Harris Corporation Form 10-K/yr-end 06-30-2000

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MSkNX4e6Md+1DwW5EHVvUf+5fBy8CRhxbPcMKopFdjqn77JYZh9vKJpBtG18AjTB TgoE84Fu6WU69wrc3F6d7A== /in/edgar/work/20000830/0000950152-00-006372/0000950152-00-006372.txt : 20000922 0000950152-00-006372.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950152-00-006372 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HARRIS CORP /DE/ CENTRAL INDEX KEY: 0000202058 STANDARD INDUSTRIAL CLASSIFICATION: [3663 ] IRS NUMBER: 340276860 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 001-03863 FILM NUMBER: 713634 BUSINESS ADDRESS: STREET 1: 1025 W NASA BLVD CITY: MELBOURNE STATE: FL ZIP: 32919 BUSINESS PHONE: 3217279100 MAIL ADDRESS: STREET 1: 1025 W NASA BLVD CITY: MELBOURNE STATE: FL ZIP: 32919 FORMER COMPANY: FORMER CONFORMED NAME: HARRIS SEYBOLD CO DATE OF NAME CHANGE: 19600201 10-K 1 l82915ae10-k.htm HARRIS CORPORATION 10-K Harris Corporation Form 10-K/yr-end 06-30-2000

TABLE OF CONTENTS


PART I
	Item 1. BUSINESS.
	Item 2. PROPERTIES.
	Item 3. LEGAL PROCEEDINGS.
	Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
PART II
	Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
	Item 6. SELECTED FINANCIAL DATA.
	Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
	Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
	Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
	Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
PART III
	Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
	Item 11. EXECUTIVE COMPENSATION.
	Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
	Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
PART IV
	Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
SIGNATURES
ANNUAL REPORT ON FORM 10-K
	REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
	Financial Statements
	Notes to Financial Statements
Exhibit 3(III)
Exhibit 10(D)(I)
Exhibit 12
Exhibit 21
Exhibit 23(A)
Exhibit 23(B)
Exhibit 27(A)
Exhibit 99

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K






(Mark One)
[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended June 30, 2000
	OR
[ ]	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		32919




(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (321) 727-9100

Securities Registered Pursuant to Section 12(b) of the Act:


		Name of each exchange
Title of each class		on which registered

Common Stock, par value $1 per share		New York Stock Exchange
Preferred Stock Purchase Rights		New York Stock Exchange

Securities Registered Pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant (1) 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. Yes x No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

The aggregate market value (based upon the closing price on the New York Stock Exchange) of the voting stock held by non-affiliates of the registrant as of August 25, 2000 was $1,993,597,775. For purposes of this calculation, the registrant has assumed that its directors and executive officers are affiliates.

The number of outstanding shares of the registrant’s Common Stock on August 25, 2000 was 68,995,754.

Documents Incorporated by Reference:

Portions of the registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on October 27, 2000 are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent described therein.

HARRIS CORPORATION AND SUBSIDIARY COMPANIES

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS


			Page No.

Part I:




ITEM	1.	Business		1




ITEM	2.	Properties		10




ITEM	3.	Legal Proceedings		10




ITEM	4.	Submission of Matters to a Vote of Security Holders		11




Executive Officers of the Registrant				12





Part II:




ITEM	5.	Market for the Registrant’s Common Equity and Related Stockholder Matters		14




ITEM	6.	Selected Financial Data		15




ITEM	7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16




ITEM	7A.	Quantitative and Qualitative Disclosure About Market Risk		28




ITEM	8.	Financial Statements and Supplementary Data		28




ITEM	9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		28





Part III:




ITEM	10.	Directors and Executive Officers of the Registrant		29




ITEM	11.	Executive Compensation		29




ITEM	12.	Security Ownership of Certain Beneficial Owners and Management		29




ITEM	13.	Certain Relationships and Related Transactions		29





Part IV:




ITEM	14.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K		30





Signatures				33





Financial Statements and Supplementary Data				34

PART I

Item 1. BUSINESS.

THE COMPANY

Harris Corporation is an international company focused on communications equipment for voice, data and video applications. Harris was incorporated in Delaware in 1926 as the successor to three companies founded in the 1890’s. The principal executive offices of Harris Corporation (hereinafter called “Harris” or the “Company”) are located at 1025 West NASA Boulevard, Melbourne, Florida 32919, and the telephone number is (321) 727-9100.

Recent Development of Business

During fiscal 2000, Harris continued its repositioning as a pure communications equipment company. Harris completed the spin-off of Lanier Worldwide, Inc. and the sale of Harris’ semiconductor business. Additionally, Harris announced its exit from the telephone switching and alarm management product lines. Harris also completed several acquisitions designed to strengthen its position in the communications markets.

Spin-off of Lanier Worldwide. In November 1999, Harris completed the spin-off of its Lanier Worldwide, Inc. subsidiary as an independent publicly owned company. The transaction was effected through the distribution of approximately 90% of the outstanding shares of common stock of Lanier to Harris shareholders. Harris retained the remaining 10% of Lanier’s outstanding shares.

Sale of Semiconductor Business. In August 1999, Harris completed the sale of substantially all of its semiconductor business to Intersil Corporation, a subsidiary of Sterling Holding Company, LLC, a Citicorp Venture Capital, Ltd. investment portfolio company. Upon consummation of the sale, Harris received $520 million in cash, $90 million of subordinated notes, and a 10% equity interest in Intersil Holding Corporation. In connection with the transaction, Intersil also assumed most of the liabilities associated with the semiconductor business. Intersil Holding Corporation completed its initial public offering in February 2000 and is now a publicly traded company. Harris also sold its suppression semiconductor business to Littlefuse, Inc. during fiscal 2000.

Repositioning. In addition to the spin-off of Lanier and the sale of the semiconductor business, Harris completed additional steps to reposition itself as a pure communications equipment company and also undertook an internal reorganization. The internal reorganization included the elimination of the sector organization level, reduction of general and administrative expenses and the realignment of the commercial and government businesses into one company focused on the communications market. Harris also decided to exit the telephone switching and alarm management product lines.

Acquisition of Louth Automation. In January 2000, Harris purchased Louth Automation, a leading supplier of advanced automation systems for digital television, over-the-air broadcast, and cable and industrial applications. Harris paid cash in the net amount of approximately $87 million. The acquisition of Louth Automation brings Harris competencies in automation and control to complement Harris’ leadership position in broadcast transmission and digital encoding, thus further broadening Harris’ global position in the broadcast markets.

Acquisition of TRT Lucent Technologies’ Point-to-Point Microwave Business. In June 2000, Harris purchased the point-to-point microwave business of TRT Lucent Technologies to enhance our capabilities in microwave communication product offerings. The acquisition also provides for a five-year preferred supplier agreement for Harris to serve the worldwide point-to-point microwave needs of Lucent’s wireless divisions.

As a result of the spin-off of Lanier Worldwide and the sale of all of the semiconductor business, Harris’ consolidated financial statements and notes for prior periods report these businesses as discontinued operations and accordingly, prior periods have been restated. In addition, as a result of its internal reorganization, the continuing operations of Harris are reported under two segments: (1) the Government Communications

segment, which is comprised of the operations of the former Electronic Systems Sector, and (2) the Commercial Communications segment, which is comprised of the operations of the former Communications Sector. Various corporate assets, other income, interest income, interest expense and corporate overhead expenses are not assigned to the segments.

General

Harris, along with its subsidiaries, is a worldwide company focused on the worldwide market for voice, data and video communications equipment.

Harris structures its operations around two segments: the Government Communications segment and the Commercial Communications segment, which has four divisions. Each of Harris’ divisions have been organized on the basis of specific communications technology and markets. For the most part, each operating division has its own marketing, engineering, manufacturing and service organization. Harris produces most of the products it sells, except for certain broadcast products sold by the Broadcast Communications Division, which products are sourced from a variety of manufacturers. Reference is made to the Note Business Segments in the Notes to Financial Statements for further information with respect to business segments.

Total revenues in fiscal 2000 increased to approximately $1.81 billion from approximately $1.74 billion a year earlier. Total sales in the United States increased approximately 2 percent from a year earlier while international sales, which amounted to approximately 27 percent of the total from continuing operations, increased approximately 9 percent. Net income from continuing operations for fiscal 2000 before an extraordinary item decreased to $25.0 million from $49.9 million in fiscal 1999.

The markets served and principal products of the Company’s business segments are as follows:

Commercial Communications Segment

The Commercial Communications segment serves four primary markets: (1) broadcast communications, (2) microwave communications, (3) network support, and (4) RF communications. This segment produces a comprehensive line of communications equipment and systems and application solutions for television and radio broadcast, radio-communication, wireless access and telecommunication. Products include:

• transmitters and studio equipment for digital and analog television,

• digital and analog AM and FM studio and transmission systems and products,

• telephone subscriber-loop test systems equipment,

• telecommunications tools and test sets,

• network management and workforce management systems,

• microwave communications products and systems, including broadband wireless access systems for high-speed Internet, data, video and voice services,

• secure communications systems,

• high frequency (HF), very high frequency (VHF) and ultra-high frequency (UHF) radio communication equipment, and

• air traffic and national law enforcement communication systems.

Government Communications Segment

The Government Communications segment designs, develops and produces state-of-the-art communication, information processing and electronic systems for the defense, air traffic, aerospace, telecommunications, and law enforcement markets. Applications of this segment’s technologies and products include:

• advanced avionics systems,

• aircraft, shipboard, spacecraft and missile communications,

• terrestrial and satellite communication antennas, terminals and networks,

• command, control, communication and intelligence systems, products and services,

• global positioning system-based control systems,

• signal and image processing,

• weather support systems,

• electronic warfare simulation,

• civil and military air traffic control systems, and

• integrated airport communication and management systems.

Financial Information About Business Segments

The financial results shown in the following table are presented to comply with current financial accounting standards relating to the Company’s business segment reporting. Information concerning the identifiable assets of the Company’s business segments is contained in the Note Business Segments in the Notes to Financial Statements. In calculating operating profit, allocation of certain expenses among the business segments involves the exercise of business judgment. Intersegment sales, which are insignificant, are accounted for at prices comparable to those paid by unaffiliated customers.

NET SALES AND OPERATING PROFIT BY BUSINESS SEGMENT*

(Dollars in millions)



	Fiscal Year Ended

	June 30, 2000			July 2, 1999			July 3, 1998

Net Sales




Government Communications	$	815.9		$	813.2		$	951.1




Commercial Communications		991.5			930.3			973.7

Total	$	1,807.4		$	1,743.5		$	1,924.8

Operating Income




Government Communications	$	58.1		$	52.1		$	43.9




Commercial Communications		(33.3	)		34.1			60.0




Headquarters Expense		(36.7	)		(31.0	)		(59.4	)




Other Income		48.2			19.3			57.6

Total	$	36.3		$	74.5		$	102.1

* Results include a $41 million restructuring expense and a $10.7 million write-off of purchased in-process research and development for fiscal 2000 which are both included in the Commercial Communications segment. Fiscal 2000 Other income includes a $21.9 million gain from the sale of Intersil Holding Corporation stock. Results include a $5.1 million restructuring expense in fiscal 1999 and a $16.1 million restructuring expense in fiscal 1998. The fiscal 1999 restructuring expense is included in Headquarters expense. In fiscal 1998, a $7.8 million restructuring expense is allocated to the Government Communications segment and a $8.3 million restructuring expense is allocated to the Commercial Communications segment. Commercial Communications segment results also include a $20.6 million special charge for litigation costs in fiscal 1999.

Description of Business

Commercial Communications Segment

The Commercial Communications segment designs, manufactures, and sells products characterized by three principal communication technologies:

      (1) wireless radio and broadband wireless access, including microwave radio products and systems, secure communications systems, HF, VHF and UHF products, and air traffic and national law enforcement communications systems;

      (2) broadcast, including digital and analog television and radio studio and transmission systems and products, automation and control systems, and systems integration; and

      (3) network support products and systems, including telephone test equipment and systems, and telecommunication network management and workforce management systems.

Sales in fiscal 2000 for the Commercial Communications segment increased 6.6 percent over fiscal 1999. Excluding sales from the recently exited telephone switching product line, the Commercial Communications segment sales increased from $803.7 million to $918.0 million or 14.2 percent. Segment operating loss of $33.3 million, down from profit of $34.1 million in fiscal 1999 was impacted by the $41.0 million restructuring charge and the $10.7 million purchased in-process research and development write-off in connection with the acquisition of Louth Automation as well as a $12.0 million write-down of inventory related to the exited telephone switching and alarm management product lines. The segment contributed 55 percent of Harris’ total sales from continuing operations in fiscal 2000 and 53 percent in fiscal 1999.

The Broadcast Communications Division is a leading manufacturer and supplier of digital and analog radio and television broadcast encoding and transmission equipment, systems and services, and radio studio equipment, systems and services. This division provided the nation’s first advanced television transmitter to broadcast digital television as well as the first commercial digital television application. The division is also expanding its efforts in the digital radio area and is developing the next wave of radio-broadcasting including In-Band/On Channel digital radio. The division’s products include (1) radio and television transmitters, antennas, and encoders and (2) audio, remote-control and video production systems. The division is also a leading supplier of mobile broadcast units and provides comprehensive television and radio studio integration services. Following the acquisition of Louth Automation, the division also supplies advanced automation systems for digital television, over-the-air broadcast, and cable and industrial applications.

The Microwave Communications Division is a leading producer of digital and analog microwave communication products and systems in North America and is expanding its international presence in such markets, particularly in Latin America and Europe. This division focuses on two primary applications for microwave: (1) links to connect cellular and PCS sites, and (2) private network applications. Private network applications include electric utilities, railroads, local governments, and emergency service operations where the public telephone network is not reliable, does not exist, or is not sufficiently secure. Additionally, this division designs, manufactures, and markets wireless local loop telephony equipment for private, government, and public phone system customers operating worldwide. This division also focuses on high-frequency communications and provides broadband wireless access to the latest Internet, voice, data and video applications, including millimeter wave technology. The division’s broadband wireless access products have dynamic bandwith-on-demand allocation capabilities which allow a single wireless link to serve many subscribers. The division has recently expanded its international offerings through the acquisition of the point-to-point microwave business of TRT Lucent Technologies. It is also anticipated that the division will be a leader in point-to-multipoint microwave applications following the closing of the acquisition of Wavtrace, Inc., a privately-held leading developer of broadband wireless access systems.

The Network Support Division provides a complete range of products and systems to test, manage, and enhance communications network infra-structures. The division supplies telecommunication products and systems, including automated line and telephone test systems and tools (including portable and remote test units), operational support systems to manage telephone subscriber loops, and network and workforce management systems. The division provides network management systems and services for large, multimedia

communications networks. The division has recently exited the telephone switching and alarm management product businesses.

The RF Communications Division is a leading supplier of multiband and secure wireless radio communication products, systems and services, including two-way HF, VHF and UHF radio equipment, and offers a comprehensive line of products, including ground-to-air avionics radios and systems for long-distance and short-distance communications for commercial, military, law enforcement and government applications. This division is a leader in lightweight, man-portable and mobile radios for law enforcement, tactical and military forces around the world. Its radio products include a secure, mobile communications platform that also provides law enforcement agents with access to the national crime information database for fingerprint matching.

Principal customers for products of the Commercial Communications segment include foreign and domestic commercial and industrial firms, radio and television broadcasters, communication companies, telephone companies, governmental and military agencies, utilities, railroads, construction companies and oil producers.

In general, the segment’s domestic products are sold and serviced directly to customers through the sales organizations of the operating divisions and through established distribution channels. Internationally, the segment markets and sells its products and services through established and newly created regional sales offices and established distribution channels and has increased its focus in South America and other promising international markets, particularly in the microwave radio area. See “International Business.”

The backlog of unfilled orders for this segment of Harris’ business was $367 million at July 31, 2000, substantially all of which is expected to be filled during the 2001 fiscal year, compared with approximately $366 million a year earlier.

Government Communications Segment

The Government Communications segment of Harris is engaged in advanced research, design, development and production of advanced communication, information processing and electronic products, services, systems and sub-systems for government and commercial organizations in the United States and internationally. The segment specializes in airborne, spaceborne, shipboard, and ground communications for the United States government. Applications of the segment’s state-of-the-art technologies include:

• communication and information management systems,

• advanced avionics systems,

• aircraft, shipboard, spacecraft and missile communications,

• terrestrial and satellite communication antennas, terminals and networks,

• display, signal and image processing,

• advanced aerospace and avionics products,

• command, control, communication and intelligence systems, products and services,

• electronic warfare simulation,

• air traffic control,

• weather support systems,

• law enforcement, and

• testing of complex electronics systems.

The Government Communications segment is a major supplier of advanced-technology communications and information processing systems to the United States Department of Defense, Federal Aviation Administration, National Aeronautics and Space Administration, Federal Bureau of Investigation and other federal and local government agencies, aircraft manufacturers, and airports.

Sales in fiscal 2000 for this business segment increased 0.3 percent to $815.9 million from $813.2 million in fiscal 1999. Operating profit increased 11.5 percent. These results were impacted by an $18.0 million write-off in fiscal 1999 for the settlement of claims and unrecoverable contract development costs on two contracts. Excluding this write-off, sales decreased one percent, and operating income declined 17.1 percent. This segment contributed 45 percent of Harris’ total sales from continuing operations in fiscal 2000 and 47 percent in fiscal 1999.

The Government Communications segment is a leading supplier of air-traffic control communication systems and is also a major supplier of custom aircraft and spaceborne communication and information processing systems, cockpit digital moving maps, controls and display processors, a leading supplier of terrestrial and satellite communication systems, including large deployable satellite antenna systems and flat panel phased array and single mission antennas, and is a preeminent supplier of super-high-frequency military satellite ground terminals for the Department of Defense. The segment is also diversifying into the commercial satellite business and has been awarded contracts to provide antennas for programs such as the Asian Cellular System.

The division is a major supplier of custom ground-based systems and software designed to collect, store, retrieve, process, analyze, display and distribute information for government, defense and law enforcement applications, including meteorological data processing systems and range management information systems. The segment also provides computer controlled electronic maintenance, logistic, simulation and test systems for military aircraft, ships and ground vehicles and provides sophisticated ground-based and shipboard command, control, communication and intelligence systems, products and services for many government end-users. The division’s electronic products enable high speed communications for platforms such as the USAF F-22 air superiority fighter and the Army’s Commanche advanced armed reconnaissance helicopter.

Specific examples of technology developed by the division include the development of a family of wideband digital links to support the transmission of radar, imagery, and video from reconnaissance aircraft, unmanned aerial vehicles, and satellites and the development of a digital map that electronically displays real-time terrain, flight paths, and target locations for fighter helicopters. The division also has extensive expertise in microelectronics and advanced wireless tracking technology. While classified projects are not discussed in this report, the operating results relating to classified projects are included in Harris’ consolidated financial statements, and the business risks associated with such projects do not differ materially from those of other projects for the United States government.

The segment has formed three joint ventures with the General Electric Company. GE-Harris Railway Electronics is a leader in communication-based electronic planning, scheduling and control systems for railways worldwide. GE Harris Energy Controls Systems is a leading supplier of intelligent energy management systems and services electric utilities. GE Harris Aviation Information Solutions provides information systems and services that enable airlines to monitor and analyze aircraft and engine performance data easier and faster, helping to improve airline efficiency and safety. The segment also has a joint venture with Sextant In-flight Systems to provide live television transmission to individual seats on commercial airlines.

Most of the sales of the Government Communications segment are made directly or indirectly to the United States government under contracts or subcontracts containing standard government contract clauses providing for redetermination of profits, if applicable, and for termination for the convenience of the government or for default of the contractor. These sales consist of a variety of contracts and programs with various governmental agencies, with no single program accounting for 10 percent or more of total Harris sales.

The backlog of unfilled orders for this segment of Harris’ business was $360 million at July 31, 2000, a substantial portion of which is expected to be filled during the 2001 fiscal year, compared with $420 million a year earlier.

International Business

Net sales in fiscal 2000 of products exported from the United States or manufactured abroad were $487.3 million or 27 percent of the Company’s total sales from continuing operations, compared with $448.5 million or 26 percent of the Company’s total sales from continuing operations in fiscal 1999 and $556.4

or 29 percent in fiscal 1998. The Company’s international sales include both direct exports from the United States and sales from foreign subsidiaries. Most of the international sales are derived from the Commercial Communications segment. Direct export sales are primarily denominated in U.S. dollars, whereas sales from foreign subsidiaries are generally denominated in the local currency of the subsidiary. Exports from the United States from continuing operations, principally to Europe, Latin America and Asia, totaled $229.7 million or 47 percent of the international sales from continuing operations in fiscal 2000, $242.2 million or 54 percent of the international sales from continuing operations in fiscal 1999 and $320.6 million or 58 percent of the international sales from continuing operations in fiscal 1998.

Foreign operations represented 14 percent of net sales from continuing operations and 17 percent of long-lived assets from continuing operations as of the end of fiscal 2000. Electronic products and systems are produced principally in the United States, and international electronic revenues are derived primarily from exports. Communication products assembly facilities are located in Brazil, Canada, China and the United Kingdom.

International marketing activities are conducted through subsidiaries which operate in Canada, Europe, Central and South America and Asia. Harris has also established a new international marketing organization and several regional sales offices. Reference is made to Exhibit 21 “Subsidiaries of the Registrant” for further information regarding foreign subsidiaries.

Harris utilizes indirect sales channels, including dealers, distributors and sales representatives, in the marketing and sale of some lines of products and equipment, both domestically and internationally. These independent representatives may buy for resale, or, in some cases, solicit orders from commercial or governmental customers for direct sales by Harris. Prices to the ultimate customer in many instances may be recommended or established by the independent representative and may be on a basis which is above or below the Company’s list prices. These independent representatives generally receive a discount from the Company’s list prices and may mark-up those prices in setting the final sales prices paid by the customer. During the 2000 fiscal year, sales from indirect sales channels represented 16 percent of Harris’ total sales and 19 percent of Harris’ international sales. Fiscal year 2000 orders came from a large number of foreign countries, no one of which accounted for five percent or more of the Company’s total orders.

Certain of Harris’ exports are paid for by letters of credit, with the balance carried either on an open account or installment note basis. Advance payments, progress payments or other similar payments received prior to or upon shipment often cover most of the related costs incurred. Performance guarantees by the Company are generally required on significant foreign government contracts. In order to stay competitive in international markets, the Company also enters into recourse financing in order to facilitate sales to certain customers.

The particular economic, social and political conditions for business conducted outside the United States differ from those encountered by domestic businesses. Management believes that the composite business risk for the international business as a whole is somewhat greater than that faced by its domestic operations as a whole. International business may subject the Company to risks such as:

• the laws and regulations of foreign governments relating to investments and operations,

• currency exchange controls, fluctuation of currency and currency revaluations,

• taxes,

• uncertainties as to local laws and enforcement of contract and intellectual property rights and occasional requirements for onerous contract clauses, and

• rapid changes in governments and economic and political policies, political or civil unrest or the threat of international boycotts and United States anti-boycott legislation.

Nevertheless, in the opinion of management, these risks are offset by the diversification of the international business and the protection provided by letters of credit and advance payments.

Except for inconsequential matters, such as matters involving road and utility rights-of-way, Harris has never been subjected to threat of government expropriation, either within the United States or abroad.

Financial information regarding the Company’s domestic and international operations is contained in the Note Business Segments in the Notes to Financial Statements.

Competition

Harris operates in highly competitive businesses that are sensitive to technological advances. Although successful product and systems development is not necessarily dependent on substantial financial resources, some of Harris’ competitors in each of its businesses are larger and can maintain higher levels of expenditures for research and development than Harris. Harris’ competitors in the Commercial Communications segment include large multinational communications companies as well as smaller companies with developing technology expertise. Harris’ competition for U.S. government contracts typically are large, technically competent firms with substantial assets. Harris concentrates in each of its businesses on the market opportunities which management believes are compatible with its resources, overall technological capabilities, and objectives. Principal competitive factors in these businesses are cost-effectiveness, product quality and reliability, service, ability to meet delivery schedules, and the effectiveness of dealers in international areas.

Principal Customers

Sales to the U.S. government, which is the Company’s only customer accounting for 10 percent or more of total sales, were 41 percent, 42 percent and 47 percent of the Company’s total sales from continuing operations in fiscal 2000, 1999 and 1998 respectively. All U.S. government contracts are terminable at the convenience of the U.S. government, as well as for default. Under contracts terminable at the convenience of the U.S. government a contractor is entitled to receive payments for its allowable costs and, in general, the proportionate share of fees or earnings for the work done. Contracts which are terminable for default generally provide that the U.S. government only pays for the work it has accepted and may require the contractor to pay for the incremental cost of reprocurement and may hold the contractor liable for damages.

Companies engaged in supplying goods and services to the U.S. government are dependent on congressional appropriations and administrative allotment of funds, and may be affected by changes in U.S. government policies resulting from various military and political developments. In many cases there is also additional uncertainty relating to the complexity of designs, necessity for design improvements, and difficulty in forecasting costs and schedules when bidding on developmental and highly sophisticated technical work. For further discussion of risks relating to U.S. government contracts see “Legal Proceedings.” It is not expected that changes to the Department of Defense budget will have a material effect on the profitability of Harris in fiscal 2001.

Backlog

Harris’ backlog of unfilled orders from continuing operations was approximately:

• $727 million at July 31, 2000,

• $786 million at July 31, 1999, and

• $741 million at July 31, 1998.

Substantially all of the backlog orders at July 31, 2000 are expected to be filled during fiscal 2001. The determination of backlog involves substantial estimating, particularly with respect to customer requirements contracts, and long-term contracts of a cost-reimbursement or incentive nature.

Research, Development and Engineering

Research and engineering expenditures by Harris for its continuing operations totaled approximately:

• $480 million in fiscal 2000,

• $500 million in fiscal 1999, and

• $591 million in fiscal 1998.

Company-sponsored research and product development costs for its continuing operations were approximately:

• $100 million in fiscal 2000,

• $92 million in fiscal 1999, and

• $94 million in fiscal 1998.

The portion of total research and engineering expenditures not Company-sponsored was funded by government and commercial customers. Company-funded research is directed to the development of new products and to building technological capability in selected communications and electronic systems areas. Government-funded research helps strengthen and broaden the technical capabilities of Harris in its areas of interest. Almost all of the operating divisions maintain their own engineering and new product development departments, with scientific assistance provided by advanced-technology departments.

Patents and Intellectual Property

Harris holds numerous patents which it considers, in the aggregate, to constitute an important asset. However, Harris does not consider its business or any business segment to be materially dependent upon any single patent or any group of related patents. Harris is engaged in a pro-active patent licensing program, especially in the Commercial Communications segment, and has entered into a number of unilateral license and cross-license agreements, many of which generate significant royalty income. Although existing license agreements have generated income in past years and will do so in the future, there can be no assurances Harris will enter into additional income producing license agreements. With regard to patents relating to the Government Communications segment, however, the U.S. government often has an irrevocable, non-exclusive, royalty-free license, pursuant to which the government may use or authorize others to use the inventions covered by such patents. Pursuant to similar arrangements, the government may consent to Harris’ use of inventions covered by patents owned by other persons.

Numerous trademarks used on or in connection with Harris products are considered to be a valuable asset of Harris.

Environmental and Other Regulations

The manufacturing facilities of Harris, in common with those of industry generally, are subject to numerous laws and regulations designed to protect the environment, particularly in regard to wastes and emissions. Harris believes that it has materially complied with these requirements and that such compliance has not had a material adverse effect on its business or financial condition. Expenditures to protect the environment and to comply with current environmental laws and regulations over the next several years are not expected to have a material impact on the Company’s competitive or financial position. If future laws and regulations contain more stringent requirements than presently anticipated, actual expenditures may be higher than the Company’s present estimates of those expenditures.

Waste treatment facilities and pollution control equipment have been installed to satisfy legal requirements and to achieve the Company’s waste minimization and prevention goals. An estimated $0.1 million was spent on environmental capital projects in fiscal 2000, $0.3 million in fiscal 1999 and $1.7 million in fiscal 1998. A significant portion of these expenditures related to discontinued operations; however, the Company has retained certain environmental liabilities with respect to those discontinued operations. The Company currently forecasts authorization for environmental-related capital projects totaling $0.1 million in fiscal 2001. These amounts may increase in future years.

Additional information regarding environmental matters is set forth in “Legal Proceedings” and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Raw Materials and Supplies

Because of the diversity of the Company’s products and services, as well as the wide geographic dispersion of its facilities, the Company uses numerous sources for the wide array of raw materials needed for its operations and for products that it sells. The Company is dependent upon suppliers and subcontractors for a large number of components and the ability of its suppliers and subcontractors to meet performance and quality specifications and delivery schedules. In some instances, the Company is dependent upon one or a few sources, either because of the specialized nature of a particular item or because of domestic preference requirements pursuant to which it operates on a given project. To date, the Company has not been materially adversely affected by the inability to obtain raw materials or products.

Employees

As of June 30, 2000, Harris had approximately 10,000 employees, of whom approximately 8,500 were located in the United States. In general, Harris believes that its relations with its employees are good.

Item 2. PROPERTIES.

Harris operates approximately 22 plants and approximately 66 offices in the United States, Canada, Europe, Central and South America and Asia, consisting of about 3.9 million square feet of manufacturing, administrative, warehousing, engineering and office facilities that are owned and about 1.1 million square feet of sales, office and manufacturing facilities that are leased. The leased facilities are for the most part occupied under leases for terms ranging from one year to 30 years, a majority of which can be terminated or renewed at no longer than five-year intervals at Harris’ option. The Company’s corporate headquarters are owned and located in Melbourne, Florida. The location of the principal manufacturing plants owned by the Company in the United States, and the business segments which utilize such plants are as follows: Government Communications segment — Malabar, Melbourne and Palm Bay, Florida; and Commercial Communications segment — Camarillo, Redwood Shores and Sunnyvale, California; Quincy, Illinois; Littleton, Massachusetts; Cincinnati, Ohio; San Antonio, Texas; and Rochester, New York. The Commercial Communications segment also has principal manufacturing plants which are owned by Harris and located outside of the United States including plants in: Sao Paulo, Brazil; Montreal, Canada; and Cambridge, U.K.

In the opinion of management, Harris’ facilities are suitable and adequate for their intended purposes and have capacities adequate for current and projected needs. Unused or under-utilized facilities are not considered significant.

As of June 30, 2000, the following facilities were in productive use by Harris in its operations:


			Approximate		Approximate
			Sq. Ft. Total		Sq. Ft. Total
Segment		Function	Owned		Leased

Commercial Communications		Office/Manufacturing		840,694		602,986
Government Communications		Office/Manufacturing		2,610,828		352,533





Other
Corporate		Offices		432,293		2,225
Sales/Service		Offices		0		171,015

	TOTALS			3,883,815		1,128,759

Item 3. LEGAL PROCEEDINGS.

From time to time, as a normal incident of the nature and kind of business in which the Company is engaged, various claims or charges are asserted and litigation commenced against the Company arising from or related to: product liability; patents, trademarks, or trade secrets; labor and employee disputes; breach of warranty; antitrust; distribution; or contractual relations. Claimed amounts 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 awards. While it is not feasible to predict the outcome of these matters with certainty, in the opinion of management, settlements and final judgments, if any, which might be rendered against the Company in existing litigation

are reserved against, covered by insurance or would not have a material adverse effect on the financial condition or the business of the Company as a whole.

Government contractors, such as the Company, engaged in supplying goods and services to the U.S. government and its various agencies are dependent on congressional appropriations and administrative allotment of funds and may be affected by changes in U.S. government policies. U.S. government contracts typically involve long lead times for design and development and are subject to significant changes in contract scheduling and may be unilaterally modified or cancelled by the government. Often these contracts call for successful design and production of complex and technologically advanced products or systems. The Company may participate in supplying goods and services to the U.S. government as either a prime contractor or as a subcontractor to a prime contractor. Disputes may arise between the prime contractor and the government and the prime contractor and its subcontractors and may result in litigation between the contracting parties.

From time to time, the Company, either individually or in conjunction with other U.S. government contractors, may be the subject of U.S. government investigations for alleged criminal or civil violations of procurement or other federal laws. These investigations may be conducted without the Company’s knowledge. The Company is currently cooperating with certain government representatives in investigations relating to potential violations of federal procurement and other laws. The Company is unable to predict the outcome of such investigations or to estimate the amounts of resulting claims or other actions that could be instituted against it, its officers or employees. Under present government procurement regulations, if indicted or adjudged in violation of procurement or other federal civil laws a contractor, such as the Company, or one or more of its operating divisions, could be suspended or debarred from eligibility for awards of new government contracts for up to three years. In addition, a government contractor’s foreign export control licenses could be suspended or revoked. As an international company, Harris is, from time to time, the subject of investigations relating to its international operations, including under the Foreign Corrupt Practices Act and similar laws. Management does not believe that the outcome of these current disputes or investigations will have a material adverse effect on the financial condition or the business of the Company as a whole.

In addition, the Company is subject to numerous federal and state environmental laws and regulatory requirements and is involved from time to time in investigations or litigation of various potential environmental issues concerning ongoing activities at its facilities or remediation as a result of past activities. The Company from time to time receives notices from the United States Environmental Protection Agency and equivalent state environmental agencies that it is a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (commonly known as the “Superfund Act”) and/or equivalent state legislation. Such notices assert potential liability for cleanup costs at various sites, which include Company-owned sites, previously owned sites and non-Company owned treatment or disposal sites, allegedly containing hazardous substances attributable to the Company from past operations. The Company has been named as a PRP at eleven such sites, excluding sites as to which the Company’s records disclose no involvement or as to which the Company’s liability has been finally determined. While it is not feasible to predict the outcome of many of these proceedings, in the opinion of management, any payments the Company may be required to make as a result of currently existing claims will not have a material adverse effect on the financial condition or the business of the Company as a whole.

Additional information regarding environmental matters is set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of security holders of Harris during the fourth quarter of fiscal 2000.

EXECUTIVE OFFICERS OF THE REGISTRANT (As of August 31, 2000).


			Executive Office
Name	Age		Currently Held	Past Business Experience

Phillip W. Farmer		62	Chairman of the Board, President and Chief Executive Officer	Chairman of the Board and Chief Executive Officer since July 1995. President from April 1993 to July 1999 and reappointed President in June 2000. Chief Operating Officer, 1993 to 1995. Executive Vice President and Acting President — Semiconductor Sector, 1991 to 1993. President — Electronic Systems Sector, 1989 to 1991. Senior Vice President — Sector Executive, 1988 to 1989. Vice President — Palm Bay Operations, 1986 to 1988. Vice President — General Manager, Government Support Systems Division, 1982 to 1986. Director since 1993.

Bryan R. Roub		59	Senior Vice President — Chief Financial Officer	Senior Vice President — Chief Financial Officer since October 1993. Senior Vice President — Finance, July 1984 to October 1993. Formerly with Midland-Ross Corporation in the capacities of: Executive Vice President — Finance, 1982 to 1984; Senior Vice President, 1981 to 1982; Vice President and Controller, 1977 to 1981; and Controller, 1973 to 1977.

Richard L. Ballantyne		60	Vice President — General Counsel and Secretary	Vice President — General Counsel and Secretary since November 1989. Formerly Vice President — General Counsel and Secretary, Prime Computer, Inc., 1982 to 1989.

James L. Christie		48	Vice President — Controller	Vice President — Controller since October 1999 and Vice President — Acting Controller from July 1999 to October 1999. Vice President — Internal Audit, August 1992 to June 1999. Director — Internal Audit, 1986 to 1992. Formerly Director — Internal Audit and Division Controller at Harris Graphics Corporation, 1985 to 1986. Various corporate and division financial positions at Harris, 1978 to 1985.

