SecProbe.io

September 20, 2012

Via E -Mail
Mr. Gary L. McArthur
Chief Financial Officer
Harris Corporation
1025 West NASA Boulevard
Melbourne, Florida 32919

Re: Harris Corporation
 Form 10-K for the fiscal year ended June 29, 2012
Filed August 27, 2012
File No. 001 -03863

Dear Mr. McArthur :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please r espond to this letter within 10  business days by confirming that you will revise
your document in future filings (unless otherwise indicated ) and providing any requested
information.   If you do not believe our comments apply to your facts  and circumstances, please
tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Management’s Discussion and Analysis of Financial Condition  and Results of Operations
Operations Review, page 36

1. Please revise and expand your MD&A section in future filings to separately quantify and
discuss factors responsible for changes in the levels of the Company’s cost of sales for
both the consolidated an d the segment level during all periods presented in the
Company’s financial statements as required by Item 303 of Regulation S -K.  In this
regard, we note that page 37 of your MD&A section includes a table with the combined
amount of cost of product sales and services but includes only a brief paragraph at the
consolidated level which explains the change in gross margin, and does not directly
explain the change in cost of sales.  Additionally your segment level disclosure does not
include any discussion of changes in cost of sales.  However, we believe that for a
company with the size and breadth of operations as yours, this discussion does not
adequately provide your investors with an increased depth of understanding and
knowledge necessary to properly evaluate your operating results .  Therefore, please

Mr. Gary L. McArthur
Harris Corporation
September 20, 2012
Page 2

 revise to expand and enhance your discussion of cost of sales with regards to both
product and services sales.  As part of your revised disclosure, please revise to quantify
and discuss the impact of each sig nificant component of costs comprising cost of sales
that caused cost of sales to materially vary (or not vary when expected to).  For costs that
cannot be clearly separated and discussed, include a separate detailed discussion of non -
business group factor s affecting operating earnings, where they are analyzed from period
to period with detailed explanations regarding their fluctuations.  In this regard we
believe materiality should be assessed in relation to operating income, your consolidated
performance measure.  This disclosure  should be presented in a manner so as to allow
investors to discern the relative contribution of each of multiple components cited to the
total change in cost of sales and resultant operating earnings.

Additionally, please note that even when total amounts of costs of sales do not materially
vary from period to period, the impacts of material variances in components of cost of
sales that offset each other should be separately disclosed, quantified, and discussed (not
netted).  Pl ease also ensure that your revised disclosure provides appropriate explanation
of underlying reasons for changes (for example, in addition to quantifying the impacts of
changes in price and volume, explain the underlying reasons for these changes).  Given
the potential for differing or offsetting results in your various segments, we encourage
you to also provide the above disclosures at the segment level.  In any event, you should
revise to provide discussion and analysis of costs of sales at the segment le vel when a
change in a segment’s cost of sales materially impacts the segment’s measure of
operating profit.  As part of your response, please provide us with a copy of your
intended revised disclosures.

2. With respect to your overall results of operations  disclosure, we also encourage you to
consider the following revisions as set forth in section III.A of FR -72. We believe  these
revisions will improve your disclosures by making them more user -friendly and  clear.
Specifically:
 Use tables to list, quantify , and sum all of the material individual
 factors to which  changes in accounts are attributable;
 Refocus the narrative text portion of the disclosure on analysis of the
 underlying  business reasons for the individual factors in the tables above.

Discussion of Business Segments

Government Communications Systems Segment, page 41

3. We note your disclosure that operating income and operating income as a percentage of
revenue were higher in 2012 compared with fiscal 2011, primarily driven by a more
favorable product mix and excellent program performance.  Please revise to discuss in
greater detail, including quantification, of the reasons for the changes in operating

Mr. Gary L. McArthur
Harris Corporation
September 20, 2012
Page 3

 income.  For example, please include details of the types of programs that had increase d
performance and underlying reasons driving the favorable product mix.

Critical Accounting Policies and Estimates, page 49
Revenue Recognition, page 50

4. We note your disclosure that revenue and anticipated profits under development and
production contr acts are recorded on a percentage -of-completion basis, generally using
the cost -to-cost method of accounting. We also note your disclosure that due to the long -
term nature of many of your programs, developing the estimated total cost at completion
often  requires significant judgment. Since a significant portion of your revenues are
recognized using the percentage of completion method, a  significant change in one or
more of these estimates could affect the profitability of your business.  You indicate that
if a change in estimated cost to complete a development and production contract is
determined to have an impact on contract earnings, you will record a positive or negative
adjustment to estimated earnings when identified.  Some of the factors considered in  the
cost estimation include a number of significant items, such as (i) labor productivity and
availability of labor ; (ii) the nature and complexity of work to be performed ; (iii)
availability and cost of materials ;  (iv)  subcontractor performance; (v) the  impact of
delayed performance; (vi) the availability and timing of funding from the customer; and
(vii) the recoverability of claims outside the original development and production
contract included in the estimate to complete.   Please provide for us and disclose in the
notes to your financial statements in future filings, the impact of these changes in contract
estimates on your results of operations for each period presented and provide an analysis
of the underlying reasons for the changes in estimates.  See guidance in ASC 250 -10-50-
4.  Additionally, please revise your disclosure in MD&A to provide the gross amount of
favorable and unfavorable adjustments to contract estimates to complete for each period
presented.  As part of y our response, please provide us with a copy of your intended
revised disclosure.

Notes to the Financial Statements

Note 23. Fair Value Measurements, page 84

5. We note your disclosure in Note 23 that the fair value of assets of discontinued
operations he ld for sale at June 29, 2012 was $541 million.  We also note that the fair
value of the Broadcast Communications segment was $490 million and the fair value of
the assets of discontinued operations held for sale related to CIS were written down to a
fair v alue of $51 million.  However, the balance sheet reflects $632.7 million of assets of
discontinued operations at June 29, 2012, which does not agree with the $541 million
disclosed in Note 23.  Please reconcile these two amounts for us and explain the natu re of
the difference.

Mr. Gary L. McArthur
Harris Corporation
September 20, 2012
Page 4

Supplemental Financial Information – Quarterly Financial Data, page 89

6. Please revise to discuss the nature of any unusual or infrequent items that impacted your
quarterly results of operations for the various periods presented, such as the impairment
of the assets in your discontinued operations in the third quarter of 2012. Refer to the
requirement outlined in Item 302(a)(3) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclos ure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclos ure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any pr oceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Claire Erlanger  at (202) 551 -3301  or Jean Yu  at (202) 551 -3305  if you
have questions regarding comments on the financial statements and related matters .  You may
also contact me at (202) 551 -3813.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief