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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND<br />

RELATED STOCKHOLDER MATTERS.<br />

EQUITY COMPENSATION PLAN INFORMATION<br />

The following table provides information as of July 1, 2011 about our common stock that may be issued,<br />

whether upon the exercise of options, warrants and rights or otherwise, under our existing equity compensation<br />

plans.<br />

Plan Category<br />

Number of securities to be<br />

issued upon exercise<br />

of outstanding options,<br />

warrants and rights<br />

(a)(2)<br />

Weighted-average<br />

exercise price<br />

of outstanding options,<br />

warrants and rights<br />

(b)(2)<br />

Number of securities<br />

remaining available for<br />

future issuance under<br />

equity compensation plans<br />

(excluding securities<br />

reflected in column (a))<br />

(c)<br />

Equity compensation plans approved by<br />

shareholders (1) ..................<br />

Equity compensation plans not approved<br />

7,376,159 $39.69 15,978,745<br />

by shareholders ................... -0- N/A -0-<br />

Total ............................ 7,376,159 $39.69 15,978,745<br />

(1) Consists of the Harris Corporation 2000 Stock Incentive Plan and the Harris Corporation 2005 Equity Incentive<br />

Plan (As Amended and Restated Effective August 27, 2010) (the “2005 Equity Incentive Plan”). No additional<br />

awards may be granted under the Harris Corporation 2000 Stock Incentive Plan.<br />

(2) Under the 2005 Equity Incentive Plan, in addition to options, we have granted share-based compensation awards<br />

in the form of performance shares, restricted stock, performance share units, restricted stock units, or other<br />

similar types of share awards. As of July 1, 2011, there were 1,712,144 such awards outstanding under that<br />

plan. The outstanding awards consisted of (i) 1,560,074 performance share awards and restricted stock awards,<br />

for which all 1,560,074 shares were issued and outstanding; and (ii) 152,070 performance share unit awards and<br />

restricted stock unit awards, for which all 152,070 were payable in shares but for which no shares were yet<br />

issued and outstanding. The 7,376,159 shares to be issued upon exercise of outstanding options, warrants and<br />

rights as listed in column (a) consisted of shares to be issued in respect of the exercise of 7,224,089 outstanding<br />

options and in respect of the 152,070 performance share unit awards and restricted stock units awards payable in<br />

shares. Because there is no exercise price associated with performance share awards or restricted stock awards<br />

or with performance share units awards or restricted stock unit awards, all of which are granted to employees at<br />

no cost, such awards are not included in the weighted average exercise price calculation in column (b).<br />

See Note 14: Stock Options and Other Share-Based Compensation in the Notes for a general description of our<br />

stock and equity incentive plans.<br />

The other information required by this Item, with respect to security ownership of certain of our beneficial<br />

owners and management, is incorporated herein by reference to the discussion under the headings Our Largest<br />

Shareholders and Shares Held By Our Directors and Executive Officers in our 2011 Proxy Statement, which is<br />

expected to be filed within 120 days after the end of our 2011 fiscal year.<br />

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR<br />

INDEPENDENCE.<br />

The information required by this Item is incorporated herein by reference to the discussion under the headings<br />

Director Independence and Related Person Transaction Policy in our 2011 Proxy Statement, which is expected to be<br />

filed within 120 days after the end of our 2011 fiscal year.<br />

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.<br />

The information required by this Item is incorporated herein by reference to the discussion under the heading<br />

Proposal 4: Ratification of the Appointment of Independent Registered Public Accounting Firm in our 2011 Proxy<br />

Statement, which is expected to be filed within 120 days after the end of our 2011 fiscal year.<br />

98

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