Nick E. Heldreth		58	Vice President — Human Resources and Corporate Relations	Vice President — Human Resources and Corporate Relations since July 1996. Vice President — Human Resources since June 1986. Formerly Vice President — Personnel and Industrial Relations, Commercial Products Division, Pratt & Whitney and various related assignments with United Technologies Corporation, 1974 to 1986.


			Executive Office
Name	Age		Currently Held	Past Business Experience

Robert K. Henry		53	President — Government Communications Systems Division	President — Government Communications Systems Division since July 1999. Vice President-General Manager of Communications Systems Division of the Electronic Systems Sector from November 1997 to July 1999. Formerly with Sanders, a Lockheed Martin company, in various capacities of increasing responsibility, including: Vice President of Engineering from May 1997 to November 1997; and Vice President-General Manager Information Systems from June 1995 to April 1997. Technical Operations Director, Martin Marietta from 1993 to June 1995. Business Interface South Manager, GE Aerospace, 1990 to 1993.

Ronald R. Spoehel		42	Vice President — Corporate Development	Vice President — Corporate Development since October 1994. Formerly, Senior Vice President, ICF Kaiser International, Inc., in various general management assignments including member of the office of the chairman, chief financial officer, and treasurer, 1990 to 1994; and Vice President, Investment Banking, Lehman Brothers (formerly Shearson Lehman Hutton Inc.), 1985 to 1990.

David S. Wasserman		57	Vice President — Treasurer	Vice President — Treasurer since January 1993. Vice President — Taxes, 1987 to 1993. Formerly Senior Vice President, Midland-Ross Corporation, 1979 to 1987.

There is no family relationship between any of the Company’s executive officers or directors, and there are no arrangements or understandings between any of the Company’s executive officers or directors and any other person pursuant to which any of them was elected as an officer or director, other than arrangements or understandings with directors or officers of the Company acting solely in their capacities as such.

All of the Company’s executive officers are elected annually and serve at the pleasure of the board of directors.

PART II

Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.

Harris Corporation Common Stock, par value $1 per share, is listed and traded on the New York Stock Exchange, Inc. (“NYSE”), under the ticker symbol “HRS,” and is also traded on the Boston, Chicago, Pacific and Philadelphia Stock Exchanges and through the Intermarket Trading System. As of August 25, 2000, there were approximately 9,817 holders of record of the Common Stock.

The high and low sales prices as reported in the consolidated transaction reporting system and the dividends paid on the Common Stock for each quarterly period in the last two fiscal years are reported below:


								Cash
		High			Low			Dividends

Fiscal 1999




	First Quarter	$	44	1/4	$	29	15/16	$	0.24




	Second Quarter	$	39	11/16	$	27	9/16	$	0.24




	Third Quarter	$	39	15/16	$	27	13/16	$	0.24




	Fourth Quarter	$	40	5/8	$	27	5/16	$	0.24

								$	0.96

Fiscal 2000




	First Quarter	$	39	11/16	$	23	5/8	$	0.24




	Second Quarter	$	28	15/16	$	18	1/4	$	0.05




	Third Quarter	$	39	3/8	$	23	3/4	$	0.05




	Fourth Quarter	$	36	3/4	$	26	5/8	$	0.05

								$	0.39

On August 25, 2000, the last sale price of the Harris Common Stock as reported in the consolidated transaction reporting system was $29.125 per share.

On August 26, 2000, the board declared a quarterly cash dividend of $0.05 per share which will be paid on September 22, 2000 to holders of record on September 8, 2000. The Company has paid cash dividends every year since 1941 and currently expects that cash dividends will continue to be paid in the future. Following the spin-off of Lanier, Harris reduced its annual dividend rate from $0.96 per share to its current annual level of $0.20 per share. The declaration of dividends and the amount thereof will depend on a number of factors, including Harris’ financial condition, capital requirements, results of operations, future business prospects and other factors the board of directors may deem relevant.

On October 22, 1999, the board authorized the Company to repurchase up to 15,000,000 shares of its Common Stock periodically in the open-market, in negotiated or block transactions or pursuant to tender offers. During fiscal year 2000, the Company repurchased approximately 10.7 million of its shares in open-market transactions.

On August 23, 1997, the board of directors of Harris approved a two-for-one stock split to shareholders of record at the close of business on September 4, 1997. All share information in this Annual Report on Form 10-K has been restated to reflect the stock split.

Item 6. SELECTED FINANCIAL DATA.

The following table summarizes selected historical financial information of Harris Corporation and its subsidiaries for each of the last five fiscal years. All amounts presented have been restated on a continuing operations basis. Discontinued operations and the restructuring charges are more fully discussed in the Notes to Financial Statements. The selected financial information shown below has been derived from Harris’ audited consolidated financial statements. This table should be read in conjunction with other financial information of Harris, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements included elsewhere herein.



		Fiscal Years Ended

		2000 (1)			1999 (2)			1998 (3)		1997		1996


		(In millions, except per share amounts)




Revenue from sales and services			$1,807.4		$	1,743.5		$	1,924.8	$	1,948.6	$	1,797.1




Cost of sales and services			1,352.6			1,278.3			1,443.5		1,460.7		1,325.6




Interest expense			25.2			9.8			12.5		23.8		33.3




Income from continuing operations before income taxes			38.5			78.0			103.7		99.2		77.3




Income taxes			13.5			28.1			37.3		34.9		27.7




Income from continuing operations before extraordinary item			25.0			49.9			66.4		64.3		49.6




Discontinued operations net of income taxes			(7.0	)		12.4			66.6		143.2		128.8




Income before extraordinary item			18.0			62.3			133.0		207.5		178.4




Extraordinary loss from early retirement of debt net of income taxes			—			(9.2	)		—		—		—




Net income			18.0			53.1			133.0		207.5		178.4




Average shares outstanding (diluted)			73.4			79.7			80.0		78.8		77.8




Per share data (diluted):




	Income from continuing operations before extraordinary item		0.34			0.63			0.83		0.81		0.64




	Discontinued operations		(0.09	)		0.16			0.83		1.82		1.65




	Extraordinary loss		—			(0.12	)		—		—		—




	Net income		0.25			0.67			1.66		2.63		2.29




	Cash dividends		0.39			0.96			.88		.76		.68




Net working capital			1,073.1			224.1			268.6		310.6		386.0




Net plant and equipment			295.4			291.6			314.8		293.1		293.9




Long-term debt			382.6			514.5			761.0		681.4		584.4




Total assets			2,326.9			2,958.6			3,230.4		3,075.7		2,677.9




Shareholders’ equity			1,374.3			1,589.5			1,637.4		1,593.9		1,372.8




Book value per share			19.93			19.96			20.46		20.02		17.66

(1) Results for fiscal 2000 include after-tax charges of $26.7 million ($0.36 cents per share) for restructuring expenses and a $7.0 million ($0.10 cents per share) write-off of purchased in-process research and development.

(2) Results for fiscal 1999 include after-tax charges of $3.3 million ($0.04 cents per share) for restructuring expenses and a $13.1 million ($0.16 cents per share) special charge for litigation costs.

(3) Results for fiscal 1998 include an after-tax charge of $10.3 million ($0.13 cents per share) for restructuring expenses.


Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis provides information that management believes is useful in understanding Harris’ operating results, cash flows, and financial condition. The discussion is based on Harris’ continuing operations and should be read in conjunction with, and is qualified in its entirety by reference to, the Consolidated Financial Statements and related notes appearing elsewhere in this report. Except for the historical information contained here, the discussions in this document contain forward-looking statements that involve risks and uncertainties. Harris’ actual results could differ materially from those discussed here. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under “Forward-Looking Statements” below.

Results of Operations

On November 5, 1999, Harris completed the spin-off of its Lanier Worldwide, Inc. subsidiary as an independent, publicly owned company. Additionally, on August 13, 1999, Harris completed the sale of substantially all of its semiconductor business. As a result of these actions, the Lanier and semiconductor businesses are presented as discontinued operations for all periods presented. Continuing operations are reported under two segments: the Government Communications segment, which is comprised of the operations of the former Electronic Systems Sector, and the Commercial Communications segment, which is comprised of the operations of the former Communications Sector. The following discussion is on a continuing operations basis.

Restructuring

In fiscal 2000, Harris recorded a $41 million charge ($26.7 million after income tax) for the restructuring of its operations. Restructuring actions included a reduction in workforce of approximately 161 employees and provisions for the write-down of intangible assets, equipment, and other assets associated with the exit from Harris’ telephone switching and alarm management product lines.

In the third quarter of fiscal 2000, 161 switching business employees were notified that their employment would be terminated and what their specific severance benefits would be. These employees worked in the marketing, sales, manufacturing, and administrative areas and were primarily located in Marin County, California. As of June 30, 2000, 62 employees had been terminated with the balance to be terminated by September 30, 2000.

In June 2000, Harris sold the core switch business to Teltronics, Inc. Harris also sold the alarm management business to Mediation Technology Corporation in August 2000. Harris also intends to sell other portions of this product line, including the international activities, during fiscal 2001. Gains or losses from the sale of these operations are included or will be included in restructuring expenses in the period the sale occurs. Estimated discounted cash flows were used in determining the fair value of assets and liabilities in recording the restructuring charge.

Cash outlays for restructuring actions will be primarily for severance benefits. Harris expects to pay these benefits ratably over the first two quarters of fiscal 2001 from currently available cash sources. Sales from these product lines were $73.5 million in 2000, $126.6 million in 1999, and $140.4 million in 1998. Operating losses from these product lines were $18.9 million in 2000, $3.6 million in 1999, and $2.9 million in 1998.

In fiscal 1999, Harris recorded a $5.1 million charge ($3.3 million after income tax) for severance costs associated with the restructuring of Harris. In connection with this restructuring, Harris identified employee reductions of 606, all of which occurred during fiscal 2000.

Harris does not anticipate any further restructuring charges with respect to the items noted above in fiscal 2001 other than gains or losses that may result from the sale of the exited product lines or restructuring noted above. For further information, see the “Restructuring” footnote in the Notes to Financial Statements.

Purchased In-Process Research and Development

In January 2000, Harris purchased Louth Automation, a leading supplier of advanced automation systems for radio and television broadcasters. Harris paid cash in the net amount of approximately $87 million. The final determination of the purchase price is subject to adjustment.

In connection with the acquisition, Harris allocated $10.7 million of the purchase price to in-process research and development projects. This allocation represents the estimated fair value based on risk-adjusted cash flows related to the incomplete products. At the date of acquisition, the development of these projects had not yet reached technological feasibility and the in-process research and development had no alternative future uses. Accordingly, these costs were expensed as a one-time charge to earnings in the third quarter of fiscal 2000.

In making the purchase price allocation to in-process research and development, Harris relied on present value calculations of income, an analysis of project accomplishments and completion costs, and an assessment of overall contribution and project risk. The amounts assigned to the in-process research and development were determined by identifying significant research projects for which technological feasibility had not been established. The fair values assigned to each of the significant projects and the stage of completion are reported below:


			Stage of
Product	Fair Value		Completion

	(In millions)




Version 9.5 of ADC Software	$	6.8		80%




Media Browser		1.7		70%




News		1.0		70%




All others		1.2		50% to 90%

Total	$	10.7

A discussion of the three most significant projects follows:

Version 9.5 of the Automated Device Controller (“ADC”) Software:

• Base ADC product is an all-purpose program/commercial automation system with the ability to integrate a wide variety of broadcast devices.

• Version 9.5 provides a link between traffic, engineering, and on-air broadcasting operations.

• The primary functions under development include:

• The implementation of Network Device Control Protocall and control of hardware and video servers across the network;

• The ability to use TCP/IP and other remote configurations;

• Creation of a driver that will function with proprietary Sony Protocall;

• Other specific functionality such as Spencer Still Store and DUET; and

• Creation of video disk enhancements.

• The development of Version 9.5 was initiated in early calendar 1998 (conceptualization of features, etc.).

• The amount of completion is estimated at 80% (considering time-based, cost-based, and milestone-based completion measures).

• Version 9.5 incorporates significant leverage on existing technology from ADC version 9.4. The degree of leverage was estimated to be 50%.

Media Browser:

• Media Browser will provide scaleable infrastructure that will expedite the simultaneous browsing of broadcast media clips from servers at different locations. This new functionality will equip the control room with new traffic management and scheduling capabilities.

• The development of Media Browser was initiated in July 1998 (conceptualization of features, etc.).

• The amount of completion is estimated at 70% (considering time-based, cost-based, and milestone-based completion measures).

• Media Browser’s leverage on existing technology base is estimated at 25%.

News:

• News will provide new functionality related to three major areas of news broadcast operations: news transmission, material acquisition, and material management.

• The development of News was initiated in July 1999.

• The amount of completion is estimated at 70% (considering time-based, cost-based, and milestone-based completion measures).

• News has minimal leverage on existing technology base from ADC version 9.4. The degree of leverage was estimated at 10%. There is no previous version of the News product.

The value assigned to purchased in-process research and development was determined by estimating the costs to develop the purchased in-process research and development into commercially viable products and discounting the net cash flows to their present value using a discount rate of 28 percent.

Remaining development efforts for these in-process research and development projects include various phases of design, development, and testing. The anticipated completion dates for the in-process research and development projects will occur within the next twelve months, after which Harris expects to begin generating economic benefits from the technologies over a seven-year life cycle. Expenditures to complete these projects are expected to total $0.9 million.

These estimates are subject to change, given the uncertainties of the development process, and no assurance can be given that deviations from these estimates will not occur. We expect to continue these development efforts and believe we have a reasonable chance of successfully completing the research and development programs. However, there is a risk associated with the completion of the projects and there is no assurance that any will attain either technological or commercial success.

Fiscal 2000 Compared with 1999

Revenue and Operating Income by Segment

Revenue for fiscal 2000 was $1,807.4 million, an increase of 3.7 percent compared to the prior year. Operating income in fiscal 2000 was $36.3 million versus $74.5 million for the prior year.

Segment revenue and operating income were as follows:


							Percent
							Increase/
	2000			1999			(Decrease)


	(In millions)




Revenue




Government Communications	$	815.9		$	813.2			0.3	%




Commercial Communications		991.5			930.3			6.6	%

Total Revenue	$	1,807.4		$	1,743.5			3.7	%

Operating Income




Government Communications	$	58.1		$	52.1			11.5	%




% of revenue		7.1	%		6.4	%




Commercial Communications(1)		(33.3	)		34.1			—




% of revenue		(3.4	)%		3.7	%




Headquarters expense(2)		(36.7	)		(31.0	)		18.4	%




Other income(3)		48.2			19.3			149.7	%

Total Operating Income	$	36.3		$	74.5			(51.3	)%

% of revenue		2.0	%		4.3	%


(1)	Fiscal 2000 includes a $41 million restructuring expense and a $10.7 million write-off of purchased in-process research and development. Fiscal 1999 includes a $20.6 million special charge for a litigation settlement.

(2)	Fiscal 1999 includes a $5.1 million restructuring expense.

(3)	Fiscal 2000 includes a $21.9 million gain from the sale of Intersil Holding Corporation stock.

Government Communications Segment: Government Communications segment revenue in fiscal 2000 increased 0.3 percent from the prior year, and operating income increased 11.5 percent. These results were impacted by an $18.0 million write-off in fiscal 1999 for the settlement of claims and unrecoverable contract development costs on two contracts. Excluding this write-off, revenues declined one percent and operating income declined 17.1 percent from fiscal 1999. Despite improved operating margins on more recent contract awards in 2000, operating income has been impacted by margin pressure from poorer-performing older contracts. Revenue growth and operating income improved significantly in the fourth quarter compared to the third quarter of fiscal 2000. Backlog continued to build reflecting a robust win rate percentage and increased spending by the U.S. government for defense.

Commercial Communications Segment: Commercial Communications segment revenue in fiscal 2000 increased 6.6 percent over 1999. Excluding sales from the recently exited telephone switching product line, the Commercial Communications segment’s sales increased from $803.7 million to $918.0 million, or 14.2 percent. This segment experienced double-digit growth in all four of the segment’s major continuing commercial product lines: microwave, network support, broadcast, and tactical radio. These revenue increases were partially offset by a 41.9 percent decrease in revenue from the recently exited telephone switching and alarm management product lines.

The segment’s operating loss for 2000 was impacted by the $41.0 million restructuring charge and the $10.7 million purchased in-process research and development write-off mentioned previously, as well as a $12.0 million write-down of inventory related to the telephone switching and alarm management product lines that were exited. These product lines also incurred an additional $18.9 million in operating losses in 2000 compared to a loss of $3.6 million in 1999. The segment’s fiscal 2000 operating loss also includes transition costs of $16.5 million associated with exiting these product lines. Such costs included relocation of the network support business unit’s headquarters from Marin County, California to Melbourne, Florida; collection losses on accounts receivable; and excess manufacturing costs related to idle capacity in Marin County. Harris ceased all marketing, sales, and research and development for the telephone switching and alarm management

product lines as of February 2000. The operating losses through February 2000 included a significant amount of marketing and sales expenses, as well as research and development costs in the telephone switching product line.

Excluding the items mentioned above in both the current and prior year, as well as a $20.6 million special charge for a patent litigation settlement in the prior year, the Commercial Communications segment’s operating income increased from $58.3 million in 1999 to $65.8 million in 2000, or 12.9 percent. The increase in operating income was driven mainly by the 14.2 percent sales growth in the Commercial Communications segment’s continuing commercial product lines.

Orders and revenue increased for microwave radios during the year as markets continued to rebound in North America, Latin America, and China. In June 2000, Harris completed the acquisition of the point-to-point microwave business of TRT Lucent Technologies. The acquisition provides for a five-year preferred supplier agreement to serve the worldwide point-to-point microwave needs of Lucent’s wireless divisions.

In the first quarter of fiscal 2001, Harris also entered into agreements to acquire Wavtrace, Inc., a privately-held, leading developer of broadband wireless access systems. The acquisition when completed is expected to support Harris’ initiative to lead the world in the delivery of point-to-point and point-to-multipoint broadband wireless access solutions for microwave and millimeter wave frequencies.

The broadcast communications business reported a strong increase in revenues due primarily to its new studio automation business, which was bolstered by the purchase of Louth Automation, the leading supplier of advanced automation systems for digital television, over-the-air broadcast, and cable and industrial applications. The acquisition of Louth Automation brings competencies in automation and control to complement Harris’ leadership position in broadcast transmission and digital encoding. This acquisition further broadens Harris’ global position in the broadcast markets.

The tactical radio product line experienced a significant increase in sales as it continues to benefit from the market’s enthusiasm for its high data rate, multiband, secure radios which were introduced in fiscal 2000 to meet the growing bandwidth requirement as digital technology is embraced by the military.

Orders and revenues also increased substantially for the network support business. This increase was aided by increased demand for the telecom line test systems used by competitive local exchange carriers (CLECs) to deploy digital subscriber lines (DSLs) for applications such as high-speed Internet service and other broadband communication services for voice, data, and video.

Comparative Statement of Income

Harris’ comparative statement of income is as follows:


							Percent
							Increase/
	2000			1999			(Decrease)


	(In millions)




Revenue from product sales and services	$	1,807.4		$	1,743.5			3.7	%




Cost of product sales and services		1,352.6			1,278.3			5.8	%

Gross margin		454.8			465.2			(2.2	)%




% of revenue		25.2	%		26.7	%




Engineering, selling and administrative expenses		404.5			380.0			6.4	%




% of revenue		22.4	%		21.8	%




Amortization of goodwill and purchased intangible assets		10.5			4.3			144.2	%




Restructuring expenses		41.0			5.1			703.9	%




Purchased in-process research and development		10.7			—			—




Special charge for litigation		—			20.6			—




Other income		(48.2	)		(19.3	)		149.7	%

Operating income		36.3			74.5			(51.3	)%




% of revenue		2.0	%		4.3	%




Interest income		27.4			13.3			106.0	%




Interest expense		(25.2	)		(9.8	)		157.1	%

Income from continuing operations before taxes		38.5			78.0			(50.6	)%




% of revenue		2.1	%		4.5	%




Income taxes		13.5			28.1			(52.0	)%

Income from continuing operations before extraordinary item	$	25.0		$	49.9			(49.9	)%

% of revenue		1.4	%		2.9	%

Gross Margin: The gross margin as a percent of revenue was 25.2 percent in fiscal 2000 compared to 26.7 percent in 1999. The decline in gross margins was primarily due to a $12.0 million write-down of inventory and lower gross margin related to the telephone switching product line that was exited.

Excluding the impact of this exited product line, gross margin as a percent of revenue was 26.2 percent in 2000 compared to 25.8 percent in 1999. The increase is due to improved gross margins in Harris’ Commercial Communications segment’s broadcast, network support, and microwave radio product lines.

Engineering, Selling and Administrative Expenses: Engineering, selling, and administrative expenses as a percent of revenue were 22.4 percent in fiscal 2000 versus 21.8 percent in 1999. Fiscal 2000 operating expenses were impacted by $16.5 million of transition costs associated with exiting the telephone switching product line. Such costs include relocation of the network support business unit’s headquarters from Marin County, California to Melbourne, Florida; collection losses on accounts receivable; and excess manufacturing costs related to idle capacity in Marin County. The operating expenses were also impacted by administrative and general, marketing and sales, and research and development expenses in the telephone switching product line in the first half of the fiscal year.

Excluding the impact of the exited product line, operating expenses as a percent of revenue were 20.6 percent in 2000 versus 20.3 percent in 1999. The increase was primarily due to planned increases in selling and engineering, research and development expenses, as well as increased headquarters expenses. The increased headquarters expenses were primarily attributable to unusually low executive compensation in fiscal 1999 and costs associated with the centralization of company-wide shared services in fiscal 2000.

Goodwill Amortization: Goodwill amortization increased from $4.3 million in fiscal 1999 to $10.5 million in fiscal 2000. The increase was due to acquisitions made in Harris’ broadcast systems product line during fiscal 2000, primarily the acquisition of Louth Automation.

Other Income: Other income increased from $19.3 million in 1999 to $48.2 million in 2000 due primarily to a $21.9 million gain from the sale of one million shares of Intersil Holding Corporation stock as a part of Intersil Holding Corporation’s initial public offering. The remaining increase was due to gains on the sale and redemption of other securities partially offset by lower income from Harris’ equity investments.

Interest Income and Interest Expense: Interest income increased from $13.3 million in 1999 to $27.4 million in 2000 due to higher cash balances that resulted from the sale of the semiconductor business and the spin-off of Lanier Worldwide, Inc. Interest expense increased from $9.8 million in 1999 to $25.2 million in 2000 due to a higher allocation of interest expense to the results of discontinued operations in the prior year. Total interest expense from both continuing operations and discontinued operations decreased from $84.0 million in 1999 to $41.7 million in 2000. This decrease is due to the repayment of short-term debt with the cash received from the sale of the semiconductor business and the spin-off of Lanier Worldwide, Inc. and lower interest rates.

Income Taxes: The provision for income taxes as a percentage of pretax income was 35.0 percent in fiscal 2000 versus 36.0 percent in the prior year. Both 2000 and 1999 benefited from tax rates on foreign source income and export sales, which offset the additional provision needed for state income taxes.

Return on Revenue: Income from continuing operations as a percentage of revenue was 1.4 percent in 2000 versus 2.9 percent in 1999. The reduction was primarily due to restructuring expenses, purchased in-process research and development, and the transition costs and operating losses of exited product lines which were partially offset by the gain from sales of Intersil Holding Corporation stock. Excluding these items, income from continuing operations as a percentage of revenue increased from 4.2 percent in 1999 to 4.3 percent in 2000.

Selected financial information relating to geographical regions and export sales is set forth in the note “Business Segments” in the Notes to Financial Statements.

Fiscal 1999 Compared with 1998

Net Sales and Operating Income: Revenue from product sales and services decreased 9.4 percent to $1.74 billion in fiscal 1999, from $1.92 billion in fiscal 1998. Income from continuing operations before extraordinary item was $49.9 million, down 24.8 percent from $66.4 million in fiscal 1998. Income from continuing operations before extraordinary item in fiscal 1999 included a restructuring charge for employee reductions of $5.1 million, a one-time $20.6 million charge for litigation costs for the settlement of a patent litigation relating to an older product no longer manufactured by the Company, and an $18.0 million charge for settlement of claims and unrecoverable contract development costs on two contracts. Prior-year income from continuing operations includes $16.1 million of restructuring expenses and a $12.0 million provision for costs associated with a Malaysian contract. Excluding all of the above items for both years, income from continuing operations declined approximately 8 percent in fiscal 1999.

Net sales for the Government Communications segment in fiscal 1999 were $813.2 million, 14.5 percent lower than the prior year, while operating profit increased 18.7 percent to $52.1 million. Excluding prior year restructuring charges and unusual long-term contract charges in both years ($18.0 million in fiscal 1999 and $19.8 million in fiscal 1998), operating profit increased 10.0 percent in fiscal 1999. Lower sales in the segment’s information systems and aerospace systems product lines more than offset growth in the communications systems product line. Lower sales in information systems and aerospace systems was primarily attributable to declining order backlog. The increase in operating profit was related to final settlement of prior year’s overhead rates and to increased gross margins resulting from a more favorable contract mix.

Commercial Communications segment sales decreased 4.5 percent to $930.3 million in fiscal 1999, from $973.7 million in fiscal 1998. Excluding a fiscal 1999 one-time $20.6 million charge for litigation costs and a fiscal 1998 restructuring charge of $8.3 million, operating profit declined 19.9 percent to $54.7 million from $68.3 million in fiscal 1998. Significantly lower sales and gross margins in the segment’s microwave radio and digital switch product lines offset modest improvement in sales and earnings for the segment’s broadcast equipment product line. Lower sales in the microwave product lines resulted primarily from weak international

markets and lower than expected PCS growth in the North American market. As a result, overcapacity in the industry caused severe pricing pressures and margin erosion. There also was a significant reduction in foreign sales for digital switch products. Sales for the segment’s radio communication product line were marginally higher than the prior year while operating profit was relatively unchanged.

Cost of Sales and Services: Cost of sales and services was $1.28 billion in fiscal 1999. Costs as a percentage of sales decreased from 75.0 percent in fiscal 1998 to 73.3 percent in fiscal 1999. The decrease was primarily attributable to improved gross margins in the Company’s Government Communications segment which were partially offset by the decline in the gross margins in the Commercial Communications segment.

Operating Expenses: Engineering, selling, and administrative expenses as a percentage of sales were 22 percent in 1999, up slightly from 21.9 percent in the prior year. Higher expenditures for marketing and Company-sponsored research and development were offset by lower administrative expenses for the year. Headquarters expense, which is included in administrative expenses, was $28.4 million lower than fiscal 1998 due to lower expenses associated with the employee benefit plans and a continued emphasis on cost controls.

Other Income and Expense: Interest expense was lower in fiscal 1999 due to a lower level of borrowings from continuing operations in fiscal 1999 compared to fiscal 1998. Interest expense is allocated to the Company’s discontinued operations based upon the capital employed by the business. Interest expense before allocations to discontinued operations increased from $73.2 million to $84.0 million due to higher borrowings and higher interest rates.

“Other income” was $38.3 million lower in fiscal 1999 due primarily to lower amounts of gains from the sale of investment securities and lower royalty income compared to fiscal 1998.

The provision for income taxes from continuing operations as a percentage of income before income taxes was 36.0 percent in both fiscal 1999 and fiscal 1998. The increase from the statutory U.S. income tax rate of 35.0 percent in both years was due primarily to provisions for state income taxes.

Liquidity and Financial Position

Harris’ comparative financial position is as follows:


					Percent
					Increase/
	2000		1999		(Decrease)


	(In millions except per share amounts)




Cash and marketable securities	$	810.7	$	101.2		701.1	%




Other current assets		818.3		930.2		(12.0	)%




Current liabilities		555.9		807.3		(31.1	)%

Working capital	$	1,073.1	$	224.1		378.8	%




% of revenue		59.4%		12.9%




Intangibles resulting from acquisitions	$	166.2	$	72.8		128.3	%




Non-current deferred income taxes	$	14.1	$	47.3		(70.2	)%




Total debt	$	491.0	$	838.7		(41.5	)%




Total shareholders’ equity	$	1,374.3	$	1,589.5		(13.5	)%




Total debt as a % of total capital		26.3%		34.5%




Book value per share	$	19.93	$	19.96		(0.2	)%




Purchase of Common Stock for treasury	$	232.8	$	15.7		1,382.8	%




Additions of plant and equipment	$	81.3	$	60.4		34.6	%

Cash and marketable securities: Harris completed several transactions that resulted in significant cash receipts including $520 million from the sale of it semiconductor business to Intersil Corporation, $546 million from the Lanier Worldwide, Inc. spin-off, and $120 million from the payment of a note and the sale of Intersil Holding Corporation shares as a result of the initial public offering of Intersil Holding Corporation. Harris has used a portion of this cash to reduce total debt by $347.7 million, to repurchase Harris’ Common Stock, and

for other general corporate purposes, such as the acquisitions of Louth Automation and TRT Lucent Technologies’ point-to-point microwave radio business.

Harris plans to use its remaining cash balances for similar general corporate purposes in the future, such as acquisitions and repurchases of its Common Stock.

Marketable securities increased from $15.5 million as of July 2, 1999 to $432.5 million as of June 30, 2000. The increase was primarily due to Harris’ holdings in Intersil Holding Corporation and AirNet Communications Corporation, each of which completed initial public offerings during fiscal 2000.

Harris also has available a $500 million syndicated credit facility and a $500 million shelf registration. Management currently believes that existing cash, funds generated from operations, sales of marketable securities, the credit facility, and access to the public debt markets will be sufficient to provide for Harris’ anticipated requirements for working capital, capital expenditures, and any additional stock repurchases under the current repurchase program for the next twelve months.

Working capital: Working capital increased $849.0 million from $224.1 million as of July 2, 1999 to $1,073.1 million as of June 30, 2000. Also, total debt decreased from $838.7 million to $491.0 million for the same periods. These changes were largely due to a $292.5 million increase in cash and cash equivalents, a $248.1 million decrease in short-term debt due to the sale of Harris’ semiconductor operation and the spin-off of Lanier Worldwide, Inc., and a $417.0 million increase in marketable securities noted above. These increases were partially offset by a $142.9 million change in current deferred income taxes related primarily to unrealized gains on marketable securities, increased receivables due to more extended terms in Harris’ Commercial Communications segment, and a decrease in accounts payable.

Intangibles resulting from acquisitions: Intangibles resulting from acquisitions increased from $72.8 million as of July 2, 1999 to $166.2 million as of June 30, 2000. The increase was due primarily to goodwill recorded as a result of the Louth Automation acquisition and intellectual property associated with the TRT Lucent Technologies’ point-to-point microwave radio business acquisition.

Non-current deferred income taxes: The liability for non-current deferred income taxes was $14.1 million as of June 30, 2000 versus $47.3 million as of July 2, 1999. The decrease was due primarily to lower amounts of timing differences related to accruals and depreciation partially offset by more timing differences related to international tax loss carryforwards.

Total debt and capitalization: At June 30, 2000, debt totaled $491.0 million, representing 26.3 percent of total capital (defined as the sum of total debt plus shareholders’ equity). A year earlier, debt of $838.7 million was 34.5 percent of total capital. Cash received from the sale of Harris’ semiconductor operation and the spin-off of Lanier Worldwide, Inc. was used to decrease the debt balance. Year-end long-term debt included $350.0 million of debentures, $30.5 million of notes payable to banks, and $2.1 million of other long-term debt.

In 2000, Harris issued 161,545 shares of Common Stock to employees under the terms of Harris’ stock purchase, option, and incentive plans.

Harris’ debt is currently rated “BBB” by Standard and Poor’s Ratings Group and “Baa1” by Moody’s Investors Service. Harris expects to maintain operating ratios, fixed charge coverage ratios, and balance sheet ratios sufficient for retention of these debt ratings.

Purchase of Common Stock for Treasury: Harris used $232.8 million to repurchase 10.7 million shares of its Common Stock in fiscal 2000 compared to $15.7 million to purchase 0.4 million shares in fiscal 1999. Harris’ board of directors has approved a share repurchase program which authorizes the repurchase of up to 15 million shares through open market transactions, in negotiated block transactions or pursuant to tender offers.

Additions of Plant and Equipment: Additions of plant and equipment for 2000 were $81.3 million versus $60.4 million in 1999. The increase is due to the purchase of a new headquarters building for Harris’ broadcast communications operation in Mason, Ohio and the buyout of a lease on a PC board manufacturing plant in San Antonio, Texas. Harris has outsourced this manufacturing process and is leasing the space to the new manufacturer. Total additions for Harris in fiscal 2001 are expected to be approximately $80 million.

Retirement Plans

Retirement benefits for substantially all of Harris’ employees are provided primarily through a retirement plan having profit sharing and savings elements. Harris also provides limited health-care benefits to retirees who have 10 or more years of service. All obligations under Harris’ retirement plans have been fully funded by Harris’ contributions, the provision for which totaled $37.4 million in fiscal 2000.

Impact of Foreign Exchange

Approximately 50 percent of Harris’ international business is transacted in local currency environments. The impact of translating the assets and liabilities of these operations to U.S. dollars is included as a component of shareholders’ equity. At June 30, 2000, the cumulative translation adjustment reduced shareholders’ equity by $16.5 million compared to a reduction of $11.7 million at July 2, 1999.

Harris utilizes foreign currency hedging instruments to minimize the currency risk of international transactions. Gains and losses resulting from currency rate fluctuations did not have a material effect on Harris’ results in 2000, 1999, or 1998.

Impact of Inflation

To the extent feasible, Harris has consistently followed the practice of adjusting its prices to reflect the impact of inflation on salaries and fringe benefits for employees and the cost of purchased materials and services.

Market Risk Management

Harris, in the normal course of doing business, is exposed to the risks associated with foreign currency exchange rates, fluctuations in the market value of its equity securities available for sale, and changes in interest rates. Harris employs established policies and procedures governing the use of financial instruments to manage its exposure to such risks.

Harris uses foreign exchange contracts and options to hedge both balance sheet and off-balance sheet foreign currency commitments. Specifically, these foreign exchange contracts offset foreign currency denominated inventory and purchase commitments from suppliers, and accounts receivable from and future committed sales to customers, and intercompany loans. Management believes the use of foreign currency financial instruments should reduce the risks, which arise from doing business in international markets. Contracts are generally one year or less. At June 30, 2000, Harris had open foreign exchange contracts with a notional amount of $28.5 million, of which $4.0 million were to hedge off-balance sheet commitments. At July 2, 1999, Harris had open foreign exchange contracts with a notional amount of $37.0 million, of which $7.7 million was to hedge off-balance sheet commitments. Additionally, for the fiscal year ended June 30, 2000, Harris purchased and sold $432.3 million of foreign exchange forward and option contracts, compared to $366.1 million for the comparable prior year period. Harris’ hedging activities provide only limited protection against currency exchange risks. Factors that could impact the effectiveness of Harris’ hedging programs include accuracy of sales estimates, volatility of currency markets, and the cost and availability of hedging instruments. A 10 percent adverse change in currency exchange rates for Harris’ foreign currency derivatives held at June 30, 2000 would have an impact of approximately $1.7 million on the fair value of such instruments. This quantification of exposure to the market risk associated with foreign exchange financial instruments does not take into account the offsetting impact of changes in the fair value of Harris’ foreign denominated assets, liabilities and firm commitments.

Harris also maintains a portfolio of marketable equity securities available for sale. These investments result from the retained interest in sold or spun-off businesses and the investment in start-up companies that have technology or products that are of interest to Harris. The fair market value of these securities at June 30, 2000 was $432.5 million, compared to $15.5 million as of July 2, 1999. This increase was due to the initial public offerings of two of these investments and an increase in these securities’ quoted market prices. The corresponding unrealized gain is included as a component of shareholders’ equity. These investments have historically had higher volatility than most market indices. A 10 percent adverse change in the quoted market

price of marketable equity securities would have an impact of approximately $43.3 million on the fair market value of these securities.

