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FORM 10-Q

Commission file number 1-15139

LANIER WORLDWIDE, INC.

Registrant’s Telephone Number, including Area Code 770-496-9500

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report.

     Indicate by check   X  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 [   ]

      Number of shares of common stock outstanding as of the close of business on February 2, 2000: 83,024,596

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PART I

Item  1.  Financial Statements.

LANIER WORLDWIDE, INC. AND SUBSIDIARIES

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LANIER WORLDWIDE, INC. AND SUBSIDIARIES

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LANIER WORLDWIDE, INC. AND SUBSIDIARIES

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LANIER WORLDWIDE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note  A.  Basis of Presentation

      On October 22, 1999, the Board of Directors of Harris Corporation (“Harris”), the then sole stockholder of Lanier Worldwide, Inc. (“Lanier”), declared a pro rata distribution, effective 11:59 p.m., Atlanta time, on November 5, 1999 of one share of Lanier common stock (together with associated preferred stock purchase rights) for each share of Harris common stock held by stockholders of record of Harris at the close of business on November 1, 1999, to effectuate the spin-off (the “Spin-off”) of Lanier as a separate public company. The Lanier shares distributed constituted approximately 90% of the outstanding shares of Lanier common stock after the Spin-off. Harris retained approximately 10% of the outstanding shares of Lanier after the Spin-off.

      The unaudited consolidated financial statements include the accounts of Lanier, including certain subsidiaries partially or wholly owned by Harris, that were transferred to Lanier prior to the Spin-off.

      The consolidated balance sheet as of December 31, 1999, the consolidated statements of income for the quarter and six months ended December 31, 1999 and the consolidated statement of cash flows for the six months ending December 31, 1999 have not been audited but have been prepared in conformity with the accounting principles applied in the audited consolidated financial statements for the fiscal year ending July 2, 1999 contained in Lanier’s Registration Statement on Form 10, as amended (“Registration Statement”). In the opinion of management, the financial statements include all material adjustments necessary for a fair presentation. This Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes included in the Registration Statement.

Note  B.  Acquisition

      In the first quarter of fiscal year 1999, Lanier acquired the Copying Systems Division of the Agfa-Gevaert Group, which is a member of the Bayer Group, Leverkusen, Germany (the “Agfa Acquisition”). The transaction was accounted for as a purchase. The purchase price, which is subject to adjustment, was $168.3 million in cash. The purchase price exceeded the fair value of net assets acquired by approximately $46 million, which is being amortized on a straight-line basis over 20 years. The results of the Agfa Acquisition are included in the accompanying unaudited consolidated financial statements from the date of acquisition.

Note  C.  Long-Term Debt

Retention of Indebtedness of Lanier Subsidiaries

      In connection with the Spin-off, all intercompany accounts payable to Harris were eliminated and forgiven on November 5, 1999. Further, Lanier retained existing indebtedness totaling $146.5 million. During the second quarter of fiscal 2000, Lanier replaced approximately $51 million of the retained indebtedness with borrowings under the Credit Facility described below. Under the credit agreement governing the Credit Facility, Lanier has the right to maintain a total of $150 million of debt outside of the Credit Facility.

Bank Credit Agreement

      On October 20, 1999, Lanier entered into a $900 million credit facility with three lead agent banks (the “Credit Facility”). The $900 million Credit Facility consists of a $450 million five-year revolver, a $250 million two-year term loan and a $200 million 364-day revolver.

      On November 4, 1999, the credit agreement was amended to add a syndicate of eighteen other banks. On that day, Lanier drew $590 million of debt, consisting of $250 million from the two-year loan and $340 million from the five-year revolver. Proceeds were used to make a $545 million cash payment to Harris, to pay Harris

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$22.8 million for the transfer of ownership in two subsidiaries which had $22.8 million of net cash, and for working capital needs.

      In addition to the Credit Facility, Lanier has an existing European receivable securitization facility totaling $100 million, under which $22.2 million was outstanding as of December 31, 1999.

Note  D.  Accumulated Other Comprehensive Loss

      Accumulated other comprehensive loss relates solely to foreign currency translation adjustments related to Lanier’s foreign subsidiaries.

