reduction in average common shares outstanding as a result of shares repurchased during the first quarter of fiscal 2012. See the “Common Stock Repurchases” discussion below in this MD&A for further information.

Discussion of Business Segment Results of Operations

RF Communications Segment


	Quarter Ended
	September 28, 2012			September 30, 2011			% Inc/(Dec)
	(Dollars in millions)
Revenue	$	444.7		$	497.1			(10.5	)%
Segment operating income		134.1			154.0			(12.9	)%
% of revenue		30.2	%		31.0	%

RF Communications segment revenue in the first quarter of fiscal 2013 of $444.7 million included $306.7 million in Tactical Communications, a decline of 18 percent from $373.4 million in the first quarter of fiscal 2012; and $138.0 million in Public Safety and Professional Communications, an increase of 12 percent from $123.7 million in the first quarter of fiscal 2012. The decrease in RF Communications segment operating income and operating income as a percentage of revenue (“operating margin percentage”) in the first quarter of fiscal 2013 compared with the first quarter of fiscal 2012 was primarily due to a lower percentage of revenue in Tactical Communications, which has higher operating margin percentage than Public Safety and Professional Communications. In the U.S. market, we are managing through a market transition from one that previously benefited from strong operational tempo to a multi-billion modernization cycle driven by wideband technology.

Orders for our RF communications segment in the first quarter of fiscal 2013 totaled $363 million, including $254 million in Tactical Communications and $109 million in Public Safety and Professional Communications. The book-to-bill ratio in the first quarter of fiscal 2013 was .82 for the segment. At the end of the first quarter of fiscal 2013, backlog was $612 million in Tactical Communications and $623 million in Public Safety and Professional Communications.

During the first quarter of fiscal 2013, our RF communications segment was awarded a 5-year, $297 million Indefinite Delivery Indefinite Quantity (“IDIQ”) follow-on contract from the U.S. Department of the Navy for a broad portfolio of radio solutions to support modernization and standardization on Falcon III ^® . We were also awarded a $397 million Consolidated Single-Channel Handheld Radio (“CSCHR”) follow-on IDIQ contract to provide the U.S. Department of Defense (“DoD”) with Falcon III handheld radios. This 2-year contract includes two 1-year options that increase the potential value of the contract to $712 million. Significant international orders included $25 million from a government in the Middle East to provide high-frequency radios as part of a multi-year modernization program, $14 million from a European country for Falcon III handheld accessories and $15 million from a country in Latin America for both public safety and tactical radios. We also were awarded a $24 million contract from the Regional Municipality of Durham, Ontario to deploy a P25 simulcast radio system that will provide interoperability with adjacent municipalities and utility partners and can be adapted to support Long-Term Evolution (“LTE”) networks.

Integrated Network Solutions Segment


	Quarter Ended
	September 28, 2012			September 30, 2011			% Inc/(Dec)
	(Dollars in millions)
Revenue	$	375.7		$	418.6			(10.2	)%
Segment operating income		32.4			21.8			48.6	%
% of revenue		8.6	%		5.2	%

The decrease in Integrated Network Solutions segment revenue in the first quarter of fiscal 2013 compared with the first quarter of fiscal 2012 was primarily due to a decline in IT Services revenue, primarily from the loss of the Patriot program at the end of fiscal 2011, partially offset by solid revenue growth in Harris CapRock Communications. Integrated Network Solutions segment operating income and operating margin percentage were higher in the first quarter of fiscal 2013 compared with the first quarter of fiscal 2012, primarily due to the impact in Harris CapRock Communications of charges recorded in the first quarter of fiscal 2012 for integration and other costs associated with our acquisitions of CapRock, Schlumberger GCS and Carefx, and improved operating performance in Harris CapRock Communications and Healthcare Solutions. The increase in operating income was partially offset by lower operating income in IT Services, primarily from the loss of the Patriot program.

During the first quarter of fiscal 2013, our Integrated Network Solutions segment was awarded several contracts with the U.S. Department of Veterans Affairs (“VA”), including a 4-year, $47 million follow-on IT Services contract to expand the VA’s nationwide wireless network infrastructure from the initial 22 medical centers to 66, and two contracts totaling $18 million under the Transformation Twenty-One Total Technology (“T4”) IDIQ contract to improve electronic data interoperability for claims processing. Healthcare Solutions awards included a contract for $11 million under the U.S. General Services Administration’s Alliant IDIQ contract to provide an electronic health record system for the Department of Homeland Security. IT Services awards included a 4-year, $46 million contract to provide enterprise IT support services to the North American Air Defense Command (“NORAD”) and the U.S. Northern Command (“USNORTHCOM”) and a $65 million follow-on contract to operate and support the U.S. Air Force Space Command’s 50 ^th Space Wing. Orders for CapRock Communications included $44 million for satellite communications solutions under the Future COMSATCOM Services Acquisition (“FSCA”) contract.

Government Communications Systems Segment


	Quarter Ended
	September 28, 2012			September 30, 2011			% Inc/(Dec)
	(Dollars in millions)
Revenue	$	465.5		$	443.7			4.9	%
Segment operating income		67.1			63.1			6.3	%
% of revenue		14.4	%		14.2	%

Government Communications Systems segment revenue in the first quarter of fiscal 2013 compared with the first quarter of fiscal 2012 increased from the GOES-R Ground and Antenna Segment weather programs for NOAA and the SGSS program for NASA, partially offset by continued slower spending by DoD customers.

Government Communications Systems segment operating income was higher in the first quarter of fiscal 2013 compared with the first quarter of fiscal 2012, primarily driven by higher revenue and operating margins in Civil Programs, primarily attributable to the GOES-R weather programs, partially offset by lower operating income in Defense Programs. These results highlight the continuing trend in our Government Communications Systems segment, where we are experiencing sales growth in certain areas as a result of strong demand and good funding, partially offset by lower spending by DoD customers.

During the first quarter of fiscal 2013, our Government Communications Systems segment was awarded three contracts that provide essential elements of the Federal Aviation Administration’s (“FAA’s”) multi-billion dollar NextGen initiative: a 7-year, $331 million Data Communications Integrated Services (“DCIS”) contract to transform voice-based air traffic control to automated air traffic management; a 15-year, $291 million NextGen National Airspace System (“NAS”) Voice System (“NVS”) contract to create a modern VoIP network for communications among air traffic controllers, pilots and ground personnel; and a 5-year, $63 million NAS Enterprise Messaging Service (“NEMS”) IDIQ contract that provides the Systems Wide Information Management (“SWIM”) program with enterprise-wide data-sharing for a variety of critical information such as flight planning, traffic flow, surface radar and weather. We were also awarded a $51 million follow-on contract for the U.S. Army’s Modernization of Enterprise Terminals (“MET”) program for advanced satellite terminals that provide the worldwide backbone for high-priority military communications and a $43 million award from a classified customer.

Unallocated Corporate Expense and Corporate Eliminations


	Quarter Ended
	September 28, 2012		September 30, 2011		% Inc/(Dec)
	(Dollars in millions)
Unallocated corporate expense	$	16.7	$	18.6		(10.2	)%
Corporate eliminations		1.9		1.5		26.7	%

The decrease in unallocated corporate expense in the first quarter of fiscal 2013 compared with the first quarter of fiscal 2012 was primarily due to lower compensation and benefit plan expenses and cost-reduction actions taken in fiscal 2012. The increase in corporate eliminations in the first quarter of fiscal 2013 compared with the first quarter of fiscal 2012 was primarily due to higher intersegment eliminations between our Government Communications Systems segment and our Integrated Network Solutions segment.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows


	Quarter Ended
	September 28, 2012			September 30, 2011
	(In millions)
Net cash provided by operating activities	$	120.5		$	78.7
Net cash used in investing activities		(36.6	)		(81.9	)
Net cash used in financing activities		(116.1	)		(55.8	)
Effect of exchange rate changes on cash and cash equivalents		3.0			(2.5	)

Net decrease in cash and cash equivalents		(29.2	)		(61.5	)
Cash and cash equivalents, beginning of year		356.0			366.9

Cash and cash equivalents, end of quarter	$	326.8		$	305.4

Cash and Cash Equivalents: Our Condensed Consolidated Statement of Cash Flows (Unaudited) includes cash flows from Broadcast Communications and CIS. All line items on our Condensed Consolidated Balance Sheet (Unaudited) as of the end of the first quarter of fiscal 2013 and the end of fiscal 2012 have been adjusted to reflect Broadcast Communications and CIS as discontinued operations. The impact of cash flows from Broadcast Communications and CIS to our consolidated cash flows was not material to our net cash used in investing or financing activities in the first quarters of fiscal 2013 or fiscal 2012. For the impact of cash flows from Broadcast Communications or CIS to our net cash provided by operating activities, see “ Net cash provided by operating activities” below. It is our intention to use the expected net sales proceeds from the divestiture of Broadcast Communications and the disposition of assets related to CIS to return cash to our shareholders and invest in growing our core businesses.

Our cash and cash equivalents decreased $29.2 million to $326.8 million at the end of the first quarter of fiscal 2013 from $356.0 million at the end of fiscal 2012. The decrease was primarily due to $70.8 million used for net repayments of borrowings, $63.9 million used to repurchase shares of our common stock, $41.9 million used to pay cash dividends and $43.7 million used for additions of property, plant, and equipment and capitalized software, mostly offset by $120.5 million of net cash provided by operating activities and $60.5 million of proceeds from exercises of employee stock options.

Our financial position remained strong at September 28, 2012. We ended the first quarter of fiscal 2013 with cash and cash equivalents of $326.8 million; we have no long-term debt maturing until fiscal 2016; we have a senior unsecured $1 billion revolving credit facility that expires in September 2017 ($930 million of which was available to us as of September 28, 2012 as a result of $70 million of short-term debt outstanding under our commercial paper program, which was supported by such senior unsecured revolving credit facility); and we do not have any material defined benefit pension plan obligations.

Given our current cash position, outlook for funds generated from operations, credit ratings, available credit facility, cash needs and debt structure, we have not experienced to date, and do not expect to experience, any material issues with liquidity, although we can give no assurances concerning our future liquidity, particularly in light of the state of global commerce and financial uncertainty.

We also currently believe that existing cash, funds generated from operations, our credit facility and access to the public and private debt and equity markets will be sufficient to provide for our anticipated working capital requirements, capital expenditures, repurchases under our share repurchase program and potential acquisitions for the next 12 months and for the reasonably foreseeable future thereafter. We anticipate tax payments over the next three years to be slightly greater than our tax expense for the same period. Other than those cash outlays noted in the “Commercial Commitments and Contractual Obligations” discussion below in this MD&A, capital expenditures, repurchases under our share repurchase program and potential acquisitions, no other significant cash outlays are anticipated during the remainder of fiscal 2013.

There can be no assurance, however, that our business will continue to generate cash flows at current levels or that the cost or availability of future borrowings, if any, under our commercial paper program or our credit facility or in the debt markets will not be impacted by any potential future credit and capital markets disruptions. If we are unable to maintain cash balances or generate sufficient cash flow from operations to service our obligations, we may be required to sell assets, reduce capital expenditures, reduce or eliminate strategic acquisitions, reduce or terminate our share repurchase program, reduce or eliminate dividends, refinance all or a portion of our existing debt or obtain additional financing. Our ability to make principal payments or pay interest on or refinance our indebtedness depends on our future performance and financial results, which, to a certain extent, are subject to general conditions in or affecting the defense, government and integrated communications and information technology and services markets and to general economic, political, financial, competitive, legislative and regulatory factors beyond our control.

