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harris corporation

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terrestrial communications solutions operations are regulated by governments of various countries other than the<br />

United States and by other international authorities. The regulatory regimes applicable to our international satellite<br />

and terrestrial communications solutions operations frequently require that we obtain and maintain licenses for our<br />

operations and conduct our operations in accordance with prescribed standards. Compliance with such requirements<br />

may inhibit our ability to quickly expand our operations into new countries, including in circumstances in which<br />

such expansion is required in order to provide uninterrupted service to existing customers with mobile operations as<br />

they move to new locations on short notice. Failure to comply with such regulatory requirements could subject us to<br />

various penalties or sanctions. The adoption of new laws or regulations, changes to the existing domestic or<br />

international regulatory framework, new interpretations of the laws that apply to our operations, or the loss of, or a<br />

material limitation on, any of our material licenses could materially harm our business, results of operations and<br />

financial condition.<br />

We rely on third parties to provide satellite bandwidth for our managed satellite and terrestrial communications<br />

solutions, and any bandwidth constraints could harm our business, financial condition and results of operations.<br />

In our managed satellite and terrestrial communications solutions operations, we compete for satellite<br />

bandwidth with other commercial entities, such as other satellite communications services providers and<br />

broadcasting companies, and with governmental entities, such as the military. In certain markets and at certain<br />

times, satellite bandwidth may be limited and/or pricing of satellite bandwidth could be subject to competitive<br />

pressure. In such cases, we may be unable to secure sufficient bandwidth needed to provide our managed satellite<br />

communications services, either at favorable rates or at all. This inability could harm our business, financial<br />

condition and results of operations.<br />

Changes in future business conditions could cause business investments and/or recorded goodwill to become<br />

impaired, resulting in substantial losses and write-downs that would reduce our results of operations.<br />

As part of our overall strategy, we will, from time to time, acquire a minority or majority interest in a business.<br />

These investments are made upon careful analysis and due diligence procedures designed to achieve a desired return<br />

or strategic objective. These procedures often involve certain assumptions and judgment in determining acquisition<br />

price. After acquisition, unforeseen issues could arise which adversely affect the anticipated returns or which are<br />

otherwise not recoverable as an adjustment to the purchase price. Even after careful integration efforts, actual<br />

operating results may vary significantly from initial estimates. Goodwill accounts for approximately 39 percent of<br />

our recorded total assets as of July 1, 2011. We evaluate the recoverability of recorded goodwill amounts annually,<br />

as well as when we change reportable segments and when events or circumstances indicate there may be an<br />

impairment. The annual impairment test is based on several factors requiring judgment. Principally, a decrease in<br />

expected reportable segment cash flows or changes in market conditions may indicate potential impairment of<br />

recorded goodwill. For additional information on accounting policies we have in place for goodwill impairment, see<br />

our discussion under “Critical Accounting Policies and Estimates” in “Item 7. Management’s Discussion and<br />

Analysis of Financial Condition and Results of Operations” of this Report and Note 1: Significant Accounting<br />

Policies and Note 22: Impairment of Goodwill and Other Long-Lived Assets in the Notes.<br />

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

Our business has a continuing need to attract significant numbers of skilled personnel, including personnel<br />

holding security clearances, to support our growth and to replace individuals who have terminated employment due<br />

to retirement or for other reasons. To the extent that the demand for qualified personnel exceeds supply, as has been<br />

the case from time to time in recent years, we could experience higher labor, recruiting or training costs in order to<br />

attract and retain such employees, or could experience difficulties in performing under our contracts if our needs for<br />

such employees were unmet.<br />

In addition, we are currently undertaking a search for a successor chief executive officer, which is a critical<br />

management position. The search for and transition to a successor chief executive officer may result in disruptions<br />

to our business and uncertainty among investors, employees and others concerning our future direction and<br />

performance. It also may be more difficult for us to recruit and retain other personnel until a successor chief<br />

executive officer is identified and the transition is completed. Any such disruptions and uncertainty, as well as the<br />

failure to successfully identify, attract and/or retain a successor chief executive officer or other executives and key<br />

employees could have an adverse effect on our business, results of operations and financial condition.<br />

ITEM 1B. UNRESOLVED STAFF COMMENTS.<br />

We have no unresolved comments from the SEC.<br />

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