Note  E.  Share Repurchase

      On November 30, 1999, Lanier’s Board of Directors authorized the repurchase of up to eight million shares of Lanier common stock (the “Share Repurchase Program”). Shares purchased will be retained as treasury stock and are available for use under Lanier’s stock option plan and for other corporate purposes. Subject to restrictive covenants in Lanier’s credit facilities, the repurchases will be made from time to time at management’s discretion in the open market or in privately negotiated transactions.

      Pursuant to the Share Repurchase Program, in December 1999 Lanier purchased 4.8 million shares of Lanier common stock in open market transactions at a total cost of $17.4 million, or approximately $3.61 per share.

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Overview

      On October 22, 1999, the Board of Directors of Harris, the then sole stockholder of Lanier, declared a pro rata distribution, effective 11:59 p.m., Atlanta time, on November 5, 1999, of one share of Lanier common stock (together with associated preferred stock purchase rights) for each share of Harris common stock held by stockholders of record of Harris at the close of business on November 1, 1999 to effectuate the spin-off . The Lanier shares distributed constituted approxima tely 90% of the outstanding shares of Lanier common stock after the Spin-off. In addition, Harris retained approximately 10% of the outstanding shares of Lanier after the Spin-off. The consolidated balance sheet as of December 31, 1999, the consolidated statements of income for the second quarter and six-month period ending December 31, 1999, and the consolidated statement of cash flows for the six-month period ending December 31, 1999 have not been audited but have been prepared in con formity with the accounting principles applied in the audited consolidated financial statements for the fiscal year ending July 2, 1999 contained in Lanier’s Registration Statement. In the opinion of management, this information includes all material adjustments necessary for a fair presentation. This Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes included in the Registration Statement.

Forward-Looking Statements

      This document contains forward-looking statements that reflect Lanier’s current 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, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Lanier may make these statements directly in this document or incorporate such statements into this document by reference to other documents. Lanier may also include statements pertaining to periods following December 31, 1999. Many of these statements may be identified by words such as “believes,” “expects,” “plans,” “anticipates,” “projects,” “estimates,” “should result” or “are expected to,” or similar expressions. Any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those projected, stated or implied by the forward-looking statements.

      Lanier’s results and the accuracy of the forward-looking statements could be affected by, among other things: general economic conditions in the markets in which Lanier operates; economic developments that have a particularly adverse effect on one or more of the markets Lanier serves; the ability to execute management’s internal operating plans; stability of key markets for office products and document management solutions; fluctuation in foreign currency exchange rates and the effectiveness of currency hedging program; and worldwide demand and product and service pricing for office products and document management solutions. Additional information concerning these risks and uncertainties is contained in the Registration Statement, as filed with the Securities and Exchange Commission. Caution should be taken not to place undue reliance on any forward-looking statements, since such statements speak only as of the date of the making of such statements. Lanier disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events, or otherwise.

Results of Operations

      Lanier is reporting lower revenue and earnings for both the second quarter and first six months of fiscal 2000 versus comparable periods in the prior fiscal year. Management believes the decline was principally attributable to (i) divestitures during the fourth quarter of fiscal 1999 of Lanier’s direct sales operation in France and its U.S.-based medical transcription business, which contributed a combined $12.8 million and $24.4 million of revenue in the second quarter and six-month period ended January 1, 1999, respectively, (ii) strengthening of the U.S. dollar against European currencies which decreased revenues by $12.4 million and $17.1 million in the second quarter and six-month period ended December 31, 1999, respectively, calculated on a constant-rate basis, and (iii) competitive pricing pressures largely attributable to the industry-wide transition from analog to digital products.

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      Gross margin declined to 38.5% for both the second quarter and first six months of fiscal 2000 from 41.6% and 41.0% for comparable periods in the prior fiscal year. Management believes the decline was principally attributable to competitive pressures and, to a lesser extent, the strengthening of the Japanese yen versus the U.S. dollar. Further, management believes margin erosion will likely continue, at least for the duration of the industry transition to digital products, but cannot predict accurately the rate of margin erosion or when, if at all, margins will improve.