Net cash provided by operating activities: Our net cash provided by operating activities was $120.5 million in the first quarter of fiscal 2013 compared with $78.7 million in the first quarter of fiscal 2012. Cash flow from operations was positive in all of our business segments in the first quarter of fiscal 2013. The increase in net cash provided by operating activities in the first quarter of fiscal 2013 compared with the first quarter of fiscal 2012 was primarily due to increased cash collections at our RF Communications segment. The impact of cash flows from Broadcast Communications and CIS to our net cash provided by operating activities was not material in the first quarters of fiscal 2013 or fiscal 2012, except for $32.4 million of net cash used in operating activities by Broadcast Communications in the first quarter of fiscal 2013.

Net cash used in investing activities: Our net cash used in investing activities was $36.6 million in the first quarter of fiscal 2013 compared with $81.9 million in the first quarter of fiscal 2012. Net cash used in investing activities in the first quarter of fiscal 2013 primarily consisted of $39.9 million used for property, plant and equipment additions and $3.8 million used for capitalized software additions, partially offset by $7.9 million of proceeds received from the sale of securities available-for-sale. Net cash used in investing activities in the first quarter of fiscal 2012 consisted of $77.4 million used for property, plant and equipment additions and $4.5 million used for capitalized software additions. Our total capital expenditures, including capitalized software, in fiscal 2013 are expected to be between $210 million and $230 million.

Net cash used in financing activities: Our net cash used in financing activities was $116.1 million in the first quarter of fiscal 2013 compared with $55.8 million in the first quarter of fiscal 2012. Net cash used in financing activities in the first quarter of fiscal 2013 primarily consisted of $70.8 million used for net repayments of borrowings, $63.9 million used to repurchase shares of our common stock and $41.9 million used to pay cash dividends, partially offset by $60.5 million of proceeds from exercises of employee stock options. Net cash used in financing activities in the first quarter of fiscal 2012 primarily consisted of $406.2 million used to repurchase shares of our common stock and $32.6 million used to pay cash dividends, partially offset by $380.1 million of net proceeds from borrowings to partially fund such uses.

Common Stock Repurchases

During the first quarter of fiscal 2013, we used $50.0 million to repurchase 1,078,044 shares of our common stock under our repurchase program at an average price per share of $46.38, including commissions. During the first quarter of fiscal 2012, we used $400.0 million to repurchase 10,618,805 shares of our common stock under our repurchase program at an average price per share of $37.67, including commissions. In the first quarter of fiscal 2013 and first quarter of fiscal 2012, $13.9 million and $6.2 million, respectively, in shares of our common stock were delivered to us or withheld by us to satisfy withholding taxes on employee share-based awards. Shares repurchased by us are cancelled and retired.

On July 30, 2011, our Board of Directors approved a new share repurchase program that replaced our previous program and authorized us to repurchase up to $1 billion in shares of our common stock. As of September 28, 2012, we had a remaining authorization to repurchase approximately $483 million in shares of our common stock under our repurchase program, which does not have a stated expiration date. Our repurchase program has resulted, and is expected to continue to result, in repurchases in excess of the dilutive effect of shares issued under our share-based incentive plans. However, the level of our repurchases depends on a number of factors, including our financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors that our Board of Directors may deem relevant. Repurchases are expected to be funded with available cash and commercial paper and may be made through open-market transactions, private transactions, transactions structured through investment banking institutions or any combination thereof. The timing, volume and nature of share repurchases are subject to market conditions, applicable securities laws and other factors and are at our discretion and may be suspended or discontinued at any time.

Additional information regarding share repurchases during the first quarter of fiscal 2013 and our repurchase program is set forth in this Report under Part II. Item 2. “Unregistered Sales of Equity Securities and Use of Proceeds.”

Dividends

On August 25, 2012, our Board of Directors increased the quarterly cash dividend rate on our common stock from $.33 per share to $.37 per share, for an annualized cash dividend rate of $1.48 per share, which was our eleventh consecutive annual increase in our quarterly cash dividend rate and follows an additional mid-year increase in our quarterly cash dividend rate from $.28 per share to $.33 per share that we approved on February 27, 2012. Our annualized cash dividend rate was $1.32 per share for the last two quarters of fiscal 2012 and $1.12 per share for the first two quarters of fiscal 2012. There can be no assurances that our annualized cash dividend rate will continue to increase. Quarterly cash dividends are typically paid in March, June, September and December. We currently expect that cash dividends will continue to be paid in the near future, but we can give no assurances concerning payment of future dividends. The declaration of dividends and the amount thereof will depend on a number of factors, including our financial condition, capital requirements, results of operations, future business prospects and other factors that our Board of Directors may deem relevant.

Capital Structure and Resources

2012 Credit Agreement: As discussed in Note H — Credit Arrangements in the Notes, on September 28, 2012, we established our new $1 billion 2012 Credit Facility by entering into the 2012 Credit Agreement with a syndicate of lenders. The 2012 Credit Facility replaced our prior (i) $750 million five-year senior unsecured revolving credit facility established under the 2008 Credit Agreement, and (ii) $250 million 364-day senior unsecured revolving credit facility established under the Amended 364-Day Credit Agreement. The description of the 2012 Credit Facility and the 2012 Credit Agreement set forth in Note H — Credit Arrangements in the Notes is incorporated herein by reference.

Short-Term Debt: Our short-term debt at September 28, 2012 and June 29, 2012 was $82.4 million and $159.4 million, respectively, and primarily consisted of commercial paper issued to fund repurchases we made under our share repurchase program during the first quarter of fiscal 2012. Our commercial paper program was supported, at September 28, 2012, by our $1 billion 2012 Credit Facility and, at June 29, 2012, by our prior senior unsecured revolving credit facilities under the 2008 Credit Agreement and the Amended 364-Day Credit Agreement. The lower amount of short-term debt at September 28, 2012 compared with June 29, 2012 was primarily due to repayment and retirement of outstanding commercial paper.

Other: Our universal shelf registration statement, filed with the SEC on June 3, 2009, related to the potential future issuance of an indeterminate amount of securities, including debt securities, preferred stock, common stock, fractional interests in preferred stock represented by depositary shares and warrants to purchase debt securities, preferred stock or common stock, expired in June 2012. We expect to file with the SEC in fiscal 2013 a new automatically effective, universal shelf registration statement related to the potential future issuance of an indeterminate amount of securities of substantially similar types as covered under our recently expired universal shelf registration statement.

We expect to maintain operating ratios, fixed-charge coverage ratios and balance sheet ratios sufficient for retention of, or improvement to, our current debt ratings. There are no assurances that our debt ratings will not be reduced in the future. If our debt ratings are lowered below “investment grade,” then we may not be able to issue short-term commercial paper, but may instead need to borrow under our credit facility or pursue other options. In addition, if our debt ratings are lowered below “investment grade,” then we may also be required to provide cash collateral to support outstanding performance bonds. For a discussion of such performance bonds, see the “Commercial Commitments” discussion in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Fiscal 2012 Form 10-K. We do not currently foresee losing our investment-grade debt ratings, but no assurances can be given. If our debt ratings were downgraded, it could adversely impact, among other things, our future borrowing costs and access to capital markets and our ability to receive certain types of contract awards.

Off-Balance Sheet Arrangements

In accordance with the definition under SEC rules, any of the following qualify as off-balance sheet arrangements:

•

Any obligation under certain guarantee contracts;

•

A retained or contingent interest in assets transferred to an unconsolidated entity or similar entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets;

•

Any obligation, including a contingent obligation, under certain derivative instruments; and

•

Any obligation, including a contingent obligation, under a material variable interest held by the registrant in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the registrant, or engages in leasing, hedging or research and development services with the registrant.

Currently we are not participating in any material transactions that generate relationships with unconsolidated entities or financial partnerships, including variable interest entities, and we do not have any material retained or contingent interest in assets as defined above. As of September 28, 2012, we did not have material financial guarantees or other contractual commitments that are reasonably likely to adversely affect our results of operations, financial condition or cash flows. In addition, we are not currently a party to any related party transactions that materially affect our results of operations, financial condition or cash flows.

We have, from time to time, divested certain of our businesses and assets. In connection with these divestitures, we often provide representations, warranties and/or indemnities to cover various risks and unknown liabilities, such as environmental liabilities and tax liabilities. We cannot estimate the potential liability from such representations, warranties and indemnities because they relate to unknown conditions. We do not believe, however, that the liabilities relating to these representations, warranties and indemnities will have a material adverse effect on our results of operations, financial condition or cash flows.

Due to our downsizing of certain operations pursuant to acquisitions, restructuring plans or otherwise, certain properties leased by us have been sublet to third parties. In the event any of these third parties vacates any of these premises, we would be legally obligated under master lease arrangements. We believe that the financial risk of default by such sublessees is individually and in the aggregate not material to our results of operations, financial condition or cash flows.

Commercial Commitments and Contractual Obligations

The amounts disclosed in our Fiscal 2012 Form 10-K include our contractual obligations and commercial commitments. During the first quarter ended September 28, 2012, no material changes occurred in our contractual cash obligations to repay debt, to purchase goods and services and to make payments under operating leases or our commercial commitments and contingent liabilities on outstanding surety bonds, standby letters of credit and other arrangements as disclosed in our Fiscal 2012 Form 10-K.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our Condensed Consolidated Financial Statements (Unaudited) and accompanying Notes are prepared in accordance with U.S. generally accepted accounting principles. Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. These estimates and assumptions are affected by the application of our accounting policies. Our significant accounting policies are described in Note 1: “Significant Accounting Policies” in our Notes to Consolidated Financial Statements included in our Fiscal 2012 Form 10-K. Critical accounting policies and estimates are those that require application of management’s most difficult, subjective or complex judgments, often as a result of matters that are inherently uncertain and may change in subsequent periods. Critical accounting policies and estimates for us include: (i) revenue recognition on contracts and contract estimates, (ii) provisions for excess and obsolete inventory losses, (iii) impairment testing of goodwill, and (iv) income taxes and tax valuation allowances. For additional discussion of our critical accounting policies and estimates, see the “Critical Accounting Policies and Estimates” discussion in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Fiscal 2012 Form 10-K.

Impact of Recently Issued Accounting Standards

Accounting standards issued but not effective for us until after September 28, 2012 are not expected to have a material impact on our financial position, results of operations or cash flows.

FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS

This Report contains forward-looking statements that involve risks and uncertainties, as well as assumptions that, if they do not materialize or prove correct, could cause our results to differ materially from those expressed in or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including, but not limited to, statements concerning: our plans, strategies and objectives for future operations; new products, services or developments; future economic conditions, performance or outlook; the outcome of contingencies; the potential level of share

repurchases; the value of our contract awards and programs; expected cash flows or capital expenditures; our beliefs or expectations; activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future; and assumptions underlying any of the foregoing. Forward-looking statements may be identified by their use of forward-looking terminology, such as “believes,” “expects,” “may,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates,” “projects” and similar words or expressions. You should not place undue reliance on these forward-looking statements, which reflect our management’s opinions only as of the date of the filing of this Report and are not guarantees of future performance or actual results. Forward-looking statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following are some of the factors we believe could cause our actual results to differ materially from our historical results or our current expectations or projections:

•

We depend on U.S. Government customers for a significant portion of our revenue, and the loss of this relationship or a shift in U.S. Government funding priorities could have adverse consequences on our future business.