Harris utilizes a balanced mix of debt maturities along with both fixed-rate and variable-rate debt to manage its exposures to changes in interest rates. Harris does not expect changes in interest rates to have a material effect on income or cash flows in fiscal 2001, although there can be no assurances that interest rates will not significantly change.

Environmental Matters

Harris is actively engaged in complying with environmental protection laws. In addition to ongoing internal compliance programs, an estimated $0.1 million was spent on environmental capital projects in fiscal 2000 and $0.3 million in fiscal 1999. Harris estimates that it will authorize $0.1 million in fiscal 2001 for environmental-related capital projects. Under the Superfund Act or similar state environmental laws, Harris also has potential liability at various waste sites designated for clean-up. Harris is named as a potentially responsible party at eleven such sites where future liabilities could exist. These sites include two Harris-owned sites, four sites associated with former Harris locations, and five non-Harris owned treatment or disposal sites, allegedly containing hazardous substances attributable to Harris from past operations. Harris routinely assesses its contingencies, obligations, and commitments to clean up and monitor sites in light of in-depth studies, analysis by environmental experts, and legal reviews. At the two Harris-owned sites and four sites associated with former Harris locations, Harris is involved primarily in monitoring and remediation programs that have been implemented in cooperation with various environmental agencies. At the other sites, Harris is involved as one of numerous potentially responsible parties (PRPs). In ascertaining environmental exposures, management must assess the extent of contamination, the nature of remedial actions, continually evolving governmental standards, and the number, participation level, and financial viability of other PRPs and other similar variables. Based upon internal and third-party studies, as well as the remediation and monitoring expense history at the two Harris-owned sites and four sites associated with former Harris locations, the number and solvency of PRPs at the other sites, and an assessment of other relevant factors, Harris has estimated that its discounted liability under the Superfund Act and other environmental statutes and regulations for identified sites, using a 9.5 percent discount rate, is approximately $5.5 million. Harris has accrued these discounted liabilities. The expected aggregate undiscounted amount that will be incurred over the next 20 to 25 years (depending on the number of years for each site) is approximately $11.1 million. The expected payments for the next five years are: 2001 — $1.4 million; 2002 — $0.9 million; 2003 — $0.6 million; 2004 — $0.6 million; 2005 — $0.6 million; and the aggregate amount thereafter is approximately $7.0 million.

Year 2000 Issue

The Year 2000 statements set forth below are designated as “Year 2000 Readiness Disclosures” pursuant to the Year 2000 Information and Readiness Disclosure Act.

Certain software and hardware systems are time sensitive. Older time-sensitive systems often use a two-digit dating convention (e.g., “00” rather than “2000”) that could result in system failure and disruption of operations in 2000 and later years.

During the past several years Harris diligently addressed the potential Year 2000 problem by undertaking 235 remediation project initiatives relating to four basic aspects of Harris and its business operations: (1) internal information technology systems, including sales order processing, contract management, financial systems, and service management; (2) internal non-information technology systems, including office equipment and test equipment; (3) products and services; and (4) material third-party relationships. Harris completed all these initiatives at the originally estimated cost of $20 million dollars. This cost was generally not incremental to existing information technology budgets.

Harris did not experience any significant business disruptions or system failures as a result of Year 2000 issues. Further, there have been no substantial Year 2000 related issues reported from our major suppliers or customers.

Although the Year 2000 event has occurred, and while there can be no assurance that there will be no problems related to the Year 2000 for a period of time after January 1, 2000, Harris believes it has not and will not be adversely impacted by Year 2000 issues.

Outlook

The outlook for fiscal 2001 is for strong growth in sales and earnings, building on the momentum established during the past year. The major repositioning actions have been completed, yielding reductions in overhead costs and much tighter integration of Harris. Although profit margins are low by historical standards as Harris ends the repositioning period, Harris expects to see continued improvement, quarter by quarter, during the coming year. Harris also expects to accomplish additional acquisitions to further strengthen Harris’ position in markets that it serves.

Forward-Looking Statements

This report contains forward-looking statements that reflect management’s current expectations, assumptions and estimates of future performance and economic conditions. Such statements are made in reliance upon the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements may be identified by their use of forward-looking terminology, such as “believes”, “expects”, “may”, “should”, “would”, “will”, “intends”, “plans”, “estimates”, “anticipates”, and similar words. Harris cautions investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Harris’ consolidated results and the forward-looking statements could be affected by many factors, including:

• general economic conditions in the markets in which Harris operates;

• economic developments that have a particularly adverse effect on one or more of the markets served by Harris;

• continuing challenges and the exit of its telecom switching business;

• stability of key markets for communications products, particularly Asia and Brazil;

• fluctuation in foreign currency exchange rates and the effectiveness of Harris’ currency hedging program;

• fluctuations in the U.S. and worldwide defense and space budgets;

• effect of the consolidation in the U.S. defense industry on Harris’ direct and indirect business with the U.S. government;

• Harris’ ability to receive U.S. government contract awards;

• continued development and market acceptance of new products, especially digital television broadcast products and broadband wireless access products;

• continued success in the management and integration of acquired businesses;

• continued success in product cost reductions and efficiencies in Harris’ commercial manufacturing operations;

• ability to continue the liquidation of its marketable securities portfolio; and

• the successful resolution of patent infringement and other general litigation.

The forward-looking statements contained in this report are made as of the date hereof and Harris disclaims any intention or obligation to update or revise any forward-looking statements or to update the reasons why actual results could differ materially from those projected in the forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Harris, in the normal course of doing business, is exposed to the risks associated with foreign currency exchange rates, fluctuations in the market value of its marketable equity securities available for sale, and changes in the interest rates. Harris employs established policies and procedures governing the use of financial instruments to manage its exposure to such risks. For a discussion of such policies and procedures and the related risks, see “Market Risk Management” in Item 7, which is incorporated by reference into this Item 7A.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements and supplementary financial information and data required by this Item are set forth in the pages indicated in Item 14(a)(1) and (2).


Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Not applicable.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information required by this Item, with respect to directors of Harris, is incorporated herein by reference to the discussion under the headings Proposal 1: Election of Directors — Term Expiring In 2003 and Current Directors Not Up For Election in the Harris’ Proxy Statement for the Annual Meeting of Shareholders to be held on October 27, 2000, which proxy statement is expected to be filed within 120 days after the end of Harris’ 2000 fiscal year. Certain information regarding executive officers of Harris is included in Part I hereof in accordance with General Instruction G(3) of Form 10-K. Reference is also made to the information relating to Section 16(a) compliance which is presented under the heading Section 16(a) Beneficial Ownership Reporting Compliance in Harris’ Proxy Statement for the Annual Meeting of Shareholders to be held on October 27, 2000, which information is incorporated herein by reference.

Item 11. EXECUTIVE COMPENSATION.

The information required by this Item, with respect to compensation of directors and executive officers of Harris, is incorporated herein by reference to Harris’ Proxy Statement for the Annual Meeting of Shareholders to be held on October 27, 2000, which proxy statement is expected to be filed within 120 days after the end of Harris’ 2000 fiscal year.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The information required by this Item, with respect to security ownership of certain beneficial owners and management of Harris, is incorporated herein by reference to the discussion under the headings Our Largest Shareholders and Shares Held By Directors and Executive Officers in Harris’ Proxy Statement for the Annual Meeting of Shareholders to be held on October 27, 2000, which proxy statement is expected to be filed within 120 days after the end of Harris’ 2000 fiscal year.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the fiscal year ended June 30, 2000, there existed no relationships and there were no transactions reportable under this Item.

PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) The following documents are filed as a part of this report:


			Page




(1) Financial Statements:




	Report of Independent Certified Public Accountants			35




	Consolidated Statement of Income — Fiscal Years ended June 30, 2000, July 2, 1999 and July 3, 1998			36




	Consolidated Balance Sheet — June 30, 2000 and July 2, 1999			37




	Consolidated Statement of Cash Flows — Fiscal Years ended June 30, 2000, July 2, 1999 and July 3, 1998			38




	Consolidated Statement of Comprehensive Income and Shareholders’ Equity — Fiscal Years ended June 30, 2000, July 2, 1999 and July 3, 1998			39




	Notes to Financial Statements			40





(2) Financial Statement Schedules:
	For each of the fiscal years ended June 30, 2000, July 2, 1999 and July 3, 1998




		Schedule II — Valuation and Qualifying Accounts		49

All other schedules are omitted because they are not applicable, the amounts are not significant or the required information is shown in the financial statements or the notes thereto.

(3) Exhibits:

      (3)(i) Restated Certificate of Incorporation of Harris Corporation (December 1995), incorporated herein by reference to Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996.

      (3)(ii) By-Laws of Harris Corporation as in effect December 3, 1999, incorporated herein by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 1999.

      (3)(iii) Amendment to By-Laws of Harris Corporation adopted on June 23, 2000.

      (4)(a) Specimen stock certificate for the Company’s Common Stock, incorporated herein by reference to Exhibit 4(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 1997.

      (4)(b) Stockholder Protection Rights Agreement, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, dated as of December 6, 1996, incorporated herein by reference to Exhibit 1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 1996.

      (4)(c) Indenture, dated as of May 1, 1996, between the Company and Chemical Bank, as Trustee, relating to unlimited amounts of debt securities which may be issued from time to time by the Company when and as authorized by the Company’s Board of Directors or a Committee of the Board, incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-3, Registration Statement No. 333-03111, filed with the Securities and Exchange Commission on May 3, 1996.

      (4)(d) Indenture, dated as of October 1, 1990, between the Company and National City Bank, as Trustee, relating to unlimited amounts of debt securities which may be issued from time to time by the Company when and as authorized by the Company’s Board of Directors or a Committee of the Board, incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-3, Registration Statement No. 33-35315, filed with the Securities and Exchange Commission on June 8, 1990.

      (4)(e) Pursuant to Regulation S-K Item 601(b)(4)(iii), Registrant by this filing agrees, upon request, to furnish to the Securities and Exchange Commission a copy of other instruments defining the rights of holders of long-term debt of the Company.

      (10) Material Contracts:

      *(a) Form of Senior Executive Severance Agreement, incorporated herein by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1996.

      *(b) Harris Corporation Annual Incentive Plan, incorporated herein by reference to Exhibit 10(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1996.

      *(c)(i) Harris Corporation Stock Incentive Plan, incorporated herein by reference to Exhibit 10(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 1997.

           (ii) Forms of Stock Option Agreement and Performance Share Agreement under the Harris Corporation Stock Incentive Plan, incorporated herein by reference to Exhibit 10(v) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 1997.

           (iii) Form of Outside Directors’ Stock Option Agreement, incorporated herein by reference to Exhibit 10(c)(iii) to the Company’s Annual Report on Form 10-K for the fiscal year ended July 3, 1998.

      *(d)(i) Harris Corporation Retirement Plan (amended and restated effective June 23, 2000).

      *(e) Harris Corporation Supplemental Executive Retirement Plan (amended and restated effective January 1, 1998), incorporated herein by reference to Exhibit 10(i) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 1998.

      *(f)(i) Directors Retirement Plan, incorporated herein by reference to Exhibit 10(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1996.

           (ii) Amendment to Director’s Retirement Plan, incorporated herein by reference to Exhibit 10(ii) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 1997.

      *(g)(i) Harris Corporation 1997 Directors’ Deferred Compensation and Annual Stock Unit Award Plan (amended and restated effective October 24, 1997), incorporated herein by reference to Exhibit 10(i) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 1997.

           (ii) Amendment No. 1 to Harris Corporation 1997 Directors Deferred Compensation and Annual Stock Unit Award Plan, incorporated herein by reference to Exhibit 10(iii) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 1998.

      (h)(i) Harris Corporation $500,000,000 5-Year Credit Agreement, dated as of November 6, 1996, incorporated herein by reference to Exhibit 10(ii) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1996.

           (ii) Amendment No. One to 5-Year Credit Agreement, dated as of October 21, 1997, incorporated herein by reference to Exhibit 10(iv) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 1997.

      *(i) Form of Director and Executive Officer Indemnification Agreement, incorporated herein by reference to Exhibit 10(r) to the Company’s Annual Report on Form 10-K for the fiscal year ended July 3, 1998.

      (j) Amended and Restated Master Transaction Agreement, made as of June 2, 1999 among the Company, Intersil Holding Corporation and Intersil Corporation, incorporated herein by reference to Exhibit 10(i) to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 25, 1999.

      (k)(i) Agreement and Plan of Distribution, dated as of October 22, 1999, by and between Harris Corporation and Lanier Worldwide, Inc., incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 1999.

           (ii) Tax Disaffiliation Agreement, dated as of November 5, 1999, by and between Harris Corporation and Lanier Worldwide, Inc., incorporated herein by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 1999.

           (iii) Employee Benefits and Compensation Allocation Agreement, dated as of November 5, 1999, by and between Harris Corporation and Lanier Worldwide, Inc., incorporated herein by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 1999.

           (iv) Intellectual Property License Agreement, dated as of November 5, 1999, by and between Harris Corporation and Lanier Worldwide, Inc., incorporated herein by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 1999.

           (v) Registration Rights Agreement, dated November 5, 1999, between Harris Corporation and Lanier Worldwide, Inc., incorporated herein by reference to Exhibit 2.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 1999.

      (12) Statement regarding computation of earnings to fixed charges.

      (21) Subsidiaries of the Registrant.

      (23)(a) Consent of Ernst & Young LLP.

(b) Consent of KPMG LLP.

(27)(a) Financial Data Schedule.

(99) Independent Auditor’s Report of KPMG LLP.

(b) Reports on Form 8-K.

The Company filed with the Commission a Current Report on Form 8-K on May 9, 2000 relating to the announcement that E. Van Cullens, President and Chief Operating Officer was leaving the Company for personal reasons.

*Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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)

Dated: August 26, 2000

By /s/ BRYAN R. ROUB

Bryan R. Roub

Senior Vice President-Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ PHILLIP W. FARMER Phillip W. Farmer	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)	August 26, 2000

/s/ BRYAN R. ROUB Bryan R. Roub	Senior Vice President – Chief Financial Officer (Principal Financial Officer)	August 26, 2000

/s/ JAMES L. CHRISTIE James L. Christie	Vice President – Controller (Principal Accounting Officer)	August 26, 2000

/s/ LESTER E. COLEMAN Lester E. Coleman	Director	August 26, 2000

/s/ ALFRED C. DECRANE, JR. Alfred C. DeCrane, Jr.	Director	August 26, 2000

/s/ RALPH D. DENUNZIO Ralph D. DeNunzio	Director	August 26, 2000

/s/ JOSEPH L. DIONNE Joseph L. Dionne	Director	August 26, 2000

/s/ JOHN T. HARTLEY John T. Hartley	Director	August 26, 2000

/s/ KAREN KATEN Karen Katen	Director	August 26, 2000

/s/ STEPHEN P. KAUFMAN Stephen P. Kaufman	Director	August 26, 2000

/s/ GREGORY T. SWIENTON Gregory T. Swienton	Director	August 26, 2000

/s/ ALEXANDER B. TROWBRIDGE Alexander B. Trowbridge	Director	August 26, 2000

ANNUAL REPORT ON FORM 10-K

Item 8

Financial Statements and Supplementary Data

Fiscal Year Ended June 30, 2000

HARRIS CORPORATION

MELBOURNE, FLORIDA

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To Harris Directors and Shareholders:

We have audited the accompanying consolidated balance sheets of Harris Corporation and its subsidiaries as of June 30, 2000 and July 2, 1999, and the related consolidated statements of income, cash flows and comprehensive income and shareholders’ equity for each of the three fiscal years in the period ended June 30, 2000. Our audits also include the financial statement schedule listed in the Index at Item 14(a). These financial statements and schedule are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. The financial statements of GE-Harris Railway Electronics, LLC and subsidiaries (a company in which the Corporation has a 49% interest), have been audited by other auditors, whose report has been furnished to us; insofar as our opinion on the consolidated financial statements as of and for the year ended July 2, 1999, relates to data included for GE-Harris Railway Electronics, LLC and subsidiaries, it is based solely on their report.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of other auditors (as of and for the year ended July 2, 1999), the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Harris Corporation and subsidiaries at June 30, 2000 and July 2, 1999, and the consolidated results of their operations and their cash flows for each of the three fiscal years in the period ended June 30, 2000, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth herein.

ERNST & YOUNG LLP

Orlando, Florida

July 26, 2000

Financial Statements


	Consolidated Statement of Income



			Fiscal Years Ended


(In millions except per share amounts)			2000			1999			1998


Revenue
Revenue from product sales and services			$	1,807.4		$	1,743.5		$	1,924.8




Costs and Expenses
Cost of product sales and services				1,352.6			1,278.3			1,443.5
Engineering, selling and administrative expenses				404.5			380.0			416.0
Amortization of goodwill and purchased intangible assets				10.5			4.3			4.7
Restructuring expenses				41.0			5.1			16.1
Purchased in-process research and development				10.7			—			—
Special charge for litigation costs				—			20.6			—
Other income				(48.2	)		(19.3	)		(57.6	)

				1,771.1			1,669.0			1,822.7

Operating income				36.3			74.5			102.1
Interest income				27.4			13.3			14.1
Interest expense				(25.2	)		(9.8	)		(12.5	)

Income from continuing operations before income taxes				38.5			78.0			103.7
Income taxes				13.5			28.1			37.3

Income from continuing operations before extraordinary item				25.0			49.9			66.4
Discontinued operations net of income taxes				(7.0	)		12.4			66.6

Income before extraordinary item				18.0			62.3			133.0
Extraordinary loss from early retirement of debt net of income taxes				—			(9.2	)		—

Net income			$	18.0		$	53.1		$	133.0

Net income per common share




	Basic:
		Continuing operations	$	.34		$	.63		$	.84
		Discontinued operations		(.09	)		.16			.84
		Extraordinary item		—			(.12	)		—

			$	.25		$	.67		$	1.68

	Diluted:
		Continuing operations	$	.34		$	.63		$	.83
		Discontinued operations		(.09	)		.16			.83
		Extraordinary item		—			(.12	)		—

			$	.25		$	.67		$	1.66

See Notes to Financial Statements

Financial Statements

Consolidated Balance Sheet


		June 30,			July 2,


(In millions)		2000			1999


Assets




Current Assets
Cash and cash equivalents		$	378.2		$	85.7
Marketable securities			432.5			15.5
Receivables			466.5			411.7
Unbilled costs and accrued earnings on fixed price contracts			154.6			184.4
Inventories			197.2			205.7
Deferred income taxes			—			128.4

	Total current assets		1,629.0			1,031.4




Other Assets
Plant and equipment			295.4			291.6
Intangibles resulting from acquisitions			166.2			72.8
Net assets of discontinued operations			—			1,293.2
Other assets			236.3			269.6

			697.9			1,927.2

		$	2,326.9		$	2,958.6

Liabilities and Shareholders’ Equity




Current Liabilities
Short-term debt		$	75.6		$	323.7
Accounts payable			109.5			154.3
Compensation and benefits			86.3			103.2
Other accrued items			148.0			113.9
Advance payments and unearned income			73.7			84.9
Income taxes			15.5			26.8
Deferred income taxes			14.5			—
Current portion of long-term debt			32.8			0.5

	Total current liabilities		555.9			807.3




Other Liabilities
Non-current deferred income taxes			14.1			47.3
Long-term debt			382.6			514.5




Shareholders’ Equity
Preferred Stock, without par value; 1,000,000 shares authorized; none issued			—			—
Common Stock, $1.00 par value; 250,000,000 shares authorized; issued and outstanding 68,957,761 shares at June 30, 2000 and 79,650,994 shares at July 2, 1999			69.0			79.7
Other capital			228.4			271.5
Retained earnings			864.1			1,246.7
Unearned compensation			(3.2	)		(4.0	)
Accumulated other comprehensive income (loss)			216.0			(4.4	)

	Total shareholders’ equity		1,374.3			1,589.5

		$	2,326.9		$	2,958.6

See Notes to Financial Statements

Financial Statements

Consolidated Statement of Cash Flows



				Fiscal Years Ended


(In millions)				2000			1999			1998






Operating Activities
Income from continuing operations				$	25.0		$	49.9		$	66.4




	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			68.6			63.5			61.9
		Non-current deferred income tax			(33.2	)		(0.1	)		28.5
		Extraordinary loss			—			(9.2	)		—
		Purchased in-process research & development			10.7			—			—
		Income (loss) from discontinued operations-net of items not affecting cash			(41.6	)		184.7			246.4




(Increase) decrease in:
		Accounts and notes receivable			41.4			(55.1	)		(12.6	)
		Unbilled costs and inventories			52.6			87.0			59.9




Increase (decrease) in:
		Accounts payable and accrued expenses			(38.8	)		5.4			29.7
		Advance payments and unearned income			(20.7	)		(18.0	)		(43.2	)
		Income taxes			(0.7	)		(67.8	)		17.3
Other					2.5			12.3			(9.3	)

			Net cash provided by operating activities		65.8			252.6			445.0




Investing Activities
Acquisitions of businesses, net of cash acquired					(123.9	)		(35.7	)		—
Additions of plant and equipment					(81.3	)		(60.4	)		(87.3	)
Net assets of discontinued operations					1,038.2			69.1			(324.2	)

			Net cash provided by (used in) investing activities		833.0			(27.0	)		(411.5	)




Financing Activities
Proceeds from borrowings					8,215.4			9,301.4			5,391.1
Payment of borrowings					(8,563.3	)		(9,457.9	)		(5,332.7	)
Proceeds from sale of Common Stock					2.6			4.4			12.1
Purchase of Common Stock for treasury					(232.8	)		(15.7	)		—
Cash dividends					(29.9	)		(76.5	)		(70.1	)

			Net cash (used in) provided by financing activities		(608.0	)		(244.3	)		0.4

Effect of exchange rate changes on cash and cash equivalents					1.7			2.9			0.4

Net increase (decrease) in cash and cash equivalents					292.5			(15.8	)		34.3




Cash and cash equivalents at beginning of year					85.7			101.5			67.2

Cash and cash equivalents at end of year				$	378.2		$	85.7		$	101.5

See Notes to Financial Statements

Financial Statements

Consolidated Statement of Comprehensive Income and Shareholders’ Equity





													Accumulated Other
													Comprehensive Income

													Net
													Unrealized			Cumulative
	Common			Other			Retained			Unearned			Gain on			Translation
(In millions)	Stock			Capital			Earnings			Compensation			Securities			Adjustments			Total


Balance at June 27, 1997	$	39.8		$	289.9		$	1,219.9		$	4.4		$	45.3		$	(5.4	)	$	1,593.9
Net income		—			—			133.0			—			—			—			133.0
Foreign currency translation		—			—			—			—			—			(4.4	)		(4.4	)
Net unrealized loss on securities net of income taxes of $(17.0)		—			—			—			—			(29.0	)		—			(29.0	)

Comprehensive income																				99.6
Two-for-one stock split (39,949,231 shares)		39.9			(39.9	)		—			—			—			—			—
Shares issued under Stock Option Plan (237,476 shares)		.2			5.6			—			—			—			—			5.8
Shares granted under Stock Incentive Plans (238,550 shares)		.3			10.1			—			(10.3	)		—			—			.1
Compensation expense		—			—			—			7.8			—			—			7.8
Termination and award of shares granted under Stock Incentive Plans (340,170 shares)		(.3	)		(.5	)		—			(5.1	)		—			—			(5.9	)
Shares sold under Employee Stock Purchase Plans (114,707 shares)		.1			6.1			—			—			—			—			6.2
Cash dividends ($.88 per share)		—			—			(70.1	)		—			—			—			(70.1	)





Balance at July 3, 1998		80.0			271.3			1,282.8			(3.2	)		16.3			(9.8	)		1,637.4
Net income		—			—			53.1			—			—			—			53.1
Foreign currency translation		—			—			—			—			—			(1.9	)		(1.9	)
Net unrealized loss on securities net of income taxes of $(5.3)		—			—			—			—			(9.0	)		—			(9.0	)

Comprehensive income																				42.2
Shares issued under Stock Option Plan (100,945 shares)		.1			2.5			—			—			—			—			2.6
Shares granted under Stock Incentive Plans (67,400 shares)		.1			2.2			—			(2.3	)		—			—			—
Compensation expense		—			—			—			(.2	)		—			—			(.2	)
Termination and award of shares granted under Stock Incentive Plans (153,738 shares)		(.2	)		(3.6	)		—			1.7			—			—			(2.1	)
Shares sold under Employee Stock Purchase Plans (53,962 shares)		.1			1.7			—			—			—			—			1.8
Purchase and retirement of Common Stock for treasury (430,200 shares)		(.4	)		(2.6	)		(12.7	)		—			—			—			(15.7	)
Cash dividends ($.96 per share)		—			—			(76.5	)		—			—			—			(76.5	)





Balance at July 2, 1999		79.7			271.5			1,246.7			(4.0	)		7.3			(11.7	)		1,589.5
Net income		—			—			18.0			—			—			—			18.0
Foreign currency translation		—			—			—			—			—			(4.8	)		(4.8	)
Net unrealized gain on securities net of income taxes of $(132.3)		—			—			—			—			225.2			—			225.2

Comprehensive income																				238.4
Shares issued under Stock Option Plan (74,392 shares)		.1			1.9			—			—			—			—			2.0
Shares granted under Stock Incentive Plans (63,500 shares)		.1			1.6			—			(1.7	)		—			—			—
Compensation expense		—			—			—			(3.6	)		—			—			(3.6	)
Termination and award of shares granted under Stock Incentive Plans (202,768 shares)		(.2	)		(7.2	)		—			6.1			—			—			(1.3	)
Shares sold under Employee Stock Purchase Plans (23,653 shares)		—			.7			—			—			—			—			.7
Purchase and retirement of Common Stock for treasury (10,652,100 shares)		(10.7	)		(40.1	)		(182.0	)		—			—			—			(232.8	)
Cash dividends ($.39 per share)		—			—			(29.9	)		—			—			—			(29.9	)
Non-cash dividends related to the spin-off of Lanier Worldwide		—			—			(188.7	)		—			—			—			(188.7	)





Balance at June 30, 2000	$	69.0		$	228.4		$	864.1		$	(3.2	)	$	232.5		$	(16.5	)	$	1,374.3

See Notes to Financial Statements

Notes to Financial Statements

Significant Accounting Policies

Principles of Consolidation — The consolidated financial statements include the accounts of Harris Corporation and its subsidiaries (“Harris”). These statements have been prepared in conformity with accounting principles generally accepted in the United States and require management to make estimates and assumptions. These assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant intercompany transactions and accounts have been eliminated.

Fiscal Year — Harris’ fiscal year ends on the Friday nearest June 30. Fiscal Years 2000 and 1999 include 52 weeks, while the 1998 fiscal year includes 53 weeks.

Cash Equivalents — Cash equivalents are temporary cash investments with a maturity of three months or less when purchased. These investments include accrued interest and are carried at the lower of cost or market.

Marketable Securities — Marketable equity securities are stated at fair value, with unrealized gains and losses, net of tax, included as a separate component of shareholders’ equity. Realized gains and losses from marketable securities are determined using the specific identification method. The cost basis of marketable securities was $63.5 million at June 30, 2000, and $3.9 million at July 2, 1999. The proceeds from the sale of marketable securities was $52.6 million in 2000, $9.9 million in 1999, and $39.6 million in 1998. The amount of gross realized gains included in “Other income” was $49.6 million in 2000, $9.6 million in 1999, and $38.8 million in 1998. The fiscal 2000 gross realized gains included a $21.9 million gain from the sale of one million shares of Intersil Holding Corporation stock as a part of Intersil Holding Corporation’s initial public offering.

Inventories — Inventories are priced at the lower of cost (determined by average and first-in, first-out methods) or market.

Plant and Equipment — Plant and equipment are carried on the basis of cost. Depreciation of buildings, machinery and equipment is computed by the straight-line and accelerated methods. The estimated useful lives of buildings range between 5 and 50 years. The estimated useful lives of machinery and equipment range between 3 and 10 years.

Intangibles — Intangibles resulting from acquisitions are being amortized by the straight-line method principally over 10 to 15 years. Recoverability of intangibles is assessed using estimated undiscounted cash flows of related operations. Intangibles that are not expected to be recovered through future undiscounted cash flows are charged to expense when identified. Amounts charged to expense are amounts in excess of the fair value of the intangible asset. Fair value is determined as the present value of estimated expected future cash flows using a discount rate commensurate with the risks involved.

Income Taxes — Harris follows the liability method of accounting for income taxes.

Revenue Recognition — Revenue is recognized from sales other than on long-term contracts when a product is shipped, from rentals as they accrue, and from services when performed. Unearned income on service contracts is amortized by the straight-line method over the term of the contracts.

Revenue and anticipated profits under long-term contracts are recorded on a percentage-of-completion basis, generally using the cost-to-cost method of accounting where sales and profits are recorded based on the ratio of costs incurred to estimated total costs at completion. Contracts are combined when specific aggregation criteria are met. Criteria generally include closely interrelated activities performed for a single customer within the same economic environment. Contracts generally are not segmented.

Amounts representing contract change orders, claims or other items are included in sales only when they can be reliably estimated and realization is probable. Incentives or penalties and awards applicable to performance on contracts are considered in estimating sales and profit rates, and are recorded when there is sufficient information to assess anticipated contract performance. Incentive provisions, which increase or decrease earnings based solely on a single significant event, are generally not recognized until the event occurs.

When adjustments in contract value or estimated costs are determined, any changes from prior estimates are reflected in earnings in the current period. Anticipated losses on contracts or programs in progress are charged to earnings when identified.

Royalty income is included as a component of “Other income” and is recognized on the basis of terms specified in contractual agreements.

Retirement Benefits — Harris and its subsidiaries provide retirement benefits to substantially all employees primarily through a retirement plan having profit-sharing and savings elements. Contributions by Harris to the retirement plan are based on profits and employees’ savings with no other funding requirements. Harris may make additional contributions to the fund at its discretion.

Retirement benefits also include an unfunded limited healthcare plan for U.S. based retirees and employees on long-term disability. Harris accrues the estimated cost of these medical benefits, which are not material, during an employee’s active service life.

Environmental Expenditures — Harris capitalizes environmental expenditures that increase the life or efficiency of property or that reduce or prevent environmental contamination. Harris accrues environmental expenses resulting from existing conditions that relate to past operations when the costs are probable and reasonably estimable.

Based on an assessment of relevant factors, Harris has estimated that its discounted liability under the Superfund Act and other environmental statutes and regulations for identified sites, using a 9.5 percent discount rate, is approximately $5.5 million. This liability is accrued in the June 30, 2000 consolidated balance sheet. The expected aggregate undiscounted amount that will be incurred over the next 20 to 25 years (depending on the number of years for each site)

Notes to Financial Statements

is approximately $11.1 million. The expected payments for the next five years are: 2001 — $1.4 million; 2002 — $0.9 million; 2003 — $0.6 million; 2004 — $0.6 million; 2005 — $0.6 million; and the aggregate amount thereafter is approximately $7.0 million.

Futures and Forward Contracts — When Harris sells products outside the United States or enters into purchase commitments, transactions are sometimes denominated in currencies other than U.S. dollars. To minimize the impact on revenue and cost from currency fluctuations, Harris enters into currency exchange agreements that qualify for hedge accounting treatment. It is Harris’ policy not to speculate in foreign currencies. Currency exchange agreements are designated as, and are effective as, hedges of foreign currency assets and liabilities. In addition, these agreements are consistent with the designated currency of the underlying asset or liability. Gains and losses on currency exchange agreements that qualify as hedges are deferred and recognized as an adjustment of the carrying amount of the hedged asset or liability. Gains and losses on currency exchange agreements that do not qualify as hedges are recognized in income based on changes in the fair market value of the currency exchange agreement.

Foreign Currency Translation — The functional currency for most international subsidiaries is the local currency. Assets and liabilities are translated at current rates of exchange, and income and expense items are translated at the weighted average exchange rate for the year. The resulting translation adjustments are recorded as a separate component of shareholders’ equity.

Unearned Compensation — Compensation resulting from performance shares granted under Harris’ long-term incentive plan is amortized to expense over the performance period and is adjusted for changes in the market value of Harris’ Common Stock.

Net Income Per Share — Net income per share is based upon the weighted average number of common shares outstanding during each year.

Reclassifications — Certain prior-year amounts have been reclassified on the financial statements to conform with current year classifications.

Stock Split

On August 23, 1997, the Board of Directors authorized a two-for-one stock split to shareholders of record on September 4, 1997. All references in the financial statements and notes to financial statements to number of shares, per share amounts, and market prices of Harris’ Common Stock have been restated to reflect the increased number of shares outstanding.

Accounting Changes

In February 1998, the American Institute of Certified Public Accountants issued Statement of Position (“SOP”) 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use,” which is effective for fiscal years beginning after December 15, 1998. This SOP requires capitalization of certain costs incurred in the development of internal-use software, including external direct material and service costs, employee payroll and payroll-related costs, and interest. Harris has adopted SOP 98-1 for fiscal 2000. The adoption did not have a material effect on Harris’ financial statements.

In June 1998, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 133 (“SFAS 133”), “Accounting for Derivative Instruments and Hedging Activities,” which establishes accounting and reporting standards for derivative instruments and for hedging activities. It requires an entity to recognize that all derivatives are either assets or liabilities in the balance sheet and measure those investments at fair value. Implementation of this standard has been delayed by the FASB for a twelve-month period. Harris will be required to adopt SFAS 133 in the first quarter of fiscal 2001. This will not have a material effect on Harris’ results of operations or financial position.

In December 1999, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 101 (“SAB 101”), “Revenue Recognition in Financial Statements.” SAB 101 summarizes the SEC’s views in applying generally accepted accounting principles to revenue recognition in financial statements. Harris is required to adopt SAB 101 in the fourth quarter of fiscal 2001. Management does not believe the adoption of SAB 101 will have a material effect on Harris’ results of operations or financial position.

Discontinued Operations

In fiscal 1999, Harris decided to sell its semiconductor business and spin off its Lanier Worldwide, Inc. subsidiary. Accordingly, the results of operations and the net assets of these business segments have been reclassified as discontinued operations.

On August 13, 1999, Harris completed the sale of substantially all of its semiconductor business to Intersil Corporation and its affiliates. Intersil Corporation was a newly formed company owned by Sterling Holding Company, LLC, a Citicorp Venture Capital Ltd. investment portfolio company, along with certain management investors, and affiliates of Credit Suisse First Boston Corporation.

The assets disposed of consisted primarily of land, buildings, equipment, inventory, receivables, technology, and other assets related to the operation of the semiconductor business.

In addition to acquiring a 10 percent equity interest in Intersil Holding Corporation for which Harris paid $9 million, Harris received cash of $520 million, a promissory note of $90 million, and Intersil Corporation assumed certain liabilities. Harris also retained receivables and patent rights. Harris recorded an after-tax loss of $76 million for the disposal of its entire semiconductor business including the portion sold to Intersil Corporation. Intersil Holding Corporation undertook an initial public offering (IPO) in February, 2000. At that time, the promissory note was paid as was the accrued interest. Harris also participated in the IPO and sold one million of its Intersil Holding Corporation shares at a gain of $21.9 million.

Notes to Financial Statements

On October 22, 1999, Harris announced that its Board of Directors formally approved the spin-off of its Lanier Worldwide, Inc. subsidiary as an independent publicly traded company. The Board declared a dividend of one share of Lanier common stock for each share of Harris Common Stock to Harris shareholders of record on November 1, 1999. The distribution of the dividend was completed on November 5, 1999. Harris retained approximately 10 percent of the outstanding shares of Lanier.