Revenue

      Revenue for the second quarter of fiscal 2000 decreased $20.3 million, or 5.4%, to $352.7 million from $373.0 million for the second quarter of fiscal 1999. For the first six months of fiscal 2000, revenue decreased $39.7 million, or 5.6%, to $670.6 million from $710.3 million for the comparable period in fiscal 1999. During calendar year 1999, the U.S. dollar strengthened 14.9% against the Euro, impacting Lanier’s reported revenue for the second quarter and first six months of fiscal 2000 by $12.8 million and $18.4 million, respectively. Net of currency translation effects of a strong U.S. dollar and divestitures in fiscal 1999 of Lanier’s direct sales operations in France and its U.S.-based medical transcription business, second quarter revenue increased $4.9 million or 1.3% over the prior year’s quarter.

      Product Sales and Rentals. Product sales and rentals revenue for the second quarter of fiscal 2000 decreased $5.8 million, or 2.8%, to $199.5 million from $205.3 million for the second quarter of fiscal 1999. For the first six months of fiscal 2000, product sales and rental revenue decreased $15.3 million, or 4.0%, to $368.0 million from $383.3 million for the comparable period in fiscal 1999. Calculated on a constant rate basis, the strengthening of the U.S. dollar versus foreign currencies, primarily European, reduced revenue by $7.4 million and $9.1 million for the second quarter and first six months of fiscal 2000, respectively. Lanier’s divestiture in the fourth quarter of fiscal 1999 of its direct sales operations in France lowered revenue by $3.4 million and $5.7 million for the second quarter and first six months of fiscal 2000, respectively. Net of the foregoing currency translation effect and divestitures, product sales and rentals revenue increased $5.0 million, or 2.4%, for the second quarter of fiscal 2000 and decreased $500,000 or 0.1% for the first six months of fiscal 2000 versus comparable periods in the prior year.

      Service Income. Service income for the second quarter of fiscal 2000 decreased $16.0 million, or 10.1%, to $142.3 million, from $158.3 million for the second quarter of fiscal 1999. For the first six months of fiscal 2000, service income decreased $26.8 million, or 8.7%, to $281.5 million from $308.3 million for the comparable period in fiscal 1999. Lanier’s divestiture in the fourth quarter of fiscal 1999 of its direct sales operations in France and its medical transcription business lowered service income by $2.1 million and $6.3 million, respectively, for the second quarter of fiscal 2000 and $4.6 million and $12.3 million, respectively, for the first six months of fiscal 2000. Calculated on a constant rate basis, the strengthening of the U.S. dollar against foreign currencies, primarily European, reduced revenue by $5.1 million and $7.2 million for the second quarter and first six months of fiscal 2000, respectively. In fiscal 2000, Lanier continued its transition away from servicing and supporting optical storage and microfilm product lines, reducing service income by $600,000 and $1.2 million for the second quarter and first six months of fiscal 2000, respectively, versus comparable periods in the prior fiscal year. Net of the foregoing divestitures, currency translation effect and transition out of optical storage and microfilm service and support, service income decreased $1.9 million, or 1.2%, for the second quarter of fiscal 2000 and $1.5 million, or 0.5%, for the first six months of fiscal 2000, versus the comparable periods in fiscal 1999. Management believes the remainder of the decline was attributable to a combination of the growing market preference for cost-per-copy programs as opposed to prepaid service agreements and pricing pressures associated with the industry transition to digital products.

      Finance Income. For the second quarter of fiscal 2000, finance income increased $1.3 million, or 13.7%, to $10.8 million from $9.5 million for the second quarter of fiscal 1999. For the first six months of fiscal 2000, finance income increased $2.4 million, or 12.8%, to $21.1 million from $18.7 million for the comparable period in fiscal 1999. Management attributed this year’s increases to a higher volume of leased equipment.

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      Gross Margin. Presented below is detailed information on gross margin:

      Total gross margin for the second quarter of fiscal 2000 decreased by $19.5 million, or 12.6%, to $135.7 million from $155.2 million for the second quarter of fiscal 1999. For the second quarter, $2.9 million of this decline was attributable to Lanier’s divestiture of its direct sales operations in France and its medical transcription business, $4.3 million arose from the currency translation effect from the strengthening of the U.S. dollar relative to foreign currencies, primarily European, calculated on a constant rate basis, and $2.4 million was the result of the strengthening of the Japanese yen relative to the U.S. dollar. Management believes the remainder of the decline was principally attributable to ongoing price competition for unit placements.