•

We depend significantly on U.S. Government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited. The termination or failure to fund, or negative audit findings for, one or more of these contracts could have an adverse impact on our business.

•

We enter into fixed-price contracts that could subject us to losses in the event of cost overruns or a significant increase in inflation.

•

We could be negatively impacted by a security breach, through cyber attack, cyber intrusion or otherwise, or other significant disruption of our IT networks and related systems or of those we operate for certain of our customers.

•

We derive a significant portion of our revenue from international operations and are subject to the risks of doing business internationally, including fluctuations in currency exchange rates.

•

Our reputation and ability to do business may be impacted by the improper conduct of our employees, agents or business partners.

•

We may not be successful in obtaining the necessary export licenses to conduct certain operations abroad, and Congress may prevent proposed sales to certain foreign governments.

•

The continued effects of the general downturn and weakness in the global economy and the U.S. Government’s budget deficits and national debt and potential sequestration could have an adverse impact on our business, operating results or financial condition.

•

Our future success will depend on our ability to develop new products, services and technologies that achieve market acceptance in our current and future markets.

•

We participate in markets that are often subject to uncertain economic conditions, which makes it difficult to estimate growth in our markets and, as a result, future income and expenditures.

•

We cannot predict the consequences of future geo-political events, but they may adversely affect the markets in which we operate our ability to insure against risks, our operations or our profitability.

•

We have made, and may continue to make, strategic acquisitions that involve significant risks and uncertainties.

•

Disputes with our subcontractors and the inability of our subcontractors to perform, or our key suppliers to timely deliver our components, parts or services, could cause our products or services to be produced or delivered in an untimely or unsatisfactory manner.

•

Third parties have claimed in the past and may claim in the future that we are infringing directly or indirectly upon their intellectual property rights, and third parties may infringe upon our intellectual property rights.

•

The outcome of litigation or arbitration in which we are involved is unpredictable and an adverse decision in any such matter could have a material adverse effect on our financial condition and results of operations.

•

We face certain significant risk exposures and potential liabilities that may not be covered adequately by insurance or indemnity.

•

Changes in our effective tax rate may have an adverse effect on our results of operations.

•

We have significant operations in locations that could be materially and adversely impacted in the event of a natural disaster or other significant disruption.

•

Changes in the regulatory framework under which our managed satellite and terrestrial communications solutions operations are operated could adversely affect our business, financial condition and results of operations.

•

We rely on third parties to provide satellite bandwidth for our managed satellite and terrestrial communications solutions, and any bandwidth constraints could harm our business, financial condition and results of operations.

•

Changes in future business or other market conditions could cause business investments and/or recorded goodwill or other long-term assets to become impaired, resulting in substantial losses and write-downs that would reduce our results of operations.

•

We must attract and retain key employees, and failure to do so could seriously harm us.

Additional details and discussions concerning some of the factors that could affect our forward-looking statements or future results are set forth in our Fiscal 2012 Form 10-K under Item 1A. “Risk Factors.” The foregoing list of factors and the factors set forth in Item 1A. “Risk Factors” included in our Fiscal 2012 Form 10-K and in Part II. Item 1A. “Risk Factors” in this Report are not exhaustive. Additional risks and uncertainties not known to us or that we currently believe not to be material also may adversely

impact our business, financial condition, results of operations and cash flows. Should any risks or uncertainties develop into actual events, these developments could have a material adverse effect on our business, financial condition, results of operations and cash flows. The forward-looking statements contained in this Report are made as of the date hereof and we disclaim any intention or obligation, other than imposed by law, to update or revise any forward-looking statements or to update the reasons actual results could differ materially from those projected in the forward-looking statements, whether as a result of new information, future events or otherwise. For further information concerning risk factors, see Part II. Item 1A. “Risk Factors” in this Report.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

In the normal course of doing business, we are exposed to the risks associated with foreign currency exchange rates and changes in interest rates. We employ established policies and procedures governing the use of financial instruments to manage our exposure to such risks.

Foreign Exchange and Currency: We use foreign currency forward contracts and options to hedge both balance sheet and off-balance sheet future foreign currency commitments. Factors that could impact the effectiveness of our hedging programs for foreign currency include accuracy of sales estimates, volatility of currency markets and the cost and availability of hedging instruments. A 10 percent change in currency exchange rates for our foreign currency derivatives held at September 28, 2012 would not have had a material impact on the fair value of such instruments or our results of operations or cash flows. This quantification of exposure to the market risk associated with foreign currency financial instruments does not take into account the offsetting impact of changes in the fair value of our foreign denominated assets, liabilities and firm commitments. See Note N — Derivative Instruments and Hedging Activities in the Notes for additional information.

Interest Rates: As of September 28, 2012, we had long-term debt obligations. The fair value of our long-term debt obligations is impacted by changes in interest rates; however, a 10 percent change in interest rates for our long-term debt obligations at September 28, 2012 would not have had a material impact on the fair value of such long-term debt obligations. Additionally, there is no interest rate risk associated with our long-term debt obligations on our results of operations and cash flows, because the interest rates on our long-term debt obligations are fixed, and because our long-term debt is not putable (redeemable at the option of the holders of the debt prior to maturity).

As of September 28, 2012, we also had short-term variable-rate debt outstanding, primarily under our commercial paper program, subject to interest rate risk. We utilize our commercial paper program to satisfy short-term cash requirements, including bridge financing for strategic acquisitions until longer-term financing arrangements are put in place and temporarily funding repurchases under our share repurchase program. The interest rate risk associated with this short-term debt on our results of operations and cash flows is not material.

We can give no assurances, however, that interest rates will not change significantly or have a material effect on the fair value of our long-term debt obligations or on our results of operations or cash flows over the next twelve months.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures: We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can provide only reasonable assurance of achieving their control objectives, and management necessarily is required to use its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As required by Rule 13a-15 under the Exchange Act, as of the end of the fiscal quarter ended September 28, 2012, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon this work and other evaluation procedures, our management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that as of the end of the fiscal quarter ended September 28, 2012 our disclosure controls and procedures were effective.

(b) Changes in internal control: We periodically review our internal control over financial reporting as part of our efforts to ensure compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. In addition, we routinely review our system of internal control over financial reporting to identify potential changes to our processes and systems that may improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include

such activities as implementing new, more efficient systems, consolidating the activities of business units, migrating certain processes to our shared services organizations, formalizing policies and procedures, improving segregation of duties and adding additional monitoring controls. In addition, when we acquire new businesses, we incorporate our controls and procedures into the acquired business as part of our integration activities. There have been no other changes in our internal control over financial reporting that occurred during the fiscal quarter ended September 28, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

General. From time to time, as a normal incident of the nature and kind of businesses in which we are, and were, engaged, various claims or charges are asserted and litigation or arbitration is commenced by or against us arising from or related to matters including, but not limited to: product liability; personal injury; patents, trademarks, trade secrets or other intellectual property; labor and employee disputes; commercial or contractual disputes; the prior sale or use of former products containing asbestos or other restricted materials; breach of warranty; or environmental matters. Claimed amounts against us may be substantial but may not bear any reasonable relationship to the merits of the claim or the extent of any real risk of court or arbitral awards. We record accruals for losses related to those matters against us that we consider to be probable and that can be reasonably estimated. Gain contingencies, if any, are recognized when they are realized and legal costs generally are expensed when incurred. While it is not feasible to predict the outcome of these matters with certainty, and some lawsuits, claims or proceedings may be disposed of or decided unfavorably to us, based upon available information, in the opinion of management, settlements, arbitration awards and final judgments, if any, which are considered probable of being rendered against us in litigation or arbitration in existence at September 28, 2012 are reserved against, covered by insurance or would not have a material adverse effect on our financial condition, results of operations or cash flows.

Tax Audits. Our tax filings are subject to audit by taxing authorities in jurisdictions where we conduct business. These audits may result in assessments of additional taxes that are subsequently resolved with the authorities or ultimately through established legal proceedings. We believe we have adequately accrued for any ultimate amounts that are likely to result from these audits; however, final assessments, if any, could be different from the amounts recorded in our Condensed Consolidated Financial Statements (Unaudited).

International. As an international company, we are, from time to time, the subject of investigations relating to our international operations, including under the U.S. export control laws, the Foreign Corrupt Practices Act (“FCPA”) and similar U.S. and international laws. As disclosed in our Fiscal 2012 Form 10-K, on April 4, 2011, we completed the acquisition of Carefx and thereby also acquired its subsidiaries, including in China (“Carefx China”). The consolidated revenue of the Carefx China operations for fiscal 2012 was approximately $1.4 million, or less than 0.1% of our consolidated revenue. In connection with our integration activities and the subsequent audit of the financials of the Carefx China operations, we became aware that certain entertainment, travel and other expenses in connection with the Carefx China operations may have been incurred or recorded improperly. In response, with the concurrence of our Audit Committee, we initiated an internal investigation, with the assistance of outside legal counsel, to determine whether violations of the FCPA potentially occurred. In the course of our investigation, we learned that certain employees of the Carefx China operations had provided pre-paid gift cards and other gifts and payments to certain customers and potential customers. Although our investigation is not complete, we have already taken remedial actions related to the Carefx China operations, including changes to internal control procedures, termination of the gift-giving practice, additional compliance training and termination of the employment of certain individuals. The preliminary results of the investigation have been disclosed to our Audit Committee, Board of Directors and auditors, and we have also contacted the U.S. Department of Justice and the SEC to voluntarily disclose that we are conducting the investigation and to advise that it is our intent to fully cooperate with any investigation that they may conduct with respect to this matter. We cannot predict at this time any regulatory action that may be taken with respect to this matter or any other potential consequences that may result. However, based on the information available to date, we do not believe that this matter will have a material adverse effect on our financial condition, results of operations or cash flows.

Item 1A. Risk Factors.

Investors should carefully review and consider the information regarding certain factors which could materially affect our business, results of operations, financial condition and cash flows as set forth under Item 1A. “Risk Factors” in our Fiscal 2012 Form 10-K. We do not believe that there have been any material changes to the risk factors previously disclosed in our Fiscal 2012 Form 10-K. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC. Additional risks and uncertainties not presently known to us or that we currently believe not to be material may also adversely impact our business, results of operations, financial position and cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

During the first quarter of fiscal 2013, we repurchased 1,078,044 shares of our common stock under our repurchase program at an average price per share of $46.36, excluding commissions. During the first quarter of fiscal 2012, we repurchased 10,618,805 shares of our common stock under our repurchase program at an average price per share of $37.65, excluding commissions. The level of our repurchases depends on a number of factors, including our financial condition, capital requirements, results of operations, future business prospects and other factors that our Board of Directors may deem relevant. The timing, volume and nature of share repurchases are subject to market conditions, applicable securities laws and other factors and are at our discretion and may be suspended or discontinued at any time. Shares repurchased by us are cancelled and retired.

