HARRIS CORPORATION (NYSE:HRS) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition.
Item 7.01 Regulation FD Disclosure.
The information contained in this Current Report on Form 8-K that
is furnished under this Item 2.02 and 7.01, including the
accompanying Exhibit 99.1, is being furnished to Item 2.02 and
7.01 of Form 8-K and shall not be deemed to be filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act), or otherwise subject to the liability of that
section. The information contained in this Current Report on Form
8-K that is furnished under this Item 2.02 and 7.01, including
the accompanying Exhibit 99.1, shall not be incorporated by
reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, whether made before or after the
date hereof, except as shall be expressly set forth by specific
reference in such a filing.
On February 2, 2017, Harris Corporation (Harris) issued a press
release announcing, among other things, its results of operations
and financial condition as of and for its second quarter of
fiscal 2017, the approval by its Board of Directors of a new $1
billion share repurchase authorization, which is in addition to
the remaining unused authorization of $584 million under Harris
existing share repurchase program, and its expectation that its
share repurchases in fiscal 2017 will total $700 million. The
press release also updated Harris guidance range regarding
expected net income per diluted share for fiscal 2017, on
generally accepted accounting principles (GAAP) and non-GAAP
bases, and its guidance range regarding expected revenue for
fiscal 2017. The full text of the press release and related
financial tables is furnished herewith as Exhibit 99.1 and is
incorporated herein by reference.
Non-GAAP Financial Measures
The press release includes a discussion of non-GAAP financial
measures, including (i) income from continuing operations and
income from continuing operations per diluted share for the
second quarter of fiscal 2017 and the second quarter of fiscal
2016, in each case excluding Exelis acquisition-related items and
in the case of the second quarter of fiscal 2016 also excluding
restructuring and other charges; (ii) free cash flow for the
second quarter of fiscal 2017, excluding cash flow for net
capital expenditures; (iii) segment operating income for the
Communication Systems, Electronic Systems and Critical Networks
segments for the second quarter of fiscal 2016, in each case
excluding restructuring and other charges; (iv) the percentage
change in revenue for the Electronics Systems segment on an
organic basis, excluding revenue in the second quarter of fiscal
2016 attributable to the Aerostructures business divested in the
fourth quarter of fiscal 2016; and (v) the guidance range for
expected income from continuing operations per diluted share for
fiscal 2017, excluding Exelis acquisition-related integration
charges. A non-GAAP financial measure is generally defined as a
numerical measure of a companys historical or future performance
that excludes or includes amounts, or is subject to adjustments,
so as to be different from the most directly comparable measure
calculated and presented in accordance with GAAP. The non-GAAP
financial measures identified in the first sentence of this
paragraph are financial measures that are not defined by GAAP and
should be viewed in addition to, and not in lieu of, income from
continuing operations and income from continuing operations per
diluted share, operating cash flow, segment operating income,
percentage changes in revenue and other financial measures on a
GAAP basis. Harris has included in its press release a
reconciliation of non-GAAP financial measures disclosed in the
press release to the most directly comparable GAAP financial
measure.
Harris management believes that these non-GAAP financial
measures, when considered together with the GAAP financial
measures, provide information that is useful to investors in
understanding period-over-period operating results separate and
apart from items that may, or could, have a disproportionate
positive or negative impact on results in any particular period.
Harris management also believes that these non-GAAP financial
measures enhance the ability of investors to analyze trends in
Harris business and to understand Harris performance. In
addition, Harris may utilize non-GAAP financial measures as
guides in forecasting, budgeting and long-term planning processes
and to measure operating performance for some management
compensation purposes. Please refer to Harris financial
statements and accompanying footnotes for additional information
and for a presentation of results in accordance with GAAP.
Non-GAAP financial measures should be considered in addition to,
and not as a substitute for, or superior to, financial measures
prepared in accordance with GAAP.
Item 8.01 Other Events.
On February 2, 2017, Harris announced that its Board of Directors
had approved a new $1 billion share repurchase authorization,
which is in addition to the remaining unused authorization of
approximately $584 million under Harris existing share repurchase
program, and that Harris expects its share repurchases in fiscal
2017 to total $700 million. The announcement was included in the
press release furnished herewith as Exhibit 99.1. Harris combined
$1.584 billion share repurchase authorization does not have a
stated expiration date and authorizes repurchases of shares of
Harris common stock through open-market transactions, private
transactions, transactions structured through investment banking
institutions or any combination thereof. The level of Harris
repurchases depends on a number of factors, including its
financial condition, capital requirements, cash flows, results of
operations, future business prospects and other factors its Board
of Directors may deem
relevant. The timing, volume and nature of repurchases are
subject to market conditions, applicable securities laws and
other factors and are at Harris discretion and may be suspended
or discontinued at any time.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished herewith:
99.1
Press Release, issued by Harris Corporation on February
2, 2017 (furnished to Item 2.02 and Item 7.01).
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 hereunto duly authorized.
HARRIS CORPORATION
By:
/s/ Rahul Ghai
Name:
Rahul Ghai
Title:
Senior Vice President and Chief Financial Officer
Date: February 2, 2017
EXHIBIT INDEX
Exhibit No. Under Reg. S-K, Item 601
Description
99.1
Press Release, issued by Harris Corporation on February
2, 2017 (furnished
About HARRIS CORPORATION (NYSE:HRS)
Harris Corporation is a technology company that provides products, systems and services that have defense and civil government applications, as well as commercial applications. It offers its products and services to government and commercial customer. It operates in four segments: Communication Systems, which serves markets in tactical communications and defense, and public safety networks; Space and Intelligence Systems, which provides complete Earth observation, environmental, geospatial, space protection, and intelligence solutions from advanced sensors and payloads, as well as ground processing and information analytics; Electronic Systems, which offers a portfolio of solutions in electronic warfare, avionics, wireless and technology, among others, and Critical Networks, which provides managed services supporting air traffic management, energy and maritime communications, and ground network operation and sustainment, as well as information technology (IT) and engineering services. HARRIS CORPORATION (NYSE:HRS) Recent Trading Information
HARRIS CORPORATION (NYSE:HRS) closed its last trading session down -0.88 at 101.83 with 749,163 shares trading hands.
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