      Total gross margin for the first six months of fiscal 2000 decreased by $33.4 million, or 11.5%, to $258.0 million from $291.4 million for the comparable period in the prior fiscal year. For the six-month period, $5.1 million of the decrease was attributable to the divestitures discussed above, $6.1 million was due to currency translation effects and $4.8 million reflected the impact of the strengthening of the Japanese yen versus the U.S. dollar Management believes the remainder of the decline was principally attributable to ongoing price competition

      Management believes the decreases in gross margin on product sales and rentals for the second quarter and first six months of fiscal 2000 were principally attributable to ongoing price competition on both analog and digital product lines and the strengthening of the Japanese yen against the U.S. dollar Management believes the increases in gross margin on service for the second quarter and first six months of fiscal 2000 were attributable to margin improvements in Lanier’s facilities management business primarily from internal emphasis on reducing compensation expense related to litigation services offerings initiated in fiscal 1999 and continuing this fiscal year, and to restructuring of the worldwide service organization completed in the second half of fiscal year 1999.

      Selling and Administrative Expenses. Selling and administrative expenses for the second quarter of fiscal 2000 decreased $5.8 million, or 5.4%, to $102.0 million from $107.8 million for the second quarter of fiscal 1999. For the first six months of fiscal 2000, selling and administrative expenses decreased $18.1 million, or 8.3%, to $200.6 million from $218.7 million for the comparable period in the prior year. Management attributed the reduction principally to a restructuring program instituted and completed in fiscal 1999. To a lesser extent, management believes the decrease was attributable to ongoing emphasis on reducing overhead expenses

      Administrative expenses for the second quarter and for the first six months of fiscal 1999 included a management fee allocation of $7.1 million and $13.0 million, respectively, for Lanier’s pro rata share of Harris’ overhead expenses. For the second quarter and first six months of fiscal 2000, this allocation was reduced to $600,000 and $2.3 million, respectively, to reflect the level of expenses management expects to incur as an independent public company in fiscal 2000.

      Other Income and Expense. Interest expense for the second quarter of fiscal 2000 increased $7.1 million, or 110.9%, to $13.5 million from $6.4 million for the second quarter of fiscal 1999. The second quarter included one month of expense as a subsidiary of Harris and two months as a stand-alone company. As a result, interest expense for the quarter would have been approximately $2 million more had Lanier been a stand-alone company for the entire quarter. Other expense for the second quarter and first six months of fiscal 2000 totaled $1.3 million and $3.7 million respectively, compared to negligible income for comparable periods

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      Provision for Income Taxes. Lanier’s effective tax rate for the second quarter and first six months of fiscal 2000 were 37.8% and 38.0%, respectively, versus 34.1% and 34.7% for comparable periods in the prior fiscal year, respectively. This year’s increase in the effective tax rate was primarily attributable to foreign losses for which Lanier was unable to recognize a tax benefit.

      Net Income. Net income for the second quarter of fiscal 2000 decreased $15.3 million, or 56.5%, to $11.8 million from $27.1 million for the second quarter of fiscal 1999. For the first six months of fiscal 2000, net income decreased $19.1 million, or 47.0% to $21.5 million from $40.6 million for the comparable period in the prior year. The decline is principally attributable to declines in revenue and gross margin, as described above, and the additional interest and other expenses incurred as a result of the Spin-off.

      Earnings per Share. For the second quarter of fiscal 2000, basic and diluted earnings per share amounted to 14 cents. This amount was calculated based on 86,756,266 shares, the weighted average number of shares outstanding during the quarter, after giving effect to Lanier’s December 1999 purchase of 4,826,600 shares pursuant to the Share Repurchase Program. The weighted average number of diluted shares included a dilutive effect of 284,011 shares related to stock option and performance share programs.