The following table sets forth information with respect to repurchases by us of our common stock during the fiscal quarter ended September 28, 2012:


Period*	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs (1)		Maximum approximate dollar value of shares that may yet be purchased under the plans or programs (1)
Month No. 1
(June 30, 2012-July 27, 2012)
Repurchase Programs (1)		None		n/a		None		$533,269,788
Employee Transactions (2)		14,386		$41.02		n/a		n/a
Month No. 2
(July 28, 2012-August 24, 2012)
Repurchase Programs (1)		560,864		$46.09		560,864		$507,417,490
Employee Transactions (2)		221,193		$46.43		n/a		n/a
Month No. 3
(August 25, 2012-September 28, 2012)
Repurchase Programs (1)		517,180		$46.65		517,180		$483,291,396
Employee Transactions (2)		81,152		$47.42		n/a		n/a

Total		1,394,775		$46.38		1,078,044		$483,291,396

*	Periods represent our fiscal months.

(1)

On August 2, 2011, we announced that on July 30, 2011, our Board of Directors approved a new share repurchase program authorizing us to repurchase up to $1 billion in shares of our common stock through open-market transactions, private transactions, transactions structured through investment banking institutions or any combination thereof. Our share repurchase program does not have a stated expiration date and has resulted, and is expected to continue to result, in repurchases in excess of the dilutive effect of shares issued under our share-based incentive plans. The approximate dollar amount of our common stock that may yet be purchased under our share repurchase program as of September 28, 2012 was $483,291,396 (as reflected in the table above). However, the level of our repurchases depends on a number of factors, including our financial condition, capital requirements, cash flows, results of operations, future business prospects and other factors our Board of Directors may deem relevant. The timing, volume and nature of repurchases are subject to market conditions, applicable securities laws and other factors and are at our discretion and may be suspended or discontinued at any time. As a matter of policy, we do not repurchase shares during the period beginning on the 15th day of the third month of a fiscal quarter and ending two days following the public release of earnings and financial results for such fiscal quarter.

(2)

Represents a combination of (a) shares of our common stock delivered to us in satisfaction of the exercise price and/or tax withholding obligation by holders of employee stock options who exercised stock options, (b) shares of our common stock delivered to us in satisfaction of the tax withholding obligation of holders of performance shares or restricted shares that vested during the quarter, (c) performance shares or restricted shares returned to us upon retirement or employment termination of employees or (d) shares of our common stock purchased by, or sold to us by, the Harris Corporation Master Rabbi Trust, with the trustee thereof acting at our direction, to fund obligations of the Rabbi Trust under our deferred compensation plans. Our equity incentive plans provide that the value of shares delivered to us to pay the exercise price of options or to cover tax withholding obligations shall be the closing price of our common stock on the date the relevant transaction occurs.

Sales of Unregistered Securities

During the first quarter of fiscal 2013, we did not issue or sell any unregistered equity securities.

Item 3. Defaults Upon Senior Securities.

Not Applicable.

Item 4. Mine Safety Disclosures.

Not Applicable.

Item 5. Other Information.

Not Applicable.

Item 6. Exhibits.

The following exhibits are filed herewith or incorporated by reference to exhibits previously filed with the SEC:


(3)		(a) Restated Certificate of Incorporation of Harris Corporation (1995), as amended.

		(b) By-Laws of Harris Corporation, as amended and restated effective October 26, 2012, incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 31, 2012. (Commission File Number 1-3863)

(10)		(a)Amendment to Letter Agreement, dated as of July 23, 2012, by and between Harris Corporation and Howard L. Lance, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on July 26, 2012. (Commission File Number 1-3863) (b)Separation Agreement and Release of All Claims, dated as of August 21, 2012, by and between Harris Corporation and Jeffrey S. Shuman. (c)*Form of Restricted Stock Unit Award Agreement Terms and Conditions (as of June 30, 3012), incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 29, 2012. (Commission File Number 1-3863) (d) Revolving Credit Agreement, dated as of September 28, 2012, by and among Harris Corporation and the other parties thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2012. (Commission File Number 1-3863)

(12)		Computation of Ratio of Earnings to Fixed Charges.

(15)		Letter Regarding Unaudited Interim Financial Information.

(31.1)		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

(31.2)		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

(32.1)		Section 1350 Certification of Chief Executive Officer.

(32.2)		Section 1350 Certification of Chief Financial Officer.

(101.INS)		XBRL Instance Document.

(101.SCH)		XBRL Taxonomy Extension Schema Document.

(101.CAL)		XBRL Taxonomy Extension Calculation Linkbase Document.

(101.LAB)		XBRL Taxonomy Extension Label Linkbase Document.

(101.PRE)		XBRL Taxonomy Extension Presentation Linkbase Document.

(101.DEF)		XBRL Taxonomy Extension Definition Linkbase Document.

*	Management contract or compensatory plan or arrangement.

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 thereunto duly authorized.


	HARRIS CORPORATION (Registrant)

Date: October 31, 2012	By:	/s/ Gary L. McArthur
		Gary L. McArthur
		Senior Vice President and Chief Financial Officer
		(principal financial officer and duly authorized officer)

EXHIBIT INDEX


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

(3)		(a) Restated Certificate of Incorporation of Harris Corporation (1995), as amended.

		(b) By-Laws of Harris Corporation, as amended and restated effective October 26, 2012, incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 31, 2012. (Commission File Number 1-3863)

(10)		(a)Amendment to Letter Agreement, dated as of July 23, 2012, by and between Harris Corporation and Howard L. Lance, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on July 26, 2012. (Commission File Number 1-3863) (b)Separation Agreement and Release of All Claims, dated as of August 21, 2012, by and between Harris Corporation and Jeffrey S. Shuman. (c)*Form of Restricted Stock Unit Award Agreement Terms and Conditions (as of June 30, 3012), incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 29, 2012. (Commission File Number 1-3863) (d) Revolving Credit Agreement, dated as of September 28, 2012, by and among Harris Corporation and the other parties thereto, incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 4, 2012. (Commission File Number 1-3863)

(12)		Computation of Ratio of Earnings to Fixed Charges.

(15)		Letter Regarding Unaudited Interim Financial Information.

(31.1)		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

(31.2)		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

(32.1)		Section 1350 Certification of Chief Executive Officer.

(32.2)		Section 1350 Certification of Chief Financial Officer.

(101.INS)		XBRL Instance Document.

(101.SCH)		XBRL Taxonomy Extension Schema Document.

(101.CAL)		XBRL Taxonomy Extension Calculation Linkbase Document.

(101.LAB)		XBRL Taxonomy Extension Label Linkbase Document.

(101.PRE)		XBRL Taxonomy Extension Presentation Linkbase Document.

(101.DEF)		XBRL Taxonomy Extension Definition Linkbase Document.

*	Management contract or compensatory plan or arrangement.

Exhibit 3(a)

RESTATED CERTIFICATE

OF INCORPORATION

HARRIS CORPORATION

(1995)

RESTATED CERTIFICATE OF INCORPORATION

OF HARRIS CORPORATION

(1995)

HARRIS CORPORATION, a corporation organized and existing under and by virtue of an Act of the General Assembly of the State of Delaware, entitled “An Act Providing A General Corporation Law,” approved March 10, 1899, and the acts amendatory thereof and supplemental thereto, the Certificate of Incorporation of which was filed in the office of the Secretary of State of Delaware on December 6, 1926, and recorded in the office of the Recorder of Deeds of the State of Delaware in and for New Castle County on December 6, 1926, does hereby certify:

I. That the name under which this corporation was originally incorporated was “HARRIS-SEYBOLD-POTTER COMPANY.” This name was changed to “HARRIS-SEYBOLD COMPANY” by an amendment to the Certificate of Incorporation filed in the office of the Secretary of State of Delaware on April 3, 1946. The name was further changed to “HARRIS-INTERTYPE CORPORATION” by an amendment to the Certificate of Incorporation filed in the office of the Secretary of State of Delaware on June 27, 1957. The name was further changed to “HARRIS CORPORATION” by an amendment to the Restated Certificate of Incorporation (1972) filed in the office of the Secretary of State of Delaware on May 15, 1974.

II. That at a meeting of the Board of Directors of said corporation held on August 26, 1995, resolutions were duly adopted proposing an amendment to the Restated Certificate of Incorporation (October 1986) of said corporation, declaring said amendment to be advisable and directing that said amendment be submitted to the stockholders for their approval; that said amendment was duly adopted by a vote of the stockholders of said corporation on October 27, 1995; that the following Restated Certificate of Incorporation (1995) was duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware, that such incorporates that amendment adopted by the shareholders of the corporation on October 27, 1995 and hereby restates and integrates the provisions of said corporation’s Restated Certificate of Incorporation (October 1986) as theretofore amended or supplemented, and that there is no discrepancy between those provisions and the provisions of the following Restated Certificate of Incorporation (1995).

FIRST: The name of this corporation is

HARRIS CORPORATION

SECOND: Its registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange St., in the City of Wilmington, County of New Castle. The name and address of its registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange St., Wilmington, Delaware.

THIRD: The nature of the business, or objects or purposes proposed to be transacted, promoted or carried on are:

To acquire the entire assets, business and good will of the Harris Automatic Press Company, an Ohio corporation, and of any other corporations and in connection therewith to determine what portion of the assets so acquired shall constitute capital and what portion shall constitute surplus available for dividends on the capital stock of this corporation, such surplus not to exceed the combined surpluses of the companies whose assets are so acquired as of the time of the acquisition thereof;

To acquire, and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation;

To engage in the manufacture of printing and lithographing presses of any and all types and makes, also paper cutting and trimming machinery and any and all machines and articles that may be used in the printing and lithographing business;

To manufacture, purchase or otherwise acquire, own, mortgage, pledge, sell, assign and transfer, or otherwise dispose of, to invest, trade, deal in and deal with, goods, wares and merchandise and real and personal property of every class and description;

To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage, or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this corporation;

To guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of shares of the capital stock of, or any bonds, securities or evidence of indebtedness created by any other corporation or corporations organized under the laws of this state or any other state, country, nation or government and while the owner thereof to exercise all the rights, powers and privileges of ownership;

To issue bonds, debentures or obligations of this corporation from time to time, for any of the objects or purposes of the corporation, and to secure the same by mortgage, pledge, deed of trust, or otherwise;

To issue common stock, purchase warrants in connection with the sale or issue of the shares of capital stock of any class, or of other securities in order to vest in the purchasers or holders of such shares of capital stock or other securities the option right to purchase shares of common stock of the corporation in such amount and upon such terms as may be set forth in such warrants, all shares of common stock reserved for the purpose of being sold pursuant to the terms of such warrants to be free from any and all preemptive rights of any stockholders with respect thereto;

To purchase, hold, sell and transfer the shares of its own capital stock; provided it shall not use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of its capital; and provided further that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly;

To have one or more offices, to carry on all or any of its operations and business and without restriction or limit as to amount to purchase or otherwise acquire, hold, own, mortgage, sell, convey, or otherwise dispose of real and personal property of every class and description in any of the States, Districts, Territories or Colonies of the United States, and in any and all foreign countries, subject to the laws of such State, District, Territory, Colony or Country;

In general, to carry on any other business in connection with the foregoing, whether manufacturing or otherwise, and to have and exercise all the powers conferred by the laws of Delaware upon corporations formed under the act hereinafter referred to, and to do any or all of the things hereinbefore set forth to the same extent as natural persons might or could do.