Summarized financial information for the discontinued operations follows:




(In millions)	2000			1999			1998


Net revenues	$	512.1		$	2,032.4		$	1,952.6

Income before income taxes	$	8.2		$	133.1		$	96.3
Income taxes		3.0			43.7			29.7

Income from discontinued operations		5.2			89.4			66.6
Provision for disposal of discontinued operations after income tax benefits of $6.1 million in fiscal 2000 and $5.8 million in fiscal 1999		(12.2	)		(77.0	)		—

Discontinued operations net of income taxes	$	(7.0	)	$	12.4		$	66.6




(In millions)	2000		1999


Current assets	$	—	$	930.6
Total assets		—		1,994.5
Current liabilities		—		660.8
Total liabilities		—		743.2
Accumulated comprehensive income		—		(41.9	)
Net assets of discontinued operations	$	—	$	1,293.2

The information set forth in the remaining notes to the financial statements relates to continuing operations unless otherwise specified.

Restructuring

In fiscal 2000, Harris recorded a $41 million charge ($26.7 million after income tax) for the restructuring of its operations. Restructuring actions include a reduction of approximately 161 employees and provisions for the write-down of intangible assets, equipment, and other assets associated with the exit from Harris’ Commercial Communications Segment’s telephone switching and alarm management product lines.

In the third quarter of fiscal 2000, 161 switching business employees were notified that their employment would be terminated and what their specific severance benefit would be. These employees worked in the marketing, sales, manufacturing, and administrative areas and were primarily located in Marin County, California. As of June 30, 2000, 62 employees had been terminated with the balance to be terminated by September 30, 2000.

In June of 2000, Harris sold the core switch business to Teltronics, Inc. Harris also intends to sell other portions of this product line, including the alarm management and international activities, during fiscal 2001. Gains or losses from the sale of these operations are included or will be included in restructuring expenses in the period the sale occurs. Estimated discounted cash flows were used in determining the fair value of assets and liabilities in recording the restructuring charge.

Cash outlays for restructuring actions will be primarily for severance benefits. Harris expects to pay these benefits ratably over the first two quarters of fiscal 2001 from currently available cash sources. Sales from this product line were $73.5 million in 2000, $126.6 million in 1999, and $140.4 million in 1998. Operating losses from these product lines were $18.9 million in 2000, $3.6 million in 1999, and $2.9 million in 1998.

In fiscal 1999, Harris recorded a $5.1 million charge ($3.3 million after income taxes) for severance costs associated with the restructuring of its operations. Restructuring actions included a work force reduction of approximately 606 employees. At June 30, 2000, all of these employees have been terminated.

The components and use of restructuring reserves are summarized below:



				Use of Reserve
		Original						Reserve Balance
(In millions)		Reserve		Cash		Non-Cash		at June 30, 2000


Fiscal 1999:
	Severance benefits	$	5.1	$	5.1	$	—	$	—





Fiscal 2000:
	Severance benefits	$	4.7	$	0.4	$	—	$	4.3
	Capitalized software write-offs		14.1		—		14.1		—
	Intangible asset write-offs		4.4		—		4.4		—
	Equipment write-downs		6.2		—		6.2		—
	Other exit costs		11.6		2.3		—		9.3

		$	41.0	$	2.7	$	24.7	$	13.6

Business Combinations

In January 2000, Harris purchased Louth Automation, a leading supplier of advanced automation systems for radio and television broadcasters. Also, on June 30, 2000, Harris purchased the assets of TRT Lucent Technologies’ point-to-point microwave radio business. These acquisitions have been accounted for under the purchase method of accounting and, accordingly, the results of operations of these acquired entities have been included in Harris’ consolidated income statement since the date of acquisition. Pro forma results of operations have not been presented because the effect of these acquisitions was not material. Harris paid cash in the net amount of approximately $87 million for Louth Automation and $30 million for TRT Lucent Technologies’ point-to-point microwave radio business. The final determination of these purchase prices is subject to adjustment. The amount allocated to purchased in-process research and development on the Louth Automation acquisition was $10.7 million. The purchased in-process research and development expenses were determined through established valuation techniques in the technology communications industry and were expensed upon acquisition because technological feasibility had not been established and no future alternative uses existed. Research and development costs to bring the products from the acquired company to technological feasi-

Notes to Financial Statements

bility are not expected to have a material impact on Harris’ future results of operations or cash flows. Amounts allocated to goodwill and purchased intangible assets for Louth Automation are amortized on a straight-line basis over periods not exceeding ten years. The amortization period for purchased intangible assets in the TRT Lucent Technologies’ point-to-point microwave radio business has not been finalized.

Extraordinary Loss

In June 1999, Harris retired $150.0 million of 10 3/8% debentures due in 2018 and $96.0 million of notes payable to insurance companies due from 1999 to 2001. Debt retirement resulted in an extraordinary loss of $9.2 million ($.12 per share), net of related income taxes of $4.7 million.

Joint Ventures

Harris has investments in joint ventures (less than 50% owned), which are accounted for using the equity method of accounting. Condensed balance sheets as of June 30, 2000 and July 2, 1999, and condensed statements of income for fiscal years 2000, 1999, and 1998 for these joint ventures follows. Harris has adjustments to income related to these investments that are not pushed down to these condensed financial statements. The amount of income (loss) before taxes included in “Other income” related to these joint ventures is $(7.5) million in 2000, $7.5 million in 1999, and $4.0 million in 1998.




Condensed Balance Sheets of Joint Ventures

(In millions)		2000		1999


Assets
	Current assets	$	122.9	$	127.5
	Non-current assets		68.4		60.0

		$	191.3	$	187.5
Liabilities and Shareholders’ Equity
	Current liabilities	$	122.8	$	102.7
	Non-current liabilities		7.6		9.1
	Shareholders’ equity		60.9		75.7

		$	191.3	$	187.5


Condensed Statements of Income
	Fiscal Year

of Joint Ventures
(In millions)	2000			1999		1998


Revenue	$	252.4		$	212.2	$	165.8
Costs and expenses		256.7			195.6		139.8

Income (loss) before income taxes		(4.3	)		16.6		26.0
Income taxes		4.6			4.7		2.2

Net income (loss)	$	(8.9	)	$	11.9	$	23.8

Receivables

Receivables are summarized below:




(In millions)	2000		1999


Accounts receivable	$	479.5	$	416.6
Notes receivable due within one year-net		17.7		17.0

		497.2		433.6
Less allowances for collection losses		30.7		21.9

	$	466.5	$	411.7

Inventories and Unbilled Costs

Inventories are summarized below:




(In millions)	2000		1999


Finished products	$	39.4	$	34.7
Work in process		61.9		66.0
Raw materials and supplies		95.9		105.0

	$	197.2	$	205.7

Unbilled costs and accrued earnings on fixed-price contracts are net of progress payments of $180.0 million at June 30, 2000 and $171.1 million at July 2, 1999.

Plant and Equipment

Plant and equipment are summarized below:




(In millions)	2000		1999


Land	$	11.5	$	13.6
Buildings		264.7		255.0
Machinery and equipment		556.1		547.3

		832.3		815.9
Less allowances for depreciation		536.9		524.3

	$	295.4	$	291.6

Intangibles

Accumulated amortization of intangible assets was $52.1 million at June 30, 2000 and $22.3 million at July 2, 1999.

Credit Arrangements

Harris has available a syndicated credit facility with various banks that provides for borrowings up to $500 million. This facility expires in November 2001. Interest rates on borrowings under the $500 million facility are determined by a pricing matrix based upon Harris’ long-term debt ratings assigned by Standard and Poor’s Ratings Group and Moody’s Investors Service. A facility fee is payable on the credit and determined in the same manner as the interest rates. Harris is not required to maintain compensating balances in connection with this agreement. Under the credit facility, none was outstanding at June 30, 2000. This agreement contains certain financial covenants including maintenance of at least $900 million of tangible net worth and total debt not to exceed 50 percent of total capital.

Harris also has lines of credit for short-term financing aggregating $98.8 million from various U.S. and foreign banks, of which $23.2 million was available on June 30, 2000. These arrangements provide for borrowing at various interest rates, are reviewed annually for renewal, and may be used on such terms as Harris and the banks mutually agree. These lines do not require compensating balances. Approximately $149.8 million worth of debt was included in net assets of discontinued operations on the July 2, 1999, consolidated balance sheet.

Short-Term Debt

Short-term debt of $75.6 million in 2000 and $323.7 million in 1999 is entirely made up of notes payable to banks in both years. As of June 30, 2000, $26.0 million of these bank notes were with Brazilian banks at a weighted-average interest rate of 18.1 percent. The weighted-average interest rate for bank notes other than those with Brazilian banks was

Notes to Financial Statements

6.4 percent as of June 30, 2000 and 6.3 percent as of July 2, 1999.

Long-Term Debt

Long-term debt includes the following:




(In millions)	2000		1999


Notes payable to banks	$	30.5	$	162.5
6.35% debentures, due 2028		150.0		150.0
7% debentures, due 2026		100.0		100.0
6.65% debentures, due 2006		100.0		100.0
Other		2.1		2.0

	$	382.6	$	514.5

The weighted-average interest rate for notes payable to banks was 6.4 percent as of June 30, 2000 and 6.3 percent as of July 2, 1999. Maturities of long-term debt for the five years following 2000 are: $32.8 million in 2001, $0.6 million in 2002, $31.0 million in 2003, $0.5 million in 2004, and $0.3 million in 2005.

Preferred Stock Purchase Rights

On December 6, 1996, Harris declared a dividend of one preferred share purchase right for each outstanding share of Common Stock. These rights, which expire on December 6, 2006, are evidenced by the Common Stock share certificates and trade with the Common Stock until they become exercisable, entitle the holder to purchase one two-hundredth of a share of Participating Preferred Stock for $125, subject to adjustment. The rights are not exercisable until the earlier of 10 business days (or such later date fixed by the Board) after a party commences a tender or exchange offer to acquire a beneficial interest of at least 15% of Harris’ outstanding Common Stock, or the first date of public announcement by Harris that a person has acquired a beneficial interest of at least 15% of Harris’ outstanding Common Stock or such later date fixed by the Board of Directors of Harris.

Upon the first date of public announcement by Harris that a person has acquired a beneficial interest of at least 15% of Harris’ outstanding Common Stock, or such later date fixed by the Board of Directors of Harris, each right (other than rights beneficially owned by an acquiring person or any affiliate or associate thereof) would entitle the holder to purchase shares of Common Stock of Harris having a market value equal to twice the exercise price of the right. In addition, each right (other than rights beneficially owned by an acquiring person or any affiliate or associate thereof) would entitle the rightholder to exercise the right and receive shares of common stock of the acquiring company, upon a merger or other business combination, having a market value of twice the exercise price of the right.

Under certain circumstances after the rights become exercisable, the Board of Directors may elect to exchange all of the then outstanding rights for shares of Common Stock at an exchange ratio of one share of Common Stock per right, subject to adjustment. The rights have no voting privileges and may be redeemed by the Board of Directors at a price of $.01 per right at any time prior to the acquisition of a beneficial ownership of 15% of the outstanding Common Stock.

Stock Options and Awards

The following information relates to stock option and incentive stock awards. Option prices are 100 percent of market value on the date the options are granted. Option grants are for a maximum of ten years after dates of grant and may be exercised in installments. As a result of the spin-off of Lanier Worldwide, Inc. on November 5, 1999 Harris adjusted the option price and the number of shares on all of its outstanding options so that the fair value of each option holders’ option would be the same before and after the distribution.




				Weighted
				Average
		Number		Exercise		Option Prices
		of Shares		Price		Per Share


Exercised during:
	1998		439,708	$	26.46	$	10.94 to $45.50
	1999		132,574	$	24.17	$	7.19 to $35.63
	July 3, 1999 to November 5, 1999		25,607	$	18.59	$	11.88 to $33.44
Granted July 3, 1999 to November 5, 1999			682,284	$	27.20	$	24.00 to $37.75
Terminations from July 3, 1999 to November 5, 1999			506,900	$	34.53	$	11.88 to $53.63
Outstanding at July 2, 1999			2,179,523	$	34.88	$	7.19 to $53.63
Outstanding at November 5, 1999			2,329,300	$	32.90	$	7.19 to $53.63
Outstanding at November 6, 1999 after adjustment for Lanier Worldwide, Inc. spin-off			2,566,889	$	29.85	$	6.52 to $48.66
Exercisable at July 2, 1999			1,096,045	$	33.64	$	7.19 to $53.63
Exercisable at November 5, 1999			1,266,162	$	34.78	$	7.19 to $53.63
Exercisable at November 6, 1999 after adjustment for Lanier Worldwide, Inc. spin-off			1,395,311	$	31.56	$	6.52 to $48.66
Exercised from November 6, 1999 to June 30, 2000			55,490	$	27.52	$	13.33 to $34.26
Granted from November 6, 1999 to June 30, 2000			89,214	$	27.78	$	20.63 to $39.00
Terminations from November 6, 1999 to June 30, 2000			318,072	$	31.07	$	21.78 to $48.04
Outstanding at June 30, 2000			2,282,541	$	29.65	$	6.52 to $48.66
Exercisable at June 30, 2000			1,205,283	$	31.60	$	6.52 to $48.66

Notes to Financial Statements

Price ranges of outstanding and exercisable options as of June 30, 2000 are summarized below:





	Outstanding Options						Exercisable Options

			Average		Weighted				Weighted
			Remaining		Average				Average
	Number of		Life		Exercise		Number of		Exercise
Range of Exercise Prices	Options		(years)		Price		Options		Price


$ 6.52 - $27.11		1,006,394		7.89	$	24.59		283,839	$	24.45
$27.85 - $38.11		829,634		7.51	$	30.19		558,481	$	29.64
$38.42 - $48.67		446,513		6.83	$	40.07		362,963	$	40.22

Presented below is pro forma information regarding net income and net income per share. It has been determined as if Harris had accounted for stock options using the fair value method of accounting for stock options. The fair value of each option grant is estimated on the grant date using the Black-Scholes option pricing model with the following assumptions:




	2000			1999			1998


Expected dividend yield		0.5	%		2.1	%		2.1	%
Expected stock price volatility		36.3	%		24.5	%		20.4	%
Risk-free interest rate		6.0	%		5.0	%		5.8	%
Expected life (years)		4			4			4

For purposes of pro forma disclosure, the estimated fair value of options is amortized to expense over their three-year vesting period. Under the fair value method, Harris’ net income and net income per share would have been reduced as follows:




(In millions, except per share amounts)	2000		1999		1998


Net income	$	5.7	$	5.3	$	4.9
Basic net income per share	$	.08	$	.07	$	.06
Diluted net income per share	$	.08	$	.07	$	.06

Because the fair value method of accounting for options applies only to options granted subsequent to June 30, 1995, the pro forma effect was not fully reflected until 1999.

Harris has a stock incentive plan for directors and key employees. Awards under this plan may include the grant of performance shares, restricted stock, stock options, stock appreciation rights, or other stock-based awards. The aggregate number of shares of Common Stock which may be awarded under the plan in each fiscal year is one percent of the total outstanding shares of Common Stock plus shares available from prior years. Performance shares outstanding were 209,716 at June 30, 2000, 429,869 at July 2, 1999, and 625,365 at July 3, 1998. Shares of Common Stock reserved for future awards under the plan were 3,242,441 at June 30, 2000, 2,296,417 at July 2, 1999, and 2,509,002 at July 3, 1998.

Under Harris’ domestic retirement plan, employees may purchase a limited amount of Harris’ Common Stock at 70 percent of current market value. The discounts from fair market value on Common Stock purchased by employees under the domestic retirement plan are charged to compensation expense in the period of the related purchase. Shares of Common Stock reserved for future purchases by the retirement plan were 2,172,688 at June 30, 2000.

Net Income Per Share

Average outstanding shares used in the computation of net income per share are summarized below:




(In millions)		2000			1999			1998






Basic:
	Weighted average shares outstanding		73.5			79.9			79.9
	Contingently issuable shares		(0.3	)		(0.5	)		(0.6	)

			73.2			79.4			79.3




Diluted:
	Weight average shares outstanding		73.5			79.9			79.9
	Dilutive stock options		0.2			0.1			0.3
	Contingently issuable shares		(0.3	)		(0.3	)		(0.2	)

			73.4			79.7			80.0

Retirement Plans

Retirement and defined benefit plans expense from continuing operations amounted to $37.4 million in 2000, $43.0 million in 1999 and $55.0 million in 1998.

Research and Development

Company-sponsored research and product development costs from continuing operations are expensed as incurred. These costs were $99.9 million in 2000, $92.4 million in 1999, and $94.0 million in 1998.

Customer-sponsored research and development costs are incurred pursuant to long-term contractual arrangements and are accounted for principally by the percentage-of-completion method. Customer-sponsored research and development costs incurred under government-sponsored contracts require Harris to provide a product or service meeting certain defined performance or other specifications (such as designs).

Interest Expense

Total interest from continuing operations was $25.2 million in 2000, $9.9 million in 1999, and $13.5 million in 1998. Interest attributable to funds used to finance major long-term construction projects is capitalized as an additional cost of the related asset. No interest was capitalized in fiscal 2000. Interest capitalized was $0.1 million in 1999 and $1.0 million in 1998. Interest paid was $25.5 million in 2000, $14.6 million in 1999, and $9.9 million in 1998.

Lease Commitments

Total rental expense from continuing operations amounted to $21.7 million in 2000, $21.8 million in 1999, and $19.3 million in 1998. Future minimum rental commitments under leases,

Notes to Financial Statements

primarily for land and buildings, amounted to approximately $60.9 million at June 30, 2000. These commitments for the years following 2000 are: 2001 — $16.3 million; 2002 — $12.4 million; 2003 — $8.9 million; 2004 — $7.0 million; 2005 — $6.4 million; and $9.9 million, thereafter.

Income Taxes

The provisions for income taxes from continuing operations are summarized as follows:




(In millions)		2000			1999			1998


Current:
	United States	$	9.7		$	38.5		$	17.3
	International		25.4			(3.4	)		6.3
	State and local		(2.3	)		5.0			5.1

			32.8			40.1			28.7

Deferred:
	United States		(0.2	)		(8.1	)		11.9
	International		(21.2	)		(3.3	)		(2.0	)
	State and local		2.1			(0.6	)		(1.3	)

			(19.3	)		(12.0	)		8.6

		$	13.5		$	28.1		$	37.3

A reconciliation of the statutory United States income tax rate to the effective income tax rate follows:




	2000			1999			1998


Statutory U.S. income tax rate		35.0	%		35.0	%		35.0	%
State taxes		(0.7	)		3.6			2.4
International income		(1.7	)		—			—
Tax benefits related to export sales		(7.0	)		(4.0	)		(3.8	)
Nondeductible amortization		5.1			1.6			1.0
Other items		4.3			(0.2	)		1.4

Effective income tax rate		35.0	%		36.0	%		36.0	%

The components of deferred income tax assets (liabilities) are as follows:





	2000						1999


(In millions)	Current			Non-Current			Current			Non-Current


Inventory valuations	$	19.2			—		$	16.8			—
Accruals		72.7		$	(17.6	)		107.1		$	(30.7	)
Depreciation		—			(17.0	)		—			(20.8	)
Leases		—			—			—			(1.0	)
International tax loss carryforwards		—			8.5			—			5.0
Unrealized gains on securities		(136.5	)		—			(5.2	)		—
All other-net		30.1			12.0			9.7			2.9

		(14.5	)		(14.1	)		128.4			(44.6	)
Valuation allowance		—			—			—			(2.7	)

	$	(14.5	)	$	(14.1	)	$	128.4		$	(47.3	)

United States income taxes have not been provided on $346 million of undistributed earnings of international subsidiaries because of Harris’ intention to reinvest these earnings. The determination of unrecognized deferred U.S. tax liability for the undistributed earnings of international subsidiaries is not practicable.

Pretax income (loss) from continuing operations of international subsidiaries was $1.0 million in 2000, $2.7 million in 1999, and $(3.4) million in 1998.

Income taxes paid were $47.4 million in 2000, $35.5 million in 1999, and $29.2 million in 1998.

Business Segments

Harris is structured primarily around the markets it serves and operates in two business segments — Government Communications and Commercial Communications. The Government Communications segment engages in advanced research and develops, designs, and produces advanced communication and information processing systems. The Commercial Communications segment produces broadcast, radio communications, and telecommunications products and systems. Harris’ products and systems are produced principally in the United States with international revenues derived primarily from exports.

The accounting policies of the operating segments are the same as those described in the Significant Accounting Policies footnote. Harris evaluates performance based on profit or loss from operations before income taxes excluding interest income and expense, equity income, and gains or losses from securities and other investments. Intersegment sales, which are insignificant, are accounted for at prices comparable to unaffiliated customers.

Sales made to the U.S. government by all segments (primarily the Government Communications segment) were 40.6 percent of total revenues from continuing operations in 2000, 42.3 percent of total revenues from continuing operations in 1999, and 47.2 percent of revenues from continuing operations in 1998.

Notes to Financial Statements

Selected information by business segment and geographical area is summarized below:




(In millions)		2000		1999		1998






Total Assets
Government Communications		$	402.8	$	463.5	$	517.7
Commercial Communications			868.0		736.7		731.0
Headquarters			1,056.1		1,758.4		1,981.7

		$	2,326.9	$	2,958.6	$	3,230.4

Capital Expenditures
Government Communications		$	19.1	$	19.5	$	24.9
Commercial Communications			51.0		35.5		32.7
Headquarters			11.2		5.4		29.7

		$	81.3	$	60.4	$	87.3

Depreciation and Amortization
Government Communications		$	22.9	$	20.9	$	23.8
Commercial Communications			38.4		32.9		28.3
Headquarters			7.3		9.7		9.8

		$	68.6	$	63.5	$	61.9

Geographical Information




U.S. operations:
	Revenue	$	1,549.8	$	1,537.2	$	1,689.0
	Long-lived assets	$	581.6	$	546.7	$	571.4




International operations:
	Revenue	$	257.6	$	206.3	$	235.8
	Long-lived assets	$	116.3	$	87.3	$	71.3

Corporate assets consist primarily of cash, marketable securities, plant and equipment, and net assets of discontinued operations.

Export sales were $229.7 million in 2000, $242.2 million in 1999, and $320.6 million in 1998. Export sales and net sales of international operations were principally to Europe, Asia, and Latin America.

Revenue and operating income by segment follows:




(In millions)	2000		1999		1998






Revenue (continuing operations)
Government Communications	$	815.9	$	813.2	$	951.1
Commercial Communications		991.5		930.3		973.7

	$	$1,807.4	$	1,743.5	$	1,924.8




(In millions)	2000⁽¹⁾			1999⁽²⁾			1998⁽³⁾






Operating Profit (continuing operations)
Government Communications	$	58.1		$	52.1		$	43.9
Commercial Communications		(33.3	)		34.1			60.0
Headquarters Expense		(36.7	)		(31.0	)		(59.4	)
Other Income⁽⁴⁾		48.2			19.3			57.6

	$	36.3		$	74.5		$	102.1

(1) Fiscal 2000 Commercial Communications segment includes restructuring expenses of $41.0 million and a write-off of purchased in-process research and development of $10.7 million. Other income includes the $21.9 million gain from the sale of Intersil Holding Corporation stock.

(2) Fiscal 1999 Headquarters expense includes restructuring expenses of $5.1 million. Commercial Communications segment results include a $20.6 million charge for litigation costs.

(3) Fiscal 1998 results include restructuring expenses of $16.1 million of which $7.8 million is allocated to the Government Communications segment and $8.3 million is allocated to the Commercial Communications segment.

(4) “Other Income” includes equity income, royalties, and gains and losses from the sale of securities and other investments.

Financial Instruments

The carrying values of cash equivalents, marketable securities, accounts receivable, notes receivable, accounts payable, short-term debt, and long-term debt approximates fair value. The fair value of long-term debt, as determined by quotes from financial institutions, was $351.3 million at June 30, 2000 and $493.5 million at July 2, 1999.

Harris uses foreign exchange contracts and options to hedge intercompany accounts and off-balance sheet foreign currency commitments. Specifically, these foreign exchange contracts offset foreign currency denominated inventory and purchase commitments from suppliers, accounts receivable from and future committed sales to customers, and firm committed operating expenses. Management believes the use of foreign currency financial instruments should reduce the risks, which arise from doing business in international markets. Contracts are for periods consistent with the terms of the underlying transaction, generally one year or less. At June 30, 2000, open foreign exchange contracts were $28.5 million, of which $4.0 million were to hedge off-balance sheet commitments. The fair market value of foreign exchange contracts and options as determined by quoted market indices and quotes from financial institutions was $28.5 million. Additionally, for the year ended June 30, 2000, Harris purchased and sold $432.3 million of foreign exchange forward and option contracts.

Deferred gains and losses are included on a net basis in the Consolidated Balance Sheet as other assets and are recorded in income as part of the underlying transaction when it is recognized.

At June 30, 2000, Harris had no open option contracts. Total open foreign exchange contracts at June 30, 2000, are described in the table below:

Commitments to Buy Foreign Currencies





	Contract Amount

	Foreign				Deferred Gains			Maturities
(In millions)	Currency		U.S.		and (Losses)			(in months)


Currency




Canadian Dollar		13.3	$	9.0	$	—			1




Brazilian Real		6.4	$	3.6	$	(0.1	)		1 to 3




British Pound		1.4	$	2.2	$	(0.1	)		1 to 6

Commitments to Sell Foreign Currencies





	Contract Amount

	Foreign				Deferred Gains		Maturities
(In millions)	Currency		U.S.		and (Losses)		(in months)


Currency




Brazilian Real		15.3	$	8.4	$	—		2 to 10




British Pound		3.2	$	4.9	$	0.2		1 to 4




Korean Won		475.3	$	0.4	$	—		1 to 3

Quarterly Financial Data (Unaudited)

Selected quarterly financial data is summarized below:



(In millions except per share		Quarters Ended									Total
amounts)		10-1-99			12-31-99	3-31-00⁽¹⁾			6-30-00⁽²⁾		Year


Fiscal 2000
Revenue			$398.8		$441.0		$455.2			$512.4		$1,807.4
Gross profit			99.3		111.8		112.6			131.1		454.8
Income (loss) from continuing operations before income taxes			14.3		21.0		(22.1	)		25.3		38.5
Income (loss) from continuing operations			9.3		13.6		(14.3	)		16.4		25.0
Discontinued operations			(8.0	)	1.0		—			—		(7.0	)
Net income (loss)			1.3		14.6		(14.3	)		16.4		18.0




Per share (Basic):
	Continuing operations		.12		.18		(.21	)		.24		.34
	Discontinued operations		(.10	)	.01		—			—		(.09	)
	Net income (loss)		.02		.19		(.21	)		.24		.25




Per share (Diluted):
	Continuing operations		.12		.18		(.21	)		.24		.34
	Discontinued operations		(.10	)	.01		—			—		(.09	)
	Net income (loss)		.02		.19		(.21	)		.24		.25
	Cash dividends		.24		.05		.05			.05		.39
	Stock prices — high		39.69		28.94		39.38			36.75
	low		23.63		18.25		23.75			26.63



(In millions except per share		Quarters Ended						Total
amounts)		10-2-98⁽³⁾	1-1-98	4-2-99	7-2-99⁽⁴⁾			Year


Fiscal 1999
Revenue		$412.6	$417.5	$445.4		$468.0			$1,743.5
Gross profit		110.0	120.6	118.1		116.5			465.2
Income from continuing operations before income taxes		11.3	27.2	34.7		4.8			78.0
Income from continuing operations before extraordinary item		7.2	17.4	22.2		3.1			49.9
Discontinued operations		21.2	35.4	19.2		(63.4	)		12.4
Extraordinary loss		—	—	—		(9.2	)		(9.2	)
Net income (loss)		28.4	52.8	41.4		(69.5	)		53.1




Per share (Basic):
	Continuing operations before extraordinary loss	.09	.22	.28		.04			.63
	Discontinued operations	.27	.44	.24		(.80	)		.16
	Extraordinary loss	—	—	—		(.12	)		(.12	)
	Net income (loss)	.36	.66	.52		(.88	)		.67




Per share (Diluted):
	Continuing operations before extraordinary loss	.09	.22	.28		.04			.63
	Discontinued operations	.27	.44	.24		(.80	)		.16
	Extraordinary loss	—	—	—		(.12	)		(.12	)
	Net income (loss)	.36	.66	.52		(.88	)		.67
	Cash dividends	.24	.24	.24		.24			.96
	Stock prices — high	44.25	39.69	39.94		40.63
	low	29.94	27.56	27.81		27.31

(1) Income from continuing operations includes a $40.0 million ($26.0 million after tax) restructuring expense, a $21.9 million ($14.2 million after tax) gain on the sale of Intersil Holding Corporation stock, and a $10.7 million ($7.0 million after tax) write-off of purchased in-process research and development.

(2) Income from continuing operations includes a $1.0 million ($0.7 million after tax) restructuring expense.

(3) Income from continuing operations includes a $20.6 million ($13.1 million after tax) special charge for litigation costs.

(4) Income from continuing operations includes a $5.1 million ($3.3 million after tax) restructuring expense. Discontinued operations includes a $82.8 million ($77.0 million after tax) provision for disposal of discontinued operations.

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

HARRIS CORPORATION AND SUBSIDIARIES

(in thousands)




Col. A			Col. B		Col. C				Col. D			Col. E



					Additions

					(1)		(2)
			Balance at		Charged to		Charged to
			Beginning		Costs and		Other Accounts		Deductions—			Balance at
Description			of Period		Expenses		Describe		Describe			End of Period


Year ended June 30, 2000:									$	46	(A)
Amounts Deducted From										4,882	(B)
	Respective Asset Accounts									(1,082	)(C)

		Allowances for collection losses	$	21,899	$	12,622	$	—	$	3,846		$	30,675

Year ended July 2, 1999:
Amounts Deducted From Respective Asset Accounts




		Allowances for collection losses	$	18,843	$	5,594	$	—	$	2,538	(B)	$	21,899

Year ended July 3, 1998:
Amounts Deducted From Respective Asset Accounts									$	133	(A)
									$	1,143	(B)

		Allowances for collection losses	$	12,553	$	7,567	$	—	$	1,276		$	18,844

Note A — Foreign currency translation gains and losses.

Note B — Uncollectible accounts charged off, less recoveries on accounts previously charged off.

Note C — Acquisitions

49 EX-3.III 2 l82915aex3-iii.txt EXHIBIT 3(III) 1 EXHIBIT 3(iii) CERTIFICATION I HEREBY CERTIFY that I am the duly elected Secretary of HARRIS CORPORATION (the "Corporation") and the keeper of the records and the corporate seal of said Corporation; that the following is a true and correct copy of resolutions duly adopted by the Board of Directors of HARRIS CORPORATION on the 23rd day of June, 2000. COPY OF RESOLUTIONS RESOLVED, that pursuant to Article SEVENTH of the Restated Certificate of Incorporation and Article X of the By-Laws of this Corporation, the last sentence of Article II, Section 6 of such By-Laws is deleted and there is hereby added to such Section the following: "Each shareholder entitled to vote at a meeting of shareholders may authorize another person or persons to act for such shareholder by proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A shareholder may authorize another person or persons to act for such shareholder as proxy by executing a writing authorizing such person or persons to act for such shareholder as proxy or by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such telegram, cablegram, or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other means of electronic transmission was authorized by the shareholder." IN WITNESS WHEREOF, I have hereunto set my name and the corporate seal at Melbourne, Florida this 22nd day of August, 2000. SEAL /S/RICHARD L. BALLANTYNE ------------------------------- Richard L. Ballantyne, Secretary HARRIS CORPORATION EX-10.D.I 3 l82915aex10-d_i.txt EXHIBIT 10(D)(I) 1 Exhibit 10(d)(i) HARRIS CORPORATION RETIREMENT PLAN AMENDED AND RESTATED JUNE 23, 2000 2 TABLE OF CONTENTS ARTICLE I DEFINITIONS....................................................................2 1.1 ACCOUNTS..........................................................................2 1.2 AFTER-TAX ACCOUNT.................................................................2 1.3 AFTER-TAX CONTRIBUTIONS...........................................................2 1.4 BALANCED FUND.....................................................................2 1.5 BASIC ACCOUNT.....................................................................2 1.6 BENEFICIARY.......................................................................2 1.7 BREAK-IN-SERVICE..................................................................2 1.8 CODE..............................................................................2 1.9 COMPENSATION......................................................................3 1.10 CONSOLIDATED SUBSIDIARIES........................................................5 1.11 CORPORATION......................................................................5 1.12 DISABILITY.......................................................................5 1.13 EARLY RETIREMENT AGE.............................................................5 1.14 EMPLOYMENT UNIT..................................................................5 1.15 EMPLOYEE.........................................................................5 1.16 ERISA............................................................................6 1.17 EXCESS COMPENSATION..............................................................6 1.18 FISCAL YEAR......................................................................6 1.19 FULL-TIME EMPLOYEE...............................................................7 1.20 HARRIS STOCK FUND................................................................7 1.21 HARRIS STOCK AFTER-TAX ACCOUNT...................................................7 1.22 HARRIS STOCK MATCHING ACCOUNT....................................................7 1.23 HARRIS STOCK PRE-TAX ACCOUNT....................................................7 1.24 HIGHLY COMPENSATED EMPLOYEE......................................................7 1.25 HOUR OF SERVICE..................................................................8 1.26 INVESTMENT COMMITTEE.............................................................8 1.27 INVESTMENT FUNDS.................................................................8 1.28 LEAVE OF ABSENCE.................................................................8 1.29 MATCHING AFTER-TAX ACCOUNT.......................................................8 i