Liquidity and Capital Resources

      Lanier’s operations are funded by cash provided from operating activities and by financing provided under its $900 million Credit Facility and various other credit facilities. At December 31, 1999, the Credit Facility and various other credit facilities had $644.8 million and $84.2 million outstanding, respectively.

Analysis of Cash Flows

      Net cash provided by operating activities for the first six months of fiscal 2000 decreased $105.7 million to $73.2 million from $178.9 million for the first six months of fiscal 1999. The decrease was primarily attributable to a one-time increase in accounts payable in fiscal 1999 resulting from a change in the mix of vendors as well as a change in negotiated payment terms with certain vendors, which contributed $65.1 million in the prior-year period Further, inventory levels for the first six months of fiscal 1999 declined by $28.4 million.

      For the first six months of fiscal 2000 the following net changes in assets and liabilities impacted operating cash flow: (i) a decrease in trade receivables of $16.8 million primarily due to lower sales; (ii) $41.3 million used to settle intercompany accounts forgiven by Lanier in connection with the Spin-off; (iii) a decrease in payables of $31 million attributable to settling in the current year unusually high prior-year-end balances from trade vendors as a result of backlog of digital products during the fourth quarter of fiscal 1999; (iv) a decline of $16.7 million in unearned service income in connection with the market shift from prepaid service agreements to cost-per-copy programs; and (v) a net source of cash of $9.1 million from net changes in income taxes primarily as a result of the Spin-off.

      Capital expenditures for the first six months of fiscal 2000 were $10.1 million for property, plant and equipment and $36.8 million for rental equipment, compared to $9.6 million and $51.8 million, respectively, for the comparable periods in the prior fiscal year. During the prior year’s first quarter, $168.3 million was used for the Agfa Acquisition.

      Cash used in financing activities in the first six months of fiscal 2000 was $13.8 million, compared to cash provided by financing activities of $31.6 million for the first six months of 1999. The prior-year period reflects net borrowings used for the Agfa Acquisition. Proceeds from borrowings under credit facilities for the first six months of fiscal 2000 totaled $645.5 million. This amount includes net borrowings of $590 million under the Credit Facility to fund $573.6 million of cash payments to Harris in connection with the Spin-off and $17.4 million for share repurchases pursuant to the Share Repurchase Program. The remainder of the borrowings were used to fund working capital requirements. Repayments under credit facilities in the first six months of fiscal 2000 were $68.3 million.

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      Lanier plans to implement a debt refinancing program in the first calendar quarter to reduce its cost of borrowing and diversify sources of funding. Management believes this program will include securitizations of domestic trade and lease receivables, the proceeds of which will be used to pay down the $250 million term loan. Following this initial step, if market conditions allow, and to demonstrate a more sensible debt structure, Lanier plans to do a private placement of debt securities of varied maturities with fixed rate features.

      Lanier has no material commitments other than supply agreements with vendors. Lanier will continue to make additional investments in facilities, equipment and computer equipment to support revenue requirements. Cash flow from operations, together with anticipated borrowing arrangements, is expected adequately to finance operating cash requirements and capital expenditures during this fiscal year. Lanier expects to fund future acquisitions, if any, and long-term growth primarily with cash flows from operations, borrowings under the Credit Facility and possible future issuance of equity or debt securities.

Credit Facility

      Lanier has a $900 million Credit Facility with ABN AMRO Bank N.V., as administrative agent, SunTrust Bank, Atlanta, as syndication agent, and Wachovia Bank N.A., as document agent.

      The Credit Facility consists of three tranches: a $200 million 364-day revolving debt facility, a $250 million 2-year term loan and a five-year revolving debt facility. Covenants, restrictions and rates are essentially the same for all three tranches of the Credit Facility.

      At December 31, 1999, Lanier had total borrowings under the Credit Facility of $644.8 million. The maximum amount of $250 million was advanced under the term loan, $394.8 million was advanced under the five-year revolver and there were no borrowings under the 364-day revolver.