The foregoing clauses shall be construed both as objects and powers; and it is hereby expressly provided that the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the powers of this corporation.

FOURTH: Section 1. The total number of shares of all classes of stock which this corporation shall have authority to issue is 251,000,000 shares, of which 250,000,000 shares shall be Common Stock of the par value of $1 per share and 1,000,000 shares shall be Preferred Stock without par value.

Section 2. The terms and provisions of the Common Stock of the par value of $1 per share are as follows:

A. The holders of Common Stock are entitled at all times to one vote for each share; subject, however, to the voting rights of the holders of the Preferred Stock. The Common Stock is subject to all of the terms and provisions of the Preferred Stock as fixed by the Board of Directors as hereinafter provided.

B. No holder of any class of shares of the corporation shall have any preemptive or other preferential right to subscribe to or purchase any shares of any class of stock of the corporation, whether now or hereafter authorized and whether unissued or in the treasury, or to subscribe to or purchase any obligations convertible into shares of any class of stock of the corporation, at any time issued or sold.

Section 3. The Preferred Stock shall be issued from time to time in one or more series with such distinctive serial designations and (a) may have such voting powers, full or limited, or may be without voting powers; (b) may be subject to redemption at such time or times and at such prices; (c) may be entitled to receive dividends (which may be cumulative or non-cumulative) at

such rate or rates; on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or series of stock; (d) may have such rights upon the dissolution of, or upon any distribution of the assets of, the corporation; (e) may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the corporation, at such price or prices or at such rates of exchange, and with such adjustments; and (f) shall have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the issue of such Preferred Stock from time to time adopted by the Board of Directors pursuant to authority so to do which is hereby vested in the Board.

FIFTH: This corporation is to have perpetual existence.

SIXTH: The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.

SEVENTH: In furtherance, and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

To make and alter the by-laws of this corporation, to fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.

From time to time to determine whether and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of this corporation (other than the stock ledger) or any of them, shall be open to inspection of stockholders; and no stockholder shall have any right of inspecting any account, book or document of this corporation except as conferred by statute, unless authorized by resolution of the stockholders or directors.

If the by-laws so provide, to designate two or more of its number to constitute an executive committee, which committee shall for the time being, as provided in said resolution or in the by-laws of this corporation, have and exercise any or all of the powers of the Board of Directors in the management of the business and affairs of this corporation, and have power to authorize the seal of this corporation to be affixed to all papers which may require it.

Pursuant to the affirmative vote of the holders of at least a majority of the stock issued and outstanding, having voting power, given at a stockholders’ meeting duly called for that purpose, or when authorized by the written consent of the holders of a majority of the voting stock issued and outstanding, the Board of Directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of this corporation, including its good will and its corporate franchises, upon such terms and conditions as its Board of Directors deems expedient and for the best interest of the corporation.

This corporation may in its by-laws confer powers upon its directors in addition to the foregoing, and in addition to the powers and authorities expressly conferred upon them by the statute.

Both stockholders and directors shall have power, if the by-laws so provide, to hold their meetings, and to have one or more offices within or without the State of Delaware, and to keep the books of this corporation (subject to the provisions of the statutes), outside of the State of Delaware, at such places as may be from time to time designated by the Board of Directors.

EIGHTH: This corporation reserves the right to amend, alter, change or repeal any provision contained in the Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

NINTH: Section 1. A. Higher Vote for Certain Business Combinations . In addition to any affirmative vote required by law or this Certificate of Incorporation, and except as otherwise expressly provided in Section 2 of this Article:

(i) any merger or consolidation or share exchange of this corporation or any Subsidiary (as hereinafter defined) with (a) any Interested Stockholder (as hereinafter defined) or (b) any other corporation (whether or not itself an Interested Stockholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Stockholder, in each case without regard as to which entity shall be the surviving entity; or

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) to or with any Interested Stockholder or any Affiliate of any Interested Stockholder of any assets of this corporation or any Subsidiary having an aggregate Fair Market Value of $1,000,000 or more; or

(iii) the issuance or transfer by this corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of this corporation or any Subsidiary to any Interested Stockholder or any Affiliate of any Interested Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $1,000,000 or more; or

(iv) the adoption of any plan or proposal for the liquidation or dissolution of this corporation proposed by or on behalf of an Interested Stockholder or any Affiliate of any Interested Stockholder; or

(v) any reorganization or reclassification of securities (including any reverse stock split, or recapitalization of this corporation, or any merger or consolidation of this corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving an Interested Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of this corporation or any Subsidiary which is directly or indirectly owned by any Interested Stockholder;

shall require the affirmative vote of the holders of at least 80 percent of the voting power of the then outstanding shares of capital stock of this corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class (it being understood that for purposes of this Article, each share of the Voting Stock shall have the number of votes granted to it pursuant to Article Fourth of this Certificate of Incorporation). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

B. Definition of “Business Combination.” The term “Business Combination” as used in this Article shall mean any transaction which is referred to in any one or more of Clauses (i) through (v) of Paragraph A of this Section 1.

Section 2. The provisions of Section 1 of this Article shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote as is required by law and any other provision of this Certificate of Incorporation, if all of the conditions specified in either of the following Paragraphs A and B are met:

A. Approved by Continuing Directors. The Business Combination shall have been approved by a majority of the Continuing Directors (as hereinafter defined).

B. Price and Procedure Requirements. All of the following conditions shall have been met:

(i) The aggregate amount of the cash and the Fair Market Value (as hereinafter defined) as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the highest share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Interested Stockholder for any shares of Common Stock acquired by it (a) within the 2-year period immediately prior to the first public announcement of the proposal of the Business Combination or (b) in the transactions in which it became an Interested Stockholder, whichever is higher;

(ii) The consideration to be received by holders of a particular class of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as the Interested Stockholder has previously paid for shares of such class of Voting Stock. If the Interested Stockholder has paid for shares of any class of Voting Stock with varying forms of consideration, the form of consideration for such class of Voting Stock shall be either cash or the form used to acquire the largest number of shares of such class of Voting Stock previously acquired by it.

(iii) A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public stockholders of this corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

Section 3. For the purposes of this Article:

A. A “person” shall mean any individual, firm, corporation or other entity.

B. “Interested Stockholder” shall mean any person (other than this corporation or any Subsidiary) who or which:

(i) is the beneficial owner, directly or indirectly, of more than 10 percent of the voting power of the outstanding Voting Stock; or

(ii) is an Affiliate of this corporation and at any time within the 2-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 10 percent or more of the voting power of the then outstanding Voting Stock; or

(iii) is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the 2-year period immediately prior to the date in question beneficially owned by any Interested Stockholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

C. A person shall be a “beneficial owner” of any Voting Stock:

(i) which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or

(ii) which such person or any of its Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangement or understanding; or

(iii) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.

D. For the purposes of determining whether a person is an Interested Stockholder pursuant to Paragraph B of this Section 3, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of Paragraph C of this Section 3 but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

E. “Affiliate” or “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on April 27, 1984, and shall include in any case any person that directly or indirectly controls or is controlled by or is under common control with the person specified.

F. “Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by this corporation; provided, however, that for the purposes of the definition of Interested Stockholder set forth in Paragraph B of this Section 3, the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by this corporation.

G. “Continuing Director” means any member of the Board of Directors of this corporation who is unaffiliated with the Interested Stockholder and was a member of the Board of Directors prior to the time that the Interested Stockholder became an Interested Stockholder, and any successor of a Continuing Director who is unaffiliated with the Interested Stockholder and is recommended to succeed a Continuing Director by a majority of Continuing Directors then on the Board.

H. “Fair Market Value” means (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board in good faith; and (ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board of Directors in good faith.

I. In the event of any Business Combination in which this corporation survives, the phrase “consideration [other than cash] to be received” as used in Paragraphs B(i) and (ii) of Section 2 of this Article shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares.

J. The directors of this corporation shall have the power and duty to determine on the basis of information known to them after reasonable inquiry, (i) whether a person is an

Interested Stockholder, (ii) the number of shares of Voting Stock beneficially owned by any person, (iii) whether a person is an Affiliate or Associate of another, and (iv) whether the assets which are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by this corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of $1,000,000 or more.

Section 4. Nothing contained in this Article shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

Section 5. Notwithstanding any other provisions of this Certificate of Incorporation or the bylaws of this corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or the bylaws of this corporation), the affirmative note of the holders of 80 percent or more of the voting power of the shares of the then outstanding Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article of this Certificate of Incorporation.

TENTH: Section 1. Any purchase by this corporation of shares of Voting Stock from an Interested Shareholder, other than pursuant to an offer to the holders of all of the outstanding shares of the same class of Voting Stock as those so purchased, at a per share price in excess of the Market Price at the time of such purchase of the shares so purchased, shall require the affirmative vote of the holders of that amount of the voting power of the Voting Stock equal to the sum of:

(i) the voting power of the shares of Voting Stock of which the Interested Shareholder is the beneficial owner, and

(ii) a majority of the voting power of the remaining outstanding shares of Voting Stock, voting together as a single class.

Section 2. In any election of directors of this corporation on or after the date on which any 40 percent Shareholder (as hereinafter defined) becomes a 40 percent Shareholder, and until such time as no 40 percent Shareholder any longer exists, there shall be cumulative voting for election of directors so that any holder of shares of Voting Stock entitled to vote in such election shall be entitled to as many votes as shall equal the number of directors to be elected multiplied by the number of votes to which such shareholder’s shares would be entitled except for the provision of this Section 2, and such shareholder may cast all of such votes for a single director, or distribute such votes among as many candidates as such shareholder sees fit. In any such election of directors, one or more candidates for the Board of Directors of the corporation may be nominated by a majority of the Disinterested Directors. With respect to any candidates nominated by a majority of the Disinterested Directors or by any person who is the beneficial owner of shares of Voting Stock having a Market Price of $100,000 or more, there shall be included in any proxy statement or other communication with respect to such election to be sent to holders of shares of Voting Stock by the corporation during the period in which there is a 40 percent Shareholder, at the expense of the corporation, descriptions and other statements of or with respect to such candidates submitted by them or on their behalf, which shall receive equal space, coverage and treatment as is received by candidates nominated by the Board of Directors or management of the corporation.

Section 3. It shall be the duty of any Interested Shareholder:

(i) to give or cause to be given written notice to the corporation, immediately upon becoming an Interested Shareholder, of such person’s status as an Interested Shareholder and of such other information as the corporation may reasonably require with respect to identifying all owners and amount of ownership of the outstanding Voting Stock of which such Interested Shareholder is a beneficial owner as defined herein, and

(ii) to notify the corporation promptly in writing of any change in the information provided in subparagraph (i) of this Section 3,

provided , however , that the failure of an Interested Shareholder to comply with the provisions of this Section 3 shall not in any way be construed to prevent the corporation from enforcing the provisions of this Article.