3 1.30 MATCHING AFTER-TAX CONTRIBUTIONS.................................................8 1.31 MATCHING CONTRIBUTIONS...........................................................9 1.32 MATCHING PRE-TAX ACCOUNT.........................................................9 1.33 MATCHING PRE-TAX CONTRIBUTIONS...................................................9 1.34 MILITARY LEAVE...................................................................9 1.35 NORMAL RETIREMENT AGE............................................................9 1.36 PARTICIPANT......................................................................9 1.37 PARTICIPATING COMPANY............................................................9 1.38 PERIOD OF SERVICE...............................................................10 1.39 PERIOD OF SEVERANCE.............................................................10 1.40 PLAN............................................................................10 1.41 PLAN YEAR.......................................................................10 1.42 PREDECESSOR COMPANY.............................................................10 1.43 PRE-TAX ACCOUNT.................................................................10 1.44 PRE-TAX CONTRIBUTIONS...........................................................11 1.45 PROFIT-SHARING ACCOUNT..........................................................11 1.46 PROFIT-SHARING CONTRIBUTIONS....................................................11 1.47 RELATED COMPANY.................................................................11 1.48 RELEASE EMPLOYEE................................................................11 1.49 RETIREMENT PLAN ADMINISTRATIVE COMMITTEE........................................12 1.50 ROLLOVER ACCOUNT................................................................12 1.51 SAVINGS ACCOUNT.................................................................12 1.52 SERP............................................................................12 1.53 SEVERANCE FROM SERVICE DATE.....................................................12 1.54 SUPPLEMENTAL ACCOUNT............................................................12 1.55 TAXABLE WAGE BASE...............................................................13 1.56 TRUST AGREEMENT.................................................................13 1.57 TRUST FUND......................................................................13 1.58 TRUSTEE.........................................................................13 1.59 VALUATION DATE..................................................................13 ARTICLE II PARTICIPATION...............................................................13 2.1 IN GENERAL.......................................................................13

ii 4 2.2 RENEWAL OF PARTICIPATION ON REEMPLOYMENT.........................................14 2.3 PERIODS OF SERVICE ON REEMPLOYMENT...............................................14 2.4 SERVICE WITH PREDECESSOR COMPANY.................................................15 2.5 MILITARY LEAVE...................................................................15 ARTICLE III CONTRIBUTIONS AND ALLOCATIONS..............................................16 3.1 PROFIT-SHARING CONTRIBUTIONS.....................................................16 3.2 ALLOCATION OF PROFIT-SHARING, CONTRIBUTION TO PARTICIPANTS.......................19 3.3 PRE-TAX CONTRIBUTIONS............................................................20 3.4 MATCHING PRE-TAX CONTRIBUTIONS...................................................22 3.5 AFTER-TAX CONTRIBUTIONS..........................................................22 3.6 MATCHING AFTER-TAX CONTRIBUTIONS.................................................23 3.7 ELECTIONS TO MAKE PRE-TAX AND AFTER-TAX CONTRIBUTIONS............................24 3.8 ROLLOVER CONTRIBUTIONS...........................................................25 3.9 PARTICIPATING COMPANY'S OBLIGATION TO MAKE CONTRIBUTIONS.........................26 3.10 TREATMENT OF FORFEITED AMOUNTS..................................................26 3.11 FINALITY OF ALLOCATIONS.........................................................27 ARTICLE IV LIMITATIONS ON CONTRIBUTIONS................................................28 4.1 IN GENERAL.......................................................................28 4.2 PRE-TAX CONTRIBUTIONS............................................................28 4.3 LIMITATIONS ON CONTRIBUTIONS FOR HIGHLY COMPENSATED EMPLOYEES....................29 4.4 LIMITATIONS ON ANNUAL ADDITIONS..................................................42 ARTICLE V VESTING AND FORFEITURES......................................................45 5.1 IN GENERAL.......................................................................45 5.2 VESTING ON RETIREMENT, DEATH OR DISABILITY.......................................45 5.3 VESTING ON OTHER TERMINATION OF EMPLOYMENT.......................................45 5.4 EFFECT OF IN-SERVICE WITHDRAWALS ON A PARTICIPANT'S VESTED PERCENTAGE............47 5.5 FORFEITURES......................................................................47 ARTICLE VI ACCOUNTS AND INVESTMENTS....................................................48 6.1 ESTABLISHMENT OF ACCOUNTS........................................................48 6.2 INVESTMENT OF ACCOUNTS...........................................................50

iii 5 6.3 ALLOCATION OF EARNINGS AND LOSSES................................................52 6.4 SPECIAL RULES CONCERNING HARRIS STOCK FUND......................................52 ARTICLE VII DISTRIBUTIONS..............................................................55 7.1 IN GENERAL.......................................................................55 7.2 SMALL BENEFIT CASH-OUT...........................................................56 7.3 FORM OF PAYMENT..................................................................57 7.4 TIME OF PAYMENT..................................................................58 7.5 DIRECT ROLLOVER..................................................................58 7.6 BENEFIT AMOUNT AND WITHHOLDING...................................................60 7.7 ORDER OF DISTRIBUTIONS...........................................................60 7.8 STATUTORY REQUIREMENTS...........................................................61 7.9 DESIGNATING BENEFICIARIES........................................................64 7.10 PAYMENT OF GROUP INSURANCE PREMIUMS.............................................66 7.11 INABILITY TO LOCATE PARTICIPANT.................................................66 ARTICLE VIII LOANS......................................................................67 8.1 IN GENERAL.......................................................................67 8.2 LOAN ADMINISTRATION..............................................................67 8.3 TERMS AND CONDITIONS OF LOANS....................................................68 8.4 INTEREST RATE....................................................................69 8.5 REPAYMENT AND DEFAULT............................................................70 8.6 MECHANICS........................................................................72 8.7 SPECIAL POWERS...................................................................72 ARTICLE IX IN-SERVICE WITHDRAWALS......................................................73 9.1 WITHDRAWALS FROM SAVINGS ACCOUNT AND AFTER-TAX ACCOUNT...........................73 9.2 WITHDRAWALS FROM ROLLOVER, PRE-TAX AND PROFIT SHARING ACCOUNTS...................73 9.3 CONDITIONS APPLICABLE TO ALL WITHDRAWALS.........................................76 9.4 REDUCTION OF INVESTMENT FUND BALANCES............................................76 ARTICLE X TOP-HEAVY PROVISIONS.........................................................76 10.1 IN GENERAL......................................................................76 10.2 MINIMUM ALLOCATION..............................................................77 10.3 MINIMUM VESTING.................................................................77

iv 6 10.4 DEFINITIONS.....................................................................78 ARTICLE XI ADMINISTRATION..............................................................82 11.1 NAMED FIDUCIARIES...............................................................82 11.2 RETIREMENT PLAN ADMINISTRATIVE COMMITTEE........................................83 11.3 POWERS AND DUTIES OF COMMITTEE..................................................83 11.4 ACTIONS OF COMMITTEE............................................................83 11.5 FINALITY OF DECISIONS...........................................................84 11.6 IMMUNITIES......................................................................84 11.7 ADVISORS AND AGENTS.............................................................84 11.8 COMMITTEE MEMBER WHO IS PARTICIPANT.............................................85 11.9 INFORMATION PROVIDED BY PARTICIPATING COMPANIES.................................85 11.10 EXPENSE........................................................................85 11.11 TRUST..........................................................................86 11.12 TRUST FUND AVAILABLE TO PAY ALL PLAN BENEFITS..................................86 ARTICLE XII AMENDMENT AND TERMINATION AND CHANGE OF CONTROL............................86 12.1 AMENDMENT.......................................................................87 12.2 TERMINATION OF PLAN.............................................................87 12.3 DISCONTINUANCE OF CONTRIBUTIONS.................................................88 12.4 VESTING ON TERMINATION OR DISCONTINUANCE OF CONTRIBUTIONS.......................88 12.5 DISTRIBUTION ON TERMINATION.....................................................88 12.6 CHANGE OF CONTROL...............................................................88 ARTICLE XIII MISCELLANEOUS PROVISIONS..................................................94 13.1 RESTRICTIONS ON ALIENATION: QUALIFIED DOMESTIC RELATIONS ORDERS.................94 13.2 EXCLUSIVE BENEFIT REQUIREMENT...................................................96 13.3 RETURN OF CONTRIBUTIONS.........................................................96 13.4 NO CONTRACT OF EMPLOYMENT.......................................................96 13.5 PAYMENT OF BENEFITS ON INCAPACITY...............................................97 13.6 MERGER..........................................................................97 13.7 CONSTRUCTION....................................................................97 13.8 GOVERNING LAW...................................................................98

v 7 13.9 MISTAKEN PAYMENTS...............................................................98 APPENDIX A Investment Funds........................................................................A-1 APPENDIX B Special Provisions For Transferred Participants.........................................B-1 APPENDIX C Participating Companies.................................................................C-1 APPENDIX D Former Participants in the Intraplex, Inc. 401(k) Profit Sharing Plan...................D-1