      The Credit Facility contains financial covenants. In particular, the Credit Facility contains (i) a covenant regarding maintenance of a leverage ratio, which is defined as total debt divided by EBITDA (earnings before interest, taxes, depreciation and amortization), (ii) an interest coverage covenant, which is defined as EBITDAR (earnings before interest, taxes, depreciation, amortization and rental expense) divided by interest and rental expense and (iii) a minimum net worth covenant. The Credit Facility restricts Lanier’s ability to pay dividends or make other distributions and to redeem, purchase or otherwise acquire shares of its capital stock, and prohibits any such dividend, distribution, redemption, purchase or other acquisition during the existence of a default or event of default thereunder. The Credit Facility contains covenants limiting total acquisitions in any fiscal year to $150 million. This limit increases to $250 million upon repayment of the two-year term loan portion of the Credit Facility and $350 million upon achieving a senior unsecured debt rating of “BBB” or better by Standard & Poor’s Ratings Group or “Baa” or better by Moody’s Investors Service, Inc.

      Additionally, the Credit Facility contains covenants which, among other things, require production of financial statements, notice of material litigation and material governmental and environmental proceedings, compliance with laws and contractual obligations, payment of taxes, maintenance of insurance and Year 2000 compliance and limit the incurrence of additional indebtedness, mergers, consolidations and sales of assets, dividends, prepayment of other debt, investments and acquisitions, capital expenditures, sales and leaseback transactions and transactions with affiliates. Further, the Credit Facility restricts the cumulative dollar amount of share repurchases and dividends to 25% of the prior fiscal year’s net income. The Credit Facility also contains customary events of default, including payment defaults, inaccuracies of representations and warranties, violation of covenants and cross defaults to other indebtedness.

      Indebtedness under the Credit Facility is guaranteed by Lanier’s domestic and foreign subsidiaries, and will be secured by a pledge of the capital stock of certain subsidiaries. Lanier may also incur additional indebtedness under the Credit Facility from time to time for general corporate purposes, including working capital, capital expenditures and future acquisitions.

Year 2000

      Lanier previously recognized the material nature of the business issues surrounding computer processing of dates into and beyond the Year 2000 and began taking corrective action. Lanier’s efforts were focused on

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      Year 2000 readiness costs were $11.5 million, approximately $500,000 of which were incurred in the current fiscal year. These costs were funded by cash from operations and generally were not incremental to existing IT budgets Internal resources were re-deployed and timetables for implementation of replacement systems were accelerated. Lanier does not currently expect to apply any further funds to address Year 2000 issues.

      As of the date of this filing, Lanier has not experienced any material disruptions of its internal computer systems or software applications, and has not experienced any problems with the computer systems or software applications of its third party vendors, suppliers or service providers. Management will continue to monitor these third parties to determine the impact, if any, on Lanier’s business and the actions to take, if any, in the event of non-compliance by any of these third parties. Based upon an assessment of compliance by third parties, there appears to be no material business risk posed by any such non-compliance. Moreover, Lanier generally believes that the vendors that supply products to Lanier for resale are responsible for the products’ Year 2000 functionality.

      Although the Year 2000 rollover did not present any material business disruption, there are some remaining Year 2000-related risks, including risks due to the fact that the Year 2000 is a leap year. These risks include potential product supply issues and other non-operational issues. Management believes that appropriate action has been taken to address these remaining Year 2000 issues and contingency plans are in place to minimize any financial impact to Lanier Management, however, cannot be certain that Year 2000 issues will not have a material adverse impact on Lanier, since the evaluation process is not yet complete and it is early in the Year 2000.

Euro Conversion

      On January 1, 1999, certain member nations of the EMU adopted a common currency, the Euro. For a three-year transition period, both the Euro and individual participants’ currencies will remain in circulation. After January 1, 2002, the Euro will be the sole legal tender for EMU countries. The adoption of the Euro affects many financial systems and business applications as the commerce of these nations will be transacted in both the Euro and the existing national currency. Approximately 19% of Lanier’s revenue for the first six months of fiscal 2000 were derived from EMU countries. For fiscal 1999, Lanier derived 20.7% of its revenue from EMU countries.