Section 4. For the purposes of this Article:

A. A “person” shall mean any individual, firm, corporation, or other entity.

B. “Voting Stock” shall mean the outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors.

C. “Interested Shareholder” shall mean any person (other than the corporation or any Subsidiary) who or which:

(i) is the beneficial owner, directly, or indirectly, of 5 percent or more of the voting power of the outstanding Voting Stock; or

(ii) is an Affiliate of the corporation and at any time within the 2-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 5 percent or more of the voting power of the then outstanding Voting Stock; or

(iii) is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the 2-year period immediately prior to the date in question beneficially owned by any Interested Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

D. “40 percent Shareholder” shall mean any person (other than the corporation or any Subsidiary) who or which:

(i) is the beneficial owner, directly or indirectly, of 40 percent or more of the voting power of the outstanding Voting Stock; or

(ii) is an Affiliate of the corporation and at any time within the 2-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 40 percent or more of the voting power of the then outstanding Voting Stock; or

(iii) is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the 2-year period immediately prior to the date in question beneficially owned by any 40 percent Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

E. A person shall be a “beneficial owner” of any Voting Stock:

(i) which such person or any of its Affiliates or Associates beneficially owns, directly or indirectly; or

(ii) which such person or any of its Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement, or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangement, or understanding; or

(iii) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of any shares of Voting Stock.

F. For the purpose of determining whether a person is an Interested Shareholder or a 40 percent Shareholder pursuant to this Section 4, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of Paragraph E of this Section 4 but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement, or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

G. “Market Price” means the last closing sale price immediately preceding the time in question of a share of the stock in question on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the last closing bid quotation with respect to a share of such stock immediately preceding the time in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use (or any other system of reporting or ascertaining quotations then available), or if such stock is not so quoted, the fair market value at the time in question of a share of such stock as determined by the Board in good faith.

H. “Fair Market Value” means:

(i) in the case of stock, the Market Price, and

(ii) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board in good faith.

I. “Disinterested Director” means any member of the Board of Directors of the corporation (the “Board”) who is unaffiliated with any Interested Shareholder and/or 40 percent Shareholder and was a member of the Board prior to the time that any Interested Shareholder or 40 percent Shareholder became an Interested Shareholder or 40 percent Shareholder, and any successor of a Disinterested Director who is unaffiliated with any Interested Shareholder or 40 percent Shareholder and is recommended to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board.

Section 5. A majority of the Disinterested Directors of the corporation shall have the power and duty to determine for the purposes of this Article, on the basis of information known to them after reasonable inquiry, (A) whether a person is an Interested Shareholder or a 40 percent Shareholder, (B) the number of shares of Voting Stock beneficially owned by any person, and (C) whether a person is an Affiliate or an Associate of another person. The good faith determination of a majority of the Disinterested Directors shall be conclusive and binding for all purposes of this Article.

Section 6. Notwithstanding any other provisions of this Certificate of Incorporation or the bylaws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation, or the bylaws of the corporation), the affirmative vote of the holders of at least 80 percent of the voting power of the outstanding Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article.

ELEVENTH: The business and affairs of this corporation shall be managed by or under the direction of a Board of Directors consisting of not less than 8 or more than 13 directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. The directors shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors.

At the 1985 annual meeting of stockholders, Class I directors shall be elected for a 1-year term, Class II directors for a 2-year term and Class III directors for a 3-year term. At each succeeding annual meeting of stockholders beginning in 1986, successors to the class of directors whose term expires at that annual meeting shall be elected for a 3-year term. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to

maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification, or removal from office. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.

Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred or preference stock issued by this corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article unless expressly provided by such terms.

No person (other than person nominated by or on behalf of the Board of Directors) shall be eligible for election as a director at any annual or special meeting of stockholders unless a written request that his or her name be placed in nomination is received from a stockholder of record by the Secretary of this corporation not less than 30 days prior to the date fixed for the meeting, together with the written consent of such person to serve as a director.

No director of this corporation shall be personally liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to this corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware Code, or (iv) for any transaction from which the director derived an improper personal benefit.

TWELFTH: No action shall be taken by stockholders of this corporation except at an annual or special meeting of stockholders of this corporation.

IN WITNESS WHEREOF, HARRIS CORPORATION has caused its corporate seal to be hereunto affixed and this Certificate to be signed by its Chairman, President and Chief Executive Officer, and its Assistant Secretary this 8th day of December, 1995.

HARRIS CORPORATION

By:

/s/ P. W. Farmer

P.W. Farmer, Chairman, President

and Chief Executive Officer

Attest:

/s/ K. G. Fink

K.G. Fink, Assistant Secretary

STATE OF FLORIDA )

BREVARD COUNTY ) ss:

BE IT REMEMBERED that on this 8th day of December, 1995, personally came before me, a Notary Public in and for the County and State aforesaid, P.W. Farmer, Chairman, President and Chief Executive Officer, and K.G. Fink, Assistant Secretary of Harris Corporation, a corporation of the State of Delaware, the corporation described in and which executed the foregoing Certificate, known to me personally to be such, and they, the said P.W. Farmer and K.G. Fink, as such Chairman, President and Chief Executive Officer, and such Assistant Secretary, duly executed said Certificate before me and acknowledged the said Certificate to be their act and deed and the act and deed of said corporation and that the facts stated therein are true; that the signatures of said Chairman, President and Chief Executive Officer, and Assistant Secretary of said corporation to said foregoing Certificate are in the handwriting of the said Chairman, President and Chief Executive Officer, and Assistant Secretary of said corporation, respectively, and that the seal affixed to said Certificate is the common or corporate seal of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year aforesaid.

/s/ Sandra DePascale

Sandra DePascale

Notary Public, State of Florida

Commission CC 342399

Commission Expires 02/13/98

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

HARRIS CORPORATION

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is:

HARRIS CORPORATION

2. The registered office of the corporation with the State of Delaware is changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby change to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Executed on December 20, 2007.

/s/ Scott T. Mikuen

Scott T. Mikuen

Corporate Secretary

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

HARRIS CORPORATION

HARRIS CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment to Section 1 of Article FOURTH of the Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and directing that said amendment be submitted to the stockholders of the Corporation for approval and adoption. The Board of Directors approved the following amendment to Section 1 of Article FOURTH of the Restated Certificate of Incorporation of the Corporation, to read in its entirety as follows:

“FOURTH: Section 1. The total number of shares of all classes of stock which this corporation shall have authority to issue is 501,000,000 shares, of which 500,000,000 shares shall be common stock of the par value of $1 per share and 1,000,000 shares shall be preferred stock without par value.”

SECOND: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment to Article ELEVENTH of the Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and directing that said amendment be submitted to the stockholders of the Corporation for approval and adoption. The Board of Directors approved amendments to Article ELEVENTH of the Restated Certificate of Incorporation of the Corporation so that such Article ELEVENTH shall read in its entirety as follows:

“ELEVENTH: The business and affairs of this corporation shall be managed by or under the direction of a Board of Directors consisting of not less than 8 or more than 13 directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors.

“At the 2008 annual meeting of stockholders, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2011 annual meeting of stockholders and until such directors’ successors shall have been elected and qualified. Commencing at the 2009 annual meeting of stockholders, directors shall be elected annually for terms of one year, except that any director in office at the 2009 annual meeting whose term expires at the annual meeting of stockholders in 2010 or 2011 (a “Continuing Classified Director”) shall

continue to hold office until the end of the term for which such director was elected and until such director’s successor shall have been elected and qualified. At each annual meeting of stockholders after the terms of all Continuing Classified Directors have expired, all directors shall be elected for terms expiring at the next annual meeting of stockholders and until such directors’ successors shall have been elected and qualified. In no case will a decrease in the number of directors shorten the term of any incumbent director. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his predecessor.

“Any director, or the entire Board of Directors, of this corporation may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors at a meeting of stockholders called for that purpose, except that Continuing Classified Directors may be removed only for cause.

“Notwithstanding the foregoing, whenever the holders of any one or more classes or series of preferred or preference stock issued by this corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes unless expressly provided by such terms.

“No person (other than a person nominated by or on behalf of the Board of Directors) shall be eligible for election as a director at any annual or special meeting of stockholders unless a written request that his or her name be placed in nomination is received from a stockholder of record by the Secretary of this corporation not less than 30 days prior to the date fixed for the meeting, together with the written consent of such person to serve as a director.

“No director of this corporation shall be personally liable to this corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to this corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under Section 174 of Title 8 of the Delaware Code, or (iv) for any transaction from which the director derived an improper personal benefit.”

THIRD: That thereafter, pursuant to the resolutions of the Board of Directors, the proposed amendments were submitted to the stockholders of the Corporation for consideration at the 2008 Annual Meeting of Shareholders, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, and at such meeting a majority of the outstanding stock entitled to vote thereon was voted in favor of the amendments.

FOURTH: That said amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Restated Certificate of Incorporation of Harris Corporation to be executed on its behalf by Scott T. Mikuen, an authorized officer of the Corporation as of this 28th day of October, 2008.


HARRIS CORPORATION

By:		/s/ Scott T. Mikuen
		Scott T. Mikuen
		Vice President, Associate General
		Counsel and Secretary

CERTIFICATE OF AMENDMENT

TO THE

RESTATED CERTIFICATE OF INCORPORATION

HARRIS CORPORATION

HARRIS CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation, declaring said amendment to be advisable and directing that said amendment be submitted to the stockholders of the Corporation for approval and adoption. Said amendment approved by the Board of Directors was to add a new Article THIRTEENTH to the Restated Certificate of Incorporation of the Corporation, which new Article THIRTEENTH reads in its entirety as follows:

“THIRTEENTH: Special meetings of stockholders of this corporation may be called at any time by, but only by, the board of directors of this corporation or, as and to the extent required by the by-laws of this corporation, by the Secretary of this corporation upon the written request of the holders of record of not less than 25% of the voting power of all outstanding shares of Common Stock of this corporation, such voting power to be calculated and determined in the manner specified, and with any limitations as may be set forth, in this corporation’s by-laws. Each special meeting shall be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting.”

SECOND: That thereafter, pursuant to the resolutions of the Board of Directors, the proposed amendment was submitted to the stockholders of the Corporation for consideration at the 2012 Annual Meeting of Shareholders, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, and at such meeting a majority of the outstanding stock entitled to vote thereon was voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.


HARRIS CORPORATION

By:		/s/ Scott T. Mikuen
		Scott T. Mikuen
		Vice President, General
		Counsel and Secretary

Exhibit 10(b)

EXECUTION COPY

SEPARATION AGREEMENT AND RELEASE OF ALL CLAIMS

Jeffrey S. Shuman

The intent of this Separation Agreement and Release of All Claims (“Agreement”) is to mutually and finally resolve all matters relating to your employment with and involuntary separation from Harris Corporation (“Harris”). All disputes between you and Harris have been settled and you have agreed to enter into a full and binding settlement releasing Harris from any and all liability.

Separation Date . Your employment with Harris will end at close of business on August 31, 2012 (your “Separation Date”). Your last day providing services as Senior Vice President, Chief Human Resources and Administrative Officer will be July 23, 2012. From that date until your Separation Date (your “Transition Period”), you agree to remain available to facilitate an orderly transition of your responsibilities, including to answer questions, provide information, attend meetings and perform such other services as reasonably requested. Your employment records will reflect that you are eligible for rehire at Harris.

Transition Period Pay . For services performed during the Transition Period, Harris will continue to pay you your annual base salary at the rate currently in effect (your “Transition Pay”). Your Transition Pay will be paid to you in a lump sum on January 28, 2013 (or if earlier, within ninety (90) days following your death).