vi 8 INTRODUCTION The Harris Corporation Retirement Plan (the "Plan") is hereby amended and restated effective June 23, 2000 to incorporate all amendments to the Plan and to comport with legislative enactments. The provisions of the Plan to the extent so amended and restated shall apply only to those participants in the Plan who are Employees on or after June 23, 2000. Any benefits of an individual who ceased being an Employee before June 23, 2000 and who is not re-employed by a Participating Company after such date shall be determined under the terms of the Plan that were in effect when such individual ceased to be an Employee. The Plan and its related trust are intended to be a tax-exempt plan and trust under sections 401(a) and 501(a) of the Code, respectively. The Plan also is intended to be a profit-sharing plan that contains a qualified cash or deferred arrangement under section 401(k) of the Code. 1 9 ARTICLE I DEFINITIONS 1.1 ACCOUNTS - means all of the accounts described in section 6.1, and such other accounts that may be established on behalf of each Participant, to be credited with contributions made on behalf of a Participant, adjusted for earnings and losses as provided in the Plan and debited by Plan expenses allocable to the Accounts, distributions, withdrawals and loans to the Participant. 1.2 AFTER-TAX ACCOUNT - means the Account established to record After-Tax Contributions made on a Participant's behalf other than those invested in the Harris Stock Fund. 1.3 AFTER-TAX CONTRIBUTIONS - means the contributions described in section 3.5. 1.4 BALANCED FUND - means the Balanced Fund described in Appendix A. 1.5 BASIC ACCOUNT - means the Account established to record the portion of the Profit-Sharing Contributions allocable to a Participant's Compensation. 1.6 BENEFICIARY - means the person or persons entitled to receive any benefits payable under the Plan on account of a Participant's death. 1.7 BREAK-IN-SERVICE - means a Period of Severance, as defined below. 1.8 CODE - means the Internal Revenue Code of 1986, as amended from time to time. 2 10 1.9 COMPENSATION - means the following items of remuneration which an Employee earns for work or personal services performed for a Participating Company: (a) salary or wages, including lump sum merit increases; (b) commission paid pursuant to a sales incentive plan; (c) overtime premium, shift differential or additional compensation in lieu of overtime premium; (d) compensation in lieu of vacation; (e) any annual bonus or incentive compensation payable in the form of cash pursuant to the Harris Corporation Annual Incentive Plan or any successor thereto or other similar plan or award program adopted from time to time by a Participating Company or Employment Unit employing the Employee or any stock award made in lieu of an annual cash bonus or incentive compensation; (f) any compensation of a type described in items (a) through (e) above which is paid as an employee contribution to the Plan; (g) any salary reduction contributions to a cafeteria plan (within the meaning of section 125 of the Code) maintained by a Participating Company; but excluding: (i) any extraordinary compensation of a recurring or non-recurring nature not included under items (a) through (g) 3 11 above, including one-time recognition awards and rewards under a referral program of a Participating Company; (ii) any award made or amount paid pursuant to the Harris Corporation Stock Incentive Plan or any successor thereto, including, but not limited to, performance shares, stock options, restricted stock, stock appreciation rights or other stock-based awards or dividend equivalents; (iii) severance pay or special retirement pay; (iv) retention bonuses or completion bonuses, unless authorized by the Retirement Committee in a uniform and nondiscriminatory manner; and (v) reimbursement or allowances with respect to expenses incurred in connection with employment, such as tax equalization, reimbursement for moving expenses, mileage or expense allowance or education expenses. In no event does the term "Compensation" include indirect compensation such as employer-paid group insurance premiums or contributions under this or other qualified employee benefit plan, other than as a contribution described in items (f) and (g) above. Only compensation not in excess of $160,000 (as adjusted for increases in the cost of living pursuant to section 401(a)(17)(B) of the Code) shall be taken into account. In addition, in the year in which any Employee becomes a Participant, only Compensation received after he becomes a Participant shall 4 12 be taken into account. For purposes of any test imposed under any section of the Code, the Plan authorizes the use of any definition of Compensation that satisfies the requirements of such section. 1.10 CONSOLIDATED SUBSIDIARIES - means those subsidiaries of the Corporation which are included in the consolidated annual financial statements for the Corporation. 1.11 CORPORATION - means Harris Corporation, a Delaware corporation. 1.12 DISABILITY - means a disability that qualifies a Participant for disability benefits under title II or title XVI of the Federal Social Security Act; such disability for Plan purposes shall be deemed to occur on the effective date determined by the Social Security Administration. 1.13 EARLY RETIREMENT AGE - means age 55. 1.14 EMPLOYMENT UNIT - means any division or other readily identifiable segment of the operations of a Participating Company, for example, as identified in the annual report or such other segment as may be established for purposes of the Plan by the Corporation, in its discretion. 1.15 EMPLOYEE - means an individual who is reported on the payroll records of the Corporation or other Participating Company as an employee unless the individual's employment relationship is covered by a collective bargaining agreement that does not provide for such individual's participation in the Plan. No individual who renders services to a Participating Company shall be considered an Employee for purposes of the Plan if such individual renders such services pursuant to (i) a written agreement providing that such 5 13 services are to be rendered by the individual as an independent contractor, (ii) a written agreement with an entity, including a leasing organization within the meaning of section 414(n)(2) of the Code, that is not a Participating Company or Related Company (a "Leased Employee"), or (iii) a written agreement that contains a waiver of participation in the Plan. In particular, it is expressly intended that any individuals not treated as employees by a Participating Company on its payroll records is to be excluded from Plan participation even if a court or administrative agency determines that such an individual is a common law employee of a Participating Company. With respect to a Participating Company not all of whose employees are eligible to participate in the Plan (a "Limited Participating Company"), the term "Employee" shall include those employees of the Participating Company who were Participants immediately prior to their commencement of employment by the Limited Participating Company. A Leased Employee shall be treated as an Employee only for purposes of applying the requirements described in section 414(n)(3) of the Code and determining the number and identity of Highly Compensated Employees. 1.16 ERISA - means the Employee Retirement Income Security Act of 1974, as amended from time to time. 1.17 EXCESS COMPENSATION - means the portion of a Participant's Compensation that exceeds the Taxable Wage Base for the year in which the Compensation is received. 1.18 FISCAL YEAR - means the fiscal year of the Corporation. 6 14 1.19 FULL-TIME EMPLOYEE - means an Employee who is scheduled by a Participating Company to work 30 or more hours per week. 1.20 HARRIS STOCK FUND - means the Fund described in Appendix A that is designed to be invested in qualifying employer securities within the meaning of section 407 of ERISA. 1.21 HARRIS STOCK AFTER-TAX ACCOUNT - means the portion of the After-Tax Contributions made on a Participant's behalf invested in the Harris Stock Fund. 1.22 HARRIS STOCK MATCHING ACCOUNT - means the portion of the Matching Contributions made on a Participant's behalf invested in the Harris Stock Fund. 1.23 HARRIS STOCK PRE-TAX ACCOUNT - means the portion of the Pre-Tax Contributions made on a Participant's behalf invested in the Harris Stock Fund. 1.24 HIGHLY COMPENSATED EMPLOYEE - means, for a Plan Year, any Employee who is: (a) a 5%-owner (as determined under section 416(i)(1) of the Code) of an Employer at any time during the Plan Year or the preceding Plan Year; or (b) paid Compensation in excess of $80,000 (as adjusted for increases in the cost of living pursuant to section 414(q)(1)(B)(ii) of the Code) from an Employer for the preceding Plan Year. The Employees taken into account under this paragraph (b) for each Plan Year shall be limited to those Employees who were members of the top-paid group (as defined in section 7 15 414(q)(3) of the Code) for the preceding Plan Year, unless otherwise elected by the Company for such Plan Year in accordance with applicable law. 1.25 HOUR OF SERVICE - means each hour for which an Employee is paid or entitled to payment for the performance of duties for a Participating Company or Related Company. 1.26 INVESTMENT COMMITTEE - means the Investment Committee - Retirement Plans of the Corporation's Board of Directors. 1.27 INVESTMENT FUNDS - means the funds described in Appendix A and any other fund designated by the Investment Committee. 1.28 LEAVE OF ABSENCE - means a period of interruption of the active employment of an Employee granted by a Participating Company or Predecessor Company with the understanding that the Employee will return to active employment at the expiration of the period of time. A Leave of Absence as originally granted may be extended by the Participating Company or Predecessor Company for additional periods. The term "Leave of Absence" does not include a Military Leave. 1.29 MATCHING AFTER-TAX ACCOUNT - means the Account established to record Matching After-Tax Contributions made on a Participant's behalf other than those invested in the Harris Stock Fund. 1.30 MATCHING AFTER-TAX CONTRIBUTIONS - means the contributions made on behalf of a Participant under section 3.6. 8 16 1.31 MATCHING CONTRIBUTIONS - means the aggregate of the Matching After-Tax Contributions and the Matching Pre-Tax Contributions made on behalf of a Participant. 1.32 MATCHING PRE-TAX ACCOUNT - means the Account established to record the Matching Pre-Tax Contributions made on a Participant's behalf other than those invested in the Harris Stock Fund. 1.33 MATCHING PRE-TAX CONTRIBUTIONS - means the contributions made on behalf of a Participant under section 3.4. 1.34 MILITARY LEAVE - means, effective December 12, 1994, an Employee's absence from active employment with a Participating Company or Predecessor Company for a period of service in the "uniformed services", within the meaning of the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended, which entitles the person rendering such service to reemployment under such Act. 1.35 NORMAL RETIREMENT AGE - means age 65. 1.36 PARTICIPANT - means an Employee who satisfies the requirements of section 2.1. 1.37 PARTICIPATING COMPANY - means the Corporation or any Related Company or division or operation thereof so designated by the Corporation, including a foreign subsidiary. Appendix C, as it may be amended from time to time, lists each Participating Company, or division thereof, whose Employees may become Participants. 9 17 1.38 PERIOD OF SERVICE - means the period of time that begins on an Employee's employment or reemployment date, whichever is applicable, and ends on his Severance from Service Date. An Employee's employment date is the date on which the Employee first performs an Hour of Service; an Employee's reemployment date is the date on which the Employee first performs an Hour of Service after his most recent Severance from Service Date. 1.39 PERIOD OF SEVERANCE - means the period of time commencing on the Severance from Service Date and ending on the date on which the Employee again performs an Hour of Service. 1.40 PLAN - means the Harris Corporation Retirement Plan. 1.41 PLAN YEAR - means the Fiscal Year. 1.42 PREDECESSOR COMPANY - means any corporation (a) of which a Related Company is a successor by reason of having acquired all or substantially all of its business and assets by purchase, merger, consolidation or liquidation, or (b) from which a Related Company acquired a business formerly conducted by such corporation; provided, however, that in the case of any such corporation that continued to conduct a trade or business subsequent to the acquisition by a Related Company referred in (a) or (b) above, the status of such corporation as a Predecessor Company relates only to the period of time prior to the date of such acquisition. 1.43 PRE-TAX ACCOUNT -means the Account established to record the Pre-Tax Contributions made on a Participant's behalf other than those invested in the Harris Stock Fund. 10 18 1.44 PRE-TAX CONTRIBUTIONS - means the contributions made on behalf of a Participant under section 3.3. 1.45 PROFIT-SHARING ACCOUNT - means the Account established to record the Profit-Sharing Contributions made on a Participant's behalf, and includes the Basic Account and the Supplemental Account. 1.46 PROFIT-SHARING CONTRIBUTIONS - means the contributions described in section 3.1. 1.47 RELATED COMPANY - means the Corporation or any corporation that is a member of a controlled group of corporations (as defined in section 414(b) of the Code) with the Corporation; any trade or business (whether or not incorporated) which is under common control (as defined in section 414(c) of the Code) with the Corporation; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in section 414(m) of the Code) which includes the Corporation, or any other entity required to be aggregated with the Corporation under section 414(o) of the Code. 1.48 RELEASE EMPLOYEE -An employee of the Corporation who is transferred by the Corporation to a Related Company (other than a Participating Company) and who is designated by the Retirement Plan Administrative Committee as a Release Employee for purposes of receiving a Profit-Sharing Contribution for the Plan Year in which such transfer occurred. 11 19 1.49 RETIREMENT PLAN ADMINISTRATIVE COMMITTEE - means the committee established pursuant to Section 11.2. 1.50 ROLLOVER ACCOUNT - means the Account established to record the rollover contributions made by a Participant pursuant to section 3.8. 1.51 SAVINGS ACCOUNT - means the Account established under section 6.1(f). 1.52 SERP -means the Harris Corporation Supplemental Executive Retirement Plan, as it may be amended from time to time. 1.53 SEVERANCE FROM SERVICE DATE - means, with respect to a Related Company, the earlier of (a) the date on which the Employee quits, retires, is discharged or dies, and (b) the first anniversary of the first date of a period in which an Employee remains absent from service (with or without pay) for any reason other than quitting, retirement, discharge or death; provided that "second anniversary" shall be substituted for "first anniversary" if the absence is due to maternity or paternity reasons as defined in section 410(a)(5)(E) of the Code. The period between the first and the second anniversary shall not be a Period of Service or a Period of Severance. 1.54 SUPPLEMENTAL ACCOUNT - means the Account established to record the portion of a Participant's Profit-Sharing Contribution allocable to the Participant's Excess Compensation. 12 20 1.55 TAXABLE WAGE BASE - means the maximum amount of earnings that may be considered wages under section 3121(a)(1) of the Code, except for purposes of Medicare taxes, as in effect on the first day of the Plan Year. In the case of an Employee who was a Participant for only a portion of a particular Plan Year, the Taxable Wage Base shall be multiplied by the ratio of the number of calendar months (including a fraction of a month as a full month) in the Plan Year during which he was a Participant to 12 months. 1.56 TRUST AGREEMENT - means the Trust Agreement relating to the Harris Corporation Retirement Plan, entered into between the Corporation and the Trustee, as it may be amended from time to time. 1.57 TRUST FUND - means the assets held by the Trustee in accordance with the Trust Agreement. 1.58 TRUSTEE - means Bankers Trust Company, or such successor (or successors) thereto designated by the Corporation to act as trustee under the provisions of the Trust Agreement, who shall agree to act as such by executing the Trust Agreement. 1.59 VALUATION DATE - means each day the New York Stock Exchange is open and any other day as the Retirement Plan Administrative Committee may determine. ARTICLE II PARTICIPATION 2.1 IN GENERAL. An Employee shall become a Participant in the Plan on the date he completes a one-year Period of Service, provided that he is 13 21 employed by a Participating Company on that date. Notwithstanding the above, and solely for purposes of making Pre-Tax Contributions, After-Tax Contributions and Rollover Contributions, a Full-Time Employee shall become a Participant in the Plan on the date he first performs an Hour of Service. 2.2 RENEWAL OF PARTICIPATION ON REEMPLOYMENT. An Employee who terminates employment after he completes a one-year Period of Service and is reemployed by a Participating Company shall become a Participant immediately on reemployment. An Employee who terminates employment before he completes a one-year Period of Service shall become a Participant as provided in section 2.1, provided that his Period of Service prior to reemployment shall be used to satisfy the one-year Period of Service requirement of section 2.1 to the extent provided under section 2.3. 2.3 PERIODS OF SERVICE ON REEMPLOYMENT. The following rules shall apply to an Employee who terminates employment before he completes a one-year Period of Service and is re-employed by a Related Company: (a) CREDIT FOR PRIOR PERIOD OF SERVICE. If the Employee is re-employed by a Related Company before his Period of Severance equals or exceeds the greater of (i) his Period of Service before he terminated employment and (ii) five years, then his Period of Service before he terminated employment shall be taken into account in determining whether the Employee has completed a one-year Period of Service for purposes of section 2.1 and for purposes of determining a Participant's Period of Service under section 5.3. 14 22 (b) CREDIT FOR PERIOD OF SEVERANCE. If the Employee terminates employment due to quitting, discharge, or retirement and is re-employed by a Related Company within 12 months of his termination date, his Period of Severance shall be taken into account in determining whether the Employee has completed a one-year Period of Service for purposes of section 2.1 and for purposes of determining a Participant's Period of Service under section 5.3. If the Employee terminates employment for any reason other than quitting, discharge, or retirement, and subsequently quits, is discharged, or retires, his Period of Severance shall be taken into account in determining whether the Employee has completed a one-year Period of Service for purposes of section 2.1 and for purposes of determining a Participant's Period of Service under section 5.3 only if he is re-employed by a Related Company within 12 months of the date of his termination of employment. 2.4 SERVICE WITH PREDECESSOR COMPANY. In the case of a corporation (other than a Related Company) that becomes a Predecessor Company by reason of the acquisition of all or substantially all of the assets and business of such corporation by a Related Company, an Employee's Period of Service shall include employment with such Predecessor Company only to the extent expressly provided in the corporate documents effecting the acquisition. 2.5 MILITARY LEAVE. Notwithstanding any provision of the Plan to the contrary, effective December 12, 1994, (i) a Participant who returns to employment after a period of Military Leave may elect to make Pre-Tax Contributions and After-Tax Contributions to the Plan in respect of such period 15 23 of Military Leave and (ii) the Participating Company that employs such a Participant shall make any Profit-Sharing Contributions and Matching Contributions on behalf of such Participant to the Plan upon the Participant's reemployment to the extent required by applicable law and in accordance with section 414(u) of the Code. ARTICLE III CONTRIBUTIONS AND ALLOCATIONS 3.1 PROFIT-SHARING CONTRIBUTIONS. (a) BASIC. The amount of Profit-Sharing Contributions made on behalf of Participating Companies for a Fiscal Year with respect to Participants in the Plan shall equal 11 1/2 percent of the adjusted consolidated neT income of the Corporation and its Consolidated Subsidiaries before net income taxes for such Fiscal Year as determined in subsection (c), reduced by the portion of such amount with respect to Participants' Compensation that would have been allocable under section 3.2 of the Plan if Compensation were determined without regard to statutory limits under section 401(a)(17) or 415 of the Code. (b) SPECIAL. The Corporation, in its discretion, may provide for an additional Profit-Sharing Contribution in a specified dollar amount or pursuant to a formula with respect to any Fiscal Year. (c) ADJUSTED CONSOLIDATED NET INCOME. The adjusted consolidated net income of the Corporation and its Consolidated Subsidiaries before net income taxes shall be determined on the basis of the annual audit report prepared by the Corporation's independent public accountants by adjusting 16 24 the consolidated net income shown in the report to eliminate the effect, if any, of the following items: (1) any provision for taxes on or measured by income for such years required by the laws of the United States or of any state or political subdivision thereof (including, however, any taxes required under the Ohio Franchise Income Tax, whether or not in fact measured by income), or any provision for similar taxes required by the laws of any other country; (2) all items consisting of credits or deficiencies relating to taxes described in clause (1) above on or measured by income for prior Fiscal Years; (3) any provision for contributions for such Fiscal Year under this Plan or under any profit-sharing retirement plan of a Consolidated Subsidiary of the Corporation; (4) all dividends received during such Fiscal Year with respect to stock of a Related Company which is not included among the Consolidated Subsidiaries; (5) gains or losses from the sale, exchange or other disposition of capital or depreciable property, as defined in the Code; (6) any income from the use of the "lifo" inventory method resulting from either a reduction in inventory or a decrease in the cost index; 17 25 (7) all items of income and expense which relate directly to the conduct by a Related Company of a business (i) which was formerly conducted by a corporation which was not then a Related Company, and (ii) the net income (or loss) of which was included for the first time in determining the consolidated net income of the Corporation and its Consolidated Subsidiaries for the Fiscal Year in question; (8) all exchange adjustments resulting from translating to United States currency those year-end balance sheet items of subsidiaries which are denominated in a foreign currency; and (9) any item of income or expense relating to the right of any employee to receive cash upon cancellation of an unexercised stock option. 18 26 3.2 ALLOCATION OF PROFIT-SHARING CONTRIBUTION TO PARTICIPANTS. (a) IN GENERAL. The Profit-Sharing Contributions for a Plan Year with respect to an Employment Unit shall be allocated among eligible Participants described in subsection (c) who are employed by the Employment Unit during some part or all of the Plan Year based on the ratio of each eligible Participant's Compensation plus Excess Compensation for the Plan Year to the Compensation plus Excess Compensation of all eligible Participants for the Plan Year. (b) LIMITATION ON AMOUNT. Notwithstanding subsection (a), the amount allocated to an eligible Participant with respect to Excess Compensation shall not exceed the "base contribution percentage" by more than the lesser of (i) the base contribution percentage and (ii) 5.7% (or if greater, the percentage equal to the Old Age portion of the tax under section 3111(a) of the Code, as in effect on the first day of the Plan Year). Any remaining amount shall be allocated based on the ratio of each Participant's Compensation for the Plan Year to the Compensation of all eligible Participants for the Plan Year. The term "base contribution percentage" means the percentage of Compensation contributed by the Participating Company with respect to each Participant's Compensation not in excess of the Participant's Taxable Wage Base. (c) LIMITATION ON ELIGIBILITY. A Participant shall be eligible to receive an allocation of Profit-Sharing Contributions for a Plan Year if (i) the Participant is employed on the earlier of (A) the last day of the Plan Year and 19 27 (B) the June 30 nearest to the last day of the Plan Year or (ii) the Participant terminated employment during the Plan Year on or after Early Retirement Age or Normal Retirement Age, or due to Disability, death, reduction-in-force program, Leave of Absence or Military Leave, or is transferred by the Corporation as a Release Employee to an entity that is not a Participating Company. 3.3 PRE-TAX CONTRIBUTIONS. (a) CONTRIBUTION ELECTION. Each Participant shall be deemed to have elected to defer 6% of his Compensation for a Plan Year in the form of Pre-Tax Contributions, to become effective as of the first payroll period as soon as administratively practicable following his satisfaction of the participation requirements set forth in Section 2. 1, unless the Participant elects otherwise prior to such payroll period in the time and manner prescribed by the Retirement Plan Administrative Committee. If a Participant who elects not to make Pre-Tax Contributions to the Plan in accordance with the foregoing sentence subsequently decides to make Pre-Tax Contributions to the Plan, such Participant's election to make Pre-Tax Contributions shall become effective as of the first payroll period commencing immediately after the effective date of the election or such later date as may be administratively practicable. An election shall remain in effect until revised or revoked. Pre-Tax Contributions shall be contributed to the Plan in cash; PROVIDED, that the Corporation, in its discretion, may contribute Pre-Tax Contributions to be invested in the Harris Stock Fund in shares of common stock of the 20 28 Corporation, which may be contributed at a discount from fair market value. The sum of the Pre-Tax Contributions and other elective deferrals (within the meaning of section 402(g)(3)) made on behalf of the Participant to the Plan and any other plan of a Participating Company or Related Company for any calendar year shall not exceed $10,000 (as adjusted in accordance with section 402(g)(5) for increases in the cost of living). The portion of any Pre-Tax Contribution made on behalf of a Participant that is attributable to a discount from fair market value on shares of common stock of the Corporation shall be disregarded for the purposes of determining (i) whether the Participant's Pre-Tax Contributions exceed 12 percent of his Compensation for the Plan Year, and (ii) whether the Participant's Pre-Tax Contributions and other elective deferrals exceed $10,000 (as adjusted in accordance with section 402(g)(5) for increases in the cost of living) for the calendar year. (b) CONTRIBUTIONS IN EXCESS OF THE MAXIMUM. If the Pre-Tax Contributions on behalf of a Participant for a calendar year reach the limit described in subsection (a), any additional contributions to be made during the calendar year pursuant to the Participant's election shall be made as After-Tax Contributions and any Matching Pre-Tax Contributions with respect to that amount shall be made as Matching After-Tax Contributions. Notwithstanding the above, if the Pre-Tax Contributions for a calendar year on behalf of a Participant who is eligible to participate in the SERP reach the limit described in subsection (a), such Participant may elect (i) that any additional contributions be made as After-Tax Contributions and any Matching Pre-Tax 21 29 Contributions with respect to that amount be made as Matching After-Tax Contributions or (ii) that such amounts (including the amount of the Matching Contributions) be credited to the Participant's account under the SERP. Such election shall be made at the time and in accordance with procedures established by the Retirement Plan Administrative Committee. 3.4 MATCHING PRE-TAX CONTRIBUTIONS. Each Participating Company shall make a Matching Pre-Tax Contribution to the Plan on behalf of each Participant who is employed by such Participating Company and has completed a one-year Period of Service in the amount of 100 percent of the Pre-Tax Contributions made on behalf of the Participant for the Plan Year, but only to the extent that such Pre-Tax Contributions do not exceed six percent of the Participant's Compensation for such Plan Year. Matching Pre-Tax Contributions shall be contributed in cash; provided, that the Corporation, in its discretion, may contribute Matching Pre-Tax Contributions to be invested in the Harris Stock Fund in shares of common stock of the Corporation, which may be contributed at a discount from fair market value. The portion of any Matching Pre-Tax Contribution made on behalf of a Participant for a Plan Year that is attributable to a discount from fair market value on shares of common stock of the Corporation shall be disregarded for the purpose of determining whether the Matching Pre-Tax Contributions made on behalf of the Participant exceed six percent of the Participant's Compensation for such Plan Year. 3.5 AFTER-TAX CONTRIBUTIONS. A Participant may elect to contribute to the Plan as an After-Tax Contribution an amount equal to any whole 22 30 percentage of his Compensation for such Plan Year not exceeding 12 percent. After-Tax Contributions shall be contributed in cash; provided, that the Corporation, in its discretion, may contribute After-Tax Contributions to be invested in the Harris Stock Fund in shares of common stock of the Corporation, which may be contributed at a discount from fair market value. The portion of any After-Tax Contribution made by a Participant for a Plan Year that is attributable to a discount from fair market value on shares of common stock of the Corporation shall be disregarded for the purpose of determining whether the Participant's After-Tax Contributions exceed 12 percent of his Compensation for such Plan Year. 3.6 MATCHING AFTER-TAX CONTRIBUTIONS. Each Participating Company shall make a Matching After-Tax Contribution to the Plan on behalf of each Participant who is employed by such Participating Company in the amount of 100 percent of the After-Tax Contributions made by the Participant for the Plan Year, but only to the extent that such After-Tax Contributions do not exceed six percent of the Participant's Compensation for such Plan Year. Matching After-Tax Contributions shall be contributed in cash; provided, that the Corporation, in its discretion, may contribute Matching After-Tax Contributions to be invested in the Harris Stock Fund in shares of common stock of the Corporation, which may be contributed at a discount from fair market value. The portion of any Matching After-Tax Contribution made on behalf of a Participant for a Plan Year that is attributable to a discount from fair market value on shares of common stock of the Corporation shall be disregarded for 23 31 the purpose of determining whether the Matching After-Tax Contributions made on behalf of the Participant exceed six percent of the Participant's Compensation for such Plan Year. 3.7 ELECTIONS TO MAKE PRE-TAX AND AFTER-TAX CONTRIBUTIONS. (a) INITIAL ELECTIONS. If a Participant elects not to begin making automatic Pre-Tax Contributions to the Plan in accordance with the first sentence of Section 3.3(a), the Participant may subsequently elect to subsequently begin making Pre-Tax Contributions to the Plan by filing the appropriate form or by following the appropriate telephone procedures established by the Retirement Plan Administrative Committee. A Participant may elect to begin making After-Tax Contributions by filing the appropriate form or by following the appropriate telephone procedures established by the Retirement Plan Administrative Committee. Any election made under this Section 3.7(a) shall become effective as of the first payroll period commencing immediately after the later of the date on which the Employer receives the Participant's election, the date designated by the Participant in his election or such later date as may be administratively practicable. (b) CHANGING ELECTIONS. A Participant may change the percentage (in increments of one percent) of future Pre-Tax Contributions and/or After-Tax Contributions made on his behalf by filing the appropriate form or by following the appropriate telephone procedures for changing elections as established by the Retirement Plan Administrative Committee. A change may be made not more than once each payroll period. A change of 24 32 election shall become effective as of the first payroll period commencing immediately after the date of the election, or such later date as may be administratively practicable. (c) TERMINATING ELECTIONS. A Participant may terminate his election to have Pre-Tax Contributions and/or After-Tax Contributions made on his behalf by filing the appropriate form. The termination election shall become effective as of the first payroll period commencing immediately after the date of the election, or such later date as may be administratively practicable. (d) CORPORATION'S DISCRETION TO LIMIT ELECTION. The Retirement Plan Administrative Committee may direct that Participant elections with respect to Pre-Tax Contributions and/or After-Tax Contributions be changed in any manner the Retirement Plan Administrative Committee, in its discretion, shall determine appropriate to preserve the qualification of the Plan under section 401(a) of the Code and as a qualified cash or deferred arrangement under section 401(k) of the Code. 3.8 ROLLOVER CONTRIBUTIONS. A Participant, with the consent of the Retirement Plan Administrative Committee or its delegate, may at any time make a rollover contribution to the Plan. Rollover contributions shall include only (a) cash funds transferred directly from a tax-qualified plan within the meaning of section 401 of the Code, and (b) cash funds distributed from a tax-qualified plan or a conduit individual retirement account that are eligible for rollover treatment and are transferred to the Plan within 60 days of the Participant's receipt thereof. A Participant may be required to establish that 25 33 the transfer of amounts into a Rollover Account will not require any changes to the terms of the Plan or will not expose the Plan or Trust to adverse tax consequences. 3.9 PARTICIPATING COMPANY'S OBLIGATION TO MAKE CONTRIBUTIONS. (a) CONTRIBUTIONS. Each Participating Company agrees to pay to the Trustee the contributions that are required with respect to Participants who are performing services at one of such Participating Company's Employment Units. Profit-Sharing Contributions with respect to a Fiscal Year shall be paid to the Trustee no later than the due date for filing the Participating Company's federal income tax return for such Fiscal Year, including extensions. Pre-Tax Contributions and After-Tax Contributions shall be withheld and paid by the Employment Unit, and Matching Contributions shall be paid by the Participating Company to the Trustee no later than 20 days following the last day of the calendar month in which the amounts were withheld from the Participants' Compensation, or sooner as required by Federal law. (b) LIMITATION. Contributions under this Article III shall not be required to the extent they exceed the deduction limitations of section 404 of the Code, in which case such contributions shall be reduced to the extent allowable and necessary in the following order: (1) Profit-Sharing Contributions; (2) Matching Contributions; and (3) Pre-Tax Contributions. 3.10 TREATMENT OF FORFEITED AMOUNTS. 26 34 (a) REDUCTION OF CONTRIBUTIONS. Forfeitures shall be allocated to Employment Units as provided in subsection (b) and used to reduce Profit-Sharing Contributions and Matching Contributions of the Participating Companies in which the Employment Units are included. (b) ALLOCATION OF FORFEITURES TO EMPLOYMENT UNITS. Forfeitures of Profit-Sharing Contributions and Matching Contributions shall be credited to the Employment Unit with which the Participant was last employed before the forfeiture occurred, or as otherwise determined by the Retirement Plan Administrative Committee. 3.11 FINALITY OF ALLOCATIONS. The Retirement Plan Administrative Committee shall cause a written benefit statement to be given to each Participant at least annually setting forth the amount of the contributions allocated to his Accounts; provided, however, that if any such Participant is deceased, such statement shall be given to his Beneficiary. Any Participant or Beneficiary claiming that an error has been made in a benefit statement shall notify the Retirement Plan Administrative Committee in writing within 90 days following the delivery or mailing of such statement. The Retirement Plan Administrative Committee shall review the claim and advise the Participant or Beneficiary of its decision in writing. If no such notice of error is filed, the benefit statement shall be presumed to be correct. 27 35 ARTICLE IV LIMITATIONS ON CONTRIBUTIONS 4.1 IN GENERAL. Notwithstanding any provisions of Article III to the contrary, the contributions provided for in Article III shall be limited to the extent necessary to meet the requirements of this Article IV. 4.2 PRE-TAX CONTRIBUTIONS. (a) TREATMENT OF CERTAIN CONTRIBUTIONS AS AFTER-TAX. If the Retirement Plan Administrative Committee determines that a Participant's Pre-Tax Contributions for a calendar year have reached the dollar limit described in section 3.3(a), any additional contributions for that calendar year pursuant to the Participant's Pre-Tax Contribution election shall be treated in the manner provided under section 3.3. (b) RETURN OF EXCESS DEFERRALS. In the event that a Participant's Pre-Tax Contributions made to the Plan for a calendar year exceed the dollar limit described in section 3.3(a), the excess amount, as adjusted for income and loss, may, in the discretion of the Retirement Plan Administrative Committee, be distributed to the Participant no later than April 15 of the following year in accordance with the requirements of section 402(g) of the Code and Treasury Regulation section 1.402(g)-1 (or transferred to the SERP in accordance with a timely election filed by the Participant). 28 36 4.3 LIMITATIONS ON CONTRIBUTIONS FOR HIGHLY COMPENSATED EMPLOYEES. Effective December 31, 1996, (a) LIMITS IMPOSED BY SECTION 401(K)(3) OF THE CODE. Notwithstanding the provisions of Section 3.3, if the Pre-Tax Contributions made for a Plan Year fail to satisfy both of the tests set forth in subparagraphs (1) and (2) of this paragraph, the adjustments prescribed in Section 4.3(e)(1) shall be made. (1) The average deferral percentage for the group consisting of all highly compensated Employees for the Plan Year does not exceed the product of the average deferral percentage for the group consisting of all non-highly compensated Employees for the immediately preceding Plan Year and 1.25. (2) The average deferral percentage for the group consisting of all highly compensated Employees for the Plan Year (i) does not exceed the average deferral percentage of the group consisting of all non-highly compensated Employees for the immediately preceding Plan Year by more than 2 percentage points, and (ii) does not exceed the product of the average deferral percentage of the group consisting of all non-highly compensated Employees for the immediately preceding Plan Year and 2.0. (b) LIMITS IMPOSED BY SECTION 401(m) OF THE CODE. Notwithstanding the provisions of Sections 3.1, 3.4 and 3.6, if the aggregate of 29 37 the Matching Contributions and After-Tax Contributions made for a Plan Year fail to satisfy both of the tests set forth in subparagraphs (1) and (2) of this paragraph, the adjustments prescribed in Section 4.3(e)(2) shall be made. (1) The average contribution percentage for the group consisting of all highly compensated Employees for the Plan Year does not exceed the product of the average contribution percentage for the group consisting of all non-highly compensated Employees for the immediately preceding Plan Year and 1.25. (2) The average contribution percentage for the group consisting of all highly compensated Employees for the Plan Year (i) does not exceed the average contribution percentage of the group consisting of all non-highly compensated Employees for the immediately preceding Plan Year by more than 2 percentage points, and (ii) does not exceed the product of the average contribution percentage of the group consisting of all non-highly compensated Employees for the immediately preceding Plan Year and 2.0. (c) AGGREGATE LIMIT ON CONTRIBUTION. Notwithstanding anything herein to the contrary, if the aggregate of the Pre-Tax Contributions, Matching Contributions and After-Tax Contributions made for a Plan Year fail to satisfy all of the tests set forth in subparagraphs (1), (2) and (3) of this paragraph, the adjustments prescribed in Section 4.3(e)(3) shall be made. 30 38 (1) The average deferral percentage for the group consisting of highly compensated Employees for the Plan Year does not exceed the product of the average deferral percentage for the group consisting of all non-highly compensated Employees for the immediately preceding Plan Year and 1.25. (2) The average contribution percentage for the group consisting of highly compensated Employees for the Plan Year does not exceed the product of the average contribution percentage for the group consisting of all non-highly compensated Employees for the immediately preceding Plan Year and 1.25. (3) The sum of the average deferral percentage (as determined under Section 4.3(d)(1) after making the adjustments required by Section 4.3(e)(1) for the Plan Year) and the average contribution percentage (as determined under Section 4.3(d)(2) after making the adjustments required by Section 4.3(e)(2) for the Plan Year) for the group consisting of highly compensated Employees for the Plan Year does not exceed the aggregate limit for such Plan Year. (d) DEFINITIONS AND SPECIAL RULES. For purposes of this Section: (1) The "average deferral percentage" (i) for the group of highly compensated Employees for a Plan Year shall be the average of the ratios, calculated separately 31 39 for each Employee in such group to the nearest one-hundredth of one percent, of the Pre-Tax Contributions made for the benefit of such Employee to the total compensation for such Plan Year paid to such Employee, and (ii) for the group of non-highly compensated Employees for the immediately preceding Plan Year shall be the average of the ratios, calculated separately for each Employee in such group to the nearest one-hundredth of one percent, of the Pre-Tax Contributions made for the benefit of such Employee for the immediately preceding Plan Year to the total compensation for the immediately preceding Plan Year paid to such Employee. (2) The "average contribution percentage" (i) for the group of highly compensated Employees for a Plan Year shall be the average of the ratios, calculated separately for each Employee in such group to the nearest one-hundredth of one percent, of the Matching Contributions, the After-Tax Contributions and, in the Retirement Plan Administrative Committee's sole discretion, to the extent permitted under rules prescribed by the Secretary of the Treasury or otherwise under the law, the Pre-Tax Contributions made during such year for the benefit of such Employee to such Employee's compensation for such Plan Year, and 32 40 (ii) for the group of non-highly compensated Employees for the immediately preceding Plan Year shall be the average of the ratios, calculated separately for each Employee in such group to the nearest one-hundredth of one percent, of the Employer matching contributions, After-Tax Contributions and, in the Retirement Plan Administrative Committee's sole discretion, to the extent permitted under rules prescribed by the Secretary of the Treasury or otherwise under the law, the Pre-Tax Contributions made during the immediately preceding Plan Year for the benefit of such Employee to such Employee's compensation for the immediately preceding Plan Year. (3) The "aggregate limit" shall equal the greater of (A) the sum of (i) 1.25 times the greater of the average deferral percentage or the average contribution percentage for the immediately preceding Plan Year for the group consisting of non-highly compensated Employees for such immediately preceding Plan Year, plus (ii) the lesser of (a) the sum of two percentage points and the lesser of the average deferral percentage or the average contribution percentage for the immediately preceding Plan Year for the group consisting of all non-highly compensated Employees for such immediately preceding Plan Year, and (b) 200% of the lesser of the average deferral percentage or the average contribution percentage for the 33 41 immediately preceding Plan Year for the group consisting of all non-highly compensated Employees for such immediately preceding Plan Year, and (B) the sum of (i) 1.25 times the lesser of the average deferral percentage or the average contribution percentage for the immediately preceding Plan Year for the group consisting of all non-highly compensated Employees for such immediately preceding Plan Year, plus (ii) the lesser of (a) the sum of two percentage points plus the greater of the average deferral percentage or the average contribution percentage for the immediately preceding Plan Year for the group consisting of all non-highly compensated Employees for such immediately preceding Plan Year, and (b) 200% of the greater of the average deferral percentage and the average contribution percentage for the immediately preceding Plan Year for the group consisting of all non-highly compensated Employees for such immediately preceding Plan Year; (4) "highly compensated Employee" shall mean any Employee who has become a Participant who performs services in the determination year and is in one or more of the following groups: (i) Employees who were five percent owners as determined in section 416(i)(1)(A)(iii) of the Code at any time during the determination year or the look-back year, or (ii) 34 42 Employees with compensation greater than $80,000 (adjusted for increases in the cost of living as set forth in section 415(d) of the Code) during the look-back year and who were in the top-paid group during the look-back year. Any former Employee who had a separation year prior to the determination year and was a highly compensated Employee as described in any of clauses (i) and (ii) above for either (A) his separation year or (B) any determination year ending on or after this attainment of age 55 shall be considered a "highly compensated Employee". For purposes of determining whether a person is a highly compensated Employee of a Participating Company with respect to a Plan Year, the term "determination year" means the Plan Year for which the determination is being made; the term "look-back year" means the twelve-month period immediately preceding the determination year; the term "top-paid group" means the top 20% of employees of the Participating Company ranked on the basis of compensation received during the year (provided, however, that when determining the number of employees in such group, employees described in section 414(q)(8) of the Code and Q&A 9(b) of Treasury Regulation Section 1.414(q)-IT are excluded); "compensation" means compensation within the meaning of section 415(c)(3) of the 35 43 Code, including elective or salary reduction contributions to a cafeteria plan, cash or deferred arrangement or tax-sheltered annuity; employers aggregated under section 414(b), (c), (m) or (o) of the Code are treated as a single employer; and "separation year" means the determination year the Employee separates from service with the applicable Participating Company. (5) "non-highly compensated Employee" shall mean any Employee who has become a Participant who performs services in the determination year (as defined in subparagraph (4) of this paragraph) and is not a highly compensated Employee. (6) "compensation" shall have the meaning set forth in section 414(s) of the Code or, in the discretion of the Retirement Plan Administrative Committee, any other meaning in accordance with the Code for these purposes; (7) if the Plan and one or more other plans of a Participating Company or any of its affiliates to which pre-tax contributions, matching contributions or employee contributions (as such terms are defined for purposes of section 401(m) of the Code), or qualified non-elective contributions (as such term is defined in section 401(m)(4)(C) of the Code), are made and treated as one plan for purposes 36 44 of section 410(b) of the Code, such plans shall be treated as one plan for purposes of this Section. If a highly compensated Employee participates in the Plan and one or more other plans of his employer or any of its affiliates to which any such contributions are made, all such contributions shall be aggregated for purposes of this Section. (e) ADJUSTMENTS TO COMPLY WITH LIMITS. (1) ADJUSTMENTS TO COMPLY WITH SECTION 401(k)(3) OF THE CODE. The Retirement Plan Administrative Committee shall cause to be made such periodic computations as it shall deem necessary or appropriate to determine whether either of the tests set forth in Section 4.3(a)(1) or 4.3(a)(2) will be satisfied during a Plan Year and, if it appears to the Retirement Plan Administrative Committee that neither of such tests will be satisfied, the Retirement Plan Administrative Committee shall take such steps as it deems necessary or appropriate to adjust the Pre-Tax Contributions made for all or a portion of the remainder of such Plan Year on behalf of each Participant who is a highly compensated Employee to the extent necessary in order for one of such tests to be satisfied. If after the end of a Plan Year it is determined that regardless of any such steps taken neither of the tests set forth in 37 45 Section 4.3(a)(1) or 4.3(a)(2) will be satisfied with respect to such Plan Year, the Retirement Plan Administrative Committee shall calculate a total amount by which Pre-Tax Contributions must be reduced in order to satisfy either such test, in the manner prescribed by section 401(k)(8)(B) of the Code (the "excess contributions amount"). The amount of Pre-Tax Contributions to be reduced for each Participant who is a highly compensated Employee shall be determined by first reducing the Pre-Tax Contributions of each Participant whose actual dollar amount of Pre-Tax Contributions for such Plan Year is the highest until such reduced dollar amount equals the next highest actual dollar amount of Pre-Tax Contributions made for such Plan Year on behalf of any highly compensated Participant or until the total reduction equals the excess contributions amount. If further reductions are necessary, then such contributions on behalf of each Participant who is a highly compensated Employee and whose actual dollar amount of Pre-Tax Contributions made for such Plan Year is the highest (determined after the reduction described in the previous sentence) shall be reduced in accordance with the previous sentence. Such reductions shall continue to be made to the extent necessary so that the total reduction equals the 38 46 excess contributions amount. The amount by which Pre-Tax Contributions are to be reduced in accordance with this Section 4.3(e) shall be deemed to be After-Tax Contributions and any Matching Pre-Tax Contributions made with respect to such Pre-Tax Contributions shall be deemed to be After-Tax Matching Contributions. The amount by which a Participant's Pre-Tax Contributions are reduced in accordance with this Section 4.3(e) shall be reduced by any Pre-Tax Contributions previously distributed to such Participant pursuant to Section 4.2 for such Plan Year. The amount of any income allocable to any such reductions shall be determined pursuant to Regulations. The unadjusted amount of any reductions distributed shall be treated as "annual additions" for purposes of Section 4.4. (2) ADJUSTMENTS TO COMPLY WITH SECTION 401(m) OF THE CODE. The Retirement Plan Administrative Committee shall cause to be made such periodic computations as it shall deem necessary or appropriate to determine whether either of the tests set forth in Section 4.3(b)(1) or 4.3(b)(2) will be satisfied during a Plan Year with respect to the Plan, and if it appears to the Retirement Plan Administrative Committee that neither of such tests will be satisfied, the Retirement Plan Administrative Committee shall take such steps as it deems 39 47 necessary or appropriate to adjust the Matching Contributions and the After-Tax Contributions made for all or a portion of the remainder of such Plan Year on behalf of each Participant who is a highly compensated Employee to the extent necessary in order for one of such tests to be satisfied. If after the end of a Plan Year it is determined that regardless of any steps taken neither of the tests set forth in Section 4.3(b)(1) or 4.3(b)(2) will be satisfied with respect to such Plan Year, the Retirement Plan Administrative Committee shall calculate the maximum contribution percentage permissible for Participants who are highly compensated Employees under the tests set forth in Sections 4.3(b)(1) and 4.3(b)(2) and reduce the Matching Contributions and After-Tax Contributions made on behalf of each Participant who is a highly compensated Employee and whose actual dollar amount of Matching Contributions and After-Tax Contributions for such Plan Year is the highest in the same manner described in subparagraph (1) of this paragraph to the extent necessary to comply with Section 4.3(b)(1) or 4.3(b)(2). The reduction described in the foregoing sentence shall be made first with respect to a Participant's After-Tax Contributions in excess of six percent of Compensation, second with respect to any remaining 40 48 After-Tax Contributions and any Matching After-Tax Contributions attributable thereto, third with respect to any Matching Pre-Tax Contributions. The Retirement Plan Administrative Committee shall distribute (or transfer to the SERP in accordance with a timely election filed by the Participant) no later than the last day of the subsequent Plan Year to each such Participant the amount of such reductions made with respect to vested Matching Contributions and After-Tax Contributions plus any income allocable thereto to which such Participant would be entitled under the Plan if such Participant had terminated service on the last day of the Plan Year for which such contributions are made (or earlier if such Participant actually terminates service at any earlier date), and any remaining amount of such reductions plus any income allocable thereto shall be forfeited and used to reduce contributions in accordance with Section 3.10. The amount of any such income allocable to any such reductions to be so distributed or forfeited shall be determined pursuant to Regulations. (3) ADJUSTMENTS TO COMPLY WITH THE AGGREGATE LIMIT. If after making the adjustments required by subparagraphs (1) and (2) of this paragraph for a Plan Year the Retirement Plan Administrative Committee determines that the sum of the 41 49 average deferral percentage and the average contribution percentage for the group consisting of Participants who are highly compensated Employees exceeds the aggregate limit for such Plan Year, the Retirement Plan Administrative Committee shall no later than the last day of the subsequent Plan Year reduce (i) first the After-Tax Contributions made for such Plan Year on behalf of each Participant who is a highly compensated Employee and any corresponding Matching Contributions and (ii) second, the Pre-Tax Contributions made for such Plan Year on behalf of each Participant who is a highly compensated Employee and any corresponding Matching Contributions to the extent necessary to eliminate such excess. Such reduction shall be effected in the same manner described in subparagraphs (1) and (2), as applicable, of this Section 4.3(e). (4) DISCOUNT ON SHARES OF COMMON STOCK TREATED AS MATCHING CONTRIBUTION. Solely for purposes of this Section 4.3, if shares of common stock of the Corporation are contributed to the Plan at a discount from fair market value as a Pre-Tax Contribution, then the amount of such discount shall be treated as a Matching Pre-Tax Contribution. 4.4 LIMITATIONS ON ANNUAL ADDITIONS. 42 50 (a) THE DEFINED CONTRIBUTION LIMIT. The "annual addition," as defined herein, for any Plan Year to a Participant's accounts in all defined contribution plans maintained by each Participating Company or Related Company shall not exceed the lesser of (1) 25 percent of the Participant's Compensation for the Plan Year, and (2) $30,000 (as adjusted in accordance with section 415(d) of the Code). The term "annual additions" means the sum of all contributions and forfeitures allocated to a Participant's accounts (other than a rollover account). (b) THE COMBINED LIMIT. For Plan Years beginning prior to December 31, 1999, if the Participant also has participated in a defined benefit plan maintained by a Participating Company or Related Company, then the limitations of section 415(e) of the Code shall apply. If such limitations are exceeded, then the benefits under any defined benefit plan maintained by the Participating Company or Related Company shall be reduced before the annual additions to the Plan are reduced. (c) REDUCTION OF CONTRIBUTIONS. If the Retirement Plan Administrative Committee determines at any time that the annual addition to any Participant's Accounts exceeds such limitation for any Plan Year, then the contributions on behalf of the Participant shall be reduced, to the extent necessary, in the following order: (1) Pre-Tax Contributions in excess of six percent of the Participant's Compensation; 43 51 (2) Remaining Pre-Tax Contributions and Matching Pre-Tax Contributions attributable thereto on a pro rata basis; (3) Profit-Sharing Contributions; (4) After-Tax Contributions in excess of six percent of the Participant's Compensation; (5) Remaining After-Tax Contributions and Matching After-Tax Contributions attributable thereto on a pro rata basis. After-Tax Contributions, Pre-Tax Contributions and Profit-Sharing Contributions, each as adjusted for gains, shall be returned to the Participant (or in the case of an eligible Participant who has filed an election as described in clause (ii) of section 3.3(b), such Pre-Tax Contributions and Profit-Sharing Contributions shall be transferred to the SERP). Matching Contributions, as adjusted for gains, to the extent allowable shall be held in a suspense account and allocated to the accounts of such Participant in the next Plan Year; provided that if the Participant is not covered by the Plan in the next Plan Year, the amount shall be allocated to the remaining Participants in the Plan who are employed by the Employment Unit that employed the Participant. (d) LIMITS ON LIMITS. The limits stated on this Article IV shall apply only to the extent required under the Code. Except as otherwise specifically provided in this section 4.6, all of the requirements of section 415 of the Code, and limitations thereon, including the transitional rules and grandfather rules, are incorporated herein by reference. 44 52 ARTICLE V VESTING AND FORFEITURES 5.1 IN GENERAL. A Participant shall have a fully vested interest at all times in his Pre-Tax Account, After-Tax Account, Harris Stock Pre-Tax Account, Harris Stock After-Tax Account and Savings Account (other than the portion of such accounts attributable to matching contributions made after October 1, 1984) and Rollover Account. 5.2 VESTING ON RETIREMENT, DEATH OR DISABILITY. A Participant shall have a fully vested interest in his Profit Sharing Account, Matching Pre-Tax Account, Matching After-Tax Account, Harris Stock Matching Account, and portion of his Savings Account attributable to matching contributions made after October 1, 1984, on termination of his employment by any Related Company in the event of the Participant's: (a) retirement on or after Early Retirement Age; (b) retirement on or after the effective date of the Participant's Disability; or (c) death. 5.3 VESTING ON OTHER TERMINATION OF EMPLOYMENT. (a) VESTING SCHEDULE. A Participant who terminates employment other than on the occurrence of one of the events described in section 5.2 shall have a vested interest in his Profit-Sharing Account, Matching Pre-Tax Account, Matching After-Tax Account, Harris Stock Matching Account and the 45 53 portion of his Savings Account attributable to matching contributions made after October 1, 1984 in accordance with the following schedule: Period of Service Vested Percentage ----------------- ----------------- Less than 3 years 0% 3 years but less than 4 years 30% 4 years but less than 5 years 40% 5 years but less than 6 years 60% 6 years but less than 7 years 80% 7 years or more 100% (b) COMPUTING A PARTICIPANT' S PERIOD OF SERVICE. All Periods of Service shall be taken into account for purposes of subsection (a). In addition, (i) in the case of a Participant whose employment is terminated by a Related Company or Participating Company in connection with a reduction-in-force program, the period of time that begins on the Participant's employment termination date and ends 12 months thereafter shall be taken into account for purposes of subsection (a) and (ii) any prior Period of Service or Period of Severance shall be taken into account in determining a Participant's Period of Service for purposes of subsection (a) as provided in section 2.3(a) and 2.3 (b). (c) VESTING ON SALE OF BUSINESS. In the event of the sale or disposition of a business or a sale of substantially all of the assets of a trade or business, the Corporation may, in its discretion, provide for accelerated vesting with respect to those Participants affected by the sale. 46 54 5.4 EFFECT OF IN-SERVICE WITHDRAWALS ON A PARTICIPANT'S VESTED PERCENTAGE. If a Participant receives a withdrawal under Article IX or a distribution under Article VII from his Profit-Sharing Account at a time when the Participant has less than a fully vested interest in that account, the dollar amount of his vested interest in his Profit-Sharing Account (X) shall be determined at any subsequent time by the following formula: X= P(AB + D) - D For the purpose of applying the formula, P is the percentage of the Participant's interest in his Profit-Sharing Account that is vested at the time the determination is made, AB is the balance credited to the Profit-Sharing Account at the time the determination is made, and D is the amount of the withdrawal. 5.5 FORFEITURES. (a) TIMING OF FORFEITURE. A Participant who terminates employment with less than a fully vested interest in his Accounts shall forfeit the nonvested interest on the earliest of: (1) the date on which the Participant receives a lump sum distribution of all or a portion of the vested interest in such Accounts, provided that such distribution is made no later than the close of the second Plan Year following the year in which the Participant terminates employment; (2) the date on which the Participant incurs five consecutive one-year Periods of Severance; and 47 55 (3) the earliest date allowable under the Code. (b) EFFECT OF PARTIAL DISTRIBUTION ON A PARTICIPANT'S VESTED PERCENTAGE. If the Participant elects to receive a lump sum distribution of less than the full amount of his vested interest, the part of his nonvested interest that shall be forfeited under subsection (a)(1) is the total nonvested interest multiplied by a fraction, the numerator of which is the amount of the distribution and the denominator of which is the total value of his vested interest in his Accounts other than his After-Tax Account, Harris Stock After-Tax Account and Rollover Account. (c) EFFECT OF REEMPLOYMENT ON FORFEITURE. If a Participant incurs a forfeiture under subsection (a)(1) and subsequently returns to employment with a Participating Company and becomes a Participant in the Plan before incurring five consecutive one-year Periods of Severance, then the forfeited amount shall be restored by the Employment Unit of the Participating Company with which the Participant is reemployed. ARTICLE VI ACCOUNTS AND INVESTMENTS 6.1 ESTABLISHMENT OF ACCOUNTS. The Retirement Plan Administrative Committee shall establish and maintain for each Participant the following Accounts showing the Participant's interest under the Plan: (a) Profit-Sharing Account, which shall consist of 48 56 (1) a Basic Account to reflect the portion of Profit-Sharing Contributions allocable to the Participant's Compensation, and (2) a Supplemental Account to reflect the portion of Profit-Sharing Contributions allocable to the Participant's Excess Compensation; (b) Pre-Tax Account to reflect Pre-Tax Contributions made on the Participant's behalf other than those invested in the Harris Stock Fund; (c) After-Tax Account to reflect After-Tax Contributions made on the Participant's behalf other than those invested in the Harris Stock Fund; (d) Matching Pre-Tax Account to reflect Matching Pre-Tax Contributions made on the Participant's behalf other than those invested in the Harris Stock Fund; (e) Matching After-Tax Account to reflect Matching After-Tax Contributions made on the Participant's behalf other than those invested in the Harris Stock Fund; (f) Savings Account to reflect the Savings Contributions under the Plan as in effect prior to July 1, 1990, and the aggregate of the Participant's voluntary and required contributions to the Harris Video Systems Savings/Incentive Plan less withdrawals, as of June 30, 1990; (g) Harris Stock Pre-Tax Account to reflect the portion of the Pre-Tax Contributions made on the Participant's behalf invested in the Harris Stock Fund; 49 57 (h) Harris Stock After-Tax Account to reflect the portion of the After-Tax Contributions made on the Participant's behalf invested in the Harris Stock Fund; (i) Harris Stock Matching Account to reflect the portion of the Matching Pre-Tax Contributions and Matching After-Tax Contributions made on the Participant's behalf and invested in the Harris Stock Fund; and (j) Rollover Account to reflect the Participant's Rollover Contributions. 6.2 INVESTMENT OF ACCOUNTS. Subject to section 6.4, each Participant shall have the right to direct the investment of his Accounts and future contributions to his Accounts among the Investment Funds in accordance with the following procedures and such other procedures provided in the documents pertaining to each Investment Fund. (a) ELECTION PROCEDURES. Each election shall be made in accordance with the rules and procedures established by the Retirement Plan Administrative Committee in its absolute discretion. (b) ELECTIONS IN 1% INCREMENTS FOR CURRENT BALANCES. A Participant's election with respect to his current Account balances shall be made in increments of one percent (or such larger percentage as determined by the Retirement Plan Administrative Committee) of the Account balances; (c) ELECTIONS IN 1% INCREMENTS FOR FUTURE CONTRIBUTIONS. A Participant's election with respect to future contributions shall be made in increments of one percent (or such larger percentage as determined by the 50 58 Retirement Plan Administrative Committee) of the contribution (after the contribution is reduced by any dollar amount directed into the Harris Stock Fund), provided that the combined Pre-Tax Contributions and After-Tax Contributions invested in the Harris Stock Fund shall equal no more than one percent (or such larger percentage as determined by the Retirement Plan Administrative Committee) of Compensation as provided under section 6.4(a). To the extent Pre-Tax Contributions and After-Tax Contributions are invested in the Harris Stock Fund, the Matching Contributions attributable thereto also shall be invested in the Harris Stock Fund; (d) CHANGING ELECTIONS. Effective January 1, 1998, a Participant may change an investment election at any time. An investment election change shall be effective on the day the change is made, provide that such day is a Valuation Date and that the Participant makes the election change before the deadline established from time to time by the Retirement Plan Administrative Committee. An investment election change (i) made on a day that is not a Valuation Date or (ii) made on a Valuation Date after the deadline established by the Retirement Plan Administrative Committee shall become effective on the next following Valuation Date. If more than one election change is made on a Valuation Date before the applicable deadline, the most recent election change shall be given effect. (e) ELECTIONS APPLY TO ALL ACCOUNTS. Each of the Participant's Accounts shall be invested among the Investment Funds in the same manner, 51 59 such that each election by a Participant with respect to the Investment Funds shall apply to all of his Accounts in the same proportion. (f) INVESTMENT IN BALANCED FUND ABSENT ELECTION. A Participant's Accounts and contributions made on behalf of the Participant shall be invested in the Balanced Fund until the Participant makes a valid investment election pursuant to this section 6.2 and any other procedures established by the Retirement Plan Administrative Committee. 6.3 ALLOCATION OF EARNINGS AND LOSSES. In determining a Participant's share of the earnings or losses of each of the Investment Funds as of any Valuation Date, the total earnings or losses of the particular Investment Fund since the immediately preceding Valuation Date, net of expenses allocable to such fund, shall be allocated among the Participants' Accounts invested in the fund on such Valuation Date based on the ratio of each Participant's Accounts to the aggregate of the Accounts of all Participants, before taking into account any contributions that are required to be but are not yet made as of the Valuation Date and before taking into account any distributions, withdrawals or loans to Participants made as of the Valuation Date. Contributions to an Account are not credited with earnings for the Valuation Date on which the contributions are credited to the Account. 