      Lanier is currently addressing Euro-related issues and its impact on information systems, currency exchange rate risk, taxation, contracts, competition, and pricing. To date Lanier has not experienced an adverse impact or material expense related to the adoption of the Euro. All costs associated with the adoption of the Euro have been expensed as incurred. Lanier has completed the Euro-related information systems conversion for all information systems except for the European financial systems. Lanier has implemented the Euro-compliant version of the European financial systems; however, several manual billing processes remain which are on track to be fully automated by the second quarter of fiscal year 2001.

Seasonality

      Lanier’s business is somewhat seasonal as a result of its sales incentive programs with the strongest revenue and profit occurring in the second and fourth quarters. The results of operations for any interim quarter are not necessarily indicative of results for a full year.

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Item  3.  Quantitative and Qualitative Disclosures About Market Risk

Market Risk

      Impact of Foreign Exchange. Lanier’s international sales are generally denominated in the currency of the foreign entities, which exposes Lanier to fluctuations in foreign currency exchange rates and to other material risks associated with international operations. Historically, earnings have not been adversely impacted by currency fluctuations. Currency risk associated with foreign investments has been mitigated by liabilities denominated in local functional currencies. In addition, Lanier utilizes exchange rate agreements, which provide limited protection against currency exchange risks. Factors that could impact the effectiveness of the hedging program include volatility of currency markets and the cost and availability of hedging instruments. A ten-percent adverse change in currency exchange rates for foreign currency derivatives held at December 31, 1999 would have an impact of approximately $5.3 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 foreign denominated assets, liabilities, and firm commitments.

      Historically, gains and losses resulting from currency rate fluctuations have not had a material effect on results of operations. However, Lanier’s risk exposure may increase as international sales increase in volume and geographic distribution. The impact of translating the assets and liabilities of international operations into U.S. dollars is included as a component of stockholder equity.

      Interest Rate Risk. Lanier uses interest rate swap agreements to hedge its exposure to the change in interest rates on floating rate debt. Under these swaps, Lanier pays fixed interest rate percentage and receives floating interest rate percentage. A ten basis point adverse change in interest rates would have an impact of approximately $200,000 on the fair value of interest rate swaps which Lanier was a party to as of December 31, 1999.

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PART  II

Item  5.  Other Information.

LANIER WORLDWIDE, INC.

Introduction to Unaudited Pro Forma Consolidated Statements of Income

      Lanier was acquired by Harris in 1983. The Spin-off was completed on November 5, 1999. Accordingly, Lanier has an operating history as an independent company for approximately two months. The historical unaudited consolidated statements of income contained in this Form 10-Q reflect periods during which we did not operate as an independent company, and certain assumptions were made in preparing the statements of income. Therefore, the historical unaudited consolidated statements of income may not necessarily reflect the consolidated results of operations that would have existed had Lanier been an independent company.

      The following unaudited pro forma consolidated statements of income make adjustments to the historical unaudited consolidated statements of income for the quarter and six months ended December 31, 1999, as if the Spin-off had occurred on July 2, 1999.

      The unaudited pro forma consolidated statements of income should be read in conjunction with the historical unaudited Consolidated Financial Statements of Lanier and the Notes thereto contained elsewhere in this Form 10-Q and the audited Consolidated Financial Statements contained in Lanier’s Registration Statement. The pro forma consolidated statements of income are presented for informational purposes only and may not necessarily reflect the results of operations or what the results of operations would have been had Lanier operated as an independent company for the periods indicated.

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LANIER WORLDWIDE, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

Notes to Unaudited Pro Forma Consolidated Statement of Income

      The following adjustments were made to Lanier’s historical consolidated income statement for the quarter ended December 31, 1999:

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LANIER WORLDWIDE, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME

Notes to Unaudited Pro Forma Consolidated Statement of Income

      The following adjustments were made to Lanier’s historical consolidated income statement for the six months ended December 31, 1999:

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ITEM  6.  Exhibits and Reports on Form 8-K

      (a)  Exhibits

      (b)  Reports on Form 8-K

      The Registrant filed a Form 8-K on November 12, 1999 reporting the distribution of the stock dividend by Harris Corporation on November 8, 1999 of approximately 90% of the Registrant’s issued and outstanding Common Stock to the shareholders of Harris Corporation.

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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LANIER WORLDWIDE, INC.

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