Separation Pay . Pursuant to the December 12, 2008 Addendum to your Offer Letter from Harris dated July 5, 2005 (such offer letter and addendum collectively, the “Offer Letter”), as a result of your involuntary separation from Harris you are entitled to a lump sum amount equal to $477,793 ( i.e. , the aggregate of your current base salary of $425,000 and your pro-rata Fiscal Year 2012 Annual Incentive Plan target of $52,793) (the “Separation Pay”). But for the application of the six-month delay under Section 409A of the Internal Revenue Code (“Section 409A”) due to your status as a Specified Employee (the “Specified Employee Requirement”), your Separation Pay would have been paid to you within sixty (60) days following your separation from service. Due to the Specified Employee Requirement, no separation pay may be paid to you during the period beginning on the date of your separation from service and ending on the date that is six months following the date of your separation from service (or if earlier, on the date of your death). Accordingly, your Separation Pay will be paid to you in a lump sum on January 28, 2013 (or if earlier, within ninety (90) days following your death). You acknowledge and agree that the payment described in this Section 3 is conditional on your timely executing and delivering this Agreement to Harris and not revoking the Release of All Claims set forth herein.

Benefits Coverage . Effective as of the Separation Date, you will cease to be eligible for the employee benefit plans, programs and arrangements maintained by Harris in accordance with the applicable terms thereof. You will be offered the opportunity to elect continued coverage for yourself and your qualifying dependents under the Harris Medical, Dental, Vision Care, and Health Care Spending Account Plans in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).

5.	Vacation Pay . As soon as practicable but no later than thirty (30) days following the Separation Date, Harris will pay you in a lump sum for any unused accrued vacation time as of your Separation Date.


		Page 1 of 8

Retirement Plan Participation . Benefit accruals and contributions under the Retirement Plan and Supplemental Executive Retirement Plan, including matching contributions, will end as of your Separation Date; provided, however, that your deferral elections with respect to (i) the lump sum payment to you pursuant to Section 5 of this Agreement with respect to unused accrued vacation and (ii) the compensation, if any, payable to you pursuant to the Fiscal Year 2012 Performance Reward Plan or Fiscal Year 2012 Annual Incentive Plan shall remain in full force and effect.

Performance Reward Plan (PRP) . The timing and amount of payment owed to you under the Fiscal Year 2012 PRP will be governed by the terms and conditions of that plan. Payment, if any, will be based on your Fiscal Year 2012 eligible earnings and will be made in September 2012. The separation pay you receive pursuant to this Agreement is not considered eligible earnings for purposes of PRP.

Harris will pay you the lump sum amount you are entitled to receive as a Fiscal Year 2013 PRP payment pursuant to the terms of the PRP. The timing and amount of payment owed to you under the Fiscal 2013 PRP will be governed by that plan. It is currently estimated that such amount will be $1,593.

Annual Incentive Plan (AIP) . The timing and amount of payment owed to you under the Fiscal Year 2012 AIP will be governed by the terms and conditions of the AIP. Payment, if any, will be made in September 2012. Payment will be based on the company’s financial results and its assessment of your individual performance against established goals.

Harris will pay you the lump sum amount you are entitled to receive as a Fiscal Year 2013 AIP payment pursuant to the terms of the AIP and this Agreement. The timing and amount of payment owed to you under the Fiscal Year 2013 AIP will be governed by the terms and conditions of the AIP using your Fiscal Year 2012 target as the Fiscal 2013 target.

9.	Stock Options . The vesting (if any) and exercisability of the stock options you hold as of the Separation Date will be governed by the terms of the applicable Harris Equity Incentive Plan(s) and terms and conditions thereunder in effect at the time of the grant.

10.

Performance Share/Unit Awards . Each outstanding performance share/unit award which you hold as of the Separation Date will, notwithstanding your separation and the terms and conditions initially applicable to such award, remain outstanding and eligible to vest, as if you had remained employed by Harris. Final payout of such performance share/unit awards shall remain subject to adjustment for company financial performance, as of the end of the performance period. Except as modified by the provisions of this Section 10, such awards will continue to be governed by the applicable Harris Equity Incentive Plan(s) and terms and conditions thereunder in effect at the time of the grant. Dividends will be paid in cash on the performance-adjusted payouts. To the extent payable, such awards will be settled in shares in September following the end of the applicable performance period.

11.

Restricted Unit Awards . Each restricted unit award which you hold as of the Separation Date will, notwithstanding your separation and the terms and conditions initially applicable to such award, remain outstanding and eligible to vest, as if you had remained employed by Harris, as of the completion of the applicable restricted period. Except as modified by the provisions of this Section 11, such awards will continue to be governed by the applicable Harris Equity Incentive Plan(s) and terms and conditions thereunder in effect at the time of the grant. Such awards will be settled in shares following the end of the applicable restricted period.


		Page 2 of 8

12.

Post-Employment Transition Services . During the period from the Separation Date through January 31, 2013, you agree to make yourself available to facilitate an orderly transition of your responsibilities, including to answer questions, provide information, attend meetings and perform such other services as reasonably requested. Such services will be performed on mutually agreed upon dates and shall not unreasonably interfere with your other business or personal activities. As consideration for such services, you will receive a lump sum amount equal to $130,000, payable on February 1, 2013 (or if earlier, within ninety (90) days following your death).

You acknowledge and agree that you will provide such services as an independent contractor of Harris and that following the Separation Date you will not be considered for any purpose to be an employee or agent of Harris or have the authority to speak on behalf of or bind Harris. You further acknowledge and agree that following the Separation Date you will not be eligible for any employee benefit plans, programs or arrangements maintained by Harris, and you expressly disclaim any right to participate in such plans, programs or arrangements.

13.

No Further Benefits . Unless otherwise expressly provided herein or pursuant to applicable employee compensation or benefit arrangements, you will not be entitled to any pay, compensation, severance, insurance, or employment benefits from Harris after your Separation Date. You acknowledge and agree that the payments and benefits specified under this Agreement satisfy in their entirety any and all obligations of Harris to you under your Offer Letter, the Harris Corporation Severance Pay Plan, any other severance program, policy or arrangement maintained by Harris or otherwise.

14.

Executive Change in Control Severance and Indemnification Agreements; Resignation from Office . You acknowledge that effective as of the Separation Date, based on this Agreement and the consideration you receive pursuant hereto, and notwithstanding any provision therein to the contrary, the Amended and Restated Executive Change in Control Severance Agreement between you and Harris dated December 17, 2008 (the “Severance Agreement”) and the Indemnification Agreement between you and Harris dated October 28, 2005 (the “Indemnification Agreement”) are terminated in their entirety by mutual agreement and no longer have any force or effect. Notwithstanding the foregoing, obligations of Harris under the Indemnification Agreement with respect to your activity prior to the Separation Date shall continue in accordance with Section 15 of the Indemnification Agreement. You agree that no later than the Separation Date you will resign from any offices, directorships, committee memberships or other positions you hold with Harris or any of its affiliates. You agree to execute any documents provided by Harris to effectuate your resignation from such offices, directorships, committee memberships or other positions.

15.	Releasees . For purposes of this Agreement, “Releasees” include Harris and its affiliated companies and their officers, directors, shareholders, employees, agents, representatives, plans, trusts, administrators, fiduciaries, insurance companies, successors, and assigns.

16.

Release of All Claims . You, on behalf of yourself and your personal and legal representatives, heirs, executors, successors and assigns, hereby acknowledge full and complete satisfaction of, and fully and forever waive, release, and discharge Releasees from, any and all claims, causes of action, demands, liabilities, damages, obligations, and debts (collectively referenced as “Claims”), of every kind and nature, whether known or unknown, suspected or unsuspected, that you hold as of the date you sign this Agreement, or at any time previously held, against any Releasee, arising out of any matter whatsoever (except for breach of this Agreement). This release specifically includes, but is not limited to, any and all Claims:

Arising out of or in any way related to your employment with or separation from Harris, or any contract or agreement between you and Harris;


		Page 3 of 8

Arising under or based on the Equal Pay Act of 1963 (EPA); Title VII of the Civil Rights Act of 1964, as amended (Title VII); Section 1981 of the Civil Rights Act of 1866 (42 U.S.C. §1981); the Civil Rights Act of 1991 (42 U.S.C. §1981a); the Americans with Disabilities Act of 1990, as amended (ADA); the Family and Medical Leave Act of 1993, as amended (FMLA); the Genetic Information Nondiscrimination Act of 2008 (GINA); the National Labor Relations Act (NLRA); the Worker Adjustment and Retraining Notification Act of 1988 (WARN); the Uniform Services Employment and Reemployment Rights Act (USERRA); the Rehabilitation Act of 1973; the Occupational Safety and Health Act (OSHA); the Employee Retirement Income Security Act of 1974 (ERISA) (except claims for vested benefits, if any, to which you are legally entitled); the False Claims Act; Title VIII of the Corporate and Criminal Fraud and Accountability Act, as amended (18 U.S.C. §1514A) (Sarbanes-Oxley Act); the federal Whistleblower Protection Act and any state whistleblower protection statute(s); the Florida Civil Rights Act or any other fair employment practice statute(s) of any state;

Arising under or based on any other federal, state, county or local law, statute, ordinance, decision, order, policy or regulation prohibiting employment discrimination; providing for the payment of wages or benefits (including overtime and workers’ compensation); or otherwise creating rights or claims for employees, including, but not limited to, any and all claims alleging breach of public policy; the implied obligation of good faith and fair dealing; or any express, implied, oral or written contract, handbook, manual, policy statement or employment practice; or alleging misrepresentation; defamation; libel; slander; interference with contractual relations; intentional or negligent infliction of emotional distress; invasion of privacy; assault; battery; fraud; negligence; harassment; retaliation; or wrongful discharge; and

Arising under or based on the Age Discrimination in Employment Act of 1967 (“ADEA”), as amended by the Older Workers Benefit Protection Act (“OWBPA”), and alleging a violation thereof by any Releasee, at any time on or prior to the date this Agreement is executed.

17.

Filing an Action Despite Release . You agree that you will not file a civil action, lawsuit or administrative proceeding against any Releasee with respect to any of the Claims released herein (this does not include claims which, by law, cannot be waived). This provision prohibits you from recovering monetary or other relief in any legal proceeding brought by you or on your behalf, but does not apply to or limit your right to initiate or participate in an EEOC or other administrative proceeding in which you do not seek personal relief. This provision also does not preclude you from bringing suit to challenge the validity or enforceability of this Agreement under the ADEA, as amended by the OWBPA.

18.

Return of Property . You agree that, no later than your Separation Date, you will return to Harris all company information and property, in whatever form, including but not limited to documents, records, reports, notebooks, drawings, photographs, technical data, credit cards, keys, equipment, computer software, supplies, or other information or property containing confidential or proprietary information of Harris or its affiliates, and you agree that you will not retain copies of same. You further certify that, no later than your Separation Date, you will permanently delete from your personal computers, tablets or storage devices any and all documents and/or information relating to Harris and its affiliates.


		Page 4 of 8

19.