6.4 SPECIAL RULES CONCERNING HARRIS STOCK FUND. Notwithstanding any provision of section 6.2 to the contrary, the rules set forth in this section shall apply to investments in the Harris Stock Fund. 52 60 (a) AVAILABILITY. Only Pre-Tax Contributions, After-Tax Contributions and Matching Contributions made with respect to Compensation earned on or after October 1, 1993 may be invested in the Harris Stock Fund. For any Plan Year, the combined Pre-Tax Contributions and After-Tax Contributions invested in the Fund on behalf of a Participant in each Plan Year shall equal no more than one percent (or such larger percentage as determined by the Retirement Plan Administrative Committee) of the Participant's Compensation for such Plan Year. The portion of any Pre-Tax Contribution or After-Tax Contribution that is attributable to a discount from fair market value on shares of common stock of the Corporation shall be disregarded for purposes of the immediately preceding sentence. An election to invest in the Harris Stock Fund shall take effect as soon as administratively feasible after the election is received. (b) RESTRICTIONS ON TRANSFERS. A Participant may not transfer amounts from other Investment Funds to the Harris Stock Fund. Any contributions invested in the Harris Stock Fund must remain in the fund for a minimum of 36 months, provided that amounts invested in the Harris Stock Fund may be distributed to the Participant before the expiration of the 36-month period, if the Participant is otherwise entitled to a distribution under the Plan. The Retirement Plan Administrative Committee, in its sole discretion, may impose additional restrictions or requirements regarding transfers from the Harris Stock Fund. 53 61 (c) DIVIDENDS. A Participant's allocable share of cash dividends (and other cash earnings) credited to the Harris Stock Fund will be reinvested in the Harris Stock Fund unless the Participant elects with respect to the dividends credited to his Account during a calendar quarter to invest such cash dividends (and other cash earnings) among the Investment Funds other than the Harris Stock Fund in increments of one percent (or such larger percentage as determined by the Retirement Plan Administrative Committee) of the amount of the dividends (and other earnings). Each election shall be completed at such time and in accordance with rules and procedures as established by the Retirement Plan Administrative Committee, pursuant to section 6.2. Dividends paid in the form of stock shall be retained in a Participant's Account until liquidated, in the sole discretion of the Retirement Plan Administrative Committee. Such liquidated dividends shall be considered cash earnings subject to investment elections in accordance with this section 6.4(c). (d) CONTRIBUTIONS. The normal form of contributions for amounts invested in the Harris Stock Fund shall be in cash; provided, however, that the Corporation, in its discretion, may make the contribution in common stock of the Corporation, which may be contributed at a discount from fair market value. The Trustee is authorized to purchase common stock of the Corporation on the open market, and to give effect to the discount, if any, established from time to time by allocating shares to each Participant's 54 62 Account in addition to the number of shares that would have been allocated to the Participant's Account if the discount had not been established. (e) DISTRIBUTIONS. Distributions from the Harris Stock Fund shall be in the form of cash or shares of Harris Stock at the election of the Participant. Fractional shares and distributions of a de minimis amount as determined by the Retirement Plan Administrative Committee shall be paid in cash. (f) VOTING. Participants may submit non-binding proxies to the Trustee, which will vote the shares in the Harris Stock Fund in the exercise of its sole discretion. ARTICLE VII DISTRIBUTIONS 7.1 IN GENERAL. A Participant shall be entitled to receive a distribution of the vested interest in his Accounts on the earlier of the Participant's (i) termination of employment and (ii) attainment of age 59 1/2, except that his Pre-Tax Contributions and Matching Pre-Tax Contributions are distributable only as allowed under section 401(k) of the Code. As permitted under law and as may he determined by the Retirement Plan Administrative Committee in its sole discretion, distributions may be made to affected Participants upon the sale or disposition of the stock in a subsidiary or the sale or disposition of assets of a trade or business. A termination of employment shall not be deemed to occur for purposes of this section 7.1 and section 7.2 until the Participant is no longer employed by a Related Company. A Participant may 55 63 elect, in accordance with procedures established by the Retirement Plan Administrative Committee, to receive the sum of the balances of his Accounts, if any, that are invested in the Harris Stock Fund either in (a) cash, or (b) in shares of common stock of the Corporation; provided, however, that distributions of fractional shares and de minimis amounts (as determined by the Retirement Plan Administrative Committee) shall be made in cash. If a Participant has elected to receive a distribution of the balances of his Accounts that are invested in the Harris Stock Fund in shares of common stock of the Corporation, then such distribution shall, in the discretion of the Retirement Plan Administrative Committee, either be made in certificated form or credited to an account established for the Participant under a plan maintained by a Related Company. 7.2 SMALL BENEFIT CASH-OUT. Except as provided in section 7.5, in any case in which the vested interest in a Participant's Accounts does not exceed $5,000 (or such larger amount as may be permitted by law) the vested interest shall be paid to the Participant in a lump sum as soon as reasonably practicable after the Participant's termination of employment. In the case of a deceased Participant, such vested interest shall be paid, to the deceased Participant's beneficiary in a lump sum as soon as reasonably practicable after the Participant's death, except that if such Beneficiary is the deceased Participant's spouse, then the Beneficiary may elect a direct rollover in accordance with section 7.5. Effective as of March 22, 1999, for purposes of this section 7.2 and section 12.5, if at the time of commencement of the 56 64 distribution of a Participant's vested interest in his Accounts in scheduled periodic payments the value of such interest exceeded $5,000, then at the time of any subsequently scheduled periodic payment such account balance will be deemed to exceed $5,000 (or such larger amount as may be permitted by law) unless otherwise permitted under the law. 7.3 FORM OF PAYMENT. (a) OPTIONS. In any case in which a Participant's vested interest in his Accounts exceeds the amount provided in section 7.2, the Participant (or in the event of death, his Beneficiary) entitled to receive a distribution may elect at any time to receive payment in: (1) an amount not greater than the vested balance of the Participant's Accounts, provided, however, that only one such payment may be made in any single month; (2) substantially equal periodic installment payments, payable not less frequently than annually and not more frequently than monthly, over a period of time to be elected by the Participant (or Beneficiary); (3) a combination of (1) and (2); or (4) a direct rollover pursuant to section 7.5. (b) CHANGES ALLOWED. A Participant (or, in the event of death, his Beneficiary) may change his election with respect to the form of payment at any time before or after distribution of benefits commences, subject to the provisions of section 7.9. 57 65 (c) EFFECT OF FAILURE TO SPECIFY AN OPTION. If a Participant (or Beneficiary) fails to file an election under this section 7.3, then his benefits shall be paid in accordance with section 7.4. 7.4 TIME OF PAYMENT. (a) On termination of employment, a Participant, other than one described in section 7.2, may elect that payment of benefits begins as soon as administratively practicable or at any other time permitted under the Plan. If such a Participant fails to file an election as to the timing of his benefit payment, then payment of his benefit shall commence in accordance with the provisions of section 7.8. (b) If a Participant dies before his required beginning date (as described in section 7.8(b)) and there is no election in effect with respect to the payment of the Participant's benefits to his Beneficiary who is not his spouse, then payment of the Participant's benefits shall be made in a single sum no later than the December 31 of the calendar year which contains fifth anniversary Participant's death. (c) Installment payments described in section 7.3(2) or (3) shall not be made to a Participant who terminated employment with an Employer and who subsequently becomes employed by a Participating Company. Installment payments to such a Participant shall commence or recommence upon the Participant's subsequent termination of employment with the Participating Company. 7.5 DIRECT ROLLOVER. 58 66 (a) A Participant or "distributee" may elect at any time to have any portion of an "eligible rollover distribution" paid in a direct rollover to the trustee or custodian of an "eligible retirement plan" specified by the Participant or distributee, whichever is applicable. Payment of a direct rollover in the form of a check payable to the trustee or custodian of an eligible retirement plan, for the benefit of the Participant or distributee, may be mailed to the Participant or distributee. (b) For purposes of this section 7.5, the following terms shall have the following meanings: (1) "distributee" means a surviving spouse, or a spouse or former spouse who is an alternate payee under a qualified domestic relations order defined in section 414(p) of the Code. (2) "eligible retirement plan" means an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, or a qualified trust described in section 401(a) of the Code that accepts an eligible rollover distribution. (3) "eligible rollover distribution" means any distribution of all or a portion of the Participant's Accounts, other than the portion of his After-Tax Account and Harris Stock After-Tax Account attributable to After-Tax Contributions, but does 59 67 not include a distribution (i) in installments over a period of ten years or more or over a period described in section 7.8(c), or (ii) to the extent the distribution is required under section 401(a)(9) of the Code. 7.6 BENEFIT AMOUNT AND WITHHOLDING. (a) VESTED AMOUNT AND ADJUSTMENTS. For purposes of this Article VII, a Participant's vested interest in his Accounts shall be determined as of the Valuation Date coinciding with or immediately following the date of the event giving rise to the distribution, plus any Profit-Sharing Contribution to which the Participant may be entitled under section 3.2 that has not yet been credited to the Participant's Profit-Sharing Account. Any unpaid amount in the Participant's Accounts shall continue to be adjusted for earnings and losses as provided in section 6.3 until it is distributed. (b) WITHHOLDING. The amount of any distribution shall be reduced to the extent necessary to comply with Federal, state and local income tax withholding requirements. 7.7 ORDER OF DISTRIBUTIONS. Any distribution under this Plan shall be charged against the Participant's Accounts pursuant to administrative procedures designed to maximize the tax benefits to the Participant by distributing to him first his After-Tax Contributions to the extent permitted by law. 60 68 7.8 STATUTORY REQUIREMENTS. Notwithstanding any other provisions of the Plan to the contrary, the following rules shall apply to all payments under the Plan: (a) LATEST COMMENCEMENT DATE. Unless the Participant files a written election to defer payment of benefits, benefits payments with respect to any Participant shall commence no later than the 60th day after the close of the Plan Year in which the latest of the following occurs: (1) the date on which the Participant attains Normal Retirement Age; (2) the 10th anniversary of the date on which the Participant commenced participation in the Plan; and (3) the date on which the Participant terminated employment. Failure to file an election under section 7.4 for payment of benefits to commence shall be deemed to be a written election to defer payment of benefits under this subsection (a). (b) REQUIRED BEGINNING DATE. Notwithstanding subsection (a) above, payment of benefits to a Participant shall commence no later than April 1 of the calendar year following the calendar year in which the Participant attains age 70 1/2. (c) MAXIMUM DURATION OF DISTRIBUTIONS. Payment of a Participant's benefit shall be made over a period not to exceed one of the following periods: 61 69 (1) the life of the Participant; (2) the life of the Participant and the Participant's Beneficiary; (3) a period certain not extending beyond the life expectancy of the Participant; or (4) a period certain not extending beyond the joint and last survivor expectancy of the Participant and his Beneficiary. The amount to be distributed each year must be at least equal to the quotient obtained by dividing the Participant's benefit by the life expectancy of the Participant or the joint and last survivor expectancy of the Participant and his Beneficiary. Life expectancy and joint and last survivor expectancy shall be computed by the use of the return multiples contained in Treasury Regulation section 1.72-9. Effective January 1, 1998, the life expectancy of a the Participant who commenced payment of benefits pursuant to this section prior to such date and the life expectancy of such a Participant's spouse will be recalculated annually for purposes of the computation described in this subsection (c) only if the Participant affirmatively so elects; however, the life expectancy of any other Participant, spouse or Beneficiary will not be recalculated. If the Participant's spouse is not the Beneficiary, the method of distribution selected must ensure that at least 50 percent of the present value of the amount available for distribution is paid within the life expectancy of the Participant. (d) DISTRIBUTION AFTER THE PARTICIPANT'S DEATH. In the event a Participant who is receiving benefits dies, the remaining balance of his benefits 62 70 shall be distributed at least as rapidly as under the method of distribution elected by the Participant unless otherwise permitted under law. If a Participant dies before distribution of benefits commences, the Participant's entire interest will be distributed no later than five years after the end of the year of the Participant's death, except to the extent that an election is made to receive distributions in accordance with (1) or (2) below: (1) if any portion of the Participant's benefit is payable to a Beneficiary who is not the Participant's spouse, then distributions may be made over the life or life expectancy of the Beneficiary, provided that distributions commence on or before December 31 of the calendar year immediately following the calendar year in which the Participant died, and (2) if the beneficiary is the Participant's spouse, then distributions may commence on or before the later of (i) December 31 of the calendar year immediately following the calendar year in which the Participant died and (ii) December 31 of the calendar year in which the Participant would have attained age 70 1/2. If the Participant's spousE dies before payments begin, then subsequent distribution shall be made as if the spouse had been the Participant. For purposes of the foregoing, payments may be calculated by use of the return multiples specified in Treasury Regulation section 1.72-9. The life 63 71 expectancy of a spouse or other Beneficiary shall be calculated at the time payment first commences without subsequent recalculation. Any amount paid to a child of the Participant shall be treated as if it had been paid to the surviving spouse if the amount becomes payable to the spouse when the child reaches the age of majority. (e) LIMIT ON LIMITS. All distributions under this section 7.8 shall be determined and made in accordance with section 401(a)(9) of the Code, including the minimum distribution incidental benefit requirement of proposed Treasury Regulation section 1.401(a)(9)-2, the provisions of which are incorporated herein by reference. 7.9 DESIGNATING BENEFICIARIES. (a) WRITTEN DESIGNATION. Each Participant may designate, in the manner prescribed by the Retirement Plan Administrative Committee, a Beneficiary or Beneficiaries to receive any benefits payable as a result of the death of the Participant. This designation may be changed by the Participant at any time by giving notice to the Retirement Plan Administrative Committee in accordance with rules and procedures established by the Retirement Plan Administrative Committee. Any designation of a Beneficiary other than the Participant's spouse must be consented to by the spouse in writing (or other method permitted by the Internal Revenue Service) and witnessed by a notary public (or a representative of the Plan prior to October 1, 1993). Any consent required under this section 7.9 shall be valid only with respect to the spouse who signed it. Spousal consent shall not be required if the Participant 64 72 establishes to the satisfaction of a Plan representative that such consent may not be obtained because (a) there is no spouse; (b) the spouse cannot be located, or (c) there exists such other circumstances as the Secretary of the Treasury may prescribe as excusing the requirement for such consent. A Participant may revoke any prior election without obtaining the consent of the spouse to such revocation. In the absence of a new election that meets the requirements of this section 7.9, the Participant's surviving spouse shall be the Beneficiary. (b) DEATH PRIOR TO DESIGNATING BENEFICIARY OR DEATH AFTER DESIGNATED BENEFICIARY'S DEATH. In the event a Participant dies with no beneficiary designation on file or after the death of a designated Beneficiary, the Participant's Beneficiary with respect to the portion of the benefits for which no Beneficiary has been designated shall be the deceased Participant's surviving spouse, if any, and if there is no surviving spouse, the descendants of the deceased Participant, if any, per stirpes, or if there are no descendants, the estate of the deceased Participant. (c) SUCCESSOR BENEFICIARIES. A Beneficiary who has been designated in accordance with section 7.9(a) may name a successor beneficiary or beneficiaries in accordance with procedures established by the Retirement Plan Administrative Committee. If the designated Beneficiary dies after the Participant and before the entire amount of the Participant's benefit under the Plan in which the designated Beneficiary has an interest has been distributed, then any remaining amount shall be distributed, as soon as practicable after 65 73 the death of such designated Beneficiary, in the form of a single sum payment to the successor beneficiary or if there is no such successor beneficiary, to the Beneficiary's estate. 7.10 PAYMENT OF GROUP INSURANCE PREMIUMS. If a retired Participant is eligible to be included in any contributory group insurance program maintained or sponsored by an Employment Unit, a retired Participant who is receiving benefits under the Plan in installments and who elects to be covered under such contributory group insurance program may direct that a specified portion of the installment payments be withheld and paid by the Trustee on his behalf to the Employment Unit as his contribution under such group insurance program. Such direction by a retired Participant shall be in writing on a form prescribed by the Retirement Plan Administrative Committee. Any such direction may be revoked by the retired Participant not less than 15 days prior to the effective date of such revocation. Any withholding and payment of insurance costs on behalf of a retired Participant shall be made in accordance with Treasury Regulation section 1.401(a)-13. 7.11 INABILITY TO LOCATE PARTICIPANT. If, at any time after a Participant's benefit becomes payable, a check or other instrument in payment of such benefit is returned unclaimed or the Retirement Plan Administrative Committee is otherwise unable to locate the individual to whom a payment is due, then all payments to such individual shall be discontinued. If, after exercising reasonable diligence, the Retirement Plan Administrative Committee is unable to locate such individual, the portion of the Participant's benefit payable to 66 74 such individual shall be forfeited and applied to reduce the administrative expenses of the Plan; provided, that if such individual subsequently makes a claim for benefits, then the forfeited amount shall be reinstated to the extent required by law by the Participating Company that last employed the Participant. ARTICLE VIII LOANS 8.1 IN GENERAL. Each "party in interest," as defined in section 3(14) of ERISA, with respect to the Plan for whom a Pre-Tax Account, After-Tax Account and/or Rollover Account is maintained may request that a loan be made to him from his Pre-Tax Account, After-Tax Account and/or Rollover Account by filing an appropriate application, pursuant to procedures adopted by the Retirement Plan Administrative Committee. All loan requests shall be approved on a reasonably equivalent basis (within the meaning of section 4975(d)(1)(A) of the Code and section 408(b)(1)(A) of ERISA), subject to the conditions set forth in this Article VIII. 8.2 LOAN ADMINISTRATION. The Retirement Plan Administrative Committee shall be responsible for administering the loan program, but may delegate the operation of the program to the Plan's record-keeper. The procedures for applying for a loan and the basis on which loans will be approved or denied shall be described in the summary plan description for the Plan or in other documents prepared by or at the direction of the Corporation 67 75 for this purpose and such additional documents are hereby incorporated by reference to the extent required by the Department of Labor. 8.3 TERMS AND CONDITIONS OF LOANS. The terms and conditions of each loan shall be set forth in the agreement evidencing the loan and shall include, but not be limited to, the following: (a) MAXIMUM AMOUNT. The principal amount of a loan made under this Plan to any individual together with the outstanding principal amount of any other loan made to such individual under any other qualified plan under section 401(a) of the Code maintained by a Related Company shall not exceed the least of (1) 50 percent of the individual's vested interest in his Accounts, (2) $50,000 reduced by the highest outstanding balance of any previous loans from the Plan and any other plans of a Related Company during the one-year period ending immediately before the date on which the current loan is made, and (3) such amount that repayment of principal plus interest does not exceed 25 percent of the individual's gross pay. (b) MINIMUM AMOUNT. The minimum loan amount shall be $500 and all loan amounts shall be in increments of $100. (c) PERIOD. No loan shall be made for a period less than 12 months or longer than four and one-half years or such other periods as may be 68 76 established from time to time under the Retirement Plan Administrative Committee's written loan procedures. (d) SECURITY. A loan shall be secured by the Participant's Accounts up to the amount of the outstanding balance of the loan. (e) NUMBER OF LOANS. Two loans shall be available under the Plan to a Participant at any time, but no third loan shall be made to an individual within 30 days following the repayment in full of a prior loan, or such other time period as may be provided from time to time under Plan procedures. (f) PARTICIPANT COVERS LOAN EXPENSE. Any loan made under the Plan shall be subject to such other terms and conditions as the Retirement Plan Administrative Committee shall deem necessary or appropriate, including the condition that the individual applying for the loan reimburse the Plan for any state documentary stamps and other taxes, and any other reasonable expenses specified by the Retirement Plan Administrative Committee, which the Plan incurs to extend, make and service the loan. (g) HOW TO APPLY. A loan may be initiated by following the appropriate telephonic or other procedures established by the record-keeper, as the delegate of the Retirement Plan Administrative Committee. 8.4 INTEREST RATE. The interest rate for a loan made under this Plan shall be fixed for the term of each loan, and shall be set as determined by the Retirement Plan Administrative Committee on a quarterly basis at a rate which 69 77 it deems reasonable at the time for a fully secured loan and which is consistent with applicable Department of Labor regulations. 8.5 REPAYMENT AND DEFAULT. (a) PAYMENTS. A loan made under the Plan shall require that repayment be made in substantially level installments through payroll withholding while the individual is an Employee and through such other means (not less frequently than quarterly) as the Retirement Plan Administrative Committee deems appropriate for an individual who is not an Employee. Nevertheless, any individual who terminates employment for any reason other than retirement, discharge or Layoff must repay all of the outstanding principal balance of his loan, plus interest due, within 90 days of the date of termination. (b) PREPAYMENT. An individual may repay, at any time, all of the outstanding principal balance of his loan, plus interest due, without penalty. (c) CREDITING PAYMENT. Principal and interest payments shall be credited to the Participant's Pre-Tax Account, After-Tax Account and/or Rollover Account and shall be invested in the same manner as Pre-Tax Contributions, After-Tax Contributions and Rollover Contributions. (d) DEFAULT. The events of default shall be set forth in the agreement evidencing the loan. Such events shall include, but not be limited to, the following: 70 78 (1) an individual terminates employment as an Employee for any reason and does not make payments when due, subject to a 90-day grace period; (2) the Trustee concludes that the individual no longer is a good credit risk; (3) to the extent permissible under federal law, the individual's obligation to repay the loan has been discharged through bankruptcy or any other legal process of action which did not actually result in payment in full; and (4) the individual does not make payments when due, subject to the applicable 90 day grace period. (e) EFFECT OF DEFAULT. Upon the existence or occurrence of an event of default, the loan may become due and payable in full and, if such loan is not actually repaid in full, shall be canceled on the books and records of the Plan and the amount otherwise distributable to such individual shall be reduced, as of the date his Accounts otherwise become distributable, by the principal amount of the loan then due plus any accrued but unpaid interest. Such principal and interest shall be determined without regard to whether the loan had been discharged through bankruptcy or any other legal process or action which did not actually result in payment in full; however, interest shall continue to accrue on such loan only to the extent permitted under applicable law. Cancellation of the amount distributable to an individual under this subsection (e) shall not occur until a distributable event occurs under the Plan. 71 79 In the event a default occurs before a distributable event occurs, the Retirement Plan Administrative Committee shall take such other steps to cure the default as it deems appropriate under the circumstances to preserve Plan assets. 8.6 MECHANICS. A loan to an individual under this Plan shall be made from his Pre-Tax Account, After-Tax Account and Rollover Account, and the loan shall be an asset of the respective accounts. For investment purposes, the principal amount of the loan shall be deducted from the Participant's Investment Funds other than the Harris Stock Fund in proportion to their value in his Accounts as of the Valuation Date immediately preceding the loan. 8.7 SPECIAL POWERS. The Retirement Plan Administrative Committee shall have the power to take such action as it deems necessary or appropriate to stop the benefit payments to or on behalf of an individual who fails to repay a loan (without regard to whether the obligation to repay the loan had been discharged through bankruptcy or other legal process or action) until his Pre-Tax Account, After-Tax Account and/or Rollover Account has been reduced by the principal due (without regard to such discharge) on such loan or to distribute the note which evidences such loan in full satisfaction of any interest in the Pre-Tax Account, After-Tax Account, and/or Rollover Account which is attributable to the unpaid balance of such loan. 72 80 ARTICLE IX IN-SERVICE WITHDRAWALS 9.1 WITHDRAWALS FROM SAVINGS ACCOUNT AND AFTER-TAX ACCOUNT. (a) AVAILABILITY. Subject to sections 9.3 and 9.4, a Participant may elect to withdraw from the Plan at any time in a single sum an amount not greater than the balances of his Savings Account and After-Tax Account in the time and manner prescribed by the Retirement Plan Administrative Committee. The amount withdrawn shall be debited first to his Savings Account and then to his After-Tax Account. (b) LIMITATIONS. A Participant may make a withdrawal under this section 9.1 no more than once in any calendar quarter. A Participant's election to make After-Tax Contributions shall be suspended, and no After-Tax Contributions or Matching After-Tax Contributions shall be credited to the Participant's Account, for a period of three months after the date of a Participant's withdrawal from his After-Tax Account. The Participant's election shall automatically be reinstated at the expiration of such three-month period, unless the Participant has filed a change of election pursuant to section 3.7. 9.2 WITHDRAWALS FROM ROLLOVER, PRE-TAX AND PROFIT SHARING ACCOUNTS. (a) AVAILABILITY. Subject to sections 9.3 and 9.4, a Participant who has taken all available loans under Article VIII hereof and who has exhausted his right to withdrawals under section 9.1 may elect, if he has an immediate and heavy financial need within the meaning of Treasury Regulation section 1.401(k)-1(d)(2)(iv), to withdraw in a single sum an amount not greater 73 81 than (i) 100 percent of his Pre-Tax Contributions, (ii) the entire balance of his Rollover Account, and (iii) the vested balance of his Profit Sharing Account, in the time and manner prescribed by the Retirement Plan Administrative Committee. A Participant shall be deemed to have an immediate and heavy financial need if the withdrawal is requested for any of the following reasons: (1) to pay expenses for medical care previously incurred by the Participant, his spouse or any of his dependents or necessary for these persons to obtain medical care; (2) to purchase (excluding mortgage payments) a principal residence for the Participant; (3) to pay for tuition and related education fees for the next 12 months of it post-secondary education for the Participant, his spouse, children or dependents; (4) to prevent the eviction of the Participant from his principal residence or a foreclosure on the mortgage of the Participant's principal residence; or (5) the occurrence of any other event determined by the Commissioner of Internal Revenue pursuant to Treasury Regulation section 1.401(k)-l(d)(2)(iv). A withdrawal to satisfy an immediate and heavy financial need of the Participant may be made only if: 74 82 (i) the withdrawal is not in excess of the amount required to meet the financial need of the Participant, including taxes and additions to tax applicable to such withdrawal, and (ii) the Participant has obtained all other distributions, withdrawals, and all nontaxable loans currently available under the Plan and any other plans maintained by a Related Company. The Participant shall be required (i) to certify to the Retirement Plan Administrative Committee in the manner prescribed by the Retirement Plan Administrative Committee both the reason for the financial need and that such need cannot be satisfied from sources other than a withdrawal from the Participant's Accounts, and (ii) to submit any additional supporting documentation as may be requested by the Retirement Plan Administrative Committee. (b) ORDER OF WITHDRAWALS. Withdrawals under this section 9.2 shall be withdrawn from a Participant's Accounts in the following order: (i) from the Participant's Rollover Account, if any; (ii) to the extent that the balance of the Participant's Rollover Account is not sufficient to satisfy the amount of the requested withdrawal, from the Participant's Pre-Tax Contributions; and (iii) to the extent that the Participant's Rollover Account and Pre-Tax Contributions are not sufficient to satisfy the amount of the requested withdrawal, from the vested balance of the Participant's Profit Sharing Account. (c) LIMITATIONS. A Participant may take a withdrawal under this section 9.2 no more than once in any six-month period. 75 83 9.3 CONDITIONS APPLICABLE TO ALL WITHDRAWALS. A Participant shall provide to the Retirement Plan Administrative Committee written notice of his election to make any withdrawal permitted under this Article IX at least 30 days (or such shorter period as may be designated by the Retirement Plan Administrative Committee) prior to the date as of which such withdrawal is to be effected. The amount available for withdrawal under this Article IX shall be reduced by the amount of any outstanding loan balance under Article VIII hereof, and no withdrawal under this Article IX shall be permitted to the extent that such withdrawal would cause the aggregate amount of such outstanding loan balance to exceed the limits described in section 8.2. The amount available for withdrawal under this Article IX is also subject to reduction in the sole discretion of the Retirement Plan Administrative Committee to take into account the investment experience of the Trust Fund between the date of the election and the date of the withdrawal. 9.4 REDUCTION OF INVESTMENT FUND BALANCES. The Investment Funds in which a Participant's Accounts are invested, other than the Harris Stock Fund, shall be reduced proportionately to reflect the amount of the Participant's withdrawals under this Article IX. ARTICLE X TOP-HEAVY PROVISIONS 10.1 IN GENERAL. Notwithstanding any other provisions of the Plan to the contrary, for any Plan Year in which this Plan is "top-heavy," as defined herein, the provisions of this Article X shall apply. If the Plan is top-heavy and 76 84 then ceases to be top-heavy, except as otherwise provided in section 10.3, the provisions of this Article X shall cease to apply. 10.2 MINIMUM ALLOCATION. (a) AMOUNT. For any Plan Year for which the Plan is top-heavy, a minimum allocation shall be made for each "non-key employee" who is employed by a Participating Company on the last day of the Plan Year in an amount equal to the lesser of (1) three percent of Compensation or (2) the largest percentage of Compensation allocated to any "key employee" during the Plan Year. The minimum allocation shall be determined without regard to any Social Security contribution, and without regard to any Pre-Tax Contributions made on behalf of non-key employees. The minimum allocation shall not apply to any non-key employee who receives a minimum contribution or minimum benefit under any other plan of a Related Company. (b) ALLOCATION. To satisfy subsection (a), the Profit-Sharing Contributions for such Plan Year first shall be allocated to all Participants employed on the last day of the Plan Year in an amount that meets the minimum allocation amount, and any remaining Profit-Sharing Contribution then shall be allocated in accordance with section 3.2. 10.3 MINIMUM VESTING. For any Plan Year for which the Plan is top-heavy, the vested interest of a Participant who is employed by a Participating Company during any part of the Plan Year shall be determined under the following schedule: PERIOD OF SERVICE VESTED PERCENTAGE 77 85 Less than 2 years 0% 2 years but less than 3 years 20% 3 years but less than 4 years 40% 4 years but less than 5 years 60% 5 years but less than 6 years 80% 6 years or more 100% If the Plan becomes top-heavy and later ceases to be top-heavy, a Participant who has a three-year Period of Service as determined under section 5.3 may elect to have his vested interest continue to be determined under this section 10.3, notwithstanding that the Plan is no longer top-heavy. 10.4 DEFINITIONS. For purposes of this Article X the following terms shall have the following meanings: (a) "Determination date" means the last day of the preceding Plan Year. (b) "Determination period" means the Plan Year containing the determination date and the four preceding Plan Years. (c) "Key employee" means an Employee or former employee (and their Beneficiaries) who, at any time during the determination period, is (1) an officer of the Participating Company and has annual compensation greater than 50 percent of the dollar limitation in effect under section 415(b)(1)(A) of the Code for any such Plan Year, 78 86 (2) one of the ten Employees having annual compensation in excess of the limitation in effect under section 415(c)(1)(A) of the Code and owning (or considered as owning with the meaning of section 318 of the Code) the largest interests in the Participating Company, (3) a five-percent owner (within the meaning of section 416(i)(1)(B) of the Code) of the Participating Company, or (4) a one-percent owner of the Participating Company having annual compensation from the Participating Company of more than $150,000. The determination of "key employee" shall be made under section 416(i)(1) of the Code, the terms of which are incorporated herein by reference. (d) "Non-key employee" means any Employee who is not a key employee. (e) "Permissive aggregation group" means the "required aggregation group" and any other plans of the Participating Company which, when considered as a group with the required aggregation group, would continue to satisfy the requirements of sections 401(a)(4) and 410 of the Code. (f) "Required aggregation group" means (1) each qualified plan of the Participating Company in which at least one key employee participates or participated at any time during the determination period (regardless of whether the plan has terminated), and (2) any other qualified plan of the Participating 79 87 Company which enables a plan described in (1) to meet the requirements of sections 401(a) and 410 of the Code. (g) "Top-heavy" means: (1) the top-heavy ratio for the Plan exceeds 60 percent and the Plan is not part of any required aggregation group or permissive aggregation group; (2) the Plan is part of a required aggregation group but not a permissive aggregation group and the top-heavy ratio for the required aggregation group exceeds 60 percent; (3) the Plan is part of a required aggregation group and a permissive aggregation group and the top-heavy ratio for the permissive aggregation group exceeds 60 percent. (h) "Top-heavy ratio" means: (1) if the Participating Company or Related Company has not maintained any defined benefit plan which during the five-year period ending on the determination date had accrued benefits, the top-heavy ratio is a fraction, the numerator of which is the sum of the account balances of all key employees as of the determination date (including any part of any account balance distributed in the five-year period ending on the determination date), and the denominator of which is the sum of all account balances (including any part 80 88 of any account balance distributed in the five-year period ending on the determination date). (2) If a Related Company maintains or has maintained a defined benefit plan which during the five-year period ending on the determination date had accrued benefits, the top-heavy ratio is a fraction, the numerator of which is the sum of account balances under the defined contributions plans for all key employees (including any part of any account balance distributed in the five-year period ending on the determination date), and the present value of accrued benefits under the defined benefit plans for all key employees as of the determination date, and the denominator of which is the sum of the account balances under the defined contribution plans for all participants (including any part of any account balance distributed in the five-year period ending on the determination date), and the present value of accrued benefits under the defined benefit plans for all participants as of the determination date. (3) For purposes of (1) and (2) above, the value of account balances and the present value of accrued benefits shall be determined as of the most recent "valuation date" that falls within or ends with the 12-month period ending on the determination date, except as provided in section 416 of the 81 89 Code for the first and second plan years of a defined benefit plan. In the case of a defined benefit plan, the "present value of accrued benefits" shall be determined under the terms of the applicable defined benefit plan. The account balances and accrued benefits of a Participant who is not a key employee but who was a key employee in a prior year, or who has not been credited with at least an Hour of Service with any Participating Company maintaining the plan at any time during the five-year period ending on the determination date shall be disregarded. When aggregating plans, the value of account balances and accrued benefits shall be calculated with reference to the determination dates that fall within the same calendar year. (4) The calculation of the top-heavy ratio shall be determined in accordance with section 416 of the Code, the provisions of which are incorporated herein by reference. (i) "Valuation date" means the last day of the Plan Year. ARTICLE XI ADMINISTRATION 11.1 NAMED FIDUCIARIES. The Retirement Plan Administrative Committee shall be the "named fiduciary" within the meaning of such term as used in ERISA; provided that to the extent a Participant, former Participant or Beneficiary directs that his Accounts be invested in the Harris Stock Fund, 82 90 such Participant or Beneficiary and not the Retirement Plan Administrative Committee shall be the "named fiduciary" with respect to such investment decisions. 11.2 RETIREMENT PLAN ADMINISTRATIVE COMMITTEE. The Chief Executive Officer of the Corporation shall have the power to appoint and to remove members to the Retirement Plan Administrative Committee. A member of the Retirement Plan Administrative Committee may resign at any time by giving written notice to the Investment Committee or the Chief Executive Officer of the Corporation at least 15 days prior to the effective date of the resignation. 11.3 POWERS AND DUTIES OF COMMITTEE. The Retirement Plan Administrative Committee shall have the powers and duties conferred on it by the terms of the Plan. The Retirement Plan Administrative Committee may establish such rules and regulations as it deems necessary to enable it to administer the Plan. The Retirement Plan Administrative Committee shall have the discretionary authority to determine eligibility for benefits and construe the terms of the Plan. Benefits under the Plan will be paid only to a Participant or Beneficiary if the Retirement Plan Administrative Committee decides in its discretion that the Participant or Beneficiary is entitled to benefits. 11.4 ACTIONS OF COMMITTEE. No formal meeting and no minutes shall be required with respect to actions taken by the Retirement Plan Administrative Committee. 83 91 11.5 FINALITY OF DECISIONS. All decisions and directions made by the Retirement Plan Administrative Committee, in the discretionary exercise of its powers and duties, shall be final and binding on all parties concerned. 11.6 IMMUNITIES. Except as otherwise provided by law, no member of the Investment Committee or Retirement Plan Administrative Committee shall be liable to a Participating Company or to any Participant or Beneficiary by reason of such committee's exercise in good faith of any power or discretion vested in such committee under the Plan. 11.7 ADVISORS AND AGENTS. The Corporation, Investment Committee, or, with the consent of the Corporation or Investment Committee, the Retirement Plan Administrative Committee, may employ one or more persons to render advice with respect to any responsibility it has under the Plan. The Corporation or the Investment Committee may appoint unrelated parties to carry out trustee and investment management responsibilities with respect to the Plan. The Corporation or the Retirement Plan Administrative Committee may appoint an unrelated party to carry out the record-keeping responsibilities with respect to the Plan. The Corporation shall indemnify any person, including any employee of the Corporation, who is acting on behalf of the Corporation, Investment Committee or Retirement Plan Administrative Committee in this capacity with respect to liability that may arise by reason of such person's action or failure to act concerning the Plan, excepting any willful or gross misconduct or criminal acts to the extent required in the respective contracts governing such arrangements. 84 92 11.8 COMMITTEE MEMBER WHO IS PARTICIPANT. A member of the Retirement Plan Administrative Committee who also is a Participant shall have no right to vote with respect to any action that pertains solely to him as a Participant. In the event a majority of the remaining members are unable to agree as to the action to be taken with respect to the Participant, the chief executive officer of the Corporation shall appoint an impartial person to arbitrate the matter between the remaining members and to reach a decision. 11.9 INFORMATION PROVIDED BY PARTICIPATING COMPANIES. Each Participating Company and Employment Unit shall provide the Corporation, the Retirement Plan Administrative Committee and the Trustee with complete and timely information regarding employment data for each Employee and Participant needed by the Corporation, Retirement Plan Administrative Committee or Trustee to administer the Plan, including, but not limited to, information concerning Compensation, date of employment, date of termination of employment, reason for termination and any other information required by the Corporation, Retirement Plan Administrative Committee, or Trustee. 11.10 EXPENSE. All costs and expenses incurred in administering the Plan and the Trust, including the expenses of the Investment Committee and the Retirement Plan Administrative Committee, investment advisory and record-keeping fees, the fees of counsel and any agents for the Corporation, the fees and expenses of the Trustee, the fees of counsel for the Trustee and other administrative expenses shall be paid by the Trustee from the Trust Fund to the extent that such expenses are not paid by the Participating Companies. 85 93 The Retirement Plan Administrative Committee, in its sole discretion, having regard for the nature of the particular expense, shall determine the portion of such expense, if any, which is to be borne by any Participating Company. A Participating Company may seek reimbursement of any expense paid by such company that the Retirement Plan Administrative Committee determines is properly payable by the Trust Fund. 11.11 TRUST. A trust shall be created by the execution of the Trust Agreement between the Corporation and the Trustee. All contributions under the Plan shall be paid to the Trustee. The Trustee shall hold all monies and other property received by it and invest and reinvest the same, together with the income therefrom, on behalf of the Participants collectively in accordance with the provisions of the Trust Agreement. The Trustee shall make distributions from the Trust Fund at such time or times to such person or persons and in such amounts as the Retirement Plan Administrative Committee directs in accordance with the Plan. 11.12 TRUST FUND AVAILABLE TO PAY ALL PLAN BENEFITS. The Plan is intended to be a single plan under Treasury Regulation section 1.414(1)-1(b)(1). The maintenance of Accounts as required by the terms of the Plan shall be for record-keeping purposes only. All of the Trust Fund shall be available to pay benefits to all Participants and Beneficiaries. ARTICLE XII AMENDMENT AND TERMINATION AND CHANGE OF CONTROL 86 94 12.1 AMENDMENT. The Corporation reserves the right to amend the Plan by action of its Board of Directors or the Investment Committee thereof at any time and from time to time, subject to the following limitations: (a) no amendment shall be made which vests in any Participating Company any interest in any assets of the Plan other than as specifically provided in section 12.2; (b) no amendment shall be made which would have the effect of decreasing a Participant's "accrued benefit" as proscribed in section 41l(d)(6) of the Code; and (c) no amendment shall have the effect of reducing a Participant's vested interest in his Accounts. If the Plan is amended to change the vesting schedule, each Participant with at least a three-year Period of Service shall have the right to elect to have his vested interest computed without regard to the amendment. Each Participant shall be permitted to make this election during the period ending 60 days after the latest of the date (1) the amendment is adopted; (2) the amendment is effective, and (3) the Participant is issued a written notice of the amendment by the Corporation or its delegate. 12.2 TERMINATION OF PLAN. This Plan is intended to be permanent, and it is the expectation of the Corporation that it will continue indefinitely. However, the Corporation reserves the right to terminate the Plan by resolution of its Board of Directors or the appropriate committee thereof. In the case of a complete termination of the Plan, previously unallocated forfeitures shall be 87 95 allocated as otherwise provided in the Plan. To the extent previously unallocated forfeitures cannot be allocated because all Participants have reached the limitations of section 415 of the Code, the unallocated amount shall revert back to the appropriate Participating Company, as provided in section 3.10. 12.3 DISCONTINUANCE OF CONTRIBUTIONS. The Corporation reserves the right to discontinue contributions to the Plan by amendment or by resolution of the Board of Directors or the appropriate committee thereof 12.4 VESTING ON TERMINATION OR DISCONTINUANCE OF CONTRIBUTIONS. As of the date of the partial or complete termination of the Plan or upon the complete discontinuance of contributions to the Plan, each affected Participant shall become fully vested in his Accounts and no further allocations of contributions or forfeitures shall be made after such date on behalf of an affected Participant. 12.5 DISTRIBUTION ON TERMINATION. Upon the complete termination of the Plan, the Trustee shall distribute to each affected Participant the full amount standing to the credit of his Accounts; provided that if such amount exceeds (or at the time of any prior distribution exceeded) $5,000 (or such larger amount as may be permitted by law) and the Participant is not yet age 65, such lump sum shall not be paid without his consent. If the Participant does not consent, an annuity contract shall be purchased for and distributed to the Participant. 12.6 CHANGE OF CONTROL. (a) DEFINITION. Change in Control means the occurrence of any one of the following events: 88 96 (i) any "person" (as such term is defined in section 3(a)(9) of the Securities Exchange Act of 1934 (the "Exchange Act") and as used in sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 20 percent or more of the combined voting power of the Corporation's then outstanding securities eligible to vote for the election of the Board of Directors (the "Board") of the Corporation (the "Corporation Voting Securities"); PROVIDED HOWEVER, that the event described in this paragraph (i) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (A) by the Corporation or any Subsidiary, (B) by any employee benefit plan sponsored or maintained by the Corporation or any Subsidiary, (C) by any underwriter temporarily holding securities pursuant to an offering of such securities, or (D) pursuant to a "Non-Control Transaction" (as defined in paragraph (iii)); (ii) individuals who, on July 1, 1996, constitute the Board (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to July 1, 1996, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors who remain on the Board (either by a specific 89 97 vote or by approval of the proxy statement of the Corporation in which such person is named as a nominee for director, without objection to such nomination) shall also be deemed to be an Incumbent Director; PROVIDED, HOWEVER, that no individual initially elected or nominated as a director of the Corporation as a result of an actual or threatened election contest with respect to directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; (iii) the consummation of a merger, consolidation, share exchange or similar form of corporate reorganization of the Corporation or any such type of transaction involving the Corporation or any of its Subsidiaries that requires the approval of the Corporation's stockholders (whether for such transaction or the issuance of securities in the transaction or otherwise) (a "Business Combination"), unless immediately following such Business Combination: (A) more than 80 percent of the total voting power of the corporation resulting from such Business Combination (including, without limitation, any corporation which directly or indirectly has beneficial ownership of 100 percent of the Corporation Voting Securities) eligible to elect directors of such corporation is represented by shares that were Corporation Voting Securities immediately prior to such Business Combination (either 90 98 by remaining outstanding or being converted), and such voting power is in substantially the same proportion as the voting power of such Corporation Voting Securities immediately prior to the Business Combination, (B) no person (other than any publicly traded holding company resulting from such Business Combination, any employee benefit plan sponsored or maintained by the Corporation (or the corporation resulting from such Business Combination)), becomes the beneficial owner, directly or indirectly, of 20 percent or more of the total voting power of the outstanding voting securities eligible to elect directors of the corporation resulting from such Business Combination, and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were Incumbent Directors at the time of the Board's approval of the execution of the initial agreement providing for such Business Combination (any Business Combination which satisfies the conditions specified in (A), (B) and (C) shall be deemed to be a "Non-Control Transaction"); or (iv) the stockholders of the Corporation approve a plan of complete liquidation or dissolution of the Corporation or the direct or indirect sale or other disposition of all or substantially all of the assets of the Corporation and its Subsidiaries. Notwithstanding the foregoing, a Change in Control of the Corporation shall not be 91 99 deemed to occur solely because any person acquires beneficial ownership of more than 20 percent of the Corporation Voting Securities as a result of the acquisition of Corporation Voting Securities by the Corporation which reduces the number of Corporation Voting Securities outstanding, PROVIDED THAT if after such acquisition by the Corporation such person becomes the beneficial owner of additional Corporation Voting Securities that increases the percentage of outstanding Corporation Voting Securities beneficially owned by such person, a Change in Control of the Corporation shall then occur. For purposes of the definition of a "Change of Control", the term "Subsidiary" shall mean any corporation or other entity in which the Corporation has a direct or indirect ownership interest of 50 percent or more of the total combined voting power of the then outstanding securities of such corporation or other entity entitled to vote generally in the election of directors or in which the Corporation has the right to receive 50 percent or more of the distribution of profits or 50 percent of the assets on liquidation or dissolution. Notwithstanding any other provisions of the Plan to the contrary, if a Change in Control occurs, then during the period commencing on the date of acquisition of said voting power, control of the Board, or consummation of a Business Combination, and ending at the close of business on the last day of the Fiscal Year that includes such date (the "Restriction Period"), the provisions of this section 12.6 shall apply. 92 100 (b) EFFECT. During the Restriction Period, the Plan may not be terminated or amended to the extent the amendment would: (1) reduce coverage under the Plan; (2) reduce the amount of Profit-Sharing Contributions required to be made for the Plan Year ending on the last day of the Restriction Period; (3) reduce the amount of After-Tax Contributions eligible for a matching contribution that a Participant is permitted to make or the amount of the Matching After-Tax Contributions required under sections 3.5 and 3.6; or (4) reduce the amount of Pre-Tax Contributions that a Participant is permitted to make or the amount of Matching Pre-Tax Contributions required under sections 3.3 and 3.4. (c) For the purpose of computing the amount of the Profit-Sharing Contributions for the twelve-month period ending on the last day of a Restriction Period, the adjusted consolidated net income of the Corporation and its Consolidated Subsidiaries before net income taxes for the Fiscal Year ending on such date is deemed to be the forecast of the consolidated net income of the Corporation and its Consolidated Subsidiaries for such Fiscal Year as set forth in the annual operating plan of the Corporation for such Fiscal Year. (d) During the Restriction Period, any person who was an Employee on the day preceding the first day of the Restriction Period shall be 93 101 deemed to be an Employee so long as he is employed by a member of a "controlled group of corporations" which includes, or by a trade or business that is under common control with (as those terms are defined in sections 414(b) and (c) of the Code) the Corporation, any corporation which is the survivor of any merger or consolidation to which the Corporation was a party, or any corporation into which the Corporation has been liquidated. ARTICLE XIII MISCELLANEOUS PROVISIONS 13.1 RESTRICTIONS ON ALIENATION: QUALIFIED DOMESTIC RELATIONS ORDERS. Except as may be required (i) to offset an amount that a Participant is ordered to pay to the Plan as a result of a judgement, settlement, order or decree entered on or after August 5, 1997 as permitted under section 401(a)(13)(C) of the Code or (ii) for income tax withholding purposes, no benefit or interest under this Plan shall be subject to assignment or alienation, either voluntarily or involuntarily. The preceding sentence shall apply to the creation, assignment or recognition of a right to any benefit payable with respect to a Participant pursuant to a domestic relations order, unless such order is determined by the Retirement Plan Administrative Committee to be a "qualified domestic relations order", as defined in section 414(p) of the Code. In accordance with uniform and nondiscriminatory procedures established by the Retirement Plan Administrative Committee from time to time, the Retirement Plan Administrative Committee upon the receipt of a domestic relations order which seeks to require the distribution of a Participant's Account in whole or in 94 102 part to an "alternate payee" (as that term is defined in section 414(p)(8) of the Code) shall: (1) promptly notify the Participant and such "alternate payee" of the receipt of such order and of the procedure which the Retirement Plan Administrative Committee will follow to determine whether such order constitutes a "qualified domestic relations order" within the meaning of section 414(p) of the Code, (2) determine whether such order constitutes a "qualified domestic relations order" and notify the Participant and the "alternate payee" of the results of such determination, and (3) if the Retirement Plan Administrative Committee determines that such order does constitute a "qualified domestic relations order," distribute to such "alternate payee" under the terms of such order the amount called for under the order in a single sum within 60 days of the date such order is determined to constitute a qualified domestic relations order, without regard to whether a distribution would be permissible to the Participant at such time under this Plan. The determination and the distribution made by, or at the direction of, the Retirement Plan Administrative Committee under this section 13.1 shall be final and binding on the Participant and on all other persons interested in such order. An "alternate payee" under this section 13.1 shall not be an eligible 95 103 person for purposes of obtaining a loan pending the distribution of such alternate payee's entire interest under this Plan. 13.2 EXCLUSIVE BENEFIT REQUIREMENT. Except as provided in sections 12.2, 13.1 and 13.3, no assets of the Plan shall revert to a Participating Company or be used for or diverted to purposes other than providing benefits to Participants and their Beneficiaries and defraying reasonable costs of administering the Plan. 13.3 RETURN OF CONTRIBUTIONS. (a) MISTAKE OF FACT. Any contribution made by a Participating Company due to a mistake of fact shall be returned to the Participating Company within one year of the date the contribution was made. (b) NONDEDUCTIBLE CONTRIBUTIONS. In the event the deduction of a contribution made by a Participating Company is disallowed under section 404 of the Code, such contribution (to the extent disallowed) shall be returned to the Participating Company within one year of the disallowance of the deduction. 13.4 NO CONTRACT OF EMPLOYMENT. Neither the establishment and maintenance of the Plan, nor the participation in the Plan by any Employee shall be construed as a contract between the Employee and any Participating Company so as to give any Employee the right to be retained by any Participating Company, or to interfere with the rights of any Participating Company to discharge the Employee at any time. 96 104 13.5 PAYMENT OF BENEFITS ON INCAPACITY. In the event the Retirement Plan Administrative Committee determines that any person to whom a distribution is to be made is unable to care for his affairs by reason of illness or other disability, any amount distributable to such person (unless prior claim thereto shall have been made by a duly qualified guardian or other legal representative) may, in the discretion of the Retirement Plan Administrative Committee, be paid to such other person deemed by the Retirement Plan Administrative Committee to be responsible for such person. Any such payment made under this section 13.5 shall constitute a complete discharge of any liability under this Plan. 13.6 MERGER. In the event of a merger or consolidation with, or transfer of assets or liabilities to any other plan, each Participant shall receive a benefit immediately after such merger, consolidation or transfer (if the Plan then terminated) which is at least equal to the benefit the Participant was entitled to receive immediately before such merger, consolidation or transfer (if the Plan had then terminated). 13.7 CONSTRUCTION. The headings and subheadings in this Plan have been inserted for convenience of reference only and are to be ignored in the construction of its provisions. Wherever appropriate, the masculine shall be read as the feminine, the plural as the singular, and the singular as the plural. References in this Plan to a section shall be to a section in this Plan unless otherwise indicated. References in this Plan to a section of the Code, ERISA or 97 105 any other federal law shall also refer to the regulations issued under such section. 13.8 GOVERNING LAW. This Plan shall be construed, to the extent to which state law is applicable, in accordance with the laws of the State of Florida. Venue for any action arising under this Plan shall be in Brevard County, Florida. 13.9 MISTAKEN PAYMENTS. If a mistake is made in favor of a Participant, Beneficiary or alternate payee in the payment of benefits under this Plan, then the Corporation or the Trustee (acting at the Corporation direction and on behalf of the Plan) shall take such action against such Participant, Beneficiary or alternate payee to remedy such mistake and to make the Plan whole as the Corporation deems proper and appropriate under the circumstances, and any mistake in favor of the Plan shall promptly be corrected by, or at the direction of, the Retirement Plan Administrative Committee. 98 106 HARRIS CORPORATION Date: August 30, 2000 By: /s/ David S. Wasserman --------------------------------- --------------------------------- Attest: /s/ R.L. Ballantyne Title: Vice President-Treasurer ------------------------------- ------------------------------ Secretary 99 107 APPENDIX A INVESTMENT FUNDS. The Investment Funds available under the plan as of January 1, 1998 are as follows: (a) BALANCED FUND. Assets held in this fund will be invested in a variety of stocks, bonds, mortgages, fixed-income securities such as U.S. Treasury bills, certificates of deposit, commercial paper and real estate. (b) SHORT-TERM BOND FUND. Assets in this fund will be invested in shorter-term fixed-income securities such as government bonds, U.S. Treasury bills and notes, certificates of deposit, federal agency obligations, mortgage securities and corporate bonds. (c) MONEY MARKET FUND. Assets in this fund will be invested in a diversified portfolio of high-quality, short-term fixed instruments such as U.S. Treasury bills, federal agency obligations, commercial paper, certificates of deposit and banker's acceptances. (d) STABLE VALUE FUND. Assets held in this fund will be invested in a diversified portfolio of investment contracts and short-term, high-quality fixed income instruments that guarantee principal and a specified rate of return for a specified period. (e) EQUITY INCOME FUND. Assets held in this fund will be invested primarily in dividend-paying common stocks of established companies but may also be invested in convertible bonds and/or convertible preferred stock. A-1 108 (f) INDEXED EQUITY FUND. Assets held in this fund will be invested in a stock portfolio that mirrors the Standard & Poor's 500 Stock Index. (g) GROWTH FUND. Assets in this fund will be invested for the longer term, primarily in common stocks of companies which are currently experiencing an above-average rate of earnings growth. The fund's stock selection criteria include a requirement that each company have a five-year average performance record of sales, earnings, dividend growth, pre-tax margins, return on equity. (h) HARRIS STOCK FUND. Assets in this fund will be invested in common stock of the Corporation. The Investment Funds may be changed at any time and from time to time. A-2 109 APPENDIX B SPECIAL PROVISIONS FOR TRANSFERRED PARTICIPANTS The provisions of this Appendix B are effective as of January 1, 1990. (a) For purposes of this Appendix B, the following terms shall have the following meanings: (1) "TRANSFERRED PARTICIPANTS" means those former Employees whose employment with a Participating Company ceased due to a sale of the stock or assets of a Sold Operation. (2) "SOLD OPERATION" means (i) the Data Communications Division and (ii) the Chatsworth Operation. (3) "CLOSING DATE" means the date as of which the sale of the relevant Sold Operation was effective. (b) Each Transferred Participant shall be fully vested in his Accounts as of the relevant Closing Date. B-1 110 APPENDIX C PARTICIPATING COMPANIES The following Related Companies are Participating Companies as of the respective dates set forth below: Harris Corporation (January 1, 1998) Audio Broadcast Group, Incorporated (November 24, 1999) Harris Automation (January 11, 2000) Baseview Products, Inc. (January 1, 1998) Harris Intraplex, Inc. (July 1, 1999) Harris Pacific, Inc. (October 5, 1999) Harris Technical Services Corporation (January 1, 1998) Harris Publishing Systems Corporation (January 1, 1998) C-1 111 APPENDIX D FORMER PARTICIPANTS IN THE INTRAPLEX, INC. 401(k) PROFIT SHARING PLAN Effective as of July 1, 1999, the Harris Intraplex, Inc. 401(k) Profit Sharing Plan (the "Intraplex Plan") was merged into the Plan and the accounts maintained for participants under the Intraplex Plan were transferred to the Plan. Notwithstanding anything in the Plan to the contrary, the following provisions shall apply to the Participants whose accounts under the Intraplex Plan were transferred to the Plan in connection with such merger (the "Intraplex Participants"): 1. SERVICE. For purposes of determining an Intraplex Participant's Period of Service, the Intraplex Participant shall be credited with a Period of Service equal to (a) the number of whole Years of Service credited to the Intraplex Participant under the Intraplex Plan as of June 30, 1999, plus (b) the greater of (1) the Period of Service that would be credited the Intraptex Participant under Article 2 of the Plan during the Plan Year commencing on July 1, 1999, and (2) the service that would be credited to the Intraplex Participant under the terms of the Intraplex Plan for the Plan Year commencing on July 1, 1999. 2. DISTRIBUTIONS. If the total vested value of an Intraplex Participant's account under the Plan (including the amount transferred to the Plan from the Intraplex Plan) exceeds $5,000 (or such other amount prescribed by Section D-1 112 411(a)(11) of the Code) at the time the Intraplex Participant requests a distribution from the Plan, the Intraplex Participant's spouse must consent to the distribution of the amount contained in the Participant's account transferred to the Plan from the Intraplex Plan effective July 1, 1999. Such consent shall be obtained in writing within the 90-day period ending on the date that the distribution commences. D-2 EX-12 4 l82915aex12.txt EXHIBIT 12 1 EXHIBIT 12 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
YEAR ENDED -------------------------------------- JUNE 30, JULY 2, JULY 3, 2000 1999 1998 ---------- -------- -------- (MILLIONS OF DOLLARS, EXCEPT RATIOS) EARNINGS: Net Income................................................ $25.0 $ 49.9 $ 66.4 Plus: Income Taxes........................................ 13.5 28.1 37.3 Fixed Charges........................................ 32.4 17.2 19.9 Amortization of Capitalized Interest................. -- 0.1 0.1 Less: Interest Capitalized During the Period.............. -- (0.1) (1.0) Undistributed earnings in equity investments.............. 12.0 (3.2) (0.1) ===== ====== ====== $82.9 $ 92.0 $122.6 ===== ====== ====== FIXED CHARGES: Interest Expense.......................................... $25.2 $ 9.8 $ 12.5 Plus: Capitalized Interest................................ -- 0.1 1.0 Portion of Rents Deemed Representative of the Interest Factor............................................... 7.2 7.3 6.4 ----- ------ ------ $32.4 $ 17.2 $ 19.9 ===== ====== ====== RATIO OF EARNINGS TO FIXED CHARGES........................ 2.56 5.35 6.16 ===== ====== ======
EX-21 5 l82915aex21.txt EXHIBIT 21 1 EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT AS OF AUGUST 25, 2000 Each of the below listed subsidiaries is 100% directly or indirectly owned by Harris Corporation, except as otherwise indicated.
STATE OR OTHER JURISDICTION NAME OF SUBSIDIARY OF INCORPORATION ------------------ ---------------- Harris Airport Systems Sdn. Bhd Malaysia Harris Australia Pty. Ltd. Australia Harris Automation California Harris Canada, Inc. Canada Harris Cayman, Ltd. Cayman Islands Harris Comunication Argentina SA Argentina Harris Communication SA France Harris Communications Honduras, S.A. de C.V. Honduras Harris Communications International, Inc. Delaware Harris Communications Limited Liability Company Russia Harris Communications Ltd. Hong Kong Harris Communications (Shenzhen) Ltd. China Harris Communications (India) Private Limited India Harris Controls Australia Limited Australia Harris do Brasil Limitada Brazil Harris Foreign Sales Corporation, Inc. Virgin Islands Harris-Intraplex, Inc. Delaware Harris Investments of Delaware, Inc. Delaware Harris Leasing, L.C Florida Harris Mauritius Limited Mauritius Harris Pacific, Inc. California Harris Pension Management Limited England Harris Publishing Systems Corporation Delaware Harris SA Belgium Harris S.A. de C.V. Mexico Harris Semiconductor G.m.b.H Germany Harris Semiconductor Design & Sales Pte. Ltd. Singapore Harris Semiconductor B.V Netherlands Harris Semiconductor Patents, Inc. Delaware Harris Semiconductor Pte. Ltd. Singapore Harris Semiconductor (Suzhou) Co., Ltd. China Harris Solid State (Malaysia) Sdn. Bhd Malaysia Harris Systems Limited England Harris Systems LLC Delaware Harris Technical Services Corporation Delaware Harris Telecom Services GmbH Austria Harris Telecomunicacoes Ltda. Brazil Harris Two Thousand Limited England Harris Three Thousand Limited England American Coastal Insurance Ltd. Bermuda Anshan Harris Broadcast Equipment Company, Limited China ARM Harris Communications (India) Pvt. Ltd. India Audio Broadcast Group, Incorporated Michigan Baseview Products, Inc. Michigan GE Harris Aviation Information Solutions, LLC (49%) Delaware GE Harris Energy Control Systems, LLC (49%) Delaware GE-Harris Railway Electronics, LLC (49%) Delaware Guangzhou Harris Telecommunications Company Ltd. (51%) China HAL Technologies, Inc. Delaware Hebei Far East Communications Co. Ltd. (51%) China ITIS S.A.R.L France LiveTV L.L.C. (46.5%) Delaware Manatee Investment Corporation Delaware Maritime Communication Services, Inc. Delaware VFC Capital, Inc. Delaware Wallaby Network Services, Inc. Delaware Worldwide Electronics, Inc. Delaware
EX-23.A 6 l82915aex23-a.txt EXHIBIT 23(A) 1 EXHIBIT 23(a) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the following registration statements of Harris Corporation and in each related Prospectus of our report dated July 26, 2000, with respect to the consolidated financial statements and schedule of Harris Corporation and subsidiaries included in this Annual Report on Form 10-K for the fiscal year ended June 30, 2000: Form S-8 No. 33-50169 Harris Corporation Retirement Plan Form S-8 Nos. 33-37969; Harris Corporation Stock Incentive Plan 33-51171; and 333-7985 Form S-3 No. 333-03111 Harris Corporation Debt Securities Form S-3 No. 333-66241 Harris Corporation Debt Securities

~~ERNST & YOUNG LLP Orlando, Florida August 28, 2000~~ EX-23.B 7 l82915aex23-b.txt EXHIBIT 23(B) 1 EXHIBIT 23(b) CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Members of GE-Harris Railway Electronics, L.L.C. We consent to the incorporation by reference in the following registration statements of Harris Corporation of our report dated February 10, 1999, with respect to the consolidated balance sheet of GE-Harris Railway Electronics, L.L.C. and subsidiaries as of December 31, 1998, and the related consolidated statements of operations and comprehensive income, members' equity and cash flows for the year ended December 31, 1998, which report appears in the June 30, 2000 Annual Report on Form 10-K of Harris Corporation. Form S-8 No. 33-50169 Harris Corporation Retirement Plan Form S-8 Nos. 33-37969; Harris Corporation Stock Incentive Plan 33-51171; and 333-7985 Form S-3 No. 333-03111 Harris Corporation Debt Securities Form S-3 No. 333-66241 Harris Corporation Debt Securities

~~/s/ KPMG LLP Orlando, Florida August 25, 2000~~ EX-27.A 8 l82915aex27-a.txt EXHIBIT 27(A)
5 1,000 12-MOS JUN-30-2000 JUL-03-1999 JUN-30-2000 378,200 432,500 466,500 30,700 197,200 1,629,000 832,300 536,900 2,326,900 555,900 382,600 0 0 69,000 1,305,300 2,326,900 1,807,400 1,807,400 1,352,600 415,000 0 0 25,200 38,500 13,500 25,000 (7,000) 0 0 18,000 .25 .25

EX-99 9 l82915aex99.txt EXHIBIT 99 1 [KPMG LOGO] 111 North Orange Avenue Suite 1600 Orlando, FL 32801 INDEPENDENT AUDITORS' REPORT To the Members of GE Harris Railway Electronics, L.L.C., and Subsidiaries: We have audited the consolidated balance sheet of GE Harris Railway Electronics, L.L.C. and subsidiaries (a limited liability company) as of December 31, 1998, and the related consolidated statement of operations and comprehensive income, members' equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of GE Harris Railway Electronics, L.L.C. and subsidiaries (a limited liability company) as of December 31, 1998, and the results of their operations and their cash flows for the year then ended in conformity with generally accepted accounting principles. /s/ KPMG LLP Orlando, Florida February 10, 1999 10-K 10 l82915ae10-k_pdf.pdf COURTESY COPY begin 666 DOC.PDF M)5!$1BTQ+C(-"B7BX\_3#0HR(#`@;V)J#0H\/`T*+TQE;F=T:"`T,S(W#0H^ M/@T*'D@;W(I5&H-"E0J#0HP+C`S-C4@5'<-"BAI M;F9O2!R969E&-H86YG95PI(&]F('1H92E4:@T*+3(@+3$N,B!41`T* M+3`N,#8Q.2!4=PT*6RAV;W1I;F<@2!N;VXM85PR,#)L M:6%T97,@;V8@=&AE(')E9VES=')A;G0@87,@;V8@075G=7-T(#(U+"`R,#`P M('=A2!2969E2!3=&%T96UE M;G0@9F]R('1H92!!;FYU86P@365E=&EN9R!O9B!3:&%R96AO;&1E2!R969E&5C=71I=F4@3UPR,#)C97)S(&]F('1H92!2 M96=I'1' M4W1A=&4@/#P-"B]'4S$@.2`P(%(-"CX^#0H^/@T*96YD;V)J#0HQ-2`P(&]B 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	•	transmitters and studio equipment for digital and analog television,

	•	digital and analog AM and FM studio and transmission systems and products,

	•	telephone subscriber-loop test systems equipment,

	•	telecommunications tools and test sets,

	•	network management and workforce management systems,

	•	microwave communications products and systems, including broadband wireless access systems for high-speed Internet, data, video and voice services,

	•	secure communications systems,

	•	high frequency (HF), very high frequency (VHF) and ultra-high frequency (UHF) radio communication equipment, and

	•	air traffic and national law enforcement communication systems.


	•	advanced avionics systems,

	•	aircraft, shipboard, spacecraft and missile communications,

	•	terrestrial and satellite communication antennas, terminals and networks,

	•	command, control, communication and intelligence systems, products and services,

	•	global positioning system-based control systems,

	•	signal and image processing,

	•	weather support systems,

	•	electronic warfare simulation,

	•	civil and military air traffic control systems, and

	•	integrated airport communication and management systems.


	(1) wireless radio and broadband wireless access, including microwave radio products and systems, secure communications systems, HF, VHF and UHF products, and air traffic and national law enforcement communications systems;

	(2) broadcast, including digital and analog television and radio studio and transmission systems and products, automation and control systems, and systems integration; and

	(3) network support products and systems, including telephone test equipment and systems, and telecommunication network management and workforce management systems.


	•	communication and information management systems,

	•	advanced avionics systems,

	•	aircraft, shipboard, spacecraft and missile communications,

	•	terrestrial and satellite communication antennas, terminals and networks,

	•	display, signal and image processing,

	•	advanced aerospace and avionics products,

	•	command, control, communication and intelligence systems, products and services,

	•	electronic warfare simulation,

	•	air traffic control,

	•	weather support systems,

	•	law enforcement, and

	•	testing of complex electronics systems.


	•	the laws and regulations of foreign governments relating to investments and operations,

	•	currency exchange controls, fluctuation of currency and currency revaluations,

	•	taxes,

	•	uncertainties as to local laws and enforcement of contract and intellectual property rights and occasional requirements for onerous contract clauses, and

	•	rapid changes in governments and economic and political policies, political or civil unrest or the threat of international boycotts and United States anti-boycott legislation.


	•	$727 million at July 31, 2000,
	•	$786 million at July 31, 1999, and
	•	$741 million at July 31, 1998.


	•	$480 million in fiscal 2000,
	•	$500 million in fiscal 1999, and
	•	$591 million in fiscal 1998.


	•	$100 million in fiscal 2000,
	•	$92 million in fiscal 1999, and
	•	$94 million in fiscal 1998.


(1)	Results for fiscal 2000 include after-tax charges of $26.7 million ($0.36 cents per share) for restructuring expenses and a $7.0 million ($0.10 cents per share) write-off of purchased in-process research and development.

(2)	Results for fiscal 1999 include after-tax charges of $3.3 million ($0.04 cents per share) for restructuring expenses and a $13.1 million ($0.16 cents per share) special charge for litigation costs.

(3)	Results for fiscal 1998 include an after-tax charge of $10.3 million ($0.13 cents per share) for restructuring expenses.


	•	Base ADC product is an all-purpose program/commercial automation system with the ability to integrate a wide variety of broadcast devices.

	•	Version 9.5 provides a link between traffic, engineering, and on-air broadcasting operations.

	•	The primary functions under development include:


	•	The implementation of Network Device Control Protocall and control of hardware and video servers across the network;

	•	The ability to use TCP/IP and other remote configurations;

	•	Creation of a driver that will function with proprietary Sony Protocall;

	•	Other specific functionality such as Spencer Still Store and DUET; and

	•	Creation of video disk enhancements.


	•	The development of Version 9.5 was initiated in early calendar 1998 (conceptualization of features, etc.).

	•	The amount of completion is estimated at 80% (considering time-based, cost-based, and milestone-based completion measures).

	•	Version 9.5 incorporates significant leverage on existing technology from ADC version 9.4. The degree of leverage was estimated to be 50%.


	•	Media Browser will provide scaleable infrastructure that will expedite the simultaneous browsing of broadcast media clips from servers at different locations. This new functionality will equip the control room with new traffic management and scheduling capabilities.

	•	The development of Media Browser was initiated in July 1998 (conceptualization of features, etc.).

	•	The amount of completion is estimated at 70% (considering time-based, cost-based, and milestone-based completion measures).

	•	Media Browser’s leverage on existing technology base is estimated at 25%.


	•	News will provide new functionality related to three major areas of news broadcast operations: news transmission, material acquisition, and material management.

	•	The development of News was initiated in July 1999.

	•	The amount of completion is estimated at 70% (considering time-based, cost-based, and milestone-based completion measures).

	•	News has minimal leverage on existing technology base from ADC version 9.4. The degree of leverage was estimated at 10%. There is no previous version of the News product.


	•	general economic conditions in the markets in which Harris operates;

	•	economic developments that have a particularly adverse effect on one or more of the markets served by Harris;

	•	continuing challenges and the exit of its telecom switching business;

	•	stability of key markets for communications products, particularly Asia and Brazil;

	•	fluctuation in foreign currency exchange rates and the effectiveness of Harris’ currency hedging program;

	•	fluctuations in the U.S. and worldwide defense and space budgets;

	•	effect of the consolidation in the U.S. defense industry on Harris’ direct and indirect business with the U.S. government;

	•	Harris’ ability to receive U.S. government contract awards;

	•	continued development and market acceptance of new products, especially digital television broadcast products and broadband wireless access products;

	•	continued success in the management and integration of acquired businesses;

	•	continued success in product cost reductions and efficiencies in Harris’ commercial manufacturing operations;

	•	ability to continue the liquidation of its marketable securities portfolio; and

	•	the successful resolution of patent infringement and other general litigation.


	(3)(i) Restated Certificate of Incorporation of Harris Corporation (December 1995), incorporated herein by reference to Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1996.

	(3)(ii) By-Laws of Harris Corporation as in effect December 3, 1999, incorporated herein by reference to Exhibit 3(i) to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 1999.

	(3)(iii) Amendment to By-Laws of Harris Corporation adopted on June 23, 2000.

	(4)(a) Specimen stock certificate for the Company’s Common Stock, incorporated herein by reference to Exhibit 4(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 1997.

	(4)(b) Stockholder Protection Rights Agreement, between the Company and ChaseMellon Shareholder Services, L.L.C., as Rights Agent, dated as of December 6, 1996, incorporated herein by reference to Exhibit 1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6, 1996.

	(4)(c) Indenture, dated as of May 1, 1996, between the Company and Chemical Bank, as Trustee, relating to unlimited amounts of debt securities which may be issued from time to time by the Company when and as authorized by the Company’s Board of Directors or a Committee of the Board, incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-3, Registration Statement No. 333-03111, filed with the Securities and Exchange Commission on May 3, 1996.

	(4)(d) Indenture, dated as of October 1, 1990, between the Company and National City Bank, as Trustee, relating to unlimited amounts of debt securities which may be issued from time to time by the Company when and as authorized by the Company’s Board of Directors or a Committee of the Board, incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-3, Registration Statement No. 33-35315, filed with the Securities and Exchange Commission on June 8, 1990.


	(4)(e) Pursuant to Regulation S-K Item 601(b)(4)(iii), Registrant by this filing agrees, upon request, to furnish to the Securities and Exchange Commission a copy of other instruments defining the rights of holders of long-term debt of the Company.

	(10) Material Contracts:

	*(a) Form of Senior Executive Severance Agreement, incorporated herein by reference to Exhibit 10(a) to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1996.

	*(b) Harris Corporation Annual Incentive Plan, incorporated herein by reference to Exhibit 10(b) to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1996.

	*(c)(i) Harris Corporation Stock Incentive Plan, incorporated herein by reference to Exhibit 10(c) to the Company’s Annual Report on Form 10-K for the fiscal year ended June 27, 1997.

	(ii) Forms of Stock Option Agreement and Performance Share Agreement under the Harris Corporation Stock Incentive Plan, incorporated herein by reference to Exhibit 10(v) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 1997.

	(iii) Form of Outside Directors’ Stock Option Agreement, incorporated herein by reference to Exhibit 10(c)(iii) to the Company’s Annual Report on Form 10-K for the fiscal year ended July 3, 1998.

	*(d)(i) Harris Corporation Retirement Plan (amended and restated effective June 23, 2000).

	*(e) Harris Corporation Supplemental Executive Retirement Plan (amended and restated effective January 1, 1998), incorporated herein by reference to Exhibit 10(i) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended January 2, 1998.

	*(f)(i) Directors Retirement Plan, incorporated herein by reference to Exhibit 10(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1996.

	(ii) Amendment to Director’s Retirement Plan, incorporated herein by reference to Exhibit 10(ii) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 1997.

	*(g)(i) Harris Corporation 1997 Directors’ Deferred Compensation and Annual Stock Unit Award Plan (amended and restated effective October 24, 1997), incorporated herein by reference to Exhibit 10(i) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 1997.

	(ii) Amendment No. 1 to Harris Corporation 1997 Directors Deferred Compensation and Annual Stock Unit Award Plan, incorporated herein by reference to Exhibit 10(iii) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 2, 1998.

	(h)(i) Harris Corporation $500,000,000 5-Year Credit Agreement, dated as of November 6, 1996, incorporated herein by reference to Exhibit 10(ii) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 1996.

	(ii) Amendment No. One to 5-Year Credit Agreement, dated as of October 21, 1997, incorporated herein by reference to Exhibit 10(iv) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 3, 1997.

	*(i) Form of Director and Executive Officer Indemnification Agreement, incorporated herein by reference to Exhibit 10(r) to the Company’s Annual Report on Form 10-K for the fiscal year ended July 3, 1998.

	(j) Amended and Restated Master Transaction Agreement, made as of June 2, 1999 among the Company, Intersil Holding Corporation and Intersil Corporation, incorporated herein by reference to Exhibit 10(i) to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 25, 1999.


	(k)(i) Agreement and Plan of Distribution, dated as of October 22, 1999, by and between Harris Corporation and Lanier Worldwide, Inc., incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 1999.

	(ii) Tax Disaffiliation Agreement, dated as of November 5, 1999, by and between Harris Corporation and Lanier Worldwide, Inc., incorporated herein by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 1999.

	(iii) Employee Benefits and Compensation Allocation Agreement, dated as of November 5, 1999, by and between Harris Corporation and Lanier Worldwide, Inc., incorporated herein by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 1999.

	(iv) Intellectual Property License Agreement, dated as of November 5, 1999, by and between Harris Corporation and Lanier Worldwide, Inc., incorporated herein by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 1999.

	(v) Registration Rights Agreement, dated November 5, 1999, between Harris Corporation and Lanier Worldwide, Inc., incorporated herein by reference to Exhibit 2.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 19, 1999.


	(12) Statement regarding computation of earnings to fixed charges.

	(21) Subsidiaries of the Registrant.

	(23)(a) Consent of Ernst & Young LLP.


	(27)(a) Financial Data Schedule.

	(99) Independent Auditor’s Report of KPMG LLP.


(1)	Fiscal 2000 Commercial Communications segment includes restructuring expenses of $41.0 million and a write-off of purchased in-process research and development of $10.7 million. Other income includes the $21.9 million gain from the sale of Intersil Holding Corporation stock.

(2)	Fiscal 1999 Headquarters expense includes restructuring expenses of $5.1 million. Commercial Communications segment results include a $20.6 million charge for litigation costs.

(3)	Fiscal 1998 results include restructuring expenses of $16.1 million of which $7.8 million is allocated to the Government Communications segment and $8.3 million is allocated to the Commercial Communications segment.

(4)	“Other Income” includes equity income, royalties, and gains and losses from the sale of securities and other investments.


	(1)	Income from continuing operations includes a $40.0 million ($26.0 million after tax) restructuring expense, a $21.9 million ($14.2 million after tax) gain on the sale of Intersil Holding Corporation stock, and a $10.7 million ($7.0 million after tax) write-off of purchased in-process research and development.

	(2)	Income from continuing operations includes a $1.0 million ($0.7 million after tax) restructuring expense.

	(3)	Income from continuing operations includes a $20.6 million ($13.1 million after tax) special charge for litigation costs.

	(4)	Income from continuing operations includes a $5.1 million ($3.3 million after tax) restructuring expense. Discontinued operations includes a $82.8 million ($77.0 million after tax) provision for disposal of discontinued operations.