Confidentiality . In addition to your agreement to return company information and property to Harris, you acknowledge that, while employed by Harris, you had access to, acquired and/or assisted in the development of confidential and proprietary information, inventions, and trade secrets relating to the present and anticipated business and operations of Harris or its affiliates, including without limitation: research projects; manufacturing processes; sales and marketing methods; business opportunities; marketing plans; sales forecasts and product plans; distributor and customer pricing information; personnel data regarding employees of Harris or its affiliates, including salaries; and other information of a similar confidential nature not available to the public. You agree to keep confidential and not to disclose or use such confidential or proprietary information without the written consent of Harris or until such time as the information becomes public knowledge. You further agree not to use or disclose such confidential or proprietary information to solicit business directly or indirectly on behalf of any subsequent employer from any present or prospective customer(s) of Harris or its affiliates. You understand that these obligations continue even after you leave Harris’ employ.

20.

Non-Solicitation . Commencing on the date hereof and continuing through August 31, 2014, you agree that you will not (personally or through any person or entity) solicit, recruit, encourage, or induce any employees, directors, consultants, contractors, subcontractors or agents to leave the employ or service of Harris or any of its divisions, subsidiaries or affiliates, either on your own behalf or on behalf of any other person or entity. You also agree that this restriction is reasonable and necessary for the protection of Harris’ legitimate business interests and that a violation of this restriction will cause irreparable harm to Harris.

21.	Standards of Business Conduct . You acknowledge that you have read and understand Harris’ Standards of Business Conduct and that you do not have any information or knowledge as to non-compliance with, or violation of, the policies and standards set forth therein.

22.

Non-Disparagement . You agree that you will not criticize, disparage, defame, or otherwise attempt to impugn the character, integrity or reputation of Releasees or the products or services of Harris and its affiliates (verbally, in writing or otherwise), nor will you unlawfully interfere with any of the business relationships of Harris and its affiliates.

23.

Breach of Agreement . If you file or permit to be filed any civil action, lawsuit, or administrative proceeding against any Releasee seeking personal legal or equitable relief in connection with any matter relating to your employment with or separation from Harris, breach the restrictive covenants applicable to you under this Agreement or otherwise breach a provision of this Agreement, in addition to any other rights, remedies, or defenses Harris or the other Releasees may have, Harris may: (1) immediately terminate this Agreement, if still in effect, without further obligation or liability to you of any kind; (2) recover from you the aggregate dollar value of all pay, insurance, and other benefits provided to you following the Separation Date; and (3) recover from you all damages, costs and expenses, including reasonable attorneys’ fees and costs, incurred by Harris or the other Releasee(s) in defending such civil action, lawsuit or administrative proceeding or in connection with such breach. You further agree that any breach or threatened breach by you, intentional or otherwise, of the non-solicitation or other provisions of this Agreement will entitle Harris, in addition to other available remedies, to a temporary or permanent injunction or any other appropriate degree of specific performance (without bond or security being required) in order to enjoin such breach or threatened breach.


		Page 5 of 8

24.

No Admission of Liability . By entering into this Agreement, Harris does not admit to, and expressly denies, any liability or wrongdoing. In addition, you acknowledge and agree that this Agreement may not be used as evidence to claim or prove any alleged wrongdoing by Harris, other than failure to comply with the terms of this Agreement.

25.	Acknowledgement of ADEA Rights . You acknowledge as follows:

You are advised to consult with an attorney or other representative of your choice prior to signing this Agreement;

By executing this Agreement, you waive all rights or claims, if any, that you have or may have against any Releasee under the ADEA, as amended by the OWBPA, and under any state or local laws prohibiting age discrimination;

You are waiving rights and claims that you may have under the ADEA in exchange for consideration that is additional to anything of value to which you are already entitled;

You are not waiving rights and claims that you may have under the ADEA that may arise after the date this Agreement is signed;

You fully understand this Agreement and are signing it voluntarily and of your own free will;

You received this Agreement on or prior to your Separation Date, and you have up to 21 calendar days from that date to consider whether to sign it;

If you wish to sign this Agreement prior to the expiration of the 21-day period explained above, you may do so;

You have 7 calendar days following the date you sign this Agreement to revoke your release of claims under the ADEA, and your release of such claims will not become effective until the revocation period has expired without your revoking it (at which time it will become fully enforceable and irrevocable); and

To revoke your release of claims under the ADEA, you must deliver to Harris (via both U.S. mail and facsimile), within the 7-day revocation period, a signed written statement that you revoke your release of claims under the ADEA. The revocation must be postmarked within the period stated above and addressed to:

Scott T. Mikuen

Vice President, General Counsel and Secretary

Harris Corporation

1025 W NASA Blvd

Melbourne, Florida 32919

Facsimile No. 321-727-9616

If you revoke your release of claims under the ADEA, you understand that you will not be entitled to receive the separation pay and other benefits described herein.

26.

Section 409A . This Agreement will be interpreted and construed in a manner that avoids the imposition of taxes and other penalties under Section 409A (“409A Penalties”). In the event that the terms of this Agreement provide deferred compensation within the meaning of Section 409A and do not comply with such section and regulations promulgated thereunder, the parties will cooperate diligently to amend the terms of this Agreement to


		Page 6 of 8

avoid 409A Penalties, to the extent possible. In addition, in the event that the terms of this Agreement provide deferred compensation within the meaning of Section 409A, each payment of separation pay or other amount, or provision of benefits, pursuant to this Agreement will constitute a “separately identified” amount within the meaning of Treasury Reg. §1.409A-2(b)(2). Notwithstanding the foregoing, no particular tax result with respect to any income recognized in connection with this Agreement is guaranteed, and under no circumstances will Harris be responsible for any taxes, penalties, interest or other losses or expenses incurred by you due to any failure to comply with Section 409A.

27.

Entire Understanding . This Agreement constitutes the entire agreement between you and Harris with respect to the subjects addressed herein. However, this Agreement is not intended to supersede the provisions of your Harris Employee Agreement dated August 15, 2005, a copy of which has been provided to you, or any other obligations you may have regarding confidentiality, non-disclosure, intellectual property, ownership of inventions, non-competition and/or non-solicitation pursuant to any agreement with Harris.

28.

Withholding . Notwithstanding any other provision of this Agreement, Harris may withhold from amounts payable under this Agreement all amounts that are required or authorized to be withheld, including, but not limited to, federal, state, local and foreign taxes to be withheld by applicable laws or regulations.

29.	Successors and Assigns . This Agreement will be binding in all respects upon, and will inure to the benefit of, the parties’ representatives, heirs, executors, successors, and assigns.

30.

Governing Law . The validity and interpretation of this Agreement will be governed by Florida law without giving effect to principles of conflicts of law. The parties stipulate that jurisdiction and venue will lie exclusively in Brevard County, Florida or the United States District Court for the Middle District of Florida for any action involving the validity, interpretation and enforcement of this Agreement, for any claim for breach of this Agreement, and for damages or any other relief sought under this Agreement.

31.	Severability . If any of the provisions herein are determined to be invalid by a court, arbitrator, or government agency of competent jurisdiction, it is agreed that such determination will not affect the enforceability of the other provisions herein.

32.

Preparation of Agreement . This Agreement will be interpreted in accordance with the plain meaning of its terms and not strictly for or against any of the parties hereto. Regardless of which party initially drafted this Agreement, it will not be construed against any one party, and will be construed and enforced as a mutually-prepared document.

33.	Burden of Proof . Any party contesting the validity or enforceability of any term of this Agreement will be required to prove by clear and convincing evidence fraud, concealment, failure to disclose material information, unconscionability, misrepresentation, or mistake of fact or law.

34.	Counterparts and Telecopies . This Agreement may be executed in counterparts or by copies transmitted electronically, all of which have the same force and effect as the original.

PLEASE READ AND CAREFULLY CONSIDER THIS AGREEMENT BEFORE SIGNING IT. THIS AGREEMENT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS, INCLUDING BUT NOT LIMITED TO THOSE MADE UNDER FEDERAL, STATE, AND/OR LOCAL LAWS PROHIBITING DISCRIMINATION IN EMPLOYMENT, TO THE EXTENT PERMITTED BY LAW.


		Page 7 of 8

YOU AFFIRM AND ACKNOWLEDGE THAT, EXCEPT AS OTHERWISE PROVIDED HEREIN, HARRIS HAS PAID YOU ANY AND ALL WAGES, BONUSES, COMMISSIONS, INCENTIVES, SEVERANCE PAY, AND/OR VACATION PAY OWED TO YOU AS A RESULT OF YOUR EMPLOYMENT BY HARRIS, AND YOU AGREE THAT NO SUCH FURTHER PAYMENTS OR AMOUNTS ARE OR WILL BE OWED.

Agreed to:


Employee:	Harris Corporation

/s/ Jeffery S. Shuman	By:	/s/ Daniel R. Pearson
Signature	Name: Daniel R. Pearson
	Title: Executive Vice President, Chief Operating Officer

Jeffery S. Shuman	Date: August 21, 2012
Print Name

Date: August 21, 2012


		Page 8 of 8

Exhibit 12

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES


	Quarter Ended
	September 28, 2012		September 30, 2011
	(In millions, except ratios)
Earnings:
Income from continuing operations	$	128.3	$	130.6
Plus: Income taxes		59.3		61.7
Fixed charges		29.4		29.6
Amortization of capitalized interest		—		—
Less: Interest capitalized during the period		—		—
Undistributed earnings in equity investments		—		—

	$	217.0	$	221.9

Fixed Charges:
Interest expense	$	27.9	$	28.1
Plus: Interest capitalized during the period		—		—
Interest portion of rental expense		1.5		1.5

	$	29.4	$	29.6

Ratio of Earnings to Fixed Charges		7.38		7.50

Exhibit 15

The Board of Directors and Shareholders of Harris Corporation

We are aware of the incorporation by reference in the following Registration Statements:


Form S-8	No. 333-163647	Harris Corporation Retirement Plan,
Form S-8	No. 333-49006	Harris Corporation 2000 Stock Incentive Plan, and
Form S-8	No. 333-130124	Harris Corporation 2005 Equity Incentive Plan;

of our report dated October 31, 2012 relating to the unaudited condensed consolidated interim financial statements of Harris Corporation that are included in its Form 10-Q for the quarter ended September 28, 2012.

/s/ Ernst & Young LLP

Certified Public Accountants

Boca Raton, Florida

October 31, 2012

Exhibit 31.1

CERTIFICATION

I, William M. Brown, President and Chief Executive Officer of Harris Corporation, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2012 of Harris Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 31.2

CERTIFICATION

I, Gary L. McArthur, Senior Vice President and Chief Financial Officer of Harris Corporation, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2012 of Harris Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 32.1

Certification

Pursuant to Section 1350 of Chapter 63 of Title 18 of the

United States Code as Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

In connection with the filing of the Quarterly Report on Form 10-Q of Harris Corporation (“Harris”) for the fiscal quarter ended September 28, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, William M. Brown, President and Chief Executive Officer of Harris, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Harris as of the dates and for the periods expressed in the Report.

Exhibit 32.2

Certification

Pursuant to Section 1350 of Chapter 63 of Title 18 of the

United States Code as Adopted Pursuant to Section 906

of the Sarbanes-Oxley Act of 2002

In connection with the filing of the Quarterly Report on Form 10-Q of Harris Corporation (“Harris”) for the fiscal quarter ended September 28, 2012, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Gary L. McArthur, Senior Vice President and Chief Financial Officer of Harris, hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(2)

Date: October 31, 2012

/s/ William M. Brown

William M. Brown

President and Chief Executive Officer